{"url_path":"/sec/rct/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2027360/0001493152-26-023944-index.html","accession_number":"0001493152-26-023944","cik":"0002027360","ticker":"RCT","issuer_name":"RedCloud Holdings plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2027360/0001493152-26-023944-index.html","primary_entity_key":"0002027360","primary_entity_name":"RedCloud Holdings plc"},"word_count":2219,"has_tables":true,"body_markdown":"**ITEM\n7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**\n\n \n\n**A.\nMajor Shareholders**\n\n \n\nSee\nSection E, “Share Ownership,” under Item 6 for information as to our major shareholders.\n\n \n\n**B.\nRelated Party Transactions**\n\n** **\n\nOther\nthan compensation arrangements for our directors and executive officers, which are described elsewhere in this annual report, the following\nsection describes transactions we have entered into during the last two completed fiscal years, and currently outstanding or recently\noutstanding transactions, in which:\n\n \n\n●we\nhave been or are to be a participant;\n\n●the\namounts involved exceed the lesser of (i) $120,000 or (ii) one percent of our\naverage total assets at year-end for the last two completed fiscal years; and\n\n●any\nof our directors, executive officers, holders of more than 5% of our outstanding ordinary\nshares, or any immediate family member of, or person sharing the household with, such individuals,\nhad or will have a direct or indirect material interest.\n\n \n\n**Credit\nFacilities**\n\n** **\n\n**Framework\nLoan Agreement with Lienhardt & Partner Privatbank Zürich AG**\n\n** **\n\nDuring\n2025, RedCloud Technologies Limited entered into short term credit facilities with Lienhardt to support the Company’s working capital\nand liquidity requirements.\n\n \n\nOn\nSeptember 22, 2025, the Company entered into an overdraft facility with a limit of GBP 2.0 million, which was fully guaranteed by Christina\nByland, a shareholder of the Company, and Dr. Nikolaus B. Senn, a shareholder and member of the Company’s Board. On October 27,\n2025, the Company drew an additional GBP 0.8 million under the same facility, subject to the same related party guarantees.\n\n \n\n53\n\n \n\n \n\nUnder\nthe facility, Lienhardt provides the Company with an overdraft facility that may be drawn exclusively as an overdraft and does not provide\nfor fixed term advances. The facility is subject to collateral accepted by Lienhardt and applicable loan to value ratios.\n\n \n\nKey\nterms of the facility include:\n\n \n\n●Loan\nlimit: GBP 2,800,000\n\n●Loan\ntype: Overdraft only\n\n●Interest\nrate:\n\n \n\n○4.95%\nper annum, calculated daily on the outstanding debit balance\n\n○Lienhardt\nmay adjust the interest rate from time to time based on market conditions\n\n \n\n●Maturity:\n\n \n\n○No\nstated maturity date\n\n○The\nfacility is repayable on demand\n\n \n\n●Fees:\nInterest and bank charges are debited periodically in accordance with Lienhardt’s general\nterms\n\n●Governing\nlaw: Swiss law\n\n \n\nAs\nof December 31, 2025, the total outstanding balance under this facility was GBP 2.8 million, which is classified as short term borrowings\nin the consolidated financial statements.\n\n \n\nBorrowings\nunder the Framework Loan Agreement are intended to support the Company’s liquidity needs and financial transactions and are classified\nas short-term borrowings in the consolidated financial statements.\n\n \n\n**Guarantees\nand Collateral (Related Parties)**\n\n** **\n\nIn\nconnection with the Framework Loan Agreement:\n\n \n\n●Dr. Nikolaus B. Senn,\na member of the Company’s Board, has provided collateral to support the facility.\n\n●Christina\nByland, a holder of more than 5% of the Company’s outstanding ordinary shares, and\n\n●Hans\nRudolf Kunz, Chairperson of the Board, together with Darisse Summers, each holders of more\nthan 5% of the Company’s outstanding ordinary shares,\n\n \n\nhave\nagreed to indemnify Dr. Senn in the event that the Company defaults on its obligations under the facility.\n\n \n\n**Unsecured\nShareholder Term Loans**\n\n** **\n\n**Term\nLoans from Christina Byland**\n\n** **\n\nBetween\nNovember 26, 2025 and December 17, 2025, the Company entered into two unsecured term loan agreements with Ms.\nChristina Byland, a holder of more than 5% of the Company’s outstanding ordinary shares:\n\n \n\n●CHF 2,000,000,\nbearing interest at 10% per annum, maturing on May 25, 2027; and\n\n●CHF 2,000,000,\nbearing interest at 10% per annum, also maturing on May 25, 2027.\n\n \n\nAs\nof December 31, 2025, the aggregate outstanding balance of unsecured shareholder term loans totaled $8,123,835, as reflected in the consolidated\nbalance sheet.\n\n \n\nOn\nMarch 25, 2026, subsequent to year-end, the Company received an additional GBP 1.0 million (Great British Pounds) unsecured loan\nfrom Ms. Christina Byland on substantially similar terms, increasing the total outstanding balance of unsecured shareholder term\nloans following year-end. On March 26, 2026, the Company also received an unsecured loan of GBP 136,000 with a maturity date of\nMarch 25, 2027, from Dr. Nikolaus Senn. In addition, subsequent to year-end, on May 7, 2026, the Company received an unsecured loan\nof $195,000 jointly from Dr. Nikolaus Senn and Ms. Christina Byland with a maturity date of March 25, 2027, comprised of $65,000 from Dr. Senn and $130,000\nfrom Ms. Byland, respectively. These loans are unsecured, interest-bearing and were provided to support the\nCompany’s working capital and liquidity requirements.