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LM FUNDING AMERICA, INC.

For the period ended Mar 31, 2026. Filed May 15, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 15, 2026

PWCM$0.53+13.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-14.

0001193125-25-282844

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001193125-26-225433

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 195 previous paragraphs and 154 current paragraphs.

93 unchanged; 38 reworded; 20 added; 58 removed; 6 previous and 3 current paragraphs rearranged.

Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (20)

Current report

The Company utilizes a third-party broker to facilitate our participation in demand response programs at our Oklahoma site. The sale of power under these programs was approximately $0.4 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively.

Current report

The mining machines are installed at the following locations:

Current report

•11 MW hosting site located in Columbus, Mississippi (the “Columbus site”) with approximately 2,370 installed Antminer machines which have a total projected hashrate of 235 PH.

Current report

The Company incurred a $3.2 million and nil loss on the fair value of the digital assets receivable Bitcoin assets in custody for the Company’s loan facility with Galaxy Digital LLC for the three months ended March 31, 2026 and 2025, respectively.

Current report

During the three months ended March 31, 2026, net loss was $10.1 million as compared to net loss of $5.4 million for the three months ended March 31, 2025.

Current report

During the three months ended March 31, 2026, net loss attributable to LM Funding America, Inc. was $10.1 million as compared to net loss of $5.4 million for the three months ended March 31, 2025.

Current report

Net cash used in financing activities was $0.2 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively.

Current report

On March 27, 2026, the Company entered into an at the market offering agreement (the “Sales Agreement”) with Maxim Group LLC (the “Agent”), pursuant to which the Company may, from time to time, at the Company's discretion, offer and sell shares of the Company’s common stock, having an aggregate offering price of up to $75,000,000 (the “Shares”), through the Agent, acting as sales agent. The ATM program will remain in effect until the Sales Agreement is terminated by either the Company or Agent, with the Company having the right to terminate the agreement at any time upon 10 days’ notice and the Agent having the right to terminate at any time. As of March 31, 2026, an aggregate gross sales limit of $75,000,000 remains available for issuance under the ATM program. Approximately $120 thousand of legal and professional fees incurred related to the establishment of the ATM program as of March 31, 2026 were deferred and recorded within “Prepaid expenses and other assets” on the Consolidated Balance Sheets and will be amortized ratably as stock is issued under the program.

Current report

On October 29, 2025, the Company entered into a Master Digital Currency Loan Agreement (the “Loan Agreement”) with Galaxy. On October 30, 2025, the Company made a draw under the Galaxy Loan Facility and borrowed a principal sum of $11 million (the “October 2025 Loan”). In connection with the October 2025 Loan, the Company granted to Galaxy a security interest in 145 Bitcoin owned by the Company as collateral. This security interest was subsequently increased to 174 Bitcoin in the three months ended March 31, 2026.

Current report

The settlement amount of the loans borrowed under the Loan Agreement are adjusted based on the Bitcoin price relative to a contractual floor and ceiling market price of Bitcoin (“Collar Feature”), and is cash settled.

Current report

On January 28, 2026, the Company extended the Loan Agreement and modified the contractual floor and ceiling market prices of the Collar Feature. The realized loss on the settlement of the derivative liability related to the modification of the Collar Feature was $48 thousand and was recorded within “Gain on Galaxy loan derivative” on the consolidated statements of operations for the three months ended March 31, 2026.

Current report

On February 27, 2026, the Company extended the Loan Agreement and modified the contractual floor and ceiling market prices of the Collar Feature. The realized gain on the settlement of the derivative liability related to the modification of the Collar Feature was $67 thousand.

Current report

On April 6, 2026, the Company extended the Galaxy Loan Facility from April 24, 2026 through June 26, 2026.

Current report

The Collar Feature is an embedded derivative requiring bifurcation under ASC 815-15. The fair value of the Collar Feature is calculated using a Black Scholes calculation using Level 3 inputs as of the loan inception date. Significant inputs for the fair value of the Collar Feature for the January and February modifications include the volatility of Bitcoin observed for a similar term as the remaining term of the loan of 32.4%-55.4% and short term treasury interest rates of 3.5%. The derivatives are classified as a debt discount and amortized over the life of the contract.

Current report

The derivative liability of $214 thousand and derivative asset of $48 thousand was classified as “Galaxy loan derivative” on the consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively.
Removed paragraphs (58)

Previous report

The number of Bitcoin received by the Company as a result of its mining operations was reduced by approximately 50% effective April 19, 2024 when the Bitcoin algorithm halved the rewards from 6.25 per block to 3.125 per block.

Previous report

On September 16, 2025, the Company, through its wholly-owned subsidiary US Digital Mining Mississippi LLC, a Mississippi limited liability company (the “Acquirer”) completed an acquisition from Greenidge Mississippi LLC, a Mississippi limited liability company (“Seller”) of the approximate 6.4 acre parcel of real property located at 249 Datco Industrial Road, Columbus, Mississippi 39707 (the “Mississippi Property”), including substantially all of the business assets of the Seller, excluding any Bitcoin miners (the “Transaction”). The total consideration paid by the Acquirer to Seller in the Transaction was approximately $3.9 million.

