Quarterly report
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FRMO Corp. OTC Markets Disclosure Statement as of August 31, 2025 Page 1 of 10 Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines FRMO CORP. A Delaware Corporation Principal Executive Offices and Principal Place of Business: 1 North Lexington Avenue, Suite 12C White Plains, NY 10601 _______________________________ 914-632-6730 www.frmocorp.com info@frmocorp.com SIC Code: 6719 – Holding Company Quarterly Report For the period ended August 31, 2025 (the “Reporting Period”) Outstanding Shares The number of shares outstanding of our Common Stock was: 44,022,781 as of August 31, 2025 [Current Reporting Period], 44,022,781 as of May 31, 2024 [Most Recent Completed Fiscal Year End] Shell Status Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934): Yes: ☐ No: ☒ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ☐ No: ☒ Change in Control Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period: Yes: ☐ No: ☒ 1) Name and address(es) of the issuer and its predecessors (if any) 1 “Change in Control” shall mean any events resulting in: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d -3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board occurring within a two (2) -year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolid ation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (eit her by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
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FRMO Corp. OTC Markets Disclosure Statement as of August 31, 2025 Page 2 of 10 FRMO Corp. FRMO Corp. is an active corporation incorporated in the state of Delaware in November 1993. The name of the Corporation was changed from FRM Nexus (a Delaware Corporation) to FRMO Corp. on November 29, 2000. Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception: None List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: None The address(es) of the issuer’s principal executive office: 1 North Lexington Avenue, Suite 12C White Plains, NY 10601 The address(es) of the issuer’s principal place of business: 1 North Lexington Avenue, Suite 12C White Plains, NY 10601 ☒ Check if principal executive office and principal place of business are the same address: Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years? No: ☒ Yes: ☐ If Yes, provide additional details below: 2) Security Information Transfer Agent Name: Broadridge Corporate Issuer Solutions, Inc. 1717 Arch Street, Suite 1300 Philadelphia, PA 19103 Phone: 800-733-1121 Email: Shareholder@Broadridge.com Publicly Quoted or Traded Securities: Trading symbol: FRMO Exact title and class of securities outstanding: Common Stock CUSIP: 30262F205 Par or stated value: $0.001 Total shares authorized: 90,000,000 as of date: August 31, 2025 Total shares outstanding: 44,022,781 as of date: August 31, 2025 Number of shares in the Public Float: 19,615,522 as of date: August 31, 2025 Total number of shareholders of record: 50 as of date: August 31, 2025
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FRMO Corp. OTC Markets Disclosure Statement as of August 31, 2025 Page 3 of 10 All additional class(es) of publicly quoted or traded securities (if any): Trading symbol: n/a Exact title and class of securities outstanding: Preferred Stock CUSIP: n/a Par or stated value: $0.001 Total shares authorized: 2,000,000 as of date: August 31, 2025 Total shares outstanding: None as of date: August 31, 2025 Total number of shareholders of record: None as of date: August 31, 2025 Other classes of authorized or outstanding equity securities: None Describe any material modifications to rights of holders of the company’s securities that have occurred over the reporting period covered by this report. None 3) Issuance History The goal of this section is to provide disclosure with respect to each event that resulted in any changes to the total shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent interim period. Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events. A. Changes to the Number of Outstanding Shares Indicate by check mark whether there were any changes to the number of outstanding shares within the past two completed fiscal years: No: ☐ Yes: ☒ (If yes, you must complete the table below)
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FRMO Corp. OTC Markets Disclosure Statement as of August 31, 2025 Page 4 of 10 Shares Outstanding as of Second Most Recent Fiscal Year End: Opening Balance Date: May 31, 2023 Common: 44,022,781 Preferred: None Date of Transaction Transaction type (e.g. new issuance, cancellation, shares returned to treasury) Number of Shares Issued (or cancelled) Class of Securities Value of shares issued ($/per share) at Issuance Were the shares issued at a discount to market price at the time of issuanc e? (Yes/No) Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed). Reason for share issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable) Restricted or Unrestricted as of this filing? Exemption or Registration Type? October 5, 2023 Option grant Option grant to purchase 3,000 shares of common stock, exercise price of $7.50 per share Common N/A N/A Option Granted to Jay Hirschson Director Compensation Options are unexercised. Will be restricted upon exercise. Registration of these Shares under the Securities Act of 1933, as amended, is not required pursuant to the exemption provided by Section 4(2) of the Act. October 5, 2023 Option grant Option grant to purchase 3,000 shares of common stock, exercise price of $7.50 per share Common N/A N/A Option Granted to Alice C. Brennan Director Compensation Options are unexercised. Will be restricted upon exercise. Registration of these Shares under the Securities Act of 1933, as amended, is not required pursuant to the exemption provided by Section 4(2) of the Act. October 5, 2023 Option grant Option grant to purchase 3,000 shares of common stock, exercise price of $7.50 per share Common N/A N/A Option Granted to Hebert M. Chain Director Compensation Options are unexercised. Will be restricted upon exercise. Registration of these Shares under the Securities Act of 1933, as amended, is not required pursuant to the exemption provided by Section 4(2) of the Act. October 5, 2023 Option grant Option grant to purchase 3,000 shares of common stock, exercise price of $7.50 per share Common N/A N/A Option Granted to Dov Glickman Director Compensation Options are unexercised. Will be restricted upon exercise. Registration of these Shares under the Securities Act of 1933, as amended, is not required pursuant to the exemption provided by Section 4(2) of the Act. October 10, 2024 Option grant Option grant to purchase 3,000 shares of common stock, exercise price of $8.55 per share Common N/A N/A Option Granted to Jay Hirschson Director Compensation Options are unexercised. Will be restricted upon exercise. Registration of these Shares under the Securities Act of 1933, as amended, is not required pursuant to the exemption provided by Section 4(2) of the Act. October 10, 2024 Option grant Option grant to purchase 3,000 shares of common stock, exercise price Common N/A N/A Option Granted to Alice C. Brennan Director Compensation Options are unexercised. Will be restricted upon exercise. Registration of these Shares under the Securities Act of 1933, as amended,
