Big Digital Energy Inc

Proposal 2 asks stockholders to authorize issuance of common shares underlying the Series D Convertible Preferred Stock and the related warrant beyond the 19.99% exchange cap and other limits imposed by Nasdaq Listing Rule 5635(d). The securities were issued in a June 30, 2026 private placement to Six Thirty AI, LLC for gross proceeds of $15.03 million, together with a five-year warrant for 926,748 shares. The Series D has a floating conversion price subject to a $1.80 floor, while the warrant has an exercise price of $10.81. Without approval, the transaction documents would continue to restrict aggregate issuances to 19.99% of the pre-transaction outstanding common stock. Approval would allow the Company to issue potentially up to the shares covered by the registration statement, including shares associated with accrued PIK dividends, subject to other ownership and monthly conversion restrictions. The Company warns that approval could materially dilute existing holders and increase shares available for resale, potentially pressuring the stock price. If approval is withheld, the preferred stock and warrant remain outstanding, dividends continue accruing, and the Company may face redemption, covenant, and cash-use constraints. The Purchaser is controlled by Executive Chair Joshua Kilgore, CEO Phillip Stanley, and COO Cody Smith, making the transaction particularly significant from a related-party and governance perspective. A special transactions committee of disinterested directors and the Audit Committee reviewed and approved the transaction. The Board unanimously recommends a vote FOR, principally to remove the issuance restriction and preserve flexibility under the financing.

Proposal 3 asks stockholders to approve an amended and restated 2024 Omnibus Equity Incentive Plan. The amendment would add 1,000,000 shares to the plan’s authorized reserve, increasing the total stated reserve to 1,500,000 shares before other recycling and evergreen provisions. Management says approximately 425,827 shares remain available and expects the existing reserve to be exhausted in 2026 or 2027. The Company argues that equity awards are important for attracting, retaining, and motivating employees, consultants, and non-employee directors in a rapidly changing digital-infrastructure business. It also contends that replacing equity compensation with cash would increase operating expenses and negative cash flow, potentially reducing funds available for capital projects. The proposed reserve is expected to support equity awards for approximately two to three years, although actual usage will depend on business conditions, stock price, hiring, and retention needs. The plan includes governance protections such as independent administration, minimum exercise prices for options and stock appreciation rights, limited transferability, and clawback provisions. The plan also contains an evergreen provision allowing annual increases of up to 250,000 shares through the plan’s ten-year term, subject to Board determination. The additional reserve could produce meaningful dilution because the Company has only 5,718,050 common shares outstanding as of the record date. The Board nevertheless determined the increase was appropriate and unanimously recommends a vote FOR.

Proposal 4 asks stockholders to amend the Certificate of Incorporation to increase authorized common shares from 90 million to 200 million and authorized preferred shares from 1 million to 2 million. The proposed amendment would give the Board authority to issue additional shares without further stockholder approval, subject to applicable law, Nasdaq rules, and existing contractual rights. Management states that only 5,718,050 common shares were outstanding as of September 14, 2026, while 100,000 preferred shares had been designated as Series D and 16,400 Series D shares were outstanding. The Company says the additional capacity is prudent because it expects to need external financing for working capital and business development. Potential uses include capital raising, equity incentives, strategic relationships, acquisitions, and other corporate purposes. Management says it currently has no specific plans, agreements, or understandings for issuing the additional authorized shares. The principal shareholder concern is dilution of earnings per share, book value per share, voting power, and percentage ownership. The availability of preferred shares could also permit future designations with special rights, subject to Series D holder protections and other approval requirements. The expanded authorization could have anti-takeover effects by enabling defensive issuances that make a change in control more difficult or expensive. The Board unanimously recommends a vote FOR, emphasizing financing and corporate flexibility while acknowledging potential dilution and takeover-related risks.

Proposal 6 asks stockholders to authorize the Board to adjourn the Annual Meeting if necessary or appropriate. The stated purpose is to provide additional time to solicit proxies when there are insufficient votes to approve one or more of the other proposals. An adjournment could occur even after proxies opposing the proposals have been received, allowing the Company to seek to persuade those stockholders to change their votes. Stockholders who have already submitted proxies would retain the ability to revoke them before the proxies are used. The proposal is procedural rather than substantive and does not itself approve the Series D financing, equity plan, authorized-share increase, or any other underlying matter. Its practical effect is to preserve management’s ability to continue solicitation and defer voting if the meeting lacks sufficient support. Because the proposal is treated as routine under the filing’s voting discussion, brokers may have authority to vote uninstructed shares. Approval requires a majority of votes cast, with abstentions described as having no effect on the outcome. The Board unanimously recommends a vote FOR, primarily to avoid an unsuccessful or prematurely concluded meeting caused by insufficient votes.