Unusual Machines, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of December 31, 2025. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in reports, such as this report, that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: · pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; · provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and · provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. 43 Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of December 31, 2025, our internal control over financial reporting were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Changes In Controls Over Financial Reporting During the quarter ended December 31, 2025, the Company continued to strengthen its internal controls including the implementation of advanced inventory modules within NetSuite for its financial and transactional reporting. In addition, the Company has successfully hired additional staff within the accounting, finance, and human resource functions and the Company has updated their process documentation for financial reporting. These changes and documentation of our internal controls have remediated the previously disclosed material weaknesses in internal controls which includes sufficient segregation of duties within accounting functions and having written documentation of our internal control policies and procedures. Other than as discussed above, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Item 9B. Other Information. During the fourth quarter ended December 31, 2025, none of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, as described in the table below: Name and Title Action Applicable Date Duration of Trade Arrangements 10b5-1 Trading Arrangement? (Y/N)* Aggregate Number of Securities Subject to Trading Arrangement Dr. Allan Evans Chief Executive Officer and Director Adopt December 15, 2025 March 2026 through December 2026 Y Up to 16,500 shares of Common Stock from March vesting for tax purposes Dr. Allan Evans Chief Executive Officer and Director Adopt December 15, 2025 May 2026 through December 2026 Y Up to 16,500 shares of Common Stock from May vesting for tax purposes Dr. Allan Evans Chief Executive Officer and Director Adopt December 15, 2025 August 2026 through December 2026 Y Up to 16,500 shares of Common Stock from August vesting for tax purposes Dr. Allan Evans Chief Executive Officer and Director Adopt December 15, 2025 November 2026 through December 2026 Y Up to 16,500 shares of Common Stock from November vesting for tax purposes Brian Hoff Chief Financial Officer Adopt December 15, 2025 March 2026 through December 2026 Y Up to 11,413 shares of Common Stock from March vesting for tax purposes Brian Hoff Chief Financial Officer Adopt December 15, 2025 May 2026 through December 2026 Y Up to 11,413 shares of Common Stock from May vesting for tax purposes Brian Hoff Chief Financial Officer Adopt December 15, 2025 August 2026 through December 2026 Y Up to 11,413 shares of Common Stock from August vesting for tax purposes Brian Hoff Chief Financial Officer Adopt December 15, 2025 November 2026 through December 2026 Y Up to 11,413 shares of Common Stock from November vesting for tax purposes 44 Andrew Camden Chief Operating Officer Adopt December 15, 2025 March 2026 through December 2026 Y Up to 9,625 shares of Common Stock from March vesting for tax purposes Andrew Camden Chief Operating Officer Adopt December 15, 2025 May 2026 through December 2026 Y Up to 9,625 shares of Common Stock from May vesting for tax purposes Andrew Camden Chief Operating Officer Adopt December 15, 2025 August 2026 through December 2026 Y Up to 9,625 shares of Common Stock from August vesting for tax purposes Andrew Camden Chief Operating Officer Adopt December 15, 2025 November 2026 through December 2026 Y Up to 9,625 shares of Common Stock from November vesting for tax purposes Cristina Colon Board of Director Adopt December 15, 2025 March 2026 through December 2026 Y Up to 35 % of shares of Common Stock from March grant for tax purposes Cristina Colon Board of Director Adopt December 15, 2025 May 2026 through December 2026 Y Up to 35 % of shares of Common Stock from May grant for tax purposes Cristina Colon Board of Director Adopt December 15, 2025 August 2026 through December 2026 Y Up to 35 % of shares of Common Stock from August grant for tax purposes Cristina Colon Board of Director Adopt December 15, 2025 November 2026 through December 2026 Y Up to 35 % of shares of Common Stock from November grant for tax purposes Sanford Rich Board of Director Adopt December 15, 2025 March 2026 through December 2026 Y Up to 50 % of shares of Common Stock from March grant for tax purposes Sanford Rich Board of Director Adopt December 15, 2025 May 2026 through December 2026 Y Up to 50 % of shares of Common Stock from May grant for tax purposes Sanford Rich Board of Director Adopt December 15, 2025 August 2026 through December 2026 Y Up to 50 % of shares of Common Stock from August grant for tax purposes Sanford Rich Board of Director Adopt December 15, 2025 November 2026 through December 2026 Y Up to 50 % of shares of Common Stock from November grant for tax purposes Stacy Wright Chief Revenue Officer (effective Jan 1, 2026) Adopt December 15, 2025 March 2026 through December 2026 Y Up to 13,750 shares of Common Stock from March vesting for tax purposes Stacy Wright Chief Revenue Officer (effective Jan 1, 2026) Adopt December 15, 2025 May 2026 through December 2026 Y Up to 13,750 shares of Common Stock from May vesting for tax purposes Stacy Wright Chief Revenue Officer (effective Jan 1, 2026) Adopt December 15, 2025 August 2026 through December 2026 Y Up to 13,750 shares of Common Stock from August vesting for tax purposes Stacy Wright Chief Revenue Officer (effective Jan 1, 2026) Adopt December 15, 2025 November 2026 through December 2026 Y Up to 13,750 shares of Common Stock from November vesting for tax purposes *Denotes whether the trading plan is intended, when adopted, to satisfy the affirmative defense of Rule 10b5-1(c). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 45 PART III Item 10. Directors, Executive Officers, and Corporate Governance The following table sets forth information regarding our current directors and executive officers: Name Age Position Dr. Allan Evans 42 Chief Executive Officer and Director Brian Hoff 40 Chief Financial Officer Andrew Camden 35 President and Chief Operating Officer Robert Lowry 67 Director Sanford Rich 68 Director Jeffrey Thompson 61 Director Cristina A. Colón, Esq. 38 Director Dr. Allan Evans, Chief Executive Officer and Chairman of the Board of Directors Dr. Allan Evans was appointed to serve as the Chief Executive Officer and a director of the Company effective December 4, 2023. Prior to becoming our Chief Executive Officer, Dr. Evans was the Chief Operating Officer of Red Cat from January 2021 to November 2023 and was the Chief Executive Officer of Fat Shark. Dr. Evans is a serial entrepreneur with a history of founding and leading technological innovation. He has extensive experience in overseeing different emerging technologies. From August 2017 to October 2020, Dr. Evans served as a board member for Ballast Technologies, a company that specialized in technology for location-based entertainment. In November 2012, he co-founded Avegant, a technology company focused on developing next generation display technology to enable previously impossible augmented reality experiences. He led design, development, and initial production of the Glyph head mounted display and oversaw technology research and patent strategy while serving as Chief Technology Officer of Avegant until 2016. Dr. Evans has 47 pending or issued patents that cover a range of technologies from implantable medical devices to mixed reality headsets. Academically, his work has an h-index of 15, an i-index of 28, and has been cited in more than 1,000 publications. He has extensive experience with new technologies, engineering, business development, and corporate strategy, and his expertise in these areas strengthens the Company’s collective knowledge and capabilities. Dr. Evans has also served as a director of DataCentrix, Inc. (Nasdaq: DTCX) since December 15, 2025. Dr. Evans’ management and public company experience, his experience in the drone business and his role as Chief Executive Officer of the Company, led to his appointment as a director. 46 Brian Hoff, Chief Financial Officer Mr. Hoff has served as the Company’s Chief Financial Officer since November 2022. Prior to that, he served as the Chief Financial Officer of Auddia, Inc. (Nasdaq: AUUD), a technology company focused on audio media, from April 2021 to October 2022. He served as Vice President and Controller at STACK Infrastructure, a digital infrastructure company, from October 2019 to April 2021, and as Controller at Coalfire, a cybersecurity company, from November 2011 until October 2019. Andrew Camden, President and Chief Operation Officer Mr. Camden, has been our President since January 23, 2026. As President, under our Bylaws he acts as the Chief Operating Officer. Prior to his promotion, Mr. Camden our Chief Operating Officer on March 4, 2024. He was President of Rotor Riot from 2018 through March 4, 2025. Prior to that, he worked for four years as an Engineer for General Motors. As President of Unusual Machines, Mr. Camden is responsible for operational execution, manufacturing, and supply chain across the Company’s U.S.-based production footprint. He joined Rotor Riot in 2017 and has played a key role in building the operations that became Unusual Machines, supporting the transition from product development into scaled domestic manufacturing of drone components. Prior to entering the drone industry, Camden spent four years in engineering roles at General Motors, where he gained experience in manufacturing operations and supply chain management. Stacy Wright, Chief Revenue Officer Stacy Wright has been our Chief Revenue Officer since January 1, 2026. Previously she was our Executive Vice President of Revenue from July 2025 through December 2025, President of Rotor Riot from March 4, 2024 and Vice President of Rotor Riot from November 2020 through March 4, 2024. Cristina A. Colón, Esq., Director Ms. Colón has a served as a director of the Company since August 2022. Ms. Colón has been the owner of Cinmarc & Associates LLC, a public housing consulting firm, since 2018 and has served as its President since August 2021. Ms. Colón has also been the owner/operator Café de La Plaza, a restaurant located in Palmas del Mar, Puerto Rico, since 2009. From 2019 to 2021, Ms. Colón served as an investor relations specialist at OptimizeRX, a medical technology company. Ms. Colón’s experience as an entrepreneur and her marketing and investor relations experience led to her appointment as a director. Ms. Colon is also a lawyer in Florida and Washington, D.C. Robert Lowry, Director Mr. Lowry has served as a director of the Company since August 2022. Mr. Lowry has been the owner of Sebring Assisted Living Facility since 1998, and the owner of Homestead Assisted Living Facility since 2007. Mr. Lowry’s experience as a business entrepreneur and his experience in operational finance led to his appointment as a director. Sanford Rich, Director Mr. Rich serves as director and Audit Committee member of the Company since January 31, 2024. Since March 2012, Mr. Rich has served as a director of Aspen Group, Inc. and since November 29, 2019, as Audit Committee Chairman. From August 2, 2017 to June 23, 2019, Aspen Group, Inc. had its common stock listed on the Nasdaq Capital Market and from June 24, 2019 to March 23, 2023, Aspen Group, Inc. had its common stock listed on Nasdaq Global Market, after which it voluntarily withdrew to focus on its core business and save money. Since January 2016, Mr. Rich has served as the Executive Director of the New York City Board of Education Retirement System. Mr. Rich also serves as a member of the Investor Advisory Group of the PCAOB for a term from June 1, 2022 to December 31, 2028. From November 2012 to January 2016, Mr. Rich served as the Chief of Negotiations and Restructuring for the Pension Benefit Guaranty Corporation (a United States Government Agency). Mr. Rich was selected as a director for his 40 years of experience in the financial sector and his experience serving on the audit committees of public companies. 