Unusual Machines, Inc.

For the period ended Dec 31, 2025. Filed Mar 12, 2026.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 12, 2026

UMAC$12.59-6.6%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits, Financial Statement Schedules

Item 15.	Exhibits and Financial Statement Schedules

(a) 1.* Financial Statements*

For a list of the financial statements included herein, see Index to the Financial Statements on page F-1 of this Annual Report, incorporated into this Item by reference.

2.* Financial Statement Schedules*

Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the financial statements or the notes thereto.

(b)Exhibits

The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report are listed in the Exhibit Index below. The exhibits listed in the Exhibit Index are incorporated by reference herein.

EXHIBIT INDEX

Incorporated by Reference
Exhibit No.	Description	Filed/Furnished Herewith	Form	Exhibit No.	Filing Date
1.1	Form of Underwriting Agreement, dated February 14, 2024, by and between Unusual Machines, Inc. and Dominari Securities, LLC +		8-K	1.1	2/16/24
1.2	Capital on DemandTM Sales Agreement		8-K	1.1	8/29/25
2.1	Agreement and Plan of Merger by and between Unusual machines, Inc., a Puerto Rico corporation and Unusual Machines, Inc., a Nevada corporation		8-K	2.1	4/23/24
3.1	Articles of Incorporation		8-K	3.1	4/23/24
3.2	Amended and Restated Bylaws		8-K	3.1	10/8/24
3.2(a)	Amendment No. 1 to Amended and Restated Bylaws		8-K	3.1	2/5/25
3.2(b)	Second Amendment to the Amended and Restated Bylaws		8-K	3.1	1/29/26
3.3	Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock		8-K	3.1	7/22/24
3.3(a)	Certificate of Withdrawal for Series A Convertible Preferred Stock	(1)
3.4	Certificate of Designation of Series B Convertible Preferred Stock		8-K	3.3	4/23/24
3.4(a)	Certificate of Withdrawal for Series B Convertible Preferred Stock	(1)
3.5	Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock		8-K	3.1	8/22/24
3.5(a)	Certificate of Withdrawal for Series C Convertible Preferred Stock	(1)
4.1	Form of 8% Promissory Note +		8-K	4.1	7/22/24
4.2	Revised Form of Representatives Warrant		S-1/A	10.7	2/1/24
4.3	Placement Agent Warrant, issued to Dominari Securities LLC		8-K	4.1	5/7/25
4.4	Description of Securities		10-K	4.7	3/22/24
10.1	Share Purchase Agreement +		S-1	10.1	3/14/23

