Eightco Holdings Inc.

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

As used herein, “Eightco,” “we,” “us,” “our,” and the “Company” refer to Eightco Holdings Inc., a Delaware corporation, and its consolidated subsidiaries. The Company was originally incorporated on September 21, 2021 under the laws of the State of Nevada and converted to a Delaware corporation on March 9, 2022 pursuant to a plan of conversion with its former parent, Vinco Ventures, Inc. (“Vinco” or the “Former Parent”).

Operating Structure and Recent Changes

Historically, the Company operated multiple business lines, including:

The Company has since exited its non-core operations. Forever 8 now represents the Company’s sole operating business.

Forever 8, acquired on October 1, 2022, provides inventory funding and purchasing services to e-commerce retailers and remains the Company’s core operating platform.

On April 7, 2025, the Company completed the sale of the assets comprising its Corrugated Packaging Business. All operations related to this business ceased as of that date. The Company previously completed its wind-down of Web3 and BTC mining hardware sales activities and does not intend to resume revenue-generating operations in that area.

Adoption of Digital Asset Treasury Strategy

On September 8, 2025, the Company’s Board of Directors approved a Digital Asset Treasury (“DAT”) Strategy under which the Company deploys a portion of its excess liquidity, operating cash flows, and capital from financing activities into digital assets as part of its long-term capital allocation framework.

Under this strategy, the Company holds various digital assets, including Worldcoin (WLD), Ethereum (ETH), and USD denominated stablecoins for treasury, liquidity management, and strategic investment purposes. The Company does not currently generate revenue from its digital asset holdings. Digital assets are custodied with institutional third-party providers, including Kraken, Coinbase, and FalconX.

The Company adopted ASU 2023-08 effective January 1, 2025. Eligible digital assets are measured at fair value with changes recognized in net income.

Corporate Organization

As of December 31, 2025, Eightco had the following wholly-owned subsidiaries:

Forever 8’s wholly owned foreign subsidiaries:

In addition, the Company owns 51% of CW Machines, LLC, which continues to be consolidated under the voting interest entity model. Under that model, control is presumed based on majority voting interests unless noncontrolling shareholders possess substantive participating rights.

Separation from Former Parent

On June 30, 2022, the Company completed its previously announced separation from Vinco (the “Separation”). Prior to the Separation, Vinco contributed the assets and legal entities comprising the Company’s historical businesses to Eightco. Following the Separation, the Company became an independent, publicly traded company.

Common Control Transactions

On March 29, 2022, the Former Parent transferred ownership of Ferguson Containers to the Company in a transaction between entities under common control. As a result, the consolidated financial statements reflect Ferguson Containers and other contributed entities as if they had been owned by the Company for all periods presented. Assets and liabilities were recorded at historical carrying values, and equity reflects the equity of Eightco.

Basis of Presentation.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Eightco Holdings Inc. and its wholly-owned subsidiaries.

The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

*Reverse Stock Split:*On April 3, 2023, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of Delaware (1) to effect a 1-for-50 reverse stock split of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), either issued and outstanding or held by the Company as treasury stock (the “2023 Reverse Stock Split”) and (2) to change the name of the Company from “Cryptyde, Inc.” to “Eightco Holdings Inc.” (the “Name Change”). On August 8, 2024, the Company filed another amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate a 1-for-5 reverse stock split if its Common Stock (the “2024 Reverse Stock Split” and together with the 2023 Reverse Stock Split, the “Reverse Stock Splits”). All share, equity award, and per share amounts contained in the consolidated financial statements have been adjusted to reflect the Reverse Stock Splits for all prior periods presented.

*Use of Estimates.*The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. The Company’s significant estimates used in these consolidated financial statements include, but are not limited to, revenue recognition and the determination of the economic useful life of depreciable property and equipment. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.

Business Combinations. For business combinations that meet the accounting definition of a business, the Company determines and allocates the purchase price of an acquired company to the tangible and intangible assets acquired, the liabilities assumed, and noncontrolling interest, if applicable, as of the date of acquisition at fair value. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two. In the discounted cash flow method, estimated future cash flows are based on management’s expectations for the future. Revenues and costs of the acquired companies are included in the Company’s operating results from the date of acquisition. The Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, and these estimates and assumptions are inherently uncertain and subject to refinement during the measurement period not to exceed one year from the acquisition date. As a result, any adjustment identified subsequent to the measurement period is included in operating results in the period in which the amount is determined (See Note 3 – Acquisitions).

Discontinued Operations. A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. The results of discontinued operations are aggregated and presented separately in the Consolidated Statement of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheet, including the comparative prior year period. The Company’s cash flows are reflected as cash flows from discontinued operations within the Company’s Consolidated Statements of Cash Flows for each period presented.

Cash and Cash Equivalents. The Company considers all highly liquid, short-term investments with original maturities of three months or less when purchased to be cash equivalents.

Digital Assets*.*Digital assets consist primarily of cryptocurrencies and other crypto-tokens held for treasury, investment, and operational purposes. Effective January 1, 2025, the Company adopted ASU 2023-08,Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60). Under this guidance, eligible crypto assets are measured at fair value at each reporting date, with changes in fair value recognized in net income in the period incurred. Digital assets are presented separately on the condensed consolidated balance sheets as “Digital assets, at fair value.” Gains and losses on dispositions of digital assets are recognized in earnings and are determined using the specific identification method.

Digital assets expected to be converted into cash or used to fund operations within twelve months are classified as current assets, with all other digital assets classified as noncurrent.

