Unusual Machines, Inc.

Previous wording

The following discussion and analysis should be read in conjunction with the unaudited condensed financial statements and related notes included elsewhere in this Quarterly Report and our audited financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 12, 2026. The following discussion contains forward-looking statements that are subject to risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks, and assumptions associated with those statements. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report and of our Annual Report on Form 10-K for the year ended December 31, 2025, particularly in the section entitled “Risk Factors.” Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our” and the “Company” refer to Unusual Machines, Inc. and its subsidiaries. All amounts presented in tables, other than per share amounts, are in thousands unless otherwise noted.

Current wording

The following discussion and analysis should be read in conjunction with the unaudited condensed financial statements and related notes included elsewhere in this Quarterly Report and our audited financial statements and related notes thereto included in our Prospectus Supplement dated March 19, 2026 and our Annual Report on Form 10-K for the year ended December 31, 2025. The following discussion contains forward-looking statements that are subject to risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks, and assumptions associated with those statements. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report and of our Annual Report on Form 10-K for the year ended December 31, 2025, particularly in the section entitled “Risk Factors.” Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our” and the “Company” refer to Unusual Machines, Inc. and its subsidiaries. All amounts presented in tables, other than per share amounts, are in thousands unless otherwise noted.

Previous wording

On May 7, 2026, we signed a definitive agreement to acquire DroneNX, LLC which operates as Upgrade Energy (“Upgrade Energy”), a manufacturer of battery and power systems solutions for unmanned aerial systems. The transaction purchase price is estimated at $52.0 million, which includes (i) a fixed quantity of 1,792,012 shares of the Company’s common stock at $13.9508 per share which was based on the preceding 5 day volume weighted average share price of the Company’s common stock prior to signing the definitive agreement, which is estimated to be approximately $25.0 million, which could be subject to change based on the Company’s common stock price at the time of closing, (ii) $1.0 million in cash upon closing of the transaction, and (iii) an additional $26.0 million in cash based on the Company recognizing $10.0 million in revenue related to internally manufactured batteries during the first two years after the acquisition closing date. The acquisition is subject to customary closing conditions, including Upgrade Energy completing their financial audit.

Current wording

On May 7, 2026, we signed a definitive agreement to acquire DroneNX, LLC which operates as Upgrade Energy (“Upgrade Energy”), a manufacturer of battery and power systems solutions for unmanned aerial systems. The transaction purchase price is estimated at $52.0 million, which includes (i) a fixed quantity of 1,792,012 shares of the Company’s common stock at $13.9508 per share which was based on the preceding 5 day volume weighted average share price of the Company’s common stock prior to signing the definitive agreement, which is estimated to be approximately $25.0 million of purchase price, which the valuation for accounting purposes could be subject to change based on the Company’s common stock price at the time of closing, (ii) $1.0 million in cash upon closing of the transaction, and (iii) an additional $26.0 million in cash based on the Company recognizing $10.0 million in revenue related to internally manufactured batteries during the first two years after the acquisition closing date. The acquisition is subject to customary closing conditions, including Upgrade Energy completing their financial audit, which is expected in September 2026.

Previous wording

On March 23, 2026, we completed a public offering for the sale of 8,823,529 shares of Common Stock at a price of $17.00 per share for aggregate gross proceeds of approximately $150.0 million before deducting fees to the placement agent and other expenses payable by us in connection with the offering. We retained approximately $138.8 million in net proceeds after offering expenses.

Current wording

In May 2026, we sold 2,000,000 shares of common stock at a price of $30.00 per share for total gross proceeds of $60.0 million before deducting fees to the placement agent and other expenses payable by us in connection with the offering. We retained approximately $58.2 million in net proceeds after offering expenses.

