DEF 14A of Zone Frontier Inc., Oct 28, 2025

DEF 14A of Zone Frontier Inc.

Filed Oct 28, 2025 · FY20250001213900-25-103123

Open on EDGAR
  1. Nominating and Corporate Governance Committee

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Clayton Adams, | 2025 | - | 175,000 | 1,860,000 | 104,000 | 2,139,000 | | Chief Executive Officer(3) | 2024 | - | - | - | 110,000 | 110,000 | | David Enholm, | 2025 | 152,917 | - | 120,600 | 11,400 | 284,917 | | Chief Financial Officer | 2024 | 191,555 | - | - | 12,480 | 204,035 | | Gary Hollst, | 2025 | 122,486 | 17,500 | 274,590 | - | 414,576 | | Chief Revenue Officer | 2024 | 129,807 | - | - | - | 129,807 |

  2. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Messrs. Adams and Enholm will be entitled to severance under certain circumstances as described under “—Employment and Consulting Agreements” above.

  3. Potential Payments Upon Termination or Change in Control

    | CleanCore Solutions, Inc. | 15 | 2025 Proxy Statement |

  4. Potential Payments Upon Termination or Change in Control

    Outstanding Equity Awards at Fiscal Year End The following table includes certain information with respect to the value of all unexercised options and unvested shares of restricted stock previously awarded to the executive officers named above at the fiscal year ended June 30, 2025.

  5. Potential Payments Upon Termination or Change in Control

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | David Enholm(1)(2) | 223,889 | 101,111 | - | $2.50 | 03/27/2028 | 90,000 | $218,700 | - | - | | Gary Hollst(3) | - | - | - | - | - | 114,584 | $278,439 | - | - |

  6. Potential Payments Upon Termination or Change in Control

    | (1) On March 27, 2023, Mr. Enholm was granted an option to purchase 325,000 shares of common stock under the 2022 Plan, with 32,500 shares vesting on the 90th day following the grant date, 32,500 vesting on the 180th day following the grant date, and the remaining 260,000 shares vesting in equal portions commencing on the 181st day following the grant date for next 36 months. |

  7. Potential Payments Upon Termination or Change in Control

    | (2) On May 6, 2025, Mr. Enholm was granted 90,000 restricted stock units under the 2022 Plan, which vest quarterly over one year commencing on July 1, 2025. |

  8. Potential Payments Upon Termination or Change in Control

    | (3) On January 2, 2025, Mr. Hollst was granted 200,000 restricted stock units under the 2022 Plan, of which 75,000 restricted stock units vested on the date of grant, with the remaining restricted stock units vesting quarterly over three years commencing on April 1, 2025. |

  9. Potential Payments Upon Termination or Change in Control

    Director Compensation Our non-executive directors during the year ended June 30, 2025 were Brent Cox, who resigned on August 29, 2025, Larry Goldman, who resigned on March 14, 2025, James M. Grisham, who served until June 5, 2025, and Peter Frei, who was elected on June 5, 2025. On June 5, 2025, Peter Frei was granted a stock option for the purchase of 150,000 shares of common stock at an exercise price of $3.73 per share under the 2022 Plan. The options are subject to vesting, with 10% of the option vesting immediately upon its grant and the remaining 90% of the option vesting in equal installments each month over the next twenty-four (24) months. Except for these stock option grants, no member of our board of directors received compensation for services as a director during the fiscal year ended June 30, 2025. 2022 Equity Incentive Plan On September 16, 2022, our board of directors adopted our 2022 Equity Incentive Plan (as amended, the “2022 Plan”), which was approved by our stockholders on November 18, 2022. On January 4, 2024, our board of directors and stockholders adopted Amendment No. 1 to the 2022 Plan. On April 21, 2025, our board of directors adopted Amendment No. 2 to the 2022 Plan, which was approved by our stockholders on June 5, 2025. On September 3, 2025, our board of directors and stockholders adopted Amendment No. 3 to the 2022 Plan. The following is a summary of the 2022 Plan. The summary describes the principal features of the 2022 Plan, but it is qualified in its entirety by reference to the full text of the 2022 Plan.

