# Comstock Inc.: Form 10-Q for the period ended Jun 30, 2026

- Company: [Comstock Inc.](/companies/lode.md) (CIK 1120970)
- Form: 10-Q
- Filed: 2026-07-23
- Accepted by EDGAR: Jul 23, 2026, 20:06 ET
- Period: 2026-06-30
- Accession: 0001437749-26-024304
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1120970/000143774926024304/lode20260630_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1120970/000143774926024304/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-04-01 to 2026-06-30 | $272.8k | us-gaap:Revenues |
| Revenue | 6 months, 2026-01-01 to 2026-06-30 | $586.3k | us-gaap:Revenues |
| Cost of revenue | 3 months, 2026-04-01 to 2026-06-30 | $1.2m | us-gaap:CostOfRevenue |
| Cost of revenue | 6 months, 2026-01-01 to 2026-06-30 | $1.8m | us-gaap:CostOfRevenue |
| Research and development | 3 months, 2026-04-01 to 2026-06-30 | $2.3m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months, 2026-01-01 to 2026-06-30 | $4.4m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2026-04-01 to 2026-06-30 | $7.3m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2026-01-01 to 2026-06-30 | $13.9m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2026-04-01 to 2026-06-30 | −$26.9m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2026-01-01 to 2026-06-30 | −$35.9m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2026-04-01 to 2026-06-30 | $222.4k | us-gaap:InterestExpenseNonoperating |
| Interest expense | 6 months, 2026-01-01 to 2026-06-30 | $370.4k | us-gaap:InterestExpenseNonoperating |
| Net income | 3 months, 2026-04-01 to 2026-06-30 | −$25.5m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2026-01-01 to 2026-06-30 | −$34.9m | us-gaap:NetIncomeLoss |
| Basic EPS | 3 months, 2026-04-01 to 2026-06-30 | −$0.34 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2026-01-01 to 2026-06-30 | −$0.49 | us-gaap:EarningsPerShareBasic |
| Operating cash flow | 6 months, 2026-01-01 to 2026-06-30 | −$15.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2026-01-01 to 2026-06-30 | $7.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2026-06-30 | $31.4m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-06-30 | $58.1m | us-gaap:AssetsCurrent |
| Total assets | at 2026-06-30 | $193.5m | us-gaap:Assets |
| Current liabilities | at 2026-06-30 | $18.2m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-06-30 | $52.9m | us-gaap:Liabilities |
| Shareholders' equity | at 2026-06-30 | $137.3m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 45,849 characters.

*The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our condensed consolidated financial condition and results of operations. This discussion should be read in conjunction with the Condensed Consolidated Financial Statements, footnotes and the risk factors included herewith and herein.*

OVERVIEW

Comstock commercializes innovative technologies, systems and supply chains that extract, process, and convert under-utilized waste and natural resources into clean energy and clean energy supporting products, including truly sustainable solutions that produce renewed and repurposed electrification metals and minerals from end-of-life solar panels. We approach industrial growth opportunities by identifying, acquiring, and building companies with the potential for superior financial returns on deployed capital, by systematically creating and operating industrial enterprises and systems from the ground up, typically in full equity-based alignment with the founders of the technologies, and then developing, integrating and commercializing their breakthrough technology-based solutions through a distinctive combination of operational and organizational scale-up expertise. Comstock's primary growth platform is its renewable metals business, which is commercializing industry-scale solar panel recycling industrial metal recovery that is positioning the Company to become a leading domestic recycler of end-of-life photovoltaic panels and producer of industrial metals and materials.

Complementing this strategy, Bioleum represents a longer-term renewable fuels opportunity, differentiated by exclusive access to advanced biomass feedstocks through its ownership of Hexas Biomass Inc. (“Hexas”).

Comstock Metals has established the goal of s*etting the global standard for solar panel recycling.* Our recycling process creates no waste, generates no landfilled materials, and results in clean recycled products that are safe for reuse.

Bioleum's competitive advantage begins with feedstock. Through its ownership with Hexas, Bioleum has access to dedicated energy crops engineered for exceptionally high biomass yields, low carbon impact, consistent quality, efficient logistics, and low costs.

We approach the challenge of sustainability head-on by innovating, developing and commercializing technologies that accomplish more while utilizing fewer natural resources, protecting our ecosystem from the negative impact of carbon emissions and toxic materials, and enabling and empowering the next industrial revolution. Our plans to generate these throughputs involve both deploying and licensing our technologies within a purpose-driven and designed ecosystem, including extended and interdependent partners that leverage their infrastructures, capacities, and resources, that are often directly integrated with our system.

At Comstock Metals, we are building a scalable domestic solar panel recycling platform with our current network including storage and logistics facilities in California and Ohio, and processing capacity expanding through our existing northern Nevada operations and new industry-scale facilities planned in southern Nevada and Ohio. Our strategic metals assets include an operating Nevada-based solar panel recycling demonstration facility and a first-of-its-kind industry-scale solar panel recycling and upgrading facility that is currently being installed, tested, and commissioned. We are also developing a metal extraction solution that further recovers higher purity, higher value metals and materials from our generated industrial solar tailings.

