Edgemode (EDGM) CFO reports 34.1% stake, 350M-share options and control goal

Rhea-AI Filing Summary

Edgemode, Inc. insider Simon Enrico Wajcenberg has filed an amended Schedule 13D disclosing beneficial ownership of 1,078,917,710 shares of common stock, or 34.1% of the class, based on 3,160,158,602 shares outstanding as of January 7, 2026.

The holdings include 54,354,099 shares registered in his wife’s name and non-qualified options to purchase up to 350,000,000 shares. These options vest in two 50% tranches upon closing a 100 MW solid oxide fuel cell supply agreement and a 100 MW AI data center site sale agreement, as determined by the board.

He also owns one share of Series D preferred stock that carries voting power equal to 25.5% of the issued and outstanding common shares. Wajcenberg, who serves as chief financial officer and director, states that he acquired his securities with the purpose of exercising control over Edgemode.

Insights

Equity ownership and governance analyst

Filing highlights concentrated ownership and explicit control intent at Edgemode.

Edgemode discloses that its CFO and director, Simon Enrico Wajcenberg, beneficially owns 1,078,917,710 common shares, or 34.1% of the class, plus one Series D preferred share with voting power equal to 25.5% of issued and outstanding common stock.

The position combines existing common shares, 54,354,099 shares held in his wife’s name, and options for up to 350,000,000 shares that vest upon two 100 MW commercial milestones. This structure tightly links additional equity incentives to large-scale energy and AI data center agreements.

The stated purpose is to exercise control, which signals a controlling or near-controlling insider presence. Future disclosures around the fuel cell supply agreement and AI data center site sale agreement, each with a minimum 100 MW capacity, will clarify how quickly additional option-based ownership could become exercisable.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Edgemode, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

35131P102

(CUSIP Number)

Simon Enrico Wajcenberg
110 E. Broward Blvd., Suite 1700,
Ft Lauderdale, FL, 33301
954-380-3343

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 35131P102

1

Name of reporting person

Wajcenberg Simon Enrico

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,078,917,710.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,078,917,710.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,078,917,710.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

34.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Does not include one share of the Issuer's Series D Preferred Stock owned by the Reporting Person. The Series D Preferred Stock is entitled to vote together with the holders of common stock on all matters submitted to a vote of shareholders and each share of Series D Preferred Stock entitles the holder to voting power equal to 25.5% of the issued and outstanding shares of the Issuer's common stock.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value
(b)	Name of Issuer: Edgemode, Inc.
(c)	Address of Issuer's Principal Executive Offices: 110 E. Broward Blvd. Suite 1700, Ft. Lauderdale, FLORIDA , 33301.
Item 2.	Identity and Background
(a)	Simon Wajcenberg
(b)	110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301
(c)	Mr. Wajcenberg is the Chief Financial Officer and a director of Edgemode, Inc.
(d)	During the past five years the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	No
(f)	United Kingdom
Item 3.	Source and Amount of Funds or Other Consideration
	On February 10, 2026, the Reporting Person acquired non-qualified options to purchase up to 350,000,000 shares of the Issuer's common stock, which shall become vested and exercisable as follows: (a) 50% of the options shall vest upon the closing of a purchase agreement between the Issuer (and/or its subsidiary) and solid oxide fuel cell supplier for a minimum power capacity of 100 MW, as determined by the Board of the Issuer; and (b) 50% of the options shall vest upon the closing of an AI data center site sale agreement between the Issuer (and/or its subsidiary) and a buyer which is for a minimum capacity of 100 MW, as determined by the Board of the Issuer.
Item 4.	Purpose of Transaction
	The Reporting Person is the Chief Financial Officer and a director of the Issuer. He acquired all of his securities with the purpose of exercising control.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns 1,078,917,710 shares of the Issuer's common stock. This includes (i) 54,354,099 shares of common stock held in the name of the Reporting Person's wife and (ii) non-qualified options to purchase up to 350,000,000 shares of the Issuer's common stock. Does not include one share of the Issuer's Series D Preferred Stock owned by the Reporting Person. The Series D Preferred Stock is entitled to vote together with the holders of common stock on all matters submitted to a vote of shareholders and each share of Series D Preferred Stock entitles the holder to voting power equal to 25.5% of the issued and outstanding shares of the Issuer's common stock. The above number of shares amounts to approximately 34.1% of the 3,160,158,602 outstanding shares of common stock as of January 7, 2026.
(b)	The Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition of all shares beneficially owned by the Reporting Person.
(c)	Except as described in this Schedule 13D under Item 3 above, the Reporting Person did not engage in any transactions in shares of the Issuer's common stock during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	In connection with the Reporting Person's ownership he entered into a Stock Option Grant dated February 10, 2026 with the Issuer. Copies of the document is included as an exhibit to this report and are incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	EX-10.1, Simon Wajcenberg Stock Option Grant dated February 10, 2026, Incorporated by Reference to Form 8-K filed February 12, 2026 as EX-10.2

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Wajcenberg Simon Enrico

Signature:	/s/ Wajcenberg Simon Enrico
Name/Title:	individually
Date:	02/12/2026

FAQ

How many Edgemode (EDGM) shares does Simon Enrico Wajcenberg beneficially own?

Simon Enrico Wajcenberg beneficially owns 1,078,917,710 shares of Edgemode common stock, representing 34.1% of the class, based on 3,160,158,602 shares outstanding as of January 7, 2026, including shares held by his wife and option holdings.

What new stock options did Simon Enrico Wajcenberg receive from Edgemode (EDGM)?

On February 10, 2026, Simon Enrico Wajcenberg acquired non-qualified options for up to 350,000,000 shares of Edgemode common stock. These options vest in two 50% tranches tied to closing a 100 MW fuel cell supply agreement and a 100 MW AI data center site sale agreement.

How is the 34.1% ownership percentage for Edgemode (EDGM) calculated in this filing?

The 34.1% ownership is calculated from 1,078,917,710 shares beneficially owned compared to 3,160,158,602 Edgemode common shares outstanding as of January 7, 2026. The beneficial holdings include direct shares, shares held by his wife, and option-based interests.

What triggers vesting of Simon Enrico Wajcenberg’s 350,000,000 Edgemode (EDGM) options?

Half of the 350,000,000-share option grant vests upon closing a purchase agreement for at least 100 MW of solid oxide fuel cell capacity. The remaining half vests upon closing an AI data center site sale agreement for at least 100 MW, both as determined by Edgemode’s board.

What is the significance of the Series D preferred share held by Simon Enrico Wajcenberg at Edgemode (EDGM)?

Simon Enrico Wajcenberg holds one Series D preferred share, which votes together with common stock and provides voting power equal to 25.5% of issued and outstanding common shares, enhancing his overall voting influence beyond his reported common stock beneficial ownership.

What purpose does Simon Enrico Wajcenberg state for his Edgemode (EDGM) shareholdings?

The filing states that Simon Enrico Wajcenberg, Edgemode’s chief financial officer and director, acquired all of his securities with the purpose of exercising control over the company, indicating an intention to play a decisive role in corporate governance.