Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On November 25, 2024, GlassBridge Enterprises, Inc. (the "Company") entered into the First Amendment to 382 Rights Agreement, dated as of December 1, 2021 (the "Rights Agreement"), between the Company and Equiniti Trust Company, LLC, as rights agent (the "First Amendment"). The First Amendment, which was unanimously approved by the Company's board of directors, makes the following changes:

"Acquiring Person" shall mean any Person (1) who or which, together with all Affiliates and Associates of such Person, is or becomes the Beneficial Owner of 4.90% or more of the Outstanding Shares, regardless whether such Person continues to be the Beneficial Owner of 4.90% or more of the Outstanding Shares or (2) whose acquisition of Outstanding Shares causes an increase in the ownership of Outstanding Shares, as determined for purposes of Section 382 of the Code, by one or more "5-percent shareholders" (within the meaning of Section 382(k)(7) of the Code) that the Board determines, in its sole and absolute discretion, could have a material adverse impact on the ability of the Company to utilize the Tax Benefits; provided, however, that an "Acquiring Person" shall not include an Exempt Person. Notwithstanding the foregoing: (A) no Person shall become an "Acquiring Person" solely as a result of (w) a reduction in the number of Outstanding Shares due to the repurchase of shares of Common Stock by the Company for cash or any other consideration, (x) a dividend or distribution paid or made by the Company on the outstanding shares of Common Stock or pursuant to a split or subdivision of the outstanding shares of Common Stock, (y) the exercise of any options, warrants, rights or similar interests (or the issuance of shares of restricted stock) granted by the Company to its directors, officers and employees and/or (z) an Exempt Transaction; and (B) if the Board determines in good faith that a Person who would otherwise be an "Acquiring Person" has become such inadvertently, and such Person divests as promptly as practicable (as determined by the Board) or enters into a written agreement with the Company to divest a sufficient number of shares of Common Stock, in the manner determined by the Board in its sole discretion, so that such Person would no longer be an "Acquiring Person", then such Person shall not be deemed to be or have become an "Acquiring Person" at any time for any purposes of this Agreement.

"Exempt Person" shall mean the Company or any Subsidiary of the Company, any person to the extent so designated by the Board and any employee benefit plan of the Company, or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is filed as Exhibit 4.2 hereto and incorporated herein by reference, and the Rights Agreement, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.