Accounts Receivable. Accounts receivable are carried at their contractual amounts, less an estimated allowance for credit losses. Management estimates the allowance for credit losses using a loss-rate approach based on historical loss information, adjusted for management’s expectations about current and future economic conditions, as the basis to determine expected credit losses. Management exercises significant judgment in determining expected credit losses. Key inputs include macroeconomic factors, industry trends, the creditworthiness of counterparties, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Management believes that the composition of receivables at year-end is consistent with historical conditions as credit terms and practices and the client base has not changed significantly. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for credit losses only after all collection attempts have been exhausted. The allowance for credit losses was $60,000 and $67,350 as of December 31, 2025 and 2024, respectively. There were two customers who represented 63% and 36% of total accounts receivable as of December 31, 2025, respectively.

Inventories. Inventory is recorded at the lower of cost or net realizable value on a first-in, first-out basis. The Company reduces the carrying value of inventories for those items that are potentially excess, obsolete, or slow moving based on a review of recent sales trends and expected future demand.

Property and Equipment. Property and equipment are stated at cost, net of accumulated depreciation and amortization, which is recorded commencing at the in-service date using the straight-line method over the estimated useful lives of the assets, as follows:3 to 5 years for office equipment,5 to 7 years for furniture and fixtures,6 to 10 years for machinery and equipment,10 to 15 years for building improvements,5 years for software,5 years for molds,5 to 7 years for vehicles and 40 years for buildings. When fixed assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the statements of comprehensive loss for the respective period. Minor additions and repairs are expensed in the period incurred. Major additions and repairs which extend the useful life of existing assets are capitalized and depreciated using the straight-line method over their remaining estimated useful lives.

Intangible Assets and Long-lived Assets*.* The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets using undiscounted cash flows. If an asset is found to be impaired, the amount recognized for impairment is equal to the difference between the carrying value and the asset’s fair value. During the years ended December 31, 2025 and 2024, the Company did not record any impairment charges related to long lived assets, respectively. The Company records intangible assets based on their fair value on the date of acquisition. Intangible assets include the cost of developed technology, customer relationships, trademarks and tradenames. Intangible assets are amortized utilizing the straight-line method over their remaining economic useful lives, as follows:10 years for developed technology,7 years for customer relationships and 7 years for trademarks and tradenames. The Company reviews long-lived assets and intangible assets for potential impairment annually and when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss is recorded equal to the excess of the asset’s carrying value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. In the event that management decides to no longer allocate resources to an asset, an impairment loss equal to the remaining carrying value of the asset is recorded. During the years ended December 31, 2025 and 2024, respectively, the Company recorded impairment charges related to intangibles assets in the amounts of $11,529,642 and $0, respectively.

*Goodwill.*Goodwill is recorded for the difference between the fair value of the purchase consideration over the fair value of the net identifiable tangible and intangible assets acquired. We perform an impairment assessment of goodwill on an annual basis as of December 31st, or whenever impairment indicators exist. In the absence of any impairment indicators, goodwill is assessed for impairment during the fourth quarter of each fiscal year. Judgments regarding the existence of impairment indicators are based on market conditions and operational performance of the business. We may assess our goodwill for impairment initially using a qualitative approach to determine whether it is more likely than not that the fair value of these assets is greater than their carrying value. When performing a qualitative test, we assess various factors including industry and market conditions, macroeconomic conditions and performance of our businesses. If the results of the qualitative assessment indicate that it is more likely than not that our goodwill and other indefinite-lived intangible assets are impaired, a quantitative impairment analysis would be performed to determine if impairment is required. We may also elect to perform a quantitative analysis of goodwill initially rather than using a qualitative approach. The impairment testing for goodwill is performed at the reporting unit level. The valuation methods used in the quantitative fair value assessment, discounted cash flow and market multiples method, requires our management to make certain assumptions and estimates regarding certain industry trends and future profitability of our reporting units. If the fair value of a reporting unit exceeds the related carrying value, the reporting unit’s goodwill is considered not to be impaired and no further testing is performed. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recorded for the difference. The valuation of goodwill is affected by, among other things, the Company’s business plan for the future and estimated results of future operations. Future events could cause the Company to conclude that impairment indicators exist, and, therefore, that goodwill may be impaired. During the years ended December 31, 2025 and 2024, respectively, the Company recorded impairment charges related to goodwill in the amounts of $22,324,588 and $0, respectively.

*Contingent Liabilities.*The Company, from time to time, may be involved in certain legal proceedings. Based upon consultation with outside counsel handling its defense in these matters and the Company’s analysis of potential outcomes, if the Company determines that a loss arising from such matters is probable and can be reasonably estimated, an estimate of the contingent liability is recorded in its consolidated financial statements. If only a range of estimated loss can be determined, an amount within the range that, based on estimates, assumptions and judgments, reflects the most likely outcome, is recorded as a contingent liability in the consolidated financial statements. In situations where none of the estimates within the estimated range is a better estimate of probable loss than any other amount, the Company records the low end of the range. Any such accrual would be charged to expense in the appropriate period. Litigation expenses for these types of contingencies are recognized in the period in which the litigation services were provided.

*Warrants.*The Company evaluates warrants and other freestanding instruments to determine whether they should be classified as equity or as assets or liabilities in the consolidated balance sheets. Warrants that are freestanding financial instruments and are indexed to the Company’s own stock and meet the criteria for equity classification are recorded in equity at issuance and are not subsequently remeasured. Warrants that do not meet the criteria for equity classification are recorded as assets or liabilities at fair value upon issuance and remeasured to fair value at each reporting date, with changes in fair value recognized in earnings.

*Revenue Recognition.*In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, the Company recognizes revenue when it satisfies performance obligations, by transferring promised goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for fulfilling those performance obligations. Revenue for product sales is recognized upon receipt by the customer. There are no contract assets or contract liabilities and therefore no unsatisfied performance obligations. One customer represented 89% and 75% of total revenues for the year ended December 31, 2025 and 2024, respectively.

Disaggregation of Revenue. The Company’s primary revenue streams include the sale of consumer goods through our inventory management solutions business and the sale of corrugated packaging materials. There are no other material operations that were separately disaggregated for segment purposes.

Cost of Revenues. Cost of revenues includes freight charges, purchasing and receiving costs, depreciation and inspection costs.

Comprehensive income. The Company follows Accounting Standards Codification (“ASC”) 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Other comprehensive income is limited to foreign currency translation adjustments. Therefore, total comprehensive income includes net income (loss) and foreign currency translation adjustments.

*Foreign Currency Transactions and Translation.*Eightco’s functional currency is the United States Dollar (“USD”) and the Forever 8 subsidiaries have functional currencies in Euro (“EUR”), British Pound Sterling (“GBP”), and USD.

For the purpose of presenting these consolidated financial statements, the reporting currency is USD. Forever 8 assets and liabilities are expressed in USDs at the exchange rate on the balance sheet date, equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholders’ equity section of the balance sheets.

Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on translation of monetary items at period-end are included in statement of comprehensive loss.

For the years ended December 31, 2025 and 2024, approximately 92% and 84% of consolidated revenues were derived from customers located outside of the United States, respectively.

Exchange rates used for the translations are as follows:

*Earnings Per Share.*The Company follows ASC 260 when reporting Earnings Per Share (“EPS”) resulting in the presentation of basic and diluted earnings per share. Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

For the year ended December 31, 2025, the Company incurred a net loss and excluded common stock equivalents from diluted EPS as their effect would have been anti-dilutive. For the year ended December 31, 2024, the Company had net income and therefore included the dilutive effect of certain securities in its diluted EPS calculation.

The following is a reconciliation of the weighted average number of common shares outstanding used in calculating the basic and diluted net loss per share:

As of December 31, 2025 and 2024, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

Deferred Financing Costs. Deferred financing costs include debt discounts and debt issuance costs related to a recognized debt liability and are presented in the balance sheet as a direct deduction from the carrying value of the debt liability. Amortization of deferred financing costs are included as a component of interest expense. Deferred financing costs are amortized using the straight-line method over the term of the recognized debt liability which approximates the effective interest method.

*Income Taxes.*The Company accounts for income taxes under the provisions of the FASB ASC Topic 740 “Income Taxes” (“ASC Topic 740”). The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2025 and 2024. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of comprehensive income. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

Fair Value Measurements. The Company measures the fair value of certain financial and nonfinancial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

The Company applies this guidance in measuring the fair value of its digital assets and, when applicable, other assets and liabilities measured at fair value on a recurring or nonrecurring basis. The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable and other current liabilities approximate fair values due to the short-term nature of these instruments.

*Concentration of Credit Risks.*Financial instruments that potentially subject the Company to concentrations of credit risk are cash equivalents and accounts receivable. Cash and cash equivalents are invested in deposits with certain financial institutions and may, at times, exceed federally insured limits. The Company has not experienced any significant losses on its deposits of cash and cash equivalents. In regard to trade receivables, the Company performs ongoing evaluations of its customers’ financial condition as well as general economic conditions and, generally, requires no collateral from its customers.

*Recently Issued Accounting Pronouncements Adopted.*In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The amendments in this Update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted the guidance for the annual reporting period ended December 31, 2024. There was no impact on the Company’s reportable segments identified and additional required disclosures have been included in Note 21, Segment Reporting in the Notes to Consolidated Financial Statements.

In December 2023, the FASB also issued ASU 2023-08,Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which requires public entities to measure in-scope cryptocurrency assets at fair value in the statement of financial position, and to recognize gains and losses from changes in the fair value of cryptocurrency in net income each reporting period. ASU 2023-08 will also require entities to provide certain interim and annual disclosures with respect to their cryptocurrency holdings. The standard is effective for interim and annual periods beginning January 1, 2025, with a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period in which we adopt the guidance. The Company adopted ASU 2023-08 on January 1, 2025. Because the Company did not acquire cryptocurrency assets until September 2025, there was no cumulative-effect adjustment upon adoption; however, the guidance changed the Company’s accounting for such assets on a prospective basis.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 became effective for fiscal years beginning after December 15, 2024. These amendments are to be applied prospectively, with retrospective application permitted. The Company adopted ASU 2023-09 on January 1, 2025, on a prospective basis. The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements.

*Recently Issued Accounting Pronouncements Not Yet Adopted.*In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The standard also requires disclosure of qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.

The Company currently believes there are no other issued and notyet effective accounting standards that are materially relevant to its consolidated financial statements.

*Segment Reporting.*The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chairman and Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. As of December 31, 2025, the Company operates as one reportable segment.

Reclassifications. Certain prior period amounts have been reclassified to conform to the current period presentation, including amounts related to the Corrugated Packaging Business, which was classified as a discontinued operation as of December 31, 2025. These reclassifications had no impact on previously reported net income or stockholders’ equity.

3. ACQUISITIONS AND DIVESTITURES

Discontinued Operations

On November 22, 2024, Eightco Holdings Inc. (the “Company”) entered into an Asset Purchase Agreement (the “APA”) to sell substantially all of the assets of its wholly owned subsidiary, Ferguson Containers, Inc., to a New Jersey limited liability company controlled by certain management employees of the Corrugated Packaging Business (the “Buyers”). This sale was completed on April 7, 2025 with an effective date of April 1, 2025. The following summarizes the transaction:

As a result of the sale, the Company has classified the historical operations of Ferguson Containers as discontinued operations in the consolidated financial statements for all periods presented. Assets and liabilities associated with Ferguson Containers have been classified as “held for sale” as of December 31, 2024.

The following summarizes the components of the assets and liabilities from discontinued operations as of December 31, 2025 and December 31, 2024:

The following summarizes the components of cash flows from discontinued operations for the year ended December 31, 2025 and 2024:

As a result of this classification, prior period amounts have been reclassified to conform to the current period presentation.

4. RESTRUCTURING AND SEVERANCE

Restructuring and severance charges consist of the following for the years ended December 31, 2025 and 2024:

The changes in the carrying amount of restructuring and severance liabilities for the period from January 1, 2025 through December 31, 2025 consist of the following:

5. DIGITAL ASSETS

Digital assets consist of the following at December 31, 2025:

The Company’s digital assets are held with third-party custodians and institutional trading counterparties. These arrangements expose the Company to counterparty, concentration, and safeguarding risks, including technological, operational, and cybersecurity risks. The Company does not hold digital assets on behalf of third parties.

The changes in the carrying amount of digital assets for the period from January 1, 2025 through December 31, 2025 consist of the following:

The following table presents the Company’s digital asset holdings by token, including cost basis, fair value, and unrealized gains (losses) as of December 31, 2025. Unrealized gains (losses) represent the difference between the original cost basis and the fair value of each token as of the balance sheet date, based on the closing market price of each respective digital asset:

6. ACCOUNTS RECEIVABLE

Accounts receivable consist of the following at December 31, 2025 and December 31, 2024:

7. INVENTORIES

Inventories consist of the following at December 31, 2025 and 2024:

8. OTHER CURRENT ASSETS

Other current assets consist of the following at December 31, 2025 and 2024:

9. LOAN HELD-FOR-INVESTMENT

Loan held-for-investment consist of the following at December 31, 2025 and 2024:

Wattum Management Inc. is a non-controlling member of CW Machines, LLC, previously a related party, when CW Machines was doing business. The Wattum note is secured by assets of Wattum Management, Inc. The Wattum Management Inc. note is interest only with the entire principal balance due in October 2026.

Reichard Containers, LLC purchased the assets of Ferguson Containers, Inc. on April 7, 2025. The Reichard note is secured by assets of Reichard Containers, LLC. The Reichard note is due on April 2035 and with monthly payments of $32,693 for principal and interest.

Expected credit losses for loan held for investment are based on management’s assessment of credit risk associated with the loan, including consideration of factors such as the financial condition of the entity, historical payment behavior, and any collateral or guarantees provided. The Company determined it was not necessary to record an allowance for credit losses as of December 31, 2025 and 2024, respectively.

10. OTHER INVESTMENTS

Other investments consist of the Company’s minority equity investment in Mythical, Inc., a Delaware corporation (“Mythical”), a developer of blockchain-based video game ecosystems. In January 2025, the Company invested $999,999 to purchase Series D Preferred Stock of Mythical at a purchase price of $2.2193 per share pursuant to Mythical’s Series D Preferred Stock Purchase Agreement. The investment is carried at cost less any impairment, as the Company does not have the ability to exercise significant influence over Mythical’s operating and financial policies. As of December 31, 2025, the carrying value of the investment was $999,999.

The investment is accounted for as an equity security without a readily determinable fair value and is measured using the measurement alternative. Under this approach, the investment is recorded at cost, less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. The Company concluded that it does not have significant influence over Mythical’s operating or financial policies and, accordingly, the investment is not accounted for under the equity method. As of December 31, 2025, the carrying value of the investment was $999,999.

11. PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following at December 31, 2025 and December 31, 2024:

Depreciation and amortization expense was $40,385 and $174,443 for the years ended December 31, 2025 and 2024, respectively. The Company recorded an impairment charge of $0 and $292,748 for the years ended December 31, 2025 and 2024, respectively.

12. INTANGIBLE ASSETS, NET

Intangible assets consist of the following at December 31, 2025 and December 31, 2024:

Amortization expense was $2,298,572 and $2,280,229 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company determined that the remaining carrying value of its intangible assets was not recoverable due to a decision to limit funding of the Forever 8 business and the conclusion that the full carrying amount of the assets was unrecoverable. Accordingly, the Company recorded an impairment charge of $11,529,642 to write the intangible assets tozero, which is included in impairment expense on the consolidated statement of operations.

13. GOODWILL

The carrying amount of goodwill was $22,324,588 as of January 1, 2024 and remained unchanged through December 31, 2024. During the year ended December 31, 2025, the Company recognized a goodwill impairment charge of $22,324,588, which fully impaired the carrying amount of goodwill, primarily due to the Company’s intention to not invest additional capital funding into the Inventory Management Solution business to support recovery of the goodwill into the future. As of December 31, 2025, no goodwill remained on the consolidated balance sheets.

14. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following at December 31, 2025 and December 31, 2024:

15. DUE TO AND FROM FORMER PARENT

As of December 31, 2025, there were no amounts due to or from Former Parent. As of December 31, 2024, due to Former Parent consisted of net amounts due to Vinco Ventures, Inc. related to management fees and borrowings for working capital of $480,000. The outstanding balance was fully repaid during the year ended December 31, 2025.

16. LINES OF CREDIT

Principal due under the lines of credit was as follows at December 31, 2025 and December 31, 2024:

Interest expense under lines of credit was $1,273,109 and $698,030 for the years ended December 31, 2025 and 2024, respectively.

The lines of credit are collateralized by the inventory of the Company.

17. LINES OF CREDIT – RELATED PARTIES

Principal due under the lines of credit – related parties was as follows at December 31, 2025 and December 31, 2024:

Interest expense under lines of credit – related parties was $329,883 and $339,987 for the years ended December 31, 2025 and 2024, respectively.

The lines of credit – related parties are collateralized by the inventory of the Company.

18.CONVERTIBLE NOTE PAYABLE

During 2023, the Company had two senior secured convertible notes outstanding with an accredited investor (the “Note Investor”): a note issued in January 2022 with an original principal amount of $33,333,333 (the “January 2022 Note”) and a note issued in March 2023 with an original principal amount of $5,555,000 (the “March 2023 Note”). Both notes were issued at an original issue discount and included embedded conversion features and detachable warrants, which resulted in the recognition of significant debt discounts and warrant-related expenses in prior periods. The outstanding balance of $3,425,000 as of December 31, 2023 was repaid in full during the year ended December 31, 2024.

