RIME · Algorhythm Holdings, Inc. · Insider Trading

The restricted shares were granted outside of Issuer's 2022 Equity Incentive Plan in reliance on Nasdaq Listing Rule 5635(c)(4) as a material inducement for the Reporting Person to commence employment with Issuer. Of such shares 1,059,771 shares were fully vested on the grant date. The remaining 1,059,771 shares are subject to a restricted stock award agreement and will vest in full on September 15, 2027.

The restricted shares were granted outside of Issuer's 2022 Equity Incentive Plan in reliance on Nasdaq Listing Rule 5635(c)(4) as a material inducement for the Reporting Person to commence employment with Issuer. Of such shares 1,059,771 shares were fully vested on the grant date. The remaining 1,059,771 shares are subject to a restricted stock award agreement and will vest in full on September 15, 2027.

On September 15, 2026, Issuer, through its wholly owned subsidiary Azure Holdings, LLC, an NV limited liability company ("Buyer"), entered into an Asset Purchase Agreement (the "APA") with Azure Energy, LLC, a DE LLC ("Seller"), pursuant to which Buyer acquired from Seller substantially all of the assets (the "Purchased Assets") of Seller. The aggregate purchase price for the Purchased Assets consisted entirely of securities of Issuer equal in value to $23,000,000, comprised of: (a) 4,076,312 shares of common stock of Issuer, and (b) 22,038 shares of Series B Preferred Stock of Issuer.

Not applicable. See footnote 1.

The Series B preferred stock is convertible into shares of Issuer's common stock upon stockholder approval.

On September 15, 2026, Issuer, through its wholly owned subsidiary Azure Holdings, LLC, an NV limited liability company ("Buyer"), entered into an Asset Purchase Agreement (the "APA") with Azure Energy, LLC, a DE LLC ("Seller"), pursuant to which Buyer acquired from Seller substantially all of the assets (the "Purchased Assets") of Seller. The aggregate purchase price for the Purchased Assets consisted entirely of securities of Issuer equal in value to $23,000,000, comprised of: (a) 4,076,312 shares of common stock of Issuer, and (b) 22,038 shares of Series B Preferred Stock of Issuer. Reporting Person is the managing member and holds 50% of Buyer and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

The reported transaction involved the Reporting Person's receipt of a non-qualified stock option to purchase 1,144,552 shares of the Issuer's common stock. The stock option was granted pursuant to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan. Of the 1,144,552 shares underlying the stock option, 286,138 shares were vested in full on the date of grant and the remaining 858,414 shares vest in equal quarterly installments over a period of two (2) years commencing September 15, 2026.

See footnote 2.

On September 15, 2026, Issuer, through its wholly owned subsidiary Azure Holdings, LLC, an NV limited liability company ("Buyer"), entered into an Asset Purchase Agreement (the "APA") with Azure Energy, LLC, a DE LLC ("Seller"), pursuant to which Buyer acquired from Seller substantially all of the assets (the "Purchased Assets") of Seller. The aggregate purchase price for the Purchased Assets consisted entirely of securities of Issuer equal in value to $23,000,000, comprised of: (a) 4,076,312 shares of common stock of Issuer, and (b) 22,038 shares of Series B Preferred Stock of Issuer.

Not applicable. See footnote 1.

The reported transaction involved the cancellation of the Reporting Person's previously granted non-qualified stock option to purchase 23,818 shares of the Issuer's common stock.

Twenty-five percent (25%) of the total number of shares subject to the non-qualified stock option shall vest and become exercisable on the first anniversary of the grant date and six and one-quarter percent (6.25%) of the remaining shares shall vest and become exercisable each quarter thereafter.

The reported transaction involved the Reporting Person's receipt of a non-qualified stock option to purchase 47,636 shares of the Issuer's common stock. The options were granted pursuant to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan.

A total of 14,636 shares vested in full on the grant date and a total of 3,666.667 shares vest each quarter thereafter.

The reported transaction involved the cancellation of the Reporting Person's previously granted restricted stock award for 23,818 shares of the Issuer's common stock.

