Edgemode (EDGM) CEO reports 35% stake and 350M-share options

Rhea-AI Filing Summary

Charles Faulkner filed an amended Schedule 13D reporting beneficial ownership of 1,104,518,284 shares of Edgemode, Inc. common stock, representing 35.0% of the outstanding class. This total includes shares underlying vested stock options and non-qualified options to purchase up to 350,000,000 additional shares.

Faulkner is Edgemode’s Chief Executive Officer and director and states he acquired his securities with the purpose of exercising control. He also owns one share of Series D Preferred Stock, which carries voting power equal to 25.5% of Edgemode’s issued and outstanding common shares, further concentrating governance influence.

The new non-qualified options granted on February 10, 2026 vest in two 50% tranches tied to closing a solid oxide fuel cell supply agreement for at least 100 MW and an AI data center site sale agreement for at least 100 MW, both as determined by Edgemode’s board.

Insights

Corporate governance analyst

Filing shows Edgemode’s CEO reporting a 35% stake plus large, milestone-based options that reinforce his control position.

Charles Faulkner, Edgemode’s CEO and director, reports beneficial ownership of 1,104,518,284 common shares, or 35.0% of the class, based on 3,160,158,602 shares outstanding as of January 7, 2026. This includes a substantial block of vested options and additional non-qualified options.

He also holds one share of Series D Preferred Stock, which carries voting power equal to 25.5% of Edgemode’s issued and outstanding common stock. Combined, these positions give him significant influence over shareholder votes and corporate decisions, consistent with his stated purpose of exercising control.

The new grant of non-qualified options to purchase up to 350,000,000 shares vests entirely upon achieving two large project milestones: a solid oxide fuel cell supply agreement for at least 100 MW and an AI data center site sale agreement for at least 100 MW. Future disclosures in company filings may clarify progress toward these milestones and any resulting changes in Faulkner’s exercisable stake.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Edgemode, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

35131P102

(CUSIP Number)

Charles Faulkner
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

Charles Faulkner

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 1,104,518,284.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,104,518,284.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,104,518,284.00

12

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

13

Percent of class represented by amount in Row (11)

35.0 %

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)	Charles Faulkner
(b)	110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301
(c)	Mr. Faulkner is the Chief Executive 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 Executive 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 1,104,518,284 shares of the Issuer's common stock. This includes (i) 442,792,088 shares of common stock underlying vested stock options 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 35.0% 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 Company'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, Charles Faulkner Stock Option Grant dated February 10, 2026, Incorporated by Reference on Form 8-K Filed February 12, 2026 as EX-10.1.

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.

Charles Faulkner

Signature:	/s/ Charles Faulkner
Name/Title:	individually
Date:	02/12/2026

FAQ

How many Edgemode (EDGM) shares does Charles Faulkner report owning?

Charles Faulkner reports beneficial ownership of 1,104,518,284 shares of Edgemode common stock. This represents 35.0% of the company’s 3,160,158,602 outstanding common shares as of January 7, 2026, including shares underlying vested stock options and non-qualified options.

What percentage of Edgemode (EDGM) does Charles Faulkner’s stake represent?

Faulkner’s reported beneficial ownership represents 35.0% of Edgemode’s outstanding common stock. The filing states this percentage is calculated based on 3,160,158,602 common shares outstanding as of January 7, 2026, and includes both directly held and option-based holdings.

What new stock options did Charles Faulkner receive from Edgemode (EDGM)?

On February 10, 2026, Faulkner received non-qualified options to purchase up to 350,000,000 Edgemode common shares. These options vest in two 50% tranches, each tied to closing separate 100 MW solid oxide fuel cell and AI data center site agreements, as determined by Edgemode’s board.

How does Edgemode (EDGM) CEO Charles Faulkner’s Series D Preferred Stock affect voting power?

Faulkner holds one share of Edgemode’s Series D Preferred Stock, which votes together with common stock. Each Series D share carries voting power equal to 25.5% of the issued and outstanding common shares, significantly enhancing his influence over shareholder decisions.

What is Charles Faulkner’s stated purpose for holding Edgemode (EDGM) securities?

The filing states Faulkner acquired all of his Edgemode securities with the purpose of exercising control. As Chief Executive Officer and director, his large common stock position, options, and Series D voting rights together support a controlling influence over corporate governance matters.

What vesting milestones are tied to Charles Faulkner’s new Edgemode (EDGM) options?

Half of the options vest upon closing a solid oxide fuel cell supplier agreement for at least 100 MW. The other half vest upon closing an AI data center site sale agreement for at least 100 MW. In both cases, the Edgemode board determines whether the conditions are satisfied.