Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On July 24, 2025, Nature's Miracle Holding Inc. (the "Company") entered into debt-to-equity conversion agreements (the "Agreements") with Tie (James) Li ("Mr. Li"), Zhiyi Zhang ("Mr. Zhiyi Zhang"), George Yutuc ("Mr. Yutuc"), and Peng Zhang ("Mr. Peng Zhang"). Pursuant to the Agreements, wages and salaries owed and unpaid to Mr. Li, Mr. Zhiyi Zhang, and Mr. Yutuc were converted into shares of common stock of the Company based on the trading price of $0.1305, the price at the end of the signing date of the Agreements.

Pursuant to the Agreement with Mr. Li, the parties agreed that his unpaid wages and salaries through July 23, 2025, or $673,476, be converted into 5,160,739 shares of common stock of the Company.

Pursuant to the Agreement with Mr. Zhiyi Zhang, the parties agreed that his unpaid wages and salaries through July 23, 2025, or $406,691, be converted into 3,111,408 shares of common stock of the Company.

Pursuant to the Agreement with Mr. Yutuc, the parties agreed that 50% of his wages and salaries from February 2025 to June 30, 2025, or $52,083, be converted into 399,106 shares of common stock of the Company.

Mr. Li is the Company's chief executive officer, Mr. Zhang is the Company's president, and Mr. Yutuc is the Company's chief financial officer.

Pursuant to the Agreement with Mr. Peng Zhang, debt owed on a note issued to Mr. Peng Zhang by the Company in an outstanding amount of $560,000 was converted into 4,291,188 shares of common stock of the Company based on the trading price of $0.1305, the price at the end of the signing date of the Agreement.

Pursuant to the Agreements, the Company agreed to file a registration statement with the Securities and Exchange Commission to register the resale of the shares issued pursuant to the Conversion Agreements.

In connection with the foregoing, the Company relied on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for a transaction not involving a public offering.

As a result of the foregoing transactions, the Company had an aggregate of 23,520,742 shares outstanding as of July 25, 2025.

The foregoing descriptions of the Agreements do not purport to be complete and are qualified in their entirety by reference to the form of the Agreement with the employees of the Company and the Agreement with Mr. Peng Zhang as noteholder, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this report is incorporated herein by reference.