Sono Group N.V. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report, our management team, with the participation of our principal executive officer and principal financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer concluded that, due to the unremediated material weakness in our internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of December 31, 2025. Management ’ s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Our management assessed the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. 65 In previous years' audits, the material weaknesses that were identified relate to: (i) a lack of consistent and proper application of processes and procedures; (ii) the design and operating effectiveness of information technology general controls for information systems that are significant to the preparation of our consolidated financial statements; (iii) a lack of review and supervision; (iv) the sufficiency of resources with an appropriate level of technical accounting and SEC reporting experience; and (v) clearly defined control processes, roles and segregation of duties within our finance and accounting functions. In light of the Companies’ successful emergence from their respective Self-Administration Proceedings and the restructuring/recapitalization of our businesses, we are currently planning measures to remedy such material weaknesses. Beginning January 1, 2025, the planned remedial measures began with the hiring of additional accounting staff and the appointment of a new chief financial offer who possess the requisite skills to address technical accounting and reporting issues and implement processes that include taking steps to improve our controls and procedures. We continue to devote attention to remediating the aforementioned deficiencies and specifically have incorporated automated and software-based accounting tools, engage third parties to support our internal resources related to accounting and internal controls, implement ongoing internal training for our accounting and finance teams and continue to invest in our finance IT systems. However, as of December 31, 2025, we are still in the process of remediating the previously identified material weaknesses. Based upon the above evaluation, management, including our Chief Executive Officer and Chief Financial Officer, concluded that our internal control over financial reporting was not effective as of December 31, 2025, due to the presence of multiple material weaknesses as described above. Notwithstanding these material weaknesses, our management, based on the substantial work performed, concluded that our consolidated financial statements for the periods covered by and included in this Annual Report are fairly stated in all material respects in accordance with U.S. GAAP. Attestation Report of the Registered Public Accounting Firm This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm because, as an “emerging growth company”, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting. Limitations on Effectiveness of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. 66 Item 9B. Other Information. During the quarter ended December 31, 2025, none of our directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Items 408(a) and (c) of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 67 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers We have a two-tier board structure consisting of a management board (bestuur) and a supervisory board (raad van commissarissen). Supervisory Board Our supervisory board is currently composed of three members. Our supervisory board may adjust the number of supervisory board members from time to time. Our supervisory board members do not have a retirement age requirement under our articles of association. Set forth below are the names and certain information about each of the members of our supervisory board as of the date of this Annual Report. Biographical information for each supervisory board member is included below the table. Name Positions and Offices Held Term Served Year in which Term Expires Age David Dodge Supervisory Board Member 2024 - Present 2026 51 Christopher Schreiber Supervisory Board Member 2024 - Present 2026 61 Owen May Supervisory Board Member 2024 - Present 2026 67 David A. Dodge was appointed as an independent member of our supervisory board on January 31, 2024. Mr. Dodge is an independent financial consultant providing corporate finance, accounting and SEC compliance services to public and private companies around the globe. Since 2007, Mr. Dodge has acted as a chief financial officer and provided financial accounting, reporting and compliance services for multiple public and private companies in the U.S., Canada, England and China. Mr. Dodge also supervised and authored dozens of forensic due diligence investigative reports on Chinese companies in a variety of industries. He has also provided expert witness and expert consultant services in nearly 40 separate litigation proceedings on a variety of financial topics, including due diligence standard of care for underwriters (in transactions including IPOs, equity follow-on offerings and debt offerings), mergers & acquisitions and private equity and venture capital investments; customary practices in the investment banking industry; and customary practices in the private equity and venture capital businesses. Mr. Dodge previously served as Chief Financial Officer of NeoMedia Technologies, Inc. from 2002 through 2007, and held various finance-related positions with NeoMedia from 1999 to 2002. Before NeoMedia, he was an auditor with Ernst & Young LLP from 1997 to 1999. Mr. Dodge holds a B.A. in Economics from Yale University and an M.S. in Professional Accounting from the University of Hartford (CT). Christopher Schreiber was appointed as an independent member of our supervisory board on January 31, 2024. Mr. Schreiber has over three decades of experience in the securities industry. His expertise is demonstrated by his previous executive roles, notably as Executive Chair of the board of directors at Akers Bio and as a Board Member at MyMD Pharmaceuticals, Inc. (NASDAQ: MYMD). His role as Managing Director of Capital Markets at Taglich Brothers, Inc. highlights his extensive experience in capital markets, deal structuring and syndication. Prior to his engagement at Taglich Brothers, Mr. Schreiber served on the board of directors of Paulson Investment Company, an investment banking firm. In addition to his financial career, Mr. Schreiber contributes to athletic and youth development as a director and partner at Long Island Express North, an elite lacrosse training organization, and as a volunteer board member for Fox Lane Youth Lacrosse. He is a graduate of Johns Hopkins University with a Bachelor’s Degree in political science. 68 Owen May was appointed as an independent member of our supervisory board on November 7, 2024. Mr. May is a dynamic and results-driven executive with over three decades of experience in financial advisory, mergers & acquisitions and strategic business development. As the Chief Executive Officer and founder of MD Global Partners, Mr. May has consistently delivered growth through innovative financial strategies and capital market expertise. Under his leadership, the firm has become a leading financial services company, specializing in capital raising, corporate restructuring and M&A advisory. Since founding MD Global Partners in 2005, Mr. May has spearheaded the company’s expansion into new markets and overseen significant revenue growth. In addition to his role at MD Global Partners, Mr. May serves as a Board Director for organizations such as Syredix Bio, Curzon Energy PLC and the New York Society for the Prevention of Cruelty to Children (NYSPCC). He is also an Emeritus member of the Board of Visitors at the Fuqua School of Business, Duke University and a member of the President's Council at the University of Miami. Mr. May holds a Bachelor’s Degree in biology from the University of Miami and a Master’s of Business Administration from Duke University’s Fuqua School of Business. Our Executive Officers Set forth below are the names and certain information about each of our executive officers as of the date of this Annual Report. Biographical information for each executive officer is included below the table. Name Positions and Offices Held Term Served Year in which Term Expires Age Kevin J. McGurn (1) Chief Executive Officer 2025 - Present N/A 53 Martin Scott Calhoun Chief Financial Officer 2024 - Present N/A(2) 61 (1) Mr. McGurn was nominated by the Company’s supervisory board to serve as Chief Executive Officer, effective September 9, 2025, after our previous CEO, George G. O’Leary, voluntarily provided his notice of resignation as Chief Executive Officer, effective September 9, 2025. Mr. O’Leary remained the Company’s sole statutory managing director (sole member of the management board) through December 31, 2025. Accordingly, following Mr. O’Leary’s resignation as statutory managing director effective December 31, 2025, and pursuant to Article 17.4 of the Company’s articles of association, the supervisory board temporarily designated Mr. McGurn to be charged with the management of the Company until a general meeting of shareholders can formally appoint him as a managing director. (2) On December 30, 2024, Mr. Calhoun was appointed the Chief Financial Officer of the Company on a preliminary basis, subject to termination by either party upon 30 days’ prior notice. Kevin John McGurn has served as the Chief Executive Officer of the Company on a full-time basis since September 9, 2025. He has over 25 years of leadership experience across media, streaming, advertising technology and revenue operations. Prior to joining the Company, Mr. McGurn founded McGurn Advisors, LLC in November 2024, where he has served as an executive advisor and consultant to media and technology companies on revenue strategy, business optimization and M&A-related initiatives. From October 2023 to November 2024, Mr. McGurn served as Vice President, Head of Sales, Marketing & Distribution at T-Mobile USA, where he led advertising solutions revenue initiatives and supported diligence on acquisitions in the programmatic advertising space. From 2017 to 2023, Mr. McGurn served as President, Sales & Distribution (Chief Sales Officer) of Vevo, LLC, where he led the company’s sales, distribution and commercial transformation across multiple geographies. Previously, he held senior revenue leadership roles including Head of Sales at Fullscreen & Otter Media (2015–2017), Global Chief Revenue Officer at Shazam (2013–2014), and Senior Vice President, Advertising Sales at Hulu (2007–2013), where he was part of the early team that built Hulu’s advertising business. Earlier in his career, Mr. McGurn also held advertising sales leadership roles at NBC Universal and other digital advertising companies. Mr. McGurn holds a B.A. in History from Ohio Wesleyan University. Martin Scott Calhoun has served as the Chief Financial Officer of the Company since December 30, 2024. Mr. Calhoun is the founder of Cross Roads Consulting, LLC, established in December 2008, where he provided outsourced CFO services and technical accounting support for public companies, including SEC filings, financial modeling and valuation analyses. Previously, he held senior roles including Director of Financial Planning and Analysis at NeoMedia Technologies and Assistant Director of Finance at Tampa Sports Authority, overseeing financial reporting, regulatory compliance and audits. Mr. Calhoun is a Certified Public Accountant (CPA), Certified Valuation Analyst (CVA) and holds an MBA. He began his career as an auditor with Pannell Kerr Forster, CPAs. 69 Corporate Governance Director Independence Each of the members of our supervisory board, consisting of David Dodge, Christopher Schreiber and Owen May, is an “independent director” for purposes of the Nasdaq listing standards and Rule 10A-3(b)(1) under the Exchange Act, as the term relates to membership on the supervisory board and the various committees of the supervisory board, and which is defined generally as a person other than an executive officer or employee of Sono N.V. or the Subsidiary or any other individual having a relationship, which, in the opinion of our supervisory board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our independent directors have regularly scheduled meetings at which only independent directors are present. Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Any affiliated transactions must be approved by a majority of our independent and disinterested directors. Family Relationships There are no family relationships among any of our executive officers or directors. Code of Business Conduct and Ethics We have adopted a code of business conduct and ethics which outlines the principles of legal and ethical business conduct under which we will do business. The code of business conduct and ethics includes a provision that provides for a process by which employees, officers and supervisory board members can report potential irregularities. The code of business conduct and ethics also provides protection from retaliation or discrimination by the Company against whistleblowers due to reporting issues relating to compliance with applicable laws and regulations. This code applies to all of our employees, officers and supervisory board members. Our code of business conduct and ethics is available on our website at https://ir.sonomotors.com/static-files/00c5ecac-444c-471f-b3d9-58d10d8788c5 . Our website and its contents are not incorporated into this Annual Report. We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of business conduct and ethics on our website rather than by filing a Current Report on Form 8-K. Insider Trading Policies and Procedures The Company has adopted an insider trading policy and procedures governing the purchase, sale and/or other dispositions of the Company’s securities that applies to all supervisory board members, officers, employees and certain other persons, as well as to the Company and the Subsidiary. It is also the Company’s policy to take appropriate steps to comply with applicable federal and state securities laws and regulations, as well as applicable Nasdaq Capital Market standards, when the Company engages in transactions in the Company’s securities. The Company believes that its insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations applicable to the Company. A copy of the Company’s insider trading policy is attached as Exhibit 19.1 to this Annual Report. Number and Terms of Office of Officers and Directors As of the date of this Annual Report, (i) the supervisory board is comprised of three supervisory directors, all of whom are non-employee directors and are independent and (ii) the management board is comprised of one managing director. The supervisory board has the authority to nominate candidates for the supervisory board, with such authority delegated to the nomination and corporate governance committee, which shall act in accordance with its charter. The nomination and corporate governance committee does not have a formal policy with respect to candidates recommended by shareholders. The supervisory board may consider or decline to consider a candidate if it determines doing so is in the best interest of the Company. If the nomination and corporate governance committee approves a candidate for further review, they will establish an interview process for the candidate. The nomination and corporate governance committee will also take into consideration the candidate’s personal attributes, including, without limitation, personal integrity, loyalty, ability to apply sound and independent business judgment, awareness of a supervisory board member’s vital role in our good corporate citizenship and image, time available for meetings and consultation on our matters and willingness to assume broad, fiduciary responsibility. Our management board members and supervisory board members are appointed by the general meeting on the basis of a binding nomination prepared by our supervisory board which can only be overruled by a two-thirds majority of votes cast representing more than half of our issued share capital. Our management board members and supervisory board members may only be dismissed by the general meeting by a two-thirds majority of votes cast representing more than half of our issued share capital (unless the dismissal is proposed by the supervisory board, in which case a simple majority of the votes cast would be sufficient). Members of the management board can be dismissed or suspended by the supervisory board at any time. Supervisory Board Committees The committees of the supervisory board consist of an audit committee, a compensation committee, and a nomination and corporate governance committee, each of which has the composition and the responsibilities described below. Audit Committee The audit committee currently consists of the entire supervisory board, with Mr. Dodge serving as chairperson. The audit committee assists the supervisory board in, among other things: ● overseeing the Company’s accounting, financial reporting and internal controls processes; ● overseeing the Company’s compliance with legal and regulatory requirements, as well as the operation of the code of business conduct and ethics and other internal policies; ● overseeing the selection, qualifications, independence and performance of the Company’s independent registered public accounting firm; and ● pre-approving of all permitted non-audit services to be performed by the independent registered public accounting firm. 70 The audit committee has the authority to retain independent counsel and advisors to assist in carrying out its responsibilities. Each member of the audit committee is an “independent director” as defined in the Nasdaq Listing Rules and meets the independence criteria set forth in Rule 10A-3(b)(1) under the Exchange Act. The supervisory board has determined that each member of the audit committee is financially literate in accordance with the Nasdaq Listing Rules and is able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. The supervisory board has also determined that at least one member of the audit committee has past employment experience in finance or accounting, and that Mr. Dodge qualifies as an “audit committee financial expert,” as such term is defined in the rules of the SEC. A copy of the Company’s audit committee charter is posted on the “Investor Relations” section of our website at https://ir.sonomotors.com/ . Compensation Committee The compensation committee currently consists of the entire supervisory board, with Mr. Schreiber serving as chairperson. The compensation committee assists the supervisory board in, among other things: ● reviewing and evaluating our compensation policy and benefits policies generally, including the review and recommendation of incentive-compensation and equity-based plans, as well as the compensation of our Chief Executive Officer and other executive officers; ● submitting proposals to the supervisory board concerning changes to our compensation policy, as relevant; ● submitting proposals to the supervisory board concerning the compensation of our executive officers and managing directors, at least covering: (i) the compensation structure; (ii) the amount of the fixed and variable compensation components; (iii) the applicable performance criteria; (iv) the scenario analyses that have been carried out; and (v) the pay ratios within our peer group; ● submitting proposals to the supervisory board concerning the compensation of individual members of the supervisory board; ● the review and assessment of risks arising from our compensation policies and practices and whether any such risks are reasonably likely to have a material adverse effect on us; ● the preparation of Sono N.V.’s compensation report for the supervisory board; and ● the preparation of the compensation committee’s report required by SEC rules or the rules of any other regulatory body. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor and will be directly responsible for the appointment, compensation and oversight of the work of any such advisor. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other advisor, the compensation committee will consider the independence of each such advisor, including the factors required by Nasdaq and the SEC. A copy of Sono N.V.’s current compensation committee charter is posted on the “Investor Relations” section of our website at https://ir.sonomotors.com/ . 71 Nomination and Corporate Governance Committee The nomination and corporate governance committee currently consists of the entire supervisory board, with Mr. Schreiber serving as chairperson. The nomination and corporate governance committee assists the supervisory board in, among other things: ● drawing up selection criteria and appointment procedures for the members of the management board and the supervisory board; ● reviewing the size and composition of the management board and the supervisory board and submitting proposals for the composition profile of the supervisory board; ● making recommendations to the management board as to the determination of independence of members of the supervisory board; ● reviewing the functioning of individual members of the management board and the supervisory board and reporting on such review to the supervisory board; ● drawing up a plan for the succession of members of the management board and the supervisory board; ● submitting proposals for (re)appointment of members of the management board and the supervisory board; ● supervising the policy of the management board regarding the selection criteria and appointment procedures for our senior management and executive officers; ● overseeing the self-evaluation of the management board, the supervisory board and the supervisory board’s committees to determine whether they are functioning effectively; and ● developing the Company’s Code of Business Conduct and Ethics (“Code of Conduct”) and overseeing compliance with the Code of Conduct, including, at least annually, reviewing and reassessing the adequacy of the Code of Conduct and recommending any proposed changes to the management board. Copies of Sono N.V.’s current nomination and corporate governance committee charter and Code of Conduct are posted on the “Investor Relations” section of our website at https://ir.sonomotors.com/ . Item 11. Executive Compensation. Executive Compensation Our named executive officers (collectively, the “Named Executive Officers” or “NEOs”) for the year ended December 31, 2025 are: ● Kevin McGurn, our Chief Executive Officer; ● Martin Scott Calhoun, our Chief Financial Officer; and ● George O’Leary, our former Chief Executive Officer. There were no other executive officers of the Company serving at the end of 2025. In September 2025, our former Chief Executive Officer, George G. O’Leary, voluntarily submitted his notice of resignation as Chief Executive Officer, effective September 9, 2025. In connection with Mr. O’Leary’s resignation, the Company’s supervisory board nominated Kevin J. McGurn to serve as Chief Executive Officer, effective September 9, 2025. Mr. O’Leary remained the Company’s sole statutory managing director (and sole member of the management board) through December 31, 2025. Because, under Dutch law, managing directors of a Dutch N.V. are appointed by the general meeting of shareholders, and no general meeting was held in 2025 to formally appoint Mr. McGurn as a statutory managing director, Mr. McGurn was not formally appointed to the management board during 2025. Accordingly, following Mr. O’Leary’s resignation as statutory managing director effective December 31, 2025, and pursuant to Article 17.4 of the Company’s articles of association, the supervisory board temporarily designated Mr. McGurn to be charged with the management of the Company until a general meeting of shareholders can formally appoint him as a managing director. 72 The Summary Compensation Table below provides information regarding compensation awarded to, earned by or paid to our NEOs for the years ended December 31, 2025 and December 31, 2024, as applicable. Summary Compensation Table Name and Principal Position Year Salary Bonus All Other Compensation (1) Total ($) ($) ($) ($) Kevin McGurn 2025 125,691 – 10,500 136,191 Chief Executive Officer 2024 Martin Scott Calhoun (2) 2025 195,000 – – 195,000 Chief Financial Officer 2024 38,850 – – 38,850 George O’Leary (3) 2025 261,004 – 28,000 289,004 former Chief Executive Officer 2024 391,075 100,000 (4) 35,000 526,075 __________________________ (1) All other compensation for Mr. O’Leary consists of a $35,000 healthcare allowance provided by the Company to Mr. O’Leary. (2) Mr. Calhoun first assumed the role of CFO on December 30, 2024. Prior to his service as CFO, beginning on October 1, 2024, Mr. Calhoun served as Controller for the Company. Mr. Calhoun’s compensation for the year ended December 31, 2024 includes compensation for his service as CFO and Controller. (3) Mr. O’Leary first assumed the roles of CEO and CFO on January 31, 2024, initially on a part-time basis until his full-time assumption of the roles on April 8, 2024. Mr. O’Leary, in preparation of the Company’s uplisting to the Nasdaq Capital Market, replaced himself with Mr. Calhoun as CFO on December 30, 2024. Mr. O’Leary’s compensation for the year ended December 31, 2024 includes compensation for his services as CEO and CFO. (4) In January 2025, the supervisory board determined, based on our performance, a bonus payout of $100,000 for Mr. O’Leary with respect to his 2024 incentive bonus, with 65% of the bonus payout being paid on February 18, 2025 and the remaining 35% of the bonus payout being paid upon the earlier of (i) the Company’s next funding event in excess of $1 million, or (ii) the Company’s successful uplisting to Nasdaq, subject to Mr. O’Leary remaining in continuous service with us through the payment date. Narrative to Summary Compensation Table Our executive compensation program is designed to attract and retain high-caliber executives, incentivize performance and align management's interests with those of our shareholders. Compensation for our NEOs consists primarily of base salary or consulting fees, discretionary bonuses and other compensation, including health insurance benefits or stipends and other customary employment-related benefits. ● Base salary / consulting fees: Fixed cash compensation based on role, experience and industry benchmarks. During 2025, Mr. O'Leary received an annual base salary of $400,000 under his service agreement through the date of his resignation on September 9, 2025. During the Interim Period commencing September 9, 2025, McGurn Advisors LLC received a consulting fee of $7,700 per week on behalf of Mr. McGurn pursuant to the Consulting Agreement, as Mr. McGurn served the Company as an independent contractor during this period. ● Bonus: Pursuant to his service agreement, for 2024, Mr. O'Leary was eligible for a target incentive bonus of $100,000, based upon the achievement of goals agreed with the supervisory board. In January 2025, the supervisory board determined, based on our performance, a bonus payout of $100,000 for Mr. O'Leary with respect to his 2024 incentive bonus, with 65% of the bonus payout paid on February 28, 2025 and the remaining 35% paid on April 17, 2025. Mr. McGurn's eligibility for an incentive bonus is contingent upon the execution of the Service Agreement following his formal election as Managing Director at the Company's next Extraordinary General Meeting, which had not occurred as of December 31, 2025. Accordingly, Mr. McGurn was not eligible for an incentive bonus with respect to his 2025 service. None of our other NEOs were eligible for an incentive bonus for 2024 or 2025 service. ● All other compensation: For Mr. O'Leary, all other compensation consisted of employer-paid health insurance premiums, compensation for unused vacation days and other customary employment-related benefits. For Mr. McGurn, during the Interim Period from September 9, 2025 through December 31, 2025, Mr. McGurn served as an independent contractor and was not entitled to any employee benefits. The $3,500 monthly health insurance stipend and other employment benefits are payable only upon and following Mr. McGurn's formal election as Managing Director and commencement of the Service Agreement. 73 In response to Item 402(x)(1) of Regulation S-K, we do not currently grant stock options, stock appreciation rights or similar option-like instruments to our NEOs or other employees or service providers. If in the future we anticipate granting stock options, stock appreciation rights or similar option-like instruments, we will establish a policy regarding how our management board determines when to grant such awards and how it will take material nonpublic information into account when determining the timing and terms of such awards. Service Agreements Fiscal 2025 Named Executive Officers Kevin McGurn On September 9, 2025, the Company entered into a Consulting Agreement with McGurn Advisors LLC and Kevin McGurn (the “Consulting Agreement”), pursuant to which Mr. McGurn provides Chief Executive Officer services to the Company as an independent contractor. The Consulting Agreement was approved by the supervisory board on September 9, 2025. During the period from September 9, 2025 through the date of Mr. McGurn’s election as Managing Director at the Company’s next Extraordinary General Meeting (the “Interim Period”), McGurn Advisors LLC receives a consulting fee of $7,700 per week, pro-rated for any partial week and payable in arrears in bi-weekly installments. During the Interim Period, Mr. McGurn serves as an independent contractor and is not entitled to any employee benefits. The Consulting Agreement provides that, contingent upon Mr. McGurn's election and appointment as Managing Director at the Company's next Extraordinary General Meeting, the Company will enter into a service agreement with Mr. McGurn retroactive to September 9, 2025 (the "Service Agreement"). The Service Agreement will provide that Mr. McGurn is entitled to receive an annual base salary of $400,000, paid time off benefits, a taxable monthly health insurance stipend of $3,500 until the Company establishes a U.S. healthcare benefit plan, and an incentive bonus payment targeted at 25% of his base salary, with payment based upon the achievement of certain goals as agreed with and approved by the Company’s supervisory board and subject to Mr. McGurn remaining in continuous service with us through the applicable payment date. In the event that Mr. McGurn is elected and appointed as Managing Director at the Company’s next Extraordinary General Meeting, Mr. McGurn’s Service Agreement as the Chief Executive Officer shall be for an initial term retroactive to September 9, 2025, until the end of his elected term as Managing Director, which may be extended by mutual agreement of the parties to the Consulting Agreement. Any termination of the Service Agreement, once entered into, by the Company or Mr. McGurn (other than a termination by the Company for Cause (as such term will be defined under the Service Agreement) or termination as a result of Mr. McGurn’s death or permanent disability) will require a 90-day notice period. If the Company terminates Mr. McGurn without Cause during the initial term of the Service Agreement, then, subject to Mr. McGurn’s execution and non-revocation of a separation agreement and release of claims in form and substance acceptable to the Company and Mr. McGurn's continued compliance with all post-termination obligations to the Company, the Company shall provide severance payments to Mr. McGurn equal to the base salary and 100% of the cash bonus that Mr. McGurn would have received for the remainder of the initial term, with a minimum severance payment equal to three months of his base salary if termination without Cause occurs after his ninth month of service. If the Company terminates Mr. McGurn without Cause during any extension period of the Service Agreement, then, subject to the same conditions described above, the Company shall provide severance payments to Mr. McGurn equal to three months of his base salary. The term of the Consulting Agreement may be terminated at any time for Cause and, in the event that the Consulting Agreement is terminated for Cause during the Interim Period, Mr. McGurn will not be eligible for employment with Sono N.V. or any affiliate of Sono N.V. A termination of the Consulting Agreement for “Cause” shall mean any termination for: (A) dishonesty (including but not limited to any acts of embezzlement or misappropriation of funds, regardless of whether the embezzlement or misappropriation involves funds or assets of Sono N.V. or its affiliates (solely with respect to the Consulting Agreement, Sono N.V. and its affiliates are collectively referred to as the “Company Group”) or a third party), fraud, serious dereliction of fiduciary obligation, conviction of or plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude; (B) an intentional, unauthorized disclosure of confidential information belonging to the Company Group, or entrusted to the Company Group by a client, customer, or other third party; (C) reporting to Sono N.V. offices or providing any services while under the influence of drugs or alcohol (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions); (D) a material violation of any Company rule, regulation or policy; (E) any act materially adverse to the interests of the Company Group or reasonably likely to result in harm to the Company Group or to bring the Company Group into disrepute; or (F) a breach of any promise or obligation under the Consulting Agreement, including, without limitation, a refusal to substantially perform services under the Consulting Agreement. In the event that Mr. McGurn is elected as managing director of Sono N.V., his service agreement as Chief Executive Officer will provide for a substantially similar definition of “Cause.” 74 The Consulting Agreement provides for standard representations, warranties, covenants and indemnification provisions for an agreement of its kind. In addition, McGurn Advisors LLC and Mr. McGurn have each agreed not to solicit or attempt to solicit, directly or indirectly, any employees, consultants or other independent contractors or any business from any customer of Sono N.V. during the term of the Consulting Agreement and for a period of one year thereafter. McGurn Advisors LLC and Mr. McGurn have further represented to Sono N.V. pursuant to the Consulting Agreement that neither is obligated under any form of non-compete or non-solicitation agreement which would preclude McGurn Advisors LLC or Mr. McGurn from providing Chief Executive Officer services to Sono N.V. during or after the Interim Period. In the event that Mr. McGurn is elected and appointed as Managing Director, the Service Agreement will additionally include non-disparagement and intellectual property and assignment of inventions covenants in favor of the Company. As of the date of this Annual Report, Mr. McGurn's election as Managing Director by the general meeting of shareholders has not yet occurred, and accordingly the Consulting Agreement and its interim compensation terms remain in effect. The Company expects to present Mr. McGurn's formal election as Managing Director for shareholder approval at the next Extraordinary General Meeting. The foregoing description is qualified in its entirety by reference to the full text of the Consulting Agreement, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 9, 2025, and is incorporated herein by reference. M. Scott Calhoun We entered into a full-time service agreement with Mr. M. Scott Calhoun on December 30, 2024. This agreement entitles Mr. Calhoun to receive monthly salary payments of $16,250. Either party may terminate the service agreement by giving the other party not less than 30 days’ notice. The agreement does not provide for any severance payments in connection with the termination of Mr. Calhoun’s service. Former Executive Officers George O’Leary We entered into a full-time service agreement with George O’Leary on May 8, 2024 with an initial term of one year, with extensions approved by the supervisory board. The agreement entitles Mr. O’Leary to receive an annual base salary of $400,000, paid time off benefits and a monthly health insurance stipend. The agreement also provides for an incentive bonus payment targeted at 25% of Mr. O’Leary’s base salary, with payment based upon the achievement of certain goals as agreed with and approved by the supervisory board and subject to Mr. O’Leary remaining in continuous service with us through the applicable payment date. Either party may terminate the service agreement by giving the other party not less than 90 days’ notice; provided that the Company may terminate the agreement with immediate effect in connection with a termination for Cause (as defined in the agreement). If the Company terminates Mr. O’Leary without Cause during the initial term of the agreement, then, subject to Mr. O’Leary’s execution and non-revocation of a separation agreement and release of claims in form and substance acceptable to the Company and Mr. O’Leary’s continued compliance with all post-termination obligations to the Company, Sono N.V. shall provide severance payments to Mr. O’Leary equal to the base salary and 100% of the cash bonus that Mr. O’Leary would have received for the remainder of the initial term, with the minimum severance payment being equal to three months of his base salary. If Mr. O’Leary is terminated without Cause during any extension period of the term of the agreement, then, subject to Mr. O’Leary’s execution and non-revocation of a separation agreement and release of claims in form and substance acceptable to the Company and Mr. O’Leary’s continued compliance with all post-termination obligations to Sono N.V., the Company shall provide severance payments to Mr. O’Leary equal to three months of his base salary. Under the agreement, Mr. O’Leary is subject to confidentiality, non-disclosure, customer non-solicitation, employee non-solicitation, non-disparagement, intellectual property and assignment of inventions covenants in favor of the Company. On September 9, 2025, Mr. O’Leary voluntarily resigned as Chief Executive Officer, effective September 9, 2025. Mr. O’Leary’s resignation did not result from any disagreement with the Company regarding any matter related to the Company's operations, policies, or practices. There is no change to the severance that Mr. O’Leary is entitled to receive as previously disclosed by Sono N.V., as described above. Mr. O’Leary continued to serve as the Company’s sole statutory Managing Director through December 31, 2025, supporting an orderly management transition. 