CIRCLE8 GROUP INC 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the disclosure controls and procedures as of December 31, 2025, the end of the period covered by this report on Form 10-K. The term “disclosure controls and procedures,” as set forth in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act (“Exchange Act”), means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms promulgated by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected. Based on that assessment, our management concluded that our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting described below. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Our management, including our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the framework established in Internal Control—Integrated Framework (2023) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Prior to the Merger, we were a private company and had limited accounting and financial reporting personnel with which to address our internal controls and related procedures. Based upon that evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025, due to the material weaknesses described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting as defined under the Exchange Act, as amended and by the Public Company Accounting Oversight Board (United States), such that there is a reasonable possibility that a material misstatement of our annual financial statements will not be prevented or detected on a timely basis. This conclusion is based on the identification of material weaknesses in the areas of accounting for complex financial transactions or non-routine transactions. We currently consult with third-party experts to overcome this weakness. Additionally, we had a material weakness related to lack of segregation of duties in finance and accounting. There is also an inadequate design of policies and procedures that are tested and monitored to prevent and detect potential errors. Due to our limited accounting and financial reporting personnel, we have ineffective controls over the period end financial disclosure and reporting process. We are in the process of implementing measures designed to improve our internal control over financial reporting to remediate the material weaknesses and have plans to implement them in the first half of 2026. For example, we plan to design and implement improved processes and internal controls, including ongoing senior management review and Audit Committee oversight. Additionally, we plan to further develop and implement formal policies, processes and 93 documentation procedures relating to our financial reporting, including the oversight of third-party service providers. Our actions are subject to ongoing executive management review and will also be subject to Audit Committee oversight. Notwithstanding the material weaknesses in internal control over financial reporting described above, our management has concluded that our consolidated financial statements included in this Annual Report on Form 10-K are fairly stated in all material respects. This Annual Report on Form 10-K does not include an attestation report of our independent registered accounting firm on management’s assessment regarding internal control over financial reporting due to the exemption from such requirements established by rules of the SEC for emerging growth companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during our most recent fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 94 PART III Item 10. Directors, Executive Officers and Corporate Governance Executive Officers and Directors The following table sets forth as of April 10, 2026, the name and position of each person who is an executive officer or director of the Company. Name Age Position Jeffrey Jagid 57 Chief Executive Officer Kevin J. Murphy 49 Chief Financial Officer Michael Tenore 51 General Counsel and Secretary Guus Franke 50 Executive Chairman of the Board Robert B. Machinist 73 Director Jeff Kurtz 57 Director David Solimine 46 Director David Pfeffer 67 Director Jeffrey Jagid serves as our Chief Executive Officer and a Director. He has served as CEO of Atlantic since February 1, 2023. He was elected Interim Chairman of the Board on March 30, 2025, and Interim Chief Financial Officer on August 18, 2025, until those positions were filled on January 23, 2026, and February 2, 2026, respectively. He is a results-producing business executive with a strong track record of optimizing revenue and profitability within a global organization. He has demonstrated success building and leading businesses at all stages of growth. Prior to joining Atlantic, Mr. Jagid was a director of ThinkEco Inc. since 2014 and became that company’s Chairman and Chief Executive Officer in 2017. Prior to joining ThinkEco, Mr. Jagid held various management positions at I.D. Systems, Inc. (Nasdaq: IDSY), including Chief Executive Officer and Chairman of the Board of Directors. Under Mr. Jagid’s leadership, I.D. Systems was named by Deloitte as one of North America’s fastest growing technology companies in 2005, 2006 and 2012. During his tenure at I.D. Systems, Mr. Jagid was named as a finalist for the Deloitte Entrepreneur of the Year award. Under Mr. Jagid’s leadership, I.D. Systems became a leading global provider of wireless IoT based technology solutions for securing, managing, and tracking high-value enterprise assets. He was awarded 14 patents in wireless communications, mobile data, asset tracking, and connected car technology. Among his other achievements, he led that company’s initial public offering, as well as several other capital raises totaling nearly $100,000,000. From 2001 to June 2014, Mr. Jagid also served on the board of directors of Coining Technologies, Inc., a privately-held company in the coining, forming, drawing, and piercing of specialty metals, mass-producing close-tolerance complex parts quickly and cost-effectively. Mr. Jagid received a Bachelor of Business Administration from Emory University in 1991 and a Juris Doctor degree from the Benjamin N. Cardozo School of Law in 1994. He is member of the Bar of the States of New York and New Jersey. Kevin J. Murphy was appointed as our Chief Financial Officer which became effective on February 2, 2026. Mr. Murphy brings over 27 years of experience in financial and operations reporting and analysis and accounting. His skills are in managing the financial operations of complex organizations, communications with private equity stakeholders, directors and executive leaders, bank reporting, technology selection and integration, and audit and tax planning. Mr. Murphy is a Certified Public Accountant, with a B.S. in Business, Major in Accounting from Eastern Illinois University and is a Six Sigma Green Belt. From June 2023 until joining the Company, he last held the position of Executive VP and Division CFO at Hospitality Staffing Solutions, LLC (HSS), Atlanta Georgia. There, he led all back-office, field operations and sales teams at the largest privately-held hospitality staffing company in the U.S. and presented strategic recommendations, performance updates and transformation milestones. He also led a major corporate transformation that redesigned organizational structure and developed and launched a multi-year strategic growth plan that repositioned the company in core markets and expanded new verticals. From November 2014 to May 2023 he held the position of Senior VP of Finance and Treasurer at HSS. He was responsible for accounting, finance, billing, payroll, HR, IT, compliance, risk management and facilities. He completed the sell side management presentations and due diligence for the sale of this private equity owned staffing company to a private equity owned janitorial company in January 2020. From January 2006 to May 2014, 95 Mr. Murphy held several positions as director or vice president of finance and controller at Choice Point Services, Inc. Signature Information Solutions LLC, Lexis Nexis and Red Book Connect LLC. From May 1998 to January 2006 he rose from staff accountant and senior accountant to director of accounting at several firms. Michael Tenore serves as our General Counsel and Secretary. He has served as General Counsel of Atlantic since March 2023. He was first appointed General Counsel, and Vice President of Regulatory Affairs for Troika in March 2015. In July 2017, Mr. Tenore was elected Corporate Secretary. He served in those positions until March 31, 2023. On December 7, 2023, Troika and certain of its subsidiaries filed voluntary petitions under Chapter 11 of the United States Code in the U.S. Bankruptcy Court for the Southern District of New York. Prior to joining Troika in March 2015 upon the merger with Signal Point Holdings Corp., he held various legal and regulatory positions, including General Counsel, at RNK, Inc. a regional telecommunications carrier. Mr. Tenore is a member of the adjunct staff of Suffolk University Law School and belongs to the Federal Communications Bar Association and the Association of Corporate Counsel. Mr. Tenore received his B.A. in Communications from Emerson College and his J.D. from Suffolk University Law School both degrees with Latin Honors. Mr. Tenore has been on the board of directors for youth hockey and charitable organizations for the past 10 years. Guus Franke was appointed as Executive Chairman of the Board on January 23, 2026. He has been the founder and sole owner of Axiom GmbH (“Axiom”) since 2018. Axiom provides M&A advisory, full services transaction support including corporate finance and private equity strategy. Axiom is an investment platform designed to hold, acquire and scale the next layer of global digital economy. Through Axiom, Mr. Franke founded Circle8 Group as a pan-European platform for AI talent, compliance-grade consultancy (cloud, IT migration, AI and Cyber) and workforce execution for highly regarded sections. Prior to forming Axiom and Circle8 Group, from 2020 to 2021, Mr. Franke was Managing Director, Riverrock European Capital Partners LLP, where he was responsible for the European AR and Syndicate SSL strategy. From 2018 to 2020, Mr. Franke was co-founder of Pilatus AG, an investment platform where he was responsible for deal sourcing, performance management, syndication and deal coordination. From 2014 to 2018 he was co-founder of Nedfact, an investment structure and debt advisor. From 2011 to 2014 he was a partner at a Tier 1 sponsor firm, responsible for M&A and debt structuring. Prior thereto he was a KPMG Partner, Private Corporate Finance. Robert B. Machinis t serves as a director of the Company since its formation in October 2022. He previously served as Chief Executive Officer and Chairman of the Board of Troika Media Group (Nasdaq: TRKA) from March 2018 until May 2022. Mr. Machinist has extensive experience both as a principal investor/operator in a broad range of businesses as well as an owner-operator of diversified investment banking operations. He was the Vice Chairman of Pyrolyx A.G. (S26.DU), the first environmentally-friendly and sustainable method of recovering high-grade carbon black from end-of-life-tires. Most recently, he was Chairman and an original founding Board member of CIFC Corp. (Nasdaq: CIFC), a publicly-listed credit manager with over $14.0 billion of assets under management, which was sold in