  10. Potential Payments Upon Termination or Change in Control

    | CleanCore Solutions, Inc. | 16 | 2025 Proxy Statement |

  11. Potential Payments Upon Termination or Change in Control

    Purposes: The purposes of the 2022 Plan are to advance our interests and the interests of our stockholders by providing an incentive to attract, retain and reward persons performing services for us and by motivating such persons to contribute to our growth and profitability. Types of Awards: Awards that may be granted include: (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) restricted awards, (e) performance share awards, and (f) performance compensation awards. These awards offer our officers, employees, consultants and directors the possibility of future value, depending on the long-term price appreciation of our common stock and the award holder’s continuing service with the Company. Administration of the 2022 Plan: The 2022 Plan is currently administered by our compensation committee. Among other things, the administrator has the authority to select persons who will receive awards, determine the types of awards and the number of shares to be covered by awards, and to establish the terms, conditions, performance criteria, restrictions and other provisions of awards. The administrator has authority to establish, amend and rescind rules and regulations relating to the 2022 Plan. Eligible Recipients: Persons eligible to receive awards under the 2022 Plan will be those employees, consultants, and directors of the Company and its subsidiaries who are selected by the administrator. Shares Available Under the 2022 Plan: The maximum number of shares of common stock that may be delivered to participants under the 2022 Plan is 25,000,000, subject to adjustment for certain corporate changes affecting the shares, such as stock splits. In addition, the number of shares available for issuance under the 2022 Plan will automatically increase on January 1 of each calendar year during the term of the 2022 Plan by an amount equal to five percent (5%) of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year. Shares subject to an award under the 2022 Plan for which the award is canceled, forfeited or expires again become available for grants under the 2022 Plan. Shares subject to an award that is settled in cash will not again be made available for grants under the 2022 Plan. Stock Options: General. Stock options give the option holder the right to acquire from us a designated number of shares at a purchase price that is fixed at the time of the grant of the option. Stock options granted may be tax-qualified stock options (so-called “incentive stock options”) or non-qualified stock options. Subject to the provisions of the 2022 Plan, the administrator has the authority to determine all grants of stock options. That determination will include: (i) the number of shares subject to any option; (ii) the exercise price per share; (iii) the expiration date of the option; (iv) the manner, time and date of permitted exercise; (v) other restrictions, if any, on the option or the shares underlying the option; and (vi) any other terms and conditions as the administrator may determine. Option Price. The exercise price for stock options will be determined at the time of grant. Normally, the exercise price will not be less than the fair market value on the date of the grant. As a matter of tax law, the exercise price for any incentive stock option awarded may not be less than the fair market value of the shares on the date of grant. However, incentive stock option grants to any person owning more than 10% of our voting stock must have an exercise price of not less than 110% of the fair market value on the grant date. Exercise of Options. An option may be exercised only in accordance with the terms and conditions for the option agreement as established by the administrator at the time of the grant. The option must be exercised by notice to us, accompanied by payment of the exercise price. Payments may be made in cash or, at the option of the administrator, by actual or constructive delivery of shares of common stock to the holder of the option based upon the fair market value of the shares on the date of exercise. Expiration or Termination. Options, if not previously exercised, will expire on the expiration date established by the administrator at the time of grant. In the case of incentive stock options, such term cannot exceed ten years provided that in the case of holders of more than 10% of our voting stock, such term cannot exceed five years. Options will terminate before their expiration date if the holder’s service with the Company or a subsidiary terminates before the expiration date. The option may remain exercisable for specified periods after certain terminations of employment, including terminations as a result of death, disability or retirement, with the precise period during which the option may be exercised to be established by the administrator and reflected in the grant evidencing the award.

