Amendment to Current Report (Form 8-K/A)

Auddia Announces Signing of Definitive Merger Agreement for Business Combination

Auddia proposes to merge with Thramann Holdings and restructure into a holding company called McCarthy Finney with ticker symbol changing to MCFN

Auddia shareholders to own approximately 20% of MCFN at closing

Company estimates base case DCF valuation of McCarthy Finney to be $250 million

BOULDER, CO / February 18, 2026 / Auddia Inc. (NASDAQ:AUUD) (NASDAQ:AUUDW) ("Auddia" or the "Company"), today announced that in a follow up to the business combination LOI previously announced in August 2025, the Company's board, acting upon the recommendation of its special committee of independent directors, has approved a definitive merger agreement for a business combination between Auddia and Thramann Holdings, LLC ("Thramann Holdings").

Thramann Holdings is a privately held holding company that controls LT350, Influence Healthcare, and Voyex, three early stage AI-native companies founded by Jeff Thramann. Dr. Thramann is a serial entrepreneur and inventor named on over 130 U.S. and international patents. He has taken Auddia and Aclarion, Inc. (Nasdaq: ACON) public, sold Lanx and US Radiosurgery to public companies, sold ProNerve and American Physicians to private equity, and sold Denver CyberKnife to a private company. Thramann is the founder of each of these companies except Aclarion.

"As an innovator, I have spent the past 15 years securing patents in the AI infrastructure space, immersing myself in both the development and use of AI models, and developing blockchain and digital currency strategies aimed at empowering the value drivers of industries to reinvent their markets," said Jeff Thramann, founder, Chairman, and CEO of Auddia. "I believe there is an incredible opportunity for a company at the juncture of AI and web3 to harness these technologies to build significant value across numerous verticals."

Upon closing of the transaction, Auddia will be renamed McCarthy Finney and trade under its new MCFN ticker. Auddia will become a fully owned subsidiary and each of the three Thramann Holdings entities will also be fully owned by McCarthy Finney. Jeff Thramann will remain as CEO of McCarthy Finney and John Mahoney will remain as CFO. Auddia's current board members are expected to continue as members of the board of the combined company.

Auddia shareholders are expected to own 20% of McCarthy Finney at closing with 80% of the combined company expected to be owned at closing by Jeff Thramann. The closing of the merger will be conditioned on Auddia having at least $12 million cash on hand at closing in order to provide cash runway to fund McCarthy Finney to key future business milestones.

Based on a discounted cash flow analysis of McCarthy Finney's forward looking 10-year pro forma completed by management, the Company estimates the base case valuation of McCarthy Finney to be $250 million. Financial statements and other detailed financial disclosures about McCarthy Finney and its portfolio companies will be included in the relevant materials that Auddia intends to file with the Securities and Exchange Commission (the "SEC"), including a registration statement on Form S-4.

The transaction has been unanimously approved by the board of directors of both companies and is expected to close in the second quarter of 2026, subject to customary closing conditions, including approvals by the Auddia stockholders, the effectiveness of the S-4 registration statement to be filed with the SEC to register the shares of McCarthy Finney stock to be issued in connection with the merger, and the continued listing of the combined company's common stock on Nasdaq.

In connection with the approval of the merger agreement, Houlihan Capital provided a fairness opinion to Auddia's special committee and board of directors.

About Thramann Holdings, LLC

Thramann Holdings is a single member Colorado LLC, owned and managed by Jeff Thramann that was formed to facilitate the merger transaction. Thramann Holdings fully owns LT350, Influence Healthcare, and Voyex, three early stage AI native operating companies.

About Auddia Inc.

Auddia, through its proprietary AI platform for audio, is reinventing not only how consumers engage with AM/FM radio, podcasts, and other audio content but also how artists and labels promote their music and gain access to mainstream radio audiences. Auddia's Discovr Radio is the first music-promotion platform to deliver artists guaranteed exposure to radio listeners. Auddia's flagship audio superapp, called faidr, delivers multiple industry firsts, including:

For more information, visit www.auddia.com