COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2026

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

19. COMMITMENTS AND CONTINGENCIES

Operating Leases. The Company leases certain office space from an entity affiliated through common ownership under an operating lease agreement on a month-to-month basis. The Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases.

For the three months ended March 31, 2026 and 2025, rent expense was $7,697 and $66,699, respectively. Rental payments are expensed in the statements of comprehensive loss.

Consulting Agreement. On September 9, 2025, the Company entered into a consulting agreement with Worldcoin Tower LLC to support the Company’s digital asset treasury strategy. Fees include:

	●	1% of AUM up to $1 billion,
	●	0.5% of AUM between $1–5 billion,
	●	0.25% of AUM above $5 billion,
	●	Milestone payments based on treasury AUM exceeding $2 billion and $20 billion,
	●	A $150,000 setup fee.

The agreement has a five-year initial term with automatic five-year renewal. No equity awards were issued under this agreement. Consulting expense for the three months ended March 31, 2026 was $1,583,496.

Master Loan Agreement. On September 7, 2025, ORB Subsidiary One LLC, a wholly-owned subsidiary of the Company, entered into a Master Loan Agreement providing up to $200 million in short-term financing to facilitate initial WLD purchases for the Company’s digital asset treasury strategy. The loan bears interest at 8% per annum. The Company borrowed approximately $25 million and subsequently repaid the full amount and closed the facility. No equity securities were issued under this agreement.

Employment Agreements

On September 8, 2025, the Company entered into new employment agreements with its Chief Executive Officer, Kevin O’Donnell, and its Chief Financial Officer, Brett Vroman (together, the “Executives”). The agreements provide for one-year terms with an option for the Company to renew each agreement for an additional one-year term.

Chief Executive Officer – Kevin O’Donnell

Under his agreement, Mr. O’Donnell will receive an annualized base salary of $500,000. He is eligible for a one-time cash bonus equal to 175% of base salary ($875,000), payable within thirty days following the twelve-month anniversary of his start date, subject to the achievement of specified milestones, including (i) completion of a PIPE financing, (ii) timely filing of required SEC reports, and (iii) receipt of an unqualified audit opinion for the fiscal year.

Subject to Board approval, Mr. O’Donnell will also receive 400,000 restricted stock units (“RSUs”), which vest in full after six months of continuous service. The RSUs were granted with a grant date fair value of $584,000 and are being recognized as stock-based compensation expense on a straight-line basis over the six-month vesting period. During the three months ended March 31, 2026, the Company recognized $194,667 of stock-based compensation expense related to these RSUs. He is eligible to participate in the Company’s employee benefit plans and will be reimbursed for reasonable business expenses.

Chief Financial Officer – Brett Vroman

Under his agreement, Mr. Vroman will receive an annualized base salary of $350,000. He is eligible for a one-time cash bonus equal to 175% of base salary ($612,500), payable within thirty days following the twelve-month anniversary of his start date, subject to the same performance conditions as Mr. O’Donnell’s incentive bonus. Mr. Vroman will also be eligible to participate in employee benefit plans and receive reimbursement for reasonable business expenses.

On September 9, 2025, the Company entered into Board of Directors Agreements (the “Director Agreements”) with three existing directors: Louis Foreman, Nic Caiano, and Frank Jennings (collectively, the “Directors”). The Director Agreements establish the terms of service, compensation, indemnification, and other obligations applicable to each Director. The agreements became effective on each Director’s respective appointment date. Under the Director Agreements, each Director:

	●	Entitled to an annual cash retainer of $100,000, paid quarterly.
	●	Eligible to receive equity compensation valued at up to $200,000 per year, which may be issued quarterly in the form of common stock, restricted stock, or restricted stock units (“RSUs”) subject to vesting conditions established by the Board. No equity compensation was issued to the Directors under their Agreements during the year ended December 31, 2025.
	●	Eligible for discretionary bonuses in cash or equity at the Company’s sole discretion. No discretionary bonuses were granted to the Directors for the year ended December 31, 2025.
	●	Is entitled to reimbursement for reasonable business expenses and will receive full indemnification, along with coverage under the Company’s directors’ and officers’ liability insurance program.

The Director Agreements also require each Director to comply with confidentiality obligations, fiduciary duties, conflict-of-interest restrictions, and certain termination-related provisions, including automatic resignation from officer positions upon separation.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)