NextPlat Corp

Note1. Organization and Nature of Operations

NextPlat Corp is a Nevada corporation (the “Company”, “NextPlat”, “we”) reporting on the Nasdaq Capital Market exchange that has business segments operating in the e-Commerce and Healthcare sectors. It was incorporated in1997 with executive offices located in Hallandale Beach, Florida.

e-Commerce Operations:

The Company operatestwo main e-Commerce websites as well as25 third-party e-Commerce storefronts on platforms such as Alibaba, Amazon, and Walmart. These e-Commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. Additionally, we provide a comprehensive array of satellite enabled communication services and related equipment sales.

Our wholly owned subsidiary, Global Telesat Communications Limited (“GTC”), was formed under the laws of England and Wales in2008. GTC provides e-Commerce and satellite enabled communication services on a global basis.

Our wholly owned subsidiary, Orbital Satcom Corp. (“Orbital Satcom”), a Nevada corporation, was formed on* November 14, 2014.*Orbital Satcom provides e-Commerce and satellite enabled communication services to customers in the U.S.

On* April 1, 2024,*NextPlat acquired 100% of the ownership interest of Outfitter Satellite, Inc., a Tennessee corporation (“Outfitter”) in a stock purchase transaction. The Outfitter acquisition was completed to expand the Company’s satellite enabled communication services in the U.S. Outfitter provides consumers, commercial and government customers with advanced satellite-based connectivity solutions from leading brands, including Iridium, Inmarsat and Globalstar.

Healthcare Operations:

The Company’s Healthcare segment operates through a wholly owned entity, Progressive Care, LLC, (“Progressive”) a Nevada Limited Liability Company, which includes wholly owned subsidiaries, Pharmco, LLC (“Pharmco901”), Touchpoint RX, LLC doing business as Pharmco Rx1002, LLC (“Pharmco1002”), Family Physicians RX, Inc. doing business as PharmcoRx1103 and PharmcoRx1204 (“FPRX” or “Pharmco1103” and “Pharmco1204”) (pharmacy subsidiaries collectively referred to as “Pharmco”), and ClearMetrX Inc. (“ClearMetrX”). ClearMetrX is a personalized healthcare services and technology company that provides prescription pharmaceuticals and risk and data management services to healthcare organizations and providers.

Pharmco pharmacies deliver prescriptions to Florida’s diverse population and currently holds Florida Community Pharmacy Permits at all Florida pharmacy locations. Pharmco901 is a pharmacy located in Hallandale Beach, Florida, and is licensed as a non-resident pharmacy in the following states: Arizona, Colorado, Connecticut, Georgia, Illinois, Minnesota, Nevada, New Jersey, New York, Pennsylvania, Texas, and Utah.

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Pharmco1103 is a pharmacy with locations in North Miami Beach and Orlando, Florida that provides pharmacy services to Miami-Dade County, Broward County, the Orlando/Tampa corridor, and the Treasure Coast of Florida. Progressive acquired all the ownership interests in Pharmco1103 in a purchase agreement entered into on* June 1, 2019.*

Pharmco1002 is a pharmacy located in Palm Springs, Florida that provides pharmacy services to Palm Beach, St. Lucie and Martin Counties, Florida. Progressive acquired all the ownership interests in Pharmco1002 in a purchase agreement entered into on* July 1, 2018.*

ClearMetrX was formed on* June 10, 2020and providesthird*-party administration (“TPA”) services to340B covered entities. ClearMetrX also provides data analytics and reporting services to support and improve care management for health care organizations.

RXMD Therapeutics was formed on* October 1, 2019.RXMD Therapeutics has hadno* operating activity to date.

Florida Sunshine Brands, LLC:

Florida Sunshine Brands, LLC (“Florida Sunshine”) is a Florida limited liability company and incorporated* December 6, 2023.*Florida Sunshine operates under an operating agreement between NextPlat, with 51% ownership, and Outer Brands FS, LLC, with 49% ownership. Florida Sunshine’s main objective is to source and sell vitamins and nutritional supplements.