For the year ended December 31, 2024, interest expense under convertible notes payable was $277,750, of which $277,750 was related to amortization of the debt discount.

19.CONVERTIBLE NOTES PAYABLE – RELATED PARTIES

The convertible notes payable, related party were issued as part of consideration for the acquisition of Forever 8. The discount was calculated based on the fair value of the instrument as of October 1, 2022. Principal due under the convertible note payable – related parties was as follows at December 31, 2025 and December 31, 2024:

For the year ended December 31, 2025, interest expense under convertible notes payable – related parties was $2,479,417, of which $750,000 was related to amortization of the debt discount. For the year ended December 31, 2024, interest expense under convertible notes payable – related parties was $2,916,597, of which $1,000,000 was related to amortization of the debt discount. During the year ended December 31, 2025, the Company recognized a capital contribution in additional paid-in capital of $22,789,599 related to the forgiveness of debt and accrued interest by related parties offset by the issuance of 800,000 shares of common stock with a fair value of $1,168,000.

20. INCOME TAXES

Eightco Holdings Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income.

Forever 8 Fund, LLC, BlockHiro, LLC, Cryptyde Shared Services, LLC and Orb Subsidiary One, LLC are limited liability companies which are disregarded entities for income tax purposes and are owned 100% by Eightco Holdings Inc. and Ferguson Containers, Inc., respectively. The Company pays corporate federal, state and local taxes on income allocated to it from BlockHiro, LLC and 8co Holdings Shared Services, LLC.

CW Machines, LLC is a limited liability company for income tax purposes and is owned 51% by Eightco Holdings Inc. The Company pays corporate federal, state and local taxes on income allocated to it from CW Machines, LLC.

Ferguson Containers is taxed as a corporation and pays corporate federal, state and local taxes on income.

Forever 8 UK Ltd. is taxed as a corporation and pays foreign taxes on income.

F8 Fund EU Holdings BV is taxed as a corporation and pays foreign taxes on income.

The Company adopted ASU 2023-09 on January 1, 2025, on a prospective basis. Accordingly, the enhanced income tax disclosures required under the new standard are presented only for the year ended December 31, 2025. Prior period amounts have not been recast and are therefore not comparable.

20. INCOME TAXES (continued)

Components of income before income taxes were as follows:

The tax effects of temporary differences that give rise to deferred tax assets or liabilities are presented below:

The income tax provision consists of the following:

20. INCOME TAXES (continued)

Enhanced Disclosures (ASU 2023-09 – 2025)

Effective Tax Rate Reconciliation (2025)

The following is a reconciliation of the statutory federal income tax rate applied to pre-tax net loss compared to the income taxes in the statement of operations for the year ended December 31, 2025.

In accordance with ASU 2023-09, reconciling items greater than 5% of the statutory tax rate are presented separately. Amounts below this threshold are aggregated within “Other.” The 2025 reconciliation below is not presented on a comparable basis with prior periods due to the adoption of ASU 2023-09.

A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2025 is as follows:

Income Taxes Paid (Disaggregated) – 2025

Legacy Disclosures (ASC 740 – 2024)

A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2024 is as follows:

The Company recorded an income tax expense of approximately $20,155 and an income tax benefit of $135,337 for the years ended December 31, 2025 and 2024, respectively. This expense and benefit reflects the release of certain foreign tax obligations and changes in deferred tax balances, including adjustments for valuation allowances. The Company recorded a full valuation allowance against its deferred tax assets in both 2025 and 2024 due to cumulative losses and the lack of objectively verifiable positive evidence. A separate tax expense of approximately $8,629 related to the discontinued operations of Ferguson Containers is presented within discontinued operations on the consolidated statements of operations.

The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of January 1, 2025, the Company had $0 unrecognized tax benefits and $0 charges during 2025, and accordingly, the Company did not recognize any interest or penalties during 2025 related to unrecognized tax benefits. There is $0 accrual for uncertain tax positions as of December 31, 2025.

The Company files U.S. income tax returns and a state income tax return. With few exceptions, the U.S. and state income tax returns filed for the tax years ending on December 31, 2022 and thereafter are subject to examination by the relevant taxing authorities.

As of December 31, 2025, the Company had a net operating loss carryforward for federal income tax purposes of approximately $66,723,534. These carryforwards were generated in 2022 and later, and therefore do not expire, but are subject to annual limitations under Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions, and may be utilized to offset up to 80% of taxable income in any future period.

On July 2, 2025, U.S. Congress enacted the Taxpayer Fairness and Growth Act of 2025, which includes significant amendments to the Internal Revenue Code. Key provisions include:

The Company evaluated the impact of the legislation on its consolidated financial statements, including deferred tax assets and liabilities, and incorporated the effects of the enacted changes in these consolidated financial statements for the year ended December 31, 2025, consistent with ASC 740-10-45-15. The Company expects the corporate rate reduction and other provisions to have a favorable impact on its effective tax rate beginning in fiscal 2026.

21. STOCKHOLDERS’ EQUITY

Common Stock

The Company is authorized to issue 500,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2025, the Company had 205,629,592 shares of common stock issued and outstanding. Subsequent to December 31, 2025, in connection with the Company’s redomestication to Texas effective February 2, 2026, the authorized shares of common stock were increased from 500,000,000 to 10,000,000,000 shares, par value $0.001 per share. See Note 24 – Subsequent Events.

Preferred Stock

As of December 31, 2025 and December 31, 2024, the Company had 0 issued and outstanding shares of Series A Preferred Stock, respectively.

