IZEA Worldwide, Inc.

NOTE 1. COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Corporate Information and Nature of Business

IZEA Worldwide, Inc. (together with its wholly-owned subsidiaries, “IZEA” or the “Company”) is a Nevada corporation founded in February 2006 under the name PayPerPost, Inc. and became a public company in May 2011. In March 2016, the Company formed IZEA Canada, Inc., a wholly-owned subsidiary incorporated in Ontario, Canada. In December 2023, IZEA purchased all of Hoozu Holdings' outstanding shares of capital stock, which it subsequently divested in December 2024.

The Company helps power the creator economy by enabling marketers to engage creators to produce and distribute content across digital channels through technology-enabled managed services that support influencer and content marketing campaigns. The Company’s current focus is on delivering full-service solutions tailored to client needs.

Principles of Consolidation

The consolidated financial statements include the accounts of IZEA Worldwide, Inc. and its wholly-owned subsidiaries from their subsidiaries’ acquisition, merger, or formation dates, as applicable. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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 may differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less from the date of purchase to be cash equivalents. Deposits made to Company bank accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to a maximum amount of $250,000. The Canada Deposit Insurance Corporation (“CDIC”) insures deposits made to the Company’s bank accounts in Canada up to CAD 100,000. Deposit balances exceeding the various limits were approximately $50.3 million and $44.2 million as of December 31, 2025 and December 31, 2024, respectively.

Investment in Debt Securities

The Company’s investments in debt securities are carried at either amortized cost or fair value, with the cost basis determined by the specific identification method. Debt securities for which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and carried at amortized cost. All other debt securities are classified as either trading or available-for-sale and carried at fair value.

Realized and unrealized gains and losses on trading debt securities, as well as realized gains and losses on available-for-sale debt securities, are included in net income. Unrealized gains and losses on available-for-sale debt securities, net of tax, are included in our consolidated balance sheet as a component of accumulated other comprehensive income (loss).

All debt securities matured as of June 30, 2025.

Accounts Receivable and Concentration of Credit Risk

The Company’s accounts receivable balance consists of trade receivables and contract assets, net of an allowance for credit losses. Trade receivables represent customer obligations arising from standard credit terms, while contract assets reflect revenue recognized but not yet invoiced. As of December 31, 2025, the Company reported net trade receivables of $3.4 million, comprised entirely of accounts receivable, with no contract assets. As of December 31, 2024, the Company had net trade receivables of $7.8 million, including $7.6 million of accounts receivable and $0.2 million in contract assets.

Management determines the collectability of accounts receivable by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. The Company continues to monitor these factors and will adjust credit and collection policies as necessary to address evolving market conditions and potential risks to financial performance. An account is deemed delinquent when the customer has not paid an amount due by its associated due date. If a portion of the account balance is deemed uncollectible, the Company will either write off the amount owed or provide a reserve based on its best estimate of the uncollectible portion of the account. The Company assesses collectability risk both generally and by specific aged invoices. The Company’s loss history informs a general reserve percentage, which is applied to all invoices less than 90 days from the invoice due date, currently 1% of the outstanding balance. The general reserve, which is updated periodically, recognizes that some invoices will likely become a collection risk. When an invoice ages 90 days past its due date, the Company considers each invoice to determine a reserve for collectability based on prior history and recent communications with the customer, to determine a reserve amount. Generally, the Company’s reserve for such aged invoices will approach 100% of the invoice amount.

The Company’s allowance for credit losses was $0.1 million as of December 31, 2025, compared to a reserve of $0.2 million at December 31, 2024. During the year, the Company wrote off approximately $0.1 million of accounts receivable that had been fully reserved in prior periods by applying the related allowance for credit losses. As a result, the allowance balance decreased, with no impact on the consolidated statements of operations. Management believes this estimate is reasonable, but there can be no assurance that the estimate will not change due to economic or business conditions within the industry, the individual customers, or the Company. Any adjustments to this account are reflected in the consolidated statements of operations as a general and administrative expense.

Concentrations of credit risk with respect to accounts receivable have been typically limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. The Company controls credit risk through credit approvals, credit limits, and monitoring procedures. The Company performs credit evaluations of its customers but generally does not require collateral to support accounts receivable. The Company had two customers that accounted for 12.4% and 12.5%, respectively, of total accounts receivable as of December 31, 2025 and two customers that accounted for 14.2% and 23.5%, respectively, of total accounts receivable as of December 31, 2024. The Company had two customers that accounted for 13.4% and 13.8%, respectively, of its revenue during the year ended December 31, 2025, and two customers that accounted for 10.3% and 12.8% of its revenue during the year ended December 31, 2024.

Property and Equipment

Property and equipment are recorded at cost, or if acquired in a business combination, at the acquisition date fair value. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:

The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in general and administrative expense in the consolidated statements of operations.

Goodwill represents the excess of the consideration transferred for an acquired business over the fair value of the underlying identifiable net assets. Goodwill is not amortized and is assigned to reporting units that are expected to benefit from the synergies of the business combination.

The Company tests goodwill for impairment at least annually, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. The impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. An impairment loss is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the carrying amount of goodwill.

In September 2024, the Company identified a triggering event related to changes in executive management and Board-level changes, including the Cooperation Agreement. As a result, the Company conducted an interim goodwill impairment test. The test utilized the income approach (discounted cash flow method) and the market approach (guideline transaction method) to evaluate the fair value of the Company’s IZEA reporting unit. The assessment determined that the carrying value of goodwill exceeded the fair value, resulting in a $4.0 million goodwill impairment charge recorded in the three and nine months ended September 30, 2024.

