Eightco Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Easton, PA 18042.

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ONDECEMBER 11, 2026

October 27, 2026

Dear Stockholder,

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Eightco Holdings Inc., a Texas corporation (the “Company”), to be held on December 11, 2026, at 10:00 a.m., Eastern Time, in virtual-only format at https://www.virtualmeetingportal.com/8coholdings/2026.

The attached Notice of Annual Meeting of Stockholders and the accompanying proxy statement (the “Proxy Statement”) describe the business we will conduct at the Annual Meeting and provide information about us that you should consider when you vote your shares.

At the Annual Meeting, we will ask stockholders to:

We hope you will be able to attend the Annual Meeting. When you have finished reading the Proxy Statement, you are urged to vote in accordance with the instructions set forth in the Proxy Statement. You may change or revoke your proxy at any time before it is voted at the Annual Meeting.Whether you plan to attend the Annual Meeting or not, we urge you to vote and submit your proxy by the Internet, telephone or mail to ensure that your shares will be represented and voted at the Annual Meeting and the presence of a quorum.

Thank you for your ongoing support. We look forward to seeing you at our Annual Meeting.

Sincerely,

Kevin O’Donnell

Chairman &Chief Executive Officer

Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Annual Meeting. If you are a stockholder of record, you may also cast your vote online at the Annual Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote at the Annual Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank may result in your shares not being voted on the non-routine proposal (Proposal 1) and may have different effects depending on the proposal.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on DECEMBER 11, 2026**: This notice of meeting and the accompanying proxy statement are available athttps://www.8co.holdings/. This notice of meeting is not a form for voting and presents only an overview of the accompanying proxy statement, which you are encouraged to review before voting. Upon written or oral request, the Company will deliver a separate copy of the proxy statement to any stockholder. Stockholders may notify the Company of their requests by calling (888) 765-8933 or writing the Company at the Company’s principal executive offices at 101 Larry Holmes Drive, Suite 313, Easton, PA 18042. In order to receive delivery of the requested documents, your request must be received no later than December 4, 2026.**

Easton, PA 18042

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ONDECEMBER 11, 2026

To our Stockholders:

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Eightco Holdings Inc., a Texas corporation (the “Company”), will be held on December 11, 2026, at 10:00 a.m., Eastern Time, in virtual-only format at https://www.virtualmeetingportal.com/8coholdings/2026 for the following purposes:

The foregoing items are more fully described in the accompanying proxy statement (the “Proxy Statement”), which forms a part of this Notice of Annual Meeting of Stockholders. As of the date of the Proxy Statement, we do not know of any other matters to be raised at the Annual Meeting other than those described in the Proxy Statement.

The Annual Meeting will be conducted in a virtual-only format. The Board believes that a virtual meeting will enable increased stockholder accessibility while allowing for meeting efficiency and reduced costs. You will be able to attend the Annual Meeting virtually, vote your shares, and submit your questions during the meeting by visiting https://www.virtualmeetingportal.com/8coholdings/2026. Details regarding how to attend the Annual Meeting online are more fully described in the accompanying Proxy Statement.

Stockholders entitled to notice of and to vote at the Annual Meeting shall be determined as of the close of business on October 16, 2026, the record date fixed by our Board for such purpose. A list of stockholders of record entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose germane to the Annual Meeting, beginning on the 11th day before the Annual Meeting and continuing through the Annual Meeting, at our principal place of business at the above address or on a reasonably accessible electronic network, in accordance with Section 21.354 of the Texas Business Organizations Code and Section 2.13 of our Bylaws.

All stockholders are cordially invited to attend the 2026 Annual Meeting. You may change or revoke your proxy at any time before it is voted at the Annual Meeting.Whether you plan to attend the Annual Meeting or not, we urge you to vote and submit your proxy by the Internet, telephone or mail to ensure that your shares will be represented and voted at the Annual Meeting and the presence of a quorum.

Thank you for your continued support of Eightco Holdings Inc. We look forward to seeing you at the Annual Meeting.

By Order of the Board,

/s/ Kevin O’Donnell

Kevin O’Donnell

Chief Executive Officer and Director

Easton, Pennsylvania

October 27, 2026

TABLE OF CONTENTS

Easton, PA 18042

(888) 765-8933

PROXY STATEMENT

This proxy statement (the “Proxy Statement”), the attached Notice of Annual Meeting of Stockholders (the “Notice”) and the enclosed proxy card are being mailed to stockholders of record on or about October 27, 2026 and are furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Eightco Holdings Inc., a Texas corporation (the “Company,” “we,” or “us”), for use at our Annual Meeting of Stockholders (the “Annual Meeting”), to be held on December 11, 2026, at 10:00 a.m., Eastern Time, in virtual-only format at https://www.virtualmeetingportal.com/8coholdings/2026 and at any adjournments or postponements thereof. Although not part of this Proxy Statement, we are also sending along with this Proxy Statement our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which includes our financial statements and related notes thereto for such year (the “2025 Annual Report”).