NIXXY INC

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Election of Director On June 29, 2026, Simon Kearney became as a member of Nixxy, Inc. (the “Company”) Board of Directors (the “Board”). Mr. Kearney, 60, is a senior business owner-operator with decades of leadership in hospitality, commercial real estate, asset management, and strategic growth initiatives. Since January 2012, he has served as President and CEO of Kilkenny LLC, and since January 2015, he has served as President and CEO of Killane LLC, where he provided management duties for real estate holdings. He also served as President of Kilnock, Inc. from March 2003 until September 2023. There is no arrangement or understanding between Mr. Kearney and any other persons pursuant to which Mr. Kearney was appointed to his position. There are no family relationships between Mr. Kearney and any of the Company’s officers or directors. There are no other transactions to which the Company or any of its subsidiaries is a party in which Mr. Kearney has a material interest subject to disclosure under Item 404(a) of Regulation S-K, or which has not previously been disclosed. As compensation for his appointment as a member of the Board, Mr. Kearney was granted (a) 50,000 shares of common stock under the Company’s 2024 Equity Incentive Plan (the “Plan”) (the “Initial Shares”); and (b) for each year of service, beginning for and pro-rated for the current year, and for each year that Mr. Kearney continues to be a member of the Board, 50,000 shares of common stock that vest in four even quarterly payments; and (c) a monthly payment of $2,500.