Pineapple Financial Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As of August 31, 2025, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, management concluded that these disclosure controls and procedures were effective as of that date in ensuring that information required to be disclosed in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. The Company continues to strengthen its control environment by periodically reviewing the design and effectiveness of its disclosure controls, updating procedures for regulatory compliance, and implementing improvements as appropriate. While management believes these controls are effective, it recognizes that any control system can provide only reasonable assurance, not absolute assurance, that all control objectives will be met due to inherent limitations, including human error, cost-benefit considerations, and potential changes in operating conditions. Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in conformity with U.S. GAAP. Management has assessed the effectiveness of the Company’s ICFR as of August 31, 2025, using the criteria set forth in the Internal Control, Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of August 31, 2025. Although management believes the Company’s ICFR is effective, any control system—no matter how well designed and operated, has inherent limitations. Therefore, even effective controls can provide only reasonable, not absolute, assurance that material misstatements will be prevented or detected. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or that compliance with established policies or procedures may deteriorate. Changes in Internal Control over Financial Reporting During the fiscal year ended August 31, 2025, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management continues to implement ongoing improvements, including enhanced documentation, independent review procedures, and segregation of duties, to maintain a robust control environment. Attestation Report of Independent Registered Public Accounting Firm This Annual Report does not include an attestation report of our registered independent public accounting firm regarding internal control over financial reporting, pursuant to the exemption provided to emerging growth companies under Section 103(a)(3)(C) of the Jumpstart Our Business Startups (JOBS) Act. Limitations on Effectiveness of Controls Management does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent or detect all errors or acts of fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving its objectives. The design of a control system must reflect the fact that there are resource constraints and that management must apply judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in any system of internal control, misstatements due to error or fraud may occur and not be detected. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Management remains committed to maintaining a strong control environment and to continuously enhancing its systems and oversight to safeguard the integrity of the Company’s financial reporting. ITEM 9B. OTHER INFORMATION. During the fourth fiscal quarter of 2025, no officer or director of Pineapple Financial Inc. (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) adopted , modified , or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as those terms are defined in Item 408(a) of Regulation S-K. Other than the matters previously disclosed in this Annual Report on Form 10-K, there is no additional information required to be reported pursuant to Item 9B of Form 10-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 54 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Executive Officers and Directors The following table sets forth the name, age and position of each of our executive officers, key employees and directors. Name Age Position(s) Date Appointed Shubha Dasgupta 46 Chief Executive Officer and Director October 16, 2015 Sarfraz Habib 55 Chief Financial Officer April 10, 2023 Kendall Marin 50 President, COO, and Director October 16, 2015 Drew Green 50 Chairman of the Board May 6, 2019 Paul Baron 63 Director August 19, 2016 Tasis Giannoukakis 63 Director August 19, 2016 Shubha Dasgupta , Chief Executive Officer and Director Since entering the mortgage industry in 2008, Shubha has been focused on positively disrupting the sector by leveraging technology and putting people at the heart of the business. Shubha’s unique vision and expertise have allowed him to build and grow the Company (formerly CLC Network), which now has over 500 brokers in its network. Under his leadership, the company has built a world-class proprietary data-driven Client Relationship Management (CRM) Platform, which is the first full-circle mortgage process for agents, offering a more personalized experience for clients. Shubha’s deep understanding of business and industry trends, coupled with the ability to drive best-in-class customer experience and profitability have enabled him to infuse vision and purpose in his professional endeavors throughout his career. An award-winning executive and seasoned industry expert, Shubha was recognized among the “2020 Mortgage Global 100” top executives who are inciting positive change and growth within the field. Since 2018, he has also been featured for four consecutive years in the annual Canadian Mortgage Professional’s Hot List which highlights the industry’s top leaders. In 2021, he was appointed President of the Canadian Mortgage Brokers Association (CMBA) Ontario Board of Directors, after serving a second year on the Board of Directors. An active member in the Toronto community, Shubha is a philanthropic leader for various non-profit organizations. Since 2010, he has been a devoted advocate in the fight against cancer. Prior to joining the mortgage industry, he headed a group of volunteers for the Canadian Cancer Society for eight years. In 2017, he also co-founded CMI Cancer Fighters, a group of Canadian mortgage industry professionals dedicated to the fight against cancer on which he currently chairs. Mr. Dasgupta has been the Chief Executive Officer and a director of the Company since October 16, 2015 and before that was a Mortgage Broker at Bedrock Financial Group between August 2008 and October 2016. Sarfraz Habib, Chief Financial Officer Sarfraz Habib is a finance executive with over 25 years of expertise in finance and accounting. As the current CFO of Pineapple, Sarfraz oversees the company’s financial operations and strategy. He is an experienced professional in the finance and accounting arena, with a notable background working for several large publicly listed organizations. He has extensive knowledge of financial planning and analysis, budgeting, forecasting, and financial reporting. Sarfraz holds Chartered Accountant qualifications. Sarfraz’s experience includes serving as Controller and a board member of Keystroke Group Inc., where he streamlined the company’s accounting and finance processes and was twice awarded the Employee of the Year honors. In his current role at Pineapple, Sarfraz oversees all financial operations, including accounting, financial planning, and analysis. Mr. Habib has been the Chief Financial Officer of the Company since April 10, 2023. 55 Kendall Marin , President, Chief Operating Officer and Director Mr. Marin has been the President and Chief Operating Officer and a director of the Company since October 16, 2015. Before that, Kendall was a Mortgage Broker for InTrend Mortgage Inc. between January 2012 and October 2015 and prior to that was a franchise owner at Property Guys between May 2010 and January 2013. Kendall has been leading the growth of the company with regard to fine-tuning of business processes to ensure maximum productivity. His proven expertise, focus on excellence and dedication have enabled him to build and expand the Company’s network, as well as the company’s proprietary data-driven Client Relationship Management (CRM) platform. Kendall has had a career both in the corporate world and as a seasoned entrepreneur. At the age of 16, he created his own entertainment and promotion company, which was highly successful in Toronto throughout the 2000s. Later on, when Kendall was ready to take on his next challenge, he joined Canada’s top telecom company Bell, where he became the youngest Associate Director. In 2012, he made his debut in the mortgage industry where he has applied his leadership, organizational and management skills to a new industry. Since 2018, he has been featured for three consecutive years in the annual Canadian Mortgage Professional’s Hot List which recognizes the industry’s top leaders. Drew Green , Chairman of the Board Drew Green is President and Chief Executive Officer of INDOCHINO, growing the brand by over 600% between 2015- 2022, delivering nine figures in revenue in 2018, currently with 86 showrooms across North America and operations globally. Mr. Green has been recognized as Entrepreneur of the Year by Ernst & Young, US Retailer of the Year, Innovator of the Year, along with other awards during his career. At INDOCHINO, Mr. Green has established strategic capital from Madrona Venture Partners, Highland Consumer, Dayang Group, Mitsui & Co. (TSE: 8031) and Postmedia Network, (TSX: PNC.B) along with partnerships with the New York Yankees, Boston Red Sox, Nordstrom, and hundreds of National Basketball Association (NBA), Major League Baseball (MLB), National Football League (NFL), and National Hockey League (NHL) teams, athletes and celebrities. In addition, Mr. Green is a Founder and Chairman of the Board of Directors of EMERGE Commerce Ltd. (TSXV: ECOM), a diversified, acquirer and operator of Direct to Consumer (DTC) e-commerce brands across North America. He also serves as Chairman of Real Luck Group Ltd. (TSXV: LUCK), a company that offers legal, real-money betting, live streams, and statistics on all major e-sports and sports on desktop and mobile devices and Chairman American Aires Inc. (CSE: WIFI) a Canadian-based nanotechnology company which has developed proprietary silicon-based microprocessors that reduce the harmful effects of electromagnetic radiation (EMR) along with being Chairman of Gravitas III (TSXV:TRIG.P). Through his family office DREWGREEN.CA INC., Mr. Green has become a mentor to dozens of Canadian entrepreneurs, becoming a founder, chairman, and/ or a shareholder in dozens of private and public companies that drive innovation and growth, including Riverdale Rentals, Pineapple Financial, Apollo Insurance, Parvis Invest (TSXV: PVIS), OR Collective, Yourika, Cloudrep AI and Between Co., a company founded by York University alumni. 56 Drew served as a Director at The Scarborough Hospital Foundation for many years, and has established the Drew Green Thunderbird Award at the University of British Columbia and The Drew Green Lions Award at York University, providing student-athletes at both institutions with scholarships. He currently is a director on York University’s Alumni Board, Canada’s fourth-largest university, with approximately 55,700 students, 7,000 faculty and staff, and over 325,000 alumni worldwide. Paul Baron , Director Paul is a veteran Real Estate Executive with over 30 years of experience working with both residential and commercial properties. In his first year as a Sales Representative for Family Trust Realty, he sold 37 homes, quickly demonstrating both his sales smarts and entrepreneurial drive. He has held various positions with increasing responsibility and is currently the owner of Century 21 Leading Edge Realty, a real estate brokerage with nine offices, six satellite offices, and over 800 agents and employees. He is currently serving as the Central Brokerage Director on the Toronto Real Estate Board’s (TREB) Board of Directors. Mr. Baron has been a Director of the Company since August 19, 2016. Prior to his position with the Company, Mr. Baron was the President of Century 21 Leading Edge Reality Inc. since November 1994. Tasis Giannoukakis , Director Tasis is an owner, broker, and manager of Century 21 Leading Edge Realty, a real estate brokerage with nine offices, six satellite offices, and over 800 agents and employees. In 2019, his team had more sales than any other Century 21 franchise in Canada and broke into the company’s worldwide top five. He has been with Century 21 Leading Edge Realty for over 20 years, and the firm continues its expansion through acquisitions of other firms to further solidify their position in the Canadian Real Estate market. Mr. Giannoukakis has been a Director of the Company since August 19, 2016. Prior to such, he was a Broker/Owner of Century 21 Leading Edge Reality Inc. since August 2004. 57 Directorships Some of the directors of the Company serve on the boards of directors of other reporting issuers (or the equivalent) in Canada or foreign jurisdictions. The following table lists the directors of the Company who serve on boards of directors of other reporting issuers (or the equivalent) and the identities of such reporting issuers (or the equivalent). Name of Director Reporting Issuers (or the Equivalent) Drew Green EMERGE Commerce Ltd. American Aires Inc. Parvis Invest Inc. Monaghan Capital Fund. The Board has determined that these inter-locking directorships do not adversely impact the effectiveness of these directors on the Board or create any potential for conflicts of interest. However, certain of the Company’s directors are, or may become, directors, officers or shareholders of other companies with businesses which may conflict with the Company’s business. Orientation and Continuing Education The Company has not yet established a formal orientation or education procedure for newly incoming directors. Board members are encouraged to communicate with management and auditors, to keep themselves current with industry trends and developments, and to attend related industry seminars. Board members have full access to the Company’s records. Family Relationships None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K. Director Assessment The Board is responsible for ensuring that an appropriate system is in place to evaluate the effectiveness of the Board as a whole, the individual committees of the Board, and the individual members of the Board and such committees with a view of ensuring that they are fulfilling their respective responsibilities and duties. In connection with such evaluations, each director is required to provide his assessment of the effectiveness of the Board and each committee as well as the performance of the individual directors, annually. Such evaluations take into account the competencies and skills each director is expected to bring to his particular role on the Board or on a committee, as well as any other relevant factors. Arrangements between Officers and Directors Except as set forth herein, to our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which the officer or director was selected to serve as an officer or director. Involvement in Certain Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K. Board Committees Our Board directs the management of our business and affairs and conducts its business through meetings of the Board and its standing committees. As of the date hereof, the Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues. Audit Committee The Company has formed an Audit Committee comprised of Paul Baron, Drew Green (Chair) and Tasis Giannoukakis. Our Board has affirmatively determined that each meets the definition of “independent director” under the listing rules of the NYSE American, and that they meet the independence standards under Rule 10A-3. Each member of our audit committee can read and understand fundamental financial statements in accordance with the SEC and the NYSE American audit committee requirements. In arriving at this determination, the Board has examined each audit committee member’s scope of experience and the nature of their prior and/or current employment. 