AUDIOEYE INC

**Rule 10b5-1 Trading Plans

On May 30, 2025, Sero Capital LLC, an entity whose Chief Executive Officer and beneficial owner is David Moradi, the Company’s Chairman and Chief Executive Officer, entered into a pre-arranged trading plan that isintended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. This plan provides for the sale of up to 500,000 shares of the Company’s common stock in the aggregate, and terminates on the earlier of May 29, 2026 or the date all shares are sold thereunder.

On June 9, 2025, Kelly Georgevich, the Company’s Chief Financial Officer, entered into a pre-arranged trading plan that isintended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. This plan provides for the sale of up to 20,000 shares of the Company’s common stock in the aggregate, and terminates on the earlier of the close of trading on September 9, 2026 or the date all shares are sold thereunder.

Ratification of Equity Awards

On June 24, 2025, the Board of Directors of the Company (the “Board”) adopted resolutions ratifying, pursuant to Section 204 of the General Corporation Law of the State of Delaware (the “DGCL”), certain grants of both time-based and performance-based restricted stock units (collectively, the “RSUs”) and certain determinations regarding previously-granted RSUs to vest a portion thereof in excess of amounts earned or in advance of the scheduled vesting date. A copy of the resolutions adopted by the Board setting forth the information with respect to the ratification required under Section 204 of the DGCL is attached hereto as Exhibit 99.1. Any claim that the defective corporate acts or putative stock ratified by the Board are void or voidable due to the failure of authorization, or that the Delaware Court of Chancery should declare in its discretion that the ratification in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions, must be brought within 120 days from the date of the filing of this Quarterly Report on Form 10-Q.