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FRMO Corp. OTC Markets Disclosure Statement as of August 31, 2025 Page 5 of 10 B. Promissory and Convertible Notes Indicate by check mark whether there are any outstanding promissory, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities: No: ☒ Yes: ☐ (If yes, you must complete the table below) 4) Issuer’s Business, Products and Services The purpose of this section is to provide a clear description of the issuer’s current operations. (Please ensure that these descriptions are updated on the Company’s Profile on www.otcmarkest.com ). A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”) The corporation is an intellectual capital firm identifying and managing investment strategies and business opportunities. B. List any subsidiaries, parent company, or affiliated companies. Fromex Equity Corp., a Delaware corporation, is a wholly owned subsidiary of FRMO Corp. C. Describe the issuers’ principal products or services. The interim condensed consolidated financial statements include the accounts of FRMO Corporation and its controlled subsidiar ies (collectively referred to as the "Company"). As of August 31, 2025 and May 31, 2025, the Company held a 21.80% and 21.82% equity interest in Horizon Kinetics Hard Assets LLC (“HKHA”), a company formed by Horizon Kinetics Holding Corporation (“HKHC”) or (“Horizon”) and certain officers, principal stockholders and directors of the Company. The Company owns 4.42% of HKHC and earns substantially all of its advisory fees from HKHC (see Note 4 – Investments, Investments under the Equity Method of Accounting). Due to the common control and ownership between HKHA and the Company’s principal stockholders and directors, HKHA has been consolidated within the Company’s financial statements. The noncontrolling interest of 78.20% and 78.18% in HKHA has been eliminated from results of operations for the periods ended August 31, 2025 and 2024. Total stockholders’ equity includes, as a separate item, the amount attributable to the noncontrolling interests. of $8.55 per share is not required pursuant to the exemption provided by Section 4(2) of the Act. October 10, 2024 Option grant Option grant to purchase 3,000 shares of common stock, exercise price of $8.55 per share Common N/A N/A Option Granted to Hebert M. Chain Director Compensation Options are unexercised. Will be restricted upon exercise. Registration of these Shares under the Securities Act of 1933, as amended, is not required pursuant to the exemption provided by Section 4(2) of the Act. October 10, 2024 Option grant Option grant to purchase 3,000 shares of common stock, exercise price of $8.55 per share Common N/A N/A Option Granted to Dov Glickman Director Compensation Options are unexercised. Will be restricted upon exercise. Registration of these Shares under the Securities Act of 1933, as amended, is not required pursuant to the exemption provided by Section 4(2) of the Act. Shares Outstanding Ending Balance on Date of This Report: Date: August 31, 2025 Common: 44,022,781 Preferred: None
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FRMO Corp. OTC Markets Disclosure Statement as of August 31, 2025 Page 6 of 10 D. Investment Concentration The following are the approximate amounts of the Company’s investments in equity securities and digital asset funds held dire ctly and indirectly, through its various investments in managed funds, amounting to greater than 10% of stockholders’ equity attributable to the Company (“Equity”). None of the Company’s other direct or indirect investments were greater than 10% of Equity as of August 31, 2025 and May 31, 2025. Investment Amount Percent of Equity Amount Percent of Equity Investment A 182,634,000$ 54.2% 217,782,000$ 61.7% Investment B 55,125,000$ 16.3% 53,327,000$ 15.1% As of August 31, 2025 (Unaudited) As of May 31, 2025 The following are the approximate amounts of investments included in the Company’s investments in equity securities, and investments in limited partnerships and other equity investments (together, “Investments”) held directly and indirectly, through its various investments in managed funds, amounting to greater than 10% of Investments. None of the Company’s other direct or indir ect investments were greater than 10% of Investments as of August 31, 2025 and May 31, 2025. Investment Amount Percent Amount Percent Investment A Equity securities 331,694,000$ 96.0% 395,807,000$ 96.9% Investments in limited partnerships and other equity investments 86,440,000$ 44.2% 103,059,000$ 51.1% Investment B Investments in limited partnerships and other equity investments 54,363,000$ 27.8% 52,571,000$ 26.1% As of August 31, 2025 (Unaudited) As of May 31, 2025 The following are the approximate amounts of investments included in the Company’s unrealized (losses) gains from equity securities amounting to greater than 10% of unrealized (losses) gains from equity securities. None of the Company’s other investments w ere greater than 10% of unrealized (losses) gains from equity securities for the three months ended August 31, 2025 and 2024. Investment Amount Percent of Unrealized Losses Amount Percent of Unrealized Gain s Investment A (64,152,000)$ 110.5% 87,849,000$ 99.3% Three Months Ended Three Months Ended August 31, 2025 August 31, 2024 (Unaudit ed) (Unaudit ed) (Unaudit ed) 5) Issuer’s Facilities Company leases fully furnished office space from Horizon Kinetics LLC at 1 North Lexington Avenue, Suite 12C, White Plains, New York 10601. The lease term is one year renewable for consecutive one-year periods until terminated. Company owns two (2) warehouses, approximately 30,000 square feet each, situated on 3.56 acres of land located in North Carolina. The buildings are subject to a first mortgage with a principal balance of $641,657 as of August 31, 2025.