\n\n \n\nThese loans are unsecured, interest-bearing\nand were provided to support the Company’s working capital and liquidity requirements.\n\n \n\n54\n\n \n\n** **\n\n**Historical\nRelated-Party Loans Converted to Equity**\n\n** **\n\n**Term\nLoans, Bridging Loans and Convertible Instruments**\n\n** **\n\nFrom\n2022 through early 2025, the Company entered into multiple unsecured financing arrangements with related parties, including Christina\nByland, Nikolaus Senn, and HRK Participations SA (an entity wholly owned by Hans Rudolf Kunz, Chairperson of the Board). These arrangements\nincluded:\n\n \n\n●unsecured\nterm loans,\n\n●bridging\nloans advanced pending the Company’s initial public offering, and\n\n●unsecured\nconvertible loan notes.\n\n \n\nOn\nSeptember 30, 2024, substantially all outstanding related-party loans were consolidated into a Restated Consolidated Loan\nAgreement, which carried an interest rate of 15% per annum.\n\n \n\nOn\nFebruary 17, 2025, the Company entered into an Amended and Restated Loan Capitalization Agreement with the related-party\nlenders, pursuant to which the entire outstanding balance of £33.2 million ($41.5 million) under the Restated Consolidated\nLoan Agreement and related instruments was converted into ordinary shares upon consummation of the Company’s initial public offering\nin March 2025.\n\n \n\nAs\na result, no amounts remained outstanding under these historical term loans, bridging loans or convertible loan notes as of December 31, 2025.\n\n \n\n**Arm’s-Length\nConsiderations**\n\n** **\n\nThe\nrelated-party financing arrangements described above were not negotiated on an arm’s-length basis. The terms were based on the\nCompany’s liquidity needs at the time, the availability of capital from the related parties, and prevailing market conditions,\nrather than through a competitive third-party financing process.\n\n \n\n**Summary\nof Related-Party Debt as of December 31, 2025**\n\n \n\nAs\nof December 31, 2025:\n\n \n\n●Outstanding\nrelated-party debt consisted of:\n\n \n\n○unsecured\nshareholder term loans from Ms. Christina Byland totaling $8.1 million, and\n\n○borrowings\nunder the Framework Loan Agreement with Lienhardt (guaranteed by related parties), classified\nas short-term borrowings.\n\n \n\n●All\nhistorical related-party loans, bridging facilities and convertible instruments were converted\ninto equity upon consummation of the Company’s initial public offering in March 2025.\n\n \n\n**Agreements\nwith Our Executive Officers and Directors**\n\n** **\n\n*Employment\nAgreement with Justin Floyd*\n\n \n\nThe\nCompany entered into an executive employment agreement with Justin Floyd (the “Floyd Agreement”), pursuant to which Mr. Floyd\nwill serve as the Company’s Chief Executive Officer, reporting to the Company’s Board. The Floyd Agreement remains in effect\nindefinitely until terminated by either party. The Floyd Agreement provides for (A) a $550,000 annual base salary paid in accordance\nwith our normal payroll practices and which may be increased in the discretion of our Board, but not reduced, (B) a relocation payment\nof $200,000, (C) a target annual bonus equal to 100% of base salary, with the actual amount of such bonus determined in the discretion\nof our Board, based on the achievement of individual and/or Company performance goals determined by our Board or a subcommittee thereof\nand payable on the date annual bonuses are paid to our other senior executives, but in no event later than March 31st of the\ncalendar year following the calendar year in which such bonus was earned, (D) a target annual equity compensation award equal to at least\n$5,092,000, each of which will be subject to a four-year vesting period and such other terms and conditions as determined by our Board\nor a subcommittee thereof, and (F) eligibility to participate in customary health, welfare, and fringe benefit plans we provide to our\nemployees, but if we don’t offer customary health, welfare, and fringe benefit plans in New York, NY, the Company will reimburse\nMr. Floyd (and Mr. Floyd’s spouse and/or eligible dependents) full monthly cost of market-standard health and welfare benefits.\n\n \n\nThe\nFloyd Agreement also provides that in connection with our IPO, the Company will recommend to the Board that it make a one-time equity\ngrant to Mr. Floyd with a value of $10,000,000, and which will be subject to a four-year vesting period, with such other terms and conditions\nof the grant set forth in a separate grant agreement between the Company and Mr. Floyd. As of the date of this annual report, this equity\ngrant has not been approved by the Board or granted.\n\n \n\nThe\nFloyd Agreement includes certain restrictive covenants, which include non-solicitation and non-competition covenants during the term\nof the Floyd Agreement and for the 12 months following.