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CleanCore Solutions (ZONE) is soliciting proxies for its 2025 Annual Meeting, to be held virtually on December 17, 2025 at 3:00 p.m. ET via live webcast. Stockholders will vote on two items: electing five directors and ratifying TAAD, LLP as independent registered public accounting firm for the fiscal year ending June 30, 2026.
Only holders of record as of October 27, 2025 may vote; there were 201,258,472 shares of common stock outstanding as of that date. Directors are elected by plurality; the auditor ratification requires more votes “FOR” than “AGAINST.”
The audit committee reports TAAD, LLP has served since fiscal 2022. For fiscal 2025, audit fees were $165,326 and all other fees were $90,110, totaling $255,436. The board states that all directors except the CEO and CFO are independent under NYSE American rules. Standing audit, compensation, and nominating/governance committees operate under approved charters. The board recommends voting FOR all nominees and FOR the auditor ratification.
CleanCore Solutions, Inc. amended its bylaws to change the stockholder meeting quorum requirement. Effective October 22, 2025, a quorum is reached when holders of one-third of the outstanding shares entitled to vote are present in person or by proxy, except as otherwise provided by law or the Company’s governing documents.
The change from a majority threshold lowers the attendance needed to conduct official business at stockholder meetings.
CleanCore Solutions (ZONE) filed a Form 4 reporting an equity grant. On October 13, 2025, the Chief Investment Officer acquired 4,000,000 restricted shares of the company’s Class B Common Stock under the 2022 Equity Incentive Plan. The filing states that all 4,000,000 shares vested in full on the grant date.
Following the reported transaction, the amount of securities beneficially owned was 4,000,000 shares, held in direct (D) ownership, as disclosed in Table I.
CleanCore Solutions (ZONE) insider transaction: CEO and director Clayton Adams reported acquiring 3,250,000 shares of Class B Common Stock at $0 on 10/13/2025. Following the transaction, he beneficially owned 6,118,795 shares, held directly. This Form 4 was filed by one reporting person.
Insider equity vesting and ownership update: The Chief Revenue Officer, Gary Hollst, reported that 10,416 restricted stock units vested on 10/01/2025. These units are part of a 200,000-RSU grant made on 01/02/2025, of which 75,000 vested immediately at grant and the remainder vests quarterly over three years starting 04/01/2025. After the reported vesting, the reporting person beneficially owns 389,352 shares of Class B common stock and holds 93,752 restricted stock units remaining.
David James Enholm, Chief Financial Officer and Director of CleanCore Solutions, Inc. (ZONE), reported two insider acquisitions in September 2025 that increased his direct beneficial ownership to 273,550 shares of Class B common stock. On September 9, 2025 a modified award treatment (coded M) resulted in the acquisition of 67,500 shares arising from restricted stock units previously granted under the 2022 Equity Incentive Plan.
Separately, on September 25, 2025 the reporting person acquired an additional 175,000 Class B shares at no cash price recorded ($0), leaving him with 273,550 Class B shares beneficially owned following the reported transactions. The filing states that the May 6, 2025 award of 90,000 restricted stock units was amended on September 9, 2025 so that remaining unvested units vested in full.
Tim Stebbing, a director of CleanCore Solutions, Inc. (ZONE), beneficially owns 120,000 restricted stock units of the company's Class B common stock. These awards convert to 120,000 shares and vest in equal monthly installments over twelve months beginning on October 5, 2025. The Form 3 reports this initial ownership disclosure as an individual filing by the reporting person.
CleanCore Solutions, Inc. (ZONE) is registering a shelf offering that includes substantial class B common stock held by multiple selling stockholders and related warrants. The company intends to hold Dogecoin (DOGE) as a Treasury Asset acquired via spot or dollar-cost-average purchases on approved digital-asset venues, with execution and discretionary management handled by an Asset Manager and advisory support from 21Shares. Acquired Dogecoin will be custodied in segregated wallets with Bitstamp (via Robinhood) and BitGo as third-party custodian; the company will not self-custody. Holdings will be measured at fair value under Accounting Standards Update 2023-08 with changes flowing through earnings. Dogecoin will not be treated as cash or cash equivalents for US GAAP or NYSE American purposes; CleanCore will keep a fiat cash reserve sufficient to cover at least twelve months of projected operating expenses to reduce the need to sell crypto to meet near-term obligations.
CleanCore Solutions, Inc. has obtained written stockholder consent to amend and restate its charter, eliminating its dual-class common stock structure and increasing authorized common stock to 6,942,000,000 shares. The company also approved an amendment to its 2022 Equity Incentive Plan, raising the share reserve for awards to 25,000,000 shares.
The majority stockholder, who held about 60% of total voting power as of the record date, approved both actions by written consent, so no stockholder meeting or vote is being held. The plan amendment becomes effective 20 days after mailing of the information statement, and the restated charter becomes effective upon filing in Nevada after that 20-day period.
Marco Margiotta filed an initial Form 3 reporting his relationship with CleanCore Solutions, Inc. (ZONE) as Chief Investment Officer and a director. The event date is 09/05/2025. The filing states that no securities are beneficially owned by the reporting person at the time of this statement. The form is an initial Section 16 filing and provides basic ownership disclosure only.