Financial Analysis

NOTE 14 - COMMITMENTS AND CONTINGENCIES Litigation and Other Loss Contingencies The Company records liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company has no liabilities recorded for loss contingencies as of December 31, 2025. The Company through its United Kingdom subsidiary is registered for Value Added Tax ( VAT ) in the United Kingdom under the accrual accounting scheme. Under this scheme, VAT output tax becomes due when invoices are issued, irrespective of cash settlement. As of the reporting date, management has identified that the settlement of certain existing liabilities could give rise to an obligation to remit additional VAT to HM Revenue & Customs ( HMRC ) in respect of VAT already invoiced or collected. The amount of any such payment cannot be reliably estimated at this time, and the likelihood of settlement remains uncertain. Accordingly, no provision has been recognized in the financial statements. Management will continue to monitor this situation and will make further disclosures or recognize a liability when the settlement becomes probable and can be reasonably estimated. Legal Matters Declaratory Relief Action Against the Company by AmTrust International On June 29, 2022, AmTrust International Underwriters DAC ( AmTrust ), which was the premerger directors and officers …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 9 - DEBT The following tables summarize the activity of loans payable (in thousands): Year Ended December 31, 2025 Principal balance at December 31, 2024 Principal additions Principal repayments in cash Other Principal balance at December 31, 2025 First Insurance - 2024 1 $ 1 $ - $ - $ (1 ) $ - First Insurance - 2025 2 - 614 (363 ) - 251 Equities First Loan - 25,950 - - 25,950 Aave Loan - 31,513 - - 31,513 Total loans payable and collateralized loans $ 1 $ 58,077 $ (363 ) $ (1 ) $ 57,714 Less: Less: loans payable and collateralized loans current portion 1 31,764 Loans and collateralized loans payable noncurrent portion $ - $ 25,950 (1) Represents insurance financing note payable funded in June 2024 which matured in April 2025 and bore interest at 9.30% (2) Represents insurance financing note payable funded in June 2025 which matures in April2026 and bears interest at 8.99% The following table summarizes the activity of loans payable (in thousands): Year Ended December 31, 2024 Principal balance at December 31, 2023 Principal additions Principal repayments in cash Other Principal balance at December 31, 2024 First Insurance 2023 $ 785 $ - $ (523 ) $ (262 ) $ - First Insurance - 2024 - 778 (777 ) - 1 Total loans payable $ 785 $ 778 $ (1,300 ) $ (262 ) $ 1 Less: loans payable current portion 785 1 Loans payable noncurrent portion $ - $ - Convertible Debt During the year ended December 31, 2025, the Company completed multiple senior secured convertible debt financings. The C …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Revenue consisted of the following (in thousands): Year Ended December 31, 2025 Native staking revenue $ 455 Liquid staking revenue 1 5,951 Reward revenue 141 Total revenue $ 6,547 (1) Liquid staking revenue includes $2.2 million of staking rewards and $3.7 million of incentive tokens earned through participation in liquid staking protocols.

DisaggregationOfRevenueTableTextBlock

NOTE 15 STOCK-BASED COMPENSATION The Company accounts for stock-based compensation in accordance with ASC 718 recognizes compensation cost for equity awards based on their grant-date fair value over the requisite service period. Stock Options A summary of the option activity is presented below: Years Ended December 31, 2025 and 2024 Number of Options Weighted Average Exercise Price Weighted Average Remaining Term (in Years) Intrinsic Value Outstanding, January 1, 2024 1,780 $ 6,339.48 9.0 - Granted 2,000 19.50 - - Forfeited (1,616 ) - - - Outstanding, December 31, 2024 2,164 289.34 9.0 - Granted 1,201,195 29.96 - - Exercised (49,000 ) 9.29 - - Forfeited (7 ) 15,010 - - Outstanding, December 31, 2025 1,154,352 $ 31.23 9.58 $ - Exercisable, December 31, 2025 1,154,352 $ 31.23 9.58 $ - A summary of outstanding and exercisable stock options is presented below: December 31, 2025 Stock Options Outstanding Stock Options Exercisable Exercise Number of Weighted Average Number of Price Shares Remaining Life in Years Shares $ 1,501.00 7 8.9 7 $ 5,168.00 71 7.9 71 $ 127.30 79 6.6 79 $ 32.20 919,764 9.8 919,764 $ 30.00 181,431 9.9 181,431 $ 19.50 2,000 6.2 2,000 $ 9.29 51,000 10.0 51,000 1,154,352 9.83 1,154,352 The fair value of stock options granted during the year ended December 31, 2025 was estimated using the Black-Sholes option pricing model and the following key assumptions range: 1) volatility of 172.04% - 176.85% ; 2) an expected term of 5.4 years using the plain-vanilla simplifi …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

NOTE 10 FAIR VALUE MEASUREMENTS The Company measures certain assets and liabilities at fair value on a recurring basis in accordance with ASC 820. ASC 820 establishes a three-level hierarchy that prioritizes the inputs used in measuring fair value. A description of the hierarchy levels is included in Note 3 Summary of Significant Accounting Policies . The following table presents information about the Companys assets and liabilities measured at fair value on a recurring basis by fair value hierarchy level (in thousands): December 31, 2025 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 8,018 $ - $ - $ 8,018 Restricted cash equivalents 1,016 - - 1,016 Marketable securities 4,411 - - 4,411 Digital Assets 61,587 - - 61,587 Total assets $ 75,032 $ - $ - $ 75,032 Liabilities: Embedded derivative liabilities 1 $ $ 81,299 $ $ 81,299 Total liabilities $ $ 81,299 $ $ 81,299 (1) Represents the change in fair value related to the embedded derivative associated with the Staking Receivables (i.e., deposits into liquid staking protocols) on the Companys Consolidated Balance Sheets. …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

NOTE 12 INCOME TAXES The components of income (loss) before income taxes were attributable to the following regions (in thousands): Year Ended December 31, 2025 2024 Domestic $ (443,531 ) $ (2,614 ) Foreign - - Total income (loss) before income taxes $ (443,531 ) $ (2,614 ) The provision for (benefit from) income taxes for continuing operations consisted of the following (in thousands): Year Ended December 31, 2025 2024 Current: Federal $ - $ - State - - Foreign - - Total Current $ - $ - Deferred: Federal - 2 State - - Foreign - - Total deferred $ - $ 2 Total provision for (benefit from) income taxes $ - $ 2 The table below provides the updated requirements of ASU 2023-09 for 2025. See Note 3 Summary of Significant Accounting PoliciesRecent accounting pronouncements for additional details on the adoption of ASU 2023-09. The effective income tax rate differs from the statutory federal income tax rate as follows (in thousands, except percentages): Year Ended December 31, 2025 $ % Provision for income taxes at U.S. federal statutory rate $ (93,142 ) (21.00 )% State and local income taxes, net of federal benefit 1 - 0.00 Foreign tax effects - 0.00 Changes in valuation allowance 73,355 16.54 Non-taxable or non-deductible items: Convertible Note Redemption Premium 18,426 4.15 Other 1,108 0.25 Adjustment to prior period provision 253 0.06 Other adjustments - - Total tax provision and effective tax rate $ - - (1) State income taxes attributable to Florida represented more than 50% of …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Improvements to Reportable Segment Disclosures ( ASU 2023-07 ), which amends ASC 280 , to expand reportable segment disclosure requirements. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the Companys CODM, the amount and description of other segment items, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss to evaluate segment performance and allocate resources. ASU 2023-07 allows entities to disclose more than one measure of segment profit or loss and applies the full ASC 280 framework to entities with a single reportable segment. The Company adopted ASU 2023-07 on January 1, 2025. The adoption of ASU 2023-07 did not have a material impact on the Companys Consolidated Financial Statements, as the Company has a single reportable segment. In December 2023, the FASB issued ASU No. 2023-08, Accounting for and Disclosure of Crypto Assets ( ASU 2023-08 ), which requires certain crypto assets that meet specified criteria, including the Companys ETH holdings, to be measured at fair value with changes in fair value recognized in net income each reporting period. ASU 2023-08 also requires enhanced interim and annual disclosures related to an entitys crypto asset holdings. The Company adopted ASU 2023-08 eff …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

NOTE 17 RELATED PARTIES The Company enters into transactions with related parties, including its officers, directors, and entities affiliated with such individuals. Accounts Payable As of December 31, 2025 and 2024, accounts payable to related parties were $0.02 million and $0.05 million respectively. These primarily relate to amounts due to certain officers and directors for deferred compensation and reimbursable expenses. Other Related Party Transactions During the year ended December 31, 2025, the Company entered into additional transactions with related parties, including settlement agreements, consulting and separation arrangements, and equity based compensation awards involving officers, directors, or entities affiliated with such individuals. These transactions are described in further detail in Note 14 Commitments and Contingencies and Note 16 Stockholders (Deficit) Equity . …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 8 REVENUE RECOGNITION The Company recognizes revenue from native staking and liquid staking activities on the Ethereum blockchain. Additional information regarding the Companys revenue recognition policies is included in Note 3 Summary of Significant Accounting Policies . Revenue by Source Revenue consisted of the following (in thousands): Year Ended December 31, 2025 Native staking revenue $ 455 Liquid staking revenue 1 5,951 Reward revenue 141 Total revenue $ 6,547 (1) Liquid staking revenue includes $2.2 million of staking rewards and $3.7 million of incentive tokens earned through participation in liquid staking protocols. Revenue by Major Customers The Company generated revenue from the following major customers, each of which represented 10% or greater of total revenue. All such revenue was generated within the Companys single reportable segment (in thousands): Year Ended December 31, 2025 Coinbase staking and reward income $ 4,340 Ether.fi liquid staking 1,562 Puffer liquid staking 645 Total revenue $ 6,547 …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and entities in which the Company has a controlling financial interest. They have been prepared in accordance with accounting principles generally accepted in the United States of America ( U.S. GAAP ). The Company reports financial results in U.S. dollars. The Company consolidates entities in which it holds a controlling financial interest in accordance with ASC 810, Consolidation ( ASC 810 ). As of December 31, 2025, the Company conducts its continuing operations directly through the parent entity. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of accompanying financial statements, in conformity with U.S. GAAP, requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Companys significant estimates and assumptions used in these Consolidated Financial Statements include, but are not limited to, the fair value of financial instruments (including staking receivables and convertible debt), the valuation of the Companys digital assets, warrants, options, and embedded derivatives. Certain of the Companys estimates could be affected by external conditions, including …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

NOTE 19 SUBSEQUENT EVENTS The Company evaluated subsequent events that occurred after the balance sheet date through the date the financial statements were issued. Aircraft Engine Purchase Agreement On January 17, 2026, the Company, through a newly formed wholly owned subsidiary, acquired two CFM56-7B24 aircraft engines (together with related records and equipment) from an unaffiliated seller pursuant to an Engine Sale and Purchase Agreement. The engines were acquired for an aggregate purchase price of $12.2 million in cash, subject to certain adjustments. The engines are subject to lease arrangements that were assigned to the Company as part of the acquisition, and the Company entered into a servicing agreement with an affiliate of the seller to manage the engines during the lease term, in exchange for a monthly fee. Zippy Manufactured Home Loan Portfolio Acquisition On January 30, 2026, the Company, through its wholly owned subsidiary, ETHZilla Modular Mortgage LLC, acquired 95 manufactured and modular home loans (together with the related first-lien mortgages) from Zippy Manufactured Home Credit Fund I L.P. pursuant to a Loan Purchase Agreement, for an aggregate purchase price of $4.7 million in cash (equal to 104% of the outstanding principal balance as of January 29, 2026). The loans are serviced by Zippy Loans, LLC, an affiliate of the seller, and the Company currently intends to tokenize the loans into a manufactured home loan token and make it available on Liquidity.i …

SubsequentEventsTextBlock · excerpt; the full note is in the filing