Note2. Basis of Presentation and Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements of the Company are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), consistent in all material respects with those applied in the2024 Annual Report on Form10-K, for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they donot include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the2024 Annual Report on Form10-K. In the opinion of management, the Condensed Consolidated Financial Statements contain all adjustments (consisting principally of normal recurring accruals) necessary for a fair presentation of the condensed consolidated balance sheets, statements of comprehensive loss, statements of changes in equity, and statements of cash flows for such interim periods presented. Additionally, operating results for interim periods arenot necessarily indicative of the results that can be expected for a full year. The year-end balance sheet data for comparative purposes was derived from audited consolidated financial statements.

The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

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Reclassifications

Effective* January 1, 2025,the Company early adopted Accounting Standards Update (“ASU”)2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220*-40): Disaggregation of Income Statement Expenses”, on a retrospective basis, which resulted in reclassifications of certain expenses in the prior year periods to conform to the current year presentation within cost of services, selling, general and administrative, salaries, wages and payroll taxes, and depreciation and amortization on the Condensed Consolidated Statements of Comprehensive Loss. The recast of these certain expenses didnot impact net loss for the prior year periods.

Progressive Acquisition and Merger Update

As previously disclosed in our Annual Report on Form10-K for the year ended* December 31, 2024,on July 1, 2023,we acquired a controlling voting interest in Progressive Care Inc. (“Progressive Care”) through the exercise of in-the-money warrants and the execution of a voting agreement withtwo* of our directors. This transaction resulted in a change in control under ASC805 and Progressive Care became a consolidated subsidiary of the Company, having previously been accounted for under the equity method.

Subsequently, on* October 1, 2024,*following shareholder approvals, Progressive Care completed a merger with and into a wholly owned subsidiary of NextPlat, becoming a wholly owned subsidiary of the Company. In connection with the merger, each outstanding share of Progressive Care common stock was converted into 1.4865 shares of NextPlat common stock, and outstanding Progressive Care warrants were converted into equivalent NextPlat warrants.

Users of the consolidated financial statements are encouraged to refer to our Annual Report on Form10-K for the year ended* December 31, 2024*for a more detailed discussion of the acquisition and subsequent merger.

Business Acquisition of Outfitter Satellite, Inc.

On* March 25, 2024,the Company entered into a Stock Purchase Agreement with James T. McKinley, pursuant to which the Company agreed to purchase all of the issued and outstanding shares of common stock of Outfitter Satellite, Inc. The closing of the transaction occurred on April 1, 2024.*Outfitter is a wholly owned subsidiary of NextPlat Corp.

Outfitter provides consumers, commercial and government customers, with advanced satellite-based connectivity solutions from leading brands, including Iridium, Inmarsat and Globalstar.

Use of Estimates

In preparing the Condensed Consolidated Financial Statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the periods then ended. Actual results* maydiffer significantly from those estimates. Significant estimates made by management include, but arenot* limited to, assumptions used to calculate stock-based compensation, fair value of net assets acquired in business combinations, common stock, warrants and options issued for services, net realizable value of accounts receivables and other receivables, the useful lives of property and equipment and intangible assets, determining the potential impairment of long-lived assets and goodwill, the estimate of the fair value of the lease liability and related right-of-use assets, pharmacy benefit manager (“PBM”) fee estimates, inventory reserve estimates, and the estimates of the valuation allowance on deferred tax assets and corporate income taxes.

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Note3. Summary of Significant Accounting Policies

The significant accounting policies of the Company were described in Note3 to the Audited Consolidated Financial Statements included in the Company’s Form10-K for the fiscal year ended* December 31, 2024*. Other than the following, there have beenno material changes to the Company’s significant accounting policies for thenine months ended* September 30, 2025*. Selected accounting policy disclosures are provided below.

