Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On April 8, 2026, FreeCast, Inc. ("we," "us," or "our") issued 137 warrants to 137 accredited investors to purchase an aggregate of 6,743,587 shares of our Class A common stock (the "Warrants"). The Warrants had an exercise price per share of $4.25, and expired on May 15, 2026. The issuance of the Warrants was disclosed in a Current Report on Form 8-K, along with a form of the Warrants included as an exhibit thereto, we filed with the Securities and Exchange Commission on April 15, 2026. On May 8, 2026, our board of directors amended the Warrants by lowering the exercise price per share to $1.33 and extending the expiration date to May 22, 2026.

Two Warrant holders, Carl Peterson and Joyce Peterson (the "Investors"), exercised their respective Warrants, and on May 28, 2026, we issued an aggregate of 250,000 shares of our Class A common stock (the "Shares"). In connection with the exercise of the Warrants, we received aggregate proceeds of $332,500. The other Warrants have expired without being exercised, and the 6,493,587 shares of Class A common stock initially reserved for issuance upon exercise of the other Warrants are no longer reserved, and have been returned to the status of authorized and unissued.

The issuance of the Shares in connection with the Warrants being exercised was deemed to be exempt from registration under the Securities Act of 1933, as amended, (the "Securities Act") in reliance on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. Each of the Investors had access to information concerning us and our business prospects and acquired the Shares for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the Shares. Each of the recipients of the Shares also represented to us that they were an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act.