GPO Plus, Inc. issued 4,000,000 shares of Series A-1 Preferred Stock to CEO and sole director Brett H. Pojunis as compensation for services rendered, deferred compensation, and personal credit support provided to the company. The board valued the issuance at $160,000 in aggregate, equivalent to $0.04 per common-equivalent share based on the August 19, 2026 closing price. Each preferred share carries 100 votes and is convertible one-for-one into common stock. This transaction was approved as executive compensation under Item 5.02 and filed pursuant to Section 4(a)(2) exemptions. GPO Plus, Inc. operates in the general purchasing organization (GPO) industry, facilitating group purchasing programs for businesses.

GPO Plus, Inc. acquired the ClearLine engagement platform and GPOX Wireless business from SurgePays, Inc. for a $27,500,000 purchase price paid entirely in 25,000,000 shares of newly designated Series D Preferred Stock. The transaction closed on September 10, 2026. As additional consideration, GPO Plus issued Emerald Shoals Targeted Opportunities Fund LP a five-year warrant to purchase 15,000,000 common stock shares across three tranches exercisable at $0.05, $0.15, and $0.25 per share. The Series D Preferred Stock is convertible into one common share each but carries no voting rights or preferential dividends. GPO Plus operates in the group purchasing organization (GPO) industry.