58 The Audit Committee provides assistance to the Board in fulfilling its obligations relating to the integrity of the internal financial controls and financial reporting of the Company. The external auditors of the Company report directly to the Audit Committee. The Audit Committee’s primary duties and responsibilities set forth in the Audit Committee’s charter include the following: (i) reviewing and reporting to the Board on the annual audited financial statements (including the auditor’s report thereon) and unaudited interim financial statements and any related management’s discussion and analysis, if any, and other financial disclosure related thereto that may be required to be reviewed by the Audit Committee pursuant to applicable legal and regulatory requirements; (ii) overseeing the audit function, including engaging in required discussions with the Company’s external auditor and reviewing a summary of the annual audit plan, overseeing the independence of the Company’s external auditor, overseeing the Company’s internal auditor, and pre-approving any non-audit services to the Company; (iii) reviewing with management and the Company’s external auditors the integrity of the internal controls over financial reporting and disclosure; (iv) reviewing management reports related to legal or compliance matters that may have a material impact on the Company and the effectiveness of the Company’s compliance policies; and (v) maintaining, reviewing and updating the Company’s whistleblowing procedures. Relevant Education and Experience Each proposed member of the Audit Committee has adequate education and experience that is relevant to their performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with: (a) an understanding of the accounting principles used by the Company to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves; (b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements or experience actively supervising individuals engaged in such activities; and (c) an understanding of internal controls and procedures for financial reporting. For a summary of the experience and education of the Audit Committee members see “Directors and Executive Officers”. Audit Committee Oversight At no time since the commencement of the Company’s financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board. Pre-Approval Policies and Procedures The Audit Committee mandate requires that the Audit Committee pre-approve any retainer of the auditor of the Company to perform any non-audit services to the Company that it deems advisable in accordance with applicable legal and regulatory requirements and policies and procedures of the Board. The Audit Committee is permitted to delegate pre-approval authority to one of its members; however, the decision of any member of the Audit Committee to whom such authority has been delegated must be presented to the full Audit Committee at its next scheduled meeting. 59 Compensation Committee The Company has formed a Compensation Committee comprised of Drew Green, Paul Baron and Tasis Giannoukakis. Our Board has affirmatively determined that each satisfy the “independence” requirements defined under the applicable listing standards of the NYSE American, including the standards specific to members of a compensation committee and meet the independence standards under Rule 10A-3 under the Exchange Act. Our Compensation Committee assists the Board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. No officer may be present at any committee meeting during which such officer’s compensation is deliberated upon. The Compensation Committee is responsible for, among other things: ● reviewing and approving to the Board with respect to the total compensation package for our most senior executive officers; ● approving and overseeing the total compensation package for our executives other than the most senior executive officers; ● reviewing and recommending to the Board with respect to the compensation of our directors; ● reviewing periodically and approving any long-term incentive compensation or equity plans; ● selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and ● programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans Nominating and Corporate Governance Committee The Company has formed a Nominating and Corporate Governance Committee comprised of three directors, Drew Green, Paul Baron and Tasis Giannoukakis, that satisfy the “independence” requirements for independence under the NYSE American listing standards and SEC rules and regulations. The Nominating and Corporate Governance Committee is responsible for overseeing the selection of persons to be nominated to serve on our Board. The Nominating and Corporate Governance Committee considers persons identified by its members, management, shareholders, investment bankers and others. Code of Business Code and Ethics Conduct Our Board has adopted a written Code of Ethics and Business Conduct which emphasizes the importance of matters relating to honest and ethical conduct, conflicts of interest, confidentiality of corporate information, protection and proper use of corporate assets and opportunities, compliance with applicable laws, rules and regulations and the reporting of any illegal or unethical behavior. A copy of the code posted on our website, gopineapple.com . In addition, we intend to post on our website all disclosures that are required by law or rules concerning any amendments to, or waivers from, any provision of the code. Changes in Nominating Procedures None. Section 16(a) Beneficial Ownership Reporting Compliance Based solely upon a review of copies of such forms filed on Forms 3, 4 and 5, and amendments thereto furnished to us, we believe that as of the date of this Report, our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis with all Section 16(a) filing requirements. Clawback Policy Board adopted the Clawback Policy (the “Clawback Policy”), providing for the recovery of certain incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. A copy of the Clawback Policy has been filed herewith, as exhibit 97.1. Insider Trading Policies We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees. A copy of the Insider Trading Policy has been filed herewith, as exhibit 19.1. 60 ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table sets out the compensation paid or payable to the Named Executive Officers (“NEO”) of the Company during the last two fiscal years: Name and Principal Position Year Salary ($) Bonus ($) Restricted Stock Units($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Shubha Dasgupta, 2025 171,936 - 16,429 32,858 - - 10,316 224,615 Chief Executive Officer 2024 177,816 - - - - - 10,669 188,485 Kendall Marin, 2025 171,936 - 16,429 32,858 - - 10,316 224,615 President and Chief Operating Officer 2024 177,816 - - - - - 10,669 188,485 Sarfraz Habib 2025 128,952 - 6,530 13,060 - - - $ 149,842 Chief Financial Officer 2024 133,362 - - - - - - $ 133,362 Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information concerning outstanding equity awards for each of the NEOs and directors as of the end of the fiscal year ended August 31, 2025. Option Awards Restricted Stock Units Name and Principal Position Number of Securities. Underlying Unexercised Options (#) Exercisable Weighted Average Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock Market Value of Shares or Units of Stock As on August 31, 2025 Shubha Dasgupta, 6,333 $ 72.00 June 14, 2026 20,000 $ 1.30 July 16, 2035 12,638 $ 50,805 Chief Executive Officer and Director Tasis Giannoukakis, 510 $ 72.00 June 14, 2026 2,500 $ 1.30 July 16, 2035 2,523 $ 10,142 Director Drew Green, 5,107 $ 72.00 June 14, 2026 N/A N/A 10,000 $ 1.30 July 16, 2035 11,092 $ 44,590 Chairman of the Board Kendall Marin, 6,333 $ 72.00 June 14, 2026 20,000 $ 1.30 July 16, 2035 12,638 $ 50,805 President, Chief Operating Officer, and Director Paul Baron, 510 $ 72.00 June 14, 2026 2,500 $ 1.30 July 16, 2035 2,523 $ 10,142 Director 61 Compensation Governance Overview Following the Company’s initial public offering in November 2023, Pineapple Financial Inc. (the “Company”) became a reporting issuer under the Securities Exchange Act of 1934. The Company’s executive compensation program is designed to attract, retain, and motivate highly qualified executives and directors who can drive sustained value creation for shareholders. The program emphasizes pay-for-performance alignment, prudent governance, and competitiveness within the Canadian mortgage brokerage and financial-technology sectors. Compensation Philosophy and Objectives The principal objectives of the Company’s compensation strategy are to: ● Align management’s interests with those of shareholders by linking long-term compensation to performance and value creation; ● Reward superior individual and corporate performance through balanced short- and long-term incentives; ● Provide competitive compensation opportunities relative to peer companies of comparable size and stage of development; and ● Ensure affordability and fiscal discipline, considering the Company’s financial condition, growth trajectory, and market conditions. Compensation Components The significant elements of compensation for directors, executive officers, and Named Executive Officers (“NEOs”) include: ● Base salary or management fees, reflecting scope of responsibility, experience, and individual performance; ● Equity-based incentives, primarily restricted share units (“RSUs”) and stock options granted under the Company’s 2021 Stock Option Plan and 2022 Omnibus Equity Plan, to promote long-term alignment with shareholders; and ● Performance-based cash bonuses, awarded at the discretion of the Board of Directors (the “Board”) based on achievement of strategic and financial objectives. No element of compensation is determined according to a fixed formula; rather, the Board considers a range of qualitative and quantitative factors including overall corporate performance, market competitiveness, and the Company’s ability to sustain compensation levels responsibly. Determination and Oversight The Board, upon recommendation from management, reviews executive compensation annually. Independent directors provide oversight of the process to ensure fairness, transparency, and alignment with shareholder interests. While no formal peer-group benchmarking study was performed for fiscal 2025, the Board considered market data from comparable Canadian mortgage and financial-services companies when determining appropriate compensation ranges. Recent Developments In fiscal 2025, we established a Treasury Strategy as a component of our corporate treasury and strategic partnership program. The Treasury Strategy permits the Company, subject to internal policies, board oversight and applicable law, to hold a capped allocation of liquid digital assets to support research and development, ecosystem partnerships and potential future integrations with our mortgage technology stack. As of the date of this filing, the Treasury Strategy is managed separately from brokerage operations. The Treasury Strategy is subject to strict custody, risk, accounting and compliance policies, including segregation of assets, volatility limits, impairment monitoring and disclosure controls. During fiscal 2025, the Company issued restricted share units and stock options to its directors, officers, and employees under the 2021 Stock Option Plan and 2022 Omnibus Equity Incentive Plan, representing a continuation of its long-term incentive program designed to attract and retain key talent. These grants were made in accordance with ASC 718, Compensation, Stock Compensation, and are expensed over the respective vesting periods. No new long-term cash-based incentive plans or supplemental retirement arrangements were implemented during the year. The Company intends to periodically review its compensation framework as it matures as a public company and to consider the adoption of formal performance metrics and peer benchmarking guidelines. Director Compensation To date, we have not compensated our directors for their service to the Company, except that Drew Green receives monthly compensation of $7,887 and Nima Besharat received monthly compensation of $3,943 until his compensation terminated in February 2025. External Management Companies Other than as disclosed below under “ Employment, Consulting and Management Agreements ”, the Company has not entered into any agreement with any external management company that employs or retains one or more of the NEOs or directors and, other than as disclosed below, the Company has not entered into any understanding, arrangement or agreement with any external management company to provide executive management services to the Company, directly or indirectly, in respect of which any compensation was paid by the Company. Stock Options and Other Compensation Securities As of August 31, 2025, Pineapple Financial Inc. (the “Company”) had an aggregate of 73,701 stock options and 46,437 restricted share units (RSUs) issued during the fiscal year under the Company’s 2021 Stock Option Plan and 2022 Omnibus Equity Incentive Plan. These awards were granted to directors, executive officers, and employees as part of the Company’s long-term incentive program designed to align management performance with shareholder value creation and to retain key personnel. The Company had 28,285 stock options outstanding as of August 31, 2024. After giving effect to current-year issuances and normal vesting, the total number of stock options outstanding as of August 31, 2025 was 101,986. The stock options are exercisable for an equivalent number of common shares of the Company in accordance with their respective vesting schedules and expiry provisions. The RSUs vest based on continued service or performance conditions as determined by the Board of Directors. No stock options or RSUs were exercised by directors, executive officers, or Named Executive Officers during the fiscal year ended August 31, 2025, and no other equity-based compensation securities were granted outside of the 2021 Stock Option Plan and 2022 Omnibus Equity Incentive Plan. Stock Option Plan and On June 14, 2021 the Board approved our 2487269 Ontario Ltd. Stock Option Plan (the “Stock Option Plan”) and in year 2022, Omnibus Equity Incentive plan. As of the date, there are 169,969 options outstanding under the Stock Option Plan. 62 The purpose of the Stock Option Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified directors, officers, employees and consultants, to reward those individuals from time to time for their contributions toward the long-term goals of the Company and to enable and encourage those individuals to acquire Common Shares as long-term investments. The material features of the Stock Option Plan and Omnibus Equity Plan are reflected in the disclosure below. Key Terms Summary Administration The Stock Option Plan & Omnibus Equity Plan is administered by the Board, or such director or other senior officer of the Company as may be designated as administrator by the Board. The Board or such committee may make, amend and repeal at any time, and from time to time, such regulations not inconsistent with the Stock Option Plan. Number of Common Shares The maximum number of Common Shares issuable under the Stock Option Plan shall not exceed 10% of the number of Common Shares issued and outstanding as of each date on which the Board grants the Option (the “ Award Date ”) with certain limits on grants to Optionees (as defined in the Stock Option Plan and Omnibus Equity Plan), Optionees who are Insiders (as defined in the Stock Option Plan), Eligible Employees (as defined in the Stock Option Plan) and Optionees conducting Investor Relations Activities (as defined in the Stock Option Plan). The number of Common Shares underlying Options that have been cancelled, that have expired without being exercised in full, and that have been issued upon exercise of Options shall not reduce the number of Common Shares issuable under the Stock Option Plan and shall again be available