Previous report

In connection with the completion of the Transaction, on September 16, 2025, the Company, through the Acquirer, entered into and closed the acquisition (the “Miner Acquisition”) contemplated by that certain Bitcoin Miner Purchase and Sale Agreement (the “Miner Purchase Agreement”) with Greenidge Generation LLC, a New York limited liability company and affiliate of the Seller (the “Miner Seller”), pursuant to which the Acquirer purchased and acquired from the Miner Seller approximately 2,330 Bitmain Antminer S19, S19 Pro and S19 J Pro Bitcoin miners (collectively, the “Miners”) of the Miner Seller for an aggregate purchase price of approximately $362 thousand, less approximately $32 thousand in sales taxes and fees paid by the seller . The closing of the transactions contemplated by the Miner Purchase Agreement was completed on September 16, 2025, contemporaneously with the consummation of the Transaction.

Previous report

We acquired the Mississippi mining site on September 16, 2025 which is able to use 11 MW of power. As of September 30, 2025, we have approximately 2,330 installed mining machines at this location which have a total projected hashrate of 228 PH. We have another approximately 490 mining machines in storage at the Mississippi site.

Previous report

Professional fees for three months ended September 30, 2025 decreased by $0.2 million to $0.4 million from $0.6 million for the three months ended September 30, 2024 primarily due to reduced offering and other legal costs.

Previous report

The Company recognized an unrealized gain on securities $16 thousand for the three months ended September 30, 2025 as compared to an unrealized loss of $347 thousand for the three months ended September 30, 2024 from the revaluation of Seastar Medical's common stock and private placement warrants.

Previous report

During the three months ended September 30, 2025, net loss was $3.7 million as compared to net loss of $4.4 million for the three months ended September 30, 2024.

Previous report

During the three months ended September 30, 2025, net income attributable to LM Funding America, Inc. was $3.7 million as compared to net loss of $4.3 million for the three months ended September 30, 2024.

Previous report

During three months ended September 30, 2025 and September 30, 2024, net loss attributable to common shareholders was increased by $0.3 million and $1.7 million, respectively compared to net loss attributable to LM Funding America, Inc. due to deemed dividends related to warrant repricing. During the three months ended September 30, 2025, net loss attributable to common shareholders was $4.1 million as compared to $6.0 million for the three months ended September 30, 2024.

Previous report

The Nine Months Ended September 30, 2025 compared with the Nine Months Ended September 30, 2024

Previous report

During the nine months ended September 30, 2025, total revenues decreased by $2.5 million, to $6.5 million from $9.0 million for the nine months ended September 30, 2024.

Previous report

Digital mining revenue decreased in the nine months ended September 30, 2025 by $2.5 million to $6.1 million from $8.6 million for the nine months ended September 30, 2024.

Previous report

During the nine months ended September 30, 2025, operating expenses decreased $1.6 million to $14.7 million from $16.3 million for the nine months ended September 30, 2024. The decrease in operating expenses is primarily due to the following factors:

Previous report

The fair market adjustment on mined digital assets resulted in a gain of $3.0 million for the nine months ended September 30, 2025 compared to a gain of $3.1 million for the nine months ended September 30, 2024.

Previous report

Bitcoin mining costs decreased by $1.7 million to $4.0 million for the nine months ended September 30, 2025 from $5.7 million for the nine months ended September 30, 2024 primarily due to the lower overall operating costs at our Oklahoma and Mississippi sites as compared to third party hosting sites, and the idling of some mining machines during 2025. Mining costs as a percentage of digital mining revenue decreased to 65.9% from 66.6% primarily due to the lower costs to mine and the relative number of Bitcoin mined as compared to the prior year and the idling of mining machines.

Previous report

Compensation from curtailment and energy sales was $0.5 million for the nine months ended September 30, 2025 compared to nil for the nine months ended September 30, 2024.

Previous report

Professional fees for nine months ended September 30, 2025 decreased by $0.5 million to $1.1 million from $1.6 million for the nine months ended September 30, 2024 primarily due to reduced offering and legal costs.

Previous report

Depreciation and amortization for nine months ended September 30, 2025 increased by $0.2 million to $6.0 million from $5.8 million for the nine months ended September 30, 2024 primarily due to intangible asset amortization related to our Oklahoma and Mississippi sites.

Previous report

Selling, general and administrative costs increased by $0.5 million to $1.1 million for the nine months ended September 30, 2025 from $0.6 million for the nine months ended September 30, 2024 due to costs associated with the Oklahoma and Mississippi sites.

Previous report

During the nine months ended September 30, 2024 the Company incurred a $1.2 million impairment on mining equipment related to machines disposed in April 2024. There was no impairment loss for the nine months ended September 30, 2025.

Previous report

Loss on disposal of mining equipment was $286 thousand and $55 thousand for the nine months ended September 30, 2025 and 2024, respectively.

Previous report

The Company recognized an unrealized loss on securities $140 thousand for the nine months ended September 30, 2025 as compared to an unrealized loss of $853 thousand for the nine months ended September 30, 2024 from the revaluation of Seastar Medical's common stock and private placement warrants.