The reported transaction involved the Reporting Person's receipt of a non-qualified stock option to purchase 233,791 shares of the Issuer's common stock. The non-qualified stock option was granted by the Board of Directors of the Issuer. The options were granted pursuant to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan.

The shares subject to the non-qualified stock option shall vest and become exercisable in equal quarterly installments over a period of four (4) years commencing on February 23, 2026.

The reported transaction involved the Reporting Person's receipt of a non-qualified stock option to purchase 740,597 shares of the Issuer's common stock. The non-qualified stock option was granted by the Board of Directors of the Issuer pursuant to the Reporting Person's amended and restated employment agreement dated February 23, 2026. The options were granted pursuant to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan.

The shares subject to the non-qualified stock option shall vest and become exercisable in equal quarterly installments over a period of four (4) years commencing on February 23, 2026.

The reported shares were granted by the Board of Directors of the Issuer on February 23, 2026 pursuant to the Reporting Person's Amendment and Restated Employment Agreement with SemicCab Holdings, LLC, a subsidiary of the Issuer. The shares were granted pursuant to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan.

The reported transaction involved the Reporting Person's receipt of a restricted stock award for 19,532 shares of the Issuer's common stock (the "RSA"). The RSA was granted pursuant to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan. The RSA represents a contingent right to receive 19,532 shares of the Issuer's common stock. The RSA vests in equal quarterly installments over a period of one year from the date of grant.

The reported transaction involved the Reporting Person's receipt of a non-qualified stock option to purchase 19,532 shares of the Issuer's common stock. The option was granted pursuant to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan.

The shares subject to the non-qualified stock option vest and become exercisable in equal quarterly installments over a period of one (1) year from the date of grant.

The reported transaction involved the Reporting Person's receipt of a non-qualified stock option to purchase 39,063 shares of the Issuer's common stock. The option was granted pursuant to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan.

The shares subject to the non-qualified stock option vest and become exercisable in equal quarterly installments over a period of one (1) year from the date of grant.

The reported transaction involved the Reporting Person's receipt of a non-qualified stock option to purchase 39,063 shares of the Issuer's common stock. The option was granted pursuant to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan.

The shares subject to the non-qualified stock option vest and become exercisable in equal quarterly installments over a period of one (1) year from the date of grant.

The reported transaction involved the Reporting Person's receipt of a restricted stock award for 19,532 shares of the Issuer's common stock (the "RSA"). The RSA was granted pursuant to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan. The RSA represents a contingent right to receive 19,532 shares of the Issuer's common stock. The RSA vests in equal quarterly installments over a period of one year from the date of grant.

The reported transaction involved the Reporting Person's receipt of a restricted stock award for 19,532 shares of the Issuer's common stock (the "RSA"). The RSA was granted pursuant to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan. The RSA represents a contingent right to receive 19,532 shares of the Issuer's common stock. The RSA vests in equal quarterly installments over a period of one year from the date of grant.

On February 18, 2025, pursuant to a Stock Repurchase Agreement entered into between Stingray Group Inc. ("Stingray") and the Issuer as of December 3, 2024, Stingray sold to the Issuer 5,494 shares of Common Stock for a price per share equal to $0.26, payable by way of an issuance by the Issuer of a promissory note to Stingray.

In addition to Stingray, this Form 4 is being jointly filed by Eric Boyko, a Canadian citizen ("Boyko"). As of May 31, 2024, Boyko controlled, indirectly or directly, approximately 70.78% of the combined voting power of Stingray's outstanding shares.

After giving effect to the transactions reported on this Form 4, Stingray directly beneficially owns 1,611 Common Shares and 1,111 warrants to purchase Common Shares ("Warrants"). Boyko indirectly beneficially owns 1,611 Common Shares (excluding Warrants).

Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Boyko disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

Pursuant to that certain Stock Repurchase Agreement, dated as of November 1, 2024, the Issuer repurchased 5,494 shares of common stock from Regalia Ventures LLC in exchange for a promissory note with a principal amount of $472,527.43 (the "Promissory Note"). Such Promissory Note bears interest at 10% per annum, such interest payable monthly, and the principal and outstanding interest under such Promissory Note shall become due and payable on demand from Regalia Ventures LLC.

