Global Asset Management Group, Inc.

The Note bears simple interest at 6.00% per annum and matures on August 31, 2029. Beginning six months after issuance and continuing until maturity, the holders may convert all or a portion of the outstanding obligations under the Note into shares of the Company’s common stock at a conversion price equal to 85% of the 30-day volume-weighted average price of the Company’s common stock. The conversion price has no contractual floor or cap.

The Company may prepay the Note, in whole or in part, without premium or penalty upon at least five business days’ prior written notice, subject to the holders’ right to convert the amount scheduled for prepayment before the applicable prepayment date. At the Company’s election, accrued interest may be paid in cash, shares valued using the same conversion formula, or a combination thereof, subject to applicable law, authorized-share availability, and the Company’s capitalization and disclosure controls.

Pursuant to the Transition Operations Manager Agreement, Paul M. Gendron will provide transition operations services for up to one year following the closing, unless earlier terminated by Sustainable Properties, LLC. His duties include customer transition, municipal contracts, vendor relations, employee training, fleet and shop transition, and operational continuity. He has no independent authority to borrow funds, pledge assets, bind G&O, open bank accounts, or execute financing documents without written authorization from the Company’s president. The Transition Operations Manager Agreement was executed by the parties on August 31, 2026.

The foregoing descriptions are qualified in their entirety by reference to the Stock Purchase Agreement, Convertible Promissory Note, Transition Operations Manager Agreement, and Stock Pledge and Security Agreement filed as Exhibits 2.1, 4.2, 10.1, and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

The Company is evaluating whether the acquisition requires the filing of historical financial statements of G&O or pro forma financial information under applicable rules and regulations and, if required, will file such information by amendment within the applicable filing period.

The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.01.

In connection with the acquisition, the Company also issued the Note in the original principal amount of $980,000. The Note was issued without registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. Any shares of common stock issued upon conversion of the Note will be issued only pursuant to an effective registration statement or an available exemption from registration and will constitute restricted securities unless registered or otherwise freely transferable under applicable law. Any such shares will also be subject to the terms and transfer restrictions set forth in the Note and applicable securities laws.

Item 3.03 Material Modification to Rights of Security Holders.

The holders of Series A Preferred Stock are not entitled to receive dividends. Upon any voluntary or involuntary liquidation, dissolution, or winding up of the Company, each share of Series A Preferred Stock is entitled to receive a liquidation preference of $0.01 per share before any distribution is made to holders of the Company’s common stock. Following payment of such liquidation preference and any other required preferential distributions, the remaining assets of the Company are distributable to holders of common stock.

The foregoing summary is qualified in its entirety by reference to the Certificate of Designation of Series A Preferred Stock filed as Exhibit 4.1 to this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Neither promotion was pursuant to any arrangement or understanding with any other person. There are no family relationships between either officer and any director or executive officer of the Company requiring disclosure under applicable SEC rules.

Item 8.01 Other Events On August 31, 2026, the Company’s Board of Directors memorialized and ratified the Company’s entry into the Stock Purchase Agreement on August 18, 2026, and the closing of the acquisition on August 26, 2026. The Board also approved the stated $1,820,000 purchase price and related settlement mechanics, authorized the $980,000 Note and related refinancing activities, authorized the issuance of 840,000 restricted shares of common stock, and authorized future issuances upon conversion of the Note or payment of interest, subject to applicable securities laws, authorized-share availability, market rules, and the Company’s capitalization and disclosure controls.