AMERICAN SHARED HOSPITAL SERVICES 10-K

ITEM 9A. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures. Our Executive Chairman of the Board (who performs the functions of our principal executive officer) and our Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e)) of the Exchange Act) as of the end of the period covered by this annual report, have concluded that our disclosure controls and procedures are not effective as of December 31, 2025 based on their evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, due to the material weakness over financial reporting described below. 29 Table of Contents (b) Management ’ s report on internal control over financial reporting. The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to its management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on its evaluation, management has concluded that the Company’s internal control over financial reporting was not effective at the reasonable assurance level as of December 31, 2025. A material weakness, as defined in the standards established by the Sarbanes-Oxley Act of 2002, is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the material weakness in internal control over financial reporting as of December 31, 2025 described below. The Company did not maintain an effective control environment because it had an insufficient number of personnel and resources with experience to create the proper environment for effective internal control over financial reporting in this period. The Company’s control environment resulted in the conclusion that we were unable to completely maintain the monitoring component of the COSO framework including ensuring the sufficiency of monitoring activities to ascertain whether the components of internal control are present and functioning in a timely manner. The material weakness could result in misstatements in the consolidated financial statements that would not be prevented or detected on a timely basis. Accordingly, management has concluded that the control deficiency constitutes a material weakness. The Company’s remediation plan related to the material weakness in our internal controls identified are to hire sufficient personnel with accounting and financial reporting experience to augment its current staff and to improve the timeliness of our overall effectiveness of the Company’s closing and financial reporting processes, including as described in this paragraph. As previously disclosed, on December 19, 2024, the Company appointed a new Chief Financial Officer who also serves as the Company’s principal financial officer and principal accounting officer. The new Chief Financial Officer has extensive experience and expertise in billing and collections for radiation therapy facilities. During 2024, the Company outsourced its billing cycle for its Rhode Island facilities. In May 2025, the Company hired a Director of Revenue Cycle Management and effective June 1, 2025, began preparing to process the Rhode Island revenue cycle internally. Two additional staff members have been hired to support this process internally as well. While this process is still new, the Company expects this change to provide more control and efficiency to this process overall. Also, during the first and second quarters of 2025, the Company utilized resources from a staffing agency and hired an Accounting Manager on a full-time basis in late March 2025 in addition to using third party accounting consulting services. The Company will continue to assess the need for additional resources, especially in the finance and accounting areas, as the Company’s business continues to grow and expand. The primary element of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. As management continues to evaluate and work to improve our internal control over financial reporting, management may determine it is necessary to take additional measures to address the material weakness. As we are a non-accelerated filer, our independent registered public accounting firm is not required to issue an attestation report on our internal control over financial reporting 30 Table of Contents (c) Changes in internal controls over financial reporting. Our Executive Chairman of the Board (who performs the functions of our principal executive officer) and our Chief Financial Officer have evaluated the changes to the Company’s internal control over financial reporting that occurred during our last fiscal quarter ended December 31, 2025, as required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15, and have concluded that, other than the remediation efforts described above, there were no such changes that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.. ITEM 9B. OTHER INFORMATION During the quarter ended December 31, 2025 , no director or officer adopted, modified, or terminated a “Rule 10b5 - 1 trading arrangement” or a “non-Rule 10b5 - 1 trading arrangement,” as those terms are defined in Item 408 (a) of Regulation S‑K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information regarding directors is incorporated herein by reference from the Company’s definitive Proxy Statement for the 2026 Annual Meeting of Shareholders (the “2026 Proxy Statement”). Information regarding executive officers of the Company, included herein under the caption “Executive Officers of the Company” in “Part I, Item 1. Business” above, is incorporated herein by reference. Information concerning the identification of our standing Audit Committee required by this Item is incorporated by reference from the 2026 Proxy Statement. Information concerning our Audit Committee financial experts required by this Item is incorporated by reference from the 2026 Proxy Statement . Information concerning compliance with Section 16(a) of the Exchange Act required by this Item is incorporated by reference from the 2026 Proxy Statement. We have adopted a Code of Ethics that is available on our website at www.ashs.com . The information on our website is not part of this report. You may also request a copy of this document free of charge by writing our Corporate Secretary. We have adopted a Policy on Inside Information and Insider Trading (our “Insider Trading Policy”), which governs the purchase, sale, and/or other disposition of our securities by our directors, officers, and employees and other covered persons designated by our Chief Financial Officer. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE American listing standards, as applicable. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10 -K. ITEM 11. EXECUTIVE COMPENSATION Information required by this Item is incorporated herein by reference from the 2026 Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information required by this Item is incorporated herein by reference from the 2026 Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information required by this Item is incorporated herein by reference from the 2026 Proxy Statement. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is incorporated by reference to the section entitled “Ratification of the Appointment of Our Independent Registered Public Accounting Firm” in our Proxy Statement for the 2026 Annual Meeting of Stockholders. Auditor Firm Id: 23 Auditor Name: Baker Tilly US, LLP Auditor Location: San Francisco, CA United States 31 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements and Schedules. The following Financial Statements and Schedules are filed with this Report: Report of Independent Registered Public Accounting Firm Audited Consolidated Financial Statements Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statement of Shareholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Financial Statement Schedules- no schedules are included since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements and notes thereto. 32 Table of Contents (b) Exhibits. The following Exhibits are filed with this Report. Exhibit Incorporated by reference herein Number Description Form Exhibit Date 3.1 Articles of Incorporation of the Company. 10-Q 001-08789 3.1 5/15/2017 3.1a Certificate of Amendment to Articles of Incorporation of the Company. 10-K 001-08789 3.1 3/27/2017 3.2 By-laws of the Company, as amended to date. 10-Q 001-08789 3.2 8/15/2022 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10-K 001-08789 4.1 4/6/2021 10.1 Operating Agreement for GK Financing, LLC dated as of October 17, 1995 between American Shared Radiosurgery Services, Inc. and GKV Investments, Inc. S-1 033-63721 10.12 10/26/1995 10.1a Amendment Agreement dated as of October 26, 1995 to the GK Financing, LLC Operating Agreement between American Shared Radiosurgery Services, Inc. and GKV Investments, Inc. S-1/A 033-63721 10.13 3/29/1996 10.1b Second Amendment Agreement dated as of December 20, 1995 to the GK Financing, LLC Operating Agreement between American Shared Radiosurgery Services, Inc. and GKV Investments, Inc. S-1/A 033-63721 10.13 3/29/1996 10.1c Third Amendment Agreement dated as of October 16, 1996 to the GK Financing, LLC Operating Agreement between American Shared Radiosurgery Services, Inc. and GKV Investments, Inc. 10-K 001-08789 10.13b 3/31/1998 10.1d Amendment Four Agreement dated as of March 31, 1998 to the GK Financing, LLC Operating Agreement between American Shared Radiosurgery Services, Inc. and GKV Investments, Inc. 10-K 001-08789 10.8 3/31/1999 10.1e Fifth Amendment Agreement dated as of March 31, 1998 to the GK Financing, LLC Operating Agreement between American Shared Radiosurgery Services, Inc. and GKV Investments, Inc. 10-K 001-08789 10.9 3/31/1999 10.1f Sixth Amendment Agreement dated as of June 5, 1998 to the GK Financing, LLC Operating Agreement between American Shared Radiosurgery Services, Inc. and GKV Investments, Inc. 10-K 001-08789 10.10 3/31/1999 10.1g Seventh Amendment Agreement dated as of October 18, 2006 to the GK Financing, LLC Operating Agreement between American Shared Radiosurgery Services, Inc. and GKV Investments, Inc. 10-K 001-08789 10.52 4/2/2007 10.1h Eighth Amendment Agreement dated as of April 28, 2010 to the GK Financing, LLC Operating Agreement between American Shared Radiosurgery Services, Inc. and GKV Investments, Inc. 10-K 001-08789 10.1h 3/30/2016 10.1i Ninth Amendment Agreement dated as of May 16, 2011 to the GK Financing, LLC Operating Agreement between American Shared Radiosurgery Services, Inc. and GKV Investments, Inc. 10-K 001-08789 10.1i 3/30/2016 10.1j Tenth Amendment Agreement dated as of March 25, 2021 to the GK Financing, LLC Operating Agreement between American Shared Radiosurgery Services, Inc. and GKV Investments, Inc. 10-K 001-08789 10.1j 3/30/2022 33 Table of Contents 10.2 Lease Agreement for a Gamma Knife Unit dated as of October 29, 1996 between GK Financing, LLC and Methodist Healthcare Systems of San Antonio, Ltd., dba Southwest Texas Methodist Hospital. 10-K 001-08789 10.2 3/30/2016 10.2a Addendum to Lease Agreement for a Gamma Knife Unit dated as of October 31, 1996 between GK Financing, LLC and Methodist Healthcare System of San Antonio, Ltd., dba Southwest Texas Methodist Hospital. 10-K 001-08789 10.2a 3/30/2016 10.2b Addendum Two to Lease Agreement for a Gamma Knife Unit dated as of October 16, 1997 between Methodist Healthcare System of San Antonio, Ltd., d.b.a. Southwest Texas Methodist Hospital and GK Financing, LLC. 10-K 001-08789 10.2b 3/30/2016 10.2c Amendment to Lease Agreement for a Gamma Knife Unit dated as of December 13, 2003 between Methodist Healthcare Systems of San Antonio, Ltd., d/b/a Southwest Texas Methodist Hospital and GK Financing, LLC. 10-K 001-08789 10.2c 3/30/2016 10.2d # Second Amendment to Lease Agreement for a Gamma Knife Unit (Perfexion Upgrade) dated as of December 23, 2009 between GK Financing, LLC and Methodist Healthcare Systems of San Antonio, Ltd., d/b/a Southwest Texas Methodist Hospital. 10-Q 001-08789 10.18b 11/15/2010 10.2e Third Amendment to Lease Agreement for a Gamma Knife Unit (Perfexion Upgrade) dated June 1, 2020 between GK Financing, LLC and Methodist Healthcare System of San Antonio, Ltd., d/b/a Southwest Texas Methodist Hospital 10-Q 001-08789 10.4 5/12/2023 10.2f Fourth Amendment to Lease Agreement for a Gamma Knife Unit (Esprit Upgrade) dated July 28, 2023 between GK Financing, LLC and Methodist Healthcare System of San Antonio, Ltd., L.L.P. (f/k/a Methodist Healthcare System of San Antonio, Ltd.) d/b/a Southwest Texas Methodist Hospital. 10-K 001-08789 10.2f 4/1/2024 10.10 Lease Agreement for a Gamma Knife Unit dated as of November 1, 1999 between GK Financing, LLC and Jackson HMA, Inc. d/b/a Central Mississippi Medical Center. 10-K 001-08789 10.10 3/30/2016 10.10a Addendum to Lease Agreement for a Gamma Knife Unit dated as of November 1, 1999 between Jackson HMA, Inc. dba Central Mississippi Medical Center and GK Financing, LLC. 10-Q 001-08789 10.34 8/10/2001 10.10b # Addendum Two to Lease Agreement for a Gamma Knife Unit dated as of November 6, 2006 between GK Financing, LLC and Jackson HMA, Inc. d/b/a Central Mississippi Medical Center. 10-K 001-08789 10.51 4/2/2007 34 Table of Contents 10.10c Amendment Three to Lease Agreement for a Gamma Knife Unit dated as of February 23, 2010 between GK Financing, LLC and Jackson HMA, LLC d/b/a Central Mississippi Medical Center. 10-K 001-08789 10.10c 3/30/2016 10.10d Amendment Four to Lease Agreement for a Gamma Knife Unit dated as of May 1, 2019 between GK Financing, LLC and Jackson HMA, LLC d/b/a Central Mississippi Medical Center. 10-Q 001-08789 10.1 5/11/2020 10.11 Lease Agreement for a Gamma Knife Unit dated as of February 18, 2000 between GK Financing, LLC and OSF HealthCare System. 10-K 001-08789 10.11 3/30/2016 10.11a Addendum to Lease Agreement for a Gamma Knife Unit dated as of April 13, 2007, between GK Financing, LLC and OSF Healthcare System. 10-Q 001-08789 10.2 8/11/2016 10.11b Addendum Two to Lease Agreement for a Gamma Knife Unit dated as of October 31, 2012 between GK Financing, LLC and OSF Healthcare System. 10-Q 001-08789 10.2a 8/11/2016 10.11c # Addendum Three to Lease Agreement for a Gamma Knife Unit dated as of June 7, 2016 between GK Financing, LLC and OSF Healthcare System. 10-Q 001-08789 10.2b 8/11/2016 10.11d Addendum Four to Lease Agreement for a Gamma Knife Unit dated as of February 6, 2020 between GK Financing, LLC and OSF Healthcare System. 10-K 001-08789 10.11d 4/6/2021 10.11e # Addendum Five to Lease Agreement for a Gamma Knife Unit dated as of April 28, 2021 between GK Financing, LLC and OSF Healthcare System. 10-K 001-08789 10.11e 3/30/2022 10.11f # Addendum Six to Lease Agreement for a Gamma Knife Unit dated as of October 7, 2025 between GK Financing, LLC and OSF Healthcare System. 10.13 Equipment Lease Agreement (for a Gamma Knife Unit) dated as of February 13, 2003 between GK Financing, LLC and AHS Albuquerque Regional Medical Center, LLC. 10-K 001-08789 10.13 3/30/2016 10.13a # Amendment to Equipment Lease Agreement (Perfexion Upgrade) dated as of April 8, 2011 between GK Financing, LLC and Lovelace Health System, Inc., d/b/a Lovelace Medical Center. 10-Q 001-08789 10.62 8/15/2011 10.13b Assignment and Assumption of Purchase and License Agreement dated as of February 2, 2011 between Elekta, Inc., GK Financing, LLC and Albuquerque GK Equipment, LLC. 10-Q 001-08789 10.62a 8/15/2011 10.13c # Icon Upgrade and Amendment Two to Equipment Lease Agreement for a Gamma Knife Unit dated as of October 15, 2019 between GK Financing, LLC and Lovelace Health System, Inc., d/b/a Lovelace Medical Center. 