GREYSTONE LOGISTICS, INC.

Greystone Logistics, Inc.

Notes to Consolidated Financial Statements

**Note 1.**BASIS OF FINANCIAL STATEMENTS

In the opinion of Greystone Logistics, Inc. (“Greystone” or the “Company”), the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications, which are of a normal recurring nature, necessary to present fairly its financial position as of August 31, 2026, and the results of its operations and cash flows for the three months ended August 31, 2026 and 2025. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the fiscal year ended May 31, 2026, and the notes thereto included in Greystone’s Annual Report on Form 10-K for such period, as filed with the Securities and Exchange Commission. The results of operations for the three months ended August 31, 2026 and 2025 are not necessarily indicative of the results to be expected for the full fiscal year.

The unaudited consolidated financial statements of Greystone include its wholly owned subsidiaries, Greystone Manufacturing, L.L.C. (“GSM”) and Plastic Pallet Production, Inc. (“PPP”). All material intercompany accounts and transactions have been eliminated in the unaudited consolidated financial statements.

Certain prior-year amounts have been reclassified to conform to the current-year presentation. During fiscal 2026, the Company refined its classification of depreciation expense based on the functional use of the underlying assets. Certain depreciation expense previously included in cost of goods sold has been reclassified to operating expenses. These reclassifications had no effect on previously reported operating loss, net loss, loss per share, total assets, total liabilities, stockholders’ equity, or cash flows.

**Note 2.**GOING CONCERN AND MANAGEMENT'SPLAN

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date these consolidated financial statements are available. At August 31, 2026, the Company has an accumulated deficit of $(38,427,630) and cash and cash equivalents of $360,533. During fiscal year 2026, the Company lost a major customer that historically represented approximately $30 million, or 55%, of annual sales. As a result of this customer loss, the Company has experienced a significant reduction in revenues and cash flows, which has adversely affected its liquidity position, operating results, and ability to generate cash from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

In addition, the Company was not in compliance with certain financial covenants under its debt agreements as of May 31, 2026. On July 5, 2026, the Company entered into a Fifth Amendment to its Amended and Restated Loan Agreement with International Bank of Commerce (“IBC”), pursuant to which IBC waived certain existing covenant violations through the amendment date and suspended testing of specified financial covenants through November 30, 2026. The amendment also provides for interest-only payments on certain debt obligations for a period of seven months through calendar year 2026. As of the date these consolidated financial statements were issued, IBC had not exercised its rights to accelerate the indebtedness and the Company was in compliance with the amended agreement. However, management’s forecasts indicate that compliance with certain financial covenants when testing resumes may require additional amendments, waivers, or other accommodations from the lender. There can be no assurance that such accommodations, if necessary, will be obtained. Due to the covenant violations existing at May 31, 2026, and expected noncompliance within the next twelve months, all outstanding long-term debt has been classified as current in the accompanying balance sheets.

Management has developed plans intended to improve liquidity and operating performance, including expanding its customer base, increasing sales to existing customers, pursuing new customer opportunities, implementing enhanced inventory and production management practices, controlling operating expenditures, adjusting product pricing where appropriate, and continuing discussions with lenders regarding future financing arrangements and covenant requirements.

Management has evaluated these conditions and events and determined that, although its plans may improve liquidity and operating performance, the successful execution of those plans depends on replacing a substantial portion of the lost customer revenue and obtaining continued lender support. Because it is unclear whether the Company will be successful in accomplishing these objectives, management cannot conclude that it is probable that its plans will alleviate these conditions.

Accordingly, management has concluded that substantial doubt exists regarding the Company’s ability to continue as a going concern within one year after the date these consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

**Note 3.**LOSS PER SHARE

Basic loss per share is based on the weighted-average effect of all common shares issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted-average shares outstanding during the period. Diluted loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares outstanding. Warrants exercisable into common stock totaling $500,000 were not included in the computation of diluted loss per share for the quarter ended August 31, 2026 as the effect would have been antidilutive.

The following tables set forth the computation of basic and diluted loss per share for the three months ended August 31:

**Note 4.**INVENTORY

Inventory consisted of the following:

**Note 5.**PROPERTY, PLANT, AND EQUIPMENT

A summary of property, plant and equipment for Greystone is as follows:

Property, plant and equipment includes production equipment with a carrying value of $71,155 as of August 31, 2026, which has not been placed into service. Construction in progress relates to a warehouse project that began in July 2025. The Company paused construction activities in October 2025 due to liquidity constraints and is evaluating the timing and scope of any potential resumption of construction. Based on current estimates, approximately $500,000 of additional costs would be required to complete the project. The timing of any resumption and completion of the project is uncertain and will depend, in part, on the Company’s ability to obtain sufficient liquidity. These estimates are subject to change based primarily on financing availability, changes in project scope, and the timing of the resumption of construction.