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FRMO Corp. OTC Markets Disclosure Statement as of August 31, 2025 Page 7 of 10 6) Officers, Directors, and Control Persons 7) Legal/Disciplinary History A. Identify and provide a brief explanation as to whether any of the persons or entities listed above in Section 6 have, in the past 10 years: 1. Been the subject of an indictment or conviction in a criminal proceeding or plea agreement or named as a defendant in a pending criminal proceeding (excluding minor traffic violations); NONE 2. Been the subject of the entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, financial- or investment-related, insurance or banking activities; NONE 3. Been the subject of a finding, disciplinary order or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, a state securities regulator of a violation of federal or state securities or commodities law, or a foreign regulatory body or court, which finding or judgment has not been reversed, suspended, or vacated; NONE 4. Named as a defendant or a respondent in a regulatory complaint or proceeding that could result in a “yes” answer to part 3 above; or NONE Name of Beneficial Owner Shares Beneficially Owned or Controlled Approximate Percentage of Shares outstanding Murray Stahl (1) 8,023,313 18.2% Steven Bregman 5,958,329 13.5% John C. Meditz 5,738,351 13.0% Thomas C. Ewing 4,539,048 10.5% Peter B. Doyle 4,226,140 9.6% Lawrence J. Goldstein 1,865,632 4.2% Santa Monica Partners, L.P.(2) 1,012,757 2.3% Jay P. Hirschson 3,000 * Alice C. Brennan 5,000 * R. Rimmy Malhotra 6,150 * Melinda J. Newman 0 * Jay Kesslen 12,243 * Therese Byars 50,640 * Directors and executive officers as a group 31,440,603 71.4% * Less than 1% (2) Controlled by Mr. Goldstein (1) Includes approximately 857,300 shares held in pooled accounts controlled by Mr. Stahl. Mr. Stahl disclaims ownership over such shares except to the extent of his pecuniary interest.
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FRMO Corp. OTC Markets Disclosure Statement as of August 31, 2025 Page 8 of 10 5. Been the subject of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person’s involvement in any type of business or securities activities. NONE 6. Been the subject of a U.S Postal Service false representation order, or a temporary restraining order, or preliminary injunction with respect to conduct alleged to have violated the false representation statute that applies to U.S mail. NONE B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party to or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities. NONE 8) Third Party Service Providers Provide the name, address, telephone number and email address of each of the following outside providers. You may add additional space as needed. Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are needed to your public company profile, update your company profile. Securities Counsel (must include Counsel preparing Attorney Letters). Name: Morris Simkin Firm: Law Office of Morris Simkin Address 1: 5400 Broken Sound Blvd. NW, Apt. 431 Address 2: Boca Raton, FL 33487 Phone: (212) 455-0476 Email: msimkin@securitiesregslawyer.com Accountant or Auditor Name: John Basile, Engagement Partner Firm: Baker Tilly US, LLP (formerly known as Baker Tilly Virchow Krause, LLP) Address 1: 66 Hudson Blvd E, Suite 2200 Address 2: New York, NY 10001 Phone: (212) 697-6900 Email: John.Basile@bakertilly.com Investor Relations None All other means of Investor Communication: Twitter: n/a Discord: n/a LinkedIn n/a Facebook: n/a [Other ] n/a
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FRMO Corp. OTC Markets Disclosure Statement as of August 31, 2025 Page 9 of 10 Other Service Providers Provide the name of any other service provider(s) that that assisted, advised, prepared, or provided information with respect to this disclosure statement. This includes counsel, broker-dealer(s), advisor(s), consultant(s) or any entity/individual that provided assistance or services to the issuer during the reporting period. Name: n/a Firm: n/a Nature of Services: n/a Address 1: n/a Address 2: n/a Phone: n/a Email: n/a 9) Disclosure & Financial Information A. This Disclosure Statement was prepared by (name of individual): Name: Therese Byars Title: Corporate Secretary Relationship to Issuer: Officer B. The following financial statements were prepared in accordance with: ☐ IFRS ☒ U.S. GAAP C. The following financial statements were prepared by (name of individual): Name: Victor Brodsky Title: Accountant Relationship to Issuer: Consultant Describe the qualifications of the person or persons who prepared the financial statements :5 Certified Public Accountant, has prepared SEC filings for public companies including NASDAQ and OTC filers for over 40 year s. The financial statements listed in items 9Ca – 9Cf are appended to this Disclosure Statement.: a. Report of Independent Registered Public Accounting Firm b. Condensed Consolidated Balance Sheets c. Condensed Consolidated Statements of Income d. Condensed Consolidated Statements of Stockholders’ Equity e. Condensed Consolidated Statements of Cash Flows f. Notes to Condensed Consolidated Financial Statements 5 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS and by persons w ith sufficient financial skills.