47 Jeffrey Thompson, Director Mr. Thompson has served as a director of the Company since inception in 2019. He served as the Company’s principal executive officer from inception until April 2022. Mr. Thompson has been President and Chief Executive Officer of Red Cat since May 15, 2019. In 2016, Mr. Thompson founded Red Cat Propware Inc., a provider of cloud-based analytics, storage, and services for drone aircraft, and served as its Chief Executive Officer until May 15, 2019 when it was acquired by Red Cat. Mr. Thompson’s management and public company experience, his experience in the drone business and his role as President and Chief Executive Officer of Red Cat, led to his appointment as a director. Composition of our Board of Directors Our Board of Directors currently consists of five members. Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation or removal. There are no family relationships among any of our directors or executive officers. Director Independence Our Board has determined that all of our present directors are independent, in accordance with standards under the NYSE Listing Rules, other than Dr. Evans and Mr. Thompson. Our Board determined that, under the NYSE Listing Rules, Dr. Evans is not an independent director because he is the Chief Executive Officer of the Company. It has also been determined that Mr. Thompson is not an independent director, because of the purchase orders we received from Teal Drones, a Red Cat subsidiary. Our Board has determined that Mr. Lowry, Mr. Rich, and Ms. Colón are independent under the NYSE Listing Rules’ independence standards for Audit Committee members. Our Board has also determined that they are independent under the NYSE Listing Rules independence standards for Compensation Committee members and for Governance and Nominating committee members. Committees of the Board of Directors Audit Committee The Audit Committee currently consists of Mr. Rich (Chair), Mr. Lowry, and Ms. Colón. Each member of the Audit Committee is an independent director as defined by the rules of the SEC and NYSE American. The Audit Committee has the sole authority and responsibility to select, evaluate and engage independent auditors for the Company. The Audit Committee reviews with the auditors and with the Company’s financial management all matters relating to the annual audit of the Company. The Audit Committee monitors the integrity of our financial statements, monitors the independent registered public accounting firm’s qualifications and independence, monitors the performance of our internal audit function and the auditors, and monitors our compliance with legal and regulatory requirements. The Audit Committee also meets with our auditors to review the results of their audit and review of our annual and interim financial statements. The Audit Committee plans to meet at least on a quarterly basis to discuss with management the annual audited financial statements and quarterly financial statements and meets from time to time to discuss general corporate matters. Audit Committee Financial Expert Our Board determined that Mr. Rich is qualified as an Audit Committee Financial Expert, as that term is defined by the rules of the SEC, in compliance with the Sarbanes-Oxley Act of 2002. 48 Compensation Committee The Compensation Committee currently consists of Mr. Lowry (Chair), Ms. Colón, and Mr. Rich each of whom are independent directors. Among other things, the Compensation Committee reviews, recommends and approves salaries and other compensation of the Company’s executive officers, and administers the Company’s Equity Incentive Plan (including reviewing, recommending and approving stock option and other equity incentive grants to executive officers). In addition, subject to existing agreements, the Compensation Committee is authorized to determine the salaries, bonuses, and other matters relating to compensation of the executive officers of the Company using similar parameters. It may set performance targets for determining periodic bonuses payable to executive officers. It is also authorized to review and make recommendations to the Board regarding executive and employee compensation and benefit plans and programs generally, including employee bonus and retirement plans and programs (except to the extent specifically delegated to a Board appointed committee with authority to administer a particular plan). In addition, the Compensation Committee approves the compensation of non-employee directors and reports it to the full Board. The Compensation Committee also reviews and makes recommendations with respect to shareholder proposals related to compensation matters. The Compensation Committee may, in its sole discretion and at the Company’s cost, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the committee. Corporate Governance and Nominating Committee The Corporate Governance and Nominating Committee (the “Nominating Committee”) consists of Ms. Colón (Chair), Mr. Lowry, and Mr. Rich, each of whom meets the independence requirements of all other applicable laws, rules and regulations governing director independence, as determined by the Board. The Nominating Committee has the authority to identify individuals qualified to become members of the Board, consistent with criteria approved by the Board; recommend to the Board the director nominees for the next annual meeting of shareholders at which directors are to be elected; recommend to the Board candidates to fill any vacancies on the Board; develops, recommend to the Board, and reviews the corporate governance guidelines applicable to the Company; and oversees the evaluation of the Board and management. It is authorized to consider and recruit candidates to fill positions on the Board, including as a result of the removal, resignation or retirement of any director, an increase in the size of the Board or otherwise. The Nominating Committee has the authority to conduct, subject to applicable law, any