On March 25, 2026, TOP Financial Group Limited, a Cayman Islands exempted company (the "Company"), entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain non-U.S. investors (each a "Purchaser") relating to the issuance and sale of 214,431,222 units ("Units") of the Company, with each Unit consisting of (i) one Class A ordinary share of the Company, par value US$0.001 per share (the "Shares"), and (ii) two warrants, each to purchase one Class A ordinary share of the Company (the "Warrants"), at a price per Unit of US$0.37308 (representing 60% of the closing price of the Company's Class A ordinary shares on The Nasdaq Stock Market on the trading day immediately preceding the Securities Purchase Agreement (the "Offering").

Each Warrant entitles the holder thereof to purchase one Class A ordinary share at an exercise price per share equal to US$0.4477 (representing 120% of the per Unit purchase price), subject to adjustment upon share splits and share combination. The Warrants are exercisable immediately upon issuance and will expire on the third (3rd) anniversary of the date of issuance. The Warrants may be exercised on a cashless basis. The Class A ordinary shares issuable upon exercise of the Warrants are subject to a lock-up period of six (6) months from the date of exercise.