Bioleum strategy is based on its renewable fuels platform, anchored by its proprietary XanoGrass™ feedstock. XanoGrass™ is currently being grown across pilot sites in the United States, Europe, and Asia. Bioleum's strategic assets include two Wisconsin renewable fuels demonstration facilities and two pilot farms. The integration of dedicated energy crops and leading conversion yields enables the possibility of efficient and scalable low carbon fuel solutions and differentiates our ability for delivering these solutions globally.

We also own and manage investments in various legacy assets that previously supported our current or prior businesses that we are working to monetize. This includes our legacy gold and silver mining assets that we have announced the sale of, real estate assets and certain non-strategic investments. This includes northern Nevada real estate that we own, control and/or manage comprised of industrial and commercial land, water rights and other direct investments.

### Lines of Business

#### Metals Segment

Our Metals Segment utilizes solar panel recycling and materials recovery solutions that drive sustainability across the electrification products market. From 2024 through 2026, we operated a permitted, demonstration-scale solar panel recycling facility that delivers environmentally superior, zero-landfilled recycling solutions to support U.S. mineral industries. For the six-months ended June 30, 2026 and 2025, this facility generated revenues of $0.6 million and $1.1 million, respectively, from service fees for decommissioning services, recycling and processing end-of-life solar panels, and offtake sales of recycled materials, including aluminum, copper, glass, and secondary salable materials that include precious and other metals. We believe this technology deployment is globally leading and positioned to operate a world-class, quality, global solar panel recycling operation and has the potential to set the global standard for solar panel recycling and ultimately, a global industrial materials supply change company.

Comstock Metals has completed all permitting requirements for its first industry-scale production facility, located on the same campus as the operating demonstration-scale facility. The cost of equipment, installation and expanded storage capacity was $14.5 million. Equipment arrival and installation began in the first half of 2026, and commissioning of the plant is expected to be completed in the third quarter with operations coming on-line shortly thereafter. This plant is expected to scale to a production capacity to over 3 million panels per year representing up to 100,000 tons of processed waste materials per year. This strategically located facility enables the transition of proven processes from commercial demonstration to full-scale production. The industry-scale facility is expected to enhance our ability to meet the rapid and continuously growing demand for domestically recovered metals. Comstock Metals has selected and submitted state-level permits for a second industry-scale production facility in southern Nevada.

Our plan supports the creation of a more robust domestic supply chain for critical materials by innovating and scaling sustainable recycling technologies. The Company plans to build up to five facilities in the United States over the next five years and support American energy and resource independence while simultaneously delivering significant economic and environmental value.

Our Metals Segment's 2026 objectives included (1) finalizing commercial plant equipment installation, (2) commissioning of commercial plant, (3) securing larger and longer terms supply contracts (4) select site number two, three and four and begin permitting for site number two and three, (5) ordering all of the industry-scale equipment for our second industry-scale facility, (6) finalizing the design for downstream recovery of the solar tailings, (7) extending and operate an upgrading line capable of making high specification glass materials, and (8) operating a one ton per day pilot that can recover silver products and initially create concentrated “other metal” slurries we will use for subsequent Doré production. We believe we are on track for completing all of our 2026 objectives.

#### Mining Segment

On June 21, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mackay Precious Metals Inc. (“Mackay”) and Mackay Gold & Silver Corp., a British Columbia corporation (“Mackay Parent”), pursuant to which the Company agreed to sell all of its rights, titles, and interest in and to the membership interests in Comstock Mining LLC, Comstock Processing LLC, and Comstock Exploration and Development LLC (each a Nevada limited liability company), and all of the issued and outstanding shares of capital stock of Comstock Real Estate Inc., a Nevada corporation whose primary asset is the Gold Hill Hotel that resides within the boundaries of the Comstock mining district (collectively, the “Acquired Interests”), to Mackay. The entities whose interests comprise the Acquired Interests (collectively, the “Acquired Entities”) own or control properties in Lyon County and Storey County, Nevada. This sale does not include the Company’s real estate in Silver Springs, Nevada.

The aggregate purchase price for the Acquired Interests consists of the following:

- $20,000,000 in cash (the “Initial Payment”);
- 2,000,000 shares of Mackay Parent common stock;
- $7,000,000 payable within eighteen (18) months following the Effective Date (the “Second Tranche Payment”), which may be paid partially in shares (up to $2 million in total consideration) of Mackay Parent common stock under certain conditions based on the volume-weighted average trading price of Mackay Parent’s common stock;
- Assumption of all of the Acquired Entities reclamation obligations and the associated reclamation and surety bond deposits and collateral; and
- A contingent payment of $10,000,000 in cash payable if, within seven (7) years after the Closing Date, Mackay or Mackay Parent makes a Construction Decision or a Change of Control occurs (the “Contingent Payment”)

The Purchase Agreement includes a 1.5% NSR royalty on minerals produced from the transferred properties, including a Royalty Agreement, and subject to Mackay's repurchase rights under specified conditions. The closing of the transaction is subject to TSX-V stock exchange approvals and is expected to close by August 30, 2026. Mackay shall have the right at any time to repurchase 100% of the NSR Royalty for a payment of $3,500,000, provided that if the seven-year period for the payment of the Contingent Payment has lapsed without the payment of the Contingent Payment, the royalty buyout payment shall be increased to $7,000,000. The Second Tranche Payment is secured by a Deed of Trust on the properties owned by the Acquired Entities and bears interest at the rate of twelve percent (12%) per annum after its due date. A non-refundable deposit of $150,000 previously paid by Buyer is credited against the Initial Payment at Closing. The related assets and liabilities were classified as Held for Sale and $22,992,892 was classified as Assets Held for Sale and $6,832,924 was classified as Liabilities Held for Sale on the condensed consolidated balance sheet as of June 30, 2026.

