Grand Slam Track™ (GST) - Chapter 11 Plan Terms

GST's Chapter 11 plan advances a restructuring facilitated by a new value contribution, whereby critical athletes and vendors accepting the plan receive approximately 85% cash recoveries while the prepetition secured lender's claim is reinstated at a substantially reduced amount tied to exit financing, with dissenting or opt-out creditors channeled into a general unsecured claim fund for pro rata distributions.

Plan Terms

Overview

GST, Inc. (the "Debtor") filed for Chapter 11 bankruptcy on December 11, 2025.
On March 13, 2026, the Court entered an order conditionally approving the Combined Disclosure Statement and Chapter 11 Plan of Reorganization on a conditional basis.
The Debtor proposes a plan of reorganization that provides for the continuation of the Debtor's operations through the Reorganized Debtor via a transaction whereby a Plan Sponsor (an entity to be formed and owned and controlled at least in part by Michael Johnson or his designee) will make a New Value Contribution to the Debtor's estate.
The New Value Contribution (together with the Debtor's cash on hand) will be sufficient to: (i) pay or otherwise satisfy in full the DIP Loans and DIP Obligations, Allowed Administrative Claims (including Allowed Professional Fees), Allowed Priority Non-Tax Claims, Allowed Priority Tax Claims, and Allowed Secured Claims (to the extent such amount is not waived, or lesser treatment is agreed to, by the claimant); (ii) fund $6,000,000 for distribution to holders of Allowed Critical Athlete Claims (approximately 85% recovery); (iii) fund $82,000 for distribution to holders of Allowed Critical Vendor Claims (approximately 85% recovery); (iv) fund $200,000 for pro rata distribution to holders of Allowed General Unsecured Claims; and (v) fund a reserve for the Plan Administrator and the Plan Administrator's professionals to administer the Plan.
In exchange for the New Value Contribution, the Plan Sponsor will receive 100% of the new equity interests in the Reorganized Debtor, and all existing equity interests in the Debtor will be cancelled.
Winners Alliance will provide all or part of the exit financing for the Plan Sponsor, and the Plan Sponsor shall deposit the New Value Contribution into a segregated account designated by the Debtor at least five days prior to the Confirmation Hearing.
Additional capital contributions to the Reorganized Debtor will be made by the Plan Sponsor to provide the Reorganized Debtor with adequate funding for the Reorganized Debtor's business.
The Combined Hearing for final approval of the disclosure statement and confirmation of the Plan is scheduled for April 16, 2026 at 9:30 a.m. (Eastern Time).

DIP Financing

On December 21, 2025, the Debtor filed a motion to approve debtor in possession financing and for authorization to use cash collateral.
Following an interim hearing on December 23, 2025, the Court entered an Interim DIP Order authorizing the Debtor to obtain Interim New Money DIP Loans in the aggregate principal amount of up to $1,100,000 (of which the Debtor has borrowed $1,000,000) and, upon each advance, a corresponding "roll up" of Prepetition Secured Obligations.
As of the date of filing of the Plan, the total amount of Interim DIP Loans outstanding is $2,000,000.
At a final hearing on February 4, 2026, the Court approved, on a final basis, a new money term loan facility in the aggregate principal amount not to exceed $1,350,000 and a corresponding "roll-up" of up to $1,325,000 of the Prepetition Secured Obligations.
On the Effective Date, the DIP Obligations shall be satisfied in full, at the option of the Debtor, either by: (i) indefeasible payment in full in cash of the outstanding amount due under the DIP Credit Agreement to the DIP Lender; or (ii) such other terms as may be mutually agreed among the Debtor, DIP Lender, and Plan Sponsor that would not result in any lesser recovery to the Debtor's other creditors than if the DIP Lender were paid in full in cash on the Effective Date.

