Financial Analysis

NOTE 18 - COMMITMENTS AND CONTINGENCIES Litigation The Company accounts for loss contingencies in accordance with ASC 450-20, Contingencies Loss Contingencies . A liability is accrued when a loss is probable and the amount can be reasonably estimated. When a loss is reasonably possible but not probable, or when a probable loss cannot be reasonably estimated, the Company discloses the nature of the contingency and, where determinable, an estimate of the possible loss or range of loss. From time to time, the Company may become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims. In the normal course of business, the Company may agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. Legal fees are expensed as incurred. The Company has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third-party claims that the Companys products, when used for their intended purposes, infringe the intellectual property rights of such other third parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Companys limited history of prior …

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NOTE 11 - NOTE PAYABLE Note payable consists of the following: SCHEDULE OF NOTES PAYABLE 2025 2024 December 31, 2025 2024 Vehicle note payable for $ 40,248 with monthly installment payments of $ 799 , including interest at 6.99 % per annum. The loan is collateralized by the respective vehicle and is due in February 2027. $ 10,558 $ 19,082 Less current portion (9,140 ) (8,524 ) LONG-TERM PORTION $ 1,418 $ 10,558 ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2025 AND 2024 At December 31, 2025 aggregate future principal payments on the note payable are as follows: SCHEDULE OF MATURITIES OF LONG-TERM DEBT 2026 $ 9,140 2027 1,418 TOTAL $ 10,558 Interest expense related to this note payable for the years ended December 31, 2025 and 2024, was $ 1,064 and $ 1,635 , respectively.

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Disaggregated revenue for the year ended December 31, 2025 is as follows (the Company did not recognize revenue during the year ended December 31, 2024): SCHEDULE OF DISAGGREGATED REVENUE Year Ended December 31, 2025 Revenue source Consulting services $ 89,000 Installation services 3,675 Subscription fees 20,575 TOTAL REVENUE $ 113,250 Timing of Revenue Recognition Services transferred over time $ 109,575 Services transferred at a point in time 3,675 TOTAL REVENUE $ 113,250

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NOTE 17 - STOCK-BASED COMPENSATION The Company created the 2023 Equity Incentive Plan (the Plan) on April 27, 2023, under which stock options, restricted stock awards (RSAs), restricted stock units (RSUs), and other stock-based awards became available for issuance not to exceed 1,500,000 . On November 6, 2025, the Board of Directors resolved to increase the share pool under the Plan to 7,000,000 shares. The Plan is designed to attract, retain, and motivate key employees. Currently, the fair value is recognized as an expense over the vesting period of the award. Options are generally granted with an exercise price equal to the fair market value of the Companys stock at the date of grant, vest over a four-year period, and expire after five or ten years. There are certain situations that may accelerate the vesting or termination of all outstanding options, such as a change in control. Vesting of RSUs awarded to employees may be time- or performance-based. As of December 31, 2025, 4,660,840 shares were available for grant under the Plan. The compensation expense related to stock-based awards is included in general and administrative expenses with a corresponding increase to additional paid-in capital. The following table summarizes the share options outstanding as of December 31, 2025 and 2024 and activity during the years ending on these dates: SCHEDULE OF SHARE OPTIONS OUTSTANDING Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted …

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NOTE 12 - INCOME TAXES The Company recorded no current or deferred income tax benefit for the years ended December 31, 2025 and 2024, primarily due to losses and a full valuation allowance on deferred tax assets. The income tax benefit consists of the following: SCHEDULE OF INCOME TAX BENEFIT 2025 2024 Years Ended December 31, 2025 2024 Current Provision $ $ Deferred: Federal 2,430,664 1,071,110 State 306,523 162,039 Total deferred provision 2,737,187 1,233,149 Change in valuation allowance (2,737,187 ) (1,233,149 ) INCOME TAX BENEFIT, NET $ $ As presented above, no benefit (provision) for income taxes has been recognized for the years ended December 31, 2025 and 2024. Enhanced Disclosures (ASU 2023-09 2025) The Company adopted ASU 2023-09 on January 1, 2025, on a prospective basis. Accordingly, the enhanced income tax disclosures required under the ASU are presented only for the year ended December 31, 2025. Prior period amounts have not been recast and are therefore not comparable. A reconciliation of the federal statutory rate to the Companys effective tax rate is as follows. In accordance with ASU 2023-09, reconciling items greater than 5% of the statutory tax rate are presented separately. Amounts below this threshold are aggregated within Other. The 2025 reconciliation below is not presented on a comparable basis with prior periods due to the adoption of ASU 2023-09. SCHEDULE OF RECONCILIATION OF THE STATUTORY TAX RATE 2025 (in dollars) 2025(%) Statutory federal income …

