EQUUS TOTAL RETURN, INC. 10-K/A

Item 8. Financial Statements and Supplementary Data Index to Financial Statements Page Report of Independent Registered Public Accounting Firm - (BDO USA, P.C.; Houston, TX; PCAOB ID# 243 ) F-2 Balance Sheets As of December 31, 2025 and 2024 F-4 Statements of Operations For the years ended December 31, 2025, 2024 and 2023 F-5 Statements of Changes in Net Assets For the years ended December 31, 2025, 2024 and 2023 F-6 Statements of Cash Flows For the years ended December 31, 2025, 2024 and 2023 F-7 Statements of Selected Per Share Data and Ratios - For the years ended December 31, 2025, 2024, 2023, 2022 and 2021 F-8 Schedule of Investments December 31, 2025 F-9 Schedule of Investments December 31, 2024 F-11 Notes to Financial Statements F-13 Schedules of Investments in and Advances to Affiliates For the year ended December 31, 2025 41 F-1 Table of Contents Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Equus Total Return, Inc. Houston, Texas Opinion on the Financial Statements We have audited the accompanying balance sheets of Equus Total Return, Inc. (the “Fund”), including the schedules of investments, as of December 31, 2025 and 2024, the related statements of operations, changs in net assets, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedules listed in Tabe of Contents in Item 15(a)(1) (collectively referred to as the “ financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at December 31, 2025 and 2024, and the results of its operations, changes in net assets, and its cash flows for each of the three years in the period ended December 31, 2025, and the selected per share data and ratios for each of the five years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Going Concern Uncertainty The accompanying financial statements have been prepared assuming that the Fund will continue as a going concern. As discussed in Note 2 to the financial statements, the Fund has insufficient operating cash flows and cash on hand that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements and the selected per share data and ratios are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and the selected per share data and ratios based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the selected per share data and ratios are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and the selected per share data and ratios, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and the selected per share data and ratios. Our procedures include confirmation of securities owned as of December 31, 2025, and 2024 by correspondence with the custodians. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and the selected per share data and ratios. We believe that our audits provide a reasonable basis for our opinion. F-2 Table of Contents Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Limited Liability Company Investments As described in Note 3 to the financial statements, the Fund’s control investment portfolio has a total estimated fair value of $10.5 million as of December 31, 2025, which includes a $10.5 million investment in Morgan E&P, Inc. (“Morgan”) debt and a $0.0 of investment in common stock of Morgan. Management has determined that the investment is a Level 3 investment in accordance with Accounting Standards Codification Topic 820 and utilizes inputs that are unobservable and significant to the fair value measurement. Management engaged an independent third-party valuation firm and reserve engineers to assist in the determination of the fair value estimate of the Fund’s investment in Morgan. We identified the valuation of the Fund’s investment in Morgan as a critical audit matter. The principal considerations for our determination are significant judgments involved in the determination of (i) the valuation techniques utilized to value the investment, which include the guideline transaction method and the discounted cash flow method, and (ii) the use of unobservable inputs in these valuation techniques, including acreage value multiples, production multiples, estimated future production, and discount rates. Auditing these elements was complex because it involved especially subjective auditor judgment, including the use of personnel with specialized skills and knowledge. The primary procedures we performed to address this critical audit matter included: · Testing the reasonableness of the estimated future production by: (i) comparing to historical production volumes and future production decline analyses (ii) comparing to historical production volumes and historical production decline analyses derived from analogous wells and (iii) assessing the consistency with evidence obtained in other areas of the audit. · Utilizing personnel with specialized skill and knowledge in valuation to assist in: (i) evaluating the appropriateness of the valuation techniques applied to the investment in Morgan, (ii) evaluating whether unobservable inputs utilized by management, including the acreage value multiples, production multiples, and discount rates were reasonable by comparing to independent data sources, and (iii) performing an independent evaluation of production multiples and acreage value multiples and comparing to management’s measurement of the fair value of Morgan. /s/ BDO USA, P.C. We have served as the Fund's auditor since 2014. Houston, Texas April 16, 2026 F-3 Table of Contents EQUUS TOTAL RETURN, INC. BALANCE SHEETS December 31, 2025 December 31, 2024 (in thousands, except shares and per share amounts) Assets Investments in portfolio securities at fair value: Control investments (cost at $ 10,500 and $ 18,611 , respectively) $ 10,500 $ 27,500 Non-affiliate investments (cost at $ 1,418 and $ 0 , respectively) 6,776 — Total investments in portfolio securities at fair value 17,276 27,500 Cash and cash equivalents 133 262 Accounts receivable from affiliates 1,145 678 Accrued interest 2,748 1,470 Other assets 36 26 Total assets 21,338 29,936 Liabilities and net assets Accounts payable and other 414 332 Accrued compensation 3 1 Accounts payable to related parties 1,371 93 Notes payable 2,123 — Warrant liability, at fair value 857 — Total liabilities 4,768 426 Commitments and contingencies (See Note 7) Net assets Preferred stock, $ 0.001 par value per share; 10,000,000 shares authorized as of December 31, 2025 and December 31, 2024 Common stock, $ 0.001 par value per share; 100,000,000 shares authorized as of December 31, 2025 and December 31, 2024, and 13,966,696 and 13,586,173 shares outstanding as of December 31, 2025 and December 31, 2024, respectively Common stock, par value $ 14 $ 14 Capital in excess of par value 76,009 74,785 Accumulated deficit ( 59,453 ) ( 45,289 ) Total net assets $ 16,570 $ 29,510 Shares of common stock issued and outstanding, $ 0.001 par value, 100,000,000 and 50,000,000 shares authorized, respectively 13,967 13,586 Net asset value per share $ 1.19 $ 2.17 The accompanying notes are an integral part of these financial statements F-4 Table of Contents EQUUS TOTAL RETURN, INC. STATEMENTS OF OPERATIONS Year Ended December 31, (in thousands, except per share amounts) 2025 2024 2023 Investment income: Control investments $ 1,278 $ 1,245 $ 225 Non-affiliate investments 94 — — Total investment income 1,372 1,245 225 Interest income 1 29 24 Total investment income 1,373 1,274 249 Expenses: Compensation expense 2,148 1,761 1,937 Professional fees 1,118 1,439 1,110 Transaction costs 307 — — Professional liability expenses 80 582 661 Director fees and expenses 334 317 334 General and administrative expenses 191 189 133 Mailing, printing and other expenses 176 127 71 Taxes 24 36 13 Interest expense 683 138 25 Total expenses 5,061 4,589 4,284 Net investment loss ( 3,688 ) ( 3,315 ) ( 4,035 ) Net realized loss (gain): Control investments ( 4,111 ) — — Non-affiliate investments ( 2,381 ) — — Other ( 155 ) — — U.S. Treasury Bills — 138 34 Net realized (loss) gain ( 6,647 ) 138 34 Net unrealized appreciation (depreciation) of portfolio securities: Control investments ( 8,889 ) ( 15,600 ) 16,950 Non-affiliate investments 5,357 — — Net change in net unrealized appreciation (depreciation) of portfolio securities ( 3,532 ) ( 15,600 ) 16,950 Net change in net unrealized depreciation on warrant liability ( 297 ) — — Net decrease in net assets resulting from operations $ ( 14,164 ) $ ( 18,777 ) $ 12,949 Net decrease in net assets resulting from operations per share: Basic $ ( 1.03 ) $ ( 1.38 ) $ 0.96 Diluted $ ( 1.03 ) $ ( 1.38 ) $ 0.96 Weighted average shares outstanding: Basic 13,706 13,586 13,526 Diluted 13,706 13,586 13,526 The accompanying notes are an integral part of these financial statements F-5 Table of Contents EQUUS TOTAL RETURN, INC. STATEMENTS OF CHANGES IN NET ASSETS Common Stock (in thousands) Number of Shares Par Value Capital in Excess of Par Value Accumulated Deficit Total Net Assets Balances as of January 1, 2023 13,518 13 74,685 ( 39,461 ) 35,237 Issuance of shares 68 1 100 — 101 Net increase in net assets resulting from operations — — — 12,949 12,949 Balances as of December 31, 2023 13,586 14 74,785 ( 26,512 ) 48,287 Net increase in net assets resulting from operations — — — ( 18,777 ) ( 18,777 ) Balances as of December 31, 2024 13,586 14 74,785 ( 45,289 ) 29,510 Share-based incentive compensation 381 — 619 — 619 Shares subscribed but not issued 298 298 Issuance of warrants — — 307 — 307 Net decrease in net assets resulting from operations — — — ( 14,164 ) ( 14,164 ) Balances as of December 31, 2025 13,967 $ 14 $ 76,009 $ ( 59,453 ) $ 16,570 The accompanying notes are an integral part of these financial statements. F-6 Table of Contents EQUUS TOTAL RETURN, INC. STATEMENTS OF CASH FLOWS Year Ended December 31, (in thousands) 2025 2024 2023 Cash flow from operating activities: Net decrease in net assets resulting from operations $ ( 14,164 ) $ ( 18,777 ) $ 12,949 Adjustments to reconcile net decrease in net assets resulting from operations to net cash used in operating activities: Net realized loss: Control investments 4,111 — — Non-affiliate investments 2,381 — — Other 155 — — U.S. Treasury Bills — ( 138 ) ( 34 ) Net change in unrealized (appreciation) depreciation of portfolio securities: Control investments 8,889 15,600 ( 16,950 ) Non-affiliate investments ( 5,357 ) — — Net change in unrealized appreciation of warrant payable 297 — Share-based incentive compensation 270 — — Purchase of portfolio securities ( 1,594 ) ( 2,247 ) ( 8,253 ) Write-off of receivable from portfolio company ( 155 ) — — PIK interest payable 182 — — Amortization of debt discount 501 — Transaction costs 307 — — Net proceeds from dispositions of portfolio securities 1,794 — Sales (purchases) of U.S. Treasury Bills, net — 45,093 ( 38,923 ) Changes in operating assets and liabilities: Accounts receivable from affiliates 180 ( 539 ) 211 Accrued interest receivable ( 1,278 ) ( 1,245 ) ( 225 ) Other assets ( 10 ) 366 ( 11 ) Accounts payable and accrued liabilities 84 132 ( 227 ) Accounts payable to related parties 1,278 ( 11 ) 103 Net cash (used in) provided by operating activities ( 2,129 ) 38,234 ( 51,359 ) Cash flows from financing activities: Borrowings under margin account — 161,907 85,923 Repayments under margin account — ( 206,862 ) ( 46,966 ) Issuance of notes payable and warrants liability 2,000 — 101 Net cash provided by (used in) financing activities 2,000 ( 44,955 ) 39,058 Net decrease in cash and cash equivalents ( 129 ) ( 6,721 ) ( 12,301 ) Cash and cash equivalents and restricted cash at beginning of period 262 6,983 19,284 Cash and cash equivalents and restricted cash at end of period $ 133 $ 262 $ 6,983 Non-cash operating and financing activities: Shares subscribed but not issued $ 298 $ — $ — Supplemental disclosure of cash flow information: Interest paid in kind on note payable $ 182 $ 138 $ 25 The accompanying notes are an integral part of these financial statements. F-7 Table of Contents EQUUS TOTAL RETURN, INC. SELECTED PER SHARE DATA AND RATIOS Year ended December 31, 2025 2024 2023 2022 2021 Investment income $ 0.10 $ 0.09 $ 0.02 $ — $ — Expenses 0.37 0.33 0.32 0.27 0.26 Net investment loss ( 0.27 ) ( 0.24 ) ( 0.30 ) ( 0.27 ) ( 0.26 ) Net realized gain (loss) ( 0.48 ) 0.01 0.01 0.00 0.03 Net change in unrealized appreciation of portfolio securities ( 0.26 ) ( 1.15 ) 1.25 0.19 0.42 Net change in unrealized depreciation of warrant liability ( 0.02 ) — — — — Net (decrease) increase in net assets resulting from operations ( 1.03 ) ( 1.38 ) 0.96 ( 0.08 ) 0.19 Capital transactions: Shares issued for portfolio securities — — — — — Dilutive effect of shares issued ( 0.02 ) Dilutive effect of warrants issued 0.05 — — — — Decrease (increase) in net assets resulting from capital transactions 0.05 — ( 0.02 ) — — Net increase (decrease) in net assets ( 0.98 ) ( 1.38 ) 0.94 ( 0.08 ) 0.19 Net assets at beginning of period 2.17 3.55 2.61 2.69 2.50 Net assets at end of period, basic and diluted $ 1.19 $ 2.17 $ 3.55 $ 2.61 $ 2.69 Weighted average number of shares outstanding during period, in thousands 13,706 13,586 13,526 13,518 13,518 Market price per share: Beginning of period $ 1.10 $ 1.45 $ 1.43 $ 2.38 $ 2.16 End of period $ 1.41 $ 1.10 $ 1.45 $ 1.43 $ 2.38 Selected information and ratios: Ratio of expenses to average net assets 21.97 % 11.80 % 8.87 % 10.14 % 9.77 % Ratio of net investment loss to average net assets ( 16.01 )% ( 8.52 )% ( 8.36 )% ( 10.14 )% ( 9.77 )% Ratio of net increase (decrease) in net assets resulting from operations to average net assets ( 61.48 )% ( 48.28 )% 26.82 % ( 3.15 )% 7.38 % Total return on market price (1) 28.18 % ( 24.14 )% 1.40 % ( 39.92 )% 10.19 % (1) Total return = [(ending market price per share + year-to-date dividends paid - beginning market price per share) / beginning market price per share]. The accompanying notes are an integral part of these financial statements. F-8 Table of Contents EQUUS TOTAL RETURN, INC. SCHEDULE OF INVESTMENTS D ECEMBER 31, 2025 (in thousands, except share data) Name and Location of Date of Initial Cost of Fair Portfolio Company (1) Industry Investment Investment Principal Investment Value (2) Control Investments: Majority-owned (3) : Morgan E&P, Inc. Houston, TX Energy April 2023 6,800,000 common stock (5) — — 12 % senior secured promissory note due 5/26 (5)(6) $ 10,500 $ 10,500 $ 10,500 10,500 10,500 Total Control Investments: Majority-owned (represents 60.8% of total investments at fair value) 10,500 10,500 Non-Affiliate Investments: Less than 5% owned (4) : CitroTech, Inc. Pomona, CA Environmental February 2025 Warrants (exercisable into 312,500 common stock) (5) — — 2,000 591,039 shares common stock — 1,418 4,776 1,418 6,776 Total Non-Affiliate Investments (represents 39.2% of total investments at fair value) 1,418 6,776 Total Investments $ 11,918 $ 17,276 (1) Under Section 55(a) of the 1940 Act, qualifying assets must represent at least 70% of the total assets at the time of acquisitions of any non-qualifying. As of December 31, 2025, none of the Fund’s total assets were considered non-qualifying assets. (2) See Note 3 to the financial statements, Valuation of Investments. (3) Majority owned investments are generally defined under the 1940 Act as companies in which we own more than 50% of the voting securities of such company. (4) Non-affiliate investments are generally defined under the 1940 Act as companies in which we own less than 5% of the voting securities of such company. (5) Level 3 Portfolio Investment. (6) Income producing. F-9 Table of Contents SCHEDULE OF INVESTMENTS – (Continued) DECEMBER 31, 2025 (in thousands, except share data) Our portfolio securities are restricted from public sale without prior registration under the Securities Act of 1933 (hereafter, the “Securities Act”) or an exemption from registration thereunder. We typically negotiate certain aspects of the method and timing of the disposition of our investment in each portfolio company, including registration rights and related costs. As a business development company (“BDC”), we may invest up to 30 % of our assets in non-qualifying portfolio investments, as permitted by the Investment Company Act of 1940 (the “1940 Act”). Specifically, we may invest up to 30% of our assets in entities that are not considered “eligible portfolio companies” (as defined in the 1940 Act), including companies located outside of the United States, entities that are operating pursuant to certain exceptions under the 1940 Act, and publicly-traded entities with a market capitalization exceeding $ 250 million. As of December 31, 2025, we had invested 81.0 % of our assets in securities of portfolio companies that constituted qualifying investments under the 1940 Act. As of December 31, 2025, none of our investments are considered non-qualifying assets as all of our investments are in enterprises that are considered eligible portfolio companies the 1940 Act. We provide significant managerial assistance to our portfolio companies that comprise 60.8% of the total value of the investments in portfolio securities as of December 31, 2025. We are classified as a “non-diversified” investment company under the 1940 Act, which means we are not limited in the proportion of our assets that may be invested in the securities of a single issuer. The value of one segment called “Energy” includes one portfolio company and was 63.4 % of our net asset value, 49.2 % of our total assets and 60.8 % of our investments in portfolio company securities (at fair value) as of December 31, 2025. Changes in business or industry trends or in the financial condition, results of operations, or the market’s assessment of any single portfolio company will affect the net asset value and the market price of our common stock to a greater extent than would be the case if we were a “diversified” company holding numerous investments. Our investments in portfolio securities consist of the following types of securities as of December 31, 2025 (in thousands): Type of Securities Cost Fair Value Fair Value as Percentage of Net Assets Secured and subordinated debt 10,500 10,500 63.4 % Warrants — 2,000 12.1 % Common stock 1,418 4,776 28.8 % Total $ 11,918 $ 17,276 104.3 % The following is a summary by industry of the Fund’s investments in portfolio securities as of December 31, 2025 (in thousands): Industry Fair Value Fair Value as Percentage of Net Assets Energy $ 10,500 63.4 % Environmental 6,776 40.9 % Total $ 17,276 104.3 % F-10 Table of Contents EQUUS TOTAL RETURN, INC. SCHEDULE OF INVESTMENTS DECEMBER 31, 2024 (in thousands, except share data) Name and Location of Date of Initial Cost of Fair Portfolio Company (1) Industry Investment Investment Principal Investment Value (2) Control Investments: Majority-owned (3) : Equus Energy, LLC (4) Houston, TX Energy December 2011 Member interest ( 100 %) $ 8,111 $ 4,000 Morgan E&P, LLC (4) Houston, TX Energy April 2023 Member interest ( 100 %) — 13,000 12 % senior secured promissory note due 5/26 (5) $ 10,500 10,500 10,500 10,500 23,500 Total Control Investments: Majority-owned (represents 100% of total investments at fair value) 18,611 27,500 Total Investments $ 18,611 $ 27,500 (1) Under Section 55 (a) of the 1940 Act, qualifying assets must represent at least 70% of total assets at the time of acquisitions of any non-qualifying assets. As of December 31, 2024, none of the Fund's total assets were considered non- qualifying assets. (2) See Note 3 to the financial statements, Valuation of Investments. (3) Majority-owned investments are generally defined under the Investment Company Act of 1940 as companies in which we own more than 50% of the voting securities of the company. (4) Level 3 Portfolio Investments (5) Income-producing F-11 Table of Contents SCHEDULE OF INVESTMENTS – (Continued) DECEMBER 31, 2024 (in thousands, except share data) Our portfolio securities are restricted from public sale without prior registration under the Securities Act of 1933 (hereafter, the “Securities Act”). We typically negotiate certain aspects of the method and timing of the disposition of our investment in each portfolio company, including registration rights and related costs. As a business development company (“BDC”), we may invest up to 30 % of our assets in non-qualifying portfolio investments, as permitted by the Investment Company Act of 1940 (the “1940 Act”). Specifically, we may invest up to 30% of our assets in entities that are not considered “eligible portfolio companies” (as defined in the 1940 Act), including companies located outside of the United States, entities that are operating pursuant to certain exceptions under the 1940 Act, and publicly-traded entities with a market capitalization exceeding $ 250 million. As of December 31, 2024, we had invested 91.9 % of our assets in securities of portfolio companies that constituted qualifying investments under the 1940 Act. As of December 31, 2024, none of our investments are considered non-qualifying assets as all of our investments are in enterprises that are considered eligible portfolio companies the 1940 Act. We provide significant managerial assistance to our portfolio companies that comprise 100% of the total value of the investments in portfolio securities as of December 31, 2024. We are classified as a “non-diversified” investment company under the 1940 Act, which means we are not limited in the proportion of our assets that may be invested in the securities of a single issuer. The value of one segment called “Energy” included our two remaining portfolio companies and was 93.2 % of our net asset value, 91.9 % of our total assets and 100 % of our investments in portfolio company securities (at fair value) as of December 31, 2024. Changes in business or industry trends or in the financial condition, results of operations, or the market’s assessment of any single portfolio company will affect the net asset value and the market price of our common stock to a greater extent than would be the case if we were a “diversified” company holding numerous investments. Our investments in portfolio securities consist of the following types of securities as of December 31, 2024 (in thousands): Fair Value as Percentage of Type of Securities Cost Fair Value Net Assets Limited liability company investments $ 8,111 $ 17,000 57.6 % Secured and subordinated debt 10,500 10,500 35.6 % Total $ 18,611 $ 27,500 93.2 % The following is a summary by industry of the Fund’s investments in portfolio securities as of December 31, 2024 (in thousands): Industry Fair Value Fair Value as Percentage of Net Assets Energy $ 27,500 93.2 % Total $ 27,500 93.2 % F-12 Table of Contents EQUUS TOTAL RETURN, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025, 2024 AND 2023 (1) ORGANIZATION AND BUSINESS PURPOSE About the Company— Equus Total Return, Inc. (“we,” “us,” “our,” “Equus” the “Company” and the “Fund”), a Delaware corporation, was formed on August 16, 