Blink Charging Co. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Disclosure Controls and Procedures Management, with participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, the CEO and CFO concluded that as a result of the material weakness in internal control over financial reporting as described below in Management’s Annual Report on Internal Controls Over Financial Reporting, the Company’s disclosure controls and procedures were ineffective as of December 31, 2025. Management’s Annual Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) and the preparation of financial statements for external purposes in accordance with United States Generally Accepted Accounting Policies (“U.S. GAAP”). Using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013 framework), management of the Company under supervision and participation of the CEO and CFO, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025. Based on our assessment under the framework in Internal Control - Integrated Framework (2013) issued by COSO, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025 due to the existence of the following material weakness identified: The Company did not have an effective information and communication component as specified within the COSO framework that identified and assessed the source of and controls necessary to ensure the reliability of information used in financial reporting. As a consequence of this material weakness, the design and operation of process-level controls, financial reporting controls, and information technology controls were determined to be ineffective throughout the Company’s financial reporting processes. This material weakness creates a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis. Therefore, we concluded that the deficiency above represents a material weakness in our internal control over financial reporting, and our internal control over financial reporting was not effective as of December 31, 2025. Management has been actively engaged in developing and implementing remediation plans to address the material weakness, as described in the section below. The Company’s independent registered public accounting firm, Grant Thornton, LLP, who audited our internal controls over financial reporting, has issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, as stated in its report. Following the identification of the material weakness and prior to filing this Annual Report on Form 10-K, we performed additional analyses and other procedures to ensure that our consolidated financial statements included in this Annual Report were prepared in accordance with U.S. GAAP. Our CEO and CFO have concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in this Annual Report. Remediation Plan and Status During 2025 and continuing into 2026, we continued to make progress on the remediation plans to address previously identified material weaknesses. The Company continues to remediate the remaining material weakness outlined above. The remediation measures are ongoing and include the following: ● Establishing a change process to control access to accounts that can make changes directly to production infrastructure and ensuring the changes made are reviewed post-production; ● Reviewing the use cases for administrative accounts to ensure they are restricted to appropriate users without change management access (i.e. development, migration, etc.); ● Identifying and implementing key controls to address design gaps within the Company’s control environment, particularly for the in-scope business processes; ● Establishing a structured controls testing program to continuously monitor the design and operating effectiveness of key controls. Management believes that these remediation actions, when fully implemented and tested, will remediate the material weakness that has been identified and will strengthen internal controls over financial reporting. However, remediation efforts are ongoing, and additional remediation initiatives may be necessary to fully remediate. Additionally, Management will be establishing an internal controls team to assist the Company effectively achieve internal controls compliance and provide internal controls training to key control owners. The Audit Committee will continue to be actively engaged and exercise continuous oversight throughout the remediation process. Changes in Internal Control Over Financial Reporting Except as described above, there were no changes in the Company’s internal control over the financial reporting during the quarter ended December 31, 2025 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 41 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Blink Charging Co. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Blink Charging Co. (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. A material weakness is a deficiency, or combination of control 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. The following material weakness has been identified and included in management’s assessment. The Company did not have an effective information and communication component as specified within the COSO framework that identified and assessed the source of and controls necessary to ensure the reliability of information used in financial reporting. As a consequence of this material weakness, the design and operation of process-level controls, financial reporting controls, and information technology controls were determined to be ineffective throughout the Company’s financial reporting processes. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025. The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated March 31, 2026 which expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Tampa, Florida March 31, 2026 ITEM 9B. OTHER INFORMATION. During the fiscal quarter ended December 31, 2025, none of the Company’s directors or officers adopted , modified , or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, in each case as defined in Item 408 of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 42 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Information required by this item is incorporated by reference from our definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 2025 year-end. We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Business Conduct and Ethics is available on the investor information page of our website, located at https://www.blinkcharging.com , and in print to any stockholder who requests it. Any waiver or amendment to the code will be posted on our website. We have an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all personnel of the Company and its subsidiaries, including directors, officers and employees and other covered persons, as well as the Company itself. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report. ITEM 11. EXECUTIVE COMPENSATION. Information required by this item is incorporated by reference from our definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 2025 year-end. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information required by this item is incorporated by reference from our definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 2025 year-end. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Information required by this item is incorporated by reference from our definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 2025 year-end. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Information required by this item is incorporated by reference from our definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 2025 year-end. 43 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a)(3) EXHIBITS Incorporated by Reference Filed or Furnished Exhibit Number Exhibit Description Form Exhibit Filing Date Herewith 2.4 Agreement and Plan of Merger, dated as of April 18, 2023, by and among Blink Charging Co., Blink Mobility, LLC, Mobility Merger Sub Inc., Envoy Technologies, Inc., and Fortis Advisors LLC (as Equityholders’ Agent) (the “Envoy Merger Agreement”) 8-K 2.1 04/24/2023 2.6 Amendment No. 1 to the Envoy Merger Agreement, dated as of March 10, 2025 8-K 2.1 03/14/2025 2.7 Amendment No. 2 to the Envoy Merger Agreement, dated as of April 4, 2025 8-K 2.1 04/09/2025 2.8 Amendment No. 3 to the Envoy Merger Agreement, dated as of May 16, 2025 8-K 2.1 05/21/2025 2.9 Amendment No. 4 to the Envoy Merger Agreement, dated as of August 4, 2025 8-K 2.1 08/06/2025 3.1 Articles of Incorporation, as amended most recently on August 17, 2017 10-K 3.1 04/17/2018 3.2 Bylaws, as amended most recently on January 29, 2018 10-K 3.2 04/17/2018 3.4 Certificate of Withdrawal for Series A Convertible Preferred Stock 8-k 3.1 04/07/2022 3.5 Certificate of Withdrawal for Series B Preferred Stock 8-k 3.2 04/07/2022 3.6 Certificate of Withdrawal for Series C Convertible Preferred Stock 8-k 3.3 04/07/2022 3.7 Certificate of Withdrawal for Series D Convertible Preferred Stock 8-k 3.4 04/07/2022 4.3 Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10-K 4.3 04/02/2020 4.4 Warrant Agreement, dated as of August 19, 2025, by and between Blink Charging Co. and the former equityholders of Envoy Technologies, Inc., through their agent, Fortis Advisors, LLC 8-K 4.1 08/29/2025 4.5 Form of Placement Agent Common Stock Purchase Warrant for December 2025 Public Offering 8-K 4.1 12/12/2025 10.14* 2018 Incentive Compensation Plan Proxy - 08/14/2018 10.29 Sales Agreement, dated September 2, 2022, between Blink Charging Co. and the Sales Agents 8-K 10.1 09/02/2022 10.32* Amendment to Blink Charging Co. 2018 Incentive Compensation Plan 14A A 06/14/2023 10.33* Separation and General Release Agreement, dated as of June 20, 2023, between Blink Charging Co. and Michael D. Farkas 8-K 10.1 06/23/2023 10.34* Employment Offer Letter, dated October 30, 2023, between Blink Charging Co. and Harjinder Bhade 8-K 10.1 11/03/2023 10.35 Amendment to Sales Agreement, dated as of November 2, 2023, between Blink Charging Co. and the Agents 8-K 10.1 11/22/2023 10.37* Chief Executive Officer Employment Agreement, dated January 23, 2025, between Michael Battaglia and Blink Charging Co. 8-K 10.1 01/28/2025 10.39* Executive Employment Agreement, dated May 29, 2025, between Blink Charging Co. and Michael Bercovich 8-K 10.1 06/04/2025 10.40* Amendment, dated as of June 2, 2025, between Blink Charging Co. and Michael Bercovich 8-K 10.2 06/04/2025 10.41 Form of Securities Purchase Agreement for December 2025 Public Offering 8-K 10.1 12/12/2025 10.42* Separation Agreement and General Release, dated as of February 3, 2026, by and between Blink Charging Co. and Aviv Hillo 8-K 10.1 02/05/2026 19.1 Insider Trading Policy X 21.1 Subsidiaries of the Registrant X 23.1 Consent of Grant Thornton LLP X 23.2 Consent of Marcum LLP X 31.1 Rule 13a-14(a) Certification of Principal Executive Officer X 31.2 Rule 13a-14(a) Certification of Principal Financial Officer X 32.1** Section 1350 Certification of Principal Executive Officer X 32.2** Section 1350 Certification of Principal Financial Officer X 101.INS XBRL Instance. X 101.XSD XBRL Schema. X 101.PRE XBRL Presentation. X 101.CAL XBRL Calculation. X 101.DEF XBRL Definition. X 101.LAB XBRL Label. X * Indicates a management contract or compensatory plan or arrangement. ** In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not deemed filed for purposes of Section 18 of the Exchange Act. ITEM 16. FORM 10-K SUMMARY. None. 44 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. BLINK CHARGING CO. Date: March 31, 2026 By: /s/ Michael Battaglia Michael Battaglia President and Chief Executive Officer Date: March 31, 2026 By: /s/ Michael Bercovich Michael Bercovich Chief Financial Officer 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 and in the capacities and on the dates indicated. Signature Title Date /s/ Michael Battaglia President, Chief Executive Officer and Director March 31, 2026 Michael Battaglia (Principal Executive Officer) /s/ Michael Bercovich Chief Financial Officer March 31, 2026 Michael Bercovich (Principal Financial and Accounting Officer) /s/ Ritsaart J.M. van Montfrans Chairman of the Board March 31, 2026 Ritsaart J.M. van Montfrans /s/ Martha Crawford Director March 31, 2026 Martha Crawford /s/ Jack Levine Director March 31, 2026 Jack Levine 45 BLINK CHARGING CO. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 248 ) F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID: 688) F-3 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023 F-5 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2025, 2024 and 2023 F-6 Consolidated Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2025 F-7 Consolidated Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2024 F-8 Consolidated Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2023 F-9 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 F-10 Notes to Consolidated Financial Statements F-12 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Blink Charging Co. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Blink Charging Co. (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, 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 financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 31, 2026 expressed an adverse opinion. 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 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 financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the 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 financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2024. Tampa, Florida March 31, 2026 F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Blink Charging Co. Opinion on the Financial Statements We have audited the accompanying consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows of Blink Charging Co. and subsidiaries (the “Company”) for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the results of its operations and its cash flows for the year ended December 31, 2023, are in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the 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 audit 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 financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion. /s/ Marcum llp Marcum llp We served as the Company’s auditor from 2014 to 2024. New York, NY March 18, 2024, except for Segment Reporting in Note 17 and Revision of Previously Issued Consolidated Financial Statements in Note 18 (not presented herein) to the consolidated financial statements appearing under Item 8 on the Company’s 2024 annual report on Form 10-K, as to which the date is April 4, 2025 F- 3 BLINK CHARGING CO. Consolidated Balance Sheets (in thousands, except for share amounts) 2025 2024 December 31, 2025 2024 Assets Current Assets: Cash and cash equivalents $ 39,568 $ 41,774 Marketable securities - 13,630 Accounts receivable, net 29,532 42,072 Inventory 14,153 36,608 Prepaid expenses and other current assets 6,065 5,396 Total Current Assets 89,318 139,480 Restricted cash 89 78 Property and equipment, net 42,691 37,381 Operating lease right-of-use asset 6,331 9,212 Intangible assets, net 6,634 10,388 Goodwill 1,742 17,897 Other assets 648 590 Total Assets $ 147,453 $ 215,026 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable, accrued expenses and other current liabilities $ 47,242 $ 38,875 Current portion of earn-out liabilities 1,005 - Notes payable 265 265 Current portion of operating lease liabilities 2,781 3,216 Current portion of financing lease liabilities 42 34 Current portion of deferred revenue 12,137 17,078 Total Current Liabilities 63,472 59,468 Consideration payable, non-current portion - 21,028 Earn-out liabilities, non-current portion 981 - Operating lease liabilities, non-current portion 4,804 7,162 Financing lease liabilities, non-current portion 64 97 Deferred revenue, non-current portion 5,145 5,060 Other liabilities 8,497 6,695 Total Liabilities 82,963 99,510 Commitments and contingencies (Note 16) - - Stockholders’ Equity: Preferred stock, $ 0.001 par value, 40,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively - - Common stock, $ 0.001 par value, 500,000,000 shares authorized, 142,128,133 and 101,970,907 shares issued and outstanding as of December 31, 2025 and 2024, respectively 142 102 Additional paid-in capital 895,505 860,300 Accumulated other comprehensive loss ( 8,731 ) ( 5,845 ) Accumulated deficit ( 822,426 ) ( 739,041 ) Total Stockholders’ Equity 64,490 115,516 Total Liabilities and Stockholders’ Equity $ 147,453 $ 215,026 The accompanying notes are an integral part of these consolidated financial statements. F- 4 BLINK CHARGING CO. Consolidated Statements of Operations (in thousands except for share and per share amounts) 2025 2024 2023 For the Years Ended December 31, 2025 2024 2023 Revenues: Product sales $ 46,961 $ 81,703 $ 109,416 Charging service revenue 32,285 21,445 15,646 Network fees 12,200 7,952 7,481 Warranty 3,842 5,687 3,258 Grant and rebate 310 1,048 469 Car-sharing services 4,809 4,667 3,302 Other 3,113 1,535 1,026 Total Revenues 103,520 124,037 140,598 Cost of Revenues: Cost of product sales 41,715 55,796 72,532 Cost of charging services 4,524 2,613 3,540 Host provider fees 17,665 12,870 9,140 Network costs 2,254 2,399 1,969 Warranty and repairs and maintenance 3,538 2,602 4,605 Car-sharing services 4,266 4,469 4,356 Depreciation and amortization 4,055 5,643 4,250 Total Cost of Revenues 78,017 86,392 100,392 Gross Profit 25,503 37,645 40,206 Operating Expenses: Compensation 49,478 58,665 92,669 General and administrative expenses 29,349 31,887 35,052 Other operating expenses 21,355 20,391 17,825 Change in fair value of consideration payable and earn-out liabilities ( 9,238 ) 2,910 - Impairment of goodwill 17,897 126,984 89,087 Impairment of intangible assets 762 - 5,143 Total Operating Expenses 109,603 240,837 239,776 Loss From Operations ( 84,100 ) ( 203,192 ) ( 199,570 ) Other Income (Expense): Interest income (expense) 19 ( 431 ) ( 3,546 ) Dividend and interest income 1,021 2,935 1,909 Gain (loss) on extinguishment of notes payable - 36 ( 1,000 ) Change in fair value of derivatives and other accrued liabilities ( 8 ) ( 10 ) 8 Total Other Income (Expense), Net 1,032 2,530 ( 2,629 ) Loss Before Income Taxes $ ( 83,068 ) $ ( 200,662 ) $ ( 202,199 ) Provision for income taxes ( 317 ) ( 656 ) ( 1,494 ) Net Loss $ ( 83,385 ) $ ( 201,318 ) $ ( 203,693 ) Net Loss Per Share: Basic $ ( 0.76 ) $ ( 2.00 ) $ ( 3.21 ) Diluted $ ( 0.76 ) $ ( 2.00 ) $ ( 3.21 ) Weighted Average Number of Common Shares Outstanding: Weighted Average Number of Common Shares Outstanding: Basic 109,107,002 100,844,970 63,466,398 Diluted 109,107,002 100,844,970 63,466,398 The accompanying notes are an integral part of these consolidated financial statements. F- 5 BLINK CHARGING CO. Consolidated Statements of Comprehensive Loss (in thousands) 2025 2024 2023 For the Years Ended December 31, 2025 2024 2023 Net Loss $ ( 83,385 ) $ ( 201,318 ) $ ( 203,693 ) Other Comprehensive (Loss) Income: Foreign currency translation adjustments ( 2,886 ) ( 3,309 ) 510 Total Comprehensive Loss $ ( 86,271 ) $ ( 204,627 ) $ ( 203,183 ) The accompanying notes are an integral part of these consolidated financial statements. F- 6 BLINK CHARGING CO. Consolidated Statement of Changes in Stockholders’ Equity For the Year Ended December 31, 2025 (in thousands except for share amounts) Accumulated Additional Accumulated Other Total Preferred Stock Common Stock Paid-In Comprehensive Accumulated Stockholders’ Shares Amount Shares Amount Capital Loss Deficit Equity Balance - January 1, 2025 - $ - 101,970,907 $ 102 $ 860,300 $ ( 5,845 ) $ ( 739,041 ) $ 115,516 Common stock issued in public offering, net of issuance costs [1] - - 27,347,996 28 19,389 - - 19,417 Stock-based compensation - - 868,095 - 2,764 - - 2,764 Common stock and warrants issued in satisfaction of consideration payable - - 9,696,882 10 11,750 - - 11,760 Common stock issued as purchase consideration of Zemetric - - 1,401,243 1 1,097 - - 1,098 Common stock issued in satisfaction of earn-out liabilities - - 189,892 - 206 - - 206 Common stock issued upon warrant exercise - - 653,118 1 ( 1 ) - - - Other comprehensive loss - - - - - ( 2,886 ) - ( 2,886 ) Net loss - - - - - - ( 83,385 ) ( 83,385 ) Balance - December 31, 2025 - $ - 