MANHATTAN BRIDGE CAPITAL, INC

Previous wording

The properties securing the loans are generally classified as residential or commercial real estate and, typically, are not income producing. All loans, except for one loan with a current outstanding principal balance of approximately $14,000, are secured by a first mortgage lien on real estate. In addition, each loan is personally guaranteed by the principal(s) of the borrower, which guarantee may be collaterally secured by a pledge of the guarantor’s interest in the borrower. The face amount of the loans we originated in the past seven years ranged from $40,000 to a maximum of $3.6 million. Our lending policy limits the maximum amount of any loan to the lower of (i) 9.9% of the aggregate amount of our loan portfolio (not including the loan under consideration) and (ii) $4 million. Our loans typically have a maximum initial term of 12 months bearing interest at a fixed rate of 9% to 12% per year, except for one loan issued in June 2024, which initially bore interest at 11.5% per annum and, effective January 2, 2025, was modified to bear interest at 7.25% per annum for an extension term of up to one year, which term was subsequently extended for an additional year. In addition, we usually receive origination fees or “points” ranging from 0% to 2% of the original principal amount of the loan as well as other fees relating to underwriting and funding the loan. Interest is always payable monthly, in arrears. In the case of acquisition financing, the principal amount of the loan usually does not exceed 75% of the value of the property (as determined by an independent appraiser) and in the case of construction financing, it is typically up to 80% of construction costs.

Current wording

The properties securing the loans are generally classified as residential or commercial real estate and, typically, are not income producing. All loans, except for one loan with a current outstanding principal balance of approximately $10,000, are secured by a first mortgage lien on real estate. In addition, each loan is personally guaranteed by the principal(s) of the borrower, which guarantee may be collaterally secured by a pledge of the guarantor’s interest in the borrower. The face amount of the loans we originated in the past seven years ranged from $40,000 to a maximum of $3.6 million. Our lending policy limits the maximum amount of any loan to the lower of (i) 9.9% of the aggregate amount of our loan portfolio (not including the loan under consideration) and (ii) $4 million. Our loans typically have a maximum initial term of 12 months bearing interest at a fixed rate of 9% to 12% per year, except for one loan issued in June 2024, which initially bore interest at 11.5% per annum and, effective January 2, 2025, was modified to bear interest at 7.25% per annum for an extension term of up to one year, which term was subsequently extended for an additional year. In addition, we usually receive origination fees or “points” ranging from 0% to 2% of the original principal amount of the loan as well as other fees relating to underwriting and funding the loan. Interest is always payable monthly, in arrears. In the case of acquisition financing, the principal amount of the loan usually does not exceed 75% of the value of the property (as determined by an independent appraiser) and in the case of construction financing, it is typically up to 80% of construction costs.

Previous wording

During the quarter ended June 30, 2026, one borrower with an aggregate outstanding principal balance of approximately $935,000 secured by two properties located in Florida became delinquent on its interest payment obligations. We delivered a notice of default and, after the borrower failed to cure the default, retained Florida foreclosure counsel to pursue available remedies, including foreclosure, if necessary. Based on management’s evaluation of the estimated value of the underlying collateral, which management believes substantially exceeds the outstanding principal balance, we concluded that no allowance for credit losses was required as of June 30, 2026. We will continue to monitor the loan, the foreclosure process, if commenced, and the value of the underlying collateral each reporting period.

Current wording

During the quarter ended September 30, 2026, one borrower with an aggregate outstanding principal balance of approximately $935,000 secured by two properties located in Florida remained delinquent on its interest payment obligations. We delivered a notice of default and, after the borrower failed to cure the default, retained Florida foreclosure counsel and commenced foreclosure proceedings. On October 6, 2026, a default was entered against one of the defendants for failure to respond to the foreclosure complaint. Two additional defendants failed to respond within the applicable deadline, and our foreclosure counsel is also seeking entry of defaults against those defendants. The foreclosure proceedings remain pending. The collateral properties are also subject to municipal code-enforcement and unsafe-structure proceedings, which could result in demolition or other action affecting their value. In the foreclosure proceedings, Palm Beach County has asserted that its liens against the collateral have priority over the Company’s mortgages. The Company is evaluating these matters with foreclosure counsel. Based on currently available information, including estimated collateral value and potential recovery, we determined that no allowance for credit losses was required as of September 30, 2026. However, the ultimate outcome and recoverability remain uncertain. We will continue to monitor developments and reassess the loan as appropriate.

