SurgePays, Inc.

Item 7.01. Regulation FD Disclosure. On August 5, 2026, SurgePays, Inc. (the “ Company ”) issued a press release announcing the formation of Redline Wireless Group, LLC (“ Redline ”), a Wyoming limited liability company established as a joint venture between the Company and one of the largest wireless master distribution organizations in the United States, to market, distribute, and support prepaid wireless services in the United States on a nationwide independent dealer footprint utilizing the Company’s LinkUp Mobile consumer prepaid wireless brand, MVNO platform, billing and provisioning software, and operations center. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01. Other Events. On August 3, 2026, the Company and the Contributing Member (as defined below) formed Redline Wireless Group, LLC (“ Redline ”), a Wyoming limited liability company (the “ Formation ”). Redline is expected to have the following characteristics: Structure and Ownership Redline will be owned 51% by the Company, as controlling and managing member (“ Managing Member ”), and 49% by one of the largest wireless master distribution organizations in the United States (or an entity designated by such organization), as noncontrolling member (the “ Contributing Member ”). Governance Redline will be governed by a six-member board of directors, with three directors appointed by the Company and three directors appointed by the Contributing Member. Brian Cox, Chief Executive Officer of the Company, will serve as chair of the board of directors of Redline, with a casting vote in the event of a deadlock. All material matters of Redline, including the annual operating budget, incurrence of indebtedness, capital expenditures above specified thresholds, related party transactions, distributions, transfers of membership interests, and the admission of additional members, will require the affirmative approval of the Board. Company Contributions The Company’s contributions to Redline will consist entirely of in-kind assets and services and will not include the transfer or assignment of the Company’s direct carrier relationships or wholesale MVNO agreements, which the Company will retain at the SurgePays, Inc. corporate level. The Company’s in-kind contributions and rights that will be made available to Redline include the rights to use the LinkUp Mobile consumer prepaid wireless brand and related intellectual property (which will be licensed to Redline pursuant to an Intellectual Property License Agreement), access to the Company’s MVNO platform, and the Company’s billing, provisioning, customer service, technical support, and back office systems, together with the Company’s operations center and general and administrative infrastructure, in each case to be made available to Redline pursuant to a Master Services Agreement priced at documented cost as a pure pass through with no markup or management fee at the parent to subsidiary level. The Company does not expect to make any cash capital contribution to Redline in connection with the Formation. Carrier Relationships The Company’s direct carrier relationships and wholesale MVNO agreements will not be contributed to Redline. Those relationships and agreements will be retained by the Company at the SurgePays, Inc. corporate level. Redline will be granted rights to utilize the Company’s carrier rails for the marketing, distribution, and support of prepaid wireless services under the LinkUp Mobile brand pursuant to the Master Services Agreement. Redline’s ability to utilize the Company’s carrier rails will be subject to any consents required under the Company’s existing carrier agreements. Contributing Member Contributions The Contributing Member will contribute to Redline access to its national independent dealer prepaid wireless distribution channel of more than 20,000 active independent dealers, an exclusive right for Redline to distribute prepaid wireless services on the Company contributed carrier rails through such channel, and related restrictive covenants of the Contributing Member and its principals with respect to competing prepaid wireless distribution activities. LinkUp Mobile Brand Redline will operate its consumer prepaid wireless business under the LinkUp Mobile brand. The LinkUp Mobile brand and related intellectual property will remain owned by the Company and will be licensed to Redline pursuant to an Intellectual Property License Agreement. Accounting Treatment The Company intends to consolidate Redline as a majority owned controlled subsidiary in accordance with Accounting Standards Codification 810, Consolidation, with the Contributing Member’s 49% economic interest reported as a noncontrolling interest in the Company’s consolidated financial statements. Expected Cash Flow Profile The Company currently expects Redline to be cash flow positive from its first month of commercial operations. Actual results may differ from this expectation. See “Forward-Looking Statements” below. Closing Conditions Certain rights of Redline under the Master Services Agreement, including its ability to utilize the Company’s carrier rails, will be subject to the satisfaction of customary closing conditions, including the receipt of any consents required under the Company’s existing carrier agreements.