TOMI Environmental Solutions, Inc.

Our common stock is currently listed on Nasdaq Capital Market under the symbol “TOMZ.”

Shareholders

As of March 11, 2026, there were 67 record holders of our common stock; however, we believe we have approximately 5,000 stockholders, including those held in street name. On March 11, 2026, the last reported sale price of our common stock on the Nasdaq was $0.67 per share.

Dividends

We have not paid and do not currently intend to pay cash dividends on our common stock in the foreseeable future. Our policy is to retain all earnings, if any, to provide funds for operation and expansion of our business. The declaration of dividends, if any, will be subject to the discretion of our Board, which may consider such factors as our results of operations, financial condition, capital needs and acquisition strategy, among others.

Recent Sales of Unregistered Securities

During the year ended December 31, 2025, we entered into Securities Purchase Agreements (the “2025 SPA”) with certain accredited investors pursuant to which we agreed to sell and issue to certain Investors in a private placement transaction, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in one or more closings up to an aggregate principal amount of $3,000,000 of Convertible Notes (the “2025 Notes”). Pursuant to the 2025 SPA and as of December 31, 2025, we sold and issued $535,000 in convertible promissory notes initially convertible into 428,000 shares of common stock at a conversion price of $1.25 per share. As of December 31, 2025, approximately $2,465,000 remains available for issuance under the 2025 SPA, subject to the terms and conditions thereof. The 2025 Notes mature and are due on the fifth anniversary of the respective issuance dates in 2030. The 2025 Notes bear simple interest at a rate of 12% per annum, payable in equal monthly installments. The 2025 Notes are convertible into shares of our Common Stock, at the option of the holder, at a conversion price of $1.25 per share, which shall not exceed $1.55 per share. In addition, we can require the Investors to convert the 2025 Notes at the then current conversion price at any time after 90 days from the issue date if the Common Stock has a closing bid price of $1.55 per share or higher on any twenty (20) days within a thirty (30) day period of consecutive trading days, or if a “fundamental change” occurs (as defined in the 2025 SPA). The 2025 Notes are unsecured and senior to other indebtedness subject to certain exceptions. Interest expense related to the 2025 Notes for the year ended December 31, 2025 was $44,675.

Issuer Repurchases of Equity Securities

None.