and all inquiries into the background and qualifications of any candidate for the Board and such candidate’s compliance with the independence and other qualification requirements established by the Nominating Committee. In selecting and recommending candidates for election to the Board or appointment to any committee of the Board, the Nominating Committee does not believe that it is appropriate to select nominees through mechanical application of specified criteria. Rather, the Nominating Committee shall consider such factors at it deems appropriate, including, without limitation, the following: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly-held company; experience in the Company’s industry; experience as a board member of another publicly-held company; diversity as required by the NYSE Rules; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other directors of the Company; practical and mature business judgment; and composition of the Board (including its size and structure). The Nominating Committee will develop and recommend to the Board a policy regarding the consideration of director candidates recommended by the Company’s shareholders and procedures for submission by shareholders of director nominee recommendations. 49 The Nominating Committee oversees the evaluation of the Board and management. It also develops and recommends to the Board a set of corporate governance guidelines applicable to the Company, which the Nominating Committee shall periodically review and revise as appropriate. In discharging its oversight role, the Nominating Committee is empowered to investigate any matter brought to its attention. Board Leadership Structure Allan Evans serves as the Chairman of the Board and actively interfaces with management, the Board and counsel regularly. We believe that Dr. Evans’s experience as an entrepreneur and Chief Executive Officer of a drone company will help the Company with the challenges faced by us at this stage as well as implementing our business and marketing plans, integrating acquisitions, continuing and managing our growth. We believe that Dr. Evans and the other members of the Board will assist the Company’s management with both the operational aspects as well as the strategic aspects of our business. Board Risk Oversight The Company’s risk management function is overseen by the Board. The Company’s management keeps the Board apprised of material risks and provides its directors access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect us, and how management addresses those risks. Allan Evans, Chairman of the Board, works closely together with the other members of the Board when material risks are identified on how to best address such risks. If the identified risk poses an actual or potential conflict with management, the Company’s independent directors may conduct the assessment. Presently, the primary risks affecting us are our liquidity and continued revenue growth to obtain positive cash flow. Family Relationships There are no family relationships among any of our officers or directors. Involvement in Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past 10 years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being subject to any of the items set forth under Item 401(f) of Regulation S-K of the SEC. Code of Ethics The Board has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of the Company’s employees, including the Company’s Chief Executive Officer and Chief Financial Officer. Although not required, the Code of Ethics also applies to the Company’s directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations and the prompt reporting of illegal or unethical behavior, and accountability for adherence to the Code of Ethics. We will provide a copy, without charge, to anyone that requests a copy of our Code of Ethics in writing by contacting 5728 Major Blvd, Suite 250, Orlando, FL 32819, Attention: Corporate Secretary. 50 Insider Trading Arrangements and Policies We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules, and regulations. As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the year ended December 31, 2025. Hedging Under the Company’s Insider Trading Policy, all officers, directors and certain identified employees are prohibited from engaging in hedging transactions, without prior approval as outlined in our Insider Trading Policy. Clawback Policy Our Board has adopted a policy relating to recovery of erroneously awarded compensation (a “Clawback Policy”) in accordance with the rules of the New York Stock Exchange, to recoup “excess” incentive compensation, if any, earned by current and former executive officers during a three year look back period in the event of a financial restatement due to material noncompliance with any financial reporting requirement under the securities laws (with no fault required). Our Clawback Policy is incorporated by reference as Exhibit 97.1. Item 11. Executive Compensation. Executive Compensation Overview This section provides an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer during 2025. Our named executive officers, or the Named Executive Officers, for the year ended December 31, 2025, are: · Allan Evans, our Chief Executive Officer; · Brian Hoff, our Chief Financial Officer · Andrew Camden, our President and Chief Operating Officer 51 Unusual Machines Summary Compensation Table Years Ended December 31, 2025 and 2024 The following table contains information about the compensation paid to or earned by each Named Executive Officer for the two most recently completed fiscal years. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($)(4) Option Awards ($)(5) All Other Compensation ($) Total ($) Allan Evans (1) 2025 262,500 – 5,839,750 – 20,542 6,122,792 Chief Executive Officer 2024 250,000 131,000 733,600 – – 1,114,600 Brian Hoff (2) 2025 255,000 – 2,812,750 – 2,440 3,070,190 Chief Financial Officer 2024 250,000 121,220 449,600 – – 820,820 Andrew Camden (3) 2025 217,500 – 2,812,750 – 17,919 3,048,169 Chief Operating Officer 2024 167,094 6,678 158,000 – – 331,772 ________________________ (1) Dr. Evans was appointed Chief Executive Officer in December 2023. On April 30, 2024, Dr. Evans consulting company, 8 Consulting, LLC entered into a two-year Management Services Agreement to serve as the Company’s Chief Executive Officer. (2) Mr. Hoff was appointed Chief Financial Officer in November 2022. (3) Mr. Camden was appointed Chief Operating Officer in March 2024 and became our President on January 23, 2026. (4) Amounts reflect the aggregate grant date fair value of restricted share grants computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 10 included in our consolidated financial statements. There can be no assurance that unvested awards will vest. (5) Option awards are valued in accordance with ASC 718, Compensation – Stock Compensation. Fair value is determined based on the Black-Scholes Model using inputs reflecting our estimates of expected volatility, term, discount rates, and dividend expectations. Compensation expense is recognized based on the vesting terms of the award. (6) All other compensation relates to benefit insurance premiums paid by the Company on behalf of our Named Executive Officers in accordance with our benefit plans. 52 Outstanding Equity Awards at December 31, 2025 The table below summarizes outstanding equity awards held by our Named Executive Officers at December 31, 2025. All of the below awards were issued under the Plan. Stock Awards Name Grant Date Number of Shares or Units of Stock Acquired on Vesting (#) Market Value of Shares or Units of Stock Realized on Vesting ($)(1) Allan Evans* 02/03/2025 200,000 $ 1,462,000 06/30/2025 175,000 1,499,750 11/20/2025 250,000 1,940,000 Brian Hoff 02/03/2025 100,000 $ 1,200,000 06/30/2025 75,000 642,750 11/20/2025 125,000 970,000 Andrew Camden 02/03/2025 100,000 $ 1,200,000 06/30/2025 75,000 642,750 11/20/2025 125,000 970,000 ____________________ * Awarded to 8 Consulting, LLC (1) Amounts reflect the aggregate grant date fair value of restricted share grants computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 10 included in our consolidated financial statements. There can be no assurance that unvested awards will vest. Employment Agreements Consulting Agreement relating to Dr. Allan Evans, Chief Executive Officer On April 30, 2024, the Company’s Board approved the Company entering into a two-year Management Services Agreement (the “Agreement”) with 8 Consulting LLC (the “Consultant”) for the services of our Chief Executive Officer, Dr. Allan Evans, whereby the Consultant agreed to cause Dr. Evans to perform his services as the Company’s Chief Executive Officer and the Consultant will be compensated on behalf of Dr. Evans by the Company in connection with his performance of such services. The Agreement allows Dr. Evans to receive favorable tax benefits as a resident of the Commonwealth of Puerto Rico who will perform such services in Puerto Rico. Pursuant to the Agreement, Dr. Evans will perform the duties and responsibilities that are customary for a chief executive officer of a public company that either have revenues similar to the Company on a pro forma basis as reflected in the Prospectus filed with the SEC on February 15, 2024, or if pre-revenues, are an active and on-going business that are performing pre-revenue activities. The Consultant agreed to cause Dr. Evans, as Chief Executive Officer, (i) to undertake primary responsibility for managing all aspects of the Company and overseeing the preparation of all reports, registration statements and other filings required filed by the Company with the SEC and executing the certifications required the Sarbanes Oxley Act of 2002 and the rules of the SEC as the principal executive officer of the Company; (ii) attend investor meetings and road shows in connection with the Company’s fundraising and investor relations activities; (iii) to report to the Company’s Board; (iv) to perform services for such subsidiaries of the Company as may be necessary. 53 Under the Agreement, the Consultant receives a $250,000 fee per year payable in monthly installments. In October 2025, the Company increased the fee to $300,000. In addition, the Consultant was granted 488,000 fully vested shares of restricted Common Stock. The fair value of the shares was $585,600 based on the $1.20 quoted trading price on the Grant Date and will be recognized over the service period (see below). The grant of restricted common stock was made under the Company’s Plan. The Company and Dr. Evans previously entered into an Offer Letter dated November 27, 2023, under which he would serve as the Company’s Chief Executive Officer effective as of December 4, 2023. The Agreement terminates and replaces the Offer Letter dated November 27, 2023. Employment Agreement with Brian Hoff, Chief Financial Officer The Employment Agreement with Mr. Hoff effective November 1, 2022 provides that he will serve as the Chief Financial Officer of the Company on an at will basis. In August 2023, the Employment Agreement was amended (the “First Hoff Amendment”) to increase the percentage of Restricted Stock Units (“RSUs”) from 1% to 3% (as discussed below). Pursuant to his Employment Agreement, Mr. Hoff receives an annual base salary of $250,000. In October 2025, the Company increased Mr. Hoff’s salary to $270,000. In addition, Mr. Hoff’s Employment Agreement entitles him to the following: · Eligibility to earn an annual bonus of 50% of his annual base salary based on key performance indicators, as set forth in a bonus plan that is to be established, approved, administered and determined by the Board and the Chief Executive Officer. · A cash and/or equity bonus of up to $125,000 including the bonus he received following the acquisition of Fat Shark and Rotor Riot. · A cash bonus and/or equity bonus equal to up to $125,000 upon the completion of a capital raise event, defined as a second offering, a private placement offering, an at-the-market offering, a private investment in public equity offering. · A grant of 293,000 shares of restricted stock (after giving effect to the First Hoff Amendment). The RSUs vested following the Closing of the IPO. Additionally, under his Employment Agreement, if