21. STOCKHOLDERS’ EQUITY (continued)

September 2025 Securities Purchase Agreement (“PIPE Transaction”)

On September 8, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with multiple institutional and accredited investors (collectively, the “Purchasers”). Pursuant to the Purchase Agreement, and subject to the satisfaction of conditions precedent, the Company agreed to sell up to $270.0 million of securities consisting of:

On September 9, 2025 (the “Closing Date”), the Company issued:

The Company received net proceeds of approximately $261 million, after deducting placement agent fees and offering expenses. Under the Purchase Agreement, the Company agreed to apply net proceeds to:

From time to time the Company has elected to purchase other digital assets (Ethereum, USDC and USDT).

Pre-Funded Warrants issued on September 9, 2025 permit the holders to purchase up to 6,646,855 shares of common stock at an exercise price of $0.001 per share. Proceeds received from these Pre-Funded Warrants totalled $9,697,761, which were recorded in additional paid-in capital. No Pre-Funded Warrants were exercised during the year ended December 31, 2025.

In connection with the Purchase Agreement, on September 8, 2025 the Company engaged R.F. Lafferty & Co., Inc. (“R.F. Lafferty”) as placement agent. Compensation consisted of:

On the Closing Date, the Company issued to the placement agent and its representatives Placement Agent Warrants to purchase up to 3,855,822 shares. The warrants are exercisable for cash or cashless exercise for five years from issuance.

Strategic Advisor Agreement and Strategic Advisor Warrants

On September 9, 2025, the Company entered into a Strategic Advisor Agreement with Worldcoin Tower Instant LLC. As consideration, the Company issued Strategic Advisor Warrants equal to 5% of fully diluted common shares outstanding as of the Closing Date. See Note 22 – Commitments and Contingencies for further information.

On the Closing Date, the Company issued Strategic Advisor Warrants to purchase up to 9,917,844 shares of common stock at an exercise price of $1.752 per share. These warrants are exercisable on a cash or cashless basis and expire seven years from issuance, had a fair value of $9,917,844 and are expensed on a straight-line basis over the requisite service period.

Seller Note Termination Agreement

On September 8, 2025, the Company entered into a Seller Note Termination Agreement with the holders of the convertible seller notes originally issued in the 2022 acquisition of Forever 8 Fund. The holders converted the remaining outstanding principal and accrued interest of $23,957,599 into 800,000 shares of common stock. Upon issuance of the shares, the Seller Notes were fully extinguished with no further obligations. The Company recognized a gain of $22,789,599 within additional paid in capital due to the related party nature of the Seller Note. See Note 19 – Convertible Notes Payable – Related Parties for further information.

Warrant Exercises

During the year ended December 31, 2025, holders exercised warrants for 145,600 shares of common stock, generating proceeds of $36,400.

ATM Agreement - R.F. Lafferty & Co.

On September 10, 2025, the Company entered into a new At-The-Market Issuance Sales Agreement (the “Lafferty ATM Agreement”) with R.F. Lafferty & Co., Inc. as sales agent, providing for the offer and sale of shares of Common Stock from time to time.

During the year ended December 31, 2025, the Company sold 23,312,927 shares of common stock under the Lafferty ATM agreement for net proceeds of $186,982,769.

The Company pays R.F. Lafferty a commission equal to 2.5% of the gross proceeds, consistent with the Placement Agent Agreement.

2024 ATM Agreement – Univest

On April 25, 2024, the Company entered into an At-The-Market Issuance Sales Agreement (the “2024 ATM Agreement”) with Univest Securities, LLC, as the sales agent (the “Agent”), pursuant to which the Company was able to offer and sell, from time to time through or to the Agent, as sales agent or principal, shares of common stock having an aggregate offering price of up to $2,000,000. On September 25, 2024, the Company entered into an amendment to this agreement which increased the aggregate offering amount to $2,750,000.

21. STOCKHOLDERS’ EQUITY (continued)

Under the 2024 ATM Agreement, the Agent received a commission of 3% of the aggregate gross sales prices of the shares of common stock. The Company also reimbursed the Agent for fees and disbursements of counsel to the Agent in the amount of approximately $37,000 in connection with the signing of the 2024 ATM Agreement. On August 26, 2025, the Company provided notice to the Agent of its election to terminate the 2024 ATM Agreement. Pursuant to the Sales Agreement, the termination became effective August 31, 2025.

Under the 2024 ATM Agreement, the Company sold 692,890 shares of common stock for net proceeds of $2,422,910 during the years ended December 31, 2024. There were no sales under this agreement during the year ended December 31, 2025. The Company utilized the net proceeds from the sale of shares of common stock pursuant to the 2024 ATM Agreement for working capital and general corporate purposes.

Common stock issuances during the year ended December 31, 2025:

On January 21, 2025, the Company issued 485,381 shares of common stock to approximately 30 note holders to satisfy accrued interest obligations, at a fair value of $1.47 per share, for an aggregate fair value of $713,511.

On March 31, 2025, the Company issued 80,000 shares of common stock to CBOE Global Partners Inc. as settlement of a vendor obligation, at a fair value of $1.79 per share, for an aggregate fair value of $143,200.

On September 8, 2025, BHP Capital NY Inc. exercised warrants for 145,600 shares of common stock at an exercise price of $0.25 per share, generating cash proceeds of $36,400.

On September 9, 2025, the Company issued 178,284,653 shares of common stock fair valued at $260,295,594 related to the PIPE.

On September 15, 2025, the Company issued 800,000 shares of common stock fair valued at $1,168,000 related to the Seller Note Termination Agreement.

During the year ended December 31, 2025, the Company sold 13,937,902 shares of common stock under the R.F. Lafferty ATM agreement (active September 12 through October 24, 2025) for gross proceeds of $162,458,320, and 9,375,025 shares under the Cantor Fitzgerald ATM agreement (active October 28 through December 31, 2025) for gross proceeds of $28,487,348, for combined ATM proceeds of $190,945,668 before commissions.