#### Fuels Segment - Bioleum Corporation

Our Fuels Segment is administered by Bioleum and we hold an investment in Bioleum, through our Preferred Series 1 equity position. Bioleum seeks to deliver advanced lignocellulosic biomass refining solutions that set new industry standards for the production of cellulosic ethanol, gasoline, renewable diesel, sustainable aviation fuel, and other renewable Bioleum™ fuels, with extremely low carbon intensity scores of 15 and the potential for market-leading yields per dry metric ton of feedstock (on a gasoline gallon equivalent basis), depending on feedstock, site conditions, and other process parameters. In December 2025, Bioleum completed the acquisitions of Hexas Biomass Inc. (“Hexas”) (see Note 2 of the Notes to Consolidated Financial Statements) and substantially all of the patents and other intellectual property assets of RenFuel K2B AB (“RenFuel IP”), including RenFuel IP’s patented catalytic esterification process to refine Bioleum’s proprietary biointermediates. Bioleum is now capable of producing its own purpose grown energy crops used in producing our liquid fuels applications with proven yields exceeding 25 to 30 dry metric tons per acre per year. The combination of Bioleum’s high yielding refining platform and Hexas’ high yielding energy crops enables the possibility of market leading yields of fuel per acre per year, with regenerative practices that can effectively transform marginal agricultural lands into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost regional energy security and rural economies.

Bioleum operates two complementary and interdependent pilot facilities, including the Wausau Facility, and the Madison Facility. Bioleum continues innovating its existing commercial process for the purpose of advancing its technological readiness, stabilizing its potentially market-leading yields, further decreasing carbon intensities, and driving down costs.

Bioleum’s innovations group has further partnered with other industry leading technologists, including the National Renewable Energy Laboratory, the Massachusetts Institute of Technology, the University of Wisconsin and Emerging Fuels Technologies Inc., and others with sponsored research, licensing, and other agreements.

#### Strategic Investments Segment

We own and manage several investments and projects that are strategic to our plans and ability to produce and maximize throughput in our Metals and Strategic Investments Segments, that are held for the purpose of complementing or enhancing our mission of accelerating the commercialization of hard technologies for the energy transition and creating value but that are not a component of such other segments or otherwise have distinct operating activities. Our Strategic Investments Segment includes minority equity and equity-linked investments in Green Li-ion Pte Limited (“Green Li-ion”) (lithium-ion battery component recycler and remanufacturing) and Sierra Springs Opportunity Fund (northern Nevada real estate).

*Investment in Green Li-ion –* Our wholly owned LINICO subsidiary owns 35,662 Green Li-ion preferred shares representing 11.98% of Green Li-ion. The Company intends to sell its remaining shares in conjunction with a liquidity event at Green Li-ion.

*Investment in SSOF –* At December 31, 2025, the Company had an advance to SSOF of $9,400,000. During the three-months ended March 31, 2026, the Company advanced an additional $5,750,000. On March 26, 2026, all advances, totaling $15,150,000 were converted into 23,307,692 shares of SSOF common stock at $0.65 per share. On April 30, 2026, the Company converted accrued interest from advances of $237,415 to 365,255 additional shares of SSOF common stock at $0.65 per share (see Note 4). As of June 30, 2026, the Company subscribed to and invested an additional $13,640,000 for 20,984,615 additional shares of SSOF common stock at $0.65 per share. At June 30, 2026 and December 31, 2025, the Company owns 55,893,673 and 11,236,111, respectively, in SSOF shares of common stock, representing an ownership of 47.63% and 16.99%, respectively.

SSOF is a qualified opportunity zone fund, which owns 100% of Sierra Springs Enterprises Inc. (“SSE”), a qualified opportunity zone business. SSE and its subsidiaries own or control approximately 2,200 acres of land, a manufacturing facility, significant senior, junior and effluent water rights, sewer rights and also owns and operates the Silver Springs Regional Airport LLC. The substantial majority of these properties are contiguous and strategically located within immediate proximity of Highway 50, State Route 439, the Northern Nevada Industrial Center and the Tahoe Reno Industrial Center where high-tech companies like Tesla, Switch, Google, Microsoft, and Tract, and over one hundred other companies are currently located, expanding or locating in this industrializing region.

### Other

*Investments in Properties –* The Company directly owns three types of properties in Silver Springs, NV, including 98.51 acres of industrial land, 160 acres of commercial land, both centrally located in Silver Springs, just south of the Silver Springs Regional Airport and a portfolio of water rights. The Company plans on enabling the continued consolidation and entitlement of these lands so that it can market these assets for sale as industrial, commercial and residential development as interest in Silver Springs, NV continues to increase.