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FRMO Corp. OTC Markets Disclosure Statement as of August 31, 2025 Page 10 of 10 10) Issuer Certification Principal Executive Officer: I, Murray Stahl certify that: 1. I have reviewed this Disclosure Statement for FRMO Corp; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations, and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 10/15/2025 /s/ Murray Stahl Principal Financial Officer: I, Steven Bregman certify that: 1. I have reviewed this Disclosure Statement for FRMO Corp.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations, and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 10/15/2025 /s/ Steven Bregman
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FRMO CORPORATION AND SUBSIDIARIES White Plains, New York INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Including Report of Independent Registered Public Accounting Firm As of August 31, 2025 (Unaudited) and May 31, 2025 and for the Three Months Ended August 31, 2025 and 2024 (Unaudited)
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FRMO CORPORATION AND SUBSIDIARIES TABLE OF CONTENTS As of August 31, 2025 (Unaudited) and May 31, 2025 and for the Three Months Ended August 31, 2025 and 2024 (Unaudited) Review Report of Independent Registered Public Accounting Firm Interim Condensed Consolidated Financial Statements 1 Condensed Consolidated Balance Sheets Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Stockholders' Equity Condensed Consolidated Statements of Cash Flows Notes to Condensed Consolidated Financial Statements 2 3 4 5 6 - 17
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Baker Tilly Advisory Group, LP and Baker Tilly US, LLP, trading as Baker Tilly, are members of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. Baker Tilly US, LLP is a licensed CPA firm that provides assurance services to its clients. Baker Tilly Advisory Group, LP and its subsidiary entities provide tax and consulting services to their clients and are not licensed CPA firms. 1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of FRMO Corporation and Subsidiaries Results of Review of Interim Financial Statements We have reviewed the accompanying interim condensed consolidated balance sheet of FRMO Corporation and Subsidiaries (the Company) as of August 31, 2025, and the related condensed consolidated statements of operations, stockholders' equity and cash flows for the three month periods ended August 31, 2025 and 2024 (collectively referred to as the "interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of the Company as of May 31, 2025, and the related consolidated statements of income, stockholders' equity and cash flows for the year then ended (not presented herein), and in our report dated August 14, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of May 31, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. Basis for Review Results These interim financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the relevant ethical requirements relating to our audit, which include standards of the American Institute of Certified Public Accountants (AICPA) Code of Professional Conduct. We conducted our reviews in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the PCAOB or in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. New York, New York October 15, 2025
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INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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August 31, May 31, 2025 2025 (Unaudited) Current Assets Cash and cash equivalents 45,021,066$ 43,863,721$ Accounts receivable (due from related parties) 1,041,168 1,041,870 Prepaid income taxes - 1,223,286 Equity securities, at fair value (cost of $95,287,799 and $95,731,117 at August 31, 2025 and May 31, 2025, respectively) 345,509,621 408,553,016 Digital assets, at fair value (cost of $4,302,464 and $4,282,088 at August 31, 2025 and May 31, 2025, respectively) 17,663,243 16,949,087 Other current assets 142,357 176,168 Total Current Assets 409,377,455 471,807,148 Digital mining assets, net of accumulated depreciation of $632,434 and $618.307 at August 31, 2025 and May 31, 2025, respectively) 999,366 1,013,492 Investments in limited partnerships and other equity investments at fair value (cost of $52,451,277 and $51,182,126 at August 31, 2025 and May 31, 2025, respectively) 195,385,460 201,528,629 Investments in Securities Exchanges 12,520,313 7,946,555 Other investments, at cost 688,308 469,430 Investment in Horizon Kinetics Holding Corporation 19,929,014 20,438,764 Horizon Kinetics Holding Corporation Royalty Participation 10,200,000 10,200,000 Total Assets 649,099,916$ 713,404,018$ Current Liabilities Accounts payable and accrued expenses 347,854$ 241,872$ Income taxes payable 926,832 - Current portion of mortgage note payable 26,135 25,643 Securities sold, not yet purchased (proceeds of $11,099,302 and $11,058,971 at August 31, 2025 and May 31, 2025, respectively) 941,036 1,307,495 Total Current Liabilities 2,241,857 1,575,010 Deferred tax liability 55,874,001 60,017,319 Mortgage note payable, net of current portion 615,522 622,147 Total Liabilities 58,731,380 62,214,476 Stockholders' Equity Stockholders' Equity Attributable to the Company 337,155,919 352,984,615 Noncontrolling interests 253,212,617 298,204,927 Total Stockholders' Equity 590,368,536 651,189,542 Total Liabilities and Stockholders' Equity 649,099,916$ 713,404,018$ LIABILITIES AND STOCKHOLDERS' EQUITY FRMO CORPORATION AND SUBSIDIARIE S CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS As of August 31, 2025 and May 31, 2025 See report of independent registered public accounting firm and notes to interim condensed consolidated financial statements. Page 2
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2025 2024 REVENUE Fees and other income 923,371$ 737,298$ Dividends and interest income, net 1,105,446 4,457,782 Net realized gains (losses) from investments 47,140 (475) Equity earnings from limited partnerships, limited liability companies and other equity investments 463,373 2,556,056 Unrealized (losses) gains from investments (7,484,486) 16,399,114 Total revenue before unrealized (losses) gains from equity securities and digital assets (4,945,156) 24,149,775 Unrealized (losses) gains from equity securities (58,061,183) 88,434,910 Unrealized gains (losses) from digital assets 693,781 (1,422,320) Total Revenue (62,312,558) 111,162,365 OPERATING EXPENSES General and administrative expenses 357,530 368,962 Depreciation 14,126 49,120 Total Expenses 371,656 418,082 (Loss) Income from Operations before Provision for Income Taxes (62,684,214) 110,744,283 (Benefit from) Provision for Income Taxes (1,763,541) 10,488,855 Net (Loss) Income (60,920,673) 100,255,428 Less net (loss) income attributable to noncontrolling interests (45,062,706) 65,768,677 Net (loss) income attributable to the Company (15,857,967)$ 34,486,751$ NET (LOSS) INCOME PER COMMON SHARE Basic and diluted (0.36)$ 0.78$ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic 44,022,781 44,022,781 Diluted 44,022,781 44,027,112 Three Months Ended August 31, (Unaudited) FRMO CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS See report of independent registered public accounting firm and notes to interim condensed consolidated financial statements. Page 3
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Stockholders' Equity Additional Attributable Non- Total Paid-In Retained to the Controlling Stockholders' Shares Amount Capital Earnings Company Interests Equity -$ BALANCE - June 1, 2024 44,022,781 44,022 42,050,118 200,042,552 242,136,692 161,145,225 403,281,917 Non-cash Compensation - - 25,800 - 25,800 - 25,800 Capital Accounts of Consolidated Limited Liability Company - - (81,353) - (81,353) - (81,353) Net income - - - 34,486,751 34,486,751 65,768,677 100,255,428 Capital contributed to consolidated subsidiary from noncontrolling interests - - - - - (335,340) (335,340) BALANCE - August, 31, 2024 44,022,781 44,022$ 41,994,565$ 234,529,303$ 276,567,890$ 226,578,562$ 503,146,452$ Stockholders' Equity Additional Attributable Non- Total Paid-In Retained to the Controlling Stockholders' Shares Amount Capital Earnings Company Interests Equity BALANCE - June 1, 2025 44,022,781 44,022$ 45,350,465$ 307,590,128$ 352,984,615$ 298,204,927$ 651,189,542$ Non-cash Compensation - - 25,800 - 25,800 - 25,800 Capital Accounts of Consolidated Limited Liability Company - - 3,471 - 3,471 - 3,471 Net loss - - - (15,857,967) (15,857,967) (45,062,706) (60,920,673) Capital contributed to consolidated subsidiary from noncontrolling interests - - - - - 70,396 70,396 BALANCE - August, 31, 2025 44,022,781 44,022$ 45,379,736$ 291,732,161$ 337,155,919$ 253,212,617$ 590,368,536$ Common Stock Common Stock FRMO CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY For the Three Months Ended August 31, 2025 and 2024 (Unaudited) See report of independent registered public accounting firm and notes to interim condensed consolidated financial statements. Page 4
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2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) income (60,920,673)$ 100,255,428$ Adjustments to reconcile net (loss) income to net cash flows from operating activities Non-cash compensation 25,800 25,800 Net realized (gains) losses from investments (47,140) 475 Equity earnings from limited partnerships, limited liability companies and other equity investments (463,373) (2,556,056) Unrealized losses (gains) from investments subject to fair value valuation 7,484,486 (16,399,114) Unrealized losses (gains) from equity securities 58,061,183 (88,434,910) Unrealized (gains) losses from digital assets (693,781) 1,422,320 Non-cash fee revenue (23,784) (31,085) Depreciation 14,126 49,120 Deferred income tax (benefit) expense (4,143,318) 8,662,092 Changes in operating assets and liabilities: Accounts receivable 702 (31,203) Prepaid income taxes and other current assets 1,232,097 640,623 Accounts payable and accrued expenses 105,982 33,825 Income taxes payable 926,832 589,832 Net Cash Flows from Operating Activities 1,559,139 4,227,147 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of investments 1,280,188 102,241 Purchases of investments (1,037,669) (194,538) Proceeds from sale of digital assets 3,449 - Proceeds from securities sold, not yet purchased 41,650 108,951 Purchases to cover securities previously sold (1,659) (4,421) Distributions from limited partnerships 16,722 187,908 Other investments (613,342) (312,061) Net proceeds from sale of digital mining assets - 19,774 Net Cash Flows used in Investing Activities (310,661) (92,146) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of other consolidated subsidiary equity (6,133) (7,995) Distributions to members of consolidated limited liability company 15,000 15,000 Other financing activities (100,000) (860,000) Net Cash Flows used in Financing Activities (91,133) (852,995) Net Change in Cash and Cash Equivalents 1,157,345 3,282,006 CASH AND CASH EQUIVALENTS, Beginning of Period 43,863,721 39,189,906 CASH AND CASH EQUIVALENTS, END OF PERIOD 45,021,066$ 42,471,912$ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for Income taxes 229,577$ 596,077$ Interest 32,794$ 18,715$ NONCASH INVESTING ACTIVITIES Investment acquired through the contribution of other investments 141,853$ 240,399$ FRMO CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS August 31, For the Three Months Ended August 31, 2025 and 2024 (Unaudited) See report of independent registered public accounting firm and notes to interim condensed consolidated financial statements. Page 5
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FRMO CORPORATION AND SUBSIDIARIES NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of August 31, 2025 (Unaudited) and May 31, 2025 and for the Three Months Ended August 31, 2025 and 2024 (Unaudited) Page 6 NOTE 1 - Nature of Business and Basis of Presentation The interim condensed consolidated financial statements include the accounts of FRMO Corporation and its controlled subsidiaries (collectively referred to as the "Company"). As of August 31, 2025 and May 31, 2025, the Company held a 21.80% and 21.82% equity interest in Horizon Kinetics Hard Assets LLC (“HKHA”), a company formed by Horizon Kinetics Holding Corporation (“HKHC”) or (“Horizon”) and certain officers, principal stockholders and directors of the Company. The Company owns 4.42% of HKHC and earns substantially all of its advisory fees from HKHC (see Note 4 – Investments, Investments under the Equity Method of Accounting). Due to the common control and ownership between HKHA and the Company’s principal stockholders and directors, HKHA has been consolidated within the Company’s financial statements. The noncontrolling interest of 78.20% and 78.18% in HKHA has been eliminated from results of operations for the periods ended August 31, 2025 and 2024. Total stockholders’ equity includes, as a separate item, the amount attributable to the noncontrolling interests. The Company maintains its corporate office in White Plains, New York. The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. The principles for interim condensed financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended May 31, 2025 and notes thereto. The accompanying interim condensed consolidated financial statements have not been audited by an independent registered pub lic accounting firm in accordance with standards of the Public Company Accounting Oversight Board (United States) but, in the opinion of management, such financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Company’s interim financial position and results of operations. The results of operations for the three months ended August 31, 2025 may not be indicative of the results that may be expected for the year ending May 31, 2026. NOTE 2 - Summary of Significant Accounting Policies Subsequent Events The Company has evaluated all subsequent events from the date of the interim condensed consolidated balance sheets through October 15, 2025, which represents the date these interim condensed consolidated financial statements are available to be issued. NOTE 3 - Adoption of New Accounting Pronouncements The Company has determined that no recently issued accounting pronouncements will have a material impact on its interim condensed consolidated financial position, results of operations and cash flows, or do not apply to its operations.