Cash

The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. All cash amounts in excess of $250,000, approximately $0.6 million, are unsecured. The Company has a deposit placement agreement for Insured Cash Sweep Service (“ICS”). This service is a secure, and convenient way to access FDIC protection on large deposits, earn a return, and enjoy flexibility. The Company believes that the ICS agreement will mitigate its credit risk as it relates to uninsured FDIC amounts in excess of*$250,000.*

Foreign Currency Translation

The Company’s reporting currency is U.S. Dollars. The accounts ofone of the Company’s subsidiaries, GTC, is maintained using the appropriate local currency, Great British Pound (“GBP”), as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the condensed consolidated statements of comprehensive (loss) income.

The relevant translation rates are as follows:

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Recent Accounting Pronouncements and Income Tax Legislation

Accounting Pronouncements Recently Adopted

In* November 2024,the FASB issued ASU2024*-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses”, (“ASU2024-03”), which is intended to enhance transparency into the nature and function of expenses. The amendments to Subtopic220-40 require that on an annual and interim basis, entities disclose disaggregated operating expense information about specific categories, including purchases of inventory, employee compensation, depreciation, amortization and selling expense. The Company early adopted this ASU, effective* January 1, 2025,on a retrospective basis. The amendments are presentation matter revisions and didnot* have an impact on the Company’s financial condition, results of operations, or cash flows.

In* December 2023,the FASB issued ASU2023*-09, “Income Taxes (Topic740)—Improvements to Income Tax Disclosure” (“ASU2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements primarily relating to the rate reconciliation and income taxes paid. This includes a tabular reconciliation using both percentages and reporting currency amounts, covering various tax and reconciling items, and disaggregated summaries of income taxes paid during the period. ASU2023-09 is required to be adopted for annual periods beginning after* December 15, 2024,with early adoption permitted. The Company adopted this accounting standard update effective January 1, 2025.*

Accounting Pronouncements Issued butnot yet Adopted**

Other accounting standards that have been issued or proposed by FASB that donot require adoption until a future date arenot expected to be relevant or have a material impact on the condensed consolidated financial statements upon adoption.

Income Tax Legislation

In* July 2025,the One Big Beautiful Bill Act (“OBBBA”) was enacted. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act of2017,* including100% bonus depreciation, domestic research cost expensing and the business interest expense limitation, among other tax changes. Many of the tax provisions of the OBBBA are designed to accelerate tax deductions, which could lead to lower cash tax payments. The new legislation has multiple effective dates, with certain provisions effective in2025 and others in the future. The Company has analyzed the provision within the act and determined there wasno material impact in thethird quarter of2025, nor does the Company expect a material impact on the2025 consolidated financial statements, nor did the OBBBA require remeasurement of deferred tax assets or liabilities.

Subsequent Events

On* October 14, 2025,*the Company reached a Settlement Agreement with a former employee of Pharmco, LLC, a wholly owned subsidiary of the Company, who filed a lawsuit against Pharmco LLC, asserting claims under the Equal Employment Opportunity Commission (EEOC) regulations.

On* November 7, 2025,Progressive Care entered into a Settlement Agreement (the “Settlement Agreement”) with a former employee (the “Claimant”) to resolve all disputes related to the employment and the arbitration proceeding. Under the Settlement Agreement, the Company agreed to pay the Claimant $150,000 cash, $100,000 of common stock, and entered into aone*-year Consulting Agreement. Further details of the Settlement Agreement are disclosed in “Part II. Other Information, Item5. Other Information.” Because the litigation was pending as of the balance sheet date and the settlement provides additional evidence about conditions that existed at that date, the Company recognized an accrual of the settlement in the unaudited consolidated financial statements for thethree andnine months ended* September 30, 2025in accordance with ASC855,* Subsequent Events, and ASC450, Contingencies. The settlement amount of $250,000 has been recorded as “Loss on settlement of litigation” in the Condensed Consolidated Statement of Comprehensive Loss.