Reorganized Debtor's Business Plan

The Reorganized Debtor intends to re-launch the "Grand Slam Track" concept under a new, updated business model where professional track athletes can compete in a defined series of competitions.
The league will build on prior strengths of the concept, including advance commitments from participating athletes, more predictable scheduling, and clearer presentation to broadcasters, sponsors, and audiences, operating alongside existing international and domestic track competitions.
Upon the Effective Date, the Reorganized Debtor will obtain funding from Winners Alliance to ensure sufficient funds to conduct a comprehensive effort to attract investments to implement the go-forward business plan; such funding is expected to support basic operations and fundraising efforts through at least December 31, 2026, at an estimated cost of approximately $1.4 million.
The Reorganized Debtor's long‑term plan is to raise sufficient funds to host at least one event in 2027; if it cannot do so and implement its longer‑term business plan, the Reorganized Debtor will wind down its business affairs and discontinue operations.
The Reorganized Debtor's long‑term viability will not impact recoveries to creditors under the Plan, as the New Value Contribution will be available for distributions in accordance with the Plan regardless of future business performance.
The league does not require regulatory approval or sanctioning from a governing body, but intends to conduct its events in accordance with, among other rules and regulations, the World Athletics Technical Rules, the World Anti-Doping Agency, the Athletics Integrity Unit, and World Athletics.
The Reorganized Debtor's initial management will remain the same and will consist of Michael Johnson as Chief Executive Officer and Stephen Gera as President.

Voting Classes and Entitlement

Holders of Claims in Classes 1, 3A, 3B, and 3C (Prepetition Secured Claims, Critical Athlete Claims, Critical Vendor Claims, and General Unsecured Claims, respectively) are the only Classes entitled to vote to accept or reject the Plan.
The Voting Record Date is March 9, 2026, and the Voting Deadline is April 9, 2026 at 4:00 p.m. (Eastern Time).
Claims in Class 2 (Priority Non-Tax Claims) are unimpaired and, pursuant to section 1126(f) of the Bankruptcy Code, are conclusively presumed to accept the Plan and are not entitled to vote.
Interests in Class 4 (Interests) are impaired and are not entitled to receive or retain any property on account of such Interests under the Plan; pursuant to section 1126(g) of the Bankruptcy Code, holders of such Interests are deemed to reject the Plan and are not entitled to vote.

Treatment of Claims

Class 1 (Prepetition Secured Claims):
- The holder of the Prepetition Secured Claim has agreed to waive any right under the Plan to recovery of Cash from (i) the Debtor (other than any proceeds from causes of action upon which it has a lien) or (ii) the New Value Contribution.
- To the extent of any unpaid portion of the Prepetition Secured Claim, the Prepetition Lender shall receive reinstatement of such Allowed Prepetition Secured Claim in a substantially reduced amount to be determined in connection with the exit financing, or such less favorable treatment as the Prepetition Lender agrees, on the Effective Date or as soon thereafter as is practicable.
- Class 1 is impaired under the Plan, and the Prepetition Lender is entitled to vote to accept or reject the Plan.
Class 2 (Priority Non-Tax Claims):
- Each holder of an Allowed Priority Non-Tax Claim shall receive payment in full in cash of the Allowed amount of such Claim on the Effective Date, or as soon as reasonably practicable, or such other treatment rendering such Claim unimpaired.
- Class 2 is unimpaired under the Plan; holders are conclusively presumed to accept the Plan and are not entitled to vote.
Class 3A (Critical Athlete Claims):
- Each holder of an Allowed Critical Athlete Claim shall receive either:
  - If such holder submits an Accepting Ballot (or submits no Ballot but Class 3A accepts the Plan), a payment in Cash equal to approximately 85% of such holder's Allowed Critical Athlete Claim from the New Value Contribution, to be made on or as soon as practicable after the Effective Date; or
  - If such holder submits a Ballot but does not submit an Accepting Ballot or submits an Accepting Ballot but opts to be treated as a Class 3C General Unsecured Claim, such holder shall be treated as a Class 3C creditor and receive its Pro Rata distribution of the Allowed General Unsecured Claim Fund, and the amount that such holder would have received under Class 3A will instead be contributed to the Allowed General Unsecured Claim Fund for Class 3C.
- In the event Class 3A (as a Class) votes to reject the Plan, no Distribution under the Plan will be made to holders of Class 3A Claims.
- Class 3A is impaired under the Plan; holders are entitled to vote to accept or reject the Plan.
Class 3B (Critical Vendor Claims):
- Each holder of an Allowed Critical Vendor Claim shall receive either:
  - If such holder submits an Accepting Ballot (or submits no Ballot but Class 3B accepts the Plan), a payment in Cash equal to approximately 85% of such holder's Allowed Critical Vendor Claim from the New Value Contribution, to be made on or as soon as practicable after the Effective Date; or
  - If such holder submits a Ballot but does not submit an Accepting Ballot or submits an Accepting Ballot but opts to be treated as a Class 3C General Unsecured Claim, such holder shall be treated as a Class 3C creditor and receive its Pro Rata distribution of the Allowed General Unsecured Claim Fund, and the amount that such holder would have received under Class 3B will instead be contributed to the Allowed General Unsecured Claim Fund for Class 3C.
- In the event Class 3B (as a Class) votes to reject the Plan, no Distribution under the Plan will be made to holders of Class 3B Claims.
- Class 3B is impaired under the Plan; holders are entitled to vote to accept or reject the Plan.
Class 3C (General Unsecured Claims):
- Each holder of an Allowed General Unsecured Claim shall receive a Pro Rata distribution of the Allowed General Unsecured Claim Fund (equal to at least $200,000).
- In the event Class 3C (as a Class) votes to reject the Plan, no Distribution under the Plan will be made to holders of Class 3C Claims.
- Class 3C is impaired under the Plan; holders are entitled to vote to accept or reject the Plan.
Class 4 (Interests):
- On the Effective Date, all equity security interests in the Debtor shall be cancelled, released, and extinguished, and the holders of equity security interests shall receive no distribution under the Plan.
- Class 4 is impaired under the Plan; holders are conclusively deemed to have rejected the Plan and are not entitled to vote.