  12. Potential Payments Upon Termination or Change in Control

    | CleanCore Solutions, Inc. | 17 | 2025 Proxy Statement |

  13. Potential Payments Upon Termination or Change in Control

    Incentive and Non-Qualified Options. An incentive stock option is an option that is intended to qualify under certain provisions of the Internal Revenue Code of 1986, as amended (the “Code”), for more favorable tax treatment than applies to non-qualified stock options. Any option that does not qualify as an incentive stock option will be a non-qualified stock option. Under the Code, certain restrictions apply to incentive stock options. For example, the exercise price for incentive stock options may not be less than the fair market value of the shares on the grant date and the term of the option may not exceed ten years. In addition, an incentive stock option may not be transferred, other than by will or the laws of descent and distribution and is exercisable during the holder’s lifetime only by the holder. In addition, no incentive stock options may be granted to a holder that is first exercisable in a single year if that option, together with all incentive stock options previously granted to the holder that also first become exercisable in that year, relate to shares having an aggregate fair market value in excess of $100,000, measured at the grant date. Stock Appreciation Rights: Stock appreciation rights (“SARs”), which may be granted alone or in tandem with options, have an economic value similar to that of options. When an SAR for a particular number of shares is exercised, the holder receives a payment equal to the difference between the market price of the shares on the date of exercise and the exercise price of the shares under the SAR. Again, the exercise price for SARs normally is the market price of the shares on the date the SAR is granted. Under the 2022 Plan, holders of SARs may receive this payment - the appreciation value - either in cash or shares valued at the fair market value on the date of exercise. The form of payment will be determined by us. Restricted Awards: Restricted awards are shares awarded to participants at no cost. Restricted awards can take the form of awards of restricted stock, which represent issued and outstanding shares and may be subject to vesting criteria, or restricted stock units, which represent the right to receive shares subject to satisfaction of vesting criteria. Restricted stock awards are forfeitable and non-transferable until the shares vest. The vesting date or dates and other conditions for vesting are established when the shares are awarded. These awards will be subject to such conditions, restrictions and contingencies as the administrator shall determine at the date of grant. Those may include requirements for continuous service and/or the achievement of specified performance goals. Performance Awards: A performance award is an award that may be in the form of cash or shares or a combination, based on the attainment of pre-established performance goals and other conditions, restrictions and contingencies identified by the administrator. Performance Criteria: Under the 2022 Plan, one or more performance criteria will be used by the administrator in establishing performance goals. Any one or more of the performance criteria may be used on an absolute or relative basis to measure the performance of the Company, as the administrator may deem appropriate, or as compared to the performance of a group of comparable companies, or published or special index that the administrator deems appropriate. In determining the actual size of an individual performance compensation award, the administrator may reduce or eliminate the amount of the award through the use of negative discretion if, in its sole judgment, such reduction or elimination is appropriate. The administrator shall not have the discretion to (i) grant or provide payment in respect of performance compensation awards if the performance goals have not been attained or (ii) increase a performance compensation award above the maximum amount payable under the 2022 Plan. Other Material Provisions: Awards will be evidenced by a written agreement, in such form as may be approved by the administrator. In the event of various changes to our capitalization, such as stock splits, stock dividends and similar re-capitalizations, an appropriate adjustment will be made by the administrator to the number of shares covered by outstanding awards or to the exercise price of such awards. The administrator is also permitted to include in the written agreement provisions that provide for certain changes in the award in the event of a change of control of the Company, including acceleration of vesting. Except as otherwise determined by the administrator at the date of grant, awards will not be transferable, other than by will or the laws of descent and distribution. Prior to any award distribution, we are permitted to deduct or withhold amounts sufficient to satisfy any employee withholding tax requirements. Our board also has the authority, at any time, to discontinue the granting of awards. The board also has the authority to alter or amend the 2022 Plan or any outstanding award or may terminate the 2022 Plan as to further grants, provided that no amendment will, without the approval of our stockholders, to the extent that such approval is required by law or the rules of an applicable exchange, increase the number of shares available under the 2022 Plan, change the persons eligible for awards under the 2022 Plan, extend the time within which awards may be made, or amend the provisions of the 2022 Plan related to amendments. No amendment that would adversely affect any outstanding award made under the 2022 Plan can be made without the consent of the holder of such award.

