Item 1.01 Entry into a Material Definitive Agreement. On June 16, 2025, SRM Entertainment, Inc. (the “ Company Securities Purchase Agreement Investor PIPE Offering Series B Preferred Stock Common Stock PIPE Warrants Preferred Stock Shares The issuance of the Preferred Stock Shares and the PIPE Warrants occurred on June 16, 2025. On or before June 30, 2025, the Investor will pay the $100 million purchase price for the Preferred Stock Shares and Warrants in the form of TRON tokens (the “ Consideration Tokens Board The Preferred Stock Shares cannot be converted into more than 19.99% of the currently outstanding shares of Common Stock until stockholder approval of such an issuance is obtained. The Company entered into an Advisory Agreement with Justin Sun along with the issuance of the Preferred Stock Shares and the PIPE Warrants (the “ Sun Advisory Agreement The conversion price and exercise price and number of shares of Common Stock issuable upon conversion or exercise of the Preferred Stock Shares and the PIPE Warrants, as the case may be is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Common Stock and the conversion price or exercise price. In the event of certain fundamental transactions, the holder of the PIPE Warrants will have the right to receive the Black Scholes Value (as defined in the PIPE Warrants) of its PIPE Warrants calculated pursuant to a formula set forth in the PIPE Warrants, payable in cash. There is no trading market available for the Preferred Stock Shares or the PIPE Warrants on any securities exchange or nationally recognized trading system. The Company does not intend to list the Preferred Stock Shares or PIPE Warrants on any securities exchange or nationally recognized trading system. Dominari Securities, LLC acted as placement agent (the “ Placement Agent In addition, pursuant to an Advisory Agreement with an entity associated with American Ventures (the investor in the previously disclosed May 2025 Series A preferred stock offering) (the “ American Ventures Agreement American Ventures Warrants The securities being offered and sold by the Company in the PIPE Offering and the American Ventures Warrants have not been registered under the Securities Act of 1933, as amended (the “ Securities Act SEC The foregoing descriptions of the PIPE Warrants, Securities Purchase Agreement, Sun Advisory Agreement, and the American Ventures Agreement do not purport to be a complete description of such documents and are qualified in their entirety by reference to the full text of each document, copies of which are filed herewith as Exhibits 4.1, 10.1, 10.2, and 10.3 respectively, and incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K with regard to the offer and sale of the Preferred Stock Shares and the PIPE Warrants to the Investor and the issuance of the American Ventures Warrants is incorporated herein by reference. The Preferred Stock Shares, the PIPE Warrants, and the American Ventures Warrants were issued and sold by the Company and the future issuance of Common Stock pursuant to conversions of the Preferred Stock Shares and the exercise of the PIPE Warrants and the American Ventures Warrants in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3.03 Material Modification to Rights of Security Holders. Pursuant to the PIPE Offering, on June 16, 2025, the Company filed a Certificate of Designation of Series B Preferred Stock with the Secretary of State of the State of Nevada (the “ Series B Certificate of Designation The stated value of the Series B Preferred Stock is $1,000 per share. Holders of the Preferred Stock Shares are entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series B Preferred Stock are convertible on the basis of a conversion price of $0.50. The Holders shall vote together with the holders of shares of Common Stock as a single class. The Preferred Stock Shares cannot be voted on an “as converted basis” of more than 19.99% of the currently outstanding shares of Common Stock until shareholder approval of such voting rights is obtained. Holders shall be entitled to receive, and the Company shall pay, dividends on Preferred Stock Shares equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. Upon any liquidation, dissolution or winding-up of the Company, the holders of Preferred Stock Shares have a preference for the distribution of the entire remaining assets and funds of the Company legally available for distribution over any holders of other series of preferred stock or of the Common Stock. If, as of December 31, 2025, a Triggering Event (as defined in the Series B Certificate of Designation) has occurred, the holder of the Preferred Stock Shares shall have the right to request the Company redeem all or any of portion of the Preferred Stock Shares then held by the holder for a redemption price equal to the full (for fully redemption) or pro rata (for portion redemption) Triggering Redemption Amount as specified in the Series B Certificate of Designation. The foregoing description of the Series B Certificate of Designation does not purport to be a complete description and is qualified in its entirety by reference to the Series B Certificate of Designation, which is filed herewith as Exhibit 3.1 and incorporated by reference into this Item 3.03.

Item 9.01 Financial Statements and Exhibits Exhibit Description No. ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 3.1 Certificate of Designation of Series B Preferred Stock 4.1 Form of Common Stock Purchase Warrant 10.1* Form of Securities Purchase Agreement 10.2 Form of Sun Advisory Agreement, dated June 16, 2025 10.3 Form of American Ventures Agreement, dated June 16, 2025 10.4 Amendment No. 1 to Employment Agreement by and between SRM Entertainment, Inc. and Richard Miller, dated June 16, 2025 10.5 Amendment No. 1 to Employment Agreement by and between SRM Entertainment, Inc. and Douglas McKinnon, dated June 16, 2025 10.6 Amendment No. 1 to Employment Agreement by and between SRM Entertainment, Inc. and Taft Flittner, dated June 16, 2025 10.7 Amendment No. 1 to Employment Agreement by and between SRM Entertainment, Inc. and Deborah McDaniel-Hand, dated June 16, 2025 104 Cover * The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. 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. SRM Date: By: /s/ Name: Richard Title: Chief