SurgePays awards 315K restricted shares to director

Director David Allen May received a contingent grant of 315,179 restricted SurgePays shares that vest by June 24, 2029 or upon earlier qualifying events.

Rhea-AI Filing Summary

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

SurgePays, Inc. (SURG) reported that director David Allen May 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. May ceasing to serve as a director (other than for Cause), a Change of Control, or June 24, 2029. Following this award, Mr. May is reported with 486,805 shares held directly, including 156,626 currently held shares and 15,000 shares issuable from prior restricted awards, but excluding 41,750 shares held by XIV LLC that are described as deemed to be owed by him. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Grant/Award: 315,179 shares

Grant/Award 1 txn

Insider May David Allen

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) — 486,805 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. May (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 (i) 156,626 shares held by Mr. May, and (ii) 15,000 shares issuable pursuant to previous restricted share awards, but does not include 41,750 shares held by XIV LLC, which shares are deemed to be owed by Mr. May.

Key Figures

Restricted shares granted: 315,179 shares Exercise/award price per share: $0.00 per share Shares held after transaction: 486,805 shares +4 more

7 metrics

Restricted shares granted 315,179 shares Equity award to director David Allen May on July 31, 2026

Exercise/award price per share $0.00 per share Reported price for the 315,179 restricted shares granted

Shares held after transaction 486,805 shares Total direct holdings reported for David Allen May following the grant

Currently held common shares 156,626 shares Portion of Mr. May’s holdings held directly as common shares

Prior restricted awards issuable 15,000 shares Shares issuable to Mr. May from previous restricted share awards

Other LLC-held shares excluded 41,750 shares Shares held by XIV LLC that are described as deemed to be owed by Mr. May

Latest vesting date June 24, 2029 Latest possible vesting date for the 315,179 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 of the SurgePays"

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 Securities"

Restricted Share Award Agreement financial

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

Change of Control financial

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

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

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

FAQ

What insider transaction did SurgePays (SURG) disclose for David Allen May?

SurgePays disclosed that director David Allen May received a grant of 315,179 restricted shares of common stock on July 31, 2026 as a compensation award under the company’s 2022 Omnibus Securities and Incentive Plan.

What are the vesting conditions for the 315,179 restricted SurgePays (SURG) shares granted to David Allen May?

The 315,179 restricted shares vest on the earliest of: (i) when Mr. May no longer serves as a director other than due to termination for Cause; (ii) a Change of Control under the 2022 Plan; or (iii) June 24, 2029.

How many SurgePays (SURG) shares does David Allen May hold after this Form 4 transaction?

After the reported transaction, Mr. May is shown with 486,805 shares held directly, including 156,626 shares he holds and 15,000 shares issuable from prior restricted awards. This figure does not include 41,750 shares held by XIV LLC described as deemed to be owed by him.

Was the SurgePays (SURG) restricted share grant to David Allen May made under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as being made under a trading plan, and no footnote states that the 315,179-share restricted grant was executed pursuant to a Rule 10b5-1 plan.

Does the 315,179-share grant to David Allen May involve any cash payment?

The grant reports 315,179 restricted shares acquired at a reported price of $0.00 per share, indicating an award of equity compensation rather than a purchase for cash consideration.

What plan governs the new restricted SurgePays (SURG) shares granted to David Allen May?

The restricted shares were awarded under the SurgePays, Inc. 2022 Omnibus Securities and Incentive Plan and documented in a Restricted Share Award Agreement between SurgePays, Inc. and Mr. May dated July 31, 2026.

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Available on EDGAR 09/08/2026 - 11:19 AM Accepted by SEC EDGAR 09/08/2026 - 11:19 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^*

May David Allen

(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	486,805(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. May (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 (i) 156,626 shares held by Mr. May, and (ii) 15,000 shares issuable pursuant to previous restricted share awards, but does not include 41,750 shares held by XIV LLC, which shares are deemed to be owed by Mr. May.

	/s/ David May	09/08/2026
	** 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)