Note 7 – Related Party Transactions

Netcapital Systems LLC, a Delaware limited liability company (“Systems DE”), of which Jason Frishman, Founder, owns a 29% interest, owns 24,447 shares of common stock, or 0.4% of the Company’s 6,847,899 outstanding shares as of January 31, 2026. The Company paid Systems DE $0 and $285,000 in the three- and nine-month periods ended January 31, 2026, respectively, and $95,000 in the three- and nine-month periods ended January 31, 2025, for use of the software that runs the website www.netcapital.com. As of January 31, 2026 and April 30, 2025, the Company has accounts payable to Systems DE of $285,000.

Cecilia Lenk, the Chief Executive Officer of Netcapital Advisors Inc., (“Advisors”), our wholly owned subsidiary, is a member of the board of directors of KingsCrowd Inc. As of January 31, 2026 and April 30, 2025, the Company owned 3,209,685 shares of KingsCrowd Inc., valued at $577,743.

Cecilia Lenk, the Chief Executive Officer of Advisors is a member of the board of directors of Deuce Drone LLC. As of January 31, 2026 and April 30, 2025, the Company owns 2,350,000 membership interest units of Deuce Drone LLC, valued at $0.

Compensation to officers in the three- and nine-month periods ended January 31, 2026 consisted of stock-based compensation valued at $323,048 and $887,543, respectively, and cash salary of $220,031 and $1,210,130, respectively.

Compensation to officers in the three- and nine-month periods ended January 31, 2025 consisted of stock-based compensation valued at $93,896 and $281,689, respectively, and cash salary of $216,294 and $741,311, respectively.

Compensation to a related party employee, John Fanning Jr., son of our CFO, for the three- and nine-month periods ended January 31, 2026 consisted of cash wages of $16,668 and $42,367, respectively and in the three- and nine-month periods ended January 31, 2025 consisted of cash wages of $13,461 and $35,478, respectively. This employee is also the controlling shareholder of Zelgor Inc. (“Zelgor”). As of January 31, 2026 and April 30, 2025, the Company has a note receivable of $50,000 from Zelgor and the Company owned 1,400,000 shares of Zelgor, which are valued at $1,400,000. Accrued interest receivable, at a rate of 5% per annum on the Zelgor note, amounted to $11,041 as of January 31, 2026.

On June 8, 2025, the Company granted stock options to purchase an aggregate of 55,000 shares of our common stock to our former Chief Executive Officer, Martin Kay, and 55,000 shares to our Chief Financial Officer, Coreen Kraysler. The options have an exercise price of $2.68, are fully vested, and expire on June 8, 2029. Mr. Kay resigned as an officer and director on December 3, 2025.

Coreen Kraysler, our Chief Financial Officer, has personally guaranteed a $500,000 promissory note from the U.S. Small Business Administration. The note bears interest at an annual rate of 3.75%, has a 30-year term, and monthly payments of $2,437 began on December 17, 2022.

Mr. John Fanning is an advisor to the Company and is the husband of the Company’s Chief Financial Officer. The Company does not have a formal advisory contract with Mr. Fanning. Further, from time to time, Mr. Fanning provides advice to companies in which the Company either owns an equity position, conducted offerings on the Company’s funding portal, and/or are vendors in the Company’s ecosystem. The Company is also aware of a website that states that John Fanning is working or has been involved in the past with some of the portfolio companies that conducted offerings on the Company’s funding portal, including KingsCrowd and Zelgor. See above for a discussion of the related party interests with respect to each of KingsCrowd and Zelgor.