1991. Our shares trade on the New York Stock Exchange (“NYSE”) under the symbol ‘EQS’. Our investment strategy, as approved by our shareholders, is based on a total return investment objective. This strategy seeks to provide the highest total return, consisting of capital appreciation and current income. We are authorized under our Certificate of Incorporation to issue up to 100,000,000 shares of common stock and up to 10,000,000 shares of preferred stock. As of December 31, 2025, we had 13,966,696 shares of common stock outstanding and no shares of preferred stock outstanding. We attempt to maximize the return to stockholders in the form of current investment income and long-term capital gains by investing in the debt and equity securities of companies with a total enterprise value between $ 5.0 million and $ 75.0 million, although we may engage in transactions with smaller or larger investee companies from time to time. We seek to invest primarily in companies pursuing growth either through acquisition or organically, leveraged buyouts, management buyouts and recapitalizations of existing businesses or special situations. Our income- producing investments consist principally of debt securities including subordinated debt, debt convertible into common or preferred stock, or debt combined with warrants and common and preferred stock. Debt and preferred equity financing may also be used to create long-term capital appreciation through the exercise and sale of warrants received in connection with the financing. We seek to achieve capital appreciation by making investments in equity and equity- oriented securities issued by privately-owned companies in transactions negotiated directly with such companies. Given market conditions over the past several years and the performance of our portfolio, our Management and Board of Directors believe it prudent to continue to review alternatives to refine and further clarify the current strategies. We elected to be treated as a BDC under the Investment Company Act of 1940 Act (“1940 Act”), although our shareholders have previously authorized us to withdraw this election and, although such authorization has expired, will likely do so again in the future. Prior to the fourth quarter of 2024, we qualified as a regulated investment company (“RIC”) for federal income tax purposes and, therefore, were not required to pay corporate income taxes on any income or gains that we would have distributed distribute to our stockholders. During the fourth quarter of 2024, we elected to not qualify as a RIC and, consequently, we are subject to normal corporate rates of taxation of our income and gains and are not permitted to deduct distributions paid to our stockholders. We have certain wholly owned taxable subsidiaries (“Taxable Subsidiaries”) that were created to help us maintain our RIC status, each of which holds one or more portfolio investments listed on our Schedules of Investments. The purpose of these Taxable Subsidiaries was to permit us to hold certain income- producing investments or portfolio companies organized as limited liability companies, or LLCs, (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of our gross revenue for income tax purposes must consist of investment income. Absent the Taxable Subsidiaries, a portion of the gross income of these income-producing investments or of any LLC (or other pass-through entity) portfolio investment, as the case may be, would flow through directly to us for the 90% test. Since we have elected to not qualify as a RIC, the income of these Taxable Subsidiaries may be taxable to Equus, which is now classified as a Subchapter C or corporation. To the extent that such income did not consist of investment income, it could jeopardize our ability to requalify as a RIC and, therefore, cause us to incur federal income taxes as described above. The income of the LLCs (or other pass-through entities) owned by Taxable Subsidiaries is taxed to the Taxable Subsidiaries and does not flow through to us, thereby helping us obtain (or preserve, as the case may be) RIC status and the resultant tax advantages. We do not consolidate the Taxable Subsidiaries for income tax purposes, with the exception of Texas Margin Tax, which is an entity level tax. The Taxable Subsidiaries may generate income tax expense because of the Taxable Subsidiaries’ ownership of the portfolio companies. We reflect any such income tax expense on our Statements of Operations. F-13 Table of Contents (2) LIQUIDITY AND FINANCING ARRANGEMENTS As of December 31, 2025, we had cash and cash equivalents of $ 0.1 million. Our operating cash flow and cash on hand is not sufficient to meet operating requirements or to finance routine capital expenditures through the next twelve months. We are therefore seeking liquidity from the sale of our portfolio interests, as well as seeking external debt and equity financing from third parties. Should any or all of the foregoing events not occur as contemplated, the Fund will not have the necessary funds to maintain normal operations and, therefore, substantial doubt would exist about the Fund’s ability to continue as a going concern. (3) SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements: Use of Estimates —The preparation of financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Although we believe the estimates and assumptions used in preparing these financial statements and related notes are reasonable in light of known facts and circumstances, actual results could differ from those estimates. We have identified valuation of investments and revenue recognition as our most critical accounting estimates. Consolidation —In accordance with Article 6 of Regulation S-X under the Securities Act of 1933, we do not consolidate portfolio company investments. Under Accounting Standards Committee (“ASC”) 946, we are precluded from consolidating any entity other than another investment company, except that ASC 946 provides for the consolidation of a controlled operating company that provides substantially all of its services to the investment company or its consolidated subsidiaries. Fair Value Measurements — Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are described below: Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2—Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly; and fair value is determined through the use of models or other valuation methodologies. Level 3—Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon the best information under the circumstances and may require significant management judgment or estimation. F-14 Table of Contents Valuation of Investments— For most of our investments, market quotations are not available. With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Board has approved a multi-step valuation process each quarter, as described below: 1. Each portfolio company or investment is reviewed by our investment professionals; 2. With respect to investments with a fair value exceeding $2.5 million that have been held for more than one year, we engage independent valuation firms to assist our investment professionals. These independent valuation firms conduct independent valuations and make their own independent assessments; 3. Our Management produces a report that summarizes each of our portfolio investments and recommends a fair value of each such investment as of the date of the report; 4. The Audit Committee of our Board reviews and discusses the preliminary valuation of our portfolio investments as recommended by Management in their report and any reports or recommendations of the independent valuation firms, and then approves and recommends the fair values of our investments so determined to our Board for final approval; and 5. The Board discusses valuations and determines the fair value of each portfolio investment in good faith based on the input of our Management, the respective independent valuation firm, as applicable, and the Audit Committee. During the first twelve months after an investment is made, we rely on the original investment amount to determine the fair value unless significant developments have occurred during this twelve-month period which would indicate a material effect on the portfolio company (such as results of operations or changes in general market conditions). We determine the fair value of equity securities, warrants, and other ownership interests in our portfolio companies using valuation methods appropriate for each investment. When an instrument is traded in an active public market, we generally use the quoted market price as of the measurement date. For privately held or infrequently traded equity positions, we may consider factors such as the portfolio company’s financial performance, recent transactions, market conditions, and the rights and preferences of the security. For derivative securities such as warrants, we estimate the value of warrant positions using option-pricing techniques. Other investments are valued utilizing a yield analysis, enterprise value (“EV”) analysis, net asset value analysis, liquidation analysis, discounted cash flow analysis, or a combination of methods, as appropriate. The yield analysis uses loan spreads and other relevant information implied by market data involving identical or comparable assets or liabilities. Under the EV analysis, the EV of a portfolio company is first determined and allocated over the portfolio company’s securities in order of their preference relative to one another (i.e., “waterfall” allocation). To determine the EV, we typically use a market multiples approach that considers relevant and applicable market trading data of guideline public companies, transaction metrics from precedent M&A transactions and/or a discounted cash flow analysis. The net asset value analysis is used to derive a value of an underlying investment (such as real estate property) by dividing a relevant earnings stream by an appropriate capitalization rate. For this purpose, we consider capitalization rates for similar properties as may be obtained from guideline public companies and/or relevant transactions. The liquidation analysis is intended to approximate the net recovery value of an investment based on, among other things, assumptions regarding liquidation proceeds based on a hypothetical liquidation of a portfolio company’s assets. The discounted cash flow analysis uses valuation techniques to convert future cash flows or earnings to a range of fair values from which a single estimate may be derived utilizing an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those future amounts. In estimating the fair value of our equity interest in Morgan, we have given equal emphasis to an income approach that examines expected cash flows from the development of leasehold interests held by Morgan, with a market approach that examines comparable acreage values. Our management received advice and assistance from a third-party valuation firm to support our determination of the fair value of this investment. F-15 Table of Contents In applying these methodologies, additional factors that we consider in fair value pricing our investments may include, as we deem relevant: security covenants, call protection provisions, and information rights; the nature and realizable value of any collateral; the portfolio company’s ability to make payments; the principal markets in which the portfolio company does