Financial Analysis

COMMITMENTS AND CONTINGENCIES Purchase Commitments The Company is legally obligated to fulfill certain purchase commitments made to vendors that supply materials used in the Companys products. At December 31, 2025 the total amount of such open inventory purchase orders was $18.3 million. Inventory Financing Arrangement On November 3, 2025, we entered into an amended and restated inventory finance agreement with J.J. Astor & Co. (the Inventory Purchaser), pursuant to which the Inventory Purchaser may, from time to time, finance up to $9.0 million of our finished goods inventory purchases from our contract manufacturers. Under this arrangement, we are required to pay a deposit equal to 20% of the purchase price of the applicable inventory, and the Inventory Purchaser funds the remaining balance directly to the supplier and takes title to the inventory. We have determined that this arrangement results in the recognition of the financed inventory and a corresponding financing obligation on our consolidated balance sheets, as the risks and rewards of ownership are substantially retained by us during the financing period. Accordingly, financed inventory is included within inventories, net of reserves, and the related payment obligations are presented as related party accounts payable on our consolidated balance sheets. For each inventory purchase financed under the agreement, we are obligated to pay the Inventory Purchaser an amount equal to the funded purchase amount plus a co …

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"DEBT The following comprises debt at December 31, 2025 and 2024 (in thousands): 2025 2024 Debt Third Parties Paycheck Protection Program $ $ 16 Note payable - Whitehawk 32,243 37,630 Total debt 32,243 37,646 Less: Premium, discount and issuance costs (1,908) 498 Current portion of debt 1,274 37,148 Long-term debt $ 32,877 $ Total debt (net of premium, discount and issuance costs) $ 34,151 $ 37,148 Debt - Third Parties: WhiteHawk Finance LLC In order to finance the acquisition of FrontRow Calypso LLC (FrontRow), which closed on December 31, 2022, the Company and substantially all of its direct and indirect subsidiaries, including Boxlight and FrontRow as guarantors, entered into a maximum $68.5 million term loan credit facility, dated December 31, 2022 (the Credit Agreement), with Whitehawk Finance LLC, as lender (the Lender), and White Hawk Capital Partners, LP, as collateral agent (Whitehawk or the Collateral Agent). The Company received an initial term loan of $58.5 million on December 31, 2022 (the Initial Loan) and was provided with a subsequent delayed draw facility of up to $10.0 million that may be available for additional working capital purposes under certain conditions (the Delayed Draw). The Initial Loan and Delayed Draw are collectively referred to as the Term Loans. The Term Loans are secured by substantially all of the assets of the Company. The proceeds of the Initial Loan were used to finance the Companys acquisition of FrontRow, pay off all indebtedness owed …

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Year Ended December 31, (in thousands) 2025 2024 Product revenues: Hardware $ 103,742 $ 124,378 Software and embedded firmware 648 1,198 Service revenues: Professional services 120 903 Maintenance and subscription services 4,736 9,414 $ 109,246 $ 135,893

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STOCK COMPENSATION The Company has issued grants under two equity incentive plans, both of which have been approved by the Companys shareholders: (i) the 2014 Equity Incentive Plan, as amended (the 2014 Plan), pursuant to which a total of 26,627 shares of the Companys Class A common stock have been approved for issuance, and (ii) the 2021 Equity Incentive Plan (the 2021 Plan), pursuant to which a total of 20,833 shares of the Companys Class A common stock have been approved for issuance. Upon approval of the 2021 Plan in September 2021, any shares remaining available for issuance under the 2014 Plan were cancelled, and all future grants were issued under the 2021 Plan. The 2021 Plan allows for issuance of shares of our Class A common stock, whether through restricted stock, restricted stock units, options, stock appreciation rights or otherwise, to the Companys officers, directors, employees, and consultants. Prior to the second quarter of 2023, the Company had issued 25,830 shares under the 2021 Plan such that the Company was over the authorized share number. Stock Options Under our Equity Incentive Plans, an employee may receive an award of stock grants that provides the opportunity in the future to purchase the Companys shares at the market price of our stock on the date the award is granted (strike price). The options become exercisable over a range of immediately vested to four-year vesting periods and expire five years from the grant date, unless stated differently in t …

