# U S Global Investors Inc: Form 10-K for the period ended Jun 30, 2026

- Company: [U S Global Investors Inc](/companies/grow.md) (CIK 754811)
- Form: 10-K
- Filed: 2026-09-03
- Accepted by EDGAR: Sep 3, 2026, 16:21 ET
- Period: 2026-06-30
- Accession: 0001437749-26-029613
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/754811/000143774926029613/usglobal20260630_10k.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/754811/000143774926029613/

## Figures reported in this filing

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

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 12 months, 2025-07-01 to 2026-06-30 | $14.4m | us-gaap:Revenues |
| Gross profit | 12 months, 2025-07-01 to 2026-06-30 | $3.6m | us-gaap:GrossProfit |
| Operating income | 12 months, 2025-07-01 to 2026-06-30 | −$603.0k | us-gaap:OperatingIncomeLoss |
| Income tax | 12 months, 2025-07-01 to 2026-06-30 | $829.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 12 months, 2025-07-01 to 2026-06-30 | $3.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 12 months, 2025-07-01 to 2026-06-30 | $0.24 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 12 months, 2025-07-01 to 2026-06-30 | $0.24 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 12 months, 2025-07-01 to 2026-06-30 | 12,686,445 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 12 months, 2025-07-01 to 2026-06-30 | $742.0k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 12 months, 2025-07-01 to 2026-06-30 | $60.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 12 months, 2025-07-01 to 2026-06-30 | $1.1m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 12 months, 2025-07-01 to 2026-06-30 | $2.0m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2026-06-30 | $24.3m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-06-30 | $37.6m | us-gaap:AssetsCurrent |
| Total assets | at 2026-06-30 | $48.0m | us-gaap:Assets |
| Current liabilities | at 2026-06-30 | $1.9m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-06-30 | $2.9m | us-gaap:Liabilities |
| Shareholders' equity | at 2026-06-30 | $45.1m | us-gaap:StockholdersEquity |

## Business

As filed, 18,007 characters.

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, U.S. Global Investors, Inc. and its subsidiaries (collectively, “U.S. Global” or the “Company”) may make other written and oral communications from time to time that contain such statements. Forward-looking statements include statements as to industry trends, future expectations of the Company, and other matters that do not relate strictly to historical facts and are based on certain assumptions by management. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “should,” “estimate,” or “continue,” and similar expressions or variations. These statements are based on the beliefs and assumptions of Company management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, among others, the risks described in Part I, Item 1A, Risk Factors, and elsewhere in this report and other documents filed or furnished by U.S. Global from time to time with the U.S. Securities and Exchange Commission (“SEC”). U.S. Global cautions readers to carefully consider such factors. Furthermore, such forward-looking statements speak only as of the date on which such statements are made. Except to the extent required by applicable law, U.S. Global undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

U.S. Global, a Texas corporation organized in 1968, is a registered investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”). The Company, with principal operations located in San Antonio, Texas, manages two business segments:

1\. Investment Management Services, through which the Company offers, to U.S. Global Investors Funds (“USGIF” or the “Fund(s)”) and exchange-traded fund (“ETF”) clients, a range of investment management products and services to meet the needs of individual and institutional investors; and

2\. Corporate Investments, through which the Company invests for its own account in an effort to add growth and value to its cash position. The Company holds a significant amount of its total assets in investments.

As part of its investment management business, the Company provides: (1) investment advisory services and (2) administrative services to the mutual funds advised by the Company. The fees from these services, as well as investment income, are the primary sources of the Company’s revenue.

### Business Segments

Business segments are discussed below.

### Investment Management Services

**Investment Advisory Services.** The Company furnishes an investment program for each of the clients it manages and determines, subject to overall supervision by the applicable board of trustees of the clients, the clients’ investments pursuant to an advisory agreement. Consistent with the investment restrictions, objectives and policies of the particular client, the portfolio team for each client determines what investments should be purchased, sold, and held, and makes changes in the portfolio deemed necessary or appropriate. In the advisory agreement, the Company is charged with seeking the best overall terms in executing portfolio transactions and selecting brokers or dealers.

As required by the Investment Company Act of 1940, as amended (“Investment Company Act”), the advisory agreement with USGIF is subject to annual renewal and is terminable upon a 60 days' notice. In September 2025, the Board of Trustees of USGIF approved the annual renewal of the advisory agreement. Management anticipates that the advisory agreement will be renewed.

In addition to providing advisory services to USGIF, the Company provides advisory services to four U.S.-based ETF clients. The advisory agreements for the U.S.-based ETFs have been renewed through July 2027. The Company also serves as investment advisor to one European-based ETF, The Travel UCITS ETF. The advisory services agreement for The Travel UCITS ETF is not subject to renewal on an annual basis and is terminable upon 6-months' notice.

Net assets under management on June 30, 2026, and 2025, are detailed in the following table.

*Assets Under Management (“AUM”)*

*(dollars in thousands)*

| Fund Ticker ETF Clients Airline, Travel and Cargo | June 30, 2026 | June 30, 2025 |
| --- | ---: | ---: |
| U.S. Global Jets ETF JETS | $959,064 | $814,362 |
| The Travel UCITS ETF TRIP | 21,796 | 20,257 |
| U.S. Global Sea to Sky ETF SEA | 17,514 | 8,382 |
| **Total Airline, Travel and Cargo** | 998,374 | 843,001 |
| **Gold and Natural Resources** |  |  |
| U.S. Global GO GOLD and Precious Metal Miners ETF GOAU | 164,808 | 124,160 |
| **Total Gold and Natural Resources** | 164,808 | 124,160 |
| **Technology, Aerospace and Defense** |  |  |
| U.S. Global Technology and Aerospace & Defense ETF WAR | 41,335 | 6,055 |
| **Total Technology, Aerospace and Defense** | 41,335 | 6,055 |
| **Total ETF Clients** | 1,204,517 | 973,216 |
| **U.S. Global Investors Funds** |  |  |
| **Gold and Natural Resources** |  |  |
| Gold and Precious Metals USERX | 243,451 | 156,587 |
| World Precious Minerals UNWPX | 66,748 | 48,623 |
| Global Resources PSPFX | 54,245 | 40,612 |
| **Total Gold and Natural Resources** | 364,444 | 245,822 |
| **International Equity** |  |  |
| Global Luxury Goods USLUX | 51,392 | 50,934 |
| **Total International Equity** | 51,392 | 50,934 |
| **Bond** |  |  |
| U.S. Government Securities Ultra-Short Bond UGSDX | 30,995 | 28,783 |
| Near-Term Tax Free NEARX | 20,643 | 24,896 |
| **Total Bond** | 51,638 | 53,679 |
| **Total U.S. Global Investors Funds** | 467,474 | 350,435 |
| **Total AUM** | $1,671,991 | $1,323,651 |

**Administrative Services.** The Company also manages, supervises and conducts certain other affairs of USGIF, subject to the control of the Funds’ Board of Trustees pursuant to an administrative services agreement. The administrative services agreement with USGIF is subject to renewal on an annual basis and is terminable upon 60 days' notice. In September 2025, the Board of Trustees of USGIF approved the annual renewal of the administrative services agreement. Management anticipates that the administrative services agreement will be renewed.

### Corporate Investments

**Investment Activities.** In addition to providing management and advisory services, the Company is actively engaged in investing for its own account. See segment information in the Notes to the Consolidated Financial Statements at Note 15, Financial Information by Business Segment, of this Annual Report on Form 10-K.

### Additional Segment Information

See additional financial information about business segments in Part II, Item 8, Financial Statements and Supplementary Data at Note 15, Financial Information by Business Segment, of this Annual Report on Form 10-K.

### Human Capital

As of June 30, 2026, U.S. Global and its wholly-owned subsidiaries employed 21 full-time employees. Our compensation program is designed to attract, retain and reward qualified individuals who possess the skills and motivation necessary to support our business objectives and assist in the achievement of goals. Key to our compensation program is performance-based cash and fund share bonuses and incentives for achieving professional certifications. In addition to base salary and bonus compensation, we also offer employees benefits such as life, disability, and health (medical, dental and vision) insurance, paid time off, a 401(k) plan that includes a match, discretionary profit-sharing, and assistance with savings programs. We also offer long-term incentive awards which include stock options.

### Competition

The mutual fund industry is highly competitive. According to the Investment Company Institute, at the end of 2025 there were approximately 8,000 domestically registered open-end investment companies and approximately 4,800 exchange-traded funds of varying sizes and investment policies, whose shares are being offered to the public in the U.S. In addition to competition from other mutual fund managers and investment advisers, the Company and the mutual fund industry are in competition with various investment alternatives offered by insurance companies, banks, securities broker-dealers, and other financial institutions. Many of these institutions are able to engage in more liberal advertising than mutual funds and ETFs and may offer accounts at competitive interest rates, which may be insured by federally chartered corporations such as the Federal Deposit Insurance Corporation.

A number of investment advisors manage significantly larger funds than U.S. Global, offer a greater variety of investment objectives and have greater resources to promote the sale of investments therein. However, the Company believes it has the resources, products, and personnel to compete effectively within the investment advisory industry. In particular, the Company is known for its expertise in gold mining and exploration, natural resources, and airlines. Competition for sales of fund shares is influenced by various factors, including investment objectives and performance, advertising and sales promotional efforts, distribution channels, and the types and quality of services offered to fund shareholders.

Success in the investment advisory business is substantially dependent on each fund’s investment performance, the quality of services provided to shareholders, and the Company’s efforts to market the Funds and ETFs effectively. Operating revenues from management and administrative services fees are based on the assets of the funds under management. Costs of distribution and compliance continue to put pressure on profit margins for the investment advisory industry.

Despite the Company’s expertise in gold mining and exploration, natural resources, and airlines, the Company faces the same obstacles many advisers face, namely uncovering undervalued investment opportunities as the markets face further uncertainty and increased volatility. In addition, the growing number of alternative investments, especially in specialized areas, has created pressure on the profit margins and increased competition for available investment opportunities.

### Supervision and Regulation

The Company and the clients the Company manages and administers operate under certain laws, including federal and state securities laws, governing their organization, registration, operation, legal, financial, and tax status. Among the potential penalties for violation of the laws and regulations applicable to the Company are fines, imprisonment, injunctions, revocation of registration, and certain additional administrative sanctions. Any determination that the Company or its management has violated applicable laws and regulations could have a material adverse effect on the business of the Company. Moreover, there is no assurance that changes to existing laws, regulations, or rulings promulgated by governmental entities having jurisdiction over the Company and its clients will not have a material adverse effect on the Company’s business. The Company has no control over regulatory rulemaking or the consequences it may have on the mutual fund and investment advisory industry.

Regulatory pronouncements and oversight have significantly increased the burden of compliance infrastructure with respect to the investment advisory industry and the capital markets. This momentum of regulations has contributed significantly to the costs of managing and administering mutual funds.

U.S. Global is registered as an investment adviser with the SEC. As a registered investment adviser, it is subject to the requirements of the Advisers Act, and the SEC’s regulations thereunder, as well as to examination by the SEC’s staff. The Advisers Act imposes substantive regulation on virtually all aspects of the Company’s business and relationships with the Company’s clients. Applicable rules relate to, among other things, fiduciary duties to clients, transactions with clients, effective compliance programs, conflicts of interest, advertising, recordkeeping, reporting, and disclosure requirements. The Funds and the ETFs for which the Company acts as the investment adviser are registered with the SEC under the Investment Company Act. The Investment Company Act imposes additional obligations, including detailed operational requirements for both funds and their advisers. Moreover, an investment adviser’s contract with a registered fund may be terminated by the fund on not more than 60 days’ notice and is subject to annual renewal by the fund’s board after an initial two-year term. Both the Advisers Act and the Investment Company Act regulate the “assignment” of advisory contracts by the investment adviser. The SEC is authorized to institute proceedings and impose sanctions for violations of the Investment Advisers Act and the Investment Company Act, ranging from fines and censures to termination of an investment adviser’s registration. The failure of the Company, or the Funds and ETFs which the Company advises, to comply with the requirements of the SEC could have a material adverse effect on the Company. The Company is also subject to federal and state laws affecting corporate governance, including the Sarbanes-Oxley Act of 2002 (“S-Ox Act”), as well as rules adopted by the SEC.

U.S. Global is required to keep and maintain certain reports and records, which must be made available to the SEC upon request.

U.S. Global manages clients’ portfolios on a discretionary basis, with the authority to enter into security transactions, select broker-dealers to execute trades, and negotiate brokerage commissions. The Company may receive soft dollar credits from certain broker-dealers that are used to pay for research and related services or products, which therefore has the effect of reducing certain operating expenses. These soft dollar arrangements are intended to be within the safe harbor provisions of the Securities Exchange Act of 1934. If the ability to use soft dollar arrangements were reduced or eliminated as a result of statutory amendments, new regulations or a change in business practices, the Company’s operating expenses would increase.

### Relationships with Clients

The business of the Company is to a significant degree dependent on its association and contractual relationships with USGIF and ETF clients. In the event the advisory or administrative agreements with USGIF or the advisory agreements with ETF clients are canceled or not renewed pursuant to the terms thereof, the Company would be substantially adversely affected. U.S. Global considers its relationships with its clients to be good, and management has no reason to believe that the management and service contracts will not be renewed in the future; however, there is no assurance that USGIF and/or the ETF clients will choose to continue their relationships with the Company.

### Available Information

The Company’s Internet website address is www.usfunds.com. Information contained on the Company’s website is not part of this annual report on Form 10-K. The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed with (or furnished to) the SEC are available through a link on the Company’s Internet website, free of charge, as soon as reasonably practicable after such material is filed or furnished. (The link to the Company’s SEC filings can be found at www.usfunds.com by clicking “Investor Relations.”) The Company routinely posts important information on its website.

The Company also posts its Corporate Governance Guidelines, Code of Business Conduct, Code of Ethics for CEO and Principal Financial Officer, and the charters of the audit and compensation committees of its Board of Directors on the Company’s website in the “Policies and Procedures” section of "About Us." The Company’s SEC filings and governance documents are available in print to any stockholder that makes a written request to: Investor Relations, U.S. Global Investors, Inc., 7900 Callaghan Road, San Antonio, Texas 78229.

The Company files reports electronically with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), which may be accessed through the Internet. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.

Investors and others should note that we announce material financial information to our investors using the website, SEC filings, press releases, public conference calls and webcasts. We also use social media to communicate with our customers and the public about our company. It is possible that the information we post on social media could be deemed to be material information. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on social media channels listed below. This list may be updated from time to time.

https://www.facebook.com/USFunds

https://twitter.com/USFunds

https://twitter.com/USGlobalETFs

https://www.linkedin.com/company/u-s-global-investors

https://www.instagram.com/usglobal

https://pinterest.com/usfunds

https://www.youtube.com/c/usglobalinvestorssanantonio

https://www.youtube.com/channel/UCDkX1zvbWPyWc99esHOhwRQ

https://www.tiktok.com/@usfunds

Information contained on our website or on social media channels is not deemed part of this report.

## Risk factors

As filed, 28,505 characters.

*The Company faces a variety of significant and diverse risks, many of which are inherent in the business. Described below are certain risks that could materially affect the Company. Other risks and uncertainties that the Company does not presently consider to be material, or of which the Company is not presently aware, may become important factors that affect it in the future. The occurrence of any of the risks discussed below could materially and adversely affect the business, prospects, financial condition, results of operations, or cash flow.*

### Risk Factors Related to Our Industry

#### The investment management business is intensely competitive.

Competition in the investment management business is based on a variety of factors, including:

- Investment performance;
- Investor perception of an investment team’s drive, focus, and alignment of interest with them;
- Quality of service provided to, and duration of relationships with, clients and shareholders;
- Business reputation; and
- Level of fees charged for services.

The Company competes with a large number of investment management firms, commercial banks, broker-dealers, insurance companies, and other financial institutions. Competitive risk is heightened by the fact that some competitors may invest according to different investment styles or in alternative asset classes which the markets may perceive as more attractive than the Company’s investment approach. If the Company is unable to compete effectively, revenues and earnings may be reduced, and the business could be materially affected.

*Failure to comply with government regulations could result in fines, which could cause the Company’s earnings and stock price to decline.*

The Company is subject to a variety of foreign and domestic federal securities laws and agencies, including, but not limited to, the Advisers Act, the Investment Company Act, the S-Ox Act, the Gramm-Leach-Bliley Act of 1999, the Bank Secrecy Act of 1970, as amended, the USA PATRIOT Act of 2001, the SEC, FINRA, and NASDAQ. Moreover, financial reporting requirements and the processes, controls, and procedures that have been put in place to address them, are comprehensive and complex. While management has focused attention and resources on compliance policies and procedures, non-compliance with applicable laws or regulations could result in fines, sanctions or censures which could affect the Company’s reputation, and thus its revenues and earnings.

*Our business is subject to substantial risk from litigation, regulatory investigations and potential securities laws liability.*

Many aspects of U.S. Global’s business involve substantial risks of litigation, regulatory investigations and/or arbitration. The Company is exposed to liability under federal and state securities laws, other federal and state laws and court decisions, as well as rules and regulations promulgated by the SEC and other regulatory bodies. U.S. Global, its subsidiaries, and/or officers could be named as parties in legal actions, regulatory investigations and proceedings. An adverse resolution of any lawsuit, legal or regulatory proceeding or claim against the Company could result in substantial costs or reputational harm to the Company and have a material adverse effect on the Company’s business, financial condition or results of operations, which, in turn, may negatively affect the market price of the Company’s common stock and U.S. Global’s ability to pay dividends. In addition to these financial costs and risks, the defense of litigation or arbitration may divert resources and management’s attention from operations.

