SurgePays Inc

On May 8, 2024, Jeremy Gies, who served as President of the Company, tendered his resignation from his role as an officer of the Company, effective immediately. Mr. Gies will transition from his current role into a non-officer position with the Company, where Mr. Gies will continue to help the Company execute on its broader strategic agenda and lead growth initiatives. Mr. Gies’ resignation was not in connection with any disagreement between Mr. Gies and the Company, its management, the Company’s board of directors or any committee thereof on any matter relating to the Company’s operations, policies or practices, or any other matter.

On May 8, 2024, the Nominating and Corporate Governance Committee of the Company met and appointed Kevin Brian Cox as the new President of the Company, effective immediately. Mr. Cox currently also serves as the Company’s Chief Executive Officer and Chairman and will retain these titles in connection with his appointment. For further biographical information and arrangements with Mr. Cox, please see the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which is incorporated herein by reference.

We are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

During the six months ended June 30, 2024, certain of our officers and directors adopted orterminated Rule10b5-1 trading arrangements as follows:

On March 14, 2024, Kevin Brian Cox, our President and Chief Executive Officer, adopted a trading plan that is intended to satisfy the conditions under Rule10b5-1(c) of the Exchange Act. Mr. Cox’s trading plan is equal to the number of shares of the Company’s common stock as reasonably estimated by the designated broker such that the net proceeds from their sale are sufficient to cover the withholding taxes resulting from the vesting of RSA grants previously issued to Mr. Cox, in amounts and prices determined in accordance with a formula set forth in the plan. The plan terminates on December 3, 2024.

On March 14, 2024, Anthony Evers, our Chief Financial Officer, adopted a trading plan that is intended to satisfy the conditions under Rule10b5-1(c) of the Exchange Act. Mr. Evers’ trading plan is equal to the number of shares of the Company’s common stock as reasonably estimated by the designated broker such that the net proceeds from their sale are sufficient to cover the withholding taxes resulting from the vesting of RSA grants previously issued to Mr. Evers, in amounts and prices determined in accordance with a formula set forth in the plan. The plan terminates on December 31, 2024.

Except as disclosed above, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule10b5-1(c) or any “non-Rule10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K).