What changed in SurgePays, Inc.'s 10-K — 2024 vs 2025

ITEM 1. BUSINESS Company Overview and History About SurgePays, Inc. SurgePays, Inc. (“SurgePays”, “we”, the “Company”) is a wireless and point of sale technology company focused on serving underserved and value-conscious consumers through a combination of retail distribution and digital acquisition channels.

The Company provides mobile connectivity, financial technology services, and transaction processing solutions through an integrated platform that combines wireless services with point of sale software and nationwide retail distribution. SurgePays operates a network of more than 9,000 independently owned convenience stores and similar retail locations, which serve as a primary distribution channel for its products and services.

In addition, the Company acquires customers through digital channels, including ProgramBenefits.com, which enables direct-to-consumer engagement and expands the Company’s ability to acquire and monetize customer relationships beyond the point of sale.

Through these channels, the Company enables in-store and online activation of wireless services, prepaid top-ups, and financial transactions, allowing consumers to access essential services in both local and digital environments. The Company’s operating model is designed to be capital efficient. Subscriber acquisition is driven through both its retail distribution network and digital acquisition channels, including ProgramBenefits.com.

Revenue is generated through recurring wireless services, transaction fees, and other value-added services delivered through the Company’s platform. SurgePays generates revenue across multiple channels, including subsidized wireless programs, prepaid wireless services, wholesale wireless enablement, point of sale transaction processing, and in-store digital advertising through its Managed Marketing Services platform.

These channels operate on shared infrastructure and are designed to reinforce one another through customer acquisition, retention, and cross-selling opportunities. The Company has established direct carrier relationships and operates its own mobile virtual network platform, enabling it to provide wireless services directly to consumers as well as to third-party providers.

This capability allows the Company to participate in both retail and wholesale wireless markets. The Company is in an execution phase, with infrastructure, carrier relationships, and distribution already established.

Growth is driven primarily by subscriber acquisition and expansion of services across the existing customer base. 1 Our Business Segments SurgePays operates through three primary business lines: wireless services or MVNO Telecommunications, platform services or MVNE Enablement Platform (HERO), and wholesale enablement or Comprehensive Platform Services. The wireless segment includes both subsidized and non-subsidized offerings.

Subsidized services are provided through government-supported programs such as Lifeline, which offer eligible consumers discounted or free wireless service. These programs provide access to a recurring customer base and support stable demand. The Company previously participated in the Affordable Connectivity Program, which ended in 2024.

Following the conclusion of that program, the Company transitioned a portion of its subscriber base into Lifeline and continued to expand its subsidized customer base through that program. Non-subsidized services are offered through prepaid wireless brands, including LinkUp Mobile. These services provide contract-free plans with predictable pricing and are distributed through the Company’s retail network and digital channels.

The Company’s model allows customers to activate and manage service through local retail locations or online, providing flexibility and accessibility. The Company’s platform services segment includes point of sale transaction processing and related software solutions for retail partners.

These services enable convenience store operators to process prepaid wireless top-ups, activate SIM cards, and facilitate financial transactions, including debit and gift card services. This platform generates transaction-based revenue and provides real-time data that informs customer acquisition and retention strategies.

In addition, the Company has deployed its Managed Marketing Services platform, which utilizes in-store digital displays, including smart televisions, installed at retail partner locations. These displays are positioned within high-traffic areas of stores where purchasing decisions are made, providing a direct channel to engage consumers at the point of sale.

The Managed Marketing Services platform allows the Company to deliver digital content and advertising to consumers within its retail network. The Company expects to generate revenue from this platform through the sale of advertising and marketing services to third-party brands seeking to reach consumers in these locations.

This platform is designed to leverage existing store traffic and infrastructure to create an additional revenue stream with limited incremental cost. The Company’s wholesale enablement business leverages its direct carrier relationships and technology platform to provide wireless services to third-party providers.

As a mobile virtual network enabler, the Company offers SIM provisioning, billing, and network access to companies that do not have direct carrier agreements. 2 Growth Strategies The Company’s growth strategy is centered on expanding subscriber acquisition, increasing revenue per customer, and improving capital efficiency. Subscriber growth is driven through both retail and digital channels, including ProgramBenefits.com.

Revenue per customer is increased through cross-selling additional services and digital monetization opportunities, including in-store advertising delivered through the Managed Marketing Services platform. Operational efficiency is achieved through cost management, optimization of acquisition channels, and leveraging existing infrastructure.

Market Opportunity MVNO Communications Subsidized Services A substantial portion of the U.S. population continues to lack access to reliable high-speed internet, representing a significant and persistent market opportunity. As of 2024, approximately 7.9 million U.S. households lacked an internet connection, and millions more—particularly in rural and underserved communities—remain without access to broadband infrastructure capable of supporting modern digital needs.

The Company’s initiative is to address this gap in connectivity, with a particular focus on rural and underserved regions. By targeting these communities, SurgePays is positioned to meet a critical need while participating in a market characterized by sustained and recurring demand.

Government-supported programs such as Lifeline provide access to a consistent base of eligible customers, supporting predictable demand and recurring revenue opportunities. Our strategy aligns with these government-backed programs, enabling us to serve value-conscious households that remain disproportionately affected by connectivity gaps. Lower-income Americans continue to face structural barriers to broadband adoption.

According to Pew Research Center data (2023–2024), approximately 15% of U.S. adults are “smartphone-dependent,” relying on mobile devices rather than fixed broadband for internet access, and only 57% of adults in households earning less than $30,000 annually have home broadband service. These trends underscore the ongoing need for affordable and accessible mobile connectivity solutions.