Plan Administrator

On the Effective Date, Nicholas Rubin will be appointed as the Plan Administrator to take possession and control of the cash and the New Value Contribution and to implement the terms of the Plan, including objecting to or resolving Claims and making Distributions under the Plan.
The Plan Administrator shall have all of the rights, claims, powers, objections, counterclaims, defenses, setoffs, and actions of the Debtor and its Estate, and may employ and compensate such employees and professionals as the Plan Administrator determines necessary or appropriate without Bankruptcy Court or U.S. Trustee approval.
After the Effective Date, the Plan Administrator will: (i) pay or provide for all expenses of the Estate from the Estate's cash and the New Value Contribution; (ii) establish and maintain reserves for expenses of the Estate, Disputed Claims, and unclaimed distributions; (iii) establish any other reserves or accounts deemed necessary or appropriate; and (iv) make Distributions in accordance with the Plan.
The Estate and the Plan Administrator's role shall terminate upon completion of distributions of cash and the New Value Contribution and entry of a final decree, unless the Court orders otherwise.
No recourse shall be had against the Plan Administrator or its employees, professionals, agents or representatives; all liabilities of the Debtor shall be enforceable only against, and satisfied solely from, the property of the Estate in accordance with the Plan.
The Plan Administrator may, in the reasonable exercise of business judgment, settle or compromise any Claim without Court approval, except that Court approval will be sought to settle or compromise derivative claim(s).

Estate Claims and Causes of Action

In exchange for the New Value Contribution, any Estate Claim, including claims and causes of action under chapter 5 of the Bankruptcy Code, shall be transferred to and revested in the Reorganized Debtor (other than those released under the Plan).
The Reorganized Debtor shall retain and may enforce all rights to commence and pursue any and all Estate Claims and Causes of Action for its own benefit, in its discretion, and expressly reserves all such rights unless expressly waived, released, or settled under the Plan or a Final Order.
The Reorganized Debtor shall have the exclusive right, authority, and discretion to initiate, prosecute, enforce, compromise, settle, or abandon such Estate Claims and Causes of Action without the consent or approval of any third party or further action or approval of the Bankruptcy Court.

Releases

"Released Party" means each of, and in each case in its capacity as such: (a) the Debtor; (b) the Reorganized Debtor; (c) the DIP Lender; (d) the Prepetition Lender; (e) the Plan Sponsor; (f) the Exit Finance Lender; and (g) with respect to each of the foregoing entities, each such entity's current and former Affiliates, predecessors, successors, assigns, subsidiaries, direct and indirect equityholders, interest holders, limited partners, co-investors, directors, officers, managers, members, principals, partners, employees, independent contractors, agents, representatives, board members, financial advisors, consultants, attorneys, accountants, investment bankers, and other professionals.
"Releasing Party" means, in each case in its capacity as such, the Debtor and its Estate.
As of the Effective Date, each Released Party is deemed released by the Releasing Parties from any and all claims, obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever (including derivative claims), whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the Releasing Parties would have been legally entitled to assert, based on or relating to, or in any manner arising from, in whole or in part, the matters described in the Plan (including the Debtor, the Estate, the Debtor's business operations, the Chapter 11 Case, the Plan and related transactions, and any act or omission occurring on or before the Effective Date), provided that any right to enforce the Plan or the Confirmation Order is not released and nothing releases any party from its obligations under the Plan.

