Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On December 5, 2025, NextPlat Corp (the "Company") and Barreto Group, Inc. ("Barreto Group") entered into a consulting agreement (the "Agreement") pursuant to which Barreto Group is engaged to provide business development and strategic consulting services to the Company and its wholly owned subsidiaries. Barreto Group is owned and controlled by Rodney Barreto, who serves as the Chairman of the Company's Board of Directors. The Agreement provides for an initial term of three years commencing on the effective date of December 1, 2025, with automatic one-year renewal terms thereafter unless either party provides written notice of non-renewal at least sixty days prior to the expiration of the then-current term.

Under the Agreement, Barreto Group is to advise the Company on business development matters, including new contracts for the sale of goods or services and strategic transactions such as mergers, acquisitions, and licensing agreements, with duties and responsibilities as may be reasonably assigned by the Company's Chief Executive Officer or Board of Directors. Barreto Group is required to devote customary business hours to the Company and perform its duties in a competent and professional manner, while being permitted to engage in other non-competing business activities.

As compensation for its services, Barreto Group will receive an annual consulting fee of $52,000. Barreto Group is also authorized to incur reasonable and necessary business expenses in the performance of its duties, which will be reimbursed by the Company upon submission of appropriate documentation, subject to approval by the Board of Directors.

The Agreement may be terminated immediately upon the disability or death of Rodney Barreto, with the Company's obligations limited to payment of consulting fees earned through the date of termination or as otherwise required by law.

The Agreement was approved by a majority of the disinterested members of the Company's Board of Directors, including a majority of the Company's independent directors

A copy of the Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Agreement is qualified in its entirety by reference to the full text thereof.