SurgePays, Inc.

During the year ended December 31, 2025, the Company issued 31,525 shares of common stock with an aggregate grant-date fair value of $54,828 to lenders as additional consideration in connection with the issuance of convertible notes payable.

On March 23, 2026, the Company issued 800,000 shares of common stock to its Chief Executive Officer at a fair value of $707,200 ($0.884 per share) in partial settlement of a related party note payable. The Chief Executive Officer also forgave $292,800 of principal.

Shares were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as the shareholders were accredited and had adequate access, through business or other relationships, to information about the Company, and the issuances did not involve a public offering of securities or any general solicitation.

On September 9, 2025, the Company issued a Senior Secured Note in the original principal amount of $1,000,000, which matured on March 9, 2026. The Company failed to pay the principal at maturity and is in default. As of the date of this Quarterly Report, the arrearage consists of $1,000,000 in unpaid principal and $99,195 in accrued and unpaid interest.

Not applicable