business; publicly available financial ratios of peer companies; the principal market; and enterprise values, among other factors. Also, any failure by a portfolio company to achieve its business plan or obtain and maintain its financing arrangements could result in increased volatility and result in a significant and rapid change in its value. Our general intent is to hold our loans to maturity when appraising our privately held debt investments. As such, we believe that the fair value will not exceed the cost of the investment. However, in addition to the previously described analysis involving allocation of value to the debt instrument, we perform a yield analysis assuming a hypothetical current sale of the security to determine if a debt security has been impaired. The yield analysis considers changes in interest rates and changes in leverage levels of the portfolio company as compared to the market interest rates and leverage levels. Assuming the credit quality of the portfolio company remains stable, the Fund will use the value determined by the yield analysis as the fair value for that security if less than the cost of the investment. In addition to the previously described analysis involving allocation of value to the debt instrument, we perform a yield analysis assuming a hypothetical current sale of the security to determine if a debt security has been impaired. The yield analysis considers changes in interest rates and changes in leverage levels of the portfolio company as compared to the market interest rates and leverage levels. We record unrealized depreciation on investments when we determine that the fair value of a security is less than its cost basis and will record unrealized appreciation when we determine that the fair value is greater than its cost basis. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. Investments for which prices are not observable are generally private investments in the debt and equity securities of operating companies. One of the primary valuation methods used to estimate the fair value of these Level 3 investments is the discounted cash flow method (although a liquidation analysis, option theoretical, or other methodology may be used when more appropriate). The discounted cash flow approach to determine fair value (or a range of fair values) involves applying an appropriate discount rate(s) to the estimated future cash flows using various relevant factors depending on investment type, including comparing the latest arm’s length or market transactions involving the subject security to the selected benchmark credit spread, assumed growth rate (in cash flows), and capitalization rates/multiples (for determining terminal values of underlying portfolio companies). The valuation based on the inputs determined to be the most reasonable and probable is used as the fair value of the investment. The determination of fair value using these methodologies may take into consideration a range of factors including, but not limited to, the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, financing transactions subsequent to the acquisition of the investment and anticipated financing transactions after the valuation date. In the case of our investment in Morgan E&P, Inc. (“Morgan”), we also examine acreage values in comparable transactions and assess the impact upon the working interests held by Morgan. The determination of fair value using these methodologies may take into consideration a range of factors including, but not limited to, the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, financing transactions subsequent to the acquisition of the investment and anticipated financing transactions after the valuation date. In the case of our holding of shares and warrants in CitroTech, Inc. (“CITR”), we examined the trading price of the CITR shares on the relevant measurement date and, in the case of the warrants, employed a Black-Scholes analysis with a 1- and 2-year stock variance to determine value. F-16 Table of Contents To assess the reasonableness of the discounted cash flow approach, the fair value of equity securities, including warrants, in portfolio companies may also consider the market approach—that is, through analyzing and applying to the underlying portfolio companies, market valuation multiples of publicly-traded firms engaged in businesses similar to those of the portfolio companies. The market approach to determining the fair value of a portfolio company’s equity security (or securities) will typically involve: (1) applying to the portfolio company’s trailing twelve months (or current year projected) EBITDA, a low to high range of enterprise value to EBITDA multiples that are derived from an analysis of publicly-traded comparable companies, in order to arrive at a range of enterprise values for the portfolio company; (2) subtracting from the range of calculated enterprise values the outstanding balances of any debt or equity securities that would be senior in right of payment to the equity securities we hold; and (3) multiplying the range of equity values derived therefrom by our ownership share of such equity tranche in order to arrive at a range of fair values for our equity security (or securities). Application of these valuation methodologies involves a significant degree of judgment by Management. Due to the inherent uncertainty of determining the fair value of Level 3 investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be received or settled. Further, such investments are generally subject to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we might realize significantly less than the value at which such investment had previously been recorded. With respect to Level 3 investments, where sufficient market quotations are not readily available or for which no or an insufficient number of indicative prices from pricing services or brokers or dealers have been received, we undertake, on a quarterly basis, our valuation process as described above. We assess the levels of the investments at each measurement date, and transfers between levels are recognized on the subsequent measurement date closest in time to the actual date of the event or change in circumstances that caused the transfer. There were no transfers to or from Level 3 for the years ended December 31, 2025 and 2024. As of December 31, 2025, investments measured at fair value on a recurring basis are categorized in the tables below based on the lowest level of significant input to the valuations: Fair Value Measurements as of December 31, 2025 (in thousands) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Unobservable Inputs (Level 3) Assets Investments: Control investments $ 10,500 $ — $ 10,500 Non-affiliate investments 6,776 4,776 2,000 Total investments $ 17,276 $ 4,776 $ 12,500 As of December 31, 2024, investments measured at fair value on a recurring basis are categorized in the tables below based on the lowest level of significant input to the valuations: Fair Value Measurements as of December 31, 2024 (in thousands) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Investments: Control investments $ 27,500 $ — $ — $ 27,500 Total investments $ 27,500 $ — — $ 27,500 F-17 Table of Contents The following table provides a reconciliation of fair value changes during 2025 for all investments for which we determine fair value using significant unobservable (Level 3) inputs: Fair value measurements using significant unobservable inputs (Level 3) (in thousands) Control Investments Non-affiliate Investments Total Fair value as of January 1, 2025 $ 27,500 $ — $ 27,500 Realized gain (loss) ( 4,111 ) ( 2,750 ) ( 6,861 ) Change in unrealized appreciation ( 12,889 ) 2,000 ( 10,889 ) Purchases of portfolio securities — 2,750 2,750 Transfers in (out) of Level 3 — — - Fair value as of December 31, 2025 $ 10,500 $ 2,000 $ 12,500 The following table provides a reconciliation of fair value changes during 2024 for all investments for which we determine fair value using significant unobservable (Level 3) inputs: Fair value measurements using significant unobservable inputs (Level 3) (in thousands) Control Investments Total Fair value as of January 1, 2024 $ 40,853 $ 40,853 Change in unrealized appreciation ( 15,600 ) ( 15,600 ) Purchases of portfolio securities 2,247 2,247 Fair value as of December 31, 2024 $ 27,500 $ 27,500 The following table provides a reconciliation of fair value changes during 2023 for all investments for which we determine fair value using significant unobservable (Level 3) inputs: Fair value measurements using significant unobservable inputs (Level 3) (in thousands) Control Investments Total Fair value as of January 1, 2023 $ 15,650 $ 15,650 Change in unrealized appreciation 16,950 16,950 Purchases of portfolio securities 8,253 8,253 Fair value as of December 31, 2023 $ 40,853 $ 40,853 F-18 Table of Contents Fair value measurements can be sensitive to changes in one or more of the valuation inputs. Changes in discount rates, EBITDA or EBITDA multiples (or revenue or revenue multiples), each in isolation, may change the fair value of certain of our investments. Generally, an increase/(decrease) in market yields, discount rates, or an increase/(decrease) in EBITDA or EBITDA multiples (or revenue or revenue multiples) may result in a corresponding increase/(decrease), respectively, in the fair value of certain of our investments. In the case of our holdings in Morgan and Equus Energy, we may also consider acreage value, proved reserve multiples, daily production multiples, and discount rates. Finally, industry trends, market forecasts, and comparable transactions in sectors in which we hold a Level 3 investment are also taken into account when assessing the value of these investments. The following table summarizes the significant non-observable inputs in the fair value measurements of our Level 3 investments by category of investment and valuation technique as of December 31, 2025: Range (in thousands) Fair Value Valuation Techniques Unobservable Inputs Minimum Maximum Weighted Average Equity Investments Guideline Public Company Method Proved Reserve Multiple 6,615 x 9,080 x 7,848 x Daily Production Multiple 23,801 x 28,451 x 26,126 x Morgan E&P, Inc. $ - Guideline Transaction Method Proved Reserve Multiple 8,969 x 11,937 x 10,453 x Daily Production Multiple 35,000 x 45,333 x 40,167 x Acreage Value (per acre) $ 2,000 $ 6,000 $ 4,000 Discounted Cash Flow Discount Rate 11.8 % 13.3 % 12.55 % Senior debt Morgan E&P, Inc. 10,500 Yield analysis Company specific yield 10.46 % 12.0 % 11.23 % Warrant CitroTech, Inc. (formerly General Enterprise Ventures, Inc.) 2,000 Black-Scholes Volatility 38.2 % 123.6 % 80.9 % 12,500 F-19 Table of Contents The following table summarizes the significant non-observable inputs in the fair value measurements of our Level 3 investments by category of investment and valuation technique as of December 31, 2024: Range (in thousands) Fair Value Valuation Techniques Unobservable Inputs Minimum Maximum Weighted Average Limited liability company investments Acreage Value (per acre) $ 1,000 $ 4,000 $ 1,784 Equus Energy, LLC $ 4,000 Guideline Transaction Method Proved Reserve Multiple 6.2 x 10.8 x 8.65 x Daily Production Multiple 24,921.7 x 45,307.1 x 40,787.19 x Discounted Cash Flow Discount Rate 10.9 % 10.9 % 10.9 % Transaction Price $ 4,000 $ 4,000 $ 4,000 Guideline Public Company Method Proved Reserve Multiple 6,415 x 7,342 x 6,878.5 x Daily Production Multiple 29,948 x 40,946 x 35,447 x Morgan E&P, Inc. 13,000 Guideline Transaction Method Proved Reserve Multiple 5,304 x 8,786 x 7,045 x Daily Production Multiple 22,297 x 32,595 x 27,446 x Discounted Cash Flow Discount Rate 11.7 % 12.6 % 12.15 % Senior debt Morgan E&P, Inc. 10,500 Yield analysis Company specific yield 11.52 % 12.0 % 11.76 % $ 27,500 The various weighted averages in the table above were determined based on acreage, reserves, production and, in the case of discount rates, an arithmetic average of minimum and maximum rates. Because of the inherent uncertainty of the valuation of portfolio securities which do not have readily ascertainable market values, our fair value determinations may materially differ from the values that would have been used had a ready market existed for the securities. We adjust our net asset value for the changes in the value of our publicly held securities, if applicable, and material changes in the value of private securities, generally determined on a quarterly basis or as announced in a press release, and report those amounts to Lipper Analytical Services, Inc. Our net asset value appears in various publications, including Barron’s and The Wall Street Journal . F-20 Table of Contents Financial instruments not measured at fair value In estimating the fair values of its financial instruments not measured at fair value, the Company used the following methods and assumptions. The carrying amount for cash and cash equivalents, accounts receivable from affiliates, accrued interest, other assets, accounts payable and other, accrued compensation and accounts payable to related parties approximates fair value due to the short-term maturity of these assets and liabilities. The fair value of notes payable approximates carrying values as the notes have almost reached their maturity date. The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments not measured at fair value as of December 31, 2025 and 2024: Estimated Fair Value (in thousands) Carrying Amount Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 133 $ 133 $ 133 $ — $ — Accounts receivable from affiliates 1,145 1,145 — — 1,145 Accrued interest 2,748 2,748 — — 2,748 Other assets 36 36 — — 36 Liabilities: Accounts payable and other 414 414 — — 414 Accrued compensation 3 3 — — 3 Accounts payable to related parties 1,371 1,371 — — 1,371 Notes payable 2,123 2,203 — 2,203 — Estimated Fair Value (in thousands) Carrying Amount Total Level 1 Level 2 Level 3 December 31, 2024 Assets: Cash and cash equivalents $ 262 $ 262 $ 262 $ — $ — Accounts receivable from affiliates 678 678 — 678 — Accrued interest 1,470 1,470 — 1,470 — Other assets 26 26 — 26 — Liabilities Accounts payable and other 332 332 — 332 — Accrued compensation 1 1 — 1 — Accounts payable to related parties 93 93 — 93 — Investment Transactions — Investment transactions are recorded at fair value on the trade date. Current-period changes in fair value of investments are reflected as a component of the net unrealized appreciation of portfolio securities on the Statements of Operations. The net change in unrealized appreciation primarily reflects the change in investment fair values as of the last business day of the reporting period, including the reversal of previously recorded unrealized gains or losses for investments sold during the period. Realized gains or losses are recognized as the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments written off during the period, net of recoveries. As of December 31, 2025, we have no assets going through foreclosure. Realized gains and losses on investments sold are computed on a specific identification basis. F-21 Table of Contents We classify our investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control Investments” are defined as investments in companies in which the Fund owns more than 25% of the voting securities or maintains greater than 50% of the board representation. Under the 1940 Act, “Affiliate Investments” are defined as those non-control investments in companies in which we own between 5% and 25% of the voting securities. Under the 1940 Act, “Non- affiliate Investments” are defined as investments that are neither Control Investments nor Affiliate Investments. Interest and Dividend Income Recognition —We record interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis to the extent that we expect to collect such amounts. We accrete or amortize discounts and premiums on securities purchased over the life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discount and/or amortization of premium on debt securities. We stop accruing interest on investments when we determine that interest is no longer collectible. We may also impair the accrued interest when we determine that all or a portion of the current accrual is uncollectible. If we receive any cash after determining that interest is no longer collectible, we treat such cash as payment on the principal balance until the entire principal balance has been repaid, before we recognize any additional interest income. We will write off uncollectible interest upon the occurrence of a definitive event such as a sale, bankruptcy, or reorganization of the relevant portfolio interest. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. Payment in Kind Interest (PIK) —We may make loans in our portfolio that may pay PIK interest. We add PIK interest, if any, computed at the contractual rate specified in each loan agreement, to the principal balance of the loan and recorded as interest income. If we seek to requalify as a RIC, we must pay out to stockholders this non-cash source of income in the form of dividends even if we have not yet collected any cash in respect of such investments. We will continue to pay out net investment income and/or realized capital gains, if any, on an annual basis as required under the 1940 Act. Earnings Per Share —Basic and diluted per share is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted-average number of shares of common stock outstanding for the period. Other potentially dilutive common stock, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. Diluted earnings per share adjusts the basic EPS for the potential dilution that could occur if the Equus Note ( 1,333,333 shares) and Warrants ( 1,999,999 shares) were exercised or converted into common stock. The impact of the Equus Note and Warrants were anti-dilutive for the year ended December 31, 2025, due to the net loss for the period. We use the treasury stock method in the computation of earnings per share. The following table presents the computation of basic and diluted earnings per share as of December 31, 2025, 2024, and 2023, respectively: (in thousands, except share and per-share data) Year Ended December 31, 2025 2024 2023 Net income (loss) attributable to common shareholders $ ( 14,164 ) $ ( 18,777 ) $ 12,949 Weighted average shares outstanding - basic 13,706 13,586 13,526 Weighted average shares outstanding - diluted 13,706 13,586 13,526 Basic earnings per share $ ( 1.03 ) $ ( 1.38 ) $ 0.96 Diluted earnings per share $ ( 1.03 ) $ ( 1.38 ) $ 0.96 Cash and Cash Equivalents and Restricted Cash — Cash includes unrestricted demand deposits at highly rated financial institutions and highly liquid investments with original maturities of three months or less. The Company’s cash balances may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits from time to time. Although the Company bears risk to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result due to the financial position and creditworthiness of the depository institutions in which those deposits are held. We include our investing activities within cash flows from operations. F-22 Table of Contents The following table provides a reconciliation of cash and cash equivalents and restricted cash as reported within the consolidated balance sheet that sums to the total of the same amounts shown in the consolidated statement of cash flows as of December 31, 2025, 2024 and 2023: December 31, 2025 2024 2023 Cash and cash equivalents at end of period $ 133 $ 262 $ 6,533 Restricted cash at end of period — — 450 Cash and cash equivalents and restricted cash at end of period $ 133 $ 262 $ 6,983 Taxes — Historically, the Company has filed an income tax return as Regulated Investment Company. However, as a result of the Company’s election to not qualify as a RIC in the fourth quarter of 2024, the Company is now classified as a C corporation for income tax purposes and subject to guidance under ASC 740, accounting for income taxes. This change in tax status is reflected in the footnotes below. The Company records deferred tax assets to the extent the Company believes these assets will more-likely-than-not be realized. In making such determinations, the Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax planning strategies and recent financial operations. For the year ended December 31, 2025, the Company believes its deferred tax assets will more-likely-than-not be realized and has recorded a valuation allowance against its net deferred tax assets. On July 4, 2025, Public Law No. 119-21, commonly referred to as the One Big Beautiful Bill Act (the “Act”), was enacted. Key provisions of the Act affecting the Company include: (i) a permanent reduction in the corporate tax rate, (ii) the permanent extension of 100% bonus depreciation for qualified property, and (iii) modifications to the calculation of the §163(j) business interest expense limitation. In accordance with ASC 740, the Company recognized the effects of the new tax law in the period of enactment. The adoption of the Act did not result in any material impact to current or deferred income tax expense for the year ended December 31, 2025. The Company continues to evaluate the impact of the Act on its financial statements and will update its estimates as additional guidance becomes available. ASC Topic 740-10, Income Taxes, provides that a tax benefit from an uncertain position may be recognized in the financial statements when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on technical merits. This guidance also addresses measurement, derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition. The Company has no material uncertain tax positions in its prior or current filings All corporations incorporated in the State of Delaware are required to file an Annual Report and to pay a franchise tax. As a result, the Company paid Delaware Franchise tax in the amount of $ 0.02 million for the year ended December 31, 2025, $ 0.03 million for the year ended December 31, 2024, $ 0.03 million for the year ended December 31, 2023, respectively. Texas margin tax applies to legal entities conducting business in Texas. The margin tax is based on our Texas sourced taxable margin. Because the margin tax is calculated on a base that incorporates both revenue and expense elements, it is treated as an income tax under ASC 740. The tax is calculated by applying a tax rate to a base that considers both revenue and expenses and therefore has the characteristics of an income tax. For the year ended December 31, 2025, no state income tax is expected. No state income tax was due for the years ended December 31, 2024 and 2023. F-23 Table of Contents Distributable Earnings —The components that make up distributable earnings (accumulated undistributed deficit) on the Balance Sheet as of December 31, 2025 and 2024 are as follows: December 31, December 31, (in thousands) 2025 2024 Accumulated undistributed net investment losses $ ( 58,468 ) $ ( 54,780 ) Unrealized appreciation of portfolio securities, net 5,357 8,889 Unrealized appreciation of warrant payable ( 297 ) — Accumulated undistributed net capital gains ( 6,045 ) 602 Accumulated deficit $ ( 59,453 ) $ ( 45,289 ) Share-Based Incentive Compensation —On June 13, 2016, our shareholders approved the adoption of our 2016 Equity Incentive Plan (“Incentive Plan”). The Incentive Plan is intended to promote the interests of the Fund by encouraging officers, employees, and directors of the Fund and its affiliates to acquire or increase their equity interest in the Fund and to provide a means whereby they may develop a proprietary interest in the development and financial success of the Fund, to encourage them to remain with and devote their best efforts to the business of the Fund, thereby advancing the interests of the Fund and its stockholders. The Incentive Plan is also intended to enhance the ability of the Fund and its affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Fund. The Incentive Plan permits the award of restricted stock as well as common stock purchase options. The maximum number of shares of common stock that are subject to awards granted under the Incentive Plan is 2,434,728 shares. The term of the Incentive Plan will expire on June 13, 2026. On March 17, 2017, we granted awards of restricted stock under the Plan to certain of our directors and executive officers in the aggregate amount of 844,500 shares. The awards are each subject to a vesting requirement over a 3-year period unless the recipient thereof is terminated or removed from their position as a director or executive officer without “cause”, or as a result of constructive termination, as such terms are defined in the respective award agreements entered into by each of the recipients and the Fund. As of December 31, 2020, all shares were vested. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. Inasmuch as all existing awards under the Incentive Plan became fully-vested prior to 2021, we recorded no compensation expense relating to awards made under the Incentive Plan for the years ended December 31, 2024, 2023 and 2022. During the year ended December 31, 2025, we awarded an additional 380,523 shares of restricted stock under the Incentive Plan of which, 200,523 shares were awarded to officers of the Fund and 180,000 shares were awarded to consultants of Morgan. These awards were fully vested at the grant date. The Fund recorded $0.3 million of share-based incentive expense related to the shares awarded to officers of the Fund, and charged Morgan $0.4 million of share-based incentive expense related to the shares issued to the consultants of Morgan. As of December 31, 2025, pursuant to agreements entered into with the Morgan consultants, we were obligated to issue an additional 180,000 Equus shares thereunder, and charged Morgan $0.3 million related to this obligation. F-24 Table of Contents Segments —Equus operates as a single segment with a principal investment objective to maximize total return from generating current income from debt investments and current income and capital appreciation from equity and equity-related investments. The Company’s Investment Committee and Chief Executive Officer collectively perform the function that allocates resources and assesses performance, and thus together, serve as the Company’s chief operating decision maker (the “CODM”). Among other metrics, the CODM uses net investment income as a primary GAAP profit or loss metric used in making operating decisions, which can be found on the Statement of Operations along with significant expenses. The measure of segment assets is reported on the Balance Sheets as total assets. Convertible Note —The Fund accounts for the Convertible Note under ASC 470-20, “ Debt—Debt with Conversion and other Options” (“ASC 470”). The Convertible Note is assessed under ASC 815, Derivatives and Hedging , for any conversion features which may require bifurcation, and the substantial premium model in accordance with ASC 470. Based on our assessment, separate accounting for the conversion feature of the Convertible Note is not required. The Fund is not required to account for the Convertible Note at fair value and did not elect to measure it at fair value in accordance with ASC 815, Derivatives and Hedging , and ASC 825, Financial Instruments. In accordance with ASC Topic 470-20, when the Fund issues convertible note with warrants, the Fund treats the fair value of the warrants as a debt discount, recorded as a contra-liability against the convertible note, and amortizes the balance over the life of the underlying note as interest expense in the consolidated statements of operations using the effective interest rate. The offset to the contra-liability is recorded as either equity or liability in the Fund’s consolidated balance sheets depending on the accounting treatment of the warrants. Warrants —The Fund evaluates all contracts on its own equity, including common stock purchase warrants, to determine whether such instruments should be classified as equity or as assets or liabilities in accordance with ASC 815-40, Contracts in Entity’s Own Equity. Contracts that require or may be settled in the Fund’s own shares are classified as equity when (i) the contract is indexed to the Fund’s own stock, as defined in ASC 815-40, and (ii) the contract meets all equity classification conditions, including that the contract requires physical settlement or net-share settlement, or provides the Fund with the ability to settle the contract in shares. Contracts that require net-cash settlement, or that provide the counterparty with a choice of net-cash settlement, or that allow the holder of the contracts to get more favorable terms if other securities are issued with better terms, are classified as assets or liabilities. Additionally, contracts that contain provisions requiring net-cash settlement upon the occurrence of an event that is outside the Fund’s control, or that otherwise fail to meet the equity classification criteria under ASC 815-40, are classified as assets or liabilities. Contracts classified as assets or liabilities are initially recognized at fair value and subsequently remeasured at each reporting date, with changes in fair value recognized in consolidated statements of operations. The Fund reassesses the classification of such contracts at each reporting date to determine whether a change in classification is required. (4) RELATED PARTY TRANSACTIONS AND AGREEMENTS Except as noted below, as compensation for services to the Fund, each Independent Director receives an annual fee of $ 40,000 paid quarterly in arrears, a fee of $ 2,000 for each meeting of the Board of Directors or committee thereof attended in person, a fee of $ 1,000 for participation in each telephonic meeting of the Board or committee thereof, and reimbursement of all out-of-pocket expenses relating to attendance at such meetings. The chair of each of our standing committees (audit, compensation, and nominating and governance) also receives an annual fee of $ 50,000 , payable quarterly in arrears. We may also pay other one-time or recurring fees to members of our Board of Directors in special circumstances. None of our interested directors receive annual fees for their service on the Board of Directors. We may also pay other one-time or recurring fees to members of our Board of Directors in special circumstances. None of our interested directors receive annual fees for their service on the Board of Directors. F-25 Table of Contents In respect of services provided to the Fund by members of the Board not in connection with their roles and duties as directors, the Fund pays a rate of $ 300 per hour for services rendered. As of December 31, 2025, we accrued $ 0.3 million in unpaid director fees, as well as $ 0.6 million and $ 0.5 million in accrued but unpaid compensation to our Chief Executive Officer and our Chief Compliance Officer, respectively. As of December 31, 2025 and 2024, we paid $ 1.1 million and $ 0.7 million, respectively on behalf of Morgan. As of December 31, 2025 and 2024, the accrued interest on Morgan’s senior debt was $ 2.7 million and $ 1.5 million, respectively. (5) ISSUANCE OF EQUUS SECURITIES Convertible Senior Note On February 7, 2025, the Fund issued a one-year senior convertible promissory note bearing interest at the rate of 10.0 % per annum in exchange for $ 2.0 million in cash (“Equus Note”). The Equus Note is convertible into shares of the Fund’s common stock at a conversion price of $ 1.50 per share. Pursuant to the terms of the Equus Note, the holder has the right, at its option, at any time to convert the Equus Note into a number of fully-paid and nonassessable shares of Equus common stock determined by dividing (i) the sum of the outstanding principal balance and accrued but unpaid interest of the Equus Note being converted by (ii) the conversion price. The Fund has the right, at any time and from time to time, to prepay the Equus Note in whole or in part without premium or penalty. All interest payments may be made in cash and/or in shares of Equus common stock at the sole option of the Fund. All payments due under the Equus Note are senior to all other indebtedness of the Fund and its subsidiaries. The Fund is required to reserve sufficient authorized but unissued shares of its common stock to satisfy the holder of the Equus Note upon the conversion thereof. Pursuant to the Subscription Agreement entered into by the Fund and the holder of the Equus Note, the Fund is also required to cause certain stockholders of the Fund to approve the issuance of Equus shares in the event of a conversion of the Equus Note and the Warrants described below. Further, the Fund is restricted from incurring or guaranteeing further indebtedness, subject to certain exceptions, without the consent of the holder of the Equus Note. On February 7, 2026, the Equus Note matured and remains unpaid. The Equus Note requires the lender to provide written notice of default but, as of the date of filing of this Annual Report on Form 10-K, no such notice has been provided. The Fund accounts for the Equus Note under ASC 470-20, “ Debt—Debt with Conversion and other Options ” (“ASC 470”). The Equus Note is assessed under ASC 815 for any conversion features which may require bifurcation. The Fund is not required to account for the debt instrument at fair value, and did not elect to measure debt at fair value in accordance with ASC 815, Derivatives and Hedging , and ASC 825, Financial Instruments . We evaluated the conversion feature of the Equus Note offering for an embedded derivative in accordance with ASC 815, Derivatives and Hedging , and the substantial premium model in accordance with ASC 470, Debt . Based on our assessment, separate accounting for the conversion feature of the Equus Note is not required. The Fund has $ 2,123,111 and $ 0 in convertible notes payable as of December 31, 2025, and December 31, 2024, respectively. As of December 31, 2025, the fair value of the convertible note based on level 2 inputs using the lattice model was $ 2,202,885 , with an effective interest rate of 31.53 %. The balances as of December 31, 2025 were as follows: Carrying amount Collateral Issue date Maturity date Conversion price Conversion shares About Investment, Ltd $ 2,123,111 a) (b) 2/7/2025 2/7/2026 $ 1.50 1,999,999 (a) Including accrued interest of $ 182,222 as of December 31, 2025. (b) Collateral for the Equus Note consists of the Fund’s holdings in CitroTech, Inc. as shown in the Schedule of Investments. F-26 Table of Contents The net carrying amount of the liability and equity components of the Note was as follows: December 31, 2025 Note liability component: Principal $ 2,000,000 PIK’d interest 182,222 Debt discount (equity component) ( 59,111 ) Net carrying amount $ 2,123,111 Interest expense recognized related to the convertible note at December 31, 2025 was $ 182,222 . Stock Purchase Warrants Contemporaneously with the issuance of the Equus Note, the Fund also issued two common stock purchase warrants (collectively, the “Warrants”) to acquire an aggregate of 1,999,999 shares of the Fund’s common stock at an exercise price of $ 1.50 per share. Ordinarily, the Fund would account for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. However, since the terms of the Warrants may be modified by the holders thereof in the event of the subsequent issuance of Equus securities with terms deemed by such holders to be more favorable than the Warrants, we have accounted for the Warrants as a liability. The Fund accounts for the Warrants as a liability under fair value Level 3 hierarchy, using a Black-Scholes option pricing model. The significant unobservable assumption is expected volatility. The assumptions used to measure the fair value at inception and as of December 31, 2025, under this model include the following: At inception December 31, 2025 Stock price $ 1.24 $ 1.41 Exercise price $ 1.50 $ 1.50 Expected volatility 38.0 % 55.8 % Expected term (years) 5.00 4.11 Risk free rate 4.34 % 3.73 % Dividend yield 0.0 % 0.0 % The net carrying amount of the liability related to the Warrants was as follows: December 31, 2025 Warrant liability component: Warrant at inception $ 560,000 Unrealized gain or warrant liability 297,000 Net carrying amount of the warrant liability $ 857,000 F-27 Table of Contents (6) FEDERAL INCOME TAX MATTERS Deferred income tax assets and liabilities are recorded based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. For the tax years ended December 31, 2025 and 2024, the Company’s U.S Federal statutory tax rate was 21 %. The Company is also subject to the Texas Gross Margin tax of 0.75 % of modified taxable income as determined for Texas purposes. This combination results in a marginal blended tax rate of approximately 21.6 %. At each of December 31, 2025, and 2024, the tax effected amount of U.S. Federal net operating loss carryforwards (“NOLs”) totaled $ 7.5 and $ 6.8 million respectively. As of December 31, 2025, $1.4 million in NOLs will begin to expire in varying amounts between 2036 and 2037, and the remaining $6.1 million can be carried forward indefinitely . The Company has determined, after weighing both positive and negative evidence, that the net deferred tax asset (DTA) for the Company is not more-likely- than-not to be realizable. Therefore, a valuation allowance of $ 7.9 million was established at December 31, 2025 to completely offset the DTA as of that date. During the current period, the Company has estimated a taxable loss. This NOL will be carried forwarded indefinitely with no expiration and is fully offset with a valuation allowance. As such, the Company has not recorded any current income tax expense or benefit for the period. All of the Company’s federal and state tax returns for 2021 through 2024 remain open to examination. The provision for income taxes for the years ended December 31, 2025 and 2024, respectively, consisted of the following: Years Ended December 31, 2025 2024 Current: Federal $ - $ - State — — — — Deferred: Federal — — State — — — — Total income tax benefit (provision) $ - $ - F-28 Table of Contents The actual income tax benefit (provision) differs from the expected income tax benefit (provision) as computed by applying the United States federal corporate income tax rate of 21% for the periods indicated below, as follows: 2025 U.S. Federal Statutory Rate ( 2,974,537 ) 21.00 % State & Local Income Taxes, Net of Federal Income Tax Effect State income taxes - Other, Net - - State Change in Valuation Allowance - - State income taxes - 2024 Return to Provision - - Changes in Valuation Allowances 2,972,558 ( 20.99 )% Nontaxable or Nondeductible Items Federal RTP 21 - Other, net 1,958 ( 0.01 )% Effective Tax Rate - - 2024 U.S. Federal Statutory Rate ( 3,939,998 ) 21.00 % State & Local Income Taxes, Net of Federal Income Tax Effect State income taxes - Other, Net - - State Change in Valuation Allowance - - State income taxes - 2024 Return to Provision - - Changes in Valuation Allowances 4,892,336 - 26.08 % Nontaxable or Nondeductible Items Change in Tax Status ( 954,402 ) 5.09 % Federal RTP 128 - Other, net 1,935 - 0.01 % Effective Tax Rate - - The components of the net deferred income tax assets (liabilities) recognized are as follows: December 31, 2025 December 31, 2024 December 31, 2023 Deferred noncurrent income tax assets: Net operating loss carry-forwards $ 7,447,515 $ 6,754,679 $ 6,093,795 Charitable Contributions 6,426 4,347 3,297 Capital loss carry-forwards 1,440,810 — Other 182 — Gross deferred noncurrent income tax assets 8,894,933 6,759,026 6,097,092 Valuation allowance ( 7,864,894 ) ( 4,892,336 ) ( 954,402 ) Deferred noncurrent income tax assets $ 1,030,039 $ 1,866,690 $ 5,142,690 Deferred noncurrent income tax liabilities: Unrealized Gain/Loss $ ( 1,030,039 ) $ ( 1,866,690 ) $ ( 5,142,690 ) Other — — Deferred noncurrent income tax liabilities $ ( 1,030,039 ) $ ( 1,866,690 ) $ ( 5,142,690 ) Net noncurrent deferred income tax assets (liabilities) $ — $ — $ — F-29 Table of Contents The Fund’s accounting policy related to income tax penalties and interest assessments is to accrue for these costs and record a charge to income tax expenses during the period that the Fund takes an uncertain tax position through resolution with the taxing authorities or expiration of the applicable statute of limitations. All of the Fund’s federal and state tax returns for 2021 through 2024 remain open to examination. We believe that there are no tax positions taken or expected to be taken that would significantly increase or decrease unrecognized tax benefits within twelve months of the reporting date. (7) COMMITMENTS AND CONTINGENCIES Lease Commitments . We had an operating lease for office space that expired in September 2014. Our current office space lease is month-to-month. Rent expense under the operating lease agreement, inclusive of common area maintenance costs, was $ 132,000 for the year ended December 31, 2025 and $ 93,000 for the years ended December 31, 2024, and 2023, respectively. We have no other leases. Portfolio Companies. As of December 31, 2025 and, 2024, we had no outstanding commitments to our portfolio company investments. Under certain circumstances, we may be called on to make follow-on investments in certain portfolio companies. If we do not have sufficient funds to make follow- on investments, the portfolio company in need of the investment may be negatively impacted. Also, our equity interest in the estimated fair value of the portfolio company could be reduced. Follow-on investments may include capital infusions which are expenditures made directly to the portfolio company to ensure that operations are completed, thereby allowing the portfolio company to generate cash flows to service the debt. Legal Proceedings. From time to time, the Fund is also a party to certain proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot at this time be predicted with certainty, we do not expect that these proceedings will have a material effect upon the Fund’s financial condition or results of operations. (8) PORTFOLIO SECURITIES 2025 Portfolio Activity The following table summarizes significant investment activity during the year ended December 31, 2025 (in thousands): Investment Activity New Investments Existing Investments Portfolio Company Cash Non-Cash Follow-On Cash PIK Total CitroTech, Inc. $ 1,500 $ - $ - $ 94 $ 1,594 North American Energy Opportunities Corp - 2,750 - - 2,750 $ 1,500 $ 2,750 $ - $ 94 $ 4,344 F-30 Table of Contents During 2025, we recorded a decrease of $ 3.5 million in net unrealized appreciation, from an unrealized appreciation of $ 8.9 million at December 31, 2024 to a net unrealized appreciation of $ 5.4 million at December 31, 2025. Such change in unrealized appreciation resulted primarily from the increase in fair value of our holdings in CitroTech, Inc. (formerly, General Enterprise Ventures, Inc.) of $ 5.4 million and the reversal of the unrealized loss of $ 4.1 million when we sold our interest in Equus Energy, offset by the decrease in the fair value of our holdings in Morgan E&P, Inc. of $ 13.0 million, principally due to a lower forward price curve for oil, as well as the elimination of certain reserves of Morgan due to its limited production. During 2025, we also recorded a decrease in the fair value of our holding of redeemable Series A Preferred Stock of North American Energy Opportunities Corp. of $ 2.75 million due to the failure of certain conditions to redemption that were required to occur prior to August 31, 2025. 2024 Portfolio Activity The following table summarizes significant investment activity during the year ended December 31, 2024 (in thousands): Investment Activity New Investments Existing Investments Portfolio Company Cash Non-Cash Follow-On Cash PIK Total Morgan E&P, LLC $ - $ - $ 2,247 $ - $ 2,247 $ - $ - $ 2,247 $ - $ 2,247 During 2024, we recorded a decrease of $ 15.6 million in net unrealized appreciation, from an unrealized appreciation of $ 24.5 million at December 31, 2023 to a net unrealized appreciation of $ 8.9 million at December 31, 2024. Such change in unrealized appreciation resulted primarily from the decrease in the fair value of our holdings in Morgan E&P, LLC of $ 9.6 million, principally due to a lower forward price curve for oil, as well as the reclassification of certain of its proved reserves from producing to non-producing. The change in unrealized appreciation also resulted from the decrease in fair value of our holding in Equus Energy, LLC of $ 6.0 million, principally due to various factors, including (i) decreases in the forward curve for oil and natural gas and its effect on the economic prospects of Equus Energy regarding future development of its oil and gas properties, and (ii) indications of interest from third parties regarding the possible sale of these properties during the fourth quarter of 2024. We sold our interest in Equus Energy in March 2025 for a combination of cash and preferred stock valued at $ 4.0 million. 2023 Portfolio Activity The following table summarizes significant investment activity during the year ended December 31, 2023 (in thousands): Investment Activity New Investments Existing Investments Portfolio Company Cash Non-Cash Follow-On Cash PIK Total Morgan E&P, LLC $ 8,253 $ - $ - $ - $ 8,253 $ 8,253 $ - $ - $ - $ 8,253 During 2023, we recorded an increase of $ 17.0 million in net unrealized appreciation, from an unrealized appreciation of $ 7.5 million as of December 31, 2022 to a net unrealized appreciation of $ 24.5 million as of December 31, 2023. Such change in unrealized appreciation resulted primarily from the increase in the fair value of our holdings in Morgan E&P, LLC of $ 22.6 million, principally due to substantial increases in Morgan’s reserves and the reclassification of certain of its proved reserves from undeveloped to producing. The increase in the fair value of Morgan was offset by the decrease in fair value of our holding in Equus Energy, LLC of $ 5.7 million, principally due to decreases in the forward curve for natural gas and its effect on the economic prospects of Equus Energy regarding future development of its gas properties. F-31 Table of Contents (9) MORGAN E&P, INC. Morgan E&P, LLC (“Morgan”) was organized by the Fund on April 3, 2023 as a Delaware limited liability company and a wholly-owned subsidiary of the Fund. In 2025, we converted Morgan into a Delaware corporation taxed according to the requirements of Subchapter C of the Internal Revenue Code. During 2023, Morgan acquired 5,897 net acres, in the Bakken/Three Forks formation in the Williston Basin of North Dakota, and acquired approximately 810 additional net acres during the second quarter of 2024. The acreage and associated mineral rights were acquired from Pro Energy I LLC (“Pro Energy”) who received a carried working interest of 20 % in the acquired acreage. In May 2023, we entered into an agreement with Morgan to provide it up to $ 10.0 million in senior debt financing, subject to a schedule of disbursements and draws that we determine. This amount was subsequently amended in 2024 to $ 10.5 million. As of December 31, 2025 and 2024, Morgan had drawn the full $ 10.5 million under this facility. During the fourth quarter of 2024, Morgan entered into an agreement to acquire the carried working interest held by Pro Energy in exchange for a payment of $ 2.4 million in cash. F-32 Table of Contents Below is summarized audited condensed consolidated financial information for Morgan E&P, Inc. as of December 31, 2025 and 2024 and for the years ended December 31, 2025, December 31, 2024, and the period from inception (April 3, 2023) through December 31, 2023, respectively, (in thousands): Mo rg an E&P, Inc. Condensed Balance Sheets in thousands December 31, 2025 December 31, 2024 Assets: Cash $ 18 $ 15 Revenue receivables — 343 Joint interest billing receivables 2,014 1,738 Other receivables 49 2 Prepaids and other current assets 72 35 Current assets 2,153 2,133 Property, plant and equipment Oil and gas properties, net - full cost method 11,644 6,959 Other property, plant and equipment 23 34 Total property, plant and equipment - net 11,667 6,993 Other noncurrent assets Operating lease right-of-use assets, net 185 227 Total noncurrent assets 185 227 Total assets $ 14,005 $ 9,353 Liabilities, Member's and Stockholder's Deficit Current liabilities Accounts payable $ 6,263 $ 6,656 Revenue payable 214 319 Short-term loan payable 2,958 — Current portion of operating lease liabilities 54 47 Deferred income 5 — Due to parent 1,148 550 Note payable - Due to parent 10,500 — Accrued liabilities 10,544 3,162 Accrued liabilities - Due to parent 2,749 — Total current liabilities 34,435 10,734 Long-term liabilities Asset retirement obligations 5 4 Long-term operating lease liabilities 153 207 Note payable - Due to parent — 10,500 Long-term accrued liabilities - Due to parent — 1,471 Total long-term liabilities 158 12,182 Total liabilities 34,593 22,916 Commitments and Contingencies (Note 9 and Note 10) Member's deficit — ( 13,563 ) Stockholder's deficit Preferred stock, $0.001 par value, 10,000,000 shares authorized, zero shares issued at December 31, 2025 — — Common stock, $0.001 par value, 100,000,000 shares authorized 6,800,000 shares issued at December 31, 2025 7 — Common stock discount ( 7 ) — Accumulated deficit ( 20,588 ) — Total stockholder's deficit ( 20,588 ) — Total liabilities, member's and stockholder's deficit $ 14,005 $ 9,353 F-33 Table of Contents Mo rg an E&P, Inc. Condensed Statements of Operations Year Ended December 31, Period from inception (April 3, 2023 through December 31,) 2025 2024 2023 Oil and gas revenue $ 177 $ 2,710 $ 270 Operating costs and expenses Lease operating 798 2,694 268 Production and ad valorem taxes 13 261 27 Marketing, transportation and gathering 34 85 — Depreciation, depletion and amortization 170 1,467 60 Accretion 1 1 — Impairment of oil and gas properties 2,018 6,678 — Bad debt expense 282 — — General and administrative 1,980 2,042 1,510 Total operating costs and expenses 5,296 13,228 1,865 Other income (expense) Interest income — 6 16 Rental income 20 — — Other income 7 — — Interest expense ( 1,933 ) ( 1,247 ) ( 225 ) Total other income (expense), net ( 1,906 ) ( 1,241 ) ( 209 ) Net loss $ ( 7,025 ) $ ( 11,759 ) $ ( 1,804 ) F-34 Table of Contents Mo rg an E&P, Inc. Condensed Statements of Cash Flows Year Ended December 31, Period from inception (April 3, 2023) through December 31 2025 2024 2023 Cash flows from operating activities Net loss $ ( 7,025 ) $ ( 11,759 ) $ ( 1,804 ) Adjustments to reconcile net loss to cash flows used in operating activities Depreciation, depletion and amortization 170 1,467 61 Amortization of deferred financing costs 33 — — Amortization of right-of-use asset 42 43 12 Accretion 1 1 — Provision for credit losses 282 — — Impairment of oil and gas properties 2,018 6,678 — Changes in operating assets and liabilities Accounts receivable – oil and natural gas sales 61 121 ( 464 ) Accounts receivable – joint interest billings ( 276 ) ( 1,508 ) ( 291 ) Other receivables ( 47 ) ( 2 ) — Prepaids and other current assets ( 37 ) 98 ( 133 ) Accounts payable ( 393 ) 4,284 85 Revenue payable ( 105 ) 518 221 Prepayments from owners — — 1,701 Due to parent 598 537 13 Current portion of operating lease liabilities ( 47 ) ( 28 ) — Accrued liabilities 567 ( 3,772 ) 810 Accrued liabilities - due to parent 1,278 1,246 225 Net cash used in operating activities ( 2,880 ) ( 2,076 ) 436 Cash flows from investing activities Capital expenditures ( 42 ) ( 2,597 ) ( 5,700 ) Acquisition of oil and gas properties — — ( 500 ) Additions to other property, plant and equipment — — ( 48 ) Net cash used in investing activities ( 42 ) ( 2,597 ) ( 6,248 ) Cash flows from financing activities Proceeds from note payable - affiliate — 2,247 8,253 Proceeds from short-term debt 3,000 — — Deferred financing costs paid ( 75 ) — — Cash flows provided by financing activities 2,925 2,247 8,253 Net change in cash 3 ( 2,426 ) 2,441 Beginning of year 15 2,441 — End of year $ 18 $ 15 $ 2,441 Supplemental disclosure of cash flow information Cash paid for interest $ 100 $ — $ — Noncash investing and financing activities: Operating lease right-of-use assets $ — $ — $ ( 282 ) Acquisition of oil and natural gas working interests funded by accrued liabilities $ — $ ( 3,019 ) $ — Capital expenditures funded by accrued liabilities $ 6,820 $ 849 $ 4,181 Prepayments applied to joint interest $ — $ 122 $ 1,579 Change in asset retirement costs $ — $ ( 1 ) $ 4 F-35 Table of Contents (10) RECENT ACCOUNTING PRONOUNCEMENTS Recent Accounting Standards —We consider the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and either determined to be not applicable or expected to have minimal impact on our financial statements. Accounting Standards Not Yet Adopted —In November 2024, FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220- 40), Disaggregation of Income Statement Expenses”. The amendments in this Update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. This update will be effective for financial statements issued for fiscal years beginning after December 15, 2026. Early adoption is permitted. The Fund is currently evaluating the impact of this standard on the financial statements. In January 2025, FASB issued ASU 2025-01, “Income Statement – Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), Clarifying the Effective Date”. The amendment in this Update amends the effective date of Update 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026. Early adoption of Update 2024-03 is permitted. The Fund is currently evaluating the impact of this standard on the consolidated financial statements. In November 2024, FASB issued ASU 2024-04, “Debt with Conversion and Other Options (Subtopic 470-20), Induced Conversions of Convertible Debt Instruments”. The amendments in this Update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. Under the amendments, to account for a settlement of a convertible debt instrument as an induced conversion, an inducement offer is required to provide the debt holder with, at a minimum, the consideration (in form and amount) issuable under the conversion privileges provided in the terms of the instrument. An entity should assess whether this criterion is satisfied as of the date the inducement offer is accepted by the holder. If, when applying this criterion, the convertible debt instrument had been exchanged or modified (without being deemed substantially different) within the one-year period leading up to the offer acceptance date, an entity should compare the terms provided in the inducement offer with the terms that existed one year before the offer acceptance date. The amendments do not change the other criteria that are required to be satisfied to account for a settlement transaction as an induced conversion. The amendments in this Update also make additional clarifications to assist stakeholders in applying the guidance. Under the amendments, the incorporation, elimination, or modification of a VWAP formula does not automatically cause a settlement to be accounted for as an extinguishment; an entity should instead assess whether the form and amount of conversion consideration are preserved (that is, provided for in the inducement offer) using the fair value of an entity’s shares as of the offer acceptance date. The amendments in this Update also clarify that the induced conversion guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. This update will be effective for financial statements issued for fiscal years beginning after December 15, 2025. Early adoption is permitted for all entities that have adopted the amendments in update 2020-06. The Fund is currently evaluating the impact of this standard on the consolidated financial statements. Accounting Standards Recently Adopted — In December 2023, FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in this ASU require improved annual income tax disclosures surrounding rate reconciliation, income taxes paid, and other disclosures. This update was effective for the December 31, 2025 financial statements and has been adopted prospectively. Although the impact of this standard had no effect on the financial condition or results of operations, See Notes 3 and 6 for additional disclosures related to this guidance. (11) SUBSEQUENT EVENTS Our Management performed an evaluation of the Fund’s activity through the date the financial statements were issued, noting the following subsequent events: On February 7, 2025, we issued the Equus Note described in Note 5 above. On February 7, 2026, the Equus Note matured and remains unpaid. The Equus Note requires the lender to provide written notice of default but, as of the date of filing of this Annual Report on Form 10-K, no such notice has been provided. During the period commencing January 1, 2026 until the filing of this Annual Report on Form 10-K, we sold 122,581 of our shares of CitroTech, Inc. F-36 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.