On* November 11, 2025,the Company entered into a lease termination agreement for its office space located in Coconut Grove, FL. Under the agreement, the Company is required to pay an early termination fee of approximately $120,000. The decision to terminate the lease and the related obligation occurred after September 30, 2025,the balance sheet date, and thereforeno* adjustments were made to the accompanying condensed consolidated financial statements.

The Company has evaluated subsequent events through the date of this filing, the date the condensed consolidated financial statements were available to be issued.

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Note4. Fair Value

Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the followingthree levels of inputs that* may*be used to measure fair value:

Level1: Quoted prices in active markets for identical assets or liabilities.

Level2: Inputs other than Level1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that arenot active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level3: Unobservable inputs that are supported by little orno market activity and that are significant to the fair value of the assets and liabilities.

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:

Identifiable Intangible Assets

The initial recognition of the Outfitter identifiable intangible assets, resulting from the acquisition on* April 1, 2024,were measured using Level3* inputs. The fair value as of the date of acquisition was approximately $0.6 million.

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Note5. Revenue

The following tables disaggregate net revenues by major categories (in thousands):

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Note6. Earnings (Loss) per Share

Net income (loss) per common share is calculated in accordance with ASC Topic260: Earnings per Share (“ASC260”). Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share doesnot include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive.

The components of basic and diluted EPS were as follows (in thousands, except per share data). For all periods presented, the Company incurred a net loss causing inclusion of any potentially dilutive securities to have an anti-dilutive effect, resulting in diluted loss per common share and basic loss per common share being equivalent.

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Note7. Accounts Receivable, net

Accounts receivable, net consisted of the following (in thousands):

The company revises its estimate of expected credit losses each reporting period based on current economic conditions and reasonable and supportable forecasts and, as a result, the allowance for credit losses was decreased by $0.1 million for thenine months ended* September 30, 2025*.

Accounts receivable, net for the Company as of* January 1, 2024and September 30, 2024* were approximately $8.9 million and $6.6 million, respectively.

Note8. Receivables - Other, net

Receivables - other, net consisted of the following (in thousands):

Note9. Inventory, net

Inventory, net consisted of the following (in thousands):

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Note10. Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):

Depreciation expense was approximately $0.4 million and $0.6 million for thenine months ended* September 30, 2025and2024*, respectively.

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Note11. Intangible Assets, net

Intangible assets, net at* September 30, 2025and December 31, 2024were related to the Company’s e-Commerce Operations due to the Outfitter acquisition in April 2024,*and consisted of the following (in thousands):

For thenine months ended* September 30, 2025and2024*, the Company recognized amortization expense of approximately $0.1 million and $1.7 million, respectively.

The following table represents the total estimated future amortization of intangible assets for thefive succeeding years and thereafter as of* September 30, 2025* (in thousands):

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Note12. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following (in thousands):

Note13. Notes Payable

Notes payable consisted of the following (in thousands):

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(A) Mortgage Note Payable – collateralized

In2018, Pharmco closed on the purchase of land and building located at400 Ansin Boulevard, Hallandale Beach, Florida. The purchase price was financed in part through a mortgage note and security agreement entered into with a commercial lender in the amount of $1,530,000. The promissory note is collateralized by the land and building, bears interest at a fixed rate of 4.75% per annum, matures on* December 14, 2028and is subject to a prepayment penalty. Principal and interest will be repaid through 119 regular payments of $11,901 that began in January 2019,with the final payment of all principal and accrued interestnot* yet paid on* December 14, 2028.*Note repayment is guaranteed by Progressive Care.

(B) Note Payable – Uncollateralized

As of* September 30, 2025* the uncollateralized note payable represents a non-interest-bearing loan that is due on demand from an investor.