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NOTE 7 LEASES The Company leases office space and ground robots under noncancelable operating lease agreements. Office Space Related Party Lease The office space is leased from an entity owned by the Companys Chief Executive Officer and principal shareholder and is therefore considered a related-party lease. The lease is an operating lease with an initial term of five years commencing on October 1, 2025. The lease includes an option to renew upon expiration of the initial term; however, renewal periods were not included in the measurement of the right-of-use asset or lease liability because the Company has determined that exercise of the renewal option is not reasonably certain at this time. Under this lease, the base rent is $ 44,481 per month for the first twelve months, increasing 3 % for each twelve-month period thereafter. The lease is structured as a triple-net arrangement under which the Company also pays taxes, insurance, and common area maintenance charges directly. These triple-net lease (NNN) costs are variable in nature and are not included in the measurement of the right-of-use asset or lease liability; they are expensed as incurred. Based on current estimates, NNN costs are approximately $ 9,885 per month. Total variable lease costs recognized under this arrangement during the year ended December 31, 2025 were approximately $ 29,655 . The estimated all-in monthly occupancy cost is approximately $ 54,366 . This lease arrangement is also disclosed in NOTE 14. Grou …

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Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose significant segment expenses and other segment items on an interim and annual basis, and provide in interim periods all disclosures about a reportable segments profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the guidance for the annual reporting period ended December 31, 2024. There was no impact on the Companys reportable segments identified and additional required disclosures have been included in NOTE 19. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (ASU 2023-09), which requires the disclosure of a tabular reconciliation for state and local income tax, tax credits, and changes in valuation allowance. The requirements are effective for annual reporting periods beginning after December 15, 2024, and may be applied prospectively or retrospectivel …

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NOTE 14 - RELATED-PARTY TRANSACTIONS On May 26, 2020, the Company entered into an initial three-year agreement with the Companys Chief Executive Officer, Daniel OToole, for the use of a patent. Beginning June 1, 2020, the Company began paying Mr. OToole a monthly license fee of $ 10,000 . Once revenue from sales, rentals, and leases begins, the Company is required to pay $ 25.00 per unit sold. If the Company does not sell 400 units per month (or $10,000), the original fixed $10,000 is paid. Accordingly, for the years ended December 31, 2025 and 2024, the Company recorded licensing fee costs in the amount of $ 120,000 each period, respectively. ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2025 AND 2024 On March 10, 2025, the Company entered into the second amendment to the Exclusive Patent License Agreement of May 26, 2020. The Second Amendment extends the license to perpetuity, covering the full term and life of the patents, and provides for cure provisions in the event of default. The Second Amendment also removes prior restrictions on the Companys use, sale, or commercialization of the technology after termination, permitting the sale of remaining inventory for up to 90 days post-termination, provided all required reports and payments are made under the Agreement. Effective October 1, 2025, the Company entered into a noncancelable lease for an office space with an entity owned by the Companys Chief Executive Officer and principal shareholder. The le …

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NOTE 3 REVENUE Disaggregated revenue for the year ended December 31, 2025 is as follows (the Company did not recognize revenue during the year ended December 31, 2024): SCHEDULE OF DISAGGREGATED REVENUE Year Ended December 31, 2025 Revenue source Consulting services $ 89,000 Installation services 3,675 Subscription fees 20,575 TOTAL REVENUE $ 113,250 Timing of Revenue Recognition Services transferred over time $ 109,575 Services transferred at a point in time 3,675 TOTAL REVENUE $ 113,250 ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2025 AND 2024 …

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NOTE 19 - SEGMENT REPORTING The Company determines its operating segments in accordance with ASC 280, Segment Reporting , based on the information reviewed by the Chief Operating Decision Maker (CODM) for purposes of allocating resources and assessing performance. The Company operates as a 1 single reportable segment, as the CODM, the Chief Executive Officer (CEO), evaluates the business as a whole and does not receive discrete financial information for multiple business units. The CODM assesses the Companys financial performance based on net loss, as presented in the statements of operations, and uses net loss to evaluate operating results and make resource allocation decisions. The Company has determined that there are no significant segment expense categories or other segment items that are regularly provided to the CODM and included in the measure of segment profit or loss. Entity-Wide Disclosures Geographic Revenue Information: For the year ended December 31, 2025, 100 % of the Companys revenue was generated in the United States. The Company did not generate revenue during the year ended December 31, 2024. Major Customers: The Company has one customer, Hancock Health, that accounted for more than 90 % of total revenue. Geographic Asset Information: Substantially all of the Companys assets are located in the United States. …

