What changed in this filing

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Item 1. Legal Proceedings

2026-08-19 compared with 2026-06-22 · 30 added, 28 removed, 94 unchanged (38% of the section changed)

9 unchanged sentences

Accordingly, Lyneer agreed to pay approximately $1,030,000 over 36 months, beginning in July 2023, to settle the claim.

As of March 31, 2026, the Company owes $131,429 and has accrued the full amount, which is recognized in “accrued expenses and other current liabilities” on the accompanying unaudited condensed consolidated balance sheets”.

As of June 30, 2026, the Company owes $32,857 and has accrued the full amount, which is recognized in “accrued expenses and other current liabilities” on the accompanying unaudited condensed consolidated balance sheets.

Enrique Briseno, et al.

5 unchanged sentences

The settlement agreement was signed on December 17, 2024 and has been finalized and executed and provided to the Court for approval.

The settlement was approved by the Court, and the Company’s settlement payment is now overdue.

The Company has accrued the full amount of the $300,000 settlement payment due, which is recognized in “accrued expenses and other current liabilities” on the accompanying unaudited condensed consolidated balance sheets.

The Company has paid $150,000 as of the date of this filing.

As of June 30, 2026, the Company owes $150,000, which is recognized in “accrued expenses and other current liabilities” on the accompanying unaudited condensed consolidated balance sheets.

The remaining payments are due as follows:

1 unchanged sentence

and August 31, 2026-$80,674, which includes the employer’s side of payroll taxes of $5,674.

The Company has not made the August 1, 2026 payment.

Aguilar, et al v Lyneer Staffing Solutions, et al Docket No.

19 unchanged sentences

The matter settled at a mandatory settlement conference held on October 10, 2025, for $925,000, which is recognized in “accrued expenses and other current liabilities” on the accompanying condensed consolidated balance sheets.

The final settlement agreement is being reviewed by the Court for

final approval.

The settlement funds will now be due from the Company within 90 days from June 25, 2026 (or about September 25, 2026) at the earliest.

The Judgment on the PAGA settlement was entered on July 20, 2026.

The settlement amount will be due in 90 days from that date, on or about October 16, 2026.

BAC Rhino 3 Federal LLC vs.

2 unchanged sentences

On December 18, 2025, the Company and Rhino entered into a settlement agreement whereby the Company shall pay $1,000,000.

As of March 31, 2026, the Company owes $860,000 and has accrued this full amount, which is recognized in “accrued expenses and other current liabilities” on the accompanying unaudited condensed consolidated balance sheets The Company has agreed to monthly payments of $30,000 until the balance is paid in full.

As of June 30, 2026, the Company owes $770,000 and has accrued this full amount, which is recognized in “accrued expenses and other current liabilities” on the accompanying unaudited condensed consolidated balance sheets The Company has agreed to monthly payments of $30,000 until the balance is paid in full.

Atlantic and its Lyneer subsidiaries, Lyneer Investments, LLC, Lyneer Holdings, Inc.

13 unchanged sentences

On April 29, 2026, the Court denied Atlantic’s request for relief and set a trial date on the preliminary injunction for June 23, 2026.

On August 7, 2026, the Company and SPP entered into a settlement agreement.

Subsequent Events for further discussion.

SPP Credit Advisors LLC and Rick Arrowsmith v.

10 unchanged sentences

The Company believes it has meritorious defenses to the claims of SPP and, as described above, has commenced a lawsuit to contest SPP’s actions.

Simultaneous with the default letter under the Financing Agreement as described above, SPP notified the Company of certain events of default under (a) the Credit Agreement, dated June 18, 2024, and (b) the Pledge and Security Agreement dated as of June 18, 2024.

Simultaneously with the default letter under the Financing Agreement as described above, SPP notified the Company of certain events of default under (a) the Credit Agreement, dated June 18, 2024, and (b) the Pledge and Security Agreement dated as of June 18, 2024.

