Director — Eric Seidel: The filing discloses the appointment of a new independent director to expand the board and satisfy Nasdaq audit committee requirements, which is a routine governance action rather than an executive departure.

Entry into a Material Definitive Agreement. On June 30, 2026, FreeCast, Inc., a Florida corporation (the " Company, " " we, " " us " or " our ") entered into a Securities Purchase Agreement (the “ Securities Purchase Agreement ”) with new institutional and existing long term investors (the “ Investors ”) for a private placement of: (i) 4,666,667 shares of our Class A common stock, par value $0.0001 per share (the “ Common Stock ”); and (ii) pre-funded warrants to purchase 3,243,807 shares of…

The Securities and the Placement Agent Warrants were sold without registration under the Securities Act of 1933, as amended (the “ Securities Act ”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506(b) of Regulation D promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws.

Regulation FD Disclosure. On July 1, 2026, FreeCast, Inc. issued a press release announcing the pricing of the private placement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. This information and the information contained in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any…

Unregistered Sales of Equity Securities. On April 8, 2026, FreeCast, Inc. (" we ," " us ," or " our ") issued 137 warrants to 137 accredited investors to purchase an aggregate of 6,743,587 shares of our Class A common stock (the " Warrants "). The Warrants had an exercise price per share of $4.25, and expired on May 15, 2026. The issuance of the Warrants was disclosed in a Current Report on Form 8-K, along with a form of the Warrants included as an exhibit thereto, we filed with the Securitie…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On April 20, 2026, FreeCast, Inc., a Florida corporation (the “ Company, ” “ we ” or “ our ”) entered into a Renewal Revolving Convertible Promissory Note, dated April 20, 2026, with Nextelligence, Inc. (“ Nextelligence ”) in the principal amount not to exceed $5 million (the “ Note ”). Nextelligence is controlled by William A. Mobley, Jr., our Chief Executive Officer, Chairman o…

Unregistered Sales of Equity Securities. In connection with our execution of the Note, Nextelligence elected to convert an aggregate of $1,714,052 of outstanding principal into a total of 484,354 Shares, at conversion prices of $3.51 with regards to 455,841 Shares and $4.00 with regards to 28,513 Shares. The offer, sale and issuance of the Note and the Shares were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) and Section 3(a)(9) of the Securitie…

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

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On April 20, 2025, (the “ Effective Date ”) FreeCast, Inc., a Florida corporation (the “ Company, ” “ we, ” “ us ” or “ our ”) entered into a Renewal Revolving Convertible Promissory Note, dated April 20, 2026, with Nextelligence, Inc. (“ Nextelligence ”) in the principal amount not to exceed $5 million (the “ Note ”). Nextelligence is controlled by William A. Mobley, Jr., our Ch…

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

Unregistered Sales of Equity Securities. On April 1, 2026, the board of directors of FreeCast, Inc. (“us” or “our”), approved the issuance of 137 warrants to 137 accredited investors to purchase an aggregate of 6,743,587 shares of our Class A common stock. These warrants have an issue date of April 8, 2026, however, the warrants were not enforceable against us until the warrants were signed and delivered by us on April 10, 2026, to the same holders of the 137 warrants to purchase the same agg…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. In a Registration Statement on Form S-1, Amendment 9 filed on December 9, 2025, we disclosed that on November 21, 2025, the Company entered into a revolving convertible promissory note with Nextelligence, Inc. (“ Nextelligence ”) in the principal amount of not more than $5 million (the “ Note ”). Nextelligence is controlled by William A. Mobley, Jr., our Chief Executive Officer,…

Entry into a Material Definitive Agreement. On March 30, 2026, FreeCast, Inc., a Florida corporation (the “ Company, ” “ we ” or “ our ”) entered into an Amendment to Equity Purchase Agreement (the “ Amendment ”) with Amiens Technology Investments, LLC (the “ Investor ”). The Amendment amends an Equity Purchase Agreement (the “ EPA ”) we entered into with the Investor on December 8, 2025, pursuant to which the Investor has committed to purchase shares of our Class A common stock, par value $0…

Entry into a Material Definitive Agreement. On March 30, 2026, FreeCast, Inc., a Florida corporation (the " Company, " " we " or " our ") entered into an Amendment to Equity Purchase Agreement (the " Amendment ") with Amiens Technology Investments, LLC (the " Investor "). The Amendment amends an Equity Purchase Agreement (the " EPA ") we entered into with the Investor on December 8, 2025, pursuant to which the Investor has committed to purchase shares of our Class A common stock, par value $0…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. In a Registration Statement on Form S-1, Amendment 9 filed on December 9, 2025, we disclosed that on November 21, 2025, the Company entered into a revolving convertible promissory note with Nextelligence, Inc.(" Nextelligence ") in the principal amount of not more than $5 million (the " Note "). Nextelligence is controlled by William A. Mobley, Jr., our Chief Executive Officer, C…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. In a Registration Statement on Form S-1, Amendment 9 filed on December 9, 2025, FreeCast, Inc., a Florida corporation (the “ Company, ” “ we ” or “ our ”) disclosed that on November 21, 2025, the Company entered into a revolving convertible promissory note with Nextelligence, Inc.(“ Nextelligence ”) in the principal amount of not more than $5 million (the “ Note ”). Nextelligence…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. In a Registration Statement on Form S-1, Amendment 9 filed on December 9, 2025, FreeCast, Inc., a Florida corporation (the “ Company, ” “ we ” or “ our ”) disclosed that on November 21, 2025, the Company entered into a revolving convertible promissory note with Nextelligence, Inc.(“ Nextelligence ”) in the principal amount of not more than $5 million (the “ Note ”). Nextelligence…