Previous wording

For the six-month periods ended June 30, 2026 and 2025, the total amounts of $29,007,320 and $23,482,540, respectively, have been lent, offset by collections received from borrowers, under our commercial loans of $27,302,347 and $23,619,317, respectively.

Current wording

For the nine-month periods ended September 30, 2026 and 2025, the total amounts of $40,832,273 and $27,957,494, respectively, have been lent, offset by collections received from borrowers, under our commercial loans of $41,433,833 and $35,474,993, respectively.

Previous wording

At June 30, 2026, we were committed to $3,927,235 in construction loans that can be drawn by our borrowers when certain conditions are met.

Current wording

At September 30, 2026, we were committed to $4,882,283 in construction loans that can be drawn by our borrowers when certain conditions are met.

Previous wording

Total revenue for the six months ended June 30, 2026 was approximately $4,113,000 compared to approximately $4,629,000 for the same period in 2025, a decrease of approximately $516,000, or 11.1%. The decrease occurred despite increases in both the number of loans originated and the amount of capital deployed and was primarily attributable to lower interest rates and origination fees charged to borrowers as a result of increased competition in the marketplace. In addition, the Company granted approximately $91,000 of discretionary payoff and refinancing credits to certain borrowers during the six months. These credits were provided in connection with negotiated loan payoffs and other borrower-specific business matters. For the six months ended June 30, 2026 and 2025, revenues of approximately $3,437,000 and $3,733,000, respectively, were attributable to interest income on secured commercial loans that we offer to real estate investors, and approximately $675,000 and $896,000, respectively, were attributable to origination fees on such loans. The loans are principally secured by collateral consisting of real estate and accompanied by personal guarantees from the principals of the borrowers.

Current wording

Total revenues for the three months ended September 30, 2026 were approximately $2,054,000, compared to approximately $2,036,000 for the same period in 2025, representing an increase of approximately $18,000, or 0.9%. The increase was primarily attributable to higher origination fees, partially offset by lower interest income resulting from lower interest rates charged to borrowers due to increased competition in the marketplace. For the three months ended September 30, 2026 and 2025, approximately $1,662,000 and $1,770,000, respectively, of our revenues were attributable to interest income on secured commercial loans offered to real estate investors, and approximately $392,000 and $265,000, respectively, of our revenues were attributable to origination fees on such loans. The loans are principally secured by real estate collateral and accompanied by personal guarantees from the principals of the borrowers.

Previous wording

Interest and amortization of deferred financing costs for the six months ended June 30, 2026 were approximately $762,000 compared to approximately $958,000 for the same period in 2025, representing a decrease of approximately $196,000, or 20.5%. The decrease was primarily attributable to lower interest expense resulting from lower average borrowings and lower SOFR rates (see Note 5 to the condensed consolidated financial statements).

Current wording

Interest and amortization of deferred financing costs for the three months ended September 30, 2026 were approximately $369,000, compared to approximately $422,000 for the same period in 2025, representing a decrease of approximately $53,000, or 12.6%. The decrease was primarily attributable to lower interest expense resulting from lower SOFR rates (see Note 5 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q).

Previous wording

General and administrative expenses for the three months ended June 30, 2026 were approximately $495,000, compared to approximately $438,000 for the same period in 2025, representing an increase of approximately $57,000, or 13.0%. The increase was primarily attributable to increases in payroll, legal, bank, appraisal, and travel expenses.

Current wording

General and administrative expenses for the three months ended September 30, 2026 were approximately $447,000, compared to approximately $414,000 for the same period in 2025, representing an increase of approximately $33,000, or 8.0%. The increase was primarily attributable to higher payroll and travel expenses.

