Highlights that Every Incumbent Director Nominee Received Substantially More Withheld Votes Than Votes in Favor, by as Much as Nearly 3 to 1, and that Stockholders Rejected the 2026 Equity Incentive Plan by Approximately 82%

Urges the Board to Promptly Engage with Bastion Trading to Address Stockholder Concerns and Materially Reconstitute the Board

NEW YORK, Sept. 30, 2026 (GLOBE NEWSWIRE) — Bastion Trading Limited (“Bastion Trading,” “we” or “our”), a major stockholder of SkyAI, Inc. (Nasdaq: SKYA) (“SkyAI” or the “Company”) that, together with certain of its affiliates, beneficially owns approximately 9.99% of the Company’s outstanding common stock, today called on the Company’s Board of Directors (the “Board”) to respond to the clear message delivered by stockholders at the Company’s September 18, 2026 annual meeting of stockholders (the “2026 Annual Meeting”).

The Stockholders Have Spoken

At the 2026 Annual Meeting, the stockholders delivered a resounding message of their dissatisfaction. According to the Company’s official voting results:

  • Withhold Votes Exceeded Support for Every Director: Every one of the five incumbent director nominees suffered substantially more withheld votes than votes cast in their favor. In the most severe instances, withheld votes outnumbered affirmative votes by nearly 3-to-1.1
  • Overwhelming Rejection of Executive Equity Incentive Plan: Stockholders overwhelmingly rejected the Company’s 2026 Equity Incentive Plan, with approximately 82% of votes cast against the proposal.2

The Company has also disclosed that approximately 82.2% of the Company’s outstanding shares were represented at the meeting.3 This was not stockholder apathy – stockholders showed up in force to make their views known.

The directors have nevertheless retained their seats because the Company uses an archaic and undemocratic plurality voting standard for uncontested director elections and has not adopted a resignation policy requiring directors who fail to receive majority support to tender their resignations. That voting standard, and the absence of any resignation policy, explain the legal outcome; in no way does the recent voting demonstrate stockholder support for the Board’s stewardship. In fact, it is much the opposite. The Board should recognize the distinction and respond accordingly.

We call on the Board to immediately and meaningfully engage with its stockholders to address our concerns and substantially reconstitute the Board with new independent directors that can provide fresh perspectives in the boardroom and help restore investors’ faith in the Company.

SkyAI’s Governance is Broken and Stockholders Require an Accountable Board

The stockholder votes come against a backdrop of significant concerns regarding SkyAI’s corporate governance, capital allocation and strategic direction.

      1.   Related-party transactions raise serious questions and warrant scrutiny.

The Company has entered into substantial related-party arrangements, raising a fundamental question – how much of the economic value generated by the Company is ultimately accruing to shareholders, and how much is being transferred—directly or indirectly—to a director and her family members?

Among others:

  • In 2025, SkyAI paid $3.33 million in consulting fees to Sol Edge Limited (“Sol Edge”) under a 20-year agreement and recorded a $6.67 million prepaid expense.4
  • In H1 2026, SkyAI paid another $5 million in consulting fees to Sol Edge, representing approximately 92% of its $5.46 million of staking revenue.5
  • In Q2 2026 alone, SkyAI paid $2.5 million in consulting fee to Sol Edge, exceeding its $2.32 million of staking revenue.6  
  • SkyAI also issued Sol Markets warrants to purchase 6,321,367 shares, with an approximately $101.3 million grant-date accounting fair value.7
  • SkyAI is currently paying Sol Edge a 2.0% annual consulting fee on Account Equity up to $1 billion.8 By comparison, other Solana DAT peers have disclosed materially lower asset-management fees: Upexi, Inc. at 1.75%, Solana Company at 1.0%, and Forward Industries, Inc. at 0.6%.9

Both Sol Edge and Sol Markets are controlled by James Zhang, the brother of SkyAI director and Chief Investment Officer Yuwen (Alice) Zhang.10

Stockholders deserve an independent review of how these arrangements were negotiated, valued and approved, and whether the process adequately protected unaffiliated stockholders.