The Company completed the divestiture of the Hoozu business unit on December 31, 2024, resulting in the derecognition of $1.3 million in goodwill attributed to the unit as a part of the net loss on divestiture.

As of December 31, 2025 and 2024, the Company hadno goodwill recorded on its consolidated balance sheets.

Intangible Assets

Intangible assets with finite useful lives are recorded at cost and amortized on a straight-line basis over their estimated useful lives. The Company evaluates the recoverability of finite-lived intangible assets whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds its fair value.

Intangible assets with indefinite useful lives are not amortized but are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired.

As of December 31, 2025 and 2024, the Company hadno intangible assets recorded on its consolidated balance sheets. See “Note 5 – Intangible Assets” for additional information regarding intangible asset activity in prior periods.

Software Development Costs

In accordance with Accounting Standards Codification (“ASC”) 350-40, Internal Use Software, the Company capitalizes certain internal-use software development costs associated with creating and enhancing internally developed software used to support its managed services and internal operations. Software development activities generally include a research and planning stage, an application and development stage, and a post-implementation stage. Costs incurred in the research and planning stage and in the post-implementation stage of software development are expensed as incurred, while costs incurred in the application and development stage, including significant enhancements and upgrades, are capitalized.

Capitalized costs include personnel and related employee benefits expenses for employees or consultants directly involved in software development, as well as certain external direct costs. The Company also capitalizes qualifying costs related to cloud computing arrangements (“CCAs”). Capitalized software development costs are amortized on a straight-line basis over the estimated useful life offive years beginning when the software or related enhancements are placed in service.

The Company reviews the software development costs for impairment when events or changes indicate the carrying amounts may not be recoverable. Impairment losses, if any, are recognized in the consolidated statements of operations. In December 2024, the Company reviewed its software assets, wrote off fully amortized balances no longer active, and accelerated the amortization of certain software assets no longer in use, with further details provided in "Note 6 - Software Development Costs.”

Leases

Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), established a right-of-use model that requires a lessee to record a right-of-use asset and a right-of-use liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company does not record leases on the balance sheet with a lease term of 12 months or less at the commencement date.

Revenue Recognition

The Company generates revenue primarily from Managed Services when a marketer (typically a brand, agency, or partner) engages the Company to provide custom content, influencer marketing, amplification, or other campaign management services (“Managed Services”). The Company also generates a limited amount of revenue from access to certain platform features and related fees.

The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers(“ASC 606”). Under ASC 606, revenue is recognized based on a five-step model as follows: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) performance obligations are satisfied. Revenue is recognized when the control of the promised goods or services is transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled. The Company applies this guidance only to contracts for which it is probable that the Company will collect the consideration to which it is entitled.

The Company evaluates whether it acts as an agent or a principal for each identified performance obligation. For transactions in which the Company acts as a principal, revenue is reported on a gross basis and reflects the amount billed to the customer, with amounts it pays to third-party creators as a cost of revenue.

The Company enters into contractual arrangements with marketers and content creators, typically through master agreements or terms of service, supplemented by a statements of work that define the specific services and pricing. Transaction prices are generally fixed. Customers may prepay for services or be granted credit terms, with payment typically due within 30 days of the invoice date. Amounts billed in advance of services performed are recorded as contract liabilities and recognized as revenue as the related performance obligations are satisfied. The delivery of custom content represents a distinct performance obligation that is satisfied at a point in time when each piece of content is delivered to the customer. The Company assesses collectability based on customer creditworthiness, payment history, and transaction history.

The Company’s costs to obtain customer contracts consist primarily of sales commissions and related payroll costs. The Company has elected the practical expedient under ASC 340-40 to expense incremental costs of obtaining a contract as incurred when the expected amortization period is one year or less. Accordingly, the Company does not capitalize costs to obtain customer contracts.

Revenue from subscription or platform access arrangements (“SaaS” or “Software as a Service”), which represents an immaterial portion of the Company’s consolidated revenue, is recognized on a straight-line basis over the contractual term.

Managed Services Revenue

Managed Services arrangements may include integrated marketing campaigns delivered through digital and social media channels. Marketers typically engage the Company to generate brand awareness or advertising activity and produce custom content for internal and external use.

Managed Services are generally accounted for as a single performance obligation that is satisfied over time as customers simultaneously receive and consume the benefits of the services. Revenue is typically recognized using an input method based on costs relative to total expected costs. Services are generally performed over periods ranging fromone day toone year.

Advertising Costs

Advertising costs are expensed as incurred and include costs associated with promotional activities, including payments to third parties for marketing and brand promotion. Advertising costs are reflected within sales and marketing expenses in the accompanying consolidated statements of operations.

For the year ended December 31, 2025, advertising spend was de minimis. In comparison, advertising expenses totaled approximately $2.3 million for the year ended December 31, 2024, respectively. Advertising costs are reflected within sales and marketing expenses in the accompanying consolidated statements of operations.

Income Taxes

Deferred income taxes are accounted for using the balance sheet approach under ASC 740, which requires recognizing deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the assets and liabilities tax basis. A valuation allowance is established when, based on available evidence, it is more likely than not that some or all of a deferred tax asset will not be realized.

