UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~ 17March 11, 2026

~~Serve~~SERVE ~~Robotics~~ROBOTICS ~~Inc~~INC.

(Exact Name of Registrant as Specified in ~~its~~ Charter)

Delaware

~~001-42023~~

~~85-3844872~~

000-56237

85-3844872

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

(State or Other Jurisdictionof Incorporation)

(Commission File Number)

(IRS EmployerIdentification No.)

730 Broadway Redwood City, CA	94063
730 BroadwayRedwood City, CA		94063
(Address of Principal Executive Offices)	~~(Zip Code)~~	(Zip Code)

~~Registrant’s Telephone Number, Including Area Code:~~ (818) 860-1352

~~Not~~(Registrant’s ~~Applicable~~telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

SERV

The Nasdaq Capital Market

Common Stock, par value $0.0001 per share

SERV

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.0102. ~~Completion~~Results of ~~Acquisition~~Operations orand ~~Disposition~~Financial ~~of Assets~~Condition.

On ~~February 5~~March 11, 2026, Serve Robotics Inc., ~~a Delaware corporation~~ (the “Company”), ~~entered~~announced ~~into~~its anfinancial ~~Agreement~~results ~~and~~for ~~Plan of Merger (~~the ~~“Merger~~twelve ~~Agreement”)~~months byended ~~and among the Company~~December 31, ~~Serve Kitchen Robotics Inc~~2025., aThe ~~Delaware~~full ~~corporation~~text ~~and direct wholly-owned subsidiary~~ of the ~~Company~~press ~~(“Merger~~release ~~Sub”),~~issued ~~Vebu, Inc. (“Vebu”) and James Buckly Jordan, an individual, solely~~ in ~~his~~connection ~~capacity~~with as the ~~representative~~announcement ofis ~~the~~furnished ~~Indemnifying~~as ~~Securityholders~~Exhibit 99. ~~Pursuant~~1 to ~~the~~this ~~Merger~~Current ~~Agreement,~~Report on ~~February~~Form ~~17, 2026, Merger Sub merged with and into Vebu, with Vebu continuing as the surviving corporation and wholly owned subsidiary of the Company (the “Transaction”)~~8-K. On February 17, 2026, the Company closed the transactions contemplated by the Merger Agreement (the “Closing”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Merger Agreement.

~~Pursuant~~Item to the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the aggregate consideration payable by the Company to the stockholders of Vebu (the “Vebu Stockholders”) at the Closing consisted of a number of the Company’s common stock, par value $07.~~0001 per share (“Common Stock”) with an aggregate value of $3~~01.75 ~~million,~~Regulation ~~subject to~~FD ~~a net debt adjustment, net working capital adjustment and such other adjustments as set forth in the Merger Agreement~~Disclosure. In addition, Vebu Stockholders may receive future earnout consideration consisting of a number of shares of Common Stock equal to 33% of the Net Proceeds generated during the Earnout Period (the “Earnout Consideration”) divided by the volume-weighted average price of Common Stock over the Earnout Period.

AtOn ~~the~~March 11, ~~Closing~~2026, ~~(i) each outstanding share of Vebu common stock (other than any Dissenting Shares) was automatically cancelled and converted into~~ the ~~right~~Company tomade ~~receive~~available ~~such~~on ~~holder’s~~its ~~pro~~website rata percentage of the Earnout Consideration, if any, and subject to any applicable withholding taxes; (ii) each outstanding share of Vebu preferred stock (other than any Dissenting Shares) was automatically cancelled and converted into the right to receive a ~~number~~revised ofCompany ~~shares~~investor ofpresentation. ~~Common Stock, consisting of (~~A) ~~such~~copy ~~holder’s per share preferred stock consideration as set forth in the Merger Agreement, (B) the right to receive such holder’s pro rata percentage~~ of ~~any shares of Common Stock released from escrow, and (C)~~ the ~~right~~presentation to receive such holder’s pro rata percentage of the Earnout Consideration, if any, and subject to any applicable withholding taxes; (iii) each New Restricted Stock Unit held by a Continuing Employee that is ~~unexpired~~furnished and outstanding immediately prior to the Effective Time was assumed and converted by the Company into a Company RSU covering the same number of shares of Common Stock (pursuant to a 1:1 exchange ratio), with substantially identical terms and conditions as ~~applied~~Exhibit to99.2 ~~the corresponding Vebu RSU immediately prior~~ to ~~the~~this ~~Closing,~~Current ~~except~~Report ason ~~modified~~Form ~~by the Merger Agreement; and (iv) all Vebu Options and Vebu Warrants were automatically cancelled for no consideration~~8-K.