      2.   Executive compensation is out of proportion to the Company’s size and performance.

SkyAI’s management has rewarded itself with compensation that appears completely inappropriate given Company’s size and performance. In 2025 alone, three executives received approximately $8.76 million in compensation11:

  • Executive Chairman and CEO Paul K. Danner received approximately $3.46 million, including a $1.0 million bonus and $2.21 million of option awards;
  • Chief Investment Officer and Director Yuwen (Alice) Zhang received approximately $2.97 million, including $2.76 million of option awards; and
  • Former CEO Robert M. Hayes received approximately $2.33 million, including approximately $1.2 million in severance.

Against this backdrop, the Company’s proposal to authorize another 5.145 million shares under the 2026 Equity Incentive Plan—approximately 7.2% of its fully diluted share count—was overwhelmingly rejected by shareholders, with approximately 22.46 million shares voting against versus only 5.05 million in favor.12

The message from stockholders is crystal clear. Management cannot continue to demand millions in compensation and additional equity dilution while delivering little meaningful per-share value creation to its true owners – its stockholders.

The Board should stop treating shareholder equity as management’s compensation pool.

      3.   ISS has questioned Board independence.

In connection with the 2026 Annual Meeting, Institutional Shareholder Services Inc. (“ISS”) recommended that stockholders WITHHOLD votes for all five incumbent director nominees and raised concerns regarding Board independence and the composition of key committees. ISS concluded that more than half of the Board was not independent under ISS standards, specifically identifying Paul K. Danner, Soren Bo Christiansen and Yuwen (Alice) Zhang as non-independent. Notably, while the Company classifies Mr. Christiansen as independent, ISS did not.13

Stockholder Concerns Must be Addressed

We believe it is incumbent upon the Board to immediately engage with its stockholders to add independent directors with the background and skillsets necessary to restore investors’ faith in the future of the Company.

We call on the Board to promptly:

  • Engage with Bastion Trading to address the concerns outlined in this release.
  • Conduct and publicly disclose the findings of an independent review of:
    • All of the Company’s material related-party transactions;
    • The January 2026 bylaw amendments; and
    • The poison pill.
  • Implement and publicly disclose a credible plan to increase SOL per share and narrow the mNAV discount.

The Board Has an Opportunity to Respond

The 2026 Annual Meeting has made clear that a substantial portion of SkyAI’s stockholders are dissatisfied with the Company’s current direction.

The Board now has an opportunity to respond as proper fiduciaries should. We stand ready to engage privately and constructively with the Company to identify and agree on beneficial solutions to address the many concerns noted in this letter for the benefit of all SkyAI stockholders.

Given the clear message conveyed at the 2026 Annual Meeting, we – and, we expect, other stockholders – will be watching the Company very closely. Absent timely and meaningful responses or engagement, we are prepared to pursue all available legal remedies to protect our investment and stockholders’ rights. We will seek to hold the Board accountable should it continue to disregard stockholder concerns or take actions detrimental to stockholder rights. As such, we reserve all rights and waive none.

The Board should therefore treat this stockholder message seriously and engage constructively rather than force stockholders to seek legal relief.

Sincerely,

Bastion Trading Limited

About Bastion Trading

Bastion Trading is a proprietary trading firm founded by experienced investment professionals. The firm invests its own capital across global financial markets, leveraging deep market expertise, quantitative strategies and proprietary technology to identify opportunities and manage risk.

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1 The Company’s Current Report on Form 8-K, filed with the SEC on September 24, 2026.
2 Id.
3 Id.
4 The Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2026.
5 The Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2026.
6 Id.
7 The Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2026.
8 The Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2026.
9 Peer public filings as of September 25, 2026.
10 The Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2026.
11 The Company’s Proxy Statement on DEF 14A, filed with the SEC on August 18, 2026.
12 The Company’s Current Report on Form 8-K, filed with the SEC on September 24, 2026.
13 ISS report dated August 28, 2026.

Contacts
Olshan Frome Wolosky LLP
Andrew Freedman / Rebecca Van Derlaske
AFreedman@olshanlaw.com/ RVanDerlaske@olshanlaw.com

Quinn Emanuel Urquhart & Sullivan, LLP
Jianjian Ye
jianjianye@quinnemanuel.com 


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Bastion Trading Limited