The Company incurs state franchise tax in certain jurisdictions, which is included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

The Company evaluates uncertain tax positions in accordance with applicable accounting guidance and recognizes the impact of uncertain tax positions when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority. Unrecognized tax benefits, if any, are recorded as liability on the consolidated balance sheet. The Company has not recognized a liability for uncertain tax positions. Interest expense and penalties related to unrecognized tax benefits, if any, are recognized in interest expense and operating expenses, respectively.

The Company’s tax years subject to examination based on the statute of limitations by the IRS are generally three years; however, tax years in which net operating losses were generated may remain subject to examination to the extent that such losses are utilized in future periods. The Company’s tax years subject to examination by the Canadian Revenue Agency is generally four years.

Fair Value of Financial Instruments

The Company’s financial instruments are recorded at fair value. Fair value is defined 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.

The valuation techniques are classified and disclosed based on a fair value hierarchy that prioritizes the inputs used in valuation techniques. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. There are three levels of inputs that may be used to measure fair value:

•Level 1– Valuation based on quoted market prices in active markets for identical assets and liabilities.

•Level 2– Valuation based on quoted market prices for similar assets and liabilities in active markets.

•Level 3– Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. As of December 31, 2025, the Company holds only cash and cash equivalents and no longer holds any marketable securities. Additional information is provided in “Note 3 – Financial Instruments of the Notes to the Consolidated Financial Statements.”

Stock-Based Compensation

Stock-based compensation for options granted under the 2011 Equity Incentive Plan and the 2023 Inducement Plan is measured at the grant date fair value and recognized on a straight-line basis over the requisite service period. Fair value is estimated using the Black-Scholes model.

The valuation of stock options requires the use of subjective assumptions, including the expected term of the option, expected stock price volatility, the risk-free interest rate, and the expected dividend yield. The Company applies the simplified method to estimate the expected term, assuming even exercise between vesting and expiration, and uses the grant-date closing stock price as the fair value of common stock. The Company uses the risk-free interest rate implied by the current yield on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The expected dividend yield is zero, as the Company has never paid cash dividends and does not anticipate paying any in the foreseeable future.

The Company estimates forfeitures and revises such estimates over the requisite service period to reflect actual and expected forfeiture activity. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change, and a revised amount of unamortized compensation expense to be recognized in future periods.

The Company may issue restricted stock or restricted stock units (“RSUs”) that vest over time or upon achievement of specified performance conditions. These awards are recorded at fair value on the grant date and expensed on a straight-line basis over the vesting period. Additional information regarding the Company’s equity compensation plans is provided in “Note 10 - Stockholder’s Equity” to the consolidated financial statements.

Business Combinations and Asset Acquisitions

The Company accounts for business combinations in accordance with Accounting Standards Codification (ASC) Topic 805, “Business Combinations.” The acquisition method of accounting is applied to all business combinations, whereby the identifiable assets acquired, liabilities assumed, and any non-controlling interests in the acquiree are recognized and measured at their fair values as of the acquisition date.

Goodwill represents the excess of the purchase price over the fair value of net identifiable assets acquired and liabilities assumed in a business combination and is recognized as of the acquisition date. The determination of fair values requires management to make estimates and assumptions related to future cash flows, discount rates, and other valuation inputs.

Acquisition-related costs, including advisory, legal, and due diligence fees, are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations in the period in which the acquisition occurs. The consolidated financial statements include the results of operations and the financial position of businesses acquired from their respective acquisition dates.

During the measurement period, which may extend up to one year from the acquisition date, the Company may record adjustments to the provisional fair values of assets acquired and liabilities assumed. Measurement period adjustments are recognized in the period identified and reflect information that existed as of the acquisition date.

Asset acquisitions are accounted for by allocating the purchase price to the individual assets acquired and liabilities assumed based on their relative fair values. Acquisition-related costs incurred in connection with asset acquisitions are capitalized as part of the cost of the assets acquired.

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Segment Reporting: Improvements to Reportable Segment Disclosures: In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improving Reportable Segment Disclosures. This update is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU also requires all annual disclosures currently required by Topic 280 to be included in the interim periods. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within the fiscal years beginning after December 15, 2024, with early adoption permitted and requiring retrospective application to all prior periods presented in the financial statements. The adoption did not have a material impact on the consolidated financial statements.

Income Taxes: Improvements to Income Tax Disclosures: In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires enhanced disclosures of income tax components affecting the rate reconciliation and income taxes paid, disaggregated by applicable taxing jurisdictions. The Company adopted this ASU effective January 1, 2025. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements; however, the ASU resulted in expanded income tax disclosure requirements.

Recently Issued Accounting Pronouncements Not Yet Adopted

Disaggregation of Income Statement Expenses: In November 2024, the FASB issued ASU No. 2024-03 (Subtopic 220-40) Disaggregation of Income Statement Expenses, which requires entities to provide enhanced disclosures related to certain expense categories included in the income statement. The update is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing the timing and impact of adopting the updated provisions.

Intangibles - Goodwill and Other - Internal-Use Software: In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which eliminates the previous stage-based model for software development and introduces a principles-based framework for determining when capitalization of internal-use software costs is appropriate. The update also incorporates guidance on assessing significant development uncertainty and relocates the website development guidance from Subtopic 350-50 into Subtopic 350-40. The amendments are effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently assessing the timing and impact of adopting the updated provisions.