Previous wording

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

Current wording

Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025

Previous wording

Total revenue for the three months ended June 30, 2026 was approximately $2,045,000 compared to approximately $2,355,000 for the same period in 2025, a decrease of approximately $310,000, or 13.2%. The decrease occurred despite increases in both the number of loans originated and the amount of capital deployed and was primarily attributable to lower interest rates and origination fees charged to borrowers as a result of increased competition in the marketplace. In addition, the Company granted approximately $85,000 of discretionary payoff and refinancing credits to certain borrowers during the quarter. These credits were provided in connection with negotiated loan payoffs and other borrower-specific business matters. For the three months ended June 30, 2026 and 2025, approximately $1,738,000 and $1,899,000, respectively, of our revenues were attributable to interest income on secured commercial loans that we offer to real estate investors, and approximately $307,000 and $456,000, respectively, of our revenues were attributable to origination fees on such loans. The loans are principally secured by collateral consisting of real estate and accompanied by personal guarantees from the principals of the borrowers.

Current wording

Total revenues for the nine months ended September 30, 2026 were approximately $6,166,000, compared to approximately $6,665,000 for the same period in 2025, representing a decrease of approximately $499,000, or 7.5%. The decrease occurred despite increases in both the number of loans originated and the amount of capital deployed and was primarily attributable to lower interest rates and origination fees charged to borrowers as a result of increased competition in the marketplace. For the nine months ended September 30, 2026 and 2025, approximately $5,099,000 and $5,504,000, respectively, of our revenues were attributable to interest income on secured commercial loans offered to real estate investors, and approximately $1,067,000 and $1,161,000, respectively, were attributable to origination fees on such loans. The loans are principally secured by real estate collateral and accompanied by personal guarantees from the principals of the borrowers.

Previous wording

Interest and amortization of deferred financing costs for the three months ended June 30, 2026 were approximately $399,000 compared to approximately $506,000 for the same period in 2025, representing a decrease of approximately $107,000, or 21.1%. The decrease was primarily attributable to lower interest expense resulting from lower average borrowings and lower SOFR rates (see Note 5 to the condensed consolidated financial statements).

Current wording

Interest and amortization of deferred financing costs for the nine months ended September 30, 2026 were approximately $1,132,000, compared to approximately $1,380,000 for the same period in 2025, representing a decrease of approximately $248,000, or 18.0%. The decrease was primarily attributable to lower interest expense resulting from lower average borrowings and lower SOFR rates (see Note 5 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q).

Previous wording

General and administrative expenses for the six months ended June 30, 2026 were approximately $926,000 compared to approximately $891,000 for the same period in 2025, representing an increase of approximately $35,000, or 3.9%. The increase was primarily attributable to increases in payroll and legal expenses, partially offset by the absence of a NYSE American listing fee related to the MBC Funding II 6.00% Senior Secured Notes (the “Notes”) incurred in the prior year period.

Current wording

General and administrative expenses for the nine months ended September 30, 2026 were approximately $1,373,000, compared to approximately $1,305,000 for the same period in 2025, representing an increase of approximately $68,000, or 5.2%. The increase was primarily attributable to higher payroll, legal and travel expenses, partially offset by the absence of a NYSE American listing fee related to the MBC Funding II 6.00% Senior Secured Notes (the “Notes”) incurred in the prior-year period.

Previous wording

At June 30, 2026, we had cash of approximately $230,000, compared to approximately $205,000 at December 31, 2025, excluding restricted cash, which primarily represents collections on commercial loans pending clearance and designated for repayment of the Webster Credit Line.

Current wording

At September 30, 2026, we had cash of approximately $168,000, compared to approximately $205,000 at December 31, 2025, excluding restricted cash, which primarily represents collections on commercial loans pending clearance and designated for repayment of the Webster Credit Line.

Previous wording

For the six months ended June 30, 2026, net cash provided by operating activities was approximately $2,692,000, compared to approximately $2,407,000 for the same period in 2025. The increase was primarily attributable to a decrease in interest and other fees receivable during the 2026 period, compared with an increase in such receivables during the 2025 period, proceeds from borrower escrow deposits, and a greater increase in deferred origination and other fees, partially offset by lower net income.

Current wording

For the nine months ended September 30, 2026, net cash provided by operating activities was approximately $4,026,000, compared to approximately $3,806,000 for the same period in 2025. The increase was primarily attributable to a decrease in interest and other fees receivable during the 2026 period, compared to an increase in such receivables during the 2025 period, an increase in deferred origination and other fees, and proceeds from borrower escrow deposits, partially offset by lower net income.

