MITESCO INC

Item 3.02 Unregistered Sales of Equity Securities. Series X Preferred Stock issuances for compensation On July 21, 2026 the Board of Directors by written consent agreed to make certain additions to its executive and Board compensation. The Company has agreed to issue 2,400 shares of its Series X Preferred stock whose total face value is $60,000 to two (2) of its Directors, each. The Company has also agree to issue 4,800 shares of its Series X Preferred shares to its CEO whose total face value is $120,000. Lastly, its has agreed to issue 2,400 shares of its Series X Preferred shares whose total face value $60,000 to an advisor to the Company for assistance on acquisitions. As a result of these issuances the Company now has 63,703 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding. The Series X Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase the Series X Preferred Stock; the Series X Preferred Stock is not redeemable prior to November 4, 2020. The Series X Preferred Stock will rank senior to all classes of the Company’s common and preferred stock and accrues dividends at the rate of 10% per annum on $25.00 per share. The Company reserves the right to pay the dividends in shares of the Company’s common stock at a price equal to the average closing price over the five days prior to the date of the dividend declaration. Beginning in October 2024, the Company elected to use the closing stock price on the 15th of each month. Each one share of the Series X Preferred Stock is entitled to 400 votes on all matters submitted to a vote of our shareholders, and as of the date of this filing the holders of its Series X Preferred shares have over 59% voting control of the Company’s stock. The securities described have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Series X Preferred Shares issued as incentive bonus for FY2026 As noted above, the Company has issued 2,400 shares of its Series X preferred stock to two (2) of its Directors as an incentive bonus for the first half of FY2026, valued at $60,000 for each. Also as noted above, the Company has issued 4,800 shares restricted common stock to its CEO as an incentive bonus for the first half of FY2026, valued at $120,000. These issuances are in addition to all other previously disclosed compensation arrangements.

Item 8.01 Other Events. The Company issued a press release on July 15, 2026 discussing its edge computing strategy. A copy of the press release is included in Exhibit 99.1 of this filing.