Previous wording

During the three months ended March 31, 2026 we generated revenues totaling $8,095,836 compared to $2,042,300 during the three months ended March 31, 2025, representing an increase of $6,053,536 or 296%. The increase in revenue over the last 12 months primarily relates to the increase and establishment of our B2B business and revenue related to our NDAA and Blue UAS products. Our B2B revenue was $7,318,256 for the three months ended March 31, 2026 compared to $34,030 for the three months ended March 31, 2025.. See Note 2 to our Consolidated Financial Statements We recently started manufacturing production on certain products including drone motors and we continue to see significant increased interest and demand in our manufactured products in the first quarter and the remaining of 2026. We expect our revenue to continue to grow quarter over quarter in 2026 as we continue to build out our capacity including our manufacturing facilities and products as well increasing our staffing to handle additional demand from the market.

Current wording

During the three months ended June 30, 2026 we generated revenues totaling $16,722,467 compared to $2,123,970 during the three months ended June 30, 2026, representing an increase of $14,598,497 or 687%. The increase in revenue primarily relates to the increase and establishment of our enterprise business and revenue related to our National Defense Authorization Act (“NDAA”) and Blue UAS products. Our enterprise revenue was $14,220,865 for the three months ended June 30, 2026 compared to $192,090 for the three months ended June 30, 2025. We started manufacturing production on certain products including drone motors, headsets, cameras and other drone related products during the first half of 2026. As we continue to expand our manufacturing capabilities and the larger drone market develops, we continue to see significant increased interest and demand in our manufactured products as we head into the second half of 2026. We expect our revenue to continue to grow as we continue to build out our capacity including our manufacturing facilities and products and significantly increasing our manufacturing staff to handle additional demand from the market.

Previous wording

During the three months ended March 31, 2026, our cost of goods sold was $5,441,729 compared to $1,545,493 during the three months ended March 31, 2025, resulting in an increase of $3,896,236 or 252%. Cost of goods sold primarily relate to product costs from our sales, but also include certain shipping and other direct product costs including tariffs. During the first quarter of 2026, cost of goods sold also include direct payroll costs, a portion of rent expense and depreciation expense related to our manufactured products. We did not incur these costs in 2025 as we did not have manufactured products at that time. The increase in cost of goods sold is primarily driven by the increase in our revenue and growth in B2B sales. We expect our total cost of goods sold to increase in 2026 in conjunction with our revenue increases as we sell additional product.

Current wording

During the three months ended June 30, 2026, our cost of goods sold was $10,920,334 compared to $1,329,291 during the three months ended June 30, 2025, resulting in an increase of $9,591,043 or 722%. Cost of goods sold primarily relate to product costs from our sales, but also include certain shipping and other direct and indirect product costs. The increase in cost of goods sold is driven entirely by the increase in our revenue.

Previous wording

During the three months ended March 31, 2026, general and administrative expenses totaling $7,228,201 compared to $3,225,904 for the three months ended March 31, 2025, resulting in an increase of $4,002,297 or 124%. General and administrative expenses incurred include expenses related to operations for a public company including legal and other professional fees, public company insurance expense, and other costs associated with being public. We’ve also increased our headcount to support our growth which includes building out our accounting, HR, and facilities staff. The above amount includes $3,939,979 in non-cash stock compensation expense during the first three months of 2026 as compared to $1,906,373 during 2025. We expect our general and administrative expenses to increase during 2026 as we continue to build out our infrastructure with additional hires and systems. We also anticipate things like professional fees and other expenses related to being a public company to increase. In addition, we anticipate our non-cash stock compensation expense to be higher in 2026. We do not anticipate the increase in our general and administrative expenses to increase at the same rate as our revenue as we start to gain operational efficiencies at scale.

