Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Convertible Promissory Note Offering; Securities Purchase Agreement

On October 28, 2026, Stewards, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with Crom Structured Opportunities Fund I, LP, an accredited investor (the "Investor"). Pursuant to the terms and conditions of the Securities Purchase Agreement, the Investor agreed to purchase from the Company in a private placement offering (the "Offering"), in one or more tranches, unsecured convertible promissory notes in an aggregate principal amount of up to $22,000,000, for an aggregate purchase price of up to $20,000,000. On October 28, 2026, the Company issued and sold to the Investor the initial unsecured convertible promissory note with a 10% original issue discount ("OID"), in the principal amount of $6,050,000 and with a purchase price of $5,500,000 (the "Note").

The Company will pay a one-time interest charge on the principal amount of the Note at a rate of 10%, which is guaranteed and earned in full as of the date of issuance. The maturity date of the Note is twelve (12) months from the date of issuance (the "Maturity Date"), on which date the principal amount (which includes the OID) and any accrued and unpaid interest and other fees are due and payable.

Any outstanding principal or interest on the Note that is not paid when due will bear interest at the rate of the lesser of: (i) 18% per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid. Upon the occurrence of a bankruptcy or receivership event of default, the Note will automatically become immediately due and payable, and upon the occurrence of any other event of default, the Investor may declare the Note immediately due and payable. In addition, upon an event of default, the Company will be required to pay an amount equal to the principal amount then outstanding plus accrued interest through the date of full repayment multiplied by 127.5%, plus applicable costs and fees. The Company may prepay the outstanding principal amount and interest due under the Note in full at any time, without premium or penalty, upon ten (10) trading days' prior written notice.

Beginning on January 31, 2027, the Investor has the right (subject to a 4.99% beneficial ownership limitation) to convert all or any portion of the then outstanding and unpaid principal amount and interest under the Note into shares (the "Conversion Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"). The Investor may not convert any portion of the Note prior to January 31, 2027, including following an event of default. The per share conversion price (the "Conversion Price") at which principal and interest under the Note will be convertible into shares of Common Stock is equal to 90% of the lowest daily dollar volume weighted average price of the Common Stock on any trading day during the five (5) trading days prior to the respective conversion date, subject to adjustment as provided in the Note. "VWAP" means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (as defined in the Note) during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Quotestream or other similar quotation service provider designated by the Investor.

Pursuant to the Note, the Company will, at all times, reserve from its authorized and unissued shares of Common Stock a sufficient number of shares to provide for the issuance of the Conversion Shares equal to the greater of: (i) 7,000,000 shares of Common Stock, and (ii) an amount equal to: (a) the number of Conversion Shares issuable upon the full conversion of the Note (assuming no payment of the principal amount or interest) at a conversion price equal to the Conversion Price multiplied by (b) 2.5.

The Note is a general unsecured obligation of the Company, ranking at least pari passu with all other existing and future unsecured and unsubordinated indebtedness of the Company.

The Conversion Price is subject to full-ratchet anti-dilution adjustment in the event the Company issues or sells, or is deemed to have issued or sold, Common Stock or securities convertible into or exercisable for Common Stock at an effective price per share lower than the then-applicable Conversion Price, subject to certain exceptions. While any note issued in the Offering remains outstanding, the Company is required to apply 50% of the gross proceeds of any equity or equity-linked financing (including the Company's planned registered public offering) to the repayment of the notes, and the Investor may require the Company to apply up to 25% of the proceeds of certain asset sales and incurrences of indebtedness to such repayment, in each case subject to certain exceptions. The Securities Purchase Agreement also grants the Investor a right to participate in certain subsequent financings of the Company, a right to apply amounts outstanding under the notes toward the purchase of securities in certain future financings, and most favored nation rights with respect to certain subsequent convertible note financings, and restricts the Company from entering into variable rate transactions without the Investor's consent. The Note contains customary restrictive covenants, including limitations on the incurrence of indebtedness, payment of dividends, repurchases of capital stock, sales of assets and transactions with affiliates. The Investor may deduct a fee of $1,750 from the amount converted in each conversion when no registration statement covering the resale of the Conversion Shares is effective, and the Investor's sales of Common Stock are subject to certain daily volume limitations for a period commencing January 31, 2027.