NOTE 12 – COMMITMENTS AND CONTINGENCIES

Litigation and Other Loss Contingencies

The Company is subject to legal proceedings, claims, regulatory inquiries, and contingencies that arise in the ordinary course of business. The Company accrues a liability for such matters when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. As of June 30, 2026, the Company has not recorded any liabilities for loss contingencies, as management believes that any such matters are either not probable or not reasonably estimable.

Certain commitments, contractual arrangements, and contingent obligations are described in the Company’s audited Consolidated Financial Statements for the year ended December 31, 2025 included in the Company’s Annual Report. Except as described below, there have been no material changes to the matters previously disclosed in the Annual Report.

Value Added Tax Matters

The Company, through its United Kingdom subsidiary, is registered for Value Added Tax (“VAT”) under the accrual accounting scheme. Under this scheme, VAT output tax becomes due when invoices are issued, irrespective of cash settlement. Management has identified that the settlement of certain existing liabilities could give rise to an obligation to remit additional VAT to HM Revenue & Customs in respect of VAT that has already been invoiced or collected.

As of June 30, 2026, the ultimate amount of any such payment cannot be reliably estimated and the likelihood of settlement remains uncertain. Accordingly, no provision has been recognized in the accompanying Condensed Consolidated Financial Statements. The Company will continue to monitor this matter and will recognize a liability or provide additional disclosures if and when a loss becomes probable and reasonably estimable.

Legal Proceedings and Settlements

As previously disclosed in the Company’s Annual Report, the Company has resolved certain litigation and other legal disputes through settlement agreements entered into during 2025. All material obligations under those settlement agreements have been satisfied, and there were no material developments related to such matters during the six months ended June 30, 2026. Accordingly, no additional accruals or disclosures are required as of June 30, 2026.

Indemnification and Employment-Related Commitments

The Company has entered into indemnification agreements with its directors and officers and employment and separation agreements with certain current and former executives, as described in the Company’s Annual Report. These arrangements include customary indemnification, severance, and compensation provisions.

There have been no material modifications to these arrangements and no new material commitments entered into during the six months ended June 30, 2026 that would require additional disclosure.

Zippy Make Whole Obligation

As of June 30, 2026, the estimated fair value of the Company’s make whole obligation related to its investment in Zippy was approximately $4.3 million and was recorded in “Accrued expenses” on the Condensed Consolidated Balance Sheets. For additional information regarding the Company’s investment in Zippy and the related make whole obligation, see Note 4 – Investments and Note 7 – Accrued Expenses.

Termination of Asset Management Agreement

On May 29, 2026 (the “Termination Date”), the Company and Electric Treasury Edge, LLC (the “Asset Manager”) mutually agreed to terminate, without cause, the Amended and Restated Asset Management Agreement dated September 5, 2025 (the “Asset Management Agreement”), pursuant to which the Asset Manager had managed and monitored a portion of the Company’s digital assets, including its ETH, staking rewards, and stablecoins. The termination followed the Company’s change in its ETH deployment strategy and the disposition of substantially all of its ETH.

In connection with the termination, the Company paid the Asset Manager all outstanding management fees and expenses due as of the Termination Date, together with an agreed portion of the liquidated damages specified in the Asset Management Agreement, which fully discharged the Asset Manager’s ongoing duties and obligations. The Company paid $1.5 million in June 2026 in full satisfaction of these amounts. Following the Termination Date, the Asset Manager has no further responsibilities with respect to the management or monitoring of the Company’s digital assets. The Company’s indemnification obligations with respect to third-party claims survive the termination in accordance with the terms of the Asset Management Agreement.