VisionWave Holdings, Inc.

During the three and nine months ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

On May 1, 2026, the Board approved the appointment of Atara Dzikowski as Vice President of Mergers and Acquisitions. In connection therewith, the Company entered into an Employment Agreement dated May 1, 2026 with Ms. Dzikowski (the “Employment Agreement”). In addition, the Company and Ms. Dzikowski, a current member of the Board, entered into a Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement (the “Restrictive Covenant Agreement”) and the Mutual Agreement to Arbitrate (the “Arbitration Agreement”).

Material terms of the Employment Agreement include an initial term of three years commencing on April 1, 2026, with automatic one-year renewals absent thirty days’ prior written notice of non-renewal by either party and an annual base salary of $240,000. On the effective date, subject to prior approval by the Board or the Compensation Committee and the terms of the Company’s 2025 Omnibus Equity Incentive Plan (or any successor plan), an award of 500,000 shares of common stock or restricted stock units, of which 150,000 shares vest immediately upon the grant date. The remaining 350,000 shares shall vest upon the earlier of: (i) time-based vesting of 100,000 shares on each of the first three (3) anniversaries of the effective date and the final 50,000 shares on the three and one-half (3.5) year anniversary of the effective Date, or (ii) performance-based vesting tied to consolidated revenue milestones of the Company and its subsidiaries (as determined in accordance with U.S. generally accepted accounting principles (“GAAP”) and reported in the Company’s periodic reports filed with the Securities and Exchange Commission): 100,000 shares upon achievement of $5,000,000 in cumulative Revenue; an additional 100,000 shares upon achievement of $10,000,000 cumulative Revenue; an additional 100,000 shares upon achievement of $15,000,000 cumulative Revenue; and the final 50,000 shares upon achievement of $17,500,000 cumulative Revenue. “Revenue” means the Company’s consolidated total revenue. Achievement of milestones shall be certified by the Board of Directors or Compensation Committee in its reasonable discretion.

Further, Ms. Dzikowski will be eligible to participate in the Company’s standard employee benefit plans made available to similarly situated executives, including medical, dental and vision insurance, short- and long-term disability benefits, life insurance and retirement plan participation, subject to the terms of such plans as they may be amended from time to time. Upon termination for death, disability, for cause, resignation without good reason, or expiration of the term, Ms. Dzikowski will be entitled to only accrued but unpaid base salary and, to the extent required by law, accrued unused paid time off. Upon termination without cause or for good reason, the accrued benefits plus a severance payment equal to the then-current base salary, payable within six months of termination, conditioned upon execution of a general release of claims in a form provided by the Company and continued compliance with post-termination obligations. Customary provisions requiring full-time devotion of efforts, exclusive employment, and compliance with Company rules and policies.

Changes to Board Committee Memberships

On April 22, 2026, the Board accepted the resignation of Atara Dzikowski from the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee, effective upon the commencement of her employment as Vice President of Mergers and Acquisitions. Ms. Dzikowski will continue to serve as a non-independent member of the Board of Directors.

Concurrently, the Board appointed Judit Nagypal as a member of the Audit Committee, Mansour Khatib as a member of the Compensation Committee, and Judit Nagypal as a member and Chair of the Nominating and Governance Committee, with such appointments effective immediately upon Ms. Dzikowski’s resignation from the respective committees. The Board confirmed that the committees, as reconstituted, continue to satisfy all applicable Nasdaq independence and composition requirements.

On May 8, 2026, the Company entered into Amendment No. 1 to the Employment Agreement dated September 2, 2025 with Jez Willman. The Amendment updates Mr. Willman’s title to Managing Director, UK and European Operations, increases his annual base salary to $200,000 effective May 1, 2026, and provides for additional performance-based stock option grants (50,000 options upon the second UGV commercial invoice and 100,000 options upon cumulative $1 million in commercial invoices). The Amendment was approved by the Board of Directors on May 6, 2026.

