CREATD INC

Item 1.01 - Entry into a Material Definitive Agreement On September 23, 2026, Creatd, Inc. (the " Company ") entered into a Share Exchange Agreement (the "Exchange Agreement") with C2 Capital Group, Inc. d/b/a C2 Live, a Nevada corporation ("C2"). Pursuant to the Exchange Agreement, C2 issued to the Company 968,361 newly issued shares of C2 common stock, representing 10% of C2's issued and outstanding common stock, and the Company issued to C2 300,000 shares of the Company's common stock and 25,064 shares of the Company's Series B Convertible Preferred Stock, convertible in the aggregate into 668,361 shares of the Company's common stock. The exchange was effected on a one-for-one common-equivalent basis at a value of $3.75 per share, the closing price of the Company's common stock on the OTCQB Market on September 22, 2026, as reported by OTC Markets Group Inc. The Series B Convertible Preferred Stock is non-voting, has a stated value of $100.00 per share and a fixed conversion price of $3.75 per share, is subject to a 4.99% beneficial ownership conversion limitation, and may not be converted prior to the day following the six-month anniversary of its issuance. The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. On September 29, 2026, the Company issued a press release announcing the transaction, a copy of which is furnished as Exhibit 99.1 hereto.