10-Q 001-08789 10.1 11/13/2020 10.13d Amendment Three to Equipment Lease Agreement dated as of November 9, 2023 between GK Financing, LLC and Lovelace Health System, LLC d/b/a Lovelace Medical Center. 10-K 001-08789 10.13d 4/1/2024 10.14 Equipment Lease Agreement (for a Gamma Knife Unit) dated as of March 21, 2003 between GK Financing, LLC and Northern Westchester Hospital Center. 10-K 001-08789 10.14 3/30/2016 10.14a # Amendment to Equipment Lease Agreement (Perfexion Upgrade) dated as of June 8, 2012 between GK Financing, LLC and Northern Westchester Hospital Center. 10-Q 001-08789 10.46a 8/14/2013 10.14b # Amendment Two to Equipment Lease Agreement (Reload) dated as of October 7, 2020 between GK Financing, LLC and Northern Westchester Hospital Association. 10-Q 001-08789 10.1 5/13/2021 10.14c # Amendment Three to Equipment Lease Agreement (Esprit Upgrade) dated as of April 24, 2024 between GK Financing, LLC and Northern Westchester Hospital Center. 10-Q 001-08789 10.1 5/15/2024 35 Table of Contents 10.19 # Leksell Gamma Knife Perfexion Purchased Services Agreement dated as of January 19, 2012 between GK Financing, LLC and Sacred Heart Health System, Inc. 10-Q 001-08789 10.65 5/15/2013 10.20 # Leksell Gamma Knife Perfexion Purchased Services Agreement dated as of March 27, 2014 between GK Financing, LLC and PeaceHealth doing business through its operating division PeaceHealth Sacred Heart Medical Center at RiverBend. 10-K 001-08789 10.67 4/1/2015 10.20a Amendment One to Leksell Gamma Knife Perfexion Purchased Services Agreement dated as of March 27, 2014 between GKF Financing, LLC and PeaceHealth Sacred Heart Medical Center at Riverbend. 10-Q 001-08789 10.2 5/13/2021 10.20b Amendment Two to Leksell Gamma Knife Perfexion Purchased Services Agreement dated as of January 19, 2024 between GKF Financing, LLC and PeaceHealth Sacred Heart Medical Center at RiverBend, 10-K 001-08789 10.20b 4/1/2024 10.20c Amendment Three to Gamma Knife Perfexion Purchased Services Agreement dated as of March 27, 2014 between GK Financing, LLC and Peacehealth Sacred Heart Medical Center at Riverbend. 10-Q 001-08789 10.1 8/14/2024 10.22 # Proton Beam Radiation Therapy Lease Agreement dated as of October 18, 2006 between American Shared Hospital Services and Orlando Regional Healthcare System, Inc. 10-Q 001-08789 10.3 8/11/2016 10.22a # Amendment One to Proton Beam Radiation Therapy Lease Agreement dated as of August 12, 2012 between American Shared Hospital Services and Orlando Health, Inc., formerly known as Orlando Regional Healthcare System, Inc. 10-Q 001-08789 10.3a 8/11/2016 10.22b # Amendment Two to Proton Beam Radiation Therapy Lease Agreement dated as of March 31, 2026 between American Shared Hospital Services and Orland Health, Inc. 8-K 001-08789 10.1 3/19/2026 10.23a # Equipment Lease Agreement (for a Gamma Knife Unit) dated as of May 8, 2018 between The Methodist Hospitals, Inc. and GK Financing, LLC 10-Q 001-08789 10.1 5/13/2019 10.23b First Amendment to Lease Agreement for a Gamma Knife Unit (Perfexion on site upgrade to Elekta Esprit) dated as of April 18, 2023 between The Methodist Hospitals, Inc. and GK Financing, LLC. 10-K 001-08789 10.23b 4/1/2024 10.23c Second Amendment to Lease Agreement for a Gamma Knife Unit (Cobalt-60 Reload) dated as of June 13, 2023 between The Methodist Hospitals, Inc. and GK Financing, LLC. 10-K 001-08789 10.23c 4/1/2024 10.24 • American Shared Hospital Services Incentive Compensation Plan as Amended and Restated effective June 25, 2021 8-K 001-08789 10.1 7/1/2021 10.25 • Form of Indemnification Agreement between American Shared Hospital Services and members of its Board of Directors. 10-K 001-08789 10.26 3/30/2016 10.26 • Form of American Shared Hospital Services Incentive Compensation Plan Performance Share Award Agreement. 10-K 001-08789 10.25 3/27/2017 10.27 • Form of American Shared Hospital Services Incentive Compensation Plan Restricted Stock Unit Issuance Agreement. 10-Q 001-08789 10.2 5/12/2023 10.28 • Form of American Shared Hospital Services Incentive Compensation Plan Notice of Grant of Incentive Stock Option. 10-Q 001-08789 10.3 5/12/2023 10.29 • Offer Letter between the Company and Mr. Raymond C. Stachowiak dated April 22, 2020 8-K 001-08789 99.1 4/22/2020 36 Table of Contents 10.30 • Offer of Employment from the Company to Mr. Gary Delanois dated October 4, 2024. 8-K 001-08789 10.1 10/18/2024 10.31 • Offer Letter from the Company to Mr. Scott Frech dated December 19, 2024. 8-K 001-08789 10.3 12/26/2024 1 0. 32a Credit Agreement dated as of April 9, 2021 among the Company, PBRT Orlando, LLC and GK Financing, LLC as the initial co-Borrowers, and American Shared Radiosurgery Services as the initial additional Loan Party and Fifth Third Bank, National Association, as Lender. 8-K 001-08789 10.1 4/15/2021 10.32b First Amendment to Credit Agreement dated as of January 25, 2024 among the Company, PBRT Orlando, LLC and GK Financing, LLC as the Borrowers, American Shared Radiosurgery Services as a Loan Party and Fifth Third Bank, National Association, as Lender. 8-K 001-08789 10.1 1/31/2024 10.32c Second Amendment to Credit Agreement dated as of January 25, 2024 among the Company, PBRT Orlando, LLC and GK Financing, LLC as the Borrowers, American Shared Radiosurgery Services as a Loan Party and Fifth Third Bank, National Association, as Lender. 8-K 001-08789 10.1 12/26/2024 10.33a Investment Agreement dated as of November 10, 2023 between GenesisCare USA, Inc., GenesisCare USA Holdings, Inc., and the Company. 8-K 001-08789 10.1 11/16/2023 10.33b First Amendment to Investment Agreement dated as of March 1, 2024 between the Company, GenesisCare USA, Inc., and GenesisCare USA Holdings, Inc. 10-K 001-08789 10.33b 4/1/2024 10.33c Second Amendment to Investment Agreement dated as of April 18, 2024 between the Company, GenesisCare USA Inc., and GenesisCare USA Holdings, Inc. 10-Q 001-08789 10.2 5/15/2024 10.33d Third Amendment to Investment Agreement dated as of April 24, 2024 between the Company, GenesisCare USA Inc., and GenesisCare USA Holdings, Inc. 10-Q 001-08789 10.3 5/15/2024 10.33e Fourth Amendment to Investment Agreement dated as of May 7, 2024 between the Company, GenesisCare USA Inc., and GenesisCare USA Holdings, Inc.. 10-Q 001-08789 10.4 5/15/2024 10.34 • Form of American Shared Hospital Services Incentive Compensation Plan Performance Share Award Agreement 16.1 • Moss Adams Letter to Securities and Exchange Commission dated June 9, 2025 8-K 001-08789 16.1 6/9/2025 19.1 * American Shared Hospital Services Policy on Inside Information and Insider Trading. 10-K 001-08789 19.1 4/4/2025 21.1 * Subsidiaries of the Company 23.1 * Consent of Independent Registered Public Accounting Firm 31.1 * Certification of Principal Executive Officer pursuant to Rule 13a-14a/15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 * Certification of Principal Financial Officer pursuant to Rule 13a-14a/15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 ǂ Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 * American Shared Hospital Services Compensation Recoupment Policy, effective October 2, 2023. 10-K 001-08789 97 4/1/2024 101.INS * Inline XBRL Instance Document 101.SCH * Inline XBRL Taxonomy Extension Schema Document 101.CAL * Inline XBRL Taxonomy Calculation Linkbase Document 101.DEF * Inline XBRL Taxonomy Definition Linkbase Document 101.LAB * Inline XBRL Taxonomy Label Linkbase Document 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 * Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline Instance XBRL contained in Exhibit 101 * Filed herewith. ǂ Furnished herewith. # As permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Exchange Act of 1934, as amended, certain confidential portions of this exhibit have been redacted from the publicly filed document. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request. Omitted information has been replaced with asterisks. • Indicates management compensatory plan, contract, or arrangement. 37 Table of Contents ITEM 16. FORM 10-K SUMMARY The optional summary in Item 16 has not been included in this Form 10-K. 38 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN SHARED HOSPITAL SERVICES (Registrant) March 31, 2026 By: /s/ Raymond C. Stachowiak Raymond C. Stachowiak Executive Chairman of the Board Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature Title Date /s/ Raymond C. Stachowiak Executive Chairman of the Board (principal executive officer) March 31, 2026 Raymond C. Stachowiak /s/ Daniel G. Kelly Jr. Director March 31, 2026 Daniel G. Kelly JR. /s/ Kathleen Miles Director March 31, 2026 Kathleen Miles /s/ Vicki L. Wilson Director March 31, 2026 Vicki L. Wilson /s/ Raymond S. Frech Chief Financial Officer March 31, 2026 Raymond S. Frech (principal financial officer and principal accounting officer) 39 Table of Contents AMERICAN SHARED HOSPITAL SERVICES REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM and CONSOLIDATED FINANCIAL STATEMENTS AS OF December 31, 2025 and 2024 , and FOR THE YEARS THEN ENDED CONTENTS PAGE REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F- 1 CONSOLIDATED FINANCIAL STATEMENTS Balance sheets F- 3 Statements of operations F- 4 Statement of shareholders’ equity F- 5 Statements of cash flows F- 6 Notes to financial statements F- 8 40 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of American Shared Hospital Services, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of American Shared Hospital Services (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern Uncertainty The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 of the consolidated financial statements, the Company has defaulted on its debt that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate. Rental Revenue from Medical Equipment Leasing – Estimates of Reimbursement Rates As described in Note 2 in the Company’s consolidated financial statements, the Company has rental revenue from medical equipment leasing on either a fee per use or revenue sharing basis. Under revenue sharing arrangements, the Company recognizes revenue based on a contracted percentage of the reimbursement received by the hospital. The amount the Company expects to receive is recorded as revenue and estimated based on historical experience. Under fee per use arrangements, the Company recognizes revenue at the time the procedures are performed, based on each hospital’s contracted rate and number of procedures performed. During the year ended December 31, 2025, the Company recognized $12.6 million in rental revenue from medical equipment leasing. We identified the auditing of management’s estimates of reimbursement rates to record rental revenue from medical equipment leasing and related accounts receivable under its revenue sharing arrangements as a critical audit matter. The estimates of reimbursement rates involve significant judgment and estimation by management and are subject to adjustments based on the actual reimbursements received. In turn, auditing management’s judgments used in the estimates of reimbursement rates involved a high degree of auditor judgment and subjectivity when performing audit procedures and evaluating the results of those procedures. F- 1 Table of Contents Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures related to the matter included the following, among others: ● Testing the process used by management, including evaluating the methods used. ● Testing the completeness and accuracy of the underlying data used by management. ● Testing the reasonableness of significant assumptions used by management by: o Obtaining third party confirmations from a selection of locations to evaluate the inputs to management’s calculation. o Testing cash receipts subsequent to year end. o Evaluating management’s ability to estimate by comparing collections in 2025 to prior year estimated accounts receivable. o Analytically comparing the estimated reimbursement rates to the predicted rates based on a mix of current and historical information. Valuation of Property and Equipment As described in Note 2 to the consolidated financial statements, the Company assesses the recoverability of its long-lived assets when events or changes in circumstances indicate their carrying value may not be recoverable. The Company assesses recoverability of a long-lived asset by determining whether the carrying value of the asset group can be recovered through projected undiscounted cash flows over their remaining lives. If the carrying value of the asset group exceeds the forecasted undiscounted cash flows, an impairment loss is recognized and measured as the amount by which the carrying amount exceeds estimated fair value. As of December 31, 2025, the Company’s balance of property and equipment was $31.1 million. As of December 31, 2025, the Company concluded that property and equipment was not impaired. We identified the auditing of the Company’s impairment assessment for property and equipment as a critical audit matter. Auditing the Company’s impairment assessment for its property and equipment is especially challenging due to the high degree of auditor judgment in evaluating management’s indicators of potential impairment for certain asset groups and determining the future cash flows and estimated fair values, where applicable, for certain asset groups where indicators of impairment were determined to be present. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures related to the matter included the following, among others: ● Evaluating the significant judgements applied in determining whether indicators of impairment were present, including searching for evidence contrary to such judgements. ● Testing management's process for determining the projected cash flows to be generated by the site and evaluating the appropriateness of the methods used. ● Testing the mathematical accuracy of the models used in the impairment assessment. ● Evaluating the reasonableness of underlying assumptions used to forecast future cash flows, including forecasted growth rates by comparing these forecasts to historical operating results of the Company. /s/ Baker Tilly US, LLP San Francisco, California March 31, 2026 We have served as the Company’s auditor since 2000. F- 2 Table of Contents AMERICAN SHARED HOSPITAL SERVICES CONSOLIDATED BALANCE SHEETS December 31, 2025 2024 ASSETS CURRENT ASSETS Cash and cash equivalents $ 3,462,000 $ 11,025,000 Restricted cash 250,000 250,000 Accounts receivable, net of allowance for credit losses of $ 980,000 and $ 265,000 at December 31, 2025 and December 31, 2024, respectively 10,521,000 11,610,000 Tax receivables 978,000 550,000 Other receivables 1,021,000 391,000 VAT credits 702,000 112,000 Prepaid maintenance 12,000 1,392,000 Prepaid expenses and other current assets 774,000 928,000 Total current assets 17,720,000 26,258,000 PROPERTY AND EQUIPMENT, net 31,122,000 31,125,000 LAND 1,305,000 19,000 GOODWILL 1,265,000 1,265,000 INTANGIBLE ASSETS 78,000 78,000 RIGHT OF USE ASSETS, net 3,648,000 1,015,000 OTHER ASSETS 341,000 437,000 TOTAL ASSETS $ 55,479,000 $ 60,197,000 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 607,000 $ 1,562,000 Employee compensation and benefits 1,504,000 1,368,000 Other accrued liabilities 1,752,000 1,888,000 Related party liabilities 937,000 1,320,000 Asset retirement obligations, related party (includes $ 250,000 and $ 250,000 non-related party at December 31, 2025 and 2024, respectively) 1,200,000 1,200,000 Current portion of lease liabilities 150,000 226,000 Current portion of long-term debt, net 17,294,000 2,841,000 Total current liabilities 23,444,000 10,405,000 LONG-TERM LEASE LIABILITIES, less current portion 4,229,000 1,500,000 LONG-TERM DEBT, net, less current portion — 17,341,000 DEFERRED INCOME TAXES 115,000 924,000 TOTAL LIABILITIES 27,788,000 30,170,000 COMMITMENTS AND CONTINGENCIES (See Note 10) SHAREHOLDERS’ EQUITY Common stock Common stock, no par value ( 10,000,000 authorized shares; Issued and outstanding shares – 6,575,000 at December 31, 2025 and 6,420,000 at December 31, 2024) 10,763,000 10,763,000 Additional paid-in capital 9,009,000 8,605,000 Retained earnings 4,262,000 5,815,000 Total equity- American Shared Hospital Services 24,034,000 25,183,000 Non-controlling interests in subsidiaries 3,657,000 4,844,000 Total shareholders’ equity 27,691,000 30,027,000 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 55,479,000 $ 60,197,000 See accompanying notes F- 3 Table of Contents AMERICAN SHARED HOSPITAL SERVICES CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED December 31, 2025 2024 Revenues: Rental revenue from medical equipment leasing $ 12,553,000 $ 15,629,000 Direct patient services revenue 15,529,000 12,556,000 Equipment sales, net — 155,000 28,082,000 28,340,000 Costs of revenue: Maintenance and supplies 2,783,000 2,343,000 Depreciation and amortization 5,693,000 6,069,000 Other direct operating costs 13,564,000 10,065,000 Other direct operating costs, related party 978,000 678,000 23,018,000 19,155,000 Gross margin 5,064,000 9,185,000 Selling and administrative expense 7,078,000 7,407,000 Interest expense 1,574,000 1,499,000 Loss on write down of impaired assets and associated removal costs — 3,084,000 Operating loss ( 3,588,000 ) ( 2,805,000 ) Bargain purchase gain RI Acquisition, net of deferred income taxes of $1,220,000 — 3,794,000 Interest and other income, net 368,000 248,000 (Loss) income before income taxes ( 3,220,000 ) 1,237,000 Income tax benefit ( 493,000 ) ( 295,000 ) Net (loss) income ( 2,727,000 ) 1,532,000 (Plus): net loss attributable to non-controlling interests 1,174,000 654,000 Net (loss) income attributable to American Shared Hospital Services $ ( 1,553,000 ) $ 2,186,000 Net (loss) income per share attributable to American Shared Hospital Services: (Loss) earnings per common share - basic $ ( 0.23 ) $ 0.34 (Loss) earnings per common share - diluted $ ( 0.23 ) $ 0.33 Weighted average common shares for basic (loss) earnings per share 6,616,000 6,497,000 Weighted average common shares for diluted (loss) earnings per share 6,616,000 6,703,000 See accompanying notes F- 4 Table of Contents AMERICAN SHARED HOSPITAL SERVICES CONSOLIDATED STATEMENT OF SHAREHOLDERS ’ EQUITY YEARS ENDED December 31, 2025 and 2024 Common Shares Common Stock Additional Paid-in Capital Retained Earnings Sub-Total ASHS Non-controlling Interests in Subsidiaries Total Balances at December 31, 2023 6,300,000 $ 10,763,000 $ 8,232,000 $ 3,629,000 $ 22,624,000 $ 3,655,000 $ 26,279,000 Stock-based compensation expense — — 373,000 — 373,000 — 373,000 Vested restricted stock awards 120,000 — — — — — — Capital contributions from non-controlling interests — — — — — 38,000 38,000 Cash distributions to non-controlling interests — — — — — ( 95,000 ) ( 95,000 ) RI Acquisition non-controlling interests — — — — — 1,900,000 1,900,000 Net income (loss) — — — 2,186,000 2,186,000 ( 654,000 ) 1,532,000 Balances at December 31, 2024 6,420,000 10,763,000 8,605,000 5,815,000 25,183,000 4,844,000 30,027,000 Stock-based compensation expense — — 404,000 — 404,000 — 404,000 Vested restricted stock awards 155,000 — — — — — — Capital contributions from non-controlling interests — — — — — 8,000 8,000 Cash distributions to non-controlling interests — — — — — ( 21,000 ) ( 21,000 ) Net loss — — — ( 1,553,000 ) ( 1,553,000 ) ( 1,174,000 ) ( 2,727,000 ) Balances at December 31, 2025 6,575,000 $ 10,763,000 $ 9,009,000 $ 4,262,000 $ 24,034,000 $ 3,657,000 $ 27,691,000 S ee accompanying notes F- 5 Table of Contents AMERICAN SHARED HOSPITAL SERVICES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED December 31, 2025 2024 OPERATING ACTIVITIES Net (loss) income $ ( 2,727,000 ) $ 1,532,000 Adjustments to reconcile net (loss) income to net cash from operating activities: Depreciation and amortization 5,714,000 6,174,000 Non cash lease expense 331,000 228,000 Accretion of deferred issuance costs 126,000 95,000 Loss on write down of impaired assets — 3,084,000 Gain on sale of equipment — ( 155,000 ) Bargain purchase gain RI Acquisition, net of deferred income taxes — ( 3,794,000 ) Deferred income taxes ( 809,000 ) ( 359,000 ) Accretion of unfavorable lease position ( 26,000 ) ( 65,000 ) Stock-based compensation 404,000 373,000 Changes in operating assets and liabilities: Receivables ( 559,000 ) ( 6,939,000 ) Prepaid expenses and other assets 1,677,000 ( 513,000 ) Asset retirement obligations, related party — ( 588,000 ) Related party liabilities 207,000 324,000 Lease liability ( 285,000 ) ( 228,000 ) Accounts payable and accrued liabilities ( 955,000 ) 2,227,000 Income taxes payable — ( 1,229,000 ) Net cash provided by operating activities 3,098,000 167,000 INVESTING ACTIVITIES Payment for purchases of property and equipment ( 7,634,000 ) ( 7,938,000 ) Cash received in excess of cash paid for RI Acquisition — 538,000 Proceeds from sale of equipment — 295,000 Net cash used in investing activities ( 7,634,000 ) ( 7,105,000 ) FINANCING ACTIVITIES Principal payments on long-term debt ( 3,014,000 ) ( 2,734,000 ) Principal payments on line of credit ( 9,000,000 ) ( 13,400,000 ) Advances on line of credit 9,000,000 10,900,000 Long-term debt financing on purchase of property and equipment — 9,860,000 Debt issuance costs long-term debt — ( 164,000 ) Distributions to non-controlling interests ( 21,000 ) ( 95,000 ) Capital contributions from non-controlling interests 8,000 38,000 Net cash (used in) provided by financing activities ( 3,027,000 ) 4,405,000 Net change in cash and cash equivalents ( 7,563,000 ) ( 2,533,000 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of year 11,275,000 13,808,000 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of year $ 3,712,000 $ 11,275,000 S ee accompanying notes F- 6 Table of Contents SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid for interest $ 1,383,000 $ 1,404,000 Cash paid for income taxes $ 739,000 $ 1,846,000 SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES Equipment included in accounts payable and accrued liabilities $ 400,000 $ 990,000 Increase in ARO obligation $ — $ 1,138,000 DETAIL OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD Cash and cash equivalents $ 3,462,000 $ 11,025,000 Restricted cash 250,000 250,000 Cash, cash equivalents, and restricted cash at end of period $ 3,712,000 $ 11,275,000 S ee accompanying notes F- 7 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BUSINESS AND BASIS OF PRESENTATION Business – These consolidated financial statements include the accounts of American Shared Hospital Services (“ASHS”) and its subsidiaries (together with ASHS, the “Company”) as follows: ASHS wholly owns the subsidiaries American Shared Radiosurgery Services (“ASRS”), PBRT Orlando, LLC (“Orlando”), ASHS-Mexico, S.A. de C.V. (“ASHS-Mexico”), ASHS-Rhode Island Proton Beam Radiation Therapy, LLC (“RI-PBRT”), ASHS-Bristol Radiation Therapy, LLC (“Bristol”), OR21, Inc., and MedLeader.com, Inc. (“MedLeader”); ASHS is the majority owner of Southern New England Regional Cancer Center, LLC (“SNERCC”), Roger Williams Radiation Therapy, LLC (“RWRT”) and Long Beach Equipment, LLC (“LBE”); ASRS is the majority-owner of GK Financing, LLC (“GKF”), which wholly owns the subsidiaries Instituto de Gamma Knife del Pacifico S.A.C. (“GKPeru”) and HoldCo GKC S.A. (“HoldCo”). HoldCo wholly owns the subsidiary Gamma Knife Center Ecuador S.A. (“GKCE”). ASHS-Mexico is the majority owner of AB Radiocirugia y Radioterapia de Puebla, S.A.P.I. de C.V. of Puebla (“Puebla”) and Instituto Gamma Knife San Javier Mexico S.A.P.I. de C.V. (“San Javier”). GKF is the majority owner of the subsidiaries Albuquerque GK Equipment, LLC (“AGKE”) and Jacksonville GK Equipment, LLC (“JGKE”). The Company (through ASRS) and Elekta AG (“Elekta”), the manufacturer of the Gamma Knife (through its wholly-owned United States subsidiary, GKV Investments, Inc.), entered into an operating agreement and formed GKF. During 2025 , GKF leased Gamma Knife units to eight medical centers in the United States in the states of Florida, Illinois, Indiana, Mississippi, New Mexico, New York, Oregon, and Texas. GKF also owns and operates two single-unit Gamma Knife facilities in Lima, Peru and Guayaquil, Ecuador. The Company through its wholly-owned subsidiary, Orlando, provided proton beam radiation therapy (“PBRT”) and related equipment to a customer in the United States. On May 7, 2024 the Company closed on the acquisition of a transaction whereby it acquired a 60 % equity interest in each of Southern New England Regional Cancer Center, LLC (“SNERCC”) and Roger Williams Radiation Therapy, LLC (“RWRT”), (collectively, the “RI Companies”) and was assigned certain payor contracts to the Company for a purchase price of $ 2,850,000 (such transaction, the “RI Acquisition. The RI Companies operate three functional radiation therapy cancer centers in Rhode Island. The parties closed the RI Acquisition on May 7, 2024. Accordingly, activity from May 7, 2024 forward is included in the consolidated financial statements. See Note 12 - Rhode Island Acquisition to the consolidated financial statements for further information. On June 28, 2024, ASHS-Mexico signed a Joint Venture Agreement with Hospital San Javier, S.A. de C.V. (“HSJ”) to establish San Javier to treat public- and private-paying cancer patients and provide radiosurgery services in Guadalajara, Mexico. The Company and HSJ will hold 70 % and 30 % ownership interests, respectively, in San Javier. Under the agreement, the Company is responsible for upgrading HSJ’s existing Gamma Knife Perfexion system to a Gamma Knife Esprit and paying 50 % of all site modification costs required to install the Esprit. The Company does not expect that San Javier will begin treating patients until mid to late 2026. On April 27, 2022, the Company signed a Joint Venture Agreement with the principal owners of Guadalupe Amor y Bien S.A. de C.V. (“Guadalupe”) to establish Puebla to treat public- and private-paying cancer patients and provide radiation therapy and radiosurgery services in Guadalupe, Mexico. The Company and Guadalupe hold 85 % and 15 % ownership interests, respectively, in Puebla. Under the agreement, the Company is responsible for providing a linear accelerator upgrade to an Elekta Versa HD, and Guadalupe will be accountable for all site modification costs. The Company formed ASHS-Mexico on October 3, 2022 to establish Puebla. Puebla was formed on December 15, 2022 and began treating patients in July 2024. The Company formed the subsidiaries GKPeru, Puebla, and acquired GKCE for the purposes of expanding its business internationally; Orlando and LBE to provide PBRT equipment and services in Orlando, Florida and Long Beach, California, respectively; and AGKE and JGKE to provide Gamma Knife equipment and services in Albuquerque, New Mexico and Jacksonville, Florida, respectively. LBE is not expected to generate revenue within the next two years. The Company owns 50 % of “The Operating Room for the 21st Century”SM, OR21, LLC ( “OR21” ). The remaining 50 % of OR21 is owned by an architectural design company. OR21 is not operational at this time. MedLeader was formed to provide continuing medical education online and through videos for doctors, nurses, and other healthcare workers. This subsidiary is not operational at this time. All intercompany accounts and transactions have been eliminated in consolidation. NOTE 2 – ACCOUNTING POLICIES Use of estimates in the preparation of financial statements – In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates reflected in the Company’s consolidated financial statements include the estimated useful lives of property and equipment and its salvage values, impairment of property and equipment, the obligation to remove this equipment at contract term (ARO), business combinations, and revenue recognition for revenue sharing customers. Actual results could differ from those estimates. Advertising and marketing – The Company expenses advertising and marketing costs as incurre d (collectively, “ marketing costs”). Marketing costs were $ 116,000 and $ 98,000 during the years ended December 31, 2025 and 2024 , respectively. Marketing costs include joint marketing with customers and corporate advertising costs. Marketing costs are recorded in other direct operating costs and sales and administrative costs in the consolidated statements of operations. F- 8 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Sales and Service – The Company markets its financial and turn-key solutions directly to cancer treatment centers, hospitals, and large cancer networks worldwide through its sales staff. Sales expense includes payroll and travel costs for the Company’s sales staff. The Company also typically provides the equipment, as well as planning, installation, reimbursement and marketing support services to its customers. Cash and cash equivalents – The Company considers all liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted cash is not considered a cash equivalent for purposes of the consolidated statements of cash flows. Restricted cash – Restricted cash represents the minimum cash that must be maintained in GKF to fund operations, per the subsidiary’s operating agreement and the minimum cash that must be maintained by GKF per its financing agreement with the United States International Development Finance Corporation (“D FC”). See further discussion at Note 5 - Long Term Debt. Business and credit risk – The Company maintains its cash balances, which exceed federally insured limits, in financial institutions. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. The Company monitors the financial condition of the financial institutions it uses on a regular basis. All of the Company’s revenue was provided by 15 locations or 1 PBRT unit, 4 LINACs and 10 Gamma Knife units in 2025 and by 17 locations or 1 PBRT unit, 4 LINACs and 12 Gamma Knife units in 2024 . Two customers individually accounted for approximately 26 % and 31 % of the Company’s total revenue in 2025 , and two customers individually accounted for approximately 35 % and 27 % of the Company’s total revenue in 2024 , respectively. At December 31, 2025 , four locations accounted for 81 % of total accounts receivable. At December 31, 2024 , one location accounted for 32 % of total accounts receivable. The Company performs credit evaluations of its customers and generally does not require collateral. The Company has not experienced significant losses related to receivables from individual customers or groups of customers in any particular geographic area. All of the Company’s radiosurgery devices have been purchased through Elekta, to date. However, there are other manufacturers that also make radiosurgery devices. Accounts receivable and allowance for credit losses – Accounts receivable are recorded at net realizable value. An allowance for credit losses is estimated based on historical collections plus an allowance for expected losses. Receivables are considered past due based on contractual terms and are charged off in the period that they are deemed uncollectible. Recoveries of receivables previously charged off are offset against bad debt expense when received. The Company had an allowance for credit losses of $ 980,000 at December 31, 2025 and $ 265,000 at December 31, 2024. The Company increased its allowance by $ 715,000 during 2025 to account for receivables deemed uncollectible on patient accounts in the direct patient service segment. The increase to the reserve in 2025 is reflected in other direct operating costs in the consolidated statements of operations. There were no accounts charged against the allowance for credit losses during the year ended December 31, 2025. Non-controlling interests - The Company reports its non-controlling interests as a separate component of shareholders’ equity. Non-controlling interest is determined by the income (loss) multiplied by the non-controlling interest in subsidiaries, and the income or losses of the non-controlling interests in the RI Companies, in Puebla, and in the various subsidiaries controlled by GKF. The Company also presents the consolidated net income and the portion of the consolidated net income (loss) allocable to the non-controlling interests and to the shareholders of the Company separately in its consolidated statements of operations. Property and equipment – Property and equipment are stated at cost less accumulated depreciation. Depreciation for Gamma Knife and other equipment is determined using the straight-line method over the estimated useful lives of the assets, which for medical and office equipment is generally 3 – 10 years, and after accounting for salvage value on the equipment where applicable. The Company acquired a building as part of the acquisition of GKCE in June 2020. Depreciation for buildings is determined using the straight-line method over 20 years. The Company determines salvage value based on the estimated fair value of the equipment at the end of its useful life. As of December 31, 2024 , the Company reduced its estimate of salvage value for all seven Gamma Knife units to $ 0 . This change was made as of December 31, 2024, therefore there was no impact from the change in estimate for the year-ended December 31, 2024, but this change in estimate will impact future periods. Depreciation for PBRT and related equipment is determined using the modified units of production method, which is a function of both time and usage of the equipment. This depreciation method allocates costs considering the projected volume of usage through the useful life of the PBRT unit, which has been estimated at 20 years. The estimated useful life of the PBRT unit is consistent with the estimated economic life of 20 years. The Company leases Gamma Knife and radiation therapy equipment to its customers under arrangements accounted for as operating leases. At December 31, 2025 , the Company held equipment under operating lease contracts with customers with an original cost of $ 53,128,000 and accumulated depreciation of $ 36,665,000 . At December 31, 2024 , the Company held equipment under operating lease contracts with customers with an original cost of $ 54,266,000 and accumulated depreciation of $ 37,002,000 . As of December 31, 2024 , the Company recognized a loss on the write down of impaired assets $ 3,084,000 . The Company reviewed its long-lived assets during the fourth quarter of 2024 and concluded events and circumstances existed that indicated six of the Company ’ s domestic Gamma Knife units were impaired. One of the assets was partially impaired in the prior year and is now fully impaired, and the Company expects to remove this equipment prior to the contract term. The Company also increased and impaired it s asset removal obligation (“ARO”) liability for one of the impaired units where the Company does not plan to renew the contract in early 2026 and will remove this unit at its contract term. The six sites that were impaired and ARO for two of the impaired sites, were recorded as write down of impaired assets for the December 31, 2024. Total ARO impairment for the year ended December 31, 2024 was $ 450,000 . Total equipment impairment for the year ended December 31, 2024 was $ 2,634,000 . The Company also reviewed its long-lived assets during the fourth quarter of 2025 and concluded events and circumstances indicated no additional impairment existed See further discussion under Note 2 - Long-lived asset impairment and Note 3 - Property and Equipment. F- 9 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – ACCOUNTING POLICIES (CONTINUED) Revenue recognition - The Company recognizes revenues under Accounting Standards Codification (“ASC”) 842 Leases (“ASC 842” ) and ASC 606 Revenue from Contracts with Customers (“ASC 606” ). Rental income from medical equipment leasing ( “ leasing ” ) – The Company recognizes revenues under ASC 842 when services have been rendered and collectability is reasonably assured, on either a fee per use or revenue sharing basis. The terms of the contracts do not contain any guaranteed minimum payments. The Company’s lease contracts typically have a ten -year term and are classified as either fee per use or revenue sharing. Fee per use revenues are recognized at the time the procedures are performed, based on each hospital’s contracted rate and the number of procedures performed. Under revenue sharing arrangements, the Company receives a contracted percentage of the reimbursement received by the hospital. The amount the Company expects to receive is recorded as revenue and estimated based on historical experience. Revenue estimates are reviewed periodically and adjusted as necessary. Some of the Company’s revenue sharing arrangements also have a cost sharing component and net profit share for the operating costs of the center. The Company records an estimate of operating costs which are reviewed on a regular basis and adjusted as necessary to more accurately reflect the actual operating costs and profit. The operating costs and estimated net operating profit are recorded as other direct operating costs in the consolidated statements of operations. For the years ended, December 31, 2025 and 2024 , the Company recognized leasing revenue of approximately $ 12,553,000 and $ 15,629,000 under ASC 842, respectively, of which approximately $ 7,369,000 and $ 9,952,000 were for PBRT services, respectively. Revenue sharing arrangements amounted to approximately 36 % and 70 % of total revenue for the years ended December 31, 2025 and 2024 , respectively. Because the revenue estimates are reviewed on a quarterly basis, any adjustments required for past revenue estimates would result in an increase or reduction in revenue during the current quarterly period. Payor mix is a significant variable in the Company’s estimate for revenue sharing revenues. Direct patient services income – The Company has stand-alone facilities in Lima, Peru and Guayaquil, Ecuador, where a contract exists between the Company’s facilities and the individual patient treated at the facility. Under ASC 606, the Company acts as the principal in this transaction and provides, at a point in time, a single performance obligation, in the form of a Gamma Knife treatment. Revenue related to a Gamma Knife treatment is recognized on a gross basis at the time when the patient receives treatment. There is no variable consideration present in the Company’s performance obligation and the transaction price is agreed upon per the stated contractual rate. GKPeru's payment terms are typically prepaid for self-pay patients and insurance provider payments are paid net 30 days. GKCE’s patient population is primarily covered by a government payor and payments are paid between six and nine months, following issuance of invoice. The Company did not capitalize any incremental costs related to the fulfillment of its customer contracts. On May 7, 2024, the Company acquired 60 % of the equity interests of the RI Companies. The RI Companies operate three, existing, stand-alone radiation therapy cancer centers in Woonsocket, Warwick and Providence, Rhode Island, where contracts exist between the Company’s facilities and the individual patients treated at the facility. Under ASC 606, the Company acts as the principal in these transactions and provides, at a point in time, a single performance obligation, in the form of radiation therapy treatment. The Company’s stand alone radiation therapy facility in Puebla, Mexico is also accounted for under ASC 606. Revenue related to radiation therapy is recognized at the expected amount to be received, based on insurance contracts and payor mix, when the patient receives treatment. There is no variable consideration present in the Company’s performance obligation and the transaction price is agreed upon per the stated contractual rate. Payment terms at these facilities are typically prepaid for self-pay patients and insurance providers are paid net 30 to 60 days. The Company did not capitalize any incremental costs related to the fulfillment of its customer contracts. The Company also concluded these facilities are part of its direct patient service segment, see further discussion below. Accounts receivable under ASC 606 at December 31, 2025 and January 1, 2025 were $ 8,138,000 and $ 6,073,000 . Accounts receivable under ASC 606 at December 31, 2024 and January 1, 2024 were $ 6,073,000 and $ 1,626,000 . For the years ended December 31, 2025 and 2024 , the Company recognized direct patient service revenues of approximately $ 15,529,000 and $ 12,556,000 under ASC 606, respectively. Equipment sales – During the year-ended December 31, 2024 , the Company sold one of its Gamma Knife Perfexion units with an Icon upgrade to the customer it was leased to and recorded a net gain on equipment sale. The Company assessed this transaction under ASC 606 and concluded the Company acted as the agent in this transaction and provided, at a point in time, a single performance obligations, in the form of an equipment sale of an Icon. Revenue related to the equipment sale is recognized on a net basis when the sale is complete. The Company recognized net revenues of $ 155,000 on the sale of equipment for the year ended December 31, 2024 . Stock-based compensation – The Company measures all stock-based compensation awards at fair value and records such expense in its consolidated financial statements over the requisite service period of the related award. See Note 8 - Stock-Based Compensation Expense for additional information on the Company’s stock-based compensation programs. Costs of revenue – The Company’s costs of revenue consist primarily of maintenance and supplies, depreciation and amortization, and other operating expenses (such as insurance, property taxes, sales taxes, marketing costs and operating costs from the Company’s revenue sharing and direct patient service sites). Costs of revenue are recognized as incurred. Income taxes – The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. F- 10 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – ACCOUNTING POLICIES (CONTINUED) The Company accounts for uncertainty in income taxes as required by the provisions of ASC 740 Income taxes (“ASC 740” ), which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires the Company to determine the probability of various possible outcomes. The Company considers many factors when evaluating and estimating the Company’s tax positions and tax benefits, which may require periodic adjustments and may not accurately anticipate actual outcomes. See Note 7 - Income Taxes for further discussion on income taxes. Business Combinations - Business combinations are accounted for under ASC 805 Business Combinations (“ASC 805” ) using the acquisition method of accounting. Under the acquisition method of accounting, all assets acquired, identifiable intangible assets, liabilities assumed and applicable non-controlling interests are recognized at fair value as of the acquisition date. Costs incurred associated with the acquisition of a business are expensed as incurred. The allocation of purchase price requires management to make significant estimates and assumptions, especially with respect to tangible assets, any intangible assets identified and non-controlling interests. These estimates include, but are not limited to, a market participant’s expectation of future cash flows from acquired customers, acquired trade names, useful lives of acquired assets, and discount rates. See Note 12 - Rhode Island Acquisition to the consolidated financial statements for further discussion on acquisitions. Fair Values of Financial Instruments - Financial assets and liabilities measured at fair value on a recurring basis are classified in one of the three following categories, which are described below: Level 1 — Valuations based on unadjusted quoted prices for identical assets in an active market. Level 2 — Valuations based on quoted prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets. Level 3 — Valuations based on inputs that are unobservable and involve management judgment and our own assumptions about market participants and pricing. The Company does not have any financial assets or liabilities that are measured at fair value on a recurring basis. Functional currency – Based on guidance provided in accordance with ASC 830, Foreign Currency Matters (“ASC 830” ), the Company analyzes its operations outside the United States to determine the functional currency of each operation. Management has determined that these operations are accounted for in U.S. dollars since the primary transactions incurred are in U.S. dollars and the Company provides significant funding towards the startup of the operation. When Management determines that an operation has become predominantly self-sufficient, the Company will reassess its accounting for the operation to the local currency from the U.S. dollar. The Company analyzed its Gamma Knife site in Peru and its startup operations in Mexico for Puebla under ASC 830 as of December 31, 2025 and 2024 and concluded the functional currency was the U.S. dollar. As facts and circumstances change, the Company will reassess this conclusion. The functional currency of the Company’s Gamma Knife site in Ecuador is the U.S. dollar because that is the local currency of Ecuador. Asset Retirement Obligations – Based on the guidance provided in ASC 410, Asset Retirement Obligations (“ASC 410” ), the Company analyzed its existing lease agreements and determined whether an ARO exists to remove the respective units at the end of the lease terms. As of December 31, 2025 , the Company had two AROs recorded for the two customer sites, one expired in February 2025 and the second will expire in May 2026, totaling $ 1,200,000 . One ARO was recorded and impaired in a prior period. The Company recorded and impaired the ARO for the second customer site during 2024. No liability has been recorded as of December 31, 2025 for the remaining Gamma Knife or PBRT locations, because it is uncertain these units will be removed at the end of the lease term. The Company will re-evaluate the need to record additional ARO liabilities on a periodic basis when facts and circumstances change that could affect this conclusion. Asset retirement obligations, included in related party liabilities, were $ 1,200,000 and $ 1,200,000 at December 31, 2025 and 2024 , respectively. The following illustrates the change in asset retirement obligations, related party as of December 31, 2025 and 2024 : 2025 2024 Balance at beginning of period $ 1,200,000 $ 650,000 Increase in obligations — 1,138,000 Payments — ( 588,000 ) Balance at end of period $ 1,200,000 $ 1,200,000 F- 11 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – ACCOUNTING POLICIES (CONTINUED) Earnings per share – The Company calculates diluted shares using the treasury stock method. Basic earnings per share excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the year. The fully vested restricted stock units not issued and outstanding are also included therein. Diluted earnings per share reflect the potential dilution that could occur if common shares were issued pursuant to the exercise of options and from unvested restricted stock units. Because the Company reported a loss for the year-ended December 31, 2025, the potentially dilutive effects of approximately 18,000 of the Company’s stock options and 161,000 of the Company’s unvested restricted stock awards were not considered for the reporting period. The computation for the year ended December 31, 2024 included all of the Company’s stock options outstanding because the exercise price of the options was less than the average market price during the period. The weighted average common shares outstanding for the years ended December 31, 2025 and 2024 , included approximately 123,000 and 123,000 , respectively, of the Company’s restricted stock awards that are fully vested but are deferred for issuance. The following table illustrates the computations of basic and diluted earnings per share for the years ended December 31, 2025 and 2024 . 