Edgemode (NASDAQ: EDGM) CEO Reports 25.3% Stake and 25.5% Voting Power via Series D

Rhea-AI Filing Summary

Edgemode, Inc. insider Charles Faulkner has amended his ownership report, confirming a large, control-focused stake in the company. He beneficially owns 754,518,284 shares of common stock, including 442,792,088 shares underlying vested stock options, representing about 25.3% of the 2,985,583,481 common shares outstanding as of November 12, 2025. Faulkner is the Chief Executive Officer and a director and states that he acquired his securities with the purpose of exercising control.

On December 10, 2025, he converted $386,000 of accrued salary into one share of Series D Preferred Stock under his employment agreement. This single Series D share carries voting power equal to 25.5% of Edgemode’s issued and outstanding common stock and votes together with common stock on all matters, further concentrating voting influence with the CEO.

Insights

Corporate governance and ownership specialist

Edgemode’s CEO discloses a concentrated voting position combining large common and powerful preferred stock.

Charles Faulkner reports beneficial ownership of 754,518,284 Edgemode common shares, including 442,792,088 underlying vested options. This represents about 25.3% of the company’s 2,985,583,481 common shares outstanding as of November 12, 2025, giving him a substantial economic and voting stake.

In addition, on December 10, 2025 he converted $386,000 of accrued salary into one share of Series D Preferred Stock, which carries voting power equal to 25.5% of the issued and outstanding common stock and votes together with common holders. He states that his securities were acquired with the purpose of exercising control, so governance dynamics are heavily shaped by a single executive’s position.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

12/10/2025

(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)

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 754,518,284.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 754,518,284.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

754,518,284.00

12

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

13

Percent of class represented by amount in Row (11)

25.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

For the amounts in Row (7) and (11), 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 December 10, 2025, the Reporting Person converted $386,000 of accrued salary under that certain Employment Agreement dated January 31, 2022, as amended, and acquired one share of the Company's Series D Preferred Stock.
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 754,518,284 shares of the Issuer's common stock. This includes 442,792,088 shares of common stock underlying vested stock options. 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 25.3% of the 2,985,583,481 outstanding shares of common stock as of November 12, 2025.
(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 Conversion Letter Agreement dated December 10, 2025 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 Conversion Letter Agreement dated December 10, 2025, Incorporated by Reference on Form 8-K Filed December 10, 2025 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.

Charles Faulkner

Signature:	/s/ Charles Faulkner
Name/Title:	individually
Date:	12/11/2025

FAQ

How much of Edgemode (EDGM) stock does Charles Faulkner beneficially own?

According to the filing, Charles Faulkner beneficially owns 754,518,284 shares of Edgemode common stock, including 442,792,088 shares underlying vested stock options, representing about 25.3% of the common stock outstanding as of November 12, 2025.

What special voting rights does the Edgemode (EDGM) Series D Preferred Stock give Charles Faulkner?

Faulkner owns one share of Edgemode’s Series D Preferred Stock. This single share is entitled to vote together with common stock and provides voting power equal to 25.5% of the issued and outstanding common shares on all matters submitted to shareholders.

How did Charles Faulkner acquire his Edgemode (EDGM) Series D Preferred Stock?

On December 10, 2025, Charles Faulkner converted $386,000 of accrued salary under his January 31, 2022 employment agreement, as amended, and in exchange acquired one share of Edgemode’s Series D Preferred Stock.

What percentage of Edgemode (EDGM) common stock is outstanding and used in the ownership calculation?

The ownership percentages are based on 2,985,583,481 Edgemode common shares outstanding as of November 12, 2025, as stated in the filing.

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

The filing states that Charles Faulkner, Edgemode’s Chief Executive Officer and director, acquired all of his securities with the purpose of exercising control over the company.

Does Charles Faulkner share voting or dispositive power over Edgemode (EDGM) shares with others?

No. The filing reports that he has sole voting power and sole dispositive power over the 754,518,284 shares beneficially owned, with no shared voting or dispositive power.