Interim Reporting (Topic 270): Narrow-Scope Improvements: In December 2025, the Financial Accounting Standards Board issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the scope and applicability of interim reporting guidance and certain interim disclosure requirements. The amendments are effective for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures.

NOTE 2. BUSINESS ACQUISITIONS AND DIVESTITURES

Divestiture of Hoozu Holdings PTY Ltd.

On December 18, 2024, the Company completed the divestiture of Hoozu Holdings PTY Ltd. (“Hoozu”) through its sale to a private Australian company.

The divestiture resulted in cash proceeds of $73,529, net of approximately $28,000 in transaction costs, and resulted in a net loss of $1.9 million, including the derecognition of $1.3 million in goodwill attributed to the unit, net of a $0.3 million deferred tax benefit. The loss on the sale, together with the year-to-date results of operations of Hoozu through the date of divestiture, is reflected in the Company’s financial statements for the period ended December 31, 2024.

Acquisition of 26 Talent

On July 1, 2024, the Company, through its subsidiary Hoozu, completed the acquisition of 26 Talent. The acquired business was subsequently integrated into Hoozu’s operations and was included in the December 18, 2024 divestiture of Hoozu.

Total consideration for the acquisition consisted of $0.2 million in cash and contingent consideration of up to $0.1 million, which was based on the achievement of specified revenue thresholds. No contingent consideration was paid prior to the divestiture of Hoozu. The acquisition was accounted for in accordance with ASC 805, Business Combinations.

Terminated Acquisition - The Reiman Agency

On July 24, 2024, the Company entered into an acquisition agreement with The Reiman Agency (“TRA”). The acquisition was subsequently terminated, effective September 30, 2024. All consideration paid to TRA upon closing was returned, a termination fee was paid to the Company, and the inducement grant issued in connection with Mr. Reiman’s employment was forfeited.

The operating results of TRA, which are immaterial, are included in the Company’s operating results for the September 30, 2024 quarter.

NOTE 3. FINANCIAL INSTRUMENTS

Cash, Cash Equivalents, and Marketable Securities (Available for Sale)

The Company maintains its cash, cash equivalents, and marketable securities with a nationally recognized financial institution. Cash equivalents consist of highly liquid investments with original maturities of three months or less.

As of December 31, 2025 the Company held $50.9 million in cash and cash equivalents and did not hold any marketable securities. As of December 31, 2024, the Company held $51.1 million in cash and cash equivalents and marketable securities classified as available-for-sale.

Cash equivalents and marketable securities are recorded at fair value. Cash equivalents are classified as Level 1 financial instruments under the fair value hierarchy. Marketable securities are classified within Level 1 or Level 2 depending on the observability of inputs used in their valuation. The Company recognized a gain of $23,799 for the year ended December 31, 2025 and a loss of $4,323 for the year ended December 31, 2024, resulting from the sale of marketable securities.

Realized gains and losses are a component of other income (expense), net. Unrealized gains and losses are a component of other comprehensive income (loss) (“OCI”).

The following table summarizes the estimated fair value of investments in marketable debt securities by stated contractual maturity dates:

The following table presents fair values and net unrealized gains (losses) recorded to OCI, aggregated by investment category:

During the year ended December 31, 2025, all marketable securities matured and were settled, clearing any unrealized gains and losses. Accordingly, the Company did not hold any marketable securities at year end, nor did it recognize any associated credit losses.

NOTE 4. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

Depreciation expense on property and equipment recorded in depreciation and amortization expense in the consolidated statements of operations was $86,443 and $105,281 for the years ended December 31, 2025 and 2024, respectively.

NOTE 5. INTANGIBLE ASSETS

Definite Lived Intangible Assets

The Company hadno definite-lived intangible assets as of December 31, 2025 and December 31, 2024. The Company did not have any amortization expense related to definite-lived intangible assets during the year ended December 31, 2025.

Amortization expense related to definite-lived intangible assets totaled $294,568 for the year ended December 31, 2024. This expense primarily related to the amortization of trade names and customer lists acquired in connection with the Hoozu and Zuberance acquisitions, both of which were sold or discontinued in 2024.

Digital Assets

In September 2024, the Company sold all of its digital assets for total proceeds of $190,170, net of de minimis fees.

As of December 31, 2024, the Companyno longer held any digital assets. During the year ended December 31, 2024, the Company recorded a gain of$28,414.

Prior to their sale in September 2024, the Company measured its digital assets at fair value in accordance with ASU 2023-8, Accounting for and Disclosure of Crypto Assets, based on quoted prices on the active markets for such assets (Level 1 inputs). Changes in fair value were recognized in earnings in the period identified.

Gains and losses on digital assets, including changes in fair value and gains or losses recognized upon sale, were recorded in other income (expense), net, in the consolidated statements of operations and comprehensive loss. In determining the gain to be recognized upon sale, the Company calculates the difference between the sales price and the carrying value of the digital assets sold immediately prior to the sale.

The Company’s goodwill balance changed in 2024, as follows:

Goodwill reflects the amount by which the purchase price of an acquired business exceeds the fair value of its identifiable net assets. Goodwill is not amortized and is evaluated for impairment at least annually, or more often if circumstances indicate a potential impairment.

The Company performs an annual impairment assessment of goodwill on October 1 each year or more frequently if certain indicators are present. In September 2024, the Company identified a triggering event related to changes in executive management and Board-level changes, including the Cooperation Agreement. As a result, the Company performed an interim assessment of goodwill using the income approach of the discounted cash flow method and the market approach of the guideline transaction method. This assessment determined that the carrying value of the Company’s IZEA reporting segment exceeded its fair value, leading to a $4.0 million goodwill impairment recorded in September 2024.

In December 2024, in conjunction with recording a loss on the divestiture of its Hoozu reporting unit, the Company recognized a 1.3 million impairment related to intangible assets from the divested business, bringing the consolidated goodwill impairment for the year ended December 31, 2024, to $5.3 million.

There was no goodwill activity in 2025. As of December 31, 2025 and December 31, 2024, the Company hadno goodwill recorded on its consolidated balance sheet.

NOTE 6. SOFTWARE DEVELOPMENT COSTS

Software development costs consist of the following:

The Company capitalized of $0.8 million and $0.8 million for the years ended December 31, 2025 and 2024, respectively of internal-use software development costs. Capitalized costs consist primarily of direct materials, consulting, payroll, and benefit costs associated with software development activities.

The Company amortizes capitalized software development costs on a straight-line basis over the estimated useful life of five years, beginning when the related software or features are available for their intended use. This estimated useful life is consistent with the period over which the Company’s legacy platforms have historically been in service, or the actual useful life if shorter.

Amortization expenses related to capitalized software development cost of $0.5 million and $0.8 million during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, future estimated amortization expense related to software development costs is set forth in the following schedule:

NOTE 7. ACCRUED EXPENSES

Accrued expenses consist of the following:

(1)During the quarter ended September 30, 2024, the Company announced the departure oftwo executives. In accordance with their Separation Agreements and the payments they were entitled to receive, a severance amount of $0.9 million was accrued and to be paid over the following twelve-month period. In December 2024, in conjunction with a targeted workforce reduction, the Company accrued $0.3 million in severance costs that were paid in January 2025. As of December 31, 2025, no severance accrual remains outstanding, as the liability has been fully settled.

NOTE 8. NOTES PAYABLE

Finance Obligation

The Company purchases laptop computer equipment through installment payment arrangements with a third-party vendor, which are accounted for as financing obligations. The related equipment is recorded as fixed assets, and the corresponding liability is recorded at its present value using an imputed interest rate of 12.9%, which approximates the Company’s incremental borrowing rate. Interest expense is recognized over the term of the payment plans.

In connection with a refresh of a portion of its computer inventory, the Company entered into a three-year payment plan with the same vendor during 2022. As of December 31, 2025 and December 31, 2024, the outstanding balance under these financing arrangements was $9,106 and $63,420, respectively. The short-term portion of the obligation, totaling $9,106 and $59,386 as of December 31, 2025 and 2024, respectively, is included in accrued expenses in the consolidated balance sheets.

Interest expense related to these financing arrangements totaled $6,189 and $8,129 for the years ended December 31, 2025 and 2024, respectively, and is included in interest expense in the consolidated statements of operations and comprehensive loss.

NOTE 9. COMMITMENTS AND CONTINGENCIES

Deferred Purchase Price

As part of the acquisitions of Hoozu Holdings Pty Ltd. (“Hoozu”) in December 2023 and 26 Talent in July 2024, the Company recorded contingent consideration liabilities related to potential earn-out payments, all of which were fully recognized in the consolidated statements of operations during 2024. On December 18, 2024, the Company completed the divestiture of Hoozu, including the sale of 26 Talent, which had been integrated into Hoozu’s Huume talent-management division. In connection with the divestiture, all remaining contingent consideration obligations related to these acquisitions were either settled or placed into escrow, with the escrowed funds held by outside counsel. In July 2025, upon satisfaction of the applicable earn-out conditions, the escrowed funds were released. As a result, no contingent consideration liabilities or related commitments associated with Hoozu or 26 Talent remained outstanding as of December 31, 2025.

Lease Commitments

The Company does not have any operating or finance leases greater than 12 months in duration as of December 31, 2025.

Retirement Plans

The Company offers a defined contribution 401(k) retirement plan to eligible employees. In November 2025, the Company implemented a new 401(k) plan that replaced its prior plan with substantially similar provisions, and participant account balances were rolled into the new plan. Under the plan, the Company matches participant contributions equal to 50% of each participant’s contribution, up to a maximum of 8% of the participant’s salary. Employer matching contributions vest ratably over four years of service.

Total expense for employer matching contributions during the years ended December 31, 2025 and 2024 was recorded in the Company’s consolidated statements of operations as follows:

Litigation

The Company may occasionally be involved in legal proceedings in the ordinary course of business. While litigation carries inherent uncertainties, the Company is not currently a party to any matters that it believes would have a material adverse effect, individually or in the aggregate.

NOTE 10. STOCKHOLDERS’ EQUITY

Authorized Shares

The Company has 50,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock, each with a par value of $0.0001 per share.

Share Repurchase

On June 28, 2024, the Company announced that its Board of Directors had authorized a $5.0 million share repurchase program of the Company’s common stock. In conjunction with the Cooperation Agreement entered into on September 6, 2024, the maximum authorized repurchase amount was increased to $10.0 million. Repurchases under the program may be made through open market purchases, privately negotiated transactions, or other methods, including tender offers.

Pursuant to this authorization, on May 13, 2025, the Company launched a modified “Dutch auction” tender offer to repurchase up to $8.7 million of its outstanding common stock. The tender offer expired on June 16, 2025. In accordance with the terms of the offer, the Company repurchased 38,682 shares at a purchase price of $2.80 per share, for an aggregate cost of approximately $0.1 million, excluding fees and expenses.

On June 16, 2025, the Company entered into an agreement with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) authorizing Ladenburg to purchase shares of the Company’s common stock on the Company’s behalf beginning on July 16, 2025, and ending on the earliest of May 15, 2026, the date the aggregate dollar limit under the Company’s repurchase authorization is reached, or the occurrence of certain other specified events. Purchases will be made from time to time, depending on market conditions, in open market or privately negotiated transactions, at prices deemed appropriate by management and are intended to comply with the safe harbor provisions of Rules 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. As of December 31, 2025, no shares have been purchased under this plan.

As of December 31, 2025, the Company had cumulatively repurchased 561,950 shares under its share repurchase programs at an aggregate cost of $1.4 million, representing the total treasury stock reflected on the consolidated balance sheet. The average purchase price of these shares was $2.55 per share. As of December 31, 2025, approximately $8.7 million remained available for repurchase under the Company’s authorization.

Equity Incentive Plan

The Company’s stockholders approved an amendment and restatement of the 2011 Equity Incentive Plan at the Company’s 2024 Annual Meeting of Stockholders held on December 12, 2024, to increase the number of plan shares by

700,000 shares, from 3,675,000 to 4,375,000 shares. As of December 31, 2025, the Company had 291,384 remaining shares of common stock available for future issuance under the 2011 Equity Incentive Plan.

Restricted Stock

Under the 2011 Equity Incentive Plan, the Board determines the terms and conditions of each restricted stock issuance, including any future vesting restrictions.

The Company issues a stock grant to each of its independent directors on a quarterly basis for their annual service on the Board, with the shares vesting at the grant date. In 2025, the Company issued a total of 122,892 shares of restricted common stock, with an aggregate grant date valuation of $0.4 million. In 2024, the Company issued a total of 125,863 shares of restricted common stock with a grant date fair value of $0.3 million.

The following table contains summarized information about restricted stock issued during the years ended December 31, 2024 and December 31, 2025:

Expenses recognized on restricted stock issued to independent directors for services were $0.4 million and $0.3 million during the years ended December 31, 2025 and 2024, respectively.

Restricted Stock Units

The Board determines the terms and conditions of each restricted stock unit award issued under the Equity Incentive Plan.

During the year ended December 31, 2025, the Company issued a total of 768,967 time-based restricted stock units, initially valued at $2.2 million, as additional compensation, including 700,817 time-based restricted stock units, initially valued at $2.0 million, to non-executive employees and 68,150 time-based restricted stock units, initially valued at $0.2 million, to executives. These time-based restricted stock units have vesting periods ranging from 36 to 48 months from issuance.

On September 6, 2024, the Company granted 490,400 performance-based restricted stock units (“PBRSUs”) with an initial fair value of $0.5 million. The vesting of these awards will occur annually over a four-year period and its contingent upon the achievement of specified performance measures, including a market condition. The fair value of the awards was estimated on the grant date using a Monte Carlo simulation model due to the market condition. No similar awards were granted in 2025. The fair value assumptions using the Monte Carlo simulation model for the award granted in 2024 were:

Performance-based equity awards, including those granted to the Company’s Chief Executive Officer, are accounted for as restricted stock units and are included within the Company’s restricted stock unit activity and share pool disclosures.

The following table contains summarized information about restricted stock units during the years ended December 31, 2025 and December 31, 2024:

(1)In the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the table summarizing the shares granted during the year inadvertently omitted certain equity awards, although the correct total was disclosed in the accompanying narrative. The table has been updated to reflect the correct total of 2,348,423 shares granted. This correction had no impact the Company’s consolidated financial statements.

Stock-based compensation expense related to restricted stock units totaled approximately $1.5 million and $2.6 million for the years ended December 31, 2025 and 2024, respectively, and is included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

On December 31, 2025, the fair value of the Company’s common stock was approximately $4.38 per share, and the intrinsic value of the non-vested restricted units was $6.4 million. Total unrecognized compensation cost related to non-vested restricted stock units as of December 31, 2025, is $3.3 million, which is expected to be recognized over a weighted-average vesting period of approximately 1.33 years.

Stock Options

Under the 2011 Equity Incentive Plan, the Board determines the exercise price, vesting terms, and contractual life of stock option awards. The exercise price of incentive and nonqualified stock options is not less than 100% of the fair market value of the Company’s common stock on the grant date, or 110% of fair market value for incentive stock options granted to individuals who own more than 10% of the Company’s outstanding common stock. Unless otherwise determined at the time of grant, stock options have a contractual term often years and vest 25%one year from the grant date, with the remaining balance vesting in equal monthly installments over the subsequent three years. Shares issued upon the exercise of stock options are newly issued shares.

A summary of option activity under the 2011 Equity Incentive Plan during the years ended December 31, 2024 and December 31, 2025, is presented below:

A summary of the nonvested stock option activity under the 2011 Equity Incentive Plan during the years ended December 31, 2024, and December 31, 2025, is presented below:

There were outstanding options to purchase 19,269 shares with a weighted average exercise price of $11.76 per share, of which options to purchase 19,269 shares were exercisable with a weighted average exercise price of $11.76 per share as of December 31, 2025.

Stock-based compensation expense recognized for stock options issued to employees was $9,495 and $171,897 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, there was no unrecognized compensation cost related to non-vested stock option awards, as all awards were fully vested.

