Marygold Companies, Inc.

The Marygold Companies, Inc., a Nevada corporation (together with its subsidiaries, “we,” “us,” “our,” “Company,” or “The Marygold Companies”) is a holding company which operates through its wholly owned subsidiaries on a multinational scale that is focused upon financial services, exchange traded funds management and certain other business activities listed below:

While the Company operates in several business segments, its primary business focus is the financial services industry, including ETF management, and its intention is to continue developing these and similar business segments prospectively.

We manage the operations of our subsidiaries and their related businesses on a decentralized basis. There are generally no centralized or integrated operational functions such as marketing, sales, legal or other professional services and there is little involvement by our executive management in the day-to-day business affairs of our operating subsidiaries apart from oversight. Our executive management team is primarily responsible for vision and strategy of the Company while effectively implementing capital allocation decisions, investment activities, leadership talent selection, development, performance and retention of the management executives to head each of the operating subsidiaries. Our executive management is also responsible for organizational accountability, corporate governance practices, monitoring regulatory affairs, including those of our operating businesses and involvement in governance-related issues of its subsidiaries as needed.

We are incorporated in the state of Nevada. Our corporate headquarters are located in San Clemente, California.

Human capital and resources are an integral part of our businesses. Our business units employed 81 people located in various parts of the world such as, New Zealand, the United Kingdom and the United States through the fiscal year ended June 30, 2026. This includes all full and part-time employees as well as executives at our corporate headquarters in San Clemente, California. Consistent with our decentralized management philosophy, our operating business units individually establish competitive compensation packages to attract, retain and reward people within their organizations. Given the varied business activities, our business units have policies and practices to address, among other things, maintaining a safe working environment, eliminating workplace harm, both mental and physical, providing various health and retirement benefits, as well as incentives to recognize and reward performance on an individual and company goal performance basis.

Certain Recent Developments

Discontinued Operations Classification for Food Products Segment

On March 31, 2026, the Company committed to a plan to dispose of its Food Products segment which is a distinct reporting segment and includes all operations conducted in New Zealand. The Food Products segment consists of two legal entities: Gourmet Foods, Ltd. which is a bakery business and Printstock Products Limited which is a printing business for the food industry. The Company expects to dispose of these two entities either collectively or separately through a sale or sales to a third party. The decision to divest the Food Products segment was driven by management’s strategic initiative to focus on its Fund Management and Financial Services related businesses. The disposal represents a strategic shift that will have a significant impact on the Company’s operations and financial results, including the exit from New Zealand and the Food Products segment. The Company is actively marketing the Food Products segment and expects the transaction to be completed within twelve months of the classification date. There can be no assurance the Company will be successful in divesting this business upon terms acceptable to the Company or as to the timing or terms of the final transaction or series of transactions.

Sale of Brigadier

On June 19, 2025, we entered into a Stock Purchase Agreement (“Purchase Agreement”) with SKCAL LLC, an Arizona limited liability company (“Buyer”), whose president and sole member, Scott Schoenberger, is also a director of Marygold and the beneficial owner of 10.9% of our outstanding voting stock. Pursuant to the Agreement, we agreed to sell 100% of the issued and outstanding shares of our wholly owned Canadian subsidiary, Brigadier Security Systems (2000) Ltd. a Canadian registered corporation (“Brigadier”), located in Regina and Saskatoon, Saskatchewan, Canada, to the Buyer for total consideration of $2.2 million, subject to certain adjustment either upwards or downwards in accordance with the differences, if any between the total net working capital (“TNWC”) and the final net working capital (“NWC”), translated to United States currency as of the closing date and under the terms and conditions set forth in the Purchase Agreement. The closing (“Closing”) of the sale of Brigadier took place on July 1, 2025 (“Closing Date”). As a result of the upward adjustment, the total purchase price consideration was $2.3 million. The Purchase Agreement contains certain representations, warranties, covenants, and rights to indemnification by both of the parties and was subject to customary closing conditions.