Current wording

During the three months ended June 30, 2026, general and administrative expenses totaling $10,799,261 compared to $7,195,193 for the three months ended June 30, 2025, resulting in an increase of $3,604,068 or 50%. General and administrative expenses incurred include expenses related to operations for a public company including legal and other professional fees, public company insurance expense, investor relations and other costs associated with being public. We’ve also increased our headcount to support our growth which includes building out our accounting, HR, and facilities staff. We expect our general and administrative expenses to increase during 2026 as we continue to build out our infrastructure with additional hires and systems. We also anticipate items like professional fees and other expenses related to being a public company to increase. In addition, we anticipate our non-cash stock compensation expense to be higher in 2026. We do not anticipate the increase in our general and administrative expenses to increase at the same rate as our revenue as we start to gain operational efficiencies at scale.

Previous wording

During the three months ended March 31, 2026, operations expenses totaled $1,948,899 compared to $302,602 during the three months ended March 31, 2025, resulting in an increase of $1,646,297 or 544%. Operations expenses primarily relate to our direct operations including our warehouse personnel and warehouse expenses. In addition, we have started incurring additional operations related expenses as we start incurring non-product costs related to our motor production and headset facilities. We expect our operations expense to increase as we continue to hire additional staff to support our operations including engineering staff to help improve process and gain efficiencies. We are also setting up our headset factory and anticipate building out a battery facility and camera facility in the second half of 2026.

Current wording

During the six months ended June 30, 2026, operations expenses totaled $3,367,620 compared to $706,879 during the six months ended June 30, 2025, resulting in an increase of $2,660,741 or 376%. Operations expenses primarily relate to our direct operations including our warehouse personnel and warehouse expenses. In addition, we have started incurring additional operations related expenses as we start incurring non-product costs related to our motor production and headset facilities. We expect our operations expense to increase as we continue to hire additional staff to support our operations including engineering staff to help improve process and gain efficiencies. We anticipate additional operating expenses in the second half of 2026 as we set up additional battery facilities with the completion of the Upgrade Energy acquisition and look to continue to expand additional operations.

Previous wording

During the three months ended March 31, 2026, selling and marketing expenses totaled $580,039 compared to $207,616 for the three months ended March 31, 2025, resulting in an increase of $372,423 or 179%. Sales and marketing expenses primarily relate to advertising spend related to Rotor Riot, marketing events and payroll expenses for our sales and marketing team. The increase relates mainly to adding additional staffing to our sales and marketing team. We anticipate our sales and marketing costs to increase in 2026 related to building out our enterprise sales team, however, we expect these increases to be at a lower rate than our revenue and other expenses as our enterprise sales are more dedicated efforts, while our retail revenue is driven off of advertising sales.

Current wording

During the six months ended June 30, 2026, sales and marketing expenses totaled $1,370,051 compared to $509,975 for the six months ended June 30, 2025, resulting in an increase of $806,076 or 169%. Sales and marketing expenses primarily relate to advertising spend related to Rotor Riot, marketing events and payroll expenses for our sales and marketing team. The increase relates mainly to adding additional staffing to our sales and marketing team. We anticipate our sales and marketing costs to increase in 2026 related to building out our enterprise sales team, however, we expect these increases to be at a lower rate than our revenue and other expenses as our enterprise sales are more dedicated efforts, while our retail revenue is driven off of advertising sales.

Previous wording

During the three months ended March 31, 2026, other income totaled $17,541,980 compared to $1,532 during the three months ended March 31, 2025, resulting in an increase of $17,540,448. This increase relates primarily to our unrealized gain from short term investments of $9,492,076, realized gain from short term investments of $7,264,743, and increase in interest income of $790,546.

Current wording

During the six months ended June 30, 2026, other income and expense totaled $17,592,571 compared to $227,266 during the six months ended June 30, 2025, resulting in an increase of $17,365,304. This increase relates primarily to our unrealized gain from short-term investments of $5,608,541, realized gain from short-term investments of $9,532,673, and an interest income increase of $2,384,974.

Previous wording

Net cash used in operating activities was $17,412,987 during the three months ended March 31, 2026, compared to net cash used in operating activities of $1,193,628 during the three months ended March 31, 2025, representing an increase of $16,219,359. The increase was primarily attributable to changes in working capital, including increase in inventory of $8,510,541, prepaid and deposits for inventory of $3,817,595, accounts receivable of $1,817,598, and a decrease in accounts payable and accrued expenses of $435,307 . The Company recorded unrealized gains on short term investments of $9,492,076 and realized gains of $7,264,743, which were partially offset by share-based compensation expense of $3,939,979.