Regalia Ventures, LLC is an entity wholly owned by Mr. Foreman.

The reported transaction involved the Reporting Person's receipt of a restricted stock award for 23,818 shares of the Issuer's common stock. The restricted stock award was granted by the Board of Directors of the Issuer as an inducement grant pursuant to the Nasdaq Listing Rule 5635(c)(4). Twenty-five percent (25%) of the total number of shares subject to the restricted stock award shall vest on the first anniversary of the grant date and six and one-quarter percent (6.25%) of the remaining shares shall vest each quarter thereafter.

The reported transaction involved the Reporting Person's receipt of a non-qualified stock option to purchase 23,818 shares of the Issuer's common stock. The non-qualified stock option was granted by the Board of Directors of the Issuer as an inducement grant pursuant to the Nasdaq Listing Rule 5635(c)(4).

Twenty-five percent (25%) of the total number of shares subject to the non-qualified stock option shall vest and become exercisable on the first anniversary of the grant date and six and one-quarter percent (6.25%) of the remaining shares shall vest and become exercisable each quarter thereafter.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.7320. The range of sale prices on the transaction date was $0.695 to $0.77 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.4728. The range of sale prices on the transaction date was $0.45 to $0.49 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.4647. The range of sale prices on the transaction date was $0.4509 to $0.4948 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.4686. The range of sale prices on the transaction date was $0.4551 to $0.4851 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.4916. The range of sale prices on the transaction date was $0.4801 to $0.5001 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.4949. The range of sale prices on the transaction date was $0.4702 to $0.5301 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.5082. The range of sale prices on the transaction date was $0.50 to $0.54 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.5121. The range of sale prices on the transaction date was $0.50 to $0.5201 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.5237. The range of sale prices on the transaction date was $0.5026 to $0.5535 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.5502. The range of sale prices on the transaction date was $0.52 to $0.5753 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.5696. The range of sale prices on the transaction date was $0.56 to $0.591 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.5813. The range of sale prices on the transaction date was $0.58 to $0.59 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.6033. The range of sale prices on the transaction date was $0.60 to $0.6072 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.6083. The range of sale prices on the transaction date was $0.60 to $0.623 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.5999. The range of sale prices on the transaction date was $0.5998 to $0.5999 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.6066. The range of sale prices on the transaction date was $0.60 to $0.6274 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.6551. The range of sale prices on the transaction date was $0.6206 to $0.6841 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.6195. The range of sale prices on the transaction date was $0.57 to $0.6943 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Hyperscale Data, Inc. ("HSD"). Mr. Ault, the Executive Chairman of HSD, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.6498. The range of sale prices on the transaction date was $0.6497 to $0.6498 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Ault Alliance, Inc. ("AA"). Mr. Ault, the Executive Chairman of AA, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.6857. The range of sale prices on the transaction date was $0.6502 to $0.75 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Ault Alliance, Inc. ("AA"). Mr. Ault, the Executive Chairman of AA, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was sold by the reporting person in open market transactions on the transaction date, with a volume weighted average sale price of $0.7530. The range of sale prices on the transaction date was $0.735 to $0.7755 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Ault Lending, LLC ("Ault Lending"), is a wholly-owned subsidiary of Ault Alliance, Inc. ("AA"). Mr. Ault, the Executive Chairman of AA, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

Mr. Cragun was awarded shares of common stock by the Issuer pursuant to the Issuer's annual director compensation plan.

Mr. Atkinson was awarded shares of common stock by the Issuer pursuant to the Issuer's annual director compensation plan.

Mr. Kling was awarded shares of common stock by the Issuer pursuant to the Issuer's annual director compensation plan.

Mr. Turner was awarded shares of common stock by the Issuer pursuant to the Issuer's annual director compensation plan.

Mr. Foreman was awarded shares of common stock by the Issuer pursuant to the Issuer's annual director compensation plan.