Energy & Water Development Corp

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Chairman and Director On August 26, 2026, Ralph Max Hofmeier delivered written notice resigning, effective immediately, from his positions as Chairman of the Board of Directors (the "Board") and as a director of Energy and Water Development Corp. (the "Company"). At the time of his resignation, Mr. Hofmeier served as Chairman of the Board. The Company has no separately constituted Board committees. Mr. Hofmeier stated that his resignation resulted from a disagreement with the Company's Chief Executive Officer concerning the Company's operations, policies and practices. In his resignation letter, Mr. Hofmeier alleged ongoing unlawful and misleading activities and breaches of fiduciary duties by the Chief Executive Officer and asserted that a Board deadlock prevented investigation or corrective action. The Company disagrees with Mr. Hofmeier's allegations and characterizations and does not believe that they accurately describe the relevant circumstances. The allegations have not been established by an independent investigation, Board determination or adjudication. The Company reserves all rights with respect to the matters referenced in the resignation letter. Mr. Hofmeier's resignation letter concerned only his positions as Chairman and director. It did not state that he was resigning from his separate position as Chief Technology Officer. A copy of Mr. Hofmeier's resignation letter is filed as Exhibit 17.1 to this Current Report on Form 8-K and is incorporated herein by reference. Appointment of Dale Johnson III as Director Effective August 27, 2026, Irma Velazquez Diaz, acting as the sole remaining director under the Company's Bylaws and applicable Florida law, appointed Dale Johnson III to fill the Board vacancy created by Mr. Hofmeier's resignation. Mr. Johnson accepted the appointment in writing. Mr. Johnson was selected through the Board process described above and was not selected pursuant to any arrangement or understanding with any person other than the Company. The Company has no separately constituted Board committees, and Mr. Johnson was not appointed to any Board committee. Based on the information provided to the Company, there are no transactions involving Mr. Johnson that are required to be disclosed under Item 404(a) of Regulation S-K. Mr. Johnson will not accrue or receive cash, equity or other director compensation before the Company completes a Qualified Capitalization, defined as the Company's receipt of at least $1,000,000 in unrestricted gross cash proceeds from equity financing, debt financing or a strategic investment, excluding funds restricted exclusively to a specific project or subsidiary. Completion of a Qualified Capitalization will not automatically create a payment obligation; any later director compensation must be prospective and separately approved by the Board. No securities were granted in connection with his appointment. Increase in Board Size and Appointment of Luis R. Vera Morales On August 28, 2026, the Board increased the authorized number of directors from two to three and conditionally appointed Luis R. Vera Morales to the newly created Board seat. Mr. Vera Morales's appointment became effective on August 29, 2026, when the conditions to his appointment were satisfied, including delivery of his written acceptance, independence and conflict disclosure, confidentiality undertaking and Director Service Terms. Mr. Vera Morales was selected through the Board process described above and was not selected pursuant to any arrangement or understanding with any person other than the Company. The Company has no separately constituted Board committees, and Mr. Vera Morales was not appointed to any Board committee. Based on the information provided to the Company, there are no transactions involving Mr. Vera Morales that are required to be disclosed under Item 404(a) of Regulation S-K. His Board service does not engage him or his firm to provide legal, environmental, consulting or other professional services. Any such engagement would require advance conflict disclosure, independent review and separate written approval. Mr. Vera Morales will not accrue or receive cash, equity or other director compensation before the Company completes the Qualified Capitalization described above. Completion of a Qualified Capitalization will not automatically create a payment obligation; any later director compensation must be prospective and separately approved by qualified directors. No securities were granted in connection with his appointment. Board Leadership Effective August 29, 2026, the three-member Board, acting by unanimous written consent in counterparts, elected Irma Velazquez Diaz as Chair of the Board, elected Dale Johnson III as Vice-Chair of the Board and designated Luis R. Vera Morales as Independent Director and Lead Independent Director. Ms. Velazquez Diaz continues to serve as President and Chief Executive Officer. None of these Board titles independently confers unilateral authority to bind the Company beyond authority granted by applicable law, the Company's governing documents or a valid Board resolution.