AtThe ~~the~~information ~~Closing,~~in ~~the~~this ~~Company~~Form ~~issued~~8-K ~~118,128 shares of Common Stock to the stockholders of Vebu~~ (~~calculated~~including ~~using~~Exhibits ~~$12~~99.~~7913~~1 ~~per~~and ~~share,~~99.2) ~~which~~shall ~~was~~not ~~the~~be ~~volume-weighted~~deemed ~~average~~“filed” ~~price~~ for ~~shares~~purposes of ~~Common~~Section ~~Stock for~~18 ~~the~~of ~~30 trading day period ending on~~ the ~~trading~~Securities ~~day~~Exchange ~~immediately~~Act ~~preceding the date~~ of ~~the signing of the Merger Agreement)~~1934, ~~which was~~as ~~the~~amended ~~number of shares of Common Stock issuable following a net debt adjustment~~ (asthe ~~described~~“Exchange ~~below~~Act”), ~~net~~or ~~working~~otherwise ~~capital~~subject ~~adjustment and~~to ~~such other adjustments as set forth in~~ the ~~Merger~~liabilities ~~Agreement. Furthermore, additional shares~~ of ~~Common~~that ~~Stock may be issued in the future as earnout consideration~~section, ~~contingent~~nor ~~upon~~shall ~~the~~it ~~achievement~~be ofdeemed ~~certain~~incorporated ~~earnout~~by ~~milestones~~reference ~~as set forth~~ in ~~the~~any ~~Merger~~filing ~~Agreement.~~under ~~In accordance with~~ the ~~terms~~Securities Act of ~~the Merger Agreement~~1933, ~~the~~as ~~Company also paid Vebu $2~~amended,~~258,369.77~~ inor ~~cash for~~ the ~~net~~Exchange ~~debt adjustment~~Act, ~~which~~except ~~reduced~~as ~~the aggregate~~expressly ~~stock~~set ~~consideration~~forth ~~payable~~by tospecific ~~Vebu~~reference ~~Stockholders~~in onsuch a ~~dollar-for-dollar basis~~filing. ~~The Company also assumed 500,000 New Restricted Stock Units held by Continuing Employees.~~

~~The~~Item ~~shares~~9.01 ofFinancial ~~Common~~Statements ~~Stock issued as consideration in the Transaction were offered~~ and ~~sold in private placements that are exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”)~~Exhibits.

~~The~~(d)List ~~Merger Agreement contains customary representations, warranties, covenants, and indemnification obligations~~ of ~~the parties thereto~~Exhibits. The parties to the Merger Agreement also agreed to various customary covenants and agreements, including, among others, for Vebu to conduct, subject to certain exceptions, its business in the ordinary course consistent with past practice during the period between the execution of the Merger Agreement and the Closing.


Exhibit Number						Description
99.1						Press release, dated March 11, 2026
99.2						Investor Presentation, dated March 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference. The Merger Agreement has been filed to provide investors and security holders with information regarding its terms. The Merger Agreement is not intended to provide any other factual or financial information about the Company, Vebu or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures, and may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company, Vebu or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.

~~Forward-Looking Statements~~SIGNATURES

~~This~~Pursuant ~~Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements~~ to ~~be covered by~~ the ~~safe harbor~~requirements ~~provisions for forward-looking statements contained in Section 27A~~ of the Securities ~~Act and Section 21E of the Securities~~ Exchange Act of 1934, asthe ~~amended.~~registrant ~~All~~has ~~statements~~duly incaused this ~~Report~~report ~~that do not relate~~ to ~~matters of historical fact should~~ be ~~considered~~signed forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “contemplates,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are subject to known or unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements such as those described under the heading “Risk Factors” in the Company’s filings with the SEC, including the Company’s most recent Annual Report on ~~Form~~its ~~10-K.~~behalf ~~All~~by ~~forward-looking statements are based on management’s current estimates, projections, and assumptions, and~~ the ~~Company~~ ~~undertakes~~undersigned nohereunto ~~obligation~~duly ~~to correct or update any such statements, whether as a result of new information, future developments, or otherwise, except to the extent required by applicable law~~authorized.

Item 9.01. Financial Statements and Exhibits.


			Serve Robotics Inc.

Dated: March 11, 2026			/s/ Ali Kashani
			Ali Kashani
			Chief Executive Officer and Director

Dated: March 11, 2026			/s/ Brian Read
			Brian Read
			Chief Financial Officer

~~(a) Financial Statements of Business Acquired~~2

The financial statements, if required, will be filed no later than 71 calendar days after the date by which this Report is required to be filed.

(b) Pro Forma Financial Information

The pro forma financial statements, if required, will be filed no later than 71 calendar days after the date by which this Report is required to be filed.

(d) Exhibits

Exhibit Number		Description
2.1*		Agreement and Plan of Merger by and among Serve Robotics Inc., Serve Kitchen Robotics Inc., Vebu, Inc. and James Buckly Jordan, dated February 5, 2026.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	SERVE ROBOTICS INC.
Dated: February 20, 2026	/s/ Brian Read
	Brian Read
	Chief Financial Officer

Filing Compare · Serve Robotics Inc. /DE/