Similar to the Financing Agreement default notice, SPP has asserted that the events of default also relate to our failure to satisfy certain financial and non-financial covenants under the Credit Agreement.

In its notice to Atlantic, SPP has confirmed that the Agent and SPP have not waived the specified events of default, and that the Agent and SPP reserve all

of their rights and remedies under the Credit Agreement, the Loan Documents, and any applicable law with respect to the specified events of default, including, without limitation:

In its notice to Atlantic, SPP has confirmed that the Agent and SPP have not waived the specified events of default, and that the Agent and SPP reserve all of their rights and remedies under the Credit Agreement, the Loan Documents, and any applicable law with respect to the

specified events of default, including, without limitation:

(i) the right to accelerate the Obligations;

11 unchanged sentences

The Company believes it has meritorious defenses to the claims of SPP and, as described above, and has commenced a lawsuit to contest SPP’s actions.

The parties are engaged in settlement discussions related to all matters.

Circle8 Swisslinx Litigations

On August 7, 2026, the Company and SPP entered into a settlement agreement.

Subsequent Events for further discussion.

Circle8 Switzerland AG Swisslinx Litigations

Earn-Out Claim and Seller Loan Suspension Claim Settlement – Swisslinx Acquisition

In March 2025, Circle8 asserted a claim of approximately Fr.24.6 million ($28.2 million as of March 31, 2026) against the sellers of Swisslinx International Ltd ("Swisslinx"), as well as against the W&I insurance company and Markel International Insurance Company Limited ("Markel"), in connection with alleged breaches of the Share Purchase Agreement dated February 22, 2023 (the "Swisslinx SPA"), including (to the extent this relates to the claim against the sellers) claims related to misleading and/or incorrect information.

With respect to the claim against the sellers, an in-court settlement was reached in May 2026 whereby the sellers' claim of in total Fr.20,100,000 ($23,100,000 as of March 31, 2026) (see below under Earn-Out Claim – Swisslinx Acquisition and Seller Loan Suspension Claim – Swisslinx Acquisition) was reduced to Fr.10,100,000 (approximately $12,600,000 as of March 31, 2026).

In March 2025, Circle8 Switzerland AG asserted a claim of approximately Fr.24.6 million ($30.4 million as of June 30, 2026) against the sellers of Swisslinx International Ltd ("Swisslinx"), as well as against the W&I insurance company and Markel International Insurance Company Limited ("Markel"), in connection with alleged breaches of the Share Purchase Agreement dated February 22, 2023 (the "Swisslinx SPA"), including (to the extent this relates to the claim against the sellers) claims related to misleading and/or incorrect information.

With respect to the claim against the sellers, an in-court settlement was reached in May 2026 whereby the sellers' claim of in total Fr.20,100,000 ($24,829,000 as of June 30, 2026) (see below under Earn-Out Claim – Swisslinx Acquisition and Seller Loan Suspension Claim – Swisslinx Acquisition) was reduced to Fr.10,100,000 (approximately $12,476,000 as of June 30, 2026).

Parties are currently in the process of finalizing the settlement.

Seller Loan Suspension Claim Settlement

Earn-Out Claim - Swisslinx Acquisition

In July 2025, the sellers of Swisslinx initiated legal proceedings against Circle8 Switzerland AG (as buyer), as well as against Circle8 Group B.V.

1 unchanged sentence

(as guarantors), seeking payment of amounts allegedly outstanding under the earn-out arrangement agreed as part of the Swisslinx acquisition.

The aggregate amount claimed by the sellers totals approximately Fr.6.6 million ($7.6 million as of March 31, 2026), comprising Earn-Out 1 of Fr.2.6 million ($3.0 million as of March 31, 2026), accounted for as contingent consideration, and Earn-Out 2 of Fr.4.0 million ($4.6 million as of March 31, 2026), accounted for as a compensation arrangement under U.S.