December 2016. In addition, he was Chairman, Board of Advisors of MESA, a merchant bank specializing in media and entertainment industry transactions, which was sold to Houlihan Lokey in 2016. He was also a partner of Columbus Nova, a leading private investment fund. He runs a private family investment company, the activities of which include The Collectors Car Garage and a number of real estate development businesses. Mr. Machinist previously served as managing director and head of investment banking for the Bank of New York and its Capital Markets division. Mr. Machinist was also previously president and one of the principal founders of Patricof & Co. Capital Corp. (APAX Purchasers) and its successor companies. He is currently Vice-Chairman of the Maimonides Medical Center, serves on its Board of Directors, is Chairman of its Investment Committee and a member of its various other Board of Overseers for the Albert Einstein College of Medicine. Most recently, he was Chairman of the American Committee for the Weizmann Institute of Science as well as a member of its Board of Directors and presently serves on its International Board of Governors and its Executive Committee. He was a trustee and Vice Chairman of Vassar College, a member of its Executive Committee, and one of three trustees responsible for managing the College’s Endowment. He is currently a board member of ECD Autodesign (Nasdaq: ECDA). Mr. Machinist earned a Bachelor of Arts in Philosophy and Chemistry from Vassar College in Poughkeepsie, New York. He undertook graduate work in biochemistry at the Weizmann Institute of Science in Rehovot, Israel. We believe Mr. Machinist’s broad entrepreneurial, financial and business expertise and his experience with growth companies give him significant qualifications and skills to serve as Vice Chairman of our board of directors. Jeff Kurtz was elected to our board of directors upon the consummation of the Merger on June 18, 2024. Since 1991, he has been the President of The Kamson Corporation, which currently owns and operates over 100 investment properties in the Northeast. Currently, he oversees extensive rehabilitation projects among over 100 projects and is presently involved in several building projects consisting of multifamily apartments, hi-rise buildings, and mixed-use properties which have retail and apartment components. In the past, Mr. Kurtz has built multifamily units for sale along with other building 96 projects. Mr. Kurtz personally owns or is a general partner and/or manages, through the Kamson Corporation, a New Jersey corporation, 14,000+ apartments, in addition to office buildings and shopping centers. A graduate of the University of Miami, Mr. Kurtz is a member of the 1987 National Championship Football Team at the University of Miami. He continues as an active member of the university alumni. For the past 20 years, Mr. Kurtz has been on the Board of the Hope & Heroes Children’s Cancer Fund golf event and chairs this outing each year. We believe Mr. Kurtz’s broad entrepreneurial, financial and business expertise and his experience give him the qualifications and skills to serve as a director of our company. David Solimine was elected to our board of directors upon the consummation of the Merger on June 18, 2024. Mr. Solimine is the President & Chief Executive Officer of Kore Insurance Holdings, LLC., a privately-owned high-volume insurance agency established in 2012 with offices in New Jersey and Florida. He plays an integral part in providing a competitive insurance product with the utmost level of professional service to meet client satisfaction in all aspects. Prior thereto, from 2001-2008, Mr. Solimine was a principal, as well as the President of Sales and Marketing for EMAR Group, Inc., when it was acquired by Wells Fargo Insurance Services. Thereafter, while at Wells Fargo, he remained the largest Insurance Sales Producer on the East Coast for many consecutive years. He also served as Head of Marketing for Princeton Securities from 1999-2001. Mr. Solimine holds a Bachelor of Science in Business/Economics from Brown University. He is Property and Casualty Insurance Licensed throughout the United States. We believe Mr. Solimine’s extensive business and financial experience in the insurance industry, in particular dealing with employment related issues, makes him qualified to serve on our board of directors. David Pfeffer has served as a member of our board of directors and is currently our Audit Committee Chairman since the consummation of the Merger on June 18, 2024. Mr. Pfeffer was previously a member of the board of directors and the Audit Committee Chairman for SeqLL since September 2018. Mr. Pfeffer has over 30 years of experience in diverse roles in financial services; leading companies, developing and executing strategy, building businesses up from the ground floor and driving innovation to grow in today’s ultra-competitive and dynamic global economy. Mr. Pfeffer is currently CEO of Brick Citi Capital, LLC, an investment services and business advisory firm founded in 2019. Previously, he was Executive Vice President and Chief Financial Officer of Oppenheimer Funds, a global asset manager, from 2004 to 2019. He was a Management Director on the Oppenheimer Funds, Inc. board and President of Oppenheimer Funds Harbourview Asset Management. From 2009 to 2019, Mr. Pfeffer served as an Independent Director at ICI Mutual Insurance Co., including a role as Audit Committee Chairman. From 2000 to 2004, Mr. Pfeffer worked as Institutional Chief Financial Officer and Director at Citigroup Asset Management. Mr. Pfeffer was at J.P. Morgan from 1984 to 2000, where he gained significant international experience serving as Chief Financial Officer and Director of JPM Brazil for five years in São Paulo and supported JPM’s international businesses during his 16-year tenure there. Mr. Pfeffer worked as a public accountant at Ernst & Whinney from 1981 to 1984. Mr. Pfeffer is a Certified Public Accountant, a Chartered Global Management Accountant and has his FINRA Series 99 Operations Professional license. He graduated Cum Laude from the University of Delaware with a B.S. in Accounting. We believe Mr. Pfeffer’s experience in corporate governance and capital markets qualifies him to continue to serve on our board of directors following the Merger. Senior Management Name Age Position Todd McNulty 57 Chief Executive Officer of Lyneer Staffing Solutions LLC James Radvany 65 Chief Financial Officer of Lyneer Staffing Solutions LLC Todd McNulty serves as Chief Executive Officer of Lyneer Staffing Solutions LLC since its formation in October 1997. Mr. McNulty studied Business Administration and Marketing at York College of Pennsylvania. After college in 1990, Mr. McNulty started his career as a Marketing Representative for the Players Club International at Resorts Casino in Atlantic City. In August 1992, Mr. McNulty relocated back home to Central NJ and began a 30-year staffing career. Mr. McNulty worked for Staffing Alternatives, a New Jersey four office family-owned boutique company, focusing on clerical and light industrial staffing. He led sales from 1992 to September 1997, achieving a record $5,000,000 in new sales his first year. In October 1997, Mr. McNulty joined James Radvany with a plan and a mission to become the Delaware Valley’s leading staffing company. He opened multiple offices and achieved robust growth and profitability within months of office openings. Throughout the years, Mr. McNulty assumed the role of Chief Executive Officer with responsibility for its current day-to-day operations and working closely with Lyneer’s Business Development Team in building brand strength and growth throughout the country. 97 James Radvany serves as Chief Financial Officer of Lyneer Staffing Solutions since its formation in October 1997. Mr. Radvany is a graduate of Susquehanna University. He started his career as a CPA with Coopers and Lybrand in Philadelphia in 1982 and was promoted to Manager in four years instead of the customary six-year period. Mr. Radvany joined Romac and Associates in 1986 as a Senior Recruiting Manager for accounting and finance professionals. He was consistently one of the top producers in Lyneer’s Northeast region throughout his seven-year tenure. Mr. Radvany founded his initial staffing company in 1993 and with the addition of Todd McNulty, led Lyneer Staffing Solutions to become one of the top staffing firms in the Delaware Valley in the 1990s. Lyneer Staffing Solutions started to expand outside of the Delaware Valley in the late 1990s and grew throughout the East Coast and into the Southeast and Midwest sectors of the country. With the addition of seven West Coast branches in early 2015, Lyneer expanded into a true national staffing company. In his role as Chief Financial Officer of Lyneer, Mr. Radvany handles all accounting, acquisitions, financing, legal and insurance issues for Lyneer. He also works with Mr. McNulty in running Lyneer’s day-to-day operations. He has successfully negotiated a $55,000,000 asset-based loan, integrated some smaller acquisitions, set up a very cost-effective workers compensation insurance program and oversees a 12-person accounting and legal department. Family Relationships between Directors Directors are elected until their successors are duly elected and qualified. No family relationship exists between any of the directors and executive officers. There are no arrangements or understandings with major stockholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or member of senior management. To our knowledge, none of the individuals who will serve as a director or executive officer of our company has, during the past 10 years, been involved in any of the legal proceedings listed in Item 401(f) of Regulation S-K. Director Independence As we are listed on the Nasdaq Global Select Market, our board of directors has determined that, with respect to our corporate governance, we will comply with the Nasdaq Marketplace Rules. The Nasdaq Marketplace Rules require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, the Nasdaq Marketplace Exchange Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act. Under Rule 5605(a)(2) of the Nasdaq Marketplace Rules, a director will only qualify as an “independent director” if, in the opinion of the issuer’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 of the Exchange Act, a member of an Audit Committee of a listed company may not, other than in his or her capacity as a member of the Audit Committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. Our board of directors has reviewed the composition of the board of directors immediately following consummation of the Merger and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of Jeff Kurtz, David Solimine and David Pfeffer will be an “independent director” as defined under Rule 5605(a)(2). Our board of directors also determined that the directors who serve on our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee satisfy the independence standards for such committees established by the SEC and the Nasdaq Marketplace Rules, as applicable. In making such determinations, our board of directors considered the relationships that each such non-employee director has and will have with our company and all other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director. Board Meetings Committees During the year ended December 31, 2025, our board of directors held 6 meetings (including regularly scheduled and special meetings), and no director attended fewer than 80% of the total number of meetings of the board of directors and 98 the committees of which he was a member. In addition, during the year ended December 31, 2025, our board of directors acted by unanimous written consent on two occasions. Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, directors to attend. Our board of directors has established three standing committees — Audit, Compensation, and Nominating and Corporate Governance — each of which operates under a charter approved by our board of directors. Copies of each committee’s charter are posted on the Investor Relations section of our corporate website, located at www.atlantic-international.com . Each committee has the composition and responsibilities described below. Our board of directors may from time to time establish other committees. Audit Committee Our Audit Committee consists of David Pfeffer, chair of the committee, Jeff Kurtz and David Solimine. We have determined that each of our members of the Audit Committee satisfies the Nasdaq Marketplace Rules and SEC independence requirements. The functions of this committee include, among other things: • evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors; • reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services; • reviewing our annual and quarterly financial statements and reports, including the disclosures contained under Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations , and discussing the statements and reports with our independent auditors and management; • reviewing with our independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls; • reviewing our major financial risk exposures (including cybersecurity and regulatory compliance), including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; and • reviewing and evaluating on an annual basis the performance of the Audit Committee, including compliance of the Audit Committee with its charter. Our board of directors has determined that David Pfeffer qualifies as an “Audit Committee financial expert” within the meaning of applicable SEC regulations and meets the financial sophistication requirements of the Nasdaq Marketplace Rules. In making this determination, our board of directors has considered Mr. Pfeffer’s extensive financial experience and business background. Our independent registered public accounting firm and our management will meet privately periodically with our Audit Committee. Compensation Committee Our Compensation Committee consists of Jeff Kurtz, chair of the committee, and David Solimine. We have determined that each of our proposed members of our Compensation Committee satisfies the Nasdaq Marketplace Rules independence requirements. The functions of this committee include, among other things: • reviewing, modifying and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) our overall compensation strategy and policies; • reviewing and approving the compensation, the performance goals and objectives relevant to the compensation, and other terms of employment of our executive officers; • reviewing and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) the equity incentive plans, compensation plans and similar programs advisable for our company, as well as modifying, amending or terminating existing plans and programs; • reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers; 99 • reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC; and • preparing the report that the SEC requires in our annual proxy statement. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or Compensation Committee of another entity that had one or more of its executive officers serving as a member of our board of directors or Compensation Committee. None of the members of our Compensation Committee has at any time been one of our officers or employees or an officer or employee of Atlantic or Lyneer. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance committee consists of David Solimine, who is the chair of the committee, and Jeff Kurtz. We have determined that each of the members of this committee satisfies the Nasdaq Marketplace Rules independence requirements. The functions of this committee include, among other things: • identifying, reviewing and evaluating candidates to serve on our board of directors consistent with criteria approved by our board of directors; • evaluating director performance on our board of directors and applicable committees of our board of directors and determining whether continued service on its board of directors is appropriate; • evaluating, nominating and recommending individuals for membership on our board of directors; and • evaluating nominations by stockholders of candidates for election to our board of directors. Code of Business Conduct and Ethics Our board of directors has adopted a written code of conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code and all disclosures that are required by law or Nasdaq Marketplace Rules concerning any amendments to, or waivers from, any provision of the code is posted on our website located at www.atlantic-international.com . Board Leadership Structure Our board of directors is free to select the Chairman of the board of directors and a Chief Executive Officer in a manner that it considers to be in the best interests of our company at the time of selection. Currently Jeffrey Jagid serves as the Chief Executive Officer and Guus Franke serves as Executive Chairman of the Board. We currently believe that this leadership structure is in our best interests. As Chairman of the Board, Mr. Franke’s key responsibilities include facilitating communication between our board of directors and management, assessing management’s performance, managing board members, preparation of the agenda for each board meeting, acting as chair of board meetings and meetings of our company’s stockholders and managing relations with stockholders, other stakeholders and the public. We will take steps to ensure that adequate structures and processes are in place to permit our board of directors to function independently of management. The directors will be able to request at any time a meeting restricted to independent directors for the purposes of discussing matters independently of management and are encouraged to do so should they feel that such a meeting is required. Our board of directors, as a whole, and also at the committee level, plays an active role overseeing the overall management of our risks. Our Audit Committee reviews risks related to financial and operational items with our management and our independent registered public accounting firm. Our board of directors is in regular contact with our Chief Executive Officer and Chief Financial Officer, who report directly to our board of directors and who supervise day-to-day risk management. Role of Board in Risk Oversight Process We face a number of risks, including those described herein under Item IA — Risk Factors . Our board of directors believes that risk management is an important part of establishing, updating and executing on our business strategy. Our board of directors has oversight responsibility relating to risks that could affect our corporate strategy, business objectives, compliance, operations, and the financial condition and performance. Our board of directors focuses its oversight on the 100 most significant risks facing us and, on our processes, to identify, prioritize, assess, manage and mitigate those risks. Our board of directors receives regular reports from members of our senior management on areas of material risk to us, including strategic, operational, financial, legal and regulatory risks. While our board of directors has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on us. Item 11. Executive Compensation Summary Compensation Table The following table sets forth total compensation paid to our named executive officers (“NEOs”) for the years ended December 31, 2025 and 2024. Name and Principal Position Year Salary Bonus Stock Awards Non-Equity Incentive Plan Compensation Non-Qualified Deferred Compensation Earnings All Other Compensation (1) Total Jeffrey Jagid 2025 $ 500,000 $ 734,016 $ — $ — $ — $ 168,000 $ 1,402,016 Chief Executive Officer (2) 2024 $ 269,231 $ 449,650 $ — $ — $ 563,833 $ 208,625 $ 1,491,339 Christopher Broderick 2025 $ 196,154 $ 227,300 $ — $ — $ — $ 58,000 $ 481,454 Chief Financial Officer (2)(3) 2024 $ 161,539 $ 263,300 $ — $ — $ 272,000 $ 155,750 $ 852,589 Matthew Evelt (4) 2025 $ 223,077 $ — $ — $ — $ — $ 3,500 $ 226,577 Chief Operating Officer Michael Tenore 2025 $ 300,000 $ 63,533 $ — $ — $ — $ 50,000 $ 413,533 General Counsel (2) 2024 $ 161,539 $ 100,000 $ — $ — $ 225,000 $ 75,000 $ 561,539 Daniel Jones 2024 $ 260,273 $ — $ — $ — $ — $ — $ 260,273 Chief Executive Officer (5) Frances Scally (6) 2024 $ 145,000 $ — $ — $ — $ — $ — $ 145,000 _____________ (1) All other compensation represents amounts paid related to special bonuses, transactions bonuses for the consummation of the Merger and auto allowances. 2025 2024 Special Bonus Auto Allowance Total Transaction Bonus Auto Allowance Total Jeffrey Jagid $ 150,000 $ 18,000 $ 168,000 $ 200,000 $ 8,625 $ 208,625 Christopher Broderick $ 50,000 $ 8,000 $ 58,000 $ 150,000 $ 5,750 $ 155,750 Matthew Evelt(4) $ — $ 3,500 $ 3,500 $ — $ — $ — Michael Tenore $ 50,000 $ — $ 50,000 $ 75,000 $ — $ 75,000 (2) Messrs. Jagid, Broderick and Tenore became executive officers of the Company upon completion of the Merger on June 18, 2024. (3) Mr. Broderick resigned from all positions within the Company on August 15, 2025. (4) On March 30, 2026, Mr. Evelt informed the Company he was resigning immediately. On the same day the Company terminated Mr. Evelt for “Cause” (as defined) effective immediately and stated that he was in violation of his employment agreement due to his egregious misconduct that is materially injurious to the Company. (5) Mr. Jones resigned from all positions with the Company upon completion of the Merger. (6) Ms. Scally was a consultant to the Company and all compensation of the services were paid to DLA, LLC, a financial consulting firm with which Ms. Scully is employed. Ms. Scully resigned from her position with the Company upon the completion of the Merger. 101 Employment and Board Service Agreements with Guus Franke Mr. Franke entered into a five-year Employment and Board Service Agreement with the Company dated as of January 23, 2026, pursuant to which he was appointed as Executive Chairman on the Circle8 Closing Date. The Employment and Board Service Agreement shall automatically renew for successive two-year periods, unless cancelled by either party upon written notice of at least 90 days prior to the end of the initial five-year term. The Employment and Board Service Agreement provides for an annual base salary of $800,000 (“Base Salary”) for the term, with five (5%) percent automatic annual increases each year. Commencing in 2027, Mr. Franke will be eligible to receive his annual Base Salary as a bonus (“Annual Bonus”) for every calendar year his Employment and Board Service Agreement is in effect, contingent upon the Company meeting certain revenue targets. The Company shall pay a transaction bonus in the amount of USD $200,000 for any subsequent completed transaction in excess of $8 million gross, in consideration of Mr. Franke’s assistance in closing each such transaction. In the event Mr. Franke’s services are terminated other than for Cause, he shall be entitled to: two years of Base Salary; pro-rated Annual Bonus provided he is on pace to achieve the required performance milestone for such bonus; all Accrued Benefits, and all unvested equity awards shall immediately be vested. In the event of a Change of Control, other than with Circle8, 100% of Mr. Franke’s equity and any unvested equity awards shall be immediately due and payable; performance bonuses (both current and future) shall be immediately due and payable, regardless of whether the milestone has been achieved; and all of the severance benefits set forth above shall be due and payable. Notwithstanding the foregoing, any Contract Benefits to be received upon a Change of Control that would constitute a “parachute payment” shall be reduced to the extent necessary so that no portion shall be subject to Section 4999 of the Internal Revenue Code. The Employment and Board Service Agreement provides for a non-compete provision of one year from the termination if terminated for Cause, or six months if terminated for any other reason; and a non-solicitation provision for two years from the termination date if terminated for Cause, and one year for any other reason. Employment Agreement with Jeffrey Jagid Upon the closing of the Merger on June 18, 2024, Jeffrey Jagid entered into an employment agreement with our Company as Chief Executive Officer. The agreement is for a term of five years with an additional one-year extension unless terminated by either party upon 90 days written notice prior to the end of the initial term. On January 23, 2026, the Company entered into a First Amendment (the “Amendment”) to Executive Employment Agreement with Jeffrey Jagid, as Chief Executive Officer. The Amendment is to the Executive Employment Agreement dated as of June 18, 2024 (the ”Agreement”). Pursuant to the terms of the Amendment, the Employment Term was extended from June 18, 2029 to January 31, 2031; the Annual Base Salary was increased from $500,000 to $800,000; the Annual Bonus was increased from $500,000 to $800,000, and the Transaction Bonus was increased from $100,000 to $225,000, effective January 1, 2026. In addition, Mr. Jagid shall be entitled to a one-time bonus of $300,000 should the Company complete a registered direct offering or any other type of financing of at least $5,000,000 in 2026. Each of the Company’s enumerated subsidiaries shall be jointly and severally liable for and unconditionally guarantees the payment and performance of all obligations and agreements under the Amendment. Furthermore, upon an Event of Default Mr. Jagid shall be entitled to file an executed Confession of Judgement against the Company and its subsidiaries for severance. Mr. Jagid’s base salary is $500,000 per annum. Mr. Jagid is entitled to a true-up payment in an amount equal to the pro-rated difference between his salary of $120,000 per year under his employment contract dated February 1, 2023 with Atlantic and $500,000 per annum. Mr. Jagid is eligible to receive an annual bonus in an amount equal to his base salary for every year commencing in 2023. The bonus will be predicated upon our recording a minimum of $250,000,000 in revenues. Mr. Jagid was paid a $200,000 transaction bonus as a result of the closing of the Merger on June 18, 2024, and he will be paid additional transaction bonuses in the amount of $100,000 for the closing of any subsequent acquisition that is valued in excess of $8,000,000. He is also eligible for an annual discretionary bonus to be set by the compensation committee of our board of directors. If we terminate the employment agreement for any reason other than Cause (as defined), all of Mr. Jagid’s then-outstanding restricted stock, restricted stock units and warrants will immediately vest, and Mr. Jagid will be entitled to (i) 12 months of severance payments of his base salary, (ii) a prorated annual bonus if we are on pace to meet the above-stated performance milestones, (iii) the right to 12 months of COBRA insurance, and (iv) reasonable outplacement services for a period of up to 90 days from termination. Upon death or disability, Mr. Jagid, or his estate, will receive all accrued compensation and any prorated bonus, and any equity that would have vested during the 24-month period beginning on the date of death or disability will immediately 102 vest. If Mr. Jagid is terminated for Cause, or resigns without Good Reason (as defined), he will receive accrued compensation and any vested equity. Upon a Change of Control (as defined), all of Mr. Jagid’s non-vested equity will immediately vest in full, and he will be entitled to his full severance payments stated above if he chooses to terminate his employment with our company. Mr. Jagid will be subject to a one-year non-compete covenant from termination of his employment anywhere in the United States if termination is for Cause, and six months if termination is for any other reason. He will be subject to a two-year non-solicitation covenant from termination if he is terminated for Cause and 12 months if he is terminated for any other reason. He will also be covered under our directors and officers’ liability insurance for up to one year from termination of his employment. Employment Agreement with Kevin J. Murphy Effective February 2, 2026, Mr. Murphy entered into an employment agreement with our Company as Chief Financial Officer. The employment agreement is for one year with an additional one year extension unless terminated by either party upon 60 days’ written notice prior to the end of the initial term. Mr. Murphy’s base salary is $375,000 per annum. Mr. Murphy will be eligible to receive a yearly bonus of $200,000 based upon mutually agreed upon goals. Mr. Murphy will also be eligible to earn annual variable compensation, the amount of which will be set by the Company’s Compensation Committee based upon the Company’s achievement of stated financial and strategic goals, as established by the Compensation Committee. Mr. Murphy shall be eligible to participate fully in annual stock option grants, and any other long-term equity incentive program at levels commensurate with Mr. Murphy’s position and as determined by the Compensation Committee. The Company shall provide to Mr. Murphy, at the Company’s cost, health insurance pursuant to the terms of the Company’s health insurance plans. Mr Murphy received an initial grant of 400,000 stock options under the Company’s equity incentive plan. The options will have an exercise price of $3.46 equal to the fair market value of the underlying shares on the day prior to grant. The options will vest over four years, with 25% vesting on each anniversary of the grant date. If we terminate the employment agreement for any reason other than Cause (as defined), all of Mr. Murphy’s then-outstanding stock options, restricted stock, RSUs and warrants will immediately vest, and Mr. Murphy will be entitled to (i) any accrued benefits, (ii) a prorated annual bonus if we are on pace to meet the performance milestones necessary for such bonus, (iii) all shares of unvested stock options, restricted stock awards, RSUs, Options, Warrants or other equity awards shall immediately become vested, (iv) the right to 12 months of COBRA insurance paid for by the Company, and (iv) reasonable outplacement services for a period of up to 90 days from termination. After three months of employment, Mr. Murphy shall receive a severance amount based upon the following schedule: • zero to three months: no severance • Four months to a year: 6 months of severance • After the first anniversary: 9 months of severance • After the second anniversary: 12 months of severance Upon death or disability, Mr. Murphy, or his estate, will receive all accrued compensation and any prorated bonus, and any equity that would have vested during the 24-month period beginning on the date of death or disability will immediately vest. If Mr. Murphy is terminated for Cause, or resigns without Good Reason (as defined), he will receive accrued compensation, including prorated bonus amount and any vested equity. After three months of employment, Mr. Murphy shall receive a severance amount based upon the following schedule: • zero to three months: no severance • Four months to a year: 6 months of severance • After the first anniversary: 9 months of severance • After the second anniversary: 12 months of severance Upon a Change of Control (as defined), all of Mr. Murphy’s non-vested equity will immediately vest in full, and he will be entitled to his full severance payments stated above if he chooses to terminate his employment with our Company. Mr. Murphy will be subject to a 1 year non-compete covenant from termination of his employment anywhere in the United States if termination is for Cause, and six months if his termination is for any other reason. He will be subject to a 1 year non-solicitation covenant from termination if he is terminated for Cause and 1 year if he is terminated for any other reason. He will also be covered under our directors and officers’ liability insurance both during and, while potential liability exists, after the employment term. 103 Employment Agreement with Michael Tenore Upon the closing of the Merger on June 18, 2024, Michael Tenore entered into an employment agreement with our Company as General Counsel and Secretary. The employment agreement is for three years with an additional one-year extension unless terminated by either party upon 90 days written notice prior to the end of the initial term. On January 23, 2026, the Company entered into a First Amendment (the “Amendment”) to Executive Employment Agreement with Michael Tenore, as Secretary and General Counsel. The Amendment is to the Executive Employment Agreement dated as of June 18, 2024 (the ”Agreement”). Pursuant to the terms of the Amendment, the Employment Term was extended from June 18, 2029 to January 31, 2031; the Annual Base Salary was increased from $300,000 to $325,000; the Annual Bonus was increased from $100,000 to $150,000 and the Transaction Bonus was increased from $75,000 to $150,000 effective January 1, 2026. In addition, Mr. Tenore shall be entitled to a one-time bonus of $50,000 should the Company complete a registered direct offering or any other type of financing of at least $5,000,000 in 2026. Upon an Event of Default Mr. Tenore shall be entitled to file an executed Confession of Judgement against the Company and its subsidiaries for severance. Mr. Tenore’s base salary is $300,000 per annum. He is also entitled to a true-up payment equal to the pro-rated difference between his salary of $120,000 per year under his employment agreement dated April 1, 2023, with Atlantic and $300,000 per annum. Mr. Tenore is entitled to receive an annual bonus of $100,000 for every year commencing in 2024. The bonus is predicated upon our receiving a minimum of $250,000,000 in revenues and adjusted EBITDA of $5,000,000. Mr. Tenore was paid a $75,000 transaction bonus as a result of the closing of the Merger, and he will be paid additional transaction bonuses in the amount of $150,000 for the closing of any subsequent acquisition that is valued in excess of $8,000,000. He also will be eligible for an annual discretionary bonus to be set by the compensation committee of our board of directors. If we terminate the employment agreement for any reason other than Cause (as defined), all of Mr. Tenore’s then-outstanding restricted stock, restricted stock units and warrants will immediately vest, and Mr. Tenore will be entitled to (i) 12 months of severance payments of his base salary, (ii) a prorated annual bonus if we are on pace to meet the above-stated performance milestones, (iii) the right to 12 months of COBRA insurance, and (iv) reasonable outplacement services for a period of up to 90 days from termination. Upon death or disability, Mr. Tenore, or his estate, will receive all accrued compensation and any prorated bonus, and any equity that would have vested during the 24-month period beginning on the date of death or disability will immediately vest. If Mr. Tenore is terminated for Cause, or resigns without Good Reason (as defined), he will receive accrued compensation and any vested equity. Upon a Change of Control (as defined), all of Mr. Tenore’s non-vested equity will immediately vest in full and he will be entitled to his full severance payments stated above if he chooses to terminate his employment with our company. Mr. Tenore will be subject to a one-year non-compete covenant from termination of his employment anywhere in the United States if his termination is for Cause, and six months if termination is for any other reason. He will be subject to a two-year non-solicitation covenant from termination if he is terminated for Cause and 12 months if terminated for any other reason. He also will be covered under our directors and officers’ liability insurance for up to one year from termination of employment. Employment Agreement with Todd McNulty On June 18, 2024, Lyneer entered into a new employment agreement, with Todd McNulty to be its Chief Executive Officer. The employment agreement is for three years with successive one-year extensions unless terminated by either party upon 90 days’ prior written notice. Mr. McNulty’s current base salary is $750,000 per annum. Mr. McNulty is entitled to receive: (a) a transaction bonus of $100,000; (b) accrued compensation of $300,000 on or before June 28, 2024; (c) a 2025 Special Bonus of $1,375,000 on or before September 18, 2024; (d) an additional cash bonus of $1,375,000 on or before December 18, 2024; (e) beginning in 2025 and each fiscal year thereafter an annual bonus increasing from $100,000 to $300,000 on total revenues increasing from $350 million to $390 million, and (f) restricted stock units equal to 1% of the Company’s issued and outstanding shares of common stock. He is also eligible for an annual discretionary bonus to be set by the compensation committee of our board of directors. In case of termination without Cause (as defined), or termination by Mr. McNulty with Good Reason (as defined), or termination upon expiration date with notice of termination/non-renewal by Lyneer, unless Lyneer provides notice of termination prior to the expiration of the Agreement in which case Mr. McNulty shall receive the severance amount. Mr. McNulty will be entitled to severance defined as: (i) in the event of a termination date on or prior to the second anniversary date of the Merger, an amount equal to 1.5 times his annual base salary as in effect immediately prior to the termination date, and continuation of medical insurance benefits, as provided on the termination date until the end of the applicable severance term (as defined, or, at the sole discretion of Lyneer, reimburse Mr. McNulty for COBRA insurance; (ii) in the 104 event of a termination date after the second anniversary of the Merger, an amount equal to one time his annual base salary as in effect immediately prior to the termination date, and continuation of medical insurance benefits or COBRA insurance until the end of the applicable severance term; or (iii) in the case of non-renewal of the employment agreement by Lyneer after the initial term or any renewal term and the subsequent termination of employment within three months following such non-renewal of the employment agreement by Lyneer, an amount equal to six months of his annual base salary as in effect immediately prior to the termination date, and continuation of medical insurance benefits or COBRA insurance. In case of termination by Lyneer with Cause or by Mr. McNulty without Good Reason, Mr. McNulty will only be entitled to accrued obligations consisting of accrued but unpaid base salary; unreimbursed expenses; accrued but unpaid benefits; and any unpaid bonus for any then completed fiscal year. Mr. McNulty is subject to one-year non-compete and non-solicitation covenants from termination of his employment. Employment Agreement with James Radvany On June 18, 2024, Lyneer entered into a new employment agreement with James Radvany to continue as its Chief Financial Officer. The employment agreement has a term of three years with successive one-year extensions unless terminated by either party upon 90 days’ prior written notice. Mr. Radvany’s base salary is $500,000 per annum. Mr. Radvany is entitled to the same transactions bonus, accrued compensation, 2025 Special Bonuses, annual bonuses starting in 2025, discretionary bonuses and 1% restricted stock units as Mr. McNulty is entitled to. Mr. Radvany’s employment agreement provides for the same severance provisions, non-competition and non-solicitation covenants as those in Mr. Radvany’s employment agreement discussed above. In case of termination by Lyneer with Cause or by Mr. Radvany without Good Reason, Mr. Radvany will only be entitled to accrued obligations consisting of accrued but unpaid base salary; unreimbursed expenses; accrued but unpaid benefits; and any unpaid bonus for any then completed fiscal year. 2025 Equity Incentive Plan The Atlantic International Corp. 2025 Equity Incentive Plan (the “Incentive Plan”) became effective on stockholder approval at the November 7, 2025 Annual General Meeting. It allows us to provide equity awards as part of our compensation program, an important tool for motivating, attracting and retaining talented employees and for providing incentives that promote our business and increased stockholder value. The following is a summary of the material features of the Incentive Plan. This summary is qualified in its entirety by the full text of the Incentive Plan. Purpose The purpose of the Incentive Plan is to enhance our ability to attract, retain and motivate persons who make (or are expected to make) important contributions to our Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Eligibility Persons eligible to participate in the Incentive Plan are our officers, employees, non-employee directors, and consultants and those of our subsidiaries as selected from time to time by the plan administrator in its discretion. As of the date of this Annual Report, approximately 314 individuals currently employed by, or affiliated with, Atlantic, Lyneer or Circle8 are eligible to participate in the Incentive Plan, which includes our officers, employees who are not officers, seven non-employee directors, and consultants. Administration The Incentive Plan is administered by the Compensation Committee of our board of directors, our board of directors or such other similar committee pursuant to the terms of the Incentive Plan. The plan administrator, which initially is the Compensation Committee of our board of directors, has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the Incentive Plan. The plan administrator may delegate to one or more of our officers, the authority to grant awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. 105 Share Reserve A number of shares of our common stock equal to initially 10,000,000 to be adjusted upward to reflect fifteen (15%) percent of the number of shares issued and outstanding on December 31st of each year. Shares underlying any awards under the Incentive Plan that are forfeited, cancelled, held back to cover the exercise price or tax withholding, satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added back to the shares available for issuance under the Incentive Plan. The payment of dividend equivalents in cash shall not count against the share reserve. Annual Limitation on Awards to Non-Employee Directors The Incentive Plan contains a limitation whereby the grant date value of all awards under the Incentive Plan and all other cash compensation paid by us to any non-employee director may not exceed $1,000,000 in any calendar year, although our board of directors may, in its discretion, make exceptions to the limit in extraordinary circumstances. Types of Awards The Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, and other stock or cash-based awards, or collectively, awards. Unless otherwise set forth in an individual award agreement, each award shall vest over a four-year period, with one-quarter of the award vesting on the first annual anniversary of the date of grant, with the remainder of the award vesting monthly thereafter. Stock Options The Incentive Plan permits the granting of both options to purchase shares of our common stock intended to qualify as incentive stock options under Section 422 of the Code and options that do not so qualify. Options granted under the Incentive Plan will be nonqualified options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to our employees and employees of our subsidiaries. Nonqualified options may be granted to any persons eligible to receive awards under the Incentive Plan. The exercise price of each option will be determined by the plan administrator but generally may not be less than 100% of the fair market value of the common stock on the date of grant or, in the case of an incentive stock option granted to a 10% stockholder, 110% of such share’s fair market value. The term of each option will be fixed by the plan administrator and may not exceed ten years from the date of grant (or five years for an incentive stock option granted to a 10% stockholder). The plan administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such options. Upon exercise of options, the exercise price must be paid in full either in cash, check, or, with the approval of the plan administrator, by delivery (or attestation to the ownership) of shares of common stock that are beneficially owned by the optionee free of restrictions or were purchased in the open market. Subject to applicable law and approval of the plan administrator, the exercise price may also be made by means of a broker-assisted cashless exercise. In addition, the plan administrator may permit nonqualified options to be exercised using a “net exercise” arrangement that reduces the number of shares issued to the optionee by the largest whole number of shares with fair market value that does not exceed the aggregate exercise price. Stock Appreciation Rights The plan administrator may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation rights entitle the recipient to shares of common stock, or cash, equal to the value of the appreciation in our stock price over the exercise price. The exercise price generally may not be less than 100% of the fair market value of common stock on the date of grant. The term of each stock appreciation right will be fixed by the plan administrator and may not exceed ten years from the date of grant. The plan administrator will determine at what time or times each stock appreciation right may be exercised, including the ability to accelerate the vesting of such stock appreciation rights. 106 Restricted Stock The plan administrator may award restricted shares of common stock subject to such conditions and restrictions as it may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with our Company or our subsidiaries through a specified vesting period. Unless otherwise provided in the applicable award agreement, the participant generally will have the rights and privileges of a stockholder as to such restricted shares, including without limitation the right to vote such restricted shares and the right to receive dividends, if applicable. Restricted Stock Units and Dividend Equivalents The plan administrator may award restricted stock units which represent the right to receive common stock at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the plan administrator. Restrictions or conditions could include, but are not limited to, the attainment of performance goals, continuous service with our Company or our subsidiaries, the passage of time or other restrictions or conditions. The plan administrator determines the persons to whom grants of restricted stock units are made, the number of restricted stock units to be awarded, the time or times within which awards of restricted stock units may be subject to forfeiture, the vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the restricted stock unit awards. The value of the restricted stock units may be paid in shares of common stock, cash, other securities, other property, or a combination of the foregoing, as determined by the plan administrator. A participant holding restricted stock units will have no voting rights as a stockholder. Prior to settlement or forfeiture, restricted stock units awarded under the Incentive Plan may, at the plan administrator’s discretion, provide for a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all dividends paid on one share of common stock while each restricted stock unit is outstanding. Dividend equivalents may be converted into additional restricted stock units. Settlement of dividend equivalents may be made in the form of cash, shares of common stock, other securities, other property, or a combination of the foregoing. Prior to distribution, any dividend equivalents will be subject to the same conditions and restrictions as the restricted stock units to which they attach. Other Stock or Cash Based Awards Other stock or cash-based awards may be granted either alone, in addition to, or in tandem with, other awards granted under the Incentive Plan and/or cash awards made outside of the Incentive Plan. The plan administrator will have authority to determine the persons to whom and the time or times at which such awards will be made, the amount of such awards, and all other conditions, including any dividend and/or voting rights. Changes in Capital Structure The Incentive Plan requires the plan administrator to make appropriate adjustments to the number of shares of common stock that are subject to the Incentive Plan, to certain limits in the Incentive Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events. Change in Control Except as set forth in an award agreement issued under the Incentive Plan, in the event of a change in control (as defined in the Incentive Plan), each outstanding stock award (vested or unvested) will be treated as the plan administrator determines, which may include (i) our continuation of such outstanding stock awards (if we are the surviving corporation); (ii) the assumption of such outstanding stock awards by the surviving corporation or its parent; (iii) the substitution by the surviving corporation or its parent of new stock options or other equity awards for such stock awards; (iv) the cancellation of such stock awards in exchange for a payment to the participants equal to the excess of (A) the fair market value of the shares subject to such stock awards as of the closing date of such corporate transaction over (B) the exercise price or purchase price paid or to be paid (if any) for the shares subject to the stock awards (which payment may be subject to the same conditions that apply to the consideration that will be paid to holders of shares in connection with the transaction, subject to applicable law); (v) provide that such award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Incentive Plan or the provisions of such award; or (vi) provide that the award will terminate and cannot vest, be exercised or become payable after the applicable event. 107 The Incentive Plan provides that a stock award may be subject to additional acceleration of vesting and exercisability upon a change in control as may be provided in the award agreement for such stock award, but in the absence of such provision, no such acceleration will occur. Tax Withholding Participants in the Incentive Plan are responsible for the payment of any federal, state or local taxes that we or our subsidiaries are required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. The plan administrator may cause any tax withholding obligation of our company or our subsidiaries to be satisfied, in whole or in part, by the applicable entity withholding from shares of common stock to be issued pursuant to an award a number of shares with an aggregate fair market value that would satisfy the withholding amount due. The plan administrator may also require any tax withholding obligation of our company or our subsidiaries to be satisfied, in whole or in part, by an arrangement whereby a certain number of shares issued pursuant to any award are immediately sold and proceeds from such sale are remitted to us or our subsidiaries in an amount that would satisfy the withholding amount due. Transferability of Awards The Incentive Plan generally does not allow for the transfer or assignment of awards, other than by will or by the laws of descent and distribution; however, the plan administrator has the discretion to permit awards (other than incentive stock options) to be transferred by a participant. Term The Incentive Plan, unless terminated earlier, will continue in effect for a term of ten (10) years from the Board of Director’s approval on April 3, 2025, after which time no awards may be granted under the Incentive Plan. Amendment and Termination Our board of directors and the plan administrator may each amend, suspend, or terminate the Incentive Plan and the plan administrator may amend or cancel outstanding awards, but no such action may materially and adversely affect rights under an award without the holder’s consent. Certain amendments to the Incentive Plan will require the approval of our stockholders. Generally, without stockholder approval, (i) no amendment or modification of the Incentive Plan may reduce the exercise price of any stock option or stock appreciation right, (ii) the plan administrator may not cancel any outstanding stock option or stock appreciation right where the fair market value of the common stock underlying such stock option or stock appreciation right is less than its exercise price and replace it with a new option or stock appreciation right, another award or cash and (iii) the plan administrator may not take any other action that is considered a “repricing” for purposes of the stockholder approval rules of the applicable securities exchange. Clawback Policy All stock awards granted under the Incentive Plan are subject to recoupment in accordance with any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, our board of directors may impose such other clawback, recovery or recoupment provisions in a stock award agreement as our board of directors determines necessary or appropriate. Grants of Plan Based Awards The following table set forth supplemental information relating to the Company’s grants of RSUs during the fiscal year 2025 to the NEOs. Also included, in accordance with SEC rules on disclosure of executive compensation, is information 108 relating to the estimated grant date fair value of the grants. Neither the values reflected in the table, nor the assumptions utilized in arriving the values should be considered indicative of future stock performance. Stock Awards: Number of Shares of Stock Option Awards: Number of Securities Underlying Options Exercise or Base Price of Option Awards Grant Date Fair Value of Stock and Option Awards Name/Grant Type Grant Date (#) (#) ($/Share) ($) Jeffrey Jagid RSU 1/2/2025 4,122,652 — $ — $ 24,488,553 RSU 8/11/2025 1,428,571 — $ — $ 3,028,571 Matthew Evelt Stock options 6/2/2025 — 1,000,000 (1) $ 2.67 $ 2,670,000 Michael Tenore RSU 1/7/2025 824,530 — $ — $ 4,823,501 RSU 8/11/2025 378,371 — $ — $ 802,147 (1) These options were terminated as of March 30, 2026, with Mr. Evelt’s termination from employment prior to the initial vesting date of June 1, 2026. Outstanding Equity Awards at Fiscal Year-End The following table sets forth outstanding equity awards to our NEOs as of December 31, 2025. Option Awards Stock Awards Number of Securities Underlying Unexercised Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested Exercisable Unexercisable Name (#) (#) ($) (#) ($) Jeffrey Jagid — — $ — — 4,122,652 (1) $ 5,483,127 — — $ — — 1,428,571 (1) $ 1,899,999 Matthew Evelt (2) — 1,000,000 $ 2.67 6/1/2030 — $ — Michael Tenore — — $ — — 824,530 (1) $ 1,096,625 — — $ — — 378,371 (1) $ 503,233 (1) These restricted stock vested on January 1, 2026. (2) These options were terminated as of March 30, 2026, with Mr. Evelt’s termination from employment prior to the initial vesting date of June 1, 2026. Director Compensation General. The following discussion describes the significant elements of the existing compensation program for members of our current board of directors and its committees. The compensation of our directors is designed to attract and retain committed and qualified directors and to align their compensation with the long-term interests of our stockholders. Directors who are also executive officers (each, an “Excluded Director”) will not be entitled to receive any compensation for his or her service as a director, committee member or Chair of our board of directors or of any committee of our board of directors. Director Compensation Arrangements. Our non-employee director compensation program is designed to attract and retain qualified individuals to serve on our board of directors. Our board of directors, on the recommendation of its Compensation Committee, will be responsible for reviewing and approving any changes to the directors’ compensation arrangements. In consideration for serving on our board of directors, each director (other than Excluded Directors) will be 109 paid an annual retainer. All directors will be reimbursed for their reasonable out-of-pocket expenses incurred while serving as directors. The Compensation Committee awards options or restricted stock units for the non-employee members of board of directors. Cash Compensation. Under such program, we currently pay each non-employee director a cash fee, payable quarterly, of $5,000 per month for service on our board of directors. Equity Awards. Each non-employee director receive a one-time initial stock option award for 161,290 shares of our common stock, which options shall vest in arrears in equal tranches monthly for one year. Each non-employee director shall also be eligible to receive grants of stock options, each in an amount designated by the Compensation Committee of our board of directors, from any equity compensation plan approved by the Compensation Committee. In addition to such compensation, we reimburse each non-employee director for all pre-approved expenses within 30 days of receiving satisfactory written documentation setting out the expense actually incurred by such director. These include reasonable transportation and lodging costs incurred for attendance at any meeting of our board of directors. The following table sets forth the director compensation we accrued in the year ended December 31, 2025 (excluding compensation to our executive officers set forth in the summary compensation table above). Name Fees Earned or Paid in Cash Option Awards Total ($) Robert B. Machinist $ — $ — $ — Jeffrey Jagid $ — $ — $ — Jeffrey Kurtz $ — $ — $ — David Solimine $ — $ — $ — David Pfeffer $ 60,000 $ — $ 60,000 Total: $ 60,000 $ — $ 60,000 Atlantic International’s Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information Atlantic International does not have any formal policy that requires the Company to grant, or avoid granting, equity-based compensation to its executive officers at certain times. Consistent with its annual compensation cycle, the Compensation Committee has granted annual equity awards to its directors, and might grant annual equity awards to its executive officers in the future. The timing of any equity grants to directors or executive officers in connection with new hires or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment effective date). As a result, in all cases, the timing of grants of equity awards, including stock options or RSUs, occurs independent of the release of any material nonpublic information, and Atlantic does not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation. Additionally and as disclosed above, pursuant to his board of directors agreement with the Company dated April 15, 2024, Mr. Prateek Gattani, our Chairman of the Board, received 1,300,000 RSUs, as part of his director compensation, which vested upon the date of grant and will expire five years from the date of issue. Additionally, 161,290 RSUs were granted to each of Jeffrey Kurtz, David Solimine and David Pfeffer upon completion of the Merger as of June 18, 2024, as director fees that vest equally monthly over one year. Insider Trading Arrangements and Policies There are no Rule 10b5-1 trading arrangements held by any officer or director of the Company. The Company has adopted its Insider Trading Policies and Procedures, which is being filed herein as Exhibit 19.1. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding beneficial ownership of our outstanding common stock as of April 10, 2026 by (i) each of our directors or executive officers, (ii) all of the persons who serve as our directors and 110 executive officers as a group and (iii) each person who is known by us to be a beneficial owner of more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of shares beneficially owned by a person listed below and the percentage ownership of such person, shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days after April 10, 2026 are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all shares shown as beneficially owned by them. The applicable percentage ownership based on 79,358,271 shares of common stock outstanding as of April 10, 2026. Name and Address of Beneficial Owner Number of Shares Percentage Executive Officers and Directors Robert B. Machinist (1) 728,814 * Jeffrey Jagid (1) 6,521,025 (2) 8.2 % Michael Tenore (1) 1,578,865 (3) 2.0 % Kevin J. Murphy (1) 400,000 (4) * Guus Franke (5) 12,516,070 15.8 % Jeff Kurtz (1) 161,290 (6) * David Solimine (1) 161,290 (6) * David Pfeffer (7) 162,820 * All directors and executive officers as a group (8 persons) 22,230,174 28.0 % 5% or Greater Shareholder SPP Credit Advisors, LLC 550 Fifth Avenue, 12 th Floor New York, New York 10036 21,983,926 (8) 27.7 % Andrew Bressman (1)(9) 6,503,971 8.2 % Pequod Consulting LLC (10) Hankins Waterfront Plaza Suite 5556 Main street, Charlestown Nevis and St. Kitts 4,301,012 5.4 % _____________ * Represents ownership of less than one (1%) percent. (1) The address of this person is c/o Atlantic International Corp., 270 Sylvan Avenue, Suite 2230, Englewood Cliffs, New Jersey 07632. (2) Does not include 1,000,000 shares issuable upon exercise of incentive stock options which vest on June 5, 2026. (3) Does not include 125,000 shares issuable upon exercise of incentive stock options which vest on June 5, 2026. (4) Consists of options that vest over four years, with 25% vested February 2, 2027. (5) The address of this person is c/o Axiom Partners GmbH, Gubelstrasse, 11 Zug Switzerland (6) 161,290 RSUs granted upon completion of the Merger on June 18, 2024, as directors fees that are fully vested. (7) The address of Mr. Pfeffer is c/o SeqLL Inc., 3 Federal Street, Billerica, Massachusetts 01821. (8) These shares were acquired following a default under a pledge agreement entered into with IDC Technologies, Inc., formerly the Company’s principal stockholder. Vesting and disposition power rests with the holder of the shares. (9) Mr. Bressman is a Strategic Advisor to the Company. (10) Pequod Consulting LLC has acted as a consultant to the Company since October 15, 2022. Upon the closing of the Merger on June 18, 2024, the Company retained Pequod’s services under a two-year Consulting Agreement. 111 Item 13. Certain Relationships and Related Transactions and Director Independence Procedures for Approval of Related Party Transactions A “related party transaction” is any actual or proposed transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any related party had or will have a direct or indirect material interest. A “related party” includes: • any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors; any person who beneficially owns more than 5% of our common stock; • any immediate family member of any of the foregoing; or • any entity in which any of the foregoing is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest. In June 2024, our board of directors adopted a written related-party transactions policy. Pursuant to this policy, the Audit Committee of our board of directors will review all material facts of all related-party transactions and either approve or disapprove entry into the related-party transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a related-party transaction, our Audit Committee shall take into account, among other factors, the following: (i) whether the related-party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third party under the same or similar circumstances; (ii) the extent of the related party’s interest in the transaction; and (iii) whether the transaction would impair the independence of a non-employee director. Related Party Transactions Transactions with Lyneer Management Holdings LMH was a non-controlling member of the Company with a 10% ownership interest at December 31, 2023. Two of Lyneer’s officers, specifically its CEO and CFO, each owned 44.5% of LMH, respectively. On November 15, 2022, Lyneer and IDC Technologies, Inc. (“IDC”) as co-borrowers issued Year 1 Earnout Notes to LMH with total balances of $5,127,218. The balance of the Year 1 Earnout Notes payable to LMH was $0 as of both December 31, 2025 and December 31, 2024. On January 16, 2024, Lyneer and IDC as co-borrowers issued Year 2 Earnout Notes to LMH with total balances of $2,013,041. The balance of the Year 2 Earnout Notes payable to LMH was $0 as of both December 31, 2025 and December 31, 2024. As of both December 31, 2025 and December 31, 2024, the combined Earnout Note balances payable to LMH was $0. Interest expense incurred on the Earnout Notes to LMH totaled $0 and $292,996 for the years ended December 31, 2025 and 2024, respectively. The balance of the earnout liability payable to LMH as of both December 31, 2025 and December 31, 2024, was $0. On June 18, 2024 as part of the Merger, LMH entered into a $6,000,000 guarantee agreement with the PEO, replacing and cancelling the $6,000,000 letter of credit previously held by the lenders of the Revolver. This obligation was terminated on December 31, 2024. Transactions with IDC The Company and IDC were co-borrowers and were jointly and severally liable for principal and interest payments under the previous Revolver, the Term Loan related to the previous Revolver, the Term Note, the Seller Notes and the Earnout Notes. In the case of certain of those obligations IDC generally makes certain interest and principal payments to the lenders and collects reimbursement from the Company. For interest payments of that nature, the Company recognizes interest expense when interest is incurred under the relevant loan agreement and a corresponding payable to IDC, which is subsequently removed from the Company’s consolidated balance sheet upon Company’s remittance of the reimbursement funds to IDC. Additionally, when principal payments are made by IDC the Company recognizes a reduction of the associated loan balance, with a corresponding increase in the payable to IDC which is then reduced upon the Company’s payment of funds to IDC. 112 As a result of the Merger, the Company was required to file short-term income tax returns for the periods of January 1, 2024 to June 18, 2024 and June 19, 2024 to December 31, 2024. For the first short-period, Lyneer and IDC filed consolidated income tax returns in certain states. In connection with this arrangement the Company recorded a liability payable to IDC for taxes payable by IDC which represented taxes attributable to the Company’s operations included on consolidated state and local income tax returns filed by IDC. These amounts were determined by calculating the Company’s taxable income multiplied by the applicable tax rate. Amounts payable to IDC of this nature amounted to $548,432 as of both December 31, 2025 and December 31, 2024, respectively, and are included in “other receivables” and “due to related parties” on the accompanying consolidated balance sheets as of December 31, 2025, and December 31, 2024, respectively. For the second short-period ended December 31, 2024, Lyneer has filed consolidated income tax returns with Atlantic International Corp. Total amounts receivable from IDC, including the above taxes payable to IDC, amounted to $1,369,833 as of December 31, 2025 and is included in “other assets” on the accompanying consolidated balance sheets. The total amounts payable to IDC amounted to $2,091,035 as of December 31, 2024 and is included in “due to related parties” on the accompanying consolidated balance sheets. There are no formalized repayment terms. On June 18, 2024, the Company entered into a $35,000,000 Merger Note with IDC. Pursuant to the Amended and Restated Convertible Promissory Note, any amounts paid to BMO will be in satisfaction of this Note. The Company is offsetting the balance related to IDC that was remaining on the previous Revolver and rolled into the New Revolving Credit Facility. See Note 8: Debt and Note 17: Related Party Transactions for further discussion. Gross Amount Amount Offset Net Amount Receivable from IDC included in “Other assets” $ 7,426,218 $ (6,056,385) $ 1,369,833 Merger Note $ 34,882,666 $ (6,056,385) $ 28,826,281 Additionally, IDC was issued 25,423,729 shares of the Company’s common stock at a market value of $2.36 per share, or $60,000,000 in the aggregate. On April 28, 2025, IDC was no longer considered a related party according to ASC Topic 850 — Related-party Disclosures . Transactions with SPP Credit Advisors, LLC (“SPP”) On June 18, 2024, the Company entered into a Credit Agreement with SPP in the principal amount of $1,950,000 at an interest rate of 5% per annum. See Note 8: Debt for further information. The maturity date of the Credit Agreement was originally September 30, 2024. However, mandatory prepayments shall be made from the Initial Capital Raise, on the issuance of new debt or new equity interests, or upon a change of control. Conditions have not been met to make mandatory prepayments. On July 22, 2024, the Company entered into an amendment to extend the maturity date of the Credit Agreement to June 18, 2026. See Item 11 — Executive Compensation for the terms and conditions of employment agreements and board service agreement and stock options and restricted stock units issued and/or to be issued to Atlantic International’s officers, directors, consultants and senior management. Item 14. Principal Accountant Fees and Services The following table sets forth the fees billed to us for professional services by our independent registered public accounting firm, RBSM LLP for the years ended December 31, 2025 and 2024: Services 2025 2024 Audit fees $ 412,082 $ 395,700 Audit-related fees 50,000 67,500 Total fees $ 462,082 $ 463,200 113 (1) Audit fees — Audit fees consist of fees billed for the audit of our annual financial statements and the review of the interim consolidated financial statements. (2) Audit-related fees — Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit fees.” (3) Tax fees — Fees for tax compliance, advice and planning. (4) All other fees — Fees for production and services other than the above three categories. Pre-Approval Policies and Procedures The Audit Committee has the authority to appoint or replace our independent registered public accounting firm (subject, if applicable, to stockholder ratification). The Audit Committee is also responsible for the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent registered public accounting firm was engaged by, and reports directly to, the Audit Committee. The Audit Committee pre-approves all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act and Rule 2-01(c)(7)(i)(C) of Regulation S-X, provided that all such excepted services are subsequently approved prior to the completion of the audit. We have complied with the procedures set forth above, and the Audit Committee has otherwise complied with the provisions of its charter. 114 PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) List of Financial Statements The following documents are included in this Report under Item 8 — Financial Statements and Supplementary Data : • Report of Independent Registered Certified Public Accounting Firm (PCAOB ID 587 ) • Consolidated Statements of Balance Sheets • Consolidated Statements of Operations • Consolidated Statements of Changes in Stockholders’ Deficit • Consolidated Statements of Cash Flows • Notes to the Consolidated Financial Statements (a)(2) List of Exhibits Exhibit Number Description 2.1 Amended and Restated Agreement and Plan of Reorganization dated as of June 4, 2024 (1) 2.2 Amendment No. 1 to Amended and Restated Agreement and Plan of Reorganization dated as of June 12, 2024 (2) 2.3 Certificate of Merger of Atlantic Merger LLC with and into Lyneer Investments LLC (3) 2.4 Certificate of Merger of SeqLL Merger LLC with and into Lyneer Investments LLC (3) 2.5 A cquisition Agreement d a ted January 22, 2026, by and among Atlantic Intern ational Corp, Axiom Partnersh ip GmbH and Circle8 Group, B.V . (19) 3.1 Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of SeqLL Inc. (5) 3.2 Amended and Restated Certificate of Incorporation in effect (4) 3.3 A mended and Res t a ted By-Laws (18) 3.4 Certificate of Designations, Preferences and Limitations of Series B 5% Convertible Preferred Stock (23) 4.1 Description of Securities of Atlantic International Corp (20) 4.2 Specimen common stock certificate (6) 4.3 Form of outstanding Warrant (7) 4.4 Letter dated September 16, 2024 to the shareholders of record as of September 26, 2023 (8) 4.5 Form of outstanding Common Stock Purchase Warrant (9) 4.6 2 025 Equity Incentive Plan (17) 4.7 F orm of a Preferred Stock Purchase Warrant (23) 10.1 Amended and Restated 2014 Equity Incentive Plan (10) 10.2 Atlantic International Corp. 2023 Equity Incentive Plan (11) 10.3 Asset Purchase Agreement dated as of May 29, 2023 (12) 10.4 Consulting Agreement between Atlantic International Corp. and Robert Machinist (3) 10.5 Executive Employment Agreement between Atlantic International Corp. and Christopher Broderick (3) 10.6 Executive Employment Agreement between Atlantic International Corp. and Michael Tenore (3) 10.7 Executive Employment Agreement between Atlantic International Corp. and Jeffrey Jagid (3) 10.8 Executive Employment Agreement between Atlantic International Corp. and Todd McNulty (3) 10.9 Executive Employment Agreement between Atlantic International Corp. and James Radvany (3) 10.10 Board of Directors Agreement (Chairman) between Atlantic International Corp. and Prateek Gattani dated as of April 15, 2024 (3) 10.11 Asset Purchase Agreement between SeqLL and SeqLL Omnics, Inc. (15) 10.12 Convertible Promissory Note dated June 20, 2024 issued by the Issuer to IDC Technologies Inc. (3) 115 10.13 Tenth Amendment to Loan Agreement and Forbearance Agreement (8) 10.14 Amendment No. 1 to Convertible Promissory Note dated as of September 12, 2024 made by the Issuer to IDC Technologies Inc. (8) 10.15 Ninth Amendment to ABL Credit and Forbearance Agreement (13) 10.16 Loan and Security Agreement dated April 29, 2025 by and among North Mill Capital, LLC (d/b/a SLR Business Credit) and Lyneer Staffing Solutions, LLC (16) 10.17 Revolving Credit Master Promissory Note dated April 29, 2025 from Lyneer Staffing Solutions, LLC to North Mill Capital, LLC (16) 10.18 Amended and Restated Convertible Promissory Note from Atlantic International Corp. to IDC Technologies, Inc. Note (16) 10.19 Convertible Promissory Note dated January 23, 2026, from Atlantic International Corp to Axiom Partners GmbH (19) 10.20 Employment and Board Service Agreement dated as of January 23, 2026, by and between Atlantic International Corp. and Guus Franke (19) 10.21 First Amendment to Executive Employment Agreement dated January 23, 2026 between Atlantic International Corp. and Jeffrey Jagid (19) 10.22 First Amendment to Executive Employment Agreement dated January 23, 2026 between Atlantic International Corp. and Michael S. Tenore (19) 10.23 Executive Employment Agreement dated as of February 3, 2026 between Atlantic International Corp. and Kevin Murphy (21) 10.24 Separation Agreement dated as of A ugust 8, 2025, by and between Atlantic International Corp. and Christopher Broderick (22) 10.25 Securities Purchase Agreement dated March 20, 2026 by and between Atlantic International Corp and the Purchaser (23) 19.1 Insider Trading Policies and Procedures ( 20) 21* Subsidiaries of Atlantic International Corp 23.1* Consent of RBSM LLP concerning registration statement on Form S-8 23.2* Consent of RBSM LLP concerning registration statements on Form S-3 31.1* Rule 13a-14(1) Certification of the Chief Executive Officer 31.2* Rule 13a-14(1) Certification of the Chief Financial Officer 32.1* Certification Pursuant to 18 U.S.C. Section 1350 by the Chief Executive Officer, as adopted pursuant to Section 9006 of the Sarbanes-Oxley Act of 2002 . 32.2* Certification Pursuant to 18 U.S.C. Section 1350 by the Chief Financial Officer, as adopted pursuant to Section 9006 of the Sarbanes-Oxley Act of 2002 . 97.1 Clawback Policy (20) 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document * Filed with this Report. ** Schedules, exhibits and similar supporting attachments to this exhibit are omitted pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. (1) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on June 6, 2024. (2) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on June 18, 2024. 116 (3) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on June 25, 2024. (4) Incorporated by reference to the Issuer’s Registration Statement on Form S-1 filed with the SEC on August 31, 2021. (5) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on August 30, 2023. (6) Incorporated by reference to the Issuer’s Registration Statement on Form S-1/A filed with the SEC on May 22, 2019. (7) Incorporated by reference to the Issuer’s Registration Statement on Form S-1 filed with the SEC on April 23, 2019. (8) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on September 16, 2024. (9) Incorporated by reference to the Issuer’s Registration Statement on Form S-1/A filed with the SEC on August 16, 2021. (10) Incorporated by reference to the Issuer’s Registration Statement on Form S-1 filed with the SEC on March 31, 2021. (11) Incorporated by reference to the Issuer’s Schedule 14A filed as Annex B on June 5, 2023. (12) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on May 31, 2023. (13) Incorporated by reference to the Issuer’s Registration Statement on Form 10-Q filed with the SEC on August 14, 2024. (14) Incorporated by reference to the Issuer’s Registration Statement on Form S-1 filed with the SEC on June 23, 2024. (15) Incorporated by reference to the Issuers Registration Statement on Form S-1 filed with the SEC on July 2, 2024. (16) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on May 5, 2025. (17) Incorporated by reference to Exhibit A of the Issuer’s Definitive Schedule 14D filed with the SEC on May 13, 2025. (18) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on October 31, 2025. (19) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on January 28, 2026. (20) Incorporated by reference to the Issuer’s Annual Report on Form 10-K filed with the SEC on March 28, 2025. (21) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on February 3, 2026. (22) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on August 11, 2025. (23) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on March 26, 2026. Item 16. Form 10-K Summary None SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Atlantic International Corp. Date: April 15, 2026 By: /s/ Kevin J. Murphy Kevin J. Murphy Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated. 117 Signature Title Date /s/ Jeffrey Jagid Chief Executive Officer April 15, 2026 Jeffrey Jagid /s/ Kevin J Murphy Chief Financial Officer April 15, 2026 Kevin J Murphy /s/ Guus Franke Executive Chairman of the Board April 15, 2026 Guus Franke /s/ Robert Machinist Director April 15, 2026 Robert Machinist /s/ Jeffrey Kurtz Director April 15, 2026 Jeffrey Kurtz /s/ David Solimine Director April 15, 2026 David Solimine /s/ David Pfeffer Director April 15, 2026 David Pfeffer 118