COMPARATIVE FINANCIAL INFORMATION

Below we set forth a summary of comparative financial information for the three-months ended June 30, 2026 and 2025:

|  | June 30, 2026 | June 30, 2025 | Change |
| --- | ---: | ---: | ---: |
| Revenue | $272,824 | $339,546 | $(66,722) |
| Cost of goods sold | 1,168,897 | 814,001 | 354,896 |
| Operating Expenses: |  |  |  |
| Selling, general and administrative expenses | 7,349,670 | 4,635,090 | 2,714,580 |
| Research and development | 2,284,363 | 2,120,645 | 163,718 |
| Depreciation and amortization | 1,020,760 | 636,692 | 384,068 |
| Loss on intangible assets impairment | 13,648,042 | — | 13,648,042 |
| Loss on property, plant and equipment impairment | 1,736,481 | — | 1,736,481 |
| Gain on sale of mineral rights | — | (200,000) | 200,000 |
| Total operating expenses | 26,039,316 | 7,192,427 | 18,846,889 |
| Loss from operations | (26,935,389) | (7,666,882) | (19,268,507) |
| Other Income (Expense) |  |  |  |
| Loss on investment impairment | (1,031,371) | — | (1,031,371) |
| Loss on sale of note receivable | (403,217) | — | (403,217) |
| Interest expense | (222,406) | (774,062) | 551,656 |
| Interest income | 428,506 | 154,700 | 273,806 |
| Change in fair value of derivative instruments | 1,597,838 | 2,868,176 | (1,270,338) |
| Loss on conversion of debt | — | (2,133,951) | 2,133,951 |
| Change in fair value of SAFE Note | 1,100,000 | — | 1,100,000 |
| Other income (expense) | (2,362) | (274,924) | 272,562 |
| Total other income (expense), net | 1,466,988 | (160,061) | 1,627,049 |
| Net loss | (25,468,401) | (7,826,943) | (17,641,458) |
| Net loss attributable to noncontrolling interest | — | — | — |
| Net loss attributable to Comstock Inc. | $(25,468,401) | $(7,826,943) | $(17,641,458) |

35

RESULTS OF OPERATIONS

#### Three-Months Ended June 30, 2026 Compared to Three-Months Ended June 30, 2025

Revenues for the three-months ended June 30, 2026 decreased by $66,722 to $272,824 from $339,546 for the comparable 2025 period, primarily due to lower revenues from our Metals Segment of $67,922 primarily attributed to lower decommissioning services.

Revenue and costs of sales in future periods will vary significantly depending on a number of factors, including the amount of solar panels that we recycle and the amount of renewable energy technology solutions that we license or sell, lease revenues on our real properties, the market prices for those services, the extent to which we secure and collect reasonable royalties and the costs associated with each component of the aforementioned revenues.

Cost of goods sold for the three-months ended June 30, 2026 increased $354,896 primarily due to the ramp up of plant operations and associated labor for our first metal recycling commercial facility.

Selling, general and administrative expense for the three-months ended June 30, 2026 increased by $2,714,580 to $7,349,670 from $4,635,090 in the comparable 2025 period, primarily as a result of higher employee-related costs of $1,283,465 due to higher headcount in 2026 compared to 2025 as we ramp up our metals recycling commercial operations and biofuels development businesses and accrual of annual incentive plans in 2026 of $404,043, and higher rent expense of $457,233 also due to leasing our industry-scale metal recycling facility in Silver Springs, NV and our renewable fuels pilot facilities in Madison, WI. Increase is also attributed to higher consulting fees of $213,680, higher permits and license expenses of $195,458, higher director fees of $185,039, higher legal fees of $177,319, higher insurance expense of $105,783, higher stock-based compensation expense of $106,712, higher marketing expense of $90,752; offset by lower mining costs of $216,856.

Research and development expenses for the three-months ended June 30, 2026 increased by $163,718 to $2,284,363 from $2,120,645 in the comparable 2025 period, primarily related to higher costs attributed to the Metals refinery development project of $1,007,990; offset by lower research and development costs for renewable fuel projects of $760,514 and lower consulting expense of $51,942.

Depreciation and amortization for the three-months ended June 30, 2026 increased by $384,068 to $1,020,760 from $636,692 in the comparable 2025 period, primarily from higher amortization for intangible asset additions in 2025 and higher depreciation for property, plant and equipment additions in 2025 including the Bioleum Madison facility.

In 2026, we recognized a loss on impairment of intangible assets associated with the Bioleum acquisition of $13,648,042 (see Note 6 of the Notes to the Condensed Consolidated Financial Statements).

In 2026, we recognized a loss on impairment of property, plant and equipment of $1,736,481 associated with Bioleum related development activities (see Note 5 of the Notes to the Condensed Consolidated Financial Statements).

In 2025, we recognized a gain on the sale of mineral rights of $200,000.

In 2026, we recognized a loss on impairment of investments of $1,031,371 associated with Bioleum related development activities (see Note 3 of the Notes to the Condensed Consolidated Financial Statements).

In 2026, we sold the Daney note receivable for $500,000 in cash proceeds and recognized a loss on sale of that note receivable of $403,217 (see Note 4 of the Notes to the Condensed Consolidated Financial Statements).

Interest expense for the three-months ended June 30, 2026 decreased by $551,656 to $222,406 from $774,062 in the comparable 2025 period, primarily due to lower interest and related amortization in 2026 compared to 2025 due to the payoff of obligations.

Interest income for the three-months ended June 30, 2026 increased by $273,806 to $428,506 from $154,700 in the comparable 2025 period, primarily due to higher interest income related to interest earned on higher average cash balances.