*Increased regulatory and legislative actions and reforms could increase costs and negatively impact the Company’s profitability and future financial results.*

The Company is subject to financial services laws, regulations, corporate governance requirements, administrative actions and policies. Over the past several decades, federal securities laws have been significantly expanded and made more complex by legislation such as the Sarbanes-Oxley Act, the USA PATRIOT Act of 2001, and the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). New laws, as well as changes in interpretations and enforcement of existing requirements, have required the Company to dedicate additional time and resources towards compliance. Future changes in financial regulation may further increase compliance costs and operational complexity, which could adversely affect the Company's results of operations.

Further, adverse results of regulatory investigations of mutual fund, investment advisory, and financial services firms could tarnish the reputation of the financial services industry generally, and mutual funds and investment advisers more specifically, causing investors to avoid further fund investments or redeem their balances. Redemptions would decrease the Company’s assets under management, which would reduce its advisory revenues and net income.

*New tax legislation or changes to existing tax laws, our failure to adequately comply with tax laws, or the outcome of any audits or regulatory disputes with respect to our compliance with tax law could adversely affect us.*

Changes to tax law could be enacted in the future that could have a material adverse effect on our business, results of operations, and financial condition. Further, we are subject to potential tax audits in various jurisdictions and in such an event, tax authorities may review and challenge certain positions we have taken and assess penalties or additional taxes. These challenges may result in adjustments to, or impact the timing or amount of, taxable income, deductions or other tax allocations, which may adversely affect the Company’s effective tax rate and overall financial condition. While we regularly assess the likely outcomes of these potential audits, there can be no assurance that we will accurately predict the outcome of a potential audit, and an audit could have a material adverse impact on our business, results of operations, and financial condition.

*Investment Company Act - Certain changes in control of the Company would automatically terminate our investment management agreements with our client unless the funds' boards of directors and shareholders vote to continue the agreements.*

Under the Investment Company Act, an investment management agreement with a fund must provide for its automatic termination in the event of its assignment. The funds' board and shareholders must vote to continue the agreement following its assignment, the cost of which ordinarily would be borne by the Company. Under the Advisers Act, a client's investment management agreement may not be assigned by the investment advisor without the client's consent. An advisor's ownership is considered to be assigned to another party when a controlling block of the advisor's ownership is transferred. In our case, an assignment would occur with the transfer or issuance of a controlling block of Class C shares. The Company cannot be certain that our clients will consent to assignments of our investment management agreements or approve new agreements with us if an assignment occurs. This restriction may discourage potential purchasers from acquiring a controlling interest in the Company.

### Risks Related to Our Common Stock

*One person beneficially owns substantially all of our voting stock and controls the outcome of all matters requiring a vote of stockholders, which may influence the value of our publicly traded non-voting stock.*

Frank Holmes, CEO, is the beneficial owner of over 99 percent of our class C voting convertible common stock, and is subject to the Investment Company Act as described above, and controls the outcome of all issues requiring a vote of stockholders. All of our publicly traded stock is nonvoting stock. Consequently, except to the extent provided by law, stockholders other than Frank Holmes have no vote with respect to the election of directors or any other matter requiring a vote of stockholders. Frank Holmes is able to determine the outcome of matters submitted to a vote of our shareholders for approval and will be able to cause or prevent a change in control of the Company. This lack of voting rights may adversely affect the market value of the publicly traded class A nonvoting common stock.

*The market price and trading volume of the Company’s class A common stock may be volatile, which could result in rapid and substantial losses for the Company’s stockholders.*

The market price of the Company’s class A common stock may be volatile, and the trading volume may fluctuate, causing significant price variations to occur. If the market price of the Company’s class A common stock declines significantly, stockholders may be unable to sell their shares at or above their purchase price. The Company cannot assure that the market price of its class A common stock will not fluctuate or decline significantly in the future. Some of the factors that could negatively affect the price of the Company’s class A common stock, or result in fluctuations in price or trading volume, include:

- Decreases in assets under management;
- Variations in quarterly and annual operating results;
- Volatility in realized and unrealized gains or losses on corporate investments;
- Publication of research reports about the Company or the investment management industry;
- Departures of key personnel;
- Adverse market reactions to any indebtedness the Company may incur, acquisitions or disposals the Company may make, or securities the Company may issue in the future;
- Changes in market valuations of similar companies;
- Changes or proposed changes in laws or regulations, or differing interpretations thereof, affecting the business, or enforcement of these laws and regulations, or announcements relating to these matters;
- Adverse publicity about the asset management industry, generally, or individual scandals, specifically; and
- General market and economic conditions.

In addition, the Company has invested in securities within the cryptocurrency industry through its corporate investments. Cryptocurrency markets and related stocks have been, and are expected to continue to be, volatile. This volatility may have a material impact on the Company’s financial statements and thus affect the Company’s common stock market price. In addition, the price of the Company’s common stock may fluctuate to the extent that shareholders invest in the Company’s common stock as a proxy for cryptocurrency. The investing public may be influenced by future anticipated appreciation or depreciation in value of cryptocurrencies or blockchain generally, factors over which the Company has little or no influence or control. The Company’s stock price may also be subject to volatility due to supply and demand factors associated with few or limited public company options for investment in the segment, which may change over time.

Macroeconomic declines, including inflation; negative political developments, including volatile market conditions due to investor concerns regarding inflation, and the Russia-Ukraine and Middle East conflicts; adverse market conditions; and catastrophic events may cause a decline in the Company’s revenue, an increase in the Company’s costs, negatively affect the Company’s operating results, adversely affect the Company’s cash flow, and could result in a decline in the Company’s stock price.

*The market price of the Company’s class A common stock could decline due to the large number of shares of the Company’s class C common stock eligible for future sale upon conversion to class A shares.*

The market price of the Company’s class A common stock could decline as a result of sales of a large number of shares of class A common stock eligible for future sale upon the conversion of class C shares, or the perception that such sales could occur. These sales, or the possibility that these sales may occur, might also make it more difficult for the Company to raise additional capital by selling equity securities in the future, at a time and at a price the Company deems appropriate.

*The Company intends to pay regular dividends to its stockholders, but the ability to do so is subject to the discretion of the Board of Directors.*

The Company intends to pay cash dividends on a monthly basis, but the Board of Directors, at its discretion, may decrease the level or frequency of dividends or discontinue payment of dividends entirely based on earnings, operations, capital requirements, general financial condition of the Company, and general business conditions.

*Acquisitions involve inherent risks that could compromise the success of the combined business and dilute the holdings of current stockholders.*

As part of our business strategy, we may pursue corporate development transactions, including the acquisition of asset management firms. These transactions involve assessing the value, strengths, weaknesses, liabilities and potential profitability of the transactions, and if our assessment is incorrect, the success of the combined business could be jeopardized. In addition, such transactions are subject to acquisition costs and expenses, are likely to divert the attention of management’s time, and can dilute the stockholders of the combined company if the acquisition is made for stock of the combined company.

### Risks Related to Our Operations

*Natural disasters, epidemics, pandemics, and other unpredictable events could adversely affect our operations.*

Natural disasters, public health crises, terrorist attacks, extreme weather events or other unpredictable events could adversely affect our revenues, expenses, and net income by:

- decreasing investment valuations in, and returns on, the investment portfolios that we manage and our corporate portfolio, thus causing reductions and volatility in revenue,
- causing disruptions in national or global economies that decrease investor confidence and make investment products generally less attractive,
- incapacitating or reducing the availability of key personnel necessary to conduct our business activities,
- interrupting the Company’s business operations or those of critical service providers,
- triggering technology delays or failures, and
- requiring substantial capital expenditures and operating expenses to remediate damage, replace our facilities, and restore our operations.

The Company’s business operations are concentrated in San Antonio, Texas. The Company has developed various backup systems and contingency plans but cannot be assured that those preparations will be adequate in all circumstances that could arise, or that material interruptions and disruptions will not occur. The Company also relies to varying degrees on outside vendors and third-party service providers, including technology, cybersecurity, cloud-based services, banking, business continuity, and other outsourced service providers. Disruptions, failures, cybersecurity incidents, data integrity issues, regulatory noncompliance, or inadequate performance by these providers could impair the Company's operations, delay service delivery, expose confidential information, increase costs, or adversely affect the Company's business, results of operation, or financial condition. If the Company loses the availability of employees, or if it is unable to respond adequately to such an event in a timely manner, revenues, expenses, and net income could be negatively impacted.

*The loss of key personnel could negatively affect the Company’s financial performance.*

The success of the Company depends on key personnel, including the portfolio managers, analysts, and executive officers. Competition for qualified, motivated, and skilled personnel in the asset management industry remains significant. Moreover, in order to retain certain key personnel, the Company may be required to increase compensation to such individuals, resulting in additional expense. The loss of key personnel or the Company’s failure to attract replacement personnel could negatively affect its financial performance.

