AUDIOEYE INC

**Fifth Loan Modification Agreement

Because we are filing this Quarterly Report on Form 10-Q within four business days after the triggering event, we are making the following disclosure under this Item 5 instead of filing a Current Report on Form 8-K under Item 1.01, Entry into a Material Definitive Agreement and Item 2.03, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant:

On October 26, 2026, we entered into a Fifth Loan Modification Agreement (the “Fifth Amendment”) to the Loan and Security Agreement, dated as of March 31, 2025, by and between the Company and Western Alliance Bank (the “Bank”) (as amended by that certain Consent and First Loan Modification Agreement dated as of May 22, 2025, that certain Second Loan Modification Agreement dated as of August 13, 2025, that certain Consent and Third Loan Modification Agreement dated as of January 12, 2026, and that certain Fourth Loan Modification Agreement dated as of September 18, 2026, the “Loan Agreement”).

The Fifth Amendment eliminates the definition of “Permitted Stock Buyback Amount” from the Loan Agreement, which previously limited the Company’s repurchases of its stock to an amount not to exceed $7.0 million in the aggregate for fiscal years 2025, 2026, and 2027, and an amount not to exceed $2.0 million for fiscal year 2028 and each fiscal year thereafter.

The Fifth Amendment also amends and restates the definition of “Permitted Stock Buybacks” in the Loan Agreement to mean any repurchases of the Company’s stock, in management’s commercially reasonable discretion, provided that each of the following conditions is satisfied: (i) an event of default does not exist at the time of any repurchase, and would not exist after giving effect to the repurchase, (ii) the Company has delivered evidence, satisfactory to the Bank in its sole and absolute discretion, that the Company’s liquidity at the time of any repurchase, and after giving effect to the repurchase, is at least $5,000,000, and (iii) at least five business days prior to the opening of any Company trading window during which the Company intends to make any repurchases, the Company has delivered written notice to the Bank of its intent to make repurchases during the trading window. The restrictions in the amended and restated definition of “Permitted Stock Buybacks” relating to the absence of events of default and minimum liquidity are consistent with restrictions in the Loan Agreement prior to the Fifth Amendment.

The foregoing description of the Fifth Amendment is a summary only and is qualified in its entirety by reference to such document, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Rule 10b5-1 Trading Plans

During the three months ended September 30, 2026, no director or executive officer adopted, modified orterminated a “10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.