2025 2024 Numerator for basic and diluted (loss) earnings per share $ ( 1,553,000 ) $ 2,186,000 Denominator: Denominator for basic (loss) earnings per share – weighted-average shares 6,616,000 6,497,000 Effect of dilutive securities employee stock options and unvested restricted stock — 206,000 Denominator for diluted (loss) earnings per share – adjusted weighted-average shares 6,616,000 6,703,000 (Loss) earnings per common share- basic $ ( 0.23 ) $ 0.34 (Loss) earnings per common share- diluted $ ( 0.23 ) $ 0.33 Business segment information - Based on the guidance provided in accordance with ASC 280 Segment Reporting (“ASC 280” ), the Company analyzed its subsidiaries which are all in the business of providing radiosurgery and radiation therapy services, either through leasing to healthcare providers or directly to patients, and concluded there are two reportable segments, leasing and direct patient service. During 2025, t he Company provided Gamma Knife and PBRT equipment to eleven hospitals in the United States, which constitutes the leasing segment. As of December 31, 2025 , the Company owns and operates two single-unit Gamma Knife facilities in Lima, Peru and Guayaquil, Ecuador, one single-unit radiation therapy facility in Puebla, Mexico, and following the RI Acquisition on May 7, 2024, the Company also owns a 60 % interest in and operates three single-unit radiation therapy facilities in Rhode Island, which collectively constitute the direct patient segment. F- 12 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – ACCOUNTING POLICIES (CONTINUED) An operating segment is defined by ASC 280 as it engages in business activities in which it may recognize revenues and incur expenses, its operating results are regularly reviewed by the Company’s Chief Operating Decision Maker (“CODM”), and its discrete financial information is available. The Company determined two reportable segments existed due to similarities in economics of business operations and how the Company recognizes revenue for the patient treatment. The type of equipment varies by segment, but the method for recognizing revenue is the same. The operating results of the two reportable segments are reviewed by the Company’s Executive Chairman of the Board, who is also the CODM. For the years ended December 31, 2025 and 2024 , the Company’s PBRT operations represented a significant majority of the net income attributable to American Shared Hospital Services from the leasing segment, disclosed below. The revenues, depreciation, interest expense, interest income, tax expense, net (loss) income attributable to American Shared Hospital Services, total asset allocations, and other non-recurring expense for the Company’s two reportable segments as of December 31, 2025 and 2024 consists of the following: 2025 2024 Revenues Leasing $ 12,553,000 $ 15,784,000 Direct patient service 15,529,000 12,556,000 Total $ 28,082,000 $ 28,340,000 2025 2024 Depreciation expense Leasing $ 3,584,000 $ 4,535,000 Direct patient service 2,130,000 1,639,000 Total $ 5,714,000 $ 6,174,000 2025 2024 Interest expense Leasing $ 1,502,000 $ 1,367,000 Direct patient service 72,000 132,000 Total $ 1,574,000 $ 1,499,000 2025 2024 Bargain purchase gain RI Acquisition Leasing $ — $ — Direct patient service — 3,794,000 Total $ — $ 3,794,000 2025 2024 Loss on write down of impaired assets and associated removal costs Leasing $ — $ 3,084,000 Direct patient service — — Total $ — $ 3,084,000 2025 2024 Interest income Leasing $ 129,000 $ 310,000 Direct patient service 57,000 32,000 Total $ 186,000 $ 342,000 2025 2024 Income tax (benefit) expense Leasing $ ( 789,000 ) $ ( 623,000 ) Direct patient service 296,000 328,000 Total $ ( 493,000 ) $ ( 295,000 ) 2025 2024 Net (loss) income attributable to American Shared Hospital Services Leasing $ ( 386,000 ) $ ( 3,380,000 ) Direct patient service ( 1,167,000 ) 5,566,000 Total $ ( 1,553,000 ) $ 2,186,000 2025 2024 Total assets Leasing $ 24,334,000 $ 35,455,000 Direct patient service 31,145,000 24,742,000 Total $ 55,479,000 $ 60,197,000 2025 2024 Leasing revenue Domestic $ 12,553,000 $ 15,784,000 Total $ 12,553,000 $ 15,784,000 2025 2024 Direct patient service revenue International $ 6,784,000 $ 4,800,000 Domestic 8,745,000 7,756,000 Total $ 15,529,000 $ 12,556,000 F- 13 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – ACCOUNTING POLICIES (CONTINUED) Long lived asset impairment – The Company assesses the recoverability of its long-lived assets when events or changes in circumstances indicate their carrying value may not be recoverable. Such events or changes in circumstances may include: a significant adverse change in the extent or manner in which a long-lived asset is being used, significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses recoverability of a long-lived asset by determining whether the carrying value of the asset group can be recovered through projected undiscounted cash flows over their remaining lives. If the carrying value of the asset group exceeds the forecasted undiscounted cash flows, an impairment loss is recognized, measured as the amount by which the carrying amount exceeds estimated fair value. An impairment loss is charged to the consolidated statement of operations in the period in which management determines such impairment. As of December 31, 2025 and 2024 , the Company recognized a loss on the write down of impaired assets of $ 0 and $ 3,084,000 , respectively. See Note 3 - Property and Equipment for further discussion. Goodwill and intangible assets - The Company recorded goodwill of $ 1,265,000 and an intangible asset with a fair value of $ 78,000 as part of the acquisition of GKCE in June 2020. The intangible asset identified was GKCE’s trade name and the Company assigned an indefinite useful life to the asset. Based on the guidance provided in accordance with ASC 350 Intangibles-Goodwill and Other (“ASC 350” ), the Company does not amortize the intangible asset because it has an indefinite life. The Company assesses goodwill at the reporting unit level, which has been determined to be direct patient services. Each reporting period, the Company assesses whether events or circumstances continue to support an indefinite useful life for the intangible asset. Per ASC 350, the Company tests goodwill and intangible assets for impairment annually or as events or circumstances change that indicate the fair value may be below the carrying amount. As of December 31, 2025 and 2024 , there has been no change to the Company’s assessment of the value of intangible assets or goodwill. Accounting pronouncements issued and adopted - In December 2023, the FASB issued ASU 2023 - 09 Income Taxes (Topic 740 ) Improvements to Income Tax Disclosures (“ASU 2023 - 09” ) which requires entities, on an annual basis, to disclose: specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold, the amount of income taxes paid, net of refunds, disaggregated by jurisdiction, income or loss from continuing operations before income tax, income tax expense from continuing operations disaggregated between foreign and domestic, and income tax expense from continuing operations disaggregated by federal, state and foreign. ASU 2023 - 09 is effective for annual periods beginning after December 31, 2024. The Company adopted ASU 2023 - 09 for the year-ended December 31, 2025, prospectively, and enhanced its disclosure requirements, accordingly. See Note 7 - Income Taxes for further discussion. Accounting pronouncements issued and not yet adopted - In November 2024, the FASB issued ASU 2024 - 03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024 - 03” ) which requires entities to 1. disclose amounts of (a) purchase of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and, (e) depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities, 2. include certain amounts that are already required to be disclosed under current Generally Accepted Accounting Principles in the same disclosures as other disaggregation requirements, 3. disclose a qualitative description of the amounts remaining in relevant expense captions that are not necessarily disaggregated quantitatively, and 4. disclose the total amount of selling expenses, in annual reporting periods, an entity’s definition of selling expense. ASU 2024 - 03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating ASU 2024 - 03 to determine the impact it may have on its consolidated financial statements. In July 2025, the FASB issued ASU 2025 - 05 Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025 - 05 ”) which provides ( 1 ) all entities with a practical expedient and ( 2 ) entities other than public business entities, with an accounting policy election when estimating credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. ASU 2025 - 05 is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating ASU 2025 - 05 to determine the impact it may have on its consolidated financial statements. Reclassifications - Certain comparative balances as of December 31, 2024 have been reclassified to make them consistent with the current year presentation. Liquidity - On April 9, 2021, ASHS, Orlando, GKF (together with ASHS and Orlando, the “Borrowers”), and ASRS (together with the Borrowers, collectively, the “Loan Parties”) entered into a five -year $ 22,000,000 credit agreement (the “Credit Agreement”) with Fifth Third Bank, N.A. (“Fifth Third”). The loan entered into with United States International Development Finance Corporation (“DFC”) in connection with the acquisition of GKCE in June 2020 ( the “DFC Loan”; together with the Credit Agreement, the “Credit Agreements”) was obtained through the Company’s wholly-owned subsidiary, HoldCo and is guaranteed by GKF. On December 10, 2025, the Loan Parties received a notice from Fifth Third asserting that an Event of Default (as defined) occurred under the Credit Agreement due to the Borrower's failure to maintain minimum unrestricted domestic cash of at least an aggregate of $ 5,000,000 . The Credit Agreement matures on April 9, 2026 and is secured by a lien on substantially all of the assets of the Loan Parties and is guaranteed by ASHS. ASHS is currently in discussions with Fifth Third regarding a potential extension of the maturity of the Credit Agreement. However, there can be no assurance that Fifth Third will agree to such an extension or, if obtained, as to the terms or duration of any such extension. If ASHS is unable to obtain an extension of the maturity of the Credit Agreement, the Company will not have sufficient cash on hand to repay the Facilities at maturity. See Note 5 - “Long Term Debt” for additional information. The Company reassessed its ability to continue as a going concern in light of the Event of Default. As long as the Company remains in default under the Credit Agreements, Fifth Third and DFC could accelerate all payment obligations under the Credit Agreements. If Fifth Third or DFC were to accelerate all payment obligations under the Credit Agreements as a result of the defaults thereunder, the Company would not have sufficient cash on hand to satisfy such accelerated payment obligations. As a result, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company believes it will be able to negotiate an extension to the Credit Agreement, however, if the Company is unable to do so, the Company’s liquidity will be adversely impacted and the Company’s ability to satisfy all of its commitments over the next twelve months in accordance with their current terms would be jeopardized. As a result of these conditions, in connection with management’s assessment of going-concern considerations in accordance with ASC 205 - 40 Presentation of Financial Statements - Going Concern , management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern, should Fifth Third and DFC accelerate all payment obligations. The Company’s consolidated balance sheet as of December 31, 2025, does not contain any adjustments that might result from the uncertainty regarding the Company’s ability to continue as a going concern. F- 14 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment consists of the following: December 31, 2025 2024 Medical equipment and facilities $ 70,172,000 $ 71,148,000 Office equipment 638,000 594,000 Construction in progress 255,000 1,112,000 71,065,000 72,854,000 Accumulated depreciation ( 39,943,000 ) ( 41,729,000 ) Net property and equipment $ 31,122,000 $ 31,125,000 Equipment outside of the US $ 8,082,000 $ 6,104,000 Depreciation expense recorded in costs of revenue and selling and administrative expense in the consolidated statements of operations for the years ended December 31, 2025 and 2024 is as follows: 2025 2024 Depreciation expense $ 5,714,000 $ 6,174,000 As of December 31, 2025 and 2024 , the Company recognized a loss on the write down of impaired assets of $ 0 and $ 3,084,000 , respectively. The impairment as of December 31, 2024 , related to cash flow impairment for six of the Company’s domestic Gamma Knife units and estimated removal costs for one of the impaired units, which the Company expects to remove in the second quarter of 2026 . The impairment as of December 31, 2024 was related to cash flow impairment for one of the Company’s Gamma Knife units and estimated removal costs of the two Gamma Knife contracts that expired during the year . The Company reviewed its Gamma Knife equipment, in light of available information as of December 31, 2025 and concluded no impairment exists. The Company reviewed its PBRT