What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-30 compared with 2025-05-12 · 400 added, 842 removed, 516 unchanged (71% of the section changed)

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Consolidated Statements of Operations for the years ended December 31, 2025 and 2024

Consolidated Statements of Comprehensive Loss for the years ended December 31.

2024 and 2023

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025 and 2024

Consolidated Statement of Changes in Stockholders’ Deficit for the years ended December 31, 2025 and 2024

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Camber Energy, Inc.

To the Board of Directors and Stockholders of Camber Energy, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Camber Energy, Inc.

(the “Company”) as of December 31, 2024, and 2023, and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

(the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes to consolidated financial statements (collectively referred to as the “financial statements”).

In our opinion, the 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 the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 3.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 2 of the financial statements, the Company expects to continue incurring operating losses and generating negative cash flows from operations for the foreseeable future.

Additionally, the Company has a significant working capital deficiency, accumulated deficit and net loss for the year.

These conditions raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2 to the financial statements.

The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

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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.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill and Intangible Assets:

As reflected in the Company’s consolidated financial statements, as of December 31, 2024, the Company’s goodwill and intangible assets were $0 and $19.4 million, respectively.

As disclosed in Note 4 to the consolidated financial statements, goodwill is tested for impairment at least annually or more frequently if indicators of impairment require the performance of an interim impairment assessment.

Intangible assets, at least annually, are tested for possible impairment when events or changes in circumstances that the carrying amount of the asset group may not be recoverable.

During the year ended December 31, 2024, the Company recognized impairment charges for the Company’s goodwill and intangible assets of $34.9 and $2.2 million, respectively.

We identified the impairment of goodwill and intangible assets as a critical audit matter because of the significant judgment required by management to determine estimated expected revenues, growth, and discounted cash flows.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s judgments and estimates.

The primary procedures we performed to address this critical audit matter included:

Evaluating management’s ability to forecast future cash flow assumptions including, but not limited to, the forecasted performance driven by expected industry receptivity, existing sales orders or outstanding bids, market share, and expected operating costs.

Reviewing the completeness and accuracy of the underlying data used in management’s forecast.

Assessing the underlying source information and mathematical accuracy of the calculations.

Derivative Liabilities:

As disclosed in Note 4 to the consolidated financial statements, the Company issued preferred stock that contained several features which derive value from sources unrelated to the host preferred stock instrument.

The Company determined certain of the features included in the Series C and Series G Preferred Stock designations, including the conversion, dividend, and liquidation value, required that the conversion and dividend components be bifurcated and accounted for on a stand-alone basis as derivatives.

The determination of fair value of these derivatives involved using complex valuation methodologies and significant assumptions including volume weighted prices and the estimated valuation of the Company’s common stock taking into consideration the effect of these dilutive instruments.

We identified auditing the Company’s evaluation of the accounting for the features included in the Series C Preferred Stock, specifically the methods and assumptions used to estimate the fair value of the derivative liabilities, as a critical audit matter because of the significant judgments and assumptions required by management.

The primary procedures we performed to address this critical audit matter included:

Obtaining and reviewing the underlying Series C Preferred Stock certificate of designation and related amendments to understand the terms and conditions, economic substance, and identify embedded features requiring evaluation.

Testing management’s development of the assumptions used in the valuation models applied and the reasonableness of those assumptions.

Obtaining an understanding of management’s process for developing the estimated fair value of the embedded features, including evaluation of the appropriateness of the method selected by the Company, identifying the significant assumptions used to determine the fair value estimate, and the application of those assumptions in the related method.

Assessing the data and significant assumptions used in developing the fair value estimate, including procedures to determine whether the data was complete and accurate and sufficiently precise.

Intangible Asset Impairment

Refer to Note 3, Summary of Significant Accounting Policies – Intangible Assets , and Note 6, Intangible Assets , to the financial statements.

Critical Audit Matter Description

The Company’s evaluation of long-lived intangible assets for impairment involves the comparison of the fair value of each asset to its carrying value.

The Company estimates fair value primarily using the income approach, which is based on the present value of estimated future cash flows attributable to the respective assets.

This requires management to make significant estimates and assumptions related to forecasts of future revenues, operating margins, cash flows (including growth rates beyond the explicit forecast period), royalty rates (where applicable), and discount rates (weighted-average cost of capital).

Changes in these assumptions could have a material impact on either the fair value determination or the amount of any impairment charge.

During the year, the Company performed its annual impairment assessments as of December 31, 2025, and also performed interim quantitative impairment tests due to identified triggering events, e.g., adverse changes in market conditions, increased competition, reduced cash flows, or macroeconomic factors.

The estimated fair value of the ESG Clean Energy license was determined to be zero, resulting in an impairment charge of approximately $3.7 million.

The estimated fair value of the Other intangibles – Variable Interest Entities were determined to be in excess of their carrying values, resulting in no impairment charges.

We identified the Company’s impairment evaluations of long-lived intangible assets as a critical audit matter because of significant judgments made by management to estimate the fair values of the assets.

A high degree of auditor judgment and an increased extent of effort was required when performing audit procedures to evaluate the reasonableness of management’s forecasts, growth rates, royalty rates, discount rates, and fair-value allocations.

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures related to the Company’s impairment evaluations included the following:

We evaluated management’s ability to accurately forecast revenues, margins, and cash flows by comparing actual results to management’s historical forecasts.

We evaluated the reasonableness of management’s forecasts of revenues, operating margins, and cash flows by comparing them to:

Historical results;

Underlying business strategies and growth plans;

Internal communications to management and the Board of Directors;

Forecasted information included in Company press releases, earnings calls, and analyst and industry reports for the Company and peer companies.

We evaluated the reasonableness of the valuation methodologies, growth rates, royalty rates, discount rates, and fair-value allocations by:

Testing the source information underlying the determination of those assumptions and the mathematical accuracy of the calculations;

Developing a range of independent estimates for the discount rates and terminal growth rates and comparing those ranges to the rates selected by management;

Performing sensitivity analyses over the significant assumptions to assess the potential impact on the fair value conclusions.

We also assessed the appropriateness of the Company’s disclosures related to the impairment assessments, including the key assumptions and the sensitivity of the fair value measurements to changes in those assumptions.

Accounting for Investment in Simson-Maxwell Ltd.

– Deconsolidation, Equity Method Accounting, and Subsequent Change to Fair Value

Refer to Note 3, Summary of Significant Accounting Policies - Investment in Unconsolidated Entity , and Note 4, Investment in Simson-Maxwell , to the financial statements.

Critical Audit Matter Description

During the year, the Company’s ownership interest in Simson-Maxwell Ltd.

(“Simson-Maxwell”) decreased below 50% due to an external dilution of the Company’s equity interest in Simson-Maxwell on April 1, 2025, resulting in the loss of a controlling financial interest.

The Company deconsolidated Simson-Maxwell effective April 1, 2025 and recognized a gain on deconsolidation of approximately $6.2 million, calculated based on the fair value of the retained interest at the date control was lost.

For the portion of the year following deconsolidation through September 30, 2025, the retained interest was accounted for under the equity method of accounting because the Company determined it continued to exercise significant influence over the investee (primarily through board representation and other participatory rights).

During the quarter ended December 31, 2025, management concluded that significant influence was no longer present, at which point the investment was remeasured to fair value and subsequently accounted for as an equity security under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 321, Investments – Equity Securities , with changes in fair value recognized in operations.

We identified the accounting for the changes in the Company’s investment in Simson-Maxwell (including the deconsolidation, application of the equity method for a portion of the year, determination of the date when significant influence was lost, and the related fair value measurements) as a critical audit matter.

This was due to the significant judgments required by management in (1) assessing the date when control was lost, (2) evaluating qualitative and quantitative factors to determine the presence or absence of significant influence, and (3) estimating the fair value of the retained interest at both the deconsolidation date and the date significant influence ceased.

These judgments involved complex considerations under ASC 810, Consolidation , and ASC 323, Investments—Equity Method and Joint Ventures , including analysis of governance documents, board rights, contractual arrangements, and market data.

A high degree of auditor judgment and an increased extent of effort was required when performing audit procedures to evaluate the appropriateness of the accounting conclusions and the reasonableness of the fair value determinations.

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures related to the Company’s accounting for the investment in Simson-Maxwell included the following:

We evaluated management’s determination of the deconsolidation date, and the date significant influence was lost by reviewing relevant governance documents, board minutes, contractual agreements, ownership percentages, and other evidence of the Company’s ability to exercise control or significant influence.

We evaluated the Company’s calculation of the gain on deconsolidation, including the remeasurement of the retained interest to fair value at the deconsolidation date, by testing the underlying data and assumptions used in the valuation.

We evaluated the reasonableness of the fair value measurements (at both the deconsolidation date and the date significant influence was lost) by:

Testing the source information and mathematical accuracy of the calculations;

Assessing the appropriateness of the valuation methodologies (e.g., present value of the call option included in the Shareholder Agreement between the Company and T&T Power) and significant assumptions (e.g., discount rates or other unobservable inputs);

Developing independent ranges for key assumptions and comparing them to those selected by management;

Performing sensitivity analyses to assess the impact of changes in assumptions on the fair value conclusions.

We assessed the appropriateness of the subsequent accounting (equity method followed by fair value accounting) and the related disclosures, including the nature of the changes and the amounts recognized in the financial statements.

/s/ Turner, Stone & Company, L.L.P.

Dallas, Texas

Turner, Stone & Company, L.L.P.

We have served as the Company’s auditor since 2019.

Dallas, Texas

March 30, 2026

CAMBER ENERGY, INC.

CONSOLIDATED BALANCE SHEETS

At December 31,

Current assets:

Cash and cash equivalents

Accounts receivable, net

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Prepaids and other current assets

Note receivable from related party

Total current assets

Oil and gas properties, full cost method

Proved oil and gas properties, net

Total oil and gas properties, net

Fixed assets, net

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ESG Clean Energy license, net

Other intangibles - Simson Maxwell, net

Other intangibles - Variable Interest Entities

Investment in Simson-Maxwell

Due from related parties

Deposits and other assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

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Derivative liability

Current portion of long-term debt - net of discount

Current portion of long-term debt - net of debt discount

Total current liabilities

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Commitments and contingencies (Note 13)

STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock Series A, $ 0.001 par value, 50,000 shares authorized, 28,092 shares issued and outstanding as of December 31, 2024 and 2023.

Preferred stock Series C, $ 0.001 per value, 5,200 shares authorized, 30 shares issued and outstanding as of December 31, 2024 and 2023.

Liquidation preference of $ 1,033,950 .

Preferred stock Series G, $ 0.001 par value, 25,000 authorized, 5,272 shares issued and outstanding as of December 31, 2024 and 2023.

No liquidation preference.

Preferred stock Series H, $ 0.001 par value, 2,075 shares authorized, nil and 275 shares issued and outstanding as of December 31, 2024 and 2023, respectively.

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 258,136,858 and 119,301,921 shares issued and outstanding as of December 31, 2024 and 2023, respectively.

Common stock to be issued on true-up of prior Series C Preferred stock conversions ( 21,574,679 shares to be issued)

STOCKHOLDERS’ DEFICIT

Preferred stock Series A, $ 0.001 par value, 50,000 shares authorized, 28,092 shares issued and outstanding as of December 31, 2025 and December 31, 2024

Preferred stock Series C, $ 0.001 per value, 5,200 shares authorized, zero and 30 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively.

Preferred stock Series G, $ 0.001 par value, 25,000 authorized, 5,272 shares issued and outstanding as of December 31, 2025 and December 31, 2024.

Liquidation preference of nil.

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 281,686,525 and 258,136,858 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Common stock to be issued on true-up of prior Series C Preferred stock conversions (zero and 21,574,679 shares as of December 31, 2025 and December 31, 2024, respectively)

Additional paid-in capital

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( 208,492,886 )

Parent’s stockholders’ equity (deficit) in Camber

Parent’s stockholders’ deficit in Camber Energy, Inc.

( 49,774,238 )

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Non-controlling interest

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

TOTAL STOCKHOLDERS’ DEFICIT

( 43,368,722 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

( 37,819,657 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of these consolidated financial statements.

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General and administrative

Stock-based compensation

Impairment of oil and gas properties

Impairment of intangible assets

Depreciation, depletion & amortization

Depreciation, depletion and amortization

Accretion - asset retirement obligation

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Other income (expense)

Interest expense

Interest expense, net

( 1,827,863 )

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( 18,306,398 )

( 9,150,459 )

(Loss) gain on disposal of oil and gas properties

Gain on partial disposal of interest in subsidiary

Change in fair value of investment

Equity in earnings of unconsolidated entity

Loss on disposal of oil and gas properties

Loss on extinguishment of debt

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( 34,860,411 )

Total other expense, net

( 59,076,750 )

Total other income (expense), net

( 59,076,750 )

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Common Stock to

Comprehensive

Non-controlling

Other Comprehensive

Noncontrolling

Stockholders'

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$ ( 208,492,886 )

$ ( 37,819,657 )

Common shares issued on true-up of Series C preferred stock

Common shares to be issued on true-up of Series C preferred stock

Common shares issued on conversion of Series H Preferred stock

Common shares issued on conversion of debt

Common shares issued on conversion of accrued interest

Common shares issued for services

Foreign currency translation adjustment

( 6,645,406 )

( 1,063,265 )

Common shares issued on conversion of series C preferred stock

Cancellation of Series C preferred stock

Cancellation of true-up shares to be issued

( 14,929,273 )

Balances at December 31, 2024

( 2,388,684 )

Disposition of majority interest in Simson-Maxwell

Issuance of warrants for services

Investment in Viking Distribution Solutions

Foreign currency translation adjustment

( 4,408,495 )

( 5,326,618 )

Balances at December 31, 2025

$ 162,845,423

$ ( 212,901,381 )

$ ( 43,368,722 )

Preferred Stock

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Preferred Stock

Comprehensive

Non-controlling

Stockholders'

Common Stock to be Issued

Other Comprehensive

Noncontrolling

Total Stockholders'

Balances at December 31, 2023

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$ ( 140,350,893 )

Common shares issued on exercise of warrants

Reverse merger adjustment

( 4,428,916 )

( 4,396,034 )

Common shares issued on conversion of debt

Common shares issued on conversion of Series H preferred stock

Common shares issued on conversion of Series C preferred stock

Common shares issued on true-up of Series C preferred stock

Common shares to be issued on true-up of Series C preferred stock

Common shares issued on conversion of Series H Preferred stock

Common shares issued on conversion of debt

Common shares issued on conversion of accrued interest

Common shares issued for services

Foreign currency translation adjustment

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( 2,117,901 )

( 70,259,894 )

Balances at December 31, 2024

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$ ( 208,492,886 )

$ ( 37,819,657 )

The accompanying notes are an integral part of these consolidated financial statements.

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Adjustments to reconcile net loss to cash used in operating activities:

Impairment of goodwill

Impairment of intangible assets

Change in fair value of derivative liability

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Depreciation, depletion and amortization

Accretion – asset retirement obligation

Amortization of right-of-use assets

Loss on extinguishment of debt

Change in fair value of investment

Amortization of debt discount

Impairment of goodwill

Impairment of intangible assets

Impairment of oil and gas assets

Gain on partial disposal of interest in subsidiary

( 6,169,824 )

Equity in earnings of unconsolidated entity

Loss on extinguishment of debt

Loss (gain) on disposal of oil and gas properties

ARO recovered on previously disposed oil and gas assets

ARO recovered on previously dispose oil and gas assets

Bad debt expense

Foreign currency translation adjustment

Accretion – asset retirement obligation

Effect of exchange rates on cash

Changes in operating assets and liabilities, net of effects of business combination during the year:

Accounts receivable

( 3,476,409 )

Prepaid expenses and other assets

Accounts receivable, net

Inventory, net

Prepaids and other assets

Accounts payable

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( 1,499,953 )

Related party payables

Due to related parties

Customer deposits

( 2,677,539 )

Operating lease liabilities

( 2,188,179 )

( 1,304,247 )

Undistributed revenues and royalties

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Acquisition of fixed assets

Cash acquired on Merger

Payments received on notes receivable from related party

Deconsolidation of Simson-Maxwell cash balance

Investment in Viking Distribution Solutions

Net cash provided by investing activities

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Repayment of long-term debt

Proceeds on issuance of long-term debt

Proceeds from (repayment of) non-interest-bearing advances from parent

( 2,120,000 )

Advances on Simson Maxwell bank credit facility

Proceeds from issuance of long-term debt

Advance from related party

Advances from (repayment of) bank credit facility

Net cash provided by financing activities

Net decrease in cash

( 2,333,289 )

Net increase (decrease) in cash

Cash, beginning of year

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Merger with Viking Energy Group, Inc.

On August 1, 2023, Camber Energy, Inc.

(“Camber”, the “Company”, “we”, “us” or “our”) completed the previously announced merger (the “Merger”) with Viking Energy Group, Inc.

(“Viking”) pursuant to the terms and conditions of the Agreement and Plan of Merger between Camber and Viking dated February 15, 2021, which was amended on April 18, 2023 (as amended, the “Merger Agreement”), with Viking surviving the Merger as a wholly-owned subsidiary of Camber.