Previous report

The Company recognized $684 thousand of interest expense for the nine months ended September 30, 2025 as compared to $232 thousand for the nine months ended September 30, 2024 due to an increase in secured borrowings.

Showing the first 40 of 58 passages. Open the source sections for the rest.

Reworded paragraphs (38)

Previous wording

This Management’s Discussion and Analysis should be read in conjunction with the Unaudited Consolidated Financial Statements and Notes for the three and nine months ended September 30, 2025, and with the Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

This Management’s Discussion and Analysis should be read in conjunction with the Unaudited Consolidated Financial Statements and Notes for the three months ended March 31, 2026, and with the Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

our Bitcoin treasury strategy has not been tested over an extended period of tome or under different market conditions,

Current wording

our Bitcoin treasury strategy has not been tested over an extended period of time or under different market conditions,

Previous wording

The Company currently maintains three distinct business operations: our Bitcoin treasury operations, our Bitcoin mining business, and our specialty finance business.

Current wording

LM Funding America, Inc. (“we”, “our”, “LMFA”, or the “Company”) currently maintains three distinct business operations: our Bitcoin treasury operations, Bitcoin mining business and our specialty finance business.

Previous wording

During August 2025, we raised approximately $21.3 million in net proceeds from capital raises and we purchased 164 Bitcoins in August 2025 with substantially all of the proceeds from such offering, with the remainder used for working capital purposes. Our cryptocurrency treasury strategy for the next twelve months includes acquiring and holding Bitcoin using cash flows from operations that exceed working capital requirements, and from time to time, subject to market conditions, issuing equity or debt securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase Bitcoin. We have not set any specific target for the amount of Bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional Bitcoin purchases. This overall strategy also contemplates that we may periodically sell Bitcoin for general corporate purposes or in connection with strategies that generate tax benefits in accordance with applicable law, enter into additional capital raising transactions, including those that could be collateralized by our Bitcoin holdings, and consider pursuing strategies to create income streams or otherwise generate funds using our Bitcoin holdings.

Current wording

Our Bitcoin treasury strategy for the next twelve months includes acquiring and holding Bitcoin using cash flows from operations that exceed working capital requirements, and from time to time, subject to market conditions, issuing equity or debt securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase Bitcoin. We have not set any specific target for the amount of Bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional Bitcoin purchases. This overall strategy also contemplates that we may periodically sell Bitcoin for general corporate purposes or in connection with strategies that generate tax benefits in accordance with applicable law, enter into additional capital raising transactions, including those that could be collateralized by our Bitcoin holdings, and consider pursuing strategies to create income streams or otherwise generate funds using our Bitcoin holdings.

Previous wording

The Bitcoin mining business operation deploys our computing power to mine Bitcoin and validate transactions on the Bitcoin network. We believe that developments in Bitcoin mining have created an opportunity for us to deploy capital and conduct large-scale mining operations in the United States. We conduct this business through a wholly owned subsidiary, US Digital, which we formed in 2021 to develop and operate our Bitcoin mining business.

Current wording

Our Bitcoin mining business operation deploys our computing power to mine Bitcoin and validate transactions on the Bitcoin network. We believe that developments in Bitcoin mining have created an opportunity for us to deploy capital and conduct large-scale mining operations in the United States. We conduct this business through a wholly owned subsidiary, US Digital, which we formed in 2021 to develop and operate our Bitcoin mining business.

Previous wording

New Bitcoins are introduced into circulation through a process called mining, where participants validate transactions and add them to the blockchain. Miners are rewarded with a fixed number of Bitcoins for each block they successfully add, with this reward halving approximately every four years to control the supply. As of September 30, 2025, there were approximately 19,930,000 Bitcoins in circulation, with a maximum supply capped at 21 million, a limit expected to be reached around the year 2140. Additionally, as of September 30, 2025, Bitcoin’s market capitalization, calculated using market prices and total available supply, was $2.27 trillion.

Current wording

New Bitcoins are introduced into circulation through a process called mining, where participants validate transactions and add them to the blockchain. Miners are rewarded with a fixed number of Bitcoins for each block they successfully add, with this reward halving approximately every four years to control the supply. As of March 31, 2026, there were approximately 20.01 million Bitcoins in circulation, with a maximum supply capped at 21 million, a limit expected to be reached around the year 2140. Additionally, as of