  14. Potential Payments Upon Termination or Change in Control

    | CleanCore Solutions, Inc. | 18 | 2025 Proxy Statement |

  15. Potential Payments Upon Termination or Change in Control

    CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS The following includes a summary of transactions since the beginning of our 2024 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions. As of June 30, 2025 and 2024, we had a short-term amount due to Clayton Adams, our Chief Executive Officer, in the amount of $41,895 and $91,119, respectively, for operational expenses paid by a credit card in his name. We have a verbal agreement with Mr. Adams to pay the credit card charges directly to the issuing financial institution as they become due and are current on these payments. On March 26, 2024, we entered into a loan agreement with Clayton Adams, pursuant to which we issued a revolving credit note to Mr. Adams in the principal amount of up to $500,000. Pursuant to the loan agreement and note, Mr. Adams agreed to provide advances to us upon request during the period commencing on April 25, 2024 and continuing until the second anniversary of such date, or the maturity date. This note accrues simple interest on the outstanding principal amount at the rate of 8% per annum, with all principal and interest due on the maturity date; provided that upon an event of default (as defined in the note), such rate shall increase to 13%. We may prepay the note at any time without penalty or premium. The note is unsecured and contains customary events of default for a loan of this type. As of June 30, 2025, no advances have been made, and the principal amount of this note is $0. On December 24, 2024, we issued a promissory note in the principal amount of $316,920 to Gary Hollst, our Chief Revenue Officer. The note was originally due and payable on May 31, 2025 and did not accrue interest. On May 2, 2025, the note was amended and restated in its entirety and we issued to Mr. Hollst an amended and restated promissory note in the principal amount of $342,154.57. The amended and restated promissory note was due and payable on May 31, 2026 and accrued interest at a rate of 8.5% per annum. The amended and restated promissory note could be converted at the holder’s option at any time into shares of common stock at a conversion price of $1.12 (subject to standard adjustments for stock splits, stock dividends, reclassifications and similar transactions). On June 2, 2025, all principal and interest due under the amended and restated promissory note in the amount of $344,625 was converted into 307,701 shares of common stock. On December 24, 2024, we issued a 20% original issue discount promissory note in the principal amount of $415,241 to Clayton Adams. On January 27, 2025, Mr. Adams entered into a note sale assignment and cancellation agreement with Travis Buchanan, our President, pursuant to which Mr. Adams sold and assigned $125,000 of the note to Mr. Buchanan for a purchase price of $100,000. Following such assignment, we issued a 20% original issue discount promissory note in the principal amount of $290,241.25 to Mr. Adams. This note accrues interest at a rate of 8% per annum; provided that upon an event of default (as defined in the note), such interest rate shall increase to 15% per annum. The note was originally due and payable on June 30, 2025. On May 2, 2025, the parties entered into an amendment pursuant to which the maturity date was changed to require repayment with sixty (60) days of written demand from Mr. Adams. The note may be prepaid at any time without premium or penalty, is unsecured, and contains customary events of default for a loan of this type. As of June 30, 2025, the outstanding principal balance of this note was $290,241 and it had an accrued interest balance of $9,797. This note was repaid in full in September 2025. Following the assignment described above, we issued a 20% original issue discount promissory note in the principal amount of $125,000 to Mr. Buchanan. This note accrues interest at a rate of 8% per annum; provided that upon an event of default (as defined in the note), such interest rate shall increase to 15% per annum. The note was originally due and payable on June 30, 2025. On May 2, 2025, the parties entered into an amendment pursuant to which the maturity date was changed to require repayment with sixty (60) days of written demand from Mr. Buchanan. The note may be prepaid at any time without premium or penalty, is unsecured, and contains customary events of default for a loan of this type. As of June 30, 2025, the outstanding principal balance of this note was $125,000 and it had an accrued interest balance of $4,219.18. This note was repaid in full in September 2025. On September 5, 2025, we entered into an asset management agreement (the “Asset Management Agreement”) with Dogecoin Ventures, Inc., which is a wholly-owned subsidiary of House of Doge Inc., the commercial arm of the Dogecoin Foundation (the “Asset Manager”), and 21Shares US LLC (“21Shares”), pursuant to which we established a multiyear advisory and asset-management program with the Asset Manager and 21Shares to manage our treasury assets. Pursuant to the terms of the Asset Management Agreement, we agreed to pay the Asset Manager and 21Shares a monthly fee in arrears computed at an annual rate as follows: (i) 2% in the aggregate on amounts up to and including $1,000,000,000 in account value, with 1.75% paid to the Asset Manager and 0.25% paid to 21Shares; (ii) 1.75% in the aggregate on amounts above $1,000,000,000 up to and including $1,500,000,000 in account value, with 1.5% paid to the Asset Manager and 0.25% paid to 21Shares; and (iii) 1.5% in the aggregate on amounts above $1,500,000,000 in account value, with 1.25% paid to the Asset Manager and 0.25% paid to 21Shares. Such payments may be made, in the sole discretion of the Asset Manager or 21Shares, in shares of common stock, cash, or Dogecoin and shall be pro-rated for partial periods. As noted above, Tim Stebbing, who was appointed to our board on September 5, 2025, is the Chief Technology Officer of House of Doge Inc. and is also on the board of the Dogecoin Foundation, and Marco Margiotta, who was appointed as our Chief Investment Officer on September 5, 2025, is the Chief Executive Officer of House of Doge Inc.