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FRMO CORPORATION AND SUBSIDIARIES NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of August 31, 2025 (Unaudited) and May 31, 2025 and for the Three Months Ended August 31, 2025 and 2024 (Unaudited) Page 7 NOTE 4 - Investments Limited Partnerships and Equity Investments The Company's investments in limited partnerships and equity investments consist of the following as of August 31, 2025 and May 31, 2025: Net Cost or Unrealized Fair (Proceeds) Gains Value Equity Securities 95,287,799$ 250,221,822$ 345,509,621$ Investments in limited partnerships and other equity investments: Limited partnerships Investment in South LaSalle Partners, LP 5,527,888$ 15,450,264$ 20,978,152$ Investments in managed funds Horizon Multi-Strategy Fund, LP 22,491,384 54,594,171 77,085,555 CDK Partners, LP 1,926,143 10,909,839 12,835,982 Polestar Fund, LP 17,490,593 54,530,166 72,020,759 Multi-Disciplinary Fund, LP 665,888 696,290 1,362,178 Kinetics Institutional Partners, LP 10,127 47,110 57,237 Shepherd I, LP 18,433 43,800 62,233 Other 41,409 861,264 902,673 Total investments in managed funds 42,643,977 121,682,640 164,326,617 Investment in Winland Holdings Corporation, 2,149,401 shares 4,279,412 5,801,279 10,080,691 Total investments in limited partnerships and other equity investments 52,451,277$ 142,934,183$ 195,385,460$ Securities sold, not yet purchased (liability) (11,099,302)$ 10,158,266$ (941,036)$ As of August 31, 2025 (Unaudited)
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FRMO CORPORATION AND SUBSIDIARIES NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of August 31, 2025 (Unaudited) and May 31, 2025 and for the Three Months Ended August 31, 2025 and 2024 (Unaudited) Page 8 Net Cost or Unrealized Fair (Proceeds) Gains Value Equity Securities 95,731,117$ 312,821,899$ 408,553,016$ Investments in limited partnerships and other equity investments: Limited partnerships Investment in South LaSalle Partners, LP 5,530,799$ 9,062,614$ 14,593,413$ Investments in managed funds Horizon Multi-Strategy Fund, LP 21,927,187 59,830,537 81,757,724 CDK Partners, LP 1,919,369 11,588,689 13,508,058 Polestar Fund, LP 17,409,893 62,372,706 79,782,599 Multi-Disciplinary Fund, LP 661,479 748,015 1,409,494 Kinetics Institutional Partners, LP 10,049 52,695 62,744 Shepherd I, LP 16,368 49,867 66,235 Other 40,912 856,544 897,456 Total investments in managed funds 41,985,257 135,499,053 177,484,310 Investment in Winland Holdings Corporation, 2,010,831 shares 3,666,070 5,784,836 9,450,906 Total investments in limited partnerships and other equity investments 51,182,126$ 150,346,503$ 201,528,629$ Securities sold, not yet purchased (liability) (11,058,971)$ 9,751,476$ (1,307,495)$ As of May 31, 2025 Investments in Unconsolidated Entities Investment in Securities Exchanges Investments in securities exchanges consist of the following as of August 31, 2025 and May 31, 2025: August 31, May 31, 2025 2025 (Unaudited) Miami International Holdings, Inc., at fair value (cost of $4,322,905 at August 31, 2025 and May 31, 2025) 12,277,273$ 7,703,515$ CNSX Markets, Inc. 243,040 243,040 Total securities exchanges 12,520,313$ 7,946,555$ The Company elected to account for its investment in Miami International Holdings, Inc. (“MIH”) under the fair value method of accounting. On August 15, 2025, MIH completed an initial public offering (“the IPO”). All shareholders of MIH prior to the IPO (including the Company) were required to enter into lockup agreements that restrict sales for a period of six months following the IPO.
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FRMO CORPORATION AND SUBSIDIARIES NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of August 31, 2025 (Unaudited) and May 31, 2025 and for the Three Months Ended August 31, 2025 and 2024 (Unaudited) Page 9 The Company holds less than a 2.00% interest in CNSX Markets, Inc., which is carried at cost. Other Investments The following are the Company's other investments as of August 31, 2025 and May 31, 2025: August 31, May 31, 2025 2025 (Unaudited) Digital Asset Mining Entity: Consensus Mining and Seigniorage Corporation, at fair value as of August 31, 2025(1) (cost of $393,169 at August 31, 2025 and May 31, 2025) 612,047$ 393,169$ Digital Currency Group, Inc. 76,261 76,261 Total other investments 688,308$ 469,430$ (1) On May 13,2025, Consensus Mining and Seigniorage Corporation (“CMSC”) was qualified to trade on the OTC Markets. (“OTCQX”), and on July 28,2025, CMSC began trading on the OTCQX. As of July 28, 2025, the Company elected to account for its investment in CMSC under the fair value method of accounting. The Company holds a less than a 1.00% interest in each of these other investments. Digital Currency Group is carried at cost. Investments under the Equity Method of Accounting Due to the common management with HKHC, the Company’s investment in HKHC is accounted for under the equity method of accounting. Income (loss) from HKHC is recorded quarterly on a calendar year basis. This investment has been reviewed for impairment with none being noted.
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FRMO CORPORATION AND SUBSIDIARIES NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of August 31, 2025 (Unaudited) and May 31, 2025 and for the Three Months Ended August 31, 2025 and 2024 (Unaudited) Page 10 Concentration The following are the approximate amounts of the Company’s investments in equity securities and digital asset funds held directly and indirectly, through its various investments in managed funds, amounting to greater than 10% of stockholders’ equity attributable to the Company (“Equity”). None of the Company’s other direct or indirect investments were greater than 10% of Equity as of August 31, 2025 and May 31, 2025. Investment Amount Percent of Equity Amount Percent of Equity Investment A 182,634,000$ 54.2% 217,782,000$ 61.7% Investment B 55,125,000$ 16.3% 53,327,000$ 15.1% As of August 31, 2025 (Unaudited) As of May 31, 2025 The following are the approximate amounts of investments included in the Company’s investments in equity securities, and investments in limited partnerships and other equity investments (together, “Investments”) held directly and indirectly, through its various investments in managed funds, amounting to greater than 10% of Investments. None of the Company’s other direct or indirect investments were greater than 10% of Investments as of August 31, 2025 and May 31, 2025. Investment Amount Percent Amount Percent Investment A Equity securities 331,694,000$ 96.0% 395,807,000$ 96.9% Investments in limited partnerships and other equity investments 86,440,000$ 44.2% 103,059,000$ 51.1% Investment B Investments in limited partnerships and other equity investments 54,363,000$ 27.8% 52,571,000$ 26.1% As of August 31, 2025 (Unaudited) As of May 31, 2025 The following are the approximate amounts of investments included in the Company’s unrealized (losses) gains from equity securities amounting to greater than 10% of unrealized (losses) gains from equity securities. None of the Company’s other investments were greater than 10% of unrealized (losses) gains from equity securities for the three months ended August 31, 2025 and 2024. Investment Amount Percent of Unrealized Losses Amount Percent of Unrealized Gains Investment A (64,152,000)$ 110.5% 87,849,000$ 99.3% Three Months Ended Three Months Ended August 31, 2025 August 31, 2024 (Unaudited) (Unaudited) (Unaudited)
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FRMO CORPORATION AND SUBSIDIARIES NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of August 31, 2025 (Unaudited) and May 31, 2025 and for the Three Months Ended August 31, 2025 and 2024 (Unaudited) Page 11 NOTE 5 – Digital Assets The Company's holdings in digital assets consist of the following as of August 31, 2025 and May 31, 2025: Net Unrealized Fair Units Cost Gains Value Digital asets held Bitcoin 159.1 3,997,299$ 13,228,544$ 17,225,843$ Other digital assets 305,165 132,235 437,400 Total 4,302,464$ 13,360,779$ 17,663,243$ Net Unrealized Fair Units Cost Gains Value Digital asets held Bitcoin 159.0 3,977,424$ 12,656,634$ 16,634,058$ Other digital assets 304,664 10,365 315,029 Total 4,282,088$ 12,666,999$ 16,949,087$ As of August 31, 2025 (Unaudited) As of May 31, 2025 NOTE 6 - Fair Value Measurements The following tables present information about the Company's assets and liabilities that are measured at fair value on a recurring basis as of August 31, 2025 and May 31, 2025, and indicates the fair value hierarchy the Company utilized to determine such fair values. In accordance with ASC Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets. In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has elected the fair value option for its investments on an investment-by-investment basis at the time each investment is initially recognized in the financial statements or upon an event that gives rise to a new basis of accounting for these items. The Company has elected the fair value option for its investment in Winland Holdings Corporation.
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FRMO CORPORATION AND SUBSIDIARIES NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of August 31, 2025 (Unaudited) and May 31, 2025 and for the Three Months Ended August 31, 2025 and 2024 (Unaudited) Page 12 Quoted Prices Investments in Active Significant Measured Markets Other Significant at for Identical Observable Unobservable Net Asset Assets Inputs Inputs Total Value (Level 1) (Level 2) (Level 3) Assets (at fair value): Money Market Mutual Funds included in Cash and Cash Equivalents $ 44,182,771 $ - $ 44,182,771 $ - $ - Other Investments: Equity Securities $ 345,509,621 $ - $ 345,509,621 $ - $ - Digital Assets 17,663,243 - 17,663,243 - - Investment in Limited Partnerships and other Equity Investments 195,385,460 185,304,769 - 10,080,691 - Total Other Investments $ 558,558,324 $ 185,304,769 $ 363,172,864 $ 10,080,691 $ - Liabilities (at fair value): Common Stocks $ 941,036 $ - $ 941,036 $ - $ - As of August 31, 2025 (Unaudited) Fair Value Measurements at Reporting Date Using
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FRMO CORPORATION AND SUBSIDIARIES NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of August 31, 2025 (Unaudited) and May 31, 2025 and for the Three Months Ended August 31, 2025 and 2024 (Unaudited) Page 13 Quoted Prices Investments in Active Significant Measured Markets Other Significant at for Identical Observable Unobservable Net Asset Assets Inputs Inputs Total Value (Level 1) (Level 2) (Level 3) Assets (at fair value): Money Market Mutual Funds included in Cash and Cash Equivalents $ 43,513,703 $ - $ 43,513,703 $ - $ - Other Investments: Equity Securities $ 408,553,016 $ - $ 408,553,016 $ - $ - Digital Assets 16,949,087 - 16,949,087 - - Investment in Limited Partnerships and other Equity Investments 201,528,629 192,077,723 - 9,450,906 - Total Other Investments $ 627,030,732 $ 192,077,723 $ 425,502,103 $ 9,450,906 $ - Liabilities (at fair value): Common Stocks $ 1,307,495 $ - $ 1,307,495 $ - $ - As of May 31, 2025 Fair Value Measurements at Reporting Date Using NOTE 7 - Income Taxes The Company files a consolidated federal income tax return and a combined state/city tax return with its wholly - owned subsidiary, Fromex Equities Corp. HKHA, which is included in consolidated net income (loss) before taxes, is a pass-through entity subject to K-1 reporting and is not included in the Company’s consolidated income tax return. Pass-through income allocated to the Company is based on the Company’s ownership percentage as of August 31, 2025 and May 31, 2025, which was 21.80% and 21.82%, respectively. Income tax attributable to the remaining noncontrolling interest of 78.20% and 78.18% represents a permanent difference related to “consolidation of noncontrolling interests” in the reconciliation table below of federal statutory rate to effective tax rate. The Company records adjustments related to prior years’ taxes during the period when they are identified, generally when the tax returns are filed. The effect of these adjustments on the current and prior periods (during which the differences originated) is evaluated based upon quantitative and qualitative factors and are considered in relation to the interim condensed consolidated financial statements taken as a whole for the respective periods.