Previous wording

Through “off-the-shelf” custody agreements (the “Custody Agreements”), we custody approximately 75% of our Bitcoin holdings at regulated third-party custodians (the “Bitcoin Custodians”) that carry insurance and are chartered as a limited purpose trust company under the New York Banking Law. The remaining approximately 25% of our Bitcoin holdings are held in a depository account with the Bitcoin Custodians, where Bitcoin mining proceeds are deposited. The Bitcoin Custodians make available to us segregated from all other assets held by the Bitcoin Custodians in which our Bitcoin holdings are directly verifiable via the applicable blockchain. Bitcoin private keys are stored in two different forms: “hot” storage, whereby the private keys are stored on secure, internet-connected devices (a “hot wallet”), and “cold” storage, where digital currency private keys are stored completely offline. The Bitcoin Custody Agreements require the Bitcoin Custodians to hold our Bitcoin in cold storage, unless required to facilitate withdrawals as a temporary measure. The Bitcoin Custodians will at all times record and identify in its books and records that such Bitcoins constitute the property of our Bitcoin account. The Custody Agreements provides that the Bitcoin Custodians will not loan, hypothecate, pledge or otherwise encumber any of our Bitcoin held in our Bitcoin account. The Bitcoin Custodian’s services in respect of the Bitcoin account (i) allow Bitcoin to be deposited from a public blockchain address to our Bitcoin Account and (ii) allow Bitcoin to be withdrawn from our Bitcoin account to a public blockchain address as instructed by us. As of September 30, 2025, approximately 225 Bitcoin were held by the Bitcoin Custodians.

Current wording

Through “off-the-shelf” custody agreements (the “Custody Agreements”), we custody approximately 94% of our Bitcoin holdings at regulated third-party custodians (the “Bitcoin Custodians”) that carry insurance and are chartered as a limited purpose trust company under the New York Banking Law. The remaining approximately 6% of our Bitcoin holdings are held in a depository account with the Bitcoin Custodians, where Bitcoin mining proceeds are deposited. The Bitcoin Custodians make available to us segregated from all other assets held by the Bitcoin Custodians in which our Bitcoin holdings are directly verifiable via the applicable blockchain. Bitcoin private keys are stored in two different forms: “hot” storage, whereby the private keys are stored on secure, internet-connected devices (a “hot wallet”), and “cold” storage, where digital currency private keys are stored completely offline. The Bitcoin Custody Agreements require the Bitcoin Custodians to hold our Bitcoin in cold storage, unless required to facilitate withdrawals as a temporary measure. The Bitcoin Custodians will at all times record and identify in their books and records that such Bitcoins constitute the property of our Bitcoin account. The Custody Agreements provide that the Bitcoin Custodians will not loan, hypothecate, pledge or otherwise encumber any of our Bitcoin held in our Bitcoin account. The Bitcoin Custodian’s services in respect of the Bitcoin account (i) allow Bitcoin to be deposited from a public blockchain address to our Bitcoin Account and (ii) allow Bitcoin to be withdrawn from our Bitcoin account to a public blockchain address as instructed by us. As of March 31, 2026, approximately 164 Bitcoin were held by the Bitcoin Custodians.

Previous wording

The Custody Agreements do not have a set duration and remains in force until terminated as permitted by the Custody Agreement and the associated user agreement governing the general services provided by the Bitcoin Custodian (the “User Agreement”). We may terminate the Custody Agreement and custody services with the Bitcoin Custodian at any time. The Bitcoin Custodians may terminate the Custody Agreement at any time and for any reason, upon which the Bitcoin Custodians will return the Bitcoin held in our Bitcoin Account, less the value of any trading fee discounts, rebates, debts owed to the Bitcoin Custodian or damages the Bitcoin Custodian is entitled to pursuant to the Custody Agreement and User Agreement.

Current wording

The Custody Agreements do not have a set duration and remain in force until terminated as permitted by the Custody Agreement and the associated user agreement governing the general services provided by the Bitcoin Custodian (the “User Agreement”). We may terminate the Custody Agreement and custody services with the Bitcoin Custodian at any time. The Bitcoin Custodians may terminate the Custody Agreement at any time and for any reason, upon which the Bitcoin Custodians will return the Bitcoin held in our Bitcoin Account, less the value of any trading fee discounts, rebates, debts owed to the Bitcoin Custodian or damages the Bitcoin Custodian is entitled to pursuant to the Custody Agreement and User Agreement.

Previous wording

While the Bitcoin Custodians carries insurance, its insurance does not cover any loss in value of Bitcoin and only covers losses caused by certain events such as fraud or theft and, in such covered events, it is unlikely the insurance would cover the full amount of any losses incurred by us. The insurance maintained by the Bitcoin Custodians is shared among all of the Bitcoin Custodian’s customers, is not specific to us or to any customers holding Bitcoin with the Bitcoin Custodian, and may not be available or sufficient to protect us from all possible losses or sources of losses. We directly maintain theft and fraud insurance covering our Bitcoin holdings, with coverage limits of $3 million per occurrence. We recognize the importance of assessing, identifying and managing material risks associated with cybersecurity threats. Our share of Bitcoins mined from our pools are initially received by us in wallets we control. We currently sell the majority of the Bitcoin we mine and utilize hot wallets to hold this Bitcoin immediately prior to selling for working capital purposes. We hold any remainder of our Bitcoin in cold storage, as described above.

Current wording

While the Bitcoin Custodians carry insurance, their insurance does not cover any loss in value of Bitcoin and only covers losses caused by certain events such as fraud or theft and, in such covered events, it is unlikely the insurance would cover the full amount of any losses incurred by us. The insurance maintained by the Bitcoin Custodians is shared among all of the Bitcoin Custodian’s customers, is not specific to us or to any customers holding Bitcoin with the Bitcoin Custodian, and may not be available or sufficient to protect us from all possible losses or sources of losses. We directly maintain theft and fraud insurance covering our Bitcoin holdings, with coverage limits of $3 million per occurrence. We recognize the importance of assessing, identifying and managing material risks associated with cybersecurity threats. Our share of Bitcoins mined from our pools are initially received by us in wallets we control. We currently sell the majority of the Bitcoin we mine and utilize hot wallets to hold this Bitcoin immediately prior to selling for working capital purposes. We hold any remainder of our Bitcoin in cold storage, as described above.