75 Outstanding Equity Awards at Fiscal Year-End As of December 31, 2025, none of our NEOs held any outstanding equity awards. Retirement Plan The Company does not sponsor a retirement plan for its NEOs or other employees. Our NEOs provide services under individual service agreements and are not eligible for a company-sponsored retirement or other pension benefits. Employees of our German subsidiary participate in statutory retirement programs in accordance with applicable German law. Clawback Policy In December 2023, our supervisory board adopted our “clawback” policy, designed to comply with Rule 10D-1 of the Exchange Act and Nasdaq Listing Rule 5608, which provides for recoupment of incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the relevant securities laws. The clawback policy applies to our current and former executive officers. Compensation that is granted, earned or vested based wholly or in part upon attainment of a financial reporting measure is subject to recoupment. Director Compensation Non-Executive Directors' Remuneration Our supervisory board was first established in 2021. As of February 1, 2024, the annual compensation package for services as a supervisory board member, including service on any committees of the supervisory board, consists of an annual retainer of $50,000. The following table presents the total compensation for each person who served as a member of our supervisory board during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards to or pay any other compensation to any of the members of our supervisory board in 2025. Supervisory board members are entitled to reimbursement for reasonable and documented travel and out-of-pocket expenses incurred in connection with their service as members of the supervisory board. Name Fees Earned or Paid in Cash Stock Awards Option Awards Total ($) ($) ($) ($) Current Supervisory Board Members (1) David Dodge 50,000 – – 50,000 Christopher Schreiber 50,000 – – 50,000 Owen May 50,000 – – 50,000 (1) At the January 2024 EGM, David Dodge and Christopher Schreiber were appointed as members of the Company’s supervisory board as of the close of the January 2024 EGM. At the November 2024 EGM, Owen May was appointed as a member of the Company’s supervisory board as of the close of the November 2024 EGM. 76 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Security Ownership of Certain Beneficial Owners and Management The following table sets forth information, as of March 25, 2026, regarding the beneficial ownership of our Ordinary Shares, High Voting Shares and Preferred Shares, by: ● each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding Ordinary Shares, High Voting Shares and Preferred Shares; ● each of our directors, including each current member of our management board and our supervisory board, and each of our NEOs for the fiscal year ended December 31, 2025; and ● all of our directors and current NEOs, as a group. Beneficial ownership is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power, as well as any shares that the individual has the right to acquire within 60 days of March 25, 2026 through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares held by that person. The beneficial ownership of our Ordinary Shares, High Voting Shares and Preferred Shares is based on 1,424,834 Ordinary Shares, 40,000 High Voting Shares and 1,401 Preferred Shares issued and outstanding as of March 25, 2026. Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to the shares they beneficially own. 77 Unless otherwise indicated below, the address for each beneficial owner listed is c/o Sono Group N.V., Waldmeisterstraße 93, 80935 Munich, Germany. Ordinary shares High voting shares Preferred shares Combined voting Name of beneficial owner Number Percent Number Percent Number Percent power 5% or Greater Shareholders SVSE LLC (1)(6) 230,751 16.19% 40,000 100.00% – – 48.22% Bambino 255. V V UG (2) 177,417 12.45% – – – – 6.95% Cantor Fitzgerald & Co. (3) 99,600 6.99% – – – – 3.90% Mizuho Financial Group, Inc. (4) 97,300 6.83% – – – – 3.81% YA II PN, Ltd. (5)(6) – – – – 1,401 100% 4.99% Directors and NEOs David Dodge – – – – – – – Christopher Schreiber – – – – – – – Owen May – – – – – – – Kevin McGurn – – – – – – – Martin Scott Calhoun – – – – – – – George O’Leary (1)(6) 230,751 16.19% 40,000 100.00% – – 48.22% All NEOs and directors as a group (6 persons ) 230,751 16.19% 40,000 100.00% – – 48.22% (1) George O’Leary was appointed as our managing director and Chief Executive Officer at the extraordinary general meeting of the Company’s shareholders held on January 31, 2024. Mr. O’Leary was also appointed as our Chief Financial Officer at the extraordinary general meeting held on January 31, 2024, a role in which he served until Martin Scott Calhoun was appointed as our Chief Financial Officer on December 30, 2024. On September 9, 2025, Mr. O’Leary informed the supervisory board that following the uplisting to Nasdaq, he would be resigning as the Chief Executive Officer of the Company and its subsidiaries effective as of September 9, 2025. Mr. O’Leary remained the Company’s sole statutory managing director (and sole member of the management board) through December 31, 2025. Mr. O’Leary is the sole member of SVSE, which is the holder of record of the Ordinary Shares and High Voting Shares presented in the table above. (2) Based on a Schedule 13D filed with the SEC on June 14, 2024, Bambino 255. V V UG beneficially owns 177,417 of our Ordinary Shares (after giving effect to the Reverse Share Split), and has sole and dispositive power with respect to all of such shares. The address of Bambino 255. V V UG’s principal address is c/o Dentons GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Markgrafenstraße 33, 10117 Berlin, Germany. (3) Based on Schedule 13G filed February 13, 2026 by Cantor Fitzgerald Securities, Cantor Fitzgerald & Co., Cantor Fitzgerald, L.P., CF Group Management, Inc. and Brandon G. Lutnick. Cantor Fitzgerald & Co. is the record holder; the other reporting persons may be deemed to share voting and/or dispositive power as described therein and disclaim beneficial ownership in excess of their pecuniary interest. (4) Based on a Schedule 13G filed with the SEC on November 13, 2025 by Mizuho Financial Group. The filing reports sole voting power and sole dispositive power with respect to such shares. The Schedule 13G further states that Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of the Ordinary Shares directly held by Mizuho Securities USA LLC, which is their wholly owned subsidiary. (5) YA II PN, Ltd. (“Yorkville”) is the holder of the Preferred Shares presented in the table above. Such shares were issued in the Debt Conversion pursuant to the Exchange Agreement in September 2025. Each Preferred Share is convertible into 30,000 Ordinary Shares, subject to the terms of the Exchange Agreement. Pursuant to Section 4(g) of the Exchange Agreement, Yorkville may not convert Preferred Shares to the extent that, after giving effect to such conversion, Yorkville (together with its affiliates) would beneficially own more than 4.99% of the number of outstanding Ordinary Shares or the voting power of the Ordinary Shares, which limitation may be waived by Yorkville in its sole discretion upon not less than 65 days’ prior notice to the Company. The Preferred Shares held by Yorkville are entitled to 30,000 votes for each Preferred Share under our amended articles of association, subject to a contractually agreed voting blocker equal to 4.99% of the combined voting power in the share capital of Sono N.V. as of the record date for the applicable action to be taken by the Company’s shareholders. (6) The securities held by SVSE are subject to a Pledge Agreement, dated February 5, 2024, by and between SVSE and Yorkville, pursuant to which the securities would accrue to Yorkville in the event that Sono N.V. defaults on certain of its payment obligations to Yorkville. In addition, if Yorkville and SVSE enter into the Call Option Agreement, as is currently intended, the Call Option would enable Yorkville, at its discretion, to purchase all of the Ordinary Shares and High Voting Shares held by SVSE in one or more transactions, prior to 5:00 p.m. Eastern time on the four-year anniversary of the date of the Call Option Agreement, subject to certain limitations. 78 Securities Authorized for Issuance Under Equity Compensation Plans Following the restructuring of the Companies as a result of the former Self-Administration Proceedings and the corporate measures implemented in connection therewith, there is uncertainty over the future of the remuneration based on shares (share-based payment) programs, which may result in share options not being formally granted or, in some cases, cancellation of unexercised options, which may be done without compensation. Long-Term Incentive Plan (LTIP) In November 2021, in conjunction with the consummation of our IPO, we established a new long-term incentive plan (the “LTIP”) with the purpose of advancing the interests of our shareholders and other stakeholders by enhancing our ability to attract, retain and motivate individuals who are expected to make important contributions to us. The LTIP governed issuances of equity and equity-based incentive awards from and after the consummation of our IPO. The maximum number of ordinary shares underlying awards granted pursuant to the LTIP (other than replacement awards under the LTIP) was not to exceed 10% of the Company’s issued share capital from time to time. The Company does not currently grant awards under LTIP or CSOP (as defined below) and currently does not intend to grant awards under the LTIP or CSOP in the future. The LTIP was, as applicable, administered by (i) the management board, to the extent the administration or operation of the LTIP related to the grant of awards to a participant who was not a management board member or supervisory board member, as well as any other matter relating to such awards, (ii) the Company’s supervisory board, to the extent the administration or operation of the LTIP related to the grant of awards to participants who were members of the compensation committee established by the supervisory board, as well as any other matter related to such awards, or (iii) the compensation committee established by the supervisory board for all other matters related to the administration or operation of the LTIP (each of these bodies, where appropriate, the “Committee”). Awards under the LTIP could be granted to our employees, the members of our management board and supervisory board, consultants or other advisors. 79 Awards under the LTIP could be granted in the form of stock options, stock appreciation rights, shares of restricted stock, restricted stock units, other share-based awards or a combination of the foregoing. The Committee had the ability to condition the right of an individual to exercise his or her awards upon the achievement or satisfaction of performance criteria. In the event of a good leaver’s (as defined in the LTIP) termination of employment or service, all vested awards must be exercised or settled in accordance with their terms within a period specified by the Committee and all unvested awards shall be canceled automatically without compensation unless otherwise determined by the Committee or set forth in the applicable award documentation. In the event of a bad leaver’s (as defined in the LTIP) termination of employment or service, all vested and unvested awards will be canceled automatically without compensation. In the event of a change in control (as defined in the LTIP) of the Company outstanding awards that are substituted or exchanged for equivalent replacement awards will be canceled. If outstanding rewards are not substituted or exchanged for equivalent replacement awards, the awards shall immediately vest and settle in full, unless otherwise decided by the Committee. Conversion Stock Option Program (CSOP) In December 2020, against the background of our intention to terminate all relevant benefits under former employee participation programs from 2017 and 2018 (respectively, the “VESP 2017” and “VESP 2018”) pursuant to which employees were granted virtual shares, we adopted our conversion stock option program (“CSOP”) under the LTIP in order to grant a total of 41,157 of stock options, each with an exercise price of €4.50, to the former beneficiaries under the VESP 2017 (except for one such beneficiary) and the VESP 2018, as well as one additional beneficiary, based on individual grant agreements. Under the CSOP, the Company granted 31,948 fully vested stock options, each with an exercise price of €4.50 and which are not subject to any performance criteria, with effect as of the closing date of our IPO on November 19, 2021 to all former beneficiaries under the VESP 2017 (except for one beneficiary who had not accepted our offer to transfer to the CSOP), as well as the one aforementioned additional beneficiary (the “VESP 2017 Tranche”). The VESP 2017 Tranche stock options became exercisable one year after the closing of our IPO and are exercisable only in certain windows. The VESP 2017 Tranche stock options expired on November 18, 2025, four years after the closing of our IPO. In addition, the Company granted 9,209 stock options (as of June 2023 all these stock options were fully vested), each with an exercise price of €4.50 and which are not subject to any performance criteria, with effect as of the closing date of our IPO on November 19, 2021 to the former beneficiaries under the VESP 2018 (the “VESP 2018 Tranche”). The VESP 2018 Tranche stock options are generally subject to a three-year vesting period with 1/36 of the stock options granted to the relevant beneficiary incrementally vesting for each month of employment of such beneficiary depending on the relevant vesting start date as set out in the relevant individual grant agreement. The then-vested VESP 2018 Tranche stock options became exercisable one year after the closing of our IPO and are exercisable only in certain windows. The VESP 2018 Tranche stock options expired on November 18, 2025, four years after the closing of our IPO. Restricted Stock Units Certain former supervisory board members received one-time awards of restricted stock units for Ordinary Shares (“RSUs”) under the LTIP in connection with the Company’s IPO and such individual’s appointment as a member of the supervisory board, starting from the date of the Company’s IPO. The awards were granted on November 21, 2021 and vest in four equal, annual installments on each anniversary of the grant date, with the fourth installment vesting on the earlier of (a) the fourth anniversary of the grant date or (b) the Company's annual general meeting of shareholders to be held in 2025. The number of RSUs, presented in the table below, represent the amount vested up to the respective resignation date. 80 Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights 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 the First Column) Equity compensation plans approved by security holders – – – Equity compensation plans not approved by security holders: LTIP CSOP – € – – * RSUs (former supervisory board members) 266 € 0.00 – * Total 266 € 0.00 – * The LTIP, which previously covered the CSOP and RSUs awarded to former supervisory board members, was discontinued following the Company’s corporate restructuring in early 2024. As of December 31, 2025, no additional options, RSUs or other equity awards may be granted under the LTIP unless the Company’s management board resolves to reinstate the plan or a new equity compensation plan is adopted and, if required, approved by security holders. Item 13. Certain Relationships and Related Transactions, and Director Independence. The following is a summary of transactions since January 1, 2024, to which we have been a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our supervisory board members, management board members, executive officers or holders of more than five percent of any class of our voting securities, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements which are described in “ Executive Compensation ” in Item 11 of Part III of this Annual Report. Relationships with Executive Officers, Members of the Management Board and the Supervisory Board We entered into service agreements with our former and current executive officers and supervisory board members as discussed in more detail under “ Item 11. Executive Compensation — Service Agreements ” above. 