Change in the fair value of our derivative instruments for the three-months ended June 30, 2026 decreased by $1,270,338 to a gain of $1,597,838 from a gain of $2,868,176 in the comparable 2025 period, resulting from a change in the Company's share price in connection with potential make whole obligations for minimum value commitments on the Company’s common stock and the change in fair value of conversion option derivatives. The 2026 gain of $1,597,838 was attributed to the Flux Photon and Georges Trust derivative assets. The 2025 gain of $2,868,176 was attributed to the Flux Photon, LINICO acquisition-related payable, AST, Haywood and 2025 Kips Bay convertible debt derivatives.

In 2025, the loss on the conversion of debt to equity of $2,133,951 was attributed to the 2025 Kips Bay Note.

In 2026, we recognized an unrealized gain on the change in the fair value of our SAFE Note of $1,100,000 related to the Marathon agreement.

Other income (expense), net for the three-months ended June 30, 2026 were $2,362, primarily consisting of losses from our equity method investments of $36,716.

Other income (expense), net for the three-months ended June 30, 2025 were $274,924, primarily consisting of unrealized loss on fair value change on the AST receivables of $266,483.

COMPARATIVE FINANCIAL INFORMATION

Below we set forth a summary of comparative financial information for the six-months ended June 30, 2026 and 2025:

|  | June 30, 2026 | June 30, 2025 | Change |
| --- | ---: | ---: | ---: |
| Revenue | $586,280 | $1,125,361 | $(539,081) |
| Cost of goods sold | 1,768,707 | 1,700,797 | 67,910 |
| Operating Expenses: |  |  |  |
| Selling, general and administrative expenses | 13,918,443 | 7,893,555 | 6,024,888 |
| Research and development | 4,380,605 | 5,424,563 | (1,043,958) |
| Depreciation and amortization | 2,412,144 | 1,012,076 | 1,400,068 |
| Loss on intangible assets impairment | 13,648,042 | — | 13,648,042 |
| Loss on property, plant and equipment impairment | 1,736,481 | — | 1,736,481 |
| Gain on sale of royalty and mineral rights | (1,400,010) | (200,000) | (1,200,010) |
| Total operating expenses | 34,695,705 | 14,130,194 | 20,565,511 |
| Loss from operations | (35,878,132) | (14,705,630) | (21,172,502) |
| Other Income (Expense) |  |  |  |
| Loss on investment impairment | (1,031,371) | — | (1,031,371) |
| Loss on sale of note receivable | (403,217) | — | (403,217) |
| Interest expense | (370,399) | (1,433,206) | 1,062,807 |
| Interest income | 1,083,810 | 250,809 | 833,001 |
| Change in fair value of derivative instruments | 875,823 | 1,677,373 | (801,550) |
| Loss on conversion of debt | — | (3,330,831) | 3,330,831 |
| Gain on extinguishment of liability | — | 845,000 | (845,000) |
| Change in fair value of SAFE Note | 1,100,000 | — | 1,100,000 |
| Other income (expense) | (228,332) | (224,389) | (3,943) |
| Total other income (expense), net | 1,026,314 | (2,215,244) | 3,241,558 |
| Net loss | (34,851,818) | (16,920,874) | (17,930,944) |
| Net loss attributable to noncontrolling interest | — | — | — |
| Net loss attributable to Comstock Inc. | $(34,851,818) | $(16,920,874) | $(17,930,944) |

RESULTS OF OPERATIONS

#### Six-Months Ended June 30, 2026 Compared to Six-Months Ended June 30, 2025

Revenues for the six-months ended June 30, 2026 decreased by $539,081 to $586,280 from $1,125,361 for the comparable 2025 period, primarily attributed to lower decommissioning revenues from our Metals Segment of $541,481 resulting from a large emergency decommissioning that occurred in first quarter of 2025.

Revenue and costs of sales in future periods will vary significantly depending on a number of factors, including the amount of solar panels that we recycle and the amount of renewable energy technology solutions that we license or sell, lease revenues on our real properties, the market prices for those services, the extent to which we secure and collect reasonable royalties and the costs associated with each component of the aforementioned revenues.

Cost of goods sold for the six-months ended June 30, 2026 increased $67,910 primarily due to the ramp up of plant operations and associated labor for our first metal recycling commercial facility.

Selling, general and administrative expense for the six-months ended June 30, 2026 increased by $6,024,888 to $13,918,443 from $7,893,555 in the comparable 2025 period, primarily as a result of higher employee-related costs of $2,822,642 due to higher headcount in 2026 compared to 2025 as we ramp up our metals recycling commercial operations and biofuels development businesses and accrual of annual incentive plans in 2026 of $404,043, compared to a prior year adjustment to lower the accrued incentive compensation for $600,000, and higher rent expense of $982,771 due to leasing our industry-scale metal recycling facility in Silver Springs, NV and our renewable fuels pilot facilities in Madison, WI. Increase is also attributed to higher consulting fees of $602,493, higher legal fees of $402,358, higher director fees of $381,697, higher marketing expense of $219,012 higher insurance expense of $183,104, higher utilities of $175,625, higher permits and license expense of $155,241, and higher stock-based compensation of $106,712; offset by lower mining cost of $445,248.

