Republic Digital Acquisition Co

Trading Arrangements

During the quarterly period ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act)adopted orterminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Additional Information

On October 24, 2025, Republic ceased to be affiliated with Republic Digital LLC. In connection therewith, (i) Joseph Naggar, our Chief Executive Officer, Chief Investment Officer and a member of our Board, (ii) Jon Knipper, our Chief Financial Officer and Chief Operating Officer, (iii) Darren Sandler, our General Counsel, and (iv) Armaan Gori, our Vice President, are no longer affiliated with Republic. Andrew Durgee, a member of our Board, continues to serve as Co-CEO of Republic. James Newman, our Vice President, continues to serve as Fund Manager & EVP of Global Operations of Republic.

On November 10, 2025, Jon Knipper notified the Board of his resignation as our Chief Financial, effective as of October 24, 2025. Mr. Knipper’s resignation is not due to any disagreement with our Company or the Board on any matter relating to our operations, policies or practices and he will continue as our Chief Operating Officer.

On November 13, 2025, the Board appointed Robert Urgo to serve as our Chief Financial Officer, effective as of October 24, 2025.

Mr. Urgo, age 57, has served as our Chief Financial Officer since October 2025. Mr. Urgo is a seasoned professional with extensive financial and management expertise. In addition to his role at our Company, Mr. Urgo serves as the Chief Financial Officer of Feynman Point Asset Management (“FPAM”), a position he has held since August 2025. Prior to FPAM, Mr. Urgo spent 20 years at Morgan Stanley [NYSE:MS] in the Finance Division, a position he held from February 2004 until December 2024. Upon his departure from Morgan Stanley, Mr. Urgo was a Managing Director who supported Fixed Income and Commodities Sales and Trading, where he was the Chief Financial Officer of the CFTC Swap Dealer. Prior to joining Morgan Stanley, Mr. Urgo was in the Finance Division of Goldman Sachs supporting Sales and Trading, a position he held from January 1994 until December 2003. Mr. Urgo holds a Bachelor of Science in Accounting from Rutgers University’s school of Business School, where he graduated with honors.

No family relationships exist between Mr. Urgo and any of our other directors or executive officers. Mr. Urgo is not party to any arrangements with any other person pursuant to which he was appointed as the Chief Executive Officer. There are no transactions to which our Company is or was a participant and in which Mr. Urgo has material interests subject to disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment, Mr. Urgo signed a joinder to the Letter Agreement, pursuant to which, among other things, Mr. Urgo agreed to waive certain redemption rights and to vote any Ordinary Shares he holds in favor of an initial Business Combination. Mr. Urgo also entered into a standard director indemnity agreement with our Company, a form of which was filed as Exhibit 10.6 to our Current Report on Form 8-K filed with the SEC on May 2, 2025.

Additionally, on November 13, 2025, the Board removed Barry Finkelstein from the Audit and Compensation Committees of the Board, effective September 24, 2025, and approved the appointment of Andrew Durgee to the Audit and Compensation Committees of the Board, effective September 24, 2025. Mr. Finkelstein was removed because he no longer qualified as an independent director as of September 24, 2025; whereas, Mr. Durgee qualified as an independent director as of September 24, 2025.