The aggregate amount claimed by the sellers totals approximately Fr.6.6 million ($8.2 million as of June 30, 2026), comprising Earn-Out 1 of Fr.2.6 million ($3.2 million as of June 30, 2026), accounted for as contingent consideration, and Earn-Out 2 of Fr.4.0 million ($4.9 million as of June 30, 2026), accounted for as a compensation arrangement under U.S.

This total reflects the final calculated amount agreed upon following formal negotiations between the parties and subsequently accepted by the sellers.

Circle8 has disputed the sellers’ claim and has asserted its contractual rights in connection with its own claim arising from the alleged breaches of the Swisslinx SPA.

Circle8 has offset the Fr.6.6 million ($7.6 million as of March 31, 2026) earn-out against its asserted claim of Fr.24.6 million ($28.2 million as of March 31, 2026), rather than settling in cash.

In addition, Circle8 has issued a counterclaim against the sellers of Swisslinx in the first quarter of 2026 to seek damages arising from the alleged provision of misleading and/or incorrect information concerning the business of Swisslinx.

Circle8 believes its position is supportable and that it has meritorious defenses and claims.

Earn-Out Claim – Swisslinx Acquisition

In connection with the Swisslinx acquisition, the sellers also provided a seller loan in the amount of Fr.13,500,000 ($16,891,000 as of March 31, 2026) to Circle8 Switzerland AG.

Based on the seller loan agreement, repayment of the seller loan is due in several installments up to and including 2028, with the legal possibility for Circle8 to suspend payment of each installment for 12 months.

Circle8 Switzerland AG has disputed the sellers’ claim and has asserted its contractual rights in connection with its own claim arising from the alleged breaches of the Swisslinx SPA.

Circle8 Switzerland AG has offset the Fr.6.6 million ($8.2 million as of June 30, 2026) earn-out against its asserted claim of Fr.24.6 million ($30.4 million as of June 30, 2026), rather than settling in cash.

In addition, Circle8 Switzerland AG has issued a counterclaim against the sellers of Swisslinx in the first quarter of 2026 to seek damages arising from the alleged provision of misleading and/or incorrect information concerning the business of Swisslinx.

Circle8 Group B.V.

believes its position is supportable and that it has meritorious defenses and claims.

Seller Loan Suspension Claim Settlement

In connection with the Swisslinx acquisition, the sellers also provided a seller loan in the amount of Fr.13,500,000 ($16,676,000 as of June 30, 2026) to Circle8 Switzerland AG.

Based on the seller loan agreement, repayment of the seller loan is due in several installments up to and including 2028, with the legal possibility for Circle8 Switzerland AG to suspend payment of each installment for 12 months.

The first installment of the seller loan has been suspended since May 2025 for a period of 12 months.

Circle8 Switzerland AG has asserted rights to set-off.

Circle8 asserts its financial claims by declaring a set-off against the sellers’ entitlements, including earn-out payments and the seller loan.

It further states that, as a precautionary measure, repayment of due obligations under the seller loan have been postponed until the dispute is fully resolved.

In May 2026, the parties reached an in-court settlement, whereby the sellers' claim of in total Fr.20,100,000 ($23,100,000 as of March 31, 2026) was reduced to Fr.10,100,000 (approximately $12,600,000 as of March 31, 2026).

Circle8 Switzerland AG has asserted rights to set-off and asserts its financial claims by declaring a set-off against the sellers’ entitlements, including earn-out payments and the seller loan.

It further states that, as

a precautionary measure, repayment of due obligations under the seller loan have been postponed until the dispute is fully resolved.

In May 2026, the parties reached an in-court settlement, whereby the sellers' claim of in total Fr.20,100,000 ($24,829,000 as of June 30, 2026) was reduced to Fr.10,100,000 (approximately $12,476,000 as of June 30, 2026).

The parties are currently in the process of finalizing the settlement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Legal Proceedings