SurgePays grants 315K restricted shares to director

A SurgePays director received 315,179 restricted shares that vest on board departure, change of control, or by June 24, 2029.

Rhea-AI Filing Summary

SurgePays, Inc. (symbol: SURG) is the issuer of record for a Form 4 filing submitted to the SEC. KEYS DAVID N reported acquisition or exercise transactions in this Form 4 filing.

SurgePays, Inc. (SURG) reported that director David N. Keys received a grant of 315,179 restricted shares of common stock on July 31, 2026 under the company’s 2022 Omnibus Securities and Incentive Plan. These shares vest only upon the earlier of Mr. Keys ceasing to serve as a director other than for Cause, a Change of Control, or June 24, 2029. Following this award, he holds 412,059 shares directly, including 96,880 shares from prior restricted awards, with additional shares held in certain IRAs and an LLC that are deemed owned but not included in this direct total.

Insider Trade Summary

Grant/Award: 315,179 shares

Grant/Award 1 txn

Insider KEYS DAVID N

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Shares (Common Stock) F1, F2	315,179	$0.00	$0.00

Holdings After Transaction: Restricted Shares (Common Stock) — 412,059 shares (Direct)

Footnotes (2)

1. F1. Consists of restricted shares awarded pursuant to the provisions of the SurgePays, Inc. 2022 Omnibus Securities and Incentive Plan (the "2022 Plan") and a Restricted Share Award Agreement, executed on July 31, 2026, by and between SurgePays, Inc. (the "Company") and Mr. Keys (the "RSA Agreement"). The RSA Agreement provides that the shares will not vest until the earlier of (i) the date that the director no longer serves as a director of the Company other than as a result of a termination for Cause (as defined in the RSA Agreement); (ii) the occurrence of a Change of Control (as defined in the 2022 Plan); or (iii) June 24, 2029.
2. F2. Includes 96,880 shares issuable pursuant to previous restricted share awards, but does not include (i) 1,666 shares held by an IRA owned by Mr. Keys' wife, (ii) 5,378 shares held by two IRA's owned by Mr. Keys, or (iii) 10,000 shares held by PCC Holdings LLC, which shares are deemed to be owed by Mr. Keys.

Key Figures

Restricted shares granted: 315,179 shares Grant price per share: $0.00 per share Direct holdings after transaction: 412,059 shares +5 more

8 metrics

Restricted shares granted 315,179 shares Restricted shares of common stock awarded on July 31, 2026

Grant price per share $0.00 per share Reported price for the 315,179 restricted shares

Direct holdings after transaction 412,059 shares Shares directly held by David N. Keys following the award

Previous restricted awards included 96,880 shares Part of the 412,059 direct holdings from earlier restricted awards

Wife’s IRA holdings 1,666 shares Held by an IRA owned by Mr. Keys’ wife, deemed owned by him

Keys’ IRA holdings 5,378 shares Held by two IRAs owned by David N. Keys, deemed owned by him

PCC Holdings LLC shares 10,000 shares Held by PCC Holdings LLC and deemed owned by David N. Keys

Latest vesting date June 24, 2029 Final vesting date for the newly granted restricted shares

Key Terms

Restricted Shares, 2022 Omnibus Securities and Incentive Plan, Restricted Share Award Agreement, Change of Control, +1 more

5 terms

Restricted Shares financial

"Consists of restricted shares awarded pursuant to the provisions"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

2022 Omnibus Securities and Incentive Plan financial

"awarded pursuant to the provisions of the SurgePays, Inc. 2022 Omnibus"

Restricted Share Award Agreement financial

"and a Restricted Share Award Agreement, executed on July 31, 2026"

Change of Control financial

"the occurrence of a Change of Control (as defined in the 2022 Plan)"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Cause financial

"director no longer serves as a director of the Company other than as a result of a termination for Cause"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did SURG director David N. Keys report on this Form 4?

He reported a grant of 315,179 restricted shares of common stock on July 31, 2026. The award was made under SurgePays, Inc.’s 2022 Omnibus Securities and Incentive Plan pursuant to a Restricted Share Award Agreement executed that same day.

How many SurgePays (SURG) shares does David N. Keys hold after this award?

After the grant, he directly holds 412,059 shares, which includes 96,880 shares from previous restricted share awards. This figure does not include additional shares held in certain IRAs and an LLC that are deemed owned by him.

When do the new restricted SurgePays (SURG) shares granted to David N. Keys vest?

The restricted shares vest upon the earlier of Mr. Keys no longer serving as a director other than for Cause, the occurrence of a Change of Control under the 2022 Plan, or June 24, 2029, whichever happens first.

Were the restricted SurgePays (SURG) shares granted to David N. Keys issued for cash?

No. The Form 4 reports a per-share price of $0.00, indicating the 315,179 restricted shares were awarded as a grant or other non-cash acquisition under the company’s equity incentive plan.

What additional SurgePays (SURG) holdings related to David N. Keys are noted but excluded from the 412,059-share total?

Footnotes state there are 1,666 shares in an IRA owned by his wife, 5,378 shares in two IRAs owned by him, and 10,000 shares held by PCC Holdings LLC, which are deemed owned by Mr. Keys but not included in the 412,059-share direct holding.

Is David N. Keys’ Form 4 transaction for SURG reported under a Rule 10b5-1 trading plan?

No. The filing indicates the Rule 10b5-1 checkbox is not selected, and the footnotes describe the transaction as a restricted share award under the 2022 Plan and the Restricted Share Award Agreement, without referencing a trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 10:56 AM Accepted by SEC EDGAR 09/14/2026 - 10:55 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KEYS DAVID N

(Last) (First) (Middle)

3124 BROTHER BLVD, SUITE 410

(Street)

BARLETT TENNESSEE 38133

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SurgePays, Inc. [ SURG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Restricted Shares (Common Stock)(1)	07/31/2026		A		315,179	A	$0	412,059(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of restricted shares awarded pursuant to the provisions of the SurgePays, Inc. 2022 Omnibus Securities and Incentive Plan (the "2022 Plan") and a Restricted Share Award Agreement, executed on July 31, 2026, by and between SurgePays, Inc. (the "Company") and Mr. Keys (the "RSA Agreement"). The RSA Agreement provides that the shares will not vest until the earlier of (i) the date that the director no longer serves as a director of the Company other than as a result of a termination for Cause (as defined in the RSA Agreement); (ii) the occurrence of a Change of Control (as defined in the 2022 Plan); or (iii) June 24, 2029.

2. Includes 96,880 shares issuable pursuant to previous restricted share awards, but does not include (i) 1,666 shares held by an IRA owned by Mr. Keys' wife, (ii) 5,378 shares held by two IRA's owned by Mr. Keys, or (iii) 10,000 shares held by PCC Holdings LLC, which shares are deemed to be owed by Mr. Keys.

	/s/ David Keys	09/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)