On December 9, 2025, the Company issued 25,000 shares of common stock to each of Eilon Natan and Bryan Pantofel (50,000 shares in aggregate) as compensation for consulting services, at a fair value of $2.57 per share, for an aggregate fair value of $128,500, which was recognized as selling, general and administrative expense during the year ended December 31, 2025.

On December 29, 2025, Ridgewood LLC forfeited 8,332 shares of common stock previously issued in connection with accrued interest satisfaction, which were returned to the Company. The Company cancelled the shares upon return.

Board Agreements

On September 8, 2025, Daniel Ives was appointed Chairman of the Board. In connection with his appointment, the Company entered into a Board of Directors Agreement that provides for the following compensation:

Under the Director Agreements, each Director:

On September 9, 2025, the Company entered into Board of Directors Agreements (the “Director Agreements”) with three existing directors: Louis Foreman, Nic Caiano, and Frank Jennings (collectively, the “Directors”). The Director Agreements establish the terms of service, compensation, indemnification, and other obligations applicable to each Director. The agreements became effective on each Director’s respective appointment date. Under the Director Agreements, each Director:

The Director Agreements also require each Director to comply with confidentiality obligations, fiduciary duties, conflict-of-interest restrictions, and certain termination-related provisions, including automatic resignation from officer positions upon separation.

Employment Agreements

On September 8, 2025, the Company entered into new employment agreements with its Chief Executive Officer, Kevin O’Donnell, and its Chief Financial Officer, Brett Vroman (together, the “Executives”). The agreements provide for one-year terms with an option for the Company to renew each agreement for an additional one-year term.

Chief Executive Officer – Kevin O’Donnell

Under his agreement, Mr. O’Donnell will receive an annualized base salary of $500,000. He is eligible for a one-time cash bonus equal to 175% of base salary ($875,000), payable within thirty days following the twelve-month anniversary of his start date, subject to the achievement of specified milestones, including (i) completion of a PIPE financing, (ii) timely filing of required SEC reports, and (iii) receipt of an unqualified audit opinion for the fiscal year.

Subject to Board approval, Mr. O’Donnell will also receive 400,000 restricted stock units (“RSUs”), which vest in full after six months of continuous service. The RSUs were granted with a grant date fair value of $584,000 and are being recognized as stock-based compensation expense on a straight-line basis over the six-month vesting period. During the year ended December 31, 2025, the Company recognized $389,333 of stock-based compensation expense related to these RSUs. He is eligible to participate in the Company’s employee benefit plans and will be reimbursed for reasonable business expenses.

Chief Financial Officer – Brett Vroman

Under his agreement, Mr. Vroman will receive an annualized base salary of $350,000. He is eligible for a one-time cash bonus equal to 175% of base salary ($612,500), payable within thirty days following the twelve-month anniversary of his start date, subject to the same performance conditions as Mr. O’Donnell’s incentive bonus. Mr. Vroman will also be eligible to participate in employee benefit plans and receive reimbursement for reasonable business expenses.

Equity Awards and Share-Based Compensation

These awards were issued as inducement grants, outside of the Company’s equity incentive plan.

The fair value of the grant will be expensed on a straight-line basis over the requisite service period.

Summary of Outstanding Warrant

The aggregate intrinsic value as of December 31, 2025 is $11,492,312 and is calculated as the difference between the exercise price of the underlying awards and the closing price of the Common Stock, which was $1.73 per share on December 31, 2025.

As of December 31, 2025, the Company had outstanding equity-classified stock options held by Dan Ives to purchase 856,164 shares of common stock, with a weighted-average exercise price of $14.60 per share and a weighted-average remaining contractual term of 3.5 years. All such options were exercisable as of December 31, 2025. The intrinsic value as of December 31, 2025 is $0 and is calculated as the difference between the exercise price of the underlying awards and the closing price of the Common Stock

On December 29, 2025, the Company issued certain directors, officers and employees 727,500 shares of restricted stock units with a fair value of $1,214,925, which was recognized in full as stock-based compensation expense within selling, general and administrative expenses during the year ended December 31, 2025.

Share-based compensation expense recognized for the year ended December 31, 2025 was $10,254,724. The following is a disaggregated breakdown of stock compensation expense for the year ended December 31, 2025:

No liability-classified instruments were outstanding as of December 31, 2025.

22. COMMITMENTS AND CONTINGENCIES

Operating Leases. The Company leases certain office space from an entity affiliated through common ownership under an operating lease agreement on a month-to-month basis. The Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases.

For the year ended December 31, 2025, rent expense was $115,065. For the year ended December 31, 2024, rent expense was $255,444.

Consulting Agreement. On September 9, 2025, the Company entered into a consulting agreement with Worldcoin Tower LLC to support the Company’s digital asset treasury strategy. Fees include:

The agreement has a five-year initial term with automatic five-year renewal. No equity awards were issued under this agreement. Consulting expense paid for the year ended December 31, 2025 was $1,158,163.

Master Loan Agreement. On September 7, 2025, ORB Subsidiary One LLC, a wholly-owned subsidiary of the Company, entered into a Master Loan Agreement with one of our digital asset custodians providing up to $200 million in short-term financing to facilitate initial WLD purchases for the Company’s digital asset treasury strategy. The loan bears interest at 8% per annum. The Company borrowed approximately $25 million and subsequently repaid the full amount and closed the facility. No equity securities were issued under this agreement.

23. SEGMENT REPORTING

The Company follows ASC 280, Segment Reporting, and determines its reportable segments based on the internal financial information reviewed by the Chief Executive Officer, who serves as the Company’s Chief Operating Decision Maker (“CODM”). The CODM evaluates the business on a consolidated basis for purposes of assessing performance, making operating decisions, allocating resources, and planning for future periods.

