FITLIFE BRANDS, INC.

Previous wording

FitLife Brands, Inc. (the “Company”) is a provider of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers marketed under the following brand names: (i) NDS Nutrition, PMD Sports, SirenLabs, Core Active, Nutrology, and Metis Nutrition (together, “NDS Products”); (ii) iSatori, BioGenetic Laboratories, and Energize (together, the "iSatori Products"); (iii) Dr. Tobias, All Natural Advice, and Maritime Naturals, each acquired as a result of the acquisition of Mimi’s Rock Corp.(“MRC”) on February 28, 2023 (together, the “MRC Products"); and (iv) MusclePharm, which was acquired on October 10, 2023 as a result of the acquisition of substantially all of the assets of MusclePharm Corporation (“MusclePharm”).

Current wording

FitLife Brands, Inc. (the “Company”) is a provider of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers marketed under the following brand names: (i) NDS Nutrition, PMD Sports, SirenLabs, Core Active, Nutrology, and Metis Nutrition (together, the “NDS Products”); (ii) iSatori, BioGenetic Laboratories, and Energize (together, the "iSatori Products"); (iii) Dr. Tobias, All Natural Advice, and Maritime Naturals, each acquired as a result of the acquisition of Mimi’s Rock Corp.(“MRC”) on February 28, 2023 (together, the “MRC Products"); (iv) MusclePharm, which was acquired on October 10, 2023 as a result of the acquisition of substantially all of the assets of MusclePharm Corporation (“MusclePharm”); and (v) Irwin Naturals, Applied Nutrition, and Nature’s Secret (together, the “Irwin Products”), each of which was acquired in August 2025.

Previous wording

The Company distributes the NDS Products principally through franchised General Nutrition Centers, Inc. (“GNC”) stores located both domestically and internationally and, with the launch of Metis Nutrition, through corporate GNC stores in the U.S. The iSatori Products are sold through retail locations, which include specialty and mass, as well as online directly to the end consumer. The Company distributes the MRC Products primarily online through e-commerce platforms, such as Amazon, directly to the end consumer. MusclePharm’s products are sold to both wholesale customers as well as online through various e-commerce platforms directly to the end consumer.

Current wording

The Company distributes the NDS Products principally through franchised General Nutrition Centers, Inc. (“GNC”) stores located both domestically and internationally. The iSatori Products are sold through retail locations, which include specialty and mass market retailers, as well as online directly to the end consumer. The Company distributes the MRC Products primarily online through e-commerce platforms, such as Amazon, directly to the end consumer. MusclePharm’s products are sold to both wholesale customers as well as online through various e-commerce platforms directly to the end consumer. Irwin Products are sold principally through wholesale channels in mass market and health food store segments.

Previous wording

Subsequent to the end of the quarter, on August 8, 2025 (“the Closing Date”), the Company acquired substantially all of the assets of Irwin Naturals and its related affiliates (“Irwin”) through an asset purchase transaction under Section 363 of the US Bankruptcy Code. The Company acquired substantially all of the assets and assumed certain liabilities of Irwin. Total consideration for the acquisition before any post-closing adjustments was approximately $42,500 in cash. Of this amount, $29,750 was funded using proceeds from a new term loan provided by the Bank, $6,000 was funded from a new $10,000 revolving line-of-credit from the Bank, with the remainder funded from the Company’s available cash balances.

Current wording

On August 8, 2025 (“the Closing Date”), the Company acquired substantially all of the assets and assumed certain liabilities of Irwin Naturals and its related affiliates (“Irwin”) through an asset purchase transaction under Section 363 of the US Bankruptcy Code. Total consideration for the acquisition before any post-closing adjustments was approximately $42,500. Of this amount, $29,750 was funded using proceeds from a new term loan provided by First-Citizens Bank & Trust Company (the “Bank”) and $6,000 was funded from a new $10,000 revolving line of credit from the Bank, with the remainder funded from the Company’s available cash balances. The Company is in the process of determining the fair value of the tangible and intangible assets of Irwin and the appropriate accounting for this acquisition.