Previous wording

As of September 30, 2025 and December 31, 2024, we held approximately 304 and 150 Bitcoin, respectively. The carrying value of our Bitcoin as of September 30, 2025 and December 31, 2024 was approximately $34.7 million and $14.0 million, respectively, on our consolidated balance sheet. As of September 30, 2025 and December 31, 2024 approximately 61 Bitcoin and 54 Bitcoin, respectively (with an approximate fair value of $6.9 million and $5.0 million) were held in a custody account as collateral for the $6.3 million and $5.0 million Liebel loans and were classified within “Digital assets - collateral” on the consolidated balance sheets.

Current wording

As of March 31, 2026 and December 31, 2025, we held approximately 164 and 211 Bitcoin, respectively. The fair value of our Bitcoin as of March 31, 2026 and December 31, 2025 was approximately $11.2 million and $18.5 million, respectively, on our consolidated balance sheet. This does not include 174 Bitcoin valued at $11.9 million as of March 31, 2026 and 145 Bitcoin valued at $12.7 million as of December 31, 2025 classified as Digital assets receivable, net. As of March 31, 2026 and December 31, 2025 approximately 113 Bitcoin and 88 Bitcoin, respectively (with an approximate fair value of $7.7 million) were held in a custody account as collateral for the Company’s $7.0 million loans with SE & AJ Liebel Limited Partnership and were classified within “Digital assets - collateral” on the consolidated balance sheets.

Previous wording

The following is a summary of the average cost of revenues for mining each Bitcoin during the three and nine months ended September 30, 2025 and 2024:

Current wording

The following is a summary of the average cost of revenues for mining each Bitcoin during the three months ended March 31, 2026 and 2025:

Previous wording

The Company's Bitcoin unit activity during the nine months ended September 30, 2025 and 2024 was as follows:

Current wording

The Company’s Bitcoin unit activity during the three months ended March 31, 2026 and 2025 was as follows:

Previous wording

The Company records depreciation expense (a non-cash expense) on its miners on a straight-line basis over the miners' expected useful life. Such non-cash depreciation amounts are recorded within the consolidated statements of operations and comprehensive loss as “Depreciation and Amortization”. Although the Company recognizes depreciation with respect to its mining assets, it does not consider depreciation in determining whether it is economical to operate its mining equipment since depreciation expense is not an avoidable operating cost, such as energy costs. The table above presents the non-cash miner depreciation expense on a “per Bitcoin” basis, calculated by dividing miner depreciation expense in our hosted facilities by the number of Bitcoin mined in the hosted facilities. On a “per Bitcoin” ratio, direct costs to mine including miner depreciation expense was approximately $165 thousand and $155 thousand for the three and nine months ended September 30, 2025, respectively, and approximately $144 thousand and $77 thousand for the three and nine months ended September 30, 2024, respectively.

Current wording

The Company records depreciation expense (a non-cash expense) on its miners on a straight-line basis over the miners' expected useful life. Such non-cash depreciation amounts are recorded within the consolidated statements of operations and comprehensive loss as “Depreciation and Amortization”. Although the Company recognizes depreciation with respect to its mining assets, it does not consider depreciation in determining whether it is economical to operate its mining equipment since depreciation expense is not an avoidable operating cost, such as energy costs. The table above presents the non-cash miner depreciation expense on a “per Bitcoin” basis, calculated by dividing miner depreciation expense in our hosted facilities by the number of Bitcoin mined in the hosted facilities. On a “per Bitcoin” ratio, direct costs to mine including miner depreciation expense was approximately $82 thousand and $139 thousand for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

As of September 30, 2025, we own approximately 7,900 machines with total hashing capacity of approximately 0.840 EH/s.

Current wording

As of March 31, 2026, we own approximately 7,500 machines with total hashing capacity of approximately 0.85 EH/s as compared to approximately 7,200 machines as of December 31, 2025 with total hashing capacity of approximately 0.75 EH/s.

Previous wording

As of December 31, 2024, approximately 3,000 mining machines were installed at our 15 MW hosting site located in Oklahoma (the “Oklahoma site”) with a total projected hashrate of 301 PH. As of September 30, 2025, we have approximately 4,320 installed mining machines at this location which have a total projected hashrate of 478 PH. We have another approximately 795 mining machines in storage or repair at the Oklahoma site. The Company transferred 490 mining machines to the Mississippi site.

Current wording

• 15 MW hosting site located in Calumet, Oklahoma (the “Oklahoma site”) with approximately 4,640 installed Antminer machines which have a total projected hashrate of 554 PH.

Previous wording

During the three months ended September 30, 2025, total revenues increased by $0.9 million, to $2.2 million from $1.3 million for the three months ended September 30, 2024.