Mr. Hoff is terminated by the Company without Cause or terminates his employment for Good Reason, he will be entitled to six months’ annual base salary and COBRA premiums, as well as accelerated vesting of 100% of the then unvested RSUs, if applicable. For this purpose, Good Reason is generally defined as (i) any reduction in his base salary, (ii) any material diminution of his authorities, titles or offices, (iii) being required to report to anyone other than the Chief Executive Officer, (iv) a request by the Company to relocate, or (v) material breach of his Employment Agreement without cure after 30 days’ written notice. Cause is generally defined as (i) failure to perform his material duties under the Employment Agreement, following 30 days’ written notice without cure, (ii) willful misconduct or gross negligence or breach of a fiduciary duty owed to the Company, (iii) conviction of our guilty pleas to a felony or other criminal offense involving moral turpitude, (iv) any act or omission involving dishonesty, disloyalty, or fraud causing or reasonably expected to cause significant economic harm to the Company, or (v) material breach of his Employment Agreement without cure after 30 days’ written notice. 54 Employment arrangement with Andrew Camden, President and Chief Operating Officer Our Board appointed Mr. Camden, Chief Operating Officer on March 4, 2024, and agreed to pay him a salary of $150,000 per year. In September 2024, the Compensation Committee approved increasing Mr. Camden’s salary to $200,000 and again in October 2025, to $270,000. On January 23, 2026, Mr. Camden became our President. Non-Employee Director Compensation Following our February 2024 IPO, our Board approved compensation for our non-employee directors. Our non-employee directors will receive annual aggregate compensation of $60,000 for service on the Board comprised of cash and equity grants. Additional compensation for the chairperson members as set forth below. All cash payments and equity grants will be made semi-annual in arrears. · Audit Committee Chair: $5,000 · Compensation Committee Chair: $5,000 · Nominating and Governance Committee Chair: $5,000 All equity grants issued to our non-employee directors will be granted under our Plan. On February 3, 2025, the Board determined that for 2025 non-employee directors will be granted $90,000 payable in restricted Common Stock with the number of shares determined based upon the closing price of the Company’s Common Stock during each open window period with the first grant equal to two-quarters of compensation on May 19, 2025 using the May 19 th closing price to determine the number of shares, the second quarter grant equal to 25% of the total using the August 19, 2025 closing price and the final grant of restricted stock using the November 19, 2025 closing price with all grants vested and the grants subject to continued service as of the grant date and execution of the Company’s standard Restricted Stock Agreement. Based on the recommendation of professional compensation consultant that the Company retained to review the compensation for non-management directors of the Company, on September 29, 2025, the Board approved that effective July 1, 2025, the compensation for the non-management directors was increased to $160,000 per year payable in equal quarterly installments. Such directors have the right to receive cash compensation or shares of the Company’s common stock by providing the Company with written notice at least 10 days before the end of each quarter and to the extent any director elects to receive shares of common stock, the number of shares of common stock will be determined by using the closing price of the common stock on the NYSE American (regular hours) and on the last day of each quarter the shares will be delivered promptly thereafter. Director Compensation Table The following table sets forth information regarding the compensation earned or paid for service on our Board of Directors by our non-employee directors during the year ended December 31, 2025. Name Fees Earned or Paid in Cash ($)(1) Stock Awards ($)(2) Total ($) Cristina A. Colon, Esq. 17,500 107,510 125,010 Robert Lowry 31,991 107,511 139,502 Sanford Rich 71,991 67,507 139,498 Jeffrey Thompson 17,500 107,500 125,010 (1) Represents cash fees paid, accrued or earned for serving as directors including committee roles. (2) Represents restricted common stock. Amounts reported represent the aggregate grant date fair value of awards granted without regard to forfeitures granted to the non-employee directors during 2025, computed in accordance with ASC 718. This amount does not reflect the actual economic value realized by the directors. 55 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding the beneficial ownership of our Common Stock as of March 11, 2026 by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Exchange Act known to the Company to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii) each of our directors; (iii) each of our Named Executive Officers; and (iv) all executive officers and directors as a group. Information relating to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder's address is c/o Unusual Machines, Inc., 5728 Major Blvd, Suite 250, Orlando Florida, 32819. The percentages below are calculated based on 38,889,911 shares of Common Stock issued and outstanding as of March 11, 2026. Name and Address (1) of Beneficial Owner Title of Class Amount of Shares Beneficially Owned Percentage of Beneficial Ownership Named Executive Officers and Directors: Allan Evans Common Stock 1,589,141 4.09% Brian Hoff Common Stock 525,475 1.35% Andrew Camden Common Stock 366,000 0.94% Jeffrey Thompson Common Stock 340,600 0.88% Sanford Rich Common Stock 204,944 0.53% Robert Lowry Common Stock 161,083 0.41% Cristina Colón Common Stock 55,852 0.14% All executive officers and directors as a group (6 persons) Common Stock 1,879,601 8.34% (1) Address is 5728 Major Blvd. Suite 200, Orlando, FL 32819 Securities Authorized for Issuance Under Equity Compensation Plan The following table provides information regarding our equity