Previous wording

Revenue. Revenue for the three months ended June 30, 2025 decreased 5% to $16,127 compared to $16,930 for the three months ended June 30, 2024. The decrease in revenue for the three months ended June 30, 2025 compared to the prior period is primarily due to declining revenue from MRC, partially offset by an increase in Legacy FitLife revenue.

Current wording

Revenue. Revenue for the three months ended September 30, 2025 increased 47% to $23,485 compared to $15,977 for the three months ended September 30, 2024. The increase in revenue for the three months ended September 30, 2025 compared to the prior period is primarily due to the acquisition of Irwin, as well as an increase in MusclePharm revenue, partially offset by declining revenue from Legacy FitLIfe (which now includes MRC).

Previous wording

MusclePharm revenue for the six months ended June 30, 2025 was $4,518, a 5% decrease compared to the same period of last year, driven by a 21% decrease in wholesale revenue, partially offset by a 13% increase in online revenue.

Current wording

Legacy FitLife revenue for the three months ended September 30, 2025 was $12,855, a 5% decrease compared to the previous year, primarily driven by an 8% decrease in online revenue due to a drop in traffic to MRC product listing pages on Amazon, partially offset by a 4% increase in wholesale revenue.

Previous wording

During the three months ended June 30, 2025, MusclePharm generated revenue of $2,555, a 4% decrease compared to the same quarter last year, with small decreases in both online and wholesale revenue.

Current wording

During the three months ended September 30, 2025, MusclePharm generated revenue of $3,809, a 55% increase compared to the same quarter last year, with wholesale revenue more than doubling from the same quarter of the prior year, partially offset by a 3% decrease in online revenue.

Previous wording

Online revenue during the quarter ended June 30, 2025 was approximately 65% of net revenue, compared to 35% for wholesale channels for the same period. Online revenue during the quarter ended June 30, 2024 was 66% of net revenue compared to 34% for wholesale channels during the same period.

Current wording

Online revenue during the quarter ended September 30, 2025 was approximately 44% of net revenue, compared to 56% for wholesale channels for the same period. Online revenue during the quarter ended September 30, 2024 was 68% of net revenue compared to 32% for wholesale channels during the same period. The change in online and wholesale revenue as a percentage of total revenue during the quarter ended September 30, 2025 compared to the same period of last year is primarily due to the acquisition of Irwin, which generated approximately only 5% of its total revenue from online sales.

Previous wording

Sales to customers in the U.S. were approximately 96% during the quarters ended June 30, 2025 and 2024, with the balance of sales to customers primarily in Canada.

Current wording

Sales to customers in the U.S. were approximately 95% and 96% during the quarters ended September 30, 2025 and 2024, respectively, with the balance of sales to customers primarily in Canada.

Previous wording

Gross Profit. Gross profit for the three months ended June 30, 2025 decreased to $6,904 as compared to $7,850 for the three months ended June 30, 2024. The decrease in gross profit is principally attributable to lower gross profit from MRC and MusclePharm, partially offset by a 6% increase in gross profit from Legacy FitLife.

Current wording

Gross Profit. Gross profit for the three months ended September 30, 2025 increased to $8,736 as compared to $7,001 for the three months ended September 30, 2024. The increase in gross profit is principally attributable to the acquisition of Irwin, partially offset by lower gross profit from Legacy FitLife Brands.

Previous wording

SG&A. SG&A expense for the three months ended June 30, 2025 decreased 2% to $2,485 as compared to $2,528 for the three months ended June 30, 2024.

Current wording

SG&A. SG&A expense for the three months ended September 30, 2025 increased 55% to $4,105 as compared to $2,645 for the three months ended September 30, 2024. The increase in SG&A is primarily due to the acquisition of Irwin.

