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.

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.

Basis of Presentation

The accompanying unaudited consolidated balance sheet as of March 31, 2026, and the related unaudited consolidated statements of operations, comprehensive loss, stockholders’ equity, and statement of cash flows for the three months ended March 31, 2026 and 2025 have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. In the opinion of management, these unaudited consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of March 31, 2026 and its results of operations and cash flows for the periods presented.

The consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements as of that date but does not include all of the information and notes required by GAAP for complete financial statements.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year.

These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes as of and for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2026.

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 $45.9 million and $50.3 million as of March 31, 2026 and December 31, 2025, 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 (loss). 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 March 31, 2026, the Company reported net trade receivables of $5.9 million, including $5.8 million of accounts receivable and $9,475 contract assets. As of December 31, 2025, the Company had net trade receivables of $3.4 million comprised entirely of accounts receivable, with no 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 is 90 days past its due date, the Company considers each invoice to determine a collectability reserve based on prior history and recent communications with the customer. Generally, the Company’s reserve for such aged invoices will approach 100% of the invoice amount.

The Company’s allowance for credit losses was approximately $0.1 million as of March 31, 2026, unchanged from December 31, 2025. Management continues to monitor the collectability of accounts receivable and believes the allowance is adequate as of the reporting date.

Concentrations of credit risk with respect to accounts receivable have typically been 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 three customers that accounted for 10.5%,13.5%, and 40.8%, respectively, of total accounts receivable as of March 31, 2026 and two customers that accounted for 12.4% and 12.5%, respectively, of total accounts receivable as of December 31, 2025. The Company had two customers that accounted for 12.6% and 13.4%, respectively, of its revenue during the three months ended March 31, 2026, and three customers that accounted for 14.3%,18.3%, and 18.6% of its revenue during the three months ended March 31, 2025.

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 unaudited consolidated statements of operations.

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 unaudited consolidated statements of operations. Additional information regarding software development costs is provided in “Note 4 — Software Development Costs of the Notes to the Unaudited Consolidated Financial Statements.”

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 statement 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 standard payment terms of 30 days from 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 unaudited consolidated statements of operations.

For the three months ended March 31, 2026, and 2025, advertising costs were approximately $18,867 and $4,658, respectively. Advertising costs are reflected within sales and marketing expenses in the accompanying unaudited 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 unaudited 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 a 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 March 31, 2026, the Company holds only cash and cash equivalents and no longer holds any marketable securities. Additional information is provided in “Note 2 – Financial Instruments of the Notes to the Unaudited 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 8 - Stockholder’s Equity of the Notes to the Unaudited Consolidated Financial Statements.”

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 unaudited 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. FINANCIAL INSTRUMENTS

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

The Company maintains its cash and cash equivalents with nationally recognized financial institutions. Cash equivalents consist of highly liquid investments with original maturities of three months or less, including money market funds.

As of March 31, 2026 and December 31, 2025, the Company held cash and cash equivalents primarily in money market funds and did not hold any marketable securities. All previously held marketable securities matured in June 2025, and the proceeds were reinvested in money market funds.

As of March 31, 2026, the Company held $46.5 million in cash and cash equivalents.

NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

Depreciation expense on property and equipment recorded in depreciation and amortization expense in the unaudited consolidated statements of operations was $10,922 and $22,955 for the three months ended March 31, 2026 and 2025, respectively.

NOTE 4. SOFTWARE DEVELOPMENT COSTS

Software development costs consist of the following:

The Company capitalized internal-use software development costs of $0.2 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively. Capitalized costs consist primarily of consulting fees and payroll and related benefit costs incurred in connection with software development activities including the continued development of the Company’s technology platform, recently rebranded as ZED, which has a planned in-service date during the second quarter of 2026.

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 $0.1 million and $0.1 million during the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, future estimated amortization expense related to software development costs is set forth in the following schedule:

NOTE 5. ACCRUED EXPENSES

Accrued expenses consist of the following:

NOTE 6. 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 March 31, 2026 and December 31, 2025, the obligation consists entirely of short-term amounts totaling $2,369 and $9,106, respectively, all of which are included in accrued expenses in the unaudited consolidated balance sheets.

Interest expense related to these financing arrangements totaled $372 and $1,654 for the three months ended March 31, 2026 and 2025, respectively, and is included in interest expense in the unaudited consolidated statements of operations and comprehensive loss.

NOTE 7. COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company does not have any operating or finance leases greater than 12 months in duration as of March 31, 2026 and 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-matched contributions vest ratably over four years of service.

Total expense for employer-matched contributions during the three months ended March 31, 2026 and 2025 was recorded in the Company’s unaudited consolidated statements of operations as follows:

(1) Negative expense in Sales and Marketing due to our targeted workforce reduction that was announced in December 2024 and executed in January 2025.

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 8. 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 Repurchases

On June 28, 2024, the Company’s Board of Directors authorized a share repurchase program for up to $5.0 million of the Company’s common stock, which was subsequently increased to $10.0 million in September 2024. Repurchases under the program may be made from time to time in open market or privately negotiated transactions, subject to market conditions and other factors.

In May 2025, the Company completed a modified “Dutch auction” tender offer pursuant to which it repurchased 38,682 shares of common stock 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”) to repurchase shares on the Company’s behalf beginning on July 16, 2025 through May 15, 2026, subject to the terms of the Company’s authorization and in compliance with Rules 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as amended. As of March 31, 2026, no shares have been purchased under this plan.

As of March 31, 2026, the Company had repurchased a cumulative total of 523,268 shares of its common stock under the current program for an aggregate cost of approximately $1.3 million, recorded as treasury stock on the consolidated balance sheet. The average purchase price was $2.53 per share, and approximately $8.7 million remained available for repurchase under the program as of that date.

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 March 31, 2026, the Company had 305,333 remaining shares of common stock available for future issuance under the 2011 Equity Incentive Plan.

Restricted Stock

Under the Company’s 2011 Equity Incentive Plan, the Compensation Committee of the Board of Directors determines the terms and conditions of equity awards granted to participants, including vesting provisions.

In 2025, the Company granted a total of 122,892 shares of restricted common stock to its independent directors for their annual service, with an aggregate grant-date fair value of approximately $0.4 million. These awards were granted in quarterly installments on the last day of each quarter and vested immediately upon grant.

During the three months ended March 31, 2026, the Company granted its six independent directors a total of 25,644 shares of restricted common stock with an aggregate grant-date fair value of approximately $0.1 million. These shares vested immediately upon grant.

The following table summarizes restricted stock activity during the year ended December 31, 2025 and the three months ended March 31, 2026:

Expenses recognized on restricted stock issued to independent directors for services were $0.1 million and $0.1 million during the three months ended March 31, 2026 and 2025, respectively.

Restricted Stock Units

The Board of Directors determines the terms and conditions of equity awards granted under the Company’s Equity Incentive Plan.

Time-based RSUs

During the three months ended March 31, 2026, the Company granted 16,818 time-based restricted stock units (“RSUs”) to an executive with an aggregate grant-date fair value of approximately $0.1 million. The award vests over a period of 36 months from the grant date.

Performance-based RSUs

On September 6, 2024, the Company granted 490,400 performance-based restricted stock units (“PBRSUs”) with a grant-date fair value of approximately $0.5 million. The PBRSUs vest annually over a four-year period and are contingent upon the achievement of specified performance measures, including a market condition. Because the awards include a market condition, fair value was estimated on the grant date using a Monte Carlo simulation model. No PBRSUs were granted during the three months ended March 31, 2026 or during 2025. The key assumptions used in the Monte Carlo model for the 2024 grant were as follows:

Performance-based awards are accounted for as restricted stock units and are included in the Company’s RSU activity and share pool disclosures.

The following table summarizes RSU activity for the year ended December 31, 2025 and the three months ended March 31, 2026:

Stock-based compensation expense related to RSUs was approximately $0.4 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively, and is included in general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss.