Subsidiary Business Overview

U.S. ETF Fund Management - USCF Investments

In 2016, we acquired all of the issued and outstanding stock in USCF Investments, Inc., a Delaware corporation (“USCF Investments”). USCF Investments is a U.S. corporation organized in the state of Delaware. USCF Investments is the parent and sole member of two fund management limited liability companies formed in the state of Delaware: United States Commodity Funds, LLC (“USCF LLC”) and USCF Advisers, LLC (“USCF Advisers”). USCF LLC and USCF Advisers are each registered as a commodity pool operator, and each is a member of the National Futures Association. USCF Advisers is also registered as an investment adviser with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”). USCF LLC and USCF Advisers, together with USCF Investments will be referred to hereafter as “USCF Investments.”

USCF LLC and USCF Advisers provide investment fund management and advisory services and receive management and/or investment advisory fees for providing such services to each of the ETF trust and funds they manage. Currently, USCF LLC and USCF Advisers collectively manage and service 17 ETFs, the shares or other interests of which are listed and traded on the NYSE Arca, Inc. (“NYSE Arca”). The ETFs managed by USCF LLC and USCF Advisers have a combined total of $5.1 billion in assets under management (“AUM”) as of June 30, 2026.

USCF LLC Managed and Sponsored Funds

Currently, USCF LLC serves as the general partner or sponsor of the following ETFs, each of which is conducting an ongoing public offering of its shares or interests pursuant to the Securities Act:

USCF Advised or Managed Funds

USCF Advisers, a registered investment adviser, is the investment adviser to the funds listed below each a separate series of the USCF ETF Trust (“ETF Trust”) and has overall responsibility for the general management and administration of the ETF Trust. Pursuant to investment advisory agreements, USCF Advisers provides an investment program for each series of the ETF Trust and manages the investment of the funds’ assets.

USCF Investments’ revenue and expenses are primarily based upon and determined by the amount of AUM of the funds its subsidiaries manage. USCF Investments’ subsidiaries each earn monthly management and advisory fees based on their agreements with each fund. The management fees for a fund are determined on the basis of the percentage management fee structure for such fund as forth in its advisory agreement with the fund multiplied by the average AUM of such fund over a given period. Many of the company’s expenses are dependent upon the amount of average AUM. These variable expenses include fund administration, custody, accounting, transfer agency, marketing and distribution, and sub-adviser fees and are primarily determined by multiplying contractual fee rates by average AUM.

For the year ended June 30, 2026, 47% of USCF Investments’ revenue were attributed to its subsidiaries’ management of its three largest funds as follows: United States Oil Fund, LP; United States Copper Index Fund and United States Natural Gas Fund, LP. For the year ended June 30, 2025, 70% of USCF Investments’ revenue were attributed to its subsidiaries’ management of its three largest funds as follows: United States Oil Fund, LP; United States Natural Gas Fund, LP and USCF Midstream Energy Income Fund.

USCF Investments competes with other commodity fund managers which include larger, better-financed companies and other boutique companies that offer ETFs similar to those offered by USCF Investments. Also, the larger and better financed competitors may be able to sponsor, develop and offer new ETFs more readily than USCF Investments. Many of these competitors have substantially greater technical and human resources than USCF Investments does, as well as greater experience in the discovery, research and development of ETFs and the commercialization of those ETFs. Our competitors’ ETFs may have better performance, lower expenses or advisory fees, or are more effectively marketed and sold, than any products we may commercialize. USCF Investments believes that it has carved out a unique set of ETFs that were first to market and it continues to create and launch funds that remain focused on its core business platform in the commodity sector of non-renewable energy while expanding its commodity index funds between broad commodities, equity and a mix of commodities and equities index funds. The ability to create and launch bespoke funds and series funds that provide exposure to certain commodity and equity groups allows USCF Investments to compete in this industry space as a boutique investment management company. USCF Investments will continue to develop and consider new fund opportunities identified through its research efforts and review of market needs. However, the cost of launching and seeding new funds is dependent upon the availability of existing and new capital resources. The ability to successfully launch new funds while competing with much larger financial institutions with greater financial and human capital is expected to be challenging.