\n\n \n\n55\n\n \n\n \n\nThe\nforegoing description of the Floyd Agreement is not complete and is qualified in its entirety by reference to the full text of the Floyd\nAgreement, which is filed hereto.\n\n \n\n*Employment\nAgreement with Soumaya Hamzaoui*\n\n \n\nThe\nCompany entered into an executive employment agreement with Soumaya Hamzaoui (the “Hamzaoui Agreement”), pursuant to which\nMs. Hamzaoui will serve as the Company’s Chief Operating Officer, reporting to the Company’s Board. The Hamzaoui Agreement\nremains in effect indefinitely until terminated by either party. The Hamzaoui Agreement provides for (A) a £370,500 annual base\nsalary paid in accordance with our normal payroll practices and which may be increased in the discretion of our Board, but not reduced,\n(B) a relocation payment of £50,000, (C) a target annual bonus equal to 90% of base salary, with the actual amount of such bonus\ndetermined in the discretion of our Board, based on the achievement of the individual and/or Company performance goals determined by\nour Board or a subcommittee thereof and payable on the date annual bonuses are paid to our other senior executives, but in no event later\nthan March 31st of the calendar year following the calendar year in which such bonus was earned, (D) a target annual equity\ncompensation award equal to at least $2,500,000, each of which will be subject to a four-year vesting period and such other terms and\nconditions as determined by our Board or a subcommittee thereof, and (F) eligibility to participate in customary health, welfare, and\nfringe benefit plans we provide to our employees.\n\n \n\nThe\nHamzaoui Agreement also provides that in connection with our IPO, the Company will recommend to the Board that it make a one-time equity\ngrant to Ms. Hamzaoui with a value of $7,000,000, and which will be subject to a four-year vesting period, with such other terms and\nconditions of the grant set forth in a separate grant agreement between the Company and Ms. Hamzaoui. As of the date of this annual report,\nthis equity grant has not been approved by the Board or granted.\n\n \n\nThe\nforegoing description of the Hamzaoui Agreement is not complete and is qualified in its entirety by reference to the full text of the\nHamzaoui Agreement, which is filed hereto.\n\n \n\n**Indemnification\nAgreements**\n\n \n\nWe\nhave entered into a deed of indemnity with each of our directors and executive officers. Our Amended and Restated Articles of Association\nempower us to indemnify our directors and executive officers to the fullest extent permitted by applicable law.\n\n \n\n**Policies\nand Procedures with Respect to Related Party Transactions**\n\n \n\nPursuant\nto our Audit Committee charter, our Audit Committee will be responsible for reviewing and approving transactions with related persons.\nA related person includes directors, executive officers, beneficial owners of 5% or more of any class of our voting securities, immediate\nfamily members of any of the foregoing persons, and any entities in which any of the foregoing is an executive officer or is an owner\nof 5% or more ownership interest.\n\n \n\nIf\na transaction involving an amount in excess of $120,000 has been identified as a related person transaction, including any transaction\nthat was not a related person transaction when originally consummated or any transaction that was not initially identified as a related\nperson transaction prior to consummation, information regarding the related person transaction will be reviewed by our Audit Committee,\nwhich will determine whether to approve the transaction.\n\n \n\nIn\nconsidering related person transactions, our audit committee will take into account the relevant available facts and circumstances including,\nbut not limited to:\n\n \n\n \n●\nthe\nrelated person’s interest in the related person transaction;\n\n \n \n \n\n \n●\nthe\napproximate dollar value of the amount involved in the related person transaction;\n\n \n \n \n\n \n●\nthe\napproximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of\nany profit or loss;\n\n \n \n \n\n \n●\nwhether\nthe transaction was undertaken in the ordinary course of business of our Company;\n\n \n \n \n\n \n●\nwhether\nthe transaction with the related person is proposed to be, or was, entered into on terms no less favorable to us than terms that\ncould have been reached with an unrelated third party;\n\n \n\n56\n\n \n\n \n\n \n●\nthe\npurpose, and the potential benefits to our Company, of the transaction; and\n\n \n \n \n\n \n●\nany\nother information regarding the related person transaction or the related person in the context of the proposed transaction that\nwould be material to investors in light of the circumstances of the particular transaction.\n\n \n\nIn\ndetermining whether to approve, ratify or reject a related person transaction, the audit committee will review all relevant information\navailable to it about such transaction, and it will approve or ratify the related person transaction only if it determines that, under\nall of the circumstances, the transaction is in, or is not inconsistent with, the best interests of our company.\n\n \n\n**C.\nInterests of Experts and Counsel**\n\n \n\nNot\napplicable."}