(C) Notes Payable – Collateralized

On* July 16, 2020 (the “Issue Date”), GTC, entered into a Coronavirus Interruption Loan Agreement (“Debenture”) by and among the Company and HSBC UK Bank PLC (the “Lender”) for an amount of£250,000, or USD $338,343 at an exchange rate of GBP: USD of 1.3533720. The Debenture bears interest beginning July 16, 2021,at a rate of 4.0% per annum over the Bank of England Base Rate (0.1% as of July 16, 2020),payable monthly on the outstanding principal amount of the Debenture. The Debenture has a term ofsix years from the date of drawdown, July 15, 2026,the “Maturity Date”. Thefirst* repayment of£4,166.67 (exclusive of interest) was made13 months after* July 16, 2020.Voluntary prepayments are allowed with5* business days’ written notice and the amount of the prepayment is equal to 10% or more of the limit or, if less, the balance of the debenture. The Debenture is secured by all GTC’s assets as well as a guarantee by the UK government. The proceeds from the Debenture were used for general corporate and working capital purposes. The Debenture includes customary events of default, including, among others: (i) non-payment of amounts due thereunder, (ii) non-compliance with covenants thereunder, (iii) bankruptcy or insolvency (each, an “Event of Default”). Upon the occurrence of an Event of Default, the Debenture becomes payable upon demand. The balance outstanding as of* September 30, 2025* on the note payable was approximately $56,000.

In* April 2021,Progressive Care entered into a note obligation with a commercial lender, the proceeds from which were used to purchase pharmacy equipment in the amount of approximately $30,000. During September 2021,pharmacy equipment was returned since the installation was cancelled and the note was amended. The amended promissory note payable requires 46 monthly payments of $331, including interest at 6.9%. The note was paid in full as of September 30, 2025*. As of* December 31, 2024*, the balance on the note payable was approximately $2,000.

In* July 2022,Progressive Care entered into a note obligation with a commercial lender, the proceeds from which were used to purchase pharmacy equipment in the amount of approximately $90,000. The terms of the promissory note payable require 60 monthly payments of $1,859, including interest at 8.78% starting January 2023.The balance outstanding on the note payable was approximately $44,000 and $58,000 as of September 30, 2025* and* December 31, 2024*, respectively.

Principal outstanding as of* September 30, 2025*, is expected to be repayable as follows (in thousands):

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**Note14. **Equity

Stock-based compensation expense is recorded in salaries, wages and payroll taxes expense in the Condensed Consolidated Statements of Comprehensive Loss. For thenine months ended* September 30, 2025and2024*, stock-based compensation expense was approximately $0.2 million and $1.6 million, respectively. The decrease in stock-based compensation was attributable to non-recurring grants fully vested. There wereno income tax benefits recognized from stock-based compensation during thenine months ended* September 30, 2025and2024* due to cumulative losses and valuation allowances.

Preferred Stock

We have authorized 3,333,333 shares of $0.0001 par value of preferred stock. As of* September 30, 2025* and* December 31, 2024* there wereno shares of preferred stock issued and outstanding.

Common Stock

We have authorized 50,000,000 shares of $0.0001 par value common stock. As of* September 30, 2025* and* December 31, 2024*,26,224,987 and 25,963,051 shares of common stock, respectively, were issued and outstanding.

Treasury Stock

Treasury stock represents shares of the Company’s common stock that have been issued and subsequently repurchased by the Company and that havenot been retired or cancelled. The Company accounts for treasury stock under the cost method and includes treasury stock as a component of Total Equity on the Condensed Consolidated Balance Sheets. The Company accounts for the reissuance of treasury stock using the average cost method. The Company didnot reissue or retire any shares of treasury stock during thethree andnine months ended* September 30, 2025.*

Share Repurchase Program

On* December 16, 2024,the Board of Directors authorized a $2.0 million share repurchase program valid forone* year. The Company* mayrepurchase shares from time to time under the program through various methods, including in open market transactions, block trades, privately negotiated transactions, and otherwise. The timing, as well as the number and value of shares repurchased under the program, will depend on a variety of factors. The Company isnot* obligated to purchase any shares under the repurchase program, and the program* maybe suspended, modified, or discontinued at any time without prior notice. During thenine* months ended* September 30, 2025,*the Company repurchased approximately $0.1 million of common stock, and had approximately $1.9 million remaining under the share repurchase program as of that date. The repurchased shares are held as treasury stock.

