AgEagle Aerial Systems Inc.

The Company is soliciting proxies on behalf of the Board of Directors (the “Board of Directors” or the “Board”) in connection with the Special Meeting of the stockholders (the “Special Meeting”) of AgEagle Aerial Systems Inc., a Nevada corporation (the “Company” or “AgEagle”), that will be held as a virtual meeting on January 22, 2026 at 2:00 p.m., Eastern Time, at www.proxypush.com/UAVS for the following purposes:

(1) To approve the issuance of shares of our common stock, par value $0.001 (the “Series G Issuance Proposal”), issuable upon the conversion of 100,000 shares of our Series G Convertible Preferred Stock, par value $0.001 per share (the “Series G Stock”), with an initial conversion price equal to $1.23 per share (the “Initial Series G Conversion Price”);

(2) To approve an amendment (the “Equity Incentive Plan Amendment Proposal”) to the 2017 Omnibus Equity Incentive Plan (the “Plan”);

(3) To ratify the appointment of Grassi & Co., CPAs, P.C. (“Grassi”) as the Company’s independent accountants for the fiscal year ending December 31, 2025 (the “Ratification of Accountants Proposal”);

(4) To approve (the “ESPP Proposal” and, together with the Series G Issuance Proposal, the Equity Incentive Plan Amendment Proposal and the Ratification of Accountants Proposals, the “Proposals”) the AgEagle Aerial Systems Inc. Employee Stock Purchase Plan (the “ESPP”); and

(4) To transact any other business as may properly be presented at the Special Meeting or any adjournment thereof.

The Board of Directors set December 4, 2025 as the record date (the “Record Date”) to determine those holders of common stock, par value $0.001 per share, of the Company who are entitled to notice of, and to vote at, the Special Meeting. A list of the stockholders entitled to vote at the meeting may be examined at the Company’s office at 8201 E. 34 th Street N, Suite 1307, Wichita, Kansas 67226 during the 10-day period preceding the Special Meeting. The Special Meeting will be held in virtual meeting format only, and you will not be able to attend the Special Meeting physically.

It is anticipated that on or about December 9, 2025 we will commence mailing to our stockholders (other than those who previously requested electronic delivery) the proxy materials, which include this Notice of the Special Meeting, the proxy statement (this “Proxy Statement”), and a proxy card.

There is no charge to you for requesting a paper copy of these documents. Please choose one of the following methods to make your request:

**IMPORTANT:**Please mark, date and sign the enclosed proxy card and promptly return it in the accompanying postage-paid envelope or vote by telephone or by Internet to assure that your shares are represented at the meeting.

Our Proxy Statement is enclosed. Financial and other information concerning AgEagle is contained in our Annual Report to Stockholders for the fiscal year ended December 31, 2024, which we filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2025 (“2024 Annual Report”).