Previous wording

For the six months ended June 30, 2026, net cash used in investing activities was approximately $1,705,000, compared to net cash provided by investing activities of approximately $136,000 for the same period in 2025. Net cash used in investing activities for the six months ended June 30, 2026 consisted of the issuance of commercial loans of approximately $29,007,000, offset by the collection on commercial loans of approximately $27,302,000. Net cash provided by investing activities for the six months ended June 30, 2025 primarily consisted of the collection on commercial loans of approximately $23,619,000, offset by the issuance of commercial loans of approximately $23,483,000.

Current wording

For the nine months ended September 30, 2026, net cash provided by investing activities was approximately $602,000, compared to approximately $7,517,000 for the same period in 2025. Net cash provided by investing activities for the nine months ended September 30, 2026 primarily consisted of collections on commercial loans of approximately $41,434,000, offset by the issuance of commercial loans of approximately $40,832,000. Net cash provided by investing activities for the same period in 2025 primarily consisted of collections on commercial loans of approximately $35,475,000, offset by the issuance of commercial loans of approximately $27,957,000.

Previous wording

For the six months ended June 30, 2026, net cash used in financing activities was approximately $958,000, compared to approximately $2,536,000 for the same period in 2025. Net cash used in financing activities for the six months ended June 30, 2026 consisted of dividend payments of approximately $2,572,000, deferred financing costs of approximately $65,000, and repurchases of treasury shares of approximately $30,000, partially offset by net proceeds from the Webster Credit Line of approximately $1,708,000. Net cash used in financing activities for the six months ended June 30, 2025 consisted of dividend payments of approximately $2,631,000, partially offset by net proceeds from the Webster Credit Line of approximately $95,000.

Current wording

For the nine months ended September 30, 2026, net cash used in financing activities was approximately $4,679,000, compared to approximately $11,325,000 for the same period in 2025. Net cash used in financing activities for the 2026 period primarily consisted of dividend payments of approximately $3,829,000, net repayments of the Webster Credit Line of approximately $567,000, repurchases of common stock of approximately $219,000, and deferred financing costs of approximately $65,000. Net cash used in financing activities for the 2025 period consisted of net repayments of the Webster Credit Line of approximately $7,378,000 and dividend payments of approximately $3,946,000.

Previous wording

Our Amended and Restated Credit Agreement with Webster and Flushing provides for the Webster Credit Line. On March 24, 2026, we entered into an amendment to the Amended and Restated Credit Agreement that, among other things, (i) extended the maturity of the credit facility to February 28, 2029, (ii) modified certain portfolio composition requirements, including limiting mortgage loans outstanding for more than 30 months to 17.5% of the total portfolio, (iii) updated applicable interest margins, and (iv) revised certain mortgage loan eligibility criteria. Except as amended, all other material terms of the credit facility remain in full force and effect. The Webster Credit Line provides an aggregate borrowing capacity of $32.5 million, secured by assignments of mortgages and other collateral. As of June 30, 2026, borrowings under the Webster Credit Line bore interest, at our election for each drawdown, at either (i) SOFR plus an applicable premium, which was approximately 6.9%, inclusive of a 0.5% agency fee, or (ii) the Base Rate (as defined in the Amended and Restated Credit Agreement) plus 2.00%, plus a 0.5% agency fee.

Current wording

Our Amended and Restated Credit Agreement with Webster and Flushing provides for the Webster Credit Line. On March 24, 2026, we entered into an amendment to the Amended and Restated Credit Agreement that, among other things, (i) extended the maturity of the credit facility to February 28, 2029, (ii) modified certain portfolio composition requirements, including limiting mortgage loans outstanding for more than 30 months to 17.5% of the total portfolio, (iii) updated applicable interest margins, and (iv) revised certain mortgage loan eligibility criteria. Except as amended, all other material terms of the credit facility remain in full force and effect. The Webster Credit Line provides an aggregate borrowing capacity of $32.5 million, secured by assignments of mortgages and other collateral. As of September 30, 2026, borrowings under the Webster Credit Line bore interest, at our election for each drawdown, at either (i) SOFR plus an applicable premium, which was approximately 7.2%, inclusive of a 0.5% agency fee, or (ii) the Base Rate (as defined in the Amended and Restated Credit Agreement) plus 2.00%, plus a 0.5% agency fee.

