BLOOMIA HOLDINGS, INC.

Previous wording

As previously reported, the Company’s Board of Directors approved a change in the Company’s fiscal year end from December 31 to June 30 of each calendar year. As a result, the three months ended September 30, 2025 represent the first quarter of fiscal year 2026.

Current wording

As previously reported, the Company’s Board of Directors approved a change in the Company’s fiscal year end from December 31 to June 30 of each calendar year. As a result, the three months ended December 31, 2025 represent the second quarter of fiscal year 2026.

Previous wording

Bloomia was founded in the Netherlands and has grown to become a leader in the fresh cut tulip industry in the U.S. Bloomia nurtured over 75 million tulip stems in 2024. Bloomia operates from three strategically positioned locations in the United States, the Netherlands, and South Africa, and also has a 30% interest in a greenhouse business in Chile.

Current wording

Bloomia was founded in the Netherlands and has grown to become a leader in the fresh cut tulip industry in the U.S. Bloomia nurtured over 90 million tulip stems in the twelve months ended June 30, 2025. Bloomia operates from three strategically positioned locations in the United States, the Netherlands, and South Africa, and also has a 30% interest in a greenhouse business in Chile.

Previous wording

Bloomia operates greenhouses to hydroponically grow tulips at its United States and South Africa locations. The Company has invested in automation in its U.S. greenhouse in recent years that has increased production efficiency. Bloomia has historically sourced tulip bulbs from producers in the Netherlands, Chile, and New Zealand, which provides for year-round supply. Bulbs from the Southern Hemisphere are generally used from August to December, with the Northern Hemisphere bulbs used the remainder of the year.

Current wording

Bloomia operates greenhouses to hydroponically grow tulips at its United States and South Africa locations. The Company has invested in automation in its U.S. greenhouse in recent years that has increased production efficiency. Bloomia has historically sourced tulip bulbs from producers in the Netherlands, Chile, and New Zealand, which provides for year-round supply. Bulbs from the Southern Hemisphere are generally used from August to early December, with the Northern Hemisphere produced bulbs used the remainder of the year.

Previous wording

In the United States, Bloomia has established business relationships with prominent retailers. A small number of mass-market retailers in the U.S. have historically accounted for more than 99% of Bloomia’s total annual sales. Bloomia aims to offer premium tulip stems, the result of sourcing larger bulbs, that have a longer shelf life than imported stems. Growing tulip stems domestically allows for higher margins because the freight costs for importing bulbs by sea have been substantially less than the costs associated with importing stems by air. Additionally, the Company pays less in tariffs importing bulbs versus fully grown stems.

Current wording

In the United States, Bloomia has established business relationships with prominent retailers. A small number of mass-market retailers in the U.S. have historically accounted for more than 85% of Bloomia’s total annual sales. Bloomia has expanded sales across the United States with the majority of sales occurring on the East Coast. Bloomia aims to offer premium tulip stems, the result of sourcing larger bulbs, that have a longer shelf life than imported stems. Growing tulip stems domestically allows for higher margins because the freight costs for importing bulbs by sea have been substantially less than the costs associated with importing stems by air. Additionally, the Company pays less in tariffs importing bulbs versus fully grown stems.

Previous wording

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Current wording

Three and Six Months Ended December 31, 2025 Compared to Three and Six Months Ended December 31, 2024

Previous wording

Revenue, Net. Revenue, net for the three months ended September 30, 2025 and 2024 was $5,153,000 and $6,628,000, respectively. The decrease in revenue is due to strategically growing tulips earlier in the calendar year to meet higher demand near Mother’s Day, resulting in fewer stems to sell this quarter. Additionally, the Company purchased fewer Dutch bulbs in 2024, so there were less stems to grow at the end of the Dutch bulb season, which is typically July and August. Management expects revenue to increase in the remaining quarters of fiscal year 2026 as a result of more bulbs in inventory which the Company will grow into stems to sell, subject to normal growing risks.

Current wording

Revenue, net for the six months ended December 31, 2025 and 2024 was $11,892,000 and $12,820,000, respectively. The decrease in revenue is due to strategically growing tulips earlier in the calendar year to meet higher demand near Mother’s Day, resulting in fewer stems to sell this fiscal year. Additionally, the Company purchased fewer Dutch bulbs in 2024, so there were less stems to grow at the end of the Dutch bulb season, which is typically July and August. These decreases were partially offset by higher prices.