for issuance thereunder. Securities Each Option entitles the holder thereof (an “ Option Holder ”) to purchase one Common Share at an exercise price determined by the Board. Participation Any director, senior officer, management company, employee or consultant of the Company (including any subsidiary of the Company), as the Board may determine. Exercise Price The exercise price of an option will be determined by the Board in its sole discretion, provided that the exercise price will not be less than the Discounted Market Price (as defined in the Stock Option Plan). Exercise Period The exercise period of an Option will be the period from and including the award date through to and including the expiry date that will be determined by the Board at the time of grant (the “ Expiry Date ”), provided that the Expiry Date of an Option will be no later than the fifth anniversary of the Award Date of the Option, provided that such date does not fall within a blackout period imposed by the Company, and any Options granted to any Optionee who is a Director, Eligible Employee, or other Optionee will expire within 12 months following the date that such Optionee ceases to be engaged in such role. Cessation of Employment Subject to certain limitations, in the event that an Option Holder ceases to be a director of the Company or ceases to be employed by the Company, other than by reason of death, the Expiry Date of the Option will be 90 days after the date of such termination, except as otherwise provided in any employment contract. Notwithstanding the foregoing or any employment contract, in no event shall such right be extended beyond the Option Period or one year from the date of termination. In the event that an Option Holder should die while he or she is still director, senior officer, management company, employee or consultant of the Company, the Expiry Date will be 12 months from the date of death of the Option Holder. Acceleration Events If a third party makes a bona fide formal offer to the Company or its shareholders which would constitute an acceleration event, the Board may (i) permit the Option Holders to exercise their Options, as to all or any of such Options that have not previously been exercised (regardless of any vesting restrictions), but in no event later than the Expiry Date of the Option, so that the Option Holders may participate in such transaction; and (ii) require the acceleration of the time for the exercise of the Options and of the time for the fulfilment of any conditions or restrictions on such exercise. Notwithstanding any other provision of the Stock Option Plan or the terms of any Option, if at any time when Options remains unexercised and the Company completes any transaction which constitutes an acceleration event, all outstanding unvested Options will automatically vest. Any proposed acceleration of vesting provisions is subject to the policies and necessary approvals of the TSXV, if applicable. Limitations The maximum number of Common Shares which may be issued, within any one-year period, to Insiders under the Stock Option Plan and Omnibus Equity Plan, together with any other share-based compensation arrangements of the Company, will be 10% each of the total number of Common Shares issued and outstanding. The total number of Options awarded to any one individual in any twelve-month period will not exceed 5% of the issued and outstanding Common Shares of the Company at the Award Date unless the Company has obtained disinterested shareholder approval.. The total number of Options awarded to any one consultant of the Company in any twelve-month period will not exceed 2% of the issued and outstanding Common Shares of the Company at the Award Date unless consent is obtained as set forth in the Stock Option Plan. The total number of Options awarded to all persons retained by the Company to provide Investor Relations Activities will not exceed 2% of the issued and outstanding Common Shares of the Company, in any twelve-month period, calculated at the Award Date unless consent is obtained as set forth in the Stock Option Plan. Options granted to persons retained to provide Investor Relations Activities will vest in stages over not less than twelve months with no more than one quarter of the options vesting in any three-month period. Amendments The Board may from time to time, subject to applicable law and to the prior approval, if required, of the shareholders, relevant stock exchanges or any other regulatory body having authority over the Company or the Stock Option Plan and Omnibus Equity Plan, suspend, terminate or discontinue the Stock Option Plan at any time, or amend or revise the terms of the Stock Option Plan or of any Option granted under the Stock Option Plan and Omnibus Equity Plan and the Option Agreement relating thereto, provided that no such amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to an Optionee under the Stock Option Plan and Omnibus Equity Plan without the consent of that Optionee. 63 Employment, Consulting and Management Agreements As of the date hereof, other than as described below, the Company does not have any contract, agreement, plan or arrangement that provides for payments to the named executive officers (the “NEOs”) at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a director or NEO’s responsibilities. On April 4, 2023, the Company entered into an executive employment agreement with Sarfraz Habib pursuant to which Mr. Habib agreed to serve as the Company’s Chief Financial Officer. In consideration of the services provided by Mr. Habib, the Company agreed to pay a base salary of $128,952 per annum. We have also entered into an agreement with Drew Green for board fees, pursuant to which we pay a fee of $7,164 per month. Pension Plan Benefits The Company does not anticipate having any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding beneficial ownership of shares of our common shares as of November 25, 2025 by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and named executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable . Beneficial Owner Shares (1) Percentage Directors and Named Executive Officers Shubha Dasgupta(2) 81,278 5.87 % Sarfraz Habib(3) 16,069 1.18 % Kendall Marin(4) 158,017 11.41 % Drew Green (5) 60,814 4.43 % Paul Baron (6) 8,739 0.65 % Tasis Giannoukakis (7) 10021 0.74 % All Directors and Officers as a group (6 persons) 131,278 22.67 % * Represents beneficial ownership of less than 1%. (1) Based on 1,345,941 common shares outstanding. (2) Includes 6,333 options at an exercise price of $72.00. The securities beneficially owned by Shubha Dasgupta are directly held by 5032771 Ontario Inc., an entity controlled by Mr. Dasgupta. It also include 20,000 stock options at an exercise price of $1.30 and 12,638 Restricted Stock Units (RSUs) at his own name. 64 (3) Includes 11,046 Stock Options at an exercise price of $1.30 and 5,023 Restricted Stock Units. (4) Includes 6,333 options at an exercise price of $72.00 and 20,000 stock options at an exercise price of $1.30 and 12,638 Restricted Stock Units (RSUs). (4) Includes 5,107 options at an exercise price of $72.00 60 and 10,000 stock options at an exercise price of $1.30 and 5,107 Restricted Stock Units (RSUs).e directly held by DREWGREEN.CA INC., an entity controlled by Mr. Green. (5) Includes 511 options at an exercise price of $72.00 and 2,500 stock options at an exercise price of $1.30 and 2,523 Restricted Stock Units (RSUs).. (6) Includes 10,214 options at an exercise price of $3.60 and 2,500 stock options at an exercise price of $1.30 and 2,523 Restricted Stock Units (RSUs).. Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes information about our equity compensation plans as of August 31, 2025. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holder 146,656 $ 13.74 122,532 Equity compensation plans not approved by security holder - Total 146,656 $ 13.74 122,532 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Transactions with Related Persons Except as described below and except for employment arrangements which are described under “Executive Compensation,” during the fiscal years ended August 31, 2025 and August 31, 2024, there have not been, nor are there currently proposed, any transaction in which we are or were a participant, the amount involved exceeds the lesser of $120,000 or 1% of the average of the total assets at August 31, 2025, and any of our directors, executive officers, holders of more than 5% of our common shares, or any immediate family member of any of the foregoing had or will have a direct or indirect material interest. Related Person Transaction Policy We expect to adopt a related person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related person transactions. The policy will become effective immediately upon the execution of the underwriting agreement for this offering. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person are, were or will be participants in which the amount involved exceeds the lesser of $120,000 or 1% of our total assets at year-end for our last two completed fiscal years. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons. 65 Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our audit committee, or, if audit committee approval would be inappropriate, to another independent body of our Board, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant shareholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under our code of business conduct and ethics, our employees and directors will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions, our audit committee, or other independent body of our Board, will take into account the relevant available facts and circumstances including, but not limited to: ● the risks, costs and benefits to us; ● the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated; ● the availability of other sources for comparable services or products; and ● the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other independent body of our Board, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our shareholders, as our audit committee, or other independent body of our Board, determines in the good faith exercise of its discretion. Director Independence The NYSE American requires that a majority of our board of directors must be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that Paul Baron, Tasis Giannoukakis and Drew Green are considered to be independent. Our Board currently consists of five directors, three of whom are independent. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table sets forth the aggregate fees billed by MNP LLP as described below: 2025 2024 Audit Fees $ 205,000 $ 193,674 Audit Related Fees $ 44,000 $ 22,396 Tax Fees $ - $ - All Other Fees $ - $ - Total $ 249,000 $ 216,070 66 Pre-Approval Policies and Procedures The Audit Committee mandate requires that the Audit Committee pre-approve any retainer of the auditor of the Company to perform any non-audit services to the Company that it deems advisable in accordance with applicable legal and regulatory requirements and policies and procedures of the Board. The Audit Committee is permitted to delegate pre-approval authority to one of its members; however, the decision of any member of the Audit Committee to whom such authority has been delegated must be presented to the full Audit Committee at its next scheduled meeting PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements For a list of the consolidated financial statements included herein, see Index to Consolidated Financial Statements on page F-1 of this Annual Report, which is incorporated into this Item by reference. (b) Exhibits Exhibit No. Description 3.1 Articles of Continuance incorporated by reference to Exhibit 3.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-268636) filed with the Securities and Exchange Commission on September 28, 2023. 3.2 Bylaws incorporated by reference to Exhibit 3.2 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-268636) filed with the Securities and Exchange Commission on September 28, 2023. 10.1 Form of Securities Purchase Agreement, dated as of September 2, 2025, between Pineapple Financial Inc. and each Purchaser (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on September 10, 2025) 10.2 Form of Registration Rights Agreement, dated as of September 2, 2025, between Pineapple Financial Inc. and each Holder (incorporated by reference to Exhibit 10.2 to our Form 8-K filed with the SEC on September 10, 2025) 10.3 First Amendment to Securities Purchase Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.3 to our Form 8-K filed with the SEC on September 10, 2025) 10.4 Subscription Receipt Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.4 to our Form 8-K filed with the SEC on September 10, 2025) 10.5 Asset Management Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.5 to our Form 8-K filed with the SEC on September 10, 2025) 10.6 Trading Advisory Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.6 to our Form 8-K filed with the SEC on September 10, 2025) 10.7 ELOC Purchase Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.7 to our Form 8-K filed with the SEC on September 10, 2025) 10.8 Placement Agency Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.8 to our Form 8-K filed with the SEC on September 10, 2025) 10.9 Voting Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.9 to our Form 8-K filed with the SEC on September 10, 2025) 10.10 Lock-up Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.10 to our Form 8-K filed with the SEC on September 10, 2025) 10.11 Letter Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.11 to our Form 8-K filed with the SEC on September 10, 2025) 10.12 International Swaps and Derivatives Association 2002 ISDA Master Agreement, dated as of September 30, 2025, by and between FalconX Bravo, Inc. and Pineapple Financial Inc.(incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on October 6, 2025) 10.13 International Swaps and Derivatives Association Schedule to the 2002 ISDA Master Agreement, dated as of September 30, 2025, between FalconX Bravo, Inc. and Pineapple Financial Inc. (incorporated by reference to Exhibit 10.2 to our Form 8-K filed with the SEC on October 6, 2025) 10.14 Credit Support Annex to the Schedule to the ISDA 2002 Master Agreement, dated as of September 30, 2025, by and between FalconX Bravo, Inc. and Pineapple Financial Inc. (incorporated by reference to Exhibit 10.3 to our Form 8-K filed with the SEC on October 6, 2025) 10.15 Second Amendment to Securities Purchase Agreement, dated as of November 3, 2025 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on November 4, 2025) 10.16 Stock Option Plan incorporated by reference to Exhibit 10.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-268636) filed with the Securities and Exchange Commission on September 28, 2023. 10.17 Employment Agreement, dated April 4, 2023 between the Company and Sarfraz Habib incorporated by reference to Exhibit 10.3 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-268636) filed with the Securities and Exchange Commission on September 28, 2023. 10.18 Form of Mortgage Broker Affiliation Agreement incorporated by reference to Exhibit 10.4 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-268636) filed with the Securities and Exchange Commission on September 28, 2023. 10.19 Equity Purchase Agreement dated May 10, 2024 * 10.20 Registration Rights Agreement dated May 10, 2024 * 10.21 Securities Purchase Agreement dated May 10, 2024* 10.22 Convertible Promissory Note* 14.1 Code of Ethics+ 19.1 Insider Trading Policy 21.1 List of Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-268636) filed with the Securities and Exchange Commission on September 28, 2023. 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350. 