Previous wording

On December 12, 2025, MBC Funding II entered into a letter agreement with Valley pursuant to which Valley agreed to provide MBC Funding II with a revolving line of credit of up to $10.0 million. In connection with the credit facility, MBC Funding II executed a Line of Credit Note evidencing the advances available under the facility and entered into an all-assets Security Agreement in favor of Valley. In addition, we and Mr. Ran provided guarantees of the obligations under the credit facility, including a limited guaranty from Mr. Ran capped at $500,000. The Valley Credit Line is secured by substantially all of the assets of MBC Funding II and is guaranteed by us. The Credit Facility matures on the earlier of December 12, 2027 or the acceleration of the obligations following an event of default. Borrowings under the Valley Credit Line are subject to a borrowing base based on eligible mortgage loans. The Valley Credit Line contains customary covenants and restrictions, including financial covenants and limitations on borrowings based on collateral values.

Current wording

On December 12, 2025, MBC Funding II entered into a letter agreement with Valley pursuant to which Valley agreed to provide MBC Funding II with a revolving line of credit of up to $10.0 million. In connection with the credit facility, MBC Funding II executed a Line of Credit Note evidencing the advances available under the facility and entered into an all-assets Security Agreement in favor of Valley. In addition, we and Mr. Ran provided guarantees of the obligations under the credit facility, including a limited guaranty from Mr. Ran capped at $500,000. The Valley Credit Line is secured by substantially all of the assets of MBC Funding II and is guaranteed by us. The Valley Credit Line matures on the earlier of December 12, 2027 or the acceleration of the obligations following an event of default. Borrowings under the Valley Credit Line are subject to a borrowing base based on eligible mortgage loans. The Valley Credit Line contains customary covenants and restrictions, including financial covenants and limitations on borrowings based on collateral values.

Previous wording

Outstanding borrowings under the Valley Credit Line bear interest at a floating rate equal to Term SOFR, subject to a floor of 3.00%, plus 2.95% per annum, and are subject to standard benchmark replacement provisions. The facility also requires the payment of an upfront fee equal to 0.20% of the total commitment and an unused line fee equal to 0.25% per annum on the average daily unused portion of the facility. As of June 30, 2026, borrowings under the Valley Credit Line bore interest at a floating rate equal to Term SOFR, subject to a floor, plus an applicable margin and customary fees, which rate was approximately 6.6%.

Current wording

Outstanding borrowings under the Valley Credit Line bear interest at a floating rate equal to Term SOFR, subject to a floor of 3.00%, plus 2.95% per annum, and are subject to standard benchmark replacement provisions. The facility also requires the payment of an upfront fee equal to 0.20% of the total commitment and an unused line fee equal to 0.25% per annum on the average daily unused portion of the facility. As of September 30, 2026, borrowings under the Valley Credit Line bore interest at a floating rate equal to Term SOFR, subject to a floor, plus an applicable margin and customary fees, which rate was approximately 6.7%.

Previous wording

We were in compliance with all covenants under the Webster Credit Line and the Valley Credit Line as of June 30, 2026. As of that date, outstanding borrowings under the Webster Credit Line were $13,266,966 and outstanding borrowings under the Valley Credit Line were $6,042,500.

Current wording

We were in compliance with all covenants under the Webster Credit Line and the Valley Credit Line as of September 30, 2026. As of that date, outstanding borrowings under the Webster Credit Line were $10,992,121 and outstanding borrowings under the Valley Credit Line were $6,042,500.

Previous wording

On November 20, 2025, our board of directors approved a new share repurchase program authorizing the repurchase of up to 100,000 shares of our common stock over the following 12 months. As of June 30, 2026, we had repurchased an aggregate of 13,142 shares under the program at a total cost of approximately $59,000. Of these amounts, 6,942 shares were repurchased during the six months ended June 30, 2026 at an aggregate cost of approximately $30,000.

Current wording

On November 20, 2025, our board of directors approved a new share repurchase program authorizing the repurchase of up to 100,000 shares of our common stock over the following 12 months. As of September 30, 2026, we had repurchased an aggregate of 61,185 shares under the program at a total cost of approximately $248,000. Of these amounts, 54,985 shares were repurchased during the nine months ended September 30, 2026 at an aggregate cost of approximately $219,000.