Current wording

During the three months ended March 31, 2026, total revenues decreased by $0.3 million, to $2.1 million from $2.4 million for the three months ended March 31, 2025.

Previous wording

Digital mining revenue increased in the three months ended September 30, 2025 by $0.9 million to $2.0 million from $1.1 million for the three months ended September 30, 2024.

Current wording

Digital mining revenue decreased in the three months ended March 31, 2026 by $0.3 million to $2.0 million from $2.3 million for the three months ended March 31, 2025.

Previous wording

Bitcoin mining revenues are determined by two main drivers: quantity of Bitcoin mined and the price of Bitcoin on the date the Bitcoin is mined. During the three months ended September 30, 2025, we mined 17.6 Bitcoin with an average Bitcoin price of approximately $114 thousand as compared to 18.5 Bitcoin with an average Bitcoin price of approximately $61 thousand during the three months ended September 30, 2024. The increase in Bitcoin mining revenue for the three months ended September 30, 2025 was attributable to an increase in Bitcoin price, offset in part by the increased difficulty rate, which reduced our share of the global hashrate and a decrease in the number of miners actively mining.

Current wording

Bitcoin mining revenues are determined by two main drivers: quantity of Bitcoin mined and the price of Bitcoin on the date the Bitcoin is mined. During the three months ended March 31, 2026, we mined 26.1 Bitcoin with an average Bitcoin price of approximately $76 thousand as compared to 24.3 Bitcoin with an average Bitcoin price of approximately $94 thousand during the three months ended March 31, 2025. The decrease in Bitcoin mining revenue for the three months ended March 31, 2026 was attributable to a decrease in Bitcoin price, offset in part by the decreased difficulty rate, which reduced our share of the global hashrate and an increase in the number of miners actively mining.

Previous wording

During the three months ended September 30, 2025, operating expenses increased $0.4 million to $5.7 million from $5.3 million for the three months ended September 30, 2024. The increase in operating expenses is primarily due to the following factors:

Current wording

During the three months ended March 31, 2026, operating expenses increased $1.0 million to $8.5 million from $7.5 million for the three months ended March 31, 2025. The increase in operating expenses is primarily due to the following factors:

Previous wording

The fair market adjustment on mined digital assets resulted in a gain of $1.0 million for the three months ended September 30, 2025 compared to a gain of $0.1 million for the three months ended September 30, 2024.

Current wording

The fair market adjustment on mined digital assets resulted in a loss of $3.8 million for the three months ended March 31, 2026 compared to a loss of $1.8 million for the three months ended March 31, 2025.

Previous wording

Bitcoin mining costs increased by $0.5 million to $1.2 million for the three months ended September 30, 2025 from $0.7 million for the three months ended September 30, 2024 primarily due to an increase in the number of miners active at the Oklahoma and Mississippi sites as compared to third party hosting sites, and the idling of some mining machines during the prior year quarter. Mining costs as a percentage of digital mining revenue decreased to 58.6% from 64.8% due to the overall lower operating costs of mining.

Current wording

Bitcoin mining costs increased by $0.4 million to $1.9 million for the three months ended March 31, 2026 from $1.5 million for the three months ended March 31, 2025 primarily due to an increase in the number of miners active at the Oklahoma and Mississippi sites as compared to third party hosting sites, and the idling of some mining machines during the prior year quarter. Mining costs as a percentage of digital mining revenue increased to 94.4% from 68.1% due to the overall lower operating costs of mining.

Previous wording

Compensation from curtailment and energy sales was $0.2 million for the three months ended September 30, 2025 compared to nil for the three months ended September 30, 2024.

Current wording

Compensation from curtailment and energy sales was $0.4 million for the three months ended March 31, 2026 compared to $0.1 million for the three months ended March 31, 2025.

Previous wording

Compensation costs for three months ended September 30, 2025 increased by $0.9 million to $2.5 million from $1.6 million for the three months ended September 30, 2024 primarily due to increased staff costs associated with the Oklahoma and Mississippi sites and performance compensation bonuses.

Current wording

Compensation costs for three months ended March 31, 2026 increased by $0.2 million to $1.3 million from $1.1 million for the three months ended March 31, 2025 primarily due to increased staff costs associated with the Oklahoma and Mississippi sites.

Previous wording

Depreciation and amortization for three months ended September 30, 2025 was relatively flat at $2.0 million compared to $1.9 million for the three months ended September 30, 2024 primarily due to stable fixed asset management.

Current wording

Depreciation and amortization for three months ended March 31, 2026 decreased to $0.8 million compared to $2.0 million for the three months ended March 31, 2025 primarily due to the impairment of mining machines in the fourth quarter of 2025.

Previous wording

Selling, general and administrative costs were $0.4 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively. The increase is related to travel costs associated with our Oklahoma and Mississippi facilities, costs associated with improving both sites and increased proxy and investor related costs.

Current wording

Selling, general and administrative costs were $0.4 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively. The increase is related primarily to travel costs associated with our Oklahoma and Mississippi facilities and costs associated with improving both sites.