compensation plans as of December 31, 2025: Equity Compensation Plan Information Plan category Number of securities to be issued upon exercise of outstanding options, warrants, and vesting of restricted stock Weighted-average exercise price of outstanding options and warrants Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders 739,684 $ 6.50 1,489,830 Equity compensation plans not approved by security holders – $ – – 56 The Company’s Plan currently has 1,489,830 shares of Common Stock available for future grants as of the date of this Annual Report on Form 10-K which includes the increase in total authorized shares for the 5% evergreen provision as of January 1, 2026 and the increase of total authorized shares related to additional issuances since December 31, 2025. The Plan contains an “evergreen” provision, pursuant to which the number of shares of Common Stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year beginning in 2025 and ending in 2032 equal to the lesser of (a) 5% of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (b) such smaller number of shares of stock as determined by our Board of Directors. Item 13. Certain Relationships and Related Party Transactions and Director Independence The following is a description of transactions since January 1, 2025, to which we were a party or will be party, in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest. As permitted by the SEC rules, discussion of employment relationships or transactions involving the Company’s executive officers and directors, and compensation solely resulting from such employment relationships or transactions, or service as a director of the Company, as the case may be, has been omitted to the extent disclosed in the Executive Compensation or the Director Compensation section of this annual report, as applicable. In January 2026, the Company received a $2.1 million order from Teal Drones, which is a subsidiary of Red Cat. Red Cat is a related party as Jeff Thompson is the Chief Executive Officer of Red Cat and is also on the Board of Directors of Unusual Machines. The order is expected to be delivered in the first half of 2026 and includes several different drone components manufactured and sourced from the Company. On December 29, 2025, the Company issued 142,299 shares of common stock to Dr. Allan Evans, our CEO and two directors Robert Lowry and Sanford Rich related to exercising of 164,473 warrants of the October 2024 private placement. 131,578 of these warrants were exercised on a cashless basis using the calculation as defined in the warrant agreement at a volume-weighted average price of $11.81 and issuing a total of 109,404 shares of common stock for the cashless exercise. 32,895 of these warrants were exercised for cash proceeds of $65,461 and issuing a total of 32,895 shares of common stock. The Company cancelled the 164,473 warrants related to these exercises upon issuance of the common stock. In October 2025, the Company received a $0.8 million order from Teal Drones, which is a subsidiary of Red Cat. Red Cat is a related party as Jeff Thompson is the Chief Executive Officer of Red Cat and is also on the Board of Directors of Unusual Machines. The Company recognized approximately $0.2 million in revenue for the year ended December 31, 2025. The Company had a related party receivable of $0.2 million as of December 31, 2025. The order includes several different drone components manufactured and sourced from the Company. In May 2025, in relation to the confidentially marketed public offering as described in more detail in Note 10, “Earnings Per Share and Stockholders’ Equity”, Dr. Evans, the Company’s CEO and three directors, Cristina Colón, Robert Lowry and Sanford Rich invested a total of $420,000 in the offering on identical terms to the other Investors and received a total of 84,000 shares of common stock. 57 Item 14. Principal Accountant Fees and Services Salberg & Company, P.A. audited our financial statements for the fiscal year ended December 31, 2025 and 2024. Independent Registered Public Accounting Firm Fees The following is a summary and description of fees incurred by Salberg & Company, P.A. for the fiscal years ended December 31, 2025 and 2024. ($ in ‘000s) 2025 2024 Audit fees (1) $ 190 $ 155 Audit related (2) 25 21 Tax fees – – Total fees $ 215 $ 176 ________________________ (1) Audit fees consist of fees for the audit of our annual financial statements and the quarterly reviews of our interim financial statements. (2) All other fees consist of fees related to reviews of our registration statements and issuance of comfort letters during the year. Audit Committee Pre-approval Policy and Procedures Our 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. This policy provides 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 our Audit Committee or the engagement is entered into pursuant to the pre-approval procedure described below. From time to time, our 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 details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount. 58 PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1. Financial Statements For a list of the financial statements included herein, see Index to the Financial Statements on page F-1 of this Annual Report, incorporated into this Item by reference. 