Cardiff Lexington Corp
For the period ended Sep 24, 2026. Filed Sep 24, 2026.
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Sep 24, 2026 · Filed Sep 24, 2026
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Contents
EX-99.1 · Performance-Based Consideration
Performance-Based Consideration
The LOI provides for three potential performance-based equity payments based on Target’s EBITDA in each of 2027, 2028 and 2029.
The sellers would be eligible to receive $4 million in Cardiff Lexington common stock if the Target’s 2027 EBITDA exceeds $15 million, an additional $4 million in Cardiff Lexington common stock if the Target’s 2028 EBITDA exceeds $18 million, and additional $4 million in Cardiff Lexington common stock if the Target’s 2029 EBITDA exceeds $22 million.
If an applicable EBITDA threshold is not achieved, the corresponding earnout would not be payable.
“The earnout structure reflects our combined management focus on profitable growth,” Cunningham said. “Additional consideration is earned only through achievement of significant operating performance thresholds.”
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