Historically, the Company operatedtwo reportable segments: (i) Forever 8, its Inventory Management Solutions business, and (ii) the Corrugated Packaging Business. On April 7, 2025, the Company completed the sale of the assets comprising the Corrugated Packaging Business. Following the divestiture, the Company operates asone business segment, consistent with how the CODM evaluates financial performance and manages resources.

On September 8, 2025, the Company initiated digital asset treasury management activities (“DAT Strategy”) as part of its broader corporate strategy to diversify its cash and liquidity management. These digital asset activities do not constitute a separate operating segment under ASC 280 because:

Accordingly, digital asset treasury management activities are included within Corporate and do not represent a separate operating or reportable segment.

The Company therefore reports as one operating and reportable segment:

Corporate-level functions consisting primarily of centralized finance, treasury (including DAT-related activities), stock-based compensation, board costs, public company costs, interest expense, income taxes, and other non-operating items are not allocated to the Forever 8 segment. The CODM reviews Forever 8 working capital and operating assets to assess performance. Corporate assets include digital asset holdings, cash not used in Forever 8, goodwill, and other long-term corporate assets, none of which are allocated to operating segments. Segment assets reviewed by the CODM primarily include working capital assets for the Company’s operating business. Digital asset balances are monitored as part of corporate treasury and are not allocated to a segment.

The Company had no intersegment revenues during the periods presented. Segment information is presented in accordance with the manner in which the CODM internally evaluates operating performance and allocates resources.

23. SEGMENT REPORTING (continued)

Segment information available with respect to these reportable business segments for the year ended December 31, 2025 and 2024 was as follows:

24. SUBSEQUENT EVENTS

On January 30, 2026, the Company filed a certificate of conversion with the Secretary of State of Delaware, and on February 2, 2026, filed a certificate of conversion and certificate of formation (the “Texas Charter”) with the Secretary of State of Texas, completing the Company’s redomestication from Delaware to Texas (the “Redomestication”). On February 5, 2026, the Company adopted amended and restated bylaws under Texas law. In connection with the Redomestication, the Company’s authorized shares of common stock were increased from 500,000,000 to 10,000,000,000 shares, par value $0.001 per share. Each outstanding share of Delaware common stock automatically converted into one share of Texas common stock on a one-for-one basis with no action required by stockholders. The Company’s equity incentive plans, outstanding awards, and obligations were assumed by the Texas corporation without adjustment. The Redomestication did not affect the Company’s business, operations, assets, liabilities, management, or material contracts.

ATM Issuances – Cantor Fitzgerald & Co.

Subsequent to December 31, 2025, and through March 24, 2026, the Company issued an aggregate of 167,798,870 shares of common stock to Cantor Fitzgerald & Co. pursuant to the Company’s At-The-Market Issuance Sales Agreement. These shares were issued across multiple settlement dates as follows:

January 2026:8,668,400 shares issued across 20 settlement dates (January 2 through January 30, 2026).

February 2026:1,456,032 shares issued across 15 settlement dates (February 2 through February 26, 2026).

March 2026:150,856,631 shares issued across 12 settlement dates (March 3 through March 31, 2026).

April 2026:6,817,807 shares issued across 6 settlement dates (April 1 through April 14, 2026).

Aggregate proceeds from the ATM issuances described above were approximately $172,339,562. The shares were issued pursuant to the Company’s effective shelf registration statement.

Equity Award and Compensation Issuances

On January 5, 2026, the Company issued 100,000 shares of common stock to Douglas Ormond as compensation.

On March 11, 2026, the Company issued 1,390,657 shares of common stock to certain directors, officers and employees of the Company.

On March 25, 2026, the Company issued 856,165 shares of common stock to Daniel Ives related to his separation from the board of directors.

On March 12, 2026, the Company’s Board authorized an increase of 15,000,000 additional shares of common stock available for issuance under the 2022 Long-Term Incentive Plan, and granted stock options to purchase an aggregate of 6,500,000 shares of common stock at a price of $1.01 per share, to certain directors, officers, employees, and consultants as equity compensation awards.

OpenAI Investment

On March 6, 2026, the Company, through an indirect wholly owned subsidiary, made an initial strategic investment of $50,000,000 to acquire indirect beneficial interests in OpenAI preferred stock. On March 20, 2026, the Company made an additional investment of $40,000,000, bringing its total commitment to $90,000,000 in OpenAI, one of the world’s leading artificial intelligence companies. OpenAI now represents approximately 30% of the Company’s total treasury position.

Beast Industries Investment

On March 12, 2026, the Company closed a $25,000,000 strategic investment in Beast Industries, the business platform of content creator MrBeast. Approximately $18,000,000 of the Company’s investment was funded at closing and approximately $7,000,000 is in the form of a future capital commitment. The Company views this investment as consistent with its strategy of deploying capital into next-generation consumer and digital platforms.

Institutional Funding Commitments

On March 12, 2026, the Company announced $125,000,000 in new institutional funding commitments to support its expansion into artificial intelligence, blockchain infrastructure, and digital consumer platforms. The commitments were led by $75,000,000 from Bitmine Immersion Technologies, Inc. (NYSE: BMNR), with $25,000,000 each from ARK Invest and Payward, the parent company of Kraken.

Board Changes

Subsequent to December 31, 2025, Daniel Ives stepped down as Chairman of the Board. Thomas Lee, Chairman of Bitmine Immersion Technologies, joined the Company’s Board of Directors. Brett Winton, Chief Futurist at ARK Invest, joined as an advisor to the Board.

In aggregate, the Company issued 170,145,692 shares of common stock subsequent to December 31, 2025 through April 14, 2026.