Previous wording

Loss on disposal of mining equipment was nil and $12 thousand for the three months ended September 30, 2025 and 2024, respectively.

Current wording

Loss on disposal of mining equipment was nil and $0.2 million for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

The Company recognized $235 thousand of interest expense for the three months ended September 30, 2025 as compared to $124 thousand for the three months ended September 30, 2024 due to an increase in secured borrowings.

Current wording

The Company recognized $0.5 million of interest expense for the three months ended March 31, 2026 as compared to $0.2 million for the three months ended March 31, 2025 due to an increase in secured borrowings.

Previous wording

During the three months ended September 30, 2025, the Company generated a $3.7 million net loss before income taxes and the Company increased its income tax valuation allowance by $0.8 million, which offset the Company’s incurred net income tax benefit of $0.8 million which resulted in no income tax expense being recognized for the three months ended September 30, 2025. During the three months ended September 30, 2024, the Company generated $4.4 million net loss before income taxes and the Company increased its income tax valuation allowance by $1.2 million, which offset the Company’s incurred net income tax benefit of $1.2 million, resulting in no income tax expense being recognized during the period.

Current wording

During the three months ended March 31, 2026, the Company generated a $10.1 million net loss before income taxes and the Company increased its income tax valuation allowance by $2.5 million, which offset the Company’s incurred net income tax benefit of $2.5 million which resulted in no income tax expense being recognized for the three months ended March 31, 2026. During the three months ended March 31, 2025, the Company generated $5.4 million net loss before income taxes and the Company increased its income tax valuation allowance by $1.4 million, which offset the Company’s incurred net income tax benefit of $1.4 million, resulting in no income tax expense being recognized during the period.

Previous wording

The Company owns 69.5% of the equity interests of Sponsor. As such, there is a $5 thousand net income for the three months ended September 30, 2025 attributable to the Non-Controlling Interest as compared to a $105 thousand net loss for the three months ended September 30, 2024.

Current wording

The Company owns 69.5% of the equity interests of LMFAO Sponsor LLC. As such, there is a $4 thousand net income for the three months ended March 31, 2026 attributable to the Non-Controlling Interest as compared to a $8 thousand net loss for the three months ended March 31, 2025.

Previous wording

Our primary sources of liquidity are our cash and cash equivalents, Bitcoin generated from our digital mining operations, proceeds from borrowings and cash from our note receivables. At September 30, 2025 and December 31, 2024, we had cash, cash equivalents and Bitcoin (excluding $6.9 million and $5.0 million of Bitcoin pledged as collateral against outstanding borrowings, respectively) of $28.1 million and $12.4 million, respectively. We have access to equity financing through equity and debt financing. Cash management continues to be a top priority. We expect to incur negative operating cash flows as we work to increase our digital mining revenue and maintain operational efficiencies.

Current wording

This does not include 174 Bitcoins and 145 Bitcoins valued at $11.9 million and $12.7 million, as of March 31, 2026 and December 31, 2025, respectively, classified as Digital assets receivable, net. We have access to equity financing through equity and debt financing. Cash management continues to be a top priority. We expect to incur negative operating cash flows as we work to increase our digital mining revenue and maintain operational efficiencies.

Previous wording

The Company's cash flow summary for the nine months ended September 30, 2025 and 2024 are as follows:

Current wording

The Company's cash flow summary for the three months ended March 31, 2026 and 2025 are as follows:

Previous wording

Net cash used in operations was $8.8 million during the nine months ended September 30, 2025 compared with net cash used in operations of $8.7 million during the nine months ended September 30, 2024. The mining of Bitcoin is considered a noncash item for operating purposes which totaled $6.1 million and $8.6 million for the nine months ended September 30, 2025 and 2024, respectively.

Current wording

Net cash used in operations was $3.3 million during the three months ended March 31, 2026 compared with net cash used in operations of $2.9 million during the three months ended March 31, 2025. The mining of Bitcoin is considered a noncash item for operating purposes which totaled $2.0 million and $2.3 million for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

For the nine months ended September 30, 2025 net cash used in investing activities was $16.4 million as compared to net cash provided by investing activities of $4.2 million for the nine months ended September 30, 2024. As part of the August 2025 equity raise, the Company purchased $18.7 million Bitcoin. The proceeds from the sale of Bitcoin is considered an investing activity which totaled $7.0 million and $6.8 million for the nine months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025, the Company received net payments of approximately $0.2 million from the collection of Symbiont sale receivable while investing $1.0 million on deposits for Bitcoin mining equipment and $4.2 million for the acquisition of the Mississippi mining site. For the nine months ended September 30, 2024 the Company received net payments of approximately $1.4 million from SeaStar Medical related to the payment of outstanding notes receivable while investing $1.2 million for capital expenditures including Bitcoin mining equipment and $2.9 million investment in a note receivable.

Current wording

For the three months ended March 31, 2026 net cash provided by investing activities was $2.9 million as compared to net cash provided by investing activities of $0.7 million for the three months ended March 31, 2025. The proceeds from the sale of Bitcoin is considered an investing activity which totaled $3.1 million and $1.2 million for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2025, the Company received net payments of approximately $0.2 million from the collection of Symbiont sale receivable while investing $0.5 million on deposits for Bitcoin mining equipment.

