Item 1.01. Entry into a Material Definitive Agreement. On April 8, 2026, Alpha Modus Holdings, Inc. (the “ Company Exchange Agreement Preferred Shares Common Shares In the Exchange Agreement, the trust agreed not to sell or otherwise transfer the shares of common stock to be received in the exchange until June 13, 2026 (except for permitted transfers to an affiliate). The number of Common Shares equals the number of shares of common stock that would have been issuable upon conversion of the Preferred Shares under the applicable conversion calculations in the Company’s Certificate of Incorporation, as amended, if the Preferred Shares had been convertible prior to June 13, 2026. The Common Shares will not be issued, and the Preferred Shares will not be cancelled, until the Company has otherwise complied with the shareholder approval requirements of Rule 5635 of Nasdaq’s Listing Rules (the “ Rules The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 6, 2026, the Company received a written notice (the “ Notice Nasdaq MVLS Standard The Notice has no immediate effect on the listing or trading of the Company’s securities, except that an indicator will be displayed with quotation information related to the Company’s securities on NASDAQ. com and NASDAQTrader. com and may be displayed by other third-party providers of market data information. If the Company fails to timely regain compliance with the Rules, the Company’s securities will be subject to delisting from Nasdaq. Under the Rules, the Company has 45 days to submit a plan to regain compliance, and if the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice to regain compliance. If the Company’s common stock ultimately were to be delisted for any reason, 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.

Item 3.02. Unregistered Sales of Equity Securities. The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02. The Common Shares will be issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the Common Shares will be issued in exchange for the Preferred Shares, there was no additional consideration for the exchange, and there was no remuneration for the solicitation of the exchange. Disclosure Regarding Forward-Looking Information

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description No. 10.1 Exchange Agreement, dated April 8, 2026, by and between Alpha Modus Holdings, Inc., and The Alessi 2023 Irrevocable Trust ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover * Filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. ALPHA Date: By: /s/ Name: William Title: President