Previous wording

*Merger and Acquisition Related.*Merger and acquisition related expense increased to $696 during the quarter ended June 30, 2025 compared to $24 for the same period in 2024, driven by transaction costs related to the Irwin acquisition.

Current wording

*Merger and Acquisition Related.*Merger and acquisition related expense increased to $820 during the quarter ended September 30, 2025 compared to $59 for the same period in 2024, driven by transaction costs related to the Irwin acquisition.

Previous wording

Net Income. We generated net income of $1,747 for the three months ended June 30, 2025 as compared to net income of $2,628 for the three months ended June 30, 2024. The decrease in net income for the three months ended June 30, 2025 compared to the same period in 2024 was primarily attributable to lower revenue and gross profit as well as an increase in merger and acquisition related expense.

Current wording

Net Income. We generated net income of $921 for the three months ended September 30, 2025 as compared to net income of $2,126 for the three months ended September 30, 2024. The decrease in net income for the nine months ended September 30, 2025 compared to the same period in 2024 was primarily attributable to an increase in acquisition-related expense due to the Irwin acquisition as well as higher income tax expense.

Previous wording

Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024

Current wording

Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024

Previous wording

Revenue. Revenue for the six months ended June 30, 2025 decreased 4% to $32,063 as compared to $33,479 for the six months ended June 30, 2024. The decrease in revenue for the six months ended June 30, 2025 compared to the prior period is primarily due to lower MRC sales, partially offset by an increase in Legacy FitLife revenue.

Current wording

Revenue. Revenue for the nine months ended September 30, 2025 increased 12% to $55,548 as compared to $49,456 for the nine months ended September 30, 2024. The increase in revenue for the nine months ended September 30, 2025 compared to the prior period is primarily due to the acquisition of Irwin as well as an increase in MusclePharm sales, partially offset by a decrease in Legacy FitLife revenue (which now includes MRC).

Previous wording

Online revenue and wholesale revenue for the six months ended June 30, 2025 and 2024, remained the same at approximately 66% and 34% of total net revenue, respectively.

Current wording

Online revenue and wholesale revenue for the nine months ended September 30, 2025 and 2024, was approximately 56% and 44% of total net revenue, as compared to the previous year of approximately 66% and 34% of total net revenue.

Previous wording

Cost of Goods Sold. Cost of goods sold for the three months ended June 30, 2025 decreased to $9,223 as compared to $9,350 for the three months ended June 30, 2024. This 1% decrease is primarily due to the decrease in revenue.

Current wording

Cost of Goods Sold. Cost of goods sold for the nine months ended September 30, 2025 increased to $33,034 as compared to $27,588 for the nine months ended September 30, 2024. This 20% increase is primarily due to the increase in revenue from the acquisition of Irwin, which includes $392 from the amortization of the inventory step-up.

Previous wording

Gross Profit. Gross profit for the six months ended June 30, 2025 decreased to $13,778 as compared to $14,867 for the six months ended June 30, 2024. The decrease in gross profit is principally attributable to lower gross profit from MRC and MusclePharm, partially offset by higher gross profit from Legacy FitLife.

Current wording

Gross Profit. Gross profit for the nine months ended September 30, 2025 increased to $22,514 as compared to $21,868 for the nine months ended September 30, 2024. The increase in gross profit is principally attributable to the acquisition of Irwin, partially offset by lower gross profit from Legacy FitLife and MusclePharm.

Previous wording

*Advertising andMarketing.*Advertising and marketing expense for the six months ended June 30, 2025 decreased to $2,244 as compared to $2,554 for the same period of the prior year. The 12% decrease is primarily the result of targeted efforts to rationalize the Company’s advertising spend on less effective advertising campaigns.

Current wording

*Advertising and Marketing.*Advertising and marketing expense for the nine months ended September 30, 2025 decreased to $3,601 as compared to $3,647 for the same period of the prior year. The 1% decrease is primarily the result of ongoing efforts to rationalize the Company’s advertising spend on less effective advertising campaigns while increasing spend on more effective campaigns.

Previous wording

SG&A. SG&A expense for the six months ended June 30, 2025 decreased to $4,997 as compared to $5,036 for the six months ended June 30, 2024.

Current wording

SG&A. SG&A expense for the nine months ended September 30, 2025 increased to $9,102 as compared to $7,681 for the nine months ended September 30, 2024. The increase in SG&A is primarily due to the acquisition of Irwin.

Previous wording

*Merger andAcquisitionRelated.*Merger and acquisition related expense increased to $1,028 during the six months ended June 30, 2025 compared to $158 for the same period of 2024, driven primarily by transaction costs related to the Irwin acquisition during the first six months of 2025.

Current wording

*Merger and Acquisition Related.*Merger and acquisition related expense increased to $1,848 during the nine months ended September 30, 2025 compared to $217 for the same period of 2024, driven primarily by transaction costs related to the Irwin acquisition during the first nine months of 2025.

Previous wording

Net Income. We generated net income of $3,765 for the six months ended June 30, 2025 as compared to net income of $4,788 for the six months ended June 30, 2024. The decrease in net income for the six months ended June 30, 2025 compared to the same period in 2024 was primarily attributable to lower revenue and gross profit for MRC and an increase in acquisition-related expense due to the Irwin acquisition.

Current wording

Net Income. We generated net income of $4,686 for the nine months ended September 30, 2025 as compared to net income of $6,914 for the nine months ended September 30, 2024. The decrease in net income for the nine months ended September 30, 2025 compared to the same period in 2024 was primarily attributable to an increase in acquisition-related expense due to the Irwin acquisition.

Previous wording

One of the primary metrics used by management to evaluate the performance of the Company’s brands is contribution, a non-GAAP financial measure which management defines as gross profit less advertising and marketing expenditures. Other companies may also report contribution as a performance metric, but their definition or calculation of contribution may differ from the Company’s. Management believes that contribution, as defined by the Company, is a particularly relevant performance metric since it incorporates the gross profit associated with a specific brand or collection of brands as well as the advertising and marketing expenditures associated with the same brand or brands. With limited exceptions, other operating expenses incurred by the Company are generally not allocable to a specific brand or collection of brands. Management intends to provide this level of disclosure for approximately two years following a transaction, after which the performance of acquired brands will be reported as part of Legacy FitLife results.

Current wording

One of the primary metrics used by management to evaluate the performance of the Company’s brands is contribution, a non-GAAP financial measure which management defines as gross profit less advertising and marketing expenditures. Other companies may also report contribution as a performance metric, but their definition or calculation of contribution may differ from the Company’s. Management believes that contribution, as defined by the Company, is a particularly relevant performance metric since it incorporates the gross profit associated with a specific brand or collection of brands as well as the advertising and marketing expense associated with the same brand or brands. With limited exceptions, other operating expense incurred by the Company is generally not allocable to a specific brand or collection of brands. Management intends to provide this level of disclosure for approximately two years following a transaction, after which the performance of acquired brands will be reported as part of Legacy FitLife results.

Previous wording

Other than for MusclePharm, the numbers in the contribution tables presented below represent the performance of a collection of brands. Legacy FitLife consists of nine brands and MRC consists of three brands. These collections of brands do not meet the definition of operating segments and are not managed as such.

Current wording

Other than for MusclePharm, the numbers in the contribution tables presented below represent the performance of a collection of brands. Beginning this quarter, MRC is reported as part of Legacy FitLife results. Legacy FitLife consists of twelve brands. These collections of brands do not meet the definition of operating segments and are not managed as such.

Previous wording

For the second quarter of 2025, Legacy FitLife revenue increased 7% compared to the same period last year, driven by a 17% increase in online revenue as well as a 1% increase in wholesale revenue. As previously disclosed, during the fourth quarter of 2024, a commercial dispute with GNC, the Company’s largest customer, resulted in the Company rejecting all purchase orders from GNC beginning on December 1, 2024. However, any product that was ordered by GNC prior to December 1, 2024 continued to be shipped and was all received by GNC prior to the end of December 2024.

Current wording

For the third quarter of 2025, Legacy FitLife revenue decreased 5% compared to the same period last year, driven by an 8% decrease in online revenue, partially offset by a 4% increase in wholesale revenue. As previously disclosed, during the fourth quarter of 2024, a commercial dispute with GNC, the Company’s largest customer, resulted in the Company rejecting all purchase orders from GNC beginning on December 1, 2024. However, any product that was ordered by GNC prior to December 1, 2024 continued to be shipped and was all received by GNC prior to the end of December 2024.

Previous wording

For the second quarter of 2025, MusclePharm revenue decreased 4% compared to the same period in 2024, with wholesale revenue decreasing 6% and online revenue decreasing 3%. As previously disclosed, in an effort to drive revenue growth, the Company is making targeted investments in advertising and promotion in both the wholesale and online channels. Beginning in the fourth quarter of 2024, the Company offered additional promotional incentives to certain wholesale partners in an effort to drive incremental growth for the MusclePharm brand. The decrease in wholesale revenue that occurred during the first quarter was primarily due to one of our wholesale customers that took advantage of the Company’s promotional investment during the fourth quarter of 2024 without increasing their sell-through of the product, which affected their reorder volumes during the first quarter of 2025.

Current wording

For the third quarter of 2025, MusclePharm revenue increased 55% compared to the same period in 2024, with wholesale revenue increasing 112% and online revenue decreasing 3%. As previously disclosed, in an effort to drive revenue growth, the Company is making targeted investments in advertising and promotion, primarily in the wholesale channel. Beginning in the fourth quarter of 2024, the Company offered additional promotional incentives to certain wholesale partners in an effort to drive incremental growth for the MusclePharm brand. The decrease in wholesale revenue that occurred during the first quarter was primarily due to one of our wholesale customers that took advantage of the Company’s promotional investment during the fourth quarter of 2024 without increasing their sell-through of the product, which affected their reorder volumes during the first quarter of 2025.

Previous wording

For the second quarter of 2025 for the Company overall, revenue decreased 5%, gross profit decreased 9%, and contribution decreased 9% compared to the second quarter of 2024.

Current wording

For the third quarter of 2025 for the Company overall, revenue increased 47%, gross profit increased 25%, and contribution increased 25% compared to the third quarter of 2024.

Previous wording

Gross margin decreased to 42.8% during the second quarter of 2025 compared to 44.8% during the second quarter of last year. Contribution as a percentage of revenue decreased to 35.4% compared to 36.9% during the first quarter of last year

Current wording

Gross margin decreased to 37.2% during the third quarter of 2025 compared to 43.8% during the third quarter of last year. Contribution as a percentage of revenue decreased to 31.4% compared to 37.0% during the first quarter of last year. Excluding the inventory step-up of $392, gross margin and contribution as a percentage of revenue would have been 38.9% and 33.1%, respectively.

Previous wording

As presented below, EBITDA excludes interest, foreign exchange gains and losses, income taxes, and depreciation and amortization. Adjusted EBITDA excludes—in addition to interest, foreign exchange losses, taxes, depreciation and amortization—stock-based compensation and merger and acquisition related expense. The Company believes the non-GAAP measures provide useful information to both management and investors by excluding certain expense and other items that may not be indicative of its core operating results and business outlook. The Company believes that the inclusion of non-GAAP measures in the financial presentation below allows investors to compare the Company’s financial results with the Company’s historical financial results and is an important measure of the Company’s comparative financial performance.

Current wording

As presented below, EBITDA excludes interest, foreign exchange gains and losses, income taxes, and depreciation and amortization. Adjusted EBITDA excludes—in addition to interest, foreign exchange losses, taxes, depreciation and amortization—stock-based compensation, merger and acquisition related expense and other non-recurring items. The Company believes the non-GAAP measures provide useful information to both management and investors by excluding certain expense and other items that may not be indicative of its core operating results and business outlook. The Company believes that the inclusion of non-GAAP measures in the financial presentation below allows investors to compare the Company’s financial results with the Company’s historical financial results and is an important measure of the Company’s comparative financial performance.

Previous wording

As of June 30, 2025, the Company had positive working capital of $9,209, compared to $6,832 at December 31, 2024. Our principal sources of liquidity at June 30, 2025 consisted of $1,585 of cash and $2,488 of accounts receivable. The increase in working capital is principally attributable to positive operating cash flows during the six months ended June 30, 2025.

Current wording

As of September 30, 2025, the Company had positive working capital of $4,375, compared to $6,832 at December 31, 2024. Our principal sources of liquidity at September 30, 2025 consisted of $3,512 of cash and $9,640 of accounts receivable. The decrease in working capital is principally attributable to higher current debt balances subsequent to the acquisition of Irwin, which occurred on August 8, 2025.

Previous wording

On September 24, 2019, the Company entered into a line of credit agreement with Mutual of Omaha Bank (the “Lender”), subsequently acquired by CIT Bank N.A., then acquired by First Citizens Bank & Trust Company, providing the Company with a $2.5 million revolving line of credit (the “Line of Credit”). The Line of Credit allows the Company to request advances thereunder and to use the proceeds of such advances for working capital purposes until the maturity date, or unless renewed at maturity upon approval by the Company’s Board and the Lender. The Line of Credit is secured by all assets of the Company.

Current wording

On September 24, 2019, the Company entered into a line of credit agreement with Mutual of Omaha Bank (the “Lender”), subsequently acquired by CIT Bank N.A., then acquired by First Citizens Bank & Trust Company, providing the Company with a $2.5 million revolving line of credit (the “Line of Credit”). The Line of Credit allowed the Company to request advances thereunder and to use the proceeds of such advances for working capital purposes until the maturity date, or unless renewed at maturity upon approval by the Company’s Board and the Lender. The Line of Credit was secured by all assets of the Company.

Previous wording

On October 10, 2023, the Company entered into a Second Amended and Restated Credit Agreement (the “Prior Credit Agreement”) with the Lender, amending and restating the 2023 Credit Agreement between the Company and the Lender. Pursuant to the Prior Credit Agreement, the Lender provided the Company with an additional term loan (“Term Loan B”, and together with Term Loan A, the “Term Loans”) for the principal amount of $10,000 and extended the Line of Credit of $3.5 million to December 23, 2024. The Company used the proceeds from Term Loan B to fund the acquisition of the MusclePharm assets.

Current wording

On October 10, 2023, the Company entered into a Second Amended and Restated Credit Agreement (the “Prior Credit Agreement”) with the Lender, amending and restating the 2023 Credit Agreement between the Company and the Lender. Pursuant to the Prior Credit Agreement, the Lender provided the Company with an additional term loan (“Term Loan B”, and together with Term Loan A, the “Term Loans”) for the principal amount of $10,000 and extended the maturity date of the Line of Credit of $3.5 million to December 23, 2024. The Company used the proceeds from Term Loan B to fund the acquisition of the MusclePharm assets.

Previous wording

On December 19, 2024, the Company entered into the First Amendment to the Amended Credit Agreement (the “Amended Prior Credit Agreement”) to extend the $3.5 million Line of Credit to April 30, 2026. Pursuant to the Amended Prior Credit Agreement, the Line of Credit accrues interest at an annual rate equal to the greater of 3.50% or the one-month secured overnight financing rate (“SOFR”) rate plus 2.75%, and each advance will be payable on the maturity date with the interest on outstanding advances payable monthly. The Company may, at its option, prepay any borrowings under the Line of Credit, in whole or in part at any time prior to the maturity date, without premium or penalty.

Current wording

On December 19, 2024, the Company entered into the First Amendment to the Prior Credit Agreement (the “Amended Prior Credit Agreement”) to extend the maturity date of the $3.5 million Line of Credit to April 30, 2026. Pursuant to the Amended Prior Credit Agreement, the Line of Credit accrued interest at an annual rate equal to the greater of 3.50% or the one-month secured overnight financing rate (“SOFR”) rate plus 2.75%, and each advance was payable on the maturity date with the interest on outstanding advances payable monthly. The Company was permitted, at its option, to prepay any borrowings under the Line of Credit, in whole or in part at any time prior to the maturity date, without premium or penalty.

Previous wording

On August 8, 2025 (the “Closing Date”), the Company entered into the Credit Agreement with First-Citizens Bank & Trust Company (the “Bank”). Pursuant to the Credit Agreement, the Bank provided the Company with a five-year term loan in the amount of $40,625 (“Term Loan”) and a three-year revolving line of credit of up to $10,000 (the “Credit Line”, and collectively with the Term Loan, the “Loan”). The Company used $29,750 from the Term Loan to complete the purchase of substantially all of the assets of Irwin, and its related affiliates, pursuant to an Asset Purchase and Sale Agreement (“APA”), and $10,875 to pay off, retire and replace all existing debt of the Company as of the Closing Date.

Current wording

On August 8, 2025 (the “Closing Date”), the Company entered into a new credit agreement (the “Credit Agreement”) with First-Citizens Bank & Trust Company (the “Bank”). Pursuant to the Credit Agreement, the Bank provided the Company with a five-year term loan in the amount of $40,625 (the “Irwin Term Loan”) and a three-year revolving line of credit of up to $10,000 (the “Credit Line”, and collectively with the Irwin Term Loan, the “Loan”). The Company used $29,750 from the Irwin Term Loan to complete the purchase of substantially all of the assets of Irwin, and its related affiliates, pursuant to an Asset Purchase and Sale Agreement, and $10,875 to pay off, retire and replace all existing debt of the Company as of the Closing Date.

Previous wording

Pursuant to the Credit Agreement, the Term Loan accrues interest at a per annum rate equal to 2.50% to 3.00%, based on leverage, above a forward-looking term rate, based on the secured overnight financing rate published by the Federal Reserve Bank of New York for the applicable selected interest period of one, three or six months (“Term SOFR Rate”), the Term SOFR Rate together with the aforementioned margin, the “Applicable Rate”), and the Company shall make payments of accrued interest on the Term Loan at the end of each interest period and shall make payments on March 31, June 30, September 30 and December 31, of each calendar year, commencing on December 31, 2025, of principal on the Term Loan in amounts equal to 3.75% of the then-outstanding principal balance of the Term Loan for the first eight such payment dates and 5.00% thereafter, in each case plus accrued interest, with all remaining principal and accrued interest on the Term Loan being due and payable in full on August 8, 2030; and outstanding advances under the Credit Line (“Advances”) will accrue interest at the Applicable Rate, and the Company shall make payments of accrued interest on such Advances at the end of each interest period and on the repayment of any Advance with all remaining principal and accrued interest on the Advances being due and payable in full on August 8, 2028.

Current wording

Pursuant to the Credit Agreement, the Irwin Term Loan accrues interest at a per annum rate equal to 2.50% to 3.00%, based on leverage, above the secured overnight financing rate published by the Federal Reserve Bank of New York for the applicable selected interest period of one, three or six months (“Term SOFR Rate”, the Term SOFR Rate together with the aforementioned margin, the “Applicable Rate”). The Company shall make payments of accrued interest on the Irwin Term Loan at the end of each interest period and shall make payments on March 31, June 30, September 30 and December 31, of each calendar year, commencing on December 31, 2025, of principal on the Irwin Term Loan in amounts equal to 3.75% of the then-outstanding principal balance of the Irwin Term Loan for the first eight such payment dates and 5.00% thereafter, in each case plus accrued interest, with all remaining principal and accrued interest on the Irwin Term Loan being due and payable in full on August 8, 2030. Outstanding advances under the Credit Line (“Advances”) will accrue interest at the Applicable Rate, and the Company shall make payments of accrued interest on such Advances at the end of each interest period and on the repayment of any Advance with all remaining principal and accrued interest on the Advances being due and payable in full on August 8, 2028.

Previous wording

The Credit Agreement contains customary events of default, which upon the occurrence of an Event of Default, among other things, interest will accrue at the Applicable Rate plus 2% per annum, and the Bank may declare all Obligations (as defined in the Credit Agreement) immediately due and payable. The Credit Agreement further contains customary representations and warranties of the Company; customary indemnification provisions whereby the Company will indemnify Bank for certain losses arising out of inaccuracies in, or breaches of, the representations, warranties and covenants of the Company, and certain other matters, and customary affirmative and negative covenants, including covenants to maintain a Senior Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of not more than 2.75 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending December 31, 2025 and ending with the fiscal quarter ended June 30, 2026 and a Senior Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of not more than 2.50 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending September 30, 2026, and to maintain a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.25 to 1.00 as tested on the last day of each fiscal quarter, commencing with the quarter ending December 31, 2025.

Current wording

The Credit Agreement contains customary covenants to maintain a Senior Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of not more than 2.75 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending December 31, 2025 and ending with the fiscal quarter ended June 30, 2026, and a Senior Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of not more than 2.50 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending September 30, 2026, and to maintain a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.25 to 1.00 as tested on the last day of each fiscal quarter, commencing with the quarter ending December 31, 2025.

Previous wording

As of June 30, 2025, the borrowings outstanding on the Term Loans and the Line of Credit were $10,875 and $0, respectively.

Current wording

As of September 30, 2025, the borrowings outstanding on the Irwin Term Loan and the Line of Credit were $40,625 and $6,000, respectively.

Previous wording

Cash Provided by Operating Activities. Cash provided by operating activities for the six months ended June 30, 2025 was $3,523 compared to cash provided by operating activities of $6,606 for the six months ended June 30, 2024. The decrease in cash provided by operating activities was primarily due to increased use of cash in working capital and lower net income compared to the same period of 2024.

Current wording

Cash Provided by Operating Activities. Cash provided by operating activities for the nine months ended September 30, 2025 was $7,195 compared to cash provided by operating activities of $8,653 for the nine months ended September 30, 2024. The decrease in cash provided by operating activities was primarily due to lower net income compared to the same period of 2024.

Previous wording

Cash Used in Investing Activities. Cash used in investing activities for the six months ended June 30, 2025 and 2024 was $5,029 and $10, respectively. The increase in cash used in investing activities was primarily due to a $5,000 deposit the Company paid for the Irwin acquisition.

Current wording

Cash Used in Investing Activities. Cash used in investing activities for the nine months ended September 30, 2025 and 2024 was $42,537 and $10, respectively. The increase in cash used in investing activities was primarily due to the acquisition of Irwin for $42,500.

Previous wording

Cash Used in Financing Activities. Cash used in financing activities for the six months ended June 30, 2025 was $1,568 compared to cash used in financing activities of $4,750 during the six months ended June 30, 2024. The decrease in cash used in financing activities was primarily due to the voluntary debt repayment made by the Company during the first quarter of 2024.

Current wording

Cash Provided by (Used in) Financing Activities. Cash provided by financing activities for the nine months ended September 30, 2025 was $34,009 compared to cash used in financing activities of $5,875 during the nine months ended September 30, 2024. The cash provided was primarily due to the borrowings under the Credit Agreement for the acquisition of Irwin on August 8, 2025.

Previous wording

Management concluded that a triggering event did not occur during the six months ended June 30, 2025. We will continue to review for impairment indicators as necessary in future periods.

Current wording

Management concluded that a triggering event did not occur during the nine months ended September 30, 2025. We will continue to review for impairment indicators as necessary in future periods.