97.1 Clawback Policy 99.1 Audit Committee Charter+ 99.2 Compensation Committee Charter+ 99.3 Nominating and Corporate Governance Committee Charter+ 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ITEM 16. FORM 10-K SUMMARY None. 67 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Pineapple Financial Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Pineapple Financial Inc. (the Company) as of August 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended August 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2025 and 2024 and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Material Uncertainty Related to Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has negative cash flows from operating activities which 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 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company 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 Company’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, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Chartered Professional Accountants Licensed Public Accountants We have served as the Company’s auditor since 2020. Mississauga, Canada December 2, 2025 F- 1 Pineapple Financial Inc. Consolidated Balance Sheets As at August 31, 2025 and 2024 (Expressed in US Dollars) As at: August 31, 2025 August 31, 2024 $ $ Assets Current assets Cash 2,117,371 580,356 Trade and other receivables Note 14 92,223 155,224 Prepaid expenses and deposits 110,001 157,911 Total current assets 2,319,595 893,491 Investment Note 4 9,733 10,042 Right-of-use asset - net Note 10 530,163 828,674 Property and equipment - net Note 5 61,957 152,610 Intangible assets - net Note 6 2,495,773 2,211,775 Total Assets 5,417,221 4,096,592 Liabilities and Shareholders’ Equity Current liabilities Accounts payable and accrued liabilities 2,125,160 1,125,477 Deferred revenue Note 13 108,552 111,921 Loan from directors Note 17 629,120 - Current portion of lease liability Note 10 138,859 161,508 Total current liabilities 3,001,691 1,398,906 Deferred government incentive Note 13 314,998 491,251 Lease liability Note 10 561,100 815,599 Warrant liability Note 8 632,753 41,520 Total liabilities 4,510,542 2,747,276 Shareholders’ Equity Common shares (*) , no par value; unlimited authorized; 1,340,941 issued and outstanding shares as of August 31, 2025 and 421,342 as at August 31, 2024. Note 7 11,621,468 8,559,856 Common shares to be issued 88,136 - Additional paid-in capital Note 8,9 3,102,814 2,955,944 Accumulated other comprehensive loss ( 509,300 ) ( 408,510 ) Accumulated deficit ( 13,396,439 ) ( 9,757,974 ) Total stockholders’ equity 906,679 1,349,316 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 5,417,221 4,096,592 Description of business (note 1) Going concern (note 1) Contingencies and commitments (note 15) Subsequent events (note 21) (*) On July 16, 2025, the Company effected a 1-for-20 reverse stock split of its issued and outstanding common shares. All share and per-share information in the consolidated financial statements and accompanying notes has been retroactively adjusted to reflect the reverse split. The reverse stock split did not affect the Company’s total shareholders’ equity. Approved on behalf of Board of Directors “Shuba Dasgupta” “Drew Green” The accompanying notes are an integral part of these consolidated financial statements F- 2 Pineapple Financial Inc. Consolidated Statements of Operations and Comprehensive Loss For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) For the year ended August 31, 2025 August 31, 2024 $ $ Revenue Note 16 2,986,823 2,688,987 Expenses Selling, general and administrative Note 11 2,253,944 2,382,225 Advertising and marketing 669,482 860,047 Salaries, wages and benefits 1,645,024 2,436,783 Interest expense and bank charges 336,115 93,472 Depreciation and amortization Note 5,6,10 862,104 838,843 Share-based compensation Note 9 235,006 - Government incentive Note 13 ( 70,555 ) ( 97,646 ) Loss on derecognition of right of use of asset 3,596 - Total expenses 5,934,716 6,513,724 Loss from operations ( 2,947,893 ) ( 3,824,737 ) (Loss) on extinguishment of liability Note 18 - ( 156,339 ) Foreign exchange gain (loss) 10,133 ( 38,836 ) Gain on change in fair value of warrant liability Note 8 ( 608,537 ) 63,769 Gain on change in fair value of conversion feature liability Note 18 - 76,543 Financing cost – warrant issuance Note 8 ( 164,280 ) - Accretion expense Note 18 - ( 223,059 ) Other income Note 20 72,112 - Net loss ( 3,638,465 ) ( 4,102,659 ) Foreign currency translation adjustment 100,790 9,217 Net loss and comprehensive loss ( 3,537,675 ) ( 4,093,442 ) Net loss per share - basic and diluted ( 5.31 ) ( 11.46 ) Weighted average number of common shares (*) outstanding - basic and diluted (numbers) 665,820 357,297 (*) On July 16, 2025, the Company effected a 20-for-1 reverse stock split of its issued and outstanding common shares. All share and per-share information presented in the consolidated financial statements, including weighted-average shares outstanding, EPS, and disclosures related to stock options, RSUs, and warrants, have been retroactively adjusted to reflect the reverse stock split for all periods presented . The accompanying notes are an integral part of these consolidated financial statements F- 3 Pineapple Financial Inc. Consolidated Statements of Shareholders’ Equity For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) Additional Accumulated Common Common Paid in other Accumulated Total Shares shares to Capital comprehensive (deficit) shareholders’ (note 7) be issued (note 8 and 9) loss earnings equity $ $ $ $ $ $ Balance, August 31, 2023 4,903,031 - 2,955,944 ( 417,727 ) ( 5,655,315 ) 1,785,933 Shares issued on Initial Public offering on November 3, 2023 2,751,937 - - - - 2,751,937 Shares issued against convertible note 465,680 - - - - 465,680 Shares issued against equity purchase agreement 487,491 - - - - 487,491 Warrants issued related to Initial Public Offering ( 48,283 ) - - - - ( 48,283 ) Foreign exchange translation - - - 9,217 - 9,217 Net loss - - - - ( 4,102,659 ) ( 4,102,659 ) Balance, August 31, 2024 8,559,856 - 2,955,944 ( 408,510 ) ( 9,757,974 ) 1,349,316 Balance 8,559,856 - 2,955,944 ( 408,510 ) ( 9,757,974 ) 1,349,316 Shares issued on follow up public offering 1,847,477 - - - - 1,847,477 Shares issued against warrants exercise 1,701,398 - - - - 1,701,398 Shares against Directors and Employees Stock options and restricted share units 88,136 146,870 - - 235,006 Shares issue cost ( 487,263 ) - - ( 487,263 ) Foreign exchange translation - - ( 100,790 ) - ( 100,790 ) Net loss - - - ( 3,638,465 ) ( 3,638,465 ) Balance, August 31, 2025 11,621,468 88,136 3,102,814 ( 509,300 ) ( 13,396,439 ) 906,679 Balance 11,621,468 88,136 3,102,814 ( 509,300 ) ( 13,396,439 ) 906,679 The accompanying notes are an integral part of these consolidated financial statements F- 4 Pineapple Financial Inc. Consolidated Statements of Cash Flow For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) For the year ended: August 31, 2025 August 31, 2024 $ $ Cash provided by (used for) the following activities Operating activities Net loss for the year ( 3,638,465 ) ( 4,102,659 ) Adjustments for the following non-cash items: Depreciation of property and equipment Note 5 82,113 87,803 Amortization of intangible assets Note 6 592,942 616,532 Depreciation on right of use asset Note 10 187,048 134,508 Bad debts written off 48,524 7,545 Interest expense on lease liability Note 10 51,431 62,604 Share-based compensation Note 9 235,006 - Loss on derecognition of right of use of asset 3,596 - Change in fair value of warrant liability 608,537 63,769 Accretion expense - 223,059 Loss on extinguishment of liability - 156,339 Gain (loss) on change in fair value of the conversion feature liability - ( 76,543 ) Derecognition of right of use of assets - Unrealized foreign exchange gain (loss) - 38,836 Net changes in non-cash working capital balances: Trade and other receivables 14,477 596,219 Prepaid expenses and deposits 47,910 60,239 Accounts payable and accrued liabilities 999,683 519,943 Deferred government incentive ( 176,253 ) ( 208,376 ) Deferred revenue ( 3,369 ) 111,921 Net cash used in operating activities ( 946,820 ) ( 1,708,261 ) Financing activities Share capital issuance Note 7 1,847,477 2,751,937 Loan from directors Note 17 629,120 - Exercise of share warrants Note 7 1,008,798 - Warrant liability allocation on share capital issuance Note 8 659,190 - Share issue cost ( 487,313 ) - Proceed from conversion note Note 18 - 300,000 Proceed from equity purchase agreement - 487,491 Proceed from scientific research and development loan - 87,369 Repayment of scientific research and development loan Note 13 - ( 517,467 ) Repayment of lease obligations Note 10 ( 206,185 ) ( 196,703 ) Net cash provided by financing activity 3,451,087 2,912,627 Investing activities Additions to intangible assets Note 6 ( 944,187 ) ( 1,112,399 ) Additions to property and equipment Note 5 - ( 4,991 ) Net cash used in investing activity ( 944,187 ) ( 1,117,390 ) Net change in cash 1,560,080 86,976 Effect of changes in foreign exchange rates ( 23,065 ) ( 226,985 ) Cash, beginning of year 580,356 720,365 Cash, end of year 2,117,371 580,356 Supplementary cash flow information: Interest paid 218,512 35,281 Income taxes paid - - The accompanying notes are an integral part of these consolidated financial statements F- 5 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 1. Description of business Pineapple Financial Incorporation, (“the Company”) was incorporated in 2006, under the Ontario Business Corporations Act. Later the company was registered under Canadian Business Corp. The Company’s head office is located at 200-111 Gordon Baker Road, Toronto, Ontario, M2H 3R1 Canada and its securities are publicly listed on the New York Stock Exchange American (NYSEAmerican) under ticker “PAPL”. Impact from the global inflationary pressures leading to higher interest rates During fiscal 2024, global inflationary pressures resulted in central banks, including the Bank of Canada, increasing benchmark interest rates to mitigate inflation. The resulting higher borrowing costs led to a slowdown in real-estate activity, reduced pricing pressures, and lower transaction volumes across the housing market. In fiscal 2025, the Bank of Canada began to gradually reduce interest rates as inflationary trends moderated and economic conditions softened. While these decreases are expected to improve housing affordability and support market recovery over time, the full impact on the real-estate sector and related businesses remains uncertain as of August 31, 2025. Going Concern The Company continues to incur significant operating losses and negative operating cash flows, a trend expected to persist in the near term. For the year ended August 31, 2025, the Company incurred a net loss of $ 3,638,465 (2024 - $ 4,102,659 ) and reported negative cash flows from operating activities of $ 946,820 (2024 - $ 1,708,261 ). As at August 31, 2025, the Company had an accumulated deficit of $ 13,396,439 (2024 – $ 9,757,974 ) and a working capital deficit of $ 682,096 (2024 - $ 505,415 ), indicating that current assets are not sufficient to discharge existing liabilities as they become due. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s ability to sustain operations depends on realizing assets and managing obligations as they come due, as well as securing additional financial resources. Subsequent to year-end, the Company entered into the Injective Digital Asset Treasury Initiative, pursuant to which the Company expects to receive approximately $ 2.1 million upon the timely filing of its Form S-1. In addition, the Company completed an investment of $ 11.4 million in Injective tokens, which management anticipates may generate future economic benefits through potential fair-value appreciation. Management’s plans to address these conditions include: 1. securing the proceeds expected under the Injective initiative, 2. pursuing additional capital and financing arrangements, and 3. implementing further cost-containment and working capital measures. These plans are discussed further in Note 21, Subsequent Events. There is no assurance that these initiatives will be achieved as planned. Accordingly, substantial doubt remains regarding the Company’s ability to continue as a going concern. 2. Significant accounting policies Statement of compliance These consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”). The consolidated financial statements were authorized for issue by the Board of Directors on November ___, 2025. Basis of preparation, functional and presentation currency The consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business on the historical cost basis except for certain financial instruments that are measured at fair value, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets. All financial information is in US Dollars (“USD”) as the Company’s presentation currency and transactions are conducted in the functional currency of Canadian dollars (“CAD”). Adjustment for Reverse Stock Split In July 2023, the Board of Directors approved a 1-for-3.9 reverse stock split (the “2023 Reverse Split”), which became effective on July 14, 2023. On July 16, 2025, the Company effected a 1-for-20 reverse stock split of its issued and outstanding common shares. The reverse split did not affect the total shareholders’ equity of the Company or the par value of the common shares. All share, option, warrant and restricted share unit (“RSU”) amounts, as well as all per-share information presented in these consolidated financial statements, have been retroactively adjusted to reflect the reverse stock split for all periods presented. Operating segments The Company determines its reporting units in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting. The Company evaluates a reporting unit by first identifying its operating segments under ASC 280. The Company operates as one operating segment which is reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. The chief operating decision-makers are responsible for the allocation of resources and assessing the performance of the operating segment and have been identified as the CEO and CFO of the Company. F- 6 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 2. Significant accounting policies (continued from previous page) Basis of consolidation The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary, Pineapple Insurance Inc and Pineapple National Inc. All transactions with the subsidiaries and any intercompany balances, gains or losses have been eliminated upon consolidation. The subsidiaries have a USD presentation currency, and the functional currency is in CAD, and accounting policies have been applied consistently to the subsidiaries. ASC 842 Leases At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, less any lease incentives received. The right-of-use assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. In addition, the right-of-use asset can be periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The Company recognized a lease liability and right-of-use asset for most leases and applied ASC 842. The lease liability was measured at the present value of the remaining lease payments, discounted using the Company’s estimated incremental borrowing rate at the date of initial application. Right-of-use assets were measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the consolidated statement of financial position immediately before the date of initial application. Financial instruments The following table shows the classification categories under US GAAP ASC 825 for each class of the Company’s financial assets and financial liabilities. Asset / liability: Classification: Cash FVTPL Trade and other receivables Amortized cost Investments FVTPL Accounts payable and accrued liabilities Amortized cost Loan Amortized cost Warrant liability FVTPL Financial assets Recognition and initial measurement The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in profit or loss when incurred. F- 7 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 2. Significant accounting policies (continued from previous page) Classification and subsequent measurement On initial recognition, financial assets are classified and subsequently measured at amortized cost, fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”). The Company determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics. Financial assets are classified as follows: ● Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. Interest revenue is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in profit or loss. Financial assets measured at amortized cost are comprised of trade and other receivables. ● Fair value through other comprehensive income - Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows are solely payments of principal and interest, are measured at fair value through other comprehensive income. Interest income calculated using the effective interest method and gains or losses arising from impairment and foreign exchange are recognized in profit or loss. All other changes in the carrying amount of the financial assets are recognized in other comprehensive income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to profit or loss. The Company does not hold any financial assets measured at fair value through other comprehensive income. ● Mandatorily at fair value through profit or loss - Assets that do not meet the criteria to be measured at amortized cost, or fair value through other comprehensive income, are measured at fair value through profit or loss. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. Financial assets mandatorily measured at fair value through profit or loss are comprised of cash and investments. ● Designated at fair value through profit or loss – On initial recognition, the Company may irrevocably designate a financial asset to be measured at fair value through profit or loss in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. The Company does not hold any financial assets designated to be measured at fair value through profit or loss. Contractual cash flow assessment The cash flows of financial assets are assessed as to whether they are solely payments of principal and interest on the basis of their contractual terms. For this purpose, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money, the credit risk associated with the principal amount outstanding, and other basic lending risks and costs. In performing this assessment, the Company considers factors that would alter the timing and amount of cash flows such as prepayment and extension features, terms that might limit the Company’s claim to cash flows, and any features that modify consideration for the time value of money. F- 8 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 2. Significant accounting policies (continued from previous page) Financial instruments (continued from previous page) Impairment The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than financial assets measured at fair value through profit or loss. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions, and forecasts of future economic conditions. The Company applies the simplified approach for trade receivables. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses resulting from all possible default events over the assets’ contractual lifetime . The Company assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances in other accounts and breaches of borrowing contracts such as default events or breaches of borrowing covenants. For financial assets assessed as credit- impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses. For financial assets measured at amortized cost, loss allowances for expected credit losses are presented in the statements of financial position as a deduction from the gross carrying amount of the financial asset. Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof. Derecognition of financial assets The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire. Financial liabilities Recognition and initial measurement The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, except for financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately recorded in profit or loss. Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned the residual amount. Classification and subsequent measurement Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains and losses relating to a financial liability are recognized in profit or loss. Derecognition of financial liabilities The Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled or expire. F- 9 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 2. Significant accounting policies (continued from previous page) Financial instruments (continued from previous page) Fair value Assets and liabilities carried at fair value must be classified using a three-level hierarchy that reflects the significance and transparency of the inputs used in making the fair value measurements. Level 1 inputs are unadjusted quoted prices of identical instruments in active markets; Level 2 inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs that are not based on observable market data (unobservable data). Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available. The classification of a financial instrument in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. Cash is recorded at fair value using level 1 inputs and investments are recorded at fair value using level 3 inputs and warrant liability is measured using level 2 inputs. During the year, there were no transfers between the levels of fair value. Income taxes Income tax expense includes U.S. and international income taxes, and interest and penalties on uncertain tax positions. Certain income and expenses are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes. Deferred tax assets are reported net of a valuation allowance when it is more likely than not that a tax benefit will not be realized. All deferred income taxes are classified as long-term in our consolidated balance sheets. In December 2023, the FASB issued a new standard to improve income tax disclosures. The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard will be effective for us beginning with our annual reporting for fiscal year 2026, with early adoption permitted. We are currently evaluating the impact of this standard on our income tax disclosures. Share Capital Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from shareholders’ equity. F- 10 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 2. Significant accounting policies (continued from previous page) Earnings per share The Company computes basic and diluted earnings per share (“EPS”) in accordance with ASC 260, Earnings per Share. Basic EPS is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the reporting period. Diluted EPS is calculated by adjusting both the numerator and the denominator of the basic EPS calculation for the effects of all potential common shares that are dilutive. Potential common shares include stock options, warrants, and restricted share units (RSUs). These instruments are considered dilutive only when their assumed conversion or exercise would decrease earnings per share or increase loss per share from continuing operations. For the years presented, potential common shares were anti-dilutive due to net losses and therefore were excluded from the diluted EPS calculation. Accordingly, basic and diluted loss per share are the same for all periods. All share and per-share information has been retroactively adjusted to reflect the Company’s 20-for-1 reverse stock split , which was approved by the Board of Directors and implemented in July 16 th , 2025. The reverse stock split did not affect the total shareholders’ equity or par value of the common shares. Share-based payment arrangements Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in Note 9. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the additional paid-in capital. Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. Property and equipment Property and equipment are recorded at cost, net of accumulated depreciation and accumulated impairment losses, if any. Cost includes all expenditures incurred to bring the assets to the location and condition necessary for them to be operated in the manner intended by management. Depreciation is calculated using the following terms and methods: Schedule of estimated useful life of property and equipment Equipment 5 years Straight Line Furniture 5 years Straight Line IT Equipment 3 years Straight Line Leasehold Improvement 5 years Straight Line Laptops 3 years Straight Line An item of equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in profit or loss in the year the asset is derecognized. F- 11 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 2. Significant accounting policies (continued from previous page) Intangible Assets Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Development costs for internally-generated intangible assets are capitalized when all of the following conditions are met: ● The costs attributable to the asset can be measured reliably. ● It is probable that the intangible asset will generate future economic benefits. ● The Company can demonstrate the control and ability to use the intangible asset. The amount initially recognized for internally-generated intangible assets is the sum of the expenditures incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognized, development expenditures are charged to the consolidated statement of operations and comprehensive loss in the period in which the expense is incurred. Intangible assets with finite lives are amortized over the estimated useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the consolidated statements of operations and comprehensive loss and in the expense category that is consistent with the function of the intangible assets. Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. An intangible asset is derecognized upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of operations and comprehensive loss. Cost includes all expenditures incurred to bring the assets to the location and condition necessary for them to be operated in the manner intended by management. Amortization is calculated using the following terms and methods: Schedule of estimated useful life of intangible assets Software 7 years Straight Line Revenue recognition The Company generates its revenue by charging commissions on mortgages that are applied for through the automation and digitalization process that the Company has in place. F- 12 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 2. Significant accounting policies (continued from previous page) Revenue recognition (continued) The Company has adopted ASC 606 (Revenue from Contracts with Customers). The standard provides a single comprehensive model for revenue recognition. The core principle of the standard is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard introduced a new contract-based revenue recognition model with a measurement approach that is based on an allocation of the transaction price. It establishes a five-step model to account for revenue arising from contracts with customers. Under ASC 606, revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring good or services to a customer. The standard requires entities to exercise Judgment, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with customers. The standard also specifies the accounting for incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. Revenue is recognized at an amount that reflects the consideration to which the Company is expected to be entitled in exchange for transferring goods or services to a customer. Rendering of services – The Company hosts an online website, that brokers and agents can utilize to close out deals. The Company’s subsidiary, Pineapple Insurance Inc., generates its revenue by charging commission on for insurance policies and services. Pineapple Insurance is associated with a major insurance company from which it earns commissions for the provision of these services, primarily mortgage insurance. Mortgage insurance is a requirement of each mortgage. Pineapple Insurance has also adopted ASC 606. Typically, Pineapple Insurance is the agent supplying insurance services to the consumer and paid a commission from the premiums collected by the insurance company whose products and services it provides to the end consumer. The Company has five revenue streams: a) Sales Revenue is commission collected from financial institutions with whom it has contracts in place. The company earns revenue based on a percentage of mortgage amount funded between individual referred by the company and financial institutions funding the mortgage. Pineapple Financial Inc. acts as agent in these deals as we provide the platform for other parties to provide services to the end-user. For each contract with a customer, the company identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognizes revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised. The company recognizes revenue when: a contract exists with a lender party and an agent broker, the contract identifies the use of the platform service to close a mortgage deal, the mortgage deal has been closed with the lending financial institution, and commissions paid by the lending financial institution based on various criteria of the mortgage deal including but not limited to interest rates available at that time, term, seasonality, collateral, income, purpose, etc. Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business. Revenue is recognized at the end of the deal upon completion of all the actions listed above. A typical transaction attracts a commission fee payable to Pineapple Financial Inc. b) Subscription Revenue is a flat fee that is charged to the brokers and agents for use of the platform. Revenue is recognized over the service period. c) Underwriting Revenue is a flat fee charged for risk pre-assessment of the deal before it is submitted to the Lender Partner for funding. The flat fee is based on the amount of funded volume being financed in the deal. Revenue is recognized at the end of the deal upon completion of the actions listed in a). d) Sponsorship revenue is received from lenders to promote their brands at company events. Company received the revenue in advance and any unused sponsorship revenue is treated as deferred revenue. e) The Company earns insurance commission revenue through its Pineapple Insurance division, which facilitates the placement of insurance policies with third-party carriers. In evaluating whether the Company acts as a principal or an agent in these arrangements, management considered who controls the insurance product and which party is primarily responsible for fulfilling the policy obligation. The Company concluded that it acts as an agent in these transactions. Insurance carriers determine the premium, underwriting criteria, coverage terms, and assume all associated insurance and claims risk. Pineapple’s role is limited to connecting customers with the insurance provider, collecting required information, and facilitating the policy application process. Because the Company does not control the insurance product before it is transferred to the customer, revenue is recognized on a net basis, representing only the commission retained by the Company after remitting any applicable referral or agent-related amounts. F- 13 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 2. Significant accounting policies (continued from previous page) Impairment of non-financial assets Property and equipment, and intangible assets (other than goodwill) are tested for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. When an indication of impairment is identified, the carrying value of the asset or group of assets is measured against the recoverable amount. The Company evaluates impairments losses, other than goodwill impairment, for potential reversals when events or circumstances warrant such consideration. Principal versus Agent considerations Judgment is required in determining whether the Company is a principal or agent in transactions with the lending financial institutions (“Lender Partner”). The Company evaluates the presentation of revenue on a gross basis, or a net basis based on whether the Company controls the service provided to the end user and are the principal (i.e., “Gross”) or the Company arranges the brokers to provide the service to the end user and are an agent ( i.e., “Net”). This determination impacts the presentation of the commission payable to the brokers. For the transactions with the Lender partner our role is to provide instructions to the brokers on the information required from homeowners to complete a successful mortgage application that would be presented to the Lender partner to review and accept and pay a commission to Pineapple for facilitating a successful mortgage application. The Company concluded that the control of the mortgage application is with brokers as the ultimate information that is to be obtained from the homeowners to provide to the lender partner is controlled by the broker and the Company only facilitates the information transfer from the broker to the Lender partner to obtain mortgage for the homeowner as such the Company is an agent. For insurance-related commissions, the Company also assessed whether it acts as a principal or an agent in transactions with third-party insurance providers. The insurance providers control the key aspects of the insurance product, including the underwriting criteria, pricing of premiums, policy terms, and assumption of all associated risk. The Company’s role is limited to facilitating the referral of clients to the licensed insurance providers and assisting brokers in gathering and transmitting the information required to complete the insurance application process. Because the Company does not control the insurance service before it is transferred to the customer and does not bear underwriting or pricing risk, the Company concluded that it is acting as an agent in these transactions. Accordingly, insurance commissions are presented on a net basis . Provisions A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. The amount of a provision is the best estimate of the consideration at the end of the reporting period. Provisions measured using estimated cash flows required to settle the obligation are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The Company had no material provisions as at August 31, 2025 and 2024. Deferred government grant Government grants are recognized when there is reasonable assurance that the grants will be received and the company will comply with the conditions. The grants is deferred and recognized as a liability and is recognized in the statement of operations and compressive loss over the useful life of the intangible asset. Recently issued and adopted accounting standards : As an “emerging growth company,” as defined under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company is permitted to delay adoption of new or revised accounting pronouncements applicable to public business entities until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period provided under the JOBS Act. Accordingly, the adoption dates discussed below reflect this election. Recently Adopted 1. In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard modifies the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions. The ASU is effective for years beginning after December 15, 2024, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of this standard on its financial statements and disclosures. 2. In March 2024, the FASB issued ASU 2024-01 - Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This standard clarifies whether profits interest and similar awards fall within the scope of stock-based compensation guidance as defined in ASC Topic 718, introducing examples to demonstrate this. The ASU includes scenarios where profits interest awards are classified as equity instruments or liability awards and situations where they fall outside ASC Topic 718, being accounted for under ASC Topic 710. The ASU is effective for years beginning after December 15, 2024, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of this standard on its financial statements and disclosures. 3. In January 2025, the FASB issued ASU 2025-01 - Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This standard amends the guidance issued in 2024 to confirm that all public business entities must present the required expense-disaggregation disclosures in annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. The ASU is effective for years beginning after those dates, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. Because the amendment only affects disclosure timing, the Company does not expect this standard to have a material impact on its financial statements and disclosures. 4. In June 2025, the FASB issued ASU 2025-03 - Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in a Variable-Interest Entity. This standard clarifies that when a business combination is effected primarily by exchanging equity interests and the legal acquiree is a variable-interest entity (“VIE”) that meets the definition of a business, entities must identify the accounting acquirer using the factors in ASC 805-10-55-12 through 55-15, rather than relying solely on the VIE consolidation model. The ASU is effective for years beginning after December 15, 2026, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of this standard on its financial statements and disclosures. F- 14 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 3. Significant accounting judgments, estimates and assumptions The preparation of consolidated financial statements requires the directors and management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The following are the critical estimates and judgments applied by management that most significantly affect the Company’s consolidated financial statements. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Investments (level 3) Where the fair values of financial assets and financial liabilities recorded on the consolidated statements of financial position, cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible; where observable market data is not available, Management’s judgment is required to establish fair values. Expected credit losses (ECL) The Company applies the expected credit loss model to accounts receivable in accordance with ASC 326. Determining the allowance for expected credit losses requires management judgment in assessing historical collection trends, customer creditworthiness, current economic conditions and forward-looking information. Because these factors may change over time, the allowance involves a degree of estimation uncertainty, and actual credit losses may differ from management’s estimates. Share based compensation The Company accounts for share-based compensation in accordance with ASC 718 — Compensation — Stock Compensation. The Company’s share-based awards include stock options and restricted stock units (“RSUs”) granted to directors, officers, and employees. Stock options Certain stock options granted in prior fiscal years contain a service-based vesting period of up to 36 months. The fair value of these options is determined on the grant date using the Black-Scholes option-pricing model, which incorporates assumptions regarding share-price volatility, risk-free interest rates, expected dividend yields, and expected option life. Compensation expense for these awards is recognized on a straight-line basis over the vesting period. During the current fiscal year, the Company granted stock options to directors and employees for services previously rendered. These awards were fully vested at the grant date and therefore did not contain any service or performance vesting conditions. The fair value of these immediately vested options was determined using the Black-Scholes model as of the grant date, and the entire fair value was recognized immediately as share-based compensation expense in the consolidated statements of income and comprehensive income. Restricted stock units (RSUs) RSUs granted during the current fiscal year were also issued in consideration of past services and were fully vested at the date of grant. The fair value of RSUs is based on the market price of the Company’s common shares on the grant date, and the full fair value was recognized as compensation expense immediately upon issuance. The Company records share-based compensation expense separately. For awards that are fully vested upon grant, no estimates of forfeitures, expected terms, or future service periods are required. For any future awards subject to vesting, compensation expense will be recognized on a straight-line basis over the requisite service period. Warrant liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations and comprehensive loss. The warrants are not precluded from equity classification and are accounted for as such on the date of issuance and will be on each consolidated balance sheet date thereafter. As the warrants are equity classified, they are initially measured at fair value (or allocated value). Derivative financial instrument The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations and comprehensive loss. For derivative instruments that are classified as equity, the derivative instruments are initially measured at fair value (or allocated value), and subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. Going concern Preparation of the consolidated financial statement on a going concern basis, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets, including its intangible assets and to meet its liabilities as they become due. F- 15 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 3. Significant accounting judgments, estimates and assumptions (continued) Useful life of Assets Property, plant and equipment Property, plant and equipment are recorded at cost, less accumulated depreciation and impairment losses, if any. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are expensed as incurred, while major renewals and improvements are capitalized. Gains and losses on disposals are recognized in the consolidated statements of operations and comprehensive loss when assets are retired or otherwise disposed of. Management periodically reviews the estimated useful lives of property and equipment to ensure they reflect the assets’ expected economic benefit. No changes in useful life estimates were made during the year ended August 31, 2025. Intangible assets Intangible assets consist primarily of internally developed or acquired software and technology platforms used in the Company’s operations. These assets are amortized on a straight-line basis over their estimated useful lives, which are currently seven years . In June 2024, the Company reassessed the expected economic benefit of certain software assets and increased their estimated useful life from five years to seven years . That change in estimate was accounted for prospectively in accordance with ASC 250 – Accounting Changes and Error Corrections. No further revisions to useful life estimates were made during the fiscal year ended August 31, 2025. The Company evaluates intangible assets for indicators of impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable, in accordance with ASC 350 and ASC 360. No indicators of impairment were identified during the year. Impairment of Non-Current Assets The Company reviews its long-lived assets, including property and equipment and capitalized software development costs, for indicators of impairment in accordance with ASC 360 - Property, Plant, and Equipment and ASC 350 - Intangibles - Goodwill and Other . Significant judgment is required in assessing whether triggering events have occurred and in estimating the recoverable amount of these assets. When indicators of impairment are identified, the Company estimates the asset’s future undiscounted cash flows to determine whether the carrying amount is recoverable. If not recoverable, the impairment loss is measured as the excess of the carrying amount over fair value, which is based on discounted cash flows or other valuation techniques. These estimates require management to make assumptions regarding expected future economic conditions, product performance, technology life cycles, and the useful lives of assets. No impairment charges were recognized during the years ended August 31, 2025 and 2024; however, changes in underlying assumptions may result in material impairment in future periods. 4. Investment The fair value of the Company’s 5 % investment in a private company is determined using Level 3 inputs under ASC 820. Management assesses fair value annually using a market-approach valuation technique, considering factors such as the investee’s financial performance, recent arm’s-length transactions, and comparable private-company multiples. For the years ended August 31, 2025 and 2024, no observable changes in these inputs or in the investee’s financial condition were identified; accordingly, management concluded that the fair value remained unchanged. Any translation differences are recorded through earnings. 5. Property and equipment The Company’s property and equipment consist of equipment, furniture, IT equipment, leasehold improvements and laptops. Schedule of property and equipment Property and equipment Cost Balance, August 31, 2023 $ 349,283 Additions 4,991 Translation adjustment 569 Balance, August 31, 2024 $ 355,576 Disposal ( 6,357 ) Translation adjustment ( 17,342 ) Balance, August 31, 2025 $ 338,234 Accumulated depreciation Balance, August 31, 2023 $ 107,192 Depreciation 87,803 - Translation adjustment 7,971 Balance, August 31, 2024 $ 202,966 Depreciation 82,113 Disposal ( 2,761 ) Translation adjustment ( 8,802 ) Balance, August 31, 2025 $ 276,277 Net carrying value August 31, 2025 $ 61,957 August 31, 2024 $ 152,610 F- 16 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 6. Intangible assets During the current year, the Company capitalized development costs related to internally generated software classified as intangible assets. Schedule of cost and accumulated depreciation Intangible assets Cost Balance, August 31, 2023 $ 2,057,525 Additions 1,112,399 Translation adjustment ( 1,794 ) Balance, August 31, 2024 $ 3,168,130 Additions 944,187 Translation adjustment ( 95,104 ) Balance, August 31, 2025 $ 4,017,213 Accumulated amortization Balance, August 31, 2023 $ 338,571 Amortization 616,532 Translation adjustment 1,252 Balance, August 31, 2024 $ 956,355 Amortization 592,942 Translation adjustment ( 27,857 ) Balance, August 31, 2025 $ 1,521,440 Net carrying value August 31, 2025 $ 2,495,773 August 31, 2024 $ 2,211,775 The estimated amortization expense of definite-lived intangible assets is as follows: Schedule of amortization expense of definite lived intangible assets Year ending August 31, 2026 831,925 2027 831,925 2028 831,924 Total $ 2,495,774 F- 17 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 7. Share capital Authorized share capital The authorized share capital of the Company consists of an unlimited number of common shares with no par value. Schedule of authorized share capital # $ Balance, August 31, 2023 315,349 4,903,031 Issuance of common shares on initial public offering 43,750 3,500,000 Issuance of common share against conversion note 25,094 465,680 Issuance of common shares on equity purchase agreement 37,149 487,491 Share issuance costs - ( 748,063 ) Warrants issued - ( 48,283 ) Balance, August 31, 2024 421,342 8,559,856 Issuance of common shares against S3 19,133 232,708 Issuance of common shares against prefunded warrants 64,200 780,769 Issuance of common share against S1 500,000 834,000 Issuance of common shares against warrants conversion 336,266 1,701,398 Share issuance costs - ( 487,263 ) Balance, August 31, 2025 1,340,941 11,621,468 November 03, 2023 – Initial public offering In the prior fiscal year (2024), the Company completed its initial public offering on the NYSE American, issuing 43,750 common shares for gross proceeds of approximately $ 3.5 million. That offering established the Company’s public listing and provided the foundation for the subsequent financings. November 14, 2024 - Issuance under Form S-3 Offering On November 14, 2024, the Company issued 382,667 common shares (pre-reverse) at $ 0.60 per share, for total gross proceeds of approximately $ 232,708 Following the 1-for-20 reverse stock split implemented in July 2025, this issuance is presented as 19,133 common shares at $ 12.00 per share. January – May 2025 - Exercise of Prefunded Warrants Between January 2025 and May 2025, holders of prefunded warrants exercised 1,284,000 warrants (pre-reverse), resulting in the issuance of 64,200 common shares (post-reverse) for value of $ 780,769 . May 5, 2025 - Form S-1 Offering On May 5, 2025, the Company completed a registered public offering under Form S-1, issuing 10,000,000 common shares (pre-reverse) at $ 0.15 per share (or 500,000 common shares post-reverse) for gross proceeds of approximately $ 1.5 million . In connection with this offering, the Company issued 10,000,000 detachable warrants pre reverse split ( 500,000 detachable warrants after reverse split) each exercisable for one common share at $ 0.15 per share pre-reverse, or $ 3.00 per share post-reverse. These warrants were assessed under ASC 480 and ASC 815, Derivatives and Hedging and determined to require liability classification, as certain settlement features are not indexed solely to the Company’s own stock. The warrant liability was initially recognized at fair value of $ 659,190 on the issuance date using the Black-Scholes option-pricing model and is remeasured at each reporting date, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss. Residual proceeds of $ 834,000 were allocated to common stock within equity, net of issuance costs. July – August 2025 - Warrant Conversions During July and August 2025, a total of 336,266 warrants were exercised at an exercise price of $ 3.00 per share, resulting in the issuance of 336,266 common shares and valuing $ 1,701,398 . Upon exercise, the related portion of the warrant liability was reclassified to equity. Reverse Stock Split On July 16, 2025, the Company effected a 20-for-1 reverse stock split of its issued and outstanding common shares (the “Reverse Split”). As a result of the Reverse Split, every twenty (20) common shares issued and outstanding prior to the effective date were automatically combined into one (1) common share. No fractional shares were issued in connection with the Reverse Split; any fractional entitlements were rounded in accordance with the Company’s governing documents. The Reverse Split did not affect the total shareholders’ equity, the carrying amount of common shares, or the par value of the Company’s common shares. All share, per-share, warrant, option, and RSU figures presented in these consolidated financial statements and accompanying notes have been retroactively adjusted to reflect the Reverse Split for all periods presented. Summary of Share Capital As of August 31, 2025, the Company had 1,340,941 common shares issued and outstanding (August 31, 2024 – 421,342 ) and no preferred shares outstanding. F- 18 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 8. Warrants a) Common Share purchase warrant Schedule of common share purchase warrant # $ Balance, August 31, 2023 82,650 2,922,853 Share-based compensation expense - 33,091 Balance, August 31, 2024 82,650 2,955,944 Share-based compensation expense - 146,870 Balance, August 31, 2025 82,650 3,102,814 b) Warrant Liability As noted in Note 7 above on November 3, 2023, the Company issued 1,313 warrants at an exercise price of $ 80.00 with an expiry date of October 31, 2028 and on May 5, 2025 the Company issued 500,000 warrants at an exercise price of $ 3.00 with an expiry date of May 05, 2030 . As per ASC 815 the instruments did not meet the criteria to be classified as equity instruments as such were classified as a financial liability. Below is the continuity of the warrant liability valuation. The warrants issued on November 3, 2023 were valued using the Black-Scholes method with the share price of $ 37.20 , exercise price of $ 80 , term of 5 years, risk free rate of 3.79 % and volatility of 142 % at issuance and share price of $ 4.02 , exercise price of $ 80 , term of 3.17 years, risk free rate of 3.59 % and volatility of 189 % as at August 31, 2025. The warrants issued in May 2025, were valued using the Black-Scholes method with the share price of $ 2.54 , exercise price of $ 3.00 term of 5 years, risk free rate of 3.95 % and volatility of 170.38 % at issuance and share price of $ 4.02 , exercise price of $ 3.00 , term of 4.72 years, risk free rate of 3.97 %, and volatility of 188.55 % as at August 31, 2025. Schedule of warrant liability # $ Balance at August 31, 2023 - - Issuance of warrants 1,313 48,283 Issuance of warrants related to the convertible debt 50,000 56,701 Change in fair value of warrant liability ( 63,769 ) Fair Value of Warrants at August 31, 2024 51,313 41,520 Change in fair value of expiration of warrants relating to conversion debt ( 50,000 ) ( 23,873 ) Issuance of warrants against S1 500,000 659,190 Conversion of warrants into shares ( 336,266 ) ( 674,914 ) Change in fair value of warrants liability 632,410 Translation adjustment ( 1,580 ) Fair Value of Warrants at August 31, 2025 165,047 632,753 Schedule of estimate fair value of warrant August 31, 2025 August 31, 2024 Weighted average estimated fair value per common share $ 2.63 0.45 Weighted average exercise price of the warrant $ 3.20 2.85 Weighted average expected life of the warrant 4.67 years 0.85 years As at August 31, 2025, the warrants had a weighted-average intrinsic value of $ 1.02 per warrant or total $ 167,008 (August 31, 2024 – $ nil ). c) Pre-funded warrant Schedule of pre-funded warrant # $ Pre-funded warrant issued November 13, 2024 64,200 780,769 Conversion of warrants into shares 64,200 780,769 Balance, August 31, 2025 - - The purchase price of each Pre-Funded Warrant was $ 11.998 (Pre-reverse split $ 0.5999 ), which is equal to the price per share at which the Shares are being sold, minus $ 0.002 (Pre-reverse split $$ 0.0001 ), the exercise price of each Pre-Funded Warrant. During the period, 64,200 (Pre-reverse split 1,284,000 ) pre-funded warrants were exercised and converted into the common shares of the Company. During the fiscal year, the Company recorded $ 216,856 in expenses attributable to underwriter commissions and legal fees associated with the issuance of the prefunded warrants. F- 19 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2024 and 2023 (Expressed in US Dollars) 9. Share-based benefits reserve The Company maintains two equity-based compensation plans, the 2021 Legacy Plan and the 2022 Omnibus Plan, designed to attract, retain, and motivate qualified directors, officers, employees, and consultants whose contributions are important to the Company’s success by offering them an opportunity to participate in the Company’s future performance through share-based awards. Each stock option granted under the plans entitles the holder to acquire one common share of the Company upon exercise. No amounts are payable by the recipient on receipt of the option. The options carry no dividend or voting rights and may be exercised at any time after vesting and before their expiry date. The total number of common shares reserved for issuance under the plans is limited to 10 % of the Company’s issued and outstanding common shares at any given time. On June 14, 2021, the Company granted stock options that vest over a two-year period, with 25% vesting on the grant date and the remaining unvested options vesting in equal six-month instalments thereafter. The fair value of these options at the grant date was $ 1,317,155 . No stock-based compensation expense was recognized in relation to these grants for the years ended August 31, 2025 and August 31, 2024. During the year ended August 31, 2025, pursuant to a Board of Directors resolution dated July 16, 2025, the Company approved the issuance of 46,437 Restricted Share Units (RSUs) for a value of $ 88,136 under the 2022 Omnibus Plan and 73,570 stock options for a value of $ 146,870 , under the 2021 Legacy Plan. The options were granted with an exercise price equal to the fair market value of the Company’s common shares on the grant date, $ 1.30 per share. Company is in process of issuing 46,437 shares against the RSUs. These RSUs and options were granted in recognition of the recipients’ past performance and contributions and were therefore fully vested upon grant, with no remaining service or vesting conditions. The RSUs were valued at the market price of the Company’s common shares on the grant date, and the stock options were valued using the Black-Scholes option-pricing model. As a result of these grants, the Company recognized a stock-based compensation expense of $ 235,006 during the year ended August 31, 2025, $ Nil during the year ended August 31, 2024. The following reconciles the options outstanding at the beginning and end of the period that were granted to eligible participants pursuant to the Plan: Schedule of options outstanding granted August 31, 2025 August 31, 2024 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price # $ # $ Balance, beginning of year 28,284 74.40 28,284 74.40 Granted during the year 73,570 1.30 - - Balance as at year end 101,854 28.08 28,284 74.40 Exercisable as at year end 101,854 28.08 28,284 74.40 As of August 31, 2025, all outstanding stock options were fully vested and exercisable, including those granted during the year with a contractual term of ten ( 10 ) years from the grant date (expiring July 16, 2035 ). The weighted-average remaining contractual life of all options outstanding was approximately 7.35 years (August 31, 2024 – 1.8 years). The aggregate intrinsic value of options outstanding at year-end was approximately $ 200,110 , based on the closing market price of $ 4.02 per share. F- 20 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 10. Right-of-use asset and lease liability The Company leases all of its office premises in Ontario and British Columbia, Canada under non-cancellable operating lease arrangements accounted for under ASC 842 — Leases. Ontario Offices The Company’s head office premises in Ontario comprise approximately 4,894 square feet under a lease that was extended to January 1, 2030. In addition, during fiscal 2024 the Company acquired 8,368 square feet of adjacent space from the same landlord, with the new lease also expiring on January 1, 2030 . The combined total area occupied in Ontario is 13,262 square feet. For purposes of measuring the related lease liability and right-of-use asset under ASC 842, the Company applied an incremental borrowing rate (“IBR”) of 6 %, which reflects the Company’s estimated cost of borrowing on a secured basis over a similar term. British Columbia Office (Lease Surrender) On May 29, 2023, the Company entered into a lease for 1,454 square feet of office space located at Unit 601 – 2950 Glen Drive, Coquitlam, British Columbia , for a 5 five-year term commencing August 1, 2023 and originally expiring July 31, 2028 . Subsequently, pursuant to a Lease Surrender Agreement with the landlord (RPMG Holdings Ltd.) dated August 21, 2025, the Company agreed to surrender and terminate the lease effective July 31, 2025. Under the terms of the agreement, the Company paid a surrender fee of $ 24,875 plus GST, and the security deposit was forfeited to the landlord in full settlement of all obligations under the lease. Lease Surrender Agreement The surrender resulted in a derecognition (“deletion”) of the associated right-of-use asset and corresponding lease liability in fiscal 2025, with no material gain or loss recognized. The following schedule shows the movement in the Company’s right-of-use asset: Schedule of right-of-use asset Right-of-use asset Cost Balance, August 31, 2023 $ 1,177,721 Translation adjustment ( 42,737 ) Balance, August 31, 2024 1,134,984 Derecognition of asset ( 139,723 ) Translation adjustment ( 28,716 ) Balance, August 31, 2025 $ 966,545 The right-of-use asset is being depreciated on a straight-line basis over the remaining lease term. Accumulated Depreciation Balance, August 31, 2023 $ 217,344 Depreciation 134,508 Translation adjustment ( 45,542 ) Balance, August 30, 2024 $ 306,310 Depreciation 187,048 Derecognition of asset ( 54,337 ) Translation adjustment ( 2,639 ) Balance, August 31, 2025 $ 436,382 Carrying Amount August 31, 2025 $ 530,163 August 31, 2024 $ 828,674 F- 21 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 10. Right-of-use asset and lease liability (continued) The following schedule shows the movement in the Company’s lease liability during the year: Schedule of lease liability August 31, 2025 August 31, 2024 Balance, beginning of year $ 977,107 $ 1,107,961 Derecognition of lease ( 85,151 ) - Interest Expense 51,431 62,604 Lease payments ( 206,185 ) ( 196,703 ) Translation Adjustment ( 37,242 ) 3,245 Balance, end of year $ 699,959 $ 977,107 Current 138,859 161,508 Non-Current 561,100 815,599 $ 699,959 $ 977,107 The following table provides a maturity analysis of the Company’s lease liability. The amounts disclosed in the maturity analysis are the contractual undiscounted cash flows before deducting interest or finance charges: Schedule of maturity lease liability 2026 175,823 2027 175,756 2028 186,840 2029 194,757 2030 81,149 Total lease liability $ 814,325 F- 22 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 11. Expenses The following table provides a breakdown of the selling, general and administrative: Schedule of selling, general and administrative expenses August 31, 2025 August 31, 2024 Year ended August 31, 2025 August 31, 2024 $ $ Software Subscription 747,234 898,870 Office and general 206,180 199,756 Professional fees 291,084 414,482 Dues and Subscriptions 612,476 269,106 Rent 210,206 207,560 Consulting fees 58,890 62,598 Travel 33,288 160,643 Donations 788 7,449 Lease expense 1,805 71,148 Insurance 91,993 90,613 Selling, general and administrative 2,253,944 2,382,225 12. Related party transactions and balances Compensation of key management personnel includes the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer: Schedule of related party transactions August 31, 2025 August 31, 2024 $ $ Salaries, Wages and benefits 582,734 776,278 Share-based compensation 161,994 - Chief Strategy Officer resigned on March 07, 2025. F- 23 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 13. Deferred government grant Government grants are recognized when there is reasonable assurance that the grants will be received and the company will comply with the conditions. The grants is deferred and recognized as a liability and is recognized in the statement of operations and compressive loss over the useful life of the intangible asset. The Company previously qualified for the Government of Canada Scientific Research and Experimental Development (“SR&ED”) program, which provides refundable tax incentives for eligible research and development activities performed in Canada. The Company’s eligibility under the SR&ED program ceased on November 3, 2023. All SR&ED claims and related receivables were fully recognized in prior fiscal years, and no additional accruals, recoveries, or claims were recorded during the year ended August 31, 2025. As disclosed in prior years, a portion of the SR&ED proceeds received related to expenditures that had been capitalized as internally generated software. Accordingly, the related government incentive continues to be recognized as deferred income and is amortized to income over the useful life of the associated intangible assets in accordance with the Company’s accounting policy. The Company does not expect any further SR&ED recoveries in future periods. 14. Risk management arising from financial instruments a) Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company’s primary exposure to credit risk arises from cash balances held with financial institutions and trade receivables, which consist almost entirely of subscription fees billed to mortgage agents and brokerages. The Company manages this risk by holding cash only with major Canadian financial institutions and by monitoring the creditworthiness, payment history, and aging profile of all subscription receivables. Trade receivables are short-term in nature and generally collected within 30 to 60 days. The Company considers receivables past due when they exceed 60 days outstanding, and impaired when they exceed 90 days with no reasonable expectation of recovery. In accordance with ASC 326 – Current Expected Credit Losses (“CECL”), the Company applies a lifetime expected credit loss model to trade receivables. Expected credit losses are estimated using a combination of historical loss rates, aging analysis, forward-looking information, and specific identification of high-risk accounts. Given the Company’s business model and the nature of subscription-based fees, historical credit losses have been limited; however, the Company recognized a material ECL provision and related write-offs during fiscal 2025, reflecting an increase in past-due accounts and a more conservative application of the CECL model. Accounts Receivable Aging As of each reporting date, the Company monitors the aging of trade receivables as follows: ● Current (0–60 days) ● Past Due (61–90 days) ● Impaired (>90 days) 2025 Schedule of Accounts receivable Aging 0-30 days 30-60 days 60-90 days 90 plus days Total Receivables $ 31,400 7,270 35,503 64,163 138,336 Other receivable 2,411 - - - 2,411 Less: Expected credit loss - - - ( 48,524 ) ( 48,524 ) Total 33,811 7,270 35,503 33,811 92,223 2024 0-30 days 30-60 days 60-90 days 90 plus days Total Receivables $ 17,966 6,652 2,388 33,942 60,948 Other receivables 94,276 - - - 94,276 Less: Expected credit loss - - - - - Total 112,242 6,652 2,388 33,942 155,224 The maximum exposure to credit risk as of August 31, 2025 is the carrying amount of cash and trade receivables on the consolidated balance sheet. Despite the increase in ECL during the year, management believes overall credit risk remains moderate and manageable, given the Company’s diversified customer base and the short-term nature of its receivables. The following table provides expected credit loss during the year: Schedule of credit loss Year ended August 31, 2025 August 31, 2024 $ $ Opening balance - - Increased during the year 48,524 - Closing balance at year end 48,524 - b) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company does not have any variable interest-bearing debt. c) Liquidity risk Liquidity risk is the risk that the Company may be unable to meet its financial obligations as they become due. The Company manages this risk by monitoring actual and forecasted cash flows on an ongoing basis and assessing available sources of financing, as further described in the Going Concern discussion in Note 1. As at August 31, 2025, the Company’s contractual payment obligations are as follows: Schedule of contractual payment obligations Fiscal Year 2026 2027 2028 2029 2030 $ $ $ $ $ Lease payments 175,823 175,756 186,840 194,840 81,149 Accounts payable 2,125,160 - - - - Loan from directors 629,120 - - - - Warrant liability 632,753 - - - - Total 3,562,856 175,756 186,840 194,840 81,149 Management believes that these obligations can be met through existing working-capital resources, expected operating cash flows, and planned financing initiatives. d) Management of capital The Company’s objective of managing capital, comprising of shareholders’ equity, is to ensure its continued ability to operate as a going concern. The Company manages its capital structure and makes changes to it based on economic conditions. Management and the Board of Directors review the Company’s capital management approach on an ongoing basis and believe this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements. The Company’s capital management objectives, policies and processes have remained unchanged during the year ended August 31, 2025. e) Foreign currency risk The Company’s operations and revenues are primarily denominated in Canadian dollars (“CAD”), which is also the functional currency of all of its subsidiaries. Accordingly, day-to-day operating exposure to foreign currencies is limited. However, the Company does incur foreign currency risk from certain USD-denominated transactions, including balances held in USD bank accounts and select vendor payments made in USD. These items can give rise to realized and unrealized foreign exchange gains or losses, which are recorded in the consolidated statements of operations. In addition, the Company is required to translate its CAD-denominated financial statements into U.S. dollars (“USD”) for SEC reporting. This translation process may result in period-to-period fluctuations in reported assets, liabilities, revenues, and expenses due to changes in the CAD-USD exchange rate. These translation adjustments do not affect the Company’s underlying cash flows or economic performance. Given the Company’s limited operating exposure to foreign currencies, management does not currently utilize foreign exchange derivatives to manage this risk. F- 24 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 15. Commitments and contingencies In the ordinary course of operating, the Company may from time to time be subject to various claims or possible claims. Management believes that there are no claims or possible claims that if resolved would either individually or collectively result in a material adverse impact on the Company’s financial position, results of operations, or cash flows. These matters are inherently uncertain, and management’s view of these matters may change in the future. See note 10 related to lease commitments. 16. Revenue Schedule of deferred revenue August 31, 2025 August 31, 2024 Year ended August 31, 2025 August 31, 2024 $ $ Gross billing 17,431,300 16,264,172 Commission expense 15,826,657 14,895,885 Revenue 1,604,644 1,368,287 Subscription revenue 750,042 738,697 Insurance 197,852 - Sponsorship revenue 220,923 107,741 Underwriting revenue 125,828 153,757 Other revenue 87,535 320,505 Total revenue 2,986,823 2,688,987 The Company generates revenue primarily from mortgage brokerage activities, subscription fees, underwriting services, and ancillary technology-enabled services. Revenue is disaggregated by geographic region based on the location of the customer. For the fiscal years ended August 31, 2025 and August 31, 2024, all revenue was earned in Canada, as the Company operates exclusively within the Canadian mortgage market and has no foreign revenue-generating operations. 17. Loan from directors During the year ended August 31, 2025, the Company entered into unsecured loan agreements with its directors and shareholders, for total proceeds of $ 608,940 loans bear interest at 12 percent per annum, are non-compounding, and are repayable after filling of S1 registration statement filling in December 2025. The loans are unsecured and may be repaid at any time without penalty. Total interest during the year was $ 48,570 . As of August 31, 2025, the outstanding principal and accrued interest are included in loans payable within current liabilities. Management believes the terms of these loans are consistent with those available in arm’s-length commercial transactions. 18. Convertible loan On May 10, 2024, the Company issued an unsecured convertible debt (‘debt”) of $ 300,000 carrying a two 2 -year term with interest on the outstanding principal amount from the date of issuance accrued at the rate of 8 % per annum. The Company also issued 50,000 (pre-reverse split - 1,000,000 ) warrants with exercise price of $ 5 in connection with the convertible debt (Note 8). The Company has an option to prepay the loan prior to the maturity date subject to a prepayment fee of $ 75,000 . The conversion price of the debt shall equal to 75 % of the volume weighted average price (VWAP) on the trading day immediately preceding the conversion date. The conversion feature of the note was not clearly and closely related to the debt and should be recognized as a derivative liability. The Company determined that the estimate fair value of the derivative liability is $ 76,543 . The prepayment option was not clearly and closely related to the debt and should be recognized a derivative liability. The Company determined the estimated fair value of the prepayment option to be $ nil . The Company incurred debt issuance cost of $ 94,687 which was applied against the principal of the debt. The debt component of the convertible debt was valued using the effective interest method, based on an estimated effective interest of 46 %. During the year ended August 31, 2024, the Company incurred interest of $ 4,411 recognized in interest expense in the consolidated statement of operations and comprehensive loss accretion expense of $ 223,059 recognized in the consolidated statement of operations and comprehensive loss. The convertible note was converted into shares in July 2024. Company issued 25,094 (Pre-reverse split - 501,874 ) shares against the convertible note and the accrued interest thereon. F- 25 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 19. Income taxes The reconciliation of the combined federal and state income tax rate of 26.5% (202 4 – 26.5%) to the effective tax rate is as follows: Schedule of federal and state income tax rate August 31, 2025 August 31, 2024 $ $ (Loss) before recovery of income taxes ( 3,638,465 ) ( 4,102,659 ) Expected income tax (recovery) expense ( 964,193 ) ( 1,087,200 ) Non-deductible expenses 265,113 112,110 Share issuance cost booked directly to equity ( 129,125 ) ( 219,330 ) Valuation Allowance 828,205 1,194,420 Income tax expense (recovery) - - Deferred income taxes The following table summarizes the component of deferred tax Schedule of deferred income taxes August 31, 2025 August 31, 2024 $ $ Deferred tax assets Intangible assets 210,730 54,750 Property, plant and equipment 9,760 - Finance lease liabilities 185,489 258,930 Convertible debentures - 6,550 Investments 3,972 5,240 Share issuance costs 299,391 413,950 Operating tax losses carried forward 3,419,095 2,633,950 SR&ED Pool from T661 271,748 271,750 Charitable donations carryforward 28,216 28,010 Deferred income tax assets 4,428,402 3,673,130 Valuation allowance ( 4,287,909 ) ( 3,440,100 ) Total net deferred tax assets 140,493 233,030 Deferred tax liabilities Property, plant and equipment - ( 13,430 ) Right of use assets ( 140,493 ) ( 219,600 ) Total deferred tax liability ( 140,493 ) ( 233,030 ) Net deferred tax liability - - The Canadian operating tax loss carry forward expire in 2045. The remaining deductible temporary differences may be carried forward indefinitely. The Company has adopted the provisions of ASC 740-10, which clarifies the accounting for uncertain tax positions. ASC 740-10 requires that the Company recognize the impact of a tax position in its financial statements if the position is more likely than not to be sustained upon examination based on the technical merits of the position. For the year ended August 31, 2025, the Company had no material unrecognized tax benefits, and based on the information currently available, no significant changes in unrecognized tax benefits are expected in the next 12 months. F- 26 Pineapple Financial Inc. Notes to the Consolidated Financial Statements For the years ended August 31, 2025 and 2024 (Expressed in US Dollars) 20. Other Income During the year, the Company recorded other income from the sale of certain insurance book assets, representing proceeds received for transferring renewal rights and related customer relationships. The Company has no ongoing obligations following the transfer. 21. Subsequent events Subsequent to August 31, 2025, the Company entered into several material financing and digital-asset transactions. Management has evaluated these events in accordance with ASC 855, Subsequent Events , and determined that they represent non-recognized subsequent events requiring disclosure but no adjustment to the consolidated financial statements as of and for the year ended August 31, 2025. a) Injective Digital Asset Treasury Initiative On September 2, 2025, the Company entered into a Securities Purchase Agreement with certain accredited investors to issue 24,642,700 subscription receipts at an offering price of $ 3.80 per subscription receipt, with respect to certain purchasers, and $ 4.16 per subscription receipt, with respect to certain purchasers. The private placement closed on September 4, 2025, raising approximately $ 100 million in aggregate proceeds consisting of cash and Injective (INJ) tokens, all of which are held in escrow pending satisfaction of specified escrow release conditions under the Subscription Receipt Agreement. On October 31, 2025, shareholders approved the issuance of the underlying common shares. The Company is preparing a registration statement on Form S-1 to register the resale of approximately 25.7 million shares, including those issuable upon exercise of associated warrants. Escrowed funds will be released upon SEC effectiveness of the registration statement and NYSE American approval of listing of the underlying shares. b) Voltedge Loan Facility On September 15, 2025, the Company executed a Master Loan and Security Agreement with Voltedge Finance Inc., providing for a revolving credit facility of up to $ 15.0 million. As of November 2025, $ 11.8 million had been drawn under the facility and invested in INJ tokens as part of the Company’s digital-asset treasury strategy. The facility is secured by a corporate guarantee from Coopers Financial Group and pledges over certain digital-asset holdings. c) White Lion Equity Line of Credit (ELOC) On September 4, 2025, the Company entered into a Common Stock Purchase Agreement with White Lion Capital LLC, establishing an equity line of credit of up to $ 250 million. The agreement allows the Company, at its discretion, to issue and sell common shares over a 24-month period, subject to volume and pricing limitations. As of the date of issuance of these consolidated financial statements, no shares have been issued, and the arrangement has not yet been registered with the SEC. c) Warrants Expiry Subsequent to year-end, 82,650 warrants originally issued in connection with the Company’s prior financing arrangements reached their contractual maturity date on November 3, 2025, which was two years following the defined liquidity event. In accordance with the terms of the warrant agreements, these warrants expired unexercised and are no longer outstanding as of that date. No cash settlement or further obligation arose to the Company upon expiry. Management concluded that these transactions occurred after year-end and therefore did not require adjustment to the accompanying consolidated financial statements. The Company will continue to monitor subsequent developments related to the escrow releases, SEC registration processes, and loan facility utilization for disclosure in future filings. F- 27 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in City of North York, Province of Ontario, Canada on December 3, 2025. PINEAPPLE FINANCIAL INC. By: /s/ Shubha Dasgupta Shubha Dasgupta Chief Executive Officer By: /s/ Sarfraz Habib Sarfraz Habib Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Shubha Dasgupta Chief Executive Officer December 03, 2025 Shubha Dasgupta (Principal Executive Officer) /s/ Sarfraz Habib Chief Financial Officer December 03, 2025 Sarfraz Habib (Principal Accounting and Financial Officer) /s/ Kendall Marin President; Chief Operating Officer; and Director December 03, 2025 Kendall Marin /s/ Drew Green Chairman of the Board December 03, 2025 Drew Green /s/ Paul Baron Director December 03, 2025 Paul Baron /s/ Tasis Giannoukakis Director December 03, 2025 Tasis Giannoukakis 68