Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On May 14, 2026, Arrive AI Inc. (the "Company") entered into a Standstill Agreement (the "Standstill Agreement") with Streeterville Capital, LLC, a Utah limited liability company (the "Investor"). The Standstill Agreement was entered into in connection with that certain Securities Purchase Agreement, dated March 21, 2025, by and between the Company and the Investor (the "Purchase Agreement" and, together with all other documents entered into in connection therewith, the "Transaction Documents"), pursuant to which the Company previously sold and issued to the Investor a series of Pre-Paid Purchases.

Pursuant to the Standstill Agreement, the Investor has agreed, subject to certain conditions, to refrain from delivering Purchase Notices to the Company under any outstanding Pre-Paid Purchases for the period beginning on May 14, 2026 and ending on December 31, 2026 (the "Standstill Period"). Notwithstanding the foregoing, the Investor may submit purchase notices during the Standstill Period on any trading day on which the Company's shares of common stock trade at a price that is at least fifteen percent (15%) greater than the Nasdaq Minimum Price (as defined under Nasdaq Rule 5635(d)) for such trading day.

Except as set forth in the Standstill Agreement, each outstanding pre-paid purchase remains in full force and effect in accordance with its terms. The Standstill will terminate upon the occurrence of any material breach of the Standstill Agreement by the Company or any event of default under any transaction document, at which time the Investor shall have the right to submit Purchase Notices in accordance with the applicable outstanding Pre-Paid Purchases. No additional cash or other property consideration was exchanged in connection with the Standstill Agreement.

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