equipment, in light of available information as of December 31, 2025 and 2024 and concluded no impairment exists. F- 15 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 - OTHER ACCRUED LIABILITIES Other accrued liabilities consists of the following: December 31, 2025 2024 Professional services 141,000 167,000 Operating costs 1,026,000 858,000 Other 585,000 863,000 Total other accrued liabilities $ 1,752,000 $ 1,888,000 NOTE 5 - LONG TERM DEBT On April 9, 2021, ASHS, Orlando, GKF (together with ASHS and Orlando, the “Borrowers”), and ASRS (together with the Borrowers, collectively, the “Loan Parties”) entered into a five year $ 22,000,000 credit agreement (the “Credit Agreement”) with Fifth Third Bank, N.A. (“Fifth Third”). Capitalized terms that are used but not defined in this Note 5 have the meanings given to them in the Credit Agreement, as amended. The Credit Agreement includes three loan facilities. The first loan facility is a $ 9,500,000 term loan (the “Term Loan”), which was used to refinance the domestic Gamma Knife debt and finance leases, and associated closing costs. The second loan facility is a $ 5,500,000 delayed draw term loan (the “DDTL”) which was used to refinance the Company’s PBRT finance leases and associated closing costs, as well as to provide additional working capital. The third loan facility provides for a $ 7,000,000 revolving line of credit (the “Revolving Line”) available for future projects and general corporate purposes. The facilities have a five -year maturity, which mature on April 9, 2026, carry a floating interest of SOFR plus 3.0 % ( 6.99 % as of December 31, 2025), and are secured by a lien on substantially all of the assets of the Loan Parties and guaranteed by ASHS. On January 25, 2024 ( the “First Amendment Effective Date”), the Company and Fifth Third entered into a First Amendment to the Credit Agreement (the “First Amendment”), which amended the Credit Agreement to add a new term loan in the aggregate principal amount of $ 2,700,000 (the “Supplemental Term Loan”). The proceeds of the Supplemental Term Loan were advanced in a single borrowing on January 25, 2024, and were used for capital expenditures related to the Company’s operations in Puebla, Mexico and other related transaction costs. The Supplemental Term Loan will mature on January 25, 2030 ( the “Maturity Date”). Interest on the Supplemental Term Loan is payable monthly during the initial twelve month period following the First Amendment Effective Date. Following such twelve month period, the Company is required to make equal monthly payments of principal and interest to fully amortize the amount outstanding under the Supplemental Term Loan by the Maturity Date. The Supplemental Term Loan is secured by a lien on substantially all of the assets of ASHS and certain of its domestic subsidiaries. The First Amendment also replaces the LIBOR-based rates in the Credit Agreement with SOFR-based rates. Pursuant to the First Amendment, advances under the Credit Agreement bear interest at a floating rate per annum equal to SOFR plus 3.00 %, subject to a SOFR floor of 0.00 % (the “Applicable Rate”). On December 18, 2024 ( the “Second Amendment Effective Date”), the Company and Fifth Third entered into a Second Amendment to the Credit Agreement (the “Second Amendment”), which amended the Credit Agreement to add a new term loan in the aggregate principal amount of $ 7,000,000 (the “Second Supplemental Term Loan”). The proceeds of the Second Supplemental Term Loan were advanced in a single borrowing on December 18, 2024, and were used for capital expenditures related to the Company’s domestic Gamma Knife leasing operations and the RI Acquisition and related transaction costs. The Second Supplemental Term Loan will mature on December 18, 2029 ( the “Second Maturity Date”). Interest on the Second Supplemental Term Loan is payable monthly during the initial twelve month period following the Second Amendment Effective Date. Following such twelve month period, the Company is required to make equal monthly payments of principal and interest to fully amortize the amount outstanding under the Second Supplemental Term Loan over a period of seven years. All unpaid principal of the Second Supplemental Term Loan and accrued and unpaid interest thereon is due and payable in full on the Second Maturity Date. The Second Supplemental Term Loan is secured by a lien on substantially all of the assets of ASHS and certain of its domestic subsidiaries. Advances under the Credit Agreement continue to bear interest at the Applicable Rate established under the First Amendment. The long-term debt on the consolidated balance sheets related to the Term Loan, DDTL, Supplemental Term Loan and Second Supplemental Term Loan was $ 16,197,000 and $ 18,462,000 as of December 31, 2025 and December 31, 2024 , respectively. The Company capitalized debt issuance costs of $ 164,000 during the year ended December 31, 2024 related to issuance of the Supplemental Term Loan and Second Supplemental Term Loan. The Credit Agreement contains customary covenants and representations, including without limitation, a minimum fixed charge coverage ratio of 1.25 and maximum funded debt to EBITDA ratio of 3.0 to 1.0 (tested on a trailing twelve -month basis at the end of each fiscal quarter), that the Company maintain at least $ 5,000,000 of unrestricted cash, reporting obligations, limitations on dispositions, changes in ownership, mergers and acquisitions, indebtedness, encumbrances, distributions, investments, transactions with affiliates and capital expenditures. On September 30, 2025, the Company received a limited waiver from Fifth Third with respect to its failure to be in compliance with the maximum funded debt to EBITDA ratio covenant in the Credit Agreement as of June 30, 2025 and with respect to the delivery of items following the closing of the Second Amendment. As of September 30, 2025, the Company was not in compliance with its obligation to maintain minimum unrestricted domestic cash and Cash Equivalents of at least an aggregate of $ 5,000,000 (the “Minimum Cash Covenant”). On December 10, 2025, the Loan Parties received a notice from Fifth Third (i) asserting that an Event of Default occurred under the Credit Agreement due to the failure of the Borrowers to comply with the Minimum Cash Covenant for the fiscal quarter ending September 30, 2025 ( the “September Event of Default”), and (ii) informing the Loan Parties that Fifth Third has suspended the Revolving Loan Commitment with respect to additional Revolving Loan Advances. In addition to confirming that Fifth Third has not waived the September Event of Default or any other Event of Default, the notice reserves all of Fifth Third’s other rights, powers, privileges, and remedies under the Credit Agreement, the other Loan Documents, applicable law, and otherwise with respect to any Event of Default, including but not limited to Fifth Third’s right to accelerate the Borrowers’ payment obligations in respect of all Advances and other Obligations owing under the Credit Agreement and to repossess, liquidate, or take any other action with respect to any or all Collateral. As of December 31, 2025, the Company was not in compliance with the minimum fixed-charge coverage ratio, the maximum funded debt-to-EBITDA ratio, and the Minimum Cash Covenant required by the Credit Agreement (the “December Events of Default,” together with the September Event of Default, the “Financial Covenant Defaults”). The Company has notified Fifth Third of the December Events of Default, and as a result thereof, Fifth Third may exercise any of its rights, powers, privileges, and remedies under the Credit Agreement, the other Loan Documents, and applicable law, including but not limited to the right to accelerate the Borrowers’ payment obligations under the Credit Agreement. Due to the Financial Covenant Defaults described above, the Loan Parties are not in compliance with the Credit Agreement as of December 31, 2025. To date, Fifth Third has not accelerated the obligations of the Loan Parties under the Credit Agreement or other Loan Documents. ASHS is currently in discussions with Fifth Third regarding a waiver and an amendment to the Credit Agreement. However, there can be no assurances regarding the outcome of such discussions. F- 16 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 - LONG TERM DEBT (CONTINUED) The loan entered into with DFC in connection with the acquisition of GKCE in June 2020 ( the “DFC Loan”) was obtained through the Company’s wholly-owned subsidiary, HoldCo, and is guaranteed by GKF. The DFC Loan is secured by a lien on GKCE’s assets. The first tranche of the DFC Loan was funded in June 2020. During the fourth quarter of 2023, the second tranche of the DFC loan was funded to finance the equipment upgrade in Ecuador. The amount outstanding under the first tranche of the DFC Loan is payable in 29 quarterly installments with a fixed interest rate of 3.67 %. The amount outstanding under the second tranche of the DFC Loan is payable in 16 quarterly installments with a fixed interest rate of 7.49 %. The long-term debt on the consolidated balance sheets related to the DFC loan was $ 1,149,000 and $ 1,806,000 as of December 31, 2025 and 2024 , respectively. The Company did not capitalize any debt issuance costs as of December 31, 2025 and 2024 , respectively, related to maintenance and administrative fees on the DFC Loan. The DFC Loan contains customary covenants among other covenants and obligations, requirements that the Company maintain certain financial ratios related to liquidity and cash flow as well as depository requirements. On March 28, 2024, HoldCo received a waiver and amendment from DFC for certain covenants as of December 31, 2023 and through December 31, 2024 and amended other covenants and definitions permanently. On March 3, 2025, HoldCo received an additional waiver from DFC for certain covenants as of December 31, 2024 and through December 31, 2025. In November and December 2024, GKCE obtained two loans with banks locally in Ecuador (the “GKCE Loans”). The GKCE Loans carry interest rates of 12.60 % and 12.78 % and are payable in twelve and thirty-six equal monthly installments of principal and interest, respectively. Total long-term debt on the consolidated balance sheets related to the GKCE Loans was $ 53,000 and $ 145,000 as of December 31, 2025 and 2024 , respectively. The Company did not capitalize any debt issuance costs related to the GKCE Loans. As a result of the Loan Parties’ default under the Credit Agreement with Fifth Third discussed above, ASHS has determined that the non-compliance with the Credit Agreement could be deemed to have resulted in an Event of Default (as defined in the DFC Loan) under the DFC Loan (the “Potential Event of Default”). However, as of the date of this10 -K, DFC has not delivered any notice to HoldCo or ASHS asserting the occurrence of an Event of Default or sought to exercise any remedies it may have under the DFC Loan. Due to the Potential Event of Default described above, HoldCo may be deemed to not be in compliance with the DFC Loan as of September 30, 2025 and December 31, 2025 . The Company’s failure to comply with the covenants under the Credit Agreements could result in the Company’s credit commitments being terminated and the principal of any outstanding borrowings, together with any accrued but unpaid interest, under the Credit Agreements could be declared immediately due and payable. Furthermore, the lenders under the Credit Agreements could also exercise their rights to take possession of, and to dispose of, the collateral securing the credit facilities and loans and could pursue additional default remedies upon default as set forth in each such agreement. As long as the Company remains in default under the Credit Agreements, Fifth Third and DFC could accelerate all payment obligations under the Credit Agreements. If Fifth Third or DFC were to accelerate all payment obligations under the Credit Agreements as a result of the defaults thereunder, the Company would not have sufficient cash on hand to satisfy such accelerated payment obligations. As a result, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accretion of debt issuance costs for the years ended December 31, 2025 and 2024 , was $ 126,000 and $ 95,000 , respectively. As of December 31, 2025 and 2024 , the unamortized debt issuance costs on the consolidated balances sheets were $ 105,000 and $ 231,000 . The following are contractual maturities of long-term debt by year at December 31, 2025 , excluding debt issuance costs of $ 105,000 : Year ending December 31, Principal 2026 $ 9,299,000 2027 2,058,000 2028 1,540,000 2029 4,457,000 Thereafter 45,000 $ 17,399,000 F- 17 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 - LEASES The Company determines if a contract is a lease at inception. Under ASC 842, the Company is a lessor of equipment to various customers. Leases that commenced prior to ASC 842 adoption date were classified as operating leases under historical guidance. As the Company has elected the package of practical expedients allowing it to not reassess lease classification, these leases are classified as operating leases under ASC 842 as well. All of the Company’s lessor arrangements entered into, amended or extended after ASC 842 adoption are also classified as operating leases. Some of these lease terms have an option to extend the lease after the initial term, but do not contain the option to terminate early or purchase the asset at the end of the term. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities that arise from short-term ( 12 months or less) leases for any class of underlying asset. The Company’s Gamma Knife and PBRT contracts with hospitals are classified as operating leases under ASC 842. The related equipment is included in medical equipment and facilities on the Company’s consolidated balance sheets (see further discussion at Note 2 ). As all income from the Company’s lessor arrangements is solely based on procedure volume, all income is considered variable payments not dependent on an index or a rate. As such, the Company does not measure future operating lease receivables. On May 7, 2024, the Company completed the RI Acquisition and acquired 60 % of the equity interests of the RI Companies. The RI Companies operate three single-unit radiation therapy facilities. The Company assessed the existing lease agreements under ASC 842 and concluded two of the three facilities contained operating leases. The Company included these leases in its presentation of the consolidated financial statements for years ended December 31, 2025 and 2024 . The Company’s operating lease in Woonsocket contains a sublease for a 1,950 square feet of the clinic space, which is leased back to the lessor. The Company did not make any lease payments during the year-ended December 31, 2024 related to the RI Companies and its leases. Sublease income for the twelve months ended December 31, 2025 and 2024 was $ 61,000 and $ 40,000 , respectively. The Company’s lessee operating leases are accounted for as ROU assets, current portion of lease liabilities, and lease liabilities on the condensed consolidated balance sheets. Operating lease ROU assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company’s operating lease contracts do not provide an implicit rate for calculating the present value of lease payments. The Company determined its incremental borrowing rate to be approximately 8 % by using available market rates and expected lease terms. The operating lease ROU assets and liabilities include any lease payments made and there were no lease incentives or initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company’s lessee operating lease agreements are for administrative office space and related equipment and two of its recently acquired stand-alone facilities in Rhode Island. These leases have remaining lease terms of approximately 8 to 15 years, some of which include options to renew or extend the lease. As of December 31, 2025 , operating ROU assets, net of unfavorable leasehold interests were $ 3,648,000 , and lease liabilities were $ 4,379,000 . The following table summarizes maturities of lessee operating lease liabilities as of December 31, 2025 : Year ending December 31, Operating Leases 2026 $ 501,000 2027 510,000 2028 520,000 2029 536,000 2030 550,000 Thereafter 4,711,000 Total lease payments 7,328,000 Less imputed interest ( 2,949,000 ) Total $ 4,379,000 F- 18 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 - LEASES (CONTINUED) Year Ended December 31, 2025 2024 Lease cost Operating lease cost $ 654,000 $ 467,000 Sublease income ( 61,000 ) ( 40,000 ) Total lease cost $ 593,000 $ 427,000 Other information Cash paid for amounts included in the measurement of lease liabilities - Operating leases $ 781,000 $ 467,000 Weighted-average remaining lease term - Operating leases in years 13.07 7.64 Weighted-average discount rate - Operating leases 8.19 % 8.02 % The Company’s corporate offices were located at 601 Montgomery Street, Suite 1112, San Francisco, California, where it leased approximately 900 square feet for $ 4,500 per month and the lease term ended in November 2024. In November 2024, the Company closed this office and signed two sublease agreements for small, office spaces in San Francisco, California and Downers Grove, Illinois. The sublease in San Francisco is for 80 square feet for $ 1,003 per month located at 601 Montgomery Street, Suite 850. The sublease in Downers Grove was signed in February 2025 and is for two offices and three cubicle spaces for $ 2,300 per month located at 3041 Woodcreek Drive. Total ROU assets and lease liabilities for the Downers Grove sublease were $ 26,000 . The sublease for Downers Grove expired in January 2026 and was not renewed. On May 7, 2024, the Company completed the RI Acquisition and acquired 60 % of the equity interests of the RI Companies. The RI Companies operate three single-unit radiation therapy facilities. The Company assessed the existing lease agreements under ASC 842 and concluded two of the three facilities contained operating leases. The facility in Woonsocket, RI has a ground lease with a sublease for 1,950 square feet of the clinic space, which is leased back to the lessor. The Woonsocket ground lease has an annual prepayment of approximately $ 44,000 . The facility in Warwick, RI has a lease for 10,236 square feet for $ 32,790 per month. The facility in Providence, RI also has a ground lease, which was contributed by one of the minority partners. On January 1, 2025, the Company entered into the Amended and Restated Lease Agreement (the “Amended Lease”) for the facility lease in Warwick, Rhode Island. The Amended Lease includes a lease extension to December 31, 2039 and modified the monthly lease payment to $ 26,443 . The Company assessed the Amended Lease under ASC 842 and concluded it was a lease modification. On January 1, 2025, the effective date of the Amended Lease, the Company recorded additional ROU asset and lease liability in the amount of $ 1,922,000 . The Company owns and operates a stand-alone Gamma Knife facility in Lima, Peru where it leased approximately 1,600 square feet for approximately $ 8,850 per month through June 2025. In May 2024, the Company executed a new lease agreement for approximately 7,704 square feet for $ 9,000 per month. The Company renovated this space during the first half of 2025 to accommodate its Gamma Knife Esprit and administrative offices and moved into the leased space in June 2025. The lease expires in May 2034. Total ROU asset and lease liability for the Peru lease was $ 771,000 . The Company also owns and operates a stand-alone Gamma Knife facility in Guayaquil, Ecuador where it owns 864 square feet of condominium space in an office building and approximately 10,135 of related land and parking spaces. The Company’s stand-alone radiation therapy facility in Puebla, Mexico also has a lease for approximately 536 square meters for $ 1,800 per month with a lease expiration in July 2034. The lease in Puebla is with a related party. Total ROU assets and lease liabilities for the Puebla lease were $ 149,000 . Net rent expense was $ 593,000 and $ 427,000 for the years ended December 31, 2025 and 2024 , respectively, and includes the above operating leases as well as month-to-month rental and certain executory costs. F- 19 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 – INCOME TAXES The components of income before income taxes for the years ended December 31, 2025 and 2024 are as follows: YEARS ENDED December 31, 2025 2024 Domestic $ ( 4,807,000 ) $ 1,086,000 Foreign 1,587,000 151,000 Income before income taxes $ ( 3,220,000 ) $ 1,237,000 For the year ended December 31, 2025 and 2024 , the Company recorded an income tax benefit of $ 493,000 and $ 295,000 , respectively. The components of the provision for income taxes for the years ended December 31, 2025 and 2024 consists of the following: YEARS ENDED December 31, 2025 2024 Current: Federal $ ( 203,000 ) $ ( 83,000 ) State 13,000 ( 190,000 ) Foreign 506,000 337,000 Total current 316,000 64,000 Deferred: Federal ( 686,000 ) ( 380,000 ) State ( 135,000 ) 30,000 Foreign 12,000 ( 9,000 ) Total deferred ( 809,000 ) ( 359,000 ) $ ( 493,000 ) $ ( 295,000 ) Significant components of the Company’s deferred tax liabilities and assets as of December 31, 2025 and 2024 are as follows: December 31, 2025 2024 Deferred tax liabilities: Property and equipment $ ( 734,000 ) $ ( 644,000 ) Prepaid expenses ( 104,000 ) ( 444,000 ) Investment in partnerships ( 575,000 ) ( 956,000 ) Other ( 12,000 ) ( 14,000 ) Total deferred tax liabilities ( 1,425,000 ) ( 2,058,000 ) Deferred tax assets: Net operating loss carryforwards 1,085,000 651,000 Property and equipment 22,000 — Accruals and allowances 59,000 168,000 Transaction costs 215,000 231,000 Other 135,000 169,000 Total deferred tax assets 1,516,000 1,219,000 Valuation allowance ( 206,000 ) ( 85,000 ) Deferred tax assets net of valuation allowance 1,310,000 1,134,000 Net deferred tax liabilities $ ( 115,000 ) $ ( 924,000 ) Upon adoption of ASU 2023 - 09, the reconciliation of the statutory federal rate to the Company’s effective income tax rate for the year ended December 31, 2025 was as follows: December 31, 2025 U.S. federal statutory tax rate $ ( 676,000 ) 21.0 % State taxes, net of federal benefits (1) Return to provision adjustments ( 35,000 ) 1.1 % Others ( 87,000 ) 2.7 % Nontaxable or nondeductible items Partnership income 272,000 - 8.4 % Other permanent differences ( 27,000 ) 0.8 % Cross-border tax laws 11,000 - 0.3 % Change in tax laws Change in valuation allowance 60,000 - 1.9 % Other adjustments Tax refunds ( 203,000 ) 6.3 % Other adjustments 7,000 - 0.2 % Foreign tax effects Mexico Statutory tax rate difference between local country and United States 88,000 - 2.7 % Local vs. U.S. GAAP book income difference 70,000 - 2.2 % Change in valuation allowance 49,000 - 1.5 % Return to provision adjustments 69,000 - 2.1 % Others ( 18,000 ) 0.6 % Peru Local vs. U.S. GAAP book income differences ( 159,000 ) 4.9 % Nontaxable or nondeductible items 132,000 - 4.1 % Others ( 5,000 ) 0.2 % Ecuador Other 7,000 - 0.2 % Worldwide changes in prior year unrecognized tax benefits ( 48,000 ) 1.5 % Effective tax rate $ ( 493,000 ) 15.3 % ( 1 ) The states and local jurisdictions that contribute to the majority (greater than 50% ) of the tax effect in this category include Florida and Rhode Island. F- 20 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 – INCOME TAXES (CONTINUED) The reconciliation of the statutory federal rate to the Company’s effective income tax rate for the year ended December 31, 2024 in accordance with the guidance prior to the adoption of ASU 2023 - 09 was as follows: December 31, 2024 Computed expected federal income tax $ 390,000 31.5 % State income taxes, net of federal benefit ( 84,000 ) - 6.8 % Foreign rate differential 14,000 1.1 % Pass-through income ( 18,000 ) - 1.5 % Bargain purchase gain ( 790,000 ) - 63.9 % Stock compensation 1,000 0.1 % Non-deductible expenses 230,000 18.6 % Return to provision true-up 3,000 0.2 % Uncertain tax positions ( 72,000 ) - 5.8 % Capital loss expired 645,000 52.1 % Change in valuation allowance ( 627,000 ) - 50.7 % Other deferred tax adjustments 13,000 1.1 % $ ( 295,000 ) - 23.8 % Due to uncertainty surrounding the realization of certain deferred tax assets and capital losses, the Company has placed a valuation allowance against a portion of its net domestic and foreign deferred tax assets. The net valuation allowance increased by $ 121,000 and decreased by $ 627,000 for the years ended December 31, 2025 and 2024 , respectively. The Company has federal net operating loss carryforwards of appr oximately $ 3,443,000 and $ 1,966,000 as of December 31, 2025 and 2024 , respectively. All federal net operating losses have an indefinite carryforward period. The Company has various state net operating loss carryforwards. The determination of the state net operating loss carryforwards is dependent upon apportionment percentages and state laws that can change from year to year and impact the amount of such carryforwards. If such net operating carryforwards are not utilized, they will begin to expire in 2029. The tax return years 2020 through 2025 remain open to examination by the major domestic taxing jurisdictions to which the Company is subject. F- 21 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 – INCOME TAXES (CONTINUED) The Company has adopted accounting standards which prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a company ’ s income tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Additionally, these accounting standards specify that tax positions for which the timing of the ultimate resolution is uncertain should be recognized as long-term liabilities. The Company has made no reclassifications between current taxes payable and long term taxes payable under this guidance. As of December 31, 2025 , the unrecognized tax benefit was $ 87,000 which, if recognized, will not affect the annual effective tax rate as these unrecognized tax benefits would increase deferred tax assets, which would be subject to a full valuation allowance. A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows: YEARS ENDED December 31, 2025 2024 Balance at beginning of year $ 161,000 $ 287,000 Additions based on tax positions of prior years — 13,000 Additions based on tax positions of current year 13,000 12,000 Reductions in tax positions of prior years ( 18,000 ) ( 18,000 ) Lapse of statues of limitations ( 50,000 ) ( 75,000 ) Removal of penalties ( 19,000 ) ( 58,000 ) Balance at end of year $ 87,000 $ 161,000 The Company’s policy for deducting interest and penalties is to treat interest as interest expense and penalties as income taxes. As of December 31, 2025 , the Company had $ 21,000 accrued for the payment of penalties and zero interest related to unrecognized tax benefits. The Company does not expect any material changes to our uncertain tax positions within the next 12 months. Upon adoption of ASU 2023 - 09, as described in Note 2 - Accounting Policies, cash paid for income taxes, net of refunds, during the year ended December 31, 2025 was as follows: December 31, 2025 Federal $ — State 60,000 Foreign — Peru 240,000 Mexico 379,000 Ecuador 60,000 Total cash paid for income taxes, net of refunds $ 739,000 NOTE 8 – STOCK-BASED COMPENSATION EXPENSE Incentive Compensation Plan In June 2021, the Company’s shareholders approved an amendment and restatement of the Company’s Incentive Compensation Plan (the “Plan”), that among other things, increased the number of shares of the Company’s common stock reserved for issuance under the Plan to 2,580,000 and extended the term of the Plan by five years to February 22, 2027. The Plan provides that the shares reserved under the Plan are available for issuance to officers of the Company, other key employees, non-employee directors, and advisors. No further grants or share issuances will be made under the previous plans. As of December 31, 2025 , approximately 414,000 shares remain available for grant under the Plan. Under the Plan, a total of 1,298,000 restricted stock units have been granted, consisting o f 53,000 o f annual automatic grants to non-employee directors, 327,000 of deferred retainer fees to non-employee members of the Board, 58,000 grants issued in lieu of commission or bonus to employees of the Company, and 860,000 restricted stock units issued to the Executive Chairman of the Board and other members of executive management, see further discussion below. Of the total restricted stock units granted under the Plan, 123,000 of them are fully vested but not yet deemed issued and outstanding, 1,014 ,000 are fully vested and outstanding, and 161,000 are outstanding as of December 31, 2025 . Changes in restricted stock units, consisting primarily of annual automatic grants, deferred compensation to non-employee directors, shares issued to employees as part of the Company’s bonus plan, and restricted stock units awards to the Executive Chairman of the Board and other members of executive management, under the Incentive Compensation Plans during 2025 and 2024 are as follows: Restricted Stock Units Grant Date Weighted- Average Fair Value Outstanding at January 1, 2024 36,000 $ 2.88 Granted 290,000 $ 3.09 Vested ( 120,000 ) $ 2.93 Outstanding at December 31, 2024 206,000 $ 3.07 Granted 110,000 $ 2.44 Vested ( 155,000 ) $ 2.70 Outstanding at December 31, 2025 161,000 $ 3.08 F- 22 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 – STOCK-BASED COMPENSATION EXPENSE (CONTINUED) Certain Executive Equity Awards The Company appointed Raymond C. Stachowiak as Chief Executive Officer ( “CEO” ) of the Company on October 1, 2020 and served in such position until he was appointed Executive Chairman of the Board on March 7, 2023. For the year ended December 31, 2024 , 120,000 restricted stock awards were issued to Mr. Stachowiak and 120,000 became fully vested. Total compensation expense recorded for the year ended December 31, 2024 in the consolidated financial statements of operations related to executive equity awards was $ 352,000 . For the year ended December 31, 2025 , 110,000 restricted stock awards were issued to Mr. Stachowiak and 115,000 became fully vested. Total compensation expense recorded for the year ended December 31, 2025 in the consolidated financial statements of operations related to the executive equity awards was $ 268,000 . For the year ended December 31, 2025 , stock compensation expense recorded in the consolidated financial statements is summarized as follows: Stock-Based Awards Issued Compensation and Vested Expense Options — $ 4,000 Management Bonus Program - vested and issued 8,322 — Board RSU Awards - other 6,000 4,000 Executive Compensation 149,000 396,000 163,322 $ 404,000 Total stock-based compensation expense before income tax effect for the Company’s options and restricted stock awards in the amount of $ 404,000 and $ 373,000 for the years ended December 31, 2025 and 2024 , is reflected in selling and administrative expense in the consolidated statements of operations, respectively. Stock Options Changes in stock options outstanding under the Plan during 2025 and 2024 are as follows: Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance at December 31, 2023 146,000 $ 2.83 5.44 $ — Forfeited ( 104,000 ) $ 2.86 — $ — Balance at December 31, 2024 42,000 $ 2.74 3.65 $ 17,000 Forfeited ( 24,000 ) $ 2.76 — $ — Balance at December 31, 2025 18,000 $ 2.70 1.29 $ — Exercisable at December 31, 2024 23,000 $ 2.69 2.43 $ — Exercisable at December 31, 2025 16,000 $ 2.68 1.23 $ — F- 23 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 – STOCK-BASED COMPENSATION EXPENSE (CONTINUED) There were no options granted during 2025 or 2024 . There were no options exercised during the years ended December 31, 2025 and 2024 . Total stock-based compensation expense recognized for stock options for the years ended December 2025 and 2024 was $ 4,000 and $ 17,000 , respectively. At December 31, 2025 , there was approximately $ 3,000 of unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. This cost is expected to be recognized over a period of less than one year. The Company’s stock option awards to employees are calculated using the Black-Scholes options valuation model. The Black-Scholes model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, the Black-Scholes model requires the input of highly subjective assumptions including the expected stock price volatility. The Company’s stock-based awards have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the present value estimates. For these reasons, management believes that the existing models do not necessarily provide a reliable single measure of the fair value of its stock-based awards to employees. Repurchase of Common Stock, Common Stock Warrants and Stock Options In 1999 and 2001, the Board of Directors approved resolutions authorizing the Company to repurchase up to a total of 1,000,000 shares of its own stock on the open market, which the Board reaffirmed in 2008. There were no shares of the Company repurchased during 2025 or 2024 . There are approximately 72,000 shares remaining under this repurchase authorization. F- 24 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – RETIREMENT PLAN The Company has a defined-contribution retirement plan (the “Retirement Plan”) that allows for a matching safe harbor contribution. For 2025 , the Board of Directors elected to match participant deferred salary contributions up to a maximum of 4 % of the participant’s annual compensation. Discretionary profit sharing contributions are allowed under the Retirement Plan in years that the Board does not elect a safe harbor match. During 2025 , the Company contributed $ 181,000 to the Retirement Plan for the safe harbor match for the year ended December 31, 2025 . The Company has accrued approximately $ 18,000 for additional safe harbor matching contribution for the year ended December 31, 2025 . Also during 2025 , the Company contributed $ 10,000 to the Retirement Plan for the safe harbor match for the year ended December 31, 2024 . NOTE 10 – COMMITMENTS AND CONTINGENCIES As of December 31, 2025 , the Company had commitments to purchase and install two Leksell Gamma Knife Esprit (“Esprit”) systems and two Linear Accelerator (“LINAC”) systems. The Esprit upgrades and one LINAC installation are anticipated to occur in the second half of 2026, or later, at existing customer sites. The remaining LINAC is reserved for a future customer site. Total Gamma Knife and LINAC commitments as of December 31, 2025 , were $ 7,884,000 . There are no deposits on the consolidated balance sheets related to these commitments as of December 31, 2025 . It is the Company’s intent to finance substantially all of these commitments. There can be no assurance that financing will be available for the Company’s current or future projects, or at terms that are acceptable to the Company. On September 4, 2022, the Company entered into a Maintenance and Support Agreement with Mevion (the “Mevion Service Agreement”), which provides for maintenance and support of the Company’s PBRT unit at Orlando Health from September 2022 through April 2026. The Company’s maintenance commitment for the final service period, September 2025 through April 2026, is $ 1,184,000 . As of December 31, 2025 , the Company had commitments to service and maintain its Gamma Knife, LINAC, and PBRT equipment. The service commitments are carried out via contracts with Mevion, Elekta, Solutech, and Mobius Imaging, LLC. The Company’s commitments to purchase one LINAC system also includes a 5 -year agreement to service the equipment, respectively. Total service commitments as of December 31, 2025 were $ 7,114,000 . The Gamma Knife and certain other service contracts are paid monthly, as service is performed. The Company believes that cash flow from cash on hand and operations will be sufficient to cover these payments. The Company’s customer contracts generally contain mutual indemnification provisions. The Company maintains general and professional liability insurance in the United States. The Company is not involved in the practice of medicine and therefore believes its present insurance coverage and indemnification agreements are adequate for its business. The Company’s Peruvian and Ecuadorian Gamma Knife centers and Mexican LINAC center are free-standing facilities operated by GKPeru, GKCE, and Puebla, respectively. The treating physicians and clinical staff at these facilities are independent contractors. The Company maintains general and professional liability insurance consistent with the operations of these facilities and believes its present coverage is adequate for its business. F- 25 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 11 – RELATED PARTY TRANSACTIONS The Company’s Gamma Knife business is operated through its 81 % indirect interest in its GKF subsidiary. The remaining 19 % of GKF is owned by a wholly owned U.S. subsidiary of Elekta, which is the manufacturer of the Gamma Knife and other radiation therapy equipment. Since the Company purchases the majority of its equipment from Elekta, there are significant related party transactions with Elekta such as equipment purchases, commitments to purchase and service equipment, and costs to maintain the equipment . The following summarizes related party activity for the years ended December 31, 2025 and 2024 : December 31, 2025 2024 Equipment purchases and de-install costs $ 4,412,000 $ 5,268,000 Costs incurred to maintain equipment 978,000 678,000 Total related party transactions $ 5,390,000 $ 5,946,000 The Company had related party commitments to purchase and install two Esprit upgrades, one LINACs, and service the related equipment. Total related party commitments were $ 10,754,000 as of December 31, 2025 . Related party liabilities on the consolidated balance sheets consist of the following as of December 31, 2025 and 2024 : December 31, 2025 2024 Accounts payable, asset retirement obligations and other accrued liabilities $ 1,887,000 $ 2,270,000 Note 12. Rhode Island Acquisition On November 10, 2023, the Company entered into an Investment Purchase Agreement (the “IPA”) with GenesisCare and GC Holdings, pursuant to which GenesisCare agreed to sell to the Company its entire equity interest in each of the RI Companies and to assign certain payor contracts to the Company for a cash purchase price of $ 2,850,000 (previously defined, the “RI Acquisition”). The equity interests acquired by the Company under the IPA equates to a 60 % interest in each RI Company. The RI Companies operate three functional radiation therapy cancer centers in Rhode Island. The Company acquired the RI Companies to expand its growing direct patient service business model in the United States and continue to diversify its cancer treatment product offerings. On April 18, 2024, the parties amended the IPA and GenesisCare agreed to sell a GE Discovery RT CT Simulator (“CT Sim”) to the Company for $ 175,000 , payment for which was required 5 days following the close of the acquisition. On May 7, 2024, the parties amended the IPA and GenesisCare agreed to transfer certain assets and payor contracts to the RI Companies, rather than transferring such assets and payor contracts to the Company. The parties completed the closing conditions pursuant to the IPA and closed the RI Acquisition on May 7, 2024 ( the “Closing Date”). The RI Acquisition has been accounted for as a business combination under ASC 805 , which requires, among other things, that purchase consideration, assets acquired, liabilities assumed and non-controlling interest be measured at their fair values as of the acquisition date. The assets acquired were recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired, and the resulting amount of the bargain purchase gain. During the three -month periods ended September 30, 2024 and December 31, 2024 , the Company concluded some of the fair value estimates for accounts receivable, non-controlling interests, and unfavorable leasehold interests required adjustment. The adjusted allocations provided below reflect these changes. The Company recorded medical equipment, facilities and non-controlling interest at fair value as of the Closing Date. Sales comparison and cost approaches were used to value the medical equipment, including assumptions of estimated direct costs associated with acquiring the equipment. Where appropriate, adjustments were made to the direct replacement cost to reflect depreciation and obsolescence. The sales comparison approach was also utilized to value certain assets, involving secondary market research. The cost approach was also used to value the facilities acquired and the unfavorable leasehold interest. The non-controlling interest was recorded at fair value based on the purchase price paid for the acquisition, after any premium or discount derived from the operating agreement with the minority owners. F- 26 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 12. Rhode Island Acquisition (CONTINUED) The Company recorded the preliminary allocation of the purchase price consideration as of the Closing Date, for the three -month period ended June 30, 2024. During each of the three -month periods ended September 30, 2024 and December 31, 2024, the Company concluded some of the fair value estimates for accounts receivable, non-controlling interests, and unfavorable leasehold interests required adjustment. The net effect of these changes was an increase to the bargain purchase gain of $ 115,000 , net of deferred taxes of $ 6,000 . The net impact to the consolidated statement of operations, outside of the change in the bargain purchase gain, was not material for the years ended December 31, 2025 and 2024 . The major classes of assets and liabilities to which the Company allocated the fair value of the purchase price consideration as of December 31, 2025 were as follows: May 7, 2024 Remeasurement December 31, 2024 Cash and cash equivalents $ 3,388,000 $ — $ 3,388,000 Accounts receivable 919,000 ( 542,000 ) 377,000 Medical equipment 2,403,000 — 2,403,000 Facilities 4,697,000 — 4,697,000 ROU assets 1,835,000 — 1,835,000 Unfavorable leasehold interests ( 1,227,000 ) 451,000 ( 776,000 ) Total assets acquired 12,015,000 ( 91,000 ) 11,924,000 Real and personal property taxes payable ( 150,000 ) — ( 150,000 ) Lease liabilities ( 1,835,000 ) — ( 1,835,000 ) Deferred income taxes ( 1,226,000 ) 6,000 ( 1,220,000 ) Gain on bargain purchase ( 3,679,000 ) ( 115,000 ) ( 3,794,000 ) Base purchase consideration 5,125,000 ( 200,000 ) 4,925,000 Non-controlling interest ( 2,100,000 ) 200,000 ( 1,900,000 ) CT Sim ( 175,000 ) — ( 175,000 ) Cash paid by the Company $ 2,850,000 $ — $ 2,850,000 The Company recognized a bargain purchase, as defined by ASC 805, in connection with the RI Acquisition. The Company purchased its interest in the RI Companies as part of the sale of certain of GenesisCare’s assets in its bankruptcy proceedings, resulting in a “bargain purchase”. A bargain purchase gain of $ 3,794,000 , net of deferred taxes of $ 1,220,000 is reflected in other income in the consolidated statement of operations for the year-ended December 31, 2024. None of the purchase price was allocated to intangible assets because none were acquired as part of the transaction. The Company recorded the unfavorable lease position received as part of the RI Acquisition as a reduction to ROU assets on the consolidated balance sheet. The preliminary value of the acquired tangible assets acquired were as follows: Fair Value Average Useful Life (in Years) Facilities $ 4,697,000 15 Medical equipment 2,403,000 4 Total medical equipment and facilities acquired $ 7,100,000 F- 27 Table of Contents AMERICAN SHARED HOSPITAL SERVICES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 13 – SUBSEQUENT EVENT On December 31, 2025, the Company remitted two payments on its debt obligations totaling $ 562,500 via an established automatic payment process, pursuant to the Credit Agreement. Subsequently, the Company and Fifth Third agreed these payments were not contractually due and the funds were returned to the Company on February 5, 2026. The Company assessed this event under ASC 855 - Subsequent Events and concluded it qualified as a subsequent even that should be recognized as of the balance sheet date. Accordingly, the Company recognized this event as of December 31, 2025 by increasing other receivables and increasing the current portion of long-term debt, net, by $ 562,500 . On March 13, 2026, the Company and Orlando Health, Inc. (“Orlando Health”) entered into Amendment Two to Proton Beam Radiation Therapy Lease Agreement (the “Amendment”). The Amendment extends the term of the Proton Beam Radiation Therapy Lease Agreement dated October 18, 2006 between the Company and Orlando Health, as amended by Amendment One to Proton Beam Radiation Therapy Lease Agreement dated effective as of August 12, 2012 ( the “Lease”) for an additional seven years commencing April 6, 2026 through April 5, 2033 ( the “Extended Term”), and sets the lease payment terms during the Extended Term based on a technical component collection percentage with that percentage decreasing during certain of the twelve month periods of the Extended Term. The Amendment amends certain other terms of the Lease and sets forth certain agreements between the parties with respect to the leased equipment, including (i) an option granted to Orlando Health whereby it may elect to purchase the leased equipment at the end of the lease term, including setting the purchase price and the period in which Orlando Health may exercise its option, (ii) matters related to the Company’s obligation to remove, at its expense, the leased equipment from Orlando Health at the end of the Extended Term in the event Orlando Health does not exercise its purchase option, and certain financial understandings of the parties related to that obligation, and (iii) maintenance and insurance coverage obligations of the parties. F- 28