Gorilla Technology Group Inc. - Debt Financing

On July 15, 2026, Gorilla Technology Group Inc. entered into a securities purchase agreement with certain investors for the private placement of $125,000,000 aggregate principal amount of 7.50% Senior Unsecured Convertible Notes, Series B due 2031. These notes are convertible into ordinary shares at an initial conversion price of approximately $25.4826 per share and mature on June 15, 2031. The company received net proceeds of approximately $120.1 million. The placement was made to institutional "accredited investors" under exemptions from registration. The company also entered into a Registration Rights Agreement, committing to file a registration statement for the resale of the notes and underlying shares. Failure to meet certain conditions related to the registration statement may result in the company paying liquidated damages. Additionally, the company entered into a Placement Agency Agreement with The Benchmark Company LLC and StoneX Financial Inc. for their services as placement agents, agreeing to pay them fees and reimburse expenses. Directors and executive officers entered into lock-up agreements, restricting the sale of securities for a period ending 90 days after the effectiveness of the registration statement or the full repayment/conversion of the notes.