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents, including money market accounts held at financial institutions. The Company did not have cash equivalents at December 31, 2025 and 2024. Concentration of Credit Risk The Companys policy is to maintain its cash balances in accounts insured by the Federal Deposit Insurance Corporation (the FDIC) or by the Securities Investor Protection Corporation (the SIPC). The Company may periodically have cash balances in financial institutions in excess of FDIC and SIPC insurance limits. For the years ended December 31, 2025 and 2024, the Company had approximately $ 1,604,004 and $ 0 of cash in excess of insured limits, respectively. Management believes that the Company is not exposed to any significant risk concerning its c …

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NOTE 15 - STOCKHOLDERS EQUITY (DEFICIT) Common Stock As of April 30, 2020 (date of incorporation), the Company had 100,000,000 shares of common stock, with a par value of $ 0.0001 , authorized and available to issue for purposes of satisfying any future transactions. No other class of stock has been authorized or is available for issuance. Effective September 15, 2021, the Company authorized a 2-for-1 stock split, with 200,000,000 shares authorized and available, with a par value of $ 0.00005 , to issue for purposes of satisfying any future transactions. Effective November 25, 2024, the Company authorized a 1-for-4 reverse stock split, with 200,000,000 shares authorized and available to issue for purposes of satisfying any future transactions. The par value is now $ 0.0002 . During the year ended December 31, 2025, the Company issued in the aggregate 5,112,182 shares of common stock as follows: 11,692 shares to accredited investors in exchange for aggregate cash proceeds of $ 152,000 at an average share price of $ 13.00 per share. Of these shares, 7,692 were issued with warrants and classified as equity, as further disclosed in Note 16. 2,937,500 shares to an accredited investor in exchange for cash proceeds of $ 588 . The shares were issued at par value, pursuant to the securities purchase agreement, dated March 21, 2025, by and between the Company and Streeterville Capital, LLC as described in Note 10. 120,820 shares upon the exercise of warrants for aggregate cash proceeds …

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NOTE 20 - SUBSEQUENT EVENTS On January 26, 2026, the Company issued a convertible promissory note with a face amount of $ 10,800,000 , with a $ 10,000,000 initial purchase price and an $ 800,000 original issue discount, to Streeterville pursuant to the Purchase Agreement described in NOTE 10. On January 26, 2026, Streeterville converted $ 5,000,000 of principal under the note into 2,221,136 shares of common stock. On February 18, 2026, $ 300,000 of principal was converted into 297,855 shares of common stock; on March 3, 2026, $ 275,000 of principal was converted into 287,656 shares; on March 18, 2026, $ 450,000 of principal was converted into 522,830 shares; and on April 9, 2026, $ 5,319,001 of principal was converted into 10,000,000 shares. In aggregate, $ 11,344,001 of principal has been converted into 13,329,477 shares of common stock subsequent to December 31, 2025. Each conversion requires remeasurement of the pro-rata portion of the bifurcated derivative liability to fair value as of the applicable conversion date, with the resulting change in fair value recognized in earnings, and derecognition of both the host carrying value and derivative fair value attributable to the converted principal. The fair value of the bifurcated derivative at each post-balance sheet conversion date has not been determined as of the date these financial statements were issued. On February 3, 2026, the Company issued 118,343 shares of common stock to a vendor in exchange for consulting and me …

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13. COMMITMENTS AND CONTINGENCIES Lease Obligation Effective April 1, 2024, the Company expanded its leased office space. The new term is nine months , and thereafter a month-to-month lease which can be canceled with a 90-day written notice and agreement to suitable terms by both parties. Under this lease, base rent is $ 3,600 per month. The Company is required to pay insurance, listing the property owner as an additional insured, and normal maintenance costs for certain of this leased property. Additionally, the Company rents a warehouse from an officer and shareholder for $ 2,250 per month on a month-to-month basis. ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 13. COMMITMENTS AND CONTINGENCIES (Continued) Lease Obligation (Continued) FASB ASU No. 2016-02, Topic 842, Leases, allows companies to elect certain policies for short-term leases. The Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases with an initial term of 12 months or less. Litigation On September 9, 2025, John Doan and Jami Town named the Company as a defendant in Case No. 3:2025cv00721, pending in U.S. District Court for the Eastern District of Virginia. Doan and Town claim the Company is in breach of contract for loans made to AirBox. The loans were extended to AirBox before the Company purchased its assets in 2023. The Company explicitly acquired only the assets of AirBox and therefore does not believe it is liable for any of its previous …

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11. NOTE PAYABLE Note payable consists of the following: SCHEDULE OF NOTES PAYABLE September 30, 2025 December 31, 2024 Vehicle note payable for $ 40,248 with monthly installment payments of $ 799 , including interest at 6.99 % per annum. The loan is collateralized by the respective vehicle and is due in February 2027. $ 12,745 $ 19,082 Less current portion (8,982 ) (8,524 ) LONG-TERM PORTION $ 3,763 $ 10,558 The balance of the above debt matures as follows: SCHEDULE OF MATURITIES OF LONG-TERM DEBT Twelve Months Ending September 30, Amount 2026 $ 8,982 2027 3,763 TOTAL $ 12,745 Interest expense related to this note payable for the three and nine months ended September 30, 2025 and 2024, was $ 248 and $ 855 and $ 389 and $ 1,277 , respectively. ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued)

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Disaggregated revenue as of the three and nine months ended September 30, 2025 is as follows: SCHEDULE OF DISAGGREGATED REVENUE Three Months Nine Months Ended September 30 Ended September 30 Revenue source Consulting services $ - $ 89,000 Installation services 2,175 3,675 Subscription fees 5,275 5,500 TOTAL REVENUE $ 7,450 $ 98,175 Timing of Revenue Recognition Services transferred over time $ 5,275 $ 94,500 Services transferred at a point in time 2,175 3,675 TOTAL REVENUE $ 7,450 $ 98,175

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8. LEASES The Company leases ground robots from a third-party, which are implemented in customer solutions. The robots are used on delivery routes to transport goods between Arrive Point units. At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The Companys assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term, and (3) whether the Company has the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease and non-lease component based on the components relative stand-alone price to determine the lease payments. Lease and non-lease components are accounted for separately. Leases are classified as either finance leases or operating leases based on criteria in Topic 842. The Company has operating leases which are generally comprised of distinctly identified assets (ground robots) whereby the Company derives all economic benefits through customer contracts for use of the service through the term of the contract. The Company may elect to purchase the assets for a residual value at the end of the lease term. At lease commencement, the Company records a lease liability equal to the present value of the remaining lease payments, discounted using the rate implicit in the lease or, if that rate cannot be readily determi …

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Recently Adopted Accounting Standard In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires incremental disclosures about reportable segments but does not change the definition of a segment or the guidance for determining reportable segments. The requirements are effective for annual reporting periods beginning on January 1, 2024, and are required to be applied retrospectively. The Company has adopted the additional disclosure requirements under ASU 2023-07. The additional requirements did not have a material impact on the financial statements. ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) …

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14. RELATED-PARTY TRANSACTIONS On May 26, 2020, the Company entered into a three year agreement with a stockholder of the Company for the use of a patent. Beginning June 1, 2020, the Company began paying the stockholder a monthly license fee of $ 10,000 . Once revenue from sales, rentals, and leases begins, the Company is required to pay $ 25.00 per unit sold. If the Company does not sell 400 units per month (or $10,000), the original fixed $10,000 is paid. Accordingly, for the three and nine months ended September 30, 2025 and 2024, the Company recorded licensing fee costs in the amount of $ 30,000 and $ 90,000 each period, respectively. ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 14. RELATED-PARTY TRANSACTIONS (Continued) On March 10, 2025, the Company entered into the second amendment to the Exclusive Patent License Agreement of May 26, 2020. The Second Amendment extends the license to perpetuity, covering the full term and life of the patents, and cures in the event of default. The Second Amendment also removes prior restrictions on the Companys use, sale, or commercialization of the technology after termination, permitting the sale of remaining inventory for up to 90 days post-termination, provided all required reports and payments are made under the Agreement. …

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3. SEGMENT REPORTING The Companys principal business is described in Note 1. The Company has determined that it operates in a 1 single operating and reportable segment. The Companys Chief Financial Officer is designated as the chief operating decision maker (CODM). The CODM evaluates the business as a whole and does not receive discrete financial information for separate business units. The CODM is responsible for evaluating financial results and making resource allocation decisions. Significant Segment Expenses The Company considers the following as significant expenses in evaluating its segment performance: Research and Development: Includes costs related to materials and supplies, prototype hardware development, and third-party consulting costs. General and Administrative: Includes personnel costs, contractor expenses, and other overhead expenses. Legal and Professional Fees: Includes the cost of legal services to expand and maintain the Companys patent portfolio, fees associated with various business transactions, and compliance with regulatory requirements. Entity-Wide Disclosures Geographic Revenue Information: For both the three and nine months ended September 30, 2025, 100 % of the Companys net sales were generated in the United States. Major Customers: The Company has one customer that accounted for 10 % or more of total revenue. The Company did no t generate revenue during the three and nine months ended September 30, 2024. ARRIVE AI INC. NOTES TO FINANCIAL STATEMEN …

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Restatement of previously issued financial statements Subsequent to the filing of the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, management, in consultation with the Companys independent registered public accounting firm, identified errors in the accounting for certain hybrid financial instruments issued pursuant to the Securities Purchase Agreement, dated March 21, 2025, by and between the Company and Streeterville Capital, LLC. Specifically, management determined that certain embedded conversion features contained in the Pre-Paid Purchases issued under the Securities Purchase Agreement should have been bifurcated from the related host instruments and accounted for as derivative liabilities at fair value at inception in accordance with ASC 815. In addition, management determined that the original issue discount and debt issuance costs associated with the host instruments were not properly accreted using the effective interest method over the appropriate accretion period. Management also determined that Commitment Shares issued in connection with the Pre-Paid Purchases should have been reflected in the determination of the carrying value of the related host instruments, rather than recognized immediately as general and administrative expense. As a result of these errors, the Company understated derivative liabilities, misstated the carrying amount of the related host instruments, and incorrectly recorded certain related non-cash expenses …

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15. STOCKHOLDERS EQUITY (AS RESTATED) Common Stock As of April 30, 2020 (date of incorporation), the Company had 100,000,000 shares of common stock, with a par value of $ 0.0001 , authorized and available to issue for purposes of satisfying any future transactions. No other class of stock has been authorized or is available for issuance. Effective September 15, 2021, the Company authorized a 2-for-1 stock split, with 200,000,000 shares authorized and available, with a par value of $ 0.00005 , to issue for purposes of satisfying any future transactions. Effective November 25, 2024, the Company authorized a 1-for-4 reverse stock split, with 200,000,000 shares authorized and available to issue for purposes of satisfying any future transactions. The par value is now $ 0.0002 . During the nine months ended September 30, 2025, the Company issued 5,112,182 shares of common stock as follows: a) 11,692 shares with accredited investors in exchange for cash of $ 152,000 at an average share price of $ 13.00 per share. 7,692 of the shares were issued with warrants and deemed as equity, as described in Note 16. b) 2,937,500 shares with an accredited investor in exchange for cash of $ 588 . The shares were issued at par value, subject to the securities purchase agreement, dated March 21, 2025, by and between Streeterville Capital, LLC and the Company (the Purchase Agreement), as described in Note 12. c) 120,820 warrants exercised, for 120,820 shares in exchange for cash of $ 573,895 . d) 25 …

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19. SUBSEQUENT EVENTS On October 1, 2025, the Company signed a new five-year lease agreement for office space in Fishers Indiana. The lessor and building owner is a related party owned by the Companys CEO Dan OToole. Under the triple-net lease, the Company is responsible for monthly rent expense plus taxes, insurance and common area maintenance. The lease term is October 1, 2025 through September 30, 2030, with a monthly rent payment of $ 54,366 . On October 2, 2025 the Company was the plaintiff in a lawsuit filed in federal court in the Southern District of Indiana for misappropriation of trade secrets. Taft, Stettinius & Hollister, LLP is representing the Company in the matter. Since this matter is still in its initial stages, the Company is unable to predict the outcome at this time. On October 6, 2025, the Company awarded 21,876 restricted stock units with a fair value of $ 108,942 to three independent board members for their services during the third quarter of 2025. These shares vest on September 30, 2026 and are expensed as compensation expense over the vesting period. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing