Financial Analysis

22. COMMITMENTS AND CONTINGENCIES Related Party Commitments During the year ended December 31, 2025, the Companys subsidiaries, BitNile.com, Inc. and askROI, Inc., entered into marketing and promotional commitments with a subsidiary of Ault & Company. The commitments, which totaled approximately $ 9.2 million, related to the coordination and execution of media placements, promotional events, and related marketing services in connection with various contracted events. These services were billed on a pass-through basis, at cost, without any mark-up or commission. The full $9.2 million was expensed during the year ended December 31, 2025. Contingencies Litigation Matters The Company is involved in litigation arising from other matters in the ordinary course of business. The Company is regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences. Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. The Company records a liability when it believes that it is probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company disclos …

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19. NOTES PAYABLE Notes payable at December 31, 2025 and 2024, were comprised of the following: Schedule of notes payable Collateral Guarantors Interest rate Effective rate (1) Due date December 31, 2025 December 31, 2024 AGREE secured construction loans, in default AGREE hotels - 9% 9% January 1, 2026 $ 68,750,000 $ 68,750,000 Circle 8 revolving credit facility Circle 8 cranes with a book value of $25.6 million - 9% 9% June 16, 2026 7,205,000 13,126,000 Circle 8 equipment financing notes Circle 8 equipment with a book value of $3.2 million - 6% 6% Various dates through July 20, 2029 2,171,000 2,826,000 15% term notes, in default - Milton C. Ault, III 15% - October 31, 2024 - 3,777,000 ROI promissory note, in default - - 18% 36% May 15, 2025 - 2,367,000 Other ($0.9 million in default) - - 6% Various 4,995,000 5,826,000 Total notes payable $ 83,121,000 $ 96,672,000 Less: Unamortized debt discounts - - Total notes payable, net $ 83,121,000 $ 96,672,000 Less: current portion (82,055,000 ) (95,768,000 ) Notes payable long-term portion $ 1,066,000 $ 904,000 (1) Includes forbearance and extension fees and OID costs that are amortized to interest expense over the life of the notes. Amendment to AGREE Secured Construction Loans The AGREE secured construction loans with an original due date of January 1, 2025, were amended on February 2, 2025, whereby AGREE agreed to pay monthly installments of interest only based on an annualized interest rate of Term SOFR plus 4.75%. In addition, AG …

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Schedule of disaggregated revenues Gresham TurnOnGreen Fintech Sentinum AGREE Energy ROI Holding Co. Total Primary Geographical Markets North America $ 438,000 $ 6,793,000 $ - $ 22,591,000 $ 18,951,000 $ 45,459,000 $ 4,000 $ 2,718,000 $ 96,954,000 Europe 372,000 - - - - 29,000 - - 401,000 Middle East and other 2,594,000 435,000 - - - - - - 3,029,000 Revenue from contracts with customers 3,404,000 7,228,000 - 22,591,000 18,951,000 45,488,000 4,000 2,718,000 100,384,000 Revenue, lending and trading activities (North America) - - 1,728,000 - - - - - 1,728,000 Total revenue $ 3,404,000 $ 7,228,000 $ 1,728,000 $ 22,591,000 $ 18,951,000 $ 45,488,000 $ 4,000 $ 2,718,000 $ 102,112,000 Major Goods or Services Crane rental $ - $ - $ - $ - $ - $ 45,459,000 $ - $ - $ 45,459,000 Revenue from mined crypto assets at Sentinum owned and operated facilities - - - 21,307,000 - - - - 21,307,000 Hotel and real estate operations - - - 1,284,000 18,951,000 - - - 20,235,000 Power supply units and systems 270,000 7,228,000 - - - - - - 7,498,000 Defense systems 2,366,000 - - - - - - - 2,366,000 Other 768,000 - - - - 29,000 4,000 2,718,000 3,519,000 Revenue from contracts with customers 3,404,000 7,228,000 - 22,591,000 18,951,000 45,488,000 4,000 2,718,000 100,384,000 Revenue, lending and trading activities - - 1,728,000 - - - - - 1,728,000 Total revenue $ 3,404,000 $ 7,228,000 $ 1,728,000 $ 22,591,000 $ 18,951,000 $ 45,488,000 $ 4,000 $ 2,718,000 $ 102,112,000 Timing of Revenue Recognition Goods and s …

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6. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table sets forth the Companys financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy at December 31, 2025 (no material financial instruments were measured at fair value on a recurring basis at December 31, 2024): Fair value, assets measured on recurring basis Fair Value Measurement at December 31, 2025 Total Level 1 Level 2 Level 3 Embedded conversion feature liabilities $ - $ - $ - $ 1,576,000 The Company assesses the inputs used to measure fair value using the three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market. For investments where little or no public market exists, managements determination of fair value is based on the best available information which may incorporate managements own assumptions and involves a significant degree of judgment, taking into consideration various factors including earnings history, financial condition, recent sales prices of the issuers securities and liquidity risks. The changes in Level 3 fair value hierarchy during the years ended December 31, 2025 and 2024 were as follows: Schedule of changes in fair value hierarchy Level 3 Balance at Beginning of Period Fair Value Adjustments Sales and Settlement Grants Level 3 Balance at End of Period Year ended December 31, 2025 Embedded conversion feature liabilities $ - $ (3,180,000 ) $ (3,492,000 ) $ 8,248,000 $ 1,576,000 Le …

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24. INCOME TAXES The following is a geographical breakdown of income/loss from continuing operations before the provision for income tax, for the years ended December 31, 2025 and 2024: Schedule of income loss before the provision for income tax 2025 2024 Pre-tax loss U.S. Federal $ (66,932,000 ) $ (58,979,000 ) Foreign 1,638,000 (2,724,000 ) Total $ (65,294,000 ) $ (61,703,000 ) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. Significant components of the Companys deferred tax assets for the years ended December 31, 2025 and 2024 were as follows: Schedule of deferred tax assets 2025 2024 Deferred tax asset: Allowance for doubtful accounts $ 726,000 $ 502,000 Unrealized losses 16,479,000 14,603,000 Obsolete inventory - - Stock compensation 4,313,000 4,192,000 Other carryforwards - - Net operating loss carryforwards 81,673,000 55,001,000 Lease liability 731,000 790,000 Impairment 32,925,000 32,626,000 Accrued expenses 834,000 1,823,000 Interest expense 17,897,000 16,293,000 Outside basis difference 3,822,000 3,325,000 Intangible assets, net - 9,000 Other 963,000 1,563,000 Total deferred tax asset 160,363,000 130,727,000 Deferred tax liability: Right-of-use assets (1,812,000 ) (734,000 ) Fixed assets, net (19,260,000 ) (15,514,000 ) Total deferred income tax liabilities (21,072,000 ) (16,248,000 ) Net deferred income tax assets 139,291,000 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

15. LEASES The Company has operating leases for office space. The Companys leases have remaining lease terms of 0.1 years to 8.0 years, some of which may include options to extend the leases perpetually, and some of which may include options to terminate the leases within one year. The following table provides a summary of leases by balance sheet category as of December 31, 2025 and 2024: Schedule of supplemental balance sheet information related to leases December 31, 2025 December 31, 2024 Operating right-of-use assets $ 6,651,000 $ 3,697,000 Operating lease liability - current 1,776,000 1,627,000 Operating lease liability - non-current 5,198,000 2,269,000 The components of lease expenses for the years ended December 31, 2025 and 2024, were as follows: Schedule of lease expenses Year Ended December 31, 2025 2024 Operating lease cost $ 1,936,000 $ 1,918,000 Short-term lease cost - - The following tables provides a summary of other information related to leases for the years ended December 31, 2025 and 2024: Schedule of supplemental cash flow information related to leases December 31, 2025 December 31, 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,970,000 $ 1,654,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,612,000 $ 2,080,000 Weighted-average remaining lease term - operating leases 4.1 years 3.2 years Weighted-average discount rate - operating leases 9.0 % 8. …

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Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement may affect the Companys financial reporting, the Company undertakes an analysis to determine whether any required changes should be made to its consolidated financial statements. Recently Adopted Accounting Standards On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires entities to disclose specific rate reconciliations, amount of income taxes separated by federal and individual jurisdiction, and the amount of income (loss) from continuing operations before income tax expense (benefit) disaggregated between federal, state, and foreign. The Company adopted ASU 2023-09 as required for the year ended December 31, 2025 under a prospective approach. The adoption of ASU 2023-09 did not have a material impact on the Companys consolidated financial position, results of operations, or cash flows, as the standard primarily expands disclosure requirements. Recently Issued Standards Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). ASU 2024-03 requires additional disclosures of certain expenses in the notes of the financ …

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5. REVENUE DISAGGREGATION The following tables summarize disaggregated customer contract revenues and the source of the revenue for the years ended December 31, 2025 and 2024. Revenues from lending and trading activities included in consolidated revenues were primarily interest, dividend and other investment income, which are not considered to be revenues from contracts with customers under GAAP. Revenue is presented by reportable segment. The Holding Co. column includes revenue that is not allocated to a specific reportable segment but is generated within the holding company entity. While not a separate reportable segment, Holding Co. is included in the table below to reconcile to total consolidated revenue. The Companys disaggregated revenues consisted of the following for the year ended December 31, 2025: Schedule of disaggregated revenues Gresham TurnOnGreen Fintech Sentinum AGREE Energy ROI Holding Co. Total Primary Geographical Markets North America $ 438,000 $ 6,793,000 $ - $ 22,591,000 $ 18,951,000 $ 45,459,000 $ 4,000 $ 2,718,000 $ 96,954,000 Europe 372,000 - - - - 29,000 - - 401,000 Middle East and other 2,594,000 435,000 - - - - - - 3,029,000 Revenue from contracts with customers 3,404,000 7,228,000 - 22,591,000 18,951,000 45,488,000 4,000 2,718,000 100,384,000 Revenue, lending and trading activities (North America) - - 1,728,000 - - - - - 1,728,000 Total revenue $ 3,404,000 $ 7,228,000 $ 1,728,000 $ 22,591,000 $ 18,951,000 $ 45,488,000 $ 4,000 $ 2,718,000 $ 102,11 …

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26. SEGMENT AND CUSTOMERS INFORMATION The Company had the following reportable segments as of December 31, 2025 and 2024; see Note 1 for a brief description of the Companys business. The Companys Chief Operating Decision Maker (CODM) is its Executive Chairman, Mr. Ault. The performance measure of the Companys reportable segments is primarily income or (loss) from operations. Income or (loss) from operations for each segment includes all revenues, cost of revenues, gross profit and other operating expenses directly attributable to the segment. The CODM is also provided with key non-cash expenses by segment, including depreciation and amortization, impairment of property and equipment and impairment of goodwill and intangible assets. These financial metrics are used for evaluating the performance of each segment and making decisions about allocating capital and other resources to each segment. The Holding Co. column includes financial results that are not allocated to a specific reportable segment but are primarily generated within the holding company entity. The following data presents the revenues, expenditures and other operating data of the Company and its operating segments for the year ended December 31, 2025: Schedule of operating segments Gresham TurnOnGreen Fintech Sentinum AGREE Energy ROI Holding Co. Total Revenue, crane operations $ - $ - $ - $ - $ - $ 45,459,000 $ - $ - $ 45,459,000 Revenue, crypto assets mining - - - 21,307,000 - - - - 21,307,000 Revenue, hotel an …

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23. STOCKHOLDERS EQUITY Class A Common Stock Class A common stock confers upon the holders the rights to receive notice to participate and vote at any meeting of stockholders of the Company, to receive dividends, if and when declared, and to participate in a distribution of surplus of assets upon liquidation of the Company. On August 29, 2025, the Company entered into a sales agreement with Wilson-Davis & Co., Inc. to sell shares of the Companys class A common stock, having an aggregate offering price of up to $ 125 million from time to time, through an ATM offering program. Between August 29, 2025 and December 31, 2025, the Company received gross proceeds of $ 125 million through the sale of 255.5 million shares of the Companys class A common stock through the ATM offering. On December 19, 2025, the Company entered into a new ATM sales agreement providing for the sale of up to $50.0 million of additional shares of Class A common stock under its effective shelf registration statement. No shares were issued under this agreement as of December 31, 2025. Class B Common Stock The Class B common stock is identical to the Class A common stock, with the exception that each share thereof carries 10 times the voting power of a share of Class A common stock. The Class B common stock is convertible at any time into Class A common stock on a one-for-one basis at the option of the holder of the Class B common stock. On October 31, 2025, the Company completed a special dividend of 19.9 …

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28. SUBSEQUENT EVENTS Class A Common Stock ATM Offering Activity During the period between January 1, 2026 through April 12 , 2026, the Company sold an aggregate of 91.6 million shares of Class A common stock pursuant to an ATM offering for gross proceeds of $ 18.1 million . Series D Preferred ATM Offering Activity During the period between January 1, 2026 through April 12, 2026, the Company issued an aggregate of 2,909 shares of Series D Preferred Stock pursuant to its Series D ATM offering for gross proceeds of $ 65,000 . Second Amendment to AGREE Construction Loans In January 2026, the Companys AGREE subsidiary amended the terms of its construction loans related to the AGREE properties. The amendment extended the maturity dates of the loans to January 1, 2027, subject to a potential one-year extension to January 1, 2028 upon satisfaction of certain conditions. The agreement also modifies the interest rate to Term SOFR plus 5.75%, with required monthly interest payments based on Term SOFR plus 4.75%, with the difference accruing and payable at maturity or earlier repayment. On April 1, 2026, the borrowers were required to make a principal payment of $3.0 million followed by monthly principal payments of $1.0 million through maturity. As of the date of this filing, the borrowers have not made the required principal payments. While such non-payment constitutes an event of default under the loan agreements, the lenders have not provided a notice of default. The modification al …

SubsequentEventsTextBlock · excerpt; the full note is in the filing