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INTANGIBLE ASSETS AND GOODWILL Intangible assets and goodwill consisted of the following at December 31, 2025 and 2024 (in thousands): Useful lives 2025 2024 INTANGIBLE ASSETS Patents 4-10 years $ 100 $ 100 Customer relationships 8-15 years 50,973 48,036 Technology 3-5 years 8,615 8,371 Non-compete 3 years 391 391 Tradenames 2-10 years 12,659 12,253 Intangible assets, at cost 72,738 69,151 Accumulated amortization (55,658) (43,207) Intangible assets, net of accumulated amortization $ 17,080 $ 25,944 For the years ended December 31, 2025 and 2024, the Company recorded amortization expense on intangible assets of $9.8 million and $19.9 million, respectively. Amortization expense as of December 31, 2024 included approximately $12.3 million of accelerated amortization resulting from a revision to the useful lives of certain intangible assets from both the Americas and EMEA reporting segments to reflect the current expected economic useful life due to forecasted industry changes in the interactive flat panel display market as well as the Companys operational strategy to move to a unified worldwide display brand. There was no change to the gross carrying amount of recognized intangible assets due to translation adjustments as of December 31, 2025. Changes to gross carrying amount of recognized intangible assets due to translation adjustments were approximately $(0.8) million as of December 31, 2024. Expected future amortization expense for intangible assets as of December 31, 2025 …

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INCOME TAX In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as well as further disaggregation of income taxes paid. This change is effective for annual periods beginning after December 15, 2024. The company is adopting the new standard on a prospective basis. In November 2024, the FASB issued ASU 2024-03, Income Statement-reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40), which improves the disclosures about a public business entitys expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). This change is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. This change will apply on a prospective basis to annual financial statements for periods beginning after the effective date. However, retrospective application in all prior periods presented is permitted. The Company is currently evaluating the impact of this ASU on its financial sta …

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LEASES The Company has entered into various operating leases for certain offices, support locations and vehicles with terms extending through December 2038. Generally, these leases have initial lease terms of five years or less. Operating lease expense was $2.3 million and $2.4 million for the years ended December 31, 2025 and 2024, respectively. Variable lease costs and short-term lease costs were $1.4 million and $1.1 million for the year ended December 31, 2025 and 2024, respectively. Cash paid for amounts included in the measurement of lease liabilities was $2.4 million and $2.1 million for the years ended December 31, 2025 and 2024, respectively. Future minimum lease payments of the Companys operating leases with a term over one year subsequent to December 31, 2025 are as follows: Year ending December 31, (in thousands) 2026 $ 1,961 2027 1,304 2028 929 2029 880 2030 841 Thereafter 5,362 Total Lease Liabilities 11,277 Less: Imputed Interest (3,886) Present Value of Lease Liabilities $ 7,391 During the year ended December 31, 2025, the weighted-average remaining lease term was 9.9 years, and the weighted-average discount rate was 9.5%. During the year ended December 31, 2024, the weighted-average remaining lease term was 9.6 years, and the weighted-average discount rate was 10.1%. …

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NEW ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which enhances reporting requirements under Topic 280. The enhanced disclosure requirements include: title and position of the Chief Operating Decision Maker (CODM), significant segment expenses provided to the CODM, extending certain annual disclosures to interim periods, clarifying that single reportable segment entities must apply ASC 280 in its entirety, and permitting more than one measure of segment profit or loss to be reported under certain circumstances. The Company adopted this change for the year ended December 31, 2024 and interim periods beginning 2025. This change was applied retrospectively to all periods presented. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as well as further disaggregation of income taxes paid. This change is effective for annual periods beginning after December 15, 2024. The company is adopting the new standard on a prospective basis. In November 2024, the FASB issued ASU 2024-03, In come Statement-reporting Comprehensive Income- Expense Disagg …

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"OTHER RELATED PARTY TRANSACTIONS Management Agreements On November 1, 2022, the Company entered into a consulting agreement with Mark Elliott, former CEO of Boxlight and a current member of the board of directors. The agreement is for Mr. Elliott to provide sales, marketing, management and related consulting services to assist the Company in sourcing and entering into agreements with one or more customers to provide products and services for specified school districts. The Company will pay Mr. Elliott a fixed payment of $4 thousand per month and commissions equal to 15% of gross profit derived by the Company based on total purchase order revenue. The agreement, unless cancelled, will automatically renew on December 31, 2025. For the years ended December 31, 2025 and 2024, the Company paid $137 thousand and $352 thousand under the agreement, respectively. On January 31, 2018, the Company entered into a management agreement (the Management Agreement) with an entity owned and controlled by our now Chairman and former CEO, Michael Pope. The Management Agreement was separate and apart from Mr. Popes employment agreement. The Management Agreement was effective as of the first day of the same month that Mr. Popes employment with the Company terminates, and for a term of 13 months, Mr. Pope will provide consulting services to the Company including sourcing and analyzing strategic acquisitions, assisting with financing activities, and other services. As consideration for the services …

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SEGMENTS Information about our Companys operations by operating segment is shown in the following tables (in thousands): Year Ended December 31, 2025 Americas EMEA Rest of World Eliminations and Adjustments (1) Total Revenues, net $ 51,717 $ 58,355 $ 1,185 $ (2,011) $ 109,246 Less (2) Cost of sales 37,499 39,123 421 (1,426) 75,617 Segment gross profit 14,218 19,232 764 (585) 33,629 Less (2) General and administrative expenses 19,830 15,230 394 0 35,454 Depreciation and amortization 2,629 7,651 0 0 10,280 Research and development expenses 4,129 800 0 (660) 4,269 Interest expense 9,726 306 10,032 Income tax (benefit) expense (1,239) 319 (920) Other segment items (3) (678) (739) 3 (262) (1,676) Net Loss $ (20,179) $ (4,335) $ 367 $ 337 $ (23,810) (1) Eliminations and adjustments represent net sales between the Americas, EMEA and Rest of World segments. Sales between these segments are generally valued at market. (2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the Chief Operating Decision Maker. (3) Other Segment items for reach reportable segment includes: Research and development - consists primarily of personnel related costs, prototype and sample costs, design costs, and global product certifications mostly for wireless certifications. Other Expense - consists of interest expense associated with our debt financing arrangements, (gains) or losses on settlements of debt, and the effects of changes in the …

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"EQUITY Preferred Shares The Companys articles of incorporation, as amended provide that the Company is authorized to issue 50,000,000 shares of preferred stock consisting of: 1) 250,000 shares of non-voting Series A preferred stock, with a par value of $0.0001 per share; 2) 1,586,620 shares of voting Series B preferred stock; 3) 0 shares of voting Series C preferred stock; and 4) Remaining shares of blank check preferred stock as may be designated from time to by the Companys board of directors. Each authorized series of preferred stock is described below. Issuance of preferred shares Series A Preferred Stock At the time of the Companys initial public offering, 250,000 shares of the Companys non-voting convertible Series A preferred stock were issued to Vert Capital for the acquisition of Genesis. As of December 31, 2025, a total of 167,972 shares of Series A preferred stock remained outstanding which can be converted into 6,693 shares of Class A common stock, at the discretion of the Series A stockholder. Series B Preferred Stock and Series C Preferred Stock On September 25, 2020, in connection with the acquisition of Sahara, the Company issued 1,586,620 shares of Series B Preferred Stock and 1,320,850 shares of Series C Preferred Stock. The Series B Preferred Stock has a stated and liquidation value of $10.00 per share and pays a dividend out of the earnings and profits of the Company at the rate of 8% per annum, payable quarterly. The Series B Preferred Stock is convertib …

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"SUBSEQUENT EVENTS The Company evaluated subsequent events through the date the consolidated financial statements were issued. Executive departure On January 27, 2026, the Company implemented a planned leadership transition as part of its ongoing operational and strategic initiatives. In connection with this transition, Jens Holstebro stepped down from his role as Executive Vice President and General Manager of the Americas. Mr. Holstebros departure was treated as a termination without cause pursuant to his Employment Agreement dated February 26, 2024. Under the terms of the agreement, Mr. Holstebro is entitled to receive accrued obligations and severance benefits, including 12 months of base salary and certain continued benefits, subject to the terms of the agreement and his execution of a release of claims. The estimated severance and related obligations associated with this transition were accrued in the Companys consolidated financial statements as of December 31, 2025. On February 17, 2026, Dale Strang stepped down as Chief Executive Officer and member of the Board of Directors as part of a planned leadership transition. Mr. Strangs departure was treated as a termination without ""cause"" under his Employment Agreement dated September 30, 2024. Under the terms of his Employment Agreement, Mr. Strang is entitled to receive accrued obligations and severance benefits, including 12 months of base salary, any earned fiscal year 2026 annual cash incentive bonus, subject to the …

SubsequentEventsTextBlock · excerpt; the full note is in the filing