*The Company could be subject to losses if it fails to properly safeguard sensitive and confidential information.*

As part of the Company’s normal operations, it maintains and transmits certain confidential information about the Company and its clients as well as proprietary information relating to its business operations. These systems could be victimized by unauthorized users or corrupted by computer viruses or other malicious software code, or authorized persons could inadvertently or intentionally release confidential or proprietary information. Such a breach could subject the Company to liability for a failure to safeguard client data, result in the termination of relationships with our existing customers, require significant capital and operating expenditures to investigate and remediate the breach and subject the Company to regulatory action.

*We rely upon certain critical information systems for the operation of our business, and the failure of any critical information system, including a cybersecurity breach, may result in harm to our business.*

We are heavily dependent on technology infrastructure and rely upon certain critical information systems for the effective operation of our business. These information systems include data network and telecommunications, internet access and our websites, and various computer hardware equipment and software applications. These information systems are subject to damage or interruption from a number of potential sources including natural disasters, software viruses or other malware, power failures, cyberattacks, phishing, impersonation, social engineering, fraud attempts and other events. We have implemented measures, such as virus protection software, intrusion detection systems and emergency recovery processes to address the outlined risks. However, security measures for information systems cannot be guaranteed to be failsafe, and evolving threat techniques, including AI-enabled fraud or cyberattack methods used by external actors, may increase risk that our systems, employees, vendors, or service providers could be targeted. Any compromise of our data security or our inability to use or access these information systems at critical points in time could unfavorably impact the timely and efficient operation of our business and subject us to additional costs and liabilities, which could adversely affect our results of operations. Finally, federal legislation relating to cybersecurity threats could impose additional requirements on our operations.

*Higher insurance premiums and related insurance coverage risks could increase costs and reduce profitability.*

While U.S. Global carries insurance in amounts and under terms that it believes are appropriate, the Company cannot assure that its insurance will cover most liabilities and losses to which it may be exposed, or that our insurance policies will continue to be available at acceptable terms and fees. U.S. Global is subject to regulatory and governmental inquiries and civil litigation. An adverse outcome of any such proceeding could involve substantial financial penalties. From time to time, the Company is involved in legal proceedings and claims arising in the ordinary course of business, including employment-related claims. Certain insurance coverage may not be available or may be prohibitively expensive in future periods. As U.S. Global’s insurance policies come up for renewal, the Company may need to assume higher deductibles or co-insurance liabilities, or pay higher premiums, which would increase the Company’s expenses and reduce net income.

*We have identified a material weakness in our internal control over financial reporting, which could adversely affect our ability to report our financial results accurately and on a timely basis.*

As further described in Item 9A of this Annual Report on Form 10-K, management concluded that our internal control over financial reporting and disclosure controls and procedures were not effective as of June 30, 2026. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis. If we are unable to remediate this material weakness, or if additional material weaknesses are identified in the future, we could be subject to regulatory scrutiny, civil or criminal penalties, or shareholder litigation. In addition, any such matters could result in the diversion of management’s attention, increased costs, and damage to our reputation and relationships with investors and other stakeholders.

### Risks Related to Assets Under Management

#### Poor investment performance could lead to a decline in revenues.

Success in the investment management industry is largely dependent on investment performance relative to market conditions and the performance of competing products. Good relative performance generally attracts additional assets under management, resulting in additional revenues. Conversely, poor performance generally results in decreased sales and increased redemptions with a corresponding decrease in revenues. Therefore, poor investment performance relative to the portfolio benchmarks and to competitors could impair the Company’s revenues and growth.

*The Company’s clients can terminate their agreements with the Company on short notice, which may lead to unexpected declines in revenue and profitability.*

The Company’s investment advisory agreements are generally terminable on short notice and subject to annual renewal. If the Company’s investment advisory agreements are terminated, which may occur in a short time frame, the Company may experience a decline in revenues and profitability.

*The Company derives a substantial portion of revenue from one fund under management.*

A substantial amount of assets under management is concentrated in the U.S. Global Jets ETF (53 percent and 69 percent of average net assets for fiscal years 2026 and 2025, respectively). Consequently, the Company’s revenues followed a similar pattern of concentration (47 percent and 69 percent of total operating revenues for fiscal years 2026 and 2025, respectively). As a result, our operating results are particularly dependent upon the performance of one fund and our ability to maintain and grow assets under management in that fund. If this fund were to experience a significant decrease in market value or redemptions, our assets under management would be reduced, adversely affecting our revenues.

*Difficult market conditions can adversely affect the Company by reducing the market value of the assets we manage or causing shareholders to make significant redemptions.*

Changes in economic or market conditions may adversely affect the profitability, performance of and demand for the Company’s investment products and services. Under the Company’s advisory fee arrangements, the fees received are primarily based on the market value of assets under management. Accordingly, a decline in the price of securities held in funds under management would be expected to reduce revenues and net income by lowering advisory fees. Such declines may also lead to increased shareholder redemptions in favor of investments perceived as offering greater opportunity or lower risk, which would further reduce advisory fees. The Company's ability to compete and grow depends on the relative attractiveness of its investment products, as well as its investment performance and strategies under prevailing market conditions.

*Market-specific risks may negatively impact the Company’s earnings.*

The Company manages certain funds in the natural resources sector, which is highly cyclical. The investments in the funds are subject to significant loss due to political, economic and diplomatic developments, currency fluctuations, social instability, and changes in governmental policies, including trading policies, regulatory requirements, tariffs and other barriers. Foreign trading markets, particularly in some emerging market countries, are often smaller, less liquid, less regulated and significantly more volatile than the U.S. and other established markets.

### Risks Related to Our Corporate Investments

*Investment income and assets may be negatively impacted by fluctuations in the Company’s corporate investments.*

The Company's corporate investments are subject to market and other investment-related risks. Investment income and asset values may be adversely affected by realized losses on the disposition of investments, declines in fair value, impairments, and other unfavorable market developments. Certain investments may also be affected by changes in interest rates, which can adversely impact investment values and related investment income. As a result, fluctuations in investment performance and market conditions may adversely affect the Company's financial position, results of operations, and cash flows.

*The Company has indirect exposure to the cryptocurrency markets through its investments.*

Cryptocurrencies (also referred to as “virtual currencies” and “digital currencies”) are digital assets that are designed to act as a medium of exchange. Although the Company has no current intention of directly investing in cryptocurrencies, the Company has indirect exposure to cryptocurrencies by investing in securities of issuers with operations in the cryptocurrency industry, such as mining companies, as well as in ETFs that hold cryptocurrency-related assets. Cryptocurrencies (some of the most well-known include Bitcoin and Ethereum) are not backed by any government, corporation, or other identified body. Trading markets for cryptocurrencies are subject to an evolving and fragmented regulatory framework. While certain jurisdictions, such as the European Union and the United States, have recently implemented or proposed regulatory regimes, other markets remain less regulated. As a result, cryptocurrency markets may be more exposed to operational or technical issues, as well as the potential for fraud or manipulation, compared with the established, regulated exchanges for securities, derivatives, and traditional currencies.

Cryptocurrencies have been subject to significant fluctuations in value. The value of a cryptocurrency may significantly fluctuate precipitously (including declining to zero) and unpredictably for a variety of reasons, including, but not limited to: investor perceptions and expectations; regulatory changes; general economic conditions; adoption and use in the retail and commercial marketplace; public opinion regarding the environmental impact of the creation (“minting” or “mining”) of cryptocurrency; confidence in, and the maintenance and development of, its network and open-source software protocols such as blockchain for ensuring the integrity of cryptocurrency transactional data; and general risks tied to the use of information technologies, including cybersecurity risks.

#### Adverse changes in foreign currencies could negatively impact financial results.

We have cash and certain corporate investments denominated in foreign currencies. Adverse changes in foreign currency exchange rates may reduce the value of those assets. In addition, certain assets under management have exposure to foreign currency fluctuations in various markets, which may adversely impact their valuation and, consequently, the revenue we receive.

*Regulatory developments such as the GENIUS Act may adversely impact companies in which we invest.*

In July 2025, the United States enacted the Guiding and Establishing National Innovation for U.S. Stablecoins Act (“GENIUS Act”), which imposes a new federal regulatory framework on payment stablecoin issuers. While our operations are not directly affected, certain companies in which we invest may be subject to these requirements, including licensing, reserve segregation, monthly audits, and compliance with anti-money laundering and consumer protection standards. These new obligations could increase operating costs, limit growth, or create compliance risks for such companies, which in turn could adversely affect the value of our investments and our financial results.

## Cybersecurity

As filed, 2,998 characters.

### Risk Management and Strategy

We have implemented a comprehensive technology and cybersecurity program as part of our overall risk management strategy. This program is designed to ensure our information systems are resilient, effective, and capable of defending against emerging risks and cybersecurity threats.

Our program emphasizes defense, rapid detection, and swift remediation of cybersecurity threats and incidents. It includes robust cybersecurity policies and a crisis response and management plan to facilitate prompt management, response, and communication of cybersecurity threats and incidents.