Inducement Plan

On November 30, 2023, the Board of Directors adopted the IZEA Worldwide, Inc. 2023 Inducement Plan (the “Inducement Plan”) to accommodate equity grants to new employees hired by IZEA in connection with acquisition transactions. Under the Inducement Plan, IZEA may grant restricted stock units (“RSUs”), including performance-based and time-based RSUs, with respect to up to a total of 1,800,000 shares of IZEA common stock to new employees of IZEA or its subsidiaries.

The Inducement Plan was adopted without stockholder approval in reliance on Rule 5635(c)(4) of the NASDAQ Listing Rules Awards under the Inducement Plan may be granted only to individuals who were not previously employees or non-employee directors of the Company, or following a bona fide period of non-employment, as an inducement material to such the individuals’ entry into employment with the Company or in connection with a merger or acquisition, as permitted by the NASDAQ Listing Rules.

The following table contains summarized information about inducement grant-related RSUs during the years ended December 31, 2024 and December 31, 2025.

(1)Inducement shares forfeited in 2024 were related to the divestiture of Hoozu in December 2024.

Employee Stock Purchase Plan

The amended and restated IZEA Worldwide, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”) provides for the issuance of up to 125,000 shares of the Company’s common stock to eligible employees regularly employed by the Company for 90 days or more on a full-time or part-time basis (20 hours or more per week on a regular schedule). The ESPP operates in successive six-month periods commencing at the beginning of each fiscal year half.

Eligible employees may elect to purchase shares of the Company’s common stock through payroll deductions of up to 10% of their annual compensation, subject to a maximum of $21,250 per year or 2,000 shares per offering period. The purchase price will be the lower of (i)85% of the fair market value of a share of common stock on the first day of the offering period or (ii)85% of the fair market value of a share of common stock on the last day of the offering period. The ESPP will continue until January 1, 2028, unless otherwise terminated by the Board.

Stock compensation expense related to the ESPP totaled $21,212 and $5,008 for the years ended December 31, 2025 and 2024, respectively, and is included in general and administrative expenses in the consolidated statement of operations and comprehensive loss. As of December 31, 2025, there were 52,992 remaining shares of common stock available for future issuance under the ESPP.

Shareholder Rights Plan

On May 28, 2024, the Board of Directors declared a dividend ofone preferred share purchase right (a “Right”) for each share of the Company’s common stock as of June 7, 2024 (the “Record Date”), pursuant to a Rights Agreement between the Company and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent. This Rights Agreement, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 28, 2024, expired on May 31, 2025. The Rights did not become exercisable prior to the expiration of the Rights Agreement.

Summary of Stock-Based Compensation

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period, net of estimated forfeitures, see “Note 1 Company and Summary of Significant Accounting Policies.”

Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options, and employee stock purchase plan issuances during the years ended December 31, 2025 and 2024 was recorded in the Company’s consolidated statements of operations as follows:

Accumulated Other Comprehensive Income (Loss)

We recognize activity in other comprehensive income (loss) for unrealized gains and losses on securities and foreign currency translation adjustments. The activity in accumulated other comprehensive income (loss) for the years ended December 31, 2025 and 2024 was as follows:

NOTE 11. EARNINGS (LOSS) PER COMMON SHARE

Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period, adjusted for the potential dilutive effect of stock options, unvested restricted stock units, and other convertible securities. The calculation includes the effect of dilutive securities only when their inclusion would not be anti-dilutive. For share-based awards, the Company uses the treasury stock method, which assumes proceeds from the assumed exercise or vesting are used to repurchase shares at the average market price during the period.

The Company excluded the following weighted average items from the above computation of diluted loss per common share, as their effect would be anti-dilutive:

NOTE 12. REVENUE

The following table illustrates the Company’s revenue:

The Company’s revenue is predominantly derived from Managed Services. Managed Services revenue consists primarily of Sponsored Social and Content services. Sponsored Social revenue, which totaled $27.4 million and $30.6 million for the years ended December 31, 2025 and 2024, respectively, is recognized over time. Content revenue, which totaled $3.6 million and $4.5 million for the years ended December 31, 2025 and 2024, respectively, is recognized at a point in time. SaaS Services Revenue, which is not material to total revenue, is recognized over time.

The following table provides the Company’s revenues as determined by customer geographic region:

Contract Assets and Liabilities

The following tables provide information about receivables, contract assets, and contract liabilities from contracts with customers reported in the Company’s consolidated balance sheet:

(1) Contract liabilities represent consideration received from customers for which the related performance obligations have not yet been satisfied.

The Company does not typically enter into contracts with original terms exceedingone year. As a result, substantially all of the contract liabilities recorded at the end of the year are recognized as revenue in the following year. The contract liability balance as of December 31, 2024, was $8.2 million. Of that balance, $7.5 million was recognized as revenue during the year ended December 31, 2025. The contract liability balance as of December 31, 2025, was $4.7 million. The Company expects to recognize substantially all of this balance as revenue within the next twelve months.

Contract receivables are recognized when the Company’s right to consideration is unconditional. Contract liabilities relate to the consideration received from customers in advance of the Company satisfying performance obligations under the terms of the contracts. Contract liabilities increase as advance payments from customers are received and decrease as revenue is recognized upon satisfaction of the related the performance obligations.

As a practical expedient, the Company expenses the costs of sales commissions and other incremental costs of obtaining customer contracts when the amortization period of such costs would have beenone year or less.