Depreciation expense, including amortization expense related to financing leases, for the three months ended August 31, 2026 and 2025 was $1,387,470 and $1,529,809, respectively.

**Note 6.**RELATED PARTY TRANSACTIONS

Transactions with Warren F. Kruger, President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board

Yorktown Management & Financial Services, LLC (“Yorktown”), an entity wholly owned by Warren F. Kruger, owns and rents to Greystone (1) grinding equipment used to grind raw materials for Greystone’s pallet production and (2) extruders for pelletizing recycled plastic into pellets for resale and for use as raw material for manufacturing pallets. Greystone compensates Yorktown for the use of equipment as discussed below.

*Rental fees.*GSM pays weekly rental fees of $27,500 to Yorktown for use of grinding equipment and pelletizing equipment. Total rental fees were $357,500 for each of the three months ended August 31, 2026 and 2025.

Yorktown provides administrative office space for Greystone in Tulsa, Oklahoma under asix-year lease at a rental rate of $6,250 plus additional maintenance charges per month. Total rent expense was $22,467 and $21,788 for the three months ended August 31, 2026 and 2025, respectively.

**Note 6.**RELATED PARTY TRANSACTIONS (cont.)

Transactions with TriEnda Holdings, L.L.C.

TriEnda Holdings, L.L.C. (“TriEnda”) is a manufacturer of plastic pallets, protective packaging and dunnage utilizing thermoform processing of which Warren F. Kruger is the non-executive chairman of the board of directors of Kruger Family Holdings, LLC (“KFH”), which owns a majority interest in TriEnda. Greystone may purchase pallets from TriEnda for resale or sell Greystone pallets to TriEnda. During fiscal year 2026, Greystone began a service of disassembling and grinding of certain items for TriEnda. During the three months ended August 31, 2026 and 2025, Greystone purchases from TriEnda totaled $0 and $259, respectively, and sales to TriEnda totaled $964,019 and $14,414, respectively. As of August 31, 2026 and May 31, 2026, TriEnda owed $1,189,731 and $928,482, respectively, to Greystone.

Durakon Industries, Inc. is a Mexican subsidiary of TriEnda Holdings, LLC with which the Company also does business. Sales to Durakon totaled $70,848 and $62,640 for the three months ended August 31, 2026 and 2025, respectively. As of August 31, 2026 and May 31, 2026, Durakon owed $70,848 and $0, respectively to Greystone.

Transactions with Green Plastic Pallets

Green Plastic Pallets (“Green”) is an entity owned by James Kruger, a brother to Warren F. Kruger. Green purchased pallets from Greystone totaling $83,922 and $103,275 during the three months ended August 31, 2026 and 2025, respectively. As of August 31, 2026 and May 31, 2026, Green owed $114,354 and $100,980, respectively, to Greystone.

Transactions with Robert B. Rosene, Jr., Director

Greystone Real Estate, L.L.C. (“GRE”) is an entity wholly owned by Mr. Rosene. Prior to April 2026, GRE owned two primary manufacturing facilities occupied by Greystone. Effective August 1, 2022, Greystone and GRE entered into a non-cancellableten-year lease agreement with afive-year extension for the use of these manufacturing facilities at the initial rate of $44,500 per month, increasing 5.00% per month every fifth year. Greystone made total rental payments of $133,500 for each of the three months ended August 31, 2026 and 2025.

Effective April 23, 2026, the Company sold certain real property to Mr. Rosene, a member of the Company’s Board of Directors and the sole member of GRE for $1.675 million and simultaneously entered into a failed sale-leaseback agreement for the property with GRE, as described in Note 8. The non-cancellable five year lease agreement contains no extensions and requires initial monthly payments of $16,750, escalating annually by 2%. During the three months ended August 31, 2026, Greystone made total payments of $50,250 to GRE.

**Note 7.**LONG-TERM DEBT

Debt as of August 31, 2026 and May 31, 2026 was as follows:

As of August 31, 2026, the prime rate of interest was 6.75%.

Note 7. LONG-TERM DEBT (cont.)

The revolving loan and term loans contain financial covenant requirements and cross-default provisions. The Company was not in compliance with certain financial covenants as of May 31, 2026. On July 5, 2026, the Company entered into a Fifth Amendment to its Amended and Restated Loan Agreement with International Bank of Commerce (“IBC”), pursuant to which IBC waived existing covenant violations through the amendment date and suspended testing of certain financial covenants through November 30, 2026. As of the issuance date of these consolidated financial statements, IBC had not exercised its rights to accelerate the indebtedness and the Company remained in compliance with the terms of the amended agreement. Management’s forecasts indicate that compliance with certain financial covenants upon the resumption of covenant testing may require additional amendments, waivers, or other accommodations from the lender. While IBC has waived specified covenant violations through the amendment date and suspended covenant testing through November 30, 2026, management has determined it is not probable the covenant violations will be cured when testing resumes after November 30, 2026. As such all of the long-term debt has been classified as current.

Debt issuance costs consist of the amounts paid to third parties in connection with the issuance and modification of debt instruments. These costs are shown on the consolidated balance sheet as a direct reduction to the related debt instrument. Amortization of these costs is included in interest expense. Greystone recorded amortization of debt issuance costs of $8,679 and $860 for the three months ended August 31, 2026 and 2025, respectively.

Restated and Amended Loan Agreement between Greystone and IBC

On July 29, 2022, Greystone and GSM (collectively, the “Borrowers”) entered into an Amended and Restated Loan Agreement with IBC (the “IBC Restated Loan Agreement”), which consolidated all existing term loans, provided additional funding for equipment purchases and renewed the revolving loan in the aggregate principal amount of $6,000,000 (the “Revolving Loan”), subject to borrowing base limitations. The Revolving Loan bore interest at the greater of 7.50% through February 4, 2025 and 6.50% beginning February 5, 2025, or the prime rate of interest plus 0.50%, and initially matured on February 5, 2024.

On February 5, 2024, Greystone and IBC entered into a Second Amendment to the IBC Restated Loan Agreement, which, among other things, extended the maturity date of the Revolving Loan from July 29, 2024 to February 5, 2026, increased the permitted distributions to holders of preferred stock to $1,000,000 and authorized Greystone’s stock repurchase plan not to exceed $1,000,000. On January 14, 2025, Greystone and IBC entered into a Third Amendment to the IBC Restated Loan Agreement, which limited repurchases of Greystone equity instruments to an aggregate amount not exceeding $1,000,000 through the period ended May 31, 2026. Effective February 5, 2026, the Revolving Loan was modified to extend the final maturity date to May 5, 2026. Effective April 28, 2026, the Revolving Loan was further modified to extend the maturity date to July 5, 2026. As discussed below, effective July 5, 2026, the Revolving Loan was further amended to extend the maturity date to February 5, 2027.

Prior to January 9, 2026, the IBC term loans required equal monthly payments of principal and interest in amounts sufficient to amortize the principal balance of the loans over their remaining lives. The monthly payments of principal and interest on the IBC term loans may vary due to changes in the prime rate of interest. Aggregate payments for the IBC term loans were approximately $250,000 per month. On January 9, 2026, Greystone and IBC entered into a Fourth Amendment to the IBC Restated Loan Agreement, which adjusted the interest rate floor on the term loans to 6.25% and allowed interest-only payments through December 29, 2026. Beginning January 29, 2027 and continuing thereafter until the notes are paid in full, the aggregate payments for the IBC term loans will be approximately $245,000 per month and the maturity date was modified to be July 29, 2030.

On July 5, 2026, Greystone and IBC entered into a Fifth Amendment to the IBC Restated Loan Agreement for the term loans and revolving loan. Under the Fifth Amendment, IBC waived existing covenant defaults and events of default related to specified financial covenants through the amendment date and suspended testing of certain financial covenants through November 30, 2026, after which covenant compliance testing resumes. The Fifth Amendment also extended the maturity date of the Revolving Loan from July 5, 2026 to February 5, 2027 and reduced the aggregate available borrowing to $3.5 million. In addition, the Fifth Amendment modified certain borrowing base and reporting requirements, imposed additional restrictions on capital expenditures and equity distributions, and expanded IBC’s collateral and guaranty support. All other material terms of the credit facility remain in effect. As of August 31, 2026, Greystone’s available revolving loan borrowing capacity was approximately $357,000.

The IBC Restated Loan Agreement is secured by a lien on substantially all assets of the Company. Warren F. Kruger, the Company’s President, Chief Executive Officer, Chief Financial Officer, and Chairman of the Board, provided a limited guaranty of the Borrowers’ obligations under the IBC Restated Loan Agreement. In connection with the Fifth Amendment described above, Warren F. Kruger’s prior limited guaranty was replaced with an unlimited guaranty and the Warren F. Kruger Trust also signed a new unlimited guaranty.

Note 7. LONG-TERM DEBT (cont.)

The IBC Restated Loan Agreement contains customary representations, warranties, and affirmative and negative covenants. Among other requirements, the Borrowers must maintain a minimum debt service coverage ratio of 1.25:1.00 and a maximum debt-to-EBITDA ratio of 3.00:1.00 at each fiscal quarter-end and year-end. The agreement also limits annual capital expenditures to $2.0 million, annual dividends and distributions to $1.0 million, and annual interest payments on related-party debt to $500,000. As of May 31, 2026, the Company was not in compliance with the financial covenants described above. Pursuant to the amendment dated July 5, 2026, IBC waived all existing covenant violations and suspended testing of the financial covenants through November 30, 2026. However, management has concluded that it is not probable the Company will be in compliance with the financial covenants when testing resumes. Accordingly, all outstanding long-term debt has been classified as current as of August 31, 2026.

Loan Agreement with First Interstate Bank, formerly Great Western Bank

On August 23, 2021, Greystone and First Interstate Bank entered into a loan agreement (the “FIB Loan Agreement”) in connection with certain prior loans and a mortgage loan to refinance certain land and buildings located in Bettendorf, IA.

The FIB Loan Agreement includes customary representations and warranties and affirmative and negative covenants which include (i) requiring the Borrowers to maintain a debt service coverage ratio of 1:25 to 1:00 as of the end of each fiscal year end and debt to tangible net worth ratio of 4:00 to 1:00 as of the end of each fiscal year end with a decrease of 0.50 in the ratio each year thereafter until reaching a minimum ratio of 3:00 to 1:00. In addition, the FIB Loan Agreement provides that Greystone shall not, without prior consent of the bank, incur or assume additional indebtedness or capital leases. The Company was not in compliance with required certain financial covenants as of May 31, 2026 and based on cross default provisions was not in compliance as of August 31, 2026, as such, all outstanding debt has been classified as current. As of the issuance date of these consolidated financial statements, FIB had not exercised its rights to accelerate the indebtedness

The FIB Loan Agreement is secured by a mortgage on one of Greystone’s warehouses.

Maturities

Due to the covenant violations existing at May 31, 2026, and expected noncompliance within the next twelve months, all outstanding long-term debt has been classified as current in the accompanying balance sheets.

**Note 8.**LEASES

Financing Leases

There was no outstanding liability for financing leases as of August 31, 2026 and May 31, 2026.

The production equipment under the non-cancelable financing leases is as follows:

Amortization of the carrying amount of $0 and $1,222 was included in depreciation and amortization expense for the three months ended August 31, 2026 and 2025, respectively.

Operating Leases

Greystone recognized a lease liability for each lease based on the present value of remaining minimum fixed rental payments, using a discount rate that approximates the rate of interest for a collateralized loan over a similar term. A right-of-use asset is recognized for each lease, valued at the lease liability. Minimum fixed rental payments are recognized on a straight-line basis over the life of the lease as costs and expenses on the consolidated statements of operations. Variable and short-term rental payments are recognized as costs and expenses as they are incurred. As of August 31, 2026, Greystone had two non-cancellable operating leases remaining for (i) two buildings owned by Greystone Real Estate, L.L.C. (GRE), a related party, on aten year lease with afive year renewal option, which management has determined is reasonably certain to exercise, and a discount rate of 6.00%, escalating rent payments at 5% every 5 years and (ii) office space on asix year lease and a discount rate of 8.50%, entered into with a related party, Yorktown Management & Financial Services, LLC (“Yorktown”) (Note 6).

Note 8. LEASES (cont.)

The outstanding liability for right to use assets under operating leases is as follows:

Lease Summary Information

Lease summary information as of and for the three month period ending is as follows:

**Note 8.**LEASES (cont.)

Future minimum lease payments under non-cancelable leases as of August 31, 2026, are approximately:

Finance Obligation

April 23, 2026, the Company entered into an agreement with Robert B. Rosene, Jr., a member of the Company’s Board of Directors and the sole member of GRE, to sell certain commercial real estate located in Bettendorf, Iowa for proceeds of approximately $1.7 million. Simultaneously, the parties entered into a long-term lease agreement for continued use of the property. The non-cancellable five year lease agreement contains no extensions and requires initial monthly payments of $16,750, escalating annually by 2%. Pursuant to the purchase agreement, the Company retained an option to repurchase the property during the five-year period following the sale date. The repurchase price is the greater of the original purchase price or the property's then-current fair value as determined in accordance with the agreement.

Management evaluated the transaction under ASC 842 and concluded that the transfer of the property does not qualify for sale accounting. Accordingly, the transaction is accounted for as a financing obligation. The Company continues to recognize the underlying property within property, plant and equipment and recognizes a financial obligation for the proceeds received reflected on the statement of cash flows as financing activities. Payments made under the arrangement which totaled $50,250 for the three months ending August 31, 2026 were accounted for as payments of interest on the financing obligation. The effective interest rate of the financing was 12.35%.

At August 31, 2026, the carrying amount of the property subject to the arrangement was approximately $1.64 million and the related financing obligation was approximately $1.67 million, of which all was classified as long-term as the Company does not expect to exercise the repurchase option and thus fulfill the financial obligation within the next twelve months.

**Note 9.**DEFERRED REVENUE

Advances from customers pursuant to a contract for the sale of plastic pallets is recognized as deferred revenue. Revenue is recognized by Greystone as pallets are shipped to the customer. Revenue related to prior advances totaled $0 during the three months ended August 31, 2026 and 2025. The unrecognized balance of deferred revenue at both August 31, 2026 and May 31, 2026, was $22,964.

**Note 10.**REVENUE AND REVENUE RECOGNITION

Greystone’s principal product is plastic pallets produced from recycled plastic resin. During the three months ended August 31, 2026, the Company has seen a growth in an additional revenue stream related to bin processing for a related party, TriEnda Holdings, L.L.C. (Note 6); however, this service is not expected to be a material revenue source throughout fiscal year 2027. Pallet sales are primarily to customers in the continental United States of America. International pallet sales are made to customers in Canada, Mexico, and other Central America countries which totaled approximately $181,900 and $266,000 during the three months ended August 31, 2026 and 2025, respectively. Service revenue related to bin processing was approximately $940,000 and $0 during the three months ended August 31, 2026 and 2025, respectively.

Greystone’s pallet customers include stocking and non-stocking distributors and direct sales to end-user customers. During the three months ended August 31, 2026, the Company saw a shift in the nature of customer compared to the three months ended August 31, 2025 due to the loss of a major customer. Sales to the following categories of customers for the three months ended August 31, 2026 and 2025, respectively, were as follows:

**Note 11.**FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions are used in estimating the fair-value disclosures for financial instruments:

Cash, Accounts Receivable, and Accounts Payable: The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, and accounts payable approximate fair value due to the short-term maturity of these instruments.

Debt: The carrying amount of notes with floating rates of interest approximate fair value. Fixed rate notes are valued based on cash flows using estimated rates of comparable notes. The carrying amounts reported on the consolidated balance sheets approximate fair value.

Note 12. ** CONCENTRATIONS, RISKS, AND UNCERTAINTIES**

Greystone derived approximately 42% and 63% of its total sales during the three months ended August 31, 2026 and 2025, respectively, from a limited number of customers, generally ranging from one to three. Approximately 0% and 63% of the concentration for the three months ended August 31, 2026 and 2025, respectively, was derived from the lost major customer. The loss of a material amount of business from these customers had a material adverse effect on Greystone. For the three months ended August 31, 2026 and 2025, one of Greystone’s related parties, TriEnda Holdings, L.L.C. (Note 6), accounted for approximately 18% and less than 1%, respectively, of total sales. As of August 31, 2026 and May 31, 2026, TriEnda Holdings, LLC, accounted for approximately 36% and 31%, respectively of accounts receivable.

Greystone is subject to litigation, claims, and other commitments and contingencies arising in the ordinary course of business. Although the asserted value of these matters may be significant, the Company currently does not expect that the ultimate resolution of any open matters will have a material adverse effect on its consolidated financial position or results of operations.

Note 13. ** **COMMITMENTS

As of August 31, 2026, Greystone had outstanding commitments totaling approximately $95,800 for the acquisition of equipment.

The Company has a $230,000 letter of credit required for insurance purposes. In September 2026, the Company increased the letter of credit to $390,000.