Cycurion removes Ginsberg from committees, appoints Penn to board

Cycurion, Inc. (NASDAQ: CYCU) disclosed on October 20, 2026, that Peter R. Ginsberg stepped down from the company's Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. The Board of Directors determined that Ginsberg no longer met independence requirements due to his role as outside counsel for Cycurion and payments made to his law firm during 2026. The company attributed the lapse to an administrative oversight regarding the application of independence rules. Ginsberg will continue to serve as a member of the Board of Directors.

To fill the resulting vacancy, the Board appointed J. Derek Penn effective immediately upon the recommendation of the Nominating and Corporate Governance Committee. Penn will serve until his successor is elected or until his earlier resignation, death, or removal. The Board determined that Penn qualifies as an independent director under Nasdaq Listing Rule 5605(a)(2). He also satisfies the independence requirements for service on the Nominating and Corporate Governance Committee under Nasdaq Listing Rule 5605(e), the Compensation Committee under Nasdaq Listing Rule 5605(d)(2), and the Audit Committee under Nasdaq Listing Rule 5605(c)(2) and Rule 10A-3 of the Securities Exchange Act of 1934.

Penn has served as an independent trustee of the Charles Schwab Mutual Fund and ETF Board of Trustees since June 2021. He is also a director of the Youngstown-Warren Regional Chamber of Commerce and Provable Recursion BV, a New York City-based fintech company. His previous roles include Managing Director and Head of Equity Sales and Trading at BNY Mellon / Pershing Capital Markets, Senior Vice President and Head of Equity Trading at Fidelity Investments, and Head of International Equity Trading at Lehman Brothers. He also held positions at Merrill Lynch and Morgan Stanley and served for two years as an alumni representative on Duke University’s Advisory Committee on Investment Responsibility. Penn holds an M.B.A. from Duke University’s Fuqua School of Business.

Cycurion stated it is implementing enhanced procedures for director independence reviews and related-party transaction monitoring. The company’s securities include common stock with a par value of $0.0001 per share (CYCU) and redeemable warrants exercisable for one share of common stock at an exercise price of $345.00 per share (CYCUW), both registered on The NASDAQ Stock Market LLC. The Form 8-K was signed by L. Kevin Kelly, Chief Executive Officer, on October 26, 2026.