Exascale Labs Holdings Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 4, 2026, Exascale Labs Holdings Inc. (the “Company”) appointed Gildas Bonnier as Interim Chief Financial Officer of the Company, effective as of September 4, 2026. In his position as Interim Chief Financial Officer, Mr. Bonnier will act as the Company’s “principal financial officer” while a formal search process to identify and appoint a permanent Chief Financial Officer of the Company is conducted. Mr. Bonnier will be reporting to the Chief Executive Officer of the Company and will be subject to the oversight of the Audit Committee of the Board of Directors of the Company. Gildas Bonnier, 51, has more than 20 years of experience in P&L oversight, strategic planning, margin improvement, cost optimization, and execution in capital-intensive businesses in the industrial infrastructure sector. From 2003 to 2024, Mr. Bonnier held progressively senior roles at Air Liquide. As Business Development Director, Hydrogen Energy (2021 - 2024), Mr. Bonnier managed commercial opportunities representing a substantial portion of business-unit revenue and gross margin and developed partnerships involving approximately $325 million of contemplated capital investment. As Data Science Group Lead, R&D (2017 - 2020), Mr. Bonnier led pricing, contract-optimization and customer analytics initiatives. As Strategic Initiatives and Product Management, Industrial Merchant (2014 - 2016), Mr. Bonnier developed the five-year strategic plan for a $900 million business unit, managed performance of a $500 million product line, and led pricing and asset-utilization initiatives targeting EBIT improvements. Following Air Liquide, in 2025 Mr. Bonnier served as Head of Hydrogen Sourcing and Partnerships at Nikola Motors, where he led sourcing, commercial restructuring and cost-reduction initiatives. In 2026, he co-founded Grove Hydrogen Solutions, an infrastructure services venture focused on the operations and maintenance of hydrogen refueling stations and owners’ representation during project development and execution. Mr. Bonnier holds an MBA in Finance from the Wharton School, an M.S. in Transportation Infrastructure from École des Ponts ParisTech, and a B.S. in Mechanical Engineering from ESTACA. In connection with the appointment of Mr. Bonnier as the Company’s Interim Chief Financial Officer, the Company entered into a consulting agreement, dated as of September 4, 2026, with Mr. Bonnier (the “Consulting Agreement”). Pursuant to the Consulting Agreement, the Company will pay Mr. Bonnier a fee of $10,000 per calendar month, prorated for any partial month, payable monthly in arrears. The foregoing fee constitutes the entirety of Mr. Bonnier’s compensation for his services as the Company’s Interim Chief Financial Officer. Mr. Bonnier will not be entitled to any bonus, equity award, severance or employee benefits under the Consulting Agreement. The Company will reimburse Mr. Bonnier for reasonable, documented, out-of-pocket business expenses incurred in connection with the performance of his/her services, provided that such expenses are approved in advance by the Company’s Chief Executive Officer. The Consulting Agreement will continue until the earliest of (i) the date a permanent Chief Financial Officer of the Company begins service, (ii) termination by either party upon ten (10) days’ written notice to the other party or (iii) immediate termination by the Company for fraud, willful misconduct, gross negligence, material breach of the Consulting Agreement, violation of applicable law or material Company policy, or refusal to perform the services. There are no arrangements or understandings between Mr. Bonnier and any other person pursuant to which Mr. Bonnier was appointed as Interim Chief Financial Officer of the Company. There are no family relationships between Mr. Bonnier and any director or executive officer of the Company. There are no current or proposed transactions in which Mr. Bonnier has or will have a direct or indirect material interest and in which the Company is or will be a participant that requires disclosure pursuant to Item 404 (a) of Regulation S-K.