  16. Potential Payments Upon Termination or Change in Control

    | CleanCore Solutions, Inc. | 19 | 2025 Proxy Statement |

  17. Potential Payments Upon Termination or Change in Control

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Stock Ownership The following table sets forth certain information with respect to the beneficial ownership of our common stock as of the Record Date for (i) each of our named executive officers and directors; (ii) all of our named executive officers and directors as a group; and (iii) each other stockholder known by us to be the beneficial owner of more than 5% of our outstanding common stock. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o the Company, 5920 S 118th Circle, Omaha, NE 68137.

  18. Potential Payments Upon Termination or Change in Control

    | Name and Address of Beneficial Owner | Title of Class | Amount and Nature of Beneficial Ownership(1) | Percent of Class(2) | | Clayton Adams, Chief Executive Officer and Director | Common Stock | 6,118,795 | 3.04% | | Travis Buchanan, President(3) | Common Stock | 286,602 | * | | David Enholm, Chief Financial Officer and Director(4) | Common Stock | 540,772 | * | | Gary Hollst, Chief Revenue Officer | Common Stock | 389,352 | * | | Marco Margiotta, Chief Investment Officer | Common Stock | 4,000,000 | 1.99% | | Alexander Benjamin Spiro, Chairman of the Board(5) | Common Stock | 90,000 | * | | Peter Frei, Director(6) | Common Stock | 52,209 | * | | Tim Stebbing, Director(7) | Common Stock | 30,000 | * | | All executive officers and directors (8 persons named above) | Common Stock | 11,507,730 | 5.71% |

  19. Potential Payments Upon Termination or Change in Control

    | * Less than 1% |

  20. Potential Payments Upon Termination or Change in Control

    | (1) Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares that such person or any member of such group has the right to acquire within sixty (60) days of the Record Date. For purposes of computing the percentage of outstanding common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within sixty (60) days of the Record Date are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership by any person. |

  21. Potential Payments Upon Termination or Change in Control

    | (2) Based on 201,258,472 shares of common stock issued and outstanding as of the Record Date. |

