Netcapital Inc.

Seidenberg Note Default and Settlement Agreement

On April 29, 2025, the Company issued a promissory note in the amount of $200,000 with a 50% original issue discount of 50% resulting in proceeds to the Company of $100,000, to Ivan Seidenberg (the “Seidenberg Note”) with a maturity date of July 31, 2025. This note was not paid by the maturity date and as a result interest on the outstanding amount under the Seidenberg Note increased from 8% per annum to 20% per annum. On September 16, 2025, the Company entered into a settlement agreement with Ivan Seidenberg (the “Seidenberg Settlement Agreement”) to settle the $209,272 outstanding on the Seidenberg Note on such date, which amount includes accrued interest of $9,272. Under the terms of the Seidenberg Settlement Agreement the parties agreed that the Seidenberg Note was fully paid in complete satisfaction upon the Company paying $104,636 in cash and issuance of $104,636 of the Company’s common stock (46,258 shares at a price equal to $2.262 per share, which price represents the “Minimum Price” as defined under Nasdaq Rule 5635(d)).

Hesse Note Default and Settlement Agreement

On May 1, 2025, the Company issued a promissory note in the amount of $400,000 with a 50% original issue discount of 50% resulting in proceeds to the Company of $200,000 to Daniel R. Hesse Revocable Trust dated October 12, 2006 (the “Hesse Note”) with a maturity date of July 31, 2025. The Hesse Note was not paid by the maturity date and as a result interest on the outstanding amount under the Hesse Note increased from 8% per annum to 20% per annum. On September 16, 2025, the Company entered into a settlement agreement with the Daniel R. Hesse Revocable Trust dated October 12, 2006 (the “Hesse Settlement Agreement”) to settle the $418,148 outstanding on the Hesse Note on such date, which amount includes accrued interest of $18,148. Under the terms of the Hesse Settlement Agreement the parties agreed that the Hesse Note was fully paid in complete satisfaction upon the Company paying $209,074 in cash and issuance of 209,074 of the Company’s common stock (92,428 shares at a price of equal to $2.262 per share, which price represents the “Minimum Price” as defined under Nasdaq Rule 5635(d)).

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Rule 10b5-1 Trading Plans

During the fiscal quarter ended July 31, 2025, none of the Company’s directors or executive officers adopted orterminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”