By focusing on this underserved segment, we believe we are well positioned to capture incremental market share while supporting digital inclusion. The combination of persistent connectivity gaps, government program support, and continued reliance on mobile-first internet access creates a durable foundation for long-term growth and resilience in our subsidized services business.

Prepaid Services The U.S. wireless market continues to demonstrate strong demand for flexible and affordable connectivity solutions, supported by the widespread adoption of mobile services. As of 2024, there were approximately over 400 million mobile connections in the United States, reflecting continued growth and high penetration of wireless services.

Within this broader market, the prepaid wireless segment represents a significant and expanding opportunity, driven by consumers seeking cost control, flexibility, and no-contract service options. Industry forecasts indicate continued growth in the prepaid segment, with the market expected to expand at a 5.2% compound annual growth rate through 2030.

SurgePays’ prepaid offerings are designed to directly address this demand, particularly among cost-conscious and underserved consumers. Targeting rural markets—where competition may be more limited and pricing often higher—provides a strategic advantage and supports customer acquisition opportunities. Rural populations account for approximately 18% of the U.S. population, representing a meaningful and underpenetrated market segment.

Additionally, multicultural populations—particularly Hispanic Americans—continue to be among the fastest-growing demographics in the United States, contributing to long-term demand for accessible and value-oriented wireless services. By aligning our prepaid offerings with the needs of these expanding and underserved populations, we believe we are well positioned to capture additional market share.

A significant portion of the U.S. population can be characterized as subprime, broadly defined as consumers who are credit-constrained, underbanked, or otherwise underserved by traditional financial and telecommunications providers. This segment represents a large and durable market opportunity and includes consumers who rely on prepaid wireless services and alternative financial products to meet their needs.

These consumers often depend on mobile devices as their primary means of connectivity and prefer prepaid wireless services due to flexibility, cost control, and the absence of long-term contractual obligations. As a result, the prepaid wireless segment continues to demonstrate sustained demand, supported by consumers seeking predictable pricing and accessible service options.

Government-supported programs such as Lifeline serve a subset of this broader subprime market by providing eligible consumers with discounted or subsidized wireless service. These programs support recurring demand and provide access to a consistent base of eligible customers. The Company’s strategy is aligned with serving this broader subprime and value-conscious consumer segment through both subsidized and non-subsidized offerings.

By addressing the needs of these consumers across multiple channels, including retail and digital acquisition, the Company is positioned to participate in a large and recurring market opportunity. The Company’s retail distribution strategy targets convenience stores and similar locations, which serve as important access points for cash-based and underbanked consumers.

These locations operate in high-transaction environments and provide a natural interface for delivering wireless and financial services to this customer base. SurgePays operates in a competitive market that includes national wireless carriers, mobile virtual network operators, financial technology companies, and traditional prepaid service distributors. Competition is based on pricing, service quality, distribution reach, product offering, and customer experience.

Larger competitors may have greater financial and operational resources, while smaller competitors may focus on niche markets or geographic regions. The Company’s competitive position is based on its integrated platform, retail distribution network, and ability to combine wireless services with transaction processing and digital advertising.

By operating across multiple channels, the Company seeks to differentiate itself from single-product competitors. 5 Differentiation At SurgePays, our competitive edge is rooted in relentless adaptability, a tightly integrated service ecosystem, and robust retail partnerships. These strengths allow us to bring our communication and technology platform products to market with speed and precision, creating a clear path to success.

Corporate Information Our executive offices are located at 3124 Brother Blvd, Suite 410, Bartlett, TN 38133. Our telephone is ( 901) 302-9587 . Our corporate website is www.surgepays.com . Information contained on or accessible through our website is not a part of this report, and the inclusion of our website address in this report is an inactive textual reference only.

Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock.

Sales of a substantial number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.

We cannot predict the effect that future sales of our common stock would have on the market price of our common stock.

We are not currently in compliance with Nasdaq’s minimum market value of listed securities and minimum bid price listing requirements; if we are not able to regain compliance with those requirements within the time periods permitted by Nasdaq, our common stock may be delisted, which would likely impair our ability to raise capital and could constitute an event of default under our outstanding promissory notes.

On March 18, 2026, the Company received a written notice (the “MVLS Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company no longer meets the minimum market value of listed securities (“MVLS”) of $35,000,000 (the “MVLS Requirement”) set forth in Nasdaq’s Listing Rules (the “Rules”).

On March 23, 2026, the Company received a written notice (the “Bid Price Notice” and together with the MVLS Notice collectively the “Notices”) from the Nasdaq Listing Qualifications Department indicating that the Company is not in compliance with the $1.00 minimum bid price requirement (the “Bid Price Requirement”) set forth in the Rules.

There is no guarantee that the Company will be able to regain compliance with the MVLS Requirement or Bid Price Requirement.

If the Company’s common stock ultimately were to be delisted for any reason, including because the Company cannot regain compliance with the MVLS Requirement or Bid Price Requirement, it could negatively impact the Company by (i) reducing the liquidity and market price of the Company’s common stock; (ii) reducing the number of investors willing to hold or acquire the Company’s common stock, which could negatively impact the Company’s ability to raise equity financing; (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.

Additionally, delisting of the Company’s common stock from the Nasdaq Capital Market could constitute an event of default under its outstanding convertible promissory notes, resulting in those notes becoming immediately due and payable, and resulting in default penalties being applied to those notes.

In the event of delisting, the Company can provide no assurance that any action taken by it to restore compliance with listing requirements would allow its securities to become listed again, stabilize the market price or improve the liquidity of its securities, prevent its securities from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

Additionally, if the Company’s securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Link ATS, an alternative trading system operated by OTC Markets Group Inc. for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange.

You could be unable to sell your securities unless a market could be established or sustained. ITEM 1B. UNRESOLVED STAFF COMMENTS None.