10.1(a)	Amended and Restated Amendment No. 1 to Share Purchase Agreement	S-1/A	10.2	5/3/23
10.1(b)	Amendment No. 2 to Share Purchase Agreement	S-1/A	10.3	8/7/23
10.1(c)	Amendment No. 3 to Share Purchase Agreement	S-1/A	10.4	9/19/23
10.1(d)	Amendment No. 4 to Share Purchase Agreement	S-1/A	10.5	12/15/23
10.2	Security Agreement	S-1	10.3	3/14/23
10.3	Employment Agreement with Brian Hoff #+	S-1	10.6	3/14/23
10.3(a)	Form of Amendment No. 1 to the Employment Agreement with Brian Hoff #	S-1/A	10.11A	8/7/23
10.4	Form of Patent Assignment	S-1/A	10.6	8/7/23
10.5	Form of Trademark Assignment	S-1/A	10.7	8/7/23
10.6	Form of Restricted Stock Unit Agreement	S-1/A	10.18	8/7/23
10.7	Form of Lock-up Agreement	S-1/A	10.14	2/1/24
10.8	Form of Lock-up Agreement – Jeffrey Thompson	S-1/A	10.15	2/1/24
10.9	Allan Evans Non-Compete Agreement	8-K	10.9	2/22/24
10.10	Management Services Agreement #	8-K	10.1	5/6/24
10.11	Form of Exchange Agreement +	8-K	10.1	7/22/24
10.12	Form of Closing Date working Capital Agreement and Consent +	8-K	10.2	7/22/24
10.13	4% Convertible Promissory Note – Titan Multi-Strategy Fund I, Ltd.	S-1	10.20	9/11/24
10.14	4% Convertible Promissory Note – Eleven Ventures LLC +	S-1	10.21	9/11/24
10.15	Common Stock Purchase Warrant – Titan Multi-Strategy Fund I, Ltd. +	S-1	10.22	9/11/24
10.16	Common Stock Purchase Warrant - Eleven Ventures LLC +	S-1	10.23	9/11/24
10.17	Exchange Agreement – Titan Multi-Strategy Fund I, Ltd. +	S-1	10.24	9/11/24
10.18	Exchange Agreement – Eleven Ventures LLC +	S-1	10.25	9/11/24
10.19	Registration Rights Agreement – Titan Multi-Strategy Fund I, Ltd. +	S-1	10.26	9/11/24
10.20	Registration Rights Agreement – Eleven Ventures LLC +	S-1	10.27	9/11/24
10.21	Letter Agreement - Titan Multi-Strategy Fund I, Ltd.	8-K	10.1	10/8/24
10.22	Letter Agreement - Eleven Ventures LLC	8-K	10.2	10/8/24
10.23	Form of Securities Purchase Agreement	8-K	10.1	10/30/24
10.24	Placement Agency Agreement	8-K	10.2	10/30/24
10.25	Registration Rights Agreement	8-K	10.3	10/30/24
10.26	Form of Common Stock Purchase Warrant	8-K	10.4	10/30/24
10.27	Form of Placement Agent Warrant	8-K	10.5	10/30/24
10.28	Form of Lock-up Agreement	8-K	10.6	10/30/24
10.29	Form of Advisory Agreement	S-1	10.28	11/27/24
10.30	Agreement and Plan of Merger and Reorganization dated February 1, 2025	8-K	10.1	2/4/25
10.31	Placement Agency Agreement, dated as of May 5, 2025, by and between Unusual Machines, Inc. and Dominari Securities, LLC	8-K	10.1	5/7/25
10.32	Amendment and Waiver to Merger Agreement, dated as of May 6, 2025, by and between Unusual machines, Inc., Aloft Technologies, Inc., UMAC Merger Sub, Inc., Jon Hegranes and Josh Ziering	10-Q	10.9	5/8/25
10.33	Form of Restricted Stock Agreement	8-K	10.1	5/21/25
10.34	Lease Agreement, dated June 4, 2025, between unusual Machines, Inc. and Icon FL Orlando Industrial Owner Pool 5 GA/FL, LLC	8-K	10.1	6/10/25
10.35	Rotor Lab Pty Ltd Share Purchase Agreement, dated June 12, 2025	8-K	10.1	6/13/25

10.36	Form of Securities Purchase Agreement		8-K	10.1	7/15/25
10.37	Placement Agency Agreement		8-K	10.2	7/15/25
10.38	Placement Agency Warrant, issued to Dominari Securities LLC		8-K	10.3	7/15/25
10.39	Amended and Restated 2022 Equity Incentive Plan #		S-8	4.1	2/13//26
14.40	Code of Ethics		S-1/A	10.17	8/7/23
16.1	Letter from Salberg & Company, P.A.		8-K/A	7.1	8/15/24
19.1	Insider Trading Policy	(1)
21.1	List of Subsidiaries		10-K/A	21.1	8/9/24
23.1	Consent of Salberg & Company, P.A.	(1)
31.1	Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	(1)
31.2	Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	(1)
32.1	Certification of the Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	(3)
32.2	Certification of the Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	(3)
97.1	Clawback Policy		10-K	97.1	3/22/24
101.INS	Inline XBRL Instance Document	(1)
101.SCH	Inline XBRL Taxonomy Extension Schema	(1)
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase	(1)
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase	(1)
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase	(1)
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase	(1)
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).	(1)

+	Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC Staff upon request.
#	Indicates management contract or compensatory plan, contract or agreement.
(1)	Filed herein
(3)	Furnished herein.

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