Research and development expenses for the six-months ended June 30, 2026 decreased by $1,043,958 to $4,380,605 from $5,424,563 in the comparable 2025 period, primarily related to lower rent expense of $1,565,694 attributed to the AST research and development rent of $1,487,476 paid in March 2025 and lower research and development costs for renewable fuel associated projects of $978,434; offset by higher costs attributed to the Metals refinery development project of $1,065,590 and higher employee-related costs of $564,674 due to higher headcount in 2026 compared to 2025.

Depreciation and amortization for the six-months ended June 30, 2026 increased by $1,400,068 to $2,412,144 from $1,012,076 in the comparable 2025 period, primarily from higher amortization for intangible asset additions in 2025 and higher depreciation for property, plant and equipment additions in 2025 including the Bioleum Madison facility.

In 2026, we recognized a loss on impairment of intangible assets associated with the Bioleum acquisition of $13,648,042 (see Note 6 of the Notes to the Condensed Consolidated Financial Statements).

In 2026, we recognized a loss on impairment of property, plant and equipment of $1,736,481 associated with Bioleum related development activities (see Note 5 of the Notes to the Condensed Consolidated Financial Statements).

In 2026, we recognized a gain on the sale of royalty rights of $1,400,010 (see Note 5 of the Notes to the Condensed Consolidated Financial Statements). In 2025, we recognized a gain on sale of mineral rights of $200,000.

In 2026, we recognized a loss on impairment of investments of $1,031,371 associated with Bioleum related development activities (see Note 3 of the Notes to the Condensed Consolidated Financial Statements).

In 2026, we sold the Daney note receivable for $500,000 in cash proceeds and recognized a loss on sale of that note receivable of $403,217 (see Note 4 of the Notes to the Condensed Consolidated Financial Statements).

Interest expense for the six-months ended June 30, 2026 decreased by $1,062,807 to $370,399 from $1,433,206 in the comparable 2025 period, primarily due to lower interest and amortization in 2026 compared to 2025 due to the payoff of obligations.

Interest income for the six-months ended June 30, 2026 increased by $833,001 to $1,083,810 from $250,809 in the comparable 2025 period, primarily due to higher interest income related to interest earned on higher average cash balances and $237,415 of interest income related to the SSOF advances (see Note 4 of the Notes to the Condensed Consolidated Financial Statements).

Change in the fair value of our derivative instruments for the six-months ended June 30, 2026 decreased by $801,550 to a gain of $875,823 from a gain of $1,677,373 in the comparable 2025 period, resulting from a change in the Company's share price in connection with potential make whole obligations for minimum value commitments on the Company’s common stock and the change in fair value of conversion option derivatives. The 2026 gain of $875,823 was attributed to the Flux Photon, Georges Trust and Alvin Fund derivative assets. The 2025 gain of $1,677,373 was attributed to the Flux Photon, LINICO acquisition-related payable, AST, Haywood and 2025 Kips Bay convertible debt derivatives.

In 2025, the loss on the conversion of debt to equity of $3,330,831 was attributed to the 2025 Kips Bay Note.

In 2025, the gain on extinguishment of liability of $845,000 was attributed to the restructuring of LINICO acquisition-related payable.

In 2026, we recognized an unrealized gain on the change in the fair value of our SAFE Note of $1,100,000 related to the Marathon agreement.

Other income (expense), net for the six-months ended June 30, 2026 were $228,332, primarily consisting of losses from our equity method investments of $288,560.

Other income (expense), net for the six-months ended June 30, 2025 were $224,389 primarily consisting of unrealized loss on fair value change on the AST receivables of $266,483.

OUTLOOK

Comstock Metals has established the goal of s*etting the global standard for solar panel recycling.* Our process creates no waste, no landfilled materials, and results in clean recycled products safe for reuse.

Bioleum seeks to commercialize technologies, systems and supply chains that produce renewable fuels from dedicated energy crops and other forms of woody biomass, enabling and integrating agricultural and clean energy into a differentiated “farm to fuel” solution.

The growth opportunities for both Comstock Metals and Bioleum have and continue developing beyond our original plans, and we have now realigned both the organizations and their respective capital bases with some of the most sophisticated partners for investment, feedstocks, technologies, operations, and offtakes, including significant investments.

The Company’s corporate objectives for 2026 include:

- Monetize our legacy mineral and mining properties, plants and equipment;
- Secure sufficient power for hyper-scale data center developments on SSOF lands in Silver Springs, NV;
- Realign, consolidate and position our ownership in SSOF for high-value monetization;
- Monetize all other legacy, non-core real estate in Silver Springs, NV; and
- Support Bioleum development, including the integration and commercialization of Hexas, and external capital sources.

The Company is monetizing its portfolio of non-core assets, simplifying its business and further enhancing its liquidity.

#### Comstock Metals

Comstock Metals is finalizing the commissioning of its first industry-scale solar recycling facility in northern Nevada for continuing operations in August of 2026. At the same time, the Company is developing its first pilot scale metal recovery facility capable of handling the metals-rich tailings produced by its recycling facilities Comstock Metals has also identified its second site in the southern part of Nevada and its third site in central Ohio. These industry-scale facilities are designed for recycling up to 3.3 million panels (or approximately 100,000 tons) of annual capacity, per production line. The Company does not plan on ordering equipment for subsequent facilities until the first facility is operating and production is effectively ramped up. Site assessments remain ongoing for what would be the fourth and fifth industry-scale facilities and associated storage sites.

