Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Effective as of June 16, 2026, SurgePays, Inc. (the "Company") entered into a secured note purchase agreement with an investor (the "NPA"), pursuant to which the Company sold, and the investor purchased, a promissory note in the original principal amount of $500,000 (the "Note").

The NPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The NPA grants the investor a junior security interest in all assets of the Company and appoints Belleau Wood Capital LP ("Belleau Wood Capital") as the collateral agent with respect to the security interest. The Note matures 24 months following the issue date, accrues interest at 14.5% per annum, and quarterly repayments in an amount equal to 25% of the original Note principal ($125,000) must be made each quarter beginning on the 12-month anniversary of the Note. The Note is convertible as follows: (i) at $2.00 per share with respect to the first 20% due under the Note, (ii) at $4.00 per share with respect to the second 20% due under the Note, (iii) at $6.00 per share with respect to the third 20% due under the Note, (iv) at $8.00 per share with respect to the fourth 20% due under the Note, and (v) at $10.00 per share with respect to the final 20% due under the Note.

The NPA and Note constitute the most recent tranche of funding under a series of note financings led by Belleau Wood Capital beginning on or about January 12, 2026, with the form of each note purchase agreement and note in the series in substantially the same form as the NPA and Note. Aggregate funding received by the Company under the series (and the aggregate original principal amount for all notes in the series) following the issuance of the Note on June 16, 2026, is $2,650,000. The Company may receive additional funding under this series in the future.

The foregoing descriptions of the NPA and Note do not purport to be complete and are qualified in their entirety by reference to the form of the NPA and Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.

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 Note was sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the issuance of the note did not involve a public offering.