Item 1.01 Entry into a Material Definitive Agreement.
On September 11, 2025, HUMBL, Inc. (“HUMBL” or the “Company”) entered into a Settlement Agreement with Ybyrá Capital S.A. (“Ybyrá”), Brian Foote and Thiago Moura. Pursuant to the terms of the Settlement Agreement, the parties agreed as follows:
* Ybyrá cancelled its right to receive the $20,000,000 in common stock owed to it by HUMBL in connection with HUMBL’s purchase of FinCapital from Ybyrá. * Ybyrá agreed to transfer the HUMBL Series A and Series D Preferred Shares owned by Ybyrá back to Brian Foote in exchange for cancellation of the promissory owed by Ybyrá to Mr. Foote. * HUMBL agreed to terminate entirely its relationship with Multicortex, LLC, including terminating its option to purchase membership interests in Multicortex, LLC and any joint operations selling AI computers. * HUMBL agreed to pay $10,000 in cash and $5,000 in common stock per month to Ybyrá to retain the FinCapital equity interests until December 31, 2025, or earlier, at which time such interests will automatically transfer back to Ybyrá. Notwithstanding the foregoing, HUMBL plans to transfer the FinCapital equity interests (which entity owns the magnesium silicate deposits) back to Ybyrá at such time as it acquires a new business. * Thiago Moura agreed to resign as an officer and director of HUMBL. * HUMBL agreed to issue Mr. Moura 850,000,000 shares of common stock. * The parties agreed to a mutual release of claims.
On September 12, 2025, HUMBL accepted the resignation of Thiago Moura as a member of the HUMBL board of directors and as HUMBL’s President and Chief Executive Officer. There was no disagreement expressed by Mr. Moura on any matter concerning HUMBL’s operations, policies or practices.
On September 16, 2025, HUMBL’s board of directors appointed Gregory Hopkins as its new Chief Executive Officer. Mr. Hopkins brings extensive experience across public companies, private enterprises, and government service. Mr. Hopkins’s prior work experience includes Senior Vice President at Energy Solutions, a global energy services company, and Founding Partner at Utaz Investments, a real estate development company.
There is no arrangement or understanding between Mr. Hopkins and any other person pursuant to which Mr. Hopkins is to be selected as an officer of the Company that would require disclosure under Item 401(b) of Regulation S-K. Additionally, there is no family relationship between Mr. Hopkins and any other person that would require disclosure under Item 401(d) of Regulation S-K. Mr. Hopkins has not entered into any related party transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 16, 2025, Mr. Hopkins entered into an Executive Employment Agreement (the “Employment Agreement”) with the Company. As compensation for Mr. Hopkins’s service as the Company’s Chief Executive Officer, he received a stock grant in the amount 250,000,000 shares of the Company’s common stock. Pursuant to the terms of the Employment Agreement, Mr. Hopkins will also be subject to confidentiality and other standard restrictions. The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
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