  22. Potential Payments Upon Termination or Change in Control

    | (3) Consists of 283,269 shares of common stock held directly and 3,333 shares of common stock held by ACME People Company. Mr. Buchanan is the President of ACME People Company and has voting and investment power over the shares held by it. Mr. Buchanan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, in such shares. |

  23. Potential Payments Upon Termination or Change in Control

    | (4) Consists of 273,550 shares of common stock and 267,222 shares of common stock which Mr. Enholm has the right to acquire within 60 days through the exercise of vested stock options. |

  24. Potential Payments Upon Termination or Change in Control

    | (5) Consists of 30,000 shares of common stock and 60,000 shares of common stock which Mr. Spiro has the right to acquire within 60 days upon the vesting of restricted stock units. |

  25. Potential Payments Upon Termination or Change in Control

    | (6) Consists of 3,459 shares of common stock and 48,750 shares of common stock which Mr. Frei has the right to acquire within 60 days through the exercise of vested stock options. |

  26. Potential Payments Upon Termination or Change in Control

    | (7) Consists of 10,000 shares of common stock and 20,000 shares of common stock which Mr. Stebbing has the right to acquire within 60 days upon the vesting of restricted stock units. |

  27. Potential Payments Upon Termination or Change in Control

    We do not currently have any arrangements which if consummated may result in a change of control of the Company. Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the company. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. We believe, based solely on a review of the copies of such reports furnished to us and representations of these persons, that all reports were timely filed for the fiscal year ended June 30, 2025, except for the following, which were filed late due to administrative oversight: a Form 3 Travis Buchanan, a Form 4 for Travis Buchanan, a Form 4 for Clayton Adams and a Form 4 for Gary Hollst.

  28. Potential Payments Upon Termination or Change in Control

    | CleanCore Solutions, Inc. | 20 | 2025 Proxy Statement |

  29. Potential Payments Upon Termination or Change in Control

    ADDITIONAL INFORMATION Other Matters As of the date of this proxy statement, the board of directors does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the board of directors or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder, to the extent permitted by Rule 14a-4(c)(3). Stockholder Proposals for Next Annual Meeting A stockholder who is entitled to vote for the election of directors and who desires to nominate a candidate for election to be voted on at an annual meeting of stockholders may do so only in accordance with Section 2.2 of our bylaws, which provides that a stockholder may nominate a director candidate by written notice to the Secretary of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. To be considered timely for our next annual meeting of stockholders, a stockholder nomination, and all supporting information, must be submitted no earlier than August 19, 2026 and no later than September 18, 2026. A stockholder who desires to present a proposal pursuant to Rule 14a-8 under the Exchange Act to be included in the proxy statement for, and voted on by stockholders at, our next annual meeting of stockholders must submit such proposal in writing, including all supporting materials, to the Company at its principal office no later than July 1, 2026, or 120 days before the date of mailing based on this year’s proxy statement date, and meet all other requirements for inclusion in the proxy statement. Additionally, pursuant to Rule 14a-4(c)(1) under the Exchange Act, if a stockholder intends to present a proposal for business to be considered at our next annual meeting of stockholders but does not seek inclusion of the proposal in our proxy statement for such meeting, then we must receive the proposal by September 14, 2026, or 45 days before the date of mailing based on this year’s proxy statement date, for it to be considered timely received. If notice of a stockholder proposal is not timely received, then the proxies will be authorized to exercise discretionary authority with respect to the proposal. Any proposals should be sent to us at CleanCore Solutions, Inc., 5920 S 118th Circle, Omaha, NE 68137, Attention Secretary. Annual Report We have filed our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 with the SEC, a copy of which, including the financial statements and financial statement schedules, but excluding exhibits, has been mailed to our stockholders along with this proxy statement. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests for such exhibits should be directed to CleanCore Solutions, Inc., 5920 S 118th Circle, Omaha, NE 68137, Attention Secretary. Our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 is also available on our IR site under the link for “SEC Filings.”

  30. Potential Payments Upon Termination or Change in Control

    | CleanCore Solutions, Inc. | 21 | 2025 Proxy Statement |