The Company's Metals objectives for 2026 include:

- Commissioning of our first commercial plant;
- Securing larger and longer-term supply contracts and continuing the revenue ramp up of billings for panels;
- Selecting sites number two and three. Submitting and securing permits for both sites;
- Ordering the industry-scale equipment for our second industry-scale facility post successful ramp up of our first commercial plant;
- Extending and operating an upgrading production line capable of making high specification glass materials to enhance recovery value;
- Finalizing the design for downstream metal recovery of the solar panel tailings; and
- Operating a one-ton-per-day pilot that can recover silver products and other metal slurries for Doré production.

We believe we are on track for completing all of our 2026 objectives.

The capital expenditures for each of the first and second facilities with 100,000 tons of annual capacity are expected to be approximately $14 million each, which includes recycling, product upgrading and expanded storage. Master Service Agreements are being signed with major utility and electronic recycling aggregators across the U.S. and particularly in the southwest regions including California, Arizona and Nevada. Future revenue growth will depend on the rate of customer replacements, pricing, and operating performance as the Company scales production.

#### Comstock Mining

On June 21, 2026, the Company entered into the Purchase Agreement with Mackay and Mackay Parent, pursuant to which the Company agreed to sell all of its right, title, and interest in and to the Acquired Interests, to Mackay. The Acquired Entities own or control properties in Lyon County and Storey County, Nevada. This sale does not include the Company’s real estate in Silver Springs, Nevada.

The aggregate purchase price for the Acquired Interests consists of: (a) the Initial Payment; (b) the First Tranche Shares; (c) the Second Tranche Payment, which may be paid partially in shares of Mackay Parent common stock under certain conditions based on the volume-weighted average trading price of Mackay Parent’s common stock; (d) assumption of all of the Acquired Entities reclamation obligations and the associated reclamation and surety bond deposits and collateral and (e) the Contingent Payment. The Purchase Agreement also includes a 1.5% net smelter returns (“NSR”) royalty on minerals produced from the transferred properties, including a Royalty Agreement, and subject to Mackay's repurchase rights under specified conditions. The closing of the transaction is subject to TSX-V stock exchange approvals.

Buyer shall have the right at any time to repurchase 100% of the NSR Royalty for a payment of $3,500,000, provided that if the seven-year period for the payment of the Contingent Payment has lapsed without the payment of the Contingent Payment, the royalty buyout payment shall be increased to $7,000,000. The Second Tranche Payment is secured by a Deed of Trust on the properties owned by the Acquired Entities and bears interest at the rate of twelve percent (12%) per annum after its due date. A non-refundable deposit of $150,000 previously paid by Mackay is credited against the Initial Payment at Closing. The related assets and liabilities were classified as Held for Sale and $22,992,892 was classified as Assets Held for Sale and $6,832,924 was classified as Liabilities Held for Sale on the condensed consolidated balance sheet as of June 30, 2026.

#### Bioleum

Bioleum is actively engaged in the expansion of its pilot production facilities and the planning for its first commercial demonstration facilities and the associated supply chain participants (including feedstock, site selection, engineering, construction and offtake).

Bioleum’s objectives for 2026 include:

- Complete an equity financing for Bioleum;
- Deploy a Hexas-based, commercial demonstration fuel farm;
- Commercialize at least one major new project for dedicated feedstock applications;
- Commercialize at least one major new project for renewable fuel applications; and
- Advance our innovation and development efforts toward even higher yields, lower costs and lower capital.

Bioleum also offers integrations of its solutions into existing agriculture, forestry, pulp and paper, ethanol, and existing petroleum infrastructures to generate additional capacities, revenues, technical services, engineering and royalties.

### Strategic Investments

#### Investment in Green Li-ion

Green Li-ion continues making meaningful progress in the development and deployment of its system that remanufactures critical PCAM, having now deployed its first commercial battery remanufacturing facility from fully recycled battery materials deployed. The Company intends to sell the remaining 35,662 Green Li-ion preferred shares as soon as Green Li-ion experiences a liquidity event, subject to market conditions.

#### Investments in other non-mining real estate, water rights and securities

The Company has announced plans for monetizing its mining, non-mining real estate and water rights as soon as practical, also subject to market conditions.

LIQUIDITY AND CAPITAL RESOURCES

Our financial position and liquidity are based on our net sources of capital from financing as compared to our net uses of capital from investing and operating activities and ultimately, our ability to provide cash flows from our operations. Our cash balances at June 30, 2026 and December 31, 2025 were $31,405,235 and $16,951,645, respectively. The Company had current assets of $58,132,861 and current liabilities of $18,185,790, representing working capital excess of $39,947,071 at June 30, 2026.

The current liabilities include $4,040,758 of accrued expenses, including but not limited to $1,314,205 for third party research and development payables, $1,043,058 for accrued payroll and related expenses, $725,844 representing the current portion of the Flux Photon earn-out payable, and $541,528 for accrued vendor payables.

The Company intends to fund its operations over the next twelve months from existing cash and cash equivalents, expected proceeds from the announced sale of the mining business, planned monetization of other non-strategic assets, sales and deferred revenue from our solar panel recycling business, and issuance of subsidiary-level equity (that is, by Bioleum). Based on these existing and expected funding sources, management believes we will have sufficient funds to sustain our operations and meet our commitments under our investment agreements during the 12 months following the date of issuance of the consolidated financial statements included herein. While we have been successful in the past in obtaining the necessary capital to support our operations, including registered equity financings from our existing shelf registration statement, non-registered equity placements, non-registered equity issued directly from certain subsidiaries, borrowings, and various other means, there is no assurance we will be able to obtain additional equity capital or other financing, if needed.

