Entry into a Material Definitive Agreement. As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) on June 24, 2026, the Board of Directors (the “ Board ”) of CEA Industries Inc. (the “ Company ”) appointed Alex Odagiu as the Interim President of the Company and a member of the Board, in each case, effective June 23, 2026. On July 20, 2026, the Company entered into an agreement (the “ Consulting Agreement ”) with W4…

The disclosure is incomplete and does not provide specific details about any particular movement or event.

Director — Ling "Ella" Zhang, Alex Odagiu, Matthew Roszak: The company appointed new directors to the Board and assigned them to a newly formed CEO Search Committee.

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Entry into a Material Definitive Agreement. Cooperation Agreement with YZi Labs On June 23, 2026 (the “ Effective Date ”), CEA Industries Inc. (the “ Company ”) entered into a Cooperation Agreement (the “ Cooperation Agreement ”) with YZILabs Management Ltd. (“ YZi Labs ”), holder of 2,150,481 shares of the Company’s common stock and warrants to purchase an additional 21,215,860 shares of common stock, subject to the terms and conditions contained therein. Pursuant to the Cooperation Agreemen…

Results of Operations and Financial Condition. On June 23, 2026, CEA Industries Inc. (the “Company”) issued a press release announcing its financial and operational results for the year ended April 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On June 11, 2026, the management of CEA Industries Inc. (the “Company”), with the concurrence of the Audit Committee of the Board of Directors, concluded that the previously issued condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q for the (i) three months ended October 31, 2025, the period from June 7, 2025 through October 31, 2025 (t…

Director — Nicholas J. Etten: Mr. Etten resigned as a director of the Company.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 7, 2026, the Company received a letter from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it no longer complies with Nasdaq Listing Rule 5620(a) for continued listing of shares of the Company’s common stock, due to the Company’s failure to hold an annual meeting within 12 months of the Company’s fiscal y…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On April 30, 2026, the parties to the Loan Agreement agreed to a loan request for 10 million USDC at a loan fee amount of 9.5% per annum and an initial maturity date of October 30, 2026, with option to renew for additional 6-month terms on a rolling basis. The information set forth in

President — Anthony K. McDonald: Mr. McDonald resigned as President and director with a severance agreement.

Entry into a Material Definitive Agreement. On April 30, 2026, CEA Industries Inc. (the “ Company ”) entered into a master loan agreement (the “ Loan Agreement ”) with BitGo Prime, LLC (the “ Lender ”), pursuant to which the Company may borrow digital assets or cash from Lender from time to time. Each loan is documented in a separate loan request by the parties setting forth the specific terms, including principal amount, fees, collateral requirements, and the date on which the loan is to com…

Chief Financial Officer — William B. Miller: The company hired a new Chief Financial Officer and provided significant equity compensation.

Director — Hans Thomas: Mr. Thomas resigned from the Board of Directors without a named successor.

Chief Executive Officer — David Namdar: Mr. Namdar is transitioning out of his role as Chief Executive Officer with a structured agreement and compensation.

Results of Operations and Financial Condition. On March 16, 2026, CEA Industries Inc. (the “ Company ”) issued a press release announcing its financial and operational results for the quarter ended January 31, 2026 and announcing the leadership transition reported under

Chief Financial Officer — William B. Miller: The Company appointed William B. Miller as the Chief Financial Officer, bringing in a highly experienced executive with significant public company experience.

Director — Glenn W. Tyranski: Mr. Tyranski was appointed as a director to fill a vacancy and will serve on multiple committees.

Director — Russell Read: Mr. Russell Read resigned from the Board to accept a new employment position that requires him to refrain from serving on external boards.

Entry into a Material Definitive Agreement. The information set forth in

Material Modification to Rights of Security Holders. On December 26, 2025 (the “ Effective Date ”), the board of directors (the “ Board ”) of CEA Industries Inc., a Nevada corporation (the “ Company ”), adopted a stockholder rights agreement and declared (i) a dividend of one right (a “ Right ”) for each outstanding share of Company common stock, par value $0.00001 per share (“ Common Stock ”), to stockholders of record at the close of business on January 8, 2026 (the “ Record Date ”) and (ii…

of this Current Report on Form 8-K, the following exhibits are furnished as part of this Current Report. Exhibit No. Description 99.1 Earnings Release, dated December 15, 2025. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CEA Industries Inc. Dated: December 15, 2…

Director — Annemarie Tierney: Annemarie Tierney was appointed as an independent director and joined the Audit Committee and Nominating & Governance Committee.

in its entirety. The Company’s Treasury Dashboard provides a consolidated, periodically updated view of the Company’s BNB holdings and related treasury operating metrics. The Treasury Dashboard currently reports 515,054 BNB in total holdings. The Company expects to update the dashboard periodically with additional data and performance indicators. The press release provided an update on the Company’s previously announced common stock repurchase program. Since September 22, 2025, the Company ha…

Director — Carly E. Howard: Appointment of Carly E. Howard as a new director to the Board.