Our cybersecurity crisis management plan outlines the procedures and actions to be taken in the event of a cybersecurity incident, including detection, response, mitigation, and remediation. Upon identifying a potential threat or incident, our cybersecurity incident response team assigns a risk level classification and initiates the necessary escalation and other steps as per our plan. Incidents assessed as potentially high-risk are promptly escalated to our Chief Executive Officer (CEO), who determines the activation of relevant elements of our crisis response and management plan. The CEO informs our Board of Directors about cybersecurity incidents as appropriate, considering factors such as financial, operational, legal, or reputational impact.

As part of our third-party risk management program, we annually review and evaluate SOC *1* reports provided by key vendors to assess controls related to information technology and data security.

To date, we have not identified any risks from known cybersecurity threats, including prior incidents, that have materially affected or are reasonably likely to materially affect our operations, business strategy, results of operations, or financial condition.

### Risk Governance

The full Board of Directors holds overall responsibility for overseeing the identification and mitigation of cybersecurity risks. This responsibility has *not* been delegated to any single committee, as the Board’s structure and size allow for comprehensive oversight. Periodically, management provides updates to the Board regarding our internal control program, including significant changes to our IT infrastructure and cybersecurity program. Management also directly communicates any material risks from cybersecurity threats to the Board.

Our Director of Information Technology leads our cybersecurity program and reports directly to our CEO. Our director is supported by a Senior Systems Administrator, and together they bring over 65 years of combined information technology experience to the day-to-day management of information security. We leverage external partners to provide expanded monitoring coverage and triage of events before escalation to internal team members. Our third-party service provider supplements our internal IT team, offering 24/7/365 coverage and initial mitigation through continuous monitoring and security alerts.

## Properties

As filed, 193 characters.

The Company presently owns and occupies an office building as its headquarters in San Antonio, Texas. The office building is approximately 46,000 square feet on approximately 2.5 acres of land.

## Management's discussion and analysis

As filed, 34,176 characters.

This discussion reviews and analyzes the consolidated results of operations of U.S. Global Investors, Inc. and its subsidiaries (collectively, “U.S. Global” or the “Company”) for the past two fiscal years and other factors that may affect future financial performance. This discussion should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K.

### Recent Trends in Financial Markets

The Company’s operating revenues are closely tied to assets under management (“AUM”), which are influenced by market performance, investor inflows and outflows, and the mix of managed investment products. As a result, changes in financial markets and investor sentiment can have a significant impact on revenues and operating results.

During the fiscal year ended June 30, 2026, U.S. equity markets delivered strong returns, supported by resilient economic growth and continued technological innovation. The S&P 500 gained approximately 20.9 percent for the twelve months ended June 30, 2026, led by the Information Technology sector, which advanced approximately 36.7 percent. Investor enthusiasm surrounding artificial intelligence (“AI”), cloud computing, and digital infrastructure fueled strong earnings growth among technology companies. Semiconductor manufacturers and related businesses benefited from growing demand for AI-related hardware and data center investment. This demand contributed significantly to overall market performance.

At the same time, global financial markets continued to be influenced by geopolitical tensions, trade policy uncertainty, and shifting monetary policy expectations. Conflicts in Eastern Europe and the Middle East, along with changing tariff policies among major economies, contributed to periods of market volatility. These conditions increased investor interest in safe-haven assets, particularly gold. Gold prices reached record highs during the period, benefiting precious metals mining and royalty companies and supporting investor demand for related investment strategies.

While several central banks began easing monetary policy during the year, inflation remained above long-term targets in many regions. Economic growth moderated but remained positive across most major economies, supported by healthy labor markets and consumer spending. These conditions created a range of opportunities across asset classes and encouraged investors to seek targeted investment exposure through exchange-traded funds (“ETFs”).

The travel and tourism industry remained resilient throughout the fiscal year. Strong demand for leisure travel, international tourism, cruises, and hospitality services supported revenue growth across many travel-related companies. These trends benefited the Company’s travel-focused products, including the U.S. Global Jets ETF (JETS) and the U.S. Global Travel UCITS ETF (TRIP), as investors continued to seek exposure to the long-term growth of global travel.

Investors’ preference for ETFs over traditional mutual funds remained a key industry trend. The ETF industry continued to attract net inflows due to its transparency, liquidity, and tax efficiency, while actively managed mutual funds generally experienced net outflows. This shift reflects growing demand for flexible, cost-effective investment vehicles.

Management remains focused on growing assets under management through differentiated investment strategies, expanding distribution opportunities, and prudently managing market and geopolitical risks. The Company believes its specialized exposure to travel, precious metals, technology, aerospace and defense provides attractive opportunities for long-term growth as investor demand continues to evolve.

### Business Segments

The Company, with principal operations located in San Antonio, Texas, manages two business segments:

1\. Investment management services, through which the Company offers, to U.S. Global Investors Funds (“USGIF” or the “Fund(s)”) and ETF clients, a range of investment management products and services to meet the needs of individual and institutional investors; and

2\. Corporate investments, through which the Company invests for its own account in an effort to add growth and value to its cash position. The Company holds a significant amount of its total assets in investments.

*Assets Under Management (“AUM”)*

*(dollars in thousands)*

| Investment Management Services | June 30, 2026 | June 30, 2025 |
| --- | ---: | ---: |
| ETF Clients | $1,204,517 | $973,216 |
| USGIF | 467,474 | 350,435 |
| **Total AUM** | $1,671,991 | $1,323,651 |

As of June 30, 2026, total AUM was $1.7 billion compared to $1.3 billion on June 30, 2025, an increase of $348.3 million, or 26.3 percent. The increase in AUM was driven primarily by growth in the USGIF and ETF clients focused on the gold and natural resources sector, and Jets ETF, which invests in airline-related stocks, including global airline carriers, airport operators and aircraft manufacturers. During fiscal year 2026, average AUM was $1.5 billion compared to $1.4 billion in fiscal year 2025, an increase of 8.1 percent.

The following is a brief discussion of the Company’s two business segments.

### Investment Management Services

The Company generates operating revenues from providing investment management and related services to USGIF and ETF clients. These revenues are largely dependent on the value and composition of AUM. As a result, fluctuations in financial markets, investor sentiment and net cash flows directly affect AUM and, consequently, the Company's revenues and operating results.

Information regarding the mutual funds within USGIF, including prospectuses and performance information, is available on the Company's website, www.usfunds.com. Information regarding the Company's U.S.-Based ETFs, including prospectuses, performance and holdings, is available at www.usglobaletfs.com. Shareholders in USGIF are generally not required to provide advance notice prior to redeeming fund shares, and USGIF does not currently charge redemption fees. Similarly, the U.S.-based ETFs' authorized participants are generally not required to provide advance notice of share redemptions, and the U.S.-based ETFs do not charge redemption fees.

Investment advisory fees from USGIF are generally calculated as a percentage of average net assets, ranging from 0.375 percent to 1.00 percent, and are paid monthly. The Company also serves as investment advisor to four U.S.-based ETF clients.

The Company receives a management fee of 0.60 percent of average net assets for the U.S.-based ETFs. The Company also serves as investment adviser to one European-based ETF, The Travel UCITS ETF ("TRIP"), which pays a unitary management fee of 0.69 percent of average net assets. TRIP is not included in the AUM rollforward table below and is not available to U.S. investors.

The Company has agreed to bear all expenses of the U.S.-based ETFs, except the U.S. Global Sea to Sky Cargo ETF. The Company has agreed to contractually limit the expenses of the U.S. Global Sea to Sky Cargo ETF through April 2027. The Company has also agreed to bear all expenses of TRIP.

In fiscal year 2025, advisory fees on certain USGIF equity funds remained subject to a performance-based adjustment that could decrease fees based on investment performance. The performance adjustment began to be phased out during the fourth quarter of fiscal 2024 and was fully eliminated during the fourth quarter of fiscal 2025. During the phase-out period, the adjustment could only reduce advisory fees. As a result, advisory fees were reduced by $247,000 in fiscal year 2025. The elimination of the performance fee adjustment contributed to the increase in USGIF advisory fees during fiscal year 2026.

Investment advisory revenues are affected by changes in AUM, including:

- market appreciation or depreciation;
- dividends and distributions;
- net shareholder purchases or redemptions;
- exchanges between products with different fee structures; and
- fee waivers and expense reimbursements.

The following tables summarize the changes in AUM for USGIF equity funds, USGIF fixed income funds and the Company's U.S.-based ETFs. The tables exclude TRIP, the Company's European-based ETF, which is not available to U.S. investors.

*(dollars in thousands)*

|  | Year Ended June 30, 2026 USGIF Equity | USGIF Fixed Income | Total USGIF | U.S.-Based ETFs |
| --- | ---: | ---: | ---: | ---: |
| Beginning Balance | $296,756 | $53,679 | $350,435 | $952,959 |
| Market appreciation (depreciation) | 139,116 | 1,544 | 140,660 | 379,498 |
| Dividends and distributions | (74,405) | (1,570) | (75,975) | (10,432) |
| Net shareholder purchases (redemptions) | 54,369 | (2,015) | 52,354 | (139,304) |
| Ending Balance | $415,836 | $51,638 | $467,474 | $1,182,721 |
| Average investment management fee | 0.88% | 0.00% | 0.79% | 0.59% |
| Average net assets | $437,138 | $51,919 | $489,057 | $1,018,978 |

*(dollars in thousands)*

|  | Year Ended June 30, 2025 USGIF Equity | USGIF Fixed Income | Total USGIF | U.S.-Based ETFs |
| --- | ---: | ---: | ---: | ---: |
| Beginning Balance | $233,296 | $55,102 | $288,398 | $1,254,217 |
| Market appreciation (depreciation) | 82,436 | 2,044 | 84,480 | 233,052 |
| Dividends and distributions | (7,591) | (1,839) | (9,430) | (2,652) |
| Net shareholder purchases (redemptions) | (11,385) | (1,628) | (13,013) | (531,658) |
| Ending Balance | $296,756 | $53,679 | $350,435 | $952,959 |
| Average investment management fee | 0.76% | 0.00% | 0.63% | 0.60% |
| Average net assets | $254,596 | $53,778 | $308,374 | $1,085,157 |

As of June 30, 2026, USGIF AUM was $467.5 million compared to $350.4 million as of June 30, 2025, an increase of $117.0 million, or 33.4 percent. Average net assets for USGIF were $489.1 million during fiscal year 2026 compared to $308.4 million during fiscal year 2025, an increase of 58.6 percent. The change in USGIF AUM was primarily attributable to market appreciation in equity funds.

As of June 30, 2026, AUM in the Company's U.S.-based ETFs was $1.2 billion compared to $953.0 million as of June 30, 2025, an increase of $229.8 million, or 24.1 percent. Average net assets for the Company's U.S.-based ETFs were $1.0 billion during fiscal year 2026 compared to $1.1 billion during fiscal year 2025, a decrease of 6.1 percent. The change in U.S.-based ETF AUM was primarily attributable to market appreciation, particularly within JETS. The Company also serves as investment adviser to TRIP, a European-based ETF that is not included in the table above. Average net assets for TRIP were $20.5 million and $20.4 million during fiscal years 2026 and 2025, respectively.

The average annualized investment management fee rate (total advisory fees, excluding performance fees, as a percentage of average assets under management) of USGIF was 79 and 63 basis points in fiscal year 2026 and 2025. The average investment management fee for equity funds in fiscal year 2026 and 2025 was 88 basis points and 76 basis points, respectively. The average investment management fee for the fixed income funds was nil for both fiscal years 2026 and 2025 due to fee waivers on these funds as discussed in Note 4, Investment Management and Other Fees, to the Consolidated Financial Statements of this Annual Report on Form 10-K.

During fiscal years 2026 and 2025, the Company recorded advisory fee revenue from USGIF of approximately $3.8 million and $1.7 million, respectively. Based on actual recorded amounts, total USGIF advisory fees increased by approximately $2.2 million, or 128.2 percent, in fiscal year 2026 compared to fiscal year 2025, primarily due to higher average AUM in the funds focused on the gold and natural resources sector. This increase was also attributable to the elimination of the performance fee adjustment, which reduced advisory fees in fiscal 2025 but did not impact advisory fees in 2026.

The average management fee rate for the Company's U.S.-based ETFs was 59 basis points and 60 basis points during fiscal years 2026 and 2025, respectively. Advisory fees from all ETF clients totaled $6.2 million and $6.6 million during fiscal years 2026 and 2025, respectively. Changes in ETF advisory fees during fiscal year 2026 were primarily attributable to lower average net assets in JETS.

### Corporate Investments

Management believes it can more effectively manage the Company’s cash position by maintaining certain types of investments utilized in cash management and continues to believe that such activities are in the best interest of the Company. As of June 30, 2026, investments measured at fair value on a recurring basis totaled $11.7 million, representing approximately 24.4 percent of the total assets.

The following table summarizes the cost, unrealized gains (losses), and fair value of investments measured at fair value on a recurring basis as of June 30, 2026, and 2025.

*(dollars in thousands)*

| Securities at Fair Value | Cost | Unrealized Gain (Loss) in Other Comprehensive Income (Loss) | Unrealized Gain (Loss) in Investment Income (Loss) | Fair Value |
| --- | ---: | ---: | ---: | ---: |
| Trading securities at fair value 1 | $13,006 | $- | $(1,262) | $11,744 |
| Total at June 30, 2026 | $13,006 | $- | $(1,262) | $11,744 |
| Trading securities at fair value 1 | $12,963 | $- | $(775) | $12,188 |
| Available-for-sale debt securities at fair value 2 | 3,993 | 125 | (2,542) | 1,576 |
| Total at June 30, 2025 | $16,956 | $125 | $(3,317) | $13,764 |

*1. Realized gains and losses and changes in unrealized gains and losses are included in net investment income (loss) in the Consolidated Statements of Operations.*

2\. *Realized gains and losses are included in net investment income (loss) in the Consolidated Statements of Operations. Changes in unrealized gains and losses are included in the Consolidated Statements of Comprehensive Income, except for declines in fair value determined to be other than temporary, and amounts attributable to embedded derivatives, which are included in net investment income (loss) in the Consolidated Statements of Operations. An embedded derivative and its related host contract represent one legal contract and are combined within the investments in available-for-sale debt securities on the Consolidated Balance Sheets.*

Included in the amounts presented above are investments in funds advised by the Company, with fair values of $9.7 million and $10.6 million at June 30, 2026, and 2025, respectively.

Net investment income (loss) from the Company’s investments includes:

- realized gains and losses on sales of securities;
- unrealized gains and losses on fair valued securities;
- foreign currency gains and losses;
- impairments and observable price changes on equity investments without readily determinable fair values; and
- dividend and interest income.

Investment income can be volatile and may vary depending on market fluctuations, the Company’s ability to participate in investment opportunities, and timing of transactions. For fiscal year 2026, the Company had net investment income of $4.1 million, compared to $2.4 million for fiscal year 2025. Due to market volatility, the Company expects that gains or losses will continue to fluctuate in the future.

Included in the securities recorded at fair value in the table above are investments in HIVE Digital Technologies Ltd. (“HIVE”), consisting of common shares valued at $55,000, and $27,000 as of June 30, 2026, and 2025, respectively, and convertible debentures with a fair value of $1.6 million as of June 30, 2025. The investments in HIVE are discussed in more detail in Note 3, Investments, to the Consolidated Financial Statements of this Annual Report on Form 10-K. Frank Holmes, CEO, is the executive chairman of HIVE.

Cryptocurrency markets and related securities have been, and are expected to continue to be, volatile and may be influenced by a variety of factors, including speculative activity, technological developments, market sentiment, and regulatory changes. Companies operating in the cryptocurrency industry also face cybersecurity, environmental, regulatory, and other operational risks. Changes in the market value of the Company's investments, including investments in companies operating in the cryptocurrency industry, may affect the investment values reported in the Company's Consolidated Balance Sheets and the gains and losses recognized in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).

In addition to the securities at fair value presented above, as of June 30, 2026, and 2025, the Company owned other investments of approximately $4.7 million and $1.3 million, respectively, classified as securities without readily determinable fair values and held-to-maturity debt investments, net of allowance for credit losses, of $972,000 and $948,000, respectively.

### Consolidated Results of Operations

The following is a discussion of the consolidated results of operations of the Company and a detailed discussion of the Company’s revenues and expenses.

### Year Ended June 30, 2026, Compared with Year Ended June 30, 2025

The Company had net income, as shown in the Consolidated Statements of Operations, of $3.1 million, or $ 0.24 per share, for the year ended June 30, 2026, compared with a net loss of $334,000, or $ (0.03) per share, for the year ended June 30, 2025, a change of approximately $3.4 million. The change is primarily due to higher operating revenues and net investment income, partially offset by higher tax expenses, as discussed further below.

### Operating Revenues

*(dollars in thousands)*

| ETF advisory fees: | Year ended June 30, 2026 | 2025 | $% Change | Change |
| --- | ---: | ---: | ---: | ---: |
| Airline, travel and cargo ETFs | $5,015 | $6,007 | $(992) | (16.5)% |
| Gold and natural resources ETF | 1,080 | 625 | 455 | 72.8% |
| Technology, aerospace and defense ETF | 97 | 10 | 87 | 870.0% |
| Total ETF advisory fees | 6,192 | 6,642 | (450) | (6.8)% |
| USGIF advisory fees: |  |  |  |  |
| Gold and natural resources funds | 3,407 | 1,373 | 2,034 | 148.1% |
| International equity funds | 433 | 310 | 123 | 39.7% |
| Fixed income funds | - | - | - | n/a |
| Total USGIF advisory fees | 3,840 | 1,683 | 2,157 | 128.2% |
| Total advisory fees | 10,032 | 8,325 | 1,707 | 20.5% |
| USGIF administrative services fees | 219 | 127 | 92 | 72.4% |
| **Total Operating Revenues** | $10,251 | $8,452 | $1,799 | 21.3% |

Total consolidated operating revenues for the year ended June 30, 2026, increased $1.8 million, or 21.3 percent, compared to the year ended June 30, 2025. The increase was primarily attributable to higher advisory fees from the funds focused on the gold and natural resources sector.