Upon the terms and conditions in the Merger Agreement, each share:

(i) of common stock, par value $0.001 per share, of Viking (the “Viking Common Stock”) issued and outstanding, other than shares owned by Camber, was converted into the right to receive one share of common stock of Camber (the “Camber Common Stock”);

(ii) of Series C Preferred Stock of Viking (the “Viking Series C Preferred Stock”) issued and outstanding was converted into the right to receive one share of Series A Convertible Preferred Stock of Camber (the “New Camber Series A Preferred Stock”) and (iii) of Series E Convertible Preferred Stock of Viking (the “Viking Series E Preferred Stock,” and, together with the Viking Series C Preferred Stock, the “Viking Preferred Stock”) issued and outstanding was converted into the right to receive one share of Series H Preferred Stock of Camber (the “New Camber Series H Preferred Stock,” and, together with the New Camber Series A Preferred Stock, the “New Camber Preferred”).

Each share of New Camber Series A Preferred Stock is convertible into 890 shares of Camber Common Stock (subject to a beneficial ownership limitation preventing conversion into Camber Common Stock if the holder would be deemed to beneficially own more than 9.99 % of Camber Common Stock), is treated equally with Camber Common Stock with respect to dividends and liquidation, and only has voting rights with respect to voting:

(a) on a proposal to increase or reduce Camber’s share capital;

(b) on a resolution to approve the terms of a buy-back agreement;

(d) on a proposal for the disposal of all or substantially all of Camber’s property, business and undertaking;

(f) during the winding-up of Camber;

and/or (g) with respect to a proposed merger or consolidation in which Camber is a party or a subsidiary of Camber is a party.

Each share of New Camber Series H Preferred Stock has a face value of $ 10,000 per share, is convertible into a certain number of shares of Camber Common Stock, with the conversion ratio based upon achievement of certain milestones by Viking’s subsidiary, Viking Protection Systems, LLC (provided the holder has not elected to receive the applicable portion of the purchase price in cash pursuant to that certain Purchase Agreement, dated as of February 9, 2022, by and between Viking and Jedda Holdings, LLC), is subject to a beneficial ownership limitation of 4.99 % of Camber Common Stock (but may be increased up to a maximum of 9.99 % at the sole election of a holder by the provision of at least 61 days’ advance written notice) and has voting rights equal to one vote per share of Camber Series H Preferred Stock held on a non-cumulative basis.

Each outstanding option or warrant to purchase Viking Common Stock (a “Viking Option”), to the extent unvested, automatically became fully vested and was converted automatically into an option or warrant (an “Adjusted Option”) to purchase, on substantially the same terms and conditions as were applicable to such Viking Option, except that instead of being exercisable into Viking Common Stock, such Adjusted Option is exercisable into Camber Common Stock.

Each outstanding promissory note issued by Viking that was convertible into Viking Common Stock (a “Viking Convertible Note”) was converted into a promissory note convertible into Camber Common Stock (an “Adjusted Convertible Note”) having substantially the same terms and conditions as applied to the corresponding Viking Convertible Note (including, for the avoidance of doubt, any extended post-termination conversion period that applies following consummation of the Merger), except that instead of being convertible into Viking Common Stock, such Adjusted Convertible Note is convertible into Camber Common Stock.

In connection with the Merger, Camber issued approximately 49,290,152 shares of Camber Common Stock, which represented approximately 59.99 % of the outstanding Camber Common Stock after giving effect to such issuance.

In addition, Camber reserved for issuance approximately 88,647,137 additional shares of Camber Common Stock in connection with the potential (1) conversion of the New Camber Series A Preferred Stock, (2) conversion of the New Camber Series H Preferred Stock, (3) exercise of the Adjusted Options and (4) conversion of the Adjusted Convertible Notes.

For accounting purposes, the Merger was deemed a reverse acquisition.

Consequently, Viking (the legal subsidiary) was treated as the acquiror of Camber (the legal parent).

Accordingly, these consolidated financial statements reflect the financial position, operating results, and cash flow of Viking up to the date of the Merger, and the combined financial position, operating results and cash flow of Viking and Camber from August 1, 2023.

Doris continues to serve as President and Chief Executive Officer of the combined company, and the combined company continues to have its headquarters in Houston, Texas.

Company Overview and Operations

Camber is a growth-oriented diversified energy company.

Through our majority-owned subsidiaries we provide custom energy and power solutions to commercial and industrial clients in North America, and have a majority interest in:

(i) an entity with intellectual property rights to a fully developed, patented, proprietary Medical and Bio-Hazard Waste Treatment system using Ozone Technology;

and (ii) entities with the intellectual property rights to fully developed, patented and patent pending, proprietary Electric Transmission and Distribution Broken Conductor Protection Systems.

Also, we hold a license to a patented clean energy and carbon-capture system with exclusivity in Canada and for multiple locations in the United States.

The Company is also exploring other energy-related opportunities and/or technologies which are currently generating revenue or have a reasonable prospect of generating revenue within a reasonable period of time.

Custom Energy and Power Solutions:

Simson-Maxwell Acquisition

On August 6, 2021, Viking acquired approximately 60.5 % of the issued and outstanding shares of Simson-Maxwell Ltd.

(“Simson-Maxwell”), a Canadian federal corporation, for $ 7,958,159 in cash.

Simson-Maxwell manufactures and supplies power generation products, services and custom energy solutions.

Simson-Maxwell provides commercial and industrial clients with efficient, flexible, environmentally responsible and clean-tech energy systems involving a wide variety of products, including CHP (combined heat and power), tier 4 final diesel and natural gas industrial engines, solar, wind and storage.

Simson-Maxwell also designs and assembles a complete line of electrical control equipment including switch gear, synchronization and paralleling gear, distribution, Bi-Fuel and complete power generation production controls.

Operating for over 80 years, Simson-Maxwell’s seven branches assist with servicing a large number of existing maintenance arrangements and meeting the energy and power-solution demands of the Company’s other customers.

Clean Energy and Carbon-Capture System:

In August 2021, Viking entered into a license agreement with ESG Clean Energy, LLC (“ESG”), to utilize ESG’s patent rights and know-how related to stationary electric power generation and heat and carbon dioxide capture (the “ESG Clean Energy System”).

The intellectual property licensed by Viking includes certain patents and/or patent applications.

The ESG clean Energy System is designed to, among other things, generate clean electricity from internal combustion engines and utilize waste heat to capture approximately 100 % of the carbon dioxide (CO2) emitted from the engine without loss of efficiency, and in a manner to facilitate the production of certain commodities.

11,286,832, for example, covers the invention of an “exhaust-gas-to-exhaust-gas heat exchanger” that efficiently cools – and then reheats – exhaust from a primary power generator so greater energy output can be achieved by a secondary power source with safe ventilation.

Another key aspect of this patent is the development of a carbon dioxide capture system that utilizes the waste heat of the carbon dioxide pump to heat and regenerate the absorber that enables carbon dioxide to be safely contained and packaged.

The Company intends to sell, lease and/or sub-license the ESG Clean Energy System to third parties using, among other things, Simson-Maxwell’s existing distribution channels.

The Company may also utilize the ESG Clean Energy System for its own account, whether in connection with its petroleum operations, Simson-Maxwell’s power generation operations, or otherwise.

Camber is a growth-oriented diversified company with interests in innovative, industry-changing or industry-leading technologies, as well as an interest in a company that provides custom energy and power solutions to commercial and industrial clients in North America.

Our existing portfolio of innovative technologies includes:

(i) a majority interest in an entity with intellectual property rights to a fully developed, patented, proprietary medical and bio-hazard waste treatment system using ozone technology;

and (ii) a majority interest in entities with the intellectual property rights to fully developed, patented and patent pending, proprietary electric transmission and distribution broken conductor protection systems, and a license to a patented clean energy and carbon-capture system with exclusivity in Canada and for multiple locations in the United States.

Our interest in the custom energy and power solutions industry currently consists of a forty-nine percent interest in Simson-Maxwell Ltd., a Canadian corporation.

We are also exploring other energy-related opportunities and/or technologies which are currently generating revenue, or have a reasonable prospect of generating revenue within a reasonable period of time.

Medical Waste Disposal System Using Ozone Technology:

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11,565,289), proprietary medical and biohazard waste treatment system using ozone technology.

Simson-Maxwell has been designated the exclusive worldwide manufacturer and vendor of this system.

The technology is designed to be a sustainable alternative to incineration, chemical, autoclave and heat treatment of bio-hazardous waste, and for the treated waste to be classified as renewable fuel for waste-to-energy (“WTE”) facilities in many locations around the world.

Broken Conductor Protection Technologies:

In February 2022, Viking acquired a 51 % interest in two entities, Viking Sentinel and Viking Protection, that own the intellectual property rights to patented and patent pending proprietary electric transmission and distribution broken conductor protection systems.

The systems are designed to detect a break in a transmission line, distribution line, or coupling failure, and to immediately terminate the power to the line before it reaches the ground.

In February 2022, Viking acquired a 51 % interest in two entities, Viking Sentinel Technology, LLC (“Viking Sentinel”) and Viking Protection Systems, LLC (“Viking Protection”), that own the intellectual property rights to patented and patent pending proprietary electric transmission and distribution broken conductor protection systems.

The broken conductor protection systems are designed to detect a break in a transmission line, distribution line, or coupling failure, and to immediately terminate the power to the line before it reaches the ground.

The technology is intended to increase public safety and reduce the risk of causing an incendiary event, and to be an integral component within grid hardening and stability initiatives by electric utilities to improve the resiliency and reliability of existing infrastructure.

Oil and Gas Properties

Divestitures in 2024:

On February 1, 2024, the Company sold its working interest in oil and gas properties producing from the Cline and Wolfberry formations in Texas for gross proceeds of $ 205,000 .

The Company recorded a net loss on this transaction, as follows:

Proceeds from sale (net of transaction costs)

Reduction in oil and gas full cost pool (based on % of reserves disposed)

( 1,038,900 )

ARO recovered

Loss on disposal

$ ( 755,506 )

Divestitures in 2023:

On November 5, 2023, Mid-Con Petroleum, LLC and Mid-Con Drilling, LLC, wholly-owned subsidiaries of Viking, sold 100 % of their interest in oil and gas assets in Kansas, consisting of 168 producing wells, 90 injector wells and 34 non-producing wells, for gross proceeds of $ 515,000 .

On December 1, 2023, a subsidiary of Petrodome Energy, LLC (“Petrodome”), a wholly-owned subsidiary of Viking, sold its non-operated working interest in a producing oil well in Texas for proceeds of $ 250,000 .

The Company recorded a net gain on these two transactions during the fourth quarter of 2023 as follows:

Proceeds from sales (net of transaction costs)

Reduction in oil and gas full cost pool (based on % of reserves disposed)

( 1,049,229 )

ARO recovered

Cash bond recoverable (net of fees)

Gain on disposal

As of December 31, 2024, the Company did not hold any interest in producing oil and gas properties.

On August 1, 2025, Viking entered into a Securities Purchase Agreement pursuant to which Viking agreed to purchase 51 units, representing 51 % of the membership interests, of Viking Distribution Solutions, LLC (“Viking Distribution”), from Milo Group, LLC (“Milo”).

Viking Distribution was formed on May 13, 2025, and Milo was issued all 100 units of Viking Distribution in consideration of Milo’s assignment to Viking Distribution of all of Milo’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with an electric distribution ground fault prevention trip signal engaging system, also referred to as the “broken conductor protection system” or “open conductor detection system”, and related issued patents, pending patents and/or patent applications.

Clean Energy and Carbon-Capture System:

In August 2021, Viking entered into an Exclusive Intellectual Property License Agreement (the “IPLA”) with ESG Clean Energy, LLC (“ESG”), to utilize ESG’s patent rights and know-how related to stationary electric power generation and heat and carbon dioxide capture (the “ESG Clean Energy System”).

The intellectual property licensed by Viking includes the patents and/or patent applications related to this technology

The Company intends to sell, lease and/or sub-license the ESG Clean Energy System to third parties.

On August 13, 2025, Viking, ESG and Scuderi Group, Inc.

signed an Amendment to the IPLA pursuant to which Scuderi was added, effective as of such date, as an additional licensor or grantor, as applicable, under the IPLA, and was vested with all future rights and obligations of ESG thereunder, and Scuderi assumed all remaining duties, liabilities and benefits of ESG under the IPLA, to the same extent as ESG.

Further, all general references to ESG in the IPLA are deemed to read “ ESG and Scuderi” and all provisions containing obligations of ESG are deemed to be obligations of ESG and Scuderi, jointly and severally.

Scuderi is the owner of the intellectual property licensed to Viking by ESG.

In July 2025, ESG filed a voluntary bankruptcy petition under Chapter 11 with the Massachusetts Bankruptcy Court.

At the time of filing, ESG had not yet constructed and put into commercial operation the carbon capture or water removal systems at its power generation facility in Holyoke, MA.

There is currently significant uncertainty as to whether ESG and/or Scuderi will be able to fully complete and commercialize its technology, which is necessary for the Company to market the technology and practically benefit from rights and entitlements under the license.

Custom Energy and Power Solutions:

In August 2021, Viking acquired approximately 60.5 % of the issued and outstanding shares of Simson-Maxwell Ltd., a Canadian federal corporation.

Simson-Maxwell manufactures and supplies power generation products, services and custom energy solutions.

Operating for over 80 years, Simson-Maxwell’s branches assist with servicing a large number of existing maintenance arrangements and meeting the energy and power-solution demands of the Company’s other customers.

On April 1, 2025, Viking entered into a Share Subscription Agreement (“SSA”) with T&T Power Group Inc., Remora EQ LP, Simmax Corp., and Simson-Maxwell.

The SSA relates to a restructuring of the ownership of Simson-Maxwell that resulted in Camber ceasing to have a controlling interest in Simson-Maxwell.

Under the SSA, T&T agreed to (i) subscribe for 952 Class A Common Shares of Simson-Maxwell for an aggregate subscription price of approximately CAD $2.28 million;

(ii) purchase 903 Class A Common Shares from Remora for an agreed purchase price;

and (iii) purchase 681 Class A Common Shares from Simmax for an agreed purchase price.

T&T also agreed to provide up to CAD $3.0 million in additional working capital to Simson-Maxwell on closing or at such time as is reasonably required to meet the cash requirements of Simson-Maxwell, and to repay on or within a reasonable period following the closing amounts owing under Simson-Maxwell’s then outstanding senior secured credit facilities.

T&T acquired the Subscription Shares by paying the subscription price in cash.

T&T acquired the Remora Shares by paying approximately 3.5% of the purchase price in cash and issuing a promissory note for the remaining balance, maturing on December 1, 2025 .

T&T acquired the Simmax Shares by issuing a promissory note to Simmax, also maturing on December 1, 2025.

Following the closing of the transactions described above, T&T and Viking are the only remaining shareholders of Simson-Maxwell.

T&T owns 51 % of Simson-Maxwell’s issued and outstanding Class A Common Shares, and Viking owns the remaining 49 %.

Viking did not sell or purchase any shares in connection with the Simson Share Transactions;

however, Viking’s ownership decreased from approximately 60.5% to 49 %.

As a result of the reduction in Viking’s ownership interest and ceasing to have control over Simson-Maxwell, Camber no longer consolidates Simson-Maxwell’s financial results in its consolidated financial statements.

The Company instead accounts for its investment in Simson-Maxwell at fair value (see Note 4).

Viking also entered into a Unanimous Shareholders Agreement (“USA”) on April 1, 2025 with T&T and Simson-Maxwell.

The USA governs the ownership and management of Simson-Maxwell and provides that T&T is entitled to nominate two members to Simson-Maxwell’s board of directors, and Viking is entitled to nominate one member.

The USA also contains a call and a put option.

Under the call option, T&T has the option, exercisable at any time within the first 36 months, to purchase Viking’s 49% ownership interest for CAD $5.75 million (approximately $4.2 million).

Under the put option, Viking has the option, exercisable at any time after 36 months, to require T&T to purchase Viking’s 49% ownership interest for CAD $7.75 million (approximately $5.7 million) .

Going Concern

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The loss for the year ended December 31, 2025, was comprised of, among other things, certain non-cash items, including:

(i) goodwill impairment of $ 34,860,411 ;

(ii) change in fair value of derivative liability of $ 18,306,398 ;

(iii) amortization of debt discount of $ 3,349,404 ;

(iv) impairment of intangible assets of $ 2,248,940 ;

(v) loss on extinguishment of debt of $ 811,132 , and;

(vi) depreciation, depletion and amortization of $ 779,632 .

(i) impairment of intangible assets of $ 3,728,011 ;

(ii) amortization of debt discount of $ 3,217,568 ;

(iii) depreciation, depletion and amortization of $ 291,617 , and;

(iv) a gain on the partial disposal of interest in subsidiary of $ 6,169,824 .

As of December 31, 2025, the Company had stockholders’ deficit of $ 43,368,722 , long-term debt, net of current, of $ 43,698,407 and a working capital deficiency of $ 15,845,860 .

The largest components of current liabilities creating this working capital deficiency are accrued interest on note payable to Discover of $ 6,578,169 , drawings by Simson-Maxwell against its bank credit facility of $ 3,937,008 , an advance from FK Venture, LLC of $ 1,200,000 and amounts due to AGD Advisory Group, Inc., a related party, of $ 960,000 .

The largest components of current liabilities creating this working capital deficiency was accrued interest on note payable to Discover of $ 8,099,682 , amounts due to related parties of $ 1,338,330 , related party accounts payable of $ 1,810,000 and current portion of long-term debt of $ 1,202,956 .

These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern.

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Recently issued Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements.

ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss.

This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition;

(ii) requires that all annual disclosures are provided in the interim periods;

(iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported;

(iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources;

(v) requires that an entity with a single segment provide all new required disclosures.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures , which requires public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows.

The Company adopted ASU 2023-07 for the annual reporting period ended December 31, 2024 and for interim reporting periods thereafter.

In June 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-05, Business Combinations (ASC Topic 805):

The Company does not expect adoption of this Update to have a significant impact on its financial statements.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes , which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid.

The amendments are effective for fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-09 for the fiscal year beginning January 1, 2025, retrospectively and on a prospective basis.

In June 2023, FASB issued ASU 2023-05 (“ASU 2023-05”), Business Combinations (ASC Topic 805):

Joint Venture Formations, which provides guidance on accounting for joint ventures established through new entities.

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The amendments in this Update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025.

The Company is currently evaluating the implications of this update on its accounting practices for joint ventures and expects it will enhance consistency and transparency in financial reporting, without a material impact on its financial position or results of operations.

Adoption of the Update did not impact the Company’s financial statements for 2025.

a) Basis of Presentation

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GAAP”) for consolidated financial information and with the instructions to Form 10-K as promulgated by the Securities and Exchange Commission (the “SEC”).

Accordingly, these consolidated financial statements include all of the disclosures required by generally accepted accounting principles for complete consolidated financial statements.

Accordingly, these consolidated financial statements include all of the disclosures required by U.S.

GAAP for complete consolidated financial statements.

b) Basis of Consolidation

The consolidated financial statements presented herein reflect the consolidated financial results of the Company, its wholly-owned subsidiaries, Viking Energy Group, Inc.

(“Viking”), Camber Permian LLC, CE Operating LLC and CE Operating LLC, the wholly-owned subsidiaries of Viking (Mid-Con Petroleum, LLC, Mid-Con Drilling, LLC, Mid-Con Development, LLC, and Petrodome Energy, LLC.), and Simson-Maxwell (a majority-owned subsidiary of Viking).

In January 2022, Viking acquired a 51 % ownership interest in Viking Ozone, and in February 2022, Viking acquired a 51 % ownership interest in both Viking Sentinel and Viking Protection.

The consolidated financial statements presented herein reflect the consolidated financial results of the Company, its wholly-owned subsidiary, Viking Energy Group, Inc.

(“Viking”), the wholly-owned subsidiary of Viking (Petrodome Energy, LLC), and Viking’s majority interest in Simson-Maxwell from January 1 through March 31, 2025.

In January 2022, Viking acquired a 51 % ownership interest in Viking Ozone, and in February 2022, Viking acquired a 51 % ownership interest in both Viking Sentinel and Viking Protection, and in August 2025, Viking acquired a 51 % ownership interest in Viking Distribution.

These entities were formed to facilitate the monetization of acquired intellectual properties (see Note 7).

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Results of operations and cash flows of businesses conducted in foreign currency are translated using the average exchange rates throughout the period.

The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of stockholders’ equity in accumulated other comprehensive income (loss).

The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of stockholders’ equity in accumulated other comprehensive loss.

Gains and losses from foreign currency transactions have been insignificant.

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GAAP requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities.

Significant areas requiring the use of management estimates relate to the determination of the fair value of the Company’s various series of preferred stock, impairment of long-lived assets, goodwill, fair value of commodity derivatives, stock-based compensation, asset retirement obligations, and the determination of expected tax rates for future income tax recoveries.

Significant areas requiring the use of management estimates relate to the determination of the fair value of the Company’s various series of preferred stock, investment in Simson-Maxwell, impairment of long-lived assets, goodwill, stock-based compensation, asset retirement obligations, and expected tax rates for future income tax recoveries.

e) Financial Instruments

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inputs to the valuation methodology are unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.

As of December 31, 2024, the significant inputs to the Company’s derivative liability relative to the Company’s Series C Redeemable Convertible Preferred Stock (the “Series C Preferred Stock”) were Level 3 inputs.

As of December 31, 2025, the significant inputs to the Company’s investment in Simson-Maxwell and its derivative liability relative to Series C Redeemable Convertible Preferred Stock (the “Series C Preferred Stock”) were Level 3 inputs.

Assets and liabilities measured at fair value as of and for the year ended December 31, 2025 are classified below based on the fair value hierarchy described above:

Significant Unobservable

Financial assets:

Investment in Simson-Maxwell

Financial liabilities:

Derivative liability - Series C Preferred Stock

$ ( 18,306,398 )

See Note 4 for the assumptions used in determining the fair value of the investment in Simson-Maxwell.

f) Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and highly liquid investment securities that have original maturities of three months or less.

Accounts at banks in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 , while accounts at banks in Canada are insured by the Canada Deposit Insurance Corporation (“CDIC”) up to CAD $ 100,000 .

The Company’s cash balances may at times exceed the FDIC or CDIC insured limits.

g) Accounts Receivable

The Company extends credit to its power generation customers in the normal course of business.

The Company performs ongoing credit evaluations and generally does not require collateral.

Payment terms are generally 30 days.

The Company carries its trade accounts receivable at invoice amount less an allowance for expected credit losses.

On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for expected credit losses based upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current credit conditions.

At December 31, 2024 and December 31, 2023, the Company had a reserve for expected credit losses on power generation accounts receivable of $ 82,569 and $ 36,678 , respectively.

The Company does not accrue interest on past due accounts receivable.

Accounts at banks in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 .The Company’s cash balances may at times exceed the FDIC insured limits.

Inventories are stated at the lower of cost or net realizable value, and consist of parts, equipment and work-in-process.

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( 1,341,122 )

( 1,224,931 )

i) Accounting for Leases

The Company uses the right-of-use (“ROU”) model to account for leases where the Company is the lessee, which requires an entity to recognize a lease liability and ROU asset on the lease commencement date.

A lease liability is measured equal to the present value of the remaining lease payments over the lease term and is discounted using the incremental borrowing rate, as the rate implicit in the Company’s leases is not readily determinable.

The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment.

Lease payments include payments made before the commencement date and any residual value guarantees, if applicable.

When determining the lease term, the Company includes option periods that it is reasonably certain to exercise as failure to renew the lease would impose a significant economic detriment.

For operating leases, minimum lease payments or receipts, including minimum scheduled rent increases, are recognized as rent expense where the Company is a lessee on a straight-line basis (“Straight-Line Rent”) over the applicable lease terms.

The excess of the Straight-Line Rent over the minimum rents paid is included in the ROU asset where the Company is a lessee.

Short-term lease cost for operating leases includes rental expense for leases with a term of less than 12 months.

The Company elected the package of practical expedients permitted under the transition guidance for the revised lease standard, which allowed Viking to carry forward the historical lease classification, retain the initial direct costs for any leases that existed prior to the adoption of the standard and not reassess whether any contracts entered into prior to the adoption are leases.

The Company also elected to account for lease and non-lease components in lease agreements as a single lease component in determining lease assets and liabilities.

In addition, the Company elected not to recognize the right-of-use assets and liabilities for leases with lease terms of one year or less.

j) Business Combinations

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values.

The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets.

Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates.

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination.

Goodwill is subject to impairment testing at least annually and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount 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.

If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will proceed to a quantitative test.

The Company may also elect to perform a quantitative test instead of a qualitative test for any or all of our reporting units.

The test compares the fair value of an entity’s reporting units to the carrying value of those reporting units.

This quantitative test requires various judgments and estimates.

The Company estimates the fair value of the reporting unit using a market approach in combination with a discounted operating cash flow approach.

Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit.

l) Intangible Assets

Intangible assets include amounts related to the Company’s license agreement with ESG Clean Energy, LLC, and its investments in Viking Ozone, LLC, Viking Protection Systems, LLC and Viking Sentinel, LLC.

Additionally, as part of the acquisition of Simson-Maxwell, Viking identified intangible assets consisting of Simson-Maxwell’s customer relationships and its brand.

These intangible assets are described in detail in Note 7.

The intangible assets related to the ESG Clean Energy license and the Simson-Maxwell customer relationships are being amortized on a straight-line basis over 16 years (the remaining life of the related patents) and 10 years, respectively.

h) Intangible Assets

Intangible assets include amounts related to the Company’s license agreement with ESG and patents and intellectual property owned by Viking Ozone, Viking Protection, Viking Sentinel and Viking Distribution.

The intangible asset related to the ESG license was being amortized on a straight-line basis over 16 years (the remaining life of the related patents).

The other intangible assets are not amortized.

The Company reviews these intangible assets, at least annually, for possible impairment when events or changes in circumstances that the assets carrying amount may not be recoverable.

In evaluating the future benefit of its intangible assets, the Company estimates the anticipated discounted future net cash flows of the intangible assets over the remaining estimated useful life.

The Company reviews intangible assets, at least annually, for possible impairment when events or changes in circumstances indicate that the assets carrying amount may not be recoverable.

In evaluating the future benefit of its intangible assets, the Company estimates the anticipated undiscounted future net cash flows of the intangible assets over the remaining estimated useful life.

If the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying value of the asset over its fair value.

m) Income (Loss) per Share

Basic and diluted income (loss) per share calculations is calculated on the basis of the weighted average number of shares of the Company’s common stock outstanding during the year.

i) Investment in Unconsolidated Entity

The Company accounted for its non-controlling interest in Simson-Maxwell, an unconsolidated entity, under the equity method of accounting from April 1 through September 30, 2025.

During the quarter ended December 31, 2025, the Company determined that it was not able to exercise significant influence over this investment and as a result, beginning with the quarter ended December 31, 2025, accounts for this investment at fair value.

Under the fair value method, the Company adjusts the carrying value of its investment for changes in fair value and records the amount of the change in fair value in the consolidated statement of operations.

j) Income (loss) per Share

Basic and diluted income (loss) per share calculations are calculated on the basis of the weighted average number of shares of the Company’s common stock outstanding during the year.

Diluted earnings per share give effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.

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Common stock equivalents are excluded from the calculation when a loss is incurred as their effect would be anti-dilutive.

For the years ended December 31, 2024 and 2023, there were approximately 2,369,508 and 15,998,576 common stock equivalents, respectively, that were omitted from the calculation of diluted income per share as they were anti-dilutive.

n) Revenue Recognition

Power Generation Revenues

Through its 60.5 % ownership in Simson-Maxwell, the Company manufactures and sells power generation products, services and custom energy solutions.

Simson-Maxwell provides commercial and industrial clients with emergency power generation capabilities.

Simson Maxwell’s derives its revenues as follows:

k) Revenue Recognition

Sale of power generation units .

Simson-Maxwell manufactures and assembles power generation solutions.

The solutions may consist of one or more units and are generally customized for each customer.

Contracts are required to be executed for each customized solution.

The contracts generally require customers to submit non-refundable progress payments for measurable milestones delineated in the contract.

The Company considers a completed unit to be a single performance obligation for purposes of revenue recognition and recognizes revenue when control of the product is transferred to the customer, which typically occurs upon shipment or delivery to the customer.

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Progress payments are recognized as contract liabilities until the completed unit is delivered.

Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for the transfer of the unit and commissioning of the unit, which is generally the price stated in the contract.

The Company does not allow returns because of the customized nature of the units and does not offer discounts, rebates, or other promotional incentives or allowances to customers.

Simson-Maxwell has elected to recognize the cost for freight activities when control of the product has transferred to the customer as an expense within cost of goods.

Parts revenue - Simson-Maxwell sells spare parts and replacement parts to its customers.

Simson-Maxwell is an authorized parts distributor for a number of national and international power generation manufacturers.

Parts revenue.

The Company considers the purchase orders for parts, which in some cases are governed by master sales agreements, to be the contracts with the customers.

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Sales, use, value add and other similar taxes assessed by governmental authorities and collected concurrent with revenue-producing activities are excluded from revenue.

Simson-Maxwell has elected to recognize the cost for freight activities when control of the product has transferred to the customer as an expense within cost of goods sold in the consolidated statements of comprehensive income.

Parts revenues are recognized at the point in time when control of the product is transferred to the customer, which typically occurs upon shipment or delivery to the customer.

Service and repairs - Simson-Maxwell offers service and repair of various types of power generation systems.

Service and repairs are generally performed on customer owned equipment and billed based on labor hours incurred.

Service and repairs - Service and repairs are generally performed on customer-owned equipment and billed based on labor hours incurred.

Each repair is considered a performance obligation.

As a result of control transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation.

Simson-Maxwell generally uses the cost-to-cost measure of progress for its service work because the customer controls the asset as it is being serviced.

Revenue is recognized based on the extent of progress towards completion of the performance obligation, generally using the cost-to-cost measure of progress for service work because the customer controls the asset as it is being serviced.

Most service and repairs are completed within one or two days.

The following table disaggregates Simson-Maxwell’s revenue by source for the years ended December 31, 2024 and 2023:

Power generation units

Total units and parts

Service and repairs

Oil and Gas Revenues

Sales of crude oil, natural gas, and natural gas liquids (“NGLs”) have been included in revenue when production is sold to a customer in fulfillment of performance obligations under the terms of agreed contracts.

Performance obligations primarily comprise delivery of oil, gas, or NGLs at a delivery point, as negotiated within each contract.

Each barrel of oil, million BTU (“MMBtu”) of natural gas, or other unit of measure is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated.

Performance obligations are satisfied at a point in time once control of the product has been transferred to the customer.

o) Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements.

Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and the tax basis of assets and liabilities by using estimated tax rates for the year in which the differences are expected to reverse.

The Company recognizes deferred tax assets and liabilities to the extent that we believe that these assets and/or liabilities are more likely than not to be realized.

In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations.

If we determine that the Company would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

In assessing the realizability of its deferred tax assets, management evaluated whether it is more likely than not that some portion, or all of its deferred tax assets, will be realized.

The realization of its deferred tax assets relates directly to the Company’s ability to generate taxable income.

The valuation allowance is then adjusted accordingly.

p) Stock-Based Compensation

l) Stock-Based Compensation

The Company may issue stock options to employees and stock options or warrants to non-employees in non-capital raising transactions for services and for financing costs.

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The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

The fair value of stock options and warrants is determined at the date of grant using the Black-Scholes option pricing model.

The Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield.

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The risk-free rate is based on the U.S.

Treasury yield curve in relation to the contractual life of stock-based compensation instrument.

Treasury yield curve in relation to the contractual life of the stock-based compensation instrument.

The dividend yield assumption is based on historical patterns and future expectations for the Company dividends.

q) Impairment of Long-lived Assets

The Company, at least annually, is required to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets.

m) Impairment of Long-lived Assets

The Company is required to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets.

Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.

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The estimation of fair value is generally determined by using the asset’s expected future discounted cash flows or market value.

The Company estimates the fair value of the assets based on certain assumptions such as budgets, internal projections, and other available information as considered necessary.

r) Accounting for Asset Retirement Obligations

Asset retirement obligations (“ARO”) primarily represent the estimated present value of the amount the Company will incur to plug, abandon and remediate its producing properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws.

The Company estimates fair value of the assets based on certain assumptions such as budgets, internal projections, and other available information as considered necessary.

n) Accounting for Asset Retirement Obligations

Asset retirement obligations (“ARO”) primarily represent the estimated present value of the amount the Company will incur to plug, abandon and remediate oil and gas properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws.

The Company determined its ARO by calculating the present value of estimated cash flows related to the obligation.

3 unchanged sentences

ARO recovered on disposal of membership interests

( 1,104,806 )

ARO recovered on previously disposed membership interests

6 unchanged sentences

The Company understands that decommissioning activity has begun and will retain this obligation pending resolution of the Order.

s) Derivative Liabilities

o) Derivative Liabilities

Convertible Preferred Shares

The Series C Preferred Stock and the Company’s Series G Redeemable Convertible Preferred Stock (the “Series G Preferred Stock”) contain provisions that could result in modification of the conversion price that is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No.

The Series G Redeemable Convertible Preferred Stock (the “Series G Preferred Stock”) contain provisions that could result in modification of the conversion price that is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC Topic No.

815 - 40, Derivatives and Hedging .

The Series C Preferred Stock are convertible into shares of common stock at a fixed $ 162.50 conversion rate.

Upon conversion, the holder is entitled to dividends as if the shares had been held to maturity, which is referred to as the Conversion Premium.

The conversion ratio is based on a volume weighted average price (“VWAP”) calculation based on the lowest stock price over the Measurement Period.

The Measurement Period is 30 trading days (or 60 trading days if there is a Triggering Event) prior to the conversion date and 30 trading days (or 60 trading days if there is a Triggering Event) after the conversion date.

The VWAP calculation is subject to adjustment if there is a Triggering Event and the Measurement Period is subject to adjustment in the event that the Company is in default of one or more Equity Conditions provided in the Certificate of Designation (“COD”).

For example, the Measurement Period may be extended one day for every day the Company is not in compliance with one or more of the Equity Conditions.

Trigger events are described in the designation of the Series C Preferred Stock, but include items which would typically be events of default under a debt security, including filing of reports late with the SEC.

At the conversion date, the number of shares due for the Conversion Premium is estimated based on the previous 30-day VWAP (or 60 trading days if there is a Triggering Event).

If the VWAP calculation for the portion of the Measurement Period following the date of conversion is lower than the VWAP for the portion of the Measurement Period prior to the date of conversion, the holder will be issued additional shares of common stock, referred to as True-Up shares.

If the VWAP calculation is higher, no True-Up shares are issued.

The Company has determined that the Series C Preferred Stock contains an embedded derivative liability relating to the Conversion Premium and, upon conversion, a derivative liability for the potential obligation to issue True-Up Shares relating to shares of Series C Preferred Stock that have been converted and the Measurement Period has not expired, if applicable.

The fair value of the derivative liability relating to the Conversion Premium for any outstanding shares of Series C Preferred Stock is equal to the cash required to settle the Conversion Premium.

The fair value of the potential True-Up share obligation has been estimated using a binomial pricing mode and the lesser of the conversion price or the lowest closing price of the Company’s stock subsequent to the conversion date, and the historical volatility of the Company’s common stock.

The Series G Convertible Preferred stock is redeemable or convertible into a variable number of shares of common stock at the option of the Company.

2 unchanged sentences

The Company has determined that the fair value of the embedded derivative is negligible due to the restrictions on conversion.

Capitalized terms used but not defined herein with respect to the Series C Preferred Stock or the Series G Preferred Stock have the meaning assigned to them in the Fifth Amended and Restated Certificate of Designations of Preferences, Powers, Rights and Limitations of Series C Redeemable Convertible Preferred Stock filed by the Company with the Secretary of State of Nevada on November 8, 2021, as amended on October 28, 2022 (as amended, the “Series C COD”) or the Certificate of Designations of Preferences, Powers, Rights and Limitations of Series G Redeemable Convertible Preferred Stock filed by the Company with the Secretary of State of Nevada on December 30, 2021 (the “Series G COD”), as applicable.

Convertible Debt

5 unchanged sentences

The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense.

The Company has adopted a sequencing approach to allocating its authorized and unissued shares when the number of such shares is insufficient to satisfy all convertible instruments or option type contracts that may be settled in shares.

Specifically, the Company allocates it authorized and unissued shares based on the inception date of each instrument, with shares allocated first to those instruments with the earliest inception dates.

Instruments with later inception dates for which no shares remain to be allocated are reclassified to asset or liability.

t) Undistributed Revenues and Royalties

The Company records a liability for cash collected from oil and gas sales that have not been distributed.

The amounts are distributed in accordance with the working interests of the respective owners.

u) Subsequent events

The Company has evaluated all subsequent events from December 31, 2024 through May 12, 2025 (see Note 17).

Merger of Camber Energy, Inc.

and Viking Energy Group, Inc.

As discussed in Note 1, the Merger was accounted for as a reverse acquisition with Viking treated as the acquiror of Camber for financial accounting purposes.

The transaction consideration transferred by the accounting acquirer for its interest in the accounting acquiree was based on the number of equity interests the legal subsidiary would have had to issue to give the owners of the legal parent the same percentage equity interest in the combined entity that results from the reverse acquisition.

This was determined as follows:

Number of Viking shares of common stock outstanding at merger date

Viking shareholder ownership interest in the merged entity

Grossed up number of shares

Number of shares theoretically issued to Camber shareholders

Viking share price at date of merger

Consideration transferred

The consideration transferred was allocated to the assets acquired and liabilities assumed of Camber based upon their estimated fair values as of the merger closing date, and any excess value of the consideration transferred over the net assets was recognized as goodwill, as follows:

Consideration transferred

Net Assets Acquired and Liabilities Assumed (Camber):

Oil and gas properties

Advances due from Viking

Investment in Viking

Total net assets acquired

Accounts payable

Accrued expenses and other current liabilities

Derivative liability

Long term debt

Asset retirement obligations

Total net liabilities assumed

Total Net Assets Acquired and Liabilities Assumed

The Company performs quarterly qualitative assessments of possible indicators of goodwill impairment;

no indicators were identified during the first two quarters of 2024.

However, during the quarter ended September 30, 2024, the market price of the Company’s common stock declined significantly and its common stock was delisted from a national stock exchange.

The Company concluded that these factors were an indicator of goodwill impairment and therefore performed a quantitative assessment of the goodwill arising from the Merger at September 30, 2024.

The assessment used a combination of market prices and discounted cash flows to determine the fair value of the Company.

Based upon this assessment, the Company recorded a goodwill impairment charge of $ 34,860,411 , representing an impairment of the entire goodwill balance, in the accompanying consolidated statement of operations for the year ended December 31, 2024.

Oil and Gas Properties

The following table summarizes the Company’s oil and gas activities by classification and geographical cost center for the year ended December 31, 2024:

Proved developed producing oil and gas properties

United States cost center

$ ( 1,127,950 )

Accumulated depreciation, depletion and amortization

Proved developed producing oil and gas properties, net

( 1,083,576 )

Undeveloped and non-producing oil and gas properties

United States cost center

Accumulated depreciation, depletion and amortization

Undeveloped and non-producing oil and gas properties, net

Total Oil and Gas Properties, Net

p) Undistributed Revenues and Royalties

The Company recorded a liability for cash collected from oil and gas sales that is due to royalty and working interest owners.

The amounts were distributed in accordance with the working interests of the respective owners.

The balance at December 31, 2025 and 2024 represents the value of payments issued to working interest and royalty owners with respect to the Company’s previously owned oil & gas assets that have not been cashed.

q) Income Taxes

The Company recognizes deferred tax assets and liabilities to the extent that it believes that these assets and/or liabilities are more likely than not to be realized.

In making such a determination, it considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations.

If the Company determines that it would be able to realize deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

assessing the realizability of its deferred tax assets, the Company evaluated whether it is more likely than not that some portion, or all of its deferred tax assets, will be realized.

The realization of its deferred tax assets relates directly to the Company’s ability to generate taxable income.

The valuation allowance is then adjusted accordingly.

r) Subsequent events

The Company has evaluated all subsequent events from December 31, 2025 through the issuance date of these financial statements.

None were identified.

Investment in Simson-Maxwell

As described in Note 1, beginning on April 1, 2025, the Company no longer held a controlling financial interest in Simson-Maxwell.

The Company recorded a gain resulting from the deconsolidation of Simson-Maxwell, as follows:

Fair value of retained non-controlling investment

Carrying amount of non-controlling interest and accumulated other comprehensive loss

Carrying value of Simson-Maxwell's net assets

( 3,585,386 )

During the year ended December 31, 2024, the Company disposed of its remaining working interests in its producing oil and gas properties (see Note 2).

Gain on disposal of ownership interest

Effective April 1, 2025, the Company accounted for its investment in Simson-Maxwell under the equity method of accounting and recognized its share of earnings (losses) in Simson-Maxwell through September 30, 2025.

During the quarter ended December 31, 2025, the Company determined that it was not able to exercise significant influence over its investment and as a result, beginning with the quarter ended December 31, 2025 accounts for this investment at fair value.

The fair value of the investment at December 31, 2025 was determined to be the present value (using a discount rate of 15%) of the call option included in the Shareholder Agreement between the Company and T&T Power under which T&T has the option to purchase the Company’s remaining shares in Simson-Maxwell at any time within the 36 months following the transaction date for CAD $5.75 million ($4.2 million).

If T&T does not exercise its option above, Viking has the option, exercisable at any time after 36 months, to require T&T to purchase Viking’s 49% ownership interest for CAD $7.75 million (approximately $5.7 million).

The adjustment to the fair value of the investment in Simson-Maxwell at December 31, 2025 was as follows:

Value of investment at September 30, 2025 under the equity method

Change in the fair value of the investment between September 30 and December 31, 2025

Fair value of investment at December 31, 2025

Note Receivable from Related Party

On April 1, 2025, Simson-Maxwell issued two unsecured promissory notes totaling CAD $939,403 ($ 656,101 ) to Viking to restructure amounts owed to Viking at the closing date of the Share Subscription Agreement described in Note 1.

The promissory notes earn interest at the rate of 20 % per annum and mature on December 1, 2025 and May 31, 2026 , respectively.

If the principal of each promissory note is paid in full on or before the respective maturity date, all interest otherwise owing under each promissory note will be waived.

The Company expects the promissory notes to be paid on or before the maturity date and has therefore not accrued interest income on the notes.

The first promissory note was paid at maturity on December 1, 2025.

As of December 31, 2025, the outstanding balance of the remaining promissory note was CAD $469,701 ($ 342,974 ).

This note was paid in full on February 27, 2026.

Intangible Assets

ESG Clean Energy License

The Company’s intangible assets include costs associated with securing an Exclusive Intellectual Property License Agreement with ESG in August 2021, pursuant to which Viking received (i) an exclusive license to ESG’s patent rights and know-how related to stationary electric power generation (not in connection with vehicles), including methods to utilize heat and capture carbon dioxide in Canada, and (ii) a non-exclusive license to the intellectual property in up to 25 sites in the United States that are operated by the Company or its affiliates.

In consideration of the licenses, Viking paid an up-front royalty of $ 1,500,000 and Viking was obligated to make additional royalty payments as follows:

(i) an additional $ 1,500,000 on or before January 31, 2022, which may be paid in whole or in part in the form of Viking’s common stock based on the price of Viking’s common stock on August 18, 2021, at ESG’s election;

(ii) an additional $ 2,000,000 on or before April 20, 2022, which may be paid in whole or in part in the form of Viking’s common stock based on the price of Viking’s common stock on August 18, 2021, at ESG’s election;

and (iii) continuing royalties of not more than 15 % of the Company’s net revenues generated using the intellectual property, with the continuing royalty percentage to be jointly determined by the parties collaboratively based on the parties’ development of realistic cashflow models resulting from initial projects utilizing the intellectual property, and with the parties utilizing mediation if they cannot jointly agree to the continuing royalty percentage.

With respect to the payments noted in (i) and (ii) above, totaling $3,500,000, on or about November 22, 2021, the Company paid $500,000 to or on behalf of ESG and ESG elected to accept $2,750,000 in shares of Viking’s common stock at the applicable conversion price, resulting in 6,942,691 shares, leaving a balance owing of $250,000 which was paid in January 2022 .

The Company’s exclusivity with respect to Canada shall terminate if minimum continuing royalty payments to ESG are not at least equal to the following minimum payments based on the date that ESG first begins capturing carbon dioxide and selling for commercial purposes one or more commodities from a system installed and operated by ESG using the intellectual property (the “Trigger Date”):

Years from the Trigger Date:

Year nine and after

The Company’s management believes that the Trigger Date could occur as early as the third quarter of 2025 but there is no assurance that it will occur at that or any time.

If the continuing royalty percentage is adjusted jointly by the parties downward from the maximum of 15%, then the minimum continuing royalty payments for any given year from the Trigger Date shall also be adjusted downward proportionally.

The Company recognized amortization expense of $ 309,540 for the year ended December 31, 2024.

The estimated future amortization expense for each of the next five years is $ 304,465 per year.

The Company’s intangible assets consisted of the costs associated with securing in August 2021 an Exclusive IPLA with ESG, pursuant to which Viking received (i) an exclusive license to ESG’s patent rights and know-how related to stationary electric power generation (not in connection with vehicles), including methods to utilize heat and capture carbon dioxide in Canada, and (ii) a non-exclusive license to the intellectual property in up to 25 sites in the United States that are operated by the Company or its affiliates.

The Company’s exclusivity with respect to Canada shall terminate if minimum continuing royalty payments to ESG are not at least equal to specified minimum payments based on the date that ESG first begins capturing carbon dioxide and selling for commercial purposes one or more commodities from a system installed and operated by ESG using the intellectual property (the “Trigger Date”).

Due to the financial position of ESG described below, the Company does not know when, or if, the Trigger Date will be reached.

The license was being amortized over a period of approximately 16 years.

The Company recognized amortization expense of $ 230,886 and $ 309,540 for the years ended December 31, 2025 and 2024, respectively.

In July 2025, ESG filed a voluntary bankruptcy petition under Chapter 11 with the Massachusetts Bankruptcy Court.

At the time of filing, ESG had not yet constructed and put into commercial operation the carbon capture or water removal systems at its power generation facility.

There is currently significant uncertainty as to whether ESG will be able to fully complete and commercialize its technology, which is necessary for the Company to exercise its rights under the license.

Consequently, the Company determined that the carrying value of the intangible asset for the ESG license was fully impaired and has recorded an impairment charge of $ 3,728,011 during the year ended December 31, 2025.

The ESG intangible asset consisted of the following at December 31, 2025 and December 31, 2024:

2 unchanged sentences

( 1,271,989 )

Other intangibles – Simson-Maxwell – Customer Relationships and Brand

The Company allocated a portion of the purchase price of Simson-Maxwell to Customer Relationships with a fair value of $ 1,677,453 and an estimated useful life of 10 years, and the Simson-Maxwell Brand with a fair value of $ 2,230,673 and an indefinite useful life.

The Company recognized amortization expense for the Customer Relationship intangible of $ 168,205 for the year ended December 31, 2024.

The estimated future amortization expense for each of the next five years is $ 167,745 per year.

The Company periodically reviews the fair value of the Customer Relationships and Brand to determine if an impairment charge should be recognized.

For the year ended December 31, 2024, the Company determined that the Customer Relationships and Brand intangibles were fully impaired due to lower actual and forecast revenue growth as compared to the date of acquisition and recurring net losses, and recorded an impairment charge of $ 698,011 related to Customer Relationships and $ 1,550,929 related to the Brand.

For the year ended December 31, 2023, the Company recorded an impairment charge of $ 311,837 related to the Brand and $ 357,873 related to Customer Relationships, driven by lower actual and forecast revenue growth as compared to the date of acquisition.

The Other intangibles – Simson-Maxwell consisted of the following at December 31, 2024 and 2023:

Customer Relationships

Impairment of intangible assets

( 1,041,103 )

Intangible asset impairment

( 3,728,011 )

Accumulated amortization

Intangible Assets - Variable Interest Entity Acquisitions (VIE’s)

Intangible Assets - Variable Interest Entities (VIE’s)

Medical Waste Disposal System

On January 18, 2022, Viking entered into a Securities Purchase Agreement to purchase 51 units, representing 51%, of Viking Ozone, from Choppy Group LLC , a Wyoming limited liability company (“Choppy”), in consideration of the issuance of 8,333,333 shares of Viking common stock to Choppy, 3,333,333 of which shares were issued at closing, 3,333,333 of which shares are to be issued to Choppy after 5 units of the System (as defined below) have been sold, and 1,666,667 of which shares are to be issued to Choppy after 10 units of the System have been sold .

Viking Ozone was organized on or about January 14, 2022, for the purpose of developing and distributing a medical and biohazard waste treatment system using ozone technology (the “System”), and on or about January 14, 2022, Choppy was issued all 100 units of Viking Ozone in consideration of Choppy’s assignment to Viking Ozone of all of Choppy’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with the System, and specifically the invention entitled “Multi-Chamber Medical Waste Ozone-Based Treatment Systems and Methods (Docket No.

RAS-101A) and related patent application.

On January 18, 2022 Viking acquired 51 units ( 51 %) of Viking Ozone from Choppy with Choppy retaining the remaining 49 units ( 49 %) of Viking Ozone, and Viking issued 3,333,333 shares of Viking common stock to Choppy.

Viking and Choppy then entered into an Operating Agreement on January 18, 2022 governing the operation of Viking Ozone.

Based on the closing price of the Company’s stock on January 18, 2022, the fair value was approximately $ 2,000,000 .

On January 18, 2022, Viking purchased 51 units, representing 51%, of Viking Ozone, from Choppy Group LLC , a Wyoming limited liability company (“Choppy”), in consideration of the issuance of 8,333,333 shares of Viking common stock to Choppy, 3,333,333 of which shares were issued at closing, 3,333,333 of which shares are to be issued to Choppy after 5 units of the System (as defined below) have been sold , and 1,666,667 of which shares are to be issued to Choppy after 10 units of the System have been sold.

Viking Ozone was organized on or about January 14, 2022, for the purpose of developing and distributing a medical and biohazard waste treatment system using ozone technology (the “System”).

The Company determined the acquisition of a 51 % interest in Viking Ozone was the acquisition of and initial consolidation of a VIE that is not a business.

The acquisition was recorded as follows:

Purchase Price:

Fair value of stock at closing

Fair value of contingent consideration

Total consideration

Purchase Price Allocation:

Intangible asset

Non-controlling interest

( 2,420,189 )

Camber ownership interest

Open Conductor Detection Technologies

On February 9, 2022, Viking entered into a Securities Purchase Agreement to purchase 51 units, representing 51 % of Viking Sentinel, from Virga Systems LLC, a Wyoming limited liability company (“Virga”), in consideration of the issuance of 416,667 shares of Viking common stock to Virga.

Viking Sentinel was formed on or about January 31, 2022, and Virga was issued all 100 units of Viking Sentinel in consideration of Virga’s assignment to Viking Sentinel of all of Virga’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with an end of line protection with trip signal engaging for distribution system, and related patent application(s).

On February 9, 2022 Viking acquired 51 units (51%) of Viking Sentinel from Virga with Virga retaining the remaining 49 units ( 49 %) of Viking Sentinel, and Viking issued 416,667 shares of Viking common stock to Virga.

Viking and Virga then entered into an Operating Agreement on February 9, 2022 governing the operation of Viking Sentinel.

Broken Conductor Detection Technologies

On February 9, 2022, Viking purchased 51 units, representing 51% of Viking Sentinel, from Virga Systems LLC , a Wyoming limited liability company (“Virga”), in consideration of the issuance of 416,667 shares of Viking common stock to Virga.

Viking Sentinel was formed on or about January 31, 2022.

The Company determined the acquisition of a 51 % interest in Viking Sentinel was the acquisition and initial consolidation of a VIE that is not a business.

The acquisition was recorded as follows:

Purchase Price:

Fair value of stock at closing

Total consideration

Purchase Price Allocation:

Intangible asset

Non-controlling interest

Camber ownership interest

On February 9, 2022, Viking entered into a Securities Purchase Agreement to purchase (the “Purchase”) 51 units (the “Units”), representing a 51 % ownership interest in Viking Protection Systems, LLC (“Viking Protection”), from Jedda Holdings LLC (“Jedda”).

On February 9, 2022, Viking purchased 51 units , representing a 51% ownership interest in Viking Protection, from Jedda Holdings LLC (“Jedda”) .

In consideration for the units, Viking agreed to issue to Jedda, shares of a new class of Convertible Preferred Stock of Viking with a face value of $ 10,000 per share (the “Viking Series E Preferred Stock”), or pay cash to Jedda, if applicable, as follows

10 unchanged sentences

$ 500,000,000

The $ 5 million due on closing was payable solely in stock of Viking.

The $5 million due on closing was paid solely in stock of Viking.

All other payments, if the subject sales targets are met, are payable in cash or in shares of convertible preferred stock of the Company, at the seller’s option.

Upon the Merger between Viking and Camber, all shares of Viking Series E Preferred Stock were exchanged for Camber Series H Preferred Stock.

At December 31, 2025, no shares of Series H Preferred Stock remained outstanding.

These are estimates only.

There is no guarantee any sales targets will be reached.

Notwithstanding the above, the Company shall not effect any conversion of any shares of Viking Series E Preferred Stock, and Jedda shall not have the right to convert any shares of Viking Series E Preferred Stock, to the extent that after giving effect to the conversion, Jedda (together with Jedda’s affiliates, and any persons acting as a group together with Jedda or any of Jedda’s affiliates) would beneficially own in excess of 4.99 % of the number of shares of the Camber Common Stock outstanding immediately after giving effect to the issuance of shares of Camber Common Stock issuable upon conversion of the shares of Viking Series E Preferred Stock by Jedda.

Jedda, upon not less than 61 days’ prior notice to Camber, may increase or decrease the beneficial ownership limitation, provided that the beneficial ownership limitation in no event exceeds 9.99 % of the number of shares of Camber Common Stock outstanding immediately after giving effect to the issuance of shares of Camber Common Stock upon conversion of the Preferred Share(s) held by Jedda and the beneficial ownership limitation provisions of this Section shall continue to apply.

Any such increase or decrease will not be effective until the 61 st day after such notice is delivered to Camber.

Viking Protection was formed on or about January 31, 2022, and Jedda was issued all 100 units of Viking Protection in consideration of Jedda’s assignment to Viking Protection of all of Jedda’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with an electric transmission ground fault prevention trip signal engaging system, and related patent application(s).

On February 9, 2022 Viking acquired 51 units ( 51 %) of Viking Protection from Jedda with Jedda retaining the remaining 49 units ( 49 %) of Viking Protection, and Viking issued the 475 shares of Viking Series E Preferred Stock to Jedda.

Viking and Jedda then entered into an Operating Agreement on February 9, 2022 governing the operation of Viking Protection.

Viking Protection was formed on or about January 31, 2022.

The Company determined the acquisition of a 51 % interest in Viking Protection was the acquisition and initial consolidation of a VIE that is not a business.

The acquisition was recorded as follows:

Purchase Price:

Fair value of stock at closing

Fair value of contingent consideration

Total consideration

Purchase Price Allocation:

Intangible asset

Non-controlling interest

( 4,686,542 )

Camber ownership interest

On August 1, 2025, Viking purchased 51 units, representing a 51% ownership interest in Viking Distribution, from Milo Group, LLC, for consideration of $100 .

Viking Distribution was formed on or about May 13, 2025.

The Company determined the acquisition of a 51 % interest in Viking Distribution was the acquisition and initial consolidation of a VIE that is not a business.

The Company consolidates any VIEs in which it holds a variable interest and is the primary beneficiary.

4 unchanged sentences

The primary beneficiary of a VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

The Company has determined that it is the primary beneficiary of three VIEs, Viking Ozone, Viking Sentinel and Viking Protection, and consolidates the financial results of these entities, as follows:

The Company has determined that it is the primary beneficiary of the four VIEs (Viking Ozone, Viking Sentinel, Viking Protection and Viking Distribution), and consolidates the financial results of these entities.

The acquisition of these VIE’s was accounted for as follows:

Purchase price:

Fair value of stock or cash at closing

Fair value of contingent consideration

Total consideration

Purchase price allocation:

Intangible asset

4 unchanged sentences

Camber ownership interest

Upon consummation of the Merger between Viking and Camber, all shares of Viking Series E Preferred Stock were exchanged for Camber Series H Preferred Stock, with substantially the same rights and terms with respect to Camber.

Related Party Transactions

The Company’s CEO and Director, James Doris, renders professional services to the Company through AGD Advisory Group, Inc., an affiliate of Mr.

During the years ended December 31, 2024 and 2023, the Company paid or accrued $ 600,000 and $ 460,000 , respectively, in fees to AGD Advisory Group, Inc.

During the years ended December 31, 2025 and 2024, the Company paid or accrued $ 600,000 in fees to AGD Advisory Group, Inc.

As of December 31, 2025 and 2024, the total amount due to AGD Advisory Group, Inc.

was $ 1,545,000 and $ 960,000 , respectively, and is included in accounts payable.

During the year ended December 31, 2024, the Company’s CEO and Director, James Doris, advanced $ 190,830 to Viking Ozone Technology, LLC related to the manufacture of a medical waste unit.

This advance is non-interest bearing with no fixed repayment terms and is included in “Due to related parties”.

As of December 31, 2025 and 2024, the Company’s CEO and Director, James Doris, has provided advances to the Company in the amount of $ 1,338,330 and $ 190,830 , respectively.

The advances are non-interest bearing with no fixed repayment terms and are included in “Due to related parties”.

The Company’s CFO, John McVicar, renders professional services to the Company through 1508586 Alberta Ltd., an affiliate of Mr.

During the years ended December 31, 2024 and 2023, the Company paid or accrued $ 360,000 and $ 280,000 , respectively, in fees to 1508586 Alberta Ltd.

Simson-Maxwell

At the time of acquisition, Simson-Maxwell had several amounts due to/due from related parties and notes payable to certain employees, officers, family members and entities owned or controlled by such individuals.

Viking assumed these balances and loan agreements in connection with the acquisition.

The balance of amounts due to and due from related parties as of December 31, 2024 and 2023 are as follows:

related party

December 31, 2024

& majority owner

$ ( 591,353 )

$ ( 270,375 )

Adco Power Ltd.

$ ( 591,353 )

$ ( 270,375 )

December 31, 2023

& majority owner

$ ( 643,121 )

$ ( 308,684 )

Adco Power Ltd.

$ ( 643,121 )

$ ( 308,684 )

owns a 17 % non-controlling interest in Simson-Maxwell and is majority owned by a Director of Simson-Maxwell.

Adco Power Ltd., an industrial, electrical and mechanical construction company, is a wholly-owned subsidiary of Simmax Corp., and conducts business with Simson-Maxwell.

The notes payable to related parties as of December 31, 2024 and 2023 are as follows:

Total notes payable to related parties

Less current portion of notes payable - related parties

Notes payable - related parties, net of current portion

In August 2024, Simson-Maxwell issued CAD$136,150 ($ 94,526 ) in promissory notes to related parties.

The notes have no fixed repayment terms and bear interest at 12 % per annum, payable monthly.

During the years ended December 31, 2025 and 2024, the Company paid or accrued $ 360,000 in fees to 1508586 Alberta Ltd.

As of December 31, 2025 and 2024, the total amount due to 1508586 Alberta Ltd.

was $ 105,000 and nil, respectively, and is included in accounts payable.

The Company paid or accrued $ 160,000 in Directors Fees for the years ended December 31, 2025 and 2024.

As of December 31, 2025 and 2024, the total amount due to the Directors was $ 160,000 and $ 40,000 , respectively, and is included in accounts payable.

See Note 5 for a description of note receivable from related party.

Non-controlling Interests

The following discloses the effects of changes in the Company’s ownership interest in Simson-Maxwell, and on the Company’s equity for the year ended December 31, 2024:

Non-controlling interest - January 1, 2024

The following discloses the effects of the Company’s ownership interest in Viking Ozone, Viking Sentinel, Viking Protection, Viking Distribution and Simson-Maxwell, in the aggregate, and on the Company’s equity for the years ended December 31, 2025 and 2024:

Non-controlling interest – beginning

Deconsolidation of investment in Simson-Maxwell

Investment in Viking Distribution

Net loss attributable to non-controlling interest

( 2,117,900 )

Non-controlling interest – December 31, 2024

The following discloses the effects of the Company’s ownership interest in Viking Ozone, Viking Sentinel and Viking Protection in the aggregate, and on the Company’s equity for the year ended December 31, 2024:

Non-controlling interest - January 1, 2024

Net loss attributable to non-controlling interest

Non-controlling interest – December 31, 2024

Non-controlling interest – ending

Long-Term Debt and Other Short-Term Borrowings

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The note bears interest at a rate equal to the Wall Street Journal Prime Rate (3.25%) as of the effective date and is secured by lien on substantially all of the Company’s assets.

The balance shown is net of unamortized debt discount of $6,488,422 and $9,714,868 at December 31, 2024 and December 31, 2023, respectively.

Note payable to Discover pursuant to a 10.0% Secured Promissory Note dated April 23, 2021 in the original amount of $2,500,000 with interest and principal due at maturity on January 1, 2027.

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The note is secured by a lien on substantially all of the Company’s assets.

On May 5, 2023, Viking signed a securities purchase agreement with FK Venture LLC (“Buyer”) under which FK Venture LLC agreed to purchase convertible promissory notes from the Company in the amount of $800,000 on the 5th day of each month commencing May 5, 2023 for 6 months, for a minimum commitment of $4,800,000.

FK Venture LLC had the right to purchase up to $9,600,000.

The notes bore interest at 12% per annum.

The maturity date of the notes was the earlier of (i) July 1, 2025, or (ii) 90 days following the date that the Company completes a direct up-listing of its common stock to a national securities exchange (not including any merger or combination with Camber).

FK Venture LLC had the right to convert all or any part of the outstanding and unpaid principal balance into common stock of the Company at a conversion price of $0.4158 per share.

At December 31, 2023, the Buyer had purchased six notes and converted two of these notes subsequent to the closing of the Merger in exchange for 3,848,004 shares of the Company’s common stock.

The Company recorded a loss on early extinguishment of $35,402 related to these conversions.

During the year ended December 31, 2024, the Company adjusted the conversion price of three of the remaining notes to $0.16 and the fourth to $0.163.

The Buyer then converted the four remaining notes in exchange for 19,907,976 shares of the Company’s common stock.

The Company recorded a loss on early extinguishment of $811,132 related to these conversions.

The balance at December 31, 2023 is shown is net of unamortized discount of $488,270.

Loan of $150,000 dated July 1, 2020 from the U.S.

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Accrued interest from the original installment due date to January 2023 was capitalized to the loan principal balance.

Convertible promissory note payable to FK Venture, LLC dated April 7, 2025 to restructure an advance from FK Venture, LLC dated June 2024 in the amount of $1,200,000.

The note bears interest at a rate of 10% per annum and matures on September 30, 2026.

The Company may prepay the note in whole or in part, provided that if prepayment occurs within twelve months of issuance, the Company must pay a minimum of twelve months’ interest.

At any time prior to the Maturity Date, the investor may elect to convert the outstanding principal and any accrued but unpaid interest into shares of the Company’s common stock at a fixed conversion price of $0.15 per share.

Total long-term debt

Less current portion and debt discount

Less current portion

( 1,202,956 )

Long-term debt, net of current portion

Debt discount on note payable to Discover

Total long-term debt, net of current portion and debt discount

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$ ( 3,270,854 )

Advance from FK Venture LLC

During the year ended December 30, 2024, FK Venture LLC advanced $ 1,200,000 to the Company’s wholly owned subsidiary, Viking.

The terms of this advance have not been finalized.

The amount has been included in Accrued Expenses and Other Current Liabilities at December 31, 2024.

Bank Credit Facility

Simson-Maxwell has a demand operating credit facility of CAD $6,000,000 with TD Bank, comprised of an operating line, secured by accounts receivable and inventory, up to CAD $4,000,000 and a fixed loan of CAD $2,000,000.

The facility bears interest at prime plus 2.25%, with an annual fee of CAD $10,000 and a monthly administration fee of CAD $500.

The Company is required to make monthly principal payments in the amount of CAD $55,555 on the fixed loan portion commencing on October 31, 2024 .

The balance outstanding under this credit facility is CAD $5,670,658 ($ 3,937,008 ) and CAD $4,457,947 ($ 3,365,995 ) as of December 31, 2024 and December 31, 2023, respectively.

Derivative Liability

Series C Preferred Stock

The Series C Preferred Stock contains an embedded derivative due to the potential conversion into a variable number of shares of common stock.

Upon conversion of the Series C Preferred Stock into shares of common stock, the Company has a potential obligation to issue additional shares of common stock to satisfy the True-Up obligation.

Both the Conversion Premium and the True-Up obligation are derivatives and are required to be recorded at fair value.

Conversion of the face value of the Series C Preferred Stock is fixed at $ 162.50 per share of common stock.

The Conversion Premium is convertible into shares of common stock based on a variable that is not an input to fair value of a fixed-for-fixed option as defined in FASB ASC 815-40 and is a derivative liability and is recorded at fair value.

The Company determines the redemption value of the face value of the Series C Preferred Stock to be the fair value of the shares of common stock issuable to satisfy the conversion of the face value of the Series C Preferred Stock.

The fair value of the Conversion Premium is determined to be the fair value of the shares required to satisfy the Conversion Premium.

The Company receives notice of conversion from the holder with a calculation of the number of shares of common stock required to be issued to satisfy the redemption value plus the Conversion Premium.

The Company then issues the number of shares of common stock determined by the holder using a VWAP calculation for the Measurement Period before the conversion date.

The shares may be issued over time due to ownership limitations of the holder.

Upon conversion of the Series C Preferred Stock, the Company reduces the derivative liability by the amount that was originally recorded for the number of Series C Preferred Stock converted.

Any difference between the current fair value of the common shares issued to satisfy the conversion premium and the originally recorded derivative liability is recorded as a loss on derivative liability.

The holder may be entitled to additional shares subsequent to the conversion date if the VWAP calculation for the portion of the Measurement Period following the date of conversion is lower than the VWAP for the portion of the Measurement Period prior to the date of conversion, referred to as True-Up shares.

If the VWAP calculation is higher, no True-Up shares are issued.

The potential obligation to issue True-Up shares creates an additional derivative liability.

The determination of the number of True-Up shares due, if any, is based on the lowest VWAP calculation over the Measurement Period that extends beyond the conversion date.

In addition, if the Company has not complied with certain provisions of the COD, the Measurement Period does not end until the Company is complying.

The potential obligation to issue True-Up shares after the conversion date is a derivative liability.

The derivative liability for the True-Up Shares at the end of each period represents Series C Preferred Stock conversions in respect of which the Measurement Period had not expired as of the period end.

The fair value of the derivative liability has been estimated using a binomial pricing model, the estimated remaining Measurement Period, the share price and the historical volatility of the Company’s common stock.

The fair value of the derivative liability relating to the potential obligation to issue true-up shares is subject to adjustment as the Company’s stock price changes.

Such changes are recorded as changes in fair value of derivative liability.

On March 25, 2024, the Company received a notice letter from the NYSE American stating that the Company was back in compliance with all of the NYSE American’s continued listing standards.

As a result, the Measurement Period related to prior conversions of 240 Series C Preferred Stock ended and the number of remaining True-Up shares due from these prior conversions was fixed at 101,585,980 .

This reduced the value of derivative liability associated with True-Up shares to zero, and the fair value of the True-Up share obligation at March 25, 2024 was reclassified to Stockholders’ Equity as common shares to be issued.

Activities for Series C Preferred Stock derivative liability during the year ended December 31, 2024 was as follows:

As described in Note 12, the Series C Preferred Stock contained an embedded derivative due to the potential conversion into a variable number of shares of common stock.

Conversion of the Series C Preferred Stock into shares of common stock included a Conversion Premium and a potential obligation to issue additional shares of common stock to satisfy a True-Up obligation.

Both the Conversion Premium and the True-Up obligation were derivatives required to be recorded at fair value.

During the year ended December 31, 2024, no shares of Series C Preferred Stock were converted.

The Measurement Period related to prior conversions of 240 Series C Preferred Stock ended and the number of remaining True-Up shares due from these prior conversions was fixed at 101,585,980 .

This reduced the value of derivative liability associated with True-Up shares to zero, and the fair value of the True-Up share obligation was reclassified to Stockholders’ Equity as common shares to be issued.

During the year ended December 31, 2025, the holder of the Series C Preferred Stock, Antilles Family Office, LLC (“Antilles”), converted a total of 19 shares of Series C Preferred Stock in exchange for 16,904,261 shares of common stock and agreed to cancel the remaining 11 shares of Series C Preferred Stock and to waive its entitlement to any further True-Up shares due from prior conversions.

The conversion and cancellation of the remaining shares of Series C Preferred Stock reduced the value of the associated derivative liability to zero at December 31, 2025.

Activities for Series C Preferred Stock derivative liability during the years ended December 31, 2025 and 2024 was as follows:

December 31, 2025

Carrying amount at beginning of year

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Carrying amount at end of year

Convertible Debt

On March 10, 2023, the terms of the promissory notes held by Mid-Con Petroleum, LLC and Mid-Con Drilling, LLC described in Note 11 were amended to include a conversion feature granting the holder of the note the option to convert the principal balance of the debt, in whole or in part, into common stock of Viking.

The conversion price is equal to the lesser of:

(i) the average of the 5 lowest individual daily volume weighted average prices (“VWAP”) of Viking common stock during the 30-day period prior to the date of the notice of conversion;

or (ii) one dollar ($1.00) per share.

All other terms of the promissory notes remained unchanged .

The modification to the terms of the promissory notes was treated as a debt extinguishment and the Company recorded a loss on the extinguishment of debt of $ 154,763 .

The fair value of the debt was determined as the total number of shares, equal to the face value of the debt on March 10, 2023 divided by the VWAP, multiplied by the closing share price on that day.

The value of the conversion option was based upon the fair value of Viking’s common stock.

As the option was convertible into a variable number of shares, it was considered to be a derivative to be continuously recognized at fair value, with changes to fair value recorded in the statement of operations.

The fair value of the conversion feature at the date of modification was determined to be $2,276,217 using a binomial option pricing model.

The derivative liability is classified as a Level 3 liability in the Fair Value Hierarchy.

At March 31, 2023, the fair value of the conversion feature was remeasured and determined to be $ 2,810,824 using a binomial option pricing model.

Consequently, the Company recorded a loss of $ 534,607 on the change in fair value of the derivative liability in the accompanying consolidated statement of operations.

On April 28, 2023, $ 200,000 of the promissory note was assigned and converted into 588,235 shares of common stock.

The Company recorded a reduction to the derivative of $ 330,823 related to the conversion and recognized a loss on early extinguishment of debt of $ 8,541 .

On June 30, 2023, the fair value of the conversion feature was remeasured and determined to be $ 1,762,648 using a binomial option pricing model, and the Company recorded a gain of $ 717,352 on the change in fair value of the derivative liability in the accompanying consolidated statement of operations.

On July 31, 2023, the fair value of the conversion feature was remeasured and determined to be $ 3,712,041 using a binomial option pricing model, and the Company recorded a loss of $ 1,949,393 on the change in fair value of the derivative liability in the accompanying consolidated statement of operations.

In August 2023, the balance of the promissory notes was assigned and converted into 5,189,666 shares of common stock of the Company.

The Company recorded a loss on early extinguishment of debt of $ 406,801 related to this conversion and reduced the value of the derivative liability to nil.

(a) Common Stock

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During the year ended December 31, 2025, the Company issued a total of 23,549,667 shares of common stock, as follows:

A total of 16,904,261 shares related to the conversion of 19 shares of Series C Preferred Stock

A total of 6,645,406 True-Up shares related to prior conversions of Series C Preferred Stock as a result of the continuation of the Measurement Period (as defined in the Series C COD with respect to such Series C Preferred Stock) associated with such conversions and a decline in the price of the Company’s shares of common stock within the Measurement Period.

A total of 19,907,976 shares on conversion of debt

A total of 1,693,949 shares on conversion of accrued interest on debt

A total of 4,583,333 shares on conversion of 275 shares of Series H Preferred Stock

A total of 1,500,000 shares as compensation to consultants.

(b) Preferred Stock

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(i) Series A Convertible Preferred Stock

On August 1, 2023, the Company issued 28,092 shares of new Series A Preferred Stock in exchange for 28,092 outstanding shares of old Series C Preferred Stock of Viking Energy Group Inc.

Pursuant to the COD for the Series A Preferred Stock (the “Series A COD”), each share of Series A Preferred Stock is convertible into 890 shares of Camber Common Stock (subject to a beneficial ownership limitation preventing conversion into Camber Common Stock if the holder would be deemed to beneficially own more than 9.99 % of Camber Common Stock), is treated equally with Camber Common Stock with respect to dividends and liquidation, and only has voting rights with respect to voting:

In 2023, the Company issued 28,092 shares of new Series A Preferred Stock in exchange for 28,092 outstanding shares of old Series C Preferred Stock of Viking Energy Group Inc.

Each share of Series A Preferred Stock is convertible into 890 shares of Camber Common Stock (subject to a beneficial ownership limitation of 9.99 % of Camber Common Stock), is treated equally with Camber Common Stock with respect to dividends and liquidation, and only has voting rights with respect to voting:

(a) on a proposal to increase or reduce Camber’s share capital;

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(ii) Series C Redeemable Convertible Preferred Stock

Holders of the Series C Preferred Stock are entitled to cumulative dividends in the amount of 24.95 % per annum (adjustable up to 34.95% if a Trigger Event, as described in the Series C COD occurs), payable upon redemption, conversion, or maturity, and when, as and if declared by our board of directors in its discretion, provided that upon any redemption, conversion, or maturity, seven years of dividends are due and payable on such redeemed, converted or matured stock.

The Series C Preferred Stock ranks senior to the common stock.

Except as prohibited by applicable law or as set forth herein, the holders of shares of Series C Preferred Stock have the right to vote together with holders of Common Stock on all matters other than:

(i) the election of directors;

(ii) and any shareholder proposals, including proposals initiated by any holder of shares of Series C Preferred Stock), in each instance on an as-if converted basis, subject to the beneficial ownership limitation in the COD, even if there are insufficient shares of authorized Common Stock to fully convert the shares of Series C Preferred Stock.

The Series C Preferred Stock may be converted into shares of our common stock at any time at the option of the holder, or at Camber’s option if certain equity conditions (as defined in the Series C COD), are met.

Upon conversion, Camber will pay the holders of the Series C Preferred Stock being converted through the issuance of common stock, in an amount equal to the dividends that such shares would have otherwise earned if they had been held through the maturity date (i.e., seven years), and issue to the holders such number of shares of common stock equal to $ 10,000 per share of Series C Preferred Stock (the “Face Value”) multiplied by the number of such shares of Series C Preferred Stock divided by the applicable conversion price of $ 162.50 (after adjustment following the December 21, 2022 reverse stock split) adjusted for any future forward or reverse splits.

The conversion premium under the Series C Preferred Stock is payable and the dividend rate under the Series C Preferred Stock is adjustable.

Specifically, the conversion rate of such premiums and dividends equals 95% of the average of the lowest 5 individual daily volume weighted average prices during the Measuring Period (as defined below), not to exceed 100% of the lowest sales prices on the last day of the Measuring Period, less $0.05 per share of common stock, unless a trigger event has occurred, in which case the conversion rate equals 85% of the lowest daily volume weighted average price during the Measuring Period, less $0.10 per share of common stock not to exceed 85% of the lowest sales prices on the last day of such the Measuring Period, less $0.10 per share .

The “Measuring Period” is the period beginning, if no trigger event has occurred, 30 trading days, and if a trigger event has occurred, 60 trading days, before the applicable notice has been provided regarding the exercise or conversion of the applicable security, and ending, if no trigger event has occurred, 30 trading days, and if a trigger event has occurred, 60 trading days, after the applicable number of shares stated in the initial exercise/conversion notice have actually been received into the holder’s designated brokerage account in electronic form and fully cleared for trading.

Trigger Events are described in the designation of the Series C Preferred Stock, but include items which would typically be events of default under a debt security, including filing of reports late with the SEC.

The Series C Preferred Stock has a maturity date that is seven years after the date of issuance and, if the Series C Preferred Stock has not been wholly converted into shares of common stock prior to such date, all remaining outstanding Series C Preferred Stock will automatically be converted into shares of common stock, to the extent Camber has sufficient authorized but unissued shares of common stock available for issuance upon conversion.

Notwithstanding any other provision of this designation, available authorized and unissued shares of common stock will be a limit and cap on the maximum number of shares of common stock that could be potentially issuable with respect to all conversions and other events that are not solely within the control of Camber.

Camber will at all times use its best efforts to authorize sufficient shares.

The number of shares required to settle the excess obligation is fixed on the date that net share settlement occurs.

The Dividend Maturity Date will be indefinitely extended and suspended until sufficient authorized and unissued shares become available.

100 % of the Face Value, plus an amount equal to any accrued but unpaid dividends thereon, automatically becomes payable in the event of a liquidation, dissolution or winding up by Camber.

Camber may not issue any preferred stock that is pari passu or senior to the Series C Preferred Stock with respect to any rights for a period of one year after the earlier of such date (i) a registration statement is effective and available for the resale of all shares of common stock issuable upon conversion of the Series C Preferred Stock, or (ii) Rule 144 under the Securities Act is available for the immediate unrestricted resale of all shares of common stock issuable upon conversion of the Series C Preferred Stock.

The Series C Preferred Stock is subject to a beneficial ownership limitation, which prevents any holder of the Series C Preferred Stock from converting such Series C Preferred Stock into common stock, if upon such conversion, the holder would beneficially own greater than 4.99 % of Camber’s outstanding common stock.

Pursuant to the Series C COD, holders of the Series C Preferred Stock are permitted to vote together with holders of common stock on all matters other than election of directors and shareholder proposals (including proposals initiated by any holders of preferred shares), on an as-if converted basis, subject to the beneficial ownership limitation in the Series C COD, even if there are insufficient shares of authorized common stock to fully convert the Series C Preferred Stock.

Also pursuant to certain agreements entered into with the holders of the Series C Preferred Stock in October 2021, due to the occurrence of a Trigger Event, Camber no longer has the right to conduct an early redemption of the Series C Preferred Stock as provided for in the Series C COD unless the Company’s indebtedness to Discover is paid in full.

On October 31, 2022, Camber filed with the Secretary of State of Nevada an amendment to the Series C COD (the “Series C Amendment”), dated as of October 28, 2022 (the “Series C Amendment Date”), pursuant to agreements between Camber and each of Discover and Antilles signed on October 28, 2022, which amended the Series C COD such that (i) beginning on the Series C Amendment Date and thereafter, when determining the conversion rate for each share of Series C Preferred Stock based on the trading price of Camber’s common stock over a certain number of previous days (“Measurement Period”), no day will be added to what would otherwise have been the end of any Measurement Period for the failure of the Equity Condition (as defined in the Series C COD), even if the volume weighted average trading price (“Measuring Metric”) is not at least $ 1.50 and each holder of Series C Preferred Stock waived the right to receive any additional shares of common stock that might otherwise be due if such Equity Condition were to apply after the Series C Amendment Date, including with respect to any pending Measurement Period;

and (ii) (A) beginning on the Series C Amendment Date and for the period through December 30, 2022, the Measuring Metric will be the higher of the amount provided in Section I.G.7.1(ii) of the Series C COD and $0.20, and (B) beginning at market close on December 30, 2022 and thereafter, the Measuring Metric will be the volume weighted average trading price of the common stock on any day of trading following the date of first issuance of the Series C Preferred Stock .

November 2022 Agreement with Discover Growth Fund, LLC

On November 3, 2022, the Company entered into an agreement with Discover, pursuant to which Discover absolutely and unconditionally waived and released any and all rights to receive further or additional shares of the Company’s common stock (the “Conversion Shares”) with respect to any and all shares of Series C Preferred Stock previously converted by Discover including, but not limited to, the right to deliver additional notices for more Conversion Shares under the Series C COD.

Discover also absolutely and unconditionally waived and released any and all rights to convert all or any part of any Promissory Notes previously executed by the Company in favor of Discover into shares of the Company’s common stock and agreed not to convert or attempt to convert any portion of any Promissory Notes, at any particular price or at all.

February 2024 Agreement with Antilles Family Office, LLC

On or about February 15, 2024, the Company and Antilles entered into the February 2024 Antilles Agreement in relation to an amendment to the fifth amended and restated certificate of designations regarding its Series C Preferred Stock, as amended (the “COD”).

Particularly, in exchange for the release and indemnity as provided for in the Agreement, Antilles agreed to certain amendments to the COD.

On February 21, 2024, the Company filed with the Secretary of State of Nevada an amendment to the COD (the “Amendment”), dated as of February 21, 2024 (the “Amendment Date”), pursuant to the Agreement, which amended the COD to (i) establish a floor price in connection with determining the Conversion Premium (as defined in the COD) associated with conversions of Series C Preferred Stock, (ii) confirm that the Company may make an early redemption of any outstanding Series C Preferred Stock provided that outstanding promissory notes in favor of the Investor or its affiliates (collectively, the “Notes”) are paid in full, and (iii) confirm that no additional conversion shares will be owed to the Investor if the Notes are paid in full and all then outstanding shares of Series C Preferred Stock have been redeemed.

Specifically, the Amendment provides that (i) beginning on the Amendment Date and thereafter, the Measuring Metric will be the higher of (x) the volume weighted average price of the Common Stock on any Trading Day following the Issuance Date of the Series C Preferred Stock and (y) $ 0.15 , (ii) notwithstanding any other provision of the COD or any other document or agreement between the parties, the Company may make an early redemption pursuant to Section I.F.2 of the COD even though multiple Trigger Events (as defined in the COD) have occurred, subject to full repayment of any outstanding Notes, and (iii) if all outstanding Notes are paid in full and all then outstanding shares of Series C Preferred Stock are redeemed, the Investor will not thereafter deliver any Additional Notices (as defined in the COD) with respect to then already-converted shares of Series C Preferred Stock, and no additional Conversion Shares (as defined in the COD) will be owed to Antilles.

In addition, pursuant to the Agreement, (i) beginning on February 15, 2024 and thereafter, the Company agreed to pay at least fifty percent of the net proceeds received by the Company in connection with any registered or unregistered offering of equity or debt securities of the Company toward repayment of any outstanding Notes, and (ii) Antilles rescinded its prior notice to increase the beneficial ownership limitation to 9.99 %, such that the limitation is restored to 4.99% effective five Business Days from the date of the Agreement.

As of December 30, 2024, Antilles held 30 shares of Series C Preferred Stock.

The Series C Preferred Stock is convertible into a substantial number of the Company’s shares of common stock which could result in significant dilution of the Company’s existing shareholders.

If the outstanding Series C Preferred Stock were converted as of September 30, 2024, the Company estimates that the following shares of common stock would be required to be issued to satisfy the conversion of shares of the Series C Preferred Stock:

Estimated number of shares issuable for conversion at $ 162.50 per share at December 31, 2024

Estimated number of shares of common stock required to satisfy Conversion Premium using VWAP at period end

*based on 30 shares of Series C Convertible Preferred Stock outstanding as of such date and a VWAP of $0.15 for the purposes of calculating the Conversion Premium, with $0.15 being the floor price of the Measuring Metric established in the February 2024 agreement between the Company and Antilles.

On March 25, 2024, the Company received a notice letter from the NYSE American stating that the Company was back in compliance with all of the NYSE American’s continued listing standards.

The fair value of these shares on March 25, 2024 was determined to be $ 16,253,757 and was included in Stockholders’ Equity as common stock to be issued at March 31, 2024.

At December 31, 2024, the number of remaining True-Up shares due to be issued from prior conversions was 21,574,679 .

Holders of the Series C Preferred Stock were entitled to cumulative dividends in the amount of 24.95 % per annum (adjustable up to 34.95% if a Trigger Event, as described in the Series C COD occurs), payable upon redemption, conversion, or maturity, and when, as and if declared by our board of directors in its discretion, provided that upon any redemption, conversion, or maturity, seven years of dividends were due and payable on such redeemed, converted or matured stock.

The Series C Preferred Stock could be converted into shares of our common stock at any time at the option of the holder, or at Camber’s option if certain equity conditions (as defined in the Series C COD), were met.

Upon conversion, Camber paid the holders of the Series C Preferred Stock being converted through the issuance of common stock, in an amount equal to the dividends that such shares would have otherwise earned if they had been held through the maturity date (i.e., seven years), and issued to the holders such number of shares of common stock equal to $ 10,000 per share of Series C Preferred Stock (the “Face Value”) multiplied by the number of such shares of Series C Preferred Stock divided by the applicable conversion price of $ 162.50 (after adjustment following the December 21, 2022 reverse stock split) adjusted for any future forward or reverse splits.

The conversion premium under the Series C Preferred Stock was payable and the dividend rate under the Series C Preferred Stock was adjustable.

Specifically, the conversion rate of such premiums and dividends equaled 95% of the average of the lowest 5 individual daily volume weighted average prices during the Measuring Period (as defined below), not to exceed 100% of the lowest sales prices on the last day of the Measuring Period, less $0.05 per share of common stock, unless a trigger event had occurred, in which case the conversion rate equaled 85% of the lowest daily volume weighted average price during the Measuring Period, less $0.10 per share of common stock not to exceed 85% of the lowest sales prices on the last day of such the Measuring Period, less $0.10 per share.

The “Measuring Period” was the period beginning, if no trigger event had occurred, 30 trading days, and if a trigger event had occurred, 60 trading days, before the applicable notice had been provided regarding the exercise or conversion of the applicable security, and ending, if no trigger event had occurred, 30 trading days, and if a trigger event had occurred, 60 trading days , after the applicable number of shares stated in the initial exercise/conversion notice had actually been received into the holder’s designated brokerage account in electronic form and fully cleared for trading.

Trigger Events are described in the designation of the Series C Preferred Stock, but included items which would typically be events of default under a debt security, including filing of reports late with the SEC.

The Series C Preferred Stock had a maturity date that was seven years after the date of issuance and, if the Series C Preferred Stock had not been wholly converted into shares of common stock prior to such date, all remaining outstanding Series C Preferred Stock would automatically be converted into shares of common stock, to the extent Camber had sufficient authorized but unissued shares of common stock available for issuance upon conversion.

The Series C Preferred Stock was subject to a beneficial ownership limitation, which prevented any holder of the Series C Preferred Stock from converting such Series C Preferred Stock into common stock, if upon such conversion, the holder would have beneficially owned greater than 4.99 % of Camber’s outstanding common stock.

In February 2024, pursuant to an agreement between the Company and Antilles, a floor price was established in connection with determining the Conversion Premium associated with conversions of Series C Preferred Stock, defined as the higher of (i) the volume weighted average price of the Common Stock on any Trading Day following the Issuance Date of the Series C Preferred Stock and (ii) $ 0.15 .

At December 31, 2024, Antilles held 30 shares of Series C Preferred Stock, which were convertible into 26,690,937 common shares.

Additionally, Antilles was entitled to 21,574,679 True-Up shares related to prior conversions.

During 2025, Antilles converted a total of 19 shares of Series C Preferred Stock in exchange for 16,904,261 shares of common stock and agreed to cancel the remaining 11 outstanding shares of Series C Preferred Stock.

Additionally, Antilles agreed to waive its entitlement to any further True-Up shares due from prior conversions.

At December 31, 2025, no shares of Series C Preferred Stock remained outstanding and the balance of common stock to be issued on true-up of prior Series C Preferred stock conversions was nil.

(iii) Series G Redeemable Convertible Preferred Stock

On or about December 30, 2021, the Company created a new class of Series G Preferred Stock, having a face value of $ 10,000 per share.

The rights, entitlements and other characteristics of the Series G Preferred Stock are set out in the Series G COD.

Pursuant to the Series G COD, the Series G Preferred Stock may be converted into shares of common stock at any time at the option of the holder at a price per share of common stock equal to one cent above the closing price of the Company’s common stock on the date of the issuance of such shares of Series G Preferred Stock, or as otherwise specified in the Stock Purchase Agreement, subject to adjustment as otherwise provided in the COD.

The Series G Preferred Stock were created in 2021 with a face value of $ 10,000 per share.

The Series G Preferred Stock may be converted into shares of common stock at any time at the option of the holder at a price per share of common stock equal to one cent above the closing price of the Company’s common stock on the date of the issuance of such shares of Series G Preferred Stock, or as otherwise specified in the Stock Purchase Agreement.

Upon conversion, the Company will pay the holders of the Series G Preferred Stock being converted a conversion premium equal to the amount of dividends that such shares would have otherwise earned if they had been held through the maturity date.

The Series G Preferred Stock, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank:

(a) senior to the Company’s common stock;

(b) junior to the Series C Preferred Stock, (c) senior to the Series E Redeemable Convertible Preferred Stock and Series F Redeemable Convertible Preferred Stock, as such may be designated as of the date of this Designation, or which may be designated by the Company after the date of this Designation;

(d) senior, pari passu or junior with respect to any other series of Preferred Stock, as set forth in the COD with respect to such Preferred Stock;

and (d) junior to all existing and future indebtedness of the Company.

Except as prohibited by applicable law or as set forth herein, the holders of shares of Series G Preferred Stock will have the right to vote together with holders of common stock and Series C Preferred on all matters other than:

(i) the election of directors;

(ii) and any shareholder proposals, including proposals initiated by any holder of shares of Series G Preferred Stock), in each instance on an as-converted basis, subject to the beneficial ownership limitation in the COD even if there are insufficient shares of authorized common stock to fully convert the shares of Series G Preferred Stock into common stock.

Commencing on the date of the issuance of any such shares of Series G Preferred Stock, each outstanding share of Series G Preferred Stock will accrue cumulative dividends at a rate equal to 10.0 % per annum, subject to adjustment as provided in the COD, of the Face Value.

Dividends will be payable with respect to any shares of Series G Preferred Stock upon any of the following:

(a) upon redemption of such shares in accordance with the Series G COD;

(b) upon conversion of such shares in accordance with the Series G COD;

Each outstanding share of Series G Preferred Stock will accrue cumulative dividends at a rate equal to 10.0 % per annum of the Face Value.

Dividends will be payable upon any of the following:

(a) redemption of shares;

(b) conversion of shares;

and (c) when, as and if otherwise declared by the board of directors of the Corporation.

Dividends, as well as any applicable Conversion Premium payable hereunder, will be paid in shares of common stock valued at (i) if there is no Material Adverse Change as at the date of payment or issuance of shares of common stock for the Conversion Premium, as applicable, (A) 95.0% of the average of the 5 lowest individual daily volume weighted average prices of the common stock on the Trading Market during the applicable Measurement Period, which may be non-consecutive, less $0.05 per share of common stock, not to exceed (B) 100% of the lowest sales price on the last day of such Measurement Period less $0.05 per share of common stock, or (ii) during the time that any Material Adverse Change is ongoing, (A) 85.0% of the lowest daily volume weighted average price during any Measurement Period for any conversion by Holder, less $0.10 per share of common stock, not to exceed (B) 85.0% of the lowest sales price on the last day of any Measurement Period, less $0.10 per share of common stock .

On the Dividend Maturity Date, the Corporation may redeem any or all shares of Series G Preferred Stock by paying Holder, in registered or unregistered shares of common stock valued at an amount per share equal to 100% of the Liquidation Value for the shares redeemed, and the Corporation will use its best efforts to register such shares .

In the first quarter of 2022, pursuant to a stock purchase agreement between the Company and an accredited investor (the “Investor”) dated on or about December 30, 2021, the Investor purchased from the Company 10,544 shares of newly designated Series G Preferred Stock, having a face value of $ 10,000 per share, for an aggregate price of $ 100,000,000 (the “ Purchase Price ”), representing at a 5 % original issue discount.

The Purchase Price was paid by the Investor via payment of $ 5,000,000 in cash, and the execution and delivery of four Promissory Notes (each a “ Note ” and collectively, the “ Notes ”) from the Investor in favor of Company, each in the amount of $ 23,750,000 and payable by the Investor to the Company on March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022, respectively.

There are 2,636 shares of Series G Preferred Stock associated with each Note, and the Investor may not convert the shares of preferred stock associated with each Note into shares of common stock or sell any of the underlying shares of common stock unless that Note is paid in full by the Investor.

The Company may in its sole discretion redeem the 2,636 shares of Series G Preferred Stock associated with each Note by paying the Investor $ 1,375,000 as full consideration for such redemption.

Also, the Investor may offset the then outstanding balance of each Note against the 2,636 shares of Series G Preferred Stock associated with that Note by electing to cancel the 2,636 shares as full consideration for cancellation of the Note in the event of a breach or default of any of the transaction documents by the Company.

In 2022, the Company paid the Investor $ 2,750,000 and redeemed 5,272 shares of Series G Preferred Stock associated with the Notes due March 31, 2022 and June 30, 2022, thereby canceling such Notes and reducing the number of shares of Series G Preferred Stock outstanding from 10,544 to 5,272 .

The Investor may not convert any of the remaining shares of Series G Preferred Stock associated with any remaining Note into shares of common stock or sell any of the underlying shares of common stock unless that Note is paid in full by the Investor, and the Company may redeem the shares of Series G Preferred Stock associated with each Note by paying the Investor $ 1,375,000 as full consideration for such redemption.

As of December 31, 2024, none of the outstanding Notes had been paid in full and thus the underlying shares were not convertible.

(iv) Series H Convertible Preferred Stock

On August 1, 2023, the Company issued 475 shares of new Series H Preferred Stock in exchange for 475 outstanding shares of old Series E Preferred Stock of Viking Energy Group inc.

Pursuant to the COD for the Series H Preferred Stock (the “Series H COD”), each share of New Camber Series H Preferred Stock has a face value of $ 10,000 per share, is convertible into a certain number of shares of Camber Common Stock, with the conversion ratio based upon achievement of certain milestones by Viking’s subsidiary, Viking Protection (provided the holder has not elected to receive the applicable portion of the purchase price in cash pursuant to that certain Purchase Agreement, dated as of February 9, 2022, by and between Viking and Jedda Holdings, LLC), is subject to a beneficial ownership limitation of 4.99% of Camber Common Stock (but may be increased up to a maximum of 9.99% at the sole election of a holder by the provision of at least 61 days’ advance written notice) and has voting rights equal to one vote per share of Camber Series H Preferred Stock held on a non-cumulative basis.

During the year ended December 31, 2023, Jedda Holdings converted 200 of the 475 shares of Series H Preferred Stock into 3,333,333 shares of Common Stock .

During the year ended December 31, 2024, Jedda Holdings converted the remaining 275 shares of Series H Preferred Stock into 4,583,333 shares of Common Stock.

In 2022, the Company issued 10,544 shares Series G Preferred Stock for an aggregate price of $ 100,000,000 representing at a 5 % original issue discount.

The Purchase Price was paid as follows:

$ 5,000,000 in cash and four Promissory Notes each in the amount of $ 23,750,000 and payable on March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022, respectively.

There are 2,636 shares of Series G Preferred Stock associated with each Note.

The shares may not be converted into shares of common stock unless the related Note is paid in full.

The Company may, at its discretion, redeem the 2,636 shares of Series G Preferred Stock associated with each Note for consideration of $ 1,375,000 .

In 2022, the Company paid $ 2,750,000 and redeemed 5,272 shares of Series G Preferred Stock associated with the Notes due March 31, 2022 and June 30, 2022.

At December 31, 2025, none of the outstanding notes had been paid in full and the 5,272 shares which remained outstanding were not convertible.

The following table represents stock warrant activity as of and for the years ended December 31, 2025 and 2024:

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Forfeited/expired/cancelled

( 1,349,727 )

Warrants Outstanding – December 31, 2025

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Outstanding Exercisable – December 31, 2024

On or about October 23, 2024, the Company and James Doris entered into a Second Amendment to Common Stock Warrant Agreement pursuant to which the exercise price of Mr.

Doris’ outstanding warrants (i.e., right to purchase 1,666,667 shares of common stock of the Company) was increased from $ 0.009 per share to $1.00 per share.

During the year ended December 31, 2025, the Company issued a total of 200,000 warrants with an exercise price of $ 0.15 to a noteholder and to a consultant in connection with the issuance of $ 700,000 of promissory notes.

The warrants expire two years from the date of issuance.

The value of the warrants, determined using the Black-Scholes option pricing model, is included in stock-based compensation.

All outstanding warrants are fully vested as of December 31, 2025.

Commitments and Contingencies

Building, vehicle and equipment leases – Simson-Maxwell

The Company has right-of-use assets and operating lease liabilities associated with various operating lease agreements of Simson-Maxwell pertaining to seven business locations, for the premises, vehicles and equipment used in operations in the amount of $ 7,806,110 .

These values were determined using a discount rate of 3.45 % for the premises, and 7.5 % for vehicles and equipment.

The leases have varying terms, payment schedules and maturities.

Operating lease expense is recognized on a straight-line base over each of the lease terms.

Payments due in each of the next five years and thereafter at December 31, 2024 under these leases are as follows:

Vehicle and Equipment

Less imputed interest

Present value of remaining lease payments

Operating lease expense for these leases was $ 1,600,902 and $ 1,586,879 for the years ended December 31, 2024 and 2023, respectively.

Legal matters

Legal Proceedings .

From time-to-time suits and claims against Camber arise in the ordinary course of Camber’s business, including contract disputes and title disputes.

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The defendants deny the allegations and filed a motion to dismiss (“MTD”) the case on April 26, 2024.

The MTD hearing was held on August 30, 2024 and the Court’s decision with respect to such hearing remains pending.

Shareholder-Related Litigation

The Company was the target of a “short” report issued by Kerrisdale Capital in early October 2021, and as a result of such short report, on October 29, 2021, a Class Action Complaint (i.e.

C.A.No.4:21-cv-03574) was filed against the Company, its CEO and CFO by Ronald E.

Coggins, Individually and on Behalf of All Others Similarly Situated v.

Camber Energy, Inc., et al .;

District Court for the Southern District of Texas, Houston Division, pursuant to which the plaintiffs sought to recover damages alleged to have been suffered by them as a result of the defendants’ violations of federal securities laws.

The Company and the other Defendants filed a Motion to Dismiss (“MTD”) the Class Action Complaint, and on September 22, 2023, the Court granted the MTD in full.

On October 25, 2023, the Court signed a joint stipulation submitted by the parties, dismissing the case with prejudice.

On or about June 30, 2022, the Company was made aware of a Shareholder Derivative Complaint (Case No.

4:22-cv-2167) filed in the U.S.

District Court for the Southern District of Texas, Houston Division (the “Court”) against the Company, its current directors, and certain of its former directors (the “Houston Derivative Complaint”).

The allegations contained in the Houston Derivative Complaint involve state-law claims for breach of fiduciary duty and unjust enrichment and a federal securities claim under Section 14(a) of the Securities Exchange Act of 1934.

On January 20, 2023, the Court held that certain claims brought by the plaintiff relating to director actions and statements made in proxy statements prior to June 30, 2019, were time barred, but did not dismiss certain claims brought by plaintiff relating to director actions and statements made in proxy statements after June 30, 2019.

Pursuant to Article 6 of the Amended and Restated Bylaws, on February 15, 2023, the Company’s Board of Directors (the “Board”) formed a Committee of the Board (the “Special Litigation Committee”) to investigate, analyze, and evaluate the remaining allegations in the Houston Derivative Complaint.

The Special Litigation Committee completed its investigation and found no basis to conclude that any Camber officer’s or director’s conduct “involved intentional misconduct, fraud or a knowing violation of law,” which would be required under applicable Nevada law to prevail on any claims for breach of fiduciary duty or federal proxy violations;

and, on November 17, 2023, filed with the Court a Motion to Terminate or, in the alternative, schedule an evidentiary hearing on the Motion.

Briefing on the Motion was completed on January 12, 2024.

On or about June 21, 2024, the parties to the Houston Derivative Complaint entered into a Stipulation and Agreement of Settlement (the “Stipulation and Settlement”) to fully, finally, and forever resolve, discharge, and settle all of the claims in the Houston Derivative Complaint, without the defendants admitting any liability, subject to approval of the Court and subject to the terms and conditions thereof.

Any fees to be paid to the plaintiffs’ attorneys and/or the plaintiff(s) in connection with or pursuant to the Stipulation and Settlement will be paid by the Company’s insurer.

On July 2, 2024, the Court issued an order providing for preliminary approval of the Stipulation and Settlement and set a final approval hearing for September 12, 2024.

On or about September 17, 2024, the Court issued a final order and judgement approving the Stipulation and Settlement and awarded fees payable to the Plaintiff’s legal counsel in the amount of $ 1,200,000 , which was paid by the Company’s insurer.

The MTD hearing was held on August 30, 2024.

On March 31 2025, the U.S.

District Court for the Southern District of Texas, Houston Division, granted a motion by the Company to dismiss the complaint with prejudice.

The deadline for the Plaintiff to appeal the Court’s decision expired on April 30, 2025.

Maranatha Oil Matter

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The Company has filed a denial to the claims and intends to vehemently defend itself against the allegations.

Petrodome Matter

In or about late 2011 or early 2012, Petrodome Operating, LLC, a wholly-owned subsidiary of Petrodome (which in or about December, 2017 become a wholly-owned subsidiary of Viking), on behalf of various working interest owners, including Petrodome East Creole, LLC, another subsidiary of Petrodome Energy, LLC, coordinated the drilling of an approx.

13,000 foot well in the Kings Bayou Field in Cameron Parish, LA.

Petrodome Operating engaged a third party to complete the drilling work.

The subject well produced hydrocarbons from 2012 until approximately June 2016, at which time production ceased, after which Petrodome Operating arranged for the well to be plugged in accordance with State guidelines.

During the time the well was producing hydrocarbons, royalty and/or over-riding royalty payments were made to various mineral and/or land/owners (collectively, “Mineral Owners”).

In or about October, 2019 the Mineral Owners commenced an action against Petrodome Operating, Petrodome East Creole, LLC and others claiming the Mineral Owners suffered damages (i.e., a loss of royalty and/or over-riding royalty payments) as a result of the subject well not, according to the Mineral Owners, being drilled and/or completed properly.

Petrodome Operating, Petrodome East Creole, LLC and the other defendants denied the Mineral Owners’ claims and engaged counsel to defend the action.

In or about November, 2023, the parties, without the subject Petrodome entities admitting liability, agreed to fully and completely settle the matter and pay the Mineral Owners a total sum of $ 6.5 million, of which Petrodome is liable for $ 4.15 million.

Payment of Petrodome’s portion of the settlement is fully covered by insurance.

At December 31, 2023, the Company recorded an accrued liability in respect of this settlement and a receivable related to the insurance proceeds in the amount of $ 4.15 million.

In February, 2024, the action commenced by the Mineral Owners was dismissed with prejudice and the settlement was paid with insurance proceeds.

Petrodome et al.

On or about September 15, 2023, Archrock Partners Operating LLC filed a Petition (Court File No.

2013-4090) in Harris County, TX (the “Archrock Claim”) against Petrodome Energy, LLC, a wholly-owned subsidiary of Viking Energy Group, Inc., Petrodome Operating, LLC, Pointe a la Hache LLC and Potash LLC alleging the defendants owe approximately $ 400,000 on account of unpaid rental fees in connection with compressors located on oil & gas properties leased by Pointe a la Hache LLC and Potash LLC.

Petrodome Operating LLC was the contracted operator for the properties for a certain period of time.

Petrodome Energy, LLC and Petrodome Operating, LLC deny the plaintiff’s allegations against them.

In or about May, 2024, the plaintiff added Viking and James Doris as defendants to the Archrock Claim.

In December, 2024 applicable parties entered into a Settlement Agreement pursuant to which Viking paid $ 50,000 to settle all claims as against Petrodome Energy, LLC, Petrodome Operating, LLC, Viking and James Doris, without any party admitting liability.

On or about December 30, 2024 the Archrock Claim was officially dismissed with prejudice.

The Company files income tax returns in the United States and Canada federal jurisdictions.

At December 31, 2024, the Company had United States and Canada net operating loss carry forwards of $ 23.9 million and $ 3.8 million, respectively.

$ 17.9 million of the United States net operating losses expire from 2029 to 2037 , with the remainder carried forward indefinitely.

Canada net operating losses expire from 2038 to 2044.

At December 31.

2024, the Company estimated that Viking Energy, Inc.

had no pre-Marger operating loss carry forwards as a result of the IRC Section 382 limitation.

The Company files income tax returns in the United States.

Prior to the reduction of the Company’s ownership interest in Simson-Maxwell, the Company also filed income tax returns in Canada.

At December 31, 2025, the Company had estimated net operating loss carry forwards realized subsequent to the date of the Merger of approximately $ 26.3 million.

At December 31, 2025, Camber Energy, Inc.

had pre-Merger operating loss carry forwards of approximately $ 85.1 million, net of estimated IRC Section 382 limitation, which can be applied only to the future taxable income of Camber Energy Inc.

and will expire in varying amounts between 2029 and 2037.

At December 31, 2025, the Company estimated that Viking Energy, Inc.

had no pre-Merger operating loss carry forwards as a result of the IRC Section 382 limitation.

The potential benefit of these net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years.

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Deferred tax timing differences

( 3,647,562 )

Other items effecting timing differences

Total deferred tax timing differences

Increase (decrease) in valuation allowance

( 18,550,509 )

( 2,242,548 )

Income tax expense (benefit)

As a result of the Merger, the Company acquired approximately $ 20.3 million of deferred tax timing differences against which a valuation allowance of approximately $ 20.3 million had been recorded.

In 2024, following the disposal of its remaining oil and gas assets, the Company eliminated the balances of deferred tax timing differences related to its oil and gas business.

In 2025, following the deconsolidation of Simson-Maxwell, the Company eliminated the balance of deferred tax timing differences with respect to Simson-Maxwell.

The components of deferred tax assets and liabilities as of December 31, 2025, and 2024 are as follows:

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Capital loss carry forwards

Bad debt reserves

Impairment of oil and gas assets

Unrealized loss

Investment in unconsolidated entity

Impairment of intangible assets

Derivative losses

Book tax depletion difference

Book tax depreciation difference

Loss on financing settlements

Share based compensation

Intangible drilling costs

Loss from equity interests

Total deferred tax assets

Deferred tax liabilities:

Derivative gains

Bargain purchase and other gains

Total deferred tax liabilities

Deferred tax assets - before valuation allowance

Deferred tax assets – net, before valuation allowance

Less valuation allowance

( 30,682,503 )

( 49,233,012 )

Deferred tax asset (liability) - net

The Company maintains a valuation allowance upon the net federal and foreign deferred tax asset.

A reconciliation of the federal and state statutory income tax rates to the Company’s effective income tax rate applicable to income before income tax benefit from continuing operations is as follows for the years ended December 31, 2025 and 2024:

For the Years Ended

For the Years Ended December 31,

Expected provision at US statutory rate

( 1,118,590 )

( 14,754,578 )

State income tax net of federal benefit

Higher tax rate on foreign source income

Other items effecting timing differences

Adjustments to deferred tax assets

Valuation allowance

( 18,550,509 )

( 2,242,548 )

Effective income tax rate

The Company files income tax returns in the United States and Canada federal jurisdictions.

As of December 31, 2025, the U.S.

and Canadian tax returns for the Company for the years ending 2018 through 2024 remain open to assessment by the respective tax authorities.

Net operating loss carryforwards remain subject to examination until the tax year in which the net operating loss is used closes for assessment.

tax returns for the Company for the years ending 2018 through 2024 remain open to examination by the respective tax authorities.

The Company and its subsidiaries are not currently under examination for any period.

No material change in the reserve for uncertain tax positions is expected in the next 12 months.

As a result of Viking becoming a majority-owned subsidiary of Camber as discussed in Note 1, Viking has undergone an ownership change as defined in Section 382 of the Internal Revenue Code, and its tax net operating loss carry forwards generated prior to the ownership change will be subject to an annual limitation, which could reduce or defer the utilization of these losses.

The Company intends to complete a Section 382 analysis before any net operating loss carryforwards are utilized.

Business Segment Information and Geographic Data

The Company has two reportable segments:

Power Generation and Oil and Gas Exploration.

The power generation segment provides custom energy and power solutions to commercial and industrial clients in North America and the oil and gas segment is involved in exploration and production with properties in central and southern United States.

We evaluate segment performance based on revenue and operating income (loss).

Information related to our reportable segments and our consolidated results for the years ended December 31, 2024 and 2023 is presented below.

Prior to 2025, the Company had two reportable segments:

Power Generation and Oil and Gas.

However, following the reduction of the Company’s ownership interest in Simson-Maxwell during 2025 and the disposal of the Company’s remaining oil and gas assets in 2024, the Company now operates as a single reporting segment.

The Company’s chief operating decision maker is the Chief Executive Officer, who reviews financial information presented on a consolidated basis.

Performance is evaluated and resources are allocated based upon the progress and projected financial requirements to advance each of the Company’s investments towards commercialization.

Information related to our reportable segments and our consolidated results for the year ended December 31, 2024 is presented below.

Year Ended December 31, 2024

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General and administrative

Stock-based compensation

Impairment of intangible assets

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Total Consolidated Assets

Year Ended December 31, 2023

Power Generation

Loss from Operations is as follows:

Operating expenses

Cost of goods

Lease operating costs

General and administrative

Impairment of oil and gas and intangible assets

Depreciation, depletion and amortization

Accretion - ARO

Total operating expenses

Loss from operations

$ ( 5,578,677 )

$ ( 1,415,688 )

$ ( 6,994,365 )

Segment assets

Corporate and unallocated assets

Total Consolidated Assets

Subsequent Events

Merger Related Litigation

On March 31, 2025, the U.S.

District Court for the Southern District of Texas, Houston Division, granted a motion by the Company to dismiss with prejudice Class Action Complaint (i.e., C.A.

No.4:24-cv-00489) styled Lawrence Rowe, Individually and on Behalf of All Others Similarly Situated v.

Doris and Camber Energy, Inc.

The deadline for the Plaintiff to appeal the Court’s decision expired on or about April 30, 2025.

Simson-Maxwell Transaction

On April 1, 2025, Viking Energy Group, Inc.

(“Viking”), a wholly-owned subsidiary of Camber Energy, Inc.

(“Camber” or the “Company”), entered into a Share Subscription Agreement (the “SSA”) with T&T Power Group Inc.

(“T&T”), Remora EQ LP (“Remora”), Simmax Corp.

(“Simmax”), and Simson-Maxwell Ltd.

(“Simson”), a Canadian federal corporation.

The SSA relates to a restructuring of the ownership of Simson that results in Camber ceasing to have a controlling interest in Simson.

As such, Camber will deconsolidate Simson from its consolidated financial statements effective April 1, 2025.

Under the SSA, T&T agreed to (i) subscribe for 952 Class A Common Shares of Simson (the “Subscription Shares”) for an aggregate subscription price of approximately CAD$ 2.28 million;

(ii) purchase 903 Class A Common Shares from Remora (the “Remora Shares”) for an agreed purchase price;

and (iii) purchase 681 Class A Common Shares

from Simmax (the “Simmax Shares”) for an agreed purchase price.

T&T also agreed to provide up to CAD $ 3.0 million in additional working capital to Simson on closing or at such time as is reasonably required to meet the cash requirements of Simson, and to repay on or within a reasonable period following the closing amounts owing under Simson’s then outstanding senior secured credit facilities.

T&T acquired the Subscription Shares by paying the subscription price in cash.

T&T acquired the Remora Shares by paying approximately 3.5 % of the purchase price in cash and issuing a promissory note for the remaining balance, maturing on December 1, 2025.

T&T acquired the Simmax Shares by issuing a promissory note to Simmax, also maturing on December 1, 2025.

Following the closing of the transactions described above (collectively, the “Simson Share Transactions”), T&T and Viking are the only remaining shareholders of Simson.

T&T owns 51% of Simson’s issued and outstanding Class A Common Shares, and Viking owns the remaining 49%.

Viking did not sell or purchase any shares in connection with the Simson Share Transactions;

however, Viking’s ownership decreased from approximately 60.5% to 49%.

As a result of the reduction in Viking’s ownership interest and ceasing to have control over Simson, Camber will no longer consolidate Simson’s financial results in its consolidated financial statements.

Beginning April 1, 2025, the Company will instead account for its investment in Simson under the equity method of accounting.

In connection with the closing of the Simson Share Transactions, Viking also entered into a Unanimous Shareholders Agreement (the “USA”) with T&T and Simson.

The USA governs the ownership and management of Simson and provides that T&T is entitled to nominate two members to Simson’s board of directors, and Viking is entitled to nominate one member.

FK Venture LLC Convertible Promissory Note

On April 7, 2025, the Company and its wholly-owned subsidiary, Viking Energy Group, Inc., entered into an agreement with FK Venture LLC (the “Investor”) to restructure an existing obligation of Viking to Investor in the amount of $ 1,200,000 .

Pursuant to the Agreement, the Company issued to Investor an unsecured convertible promissory note in the principal amount of $ 1,200,000 (the “Note”), thereby assuming and refinancing the debt under new terms.

The Note bears interest at a rate of 10 % per annum and matures on September 30, 2026 (the “Maturity Date”).

The Company may prepay the Note in whole or in part, provided that if prepayment occurs within twelve months of issuance, the Company must pay a minimum of twelve months’ interest.

At any time prior to the Maturity Date, the Investor may elect to convert the outstanding principal and any accrued but unpaid interest into shares of the Company’s common stock at a fixed conversion price of $ 0.15 per share,

Viking Ozone Technology Promissory Notes

On April 15, 2025, Viking Ozone Technology, LLC (“Viking Ozone”), a majority-owned subsidiary of the Company, received $ 200,000 from an individual investor (the “Investor”) in exchange for a promissory note (the “Note”).

The maturity date of the Note is the earlier of:

(i) September 30, 2025 ;

or (ii) receipt by Viking Ozone of proceeds from the sale of the VKIN-300 waste treatment system that was shipped to France in the first quarter of 2025.

The Note bears interest at a fixed rate of 10 % and Viking Ozone may prepay at any time any portion of the principal and all other amounts due under the Note.

Viking Ozone’s obligations under the Note were personally guaranteed by the Company’s President & CEO, James Doris.

In connection with the issuance of the Note, the Company issued a Common Stock Warrant entitling the Investor to purchase up to 100,000 shares of common stock of the Company at $ 0.15 per share at any time between April 15, 2025 and May 1, 2027 .

On April 29, 2025, Viking Ozone entered into a short-term loan arrangement with an accredited investor (the “Investor”).

Pursuant to the transaction, Viking Ozone issued the Investor a promissory note in the principal amount of $ 500,000 (the “Note”).

The Note bears interest at a fixed rate equal to 10 % of the principal amount and matures on the earlier of (i) September 30, 2025 , or (ii) the date VOT receives proceeds from the sale of the VKIN-300 waste treatment system that was shipped to France in the first quarter of 2025

The Company was not a party to the Note and the Note did not include any conversion rights or warrant issuances.

Series C Preferred Stock:

On April 8, 2025, the Company issued 8,007,281 Common Shares to Antilles in exchange for the conversion of 9 shares of Series C Convertible Preferred Stock, leaving 21 shares of Series C Convertible Preferred Stock issued and outstanding as of such date.

Between January 1 and May 12, 2025, the Company issued 6,645,406 True-Up Shares to Antilles in connection with Delivery Notices submitted by Antilles.

SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (unaudited)

The following supplemental unaudited information regarding the Company’s oil and gas activities is presented pursuant to the disclosure requirements of ASC 932, “Extractive Activities – Oil and Gas”.

Camber’s oil and gas activities are located in the United States.

On November 5, 2023, Mid-Con Petroleum, LLC and Mid-Con Drilling, LLC, wholly-owned subsidiaries of Viking, sold 100% of their interest in oil and gas assets in Kansas, consisting of 168 producing wells, 90 injector wells and 34 non-producing wells.

On December 1, 2023, a subsidiary of Petrodome Energy, LLC (“Petrodome”), a wholly-owned subsidiary of Viking, sold its non-operated working interest in a producing oil well in Texas.

These two dispositions represented 100% of the reserves owned by Viking and its subsidiaries.

On February 1, 2024, the Company sold its working interest in oil and gas properties producing from the Cline and Wolfberry formations in Texas.

At December 31, 2024, the Company did not hold any interest in producing oil and gas properties.

Results of Operations

Oil and Gas Sales by geographic area for the years ended December 31, 2024 and 2023:

United States

Lease operating costs

Depletion, accretion and impairment

Reserve Quantity Information

The supplemental unaudited presentation of proved reserve quantities and related standardized measure of discounted future net cash flows provides estimates only and does not purport to reflect realizable values or fair market values of the Company’s reserves.

The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise than those of producing oil and gas properties.

Accordingly, significant changes to these estimates can be expected as future information becomes available.

Under SEC reporting requirements, proved undeveloped reserves include only those reserves in which the Company has current plans to develop, generally within five years.

At December 31, 2024, the Company did not have an ownership interest in any oil and gas reserves.

Estimated Quantities of Proved Reserves (BOE)

United States

Years Ended December 31,

Proved Developed, Producing

Proved Developed, Non-Producing

Total Proved Developed

Proved Undeveloped

Petroleum and Natural Gas Reserves

Reserves are estimated remaining quantities of oil and natural gas and related substances, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible - from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations - prior to the time at which contracts providing the right to operate expire.

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Reserves

The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves and the changes in standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves were prepared in accordance with provisions of ASC 932.

Future cash inflows at December 31, 2024 and 2023 were computed by applying the unweighted, arithmetic average of the closing price on the first day of each month for the 12-month period prior to December 31, 2024 and 2023 to estimated future production.

Future production and development costs are computed by estimating the expenditures to be incurred in developing and producing the proved oil and natural gas reserves at year-end, based on year-end costs and assuming continuation of existing economic conditions.

Future income tax expenses are calculated by applying appropriate year-end tax rates to future pretax net cash flows relating to proved oil and natural gas reserves, less the tax basis of properties involved.

Future income tax expenses give effect to permanent differences, tax credits and loss carry forwards relating to the proved oil and natural gas reserves.

Future net cash flows are discounted at a rate of 10% annually to derive the standardized measure of discounted future net cash flows.

This calculation procedure does not necessarily result in an estimate of the fair market value of the Company’s oil and natural gas properties.

The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the years ended December 31, 2024 and 2023 are as follows:

United States

Years Ended December 31,

Future cash inflows

Future production costs

Future development costs

Future income tax expense

Future net cash flows

10% annual discount for estimated timing of cash flows

Standardized measure of DFNCF

Changes in Standardized Measure of Discounted Future Net Cash Flows

The changes in the standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the years ended December 31, 2024 and 2023 are as follows:

United States

Years Ended December 31,

Balance - beginning

Net changes in prices and production costs

Net changes in future development costs

Sales of oil and gas produced, net

Extensions, discoveries and improved recovery

Purchases of reserves

Sales of reserves

Revisions of previous quantity estimates

Previously estimated development costs incurred

Net change in income taxes

Accretion of discount

Balance - ending

In accordance with SEC requirements, the pricing used in the Company’s standardized measure of future net revenues is based on the 12-month unweighted arithmetic average of the first day-of-the-month price for the period January through December for each period presented and adjusted by lease for transportation fees and regional price differentials.

The use of SEC pricing rules may not be indicative of actual prices realized by the Company in the future.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data