Previous wording

Gross Margin. Gross loss for the three months ended September 30, 2025 was $60,000, or (1.2)% as a percentage of revenue, compared to gross profit of $1,440,000, or 21.7%, for the three months ended September 30, 2024. The Company strategically accelerated the growing of stems to meet spring demand which led to less stems available for sale in the quarter to cover fixed costs such as rent. The decrease in margin is also due to an increase in the average price per bulb, tariffs, and an increase in freight costs, partially offset by a price increase. Management expects gross margin to improve in the remaining quarters of fiscal year 2026 as the Company has more bulbs to grow into stems to sell.

Current wording

Gross margin for the six months ended December 31, 2025 was $424,000, or 3.6% as a percentage of revenue, compared to $858,000, or 6.7%, for the six months ended December 31, 2024. The Company strategically accelerated the growing of stems to meet spring demand, which led to less stems available for sale in the beginning of the year to cover fixed costs such as rent, which reduced margin year over year. This decline was partially offset by the grant received in the period, higher prices in the current year, and unusually high bulb rot in the prior year.

Previous wording

Sales, general and administrative. Sales, general and administrative expenses for the three months ended September 30, 2025 were $2,983,000 compared to $2,791,000 for the three months ended September 30, 2024. The increase was primarily due to the timing of payroll credits reducing general and administrative costs in the prior year and an increase in sales expenses, partially offset by executive transition costs in the prior year.

Current wording

Sales, General and Administrative. Sales, general and administrative expenses for the three months ended December 31, 2025 were $2,773,000 compared to $3,305,000 for the three months ended December 31, 2024. The decrease is due to a purchase accounting adjustment and provision for credit loss in the prior year. Additionally, corporate overhead was higher last year due to timing.

Previous wording

Interest Expense, net. Interest expense for the three months ended September 30, 2025 and 2024 was $822,000 and $800,000, respectively. The increase is due to higher debt levels as the Company accrues interest on the seller note interest and an increased aggregate balance of related party notes outstanding at increased interest rates.

Current wording

Interest Expense, net. Interest expense for the three months ended December 31, 2025 and 2024 was $1,087,000 and $980,000, respectively. Interest expense for the six months ended December 31, 2025 and 2024 was $1,909,000 and $1,780,000, respectively. The increase for both periods is due to higher debt levels as the Company accrues interest on the seller note interest, an increased aggregate balance of related party notes outstanding at increased interest rates, and an increase in the revolving credit facility year over year.

Previous wording

Income Taxes. For the three months ended September 30, 2025 and 2024, the Company recorded income tax benefit of 17.6% and 33.5%, respectively. See Note 9 in the condensed consolidated financial statements.

Current wording

Income Taxes. For the three months ended December 31, 2025 and 2024, the Company’s effective income tax rate was 19.9% and 23.7%, respectively. For the six months ended December 31, 2025 and 2024, the Company’s effective income tax rate was 18.6% and 27.0%, respectively. See Note 9 in the condensed consolidated financial statements.

Previous wording

Income from Discontinued Operations, Net of Tax. For the three months ended September 30, 2024, income from discontinued operations of $66,000 is a result of the reduction in the accrual for sales tax due to the expiration of the statute of limitations. The Company does not expect income or loss from discontinued operations in fiscal year 2026.

Current wording

Income from Discontinued Operations, net of Tax. For the three and six months ended December 31, 2024, income from discontinued operations of $22,000 and $88,000, respectively, is a result of the reduction in the accrual for sales tax due to the expiration of the statute of limitations. The Company does not expect income or loss from discontinued operations in fiscal year 2026.

Previous wording

Net loss attributable to noncontrolling interest. The 18.6% noncontrolling interest in Tulp 24.1’s loss was $511,000 for the three months ended September 30, 2025 compared to a loss of $267,000 for the three months ended September 30, 2024. The increase is primarily due to the higher operating loss.

Current wording

Net Loss Attributable to Noncontrolling Interest. The 18.6% noncontrolling interest in Tulp 24.1’s loss was $388,000 for the three months ended December 31, 2025 compared to a loss of $397,000 for the three months ended December 31, 2024. The 18.6% noncontrolling interest in Tulp 24.1’s loss was $899,000 for the six months ended December 31, 2025 compared to a loss of $664,000 for the six months ended December 31, 2024. The increase in both periods is primarily due to higher operating losses in each period.

Previous wording

This report includes EBITDA which is a “non-GAAP financial measure.” EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization expense.

Current wording

This report includes EBITDA which is a “non-GAAP financial measure.” The Company’s EBITDA is defined as net income from continuing operations before interest expense, provision for income taxes, and depreciation and amortization expense.

Previous wording

The Company has financed its operations with proceeds from sales of its tulips and credit draws. The Company’s liquidity varies during the year. The majority of cash is collected in the first half of the calendar year, and the majority of payments, primarily to purchase tulip bulbs, occur in the second half of the calendar year. At September 30, 2025, the Company’s working capital (defined as current assets less current liabilities) was $11,264,000 compared to $1,098,000 at June 30, 2025. The increase is due to the Company purchasing approximately $11,000,000 Dutch tulip bulbs in the quarter, of which $4,000,000 was financed through long-term notes. This increase is offset by lower accounts receivable due to lower sales due to seasonality.

Current wording

The Company has financed its operations with proceeds from sales of its tulips and credit draws. The Company’s liquidity varies during the year. The majority of cash is collected in the first half of the calendar year, and the majority of payments, primarily to purchase tulip bulbs, occur in the second half of the calendar year. At December 31, 2025, the Company’s working capital (defined as current assets less current liabilities) was $9,613,000 compared to $1,089,000 at June 30, 2025. The increase is due to the Company purchasing approximately $12,100,000 worth of Dutch tulip bulbs since June 30 2025, of which $4,000,000 was financed through long-term notes. These bulbs will be grown into stems to be sold in the next six months. The increase in inventory is offset by lower accounts receivable due to lower sales due to seasonality.

Previous wording

Operating Activities of Continuing Operations. Net cash used in operating activities during the three months ended September 30, 2025 was $9,927,000 compared to cash use of $7,555,000 in the three months ended September 30, 2024. The Company purchases the majority of its bulbs from growers in the Netherlands in September. Bulbs are priced in Euro. The increase in cash used in the period is due to an increase in the Euro price of bulbs purchased and the increase in the Euro to dollar rate.

Current wording

Operating Activities of Continuing Operations. Net cash used in operating activities during the six months ended December 31, 2025 was $11,424,000 compared to cash use of $9,034,000 in the six months ended December 31, 2024. The Company purchases the majority of its bulbs from growers in the Netherlands in the period. Bulbs are priced in Euro. The increase in cash used in the period is due to an increase in the Euro price of bulbs purchased and the increase in the Euro to dollar rate.

Previous wording

Investing Activities of Continuing Operations. Net cash used in investing activities during the three months ended September 30, 2025 was $46,000 compared to cash provided of $117,000 in the three months ended September 30, 2024. Our low level of capital expenditures is a result of our strategic decision to meet our operational needs through equipment leasing rather than outright ownership.

Current wording

Investing Activities of Continuing Operations. Net cash used in investing activities during the six months ended December 31, 2025 was $137,000 compared to cash used of $505,000 in the six months ended December 31, 2024. Capital expenditures were primarily related to software in fiscal year 2026. Our low level of capital expenditures is a result of our strategic decision to meet our operational needs through equipment leasing rather than outright ownership.

Previous wording

Financing Activities. Net cash provided by financing activities during the three months ended September 30, 2025 was $10,885,000. The Company drew $8,575,000 on its revolving line of credit and entered into notes of $4,000,000 primarily to purchase tulip bulbs in the quarter. In the three months ended September 30, 2024, the Company drew $5,056,000 on its revolver and $2,000,000 in notes to fund bulb purchases. The increase reflects the higher average cost per bulb and the higher Euro rate.

Current wording

Financing Activities. Net cash provided by financing activities during the six months ended December 31, 2025 was $11,825,000. The Company drew $10,000,000 on its revolving line of credit and entered into notes of $4,000,000 primarily to purchase tulip bulbs in the six months ended December 31, 2025. Offsetting this increase was $900,000 of term loan payments. In the six months ended December 31, 2024, the Company drew $7,026,000 on its revolver and $3,500,000 in notes to fund bulb purchases. The increase reflects the higher average cost per bulb and the higher Euro rate.

Previous wording

On September 15, 2025, the Company, as parent guarantor, entered into a Second Amendment to the existing Credit Agreement dated February 20, 2024 and previously amended on October 16, 2024. Under the Credit Agreement, as amended (the “Credit Agreement”), among other things, the revolving facility capacity was temporarily increased from $6,000,000 to $10,000,000 and the definition of eligible inventory will continue to include inventory in the Netherlands, in each case until April 30, 2026. Additionally, the senior cash flow leverage ratio covenant levels were further revised. Commencing September 30, 2025, the interest rate for all loans under the facility will be based on a term SOFR rate for an interest period selected by the Company plus an applicable margin, with a range from 3.00% to 4.00% based on the Company’s cash flow leverage ratio. The Credit Agreement also contains other customary affirmative and negative covenants, including covenants that restrict the ability of Tulp 24.1 and its subsidiaries to incur additional indebtedness, dispose of significant assets and make distributions or pay dividends to the Company. The Credit Agreement contains customary events of default, the occurrence of which would permit the lenders to terminate their commitments and accelerate loans under the Amended Credit Agreement, including failure to make payments under the credit facility, failure to comply with covenants in the Amended Credit Agreement and other loan documents, cross default to other material indebtedness of Tulp 24.1 or any of its subsidiaries, failure of Tulp 24.1 or any of its subsidiaries to pay or discharge material judgments, bankruptcy of Tulp 24.1 or any of its subsidiaries, and change of control of the Company. The Company expects to be in compliance with these financial covenants for at least the next twelve months.

Current wording

On September 15, 2025, the Company, as parent guarantor, entered into a Second Amendment to the existing Credit Agreement dated February 20, 2024 and previously amended on October 16, 2024. Under the Credit Agreement, as amended (the “Credit Agreement”), among other things, the revolving facility capacity was temporarily increased from $6,000,000 to $10,000,000 and the definition of eligible inventory will continue to include inventory in the Netherlands, in each case until April 30, 2026. The Company breached the senior cash flow leverage ratio and the fixed charge coverage ratio as of December 31, 2025, and expects to breach as of March 31, 2026. The Company received a waiver from the lender for both covenants for both periods. The Company expects to be in compliance with both covenant ratios of June 30, 2026. Commencing September 30, 2025, the interest rate for all loans under the facility will be based on a term SOFR rate for an interest period selected by the Company plus an applicable margin, with a range from 3.00% to 4.00% based on the Company’s cash flow leverage ratio. The Credit Agreement also contains other customary affirmative and negative covenants, including covenants that restrict the ability of Tulp 24.1 and its subsidiaries to incur additional indebtedness, dispose of significant assets and make distributions or pay dividends to the Company. The Credit Agreement contains customary events of default, the occurrence of which would permit the lenders to terminate their commitments and accelerate loans under the Credit Agreement, including failure to make payments under the credit facility, failure to comply with covenants in the Credit Agreement and other loan documents, cross default to other material indebtedness of Tulp 24.1 or any of its subsidiaries, failure of Tulp 24.1 or any of its subsidiaries to pay or discharge material judgments, bankruptcy of Tulp 24.1 or any of its subsidiaries, and change of control of the Company. Inclusive of the waivers, the Company expects to be in compliance with these financial covenants for at least the next twelve months.

Previous wording

As part of the financing of the acquisition, Tulp 24.1 entered into notes payable with the sellers. Notes payable for $12,750,000 have a term of five years, subject to requiring principal payments based on “excess cash flow” as defined. Interest is at 8% per annum in the first year and increases annually by 2 percentage points.

Current wording

As part of the financing of the acquisition of Bloomia, Tulp 24.1 entered into notes payable with the sellers. Notes payable for $12,750,000 have a term of five years, subject to requiring principal payments based on “excess cash flow” as defined. Interest is at 8% per annum in the first year and increases annually by 2 percentage points.

Previous wording

On August 15, 2024, and as amended on September 27, 2024 and January 15, 2025, the Company entered into an unsecured Delayed Draw Term Note (the “2024 Note”) with Air T pursuant to which Air T has agreed to advance from time to time until August 15, 2026, but not on a revolving basis, up to $3,750,000 to fund the Company’s operations. The 2024 Note remains scheduled to mature, and all principal and accrued but unpaid interest will become due on August 15, 2029, subject to Air T’s right to demand payment on or after February 15, 2026. Amounts outstanding under the 2024 Note bear interest at a fixed rate of 8.0%, which may be increased by 3.0% upon certain events of default, and is accrued and deferred until maturity. As of September 30, 2025, the balance due under this note was $2,150,000.

Current wording

On August 15, 2024, and as amended on September 27, 2024 and January 15, 2025, the Company entered into an unsecured Delayed Draw Term Note (the “2024 Note”) with Air T pursuant to which Air T has agreed to advance from time to time until August 15, 2026, but not on a revolving basis, up to $3,750,000 to fund the Company’s operations. The 2024 Note remains scheduled to mature, and all principal and accrued but unpaid interest will become due, on August 15, 2029, subject to Air T’s right to demand payment on or after February 15, 2026. Amounts outstanding under the 2024 Note bear interest at a fixed rate of 8.0%, which may be increased by 3.0% upon certain events of default, and is accrued and deferred until maturity. As of December 31, 2025, the balance including interest on the 2024 Note was $2,451,000. In January 2026, the 2024 Note was amended to allow for borrowing on a revolving basis. Pursuant to the amendment the Company borrowed $200,000 in January 2026 from Air T.

Previous wording

On September 15, 2025, the Company entered into unsecured Promissory Notes (collectively, the “2025 Notes”) with Air T, AO Partners I, L.P. (“AO Partners Fund”), and Gary S. Kohler (“Kohler,” and, together with Air T and AO Partners Fund, the “Note Lenders”), pursuant to which the Lenders have agreed to lend to the Company a total of $4,000,000, in the amounts of $1,100,156, $1,699,844, and $1,200,000, respectively. Proceeds from the notes are expected to be used to fund operation of the Bloomia business. Amounts outstanding under the 2025 Notes bear interest at a fixed rate of 13.5% per year. The 2025 Notes are scheduled to mature and all principal and accrued but unpaid interest will become due on June 1, 2027. The 2025 Notes restrict the Company’s ability to obtain additional indebtedness, either directly or through its subsidiaries, other than existing indebtedness and usual and customary indebtedness incurred in the operation of the Company’s business, which restriction may be waived by the Lenders holding a majority interest in the 2025 Notes.

Current wording

On September 15, 2025, the Company entered into unsecured Promissory Notes (collectively, the “2025 Notes”) with Air T, AO Partners I, L.P. (“AO Partners Fund”), and Gary S. Kohler (“Kohler,” and, together with Air T and AO Partners Fund, the “Note Lenders”), pursuant to which the Lenders have agreed to lend to the Company a total of $4,000,000, in the amounts of $1,100,156, $1,699,844, and $1,200,000, respectively. Proceeds from the notes are expected to be used to fund operation of the Bloomia business. Amounts outstanding under the 2025 Notes bear interest at a fixed rate of 13.5% per year. The 2025 Notes are scheduled to mature and all principal and accrued but unpaid interest will become due on June 1, 2027. The 2025 Notes restrict the Company’s ability to obtain additional indebtedness, either directly or through its subsidiaries, other than existing indebtedness and usual and customary indebtedness incurred in the operation of the Company’s business, which restriction may be waived by the Lenders holding a majority interest in the 2025 Notes. As of December 31, 2025, the balance including interests on the 2025 Notes was $4,161,000.

Previous wording

Kohler is the Chief Investment Officer and Portfolio Manager of BCCM Advisors, LLC, which, according to a Schedule 13G filed with the SEC on October 15, 2025, beneficially owned approximately 8.9% of our outstanding Common Stock as of September 23, 2025. Air T beneficially owns greater than 10% of our outstanding Common Stock and is a member of a group of stockholders that collectively owns approximately 40% of our outstanding common stock. Additionally, our current director and Co-Chief Executive Officer, Mark R. Jundt, serves as General Counsel and Corporate Secretary of Air T, current director and Co-Chief Executive Officer, Daniel C. Philp, serves as Senior Vice President of Corporate development at Air T, and current director Nicholas J. Swenson serves as President and Chief Executive Officer of Air T and is himself a member of the stockholder group. The entry into the 2024 Note and 2025 Notes were approved in advance by the Audit Committee of our Board of Directors in accordance with our Related Person Transaction Approval Policy and by a vote of solely independent directors who have no relationship with Air T.

Current wording

Kohler is the Chief Investment Officer and Portfolio Manager of BCCM Advisors, LLC, which, according to a Schedule 13G filed with the SEC on October 15, 2025, beneficially owned approximately 8.9% of our outstanding Common Stock as of September 23, 2025. Air T beneficially owns greater than 10% of our outstanding Common Stock and is a member of a group of stockholders that collectively owns approximately 40% of our outstanding common stock. Additionally, our current director and Co-Chief Executive Officer, Mark R. Jundt, serves as General Counsel and Corporate Secretary of Air T, our current director and Co-Chief Executive Officer, Daniel C. Philp, serves as Senior Vice President of Corporate development at Air T, and our current director Nicholas J. Swenson serves as President and Chief Executive Officer of Air T and is himself a member of the stockholder group. The entry into the 2024 Note and 2025 Notes were approved in advance by the Audit Committee of our Board of Directors in accordance with our Related Person Transaction Approval Policy and by a vote of solely independent directors who have no relationship with Air T.

Previous wording

Factors that could cause our estimates and assumptions as to future performance, and our actual results, to differ materially include the following: (1) our ability to compete, (2) concentration of revenue among a small number of customers, (3) dependency on Dutch tulip bulbs, (4) changes in interest rates, (5) ability to comply with the requirements of the Credit Agreement and operate within its restrictions, (6) economic and market conditions that may restrict or delay appropriate or desirable opportunities, (7) our ability to develop and maintain necessary processes and controls relating to our businesses (8) reliance on one or a small number of employees, (9) our ability to generate enough cash or secure enough capital to execute our business plans, (10) our ability to obtain seasonal workers, (11) other economic, international, business, market, financial, competitive and/or regulatory factors affecting the Company’s businesses generally; (12) exchange rate fluctuations; (13) tariffs; and (14) the availability of additional capital on desirable terms, if at all. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including those set forth in this report and additional risks, if any, identified in our Transition Report on Form 10-KT, this and subsequent Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K filed with the SEC. Such forward-looking statements should be read in conjunction with the Company’s filings with the SEC. The Company assumes no responsibility to update the forward- looking statements contained in this report or the reasons why actual results would differ from those anticipated in any such forward-looking statement, other than as required by law.

Current wording

Factors that could cause our estimates and assumptions as to future performance, and our actual results, to differ materially include the following: (1) our ability to complete the Rights Offering, (2) our ability to compete, (3) concentration of revenue among a small number of customers, (4) dependency on Dutch tulip bulbs, (5) changes in interest rates, (6) ability to comply with the requirements of the Credit Agreement and operate within its restrictions, (7) economic and market conditions that may restrict or delay appropriate or desirable opportunities, (8) our ability to develop and maintain necessary processes and controls relating to our businesses, (9) reliance on one or a small number of employees, (10) our ability to generate enough cash or secure enough capital to execute our business plans, (11) our ability to obtain seasonal workers, (12) other economic, international, business, market, financial, competitive and/or regulatory factors affecting the Company’s businesses generally, (13) exchange rate fluctuations, (14) tariffs, and (15) the availability of additional capital on desirable terms, if at all. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including those set forth in this report and additional risks, if any, identified in our Transition Report on Form 10-KT, this and subsequent Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K filed with the SEC. Such forward-looking statements should be read in conjunction with the Company’s filings with the SEC. The Company assumes no responsibility to update the forward- looking statements contained in this report or the reasons why actual results would differ from those anticipated in any such forward-looking statement, other than as required by law.