81 Relationships with Other Related Parties Employee Participation Programs Some of our former key management personnel participated in our former employee participation program. For details on this program, see “ Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters — Securities Authorized for Issuance Under Equity Compensation Plans ”. Agreements with Yorkville Yorkville Restructuring Investment In the context of the former Self-Administration Proceedings and in connection with the First Commitment, the Companies entered into the Yorkville Investment Agreements with Yorkville in mid-November 2023, and on April 30, 2024, the Company and Yorkville entered into an amendment to the Funding Commitment Letter in connection with the Second Commitment. Pursuant to the Yorkville Investment Agreements, Yorkville committed to provide financing to the Company, subject to the Companies’ continued compliance with the terms of the Yorkville Investment Agreements. For more information, see “Item 1. Business—Financing Arrangements with Yorkville—The Yorkville Restructuring Investment”. Under the terms of the Funding Commitment Letter, funding from Yorkville in connection with the Yorkville Investment was provided by way of new interest-bearing convertible debenture(s). The 2024 Debentures with respect to the First Tranche of the Yorkville Restructuring Investment was issued to Yorkville on February 6, 2024 for approximately $4.3 million and the convertible debenture with respect to the Second Tranche was issued to Yorkville on August 30, 2024 for approximately $3.3 million. In connection with the Funding Commitment Letter, SVSE and Yorkville entered into both a pledge agreement (the “Pledge Agreement”) and a security agreement (the “Security Agreement”), each dated February 5, 2024, pursuant to which SVSE agreed to pledge and grant to Yorkville, as a third-party pledge, a security interest in certain financial assets, including, among others, all of the Ordinary Shares and High Voting Shares that SVSE currently holds or at any time acquires (collectively, the “Pledged Ownership Interests”). The Pledged Ownership Interests serve as collateral for the repayment of the Company’s obligations to Yorkville. In the event that the Company is in default of its payment obligations to Yorkville, following notification thereof to SVSE, the voting rights and dividend rights in the Pledged Ownership Interests would accrue to Yorkville. In certain instances, Yorkville may also have the right to enforce its right of pledge and sell the Pledged Ownership Interests, thereby using the proceeds from the sale to repay the amounts owed by the Company to Yorkville. On June 20, 2024, in connection with the Yorkville Restructuring Investment, the Subsidiary and SVSE entered into a guaranty agreement (the “Guaranty”) for the benefit of Yorkville. Under the terms of the Guaranty, each of the Subsidiary and SVSE have agreed, among other things (i) to jointly and severally guarantee the payment of obligations owed by the Company to Yorkville in full when due and (ii) to guarantee the performance of all of the terms, covenants and conditions required to be kept, observed or performed by the Company in the Guaranty, the Funding Commitment Letter, the new convertible debentures, the Security Agreement and the Pledge Agreement. The Guaranty is irrevocable, absolute and unconditional and applies to all obligations owed by the Company to Yorkville whenever arising. Under the terms of the Guaranty, certain events of default would enable Yorkville, at its option and in its discretion, to accelerate some or all of the obligations so that they become immediately due and payable. Yorkville Commitment In late December 2024, the Company and Yorkville entered into the Securities Purchase Agreement, pursuant to which the Company agreed to sell and issue to Yorkville the New Commitment Debenture in the aggregate principal amount of $5 million, with a maturity date of one year following the issuance of the New Commitment Debenture. The issuance of the New Commitment Debenture was subject to certain conditions and limitations, including the condition precedent that the Company shall have received notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market, which occurred on September 4, 2025. On December 30, 2024, the Company and Yorkville also entered into the Exchange Agreement, pursuant to which the Company agreed, subject to the satisfactions of certain conditions precedent, to issue 1,242 Preferred Shares, each with a nominal value of €300, to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, which at that time included the 2022 Debentures, the 2024 Debentures and the New Commitment Debenture (if issued) (the “Debt Conversion”). The closing of the Debt Conversion contemplated by the Exchange Agreement was subject to certain conditions precedent, including the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market. 82 On February 12, 2025, the Company and Yorkville entered into the First Omnibus Amendment, pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, (i) provide for an immediate advance of $1,000,000 of the Yorkville Commitment in the form of the First Debenture, a $1,000,000 secured convertible debenture with a maturity date of February 12, 2026 that may be extended at the option of Yorkville, and (ii) extend the termination date with respect to the obligations of Yorkville under the Securities Purchase Agreement from January 15, 2025 to February 28, 2025. In addition, the Company and Yorkville agreed in the First Omnibus Amendment that any and all obligations of Yorkville to provide additional funding to the Company, including in connection with the Yorkville Restructuring Investment, shall be considered to be satisfied by the commitments made pursuant to the Securities Purchase Agreement and the First Omnibus Amendment. Net proceeds to the Company from the First Debenture were $1,000,000. Under the terms of the First Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include the First Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto. On March 7, 2025, the Company and Yorkville entered into the Second Omnibus Amendment, pursuant to which the Company and Yorkville agreed to modify the terms of the Exchange Agreement to (i) amend the floor price provided for in the Exchange Agreement to be a price per Ordinary Share equal to $4.00, from the closing date of the Debt Conversion contemplated by the Exchange Agreement until the end of the day that is 6 months from the date of relisting of our Ordinary Shares on the Nasdaq Capital Market, and $1.00 thereafter, and (ii) to extend the termination date with respect to the obligations of Yorkville under the Exchange Agreement from January 15, 2025 to April 15, 2025. In addition, the Company and Yorkville agreed in the Second Omnibus Amendment to extend the termination date with respect to the obligations of Yorkville under the Securities Purchase Agreement from February 28, 2025 to April 15, 2025. On March 25, 2025, the Company and Yorkville entered into the Third Omnibus Amendment, pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance of $1,000,000 of the Yorkville Commitment in the form of the Second Debenture, a second $1,000,000 secured convertible debenture with a maturity date of March 24, 2026 that may be extended at the option of Yorkville. Net proceeds to the Company from the Second Debenture were $1,000,000. As a result of the issuance of the First Debenture and the Second Debenture, and pursuant to the Third Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $3,000,000. Under the terms of the Third Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the First Debenture, the Second Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto. On April 24, 2025, the Company and Yorkville entered into the Fourth Omnibus Amendment, pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of $500,000 in the form of the Third Debenture, a secured convertible debenture in the aggregate principal amount of $500,000 with a maturity date of April 24, 2026 that may be extended at the option of Yorkville. Net proceeds to the Company from the Third Debenture were $500,000. As a result of the issuance of the Third Debenture, and pursuant to the Fourth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $2,500,000. Under the terms of the Fourth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the First Debenture, the Second Debenture, the Third Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto. On May 26, 2025, the Company and Yorkville entered into the Fifth Omnibus Amendment, pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of $750,000 in the form of the Fourth Debenture, a secured convertible debenture in the aggregate principal amount of $750,000 with a maturity date of May 27, 2026 that may be extended at the option of Yorkville. Net proceeds to the Company from the Fourth Debenture were $750,000. As a result of the issuance of the Fourth Debenture, and pursuant to the Fifth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $1,750,000. Under the terms of the Fifth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the First Debenture, the Second Debenture, the Third Debenture, the Fourth Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto. On July 6, 2025, the Company and Yorkville entered into the Sixth Omnibus Amendment, effective as of June 30, 2025, pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement, the Exchange Agreement and the Maturing Debentures previously issued by the Company. Pursuant to the Sixth Omnibus Amendment, the Company and Yorkville agreed to extend the maturity date from July 1, 2025 to August 1, 2025 for the Maturing Debentures, and to extend the termination dates of the Securities Purchase Agreement and the Exchange Agreement to August 1, 2025. 83 On August 6, 2025, the Company and Yorkville entered into the Seventh Omnibus Amendment and the Eighth Omnibus Amendment, pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement, the Exchange Agreement and certain convertible debentures previously issued by the Company. Pursuant to the Seventh Omnibus Amendment, the Company and Yorkville agreed to extend the maturity date for the Maturing Debentures from August 1, 2025 to September 1, 2025, and to extend the termination dates of the Securities Purchase Agreement and the Exchange Agreement to September 1, 2025. In addition, pursuant to the Eighth Omnibus Amendment, the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of $190,000 in the form of the Fifth Debenture, a secured convertible debenture in the aggregate principal amount of $190,000 with a maturity date of August 6, 2026 that may be extended at the option of Yorkville. Net proceeds to the Company from the Fifth Debenture were $190,000. As a result of the issuance of the Fifth Debenture, and pursuant to the Eighth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $1,560,000. Under the terms of the Eighth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the First Debenture, the Second Debenture, the Third Debenture, the Fourth Debenture, the Fifth Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto. On August 15, 2025, the Company and Yorkville entered into the Ninth Omnibus Amendment, pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement, the Exchange Agreement and the Maturing Debentures previously issued by the Company. Pursuant to the Ninth Omnibus Amendment, the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of EUR300,000 ($350,540 at conversion rate of 1.1685) in the form of the Sixth Debenture, a secured convertible debenture in the aggregate principal amount of $350,540, with a maturity date of August 15, 2026 that may be extended at the option of Yorkville. Net proceeds to the Company from the Sixth Debenture were $350,540. As a result of the issuance of the Sixth Debenture, and pursuant to the Ninth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $1,209,460. Under the terms of the Ninth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the First Debenture, the Second Debenture, the Third Debenture, the Fourth Debenture, the Fifth Debenture, the Sixth Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto. Following the Company’s receipt on September 4, 2025 of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market, on September 5, 2025, the Company and Yorkville entered into the Tenth Omnibus Amendment, pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement, the Exchange Agreement and certain convertible debentures previously issued by the Company. Pursuant to the Tenth Omnibus Amendment, the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, (1) increase the aggregate principal amount of the New Convertible Debenture by an additional $2,200,000 for a total of $7,200,000, and (2) provide for an immediate advance by Yorkville to the Company of $3,409,460, which comprises the remaining $1,209,460 of the original $5,000,000 commitment and the entirety of the additional $2,200,000 commitment, in the form of the Seventh Debenture, a secured convertible debenture in the aggregate principal amount of $3,409,460 with a maturity date of September 5, 2026 that may be extended at the option of Yorkville (the First Debenture, the Second Debenture, the Third Debenture, the Fourth Debenture, the Fifth Debenture, the Sixth Debenture and the Seventh Debenture, collectively, are the “Advance Debentures”). Net proceeds to the Company from the Seventh Debenture were $3,409,460. As a result of the issuance of the Seventh Debenture, and pursuant to the Tenth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $7,200,000, consisting of the amounts advanced to the Company under the Seventh Debenture and each of the other Advance Debentures. Under the terms of the Tenth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include all of the Advance Debentures within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto. In connection with the Seventh Debenture, the management board resolved to issue an additional 159 Preferred Shares to Yorkville upon the satisfaction of the terms and conditions of the Exchange Agreement (in addition to the 1,242 Preferred Shares to be issued as forth in the Exchange Agreement) in exchange for the surrender and cancellation of the additional indebtedness incurred to Yorkville. On September 5, 2025, pursuant to an Exchange Agreement, as amended, and as a result of the receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market on September 4, 2025, the Company issued 1,401 Preferred Shares to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, including the 2022 Debentures, the 2024 Debentures, and all of the Advance Debentures. The Preferred Shares are convertible into Ordinary Shares at a price per Ordinary Share equal to the Variable Conversion Price. As part of the commitment, Yorkville has agreed to a conversion price floor of $4.00 for six months and $1.00 thereafter. In connection with the transactions contemplated by the Securities Purchase Agreement, Yorkville and SVSE LLC (“SVSE”), whose sole member is George O’Leary, who previously served as the Company’s Chief Executive Officer until September 9, 2025 and as the sole member of the Company’s management board until December 31, 2025, intend to enter into a call option agreement (the “Call Option Agreement”), pursuant to which SVSE will agree to provide Yorkville with a call option (the “Call Option”) to purchase all of the Ordinary Shares and High Voting Shares held by SVSE at a price of $0.1125 per Ordinary Share and $1.875 per High Voting Share. The Call Option will expire at 5:00 p.m. Eastern time on the four-year anniversary of the date of the Call Option Agreement (the “Expiration Time”), and may be exercised prior to the Expiration Time on multiple occasions with respect to a portion of the Ordinary Shares and High Voting Shares held by SVSE. Under the terms of the Call Option Agreement, Yorkville may not exercise the Call Option if, after giving effect to such exercise, Yorkville and any of its affiliates would beneficially own more than 4.99% of (i) the number of High Voting Shares outstanding, (ii) the number of Ordinary Shares outstanding, or (iii) the voting power of the total capital of the Company (including due to the voting rights of the High Voting Shares). Such ownership limitations may be waived by Yorkville upon not less than 65 days’ prior notice to the Company. 84 Item 14. Principal Accountant Fees and Services. The following table presents fees for professional services rendered by Grassi & Co., CPAs, P.C. (“Grassi”), our principal independent registered public accounting firm, for the years ended December 31, 2025 and December 31, 2024: 2025 2024 ($ in millions) Audit Fees (1) $ 0.7 $ 0.5 Audit Related Fees (2) – – Tax Fees (3) – – All Other Fees (4) – – Total 0.7 0.5 (1) “Audit Fees” include fees billed for professional services rendered for the audit of Sono Group N.V.’s year-end consolidated financial statements, reviews of the quarterly condensed consolidated financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. These services include, among others, provision of comfort letters, consultations on various accounting issues, performance of local statutory audits and review of offering documents filed with the SEC. (2) “Audit Related Fees” include fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Sono Group N.V.’s year-end financial statements and are not reported under “Audit Fees”. (3) “Tax Fees” include fees for professional services rendered for tax compliance, tax advice and tax planning. (4) “All Other Fees” include fees for products and services provided, other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. Pre-Approval Policies and Procedures The audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. These policies generally provide that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the audit committee or the engagement is entered into pursuant to the pre-approval procedure described below. From time to time, the audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount. The audit committee approved all of the services described above and determined that the provision of such services is compatible with maintaining the independence of Grassi. 85 PART IV Item 15. Exhibits and Financial Statement Schedules. (a) Documents filed as part of this report (a)(1) Financial Statements The Financial Statements required to be filed by Item 8 of this Annual Report, and filed in this Item 15, are as follows: Audited financial statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 606) F-1 Consolidated Balance Sheets F-2 Consolidated Statements of Operations F-3 Consolidated Statements of Changes in Shareholders' Equity F-4 Consolidated Statements of Cash Flows F-5 Notes to Consolidated Financial Statements F-6 (a)(2) Financial Statement Schedules Schedules are omitted because they are not applicable, or are not required, or because the information is included in the financial statements and notes thereto. (a)(3) Exhibits The following is a list of exhibits filed or furnished, as the case may be, as part of this Annual Report. Exhibit No. Description of Document 3.1 Articles of Association of Sono Group N.V., as amended effective September 9, 2025 (Dutch and English translations) (incorporated herein by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10‑K filed with the SEC on April 17, 2025) 3.2 Form of internal rules of the management board of Sono Group N.V. (incorporated herein by reference to Exhibit 3.2 of Sono Group N.V.’s Registration Statement of Foreign Private Issuer on Form F-1 filed with the SEC on November 8, 2021) 3.3 Form of internal rules of the supervisory board of Sono Group N.V. (incorporated herein by reference to Exhibit 3.3 of Sono Group N.V.’s Registration Statement of Foreign Private Issuer on Form F-1 filed with the SEC on November 8, 2021) 4.1 Description of the rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 of Sono Group N.V.’s Annual Report on Form 10-K filed with the SEC on April 17, 2025) 4.2 Pre-Funded Warrant, dated March 10, 2026, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 10, 2026) 10.1 Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to Sono Group N.V.’s Registration Statement on Form F-1 (File No. 333-260432) filed with the SEC on November 8, 2021) 10.2# Form of Long-Term Incentive Plan of Sono Group N.V. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Registration Statement on Form F-1 (File No. 333-260432) filed with the SEC October 22, 2021) 10.3# Conversion Stock Option Program 2020 (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Registration Statement on Form F-1 (File No. 333-260432) filed with the SEC on October 22, 2021) 10.4# Form of Indemnification Agreement between Sono Group N.V. and members of the management board (incorporated herein by reference to Exhibit 10.3 of Sono Group N.V.’s Registration Statement on Form F-1 (File No. 333-260432) filed with the SEC on October 22, 2021) 10.5# Form of Indemnification Agreement between Sono Group N.V. and members of the supervisory board (incorporated herein by reference to Exhibit 10.4 of Sono Group N.V.’s Registration Statement on Form F-1 (File No. 333-260432) filed with the SEC on October 22, 2021) 86 10.6 Registration Rights Agreement by and between Sono Group N.V. and YA II PN, Ltd., dated December 7, 2022 (incorporated herein by reference to Exhibit 4.1 of Sono Group N.V.’s Registration Statement on Form F-3 (File No. 333-268709 filed with the SEC on December 8, 2022) 10.7 Securities Purchase Agreement by and between Sono Group N.V. and YA II PN, Ltd., dated December 7, 2022 (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Registration Statement on Form F-3 (File No. 333-268709) filed with the SEC on December 8, 2022) 10.8 Form of Convertible Debenture issued to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Registration Statement on Form F-3 (File No. 333-268709) filed with the SEC on December 8, 2022) 10.9† Restructuring Agreement between Sono Group N.V. and YA II PN, Ltd, dated 17 November 2023 and effective as of November 20, 2023 (incorporated herein by reference to Exhibit 4.8 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2022) 10.10 Amendment No. 1, dated February 2, 2024, to the Restructuring Agreement by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.9 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023) 10.11 Amendment No. 2, dated February 5, 2024, to the Restructuring Agreement by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.10 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023) 10.12† Continuation Agreement between Sono Group N.V. and Sono Motors GmbH, dated November 20, 2023 (incorporated herein by reference to Exhibit 4.9 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022) 10.13† Funding Commitment Letter issued by YA II PN, Ltd. and agreed to and acknowledged by Sono Group N.V., dated November 17, 2023 and effective as of November 20, 2023 (incorporated herein by reference to Exhibit 4.10 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2022) 10.14 Amendment No. 1, dated February 2, 2024, to the Funding Commitment Letter dated November 17, 2023 issued by YA II PN, Ltd. to Sono Group N.V. (incorporated herein by reference to Exhibit 4.13 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023) 10.15† Amendment No. 2, dated April 30, 2024, to the Funding Commitment Letter dated November 17, 2023 issued by YA II PN, Ltd. to Sono Group N.V. (incorporated herein by reference to Exhibit 4.14 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023) 10.16 Shareholders Commitment Letter issued by Laurin Hahn and Jona Christians and agreed to and acknowledged by Sono Group N.V. and Sono Motors GmbH, dated November 17, 2023 and effective as of November 20, 2023 (incorporated herein by reference to Exhibit 4.11 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022) 10.17 Settlement Agreement between Sono Group N.V. and Sono Motors GmbH (incorporated herein by reference to Exhibit 4.12 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022) 10.18 Back-to-Back Letter of Comfort between Sono Group N.V. and Sono Motors GmbH (incorporated herein by reference to Exhibit 4.13 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022) 10.19† Amendment No. 1, dated May 8, 2024, to the Back-to-Back Letter of Comfort between Sono Group N.V. and Sono Motors GmbH (incorporated herein by reference to Exhibit 4.18 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023) 10.20 Prolongation Agreement between YA II PN, Ltd. and Sono Group N.V., dated November 17, 2023 and effective as of November 20, 2023 (incorporated herein by reference to Exhibit 4.14 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022) 10.21 Form of Convertible Debenture issued to YA II PN, Ltd.(incorporated herein by reference to Schedule 3 to Exhibit 4.10 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022) 10.22 Sale and Transfer Agreement, dated February 1, 2024, by and among Laurin Hahn, Bambino 255. V V UG, SVSE LLC and Sono Group N.V.(1) (incorporated herein by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D filed by Laurin Hahn with the SEC on March 25, 2024) 10.23 Sale and Transfer Agreement, dated February 1, 2024, by and among Jona Christians, Bambino 255. V V UG, SVSE LLC and Sono Group N.V.(1) (incorporated herein by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D filed by Jona Christians with the SEC on March 25, 2024) 10.24 Guaranty Agreement, dated June 20, 2024, between SVSE LLC and Sono Motors GmbH, with and for the benefit of YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.23 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023) 87 10.25 Securities Purchase Agreement, dated December 30, 2024, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024) 10.26 Form of Secured Convertible Debenture (incorporated herein by reference to Exhibit 4.1 of Sono Group N.V.’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024) 10.27 Exchange Agreement, dated December 30, 2024, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024) 10.28 Form of Call Option Agreement, by and between SVSE LLC and YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.2 of Sono Group N.V.’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024) 10.29 Secured Convertible Debenture, dated February 12, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on February 13, 2025) 10.30 First Omnibus Amendment to Transaction Documents, dated February 12, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on February 13, 2025) 10.31 Second Omnibus Amendment to Transaction Documents, dated March 7, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 7, 2025) 10.32 Secured Convertible Debenture, dated March 25, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 26, 2025) 10.33 Third Omnibus Amendment to Transaction Documents, dated March 25, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 26, 2025) 10.34 Secured Convertible Debenture, dated April 24, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on April 25, 2025) 10.35 Fourth Omnibus Amendment to Transaction Documents, dated April 24, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on April 25, 2025) 10.36 Fifth Omnibus Amendment to Transaction Documents, dated May 26, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on May 27, 2025) 10.37 Secured Convertible Debenture, dated May 27, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on May 27, 2025) 10.38 Sixth Omnibus Amendment to Transaction Documents, dated July 6, 2025 and effective as of June 30, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on July 8, 2025) 10.39 Seventh Omnibus Amendment to Transaction Documents, dated August 6, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on August 7, 2025) 10.40 Eighth Omnibus Amendment to Transaction Documents, dated August 6, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on August 7, 2025) 10.41 Secured Convertible Debenture, dated August 6, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.3 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on August 7, 2025) 10.42 Secured Convertible Debenture, dated August 15, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.6 of Sono Group N.V.’s Quarterly Report on Form 10-Q filed with the SEC on August 19, 2025) 10.43 Ninth Omnibus Amendment to Transaction Documents, dated August 15, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.9 of Sono Group N.V.’s Quarterly Report on Form 10-Q filed with the SEC on August 19, 2025) 88 10.44 Tenth Omnibus Amendment to Transaction Documents, dated September 5, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on September 5, 2025) 10.45 Secured Convertible Debenture, dated September 5, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on September 5, 2025) 10.46 Convertible Debenture, dated January 26, 2026, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on January 29, 2026) 10.47 Convertible Debenture, dated February 19, 2026, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on February 24, 2026) 10.48 Pre-Funded Warrant Securities Purchase Agreement, dated March 10, 2026, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 10, 2026) 10.49 Registration Rights Agreement, dated March 10, 2026, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 10, 2026) 10.50 Convertible Debenture, dated March 10, 2026, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.3 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 10, 2026) 10.51 International Swaps and Derivatives Association, Inc. 2002 ISDA Master Agreement, dated as of March 10, 2026, between Blockchain.com (BVI) II Limited and Sono Group N.V. (incorporated by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 16, 2026) 10.52 International Swaps and Derivatives Association, Inc. Schedule to the 2002 ISDA Master Agreement, dated as of March 10, 2026, between Blockchain.com (BVI) II Limited and Sono Group N.V. (incorporated by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 16, 2026) 10.53 International Swaps and Derivatives Association, Inc. Credit Support Annex to the Schedule to the 2002 ISDA Master Agreement, dated as of March 10, 2026, between Blockchain.com (BVI) II Limited and Sono Group N.V. (incorporated by reference to Exhibit 10.3 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 16, 2026) 10.54# Consulting Agreement, dated September 9, 2025, by and between Sono Group N.V., McGurn Advisors LLC and Kevin McGurn (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on September 9, 2025) 19.1 Insider Trading Policy of Sono Group N.V. (incorporated herein by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10 K filed with the SEC on April 17, 2025) 21.1* List of Significant Subsidiaries 23.1* Consent of Grassi & Co., CPAs, P.C. 24.1* Powers of Attorney (included on the signature page hereto) 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Clawback Policy (incorporated herein by reference to Exhibit 97 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2022) 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Schema Document 101.CAL* Inline XBRL Calculation Linkbase Document 101.DEF* Inline XBRL Definition Linkbase Document 101.LAB* Inline XBRL Label Linkbase Document 101.PRE* Inline XBRL Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. † Certain exhibits and schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of the omitted exhibits and schedules to the SEC on a supplemental basis upon its request. # Indicates management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary. None. 89 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized . SONO GROUP N.V. Date: April 1, 2026 By: /s/ Kevin McGurn Kevin McGurn Chief Executive Officer POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Kevin McGurn or Mr. M. Scott Calhoun his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature Title Date /s/ Kevin McGurn Chief Executive Officer (Principal Executive Officer) and Member of the Management Board April 1, 2026 Kevin McGurn /s/ M. Scott Calhoun Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) April 1, 2026 M. Scott Calhoun /s/ David Dodge Chairperson of the Supervisory Board April 1, 2026 David Dodge /s/ Christopher Schreiber Member of the Supervisory Board April 1, 2026 Christopher Schreiber /s/ Owen May Member of the Supervisory Board April 1, 2026 Owen May 90 Sono Group N.V. Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID: 606 ) F-1 Consolidated Balance Sheets F-2 Consolidated Statements of Operations F-3 Consolidated Statements of Changes in Shareholders' Equity F-4 Consolidated Statements of Cash Flows F-5 Notes to Consolidated Financial Statements F-6 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Audit Committee, Supervisory Board and Shareholders of Sono Group N.V. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Sono Group N.V. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company ’ s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company (i) has incurred recurring operating losses and negative cash flows from operations since inception resulting in an accumulated deficit and negative equity, (ii) has a significant amount of convertible debentures nearing maturity, and (iii) is subject to various uncertainties related to the Company’s digital asset treasury strategy and exit from Sono Motors GmbH in 2026, 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 3. The 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. /s/ GRASSI & CO., CPAs, P.C. We have served as the Company’s auditor since 2024. Glastonbury, Connecticut April 1, 2026 F-1 SONO GROUP N.V. CONSOLIDATED BALANCE SHEETS December 31, 2025 2024 KEUR KEUR ASSETS Current Assets Cash 206 1,354 Inventory 329 304 Prepaid taxes 103 531 Prepaid expenses and other current assets 118 103 Total Current Assets 756 2,292 Property, plant and equipment, net 94 129 Right of use lease assets 574 630 Total Assets 1,424 3,051 LIABILITIES AND SHAREHOLDERS ’ EQUITY Current Liabilities Accounts payable and accrued expenses 948 575 Lease liability, current portion 70 58 Convertible notes payable at fair value – 24,035 Deferred revenue 5 – VAT payable – 487 Other current liabilities 4 5 Total Current Liabilities 1,027 25,160 Long-Term Liabilities Lease liability, long term portion 504 572 Total Liabilities 1,531 25,732 Commitments and Contingencies (see Note 14) Shareholders ’ Equity Preferred Shares, par value € 300.00 per share, 1,401 shares authorized, 1,401 and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively (1) 420 – Ordinary Shares, par value € 0.01 per share, 120,000,000 shares authorized, 1,424,834 and 1,409,885 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively (1) 14 28 High Voting Shares, par value € 0.25 per share, 40,000 shares authorized, 40,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively (1) 10 20 Additional paid-in capital 316,862 298,699 Accumulated deficit ( 317,413 ) ( 321,428 ) Total Shareholders’ Equity ( 107 ) ( 22,681 ) Total Liabilities and Shareholders’ Equity 1,424 3,051 (1) In connection with the Debt Conversion and implementation of proposals approved at January 2024 EGM, the Company also decreased the nominal value per share from €0.02 to €0.01 for Ordinary Shares and from €0.50 to €0.25 for High Voting Shares. At the same time the authorized share capital was changed from 4,300,000 to 120,000,000 Ordinary Shares, from 53,400 to 40,000 High Voting Shares, and from no Preferred Shares to 1,401 Preferred Shares. See the accompanying notes to these Consolidated Financial Statements F-2 SONO GROUP N.V. CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2025 2024 KEUR KEUR Revenue 149 – Cost of sales 92 – Gross margin 57 – Operating Expenses and Costs Selling and distribution expenses 877 678 General and administrative expenses 5,073 4,648 Research and development expenses 1,817 1,118 Gain on reconsolidation – ( 62,554 ) Other Operating income ( 13 ) ( 398 ) Total Operating Expenses and Costs 7,754 ( 56,508 ) Income (Loss) from Operations ( 7,697 ) 56,508 Other Income (Expenses) Income from changes in fair value of convertible note payable carried at fair value 11,108 8,923 Foreign currency gain / (loss) 604 ( 405 ) Total Other Income 11,712 8,518 Net Income 4,015 65,026 Net income per share to common shareholders: Basic € 2.76 € 44.86 Diluted € 0.50 € 3.77 Weighted average number of common shares: Basic 1,456,914 1,449,485 Diluted 8,034,644 17,254,895 See the accompanying notes to these Consolidated Financial Statements F-3 SONO GROUP NV CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS ’ EQUITY YEAR ENDED DECEMBER 31, 2025 AND 2024 Ordinary Shares Outstanding Ordinary Shares High Voting Shares Outstanding High Voting Shares Preferred Shared Outstanding Preferred Shares Additional Paid in Capital Accumulated Deficit Total Shareholder’s Deficit (#) KEUR (#) KEUR (#) KEUR KEUR KEUR KEUR Balance at December 31, 2023 1,408,895 85 40,000 60 – – 298,621 ( 386,454 ) ( 87,688 ) Retroactive reclassification of par value in connection with December 2024 change in nominal share price ( 61 ) ( 40 ) – 101 – – Issuance of Ordinary Shares in connection with December 2024 reverse share split 9 – – – – – – Exercise of share options 981 4 – – – – 4 Cancellation of options on termination – – – ( 23 ) – ( 23 ) Income for the period – – – – 65,026 65,026 Balance at December 31, 2024 1,409,885 28 40,000 20 – – 298,699 ( 321,428 ) ( 22,681 ) Issuance of Ordinary Shares in connection with December 2024 reverse share split 36 – – – – – – – – Issuance of Ordinary Shares in connection with SPA in July 2024 14,265 – – – – – 85 – 85 Issuance of Preferred Shares in September 2025 – – – – 1,401 420 18,051 – 18,471 Reclassification of par value in connection with September 2025 change in nominal share price – ( 14 ) – ( 10 ) – – 24 – – Exercise of share options 648 – – – – – 3 – 3 Income for the period – – – – 4,015 4,015 Balance at December 31, 2025 1,424,834 14 40,000 10 1,401 420 316,862 ( 317,413 ) ( 107 ) See the accompanying notes to these Consolidated Financial Statements F-4 SONO GROUP NV CONSOLIDATED STATEMENT OF CASH FLOWS Year ended December 31, 2025 KEUR December 31, 2024 KEUR Cash Flows from Operating Activities Net income (loss) 4,015 65,026 Adjustments to reconcile net income to net cash used in operating activities Depreciation of property, plant and equipment 31 18 Stock based compensation - ( 19 ) Gain on reconsolidation - ( 62,554 ) Income from changes in fair value of convertible note payable carried at fair value ( 11,108 ) ( 8,923 ) Non-cash lease expense 56 49 Other non-cash (income) / expense ( 632 ) 357 Changes in operating assets and liabilities: Inventory ( 25 ) ( 304 ) Prepaid taxes 428 150 Prepaid expenses and other ( 15 ) 675 Accounts payable and accrued expenses 535 5,106 Lease Liability ( 56 ) ( 49 ) VAT payable ( 487 ) ( 13,862 ) Other current liabilities 4 - Net cash used in operating activities ( 7,254 ) ( 14,330 ) Cash Flows from Investing Activities Acquisition of property and equipment - ( 80 ) Reconsolidation of the Subsidiary cash balance - 1,305 Net cash provided by (used in) investing activities - 1,225 Cash Flows from Financing Activities Proceeds from the issuance of convertible notes 5,990 7,000 Proceeds from the issuance of shares from conversion of employee options 3 - Proceeds from issuance of Ordinary Shares in private placement 85 - Net cash provided by financing activities 6,078 7,000 Effect of currency translation on cash 28 47 Net decrease in cash ( 1,148 ) ( 6,058 ) Cash at December 31, 2024 1,354 7,412 Cash at December 31, 2025 206 1,354 Supplemental disclosure of cash flow information: Cash paid during the period for interest – – Cash paid during the period for income tax – – Non-cash investing and financing activities: Convertible debt exchanged for preferred stock 18,471 – See the accompanying notes to these Consolidated Financial Statements F-5 SONO GROUP NV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 1 - BUSINESS AND BUSINESS PRESENTATION Business Sono Group N.V. (“Sono N.V.” or the “Company”) is registered in the business register (Netherlands Chamber of Commerce) and its corporate seat is in Amsterdam. In November 2021, the Company successfully completed an initial public offering (IPO) and became listed on The Nasdaq Global Market (“Nasdaq Global Market”). The Company’s ordinary shares commenced trading on the Nasdaq Global Market under the ticker symbol “SEV” on November 17, 2021. On July 12, 2023 and August 28, 2023, the Company received notices from Nasdaq Global Market stating that the staff of the Listing Qualifications Department (the “Staff”) had determined that the Company’s securities will be delisted from Nasdaq in accordance with Nasdaq’s Listing Rules and notifying the Company of the suspension in trading of its ordinary shares as of the opening of business on July 21, 2023. On December 11, 2023, the Company received a decision of the Nasdaq Hearings Panel (the “Panel”) advising the Company that the Panel has determined to delist the Company’s ordinary shares from Nasdaq. On February 15, 2024, Nasdaq filed a Form 25 Notification of Delisting with the U.S. Securities and Exchange Commission (the “SEC”) to complete the delisting. On July 2, 2024, the quoting of the Company’s ordinary shares commenced on OTCQB under the ticker symbol “SEVCF”. On September 4, 2025, the Company received approval to list its ordinary shares on the Nasdaq Capital Market, and the ordinary shares commenced trading on Nasdaq under the ticker symbol “SSM” on September 5, 2025. The Company has its management in the United States of America since January 31, 2024. Prior to this date, the Company’s management was based in Germany. The business address of the Company is Waldmeisterstraße 93, 80935 Munich, Germany (trade register number: 80683568). Sono N.V.’s wholly-owned subsidiary, Sono Motors GmbH (“Sono Motors” or the “Subsidiary”), is registered in the commercial register ( Handelsregister ) at the local court ( Amtsgericht ) of Munich, Germany, under HRB 224131. Sono Motors’ registered headquarters is Waldmeisterstraße 93, 80935 Munich, Germany. Sono N.V.’s wholly-owned subsidiary Sono Group S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 8 Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg. Such subsidiary was funded with €12,000 for purposes of providing share capital, and it has no operations at this time. Sono N.V. is the ultimate parent of the Group. Hereinafter, Sono N.V. and its consolidated subsidiary collectively are referred to as “Sono Group”, or the “Group”, “Management”, “we” and “us”. Sono Group intended to develop and manufacture electric vehicles with integrated solar panels (the “Sion passenger car program”). In addition, it planned to license its solar technology to other Original Equipment Manufacturers (“OEMs”). However, on February 24, 2023, Sono Group announced the decision to terminate the Sion passenger car program and to pivot the business model to exclusively retrofitting and integrating Sono Group’s solar technology onto third party vehicles due to lack of available funding. As a consequence, management decided to apply for the opening of the self-administration proceedings with respect to Sono N.V. and Sono Motors (the “Self-Administration Proceedings”) on May 15, 2023. The Subsidiary withdrew its application for Preliminary Self-Administration Proceedings (as defined herein) on January 31, 2024, and the Subsidiary exited its Self-Administration Proceedings on February 29, 2024. Subsequent to December 31, 2025, the Company's management board, with the approval of the supervisory board, adopted the Treasury Strategy (as defined herein), under which the principal holding in the Company's treasury reserve will be allocated to digital assets, principally Bitcoin, by applying a covered-call yield strategy. In connection with the Treasury Strategy, the Company entered into a series of agreements with Blockchain.com (BVI) II Limited to facilitate related derivative and hedging transactions. Concurrently, the Company determined to cease funding to the Subsidiary (Sono Motors GmbH) and to initiate its exit from the legacy solar operations. The Company intends to solicit the ratification by its shareholders of the engagement by the Company in the Treasury Strategy. See “Note 16 Subsequent Events” and “Note 3 Liquidity and Going Concern” for additional information. These consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). On a consolidated basis, the Company’s operations are comprised of the parent company, Sono N.V. and its subsidiary, Sono Motors. All significant intercompany transactions and balances have been eliminated upon consolidation. In addition, certain amounts in the prior periods consolidated financial statements have been reclassified to conform to the current period presentation. F-6 SONO GROUP NV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the presentation of the accompanying consolidated financial statements follows: Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for annual financial reporting. All amounts referred to in the notes to the consolidated financial statements are presented in euros (EUR) and have been rounded to the nearest thousand, unless otherwise stated. Substantially all of the Company’s operations are conducted in EUR and the current reporting currency is the same as the functional currency. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about cash flow and fair value assumptions associated with measurements of convertible notes payable carried at fair value, valuation of inventory; the valuation and recognition of stock-based compensation expense; valuation allowance for deferred tax assets; and borrowing rate consideration for right-of-use (“ROU”) lease assets including related lease liability and useful life of fixed assets. F-7 SONO GROUP NV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Cash For financial statement purposes, the Company considers all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Accounts maintained in US bank accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to US$250,000. The Company had US$ 0.0 M and $ 0.0 M in US bank cash balances in excess of the FDIC insured limit as of December 31, 2025 and December 31, 2024, respectively. Leases The Company accounts for leases pursuant to ASC 842 “Leases”. Accordingly, for new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as ROU assets within other assets and lease liabilities within current liabilities and within other long-term liabilities on the Company’s consolidated balance sheets. Additionally, the Company elected the exemption available under ASC 842-20-25-2 for short term lease agreements and recognizes lease payments on a straight line basis. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. See Note 8 for more complete details on balances as of the reporting periods presented herein. Inventory Inventory consisting of stock used in development, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Stock counts are taken routinely and obsolete, outdated inventory is directly charged off to the cost of sales. F-8 SONO GROUP NV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference, less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the twelve months ending December 31, 2025 and 2024 there were no indicators of impairment. Revenue Recognition Revenue recognition is based on Accounting Standards Codification (ASC) Topic 606 – Revenue from Contracts with Customers. In general, the Company recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Company, where there is evidence of an arrangement, when the selling price is fixed or determinable, and when specific criteria have been met or there are no significant remaining performance obligations for each of the Company's activities as described below. Revenue is recognized at the point in time when control of the goods or services is transferred to the customer. The Company typically recognizes revenue upon formal acceptance by the customer. Control is considered to be transferred when the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of that good. We consider this the point at which the performance obligation is fulfilled, and the customer obtains control of the promised good or service. ● Products: Revenue is recognized upon delivery and successful customer acceptance (i.e., transfer of risks and rewards as well as physical possession). ● Engineering Services: Revenue is also recognized upon acceptance by the customer, as these services are typically customized and do not provide incremental value until completion. Since control does not transfer over time but rather at a single point (usually project completion or delivery), revenue is recognized at a point in time in accordance with ASC 606-10-25-30 and related guidance. Progress billings on projects where this criteria has not been met are recorded as deferred revenue. Deferred revenue at December 31, 2025 and December 31, 2024 was EUR 5 k and EUR 0.00 respectively. Additionally, the Company participates in government sponsored collaborations whereby they are awarded participation grants. There is no certainty as to the timing or amounts of grants that will ultimately be received. Accordingly, the company records these grants as other income upon receipt. F-9 Fair Value of Assets and Liabilities Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: ● Level 1 – Fair value based on quoted prices in active markets for identical assets or liabilities; ● Level 2 – Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data; ● Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability. The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a binomial lattice option pricing model to estimate the fair value of options, warrants and other Level 3 financial assets and liabilities. The Company believes that the binomial lattice model results in the best estimate of fair value because it embodies all of the requisite assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) necessary to fairly value these instruments and, unlike less sophisticated models like the Black-Scholes model, it also accommodates assumptions regarding investor exercise behavior and other market conditions that market participants would likely consider in negotiating the transfer of such an instrument. F-10 SONO GROUP NV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Stock-Based Compensation The Company accounts for stock-based compensation to employees and nonemployees under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company uses a binomial lattice pricing model to estimate the fair value of options and warrants granted. Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. No income tax has been provisioned for the years ended December 31, 2025 and 2024, since the Company has sustained losses historically and has substantial net operating loss carryforwards for both periods. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable. Recurring Fair Value Measurements The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, accounts payable, and accrued liabilities approximated their fair value. F-11 SONO GROUP NV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Foreign Currency Transactions Transactions denominated in currencies other than the functional currency are re-measured into the functional currency at the exchange rate in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rate in effect at the balance sheet date. Gains and losses resulting from these transactions are included in "Other income (expense), net" in the consolidated statements of operations. Net Income / (Loss) per Share December 31, 2025 2024 (KEUR, except per share amounts) Numerator Net Income 4,015 65,026 Denominator Weighted average shares outstanding - basic 1,456,914 1,449,485 Add: dilutive effect of stock options 266 33,689 Add: dilutive effect of convertible debentures – 15,771,721 Add: dilutive effect of shares indexed to preferred stock 6,577,464 – Weighted average shares outstanding - diluted 8,034,644 17,254,895 Net income per share - basic 2.76 44.86 Net income per share - diluted 0.50 3.77 For the years ended December 31, 2025 and 2024, all potentially dilutive securities were included in the computation of diluted net income per share as their effect was dilutive given the net income position in each period. Business Segments We operate our business as one operating segment. An operating segment is defined as a component of an enterprise for which separate discrete financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our CODM is the Company’s Chief Executive Officer. Reportable segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. Our CODM is regularly provided with consolidated expense information and uses consolidated net income (loss) as the measure of profit or loss in deciding whether to continue with research and development efforts or to return capital to shareholders. Correction of an Immaterial Revision in Previously Issued Financial Statements The Company has revised the statement of cash flow for the year ended December 31, 2024 to revise the presentation of net cash used in operating activities to include a gain on foreign currency exchange rates that was previously included in the effect of exchange rate changes on cash and cash equivalents. As a result, net cash used in operating activities and the effect of exchange rate changes on cash and cash equivalents decreased by EUR 0.4 million for the year ended December 31, 2024. Recently Issued Pronouncements In March 2024, the FASB issued ASU No. 2024-01, “Compensation—Stock Compensation (Topic 718): Scope Applications of Profits Interests and Similar Awards” (“ASU 2024-01”). ASU 2024-01 adds an example to Topic 718 which illustrates how to apply the scope guidance to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements under Topic 718 or under other U.S. GAAP. ASU 2024-01 is effective for annual periods beginning after December 15, 2025, although early adoption is permitted. Upon adoption, ASU 2024-01 is not expected to have an impact on the Company’s consolidated financial statements. In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” This standard requires disclosure of specific information about costs and expenses and becomes effective January 1, 2027. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU 2024-04, “Debt - Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. The requirements of ASU 2024-04 are effective for the Company for fiscal years beginning after December 15, 2025, and interim periods within those periods. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures. Recently Adopted Pronouncements No other new accounting pronouncements were issued or became effective in the period that had, or are expected to have, a material impact on our consolidated Financial Statements. F-12 SONO GROUP NV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 3 – LIQUIDITY AND GOING CONCERN ANALYSIS Liquidity and Going Concern The Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods. In evaluating the Company's ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company's ability to continue as a going concern within twelve months after the date the financial statements are issued, in accordance with ASC 205-40. Management considered the Company's current financial condition and liquidity sources, including current funds available, forecasted future cash flows, and the Company's obligations due before April 1, 2027. As of December 31, 2025, the Company had cash and cash equivalents of € 206 thousand, an accumulated deficit of € 317.4 million, net operating loss of € 7.7 million and negative operating cash flows of € 7.3 million for the year then ended. The Company has incurred recurring operating losses and negative cash flows from operations since inception, primarily attributable to the operations of its solar technology subsidiary, Sono Motors GmbH. These conditions raised substantial doubt about the Company's ability to continue as a going concern. Subsequent to December 31, 2025, management implemented a series of actions intended to improve the Company's liquidity position and reduce its ongoing cash requirements. These actions included: (i) raising gross proceeds of approximately $ 5.0 million in March 2026, consisting of a $ 3.0 million convertible debenture and a pre-funded warrant issued for aggregate proceeds of approximately $ 2.0 million; (ii) adopting the Treasury Strategy and entering into an institutional framework with Blockchain.com (BVI) II Limited in the form of the ISDA Master Agreement and the related Schedule and Credit Support Annex, to facilitate related derivative and hedging transactions in connection with the Company's digital asset holdings; and (iii) terminating current and future funding commitments to the Subsidiary (Sono Motors GmbH) and initiating the Company's exit from its legacy solar operations conducted through the Subsidiary, which is expected to materially reduce the Company's ongoing cash outflows. Management has evaluated the significance of the conditions described above in relation to the Company's ability to meet its obligations and believes that these actions, taken together, may provide sufficient resources to fund its streamlined operating plan, consisting principally of holding company overhead and public company compliance costs, for at least twelve months from the date the financial statements are issued. However, the Company's ability to maintain adequate liquidity remains subject to significant uncertainties, including the price volatility and liquidity characteristics of digital assets, the terms and potential collateral requirements of transactions entered into in connection with the Treasury Strategy pursuant to the Credit Support Annex, the timing and costs associated with exiting the legacy solar operations (which the Company is currently unable to estimate), and the maturity of the convertible debenture issued to Yorkville in March 2026, which matures in March 2027 and may require refinancing or conversion prior to or at maturity. Based upon this uncertainty, management has concluded that there is substantial doubt that the company will continue as a going concern. See Note 16 — Subsequent Events for additional information regarding the matters described above. F-13 SONO GROUP NV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 4 – RECONSOLIDATION OF SONO MOTORS GMBH In February 2023, Sono Group announced its decision to restructure its business model and discontinued the Sion passenger car program. Following subsequent insolvency proceedings under German law, Sono N.V. lost control over its subsidiary Sono Motors GmbH and deconsolidated it effective May 19, 2023, in accordance with ASU 810-10-55. On February 29, 2024, Sono Motors GmbH exited its Self-Administration Proceedings via its plan under the German Insolvency Code, which set out how the Subsidiary intended to restructure its debt and procure the inflow of new cash, including pursuant to a funding commitment from Yorkville. As a result, all outstanding debts between the Company and the Subsidiary were extinguished, and the Subsidiary was reconsolidated into our consolidated financial statements effective March 1, 2024. The reconsolidation resulted in a net gain of approximately EUR 62.6 million, reflecting the revaluation of the Subsidiary’s net assets and the extinguishment of parental guarantees and related liabilities. This gain is recorded in our operating results for the year ended December 31, 2024 and represents the financial impact of regaining control over the Subsidiary. On March 1, 2024, the Company was deemed to have regained control of Sono Motors. The Company recorded the fair value of net assets consolidated at March 1, 2024. The following table reflects the March 1, 2024 Balance Sheet of Sono Motors: March 1, 2024 KEUR Cash 1,305 Prepaid taxes 239 Prepaid expenses and other current assets 559 Property, plant and equipment, net 66 Accounts payable and accrued expenses ( 191 ) Net assets recorded on reconsolidation 1,978 F-14 SONO GROUP NV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 5 – PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment as of December 31, 2025 and 2024 were as follows: 2025 KEUR 2024 KEUR Machinery & equipment 176 180 Accumulated depreciation ( 82 ) ( 51 ) 94 129 Depreciation expense during the years ended December 31, 2025 and 2024 was EUR 31 thousand and EUR 18 thousand, respectively. NOTE 6 – LEASES The Company leases its office and warehouse space. The lease has a remaining life of 5.3 years. The Company accounts for its leases according to ASC 842 Leases. Maturities of operating lease liabilities were as follows as of December 31, 2025: KEUR 2026 167 2027 167 2028 167 2029 167 2030 and beyond 223 Total Lease payments 891 Less interest 317 Present value of lease payments 574 Balance Sheet Classification Liability as of December 31, 2025 KEUR Liability as of December 31, 2024 KEUR Current 70 58 Long term 504 572 Total Lease 574 630 The lease was calculated over a 122 month period at a weighted average discount rate of 18 %. Cash paid to satisfy lease liabilities and building lease expense for the twelve months ended December 31, 2025 and 2024 consisted of: December 31, 2025 KEUR 2024 KEUR Amortization of right-of-use assets 58 42 Interest on lease liability 109 117 Short term lease costs 21 – Variable lease costs 29 10 Total cash paid to satisfy lease liability and building lease expense 217 169 NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Amounts related to accounts payable and accrued expenses as of December 31, 2025 and 2024 were as follows: 2025 KEUR 2024 KEUR Trade accounts payable 878 575 Accrued payroll liabilities 48 – Other 22 - Total accounts payable and accrued liabilities 948 575 F-15 SONO GROUP NV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 8 – CONVERTIBLE NOTES PAYABLE AT FAIR VALUE As of December 31, 2025 and 2024, the estimated fair value of our convertible debt is as follows: December 31, 2025 KEUR December 31, 2024 KEUR Fair value convertible notes - 24,035 On December 7, 2022, the Company entered into a share purchase agreement with Yorkville to purchase up to $ 31.1 million in convertible debentures (the “2022 Debentures”). On February 5, 2024 and August 30, 2024, Company issued additional convertible debentures in the amounts of $ 4.3 million and $ 3.3 million, respectively, (the “February 2024 Debenture” and “August 2024 Debenture” respectively, and together, the “2024 Debentures”), pursuant to a funding commitment letter entered into between the Company and Yorkville in connection with Sono Group’s restructuring in connection with the Self-Administration Proceedings. On December 30, 2024 the Company and Yorkville entered into a securities purchase agreement (the “Securities Purchase Agreement”) and an exchange agreement (the “Exchange Agreement”). Under the terms of the Securities Purchase Agreement, Yorkville committed to provide limited financing to the Company in the amount of $ 5 million, subject to certain conditions and limitations. Following a number of amendments to the Securities Purchase Agreement the Company issued to Yorkville six additional debentures (“2025 Debentures”) in the amounts of $ 1 million, $ 1 million, $ 0.50 million, $ 0.75 million, $ 0.19 million and $ 0.35 million on February 12, 2025, March 25, 2025, April 24, 2025, May 27, 2025, August 6, 2025 and August 15, 2025 respectively. In connection with the Company’s uplisting to the Nasdaq Capital Market, on September 5, 2025 Yorkville increased the total funding commitment under the terms of the Securities Purchase Agreement from $ 5 million to $ 7.2 million and following the respective amendment the Company issued the final debenture for the remaining part of the total funding commitment, which amounted to $ 3.4 million. According to the terms of the Exchange Agreement and following the uplisting of Company’s Ordinary Shares to the Nasdaq Capital Market, the total amount of all convertible debentures issued by the Company to Yorkville and outstanding as of September 5, 2025, including accrued interest, totaling 42.1 M USD were converted into 1,401 preferred shares with € 300 nominal value each (please refer to Note 9 for details on preferred shares). The following table reflects the outstanding debt and accrued interest for each tranche as of September 5, 2025 and December 31, 2024: September 5, 2025 Issue Date Maturity Date Principal KUSD Accrued Interest KUSD Tranch-1 @ 4 % ( 12 % - default rate) December 7, 2022 N/A 11,100 3,275 Tranch-2 @ 4 % ( 12 % - default rate) December 8, 2022 N/A 8,150 2,321 Tranch-3 @ 4 % ( 12 % - default rate) December 20, 2022 N/A 750 214 Tranch-4 @ 12 % ( 18 % - default rate) February 5, 2024 N/A 4,318 822 Tranch-5 @ 12 % ( 18 % - default rate) August 30, 2024 N/A 3,338 408 Tranch-6a @ 12 % ( 18 % - default rate) February 12, 2025 N/A 1,000 68 Tranch-6b @ 12 % ( 18 % - default rate) March 25, 2025 N/A 1,000 54 Tranch-6c @ 12 % ( 18 % - default rate) April 24, 2025 N/A 500 22 Tranch-6d @ 12 % ( 18 % - default rate) May 27, 2025 N/A 750 25 Tranch-6e @ 12 % ( 18 % - default rate) August 6, 2025 N/A 190 2 Tranch-6f @ 12 % ( 18 % - default rate) August 15, 2025 N/A 351 3 Tranch-7 @ 12 % ( 18 % - default rate) September 5, 2025 N/A 3,409 1 Total 34,856 7,215 December 31, 2024 Issue Date Maturity Date Principal KUSD Accrued Interest KUSD Tranch-1 @ 4 % ( 12 % - default rate) December 7, 2022 July 1, 2025 11,100 2,370 Tranch-2 @ 4 % ( 12 % - default rate) December 8, 2022 July 1, 2025 8,150 1,657 Tranch-3 @ 4 % ( 12 % - default rate) December 20, 2022 July 1, 2025 750 153 Tranch-4 @ 12 % ( 18 % - default rate) February 5, 2024 July 1, 2025 4,318 470 Tranch-5 @ 12 % ( 18 % - default rate) August 30, 2024 August 30, 2025 3,338 136 Total 27,656 4,785 The 2022 Debentures carry a coupon of 4 % and were convertible into common stock at the holder’s option at, the lower of (i) $ 131.25 , or (ii) 96.5 % of the lowest daily VWAP of the Ordinary Shares during the ( 7 ) consecutive Trading Days immediately preceding the conversion date or other date of determination). As a result of the amendment described below, the 2022 Debentures have a maturity date of the later of July 1, 2025 or 12 months from the issuance date of each such new note. The 2022 Debentures contain default provisions that accelerate the payment of principal and interest calculated at the default rate of 12 %. Resulting from the Company’s application for its Self-Administration Proceedings, the 2022 Debentures have been in default since the filing with the bankruptcy court. The conversion price was changed to the lower of $ 18.75 and 85 % of the minimum daily volume-weighted average price on the seven trading days before conversion, provided that the conversion price will not be below the nominal value of EUR 0.06 , as translated to USD, and, if and only if the shares of Sono Group are listed and traded on Nasdaq on the relevant conversion date, the conversion price will not be lower than the Floor Price of USD 0.006 . F-16 SONO GROUP NV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 The 2024 Debentures carry a coupon of 12 % and are convertible into common stock at the holder’s option at, the lower of (x) a price per Ordinary Share equal to $ 18.75 or (y) 85 % of the lowest daily volume weighted average price of the Ordinary Shares during the seven consecutive trading days immediately preceding the date of conversion (the “2024 Variable Conversion Price”); provided, that the 2024 Variable Conversion Price may not be lower than (i) a price equal to 20 % of the closing price of the ordinary shares on the trading day immediately prior to the issuance date of the debenture and (ii) the nominal value of one ordinary share. The 2024 Debentures contain default provisions that accelerate the payment of principal and interest calculated at the default rate of 18 %. The February 2024 Debenture has a maturity date of July 2025, and the August 2024 Debenture has a maturity date of August 2025. The 2025 Debentures carry a coupon of 12 % and are convertible into common stock at the holder’s option at, the lower of (x) a price per Ordinary Share equal to $ 18.75 or (y) 85 % of the lowest daily volume weighted average price of the Ordinary Shares during the seven consecutive trading days immediately preceding the date of conversion (the “2024 Variable Conversion Price”); provided, that the 2024 Variable Conversion Price may not be lower than (i) a price equal to 20 % of the closing price of the ordinary shares on the trading day immediately prior to the issuance date of the debenture and (ii) the nominal value of one ordinary share. The 2024 Debentures contain default provisions that accelerate the payment of principal and interest calculated at the default rate of 18 %. The February 2025 Debenture has a maturity date of February 2026, the March 2025 Debenture has a maturity date of March 2026, the April 2025 Debenture has a maturity date of April 2026, and the May 2025 Debenture has a maturity date of May 2026. The Company has evaluated the terms and conditions of the convertible notes under the guidance of ASC 815. The conversion feature did not meet the definition of “indexed to a company’s own stock” provided for in ASC 815 due to the variable number of shares issuable at conversion. Therefore, the conversion feature requires bifurcation and liability classification. Rather than bifurcating and recording the embedded derivative as a derivative liability, the Company elected to initially and subsequently measure the convertible note in its entirety at fair value, with changes in fair value recognized in earnings in accordance with ASC 815-15-25-4. The carrying value of the convertible notes, which under ASC 815-15-25-4 is Fair Value, is on the balance sheet, with changes in the carrying value being recorded in earnings. The components of the convertible promissory notes as of September 5, 2025 and December 31, 2024 are as follows: September 5, 2025 (Conversion Date) December 31, 2024 Indexed common shares 7,718,300 18,537,485 Fair value per share $ 2.79 $ 1.24 Total Fair Value of Convertible Notes EUR18,471 EUR24,035 The Company utilized a binomial lattice option pricing model to estimate the fair value per share of the underlying common equity. The Company believes that the binomial lattice model results in the best estimate of fair value because it embodies all of the requisite assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) necessary to fairly value these instruments and, unlike less sophisticated models like the Black-Scholes model, it also accommodates assumptions regarding investor exercise behavior and other market conditions that market participants would likely consider in negotiating the transfer of such an instruments. The table below reflects the assumptions used as inputs to the binomial lattice option pricing model. Assumption September 5, 2025 (Conversion Date) December 31, 2024 Closing price of underlying common equity(1) $ 7.24 $ 4.18 Exercise price $ 4.45 $ 1.75 Volatility of underlying common equity N/A 150 % Remaining term (in years) N/A 1 Risk Free treasury rates N/A 4.18 % Foreign exchange rate at year end USD/EUR 1.17 1.0389 (1) Adjusted for a discount for lack of marketability of 50 %. On September 5, 2025, pursuant to an exchange agreement dated December 30, 2024, as amended, the debt was exchanged for 1,401 shares of perpetual preferred stock. The Preferred Stock is convertible into common shares at 85 % of the lowest VWAP for the 10 preceding trading days. As part of the commitment, the holder has agreed to a conversion price floor of $ 4.00 for six months and $ 1.00 thereafter. These terms have been embodied into the calculation of fair value as of September 5, 2025. The fair value calculated on September 5, 2025 was EUR 18.5 M indexed to 7,718,300 common shares. The debt was extinguished through the issuance of perpetual preferred stock in the amount of EUR 18.5 M and reclassified into equity. F-17 SONO GROUP NV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 9 – SHAREHOLDERS ’ EQUITY As of December 31, 2025, the Company had authorized share capital of 120,000,000 ordinary shares with a nominal value of € 0.01 per share, 40,000 high voting shares with a nominal value of € 0.25 per share and 1,401 preferred shares with a nominal value of € 300 per share with 1,424,834 ordinary shares, 40,000 high voting shares and 1,401 preferred shares issued and outstanding. Each ordinary share confers the right on the holder to cast one vote at the general meeting, each high voting share confers the right on the holder to cast twenty-five votes at the general meeting and each preferred share confers the right on the holder to cast thirty thousand votes at the general meeting, subject to a contractually agreed between the Company and Yorkville voting blocker equal to 4.99% of the combined voting power in the share capital of Sono Group N.V. The preferred shares are convertible at a price per share equal to 85% of the lowest daily volume weighted average price of the Ordinary Shares during the 10 Trading Days immediately preceding the date of the conversion notice, subject to a floor price (the “Floor Price”). Upon the conversion of each Preferred Share, the Investor shall surrender the Preferred Share being converted, plus the Investor will automatically sell and transfer to the Company for no consideration (the “Repurchase”) additional Preferred Shares such that the total number of Preferred Shares surrendered and subject to the Repurchase shall be equal to (a) the total number of Ordinary Shares issuable upon such conversion, multiplied by (b) the Effective Conversion Price, divided by (c) 30,000. The Parties acknowledge that pursuant to Section 2:98 paragraph 2, of the Dutch Civil Code, the Company cannot hold more than half of its issued nominal share capital. If, as a result of the Repurchase the Company will exceed the aforementioned threshold, the Parties hereby agree that such repurchase for no consideration is postponed until the Company has taken appropriate measures. On December 23, 2024, the Company amended its articles of association to implement a reverse share split (the “Reverse Share Split”) of both its ordinary shares and high voting shares at a ratio of 1-for- 75 . The Reverse Share Split had been previously approved by the Company’s shareholders at an extraordinary general meeting held on January 31, 2024 (the “January 2024 EGM”). The Reverse Share Split took market effect on January 6, 2025, following confirmation from the Financial Industry Regulatory Authority (“FINRA”) that it had received and reviewed all necessary documentation to process the Reverse Share Split. In connection with the Reverse Share Split, every 75 ordinary shares issued and outstanding immediately prior to the Reverse Share Split were converted into one ordinary share, and every 75 high voting shares were converted into one high voting share. Fractional shares resulting from the Reverse Share Split were rounded down to the nearest whole number, with no cash or other compensation paid in lieu of fractional shares. All share and per-share data have been retroactively adjusted throughout this report to account for this share split. In connection with the reverse share split, the Company also decreased the nominal value per share from € 0.06 to € 0.02 for Ordinary Shares and from € 1.50 to € 0.5 for High Voting Shares. On December 30, 2024, the Company entered into an Exchange Agreement with YA II PN, Ltd. (“Yorkville”) (as subsequently amended), pursuant to which Yorkville agreed to exchange all outstanding debentures it held for preferred shares of the Company, subject to closing conditions, including among others the Company’s receipt of notice that its ordinary shares met all requirements for listing on the Nasdaq Capital Market. On August 13, 2025, shareholders approved amendments to the Company’s Articles of Association that, among other things, create the preferred share class and adjust the Company’s authorized share capital, with such amendments to become effective on the Closing Date of the Exchange Agreement. These amendments included, among others, the following changes in the authorized capital: from 4,300,000 Ordinary Shares, with a nominal value of € 0.02 each, to 120,000,000 Ordinary Shares, with a nominal value of € 0.01 each, from 53,400 High Voting Shares, with a nominal value of € 0.50 each, to 40,000 High Voting Shares, with a nominal value of € 0.25 each, from no Preferred Shares to 1,401 Preferred Shares, with a nominal value of € 300 each. Following receipt of Nasdaq approval on September 4, 2025 and commencement of trading on September 5, 2025 under ticker “SSM”, the conditions to closing were satisfied and the Exchange Agreement closed, resulting in the exchange of Yorkville’s outstanding debentures into preferred shares in accordance with its terms. These corporate actions followed the previously disclosed reverse share split and nominal value adjustments (ordinary shares to € 0.02 ; high-voting shares to € 0.50 ) and, upon the Closing Date of the Exchange Agreement, the effectiveness of the shareholder-approved amendments to the Articles of Association further decreased the nominal value per share to € 0.01 for ordinary shares and € 0.25 for high-voting shares. As a result of these actions, the presentation of the Company’s ordinary shares and high voting shares in the consolidated financial statements as of December 31, 2025 and December 31, 2024 has been adjusted to reflect the post-split basis for comparative purposes. Stock Options In December 2020, against the background of our intention to terminate all relevant benefits under former employee participation programs from 2017 and 2018 (respectively, “VESP 2017” and “VESP 2018”) pursuant to which employees were granted virtual shares, we adopted our conversion stock option program under the LTIP (“CSOP”). Under the CSOP, the Company granted 41,157 fully vested stock options, each with an exercise price of €4. 50 and which are not subject to any performance criteria, with effect as of the closing date of our IPO on November 19, 2021. The stock options became exercisable one year after the closing of our IPO and are exercisable only in certain windows. The stock options expired on November 18, 2025, four years after the closing of our IPO. Certain former supervisory board members received one-time awards of restricted stock units for Ordinary Shares (“RSUs”) under the LTIP in connection with the Company’s IPO and such individual’s appointment as a member of the supervisory board, starting from the date of the Company’s IPO. The awards of a total of 854 RSUs were granted on November 21, 2021 and vest in four equal, annual installments on each anniversary of the grant date, with the fourth installment vesting on the earlier of (a) the fourth anniversary of the grant date or (b) the Company's annual general meeting of shareholders to be held in 2025. As of December 31, 2022 there were 213 RSUs fully vested. As of December 31, 2023 there were 266 RSUs fully vested. Due to termination of the former supervisory board members no further RSUs were vested in the year 2024. F-18 SONO GROUP NV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 The following table summarizes stock option activity as of and for the years ended December 31, 2025 and 2024: Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price EUR Weighted Average Remaining Contractual Term (Yrs) Average Intrinsic Value EUR Outstanding at January 1, 2024 35,119 4.41 2.0 – Exercised during the period 981 4.50 ( 1,938 ) Outstanding at December 31, 2024 33,689 4.46 0.9 – Exercised during the period 648 4.50 1,850 Expired during the period 32,775 4.50 Outstanding at December 31, 2025 266 – 5.83 1,862 Exercisable at December 31, 2025 266 – 5.83 1,862 The total intrinsic value of options exercised during the years ended December 31, 2025 and December 31, 2024 was EUR 1,850 and EUR( 1,938 ), respectively. As of December 31, 2025, the aggregate intrinsic value of options outstanding and exercisable was EUR 1,862 , with a weighted average remaining contractual term of 5.83 years. NOTE 10 – GENERAL AND ADMINISTRATIVE EXPENSES The table below provides details on general and administrative expenses: December 31, 2025 KEUR December 31, 2024 KEUR Professional fees 2,661 2,546 Personnel costs 1,413 1,517 Building lease expense 218 169 Insurance 109 140 Software fees and subscriptions 282 96 Other expenses 390 180 Total general and administrative expenses 5,073 4,648 NOTE 11 – RESEARCH AND DEVELOPMENT EXPENSES December 31, 2025 KEUR December 31, 2024 KEUR Development costs 74 237 Professional fees 238 184 Personnel expenses 1,375 654 Software fees and subscriptions 67 22 Other expenses 63 21 Total research and development expenses 1,817 1,118 NOTE 12 – SELLING AND DISTRIBUTION EXPENSES December 31, 2025 KEUR December 31, 2024 KEUR Personnel expenses 676 565 Advertising and marketing 165 112 Other expenses 36 1 Total selling and distribution expenses 877 678 F-19 SONO GROUP NV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 13 – COMMITMENTS AND CONTINGENCIES Service contracts The Company carries various service contracts on its office buildings and certain copier equipment for repairs, maintenance and inspections. All contracts are short term and can be cancelled on notice. Litigation None. NOTE 14 – INCOME TAXES Current tax assets and liabilities Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities based on the tax rates and tax laws that are enacted or substantively enacted at the end of the reporting period. Deferred taxes Deferred tax is recognized using the liability method on temporary differences as of the end of the reporting period between the carrying amounts of assets and liabilities and their tax bases. Deferred tax liabilities are recognized for all taxable temporary differences. The only exception is if the deferred income tax arises from initial recognition of an asset or liability in a transaction other than a business combination which, at the time of the transaction, affects neither accounting profit or loss nor taxable profit or loss. Deferred tax liabilities are recognized for all taxable temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary differences, and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognized for deductible temporary differences and to the extent that it is probable that future taxable income will allow the deferred tax asset to be realized. Deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized, or the liability is settled based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets may only be recognized up to the amount of the deferred tax liabilities as it is not sufficiently probable that future taxable profit will be available against which they can be utilized. If transactions and other events are recognized directly in equity, any related taxes on income are also recognized directly in equity. As transaction costs are recognized in the capital reserve, corresponding (deferred) tax effects are recognized partly due to the loss situation of Sono Group and the fact that deferred taxes for losses carried forward were partly recognized at the level of Sono N.V. Deferred tax assets and deferred tax liabilities are offset if there is a legally enforceable right to offset current tax assets and current tax liabilities and these relate to income taxes levied by the same tax jurisdiction. F-20 SONO GROUP NV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 Rate Reconciliation 2025 2024 Pre-tax book Income (Loss) 4,015 ( 63,973 ) Expected tax/(benefit) at 32.98 % international statutory rates ( 1,324 ) ( 21,098 ) Current Year Change in Valuation Allowance 1,324 21,098 Income tax expense – – Deferred Tax Assets/(Liab.) Detail 2025 2024 NOL DTA 108,020 106,429 (Gain) From Change in FV of Convertible Debt ( 3,905 ) ( 242 ) Unrecognized tax losses 115 1,274 Net Deferred Tax Asset 105,050 107,461 Less valuation allowance ( 105,050 ) ( 107,461 ) Deferred Tax Assets – – The table above presents the gross deferred taxes only for reasons of understanding and completeness, as no deferred taxes have been recognized due to a (deferred tax asset/liabilities) net position of zero. As the net deferred tax asset was not booked in a first step, no valuation allowance is booked. Given the loss history of the Company, deferred tax assets are not recognized on the balance sheet. The amount of deferred tax assets/liabilities as of December 31, 2025 and 2024 are zero . There are no deferred taxes with regard to Outside Basis Differences as those are permanent differences. NOTE 15 – FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate their respective fair values due to the short-term nature of such instruments. The Company measures certain financial instruments at fair value on a recurring basis, including certain convertible notes payable. All financial instruments carried at fair value fall within Level 3 of the fair value hierarchy as their value is based on unobservable inputs. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. The following table summarizes the conclusions reached regarding fair value measurements as of December 31, 2025 and 2024: As of December 31, 2024 KEUR Level 1 Level 2 Level 3 Total Liabilities: Convertible notes payable at fair value 24,035 24,035 Total Liabilities 24,035 24,035 Convertible notes payable is a Level 3 financial instrument that is measured at fair value on a recurring basis. The table below summarizes the activity for the years ended December 31, 2025 and 2024 respectively. Convertible Notes Payable at Fair Value KEUR Balance December 31, 2023 25,629 Proceeds from new borrowings 7,000 Changes resulting from foreign exchange rates and other 329 Fair value measurement (gain)/loss ( 8,923 ) Balance December 31, 2024 24,035 Proceeds from new borrowings 5,990 Changes resulting from foreign exchange rates and other ( 446 ) Fair value measurement (gain)/loss ( 11,108 ) Exchange for preferred stock September 5, 2025 ( 18,471 ) Balance December 31, 2025 - F-21 SONO GROUP NV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 16 – SUBSEQUENT EVENTS Subsequent to December 31, 2025, the Company entered into the following 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 December 31, 2025. a) Yorkville Financings 2026 Convertible Debentures On January 26, 2026, the Company issued a convertible debenture to Yorkville in the aggregate principal amount of $ 600,000 (the “January 2026 Debenture”). The January 2026 Debenture matures on January 26, 2027, which maturity date may be extended at the option of Yorkville. Further, interest accrues on the outstanding principal balance of the January 2026 Debenture at an annual rate of 12 %, which will increase to an annual rate of 18 % upon an Event of Default (as defined in the January 2026 Debenture). for so long as such Event of Default remains uncured. Yorkville will have the right to convert the January 2026 Debenture into Ordinary Shares of the Company at the lower of (i) a price per Ordinary Share equal to $ 18.75 or (ii) 85 % of the lowest daily volume weighted average price of the Ordinary Shares during the seven consecutive trading days immediately preceding the conversion date or other date of determination (the “Variable Conversion Price”); provided that the Variable Conversion Price may not be lower than the Floor Price (as defined in the January 2026 Debenture) then in effect or the nominal value of one Ordinary Share. Net proceeds to the Company from the January 2026 Debenture were $ 600,000 . In addition, on February 19, 2026, the Company issued a convertible debenture to Yorkville in the aggregate principal amount of $ 750,000 (the “February 2026 Debenture”). The February 2026 Debenture matures on February 19, 2027, which maturity date may be extended at the option of Yorkville. Further, interest accrues on the outstanding principal balance of the February 2026 Debenture at an annual rate of 12 %, which will increase to an annual rate of 18 % upon an Event of Default (as defined in the February 2026 Debenture), for so long as such Event of Default remains uncured. Yorkville will have the right to convert the February 2026 Debenture into Ordinary Shares of the Company at the Variable Conversion Price; provided that the Variable Conversion Price may not be lower than the Floor Price (as defined in the February 2026 Debenture) then in effect or the nominal value of one Ordinary Share. Net proceeds to the Company from the February 2026 Debenture were $ 750,000 . Further, on March 10, 2026, the Company issued a convertible debenture (the “March 2026 Debenture”) to Yorkville in the aggregate principal amount of $ 3,000,000 . The March 2026 Debenture matures on March 10, 2027, which maturity date may be extended at the option of Yorkville. Further, interest accrues on the outstanding principal balance of the March 2026 Debenture at an annual rate of 12 %, which will increase to an annual rate of 18 % upon an Event of Default (as defined in the March 2026 Debenture), for so long as such Event of Default remains uncured. Yorkville will have the right to convert the March 2026 Debenture into Ordinary Shares of the Company at the Variable Conversion Price; provided that the Variable Conversion Price may not be lower than the Floor Price (as defined in the March 2026 Debenture) then in effect or the nominal value of one Ordinary Share. Net proceeds to the Company from the March 2026 Debenture were $ 3,000,000 . Pre-Funded Warrant Private Placement As previously announced in the March 10 Current Report, concurrently with the entry into the March 2026 Debenture, on March 10, 2026, the Company and Yorkville entered into a Pre-Funded Warrant Securities Purchase Agreement, dated March 10, 2026 (the “Warrant Purchase Agreement”), pursuant to which, at the closing which occurred on March 10, 2026, the Company issued and sold to Yorkville a pre-funded warrant to purchase up to 283,367 Ordinary Shares of the Company (the “Warrant Shares”), exercisable in whole or in part at any time after issuance (the “Pre-Funded Warrant”). The aggregate subscription amount for the Pre-Funded Warrant was $ 2,000,004.29 . Such amount was paid by Yorkville at the closing of the Warrant Purchase Agreement. The aggregate gross proceeds to the Company from the Private Placement were approximately $ 2,000,004.29 , before deducting the offering expenses payable by the Company, which expenses consist solely of legal fees. The Company intends to use the net proceeds from the offering for working capital purposes. In addition, the per share exercise price of the Pre-Funded Warrant is € 0.01 . F-22 The Pre-Funded Warrant is exercisable for up to 283,367 Ordinary Shares at an exercise price of € 0.01 per share (subject to certain adjustments), is exercisable immediately upon issuance, and may be exercised, in whole or in part, at any time until exercised in full. Yorkville (together with its Attribution Parties (as defined in the Pre-Funded Warrant)) may not exercise any Pre-Funded Warrant to the extent that Yorkville would own more than 4.99 % of the outstanding Ordinary Shares immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of such Pre-Funded Warrant, which percentage may be changed at Yorkville’s election to a lower or higher percentage not in excess of 9.99 % upon 61 days’ notice to the Company, subject to the terms of the Pre-Funded Warrant. The Pre-Funded Warrant provides for standard anti-dilution adjustments to the exercise price and the number of Warrant Shares issuable upon exercise in connection with stock dividends, splits, combinations, reclassifications and similar events. Registration Rights Agreement In connection with the Private Placement, the Company entered into a Registration Rights Agreement with Yorkville, dated March 10, 2026 (the “Registration Rights Agreement”). The Registration Rights Agreement provides that the Company shall file a registration statement covering the resale of all of the Warrant Shares and any other Registrable Securities (as defined in the Registration Rights Agreement) with the SEC no later than the 30th calendar day following the date of the Registration Rights Agreement, and have the registration statement declared effective by the SEC as promptly as practicable after the filing thereof, but in any event no later than the 90th calendar day following the date of the Registration Rights Agreement, or in the event of a “full review” by the SEC, the 120th day following the date of the Registration Rights Agreement. Upon the occurrence of any Event (as defined in the Registration Rights Agreement), which, among others, prohibits Yorkville from reselling the Registrable Securities for more than ten consecutive calendar days or more than an aggregate of twenty calendar days during any twelve-month period, the Company is obligated to pay to Yorkville, on each monthly anniversary of each such Event, an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0 % multiplied by the aggregate subscription amount paid by Yorkville pursuant to the Warrant Purchase Agreement. All fees and expenses incident to the performance of or compliance with the Registration Rights Agreement by the Company will be borne by the Company, whether or not any Warrant Shares are sold pursuant to a registration statement. b) Digital Asset Treasury Strategy As previously announced in the Company’s Current Report on Form 8-K filed with the SEC on March 16, 2026 (the “March 16 Current Report”), on March 10, 2026, in connection with the Treasury Strategy (as defined below), the Company entered into an International Swaps and Derivatives Association, Inc. (“ISDA”) 2002 ISDA Master Agreement, dated as of March 10, 2026 (the “ISDA Master Agreement”) with Blockchain.com (BVI) II Limited, a business company incorporated under the laws of the British Virgin Islands (“Blockchain.com”), facilitating the Company to enter into derivative and/or hedging transactions (collectively, the “Transactions”) to manage the risk associated with the Treasury Strategy. The derivative and hedging transactions will be governed by the ISDA Master Agreement, including the related Schedule to the ISDA Master Agreement executed by the Company and Blockchain.com on March 10, 2026 (the “Schedule”). The structure of the Transactions may include forwards, swaps, futures, options or other derivatives transactions in respect of digital assets. Certain events of default will apply to the Transactions under the ISDA Master Agreement and Schedule, including, but not limited to, failure to pay or deliver, breach of the agreement, credit support default, cross-defaults and misrepresentation. In addition, in connection with the ISDA Master Agreement, the Company and Blockchain.com entered into a Credit Support Annex to the Schedule to the ISDA Master Agreement, dated as of March 10, 2026 (the “Credit Support Annex”), which sets forth the terms and conditions upon which the Company will be required to deliver additional collateral to Blockchain.com (and Blockchain.com will be required to return collateral to the Company) depending upon the mark to market exposure under the ISDA Master Agreement and the value of the collateral. The ISDA Master Agreement, the Schedule and the Credit Support Annex are governed by the laws of England and Wales. As further announced in the March 16 Current Report, on March 14, 2026, the Company’s management board, with the approval of the supervisory board, ratified the Company’s entry into the ISDA Master Agreement, the Schedule and the Credit Support Annex and approved the adoption of a digital asset treasury strategy and digital asset treasury policy and the purchase by the Company of Bitcoin and other digital assets in connection therewith (the “Treasury Strategy”). Under the Treasury Strategy, the principal holding in the Company’s treasury reserve on its balance sheet will be allocated to digital assets, principally Bitcoin, by applying a covered-call yield strategy. The Company may use available liquidity, including proceeds from previously disclosed financing arrangements, to purchase Bitcoin and other digital assets, subject to applicable law and public disclosure requirements. The Company intends to solicit the ratification by its shareholders of the engagement by the Company in the Treasury Strategy. c) Exit from Sono Motors GmbH As previously announced in the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2026 (the “March 19 Current Report”), on March 14, 2026, our supervisory board resolved to terminate all current and future funding commitments to the Subsidiary and to exit the legacy solar operations conducted through the Subsidiary, with immediate effect. The Company’s decision was driven by the Subsidiary’s historical lack of profitability, which has resulted in the Company having to continuously provide funding to the Subsidiary, and thus incur losses, and a determination by the supervisory board that there was not a clear path for the Subsidiary to achieve profitability in a reasonably desirable timeframe and thus, avoid future losses by the Company. This decision was made in conjunction with the decision on March 14, 2026 by the Company’s management board, with the approval of the supervisory board, to adopt the Treasury Strategy, as previously announced. The Treasury Strategy is projected to generate cash flow for the Company in the first year of its execution. The Company is also exploring other strategic alternatives to maximize shareholder value. As announced in the March 19 Current Report, the Company is currently unable to make a good faith estimate of the total costs and charges, if any, that may be incurred in connection with the cessation of funding to the Subsidiary and the exit from the Company’s legacy solar business. The determination of any such costs is subject to significant uncertainties, including, among other things, the timing, scope and manner of any actions undertaken with respect to the Subsidiary following the cessation of funding, as well as the extent of any obligations of the Company in connection therewith. Potential costs, if any, may include legal, advisory and other professional fees and expenses associated with activities relating to the Subsidiary. Any such costs and expenditures, if incurred, are expected to be reduced by cash flow to the Company from the Treasury Strategy. The Company will amend the March 19 Current Report to disclose material costs, charges and cash expenditures to be borne directly by the Company, if and when such amounts become reasonably estimable. Management concluded that these transactions occurred after year-end and therefore did not require adjustment to the accompanying consolidated financial statements. F-23