2. Financial Statement Schedules Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the financial statements or the notes thereto. (b) Exhibits The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report are listed in the Exhibit Index below. The exhibits listed in the Exhibit Index are incorporated by reference herein. EXHIBIT INDEX Incorporated by Reference Exhibit No. Description Filed/Furnished Herewith Form Exhibit No. Filing Date 1.1 Form of Underwriting Agreement, dated February 14, 2024, by and between Unusual Machines, Inc. and Dominari Securities, LLC + 8-K 1.1 2/16/24 1.2 Capital on DemandTM Sales Agreement 8-K 1.1 8/29/25 2.1 Agreement and Plan of Merger by and between Unusual machines, Inc., a Puerto Rico corporation and Unusual Machines, Inc., a Nevada corporation 8-K 2.1 4/23/24 3.1 Articles of Incorporation 8-K 3.1 4/23/24 3.2 Amended and Restated Bylaws 8-K 3.1 10/8/24 3.2(a) Amendment No. 1 to Amended and Restated Bylaws 8-K 3.1 2/5/25 3.2(b) Second Amendment to the Amended and Restated Bylaws 8-K 3.1 1/29/26 3.3 Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock 8-K 3.1 7/22/24 3.3(a) Certificate of Withdrawal for Series A Convertible Preferred Stock (1) 3.4 Certificate of Designation of Series B Convertible Preferred Stock 8-K 3.3 4/23/24 3.4(a) Certificate of Withdrawal for Series B Convertible Preferred Stock (1) 3.5 Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock 8-K 3.1 8/22/24 3.5(a) Certificate of Withdrawal for Series C Convertible Preferred Stock (1) 4.1 Form of 8% Promissory Note + 8-K 4.1 7/22/24 4.2 Revised Form of Representatives Warrant S-1/A 10.7 2/1/24 4.3 Placement Agent Warrant, issued to Dominari Securities LLC 8-K 4.1 5/7/25 4.4 Description of Securities 10-K 4.7 3/22/24 10.1 Share Purchase Agreement + S-1 10.1 3/14/23 59 10.1(a) Amended and Restated Amendment No. 1 to Share Purchase Agreement S-1/A 10.2 5/3/23 10.1(b) Amendment No. 2 to Share Purchase Agreement S-1/A 10.3 8/7/23 10.1(c) Amendment No. 3 to Share Purchase Agreement S-1/A 10.4 9/19/23 10.1(d) Amendment No. 4 to Share Purchase Agreement S-1/A 10.5 12/15/23 10.2 Security Agreement S-1 10.3 3/14/23 10.3 Employment Agreement with Brian Hoff #+ S-1 10.6 3/14/23 10.3(a) Form of Amendment No. 1 to the Employment Agreement with Brian Hoff # S-1/A 10.11A 8/7/23 10.4 Form of Patent Assignment S-1/A 10.6 8/7/23 10.5 Form of Trademark Assignment S-1/A 10.7 8/7/23 10.6 Form of Restricted Stock Unit Agreement S-1/A 10.18 8/7/23 10.7 Form of Lock-up Agreement S-1/A 10.14 2/1/24 10.8 Form of Lock-up Agreement – Jeffrey Thompson S-1/A 10.15 2/1/24 10.9 Allan Evans Non-Compete Agreement 8-K 10.9 2/22/24 10.10 Management Services Agreement # 8-K 10.1 5/6/24 10.11 Form of Exchange Agreement + 8-K 10.1 7/22/24 10.12 Form of Closing Date working Capital Agreement and Consent + 8-K 10.2 7/22/24 10.13 4% Convertible Promissory Note – Titan Multi-Strategy Fund I, Ltd. S-1 10.20 9/11/24 10.14 4% Convertible Promissory Note – Eleven Ventures LLC + S-1 10.21 9/11/24 10.15 Common Stock Purchase Warrant – Titan Multi-Strategy Fund I, Ltd. + S-1 10.22 9/11/24 10.16 Common Stock Purchase Warrant - Eleven Ventures LLC + S-1 10.23 9/11/24 10.17 Exchange Agreement – Titan Multi-Strategy Fund I, Ltd. + S-1 10.24 9/11/24 10.18 Exchange Agreement – Eleven Ventures LLC + S-1 10.25 9/11/24 10.19 Registration Rights Agreement – Titan Multi-Strategy Fund I, Ltd. + S-1 10.26 9/11/24 10.20 Registration Rights Agreement – Eleven Ventures LLC + S-1 10.27 9/11/24 10.21 Letter Agreement - Titan Multi-Strategy Fund I, Ltd. 8-K 10.1 10/8/24 10.22 Letter Agreement - Eleven Ventures LLC 8-K 10.2 10/8/24 10.23 Form of Securities Purchase Agreement 8-K 10.1 10/30/24 10.24 Placement Agency Agreement 8-K 10.2 10/30/24 10.25 Registration Rights Agreement 8-K 10.3 10/30/24 10.26 Form of Common Stock Purchase Warrant 8-K 10.4 10/30/24 10.27 Form of Placement Agent Warrant 8-K 10.5 10/30/24 10.28 Form of Lock-up Agreement 8-K 10.6 10/30/24 10.29 Form of Advisory Agreement S-1 10.28 11/27/24 10.30 Agreement and Plan of Merger and Reorganization dated February 1, 2025 8-K 10.1 2/4/25 10.31 Placement Agency Agreement, dated as of May 5, 2025, by and between Unusual Machines, Inc. and Dominari Securities, LLC 8-K 10.1 5/7/25 10.32 Amendment and Waiver to Merger Agreement, dated as of May 6, 2025, by and between Unusual machines, Inc., Aloft Technologies, Inc., UMAC Merger Sub, Inc., Jon Hegranes and Josh Ziering 10-Q 10.9 5/8/25 10.33 Form of Restricted Stock Agreement 8-K 10.1 5/21/25 10.34 Lease Agreement, dated June 4, 2025, between unusual Machines, Inc. and Icon FL Orlando Industrial Owner Pool 5 GA/FL, LLC 8-K 10.1 6/10/25 10.35 Rotor Lab Pty Ltd Share Purchase Agreement, dated June 12, 2025 8-K 10.1 6/13/25 60 10.36 Form of Securities Purchase Agreement 8-K 10.1 7/15/25 10.37 Placement Agency Agreement 8-K 10.2 7/15/25 10.38 Placement Agency Warrant, issued to Dominari Securities LLC 8-K 10.3 7/15/25 10.39 Amended and Restated 2022 Equity Incentive Plan # S-8 4.1 2/13//26 14.40 Code of Ethics S-1/A 10.17 8/7/23 16.1 Letter from Salberg & Company, P.A. 8-K/A 7.1 8/15/24 19.1 Insider Trading Policy (1) 21.1 List of Subsidiaries 10-K/A 21.1 8/9/24 23.1 Consent of Salberg & Company, P.A. (1) 31.1 Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1) 31.2 Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1) 32.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3) 32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3) 97.1 Clawback Policy 10-K 97.1 3/22/24 101.INS Inline XBRL Instance Document (1) 101.SCH Inline XBRL Taxonomy Extension Schema (1) 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase (1) 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase (1) 101.LAB Inline XBRL Taxonomy Extension Label Linkbase (1) 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase (1) 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). (1) + Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC Staff upon request. # Indicates management contract or compensatory plan, contract or agreement. (1) Filed herein (3) Furnished herein. Item 16. Form 10-K Summary The Company has elected not to include summary information. 61 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized. Unusual Machines, Inc. By: / s/ Allan Evans Allan Evans Chief Executive Officer, President and Director (Principal Executive Officer) By: / s/ Brian Hoff Brian Hoff Chief Financial Officer Date: March 12, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Allan Evans Chief Executive Officer, President and Director March 12, 2026 Allan Evans (Principal Executive Officer) /s/ Brian Hoff Chief Financial Officer March 12, 2026 Brian Hoff (Principal Financial and Accounting Officer) /s/ Cristina Colón Director March 12, 2026 Cristina Colón /s/ Robert Lowry Director March 12, 2026 Robert Lowry /s/ Sanford Rich Director March 12, 2026 Sanford Rich /s/ Jeffrey Thompson Director March 12, 2026 Jeffrey Thompson 62