142,128,133 $ 142 $ 895,505 $ ( 8,731 ) $ ( 822,426 ) $ 64,490 [1] Includes gross proceeds of $ 20,909 , less issuance costs of $ 1,492 The accompanying notes are an integral part of these consolidated financial statements. F- 7 BLINK CHARGING CO. Consolidated Statement of Changes in Stockholders’ Equity For the Year Ended December 31, 2024 (in thousands, except for share amounts) Accumulated Additional Other Total Preferred Stock Common Stock Paid-In Comprehensive Accumulated Stockholders’ Shares Amount Shares Amount Capital Loss Deficit Equity Balance - January 1, 2024 - $ - 92,818,233 $ 93 $ 829,563 $ ( 2,536 ) $ ( 537,723 ) $ 289,397 Common stock issued in public offering, net of issuance costs [1] - - 8,970,010 9 26,387 - - 26,396 Stock-based compensation - - 111,999 - 3,525 - - 3,525 Common stock issuance, net - - 70,665 - 825 - - 825 Other comprehensive loss - - - - - ( 3,309 ) - ( 3,309 ) Net loss - - - - - - ( 201,318 ) ( 201,318 ) Balance - December 31, 2024 - $ - 101,970,907 $ 102 $ 860,300 $ ( 5,845 ) $ ( 739,041 ) $ 115,516 [1] Includes gross proceeds of $ 27,004 , less issuance costs of $ 608 . The accompanying notes are an integral part of these consolidated financial statements. F- 8 BLINK CHARGING CO. Consolidated Statement of Changes in Stockholders’ Equity For the Year Ended December 31, 2023 (in thousands, except for share amounts) Accumulated Additional Other Total Preferred Stock Common Stock Paid-In Comprehensive Accumulated Stockholders’ Shares Amount Shares Amount Capital Loss Deficit Equity Balance - January 1, 2023 - $ - 51,476,445 $ 51 $ 597,982 $ ( 3,046 ) $ ( 334,030 ) $ 260,957 Balance - $ - 51,476,445 $ 51 $ 597,982 $ ( 3,046 ) $ ( 334,030 ) $ 260,957 Common stock issued in public offering, net of issuance costs [1] - - 39,248,028 41 208,825 - - 208,866 Common stock issued upon exercises of warrants - - 557,733 1 834 - - 835 Stock-based compensation - - 632,962 - 18,484 - - 18,484 - Surrender and cancellation of common stock - - ( 27,681 ) - ( 197 ) - - ( 197 ) - Reclassification of common stock liability to equity - - 8,235 - 35 - - 35 - Common stock issued in connection with extinguishment of notes payable - - 158,372 - 1,000 - - 1,000 - Common stock issued upon cashless exercise of options and warrants - - 393,240 - - - - - Common stock issued in satisfaction of accrued issuable equity - - 370,899 - 2,600 - - 2,600 Other comprehensive loss - - - - - 510 - 510 Net loss - - - - - - ( 203,693 ) ( 203,693 ) Balance - December 31, 2023 - $ - 92,818,233 $ 93 $ 829,563 $ ( 2,536 ) $ ( 537,723 ) $ 289,397 Balance - $ - 92,818,233 $ 93 $ 829,563 $ ( 2,536 ) $ ( 537,723 ) $ 289,397 [1] Includes gross proceeds of $ 216,662 , less issuance costs of $ 7,796 . The accompanying notes are an integral part of these consolidated financial statements. F- 9 BLINK CHARGING CO. Consolidated Statements of Cash Flows (in thousands) 2025 2024 2023 For the Years Ended December 31, 2025 2024 2023 Cash Flows From Operating Activities: Net loss $ ( 83,385 ) $ ( 201,318 ) $ ( 203,693 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 9,596 12,751 12,441 Non-cash lease expense 4,352 3,666 2,128 Non-cash gain on lease termination ( 72 ) - - Impairment of goodwill 17,897 126,984 89,087 Impairment of intangible assets 762 - 5,143 Change in fair value of contingent consideration - - ( 1,375 ) Change in fair value of derivative and other accrued liabilities 8 10 8 Provision for credit losses 3,894 1,720 2,555 (Gain) loss on extinguishment of notes payable - ( 36 ) 1,000 Loss (gain) on disposal of property and equipment 3,112 1,969 ( 11 ) Provision for slow moving and obsolete inventory 6,619 4,024 527 Change in fair value of consideration payable ( 9,238 ) 2,910 - Gain on settlement of accounts payable, net - - 24 Stock-based compensation 2,764 3,525 22,039 Changes in operating assets and liabilities: Accounts receivable 11,932 ( 906 ) ( 23,677 ) Inventory 14,840 500 ( 15,362 ) Prepaid expenses and other current assets ( 2,121 ) ( 29 ) ( 2,134 ) Other assets ( 27 ) 68 941 Accounts payable, accrued expenses, and other current liabilities 6,564 ( 3,768 ) 6,977 Other liabilities ( 4,281 ) 6,358 ( 307 ) Operating lease liabilities ( 4,285 ) ( 3,222 ) ( 3,672 ) Deferred revenue ( 9,788 ) ( 3,497 ) 9,791 Total Adjustments 52,528 153,027 106,123 Net Cash Used In Operating Activities ( 30,857 ) ( 48,291 ) ( 97,570 ) Cash Flows From Investing Activities: Proceeds from sale of marketable securities 13,630 10,500 16,442 Proceeds from sale of equity method investment 223 - - Purchase of marketable securities - ( 1,160 ) ( 39,412 ) Proceeds from government grants 4,811 1,129 - Purchase consideration of Zemetric, net of cash acquired ( 207 ) - - Proceeds from sale of property and equipment - 3,425 - Purchase consideration of Envoy, net of cash acquired - - ( 4,660 ) Capitalization of engineering costs ( 205 ) - ( 1,028 ) Purchases of property and equipment ( 9,708 ) ( 8,617 ) ( 7,552 ) Net Cash Provided By (Used In) Investing Activities 8,544 5,277 ( 36,210 ) Cash Flows From Financing Activities: Proceeds from sale of common stock in public offering [1] 19,417 26,396 208,865 Proceeds from exercise of options and warrants - - 835 Repayment of financing liability in connection with finance lease ( 36 ) ( 596 ) ( 2,837 ) Repayment of notes payable ( 114 ) ( 37,881 ) ( 9,292 ) Other - ( 338 ) ( 256 ) Net Cash Provided By (Used In) Financing Activities 19,267 ( 12,419 ) 197,315 Effect of Exchange Rate Changes on Cash and Cash Equivalents 851 ( 1,515 ) ( 1,368 ) Net (Decrease) Increase In Cash and Cash Equivalents and Restricted Cash ( 2,195 ) ( 56,948 ) 62,167 Cash and Cash Equivalents and Restricted Cash - Beginning of Year 41,852 98,800 36,633 Cash and Cash Equivalents and Restricted Cash - End of Year $ 39,657 $ 41,852 $ 98,800 Cash and cash equivalents and restricted cash consisted of the following: Cash and cash equivalents $ 39,568 $ 41,774 $ 98,721 Restricted cash 89 78 79 Cash and Cash Equivalents and Restricted Cash - End of Year $ 39,657 $ 41,852 $ 98,800 [1] For the year ended December 31, 2025, includes gross proceeds of $ 20,909 , less issuance costs of $ 1,492 . [1] For the year ended December 31, 2024, includes gross proceeds of $ 27,004 , less issuance costs of $ 608 . [1] For the year ended December 31, 2023, includes gross proceeds of $ 216,662 , less issuance costs of $ 7,796 . The accompanying notes are an integral part of these consolidated financial statements. F- 10 BLINK CHARGING CO. Consolidated Statements of Cash Flows - Continued (in thousands) 2025 2024 2023 For the Years Ended December 31, 2025 2024 2023 Supplemental Disclosures of Cash Flow Information: Cash paid during the year for: Interest $ 61 $ 1,517 $ 3,605 Income taxes $ 338 $ 218 $ - Non-cash investing and financing activities: Right-of-use assets obtained in exchange for lease obligations $ 1,664 $ 3,205 $ 7,401 Right-of-use assets derecognized in connection with lease termination $ ( 577 ) $ - $ - Property and equipment obtained in exchange for finance lease obligations $ 10 $ 53 $ 2,798 Transfer of inventory to property and equipment $ ( 1,919 ) $ ( 6,242 ) $ ( 1,786 ) Reclassification of liability to equity $ - $ 825 $ - Common stock issued in satisfaction of accrued issuable equity $ - $ - $ 2,600 Common stock and warrants issued in satisfaction of consideration payable $ 11,760 $ - $ - Common stock issued as purchase consideration of Zemetric $ 1,098 $ - $ - Earn-out liabilities incurred as purchase consideration of Zemetric $ 2,194 $ - $ - Common stock issued in satisfaction of earn-out liabilities $ 206 $ - $ - Intangible assets obtained in exchange for financing liability $ - $ - $ 122 Note receivable applied to purchase consideration of Envoy $ - $ - $ ( 1,321 ) Surrender and cancellation of common stock $ - $ - $ ( 197 ) The accompanying notes are an integral part of these consolidated financial statements. F- 11 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 1. BUSINESS ORGANIZATION AND NATURE OF OPERATIONS Blink Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading owner, operator and provider of electric vehicle (“EV”) charging equipment and networked EV charging services in the rapidly growing U.S. and international markets. Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various location types. Blink’s principal line of products and services is its nationwide Blink EV charging networks (the “Blink Network”) and Blink EV charging equipment and other EV-related services. The Blink Network is a proprietary, cloud-based system that operates, maintains and manages Blink charging stations and handles the associated charging data, back-end operations and payment processing. The Blink Network provide property owners, managers, parking companies, state and municipal entities, and other types of commercial customers (“Property Partners”) with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink Network also provides EV drivers with vital station information, including station location, availability, and fees. Blink also operates an EV-based car-sharing business through its wholly-owned subsidiary, Blink Mobility LLC. On August 4, 2025, the Company’s wholly owned subsidiary, Envoy Technologies, Inc. (“Envoy Technologies”), entered into Amendment No. 4 (the “Fourth Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023, with the Company, Envoy Technologies, Envoy Mobility, Inc. (“Mobility” and formerly Blink Mobility, LLC) and Fortis Advisors LLC, as equity holders’ agent (as previously amended, the “Merger Agreement”). Pursuant to the Fourth Amendment, the sole remaining payment obligation to the former shareholders of Envoy Technologies was fully satisfied, and the Company and Mobility were released from all claims and liabilities relating to such obligation, with the issuance of (x) $ 10,000 in shares of Company common stock, valued based on the volume-weighted average trading price for the 25 trading days preceding the issuance date, and (y) warrants exercisable for shares of Company common stock with an aggregate value of $ 11,000 , divided into three tranches with vesting conditions based on specific stock price achievements. During the year ended December 31, 2025, the Company issued an aggregate of 9,696,882 shares of the Company’s common stock and issued warrants to purchase an aggregate of 3,898,177 shares of Company common stock in full satisfaction of the consideration payable to the former shareholders of Envoy Technologies. See Note 8 – Notes Payable and Consideration Payable for additional information. The former shareholders of Envoy Technologies were granted registration rights for shares of Company common stock initially issued and those issuable pursuant to the exercise of warrants. On October 21, 2025, the Company filed a resale registration statement on Form S-1 with the SEC covering up to 13,595,059 shares of common stock that may be offered for resale or otherwise disposed of by the selling stockholders. The shares offered for resale under the registration statement consist of (i) 9,696,882 shares of common stock and (ii) 3,898,177 shares of common stock issuable upon the exercise of warrants, which were issued by the Company to the selling stockholders in connection with the Company’s acquisition of Envoy Technologies pursuant to the Merger Agreement. The Company will bear all costs, expenses and fees in connection with the registration of shares for resale by the selling stockholders, other than the selling stockholders’ respective discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses attributable to the sale or disposition of the shares. The registration statement became effective on November 27, 2025. F- 12 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES LIQUIDITY As of December 31, 2025, the Company had cash and cash equivalents and marketable securities of $ 39,568 and working capital of $ 25,846 . During the years ended December 31, 2025, 2024, and 2023, the Company incurred a net loss of $ 83,385 , $ 201,318 , and $ 203,693 , respectively. During the years ended December 31, 2025, 2024, and 2023, the Company used cash in operating activities of $ 30,857 , $ 48,291 , and $ 97,570 , respectively. The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. While the BlinkForward Initiative (as defined elsewhere) has substantially decreased operating expenses and cash burn, in the near future the Company needs to generate significant additional product revenues to achieve profitability. Historically, the Company has been able to raise funds to support business operations, although there can be no assurance that the Company will be successful in raising significant additional funds in the future. The Company expects that cash and cash equivalents will fund operations for at least 12 months after the issuance date of the financial statements included in this Annual Report. Historically, the Company has been able to raise funds to support its business operations. Our operations have primarily been funded through proceeds received in equity and debt financings. The Company believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds raised will enable the Company to complete its EV development initiatives or attain profitable operations. Public Offerings In December 2025, the Company completed an underwritten registered public offering of 26,666,666 shares of our common stock at a public offering price of $ 0.75 per share. The Company received approximately $ 20,000 in gross proceeds from the public offering, and approximately $ 18,526 in net proceeds after deducting the underwriting discount and offering expenses paid by the Company which were recorded as a reduction to additional paid - in capital. The public offering was made pursuant to our registration statement on Form S-1 filed with the SEC on December 4, 2025, and final prospectus dated December 10, 2025. H.C. Wainwright & Co. and Roth Capital Partners acted as co-placement agents in connection with the offering. In February 2023, the Company completed an underwritten registered public offering of 8,333,333 shares of its common stock at a public offering price of $ 12.00 per share. The Company received approximately $ 100,000 in gross proceeds from the public offering and approximately $ 95,000 in net proceeds after deducting the underwriting discount and offering expenses paid by the Company which were recorded as a reduction to additional paid - in capital. At- The- Market Offerings During the year ended December 31, 2025, the Company sold an aggregate of 681,330 shares of common stock under an “at-the-market” equity offering program for aggregate gross proceeds of $ 909 , less issuance costs of $ 18 , which were recorded as a reduction to additional paid-in capital. During the year ended December 31, 2024, the Company sold an aggregate of 8,970,010 shares of common stock under an “at-the-market” equity offering program for aggregate gross proceeds of $ 27,004 , less issuance costs of $ 608 which were recorded as a reduction to additional paid-in capital. See Note 11 – Stockholders’ Equity. BlinkForward Initiative In May 2025, the Company announced the BlinkForward Initiative as part of a broader strategic restructuring plan aimed at accelerating the Company’s path to profitability and enhancing operational efficiency. Key pillars of the BlinkForward Initiative were designed to transform the Company into a more agile and lean organization. This included a significant reduction in our global workforce, reductions in other operating, general and administrative expenses, and a shift to contract manufacturing for EV hardware to reduce overhead expenses and focus on intellectual property and customer support efforts. The transition to contract manufacturing was completed in January 2026, and Blink no longer maintains manufacturing facilities in-house. F- 13 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Blink Charging Co. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. USE OF ESTIMATES Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these consolidated financial statements include, but are not limited to, stock-based compensation, accounts receivable reserves, net realizable value of inventory, goodwill impairment analysis, the valuation allowance related to the Company’s deferred tax assets, intangible assets impairment analysis, right-of-use assets and related leases payable, derivative liabilities and the recoverability and useful lives of long-lived assets and consideration payable. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. The Company considers cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities to meet the definition of financial instruments. As of December 31, 2025 and 2024, the carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the relatively short period of time between their origination and their expected realization or payment. The carrying amount of consideration payable (excluding the amounts related to the Envoy common stock consideration payable) approximates its fair value as the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit characteristics. The common stock consideration payable related to the Envoy acquisition was settled during 2025. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist primarily of highly liquid investments such as money market funds and deposits held at major banks. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents, which is determined at the date of purchase. The Company has cash on deposit in several financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions. As of December 31, 2025 and 2024, the Company had $ 5,384 and $ 10,052 , respectively, held in foreign financial institutions. F- 14 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED RESTRICTED CASH Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded as restricted cash on the accompanying consolidated balance sheets. MARKETABLE SECURITIES The Company had marketable securities of $ 0 and $ 13,630 as of December 31, 2025 and 2024, respectively. These securities consist primarily of mutual funds and will be used for future working capital needs. The Company determines the appropriate classification of its marketable securities at the time of purchase and re-evaluates such classification as of each balance sheet date. The Company carries all “available-for-sale securities” at fair value, with unrealized gains and losses, net of tax, reported in stockholders’ equity until disposition or maturity. The Company carries all “trading securities” at fair value, with unrealized gains and losses, recorded in other income in the Company’s consolidated statements of operations. The cost of securities sold is based on the specific-identification method. There were no marketable securities as of December 31, 2025. The marketable securities were all classified as trading as of December 31, 2024. Marketable securities are stated at fair value. The below table provides supplemental information related to marketable securities: SCHEDULE OF MARKETABLE SECURITIES 2025 2024 2023 For the Years Ended December 31, 2025 2024 2023 Net gains recognized during the period on trading securities $ 39 $ 79 $ 76 Less: net gains recognized during the period on trading securities sold during the period ( 39 ) ( 40 ) ( 25 ) Unrealized gains recognized during the reporting period on trading securities still held at the reporting date $ - $ 39 $ 51 ACCOUNTS AND OTHER RECEIVABLES Accounts receivable are carried at their contractual amounts, less a provision for current expected credit losses. The reserve represents the Company’s best estimate of expected credit losses it may experience in the Company’s receivable portfolio. As of December 31, 2025 and 2024, there was an allowance for expected credit losses of $ 10,445 and $ 8,426 , respectively. Management estimates the allowance for credit losses based on an ongoing review of existing economic conditions, the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due accounts. The table below illustrates the change in the allowance for expected credit losses for the years ended December 31, 2025, 2024, and 2023. SCHEDULE OF CHANGE IN ALLOWANCE FOR EXPECTED CREDIT LOSS 2025 2024 2023 Allowance for Expected Credit Losses Beginning balance as of January 1, $ 8,426 $ 6,750 $ 2,548 Provision for credit losses 3,894 1,720 2,555 Write-offs ( 256 ) ( 44 ) 1,647 Recoveries ( 1,619 ) - - Ending balance as of December 31, $ 10,445 $ 8,426 $ 6,750 F- 15 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED INVENTORY Inventory is comprised of electric charging stations, related parts and components, sub-components, sub-assemblies and finished products. Inventory is stated at the lower of cost and net realizable value. Cost is determined by the first-in, first-out method. Inventory that is sold to third parties is included within cost of revenues and inventory that is installed on the premises of participating owner/operator properties, where the Company retains ownership, is transferred to property and equipment at the carrying value of the inventory. Cost of parts and components include the purchase and related costs incurred in bringing the products to their present location and condition. The Company periodically reviews its inventory for slow-moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value. As of December 31, 2025, the Company’s inventory was comprised of $ 5,532 of finished goods that were available for sale and $ 8,621 of raw material and work in process. As of December 31, 2024, the Company’s inventory was comprised of $ 16,987 of finished goods that were available for sale and $ 19,621 of raw material and work in process. The provisions for slow moving and obsolete inventory are included within cost of product sales on the consolidated statements of operations. The table below illustrates the change in the reserve for slow-moving or excess inventory for the years ended December 31, 2025, 2024, and 2023. SCHEDULE OF RESERVE FOR SLOW-MOVING OR EXCESS IN INVENTORY 2025 2024 2023 Inventory Reserve Beginning balance as of January 1, $ 3,129 $ 777 $ 298 Provision for slow moving and obsolete inventory 6,619 4,024 527 Write-offs - ( 1,672 ) - Other - - ( 48 ) Ending balance as of December 31, $ 9,748 $ 3,129 $ 777 F- 16 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED PROPERTY AND EQUIPMENT Property and equipment is stated at cost or fair value at the date of acquisition for property and equipment acquired in a business combination, net of accumulated depreciation and amortization which is recorded commencing at the in-service date using the straight-line method over the estimated useful lives of the assets. SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Asset Useful Lives (In Years) Electric vehicle charging stations 3 - 8 Software 3 - 7 Automobiles 3 - 5 Office and computer equipment 5 Leasehold improvements 7 - 8 Machinery and equipment 6 When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed and any resulting gain or loss is included in the consolidated statements of operations for the respective period. Minor additions and repairs are expensed in the period incurred. Major additions and repairs which extend the useful life of existing assets are capitalized and depreciated using the straight-line method over their remaining estimated useful lives. EV charging stations represent the cost, net of accumulated depreciation, of charging equipment and installation of the charging equipment that has been installed on the premises of participating owner/operator properties or are earmarked to be installed. The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by monitoring current selling prices of car charging units in the open market, the adoption rate of various auto manufacturers in the EV market and projected car charging utilization at various public car charging stations throughout its network in determining fair value. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Electric vehicle charging requirements and technologies periodically change, driven by federal, state or local regulatory authorities or by electric vehicle manufacturers or other technology or services providers for the charging station industry, in particular cellular connectivity technology. When such changes occur, the Company may need to upgrade or adapt its charging station products or introduce new products to serve new vehicles, conform to new standards, or adapt new technologies to serve existing customers or new customers at substantial research, development, and network upgrades costs. No impairment charges were recorded on property and equipment for the years ended December 31, 2025, 2024, and 2023. See Note 4 – Property and Equipment for additional details. F- 17 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED GOODWILL Goodwill is the excess of consideration paid for an acquired entity over the fair value of the amounts assigned to assets acquired, including other identifiable intangible assets, net of liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s tangible and identifiable intangible assets and liabilities. Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then the Company may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques and weights the results accordingly. The Company is required to make certain subjective and complex judgments in assessing whether goodwill may be impaired. These judgments include significant assumptions and estimates used to determine the fair value of its reporting units, such as projected revenues and related growth rates, projected operating margins and operating cash flows, discount rates, and future economic and market conditions. The Company has elected to perform its annual goodwill impairment review on November 1 of each year, initially utilizing a qualitative assessment to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount. See Note 6 - Goodwill for further information. INTANGIBLE ASSETS Identifiable intangible assets primarily include trade name, internal use software, customer relationships, internally developed technology, capitalized engineering costs and non-compete agreements. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company will compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. ASSETS HELD FOR SALE The Company initially measures an asset that is classified as held for sale at the lower of its carrying amount or fair value less costs to sell. The Company assesses the fair value of an asset less costs to sell each reporting period that it remains classified as held for sale, and reports any subsequent changes as an adjustment to the carrying amount of the asset. Assets are not depreciated or amortized while they are classified as held for sale. Underperforming Subsidiary During the first quarter of 2024, the Company’s Board of Directors approved a plan for the sale of underperforming assets of a subsidiary. On April 30, 2024, the Company entered into an agreement to sell installed and inventory charging units and the associated agreements with existing customers, hosts, and drivers. This transaction was completed and funded on July 3, 2024. As a result, the Company recorded a loss of $ 945 for the year ended December 31, 2024, which is included in operating expenses on the accompanying consolidated statements of operations. The Company elected not to present this underperforming subsidiary as discontinued operations because it is not material to the Company’s consolidated financial statements. F- 18 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED FOREIGN CURRENCY TRANSLATION The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries is the Euro, Indian Rupee, and Pound Sterling. Assets and liabilities are translated based on the exchange rates at the balance sheet date $ 1.1739 for the Euro, $ 0.0111 for the Indian Rupee and $ 1.3438 for the Pound Sterling as of December 31, 2025; $ 1.04131 for the Euro, $ .0117 for the Indian Rupee and $ 1.2551 for the Pound Sterling as of December 31, 2024. Expense accounts are translated at the weighted average exchange rate for the period $ 1.1317 for the Euro, $ 0.0115 for the Indian Rupee and $ 1.3204 for the Pound Sterling during the year ended December 31, 2025; $ 1.0439 for the Euro, $ 0.0117 for the Indian Rupee and $ 1.2852 for the Pound Sterling during the year ended December 31, 2024; $ 1.0980 for the Euro, $ 0.0120 for the Indian Rupee and $ 1.2664 for the Pound Sterling during the year ended December 31, 2023; Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income. Comprehensive income (loss) is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. Transaction gains (losses) attributable to foreign exchange were $ 1,419 , ($ 363 ), and $ 140 , and are included within general and administrative expenses during the years ended December 31, 2025, 2024, and 2023, respectively. Currency translation adjustments attributable to foreign exchange were ($ 2,886 ), ($ 3,309 ), and $ 510 during the years ended December 31, 2025, 2024, and 2023, respectively. REVENUE RECOGNITION The Company recognizes revenue primarily from four different types of contracts with customers: ● Product sales – Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time it ships the product to the customer or installation of the product. ● Charging service revenue – The Company generates charging service revenue from fees charged to users for the use of charging stations, including per-session connection fees and usage-based charges. Revenue is recognized at the point in time when a particular charging session is completed. ● Warranty – Extended warranties represent a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is recognized on a gross basis on a straight-line basis over the contract term. The Company also facilitates the sale of third-party warranties for which it acts as an agent; accordingly, revenue from third-party warranties is recognized on a net basis at the point in time of sale. Further, standard warranties are generally not accounted for as separate performance obligations as warranties do not provide a service in addition to the assurance that the charging stations will function as expected. ● Network fees and warranty – Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is recognized on a straight-line basis over the contract term. Network fees are billed annually. ● Other – Primarily related to transaction fees recognized at a point in time. Other revenues are also comprised of sales related to alternative fuel credits. ● Car-sharing services – Relate to revenues and expenses from electric vehicle-sharing and electric vehicle charging services provided to apartments, offices and hotels for use by their residents and guests and are recognized in accordance with ASC 842. Revenue is recognized over the duration of the rental agreement which are short term in nature. ● Grant and fees rebate – Grants and rebates related to EV charging stations and associated installation costs are accounted for by analogy to IAS 20 . Grant proceeds are initially deferred and recognized in revenue in a manner consistent with the terms of the grant. F- 19 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED REVENUE RECOGNITION The following table summarizes our revenue recognized in the consolidated statements of operations: SCHEDULE OF REVENUE RECOGNITION 2025 2024 2023 For the Years Ended December 31, 2025 2024 2023 ASC 606 Revenues - Recognized at a Point in Time Product sales $ 46,961 $ 81,703 $ 109,416 Charging service revenue 32,285 21,445 15,646 Warranty 1,449 1,535 - Other 3,113 1,535 1,026 Total Revenues - Recognized at a Point in Time 83,808 106,218 126,088 ASC 606 Revenues - Recognized Over a Period of Time: Network fees 12,200 7,952 7,481 Warranty 2,393 4,151 3,258 Total Revenues - Recognized Over a Period of Time 14,593 12,103 10,739 ASC 842 - Revenues Car-sharing services 4,809 4,667 3,302 Revenues - Other Grant and rebate 310 1,049 469 Total Revenue $ 103,520 $ 124,037 $ 140,598 F- 20 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED REVENUE RECOGNITION – CONTINUED The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. Payment terms are generally thirty days. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. The Company recognizes revenue from numerous contracts with multiple performance obligations. For these contracts, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price of the product or service underlying each performance obligation. The standalone selling price represents the observable price for which the Company would sell the product or service to a customer on a standalone basis (i.e., not sold as a bundled sale with any other products or services). The allocation of transaction price among separate performance obligations may impact the timing of revenue recognition but will not change the total revenue recognized on the contract. As of December 31, 2025, the Company had $ 17,282 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue on the consolidated balance sheets. The Company expects to satisfy $ 12,137 of its remaining performance obligations for network fees, warranty revenue, product sales, and other and recognize the revenue within the next twelve months. As of December 31, 2024, the Company had $ 22,138 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue on the consolidated balance sheets. The Company has elected to apply the practical expedient to expense costs to obtain contracts at the time the liability is incurred when the expected amortization period is one year or less. During the years ended December 31, 2025, 2024, and 2023, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods as specified by ASC 606-10-50-12A. During the years ended December 31, 2025, 2024, and 2023, the Company recognized $ 744 , $ 211 , and $ 214 , respectively, of revenue related to alternative fuel credits, which is included within other revenue on the consolidated statements of operations. F- 21 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED REVENUE RECOGNITION – CONTINUED Car-sharing services relate to revenues and expenses from electric vehicle-sharing and electric vehicle charging services provided to apartments, offices and hotels for use by their residents and guests and are recognized in accordance with ASC 842. The Company provides electric vehicles to be available for use and the contracting locations are invoiced on a monthly or quarterly basis under the terms of the agreement signed with each respective customer. Revenue is also derived from parties who schedule use of electric vehicles that are not provided specifically for exclusive use to a particular customer under an ongoing existing contractual arrangement. The Company accounts for such rentals as operating leases. The lease terms are included in the Company’s contracts, and the determination of whether the Company’s contracts contain leases generally does not require significant assumptions or judgments. The Company’s lease revenues do not include material amounts of variable payments. The Company does not provide an option for the lessee to purchase the rented vehicle at the end of the lease. The Company is unsure of when the customer will return the vehicles. As such, the Company does not know how much the customer will owe upon return of the vehicle and, therefore, cannot provide a maturity analysis of future lease payments. The Company’s vehicles are generally rented for short periods of time (generally a few hours). Lessees do not provide residual value guarantees on rented vehicles. The Company’s vehicles are typically rented for the majority of the time that the Company owns or leases the underlying vehicle. GOVERNMENT GRANTS The Company receives grants from federal, state, and foreign government agencies related to capital investments in electric vehicle charging equipment The Company’s accounting policy is to analogize to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, under IFRS Accounting Standards. Under IAS 20, once it is reasonably assured that the entity will comply with the conditions of the grant, the grant money should be recognized on a systematic basis over the periods in which the entity recognizes the related expenses or losses for which the grant money is intended to compensate. The Company recognizes grants once it is probable that both of the following conditions will be met: (1) the Company is eligible to receive the grant and (2) the Company is able to comply with the relevant conditions of the grant. Government grants whose primary condition is the purchase, construction, or acquisition of a long-lived asset are considered asset-based grants and are recognized as a liability. Other government grants not related to long-lived assets are considered income-based grants, which are initially recognized as “Government grants receivable” and are also recognized as a reduction to the related cost of activities that generated the benefit. Proceeds received from asset-based grants are presented as cash inflows from investing activities on the consolidated statements of cash flows, whereas proceeds received from income-based grants are presented as cash inflows from operating activities. Private and government grants and rebates related to EV charging stations and their installation are deferred and amortized in a manner consistent with the recognition of the related depreciation expense of the related asset over their useful lives. Grant receivables are included within prepaid expenses and other current assets on the Company’s consolidated balance sheets. Current liabilities related to government grants are included within accounts payable, accrued expenses and other current liabilities, and non-current liabilities related to government grants are included within other liabilities. As of December 31, 2025, the Company had government grant receivables of $ 0 and government grant liabilities of $ 11,067 , of which $ 2,869 were current and $ 8,198 were non-current. As of December 31, 2024, the Company had government grant receivables of $ 1,129 and government grant liabilities of $ 7,327 , of which $ 1,784 were current and $ 5,543 were non-current. During the years ended December 31, 2025, 2024, and 2023, government grants of $ 3,236 $ 1,129 and $ 0 respectively, were recognized as a reduction to depreciation expense on the consolidated statements of operations. ADVERTISING COSTS The Company participates in various advertising programs. All costs related to advertising of the Company’s products and services are expensed in the period incurred. Advertising costs charged to operations for the years ended December 31, 2025, 2024, and 2023 were $ 1,606 , $ 2,266 , and $ 2,321 , respectively, and are included in general and administrative expenses on the consolidated statements of operations. CONCENTRATIONS As of December 31, 2025, accounts receivable from a significant customer was 18 % of total accounts receivable and accounts receivable from another significant customer was 11 % of accounts receivable. As of December 31, 2024, accounts receivable from a significant customer was 12 % of total accounts receivable. As of December 31, 2025 and 2024, accounts payable to a significant vendor was approximately 12 % of accounts payable. During the year ended December 31, 2025, revenue from a significant customer represented 10 % of total revenue. During the year ended December 31, 2025 and 2024, the Company made purchases from a significant supplier that represented 12 % of total purchases. During the years ended December 31, 2023, the Company made purchases from another significant supplier that represented 24 % of total purchases. F- 22 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED STOCK-BASED COMPENSATION The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and then is recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The Company computes the fair value of equity-classified warrants and options granted using the Black-Scholes option pricing model. LEASES The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment and finance lease liabilities on the consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company provides charging services at designated locations on the host’s property at which the charging station is situated. In consideration thereof, the host shares in the monthly revenue generated by the charging station on a percentage basis. As the charging station monthly revenue generated is variable, the host’s monthly revenue derived there from is similarly variable. These arrangements contain embedded lease arrangements to place charging equipment in designated space located on the host’s site in exchange for variable lease payments based on revenue-sharing provisions, which are expensed as incurred in host provider fees in the accompanying consolidated statements of operations. The Company has elected the practical expedient to not separate non-lease components from lease components in the measurement of liabilities for all asset classes. The Company expenses variable lease payments as incurred. INCOME TAXES The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. As of December 31, 2025 and 2024, the Company maintained a full valuation allowance against its deferred tax assets, since it is more likely than not that the future tax benefit on such temporary differences will not be realized. The Company recognizes the tax benefit from an uncertain income tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement by examining taxing authorities. The Company has open tax years going back to 2021 (or the tax year ended December 31, 2009 if the Company were to utilize its NOLs) which will be subject to audit by federal and state authorities upon filing. The Company’s policy is to recognize interest and penalties accrued on uncertain income tax positions in interest expense in the Company’s consolidated statements of operations. As of December 31, 2025 the Company had no unrecognized tax benefits. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. F- 23 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED NET LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION 2025 2024 2023 For the Years Ended December 31, 2025 2024 2023 Warrants 3,245,059 - 1,150,152 Options - - 982,844 Restricted stock units 1,474,443 1,160,667 - Total potentially dilutive shares 4,719,502 1,160,667 2,132,996 In addition, 1,932,682 and 1,150,152 warrants for the years ended December 31, 2025 and 2024, respectively, and 496,600 and 986,165 options for the years ended December 31, 2025 and 2024, respectively, were excluded from the above table because their exercise prices exceeded the average market price of the Company’s common stock during the respective periods, and would have been anti-dilutive regardless of the Company’s net loss position. RECLASSIFICATIONS Certain prior year balances have been reclassified to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. COMMITMENTS AND CONTINGENCIES Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. F- 24 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED RECENTLY ISSUED ACCOUNTING STANDARDS In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company does not expect the adoption of this pronouncement to have a material impact on its consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40), which requires additional disclosures in the footnotes that disaggregate certain expenses presented on the face of the income statement. This standard is effective for the Company’s annual reporting period beginning January 1, 2027 and interim reporting periods beginning January 1, 2028. Retrospective application to comparative periods is optional, and early adoption is permitted. The Company is currently evaluating the effects of adopting this new accounting guidance on its consolidated financial statements and related disclosures. In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient that permits entities to assume that current economic conditions as of the balance sheet date will remain unchanged over the remaining life of current accounts receivable and current contract assets when developing reasonable and supportable forecasts for estimating expected credit losses under ASC 326. The ASU is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted. The amendments are to be applied prospectively. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU modernizes the accounting guidance for internal-use software by eliminating the previous project-stage model and replacing it with a “probable-to-complete” threshold. It also relocates and supersedes the guidance for website development costs (previously in Subtopic 350-50) into Subtopic 350-40, and requires entities to apply the presentation and disclosure requirements in Subtopic 360-10 to capitalized internal-use software costs regardless of how those costs are presented in the financial statements. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures. In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer. This ASU refines the scope of Topic 815 to exclude certain contracts whose underlyings are based on operations or activities specific to one of the parties, rather than on general market variables, and clarifies the accounting for share-based noncash consideration received from a customer under Topic 606. The amendments specify that an entity should apply the revenue guidance to share-based consideration until the right to receive or retain that consideration becomes unconditional, at which point subsequent changes in fair value are recognized outside of revenue. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures. In September 2025, the FASB issued ASU 2025-08, Derivatives and Hedging (Topic 815): Clarifications on Scope and Application. This ASU provides targeted clarifications to the scope and application of Topic 815, including refinements related to the assessment of whether certain contracts meet the definition of a derivative. The amendments are intended to reduce complexity and diversity in practice by clarifying existing guidance rather than introducing new accounting requirements. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods. Early adoption is permitted. The Company is currently assessing the impact that adoption of this ASU will have on its consolidated financial statements and related disclosures. In October 2025, the FASB issued ASU 2025-09, Financial Instruments (Topic 825): Targeted Disclosure Improvements. This ASU enhances existing disclosure requirements related to financial instruments, including clarifications and refinements intended to improve the relevance and transparency of information provided to financial statement users. The amendments focus primarily on disclosure presentation and do not change the recognition or measurement of financial instruments. The amendments are effective for annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this ASU will have on its consolidated financial statements and related disclosures. In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which adds guidance on the recognition, measurement and presentation of government grants. The new standard is effective for fiscal years beginning after December 15, 2028. Early adoption is permitted. The Company has previously analogized to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, to account for refundable tax credits as an income grant. The Company’s existing policy on grants under IAS 20 aligns with the updated guidance, and the Company does not expect a material effect on its consolidated financial statements upon adoption. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU clarifies and reorganizes interim reporting disclosure requirements by introducing a disclosure principle that requires entities to disclose significant events and changes in circumstances that occur during interim periods. The amendments are intended to improve the consistency, usefulness, and understandability of interim financial reporting by focusing disclosures on matters that are material to an understanding of the entity’s financial position, cash flows, and results of operations. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this ASU will have on its consolidated financial statements and related disclosures. RECENTLY ADOPTED ACCOUNTING STANDARDS In August 2023, the FASB issued ASU 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, under which an entity that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting Standards Codification (“ASC”) master glossary is required to apply a new basis of accounting upon the formation of the joint venture. Specifically, the ASU provides that a joint venture or a corporate joint venture (collectively, “joint ventures”) must initially measure its assets and liabilities at fair value on the formation date. The amendments are effective for all joint ventures within the ASU’s scope that are formed on or after January 1, 2025. The Company adopted this pronouncement on January 1, 2025. The adoption did not have a material impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . ASU No. 2023-09 requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows. The Company adopted ASU No. 2023-09 as of January 1, 2025 on a prospective basis and have included the relevant disclosures in Note 12, Income Taxes. F- 25 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 3. BUSINESS COMBINATIONS ZEMETRIC, INC. On July 7, 2025, Blink Charging Co. entered into a Stock Purchase Agreement (“SPA”) with the shareholders of Zemetric, Inc. (“Zemetric”), a Delaware corporation. Under the terms of the SPA, Blink acquired 100 % of the issued and outstanding shares of common stock of Zemetric, thereby obtaining control of Zemetric and its subsidiaries, Zemetric EV Solutions Private Limited and Evy Energy Private Limited, both organized under the laws of India. The Company acquired Zemetric in order to acquire Level 2 charging hardware technology that enhances and complements the Company’s existing product portfolio. Under the terms of the SPA, the aggregate acquisition consideration totaled approximately $ 3,595 , comprised of: (i) $ 207 (net of cash acquired of $ 43 ) in cash paid at closing; (ii) 1,462,841 shares of the Company’s common stock with an aggregate fair value of $ 1,151 (“Common Stock Consideration”), and (iii) earn-out payments with an aggregate value up to $ 3,438 , payable, at the Company’s sole discretion, in additional shares of the Company’s common stock, cash, or a combination thereof, contingent upon the achievement of specified milestones pursuant to the SPA. No portion of the earn-out shall be payable unless the applicable milestone is met, and any underachievement shall reduce the corresponding earn-out proportionally. In the event the milestones exceed 100% of the specified targets, the Company agrees to issue additional earn-out consideration capped at a maximum of 100% or $ 3,438 . As of December 31, 2025, 61,598 shares of common stock issuable in connection with the Common Stock Consideration have not been issued. The Company has accrued for this obligation of December 31, 2025. See Note 7 - Accrued Expenses for additional details. The earn-outs are contingent upon the achievement of certain revenue, gross profit, operational and performance targets over the 18-month period following the closing date. The earn-out is classified as a liability because it may be settled in a variable number of restricted shares and, therefore, does not meet the criteria for equity classification under ASC 815-40. The Company engaged a third-party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities assumed for Zemetric. During the year ended December 31, 2025, the Company completed its analysis of the purchase price allocation related to the Zemetric acquisition. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Purchase Price Allocation Purchase Consideration: Cash (net of cash acquired of $ 43 ) $ 207 Common stock consideration 1,151 Earn-out liabilities 2,194 Total Purchase Consideration $ 3,552 Less: Trade names $ 162 Customer relationships 6 Developed technology 1,541 Property and equipment 6 Non-compete agreements 62 Note payable-related party ( 114 ) Net working capital 147 Fair Value of Identified Net Assets $ 1,810 Remaining Goodwill Value $ 1,742 F- 26 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 3. BUSINESS COMBINATION – CONTINUED ZEMETRIC, INC. – CONTINUED The components of net working capital are as follows: Purchase Price Allocation Current assets: Accounts receivable 176 Inventory 119 Other current assets 6 Total current assets $ 301 Less current liabilities: Accounts payable $ 123 Accrued expenses 24 Deferred revenue 7 Total current liabilities $ 154 Net working capital $ 147 The Company utilized the relief-from-royalty method to determine the fair value of the acquired trade names. This method estimates the value a market participant would be willing to pay in royalties if it did not own the assets and had to license them from a third party. The fair value was calculated by applying an estimated royalty rate to projected revenues associated with the assets and discounting the resulting royalty savings to present value using an appropriate discount rate. The trade names were assigned an estimated useful life of 13 years. When determining the fair value of developed technology, a form of an income approach, known as the multi-period excess earnings method, was used. The fair value was determined by calculating the present value of estimated future operating cash flows generated from the technology, less costs to realize the revenue. The Company applied a discount rate of 30 % , which reflected the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows. Other significant assumptions used to estimate the fair value of the developed technology include an assumed income tax rate of 26 % . The developed technology was assigned a useful life of five years for hardware and three years for software. When determining the fair value of customer relationships, the Company applied the distributor method, a form of the income approach, which is based on a discounted cash flow model. The model incorporated an assumed income tax rate of 26 % and a discount rate of approximately 30 %, reflecting the risk profile of the underlying assets. The resulting useful life of customer relationships was estimated at 5.3 years. The fair value of the non-compete agreements was determined using a discounted cash flow model based on the expected benefit of reducing competition during the restricted period. Key assumptions included a discount rate of 30 % and an income tax rate of 26 %. The non-compete agreements were assigned a useful life of two years . The fair value of working capital accounts was determined to approximate their carrying values due to the short-term nature of the underlying assets and liabilities. The fair value of property and equipment was estimated using the cost approach, which measures fair value based on current replacement cost adjusted for physical and functional depreciation. Assumptions included replacement cost new, estimated remaining useful life, and physical deterioration factors. F- 27 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 3. BUSINESS COMBINATION – CONTINUED ZEMETRIC, INC. – CONTINUED The fair value of the earn-out liabilities was estimated using a Monte Carlo simulation and a probability weighted expected return model that considered the probability of achieving various operational and revenue milestones. The valuation incorporated risk-adjusted discount rates ranging from approximately 4% to 28% and a 13% liquidity discount to reflect the unregistered status of the shares to be issued upon settlement. Significant increases or decreases in projected revenues or gross margins could materially affect the estimated fair value of the earn-out liabilities. Goodwill was recorded for the amount by which the purchase price exceeded the fair value of the net assets acquired, and the amount is attributable to the assembled workforce and the synergies expected to be realized through the integration of Zemetric with the Company’s existing product offerings. Goodwill of $ 1,742 resulting from the acquisition of Zemetric is not expected to be deductible for income tax purposes. The consolidated financial statements of the Company include the results of operations of Zemetric from July 7, 2025 (the acquisition date) through December 31, 2025 and do not include results of operations for periods prior to July 7, 2025. The results of operations of Zemetric from July 7, 2025 through December 31, 2025 included revenues of approximately $ 14 and net loss of approximately $ 40 . Acquisition-related costs were immaterial. F- 28 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 3. BUSINESS COMBINATION – CONTINUED ENVOY TECHNOLOGIES, INC. On April 18, 2023, the Company, Blink Mobility, LLC, a California limited liability company and wholly-owned subsidiary of the Company (“Mobility”), and Mobility Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Mobility (“Merger Sub”), entered into and, after all parties met the closing conditions, consummated the transactions contemplated under an Agreement and Plan of Merger, dated as of April 18, 2023 (the “Acquisition Agreement”), with Envoy Technologies, Inc., a Delaware corporation (“Envoy”). Pursuant to the Acquisition Agreement, Merger Sub merged with and into Envoy, whereupon the separate corporate existence of Merger Sub ceased, and Envoy was the surviving corporation of the merger and a wholly-owned subsidiary of Mobility (the “Acquisition”). The Company acquired Envoy to enter the EV private rideshare market with the expectation to create incremental opportunities to deploy and sell Blink charging solutions. Under the terms of the Acquisition Agreement, the acquisition consideration was up to $ 35,500 , paid as follows: (i) $ 6,000 in cash paid upon the closing of the Acquisition Agreement (the “Closing”); (ii) a promissory note of Mobility in the principal amount of $ 5,000 which bears interest at a rate of 6 % per annum and becomes due 12 months from Closing; (iii) a promissory note of Mobility in the principal amount of $ 2,000 which bears interest at a rate of 6 % per annum and becomes due 18 months from Closing; and (iv) (a) in the event of an initial public offering or direct listing of Mobility or Mobility’s successor within 24 months after the Closing (and shares of common stock of the Company are not issued in lieu thereof), $18,500, $21,000 or $22,500 worth of shares of common stock of Mobility or Mobility’s successor, depending on the timing of such offering or listing, (b) in the event there is no initial public offering or direct listing of Mobility or Mobility’s successor within 24 months after the Closing, $21,000 worth of shares of common stock of the Company, or (c) at the Company’s option, a combination of cash and common stock of the Company with an aggregate value of $21,000. The aggregate purchase price was $ 30,900 , which included working capital deficit of $ 1,595 and closing date cash of $ 19 . The fair value of the consideration paid in the acquisition consisted of: (a) $6,000 in cash ($4,679 was paid at Closing and $1,321 was paid prior to Closing in the form of a note receivable); (b) $6,782 in aggregate promissory notes; and (c) $18,118 in common stock of Mobility subject to the conditions described above. The payment of shares of common stock of Mobility or Mobility’s successor, if any, would be based on the public offering price per share of such stock in the initial public offering. The payment of shares of common stock of the Company, if any, would be based on the average of the daily-weighted average prices for such stock on each of the 60 days ending on the day prior to issuance thereof. The Company engaged a third-party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities assumed for Envoy. F- 29 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 3. BUSINESS COMBINATION – CONTINUED ENVOY TECHNOLOGIES, INC. – CONTINUED SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Purchase Price Allocation Purchase Consideration: Cash $ 6,000 Deferred cash consideration 6,782 Common stock 18,118 Total Purchase Consideration $ 30,900 Less: Trade name $ 166 Customer relationships 1,925 Internally developed technology 175 Non-compete agreements 11 Property and equipment 1,802 Other assets 52 Notes payable- non current portion ( 24 ) Lease liability- non current portion ( 1,730 ) Debt-free net working capital deficit ( 1,595 ) Fair Value of Identified Net Assets $ 782 Remaining Unidentified Goodwill Value $ 30,118 In connection with the acquisition of Envoy, the Company acquired intangible assets in the form of a trade name, customer relationships, internally developed technology and non-compete agreements. The Company used the relief from royalty method when determining the fair value of the acquired trade name and internally developed technology. The fair value was determined by applying an estimated royalty rate to revenues, measuring the value the Company would pay in royalties to a market participant if it did not own the trade name and internally developed technology and had to license it from a third party. The trademark was assigned a useful life of 2 years and the internally developed technology was assigned a useful life of 3 years. When determining fair value of customer relationships, a form of an income approach, known as the multi period excess earnings method was used. The fair value was determined by calculating the present value of estimated future operating cash flows generated from the existing customers less costs to realize the revenue. The Company applied a discount rate of 21 %, which reflected the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows. Other significant assumptions used to estimate the fair value of the customer contracts include an assumed income tax rate of 26 %. Customer relationships were assigned a useful life of 5.3 years. The Company used a discounted cash flow model when determining the fair value of the non-compete agreements. Significant assumptions included a discount rate of 21 % and an assumed income tax rate of 26 %. The non-compete agreements were assigned a useful life of 2 years. The fair value of working capital accounts were determined to be the carrying values due to the short-term nature of the assets and liabilities. The fair value of property and equipment was estimated by applying the cost approach. The cost approach uses the replacement or reproduction cost as an indicator of fair value. The assumptions of the cost approach include replacement cost new, projected capital expenditures, and physical deterioration factors including economic useful life, remaining useful life, age, and effective age. F- 30 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 3. BUSINESS COMBINATIONS – CONTINUED ENVOY TECHNOLOGIES, INC. – CONTINUED The components of debt free net working capital deficit are as follows: Purchase Price Allocation Current assets: Cash $ 19 Accounts receivable 391 Prepaid expenses and other current assets 254 Total current assets $ 664 Less current liabilities: Accounts payable $ 853 Current portion of lease liability 591 Current portion of notes payable 7 Deferred revenue 229 Accrued expenses and other current liabilities 579 Total current liabilities $ 2,259 Net working capital deficit $ ( 1,595 ) Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition. Goodwill of $ 30,118 from the acquisition of Envoy is not expected to be deductible for income tax purposes. The consolidated financial statements of the Company include the results of operations of Envoy from April 18, 2023 to December 31, 2023 and do not include results of operations for periods prior to April 18, 2023. The results of operations of Envoy from April 18, 2023 to December 31, 2023 included revenues of $ 2,743 and a net loss of $ 2,620 . The following table presents the unaudited pro forma consolidated results of operations for the years ended December 31, 2023 as if the acquisition of Envoy occurred at the beginning of fiscal year 2022. The pro forma information provided below is compiled from the preacquisition financial information of Envoy and includes pro forma adjustments to give effect to (i) interest expense related to notes issued as consideration and (ii) amortization expense associated with the acquired intangible assets. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually been acquired at the beginning of fiscal year 2022 or (ii) future results of operations. SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS For the Year Ended December 31, 2023 (Unaudited) Revenues $ 140,765 Net loss $ ( 204,949 ) As of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition. Acquisition-related costs of $ 356 expensed as incurred and are recorded within general and administrative expenses on the consolidated statements of operations. F- 31 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 4. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2025 2024 EV charging stations $ 53,456 $ 42,419 Software 3,628 3,294 Automobiles 536 1,979 Office and computer equipment 2,994 2,750 Leasehold improvements 1,974 2,001 Machinery and equipment 1,169 1,128 Property and equipment, gross 63,757 53,571 Less: accumulated depreciation ( 21,066 ) ( 16,190 ) Property and equipment, net $ 42,691 $ 37,381 Depreciation and amortization expense related to property and equipment was $ 4,876 , $ 6,841 , and $ 4,885 for the years ended December 31, 2025, 2024, and 2023, respectively, of which, $ 4,055 , $ 5,643 and $ 4,250 , respectively, was recorded within cost of revenues in the accompanying consolidated statements of operations. The remaining depreciation expense of $ 820 , $ 1,198 , and $ 635 was included within general and administrative expenses during the years ended December 31, 2025, 2024, and 2023, respectively. During the years ended December 31, 2025, 2024, and 2023, the Company disposed of property and equipment which resulted in a loss (gain) on disposal of $ 3,112 , $ 1,969 and ($ 11 ), respectively. The losses on disposals were due to the normal course of business and were included within general and administrative expenses in the consolidated statements of operations. During the years ended December 31, 2025, 2024, and 2023, the Company transferred charging stations of $ 1,919 , $ 6,242 , and $ 1,786 from inventory into property and equipment. During the year ended December 31, 2024, the Company sold approximately 10,000 square feet of office space in Miami Beach, Florida for approximately $ 3,425 of proceeds. In connection with the sale, the Company recorded a loss on sale of $ 459 within general and administrative expenses during the year ended December 31, 2024. F- 32 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 5. INTANGIBLE ASSETS Intangible assets consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Internal Use Software Capitalized Engineering Costs Trade Name and Patents Customer Relationships Internally Developed Technology Non-Compete Agreements Accumulated Amortization Total Balance as of January 1, 2024 $ 1,245 $ 1,265 $ 2,805 $ 18,224 $ 4,804 $ 1,730 $ ( 13,775 ) $ 16,298 Amortization expense - - - - - - ( 5,910 ) ( 5,910 ) Balance as of December 31, 2024 1,245 1,265 2,805 18,224 4,804 1,730 ( 19,685 ) 10,388 Intangible assets beginning balance 1,245 1,265 2,805 18,224 4,804 1,730 ( 19,685 ) 10,388 Additions - 19 162 6 1,541 - - 1,728 Impairment - - ( 166 ) ( 1,925 ) ( 175 ) ( 11 ) 1,515 ( 762 ) Amortization expense - - - - - - ( 4,720 ) ( 4,720 ) Balance as of December 31, 2025 $ 1,245 $ 1,284 $ 2,801 $ 16,305 $ 6,170 $ 1,719 $ ( 22,890 ) $ 6,634 Intangible assets ending balance $ 1,245 $ 1,284 $ 2,801 $ 16,305 $ 6,170 $ 1,719 $ ( 22,890 ) $ 6,634 Weighted average remaining amortization period at December 31, 2025 (in years) 2.3 3.8 12.7 1.5 4.6 0.0 Useful Lives 3 - 5 Years 6 Years 13 - 17 Years 5 Years 5 Years 2 Years SCHEDULE OF CHANGES IN ACCUMULATED AMORTIZATION Internal Use Software Capitalized Engineering Costs Trade Name and Patents Customer Relationships Internally Developed Technology Non-Compete Agreements Accumulated Amortization Balance as of January 1, 2024 $ 721 $ - $ 2,092 $ 6,592 $ 2,729 $ 1,641 $ 13,775 Amortization expense 24 745 684 2,926 1,444 87 5,910 Balance as of December 31, 2024 745 745 2,776 9,518 4,173 1,728 19,685 Impairment - - ( 166 ) ( 1,178 ) ( 160 ) ( 11 ) ( 1,515 ) Intangible assets excluding goodwill beginning balance 745 745 2,776 9,518 4,173 1,728 19,685 Amortization expense 288 345 35 3,341 709 2 4,720 Balance as of December 31, 2025 $ 1,033 $ 1,090 $ 2,645 $ 11,681 $ 4,722 $ 1,719 $ 22,890 Intangible assets excluding goodwill ending balance $ 1,033 $ 1,090 $ 2,645 $ 11,681 $ 4,722 $ 1,719 $ 22,890 Amortization expense during the years ended December 31, 2025, 2024, and 2023 were $ 4,720 , $ 5,910 , and $ 7,556 , respectively. Amortization expense is included within general and administrative expense during the years ended December 31, 2025, 2024, and 2023. The Company determined that the carrying value of certain intangible assets had exceeded its undiscounted cash flows and, as a result, recorded an intangible asset impairment charge of $ 762 , $ 0 , and $ 5,143 in the consolidated statements of operations during the years ended December 31, 2025, 2024, and 2023, respectively. See Note 3 - Business Combination for additional details. The estimated future amortization expense is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE For the Years Ending December 31, Total 2026 $ 3,599 2027 1,927 2028 481 2029 336 2030 175 Thereafter 116 Finite-lived intangible assets, net $ 6,634 F- 33 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 6. GOODWILL Goodwill Impairment Assessment — Year Ended December 31, 2025 In connection with the Company’s annual goodwill impairment assessment on November 1, 2025, management evaluated each reporting unit with a goodwill balance for indicators of impairment. As of the assessment date, goodwill was allocated to two reporting units: Legacy Blink ($ 1,742 , arising from the acquisition of Zemetric, Inc. in July 2025) and Mobility ($ 17,897 ). The Blink UK and Blue Corner reporting units had no remaining goodwill as of the assessment date, having been fully impaired as of December 31, 2024. For the Legacy Blink reporting unit, given the recency of the arm’s-length acquisition and the absence of adverse qualitative indicators, management concluded that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount. For the Mobility reporting unit, management’s qualitative assessment identified multiple adverse factors indicating that it was more likely than not that the fair value of the reporting unit was less than its carrying amount. These factors included: (i) continued operating losses and limited revenue growth relative to expectations at the time of the Envoy acquisition; (ii) a strategic realignment following changes in executive leadership, pursuant to which management determined that the Mobility business is no longer aligned with the Company’s core EV charging infrastructure objectives; and (iii) the receipt of multiple non-binding expressions of interest from third parties to acquire the Mobility business at values substantially below its carrying amount. These indications of value reflected the pricing that willing market participants would ascribe to the reporting unit in an orderly transaction and, together with management’s willingness to engage at those levels, provided sufficient market-based evidence to measure the impairment. Based on this evidence, the Company concluded that the reporting unit’s carrying value exceeded its fair value by more than the total amount of goodwill allocated to the Mobility reporting unit. As a result, the Company recorded impairment of goodwill of $ 17,897 during the year ended December 31, 2025. The impairment charge is included in operating expenses in the accompanying consolidated statements of operations. Goodwill Impairment Assessments — Years Ended December 31, 2024 and 2023 During the years ended December 31, 2024 and 2023, the Company considered the decline in its stock price to be an indicator of impairment and, accordingly, performed a quantitative impairment assessment of its goodwill and intangible assets on the dates where such indicators of impairment were identified in addition to performing its annual goodwill impairment analysis. This assessment involved comparing the estimated fair value of each of its reporting units to the reporting unit’s carrying value, inclusive of the goodwill balance allocated to the reporting unit. Estimation of the fair value of each reporting unit involved the projection of discounted future cash flows using certain assumptions that are subjective in nature, including assumptions related to historical and market growth rates and gross margin improvements, as well as future operating expense synergies and optimization, among other factors. Based on its analysis, the Company determined that the carrying value exceeded the estimated fair value in all reporting units. Consequently, the Company recognized a goodwill impairment charge of $ 126,984 and $ 89,087 in the consolidated statements of operations during the years ended December 31, 2024 and 2023 respectively. F- 34 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 6. GOODWILL – CONTINUED Changes in goodwill by reporting unit as of December 31, 2025 and 2024 were as follows: SCHEDULE OF GOODWILL Legacy Blink Mobility Blue Corner Blink UK Total Balance as of January 1, 2024 $ 117,345 $ 27,536 $ - $ - $ 144,881 Impairment expense ( 117,345 ) ( 9,639 ) - - ( 126,984 ) Balance as of December 31, 2024 - 17,897 - - 17,897 Beginning Balance - 17,897 - - 17,897 Additions 1,742 - - - 1,742 Impairment expense - ( 17,897 ) - - ( 17,897 ) Balance as of December 31, 2025 $ 1,742 $ - $ - $ - $ 1,742 Ending Balance $ 1,742 $ - $ - $ - $ 1,742 Cumulative impairment of goodwill by reporting unit as of December 31, 2025 and 2024 was as follows: SCHEDULE OF CHANGES IN ACCUMULATED IMPAIRMENT Legacy Blink Mobility Blue Corner Blink UK Accumulated Impairment Balance as of January 1, 2024 $ 58,530 $ 2,926 $ 16,644 $ 10,987 $ 89,087 Impairment expense 117,345 9,639 - - 126,984 Balance as of December 31, 2024 175,875 12,565 16,644 10,987 216,071 Beginning Balance 175,875 12,565 16,644 10,987 216,071 Impairment expense - 17,897 - - 17,897 Balance as of December 31, 2025 $ 175,875 $ 30,462 $ 16,644 $ 10,987 $ 233,968 Ending Balance $ 175,875 $ 30,462 $ 16,644 $ 10,987 $ 233,968 7. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accounts payable, accrued expenses and other current liabilities consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 2025 2024 December 31, 2025 2024 Accounts payable $ 28,404 $ 28,888 Accrued professional, board and other fees 3,239 1,644 Accrued wages 2,723 3,487 Warranty payable 1,277 1,721 Accrued income, property and sales taxes payable 2,780 972 Accrued purchases 3,343 - Other accrued expenses 2,607 379 Government grant liabilities 2,869 1,784 Total accrued expenses $ 47,242 $ 38,875 F- 35 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 8. NOTES PAYABLE AND CONSIDERATION PAYABLE SEMACONNECT- NOTES PAYABLE Amendment to Merger Agreement In connection with the Company’s acquisition of SemaConnect in June 2022 pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), the Company agreed to pay $ 40,600 in deferred merger consideration (the “Deferred Merger Consideration”), plus accrued interest, to the former stockholders of SemaConnect. On August 4, 2023, the Company entered into an amendment to the Merger Agreement to modify the payment terms of the Deferred Merger Consideration. Under the amended terms, the Company agreed to pay: (a) within 15 days following the consummation of a financing transaction or series of related transactions in excess of $150,000 since the June 2022 closing, $ 12,500 of the outstanding Deferred Merger Consideration in cash to the former stockholders; and (b) within 15 days following the consummation of any financing transaction or series of related transactions in excess of $250,000 since the closing, fifty cents of every dollar of proceeds received by the Company in excess of $250,000 to repay the Deferred Merger Consideration until paid in full. The amendment also: (i) accelerated the maturity date from June 13, 2025 to April 1, 2025; (ii) increased the interest rate from 7% to 9.5% per annum (with 50% payable in cash and 50% payable in-kind); and (iii) provided each stockholder with the right to convert its outstanding Deferred Merger Consideration (after the initial $12,500 payment) into shares of the Company’s common stock at a conversion price equal to 126% of the seven-day average stock price prior to the amendment date, subject to a cap that prevents the issuance of shares equal to or in excess of 20% of the Company’s outstanding common stock. The payment obligations were guaranteed by all of the Company’s U.S. subsidiaries and secured by a security interest on all assets of the Company and its U.S. subsidiaries. In consideration for the amendment, the Company issued 158,372 shares of common stock valued at $ 1,000 as a consent fee to the stockholders’ representative, which was recognized as a loss on extinguishment of debt in accordance with ASC 470 during the year ended December 31, 2023. The Company also recognized $ 50 of reimbursable legal fees as a debt discount, which was amortized through interest expense over the term of the note. During the year ended December 31, 2024, the Company repaid the remaining principal balance of $ 31,354 due under this note as well as paid $ 1,139 of accrued interest. The amounts were previously included within consideration payable on the consolidated balance sheets. OTHER NOTES PAYABLE In connection with the SemaConnect and EB acquisitions, the Company had also assumed certain notes payable; however, $ 9,292 of principal were subsequently repaid during the year ended December 31, 2023. ENVOY – CONSIDERATION PAYABLE In connection with the Envoy acquisition, the Company issued notes payable as part of the merger consideration. See Note 3 – Business Combinations for details. During the year ended December 31, 2024, the Company repaid the remaining principal balance of $ 6,527 due under this note as well as paid $ 297 of accrued interest. The amounts were previously included within consideration payable on the consolidated balance sheets. See Note 10 – Fair Value Measurement for additional details related to the settlement of the common stock consideration payable. F- 36 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 9. DEFERRED REVENUE The Company records deferred revenue when cash payments are received or billings are due in advance of the Company’s satisfaction of performance obligations under its contracts with customers. The Company’s deferred revenue primarily relates to prepaid network fees and extended warranty. The Company expects to recognize the $ 17,282 deferred revenue balance as of December 31, 2025 as follows: approximately $ 12,100 during the year ending December 31, 2026; approximately $ 3,800 during the year ending December 31, 2027; approximately $ 1,300 during the year ending December 31, 2028; and the remaining balance thereafter through 2029. The expected timing of recognition is based on the contractual service periods of the underlying arrangements. Actual recognition may differ from these estimates as a result of changes in customer contracts or early termination of service arrangements. During the year ended December 31, 2025, the Company recognized $ 8,790 of revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2024. During the year ended December 31, 2024, the Company recognized $ 10,595 of revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2023. During the year ended December 31, 2023, the Company recognized $ 2,794 of revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2022. 10. FAIR VALUE MEASUREMENT Assets and liabilities measured at fair value on a recurring basis are as follows: SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Level 1 Level 2 Level 3 Total December 31, 2025 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 32,500 $ - $ - $ 32,500 Total assets $ 32,500 $ - $ - $ 32,500 Liabilities: Warrant liability $ - $ - $ 30 $ 30 Earn-out liabilities - - 1,986 1,986 Total liabilities $ - $ - $ 2,016 $ 2,016 Level 1 Level 2 Level 3 Total December 31, 2024 Level 1 Level 2 Level 3 Total Assets: Marketable securities $ 13,630 $ - $ - $ 13,630 Money market funds 27,347 - - 27,347 Alternative fuel credits - 51 - 51 Total assets $ 40,977 $ 51 $ - $ 41,028 Liabilities: Warrant liability $ - $ - $ 22 $ 22 Common stock consideration payable - - 21,028 21,028 Total liabilities $ - $ - $ 21,050 $ 21,050 F- 37 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 10. FAIR VALUE MEASUREMENT – CONTINUED Assumptions utilized in the valuation of warrant liabilities are described as follows: SUMMARY OF ASSUMPTIONS USED FOR VALUATION OF WARRANT LIABILITIES For the Years Ended December 31, 2025 2024 2023 Risk-free interest rate 3.96 %- 4.03 % 3.98 %- 5.09 % 4.64 %- 5.46 % Contractual term (years) 1.00 1.00 1.00 Expected volatility 74 %- 80 % 84 %- 92 % 67 %- 80 % Expected dividend yield 0.00 % 0.00 % 0.00 % The following table sets forth a summary of the changes in the fair value of Level 3 liabilities that are measured at fair value on a recurring basis: SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS 2025 2024 Common Stock Consideration Payable Beginning balance as of January 1, $ 21,028 $ 18,118 Change in fair value of consideration payable ( 9,238 ) 2,910 Issuance of common stock and warrants in satisfaction of consideration payable ( 11,790 ) - Ending balance as of December 31, $ - $ 21,028 Warrant Liability Beginning balance as of January 1, $ 22 $ 32 Change in fair value of warrant liability 8 ( 10 ) Ending balance as of December 31, $ 30 $ 22 Earn-Out Liabilities Beginning balance as of January 1, $ - $ - Contingent consideration assumed in Zemetric acquisition 2,194 - Common stock issued in satisfaction of earn-out liabilities ( 206 ) - Change in fair value of earn-out liabilities ( 2 ) - Ending balance as of December 31, $ 1,986 $ - See Note 8- Notes Payable and Consideration Payable for additional details. In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets, operating lease right of use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. F- 38 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 10. FAIR VALUE MEASUREMENT – CONTINUED COMMON STOCK CONSIDERATION PAYABLE The common stock consideration payable is recorded at fair value of $ 0 and $ 21,028 as of December 31, 2025 and 2024, respectively, and was included within consideration payable on the consolidated balance sheets. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the common stock consideration payable on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the common stock consideration liability. During the year ended December 31, 2025, in satisfaction of the Company’s obligations with respect to the common stock consideration payable, the Company issued to the former shareholders of Envoy Technologies an aggregate of 9,696,882 shares of the Company’s common stock with an aggregate issuance date fair value of $ 9,018 and warrants to purchase up to an aggregate of 3,898,177 shares of the Company’s common stock at an exercise price of $ 0.01 per share with an aggregate issuance date fair value of $ 2,772 , both of which were classified within stockholders’ equity on the consolidated balance sheets. The warrants have a contractual life of twenty months. See Note 1 – Business Organization, Nature of Operations and Basis of Presentation for additional details. The carrying value of the consideration payable prior to settlement was $ 21,028 and as a result of the Stock Issuance and Warrant Issuance, the Company recorded a gain on the change in fair value and settlement of the consideration payable of $ 9,238 during the year ended December 31, 2025. Of the 3,898,177 shares of common stock issuable upon exercise of the warrants, (i) 1,470,588 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $1.70 for seven consecutive trading days, (ii) 1,190,476 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $2.10 for seven consecutive trading day, and (iii) 1,237,113 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $4.85 for seven consecutive trading days. The determination as to whether any such vesting condition has been satisfied will be made solely by the Company, acting in good faith, based on the last reported sale price of the Company’s common stock on its principal trading market as reported on the electronic reporting system of such exchange. The Company obtained a third party valuation of the fair value of the warrants which was determined using a Monte Carlo simulation that considered the probability of achieving the market conditions outlined above. During the year ended December 31, 2025, 1,470,588 warrants related to the first tranche of warrants had become exercisable upon meeting vesting conditions. Furthermore, 653,118 of these warrants were exercised during the year ended December 31, 2025. The remaining two tranches have not vested as of December 31, 2025. EARN-OUT LIABILITIES See Note 3 – Business Combination for details. F- 39 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 11. STOCKHOLDERS’ EQUITY AUTHORIZED CAPITAL The Company is authorized to issue 500,000,000 shares of common stock, $ 0.001 par value, and 40,000,000 shares of preferred stock, $ 0.001 par value. The holders of the Company’s common stock are entitled to one vote per share. The preferred stock is designated as follows: 20,000,000 shares to Series A Convertible Preferred Stock; 10,000 shares to Series B Convertible Preferred Stock; 250,000 shares to Series C Convertible Preferred Stock; 13 shares to Series D Convertible Preferred Stock; and 19,739,987 undesignated shares. OMNIBUS INCENTIVE PLANS On September 7, 2018, the Board of the Company, as well as a majority of the Company’s shareholders approved the Company’s 2018 Incentive Compensation Plan (the “2018 Plan”), which enables the Company to grant stock options, restricted stock, dividend equivalents, stock payments, deferred stock, restricted stock units, stock appreciation rights, performance share awards, and other incentive awards to associates, directors, consultants, and advisors of the Company and its affiliates, and to improve the ability of the Company to attract, retain, and motivate individuals upon whom the Company’s sustained growth and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company. Stock options granted under the 2018 Plan may be non-qualified stock options or incentive stock options, within the meaning of Section 422(b) of the Internal Revenue Code of 1986, except that stock options granted to outside directors and any consultants or advisers providing services to the Company or an affiliate shall in all cases be non-qualified stock options. The option price must be at least 100 % of the fair market value on the date of grant and if issued to a 10 % or greater shareholder must be at least 110 % of the fair market value on the date of the grant. The 2018 Plan is to be administered by the Compensation Committee of the Board, which shall have discretion over the awards and grants thereunder. The aggregate maximum number of shares of common stock for which stock options or awards may be granted pursuant to the 2018 Plan is 5,000,000 , adjusted as provided in Section 4 of the 2018 Plan. No awards may be issued on or after September 7, 2028. As of December 31, 2025, and 2024, options to purchase 496,600 and 986,165 shares of options were outstanding, respectively. As of December 31, 2025, and 2024, 3,345,353 and 4,974,178 shares of common stock, respectively, were outstanding to employees and members of the Board of Directors of the Company. As of December 31, 2025 and 2024, there were 2,199,439 and 2,025,822 securities available for future issuance under the 2018 Plan, respectively. PUBLIC OFFERINGS In February 2023, the Company completed an underwritten registered public offering of 8,333,333 shares of its common stock at a public offering price of $ 12.00 per share. The Company received approximately $ 100,000 in gross proceeds from the public offering and $ 94,766 in net proceeds after deducting the underwriting discount and offering expenses paid by the Company. The public offering was made pursuant to our automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021, and prospectus supplement dated February 8, 2023. Barclays acted as the sole book-running manager for the offering. H.C. Wainwright & Co., Roth Capital Partners and ThinkEquity acted as co-managers for the offering. The underwriters did not exercise the over-allotment granted to them in connection with the offering. In December 2025, the Company completed an underwritten registered public offering of 26,666,666 shares of our common stock at a public offering price of $ 0.75 per share. The Company received approximately $ 20,000 in gross proceeds from the public offering, and approximately $ 18,526 in net proceeds after deducting the underwriting discount and offering expenses paid by the Company. In connection with the offering, the Company engaged H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC as co-placement agents and agreed to pay them a cash fee equal to 6.0 % of the aggregate gross proceeds, reimbursement of out-of-pocket expenses up to approximately $ 141 , and warrants to purchase up to 1,600,000 shares of common stock at an exercise price of $ 0.9375 per share (representing 125% of the public offering price). The placement agent warrants are immediately exercisable and expire three years from the date of issuance. In connection with the offering, each of the Company’s officers and directors entered into lock-up agreements restricting the sale or transfer of Company securities for 90 days following the closing date, subject to certain exceptions. The Company also agreed not to issue additional shares of common stock, securities convertible into common stock, or file any registration statements for 90 days following the closing date, subject to certain exceptions. F- 40 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 11. STOCKHOLDERS’ EQUITY – CONTINUED AT-THE-MARKET OFFERING During the year ended December 31, 2023, the Company sold 30,914,695 shares of its common stock pursuant to the ATM program for gross proceeds of approximately $ 116,651 and net proceeds of approximately $ 114,317 after deducting offering expenses. During the year ended December 31, 2024, the Company sold an aggregate of 8,970,010 shares of common stock aggregate gross proceeds of $ 27,004 , less issuance costs of $ 608 , for net proceeds of $ 26,396 . As of December 31, 2024, the Company has approximately $ 98,648 available under this ATM program During the year ended December 31, 2025, the Company sold an aggregate of 681,330 shares of common stock under an “at-the-market” equity offering program for aggregate gross proceeds of $ 909 , less issuance costs of $ 18 , which were recorded as a reduction to additional paid-in capital. The ATM is not currently active since the Company does not have an effective shelf registration statement covering the shares of common stock issuable thereunder. COMMON STOCK 2023 During the year ended December 31, 2023, the Company issued an aggregate of 557,733 shares of common stock pursuant to exercises of warrants to purchase an aggregate of 557,733 shares of common stock for aggregate net proceeds of $ 835 . During the year ended December 31, 2023, the Company issued an aggregate of 8,235 shares of common stock with an issuance date fair value of $ 35 in satisfaction of a common stock liability. During the year ended December 31, 2023, the Company issued an aggregate of 393,240 shares of the Company’s common stock pursuant to the cashless exercise of 796,940 options and warrants. The options had a weighted average exercise price of $ 3.35 per share and the warrants had a weighted average exercise price of $ 4.25 per share. During the year ended December 31, 2023, the Company received 27,681 shares of common stock with a value of $ 197 which were surrendered by the recipients for payroll tax purposes. These shares were surrendered and cancelled as of December 31, 2023. During the year ended December 31, 2023, the Company issued an aggregate of 370,899 shares of common stock with an issuance date fair value of $ 2,600 in satisfaction of accrued issuable equity to its former Chief Executive Officer. See Note 16 – Commitments and Contingencies – Separation Agreement for additional details. See Note 8 – Notes Payable and Consideration Payable for details of the issuance of 158,372 shares of common stock in connection with the extinguishment of notes payable. During the year ended December 31, 2023, the Company issued an aggregate of 5,866 shares of common stock for services to a board member with an issuance date fair value of $ 132 . During the year ended December 31, 2023, the Company issued an aggregate of 103,843 shares of common stock with an issuance date fair value of $ 128 as compensation to employees and its former Chief Executive Officer. During the year ended December 31, 2023, the Company issued an aggregate of 376,778 shares of common stock for services to employees with an aggregate issuance date fair value of $ 3,104 . During the year ended December 31, 2023, the Company issued an aggregate of 146,475 shares of common stock for services to an employee with an issuance date fair value of $ 334 . F- 41 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 11. STOCKHOLDERS’ EQUITY – CONTINUED COMMON STOCK - CONTINUED 2024 During the year ended December 31, 2024, the Company issued an aggregate of 837 shares of common stock for services to an employee with an issuance date fair value of $ 2 and will be recognized ratably over the vesting term. On the grant date, 279 shares vested immediately, 279 shares vested on April 1, 2024, and the remaining 279 shares will vest on April 1, 2025. Expenses related to this award are included within compensation expense on the consolidated statements of operations. During the year ended December 31, 2024, the Company issued an aggregate of 157,870 shares of common stock upon vesting of restricted stock units to employees for services with an aggregate grant date fair value of $ 1,455 . Expenses related to this award were included within compensation expense on the consolidated statements of operations. During the year ended December 31, 2024, the Company granted an aggregate of 986,563 shares of restricted stock with an aggregate grant date fair value of $ 2,854 which will be recognized ratably over the vesting terms. The restricted stock has vesting dates ranging from April 15, 2024 to June 30, 2027. Expenses related to this award are included within compensation expense on the consolidated statements of operations. 2025 During the year ended December 31, 2025, the Company issued 653,118 shares of common stock pursuant to a warrant exercise. During the year ended December 31, 2025, the Company issued 189,892 shares of common stock in satisfaction of certain earn-out liabilities pursuant to the Zemetric acquisition. See Note 3- Business Combinations- for additional information. See Note 3 - Business Combination for additional details related to common stock issued as consideration for the Zemetric acquisition. See Note 10 - Fair Value Measurement for additional details related to common stock and warrants issued in satisfaction of consideration payable. F- 42 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 11. STOCKHOLDERS’ EQUITY – CONTINUED STOCK-BASED COMPENSATION The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the years ended December 31, 2025, 2024, and 2023, of $ 2,764 , $ 3,525 , $ 22,039 , respectively, which is included within compensation expense on the consolidated statement of operations. As December 31, 2025, there was $ 1,450 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 1.34 years. WARRANT AND OPTION VALUATION The Company has computed the fair value of certain warrants and options granted using the Black-Scholes option pricing model. Option forfeitures are recorded as a reduction of previously expensed amount at the time of occurrence. The expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatility of the Company over a period equivalent to the expected life of the instrument being valued. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. RESTRICTED STOCK UNITS The Company grants Restricted Stock Units (“RSUs”) to employees, executives, and members of the Board of Directors under the Company’s equity incentive plan. RSUs represent a right to receive shares of the Company’s common stock upon vesting and have no exercise price. The RSUs vest ratably over service periods of one to three years from the date of grant, subject to the recipient’s continued service with the Company. Upon vesting, the RSUs automatically settle and convert into unrestricted shares of the Company’s common stock. The fair value of RSUs is determined based on the closing price of the Company’s common stock on the date of grant. A summary of the RSU activity during the year ended December 31, 2025 is presented below: SCHEDULE OF RSU ACTIVITY Weighted Weighted Average Average Number of Grant Date Grant Date Shares Fair Value Per Share Fair Value Unvested, January 1, 2025 1,160,667 $ 3.32 3,850 Granted 1,713,160 1.25 2,136 Vested ( 1,074,742 ) 2.74 ( 2,940 ) Cancelled/forfeited/expired ( 324,642 ) 2.32 ( 755 ) Unvested, December 31, 2025 1,474,443 $ 1.57 $ 2,291 F- 43 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 11. STOCKHOLDERS’ EQUITY – CONTINUED STOCK OPTIONS In applying the Black-Scholes option pricing model to options granted, the Company used the following assumptions: SUMMARY OF BLACK-SCHOLES OPTION PRICING MODEL TO STOCK OPTIONS GRANTED ASSUMPTION For the Years Ended December 31, 2025 2024 2023 Risk free interest rate 4.12 % 3.60 %- 4.64 % 3.00 %- 4.14 % Expected term (years) 8.00 6.00 5.00 Expected volatility 81 % 110.3 %- 125.9 % 115.9 %- 117.3 % Expected dividends 0.00 % 0.00 % 0.00 % A summary of the option activity during the year ended December 31, 2025 is presented below: SUMMARY OF OPTIONS ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Shares Price In Years Value Outstanding, January 1, 2025 986,165 $ 26.27 Granted 100,257 2.55 Cancelled/forfeited/expired ( 589,822 ) 33.03 Outstanding, December 31, 2025 496,600 $ 13.43 3.3 $ - Exercisable, December 31, 2025 415,853 $ 15.60 2.5 $ - The weighted average estimated fair value of the options granted during the years ended December 31, 2025, 2024, and 2023 were $ 2.40 , $ 4.09 , and $ 12.54 per share. F- 44 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 11. STOCKHOLDERS’ EQUITY – CONTINUED STOCK OPTIONS – CONTINUED The following table presents information related to stock options as of December 31, 2025: SCHEDULE OF STOCK OPTIONS Options Outstanding Options Exercisable Weighted Weighted Range of Average Outstanding Average Exercisable Exercise Exercise Number of Remaining Life Number of Price Price Options In Years Options $ 0.97 -$ 9.14 $ 2.62 302,948 2.2 222,201 $ 15.51 -$ 38.45 $ 28.69 177,748 2.9 177,748 $ 40.82 -$ 59.22 $ 48.86 15,904 1.6 15,904 13.43 496,600 2.5 415,853 STOCK WARRANTS In applying the Black-Scholes option pricing model to warrants granted, the Company used the following assumptions: SUMMARY OF BLACK-SCHOLES OPTION PRICING MODEL TO WARRANTS GRANTED ASSUMPTION For the Years Ended December 31, 2025 2024 2023 Risk free interest rate 3.68 % N/A 3.39 %- 4.03 % Expected term (years) 1.67 - 3.01 N/A 5.00 Expected volatility 83.3 %- 84.9 % N/A 115.9 %- 133.4 % Expected dividends 0.00 % N/A 0.00 % Note 10– Fair Value Measurement and elsewhere within this note for additional details regarding valuation of the warrants issued to the former shareholders of Envoy. F- 45 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 11. STOCKHOLDERS’ EQUITY – CONTINUED STOCK WARRANTS – CONTINUED The following table accounts for the Company’s warrant activity for the year ended December 31, 2025: SCHEDULE OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Shares Price In Years Value Outstanding, January 1, 2025 1,145,914 $ 9.69 Issued 5,498,177 0.28 Exercised ( 653,118 ) 0.01 Outstanding, December 31, 2025 5,990,973 $ 2.11 1.9 $ 2,132,004 Exercisable, December 31, 2025 3,563,384 $ 2.11 2.3 $ 2,132,004 The following table presents information related to stock warrants as of December 31, 2025: SCHEDULE OF STOCK WARRANTS Warrants Outstanding Warrants Exercisable Weighted Weighted Range of Average Outstanding Average Exercisable Exercise Exercise Number of Remaining Life Number of Price Price Warrants In Years Warrants $ 0.01 $ 0.01 3,245,059 1.3 817,470 $ 0.9375 $ 0.9375 1,600,000 3.0 1,600,000 $ 8.82 -$ 11.56 $ 9.69 1,145,914 2.2 1,145,914 5,990,973 2.3 3,563,384 F- 46 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 12. INCOME TAXES Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax bases, and net operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted rates expected to be applicable to taxable income in the years those temporary differences are recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income during the period that includes the enactment date. A valuation allowance is recorded by the Company when it is more likely than not that some portion or all of a deferred tax asset will not be realized. On July 4, 2025, H.R.1 (the “Tax Reform Act of 2025”) was enacted in the U.S. The Tax Reform Act of 2025 includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. Important business provisions include, but are not limited to, reinstatement of permanent expensing of domestic research and development costs, higher EBITDA cap on the deduction for interest expense and 100% bonus depreciation. The provisions in the Tax Reform Act of 2025 have multiple effective dates, with certain provisions effective in 2025 and others implemented through future years. The Tax Reform Act of 2025 did not materially impact the Company’s effective tax rate for 2025. The Company continues to evaluate the future impact of these tax law changes on its financial statements. The provision for income taxes for the years ended December 31, 2025, 2024, and 2023 consists of the following: SCHEDULE OF INCOME TAX PROVISION For the Years Ended December 31 2025 2024 2023 Federal: Current $ - $ - $ - Deferred - - - State: Current 91 119 - Deferred - - - Foreign: Current 226 537 1,494 Deferred - - - Income tax provision $ 317 $ 656 $ 1,494 No federal or state current tax provision has been recorded for the years ended December 31, 2025, 2024, and 2023 because the Company had net operating losses for federal and state tax purposes. However, a foreign tax provision was recorded related to the Company’s operations in India. The net operating loss carryovers may be subject to annual limitations under Internal Revenue Code Section 382, and similar state provisions, should there be a greater than 50% ownership change as determined under the applicable income tax regulations. The amount of the limitation would be determined based on the value of the company immediately prior to the ownership change and subsequent ownership changes could further impact the amount of the annual limitation. An ownership change pursuant to Section 382 may have occurred in the past or could happen in the future, such that the NOLs available for utilization could be significantly limited. The Company will perform a Section 382 analysis in the future. The related decrease in the deferred tax asset will be offset by the decrease in valuation allowance. F- 47 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 12. INCOME TAXES – CONTINUED In accordance with ASU 2023-09, the following table summarizes differences between income tax expense (benefit) at the statutory federal income tax rate and as presented on the consolidated statements of operations during the year ended December 31, 2025. SUMMARY OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE AND EFFECTIVE INCOME TAX RATE Permanent differences: For the Year Ended December 31, 2025 Tax benefit at U.S. federal statutory rate $ ( 17,248 ) 21.0 % State income taxes, net of federal benefit ( 1 ) 83 ( 0.1 )% Nontaxable or non deductible items Stock compensation 34 0.0 % Loss on impairment of intangibles and goodwill 3,758 ( 4.6 )% Other permanent differences ( 1,928 ) 2.3 % Income from non-includable foreign entities 3,143 ( 3.8 )% Foreign tax effects (2) India foreign tax expense (2) 225 ( 0.3 )% Tax credits ( 30 ) 0.0 % Change in valuation allowance 12,280 ( 14.9 )% Effective income tax rate $ 317 ( 0.4 )% (1) State taxes in California, Florida, and Maryland accumulated to over 50% of the tax effect in this category. (2) India is the only foreign jurisdiction which meets the 5% threshold. The Company has determined that a valuation allowance for the entire net deferred tax asset is required. A valuation allowance is required if, based on the weight of evidence, it is more likely than not that some or the entire portion of the deferred tax asset will not be realized. After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance is necessary to reduce the deferred tax asset to zero, the amount that will more likely not be realized. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09 is as follows: 2024 2023 For the Years Ended December 31 2024 2023 Tax benefit at federal statutory rate ( 21.0 )% ( 21.0 )% State income taxes, net of federal benefit ( 1.2 )% 0.2 % Permanent differences: Stock compensation 0.2 % 1.5 % Impairment of intangibles and goodwill 13.5 % 9.8 % Section 162(m) 0.0 % 1.9 % Other permanent differences 0.0 % 0.2 % Tax credits 0.0 % 0.0 % Income from non-includable foreign entities 2.0 % 1.8 % Deferred adjustments and true-up ( 5.1 )% 2.3 % Change in valuation allowance 13.5 % 7.3 % Foreign tax ( 1.5 )% ( 3.2 )% Effective income tax rate 0.4 % 0.7 % The disaggregation of the Company’s domestic and foreign pre-tax loss for the years ended December 31, 2025, 2024, and 2023, is as follows: SCHEDULE OF DISAGGREGATION OF DOMESTIC AND FOREIGN PRE-TAX LOSS 2025 2024 2023 For the Years Ended December 31 2025 2024 2023 U.S. $ ( 68,101 ) $ ( 180,327 ) $ ( 151,883 ) Foreign ( 14,967 ) ( 20,335 ) ( 50,316 ) Total $ ( 83,068 ) $ ( 200,662 ) $ ( 202,199 ) F- 48 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 12. INCOME TAXES – CONTINUED A reconciliation of the income tax paid by jurisdiction is as follows: SCHEDULE OF INCOME TAXES RECONCILIATION JURISDICTION For the Year Ended December 31 2025 Income Taxes paid (net of refunds) U.S. federal $ - U.S. state and local Maryland 37 Texas 31 Florida 25 Massachusetts 22 Georgia 18 Pennsylvania 18 Other 24 U.S. state and local 175 Foreign India 163 Total $ 338 The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2025 2024 December 31, 2025 2024 Deferred Tax Assets: Net Operating Loss Carryforwards - Federal $ 81,341 $ 71,339 Net Operating Loss Carryforwards - States 13,679 12,191 Net Operating Loss Carryforwards - UK 8,497 6,560 Net Operating Loss Carryforwards - Belgium 12,149 10,523 Tax Credits 716 686 Stock-Based Compensation 1,135 713 Accruals 2,391 944 Deferred Revenue 2,002 2,299 Allowance for Doubtful Accounts 2,174 1,536 Capitalized Sec. 174 R&E 2,976 2,147 ROU Liability 1,401 1,944 Other 2,061 1,934 Deferred tax assets, gross 130,522 112,816 Deferred Tax Liabilities: Intangible Assets ( 1,742 ) ( 2,197 ) Depreciable Assets ( 6,304 ) ( 3,613 ) Unrealized Gain/Loss 72 ( 175 ) ROU Asset ( 1,100 ) ( 1,685 ) Other ( 222 ) ( 531 ) Deferred tax liabilities, gross ( 9,296 ) ( 8,201 ) Net Deferred Tax Assets 121,226 104,615 Valuation Allowance ( 121,200 ) ( 104,589 ) Deferred Tax Assets, Net of Valuation Allowance 26 26 Change in Valuation Allowance $ 16,611 $ 15,858 F- 49 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 12. INCOME TAXES – CONTINUED The Company has determined that a valuation allowance for the entire net deferred tax asset is required. A valuation allowance is required if, based on the weight of evidence, it is more likely than not that some or the entire portion of the deferred tax asset will not be realized. After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance is necessary to reduce the deferred tax asset to the amount that will more likely than not be realized. As of December 31, 2025, the Company had net operating loss carry forwards for federal income tax purposes of approximately $ 387,336 , of which $ 86,636 expire at various dates between 2029 and 2037. The remaining $ 300,700 of net operating loss carry forwards incurred after 2017 do not have an expiration date. In addition, state net operating loss carryforwards available are approximately $ 253,241 as of December 31, 2025. The state NOL carryforwards have expiration dates as follows: SUMMARY OF NOL CARRYFORWARDS Expiration Date State NOL 2031 $ 265 2032 582 2033 1,219 2034 2,042 2035 and after 152,261 Indefinite 96,872 Total $ 253,241 As of December 31, 2025, the Company has foreign NOL carryforwards of approximately $ 44,724 in the United Kingdom and approximately $ 48,595 in Belgium, all of which are attributable to the Company’s foreign subsidiaries. These NOL carryforwards may be utilized to offset future taxable income in their respective jurisdictions, subject to applicable statutory limitations and regulations. The NOL carryforwards in both the United Kingdom and Belgium can be carried forward indefinitely. 13. RELATED PARTIES JOINT VENTURE The Company and a group of three Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’ respective shareholdings in a new joint venture entity, Blink Charging Europe Ltd. (the “Entity”), that was formed under the laws of Cyprus on the same date. The Company owns 40 % of the Entity, while the other three parties own 60 %. Subsequently, two of the three other parties exited the joint venture, and the remaining other party acquired the ownership of the exiting parties. The Entity currently owns 100 % of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which operates in the electric vehicle market in Greece. The obligation to fund the Entity’s future operations is limited to the Company’s 40 % ownership. In May 2025, the Company sold its equity interest in the Entity and recorded a gain on sale of investment of $ 223 , which was included within general and administrative expenses on the consolidated statements of operations The Company recorded $ 0 , $ 203 , and $ 0 of sales to Hellas during the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2024, the Company had a receivable $ 31 from Hellas. As of December 31, 2024 the Company had a payable of approximately $ 129 , respectively, to Hellas. In addition, the Company has provided working capital of $ 274 through December 31, 2025 and 2024, respectively, in Hellas. Through December 31, 2023, the Company has provided working capital of $ 177 to Hellas. The Company has written off this working capital contribution, since the Company’s proportion of Hellas’s net losses exceed the working capital contribution. The Company determined that the Entity is a variable interest entity; however, the Company does not have a controlling financial interest and, as a result, the Company is not required to consolidate the Entity and instead has applied equity method accounting to its investment in the Entity. From inception through December 31, 2025, the Entity has not generated net income and, as a result, pursuant to ASC 323, the Company has not recorded a gain or loss on its equity method investment in the Entity during the years ended December 31, 2025, 2024, and 2023. BLINK CHARGING UK LIMITED As of December 31, 2025, certain family members of a senior management employee, who is a former founder of EB Charging Ltd., were providing services to Blink Charging UK Limited. For the twelve months ended December 31, 2025 and 2024, these related parties have collectively provided services totaling $ 120 and $ 209 , respectively, to Blink Charging UK Limited. These expenses are included within general and administrative expenses on the consolidated statements of operations for the years ended December 31, 2025 and 2024. As of December 31, 2025, the family members of the senior management employee no longer provide services to the Company. NOTE PAYABLE – RELATED PARTY In connection with the acquisition of Zemetric, the Company assumed a liability to repay a note payable to one of the sellers of Zemetric, who assumed the role of Chief Technology Officer of the Company upon closing of the acquisition. The balance on the note payable was $ 114 , which was repaid in full in October 2025. F- 50 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 14. EMPLOYEE BENEFIT PLANS The Company has defined-contribution plans for which employees meeting certain age and length of service requirements may contribute up to the defined statutory limit. These plans provide discretionary employer matching contributions to eligible employees up to certain statutory annual limits. Employer contributions to these plans were $ 839 , $ 921 , and $ 652 for the years ended December 31, 2025, 2024, and 2023 , respectively. 15. LEASES Total operating lease expenses for the year ended December 31, 2025, 2024, and 2023 , were $ 2,195 , $ 2,610 , and $ 1,803 , respectively, and are recorded in other operating expenses on the consolidated statements of operations. Operating lease expenses consist of rent expense, common area maintenance adjustments, variable lease costs, and other expenses. In September 2025, the Company terminated its lease for its facility in Tempe, Arizona and paid a lease termination fee of $ 130 . The Company derecognized the operating lease right-of-use asset and corresponding lease liabilities and recognized a loss on lease termination of $ 58 within other operating expenses during the year ended December 31, 2025. As of December 31, 2025, the Company had $ 106 of right-of-use assets that were classified as financing leases for vehicles and are included as a component of property and equipment on the consolidated balance sheet as of December 31, 2025. As of December 31, 2025, the Company did not have additional operating and financing leases that have not yet commenced. During the years ended December 31, 2025, 2024, and 2023 , the Company recorded $ 7 and $ 13 , and $ 37 of interest expense related to finance leases, respectively, which were recorded within interest expense on the consolidated statements of operations. Supplemental cash flows information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES For The Years Ended December 31, 2025 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,285 $ 3,222 $ 3,672 Financing cash flows from finance leases $ 36 $ 596 $ 2,837 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,664 $ 3,205 $ 7,401 Finance leases $ 10 $ 53 $ 2,798 Weighted Average Remaining Lease Term Operating leases 2.19 2.63 2.74 Finance leases 3.16 0.30 1.71 Weighted Average Discount Rate Operating leases 7.2 % 7.4 % 7.5 % Finance leases 6.2 % 6.2 % 6.4 % Future minimum payments under non-cancellable leases as of December 31, 2025 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS For the Years Ending December 31, Operating Lease Finance Lease 2026 $ 3,946 $ 47 2027 2,170 41 2028 1,610 27 2029 931 - 2030 898 - Thereafter 500 - Total future minimum lease payments 10,055 115 Less: imputed interest ( 2,470 ) ( 9 ) Total $ 7,585 $ 106 F- 51 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 16. COMMITMENTS AND CONTINGENCIES LITIGATION, DISPUTES AND SETTLEMENTS The Company may be subject to lawsuits, investigations, intellectual property matters, claims and proceedings, including, but not limited to, contractual disputes with vendors and customers and liabilities related to employment, health and safety matters that may arise in the ordinary course of business. The Company accrues for losses that are both probable and reasonably estimable. Loss contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex and subject to change. The Company believes it has recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of December 31, 2025, and the Company believes it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the consolidated financial statements. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. However, future events or circumstances, currently unknown to management, may potentially have a material effect on the Company’s financial position, liquidity or results of operations in any future reporting period. In August 2020, a purported securities class action lawsuit, captioned Bush v. Blink Charging Co. et al., Case No. 20-cv-23527, was filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s former Chairman of the Board and Chief Executive Officer), and Michael Rama (Blink’s Chief Financial Officer) (the “Bush Lawsuit”). In September 2020, another purported securities class action lawsuit, captioned Vittoria v. Blink Charging Co. et al., Case No. 20-cv-23643, was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover the same alleged damages. Following consolidation of the two actions and the court appointing Tianyou Wu, Alexander Yu and H. Marc Joseph to serve as the Co-Lead Plaintiffs, the Co-Lead Plaintiffs filed an Amended Complaint in February 2021. The Amended Complaint alleged, among other things, that the defendants made false or misleading statements about the size and functionality of the Blink Network and asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. In April 2021, Blink and the other defendants filed a motion to dismiss the Amended Complaint. In November 2023, the court dismissed Co-Lead Plaintiffs’ claims relating to the size of Blink’s charging network and denied the remainder of the motion to dismiss. Following a mediation in April 2024, the parties agreed to the terms of a settlement in which the Defendants agreed to pay $ 3,750 (inclusive of attorneys’ fees and administrative costs) in exchange for the dismissal with prejudice of all claims. On October 21, 2024, the Court held a final settlement hearing, approved the settlement, dismissed the Bush Lawsuit with prejudice, and closed the case. The full settlement amount has been paid by the Company’s Directors’ and Officers’ insurance policies. In September 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. 20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s Board of Directors and former Chief Financial Officer Michael Rama (the “Klein Lawsuit”). Blink is named as a nominal defendant. The Klein Lawsuit asserted that the Director defendants caused Blink to make certain statements at issue in a securities class action captioned Bush v. Blink Charging Co., et al., Case No. 20-cv-23527, filed in the U.S. District Court for the Southern District of Florida (the “Bush Lawsuit”), and, as a result, the Company incurred costs defending against the Bush Lawsuit and other unidentified investigations. The Bush Lawsuit was settled by the parties and a final judgment was entered in October 2024. The Klein Lawsuit asserted claims against the Director defendants for breach of fiduciary duties and corporate waste and against the defendants for unjust enrichment. Klein did not quantify the alleged damages in his complaint, but he sought damages sustained by the Company as a result of the defendants’ alleged breaches of fiduciary duties, corporate governance changes, restitution, and disgorgement of profits from the defendants and attorneys’ fees and other litigation expenses. In December 2020, another shareholder derivative action, captioned Bhatia (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. 20-27632CA01, was filed in Miami-Dade County Circuit Court against the same defendants in the Klein Lawsuit and asserted similar claims, as well as additional claims relating to the Company’s nomination, appointment and hiring of minorities and women and the Company’s decision to retain its outside auditor (the “Bhatia Lawsuit”). In June 2022, the court consolidated the Klein and Bhatia actions under the caption In re Blink Charging Company Stockholder Derivative Litigation, Lead Case No. 2020-019815-CA-01. In February 2022, a third shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. A-22-847894-C, was filed in Clark County, Nevada seeking to pursue claims belonging to the Company against Blink’s Board of Directors and Michael Rama (the “McCauley Lawsuit” and together with the Klein Lawsuit and the Bhatia Lawsuit, the “Derivative Actions”). Blink is named as a nominal defendant. The McCauley Lawsuit asserted similar claims and sought similar damages as the Klein Lawsuit. F- 52 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 16. COMMITMENTS AND CONTINGENCIES – CONTINUED LITIGATION, DISPUTES AND SETTLEMENTS - CONTINUED Following a mediation in April 2024, the parties entered into a Stipulation and Agreement of Settlement (the “Settlement”) dated June 26, 2025. The Settlement resolves the Derivative Actions in exchange for the Company undertaking certain corporate governance reforms, but does not require the director defendants to make any monetary payment as part of the Settlement. The Settlement includes a fee and expense award to plaintiffs’ counsel in the amount of $ 533 (the “Fee and Expense Award”), which the Company’s insurance carriers have paid. On September 29, 2025, plaintiffs’ counsel in the Derivative Actions filed a motion asking the Nevada court to grant final approval of the Settlement. On October 24, 2025, the Nevada court granted the motion. On October 29, 2025, the Nevada court issued an order and final judgment, approving the settlement and closing the case. On December 4, 2025, plaintiffs in the Florida Action filed a notice of voluntary dismissal with prejudice and the case was closed. The Farkas Group, Inc. (“FGI”), a Florida corporation whose principal is former Company CEO, Michael D. Farkas, filed a demand for arbitration on April 1, 2024, alleging that the Company owes FGI commissions pursuant to a November 17, 2009 commission agreement between the parties. The Company filed an answer denying the claim and counterclaimed against FGI, Mr. Farkas, and one of his companies, NextNRG Holdings (“NEXT”), alleging that FGI, Mr. Farkas, and NEXT are in violation of non-compete agreements. NEXT later filed a petition with the Florida Superior Court to stay the arbitration as to NEXT. The Florida Court denied NEXT’s petition, and the arbitration resumed in March 2025. The arbitration hearing occurred in August 2025. In October 2025, the Arbitrator issued an interim award which requires the Company to provide an accounting within 90 days applying the Arbitrator’s determinations regarding the Commission Agreement. The Company anticipates that the accounting will result in a final award of less than $ 100 with an ongoing obligation to pay a de minimis monthly amount that is expected to decline to zero over time. The Arbitrator denied the Company’s claim for injunctive relief. The Arbitrator declined to award attorneys’ fees to either party. F- 53 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 17. SEGMENT REPORTING The Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM organizes the Company, manages resource allocations and measures performance as one operating and reportable segment. The Company manufactures, owns, and operates residential and commercial EV charging solutions, including its Blink Network and EV charging equipment, to support EV drivers at various locations. Furthermore, the Company owns and operates an EV car-sharing program that allows customers to share electric vehicles through subscription services and charge those cars through charging stations. The CODM is provided with asset information by reportable segment as asset information is provided to the CODM on a consolidated basis. The CODM reviews the following information on a consolidated basis: revenues, cost of revenues, gross profit, compensation expense and operating loss to allocate operating and capital resources and assesses the performance of the Company by comparing actual results to historical results and previously forecasted financial information. Other than certain disaggregated expense information provided in relation to other operating expenses, significant expenses regularly provided to the CODM are presented as shown on the statement of operations. The CODM is also regularly provided with disaggregated expense information for other operating expenses, which is disaggregated between software costs and other expenses as shown in the table below: SCHEDULE OF DISAGGREGATED EXPENSE INFORMATION FOR OTHER OPERATING EXPENSES 2025 2024 2023 For The Years Ended December 31, 2025 2024 2023 Other operating expenses Software $ 6,266 $ 4,947 $ 3,343 Other ( 1 ) 15,089 15,444 14,482 Total other operating expenses $ 21,355 $ 20,391 $ 17,825 (1) Includes operating lease expense, issuance expense, office expenses and travel expenses. The following table sets forth our long-lived assets by geographic area, which consists of property and equipment, net and operating lease right-of-use assets: SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA 2025 2024 December 31, 2025 2024 United States $ 35,296 $ 33,745 United Kingdom 8,754 8,935 International - Other 4,972 3,913 Total $ 49,022 $ 46,593 The following table summarizes our revenue recognized in the consolidated statements of operations by geographical area: SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA 2025 2024 2023 For the Years Ended December 31, 2025 2024 2023 Revenues by Geographical Area U.S.A $ 67,653 $ 88,189 $ 104,714 International 35,867 35,848 35,884 Total Revenue $ 103,520 $ 124,037 $ 140,598 For information regarding revenue disaggregated by geography and revenue concentrations, see Note 2 — Summary of Significant Accounting Policies. For additional information related to goodwill, see Note 6 - Goodwill. F- 54 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 18. RESTRUCTURING In May 2025, the Company announced the BlinkForward Initiative (the “Initiative”), a restructuring plan designed to accelerate the Company’s path to profitability, improve overall liquidity and enhance operational efficiency through workforce optimization, reductions in operating and administrative costs, and changes to the Company’s manufacturing strategy. The Company expects the Initiative to be substantially complete by Q2 2026. As part of the Initiative, the Company reduced its global workforce. The workforce reduction was primarily completed during 2025 and resulted in restructuring charges consisting primarily of employee severance and related benefit costs. These costs are recognized in accordance with ASC 420, Exit or Disposal Cost Obligations, when the obligations are incurred. The Company also transitioned its EV charging hardware manufacturing to a contract manufacturing model, which was completed in January 2026. The Company no longer maintains in-house manufacturing facilities. In addition, the Initiative includes a strategic emphasis on expanding the Company’s DC Fast Charging network, prioritizing deployment of high-speed chargers in strategic locations with higher utilization potential. Restructuring charges of $ 1,320 are included within operating expenses on the accompanying consolidated statements of operations. These expenses related to severance, lease termination costs, and accelerated vesting of stock-based compensation awards. The Company operates as a single reportable segment; accordingly, all restructuring costs relate to the Company’s single reportable segment. The Company expects the restructuring activities associated with the BlinkForward Initiative to result in meaningful reductions in operating expenses and improved operating leverage in future periods. The following table sets forth a summary of the changes in the restructuring-related liabilities: SCHEDULE OF RESTRUCTURING RELATED LIABILITIES Severance Lease Termination Total Beginning balance as of January 1, 2025 $ - $ - $ - Costs incurred and charged to expense 1,250 70 1,320 Costs paid or otherwise settled ( 982 ) ( 70 ) ( 1,052 ) Ending balance as of December 31, 2025 $ 268 $ - $ 268 F- 55 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 19. REVISION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS In connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025, the Company identified a number of misstatements in the Company’s previously issued financial statements as summarized below. The identified misstatements impacted certain components of the balance sheet, statement of operations, statement of comprehensive loss, statement of changes in stockholders’ equity and statement of cash flows in the consolidated financial statements included in the Form 10-K for the year ended December 31, 2024. The Company assessed the materiality of the errors, including the presentation on prior period consolidated financial statements, on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletin Topics 1.M and 1.N (formerly No. 99, Materiality). Based on this assessment, the Company concluded that these errors and the related impacts did not result in a material misstatement of its previously issued consolidated financial statements as of and for the year ended December 31, 2024. However, the Company concluded the financial statements should be revised for these errors. The revisions consist of the following adjustments: (a) Reclassification of $ 656 of asset-related grant income from revenue to a reduction of depreciation expense to more appropriately reflect the nature of the grants as reimbursements of depreciable asset costs. No net impact on the balance sheet; this is an income statement reclassification between revenue and depreciation expense with no effect on net loss. (b) Adjustments to the timing of recognition of network fee revenues of $ 764 and warranty revenues of $ 740 , totaling $ 1,504 , to correctly align revenue recognition with the satisfaction of the related performance obligations. A related $ 40 reduction in cost of product sales was also recorded. Impact on balance sheet: Accounts payable, accrued expenses and other current liabilities increased by $ 1,464 , representing deferred performance obligations. Net impact on income statement: $ 1,464 increase to net loss. Cash flow impact: The increase in net loss is offset by an increase in accounts payable, accrued expenses, and other current liabilities. (c) Write-off of $ 1,672 related to certain installed charging units that were determined not to be performing to specifications. Impact on balance sheet: Inventory decreased by $ 1,672 , with an offsetting charge to cost of product sales. Cash flow impact: No net impact on operating cash flows. (d) Write-off of $ 1,730 related to older, incomplete charger deployment projects for which the Company determined the related costs no longer met the criteria for capitalization. Additionally, $ 108 of incremental costs were recognized within general and administrative expenses and $ 40 of incremental costs were recognized within cost of product sales. Impact on balance sheet: Property and equipment, net decreased by $ 1,290 (gross cost of $ 1,730 less $ 440 accumulated depreciation), with the net book value charge of $ 1,290 recorded through cost of product sales. Accounts payable, accrued expenses and other current liabilities increased by $ 148 . Cash flow impact: No net impact on operating cash flows. (e) Reversal of $ 1,330 of a previously accrued purchase liability that the Company determined was no longer a valid obligation . Impact on balance sheet: Accounts payable, accrued expenses and other current liabilities decreased by $ 1,330 , with a corresponding $ 1,330 benefit recorded through cost of product sales. Cash flow impact: No net impact on operating cash flows. (f) The Company recorded reclassifications of grant-related receivables and deferred grant income to more appropriately reflect the nature and expected timing of settlement of those balances: (i) grant-related receivables of $ 1,129 were reclassified from accounts receivable to prepaid expenses and other current assets; (ii) deferred grant income of $281 was reclassified from deferred revenue current to accounts payable, accrued expenses and other current liabilities; (iii) non-current deferred grant income of $ 5,543 was reclassified to other liabilities as part of the overall reallocation of grant-related deferred income between current and non-current classifications. These are balance sheet reclassifications with no impact on net loss. Cash flow impact: $ 1,129 of government grant proceeds was reclassified from operating activities to investing activities. No impact on total cash flows. (g) The revision adjustments described in the notes above resulted in an aggregate increase to the pre-tax loss of $ 3,244 . The related tax effect of these adjustments resulted in a $ 58 decrease in the provision for income taxes, from $ 714 to $ 656 with an offset to Accounts payable, accrued expenses and other current liabilities . After giving effect to the tax provision adjustment, the net impact on accumulated deficit was $ 3,186 . F- 56 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 19. REVISION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED A summary of the corrections to the impacted financial statement line items in the Company’s previously issued consolidated financial statements as of and for the year ended December 31, 2024 are as follows: SCHEDULE OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheet (in thousands) As of December 31, 2024 As Previously Reported Revision Adjustments Notes As Revised Assets Current Assets: Accounts receivable, net $ 43,201 $ ( 1,129 ) (f) $ 42,072 Inventory, net 38,280 ( 1,672 ) (c) 36,608 Prepaid expenses and other current assets 4,267 1,129 (f) 5,396 Total Current Assets 141,152 ( 1,672 ) 139,480 Property and equipment, net 38,671 ( 1,290 ) (d) 37,381 Total Assets $ 217,988 $ ( 2,962 ) $ 215,026 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable, accrued expenses and other current liabilities $ 38,370 $ 505 (b), (e), (f) $ 38,875 Current portion of deferred revenue 17,359 ( 281 ) (f) 17,078 Total Current Liabilities 59,244 224 59,468 Deferred revenue, non-current portion 10,603 ( 5,543 ) (f) 5,060 Other liabilities 1,152 5,543 (f) 6,695 Total Liabilities 99,286 224 99,510 Stockholders’ Equity: Accumulated deficit ( 735,855 ) ( 3,186 ) (a)-(g) ( 739,041 ) Total Stockholders’ Equity 118,702 ( 3,186 ) 115,516 Total Liabilities and Stockholders’ Equity $ 217,988 $ ( 2,962 ) $ 215,026 F- 57 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 19. REVISION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Consolidated Statement of Operations-For the Year Ended December 31, 2024 (in thousands) As Previously Reported Revision Adjustments Notes As Revised Revenues: Network fees $ 8,716 $ ( 764 ) (b) $ 7,952 Warranty 6,427 ( 740 ) (b) 5,687 Grant and fees rebate 1,704 ( 656 ) (a) 1,048 Total Revenues 126,197 ( 2,160 ) 124,037 Cost of Revenues: Cost of product sales 54,164 1,632 (b), (c), (d), (e) 55,796 Depreciation and amortization 6,299 ( 656 ) (a) 5,643 Total Cost of Revenues 85,416 976 86,392 Gross Profit 40,781 ( 3,136 ) 37,645 Operating Expenses: General and administrative expenses 31,779 108 (d) 31,887 Total Operating Expenses 240,729 108 240,837 Loss From Operations ( 199,948 ) ( 3,244 ) ( 203,192 ) Other Income (Expense): Loss Before Income Taxes $ ( 197,418 ) $ ( 3,244 ) $ ( 200,662 ) Provision for income taxes ( 714 ) 58 (g) ( 656 ) Net Loss $ ( 198,132 ) $ ( 3,186 ) $ ( 201,318 ) Net Loss Per Share: Basic $ ( 1.96 ) $ ( 0.03 ) $ ( 2.00 ) Diluted $ ( 1.96 ) $ ( 0.03 ) $ ( 2.00 ) Weighted Average Number of Common Shares Outstanding: Basic 100,844,970 100,844,970 100,844,970 Diluted 100,844,970 100,844,970 100,844,970 Consolidated Statement of Comprehensive Loss- For the Year Ended December 31, 2024 (in thousands) As Previously Reported Revision Adjustments As Revised Net Loss $ ( 198,132 ) $ ( 3,186 ) $ ( 201,318 ) Other Comprehensive Loss: Cumulative translation adjustments ( 3,309 ) - ( 3,309 ) Total Comprehensive Loss $ ( 201,441 ) $ ( 3,186 ) $ ( 204,627 ) F- 58 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 19. REVISION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Consolidated Statement of Changes in Stockholder’s Equity (in thousands) As of December 31, 2024 As Previously Reported Revision Adjustments As Revised Stockholders’ Equity: Accumulated deficit ( 735,855 ) ( 3,186 ) ( 739,041 ) Total Stockholders’ Equity $ 118,702 $ ( 3,186 ) $ 115,516 Consolidated Statement of Cash Flows- For the Year Ended December 31, 2024 (in thousands) As Previously Reported Revision Adjustments Notes As Revised Cash Flows From Operating Activities: Net loss $ ( 198,132 ) $ ( 3,186 ) (a)-(g) $ ( 201,318 ) Adjustments to reconcile net loss to net cash used in operating activities: Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 13,407 ( 656 ) (a) 12,751 Loss on disposal of property and equipment 679 1,290 (d) 1,969 Provision for slow moving and obsolete inventory 2,352 1,672 (c) 4,024 Changes in operating assets and liabilities: - Accounts receivable ( 2,036 ) 1,130 (f) ( 906 ) Prepaid expenses and other current assets 2,231 ( 2,260 ) (f) ( 29 ) Accounts payable, accrued expenses, and other current liabilities ( 4,930 ) 1,162 (b), (e), (f) ( 3,768 ) Other liabilities 815 5,543 (f) 6,358 Deferred revenue 2,327 ( 5,824 ) (f) ( 3,497 ) Total Adjustments 150,970 2,057 153,027 Net Cash Used In Operating Activities ( 47,162 ) ( 1,129 ) ( 48,291 ) Cash Flows From Investing Activities: Proceeds from government grants - 1,129 (f) 1,129 Net Cash Provided By Investing Activities 4,148 1,129 5,277 F- 59 BLINK CHARGING CO. Notes to Consolidated Financial Statements (dollars in thousands, except for share and per share amounts) 20. QUARTERLY INFORMATION (UNAUDITED) The following table show a summary of the Company’s quarterly financial information for the quarterly periods within fiscal 2025 and reflect the quarterly impact of the adjustments identified in the preceding note as well as other immaterial adjustments. SCHEDULE OF QUARTERLY FINANCIAL INFORMATION For The Three Months Ended For The Three Months Ended For The Three Months Ended For The Three Months Ended March 31, June 30, September 30, December 31, 2025 2025 2025 2025 Revenues: Product sales $ 8,380 $ 14,509 $ 13,035 $ 11,037 Charging service revenue 7,042 7,940 8,015 9,288 Network fees 2,464 2,869 2,767 4,100 Warranty 820 1,455 1,361 206 Grant and rebate 160 32 59 59 Car-sharing services 1,175 1,111 1,231 1,292 Other 677 789 587 1,060 Total Revenues 20,718 28,705 27,055 27,042 Cost of Revenues: Cost of product sales 5,548 14,074 8,095 13,998 Cost of charging services 904 1,062 1,355 1,203 Host provider fees 3,914 4,524 4,109 5,118 Network costs 463 636 627 528 Warranty and repairs and maintenance 840 1,302 785 611 Car-sharing services 685 1,067 1,438 1,076 Depreciation and amortization 1,295 1,208 1,318 234 Total Cost of Revenues 13,649 23,873 17,727 22,768 Gross Profit $ 7,069 $ 4,832 $ 9,328 $ 4,274 Loss From Operations $ ( 21,381 ) $ ( 29,562 ) $ ( 451 ) $ ( 32,706 ) Net Loss $ ( 21,008 ) $ ( 29,312 ) $ ( 332 ) $ ( 32,733 ) Net Loss Per Share: Basic $ ( 0.21 ) $ ( 0.28 ) $ ( 0.00 ) $ ( 0.28 ) Diluted $ ( 0.21 ) $ ( 0.28 ) $ ( 0.00 ) $ ( 0.28 ) Weighted Average Number of Common Shares Outstanding: Basic 102,466,507 102,899,705 109,110,766 115,891,622 Diluted 102,466,507 102,899,705 109,110,766 115,891,622 21. SUBSEQUENT EVENTS SUBLEASE In January 2026, the Company commenced a sublease of its facility located in Bowie, Maryland. The sublease has a term through March 31, 2031. Under the sublease, aggregate base rental income is approximately $ 2,300 over the sublease term. The sublease includes a 21-month rent abatement period during which base rent is partially or fully abated on a portion of the premises. In connection with the sublease, the Company provided the sublessee with an irrevocable letter of credit of approximately $ 315 to secure the sublessee’s benefit of the abated rent for the period of the rent abatement. NASDAQ LISTING COMPLIANCE On January 26, 2026, the Company received a deficiency letter (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive trading days, the closing bid price of its common stock had been below the $ 1.00 per share minimum required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). The Notice has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days from the date of the Notice, or until July 27, 2026, to regain compliance with the Minimum Bid Requirement. Compliance may be regained if the closing bid price of the Company’s common stock meets or exceeds $ 1.00 per share for a minimum of 10 consecutive trading days during the compliance period. If the Company does not regain compliance by July 27, 2026, it may be eligible for an additional 180-calendar-day compliance period, provided it meets all other applicable initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Requirement. There can be no assurance that the Company will regain compliance during the initial or any additional compliance period. F- 60