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 operatesthree main e-Commerce websites as well as25 third-party e-Commerce storefronts on platforms such as Alibaba, Amazon, Mercado Libre, 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.

Our wholly owned subsidiary, Outfitter Satellite, Inc., a Tennessee corporation (“Outfitter”), was acquired in* April 2024*in a stock purchase transaction. Outfitter provides consumers, commercial and government customers with advanced satellite-based connectivity solutions from leading brands, including Iridium, Inmarsat and Globalstar.

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 a 51% ownership, and Outer Brands FS, LLC, with a 49% ownership. Florida Sunshine’s main objective is to source and sell vitamins and nutritional supplements.

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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, Minnesota, Nevada, New Jersey, New York, Pennsylvania, Texas, and Utah.

Pharmco1002 is a pharmacy located in Palm Springs, Florida that provides pharmacy services to Palm Beach, St. Lucie and Martin Counties, Florida.

FPRX 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.

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.

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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 the2025 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 the2025 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 operations and comprehensive loss, statements of 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.

Correction of Immaterial Misstatement

As previously disclosed in the Company’s Annual Report on Form10-K for the year ended* December 31, 2025,the Company recorded an adjustment to correct an error related to performance bonus revenue in the amount of approximately $0.6 million. Based on an analysis of Accounting Standards Codification (“ASC”)250, Staff Accounting Bulletin (“SAB”)99, and SAB108,* the Company has determined that this error wasnot material to the previously issued interim financial statements for thethree months ended* March 31, 2025.Accordingly, the prior period amounts have been revised in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss for thethree* months ended* March 31, 2025.*

Reverse Stock Split

On* April 13, 2026,the Company effected a1*-for-10 reverse stock split (the “Reverse Stock Split”). The Reverse Stock Split didnot change the par value of the Company’s common stock. Unless the context otherwise requires, all share and per share amounts presented in these unaudited Condensed Consolidated Financial Statements and accompanying notes, including weighted average shares outstanding and equity instruments, have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented.

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, valuation of common stock warrants and options issued for services, net realizable value and credit loss reserves of accounts receivables and other receivables, the useful lives of property and equipment and intangible assets, assumptions used in determining the potential impairment of long-lived assets, including intangible assets and goodwill, the estimate of the fair value of the lease liability and related right-of-use assets, 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 Annual Report on Form10-K for the fiscal year ended* December 31, 2025*. Other than the following, there have beenno material changes to the Company’s significant accounting policies for thethree months ended* March 31, 2026*. 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 thousand. All cash amounts in excess of $250 thousand, approximately $0.5 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* thousand.

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* December 2025,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2025-12, “Codification Improvements,” which includes numerous amendments across a broad range of Topics to clarify existing guidance, correct errors, and otherwise improve the usability and consistency of the Accounting Standards Codification. Key areas addressed include clarifications to the diluted earnings per share calculation when a loss from continuing operations exists, clarification of disclosure requirements for lease receivables arising from certain leases, revisions to the reference amount for beneficial interests, and other technical improvements. ASU2025*-12 is effective for fiscal years beginning after* December 15, 2026,with early adoption permitted. The Company early adopted ASU2025*-12 and the adoption didnot have a material impact on its condensed consolidated financial statements.

Accounting Pronouncements Issued butnot yet Adopted**

In* December 2025,the FASB issued ASU2025*-11, “Interim Reporting (Topic270): Narrow-Scope Improvements,” which is intended to clarify and improve the guidance in Topic270, Interim Reporting. The amendments clarify the applicability of interim reporting guidance, the types of interim reporting, the form and content of interim financial statements and notes prepared in accordance with U.S. GAAP, and establish a principle for disclosing events and changes since the end of the last annual reporting period that have a material impact on the entity. The amendments arenot intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements. ASU2025-11 is effective for interim reporting periods within annual reporting periods beginning after* December 15, 2027,for public business entities, with early adoption permitted. The Company hasnot* yet adopted ASU2025-11 and doesnot expect the adoption of this ASU to have a material impact on its condensed consolidated financial statements.

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.

Subsequent Events

Nasdaq Compliance

On* April 28, 2025,the Company received a written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s Common Stock, closed below$1.00* per share for30 consecutive trading days, the Companyno longer met the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule5450(a)(1) (the “Bid Price Requirement”). On* October 28, 2025,the Company received a letter from the Staff notifying that the Company is eligible for asecond* 180-day period, or until* April 27, 2026*to regain compliance with the Bid Price Requirement.

On* April 2, 2026,the Company filed an amended and restated certificate of incorporation to effectuate a reverse stock split at a ratio of1*-to-10, as approved by the Company’s Board of Directors. The amendment was filed with the Secretary of State of the State of Nevada and the reverse stock split became effective in accordance with the terms of the amendment on* April 13, 2026.*

On* April 27, 2026,*the Company was notified by Nasdaq that the Company has regained compliance with the Bid Price Requirement and that this matter is now closed.

At-the-Market Offering Agreement

On* May 13, 2026,the Company entered into a Sales Agreement with H.C. Wainwright & Co., LLC establishing an at-the-market equity offering program (the “ATM Program”) with an aggregate offering price of up to $3,738,706. No sales have occurred under the ATM Program as of the date of filing this Quarterly Report on Form10*-Q.

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Note4. Liquidity, Going Concern, and Management's Plans

The accompanying Condensed Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred recurring operating losses and historically generated negative operating cash flows. These conditions raised substantial doubt about the Company’s ability to continue as a going concern for thetwelve months following the issuance of these Condensed Consolidated Financial Statements.

Management has evaluated plans intended to mitigate these conditions, including expanding the Company’s long-term care pharmacy operations, increasing340B contract pharmacy revenue, continuing the development of institutional medication fulfillment contracts, and optimizing operational efficiencies. Based on management’s projections of operating results and cash flows, the Company’s current liquidity position, access to additional capital through the ATM Program, and management’s evaluation of its plans, management believes it is probable that these plans will be effectively implemented and will mitigate the conditions that raised substantial doubt about the Company’s ability to continue as a going concern.

The condensed consolidated financial statements donot include any adjustments that might result from the outcome of this uncertainty.

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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. All share and per-share amounts, including weighted average shares outstanding used to compute basic and diluted loss per share, have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.

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. 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 $1.5 million. 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 approximately $11.9 thousand 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* March 31, 2026* 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 approximately£0.3 million, or USD $0.3 million 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 approximately£4.2 thousand (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* March 31, 2026* on the note payable was approximately $22.0 thousand.

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 $90.0 thousand. The terms of the promissory note payable require 60 monthly payments of approximately $1.9 thousand, including interest at 8.78% starting January 2023.The balance outstanding on the note payable was approximately $35.0 thousand and $39.0 thousand as of March 31, 2026* and* December 31, 2025*, respectively.

Principal outstanding as of* March 31, 2026*, is expected to be repayable as follows (in thousands):

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**Note8. **Equity

Stock-based compensation expense is recorded in salaries, wages and payroll taxes expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss. For thethree months ended* March 31, 2026and2025*, stock-based compensation expense was approximately $0.3 million and $7.0 thousand, respectively. There wereno income tax benefits recognized from stock-based compensation during thethree months ended* March 31, 2026and2025* 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* March 31, 2026* and* December 31, 2025* 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* March 31, 2026* and* December 31, 2025*,2,702,622 and 2,676,788 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 months ended* March 31, 2026.*

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.

Note9. 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 the Company’s Chief Executive Officer and President, who personally guarantees the balance owed. As of* March 31, 2026*, the accounts payable due to related party includes amounts due to the Company’s Chief Executive Officer and President. Total related party payments due as of* March 31, 2026* and* December 31, 2025* were approximately $57.2 thousand and $11.0 thousand, respectively, and recorded within Other current liabilities on the Condensed Consolidated Balance Sheets. Those related party payables are non-interest bearing and due on demand.

During thethree months ended* March 31, 2026*, the Company employed and paid wages toone employee related to the Company’s Chief Executive Officer andone employee related to the Company’s Chief Financial Officer.

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Note10. Commitments and Contingencies

Litigation

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 believes the claims asserted in the action are without merit and intends to continue to vigorously defend against the lawsuit. The Company filed a motion to dismiss the complaint, which was denied by the court on* December 3, 2025.Although the parties have engaged in discussions regarding a potential resolution of the matter,no agreement has been reached and there can beno* assurance that the matter will be resolved on acceptable terms or at all. Based on currently available information and after consultation with legal counsel, management determined that a loss associated with this matter is probable and reasonably estimable in accordance with applicable accounting guidance. Accordingly, as of* March**31,* 2026, the Company has maintained an accrual of approximately $1.75 million, which represents management’s current estimate of loss exposure and corresponds to the Company’s applicable insurance retention under its directors’ and officers’ liability insurance coverage. The ultimate outcome of the matter remains uncertain, and the actual loss could differ materially from the amount accrued. Any such difference could have a material effect on the Company’s consolidated financial condition, results of operations, or cash flows in the period in which the matter is resolved.

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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Note11. Leases

During thethree months ended* March 31, 2026,the Company modified a certain operating lease related to its Orlando pharmacy location. The modification primarily extended the lease term for 60 months, expiring January 2031,and revised the monthly lease payments to approximately $8.9 thousand beginning in February 2026,with an escalating payment schedule each year thereafter. The modification wasnot* accounted for as separate contract and resulted in the remeasurement of the related operating lease liability using an incremental borrowing rate of 4.75%.

As a result of the modification, the Company recorded an increase of approximately $0.5 million and $0.5 million to operating lease right-of-use assets and operating lease liabilities, respectively. The modification materially changed the Company’s future lease payment obligations, and the lease maturity schedule below has been updated as of* March 31, 2026.The weighted average remaining lease term as of March 31, 2026*was 3.88 years and the weighted average discount rate was 5%.

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Note12. Reportable Segments

The Company hastwo reportable segments: (i) e-Commerce Operations, which involves acquiring and leasing, primarily an e-commerce platform to collaborate with businesses to optimize their ability to sell their goods online, domestically, and internationally, and enabling customers and partners to optimize their e-commerce presence and revenue, and other related businesses and (ii) Healthcare Operations, which provides TPA, data management, prescription pharmaceuticals, compounded medications, telepharmacy services, anti-retroviral medications, medication therapy management, the supply of prescription medications to long-term care facilities and contracted fulfillment 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 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 evaluate segment performance based on several factors, including Operating profit or loss, as a measure of operating segment performance which excludes the impact of Corporate overhead expenses. Corporate overhead expenses consist of executive compensation, stock-based compensation, public company expenses, and depreciation. The CODMs donot review segment assets at a level different than what is reported in the Company’s Condensed Consolidated Balance Sheets. 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 Note1 to our Annual Report on Form10-K for the year ended* December 31, 2025.*

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

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Note13. Concentrations

e-Commerce Operations concentrations:

Customers:

Amazon accounted for approximately 28% and 24% of the revenues for the e-Commerce Operations reportable segment during thethree months ended* March 31, 2026and2025*, 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 months ended* March 31, 2026and2025* (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, McKesson. The purchases from this significant vendor were approximately 99% of total vendor purchases for thethree months ended* March 31, 2026*.

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.

Reimbursements from the topthree significant PBMs were as follows: