Comstock Inc.

NOTE1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS AND REFERENCES TO THE COMPANY

Unless indicated, the termswe,us,our,Comstock, or theCompany mean Comstock Inc., and its subsidiaries on a consolidated basis.

ORGANIZATION AND NATURE OF OPERATIONS

Comstock commercializes innovative technologies, systems and industrial supply chains that enable, extract, process, and convert under-utilized waste and natural resources that enable, support and sustain clean energy systems by efficiently, effectively, and expediently extracting and converting the under-utilized resources into reusable metals, like silver, aluminum, and other critical minerals, primarily from end-of-life photovoltaics and renewable fuels, chemicals and animal feedstocks, primarily derived from proprietary crops and other woody biomasses for energy.

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Comstock Inc. and its wholly owned and majority owned subsidiaries. All intercompany transactions have been eliminated. The condensed consolidated financial statements donot include all disclosures required of annual consolidated financial statements and, accordingly, should be read in conjunction with our consolidated financial statements and notes thereto in our Annual Report on Form10-K for the fiscal year ended* December 31, 2025*. Accordingly, operating results for thethree andnine-months ended* September 30, 2026* * may**not* be indicative of full year2026 results.

In management's opinion, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair statement of our financial position as of* September 30, 2026*, and our results of operations and changes in equity for thethree andnine-months ended* September 30, 2026and2025*, and our cash flows for thenine-months ended* September 30, 2026and2025*.

GUARANTEES

The Company recognizes guarantee obligations as liabilities at the time the guarantee is contractually executed and are initially measured at fair value, reflecting the Company’s noncontingent obligation to stand ready to perform under the guarantee. The guaranteed obligations remain outstanding until the Company is released from its exposure under the guarantee, which generally occurs upon expiration or settlement of the guarantee.

STOCK-BASED COMPENSATION

The Company has granted stock-based incentive awards in the form of Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) to its employees and service providers pursuant to its2026 Equity Incentive Plan. Stock-based awards to employees and non-employees are measured and recognized based on the grant date fair value of the awards. For employee awards, the expense is recognized on a straight-line basis over the requisite service period, which is generally the period from the accounting grant date to the end of the probable vesting period. For non-employee awards, the expense for awards that actually vest is recognized based on when the goods or services are provided. The Company recognizes compensation expense for stock-based awards with graded vesting that require only service on a straight-line basis over the requisite service period. The Company applies this policy consistently to all awards with similar vesting features. Stock-based compensation expense is recognized within Selling, General and Administrative Expenses, Research and Development and Cost of Goods Sold in the condensed consolidated statements of operations. The Company has elected to recognize forfeitures of stock-based compensation awards as they occur. For awards that include market conditions, the effect of the market condition is incorporated into the grant-date fair value of the award using an appropriate valuation technique. Compensation expense for these awards is recognized over the requisite service period regardless of whether the market condition is satisfied, provided that the applicable service condition is met. Accordingly,no subsequent adjustment to compensation expense is made based on the actual outcome of the market condition.

LIQUIDITY AND CAPITAL RESOURCES

The condensed consolidated financial statements are prepared on the going concern basis of accounting that assumes the realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has had recurring net losses from operations and had an accumulated deficit of $414,332,781 at* September 30, 2026*. For thenine-months ended* September 30, 2026*, the Company recognized a net loss of $35,605,273. Cash and cash equivalents increased by $22,503,208 from $16,951,645 at* December 31, 2025* to $39,454,853 at* September 30, 2026*. Comstock Metals had deferred revenue of $2,099,851 at* December 31, 2025,billed an additional $2,770,689 to deferred revenue and recognized $320,380 of those amounts into revenue during thenine*-months ended* September 30, 2026*. Accordingly, Comstock Metals had $4,550,160 of deferred revenue representing fees billed for recycling services that havenot yet been processed andnot yet recognized as revenue at* September 30, 2026* (see Note13).

At* September 30, 2026*, the Company hasno outstanding debt. The Company intends to fund its operations over the nexttwelve months from existing cash and cash equivalents, proceeds received from the sale of the mining business, cash from sales from our solar panel recycling business, planned monetization of other non-strategic assets, and issuance of subsidiary-level equity (that is, by Bioleum Corporation (“Bioleum”)). Based on these existing and expected funding sources, management believes we will have sufficient funds to sustain our operations and meet our commitments and collateral requirements including the Great Basin agreement during the12 months following the date of issuance of the condensed consolidated financial statements included herein.

RECLASSIFICATIONS

Certain prior period amounts have been reclassified to conform to the2026 financial statement presentation. Reclassifications hadno effect on net income (loss), cash flows, or stockholders' equity as previously reported.

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RECENTLY ISSUED ACCOUNTING STANDARDS

In* November 2024,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220*-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods beginning after* December 15, 2026,and interim periods beginning after December 15, 2027,with early adoption permitted, and may*be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures.

Management doesnot believe that any other recently issued, butnot yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

NOTE2 DIVESTITURE AND ACQUISITION

Sale of Mineral Rights and Properties

Our mineral rights and properties at* September 30, 2026* and* December 31, 2025* consisted of the following:

The Comstock Mineral Estate included all of the Company's former resource areas and exploration targets that were all sold on* August 21, 2026.During thenine*-months ended* September 30, 2026and2025*, we didnot record any depletion expense, asnone of the mineral properties that were previously owned were in production. Our prior mineral exploration and mining lease payments have all been classified as selling, general and administrative expenses in the condensed consolidated statements of operations.

Initial Sale of Certain Mining Assets and Related Mining Entity

On* December 18, 2024and amended on June 6, 2025,the Company executed a membership interest purchase agreement (the “Mackay MIPA”) with Mackay Precious Metals Inc. (“Mackay”) pursuant to which the Company sold all of its right, title, and interest in its wholly owned subsidiary Comstock Northern Exploration LLC, and the Company's25%* interest in Pelen Limited Liability Company (“Pelen”), for an aggregate purchase price of $2,950,000. Pursuant to a royalty agreement between the Company and Mackay, dated* December 18, 2024 (the “Mackay Royalty Agreement”) the Company was to receive a 1.5% royalty of Net Smelter Returns (as such term is defined in the Mackay Royalty Agreement) (“NSR”). On January 9, 2026,the Company and Mackay entered into a Royalty Purchase and Sale Agreement, wherein the Company sold to Mackay 100% of the Company’s right, title, and interest in and to a 1.5% net smelter returns royalty covering certain patented and unpatented mining claims and leased properties located in Storey County, Nevada, for an aggregate purchase price of $1.1 million, all of which was received on or before January 20,2026. On February 22, 2026,the Company agreed to a minor modification to the non-compete language associated with the prior purchase of properties by Mackay and received an additional $300,000 in consideration from Mackay. For thenine*-months ended* September 30, 2026*, the Company recognized a gain on the sale of certain royalty rights of $1,400,010 in gain on sales of properties, mineral and royalty rights in the condensed consolidated statements of operations.

Subsequent Sale of the Remaining Mining Assets and Related Mining Entities

On* June 21, 2026 (the “Effective Date”), and amended on August 13, 2026,*the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mackay and Mackay Gold & Silver Corp. (“Mackay Parent”), pursuant to which the Company agreed to sell all of its rights, titles, and interest in and to the 100% membership interests in Comstock Mining LLC, Comstock Processing LLC, and Comstock Exploration and Development LLC, and all of the issued and outstanding shares of capital stock of Comstock Real Estate Inc., whose primary asset is the Gold Hill Hotel that resides within the boundaries of the Comstock mining district (collectively, the “Acquired Interests”), to Mackay. The entities whose interests comprise the Acquired Interests (collectively, the “Acquired Entities”) own or control all of our mineral and related properties.

The aggregate purchase price for the Acquired Interests consists of the following:

Mackay retained the right to repurchase 100% of the NSR Royalty at any time for a payment of $3,500,000, provided that if theseven-year period for the payment of the Contingent Payment has lapsed without the payment of the Contingent Payment, then the royalty buyout payment shall be increased to $7,000,000. The contingent payment and NSR royalty represent variable consideration that has been fully constrained and excluded from the gain on sale, because the Company cannot conclude it is probable that a significant reversal of cumulative gain recognized wouldnot occur, given that receipt depends on future events outside the Company’s control. The Company will reassess the constraint each reporting period and recognize any change in estimate in earnings.

On* August 14, 2026,the TSX Venture Exchange approved the proposed transaction with Mackay. On August 21, 2026,the Company and Mackay entered into an Assignment of Collateral Rights and Direction Agreement (the “Assignment Agreement”) to assign the security interest in the surety bond for the reclamation obligations of the Acquired Entities. On August 21, 2026,*the Company and Mackay completed the transaction as the Company sold the Acquired Interests and Acquired Entities to Mackay, and received the Initial Payment and First Tranche Payment.

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In connection with this transaction, the Company recognized a gain on sale of properties and mineral rights of $14,018,466. This gain was calculated as the excess of the consideration measured over the derecognized net assets and direct transaction costs as follows:

Together with a $1,400,010 gain on royalty rights discussed above, total gain on sales of properties, mineral and royalty rights was $15,418,476 for thenine-months ended* September 30, 2026*.

The Second Tranche Payment is secured by a Deed of Trust on the properties owned by the Acquired Entities and bears interest at the rate oftwelve percent (12%) per annum after its due date. On* August 21, 2026,the Company recorded a long-term receivable of $5,843,015 in long-term receivables, notes receivable and advances on the condensed consolidated balance sheets, discounted by a cost of debt of 14.5% over16* months. For thethree andnine-months ended* September 30, 2026*, the Company recognized interest income of $87,350 on the accretion of the discount. At* September 30, 2026*, the long-term receivable was $5,930,365 (see Note4).

The Purchase Agreement includes a non-compete wherein the Company and its affiliates cannot acquire any interest in any property or other rights within5 miles of the Acquired Entities’ properties being purchased. The Acquired Entities have reclamation obligations and associated reclamation and surety bond deposits and collateral which are being assumed by Mackay as part of the Purchase Agreement.

Acquisition of Hexas Biomass Inc.

On* December 4, 2025,the Company's majority-owned subsidiary, Bioleum, and the shareholders of Hexas Biomass Inc. (“Hexas”) entered into a Stock Purchase Agreement to acquire 100% of the issued and outstanding equity and voting shares of Hexas. For thethree* andnine-months ended* September 30, 2026*, Hexas recognizedno revenue and incurred a loss of $215,554 and $500,456, respectively.

The pro forma financial information below represents the combined results of operations for thethree andnine-months ended* September 30, 2025*, as if the acquisition had occurred on* January 1, 2025.*

The pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results.

NOTE3 INVESTMENTS

At* September 30, 2026* and* December 31, 2025*, our investments include:

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Summary financial information for affiliated companies accounted for by the equity method for the periods presented, compiled from the equity investee's financial statements and reported on aone quarter lag is as follows:

Investment in Sierra Springs Opportunity Fund, Inc. (“SSOF”)

From2019 through* December 31, 2025*, the Company invested $8,500,000 for 11,236,111 shares in SSOF resulting in equity ownership of 16.99% as of* December 31, 2025.The December 31, 2025carrying value of the Company’s investment in SSOF reflects an observable transaction adjustment recorded by the Company in2023.* On* October 1, 2025,the Company began accounting for the investment in SSOF using the equity method. For thethree* andnine-months ended* September 30, 2026*, the Company recognized $162,125 in equity income from affiliates for our investment in SSOF and $78,435 in equity loss from affiliates for our investment in SSOF, respectively.

At* December 31, 2025,the Company had an advance to SSOF of $9,400,000. During thethree*-months ended* March 31, 2026,the Company advanced an additional $5,750,000. On March 26, 2026,all advances, totaling $15,150,000 were converted into 23,307,692 shares of SSOF common stock at $0.65 per share. On April 30, 2026,the Company converted accrued interest from advances of $237,415 to 365,255 additional shares of SSOF common stock at $0.65 per share(see Note4*). During thenine-months ended* September 30, 2026*, the Company invested an additional $13,640,000 for 20,984,615 additional shares of SSOF common stock at $0.65 per share (see Note17). At* September 30, 2026* and* December 31, 2025*, the Company owns 55,893,673 and 11,236,111, respectively, in SSOF shares of common stock, representing an ownership of 47.63% and 16.99%, respectively.

In connection with the increase in percentage ownership, management reassessed the accounting for its variable interest in SSOF and its primary beneficiaries. The Company concluded that SSOF continues to be a variable interest entity (“VIE”) interest and that it isnot the primary beneficiary of SSOF since the Company doesnot have the power, individually or together with its related parties, to direct the significant economic activities of SSOF. Accordingly, SSOF isnot consolidated, and the Company accounts for its investment in SSOF under the equity method. At* September 30, 2026*, the Company's maximum loss exposure in SSOF is limited to its investment of $49,173,980.

Investment in Research and Development Company

On* March 1, 2024,the Company entered into a Securities Purchase Agreement withan unaffiliated research and development company (“Developer”) and recognized an initial investment of $1,290,614. Concurrently, the Company and Developer also entered into a Development Services Agreement (“DSA”) for purposes of conducting certain research and development work (see Note9*).

At* September 30, 2026*, the future remaining payments on the investment purchase, net of implied interest, totaled $1,344,720 (see Note7). For thethree andnine-months ended* September 30, 2026*, the Company recognized $0 and $48,000, respectively, in equity loss from affiliates for this investment. For thethree andnine-months ended* September 30, 2025*, the Company recognized$24,000 and $6,562, respectively, in equity loss from affiliates for this investment.

During thenine-months ended* September 30, 2026and2025*, the Company hasnot made any additional payments to the Developer. In thesecond quarter of2026, we concluded that our investment in the Developer was fully impaired and as a result, the Company recorded an impairment loss of $1,031,371, representing the full net investment balance for the Developer in our Fuels Segment. For thenine-months ended* September 30, 2026*, the total impairment in investment asset of $1,031,371 was recognized in the condensed consolidated statements of operations.

*Investment in Green Li-ion Pte. LTD (“Green Li-ion”) *

At* September 30, 2026* and* December 31, 2025,the Company owned 35,662 Green Li-ion preferred shares. On April 18, 2026,Green Li-ion entered into a financing agreement with various parties that decreased our ownership from 13.34% to 11.98%. The Company monitors additional equity issuances and other potential orderly transactions of Green Li-ion to assess whether the equity securities issued are similar investments requiring adjustments of our investment carrying value to fair value. During thenine*-months ended* September 30, 2026and2025*, no adjustments were made to the carrying value of our Green Li-ion investment asno orderly transactions for investments similar to the Company's investment were observed during those periods.

Investment in Mackay Gold & Silver Corporation

In connection with the sale of the mining assets and related entities, the Company received 2.0 million common shares of restricted common stock from Mackay Parent with an initial fair value of $4,380,000 (see Note2). At* September 30, 2026*, the Company owned 2.0 million common shares of restricted common stock from Mackay Parent with a fair value of $4,120,000. The Company recognized an unrealized loss on investment of $260,000 due to the decrease in fair value of the investment for thethree andnine-months ended* September 30, 2026* (see Note12).

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NOTE4 ** LONG-TERM RECEIVABLE, NOTES RECEIVABLE AND ADVANCES**

Long-term receivable, notes receivable and advances at* September 30, 2026* and* December 31, 2025* include:

Advances to Sierra Springs Opportunity Fund, Inc.

At* December 31, 2025,the Company had advances to SSOF of $9,400,000. During thethree*-months ended* March 31, 2026,the Company advanced an additional $5,750,000. On March 26, 2026,all advances, totaling $15,150,000 were contributed in exchange for 23,307,692 shares of SSOF common stock at $0.65 per share (see Note3*). The advances were unsecured and bore interest at 4.5%. On* April 30, 2026,the Company converted accrued interest from advances of $237,415 to 365,255 additional shares of SSOF common stock at $0.65 per share (see Note3*). There wereno advances outstanding at* September 30, 2026*.

Daney Ranch

On* August 19, 2022,the Company sold the Daney Ranch and issued a 10-year $993,000 note receivable maturing in August 2032to the former lessee and purchaser. The note bore interest at 7% per annum for the remaining term. The note was secured by asecond* priority security interest in the property. On* June 25, 2026,the Company and athird*-party entered into a promissory note purchase agreement in which the Company sold the Daney Ranch note receivable for cash consideration of $500,000. Since the $500,000 in cash consideration received was less than the carrying value of the note, the Company recorded a $403,217 loss on sale of note receivable in the condensed consolidated statements of operations for thenine-months ended* September 30, 2026*.

NOTE5 PROPERTIES, PLANT AND EQUIPMENT, NET AND MINERAL RIGHTS

Properties, plant and equipment at* September 30, 2026* and* December 31, 2025* include the following:

As of* September 30, 2026*, all equipment for the Company’sfirst industry-scale solar panel recycling facility (Serial*#001*) has been received, installed, commissioned and placed into continuous service during thethird quarter of2026.

During thethree-months ended* September 30, 2026and2025*, the Company recognized depreciation expense of $376,335 and $409,639, respectively. During thenine-months ended* September 30, 2026and2025*, the Company recognized depreciation expense of $1,127,899 and $790,384, respectively. At* September 30, 2026* and* December 31, 2025*, the Company had $329,046 and $1,817,503, respectively, of assets classified as construction work in process that werenot yet placed in service or depreciating.

For thenine-months ended* September 30, 2026*, the Company recorded an impairment loss of $1,736,481 of capitalized engineering costs in our Fuels Segment that hadnot yet been placed in service, presented in loss on property, plant and equipment impairment in the condensed consolidated statements of operations.

Assets Held for Sale

In thethird quarter of2026, the Company committed to explore a sale of certain industrial and commercial land and water rights located in Lyon County, Nevada. These assets are held bytwo wholly owned subsidiaries of the Company and the Company is exploring monetizing these assets through an asset exchange,not a cash sale. The Company would transfer its ownership interest in these entities and in return, would receive SSOF’s ownership interests in the entities that own the600 and800 Lake properties in Silver Springs, Nevada, plus additional equity in SSOF, who then plans on exploring monetization of the aggregated powered land portfolio. The Company currently leases these properties from SSOF for its Metals operations (see Note8). SSOF is a related party of the Company (see Note16).

The wholly owned subsidiaries of the Company holdno assets other than the land and water rights and haveno third-party liabilities. Accordingly,no liabilities are classified as held for sale.

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The land and water right asset balances have a carrying amount of $6,328,338 and $730,595, respectively. These assets are classified as Assets Held for Sale on the condensed consolidated balance sheet as of* September 30, 2026*, and are reported in the Strategic Investments segment. The major classes of assets held for sale are as follows:

NOTE6 INTANGIBLE ASSETS, NET AND GOODWILL

The Company’s intangible assets at* September 30, 2026* and* December 31, 2025* include the following:

Accumulated amortization as of* September 30, 2026* and* December 31, 2025* consisted of the following:

For thethree-months ended* September 30, 2026and2025*, amortization expense related to intangible assets was $354,354 and $737,619, respectively. For thenine-months ended* September 30, 2026and2025*, amortization expense related to intangible assets was $2,002,124 and $1,349,372, respectively.

Future minimum amortization expense is as follows at* September 30, 2026*:

Changes in the intangible and goodwill asset balances and associated accumulated amortizations for thenine-months ended* September 30, 2026and2025*, are presented below:

All intangible assets and goodwill are associated with our Fuels Segment.

During thesecond quarter of2026, the Company concluded that its plans for advanced lignocellulosic biomass and other decarbonizing solutionsno longer considered the use of certain Flux Photon and Fenix developed technologies, acquired in2021 and2025, relevant. As a result, the Company determined that the carrying amount of the related developed technology intangible assets wasnot recoverable and recorded loss on intangible asset impairment of $13,648,042, representing the full net carrying value of those assets in our Fuels Segment for thenine-months ended* September 30, 2026* in the condensed consolidated statements of operations.

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NOTE7 ACCRUED EXPENSES AND OTHER LIABILITIES - CURRENT

Accrued expenses and current other liabilities at* September 30, 2026* and* December 31, 2025* consisted of the following:

Payable to Research and Development Company*(see Note3)*

For thethree-months ended* September 30, 2026and September 30, 2025*, the Company recognized interest expense of$30,515 which represents the amortization of the discount that was recognized on the date of the research and development agreement since the payable associated with the funding commitment is non-interest bearing. For thenine-months ended* September 30, 2026and2025*, the Company recognized interest expense of $90,550 for the research and development agreement.

Accrued Incentive Compensation* *

On* June 15, 2026,the Compensation Committee of the Board of Directors of the Company approved the Company's2026* performance objective-based cash incentive compensation plan (the*“2026* Incentive Plan”)for all employees of the Company. The2026 Incentive Plan is an annual plan, and payouts depend on achieving specified, weighted performance objectives during the performance period from* January 1, 2026through December 31, 2026.The maximum aggregate payout under the2026* Incentive Plan is approximately $2.0 million. After the performance period ends, the Compensation Committee will assess performance against the objectives and has discretion to approve the final payout percentage, up to the maximum. Payments, if any, are expected to be made in thefirst quarter of2027, and employees must remain employed through the payment date to receive a payout. The Company recognizes incentive compensation expense over the performance period, based on its estimate of the probable level of achievement of the performance objectives. For thethree andnine-months ended* September 30, 2026*, the Company recognized $252,834 and $656,877, respectively, under the2026 Incentive Plan in the condensed consolidated financial statements. Each reporting period, the Company reassesses its estimate of the probable level of achievement.

NOTE8 LEASES

The Company has lease expense recognized in the condensed consolidated statements of operations as follows:

The Company has the following weighted average remaining finance and operating lease terms and discount rates:

Operating Leases

On* September 1, 2026,the Company, as lessee, signed a Lease Agreement (the “Corporate Office Lease”) with Brander Investments LLC to lease a building located at500* Damonte Ranch Parkway, Suite980 in Reno, Nevada. The Corporate Office Lease commenced on* September 1, 2026,and has an initial term ofthree years andone* month, expiring* September 30, 2029.The Corporate Office Lease provides the Company withtwo consecutiveone-year renewal options, each carrying a 3% annual rent increase over the prior year's rent. The associated rental expense is $5,454 per month for thefirst* year increasing by 3% per year thereafter. At inception, the Corporate Office Lease was classified as an operating lease and the Company expects to exercise the options, and accordingly, estimates a lease term offive years andone month. At* September 1, 2026,the Company recorded a right-of-use asset and lease liability of $244,240 at a discount rate of 14.02%. For thethree* andnine-months ended* September 30, 2026*, the operating lease expense was $5,702.

On* December 10, 2025,the Company, as lessee, signed a lease agreement (the “CA Commercial Lease”) with the lessor to lease land and premises located at10210* Idaho Ave, Hanford, CA. In* February 2026all required permits were secured which triggered an increase in the right-of-use asset and lease liability of $19,449. On September 1, 2026,the Company amended the CA Commercial Lease to expand the premises and include an additional building for storage which resulted in an increase in the right-of-use asset and lease liability of $1,205,431. For thethree* andnine-months ended* September 30, 2026*, the operating lease expense was $76,676 and $190,934, respectively.

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On* January 1, 2026,the Company, as lessee, signed a lease agreement (the “OH Lease Agreement”) with lessor to lease the premises located at60901* Beech Grove Lane, Cambridge, OH. The OH Lease Agreement is under afive-year term commencing on* January 1, 2026,or upon receipt of all required permits, and includes an option to extend the term for an additional 60 months with rental expense of $12,500 per month. Lease payments under the OH Lease Agreement didnot* begin until* March 2026,when all permits were received. At lease inception, the OH Lease Agreement was classified as an operating lease with a lease term offive* years. At* January 1, 2026,the Company recorded a right-of-use asset and lease liability of $523,890 at an implicit discount rate of 14.08%. For thethree* andnine-months ended* September 30, 2026*, the operating lease expense was $36,291 and $108,871, respectively.

On* March 1, 2026,the Company assumed an existing lease with Ren FuelK2B* Snowco AB, as lessee, for hydrotreating equipment with lessor. The lease agreement (the “RenFuel Equipment Lease”) had an original lease term offive years commencing on* June 2, 2024.Under the lease, rental expense is $6,178 per month. The lease automatically renews at the end of thefive-year period, unless notice of cancellation is giventhree* months prior to the end of the original term. The Company currently doesnot believe an extension beyond the original term is probable. At inception, the RenFuel Equipment Lease was classified as an operating lease with a remaining lease term of 3.3 years. The explicit interest rate is the90-day Stockholm Interbank Offering Rate (STIBOR). At* March 1, 2026**,* the Company recorded a right-of-use asset and lease liability of $238,379 at a discount rate of 2.12%. For thethree andnine-months ended* September 30, 2026*, the operating lease expense was $18,534 and $43,245, respectively.

Sierra Clean Processing LLC (“SCP”)

On* August 15, 2023,the Company, as lessee, signed a real estate and demonstration scale building lease agreement with SCP to lease certain real property and improvements located at the600* Lake Avenue, Silver Springs, Nevada. For thethree-months ended* September 30, 2026and2025*, the operating lease expense was $14,908. For thenine-months ended* September 30, 2026and2025*, the operating lease expense was $44,724.

On* July 1, 2024,the Company, as lessee, signed a real estate and building lease agreement (the “SCP Lease II”) with SCP to lease the industrial scale real property and improvements located at600* Lake Avenue in Silver Springs, Nevada. Under the SCP Lease II, rent payments were $30,000 per month until all necessary and required permits were secured. In* February 2026all required permits were secured which resulted in a decrease in the right-of-use asset and lease liability of $73,792. For thethree*-months ended* September 30, 2026and2025*, the fixed operating lease expense was $215,253 and $217,875, respectively. For thenine-months ended* September 30, 2026and2025*, the operating lease expense was $645,761 and $653,625, respectively.

On* November 1, 2025,the Company, as lessee, signed a storage lease agreement (the “SCP Storage Lease”) with SCP to lease premises located at800* Lake Avenue in Silver Springs, Nevada. Under the SCP Storage Lease, rent payments of $5,000 per month will begin when all necessary and required permits are secured which occurred during the quarter ended* March 31, 2026,and resulted in a decrease in the right-of-use asset and lease liability of $28,116. For thethree* andnine-months ended* September 30, 2026*, the operating lease expense was $14,213 and $42,637, respectively.

The Company's chief executive officer is an executive and director of SCP, a100% owned subsidiary of SSOF.

*Bioleum *

On* August 14, 2025,the Company, as lessee, signed a lease agreement (the “Tulsa Commercial Lease”) with Tulsa Airports Improvement Trust to lease commercial land for development located in Tulsa, OK commencing on September 1, 2025.Under the lease, rental expense starts at $57,266 per month during aone*-year option term, during which, the lease can be terminated by the Company for any reason. At lease inception, the Tulsa Commercial Lease was classified as an operating lease and the Company expects to exercise the option, thus the Company determined a lease term ofthirty years and aone-year option term. At* September 1, 2025,the Company recorded a right-of-use asset and lease liability of $8,169,149 at a discount rate of 13.44%. For thethree*-months ended* September 30, 2026and2025*, the operating lease expense was $193,701 and $96,850, respectively. For thenine-months ended* September 30, 2026and2025* , the operating lease expense was $774,803 and $96,850, respectively. On* August 28, 2026,*the Company cancelled the lease and recognized a gain on lease cancellation of $473,695 in selling, general and administrative expenses in the condensed consolidated statements of operations.

Finance Lease

Navitas

On* March 11, 2026,the Company, as lessee, signed a security equipment lease agreement (the “Security Equipment Lease”) with lessor to lease security system equipment located at600* Lake Avenue, Silver Springs, NV. The Security Equipment Lease is under afifty-five-month term commencing on* March 15, 2026at $756 per month. At lease inception, the Security Equipment Lease was classified as a finance lease with a lease term offifty-five months, which exceeds75%* of the estimated useful life of the equipment. On* March 15, 2026,the Company recorded a right-of-use asset and lease liability of $19,053 at an implicit discount rate of 39.63%. For thethree* andnine-months ended* September 30, 2026*, the amortization of right-of-use asset and interest expense was $2,267 and $5,290, respectively.

Minimum lease payments by the Company by fiscal year for the operating and finance leases are as follows:

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NOTE9 COMMITMENTS AND CONTINGENCIES

GREAT BASIN PRECEDENT AGREEMENT

On* November 29, 2025,the Company and Great Basin Gas Transmission Company (“Great Basin”) entered into a Precedent Agreement for Great Basin to construct and install pipelines and appurtenant facilities (“Expansion Facilities”) to our properties in Silver Springs Nevada anticipated to be completed by November 2028.Upon approval by the Federal Energy Regulatory Commission (“FERC”) authorizing the construction of the Expansion Facilities and prior to commencing construction, Great Basin will tender a Transportation Service Agreement to the Company. The Transportation Service Agreement will be for a term oftwenty years beginning on November 1, 2028with a daily reserve capacity of 50,000 Dekatherm. Great Basin mayterminate the Precedent Agreement at any time if (1) Great Basin determines that all or any portion of the Expansion Facilities would be operationally and/or economically infeasible; (2) the Company fails to perform its duties and obligations; and (3) Great Basin hasnot* received and accepted a final certificate order from FERC. If the Precedent Agreement is terminated, the Company must reimburse Great Basin for all project development and default costs.

Under the Precedent Agreement and a related guaranty executed on* March 31, 2026 (the “Great Basin Guaranty”), the Company has guaranteed the performance of its obligations, including potential reimbursement of its proportionate share of certain project development costs, in the event of specified termination or default events outside of the Company's control. To secure its obligations under the Great Basin Guaranty, the Company is required to provide credit support in the form of a phased surety arrangement, which is collateralized through an escrow account. The surety amount increases over time and is expected to reach approximately $39.0 million by December 31, 2026and $54.0 million by December 31, 2027.The surety remains in effect until modified by Great Basin based on the Company’s payment history and creditworthiness or until the project reaches its in‑service date. The Company recognized a guarantee liability related to the Great Basin Guaranty, which was initially measured at fair value at the time the guaranty was executed. As of September 30, 2026*, the carrying amount of the guarantee liability was $475,000, which is included in other long‑term liabilities in the condensed consolidated balance sheets. The corresponding guarantee asset is included in long-term other assets (see Note12). As of* September 30, 2026*, the Company deposited $4.0 million into an interest bearing escrow account included in restricted cash on the condensed consolidated balance sheet. The surety bond arrangement covers approximately 35% of the bonding requirement, leaving the Company responsible for the remaining 65%, or approximately $25 million through* December 31, 2026.Including the additional $2.0 million deposited on October 9, 2026,the Company has deposited $6.0 million in escrow, reducing the incremental funding requirement to approximately $19 million (see Note17*).

INVESTMENTS IN LICENSED TECHNOLOGY

National Laboratory of the Rockies (“NLR”)

On* October 1, 2024,the Company entered into an agreement with a managing and operating contractor of the U.S. Department of Energy’s (“DOE”) NLR (formerly known as the National Renewable Energy Laboratory). The agreement provides that the Company fund the research and development which includes the use of its pilot equipment and laboratories located in Madison, Wisconsin. The ongoing funding commitment during2026,* and2027 is $1.7 million and $1.5 million, respectively. In2025, the Company funded $1,616,928 for the funding commitment. For thethree-months ended* September 30, 2026and2025*, the Company funded $0 and $404,232, respectively, under the agreement that was recognized as research and development expense. For thenine-months ended* September 30, 2026and2025*, the Company funded $628,976 and $1,212,696, respectively, under the agreement that was recognized as research and development expense.

On* October 1, 2024,the Company entered into an exclusive licensing agreement with the same parties whereby the Company obtained exclusive license in existing or future patent rights associated with the research. Under this licensing agreement, the Company will pay a royalty fee equal to 3% of net sales. The agreement includes minimum annual royalty payments that arenot* applied against future years’ royalty payments. For thenine-months ended* September 30, 2026and2025*, the Company paid $90,000 and $65,000, respectively, in annual royalty fees recognized as research and development expense in our condensed consolidated statement of operations. Annual royalty payments are as follows:

The Company has sublicensing rights and will pay a royalty fee equal to 15% on any NLR sublicensing revenue. The royalty and sublicensing fee will also be reduced to 2% and 10%, respectively, upon achievement of certain thresholds.

Metal Development Company

On* March 4, 2026,the Company entered into a research and development sponsored research agreement (“SRA”) with a renewable metal development company to evaluate, bench and pilot test and ultimately process solar panel tailings concentrated for the recovery of critical metals and other materials. The agreement provides that the Company fund research, which includes the use of its facility and equipment in Silver Springs, Nevada, of up to approximately $2.0 million through December 31, 2026.For thethree* andnine-months ended* September 30, 2026*, the Company has funded under the SRA $757,297 and $1,763,037, respectively, all recognized as research and development expense.

AST License Agreements

The Company is party tothree license agreements (collectively, the “AST License Agreements”) with American Science and Technology Corporation (“AST”), pursuant to which the Company agreed to license certain developed technologies of AST for use atthree facilities in exchange forthree facility-specific license fees of $500,000 each, and a royalty fee equal to 1.0% of the gross revenue of each of thefirst three operating facilities. License fees totaling $1,500,000 for the AST licenses were completed in2022, andno additional payments are anticipated. As of* September 30, 2026*, no royalty fees have been paid under the AST License Agreements.

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Marathon Petroleum Corporation

On* February 28, 2025,a wholly owned subsidiary of the Company entered into a series of definitive agreements with Virent Inc. (“Virent”), for acquiring the former assets of Virent from Marathon, which have been assigned to Bioleum and involve the purchase of $14.0 million in Bioleum equity as part of Bioleum’s planned Series A preferred equity financing (“Series A Financing”), subject to a $700 million valuation cap (“Investment”). The purchase price included $1.0 million in cash and $13.0 million in the Marathon SAFE Note (see Note12*) issued in exchange for payment-in-kind assets, on and subject to the terms and conditions of the applicable transaction documents (“Investment Agreements”). The Investment Agreements, as amended on* September 26, 2025,required the $1.0 million cash portion of the Investment to be made withinfive* business days of the execution by Bioleum ofthird-party investment agreements for at least $25,000,000 in Series A equity financing. The Investment Agreements additionally required Bioleum to grant MPC Investment LLC a lien on the Marathon Payment-In Kind Assets if Bioleum doesnot complete $25,000,000 in the Series A equity financing before* March 31, 2026.In thefirst* quarter of2026, Virent notified the Company that the $1.0 million in additional cash investment wouldnot be extended andno lien on the Marathon Payment-In Kind Assets would be executed. As of* September 30, 2026* and* December 31, 2025,*$20.0 million of Series A equity financing has been completed. The Investment Agreements provided for the grant by Virent to Bioleum of a non-exclusive, non-transferable, non-assignable, non-sublicensable, perpetual, royalty-free license under the Virent IP solely for research and development purposes associated with the Marathon Payment-In Kind Assets (“Virent IP”), excluding applications involving the heterogenous catalysis of biomass-derived sugars.

LITIGATION

Former Employees Complaint

On* May 27, 2026,certain former employees and shareholders of Bioleum (collectively, the “Bioleum Plaintiffs”) filed a complaint in the District Court, Clark County, Nevada (CaseNo.* A-26-947500-B) against the Company, Bioleum and the board of directors of Bioleum (the “Bioleum Complaint”). The Bioleum Complaint alleges that the Company fraudulently induced shareholders of Bioleum to approve charter amendments in order to seize control of Bioleum, appropriate value of the pre-revenue, renewable fuels technology development company from the Bioleum Plaintiffs and reverse the Bioleum separation completed in* May 2025.The Bioleum Complaint asserts several causes of action, including: declaratory judgment (seeking to void charter amendments of Bioleum); breach of fiduciary duty against the Bioleum directors (both direct and derivative); breach of fiduciary duty and aiding and abetting breach of fiduciary duty against the Company; fraudulent inducement; breach of contract claims; breach of the implied covenant of good faith and fair dealing; and unjust enrichment. The Company believes the claims are without merit and intends to vigorously defend the matter. Management, after consultation with legal counsel, doesnot* believe that a loss is probable since the proceeding is at an early stage and uncertainties inherent in the litigation. An adverse outcome could, however, have a material effect on the Company's financial position, results of operations, or cash flows. The Company is unable to estimate the amount or range of reasonably possible loss, if any.

Developer (see Note3*)*

On* March 1, 2024,the Company and the Developer entered into a DSA to advance technologies owned by the Company's subsidiary that incorporate applications of intellectual properties owned by the Developer (“Developer IP”) (see Note3*). For thethree-months ended* September 30, 2026and2025*, the Company recorded $0 and $350,700, respectively, as research and development expense in the condensed consolidated statements of operations. For thenine-months ended* September 30, 2026and2025*, the Company recorded $0 and $1,052,100, respectively, as research and development expense in the condensed consolidated statements of operations. On* March 1, 2024,the Developer granted the Company an exclusive license to use Developer IP to produce fuel (“Fuels License”) and treat water (“Water License” and, together with the Fuels License, the “Comstock License Agreements”) in exchange for royalty fees based on the production and sales of qualified products. The Comstock License Agreements also require the Company to pay minimum royalty fees equal to $20,000 on the earlier to occur of240* days after receiving a patent for the Developer IP, and, commenced on* February 15, 2025,and for each year thereafter, (i) $10,000 in years1* and2, (ii) $25,000 in years3 and4, and (iii) $75,000 in year5 and thereafter. The Company also agreed to pay for certain outstanding and future patent costs, as well as new patent filing fees for each new patent application added to the Licensed Patent Rights deriving from the Developer individually ($10,000) or together with the Company ($5,000). The scope of the Water License is exclusive unless Comstock electsnot to invest a minimum of $100,000 per calendar quarter after completion of Phase1. As of* September 30, 2026* and* December 31, 2025*, payables to the Developer included in accounts payable on the condensed consolidated balance sheet were $1,332,099.

On* June 12, 2026,Magnesis Corporation, which is the Developer, filed a complaint in the United States District Court for the District of Nevada (CaseNo.* 3:26-cv-00446) against the Company, Comstock IP Holdings LLC, Bioleum and Bioleum IP Holdings LLC (the “Developer Complaint”). The Developer Complaint alleges that the Company failed to pay its commitments for certain licenses with the Developer. The Developer Complaint asserts several causes of action: breach of contract; breach of the implied covenant of good faith and fair dealing; specific performance to compel assignment of intellectual property; declaratory relief, quiet title, and constructive trust; fraud; and promissory fraud. The Developer has terminated the agreements for material breach. The Company believes the claims are without merit and intends to vigorously defend the matter. Management, after consultation with legal counsel, doesnot believe that a loss is probable since the proceeding is at an early stage and uncertainties inherent in the litigation. An adverse outcome could, however, have a material effect on the Company's financial position, results of operations, or cash flows. The Company is unable to estimate the amount or range of reasonably possible loss, if any.

OTHER COMMITMENTS

The Company agreed to pay each of the independent directors a total of $160,000 annually, including cash amounts totaling $60,000 and shares of common stock totaling $100,000, plus chair and committee meeting fees. The Chair of each Committee is paid $20,000 annually. The Chair and Vice Chair of the Board of Directors receives annual chair fees of $50,000 and $25,000, respectively. For thethree-months ended* September 30, 2026and2025*, the Company recognized director fees expenses of $450,240 and $200,000, respectively. For thenine-months ended* September 30, 2026and2025*, the Company recognized director fees expenses of $1,231,937 and $600,000, respectively. As of* September 30, 2026* and* December 31, 2025,director fees compensation included in accounts payable on the condensed consolidated balance sheet was $27,500 and $290,000, respectively. From2023* through2025, the Company accrued $1,475,000 in director fee compensation associated with the director fees payable expected to be satisfied with shares of the Company's common stock and included in other long-term liabilities on the condensed consolidated balance sheet. In* January 2026,the Company issued shares of stock to these directors to satisfy the amount accrued as of December 31, 2025 (see Note10*).

From time to time, we are involved in claims and proceedings that arise in the ordinary course of business. There are currentlyno other matters pending that we expect to have a material adverse impact on our business, results of operations, financial condition or cash flows.

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NOTE10 EQUITY

Issuance of Registered Shares of Common Stock

2026 Issuances - For thenine-months ended September 30, 2026**

From* July 6, 2026through July 8, 2026,the Company issued a total of 41,594 shares of common stock of the Company with a fair value of $169,823 determined by the closing price per share of our common stock to our non-employee directors for annual director services for the period from July 1, 2026and forward through September 30, 2026,*pursuant to the shareholder approved Comstock Inc.2026 Equity Incentive Plan, for services rendered.

On* May 15, 2026,*the Company issued a total of 38,369 shares of common stock of the Company for the cashless exercise of 214,666 warrants held by an affiliate of Titan Partners Group LLC (“Titan Partners”).

From* April 6, 2026through April 16, 2026,the Company issued a total of 63,944 shares of common stock of the Company with a fair value of $210,456 determined by the closing price per share of our common stock to our non-employee directors for annual director services for the period from April 1, 2026and forward through June 30, 2026,pursuant to the shareholder approved Comstock Inc.2020 and2022* Equity Incentive Plans, for services rendered.

On* April 6, 2026,the Company issued Flux Photon 1,750,000 shares of common stock of the Company with a fair value of $6,055,000 determined by the closing price per share of our common stock of $3.46, to settle the remaining obligations of the Earn Out of $5,273,813 (see Notes12* and16).

On* January 28, 2026,the Company announced a Confidentially Marketed Public Offering (“CMPO”) with Titan Partners. The Company raised $50 million in gross proceeds before underwriting discounts and commissions and other offering expenses. On January 30, 2026,the Company issued 18,181,819 registered shares of its common stock at a price of $2.75 per share for $50,000,002 and received net proceeds of $46,140,002 pursuant to the equity offering on January 28, 2026.On March 3, 2026,*Titan Partners exercised their over-allotment option and placed an additional 2,727,272 registered shares of our common stock at a price of $2.75 per share for additional gross proceeds of $7,499,998 (net proceeds of $6,937,498).

On* January 5, 2026,the Company issued a total of 463,721 shares of common stock of the Company with a fair value of $1,864,159 determined by the closing price per share of our common stock of $4.02 to our non-employee directors for annual director services for the period from January 1, 2023and forward through March 31, 2026,pursuant to the shareholder approved Comstock Inc.2020 and2022* Equity Incentive Plans, for services rendered. All of our non-employee directors elected to take their previously earned and accrued compensation for all of these previous years services in common shares and also agreed to increase the ownership guidelines for owning and holding the Company’s common shares. The stock-based compensation for these professional services will be paid quarterly going forward (see Note9).

On* November 21, 2025,the Company entered into an At the Market Offering Agreement (“2025* Titan ATM Agreement”) with Titan Partners to offer and sell registered shares of common stock of the Company at an aggregate offering price of up to $100 million from time to time, at our option, on terms we deem favorable. In2026, the Company issued 872,838 registered shares of common stock to Titan Partners for an aggregate sales price of $3,479,181 at an average price per share of $3.99. In2025, the Company issued 589,243 registered shares of common stock to Titan Partners for an aggregate sales price of $2,221,513 at an average price per share of $3.77. At* September 30, 2026*, the2025 Titan ATM Agreement has $94.2 million remaining capacity.

2025 Issuances - For thenine-months ended September 30, 2025**

On* August 12, 2025,the Company announced a Confidentially Marketed Public Offering (“CMPO”) with Titan Partners. The Company raised $30 million in gross proceeds before underwriting discounts and commissions and other offering expenses. On August 14, 2025,the Company issued 13,333,334 registered shares of its common stock at a price of $2.25 per share for $30,000,002 and received net proceeds of $27,640,001 pursuant to the equity offering on August 12, 2025.On September 11, 2025,Titan Partners exercised their over-allotment option and on September 15, 2025,the Company issued an additional 2,000,000 registered shares of its common stock at a price of $2.25 per share for $4,500,000 and received net proceeds of $4,170,000. On August 12, 2025,pursuant to the CMPO, the Company entered into underwriter purchase warrants with various parties and issued 933,334 warrants with an issue date of August 14, 2025,initial exercise date of February 8, 2026and expiration date of August 12, 2030with an exercise price of $2.58. On September 15, 2025,pursuant to the overallotment option, the Company entered into underwriter purchase warrants with various parties and issued 140,000 warrants with an issue date of September 15, 2025,initial exercise date of February 8, 2026and expiration date of August 12, 2030*with an exercise price of $2.58.

On* February 3, 2025,the Company issued 66,035 registered shares of its common stock for debt-issuance costs equal to 3% of the principal amount of the2025* Kips Bay Note with a fair value of*$319,149.*

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Issuance of Unregistered Shares of Common Stock

No unregistered shares of common stock were issued for thenine-months ended* September 30, 2026*.

2025 Issuances*- For thenine-months ended* September 30, 2025**

Noncontrolling Interest

As of* September 30, 2026*, the liquidation preference of the Company’s Series1 Convertible Preferred Shares exceeded Bioleum’s net assets, resulting in substantially all of Bioleum’s losses being attributed to the Company.

On* February 23, 2026,holders of a majority of all the issued and outstanding convertible preferred stock of Bioleum authorized amended and restated articles of incorporation for Bioleum that (a) modified certain provisions of the articles that holders that made the Series2* Preferred Stock that provided that the Series2 Preferred Stock would convert into20% of the as-converted common shares outstanding at all times prior to a Qualifying IPO or Deemed Liquidation Event (each as defined in such articles of incorporation), effectively eliminating the anti-dilution protection, and (b) removed the restriction prohibiting the conversion of the Company's Series1 Preferred Stock into more than9.9% of the as-converted common shares outstanding, effectively restoring all of the Company's voting rights. Management evaluated the amendment and determined that it represented a modification as opposed to an extinguishment of the existing preferred stock; accordingly,no gain or loss was recognized and the carrying amounts of the Series1 and Series2 Preferred Stock werenot adjusted. The Company considered its consolidation conclusion and determined that Bioleum continues to be consolidated on the same basis as previously reported and the modifications didnot constitute a reconsideration event.

Warrants

The following table summarizes warrant activity for the year ended* December 31, 2025,and thenine*-months ended* September 30, 2026*.

The following table summarizes warrants outstanding at* September 30, 2026*:

On* May 15, 2026,*the Company issued a total of 38,369 shares of common stock of the Company for the cashless exercise of 214,666 warrants held by an affiliate of Titan Partners.

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NOTE11 STOCK-BASED COMPENSATION

On* May 28, 2026,the Company adopted a newthree*-year, equity-based incentive plan (the*“2026* Equity Incentive Plan”), which was approved by the Board of Directors and the shareholders of the Company. The2026 Equity Incentive Plan is a long-term, equity-based incentive plan that allows for the issuance of stock-based compensation grants to key management, employees, directors, and consultants of the Company and its subsidiaries. To date, the Company has granted RSUs and PSUs (together, the “Awards”) under the2026 Equity Incentive Plan. The RSUs generally vest based on continued service, while the PSUs contain service and market-performance-based vesting conditions, with vesting and payout dependent on the achievement of specified traded share price targets over the applicable performance period.

The maximum aggregate number of shares of the Company’s common stock approved and authorized for issuance under the2026 Equity Incentive Plan is 7,500,000 shares, plus the number of shares that become available for future issuance as a result of the forfeiture, cancellation, expiration or reacquisition of awards granted under the2026 Equity Incentive Plan, and Comstock Inc.'s2022 and2020 Equity Incentive Plans. As of* September 30, 2026*,4,948,529 shares remained available for issuance under the2026 Equity Incentive Plan. The Company reflects the shares of common stock awarded as issued and outstanding shares when they have both vested and delivered to the individual.

Restricted Stock Units (“RSUs”)

One-third of the2026 grants consist of time-based RSU awards that generally vest annually over athree-year service period. Awards are subject to risk of forfeiture until vested by virtue of continued Company employment or service.

The following is a summary of RSU activity during the period ended* September 30, 2026*:

For thethree andnine-months ended* September 30, 2026*, the Company recorded a total stock‑based compensation expense of $227,212 and $267,130, respectively, related to RSUs awarded to employees. As of* September 30, 2026*, total stock-based compensation expensenot yet recognized related to unvested RSUs was $2,581,072, which is expected to be recognized over a weighted-average period of 2.75 years.

Performance Stock Units (“PSUs”)

Two-thirds of the2026 grants are performance-based awards that are subject to the achievement of specified stock price performance conditions over defined periods, designed to reward appreciation measured relative to the Company’s stock price at grant. The number of units that* may*be earned varies based on the extent to which the Company’s stock price meets or exceeds pre-established thresholds, with the potential for above-target payouts upon achievement of higher stock price levels. These awards are also subject to continued service through the vesting dates.

The equity target appreciations for the base PSUs of theprice per share of our common stockare $6.00, $8.00, and $10.00 as of* June 30, 2027,** June 30, 2028,** June 30, 2029,respectively. The equity target appreciations for the enhanced PSUs of theprice per share of our common stockare $7.00, $9.00, and $11.00 as of June 30, 2027,** June 30, 2028,** June 30, 2029,*respectively.

The following is a summary of the PSU activity during the period ended* September 30, 2026*:

For thethree andnine-months ended* September 30, 2026*, the Company recorded a total stock‑based compensation expense of $440,730 and $517,378, respectively, related to PSUs awarded to employees. As of* September 30, 2026*, total stock-based compensation expensenot yet recognized related to unvested PSUs was $5,215,550, which is expected to be recognized over a weighted-average period of 3.0 years.

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The fair value of the PSU is estimated using a Monte Carlo Simulation to address the path-dependent nature of the market-based vesting conditions. Based on the award term, equity value, expected volatility, risk-free rate, and a series of random variables with a normal distribution, the future equity values were simulated. Each trial within the simulation includes assumptions of achieving a per share valuation level of the Company’s common stock to estimate whether the market-based conditions would be met and result in vesting ornot, and the future value of the award.

For thenine-months ended* September 30, 2026*, the key inputs and assumptions used in the valuation of the PSUs were as follows:

NOTE12 FAIR VALUE MEASUREMENTS

The following presents our assets and liabilities measured at fair value on a recurring basis at* September 30, 2026*:

The following presents our assets and liabilities measured at fair value on a recurring basis at* December 31, 2025*:

VALUATION METHODOLOGIES

The following are descriptions of the valuation methodologies used for the Company's financial instruments measured at fair value on a recurring basis and the general classification of such instruments pursuant to the valuation hierarchy.

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Derivatives

The Company has several derivatives associated with its common stock including make-whole commitments and debt conversion options. The following tables present changes in our derivative assets and liabilities for thethree andnine-months ended* September 30, 2026and2025*, measured at fair value:

At* September 30, 2026* and* December 31, 2025*, the fair value of the derivative assets (Georges Trust, Alvin Fund) and derivative liability (Flux Photon) were based on a trading price of the Company’s shares of $2.32, and $3.76, respectively. At* September 30, 2025*, fair value of the derivative assets (Georges Trust and Alvin Fund) and derivative liability (Flux Photon) were based on a trading price of the Company’s shares of $3.42.

Georges Trust Derivative Instrument

On* August 13, 2025,pursuant to that certain promissory note amendment, dated April 22, 2024,*between GHF Inc. and the Company, the Company issued 1,500,000 shares of its common stock to Georges Trust with a fair value of $4,755,000 determined by the closing price per share of our common stock of $3.17. If and to the extent that the sale of the shares results in net proceeds greater than $4,653,886, then Georges Trust is required to pay all of such excess proceeds back to the Company. If and to the extent that the sale of the shares results in net proceeds less than $4,653,886, then the Company is required to pay Georges Trust equal to such shortfall. Pursuant to the amendment, a true up provision was recognized as a derivative asset in the amount of $101,114 on the date of the amendment.

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On* March 30, 2026,the Company and the Georges Trust entered into a Second Note Amendment Agreement (the “Second Amendment”), pursuant to which the parties agreed to extend the date by which the Company is required to pay any remaining balance due under the Note from April 15, 2026,to July 15, 2026and increased the total consideration to $4,782,886. During thenine*-months ended* September 30, 2026*, the Company paid Georges Trust $129,000 which resulted in a decrease in contractual stock consideration. During thenine-months ended* September 30, 2026*, the Company recorded a loss of $821,162 for the change in the fair value of the derivative.

In thesecond quarter of2026, Georges Trust sold 1,500,000 shares of the Company's stock for net proceeds of $4,834,429. The Company received cash of $508,952 representing cash from the sale of the common shares in excess of amounts owed. The derivative asset was classified within Level2 of the fair value hierarchy.

At* June 30, 2026,*the Company fulfilled its commitment on the make-whole provision and the derivative liability.

Alvin Fund Derivative Instruments

On* August 12, 2025,pursuant to that certain short-term promissory note, the Company issued 1,400,000 shares of its common stock to Alvin Fund with a fair value of $4,438,000 determined by the closing price per share of our common stock of $3.17. If and to the extent that the sale of the shares results in net proceeds greater than $4,504,318, then Alvin Fund is required to pay all of such excess proceeds to the Company. If and to the extent that the sale of the shares results in net proceeds less than $4,504,318, then the Company is required to pay Alvin Fund equal to such shortfall. Pursuant to the amendment, a true up provision was recognized as a derivative liability in the amount of $66,318 on the date of the amendment. During thenine*-months ended* September 30, 2026*, the Company recorded a gain of $471,985 for the change in the fair value of the derivative.

In thefirst quarter of2026, Alvin Fund sold 1,400,000 shares of the Company's stock for net proceeds of $5,592,009. The Company received cash of $1,231,667 representing cash from the sale of the common shares in excess of amounts owed. The derivative asset was classified within Level2 of the fair value hierarchy.

At* March 31, 2026,*the Company fulfilled its commitment on the make-whole provision and the derivative liability.

Flux Photon Instrument

On* April 6, 2026,the Company issued Flux Photon 1,750,000 shares of common stock of the Company with a fair value of $6,055,000 determined by the closing price per share of our common stock of $3.46, to settle the remaining obligations of the Earn Out of $5,273,813 (see Notes10* and16). If and to the extent that the sale of the shares results in net proceeds greater than $5,273,813, then Flux Photon is required to pay all of such excess proceeds to the Company. If and to the extent that the sale of the shares results in net proceeds less than $5,273,813, then the Company is required to pay Flux Photon equal to such shortfall. On* April 6, 2026,the Company recognized a true up provision as a derivative asset in the amount of $781,187. During thethree* andnine-months ended* September 30, 2026*, the Company recorded a loss of $3,104,000 and $1,879,000, respectively, for the change in the fair value of the derivative. At* September 30, 2026*, Flux Photon holds 1,550,000 shares of the Company's stock. The derivative liability was classified within Level2 of the fair value hierarchy.

Mackay Gold & Silver Corp. Investment

In connection with the sale of the mining entities, the Company received 2.0 million common shares of restricted common stock from Mackay Parent with an initial fair value of $4,380,000 (see Note2). The fair value of our investment in common shares of Mackay Parent was based on the closing price per share of the stock (TSXV: MACK, OTCQB: MKGSF) of $2.19 on* August 21, 2026.At September 30, 2026*, the Company held 2.0 million common shares of Mackay Parent with a fair value of $4,120,000 and the fair value of the common shares were based on the $2.06 closing share price. For thethree andnine-months ended* September 30, 2026*, the Company recognized an unrealized loss of$260,000 in loss on investments in the condensed consolidated statements of operations (see Note3). The Mackay Parent investment was recorded at fair value and was classified as a Level1 of the fair value hierarchy.

Marathon SAFE Note Instrument

On* February 28, 2025,a wholly owned subsidiary of the Company entered into a series of definitive agreements for acquiring the former assets of Virent from Marathon, which have been since been assigned to Bioleum and involve the purchase of Bioleum equity by Marathon as part of Bioleum’s planned Series A Financing (see Note9*).

As of* February 28, 2025,the Company recognized the Marathon SAFE Note liability of $12.0 million on the condensed consolidated balance sheets in connection with the agreement with Virent and elected to account the Marathon SAFE Note liability under the fair value option. The Marathon SAFE Note liability was estimated with assistance fromthird*-party valuation specialists and valued using a probability weighted present value of the Marathon SAFE Note with the discount factor based on published venture capital rate of returns of 35% and a discounting period range of 0.25 to 0.84 years. At* September 30, 2026*, the fair value of the Marathon SAFE Note liability was estimated at $10.9 million and valued using a probability weighted present value of the Marathon SAFE Note with the discount factor based on published venture capital rate of returns of 35% and a discounting period range of 0.50 to 1.0 years. The Marathon SAFE Note was classified as a Level3 of the fair value hierarchy.

For thenine-months ended* September 30, 2026*, the range of variables used to calculate the original fair value of the Marathon SAFE Note and the fair value on the dates of conversion are as follows.

For thenine-months ended* September 30, 2025*, the range of variables used to calculate the original fair value of the Marathon SAFE Note and the fair value on the dates of conversion are as follows.

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Great Basin Guaranty

On* March 31, 2026,the Company and Great Basin executed the Great Basin Guaranty (see Note9*). As of* September 30, 2026*, the Company recorded a guarantee liability of $475,000 and a corresponding guarantee long-term asset, measured at fair value at the time the guaranty was executed, on the condensed consolidated balance sheets. The Great Basin Guaranty liability was estimated with the assistance ofthird-party valuation specialists and valued using a Probability‑Weighted Expected Return Method (“PWERM”), which considers multiple discrete future outcomes and probability‑weights the expected discounted cash flow approach associated with each scenario using a probability weighted present value with the discount factor based on published venture capital rate of returns of 35%. The scenarios used in the valuation included a base case, late failure case and early failure case with probabilities of95%, 4% and1%, respectively, with each case scenario reflecting the surety payments anticipated and anticipated repayments. The Great Basin Guaranty liability was recorded at fair value upon execution of the guaranty agreement and was classified as a Level3 of the fair value hierarchy.

Other Financial Instruments

At* September 30, 2026*, the carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity of these instruments. The carrying amounts of restricted cash, which is held in an interest-bearing escrow account (see Note9), and the reclamation bond deposit approximate fair value because they are held in cash or cash equivalents. The Mackay long-term receivable and the Flux Photon payable are recorded at their discounted present values (see Notes2 and16). Their carrying amounts approximate fair value because there has beenno significant change in market interest rates since they were recorded.

NOTE13 DEFERRED REVENUE

Recycling service revenue is deferred upon receipt of the photovoltaic panels from the customers and recognized upon completion of the services and the issuance of a certificate of destruction. The price for services is separately identifiable within each contract. Comstock Metals bills for recycling fees of which represents fees for recycling services that havenot yet been completed and are recognized as deferred revenue.

Comstock Metals deferred revenue activity for thenine-months ended* September 30, 2026* and for the year ended* December 31, 2025* is as follows:

Oklahoma Grant

On* December 11, 2024,the Company was granted an award of $3,000,000 (the “OKL Award”), pursuant to that Contract between the Oklahoma Department of Commerce and the Company for a contractual award from the Oklahoma Quick Action Closing Fund (the “Contract”). Through September 30, 2026*, the Company receivedtwo tranches of $1,000,000 each upon meeting the followingtwo conditions:

The Contract also provided for athird condition of $1,000,000 upon the Company spending at least $5.0 million towards engineering, machinery, and/or materials to be installed and/or used at the Oklahoma facility, which condition was required to be met by* March 31, 2026.Since the Company hasnot* incurred the required $5.0 million of qualifying expenditures by* March 31, 2026,thethird* tranche wasnot earned, and the maximum amount receivable under the OKL Award is $2.0 million. The OKL Award must be used for purposes of economic development and related infrastructure development. The Award requires certain ongoing conditions to be met, including without limitation, creation of 45 jobs, with an average salary of $80,000 per person, $160 million of total investments, maintenance of headquarters by* March 31, 2026,with at leastten* jobs for a period of at leastten consecutive quartersno later than* December 31, 2030,and operation of a commercial demonstration biorefineryno* later than* December 31, 2031,otherwise the granted monies received would have to be repaid. In2025,* the Company met thefirst andsecond conditions of the OKL Award. On* January 20, 2026,the Company received $1,000,000 from the Department of Commerce for thesecond* condition of the OKL Award.

Balances of Deferred Revenue at* September 30, 2026* and* December 31, 2025* are comprised of the following:

For thethree-months ended* September 30, 2026and September 30, 2025*, the Company recognized grant income of $16,664 and $12,501, respectively, inother income (expense) in the condensed consolidated statement of operations. For thenine-months ended* September 30, 2026and2025*, the Company recognized grant income of $50,006 and $29,167, respectively. As of* September 30, 2026* and* December 31, 2025*, the Company recorded$0 and $1,000,000, respectively, in accounts receivable on the condensed consolidated financial statements.

NOTE14 NET INCOME (LOSS) PER COMMON SHARE

Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. For thethree andnine-months ended* September 30, 2026and2025*, all common stock equivalent shares, which is limited to outstanding warrants, RSUs and PSUs, are antidilutive (see Note10 and11).

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The following presents the antidilutive warrants, RSUs and PSUs for thethree andnine-months ended* September 30, 2026and2025*:

NOTE15 SEGMENT REPORTING

We have the following segments and reporting units: Metals, Fuels, Strategic Investments and Corporate. On* August 21, 2026,we completed the sale of our former mining entities andno* longer report a Mining Segment. Historical results of the former Mining segment are presented below for the periods prior to the sale (see Note2).

Summarized financial information for our reportable segments is provided below. For the Strategic Investments and Corporate Segments, our chief operating decision maker (“CODM”) is our chief executive officer. For the Metals segment, our CODM is the President of Comstock Metals (“Metals President”). For our Fuels Segment, our CODM is the President of Bioleum. For the former Mining segment, our CODM was our chief financial officer (see Note2).

The Company plans, executes and monitors each reporting segment with dedicated personnel responsible for each.

Our Metals Segment represents our business for the recycling of electrification products, primarily solar panels, into critical metals and other materials. Our Fuels Segment represents our business for growing lignocellulosic biomass and technologies for converting biomass into biointermediates and renewable fuels. Our Strategic Investments Segment includes our investments in SSOF and Green Li-ion and our Corporate Segment includes all other assets and general corporate costs. Our former Mining Segment included our gold and silver mining assets and related real estate (see Note2) and the revenue from the Mining Segment is from leasing mineral claims and other real estate.

The Company’s total revenue for thethree-months ended* September 30, 2026*, consisted of the following:

The Company’s total revenue for thethree-months ended* September 30, 2025*, consisted of the following:

The Company’s total revenue for thenine-months ended* September 30, 2026*, consisted of the following:

The Company’s total revenue for thenine-months ended* September 30, 2025*, consisted of the following:

For thenine-months ended* September 30, 2026*, two customers, Atlantic Iron & Metals and Illuminate, accounted for over10% of our revenues. For thenine-months ended* September 30, 2025*, one customer, RWE, accounted for over10% of our revenues. At* September 30, 2026*, three customers, Kiewit, Invenergy and Illuminate, each individually accounted for over10% of our accounts receivable balance. At* December 31, 2025,one customer, RWE, accounted for over10%* of our accounts receivable balance. Comstock Metals had deferred revenue of $2,099,851 at* December 31, 2025,billed an additional $2,770,689 to deferred revenue and recognized $320,380 of those amounts into revenue during thenine*-months ended* September 30, 2026*. Accordingly, Comstock Metals had $4,550,160 of deferred revenue representing fees billed for recycling services that havenot yet been processed andnot yet recognized as revenue at* September 30, 2026* (see Note13).

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NOTE16 RELATED PARTY TRANSACTIONS

The following related party transactions occurred during thenine-months ended* September 30, 2026and2025*.

TRANSACTIONS INVOLVING SIERRA SPRINGS OPPORTUNITY FUND, INC.

At* December 31, 2025,*the Company had advances to SSOF of $9,400,000.

During thethree-months ended* March 31, 2026,the Company advanced an additional $5,750,000. On March 26, 2026,all advances, totaling $15,150,000 were contributed in exchange for 23,307,692 shares of SSOF common stock at $0.65 per share. On April 30, 2026,the Company converted accrued interest from advances of $237,415 to 365,255 additional shares of SSOF common stock at $0.65 per share. As of September 30, 2026*, the Company subscribed to and invested an additional $13,640,000 for 20,984,615 additional shares of SSOF common stock at $0.65 per share. These investments increased the Company's ownership to 47.63% (see Notes3 and4).

At* September 30, 2026* and* December 31, 2025*, the Company owns 55,893,673 and 11,236,111, respectively, in SSOF shares of common stock, representing an ownership of 47.63% and 16.99%, respectively, on a fully diluted, if converted basis. SSOF is a qualified opportunity zone fund, which owns 100% of Sierra Springs Enterprises Inc. (“SSE”), a qualified opportunity zone business (see also Notes3 and4). SSE and its subsidiaries own or control over 2,200 acres of land, leased manufacturing facilities, significant junior and other water rights, sewer rights and owns and operates SCP and the Silver Springs Regional Airport LLC.

The Company's chief executive officer co-founded SSOF and SSE, and serves as the principal executive officer of SSOF and as an executive of SSE along with a diverse team of qualified financial, capital markets, and real estate professionals that together govern, lead and manage SSOF and SSE. Our chief executive officer andtwo of our directors have separately invested $525,000 into SSOF consisting of 6,645,871 voting shares of SSOF which represents 5.66% of the total as converted SSOF shares of common stock.

In thethird quarter of2026, the Company committed to explore a sale of certain industrial and commercial land and water rights located in Lyon County, Nevada. These assets are held bytwo wholly owned subsidiaries of the Company and the Company is exploring monetizing these assets are through an asset exchange,not a cash sale. The Company would transfer its ownership interest in these entities and in return, would receive SSOF’s ownership interests in the entities that own the600 and800 Lake properties in Silver Springs, Nevada, plus additional equity in SSOF, who then plans on exploring monetization of the aggregated powered land portfolio. The Company currently leases the600 and800 Lake properties from SSOF affiliates for its Metals operations (see Note8). SSOF is a related party of the Company (see Note16).

The Company expects any exchange to close in thefourth quarter of2026. The wholly owned subsidiaries of the Company holdno assets other than the land and water rights and haveno third party liabilities.

The Company's chief executive officer hasnot received compensation from either SSOF or SSE.

TRANSACTIONS INVOLVING FLUX PHOTON

On* September 7, 2021,the Company entered into an asset purchase agreement with Flux Photon, as amended on December 10, 2021,** December 28, 2023and May 21, 2025 (as amended, the “FPC Asset Purchase Agreement”), pursuant to which the Company acquired certain intellectual property and related photocatalysis laboratory equipment (the “Flux Photon Assets”). The Company's former chief technology officer, former director of the Company and former chief executive officer of Bioleum, is also the owner of100%* of the outstanding common stock of Flux Photon and as such was the indirect beneficiary of all payments made to Flux Photon pursuant to the FPC Asset Purchase Agreement. Additional information regarding the FPC Asset Purchase Agreement is included in Note21 to the consolidated financial statements in our Annual Report on Form10-K for the fiscal year ended* December 31, 2025.*

Payable to Flux Photon (see Note7*)*

Pursuant to the2025 FPC Asset Purchase Agreement Amendment, the Company is required to pay an additional$6,050,000 cash commitment to Flux Photon for the remaining Earn Out due on the FPC Asset Purchase Agreement. A portion of this remaining obligation to be paid by either the Company, at a rate equal to $120,000 per month for18 months, and $60,000 per month thereafter, or Bioleum, at a rate of 2% of financing raised by itself, until such time as the entire remaining amount is paid in full settlement of the remaining Earn Out by both the Company and Bioleum. As of* September 30, 2026* and* December 31, 2025,the Company has paid $2,200,000 and $1,000,000, respectively, directly toward that obligation with the remaining $3,850,000 required to satisfy the Flux Photon cash obligation. Since the payments arenot* interest bearing, the Company calculated the implied interest of $1,581,383 on the future cash payments using an implied interest rate of 9.76% which was recognized as a discount on the obligation of $6,050,000 to be recognized over the payment term. As of* September 30, 2026*, the liability has a balance of $2,918,285, net of imputed interest, consisting of a short-term payable of $570,961 (see Note7) and long-term payable of $2,347,324 in Flux Photon payable in the condensed consolidated balance sheet for future payments due under the2025 FPC Asset Purchase Agreement Amendment. For thethree-months ended* September 30, 2026and2025*, the Company recognized interest expense of $100,683 and $136,119, respectively, which represents the amortization of the discount that was recognized on the date of the agreement since the payable associated with the commitment is non-interest bearing. For thenine-months ended* September 30, 2026and2025*, the Company recognized interest expense of $319,953 and $197,641, respectively.

BIOLEUM FOUNDERS SHARES

On* May 22, 2025,Bioleum issued 2.0 million Series2* Convertible Preferred Shares to theeleven foundational Bioleum leaders (the “Founder’s Group”) in exchange for the assignment of developed technologies. A member of the Founders Group is an immediate family member of the Company's chief executive officer. Additionally, the Founder’s Group includedtwo former officers of the Company andone former officer and director of the Company (see Note9).

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TRANSACTIONS INVOLVING COMSTOCK METALS

In2023, the Company acquired a metal recycling furnace from the Metals President for a $375,000 payable from a portion of future excess cash flows. As of* September 30, 2026*, and* December 31, 2025*, the furnace is included in property, plant, and equipment, net, and the related obligation is recorded in other long-term liabilities. For thethree-months ended* September 30, 2026and2025*, the Company recognized depreciation expense of $4,688 on the furnace. For thenine-months ended* September 30, 2026and2025*, the Company recognized depreciation expense of $14,064 on the furnace.

On* December 22, 2025,Comstock Metals, a wholly owned subsidiary of the Company, entered into a Profit Interest Award Agreement with the Metals President. Pursuant to the agreement, all units vest on achieving a performance condition for the sale and/or liquidation of Comstock Metals if the Metals President remains employed through December 22, 2030.As of September 30, 2026*,no expense has been recognized since the performance condition isnot probable.

TRANSACTIONS INVOLVING COMSTOCK METALS AND SSOF

SCP, a wholly owned subsidiary of SSE, owns the demonstration buildings at600 Lake Avenue, Silver Springs, Nevada that Comstock Metals leased on* August 15, 2023.SCP also owns a second, industrial scale building at600* Lake Avenue, Silver Springs, Nevada that Comstock Metals leased on* July 1, 2024 (see Note8*). Downtown Silver Springs II LLC (“DTSSII), another wholly owned subsidiary of SSE, owns the land at800 Lake Avenue, Silver Springs, Nevada that Comstock Metals leased on* November 1, 2025 (see Note8*). The Company's chief executive officer is an executive and director of SCP and DTSSII.

NOTE17 SUBSEQUENT EVENTS

On* October 1, 2026and October 9, 2026,*the Company invested an additional $1,500,000 for 2,307,692 additional shares of SSOF common stock at $0.65 per share increasing our ownership to 48.64%. The proceeds were immediately used by SSE to purchase contiguous lands in Silver Springs, Nevada.

On* October 9, 2026,the Company deposited $2.0 million into the escrow for the Great Basin Guaranty (see Note9*).

On* November 4, 2026,the Company issued a press release announcing that the Company’s Board of Directors authorized a share repurchase program (the “Program”), inter alia. pursuant to which the Company may,from time to time, purchase shares of its common stock for an aggregate repurchasenot* to exceed 15,000,000 shares, representing approximately 19.7% of its presently issued and outstanding common stock. The manner, timing, price and volume of repurchases will be determined by the Company at its discretion, subject to market conditions, relevant securities laws and other factors. All common stock repurchased by the Company will become treasury stock. The Program* maybe modified, suspended or discontinued at any time. The Program doesnot* obligate the Company to purchase any particular number of shares, and there isno guarantee as to the exact number of shares to be repurchased by the Company, if any.

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