ZeroStack enters consulting agreement

Item 1.01 Entry into a Material Definitive Agreement.

Effective November 1, 2026, ZeroStack Corp. (the "Company") entered into a consulting agreement with Mr. Vaiman, in his individual capacity, and Summer 366 Holdings LLC, a Puerto Rico limited liability company that is controlled by Mr. Vaiman ("Summer 366" and, together with Mr. Vaiman, the "Contractors") (the "Consulting Agreement").

Pursuant to the Consulting Agreement, the Company has engaged the Contractors to provide Chief Financial Officer consulting and operational related services to the Company (the " Services "). Mr. Vaiman, in his individual capacity, continues to serve as the Company's duly appointed and sole Chief Financial Officer. Mr. Vaiman's rights with respect to previous equity awards remains unchanged by the Consulting Agreement⁴.

Under the Consulting Agreement, the Contractors are independent contractors. The Consulting Agreement has a term of twelve years, unless earlier terminated in accordance with it terms, and the compensation consists of a base fee of US$350,000¹, of which US$50,000 is payable to Mr. Vaiman and US$300,000 to Summer 366. Each Contractor is entitled to a target bonus of US$350,000 each calendar year, with a maximum bonus of US$700,000¹. In addition, the Contractors will be eligible to receive equity-based compensation for the Services. As a condition of the Contractors' retention, the Contractors agreed to a protect nonpublic business, technical, financial, personal and proprietary information.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 1.02 Termination of a Material Definitive Agreement.

Effective November 1, 2026, the Employment Agreement², dated September 20, 2025, by and between the Company and Dany Vaiman (the "Vaiman Employment Agreement") was terminated² (the "Agreement Termination"). The Vaiman Employment Agreement was superseded by the Consulting Agreement, with Mr. Vaiman continuing to serve as the Company's duly appointed and sole Chief Financial Officer in his personal capacity. The material terms of the Vaiman Employment Agreement are summarized in the Company's Form 8-K filed with the U.S. Securities and Exchange Commission on September 23, 2025³ under the subheading "Chief Financial Officer Employment Agreement" , and such summary is incorporated herein by reference.

Mr. Vaiman's rights with respect to previous equity awards remains unchanged in connection with the Agreement Termination.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers⁵.

The disclosure contained in Item 1.01 and 1.02 of this Current Report on Form 8-K is incorporated herein by reference⁶.