NextPlat Corp

Amendment to PIPE Warrants

On* November 5, 2025,the Company entered into a Universal Amendment to PIPE Warrants (the “Amendment”) with holders of the Company’s Common Stock Purchase Warrants (the “Warrants”) representing greater thanfifty* percent of the outstanding Warrants (based on the number of underlying warrant shares). The Warrants were originally issued pursuant to a Securities Purchase Agreement dated* December 8, 2022,and provided for an exercise period ending on December 14, 2025.*

Pursuant to the Amendment, the exercise period of each Warrant was extended bytwenty-four (24) months, such that the Warrants will now expire on* December 14, 2027,instead of December 14, 2025.All other terms and conditions of the Warrants remain unchanged and in full force and effect. The Company determined the modification resulted in an incremental increase in fair value of the warrants of approximately$1.2* million, calculated using the Black-Scholes model immediately before and after the change. As the modification was considered an inducement to holders to retain their investment, the incremental value of*$1.2* million was recognized as a reduction of additional paid-in capital and recorded as a deemed dividend, impacting net income attributable to common stockholders for the year ended* December 31, 2025.*The modified warrants remain classified as equity instruments in stockholders’ equity.

As consideration for the extension of the exercise period of the Warrants, each holder agreed to a release in favor of the Company and its related persons. Specifically, each holder released and waived any and all claims, demands, obligations, liabilities, and causes of action, whether known or unknown, arising prior to the execution of the Amendment and relating to the Securities Purchase Agreement, the Registration Rights Agreement, the Warrants, any other transaction document, and the administration thereof. The release extends to the Company and its parents, affiliates, participants, and their respective officers, directors, employees, agents, attorneys, accountants, consultants, successors, and assigns.

Settlement of Arbitration Proceeding

As previously disclosed, on* June 17, 2024,*Progressive Care was notified of a potential claim that a former employee (the “Claimant”) allegedly suffered a loss due to an alleged breach by Progressive Care of an employment contract with the Claimant. Following receipt of the notice of claim, Progressive Care filed a petition for arbitration against the Claimant, asserting that it was the Claimant who breached the employment contract.

On* November 7, 2025,Progressive Care entered into a Settlement Agreement (the “Settlement Agreement”) with the Claimant to resolve all disputes related to the employment and the arbitration proceeding. Pursuant to the Settlement Agreement, Progressive Care paid the Claimant a total sum of$150,000* withinseven days of execution. In addition, Progressive Care transferred to the Claimant128,205 shares of NextPlat common stock valued at*$100,000.* The Settlement Agreement provides the Claimant with aone-time reverse stock-split protection mechanism, whereby, if the aggregate value of the transferred shares declines by more than20% withinsixty calendar days following a reverse stock split, Progressive Care will issue additional shares of NextPlat common stock to the Claimant to restore the aggregate value to the pre-split level, with such shares to be issued withinten days after thesixty-day period.

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The Settlement Agreement includes mutual releases of all claims between the parties related to the arbitration and underlying disputes, with each party denying any admission of liability. Withinthree days of execution, the parties will file a joint stipulation of dismissal of the arbitration with prejudice, with each party bearing its own fees and costs. The Settlement Agreement contains mutual confidentiality and non-disparagement provisions, limiting disclosure of the Settlement Agreement and related information except as required by law or regulatory authorities. The Settlement Agreement also includes standard provisions regarding amendments, venue, waiver of jury trial, severability, execution in counterparts, binding effect on successors, and a requirement for good faith cooperation.

In addition, the Settlement Agreement provides that simultaneously with the execution of the Settlement Agreement, the parties entered into aone year Consulting Agreement pursuant to which Progressive Care engaged the Claimant as a consultant with an annual base fee of*$150,000.* Pursuant to the Consulting Agreement, the Claimant will also be eligible for incentive compensation for a percentage of new gross revenue with positive gross margins generated by the pharmacy’s long-term care business and gross collections from340B eligible business generated by the Claimant.

A copy of the Settlement Agreement is filed with this Form10-K as Exhibit10.40 and is incorporated herein by reference. The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the full text thereof.

Rule10b5*-1 Trading Arrangements*

During thethree months ended* December 31, 2025*, no director or officer of the Company adopted or terminated any “Rule10b5-1 trading arrangement” or “non-Rule10b5-1 trading arrangement,” as each term is defined in Item408(a) of Regulation S-K.