Listing on the Nasdaq Capital Market

Our common stock and warrants are traded on the Nasdaq Capital Market under the symbols “NXPL” and “NXPLW,” respectively.

Note15. Related Party Transactions

The Company uses an American Express account for Orbital Satcom Corp and an American Express account for GTC, both in the name of David Phipps, the Company’s Chief Executive Officer and President, who personally guarantees the balance owed. As of* September 30, 2025*, the accounts payable due to related party includes amounts due to Mr. Phipps. Total related party payments due as of* September 30, 2025* and* December 31, 2024* were approximately $4,000 and $18,000, respectively. Those related party payables are non-interest bearing and due on demand.

During thenine months ended* September 30, 2025*, the Company employed and paid wages toone employee related to Mr. Phipps andone employee related to Ms. Ferrio, the Company’s Chief Financial Officer.

During thenine months ended* September 30, 2025*, the Company employed and paid wages to Lauren Sturges Fernandez, the spouse of the Company’s late Chief Executive Officer, Charles M. Fernandez, as Chief of Staff and Special Assistant to the Chairman of the Board. The Company terminated Mrs. Fernandez’s employment with the Company on* August 13, 2025.*

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Note16. Commitments and Contingencies

Litigation

On* March 17, 2025,a former employee of Pharmco LLC, a wholly owned subsidiary of the Company, filed a lawsuit against Pharmco LLC, asserting claims under the Equal Employment Opportunity Commission (EEOC) regulations. On October 14, 2025,the Company reached a Settlement Agreement with the plaintiff to resolve all claims. The settlement was fully covered by the Company’s insurance policy, and the insurer remitted payment directly to the plaintiff on the Company’s behalf. As a result, no accrual was recognized during the period ended September 30, 2025.*

On* October 28, 2024,Alan Jay Weisberg, the former Chief Executive Officer and Chairman of Progressive Care Inc. (“RXMD”), filed a putative class action suit on behalf of himself and all other former RXMD stockholders against NextPlat, Charles M. Fernandez, the former Chief Executive Officer and director of NextPlat, and Rodney Barreto, a director of NextPlat. The complaint purports to allege a breach of fiduciary duty by NextPlat and Messrs. Fernandez and Barreto in connection with the merger of RXMD with and into a wholly owned subsidiary of NextPlat (the “Merger”), which Merger was completed on October 1, 2024following approval by the stockholders of each of NextPlat and RXMD in stockholder meetings held on September 13, 2024by NextPlat and RXMD, respectively. Among other things, the complaint asserts that the consideration paid to Mr. Weisberg and the other RXMD stockholders in connection with the Merger was insufficient. The monetary relief requested in the complaint includes compensatory and rescissory damages in an unspecified dollar amount. The complaint is pending in the Court of Chancery of the State of Delaware. The caption is Alan Jay Weisberg v. Charles M. Fernandez, Rodney Barreto and Nextplat Corp.,* and the case number is C.A.No. 20. 24-1097-MTZ.

The Company’s management doesnot believe that the Weisberg claim is meritorious and plans to vigorously defend against the suit. The Company has filed a motion to dismiss the complaint.

