{"url_path":"/sec/mbgl/8-k/2026-06-26/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/2090312/0001104659-26-077915-index.html","accession_number":"0001104659-26-077915","cik":"0002090312","ticker":"MBGL","issuer_name":"Mobility Global Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2090312/0001104659-26-077915-index.html","primary_entity_key":"0002090312","primary_entity_name":"Mobility Global Inc."},"word_count":1127,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n**Appointment of Board Member**\n\nThe board of directors (the &ldquo;Board&rdquo;) of Mobility Global\nInc. (the &ldquo;Company&rdquo;) appointed Joseph R. Hinrichs as a director of the Board, increasing the size of the Board from two to\nthree directors, effective as of 11:59 p.m. New York City time on June 25, 2026. Upon his appointment, Mr. Hinrichs will be a\nmember of the Company&rsquo;s Audit Committee and Nominating and Compensation Committee.\n\nThe Board has determined that Mr. Hinrichs (i) qualifies\nas an &ldquo;independent&rdquo; director under all applicable rules and regulations of the U.S. Securities and Exchange Commission\n(&ldquo;SEC&rdquo;) and the New York Stock Exchange (&ldquo;NYSE&rdquo;), (ii) is financially literate as required by the rules and\nregulations of the NYSE, and satisfies the definition of &ldquo;audit committee financial expert&rdquo; set out in Item 407(d)(5)(ii) of\nRegulation S-K under the Exchange Act, and (iii) satisfies the requirements for audit committee membership established by Rule 10A-3\nunder the Exchange Act, and has no material relationship with the Company (either directly or as a partner, shareholder or officer of\nan organization that has a relationship with the Company).\n\nIt is expected that Mr. Hinrichs will be appointed as Chair of\nthe Board as of and following the effective time of the previously announced distribution of the Company&rsquo;s common stock by S&P\nGlobal Inc. (&ldquo;S&P Global&rdquo;) to holders of S&P Global&rsquo;s common stock on a pro rata basis (the &ldquo;Spin-Off&rdquo;).\nThe Spin-Off is expected to be effective as of 12:01 a.m., New York City time, on July 1, 2026.\n\nBiographical information for Mr. Hinrichs is set forth in the\nsection titled &ldquo;Management&rdquo; of the Information Statement, dated May 27, 2026 (the &ldquo;Information Statement&rdquo;),\nincluded as Exhibit 99.1 to the Company&rsquo;s Current Report on Form 10, which was filed with the SEC on May 27, 2026,\nand such information and description are incorporated by reference herein.\n\nMr. Hinrichs has no family relationships with any member of the\nBoard or any executive officer of the Company and is not a party to any transactions that would be disclosed under Item 404(a) of\nRegulation S-K. There are no arrangements or understandings between Mr. Hinrichs and any other person and the Company pursuant to\nwhich Mr. Hinrichs was appointed to serve in his role.\n\nFollowing the consummation of the Spin-Off, Mr. Hinrichs will\nparticipate in the Company&rsquo;s director compensation program, pursuant to which Mr. Hinrichs will receive: an annual cash retainer\nof $80,000, payable quarterly; an additional annual cash retainer of $100,000 for service as Chair of the Board; an annual equity\nretainer with a grant date value of $220,000 in Restricted Stock Units (&ldquo;RSUs&rdquo;), which will cliff-vest after one year, and\na one-time RSU award to be granted in connection with the Spin-Off, with a grant date value of $400,000, which will cliff-vest after three\nyears.\n\n**2026 Long Term Incentive Plan**\n\nEffective as of 12:01 a.m. New York City time on July 1,\n2026, the Board adopted the Mobility Global Inc. 2026 Long Term Incentive Plan (the &ldquo;LTIP&rdquo;). The Information Statement under\nthe section entitled &ldquo;Compensation Discussion and Analysis&rdquo; contains a description of the LTIP. Such information is incorporated\nby reference in this Item 5.02.\n\n**Chief Executive Officer Compensation Changes**\n\nThe Board approved the following changes to the compensation of William\nEager, the Company&rsquo;s Chief Executive Officer: (i) an increase in Mr. Eager&rsquo;s annual base salary to $900,000, effective\nJuly 1, 2026, (ii) an increase in Mr. Eager&rsquo;s annual target incentive opportunity to 150% of base salary, effective\nJuly 1, 2026 and (iii) a grant of RSUs having a grant date value of $2,500,000, to be granted on or around\nSeptember 1, 2026, subject to further approval by the Board, which grant will vest in substantially equal annual installments over\nthree years from the grant date.\n\n**Executive Severance Plan**\n\nEffective as of 12:01 a.m. New York City time on July 1,\n2026, the Board adopted the Mobility Global Inc. Executive Severance Plan (the &ldquo;Severance Plan&rdquo;). Pursuant to the Severance\nPlan, if an executive officer is terminated without &ldquo;cause&rdquo; or resigns for &ldquo;good reason&rdquo;, subject to such executive\nofficer&rsquo;s execution and non-revocation of a release of claims, such executive officer will receive the following severance benefits:\n\n&middot;(i)\nIf such termination occurs more than six months prior to or more than 24 months following a &ldquo;change in control&rdquo; of the Company,\ncash severance equal to 1.5 times (or, in the case of the Company&rsquo;s Chief Executive Officer, two times) such executive officer&rsquo;s\nannual base salary, payable over an 18-month period (or, in the case of the Company&rsquo;s Chief Executive Officer, a 24-month period),\nand (ii) if such termination occurs within six months prior to or within 24 months following a change in control of the Company, cash\nseverance equal to 1.5 times (or, in the case of the Company&rsquo;s Chief Executive Officer, two times) such executive officer&rsquo;s\nannual base salary and target annual bonus, payable in a lump sum;\n\n&middot;If such termination occurs after March 31 of any year,\na pro rata annual bonus for such year of termination based on actual performance;\n\n&middot;18 months of subsidized healthcare continuation benefits;\nand\n\n&middot;$25,000 (or, in the case of the Company&rsquo;s Chief\nExecutive Officer, $50,000) in outplacement benefits.\n\n**Annual Incentive Plan**\n\nEffective as of 12:01 a.m. New York City time on July 1,\n2026, the Board adopted the Mobility Global Inc. Annual Incentive Plan (the &ldquo;AIP&rdquo;). The AIP will govern annual bonuses for\nthe Company&rsquo;s executive officers following the Separation and provides the Nominating and Compensation Committee of the Board\nwith discretion to establish terms and conditions for such annual bonuses.\n\n**Legacy 401(k) Plan Supplement**\n\nEffective as of 12:01 a.m. New York City time on July 1,\n2026, the Board adopted the Mobility Global Inc. Legacy 401(k) Savings and Profit Sharing Plan Supplement (the &ldquo;Mobility Global\n401(k) Supplement&rdquo;). The Mobility 401(k) Supplement is a deferred compensation plan that, pursuant to Employee Matters\nAgreement, was carved out from S&P Global Inc.&rsquo;s 401(k) Savings and Profit Sharing Plan Supplement (the &ldquo;S&P\nGlobal 401(k) Supplement&rdquo;) for purposes of administering deferrals made, and benefits accrued, by Mobility Global employees\nprior to the Separation. The Mobility Global 401(k) Supplement will operate on substantially the same terms as the S&P Global\n401(k) Supplement, provided that the Mobility Global 401(k) Supplement will be frozen as to new deferral elections and employer\ncontributions.\n\n**SIGNATURES**\n\nPursuant to the requirements of the Securities\nExchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly\nauthorized.\n\nDated: June 26, 2026\n**Mobility Global Inc.**\n\nBy:\n*/s/ Taptesh (Tasha) K. Matharu*\n\nTaptesh (Tasha) K. Matharu\n\nChief Legal Officer and Corporate Secretary"}