QumulusAI, Inc.

Rule 10b5-1 Plan and Non-Rule 10b5-1 Trading Arrangement Adoptions, Terminations, and Modifications

During the three months ended September 30, 2026, none of the Company’s directors or “officers” (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended)adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Entry into a Material Definitive Agreement

On November 5, 2026, SPRE Commercial Group, Inc. (“SPRE Commercial”), a wholly owned subsidiary of QumulusAI, Inc., entered into a Membership Interest Purchase Agreement (the “MIPA”) with AM Denton Holdings LLC (“AM Denton”), pursuant to which SPRE Commercial agreed to sell, assign, transfer, convey and deliver to AM Denton, and pursuant to which AM Denton agreed to purchase and acquire from SPRE Commercial, all of SPRE Commercial’s right, title and interest in and to the issued and outstanding membership interests in SPRE Denton TX, LLC (“SPRE Denton”), a wholly owned subsidiary of SPRE Commercial, subject to certain third-party approvals. The membership interests will be transferred to AM Denton free and clear of all liens, pledges, security interests, claims, charges, options, rights of first refusal, rights of first offer, purchase rights and other encumbrances of any kind or nature.

The aggregate purchase price for the membership interests is $2,022,017 (the “Purchase Price”). Of the Purchase Price, $50,000 was paid by AM Denton to SPRE Commercial in cash; $972,017 will be paid pursuant to a promissory note bearing interest at a rate of 7% per annum, payable in monthly installments over a 60 month period beginning April 1, 2027; and $1,000,000 will be paid pursuant to a promissory note bearing interest at a rate of 7% per annum, payable in monthly installments over an 84 month period beginning April 1, 2027. The obligations of AM Denton under the foregoing notes will be secured solely by a pledge to SPRE Commercial of AM Denton’s right, title and interest in and to the membership interests of SPRE Denton.

In addition to regularly scheduled payments under such notes, AM Denton will make revenue share payments equal to 15% of the net monthly revenue of SPRE Denton each calendar month beginning January 1, 2027 (the “Revenue Share Payments”). The Revenue Share Payments will constitute an additional payment of principal under the notes and will immediately reduce the outstanding principal balance thereof on a dollar-for-dollar basis. Upon payment in full of all outstanding principal and accrued and unpaid interest under both notes, AM Denton’s obligation to make Revenue Share Payments will automatically and permanently terminate, and SPRE Commercial will have no further right to receive any Revenue Share Payments under the MIPA.

The foregoing description of the MIPA is not complete and is qualified in its entirety by reference to the full text of the MIPA, which is filed as Exhibit 10.10 to this Quarterly Report on Form 10-Q and incorporated herein by reference.