On* June 17, 2024,Progressive Care was notified of a potential claim that a former employee (the “Claimant”) allegedly suffered a loss due to an alleged breach by Progressive Care of an employment contract with the Claimant. Following receipt of the notice of claim, Progressive Care filed a petition for arbitration against the Claimant, asserting that it was the Claimant who breached the employment contract. On November 7, 2025,Progressive Care entered into a Settlement Agreement (the “Settlement Agreement”) with the Claimant to resolve all disputes related to the employment and the arbitration proceeding. Pursuant to the Settlement Agreement, Progressive Care will pay the Claimant a total sum of $150,000 withinseven* days of execution. In addition, Progressive Care will transfer to the Claimant shares of NextPlat common stock valued at $100,000, with the number of shares determined by the closing price on the date the Claimant executes and delivers the Settlement Agreement and a related Consulting Agreement. The Settlement Agreement provides the Claimant with aone-time reverse stock-split protection mechanism, whereby, if the aggregate value of the transferred shares declines by more than20% withinsixty calendar days following a reverse stock split, Progressive Care will issue additional shares of NextPlat common stock to the Claimant to restore the aggregate value to the pre-split level, with such shares to be issued withinten days after thesixty-day period. Because the litigation was pending as of the balance sheet date and the settlement provides additional evidence about conditions that existed at that date, the Company recognized an accrual of the settlement in the consolidated financial statements for thethree andnine months ended* September 30, 2025in accordance with ASC855,* Subsequent Events, and ASC450, Contingencies. The settlement amount of $250,000 has been recorded as “Loss on settlement of litigation” in the Condensed Consolidated Statements of Comprehensive Loss.

From time to time, the Company* maybecome involved in litigation relating to claims arising out of our operations in the normal course of business. Other than the matters described above, the Company isnot* currently involved in any pending legal proceeding or litigation, and to the best of our knowledge,no governmental authority is contemplating any proceeding to which the Company is a party or to which any of the Company’s properties is subject, which would reasonably be likely to have a material adverse effect on the Company’s business, financial condition and operating results.

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Note17. Reportable Segments

The Company hastwo reportable segments: (i) e-Commerce Operations, which includes both sales and leasing of telecommunications equipment and satellite communication services as well as the collaboration with businesses to sell their goods online and (ii) Healthcare Operations, which provides prescription pharmaceuticals, TPA, data management, telepharmacy services, anti-retroviral medications, medication therapy management, the supply of prescription medications to long-term care facilities, medication adherence packaging, contracted pharmacy services for340B covered entities under the340B Drug Discount Pricing Program, and health practice risk management. This organizational structure aligns with how the Company’s chief operating decision makers (“CODMs”) manage the business, including resource allocation and performance assessment, and further aligns with the Company’s product categories and the key markets the Company serves.

The CODMs include the Company’s Chief Executive Officer and Chief Financial Officer.

The CODMs donot review segment assets and segment expenses at a level different than what is reported in the Company’s Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Comprehensive Loss. While the Company believes there are synergies between thetwo business segments, the segments are managed separately because each requires different business strategies. Accounting policies associated with our operating segments are generally the same as those described in Note3 to our Annual Report on Form10-K for the year ended* December 31, 2024.*

The following tables present a summary of the reportable segments (in thousands):

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Note18. Concentrations

e-Commerce Operations concentrations:

Customers:

Amazon accounted for approximately 33% and 36% of the revenues for the e-Commerce Operations reportable segment during thenine months ended* September 30, 2025and2024*, respectively.No other customer accounted for10% or more of the e-Commerce Operations reportable segment revenues for either period.

Suppliers:

The following table sets forth information as to each supplier that accounted for10% or more of the purchases related to e-Commerce Operations for thethree andnine months ended* September 30, 2025and2024* (in thousands):

Geographic:

The following table sets forth revenue as to each geographic location (in thousands):

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Healthcare operations concentrations:

Suppliers:

Progressive Care had significant concentrations withone vendor. The purchases from this significant vendor were 98% of total vendor purchases for thenine months ended* September 30, 2025*.

Customers:

Progressive Care’s trade receivables are primarily from prescription medications billed to various insurance providers. Ultimately, the insured is responsible for payment should the insurance companynot reimburse Progressive Care.

Progressive Care generated reimbursements fromthree significant PBMs for thenine months ended* September 30, 2025* as follows: