Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On August 14, 2025, Alpha Modus Holdings, Inc. (the "Company") entered into an exchange agreement (the "Exchange Agreement") with a family trust of the Company's CEO, William Alessi, pursuant to which the trust will exchange an aggregate of 4,300,000 shares of Series C Preferred Stock (held in the name of The Alessi 2023 Irrevocable Trust, and which shares are deemed to be beneficially owned by Mr. Alessi as Mr. Alessi's spouse is the trustee of the trust) for an aggregate of 40,111,940 shares of Class A common stock. In the Exchange Agreement, the trust agreed not to sell or otherwise transfer the shares of common stock to be received in the exchange until June 13, 2026 (except for permitted transfers to an affiliate).

The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02. The shares of common stock will be issued to the trust in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the shares of common stock will be issued in exchange for shares of Series C Preferred Stock, there was no additional consideration for the exchange, and there was no remuneration for the solicitation of the exchange.