SCHEDULE: Creative Realities Inc. Lock-Up Agreement Filed

Creative Realities, Inc. has filed a Lock-Up Agreement detailing restrictions on the sale of company stock by a significant shareholder following a public offering.

Summary

• A Lock-Up Agreement was executed on June 23, 2026, between Richard Mills (a security holder) and Craig-Hallum Capital Group LLC (the Underwriter) concerning Creative Realities, Inc.'s public offering of common stock.
• The agreement restricts the undersigned (Richard Mills) from selling or transferring any shares of Common Stock or securities convertible into or exercisable for Common Stock for a period of 90 days after the final prospectus supplement date for the Offering, which was June 29, 2026. This period is referred to as the Restricted Period.
• Exceptions to the lock-up include bona fide gifts, transfers for estate planning, transfers to immediate family or trusts for their benefit, transfers to affiliated entities, distributions to members/partners/shareholders, transfers by operation of law, transfers to the Company upon employee termination, sales in open market transactions after the Offering completion, and exercise of stock options/RSUs/warrants (provided any shares received remain subject to the lock-up).
• The agreement also allows for the establishment of Rule 10b5-1 trading plans, provided they do not permit transfers during the Restricted Period and no public announcement is made voluntarily.
• Richard Mills, as a significant shareholder, beneficially owns 1,703,927 shares, representing 11.9% of the outstanding common stock as of June 30, 2026. This includes individually held shares, shares from restricted stock units, shares from vested options, and shares held by RFK Communications, LLC.
• On June 30, 2026, Richard Mills purchased 200,000 shares of Common Stock from the Underwriter in the Offering.
• The Underwriting Agreement is expected to become effective by July 31, 2026, and if it does not, or if it is terminated, the Lock-Up Agreement will be terminated.
• The agreement is governed by the laws of the State of New York.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily details standard contractual obligations (lock-up agreement) related to a past capital raise, rather than providing new operational or financial performance information.

Positives

• The lock-up agreement demonstrates a commitment from a significant shareholder (Richard Mills) to not sell shares for a defined period, which can provide stability to the stock price post-offering.
• The agreement allows for certain necessary transfers (e.g., gifts, estate planning, to affiliates) with appropriate notification or execution of similar agreements by transferees, maintaining a degree of flexibility.
• The inclusion of provisions for Rule 10b5-1 trading plans allows for orderly future sales under specific conditions, which can be beneficial for long-term investors.
• Richard Mills' purchase of 200,000 shares in the offering indicates his continued investment and confidence in the company.

Negatives

• The primary negative is the restriction on selling shares for 90 days, which limits liquidity for the undersigned shareholder during that period.
• The potential for a large number of shares to become available for sale after the 90-day restricted period could create downward pressure on the stock price if not managed carefully by the market.

Risks

• The primary risk is the potential for a significant sell-off of shares by the undersigned shareholder and other restricted parties once the 90-day lock-up period expires, which could negatively impact the stock price.
• The company's reliance on the Underwriting Agreement becoming effective by July 31, 2026, presents a risk if the agreement is terminated or does not proceed, rendering the lock-up agreement void.

Future Outlook

The future outlook for the lock-up agreement is contingent on the Underwriting Agreement becoming effective by July 31, 2026. If it does, the restricted period will last for 90 days following June 29, 2026. After this period, the undersigned shareholder may dispose of their shares, subject to any established 10b5-1 trading plans.

Industry Context

StockSavvy.ai notes that lock-up agreements are standard practice in the investment banking industry following public offerings. They are designed to prevent a flood of shares hitting the market immediately after an offering, which could depress the stock price and undermine the offering's success. The terms of this agreement are typical for such arrangements.

Comparison to Industry Standards

• The 90-day lock-up period is a common industry standard following initial public offerings (IPOs) and secondary offerings.
• The exceptions outlined in the agreement (gifts, estate planning, transfers to affiliates, etc.) are also standard provisions found in most lock-up agreements, allowing for necessary liquidity events without undermining the overall market stability.
• The requirement for transferees to sign a similar lock-up agreement is a standard practice to ensure the restrictions are passed on.

Stakeholder Impact

• Shareholders: The lock-up agreement provides a period of stability for existing shareholders by preventing immediate dilution from insider selling. However, the potential for future selling pressure after the lock-up expires is a consideration.
• Underwriter (Craig-Hallum Capital Group LLC): The agreement solidifies the underwriter's position by ensuring a controlled market environment post-offering.
• Richard Mills: This individual faces restrictions on selling his shares for 90 days, limiting his immediate liquidity and flexibility.
• Company (Creative Realities, Inc.): The agreement supports the company's efforts to stabilize its stock price following the public offering.

Next Steps

• The Underwriting Agreement must become effective by July 31, 2026.
• The 90-day restricted period for selling shares will end approximately 90 days after June 29, 2026.
• After the restricted period, Richard Mills may transfer or dispose of his Lock-Up Securities, subject to the terms of the agreement and any established 10b5-1 trading plans.

Key Dates

Keywords

Lock-Up Agreement, Creative Realities Inc., Craig-Hallum Capital Group LLC, Public Offering, Common Stock, Securities, Underwriting Agreement, Richard Mills, Restricted Period, Shareholder Restrictions