Advisory fees increased $1.7 million, or 20.5 percent, in fiscal 2026 compared to fiscal 2025. The increase consisted of approximately $1.5 million of higher management fees, primarily due to higher average assets under management, and a favorable $247,000 change related to the elimination of performance fee adjustments. Management fees from USGIF increased due to higher average assets under management, primarily driven by market appreciation. ETF advisory fees decreased due to lower average assets under management, primarily in JETS.

**Advisory Fees.** Advisory fees, the largest component of the Company’s operating revenues, are derived from two sources: ETF advisory fees and USGIF advisory fees. In fiscal year 2026, the ETF advisory fees accounted for 60.4 percent of the Company’s operating revenues, and the USGIF advisory fees accounted for 37.5 percent of the Company’s operating revenues.

The Company serves as investment advisor to four U.S.-based ETF clients. The Company receives a management fee of 0.60 percent of average net assets and has agreed to bear all expenses of the U.S.-based ETFs, except the U.S. Global Sea to Sky Cargo ETF, for which the Company has contractually agreed to limit expenses through April 2027. The Company also serves as investment advisor to one European-based ETF, for which it receives a unitary management fee of 0.69 percent of average net assets and has agreed to bear all expenses. The Company recorded advisory fees from the ETF clients of $6.2 million and $6.6 million in fiscal years 2026 and 2025, respectively.

Investment base advisory fees from USGIF are calculated as a percentage of average net assets, ranging from 0.375 percent to 1.00 percent, and are paid monthly. The Company has contractually agreed to limit fund expenses through April 2027, except for the U.S. Government Securities Ultra Short Bond Fund, for which fee waivers and expense reimbursements are voluntary and may be discontinued at the Company's discretion. The base advisory fees on the equity funds within USGIF were adjusted upward or downward based on performance. This performance adjustment began to be phased out during the fourth quarter of fiscal 2024 and ceased during the fourth quarter of fiscal 2025. During the phase-out period, the adjustment for the performance fee could only be adjusted downward. For the year ended June 30, 2025, the Company adjusted its base advisory fees downward by $247,000. USGIF advisory fees in total, including performance adjustments, increased by approximately $2.2 million, or 128.2 percent, in fiscal year 2026 compared to fiscal year 2025.

### Operating Expenses

Total consolidated operating expenses decreased $584,000, or 5.1 percent, compared with the previous fiscal year, as shown below.

*(dollars in thousands)*

|  | Year ended June 30, 2026 | 2025 | $% Change | Change |
| --- | ---: | ---: | ---: | ---: |
| Employee compensation and benefits | $4,958 | $4,931 | $27 | 0.5% |
| General and administrative | 5,341 | 5,795 | (454) | (7.8)% |
| Advertising | 507 | 650 | (143) | (22.0)% |
| Depreciation | 42 | 61 | (19) | (31.1)% |
| Interest | 6 | 1 | 5 | 500.0% |
| Total | $10,854 | $11,438 | $(584) | (5.1)% |

### Other Income (Loss)

*(dollars in thousands)*

|  | Year ended June 30, 2026 | 2025 | $% Change | Change |
| --- | ---: | ---: | ---: | ---: |
| Net investment income (loss) | $4,148 | $2,393 | $1,755 | 73.3% |
| Other income (loss) | 339 | 331 | 8 | 2.4% |
| **Total Other Income (Loss)** | $4,487 | $2,724 | $1,763 | 64.7% |

Total consolidated other income increased to $4.5 million for fiscal 2026 from $2.7 million for fiscal 2025, primarily due to higher net investment income. Net investment income was $4.1 million in fiscal 2026, compared to $2.4 million in fiscal 2025, reflecting an increase in realized and unrealized results on equity securities. Realized and unrealized gains on equity securities were $2.6 million in fiscal 2026, compared to losses of $281,000 in fiscal 2025. The fiscal 2026 results included net realized and unrealized gains of $3.2 million from equity investments accounted for under the measurement alternative in fiscal 2026, compared to realized losses of $362,000 in fiscal 2025.

Partially offsetting the fiscal 2026 increases, dividend and interest income declined $723,000, or 33.0 percent, to $1.5 million, primarily due to lower interest income earned on the Company's HIVE convertible debentures as a result of principal repayments. In addition, realized gains on debt securities decreased $502,000 to $108,000 in fiscal 2026 from $610,000 in fiscal 2025, reflecting lower gains recognized on the Company's HIVE convertible debenture investment.

### Provision for Income Taxes

Income tax expense was $829,000 for fiscal 2026, compared to $72,000 for fiscal 2025, an increase of $757,000. The increase was primarily attributable to higher earnings before income taxes, offset by changes in reserves for uncertain tax positions, and an increase in the valuation allowance on certain deferred tax assets. See Note 12 to the Consolidated Financial Statements of this Annual Report on Form 10-K for additional information regarding income taxes.

### Liquidity and Capital Resources

At June 30, 2026, the Company had net working capital (current assets minus current liabilities) of approximately $35.7 million and a current ratio (current assets divided by current liabilities) of 19.7 to 1. With approximately $24.3 million in cash and cash equivalents and $11.7 million in securities carried at fair value, which together represented approximately 75.1 percent of total assets, the Company believes it has adequate liquidity to meet its current obligations. Total shareholders’ equity was approximately $45.1 million.

Cash and cash equivalents decreased $222,000 during fiscal 2026, primarily due to $2.0 million of common stock repurchases, $1.1 million of dividend payments, and $1.2 million of corporate investment purchases. These uses of cash were partially offset by $742,000 of net cash provided by operating activities and $2.3 million of proceeds from principal repayments on investments. Shareholders' equity decreased $68,000, or 0.2 percent, from June 30, 2025, primarily reflecting $2.0 million of common stock repurchases and $1.1 million of dividends declared, partially offset by net income of $3.1 million for fiscal 2026.

The Company also has access to a $1.0 million credit facility, which can be utilized for working capital purposes. The credit agreement requires the Company to maintain certain covenants; the Company has been in compliance with these covenants during the current fiscal year. The credit agreement will expire on May 31, 2028, and the Company intends to renew it biennially. The credit facility is collateralized by approximately $1.0 million, included in restricted cash on the Consolidated Balance Sheets, held in deposit in a money market account at the financial institution that provided the credit facility. As of June 30, 2026, this credit facility remained unutilized by the Company.

Investment advisory contracts pursuant to the Investment Company Act of 1940 and related affiliated contracts in the U.S., by law, may not exceed one year in length and, therefore, must be renewed at least annually after an initial two-year term. The investment advisory and related contracts between the Company and USGIF have been renewed through September 2026. The advisory agreements for the U.S.-based ETFs have been renewed through July 2027.

The primary cash requirements are for operating activities. The Company also uses cash to purchase investments, pay dividends and repurchase Company stock. The cash outlays for investments and dividend payments are discretionary. The stock repurchase plan is approved through December 31, 2026, but may be suspended or discontinued. Cash and securities recorded at fair value of approximately $36.1 million are available to fund current activities.

As of June 30, 2026, the Board of Directors has authorized a monthly dividend of $0.0075 per share from July 2026 through September 2026. The total amount of cash dividends to be paid to class A and class C shareholders from July 2026 to September 2026 will be approximately $279,000, which is included as dividends payable in the Consolidated Balance Sheets at June 30, 2026. Payment of cash dividends is within the discretion of the Company’s Board of Directors and is dependent on earnings, operations, capital requirements, general financial condition of the Company, and general business conditions.

Contractual obligations primarily consist of agreements for services used in daily operations and for marketing and distribution. As of June 30, 2026, the Company had contractual obligations of $755,000 for the fiscal years ending June 30, 2027, through 2030. Other contractual obligations consist of agreements to waive or reduce fees and/or pay expenses on certain funds. Future obligations under these agreements are dependent upon future levels of fund assets.

Management believes current cash reserves, investments, and financing available will be sufficient to meet foreseeable cash needs for operating activities and for contractual obligations.

### Critical Accounting Estimates

The discussion and analysis of financial condition and results of operations are based on the Company’s Consolidated Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). The preparation of these Consolidated Financial Statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses. Management reviews these estimates on an ongoing basis. Estimates are based on experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. While significant accounting policies are described in more detail in Note 2 to the Consolidated Financial Statements, the Company believes the accounting policies that require management to make assumptions and estimates involving significant judgment are those relating to valuation of investments, income taxes, and valuation of share-based compensation.

**Investments Without Readily Determinable Fair Values.** Certain investments are accounted for under the ASC 321 measurement alternative. Management applies significant judgment in assessing whether observable price changes exist and whether impairment indicators are present. Changes in these judgments could affect the carrying value of the investments and the related gains or losses recognized in earnings. Accordingly, management considers the accounting for these investments to be a critical accounting estimate.

**Allowance for Credit Losses.** The Company’s allowance for credit losses requires significant judgment in estimating lifetime expected losses under the Current Expected Credit Losses (“CECL”) model, adopted on July 1, 2023. Management’s estimate incorporates historical experience, current conditions, and reasonable forecasts of future economic performance. Because these assumptions involve inherent uncertainty, changes in issuer performance or macroeconomic factors could cause actual losses to differ materially from current estimates. Adjustments to the allowance may impact the Company’s results of operations and financial condition.

**Share-Based Compensation.** Share-based compensation expense is measured at the grant date based on the fair value of the award, and the cost is recognized as expense ratably over the award’s vesting period. Forfeitures are recognized as they occur.

The Company believes that the estimates related to share-based compensation expense are critical accounting estimates because the assumptions used could significantly impact the timing and amount of share-based compensation expense recorded in the Company’s Consolidated Financial Statements.

**Income Taxes.** The Company’s annual effective income tax rate is based on the mix of income and losses in its U.S. and non-U.S. entities which are part of the Company’s Consolidated Financial Statements, statutory tax rates, and tax-planning opportunities available to the Company in the various jurisdictions in which it operates. Significant judgment is required in evaluating the Company’s tax positions.

Tax law requires certain items to be included in the tax return at different times from when these items are reflected in the Company’s Consolidated Statements of Operations. As a result, the effective tax rate reflected in the Consolidated Financial Statements is different from the tax rate reported on the Company’s consolidated tax return. Some of these differences are permanent, such as expenses that are not deductible in the tax return, and some differences reverse over time, such as depreciation expense. These timing differences create deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and the tax basis of assets and liabilities and are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment dates.

The Company assesses uncertain tax positions in accordance with Accounting Standards Codification ("ASC") 740, *Income Taxes,* and maintains a reserve. Judgment is used to identify, recognize, and measure the amounts to be recorded in the financial statements related to tax positions taken or expected to be taken in a tax return. A liability is recognized to represent the potential future obligation to the taxing authority for the benefit taken in the tax return. These liabilities are adjusted, including any impact of the related interest and penalties, in light of changing facts and circumstances such as the progress of a tax audit. A number of years may elapse before a particular matter for which a reserve has been established is audited and finally resolved. The number of years with open tax audits varies depending on the tax jurisdiction.

The Company assesses whether a valuation allowance should be established against its deferred income tax assets based on consideration of available evidence, both positive and negative, using a more likely than not standard. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecast of future profitability, the duration of statutory carry back and carry forward periods, the Company’s experience with tax attributes expiring unused, and tax planning alternatives.

Assessing the future tax consequences of events that have been recognized in the Company’s Consolidated Financial Statements or tax returns requires judgment. The Company believes that income taxes include critical accounting estimates because variations in the actual outcome of these future tax consequences could materially impact the Company’s financial position, results of operations or cash flows.

## Market risk

As filed, 4,400 characters.

### Market Risk Disclosures

The following information, together with information included in other parts of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, describes the key aspects of certain financial instruments that have market risk to the Company.

Macroeconomic conditions, including inflation and changes in interest rates; geopolitical uncertainty and related market volatility; adverse market conditions, including disruptions in cryptocurrency markets; and natural disasters, public health events, or other catastrophic occurrences may adversely affect the Company’s revenue, operating results, cash flows, and stock price.

### Investment Management and Administrative Services Fees

Revenues are generally based upon a percentage of assets under management in accordance with contractual agreements. Accordingly, fluctuations in the financial markets have a direct effect on the Company’s operating results. Certain assets under management also have exposure to international markets and natural resource sectors, which may experience volatility. In addition, fluctuations in interest rates may affect the value of assets under management in fixed income funds.

### Corporate Investments

The Company’s Consolidated Balance Sheets include assets whose fair values are subject to market risk. The market risks are primarily associated with equity prices and foreign currency exchange rates. The fair values of corporate investments with exposure to the cryptocurrency industry are subject to considerable volatility.

The Company’s investment activities are reviewed and monitored by Company compliance personnel, and various reports are provided to certain investment advisory clients. Written procedures are in place to manage compliance with the code of ethics and other policies affecting the Company’s investment practices.

### Equity Price Risk

Due to the Company’s investments in securities carried at fair value, equity price fluctuations represent a market risk factor affecting the Company’s consolidated financial position. The carrying values of investments subject to equity price risks are based on quoted market prices or, if not actively traded, management’s estimate of fair value as of the balance sheet date. Market prices fluctuate, and the amount realized in the subsequent sale of an investment may differ significantly from the reported fair value.

The following table summarizes the Company’s equity price risks in securities carried at fair value as of June 30, 2026, and shows the effects of a hypothetical 25 percent increase and a 25 percent decrease in market prices.

*(dollars in thousands)*

|  | Fair Value at June 30, 2026 | Hypothetical Percentage Change | Estimated Fair Value After Hypothetical Price Change | Estimated Increase (Decrease) in Net Income (Loss) 1 |
| --- | ---: | --- | ---: | ---: |
| Equity securities at fair value | $11,744 | 25% increase | $14,680 | $2,319 |
|  |  | 25% decrease | $8,808 | $(2,319) |

*1. Realized gains and losses and changes in unrealized gains and losses on equity securities at fair value are included in earnings in the Consolidated Statements of Operations. The estimated increase (decrease) is after income taxes at the statutory rate in effect as of the balance sheet date.*

The selected hypothetical changes do not reflect what could be considered best- or worst-case scenarios. Results could be significantly different due to both the nature of markets and the concentration of the Company’s investment portfolio.

### Interest Rate Risk

The Company is exposed to interest rate risk through its cash equivalents and investment portfolio. Changes in interest rates may affect both the fair value of certain investments and the interest income earned on cash, cash equivalents, and other interest-bearing investments. As a result, fluctuations in interest rates could impact the Company's consolidated financial position and results of operations.

### Foreign Currency Risk

A portion of cash and certain corporate investments are denominated in foreign currencies. Adverse changes in foreign currency exchange rates may reduce the value of those assets. In addition, certain assets under management have exposure to foreign currency fluctuations in various markets, which may adversely impact their valuation and, consequently, the revenue received by the Company.

## Controls and procedures

As filed, 6,324 characters.

***Evaluation of Disclosure Controls and Procedures.*** Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is: (1) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms; and (2) accumulated and communicated to management, including the principal executive and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. An evaluation was conducted under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2026. Based on that evaluation, and because of the material weakness in internal control over financial reporting described below, the CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2026.

***Management’s Report on Internal Control over Financial Reporting.*** The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s 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.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of its internal control over financial reporting as of June 30, 2026. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on the Company’s assessment, and because of the material weakness described below, management concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2026.

***Material weakness over financial reporting review controls.*** Management identified a material weakness in internal control over financial reporting related to deficiencies in the design and operation of review controls over financial reporting workpapers, including the calculation of weighted-average shares used in computing basic and diluted earnings per share. The deficiency reflects that certain review controls were designed and documented at a high level and did not specify the procedures, scope, precision, or evidence necessary to consistently detect completeness errors, spreadsheet formula omissions, or other errors that could result in a material misstatement. The identified error originated in a spreadsheet-based weighted-average shares workpaper. However, the applicable control environment did not include sufficiently precise review procedures, independent recalculation, or spreadsheet integrity checks to prevent or detect the error on a timely basis. Accordingly, management concluded that the deficiency represents a material weakness as of June 30, 2026.

Management has begun evaluating remediation actions intended to strengthen review-control precision and spreadsheet controls across key financial reporting workpapers. Actions include implementing independent recalculation or re-performance procedures for high-risk calculations, adding spreadsheet integrity and completeness checks, and testing the design and operating effectiveness of enhanced controls over a sufficient period. As of the date of this report, the remediation plan had not been submitted to the Board of Directors for approval. The material weakness will not be considered remediated until the enhanced controls have been designed, implemented, and operated effectively for a sufficient period, and management has concluded, through testing, that the controls are operating effectively.

***Changes in Internal Control over Financial Reporting.*** Other than the ongoing evaluation of remediation actions for the material weakness over financial reporting review controls described above, there have not been any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the fourth quarter ended June 30, 2026, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

***Inherent Limitation of the Effectiveness of Internal Control.*** A control system, no matter how well conceived, implemented and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Limitations inherent in any control system include the following:

- Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes.
- Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override.
- The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
- Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures.
- The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.

Because of such inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company or any division of a company have been detected.

Filed Sep 3, 2026.
Source: SEC EDGAR, the filing index for accession 0001437749-26-029613. Last ingested by Listed: Nov 3, 2026, 19:00 ET. No prices; not investment advice.