Current wording

Net cash used in operating activities was $38,891,945 during the six months ended June 30, 2026, compared to net cash used in operating activities of $3,862,349 during the six months ended June 30, 2025, representing an increase of $35,029,596 or 907%. The increase was primarily attributable to changes in working capital, including increase in inventory of $16,324,070, prepaid and deposits for inventory of $10,385,385, accounts receivable of $8,713,013, and offset by an increase in accounts payable and accrued expenses of $1,416,814, an increase in operating lease liabilities of $558,619 and an increase in contingent consideration of $153,000. The Company recorded unrealized gains on short term investments of $5,608,541 and realized gains of $9,532,673.

Previous wording

Net cash used in investing activities was $5,383,494 during the three months ended March 31, 2026 compared to net cash used in operating activities of $0 during the three months ended March 31, 2025. This increase consisted of $17,500,000 used in our strategic short term investments, $698,237 in purchases of property and equipment, partially offset by proceeds from sales of short term investments of $12,814,743

Current wording

Net cash used in investing activities was $35,786,762 during the six months ended June 30, 2026 compared to net cash used in investing activities of $262,751 during the six months ended June 30, 2025, representing an increase of $35,524,012. This increase consisted of $52,500,000 used in our strategic short-term investments, $508,336 in purchases of property and equipment and $2,861,101 in deposits for future purchases of property and equipment in 2026 as compared to $262,751, partially offset by proceeds from sales of short term investments of $20,082,674.

Previous wording

Net cash provided by financing activities totaled $142,455,327 during the three months ended March 31, 2026, compared to $2,436,966 during the three months ended March 31, 2025, resulting in an increase in net cash provided by financing activities of $140,018,362 or 5,745%. Our first quarter 2026 proceeds are from a public offering of common shares of $149,999,993 offset by offering costs of $11,200,000 and proceeds from warrant exercises of $3,395,000

Current wording

Net cash provided by financing activities totaled $200,981,341 during the six months ended June 30, 2026, compared to net cash provided by financing activities of $39,300,836 during the six months ended June 30, 2025, resulting in an increase in net cash provided by financing activities of $161,680,505. Our first half 2026 proceeds are from a public offering of common shares of $149,999,993 and at the market shares of $60,000,000 offset by offering costs of $13,001,236. Our first half 2025 proceeds included a public offering of common shares of $40,000,000 offset by offering costs of $3,504,000. In addition we had proceeds from warrant exercises of $3,395,000, and option exercises of $587,584 during 2026 as compared to $2,436,966 and $367,870, respectively during 2025.

Previous wording

As of March 31, 2026, we had current assets totaling $315,205,571 primarily consisting of cash balances of $222,939,674, investments of $60,656,983, inventory of $13,827,189 and deposits for inventory of $13,566,078. Our current liabilities as of March 31, 2026 totaled $2,458,193, primarily consisting of accounts payable and accrued expenses of $1,071,486 and deferred revenue and current operating lease liability of $1,386,707. Our net working capital as of March 31, 2026 was $312,747,378. Subsequent to March 31, 2026, we placed inventory orders of approximately $75 million.

Current wording

As of June 30, 2026, we had current assets totaling $370,575,945 primarily consisting of cash balances of $229,598,776, investments of $86,773,449, inventory of $21,914,332 and deposits for inventory of $20,543,732. Our current liabilities as of June 30, 2026 totaled $6,885,146, primarily consisting of accounts payable and accrued expenses of $2,863,569, contingent consideration of $3,000,000, deferred revenue of $286,056, and current operating lease liability of $735,521. Our net working capital as of June 30, 2026 was $363,690,799.