Our primary source of liquidity during the first six-months of 2026 and 2025 was cash from financing activities. During the six-months ended June 30, 2026, we generated $56,369,583 in cash from our financing activities and we used $15,923,917 and $25,992,076, respectively, in cash in our operating and investing activities. During the six-months ended June 30, 2025, we generated $31,231,350 in cash from our financing activities and we used $9,779,185 and $3,818,694, respectively, in cash in our operating and investing activities.

The Company continues commercializing its metals recycling line of business. Comstock Metals has received all permits and is currently commissioning its first industry scale facility, with a capacity of up to 100,000 tons of processed material per year, for capital expenditures of $14.5 million. The first industry scale facility was funded from equity proceeds. Future industry scale facilities and metal recovery capacities will be funded from prior equity proceeds and future debt proceeds, as needed, including direct term loans or industrial bonds and/or other alternative qualified loan financings. Comstock Metals expects to have at least five industry scale facilities operating with up to 100,000 tons of annual capacity coming online over the next five years (2026 through 2030), with strategically located storage areas that are also being planned across the U.S. markets. The Company is also developing metal extraction solutions for the recovery of higher purity and higher value metal realization with a one-ton-per-day pilot planned for later this year. At June 30, 2026, Comstock Metals billed $2,309,422 of which $510,280 was for decommissioning services, recycling fees and off-take revenue and $1,799,142 of which represents fees for recycling services that have not yet been completed and are recognized as deferred revenue.

On January 28, 2026, the Company announced a Confidentially Marketed Public Offering (“CMPO”) with Titan Partners Group LLC (“Titan Partners”). The Company raised $50 million in gross proceeds before underwriting discounts and commissions and other offering expenses. On January 30, 2026, the Company issued 18,181,819 registered shares of its common stock at a price of $2.75 per share for $50,000,002 and received net proceeds of $46,140,002 pursuant to the equity offering on January 28, 2026. On March 3, 2026, Titan Partners exercised their over-allotment option and placed an additional 2,727,272 registered shares of our common stock at a price of $2.75 per share for additional gross proceeds of $7,499,998 (net proceeds of $6,937,498).

The Company has increasing access to a number of alternative capital resources, including $20 million in proceeds during 2025 from the Bioleum Preferred Series A offering, $92.0 million in gross proceeds from two recent CMPO equity raises, various grant sources, including a $3.0 million grant from the State of Oklahoma, and various planned asset sales in 2026 and 2027. The Company is also planning additional direct equity investment into Bioleum during 2026, from various strategic and other investors directly into Bioleum.

Risks to our liquidity could result from future operating expenditures above management’s expectations, including but not limited to variable and fixed costs associated with solar panel recycling, research and development, capital expenditures and expansions, selling, general and administrative expenses, and investment related expenditures in excess of anticipated sale proceeds from our non-strategic assets and other investments, declines in the market value of properties planned for sale, or declines in the share price of our common stock that would adversely affect our results of operations, financial condition and cash flows. If we were unable to obtain any necessary additional funds, this could have an immediate material adverse effect on liquidity and raise substantial doubt about our ability to continue as a going concern. In such case, we could be required to limit or discontinue certain business plans, activities or operations, reduce or delay certain capital expenditures or investments, or sell certain assets or businesses. There can be no assurance that we would be able to take any such actions on favorable terms, in a timely manner, or at all.

CRITICAL ACCOUNTING ESTIMATES

There have been no significant changes to the critical accounting estimates disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Form 10-K.

## Market risk

As filed, 842 characters.

### QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

#### Market Prices

Changes in the market price of commodities, including precious metals, critical metals and oil and gas may significantly affect our future profitability and cash flow. Metal and fuel prices fluctuate widely due to factors such as: demand, global production levels, supply chain constraints, investor sentiment, central bank reserves, global conflicts and the value of the U.S. dollar and other currencies.

#### Interest Rate Risk

The interest rates on our existing long-term debt borrowings are fixed, and as a result, interest due on borrowings are not impacted by changes in market-based interest rates.

There have been no material changes in the market risks discussed in Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

## Controls and procedures

As filed, 1,918 characters.

### A. Disclosure

#### Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, with the participation of our Principal Executive Officer and Principal Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 ("Exchange Act") was conducted. Our disclosure controls and procedures are designed to ensure information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Exchange Act rules, and such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures, including controls and procedures designed to ensure that information required to be disclosed by us is accumulated and communicated to our management, were effective as of June 30, 2026, in assuring them in a timely manner that material information required to be disclosed in this report has been properly recorded, processed, summarized and reported.

#### Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, 2026, there was no change in our internal control over financial reporting that materially affected or is reasonably likely to materially affect our internal control over financial reporting.

## Risk factors

As filed, 165 characters.

No new risk factors have been identified in addition to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Filed Jul 23, 2026.
Source: SEC EDGAR, the filing index for accession 0001437749-26-024304. Last ingested by Listed: Oct 24, 2026, 15:02 ET. No prices; not investment advice.