Remaining Performance Obligations

As substantially all of the Company’s contracts have terms ofone year or less, the remaining performance obligations at December 31, 2025 and December 31, 2024, are equal to the contract liabilities disclosed above. The Company expects to recognize substantially all of the remaining performance obligations as of December 31, 2025 as revenue within twelve months.

NOTE 13. SEGMENT DISCLOSURES

The Company provides value through managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing (the “Managed Services”). The Company operates asone operating andone reportable segment in accordance with ASC 280, Segment Reporting.

The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer (“CEO”). The CODM evaluates segment performance and makes resource allocation decisions based on net income, which represents the measure of segment profit reviewed for purposes of assessing operating performance, allocating resources, and evaluating financial results.

In assessing performance, the CODM considers revenue growth and profitability trends to evaluate market demand, pricing strategies, customer acquisition and retention, and operating efficiency. Expense trends, including personnel-related costs and other cash operating costs, are monitored to assess cost structure, scalability, and the impact of strategic initiatives. Non-cash items, including depreciation and amortization, stock-based compensation, and impairment charges, are also reviewed as part of the overall assessment of segment profitability.

The following table presents the Company’s single reportable segment results for the years ended December 31, 2025 and 2024, which reconcile to the consolidated statements of operations and comprehensive loss:

Cost Classification Descriptions

The following descriptions provide additional detail regarding certain components included in the segment results above.

•Cost of revenue consists primarily of influencer fees and other costs directly attributable to fulfilling customer contracts.

•Human capital costs include employee-related expenses such as salaries, wages, bonuses, commissions, payroll taxes, and employee benefits.

•Other cash operating costs represent recurring operating expenses necessary to run the business, excluding non-cash items such as depreciation, amortization, and stock-based compensation, and primarily include professional services, software subscriptions, travel, and other general business expenses.

•Other expense (income), net includes realized gains and losses on marketable securities, digital assets, and foreign exchange transactions.

NOTE 14. INCOME TAX

Income (loss) from continuing operations before income taxes for the years ended December 31, 2025 and 2024 were as follows:

Income tax expense (benefit) for the years ended December 31, 2025 and 2024 were as follows:

The Company didnot recognize income tax expense for the year ended December 31, 2025. For the year ended December 31, 2024, the Company recognized a deferred tax benefit of $0.4 million related to the write-off of deferred tax assets associated with the divestiture of Hoozu.

Cash income taxes paid for the years ended December 31, 2025 and 2024 were as follows:

The Company did not make cash income tax payments during the years ended December 31, 2025 and 2024 due to a taxable loss generated for the current year.

The following summary reconciles differences from taxes at the federal statutory rate with the effective rate for the year ended December 31, 2024:

The following table reconciles the U.S. federal statutory income tax rate to the Company’s effective tax rate for the year ended December 31, 2025. All reconciling items that exceeded the 5% threshold prescribed under ASU 2023-09 are presented separately below.

Because the Company maintains a full valuation allowance against its U.S. and certain state deferred tax assets, changes in deferred tax assets primarily result in corresponding changes in the valuation allowance, producing significant rate impacts during periods of pretax loss.

State income tax expense is concentrated in a limited number of jurisdictions. For the year ended December 31, 2025, the Company's state effective tax rate was primarily attributable to Florida and California, which total to more than 50% of the overall state effective tax rate due to the location of the Company’s employees and the revenue generated from customers in these states.

The components of the Company’s net deferred income tax assets and liabilities for the years ended December 31, 2025 and 2024 were as follows:

Net Operating Loss Carryforwards and Valuation Allowance

As of December 31, 2025, the Company had net operating loss (“NOL”) carryforwards of approximately $48.7 million for U.S. federal income tax purposes, subject to certain utilization limitations under Internal Revenue Code (“IRC”) Section 382. During 2024, the Company conducted a study of its past ownership changes and determined that approximately $55.6 million of its federal NOLs were limited and would likely expire before they could be utilized. Based on our history of losses, and the restrictions imposed by Section 382, management determined that it is unlikely future taxable income will be sufficient to realize benefit from its NOLs. Accordingly, the Company has recorded a full valuation allowance of the deferred tax asset associated with $48.7 million in usable NOLs.

The Company continuously assesses the likelihood of realizing its deferred tax assets and adjusts their carrying amount through a valuation allowance when it is more likely than not that some or all of the assets will not be realized. In evaluating realizability, the Company considers multiple factors, including recent cumulative earnings by taxing jurisdiction, projected future taxable income or loss, available carryforward periods for tax reporting, and other relevant considerations.

The valuation allowance against deferred tax assets decreased by $0.8 million in 2025, primarily due to the realization and reversal of deductible temporary differences, including accrued expenses and fixed asset related differences, as well as the utilization of net operating losses. These decreases were partially offset by deferred tax assets generated from stock-based compensation, Section 174 research and development expenditures, capital loss carryforwards, and capitalized software.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examinations by federal, foreign, and state and local jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from 2022 to the present in the U.S. and in the Company's foreign operations. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized in a future period.

Uncertain Tax Positions

The Company recognizes uncertain tax positions in accordance with ASC 740. The Company had no unrecognized tax benefits as of December 31, 2025 and 2024. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense.

NOTE 15. SUBSEQUENT EVENTS

The Company has completed an evaluation of all subsequent events through March 17, 2026, to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements and events that occurred but were not recognized in the consolidated financial statements.