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FRMO CORPORATION AND SUBSIDIARIES NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of August 31, 2025 (Unaudited) and May 31, 2025 and for the Three Months Ended August 31, 2025 and 2024 (Unaudited) Page 14 The (benefit from) provision for income taxes is comprised of the following: 2025 2024 Current Federal 1,266,156$ 945,693$ State and City 1,113,621 881,069 Total Current 2,379,777 1,826,762 Deferred Federal (4,143,318) 8,662,093 State and City - - Total Deferred (4,143,318) 8,662,093 Total (Benefit from) Provision for Income Taxes (1,763,541)$ 10,488,855$ Three Months Ended August 31, (Unaudited) The (benefit from) provision for income taxes includes estimated amounts for income and loss items derived from pass through entities. The actual amounts are determined upon completion of the Company’s tax return and may differ from the amounts presented above due to the variable nature of these items. Deferred tax assets and liabilities are determined using the enacted tax rates applicable to the period the temporary differences are expected to be recovered. The net deferred income taxes on the balance sheets reflect temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and income tax purposes, tax effected at a various rates depending on whether the temporary differences are subject to federal taxes, state and city taxes, or both. The tax effects of temporary differences which give rise to the deferred tax liability consist of the following as of August 31, 2025 and May 31, 2025: August 31, May 31, 2025 2025 (Unaudited) Investments in limited partnerships 160,425$ 103,479$ Investment in unconsolidated limited liability companies 913,145 1,020,192 Deferral of gain from like-kind exchange 3,402,746 3,402,746 Unrealized gain from equity securities, digital assets and investments in managed funds 51,397,685 55,490,902 Net Deferred Tax Liability 55,874,001$ 60,017,319$
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FRMO CORPORATION AND SUBSIDIARIES NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of August 31, 2025 (Unaudited) and May 31, 2025 and for the Three Months Ended August 31, 2025 and 2024 (Unaudited) Page 15 A reconciliation of the federal statutory rate to the effective tax rate is as follows for the three months ended August 31, 2025 and 2024: Income before taxes (62,684,214)$ 100.0% 110,744,283$ 100.0% Computed expected tax expense (13,163,685)$ 21.0% 23,256,299$ 21.0% State and City taxes, net of federal benefit 879,761 -1.4% 696,045 0.6% Permanent differences 1,066,933 -1.7% 327,045 0.3% Other 83 0.0% 231 0.0% Provision for income taxes before consolidation of noncontrolling interests (11,216,908) 17.9% 24,279,620 21.9% Permanent differences related to consolidation of non controlling interests 9,453,367 -15.1% (13,790,765) -12.5% Total provision for income taxes (1,763,541)$ 2.8% 10,488,855$ 9.5% Three Months Ended August 31, 2025 2024 (Unaudited) (Unaudited) NOTE 8 – Mortgage Payable On November 8, 2019, the Company acquired a building located in North Carolina to be used in certain business operations for $1,050,000. The building was purchased subject to an $800,000 mortgage with a 3.9% interest rate and a balloon payment of $655,255 due on the maturity date of November 6, 2024. The mortgage was extended through November 6, 2029 with a 7.45% interest rate and a balloon payment of $522,374 due on the maturity date. The mortgage is also collateralized by an assignment of all rents received from the building. The building is currently rented to a related party, subject to a lease-free month to month rental of $11,450 per month. The following table presents contractual payments of the Company’s obligation under this mortgage as of August 31, 2025: For the Period Ending May 31, Total (Unaudited) 2026 (Remainder of fiscal year) 19,510$ 2027 27,649 2028 29,691 2029 32,133 2030 532,674 Total 641,657$
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FRMO CORPORATION AND SUBSIDIARIES NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of August 31, 2025 (Unaudited) and May 31, 2025 and for the Three Months Ended August 31, 2025 and 2024 (Unaudited) Page 16 NOTE 9 – Net (Loss) Income Per Common Share and Per Common Share Equivalent Basic and diluted (loss) earnings per common share is calculated by dividing net (loss) income allocated to common stock by the weighted average common shares outstanding during the period. The weighted average number of shares of common stock used in the calculation of diluted earnings per share is adjusted for the dilutive effects of potential common shares including the assumed exercise of vested stock options based on the treasury stock method. Assumed exercise or conversion of potential common shares is only when the weighted average market price for the period exceeds the exercise price and the conversion price, and that the entity records earnings from continuing operations, as the inclusion of such adjustments would otherwise be anti-dilutive to earnings per share from continuing operations. Potential common shares consist of unexercised stock options of 73,000 and 69,000 for the three months ended August 31, 2025 and 2024, respectively. As of August 31, 2025 and May 31, 2025 there were 25,000 and 24,000 vested options, respectively, with an exercise price below the weighted average market price of the Company’s common stock during the period. The reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings per common share follows for the three months ended August 31, 2025: 2025 2024 Weighted Average Common Shares outstanding 44,022,781 44,022,781 Effect of Dilutive Securities, common share Exercise of stock options - 4,331 Dilutive Potential Common Share Equivalents 44,022,781 44,027,112 Three Months Ended August 31, (Unaudited)
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FRMO CORPORATION AND SUBSIDIARIES NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of August 31, 2025 (Unaudited) and May 31, 2025 and for the Three Months Ended August 31, 2025 and 2024 (Unaudited) Page 17 NOTE 10 - Stockholders' Equity Redeemable Preferred Stock The number of authorized Series R preferred shares is 5,000 with a par value of $.001 per share. These shares are each convertible to 1,000 shares of the Company's common stock at the option of either the Company or the holder. There were no shares of preferred stock outstanding as of August 31, 2025 and May 31, 2025. Stock Options A summary of option activity as of August 31, 2025, and changes during the three months then ended, is as follows: Stock Options (Unaudited) Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at June 1, 2025 73,000 $ 8.12 3.75 $ 52,440 Granted - $ - - $ - Exercised - $ - - $ - Expired - $ - - $ - Outstanding at August 31, 2025 73,000 $ 8.12 3.50 $ 68,040 Vested and Exercisable at August 31, 2025 73,000 $ 8.12 3.50 $ 68,040 All stock options were vested as of August 31, 2025 and May 31, 2025. The aggregate intrinsic value of options outstanding and options exercisable at August 31, 2025 and May 31, 2025 is calculated as the difference between the exercise price of the underlying options and the market price of FRMO's common stock for the shares that had exercise prices that were lower than the $8.77 and $8.41 closing price of FRMO's common stock on August 31, 2025 and May 31, 2025, respectively. As of August 31, 2025, there was no unrecognized compensation cost related to unvested options.