Appointment of Shayna Quinn

On April 16, 2026, the Board appointed Shayna Quinn as a member of the Board, effective immediately, to serve until the next annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier resignation or removal in accordance with the Company’s Bylaws and applicable law.

Ms. Quinn, age 33, brings more than nine years of executive leadership experience in high-growth technology and transportation sectors, with expertise in mergers and acquisitions, integration planning, strategic partnerships, business development, market expansion, and operational scaling. Since February 2025, she has served as an M&A Integration Consultant at Windels Marx (Transportation Sector), leading post-deal integration efforts, stakeholder coordination, and regulatory compliance workstreams. Previously, she was Director, Business Development & Head of Market Expansion & Integrations at Kaplan (2020–2023), where she oversaw new market launches, acquisition due diligence, merger integration planning, and multi-regional team leadership. From 2016 to 2019, she served as Director of Operations & Special Projects at Juno, directing global operations supporting over 48,000 independent contractors and managing regulatory partnerships with authorities such as the NYC Taxi & Limousine Commission. Ms. Quinn holds a B.A. in Nursing Science from Stevenson University (2014) and an M.S. in Public Health from Cornell University (2017).

The Board has determined that Ms. Quinn qualifies as an independent director under Nasdaq Listing Rule 5605(a)(2) and applicable SEC rules.

In connection with her appointment, the Company and Ms. Quinn entered into an Independent Director Engagement Agreement dated April 16, 2026 (the “Director Agreement”). Under the Director Agreement, Ms. Quinn will receive: (i) an annual cash retainer of $36,000, payable quarterly in arrears; and (ii) an annual grant of $60,000 in shares of restricted stock under the Company’s 2024 Omnibus Equity Incentive Plan, granted on or about August 1 of each year and vesting in full after twelve (12) months of continuous service (subject to accelerated vesting upon a Change in Control or the director’s death or disability). The Director Agreement also provides for expense reimbursement in accordance with Company policy. The Director Agreement is consistent with the Company’s Director Compensation Policy.

xClibre Asset Acquisition

On April 10, 2026, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Dream America Marketing Services, Ltda., a Costa Rican company (the “Seller”).

Pursuant to the Agreement, the Company agreed to acquire from the Seller, and the Seller agreed to sell, transfer, convey and assign to the Company, all right, title and interest in and to certain intellectual property assets related to the technology known as xClibre (the “Assigned IP”), as more fully described in the Agreement.

In consideration for the Assigned IP, the Company agreed to pay the Seller aggregate consideration consisting of (i) 7,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Purchase Shares”), and (ii) a promissory note in the principal amount of $6,000,000 (the “Note”).

At closing, the Company has issued and delivered to the Seller 3,500,000 Purchase Shares (the “Closing Shares”) and executed and delivered the Note.

The issuance of the remaining 3,500,000 shares of the Company’s common stock (the “Contingent Shares”) is subject to (i) satisfactory proof-of-concept results and (ii) Nasdaq Shareholder Approval under Nasdaq Marketplace Rule 5635. The Company has agreed to use its commercially reasonable efforts to obtain such proof-of-concept approval (the “POC Approval”) as soon as practicable following the Closing, and in no event later than nine (9) months after the Closing Date. The Company has also agreed to use reasonable best efforts to obtain Nasdaq Shareholder Approval. If proof-of-concept approval is not obtained within nine (9) months after the Closing Date, then (i) the Company shall promptly cause sixty percent (60%) of the equity interests in xClibre Inc., a wholly-owned subsidiary of the Company to which the acquired intellectual property assets will have been assigned, to be transferred to the Seller (or its designee) free and clear of all encumbrances (other than restrictions under applicable securities laws), (ii) the Seller’s security interest in such equity interests shall be automatically released, and (iii) the Seller shall retain full ownership of the 3,500,000 shares of common stock previously issued at Closing and the Note, without any obligation to return, cancel, or forfeit the same. For the avoidance of doubt, in such event, no alternative consideration will be provided in lieu of the Contingent Shares.

The Agreement contains customary representations, warranties, covenants and indemnification provisions for a transaction of this nature.