20. 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 June 30, 2026 and 2025, rent expense was $5,867 and $17,521, respectively. For the six months ended June 30, 2026 and 2025, rent expense was $13,564 and $84,220, 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:

On May 1, 2026, the Company entered into an Amended and Restated Consulting Agreement (the “A&R DACA”) with Worldcoin Tower LLC (the “Consultant”), which amends and restates in its entirety the Consulting Agreement dated as of September 9, 2025, between the Company and the Consultant (the “Original DACA”). Pursuant to the A&R DACA, the Consultant will continue to provide consulting services with respect to the Company’s digital asset treasury strategy and expands the scope of the Consultant’s engagement to a broader “Strategic Asset Strategy” consisting of two components: (1) the Digital Asset Treasury Strategy, which remains focused on accumulating digital assets, and (2) a new Strategic Investment Strategy, which is focused on deploying capital to invest in emerging companies. The A&R DACA also updates the applicable fee structure, whereby the Company will pay the Consultant a consulting fee equal to 1.00% per annum of assets under management (“AUM”), which includes both Treasury Assets and Investment Assets. The Consultant is also able to earn certain one-time incentive milestone payments upon AUM first reaching $1 billion, $5 billion and $10 billion, respectively, and in each case payable in cash or shares of the Company’s common stock. The other material terms of the A&R DACA remain substantially unchanged from the Original DACA.

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 June 30, 2026 was $1,376,541. Consulting expense for the six months ended June 30, 2026 was $2,960,037.

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 provided 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 the September 8, 2025 agreement (the “Prior Agreement”), Mr. O’Donnell was entitled to an annualized base salary of $500,000. He was 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 also received 400,000 restricted stock units (“RSUs”) under the Prior Agreement, which vested in full after six months of continuous service. The RSUs were granted with a grant date fair value of $584,000 and were recognized as stock-based compensation expense on a straight-line basis over the six-month vesting period. During the three months ended June 30, 2026, the Company recognized $0 of stock-based compensation expense related to these RSUs. During the six months ended June 30, 2026, the Company recognized $194,667 of stock-based compensation expense related to these RSUs. Mr. O’Donnell is eligible to participate in the Company’s employee benefit plans and will be reimbursed for reasonable business expenses.

On June 5, 2026, the Company entered into an Amended and Restated Compensation Agreement (the “A&R Agreement”) with Mr. O’Donnell, which amends and restates in its entirety the Prior Agreement. The A&R Agreement provides for a term of up to three years commencing June 5, 2026, during which Mr. O’Donnell will continue to serve as Chief Executive Officer.

Under the A&R Agreement, Mr. O’Donnell will receive an annual base salary of $550,000. In connection with execution of the A&R Agreement, the Compensation Committee approved a one-time cash bonus of $875,000 to Mr. O’Donnell, representing the full bonus amount that would have been payable under the Prior Agreement. No additional annual bonus opportunity exists under the new three-year term of the A&R Agreement. The A&R Agreement provides for the following termination and severance benefits: (i) upon termination without Cause, Mr. O’Donnell will be entitled to severance pay equal to the lesser of 18 months of base salary or base salary for the remainder of the term, plus accelerated vesting of all outstanding equity awards; (ii) upon termination for Cause or voluntary resignation,

Mr. O’Donnell will be entitled to accrued but unpaid base salary and reimbursable expenses only, and all unvested equity awards will be forfeited upon a termination for Cause; and (iii) upon death or disability, Mr. O’Donnell (or his estate) will be entitled to accrued but unpaid base salary and reimbursable expenses, plus an additional six months of base salary and benefits, including, in the case of death, continuation of dependent benefits for six months.

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:

On April 27, 2026, the Company entered into a Board of Directors Agreement with Thomas Lee, pursuant to which Mr. Lee will receive annual cash compensation of $850,000, payable quarterly, for his services as a director, with standard indemnification provisions. The agreement is substantially in the form of the Company’s form of Board of Directors Agreement previously filed with the SEC.

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)