Regulation

USCF Investments’ operating subsidiaries, USCF LLC and USCF Advisers, are subject to certain federal, state and local laws and regulations generally applicable to the investment advisory services industry. USCF is a commodity pool operator (“CPO”) subject to regulation by the Commodity Futures Trading Commission (“CFTC”) and the National Futures Association (“NFA”) under the Commodities Exchange Act of 1936, as amended (“CEA”). USCF Advisers is an investment adviser registered under the Investment Advisers Act and as a CPO under the CEA. Ongoing public offerings of the shares or other interests by ETFs sponsored by USCF LLC are required to be registered with the SEC under the Securities Act and each ETF has SEC reporting obligations under the Securities Exchange Act as well as regulatory obligations by the NYSE Arca under its continued listing standards. Each series of the ETF Trust managed by USCF Advisers is registered as an investment company under the Investment Company Act and subject to the rules and regulations thereunder.

USCF Investments’ operating subsidiaries have 15 full-time employees, a majority of whom are located in its Walnut Creek, California office. The operating subsidiaries are responsible for the retention of sub-advisers to manage the investments of each managed fund’s assets in conformity with their respective investment policies if the operating subsidiary does not provide those services directly. USCF Investments’ operating subsidiaries may also retain third-parties to provide custody, distribution, fund administration, transfer agency, and all other non-distribution related services necessary for each fund to operate. USCF Investments, through its operating subsidiaries, bears all of its own expenses associated with providing these advisory services. The ETF Trust funds that USCF Advisers advise bear the expenses of its independent board of trustees. Independent trustee expenses are apportioned on a pro rata basis over each fund affiliated with USCF Investments.

USCF Investments subsidiary USCF LLC has registered the trademarks for the names “USCF LLC” and “USCF Advisers” with the U.S. Patent and Trademark Office (“PTO”). The funds for which USCF LLC is a general partner or sponsor have registered trademarks owned by USCF LLC. USCF LLC was granted two patents Nos. 7,739,186 and 8,019,675 by the PTO for systems and methods for an exchange traded fund (ETF) that track the price of one or more commodities.

Litigation

Please refer to “Note 15. Commitments and Contingencies – Litigation” to the consolidated financial statements included in this Form 10-K.

Beauty Products - Original Sprout

In 2017, our wholly-owned subsidiary, Kahnalytics, Inc., acquired all of the assets of Original Sprout LLC and subsequently adopted the fictitious business name “Original Sprout”. Original Sprout LLC was founded in 2003. Original Sprout is engaged in the retail sales and wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale. Original Sprout formulates and packages various hair and skin care products that are 100% vegan, tested safe and non-toxic, and marketed globally through distribution networks to salons, resorts, grocery stores, health food stores, e-tail sites and on Original Sprout’s website. Original Sprout operates from warehouse and sales offices located in San Clemente, California.

Products and Customers

As a result of the COVID-19 pandemic, Original Sprout has adjusted its primary distribution and marketing channels. Prior to the pandemic Original Sprout relied heavily upon its wholesale distribution network to place products at retail locations and generally to make products available to consumers, whereas during COVID-19 that resulted in social distancing and closures of retail businesses, consumers avoided traditional sales outlets. In response to this trend, many of Original Sprout’s domestic distributors became retailers by selling direct to consumers on e-tail platforms. Original Sprout, in defense of its brand and price points, transitioned from its wholesale distribution model to making direct sales to retail outlets and consumers through online platforms as well as through wholesalers. The negative effects of this transition resulted in reduced sales and increased operating losses as a result of the cancellation of domestic distribution channels. Original Sprout has engaged in new brand representation and secured more reliable sales channels for its new and existing product lines during fiscal 2026, which have afforded Original Sprout improved margins and the expectation of increasing revenue over time.

Original Sprout sells its products through five distribution channels:

During the year ended June 30, 2026, Original Sprout did not have any significant customer revenue concentration; however, certain of Original Sprout’s customers may, from time to time, become significant during a reporting period.

Sources and Availability of Materials

Original Sprout is reliant upon its relationships with two product formulating and packaging companies who, at the direction of Original Sprout, manufacture its products in accordance with proprietary formulas, package them in appropriate containers supplied by Original Sprout, and deliver the finished goods to Original Sprout for distribution to its customers. All of Original Sprout’s products are currently produced by these two packaging companies. However, management of Original Sprout believes that, if either of these companies is unable to provide such services, there are other similar production and packaging companies available at competitive pricing. Because of the nature of the Original Sprout product ingredients, some of the ingredients may, at times, be difficult to source in a timely fashion or at the expected price point. To safeguard against this possibility Original Sprout endeavors to maintain at least a 90-day supply of all products in stock. Estimating and maintaining a reserve stock account is not a guarantee that a shortage of ingredient supplies will not affect production such that Original Sprout will not exhaust its reserves or be unable to fulfill customer orders.

Original Sprout distributes only 100% vegan, lab tested as safe and non-toxic, hair and skin care products which it believes differentiates it significantly from competitors that do not employ such standards. The use of organic and natural extracts is a growing trend in the U.S. and abroad, and other established brands are beginning to make products that directly compete with Original Sprout. As more entrants in the high-end, vegan, hair care segment come into existence, some may be better financed and have more brand recognition and resources than Original Sprout. Original Sprout is focused on promoting its own brand name as a recognized pioneer in 100% vegan, safe, effective, hair care products through the recruitment of additional distributors, nationwide retail stores, a continued emphasis on online sales either directly or through retail stores and an increased social media presence. Original Sprout believes that these steps will allow for the growth of annual revenues and market share protection, though there can be no assurance that such efforts will be sufficient to offset the effects of competition in the future.

Seasonality

There is no significant seasonality for sales of products by Original Sprout, although sales may fluctuate around traditional holidays, and sales of certain products, such as sunscreen, are lower in winter months than in summer months.

Regulation

Original Sprout is not required to have permits or inspections by regulatory agencies for the products it formulates and distributes in the U.S.; however, it has chosen to gain recognition from certain testing laboratories and other quasi-regulatory agencies for compliance with accepted standards for hair and skin care ingredients and lack of toxic chemicals in their formulas and processes. For export, Original Sprout is often required to submit its products to foreign government agencies or certified laboratories for ingredient testing prior to being accepted for import as a “safe” product. We believe that Original Sprout products comply with all applicable regulations, both domestic and foreign, in areas where they are sold or distributed.

The formulations and ingredient percentages of the many products of Original Sprout are considered its intellectual property, although many cannot be patented, they are maintained as confidential. The names “Original Sprout” and “D’Organiques Original Sprout” are registered trademarks of Original Sprout and will expire or renew on August 16, 2031 and September 9, 2028, respectively.

Original Sprout had seven full-time employees, not including temporary workers or “temp-to-hire” status workers, in California as of June 30, 2026.

U.S. and U.K. Financial Services – Marygold US and Marygold UK

Marygold US

In 2019, we entered the financial services industry to explore opportunities in the financial technology (“Fintech”) space and formed Marygold & Co., a Delaware corporation (“Marygold”) headquartered in Walnut Creek, California. In 2020, Marygold formed an investment advisory subsidiary, Marygold & Co. Advisory Services, LLC, a Delaware, limited liability company (“Marygold Advisors”) as a wholly owned subsidiary of Marygold and registered the company as an investment adviser under the Investment Advisers Act. Effective February 6, 2025, Marygold Advisors withdrew from registration as an investment adviser under the Investment Advisers Act and was dissolved effective February 17, 2026. Marygold and together with Marygold Advisors, are hereinafter referred to as, “Marygold US.”

As of March 31, 2025, Marygold US ceased offering app services in the U.S. and removed the app from the online Playstores. Although the app performed as anticipated, Marygold US’ marketing efforts did not result in consumer adoption rates necessary to reach anticipated revenue targets. Further app development for the U.S. and operations have been paused indefinitely.

The Company devoted considerable resources to the development, marketing and support of Marygold US’ proprietary Fintech app before Marygold US decided to pause operations and further development of the Fintech app in the U.S. market indefinitely.

Marygold US has a registered flower design mark and other registered trademarks. The underlying code compiled in its mobile banking app and other custom programs are proprietary and trade secrets of Marygold US. The duration of the trademark registration is open ended until abandoned by Marygold US. Trade secrets are generally protected by non-disclosure agreements.

As of June 30, 2026, Marygold US had no full-time employees.

Marygold UK

In 2021, we expanded our financial services into the United Kingdom by incorporating a new entity called, Marygold & Co. (UK) Limited, a private limited company incorporated and registered under the laws of England and Wales, whose registered office is in London, England, (“Marygold UK”).

In June 2022, Marygold UK acquired all of the outstanding shares of Tiger Financial & Asset Management, Limited, (“Tiger Financial”). In October 2024, Tiger Financial changed its name to Marygold & Co. Limited. Marygold & Co. Limited is a private company incorporated and registered in England and Wales whose registered office is in Northampton, England. Marygold & Co. Limited is an asset manager regulated by the United Kingdom Financial Conduct Authority.

In May 2024, Marygold UK acquired all outstanding shares of Step-By-Step Financial Planners Limited (“Step-By-Step”), a private limited company incorporated and registered in England and Wales, whose registered office is in Staffordshire, England. Step-By-Step is an asset manager and registered investment advisor regulated by the United Kingdom Financial Conduct Authority.

In addition to its function as a holding company for UK investments and acquisitions, Marygold UK was formed to introduce the Marygold UK Fintech app into the UK with features designed to provide a suite of personal savings tools all integrated into a user’s digital world. However, the app failed to reach anticipated revenue goals and the Marygold UK Fintech app was removed from the market in April 2026. All client funds were refunded effective June 30, 2026.

Marygold & Co. Limited and Step-By-Step, together with Marygold UK are hereinafter collectively referred to as “Marygold UK”. Operations of Marygold UK are included in our consolidated financial statements beginning on the respective dates of acquisition. As of June 30, 2026, Marygold UK had a total of nine employees.

As of June 30, 2026, Marygold UK had $63.1 million in combined AUM. Marygold UK earns revenues in the form of advisory fees based on a percentage of the AUM. Additionally, revenue is earned through commission-based referrals from insurance providers and certain other financial products.

As investment advisors, both Marygold & Co. Limited and Step-By-Step have pursued separate niche markets to differentiate themselves from institutional and larger organizations providing investment advice and wealth management services to clients in the U.K. These separate target markets are expected to allow Marygold & Co. Limited and Step-By-Step to succeed and grow their businesses despite a competitive landscape. The Marygold UK Fintech app was removed from the market in April 2026, and its offering and further development were paused effective June 30, 2026; any future growth or differentiation from the app is uncertain.

Trademark

Marygold UK had begun the process of securing trademarks and service marks with respect to certain slogans, artwork, and logos related to the Marygold Fintech app. However, that process was halted as of June 30, 2026.

Food Products - Gourmet Foods

During fiscal 2026, the Company committed to a plan to sell its Food Products business, which previously comprised one of the Company’s reportable segments. The Company expects the disposition to result in the exit from the Food Products segment and represents a strategic shift that is expected to have a major effect on the Company’s operations and financial results. Accordingly, the operations of Food Products are presented as discontinued operations in the accompanying consolidated financial statements. As of June 30, 2026, the disposition had not been completed. See Note 3 to the consolidated financial statements for additional information regarding the planned disposition, discontinued operations and assets and liabilities held for sale.

Security Systems - Brigadier

The Security Systems - Brigadier segment was sold for $2.3 million to a related party on July 1, 2025. The Brigadier Security Systems business was previously reported as a separate reportable segment. Following the transaction, the Company no longer conducts operations through the Security Systems. See Note 7. Sale of Brigadier to the audited consolidated financial statements for additional information regarding the disposition.

Available Information

We maintain a website atwww.themarygoldcompanies.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments thereto filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act are available free of charge on our website as soon as reasonably practicable after the reports are filed with, or furnished to, the SEC. The information on our website is not incorporated by reference in this Annual Report on Form 10-K or our other securities filings with the SEC. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, from which investors may electronically access our SEC filings.

Controlled Company Status

Pursuant to a voting agreement dated January 27, 2015, Nicholas Gerber and Scott Schoenberger, through their respective family trusts, have voting and investment power with respect to more than 50% of the voting stock on matters that may have a material impact on our strategy and shareholder rights. Because more than 50% of the combined voting power of all our outstanding voting stock is beneficially owned by Messrs. Gerber and Schoenberger, we are deemed a “controlled company” as defined in section 801(a) of the NYSE American Company Guide. As such, we are exempt from certain NYSE American rules requiring our Board of Directors to have a majority of independent members, a compensation committee composed entirely of independent directors and a nominating and governance committee composed entirely of independent directors.