As of March 31, 2026, the fair value of the Company’s common stock was approximately $3.51 per share, and the intrinsic value of non-vested RSUs was approximately $4.7 million. Total unrecognized compensation cost related to non-vested RSUs was approximately $3.0 million as of March 31, 2026 and is expected to be recognized over a weighted-average period of approximately 2.5 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 year ended December 31, 2025 and the three months ended March 31, 2026, is presented below:

A summary of the nonvested stock option activity under the 2011 Equity Incentive Plan during the year ended December 31, 2025, and three months ended March 31, 2026, is presented below:

As of March 31, 2026, options to purchase 14,518 shares were outstanding and exercisable, with a weighted-average exercise price of $13.00 per share.

Stock-based compensation expense recognized for stock options issued to employees was $7,501 for the three months ended March 31, 2025. As of March 31, 2026, there was no unrecognized compensation cost related to non-vested stock option awards, as all awards were fully vested.

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 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 year ended December 31, 2025 and the three months ended March 31, 2026.

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 $15,046 and $10,789 for the three months ended March 31, 2026 and 2025, respectively, and is included in general and administrative expenses in the consolidated statement of operations and comprehensive loss. As of March 31, 2026, there were 52,992 remaining shares of common stock available for future issuance under the ESPP.

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 of the notes to the unaudited Consolidated Financial Statements.”

Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options, and employee stock purchase plan issuances during the three months ended March 31, 2026 and 2025 was recorded in the Company’s unaudited consolidated statements of operations as follows:

(1)Stock-based compensation expense for the Sales and Marketing department was negative during the period as a result of the targeted workforce reduction announced in December 2024 and implemented in January 2025. The negative expense reflects the reversal of previously recognized compensation cost associated with unvested awards that were forfeited upon employee termination. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. When an employee departs prior to completing the vesting period, any unvested awards are forfeited and previously recognized expense related to those awards is reversed in the period of forfeiture.

Accumulated Other Comprehensive 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 three months ended March 31, 2026 and 2025 was as follows:

NOTE 9. LOSS PER COMMON SHARE

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

Diluted earnings 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 10. 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 $6.0 million and $6.8 million for the three months ended March 31, 2026 and 2025, respectively, is recognized over time. Content revenue, which totaled $0.6 million and $1.2 million for the three months ended March 31, 2026 and 2025, 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, 2025, was $4.7 million. Of that balance, $3.7 million was recognized as revenue during the three months ended March 31, 2026. The contract liability balance as of March 31, 2026, was $4.9 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 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 totaledone 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 March 31, 2026 and December 31, 2025, are equal to the contract liabilities disclosed above. The Company expects to recognize substantially all of the remaining performance obligations as of March 31, 2026 as revenue within twelve months.

NOTE 11. SEGMENT DISCLOSURES

The Company provides value through its Managed Services, by managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing. 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 (loss), 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. Segment profitability is primarily evaluated based on cash operating costs and EBITDA, which excludes non-cash items such as depreciation and amortization, stock-based compensation, and impairment charges, though these items are considered in the overall assessment.

The following table presents the Company’s single reportable segment results for the three months ended March 31, 2026 and 2025, which reconcile to the unaudited 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 and foreign exchange transactions.

NOTE 12. INCOME TAX

The Company’s effective income tax rate was approximately 0% for the three months ended March 31, 2026 and 2025. The effective tax rate in both periods differs from the U.S. federal statutory rate primarily due to the impact of a full valuation allowance recorded against the Company’s deferred tax assets, which results in no income tax benefit being recognized on pre-tax losses. The Company continues to maintain a full valuation allowance against its net deferred tax assets as of March 31, 2026. As a result, no material income tax expense or benefit was recorded for the three months ended March 31, 2026 and 2025.

NOTE 13. SUBSEQUENT EVENTS

The Company has completed an evaluation of all subsequent events through May 12, 2026, to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the unaudited consolidated financial statements and events that occurred but were not recognized in the unaudited consolidated financial statements.