CAST · FreeCast, Inc. Class A Common Stock

FreeCast, Inc. entered into a material definitive agreement to renew and modify an existing revolving convertible promissory note with Nextelligence, Inc., an entity controlled by the Company's CEO and Chairman, William A. Mobley, Jr. The renewed Note supersedes the former agreement dated November 21, 2025, maintaining a principal cap of $5 million while extending the maturity date to June 30, 2027. The agreement facilitates the conversion of outstanding debt into equity, providing the Company with balance sheet flexibility. Concurrent with the execution, Nextelligence converted $1,714,052 of principal into 484,354 shares, reducing the outstanding principal balance to $3.4 million. The conversion prices of $3.51 and $4.00 reflect recent market closing prices, indicating an arm's length valuation approach for the equity issuance despite the related-party nature of the transaction. The Note carries a standard interest rate of 12.0%, with an escalation to 18.0% upon default events such as bankruptcy or payment failures. The issuance of shares was exempt from registration under Section 4(a)(2) and Section 3(a)(9) of the Securities Act, as the transaction did not involve a public offering and was conducted with an accredited investor. This related-party financing underscores the Company's reliance on insider capital to fund operations, a factor investors should weigh when assessing liquidity and governance.