Exculpation

"Exculpated Party" means, in each case in its capacity as such: (a) the Debtor; (b) the Debtor's officers and directors as of the Petition Date; (c) the Committee and each member thereof as of the Confirmation Date (solely in such capacity); and (d) any professional retained by order of the Bankruptcy Court to represent the Debtor or the Committee.
The Exculpated Parties shall neither have nor incur, and each Exculpated Party is exculpated from, any liability to any Holder of a cause of action, Claim, or Interest for any act or omission taking place between and including the Petition Date and the Effective Date in connection with, relating to, or arising out of the Chapter 11 Case, the Plan, the Disclosure Statement, and the transactions and documents described therein, except for actions determined by Final Order to have constituted bad faith, willful misconduct, actual fraud, or gross negligence; provided that Exculpated Parties may assert appropriate affirmative defenses, including reliance on the advice of counsel.

Injunction

All entities who have held, hold or may hold Claims or Interests that have been released pursuant to the Plan or are subject to the exculpation are permanently enjoined, from and after the Effective Date, from commencing or continuing any action, enforcing or collecting any judgment, creating or enforcing any lien, asserting setoff or subrogation (subject to limited exceptions), or taking any action inconsistent with the Plan against the Debtor's Assets or property to be distributed under the Plan on account of such Claims or Interests.
This provision does not enjoin setoff or recoupment related to any Claims or Interests arising after the Effective Date.
Unless otherwise provided in the Plan or Confirmation Order, all injunctions or stays in effect in the Chapter 11 Case pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court and extant on the Confirmation Date shall remain in full force and effect until the later of the Effective Date and the date indicated in the applicable order.

Executory Contracts and Unexpired Leases

On the Effective Date, except as otherwise provided, each executory contract or unexpired lease not previously assumed, assumed and assigned, or rejected shall be deemed automatically rejected unless it is the subject of a pending motion to assume, listed on the Assumed Contracts or Leases List, entered into in connection with the Plan, included on any list of contracts or leases designated for assumption and assignment, or is an insurance policy.
Entry of the Confirmation Order shall constitute a final order approving the rejection of executory contracts and unexpired leases rejected pursuant to the Plan and the assumption (and, if applicable, assignment) of those listed on the Assumed Contracts and Leases List.
Claims arising from the rejection of executory contracts or unexpired leases must be filed by the applicable rejection bar date and, if Allowed, shall be classified and treated as General Unsecured Claims under the Plan.

Insurance and Indemnification

All insurance policies are treated as and deemed to be executory contracts under the Plan and are assumed as of the Effective Date; nothing in the Plan alters or impairs the terms of any insurance policy or the rights and obligations thereunder.
On and after the Effective Date, the Estate shall not terminate or reduce coverage under any D&O Liability Insurance Policies with respect to pre‑Effective Date conduct, and all covered directors, managers, officers, members, and trustees shall be entitled to the full benefits of such policies for the full policy term.
Any indemnification, reimbursement, or limitation of liability obligations of the Debtor under its organizational documents for pre‑Effective Date service shall survive Confirmation, subject to being limited solely to available insurance coverage and excluding obligations for fraud, willful misconduct, gross negligence, bad faith, self‑dealing, or breach of the duty of loyalty.

Conditions Precedent to Effective Date

Conditions to the Effective Date include: (i) payment of the New Value Contribution to the Estate by the Plan Sponsor; (ii) entry of the Confirmation Order, in form and substance acceptable to the Debtor and the DIP Lender, which has become a Final Order; (iii) the Debtor obtaining all necessary authorizations, consents, regulatory approvals, rulings, and documents required to implement the Plan; and (iv) the appointment of the Plan Administrator.

Key Deadlines

Solicitation Date: Two business days following entry of the Disclosure Statement Order (or as soon as reasonably practicable thereafter).
Voting Deadline: April 9, 2026 at 4:00 p.m. (Eastern Time).
Plan Objection Deadline: April 9, 2026 at 4:00 p.m. (Eastern Time).
Debtor's objections to Claims for purposes of voting: No later than March 23, 2026.
Rule 3018 Motions to challenge allowance of Claims for voting purposes: No later than April 6, 2026 at 4:00 p.m. (Eastern Time).
Responses to Rule 3018 Motions: No later than April 9, 2026 at 4:00 p.m. (Eastern Time).
Plan Supplement filing: April 2, 2026.
Reply Deadline (for Debtor's brief in support of confirmation and replies to objections): April 14, 2026.
Voting Report filing: Prior to the Combined Hearing, but no later than April 14, 2026.