Previous wording

Debt of the Company consisted of the following at September 30, 2025 and December 31, 2024:

Current wording

Debt of the Company consisted of the following as of March 31, 2026 and December 31, 2025:

Previous wording

Our reported results are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). We also disclose Earnings before Interest, Tax, Depreciation and Amortization (“EBITDA”) and Core Earnings before Interest, Tax, Depreciation and Amortization (“Core EBITDA”) which adjusts for unrealized loss (gain) on investment and equity securities, loss on disposal of mining equipment, impairment loss on mining equipment and stock compensation expense and option expense, all of which are non-GAAP financial measures. We believe these non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of Bitcoin miners.

Current wording

Our reported results are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). We also disclose Earnings before Interest, Tax, Depreciation and Amortization (“EBITDA”) and Core Earnings before Interest, Tax, Depreciation and Amortization (“Core EBITDA”) which adjusts for unrealized loss (gain) on investment and equity securities, loss on disposal of mining equipment, and stock compensation expense and option expense, all of which are non-GAAP financial measures. We believe these non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of Bitcoin miners.

Previous wording

The following tables reconcile net income (loss), which we believe is the most comparable GAAP measure, to EBITDA and Core EBITDA:

Current wording

The following tables reconcile net loss, which we believe is the most comparable GAAP measure, to EBITDA and Core EBITDA:

Previous wording

Our financial statements are prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of the consolidated financial statements in conformity with GAAP requires our management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure or inclusion of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the period. There are no critical accounting estimates for the three and nine months ended September 30, 2025.

Current wording

Our financial statements are prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of the consolidated financial statements in conformity with GAAP requires our management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure or inclusion of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the period. There are no critical accounting estimates for the three months ended March 31, 2026.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

In August 2025, we launched our Bitcoin treasury operations. During August 2025 we raised approximately $21.3 million in net proceeds from capital raises and we purchased 164 Bitcoins in August 2025 with substantially all of the proceeds from such offering, with the remainder used for working capital purposes. During December 2025, we raised an additional $5.9 million in net proceeds from capital raises and we purchased an additional 47 Bitcoin with substantially all of the proceeds from such offering.

Current report — wording carried from elsewhere

March 31, 2026, Bitcoin’s market capitalization, calculated using market prices and total available supply, was approximately $1.4 trillion.

Current report — wording carried from elsewhere

Our primary sources of liquidity are our cash and cash equivalents, Bitcoin generated from our digital mining operations and proceeds from borrowings. At March 31, 2026 and December 31, 2025, we had cash, cash equivalents and Bitcoin (excluding $7.7 million of Bitcoin pledged as collateral against outstanding borrowings) of $4.3 million and $12.2 million, respectively. As of March 31, 2026, we had $0.8 million of cash and cash equivalents and $11.2 million of digital assets (164.2 Bitcoin with average cost of approximately $68 thousand), of which $7.7 million is pledged as collateral against outstanding borrowings, compared with $1.4 million of cash and cash equivalents and $18.5 million of digital assets (211.4 Bitcoin with average cost of approximately $88 thousand), of which $7.7 million is pledged as collateral against outstanding borrowings, at December 31, 2025.
Rearranged previous paragraphs (6)

Previous report — wording carried elsewhere

Bitcoin mining revenues are determined by two main drivers: quantity of Bitcoin mined and the price of Bitcoin on the date the Bitcoin is mined. During the nine months ended September 30, 2025, we mined 60.3 Bitcoin with an average Bitcoin price of approximately $101 thousand as compared to 149 Bitcoin with an average Bitcoin price of approximately $58 thousand during the nine months ended September 30, 2024. The decrease in Bitcoin mining revenue for the nine months ended September 30, 2025 was attributable to the reduction in the number of Bitcoins mined during the period due to the halving event in April 2024, machines that were being relocated from various hosting sites, the increased difficulty rate, which reduced our share of the global hashrate, offset in part by the increase in Bitcoin prices.

Previous report — wording carried elsewhere

Fair Market Adjustment on mined digital assets

Previous report — wording carried elsewhere

Loss on disposal of mining equipment

Previous report — wording carried elsewhere

During the nine months ended September 30, 2025, the Company generated a $9.1 million net loss before income taxes and the Company increased its income tax valuation allowance by $2.3 million, which offset the Company’s incurred net income tax benefit of $2.3 million which resulted in no income tax expense being recognized for the nine months ended September 30, 2025. During the nine months ended September 30, 2024, the Company generated $8.2 million net loss before income taxes and the Company increased its income tax valuation allowance by $2.4 million, which offset the Company’s incurred net income tax benefit of $2.4 million, resulting in no income tax expense being recognized during the period.

Previous report — wording carried elsewhere

Net Loss Attributable to Non-Controlling Interest

Previous report — wording carried elsewhere

The Company owns 69.5% of the equity interests of Sponsor. As such, there is a $43 thousand net loss for the nine months ended September 30, 2025 attributable to the Non-Controlling Interest as compared to a $265 thousand net loss for the nine months ended September 30, 2024.