QumulusAI, Inc.

Entry into a Material Definitive Agreement

Effective July 17, 2026, SPRE WATONGA OK, LLC (the “Lessee”), an indirect, wholly owned subsidiary of the Company, entered into the First Amendment to Surface Lease Agreement (the “Amendment”) with TOM-STACK, LLC (the “Lessor”). Pursuant to the Amendment, the Surface Lease Agreement between Lessor and Lessee, effective January 12, 2024 (the “Lease”), was amended to, among other things: (i) add two additional renewal terms of five years each; provided that Lessor has the right to terminate the Lease upon expiration of the second or third renewal term if Lessee has not constructed, installed and placed into operation on the leased premises high-performance computing facilities with an aggregate operational capacity of not less than 15 megawatts; (ii) add monthly rental fees applicable to the two additional renewal terms; (iii) permit Lessee, without Lessor’s consent, to assign the Lease, in whole or in part, to any of its subsidiaries or affiliates; provided that no such assignment shall relieve Lessee of its obligations thereunder; and (iv) allow Lessee to mortgage, pledge, or otherwise collaterally assign Lessee’s interest in the Lease and the leasehold estate created thereby to an institutional lender to secure financing for Lessee’s business operations or improvements to the leased premises.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, which is filed as Exhibit 10.13 to this quarterly report on Form 10-Q and incorporated herein by reference.

Material Changes to the Procedures by which Shareholders May Recommend Nominees to the Board of Directors

On April 13, 2026, the Board of Directors approved and adopted Amended and Restated Bylaws incorporating certain amendments, which became effective immediately upon their approval and adoption by the Board of Directors. The amendments included, among other changes, enhancing the procedural mechanics and disclosure requirements relating to director nominations made by shareholders, including referring specifically to the SEC universal proxy rules and requiring additional information regarding director nominees. On June 5, 2026, the Board of Directors approved and adopted Second Amended and Restated Bylaws incorporating additional amendments, which became effective immediately upon their approval and adoption by the Board of Directors.

Pursuant to the Second Amended and Restated Bylaws, the notice of a shareholder’s intention to nominate a director now must include certain specified information as provided in Section 2.14 of the Second Amended and Restated Bylaws, including certain information relating to the nominee, a written questionnaire providing the information requested about the background and qualifications of such nominee as well as certain written representations, and certain information regarding the shareholder giving the notice and the beneficial owner, if any, on whose behalf such nomination is made. No shareholder nominating a proposed nominee shall solicit proxies in support of director nominees other than the Company’s nominees unless such shareholder has complied with Rule 14a-19 of the Exchange Act, in connection with solicitation of such proxies.

The foregoing summary of the Second Amended and Restated Bylaws is qualified in its entirety by reference to the complete text of the Second Amended and Restated Bylaws, which is filed as Exhibit 3.2 to this quarterly report on Form 10-Q and incorporated by reference herein. No statement in this quarterly report on Form 10-Q is intended to replace or conflict with the requirements for shareholder nominations as set forth in the Second Amended and Restated Bylaws. The Company will not consider any shareholder nomination that does not comply with the requirements of the SEC and the Second Amended and Restated Bylaws.

Rule 10b5-1 Plan and Non-Rule 10b5-1 Trading Arrangement Adoptions, Terminations, and Modifications

During the three months ended June 30, 2026, none of the Company’s directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of SEC Regulation S-K.