1847 Holdings LLC (Form: 10-Q, Received: 08/14/2025 17:26:26)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 001-41368

1847 HOLDINGS LLC

(Exact name of registrant as specified in its charter)

Delaware		38-3922937
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

260 Madison Avenue, 8th Floor, New York, NY		10016
(Address of principal executive offices)		(Zip Code)

(212) 417-9800

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares		EFSH		N/A⁽¹⁾

(1)

On July 9, 2025, NYSE American LLC filed a Form 25 with the U.S. Securities and Exchange Commission to delist the common shares from NYSE American LLC. The deregistration of the common shares under Section 12(b) of the Act will be effective 90 days, or such shorter period as the U.S. Securities and Exchange Commission may determine, after filing of the Form 25.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐		Accelerated filer ☐
	Non-accelerated filer ☒		Smaller reporting company ☒
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 13, 2025, there were 38,152,300 common shares of the registrant issued and outstanding.

1847 HOLDINGS LLC

Quarterly Report on Form 10-Q

Period Ended June 30, 2025

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	37

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

1847 HOLDINGS LLC

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page
Financial Statements (UNAUDITED)
Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024		2
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024		3
Condensed Consolidated Statements of Shareholders’ Deficit for the Three and Six Months Ended June 30, 2025 and 2024		4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024		6
Notes to Condensed Consolidated Financial Statements		7

1847 HOLDINGS LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2025			December 31, 2024
	(UNAUDITED)
ASSETS
Current Assets
Cash and cash equivalents	$	1,033,578		$	2,457,086
Restricted cash		500,929			1,358,968
Accounts receivable, net		9,159,479			5,361,405
Contract assets		2,582,743			1,892,532
Inventories, net		11,830			18,530
Prepaid expenses and other current assets		637,718			478,386
Assets held for sale		901,347			1,063,586
Total Current Assets		14,827,624			12,630,493

Property and equipment, net		968,504			1,115,208
Operating lease right-of-use assets		1,659,413			1,964,276
Long-term deposits		40,099			34,499
Intangible assets, net		12,040,780			12,524,346
Goodwill		5,309,876			5,309,876
Non-current assets held for sale		-			69,040
TOTAL ASSETS	$	34,846,296		$	33,647,738

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued expenses	$	11,828,446		$	5,853,307
Contract liabilities		1,032,727			1,199,587
Current portion of operating lease liabilities		470,728			543,809
Current portion of finance lease liabilities		187,201			182,043
Current portion of notes payable, net		7,422,716			7,785,911
Current portion of convertible notes payable, net		22,467,583			22,089,149
Current portion of related party note payable		616,883			578,290
Derivative liabilities		-			185,000
Warrant liabilities		57,860,005			85,779,788
Liabilities held for sale		284,497			361,368
Total Current Liabilities		102,170,786			124,558,252

Operating lease liabilities, net of current portion		1,354,930			1,473,795
Finance lease liabilities, net of current portion		328,290			423,198
Notes payable, net of current portion		-			8,530
Related party note payable, net of current portion		950,738			-
Deferred tax liabilities, net		3,144,000			3,650,000
TOTAL LIABILITIES		107,948,744			130,113,775

Shareholders’ Deficit
Series A senior convertible preferred shares, no par value, 4,450,460 shares designated; 50,592 shares issued and outstanding as of June 30, 2025 and December 31, 2024		39,877			39,877
Series C senior convertible preferred shares, no par value, 83,603 shares designated; 83,603 shares issued and outstanding as of June 30, 2025 and December 31, 2024		403,470			403,470
Series D senior convertible preferred shares, no par value, 7,292,036 shares designated; 6,293,022 shares issued and outstanding as of June 30, 2025 and December 31, 2024		600,100			600,100
Series F convertible preferred shares, no par value, 1,027 shares designated; 1,027 and 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		1,138,332			-
Allocation shares, 1,000 shares authorized; 1,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024		1,000			1,000
Common shares, $0.001 par value, 2,000,000,000 shares authorized; 32,303,735 and 25,400,386 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		32,304			25,400
Additional paid-in capital		79,653,479			79,403,793
Accumulated deficit		(153,043,564	)		(175,096,154	)
TOTAL 1847 HOLDINGS SHAREHOLDERS’ DEFICIT		(71,175,002	)		(94,622,514	)
NON-CONTROLLING INTERESTS		(1,927,446	)		(1,843,523	)
TOTAL SHAREHOLDERS’ DEFICIT		(73,102,448	)		(96,466,037	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	34,846,296		$	33,647,738

The accompanying notes are an integral part of these condensed consolidated financial statements.

1847 HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Revenues	$	12,806,457		$	2,665,805		$	22,889,929		$	4,750,259

Operating Expenses
Cost of revenues		6,125,355			1,476,547			11,000,345			2,659,246
Personnel		1,995,320			1,089,039			3,743,560			1,999,630
Depreciation and amortization		352,055			168,072			703,445			340,182
General and administrative		1,072,720			502,183			2,181,632			944,081
Professional fees		674,994			1,094,000			2,773,556			3,639,189
Loss on abandonment of right-of-use asset		112,705			-			112,705			-
Total Operating Expenses		10,333,149			4,329,841			20,515,243			9,582,328

INCOME (LOSS) FROM OPERATIONS		2,473,308			(1,664,036	)		2,374,686			(4,832,069	)

Other Income (Expense)
Other income		9,595			4,271			10,322			7,609
Gain on disposal of property and equipment		(2,858	)		-			50,696			-
Interest expense		(1,052,848	)		(898,747	)		(2,176,424	)		(1,900,517	)
Amortization of debt discounts		(472,680	)		(2,288,681	)		(937,730	)		(5,880,788	)
Loss on extinguishment of debt		(708,218	)		(778,875	)		(3,009,416	)		(1,200,750	)
Gain (loss) on change in fair value of derivative liabilities		220,000			(1,290,563	)		185,000			(1,903,025	)
Gain on change in fair value of warrant liabilities		24,053,885			3,661,800			27,723,683			1,759,600
Total Other Income (Expense)		22,046,876			(1,590,795	)		21,846,131			(9,117,871	)

NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		24,520,184			(3,254,831	)		24,220,817			(13,949,940	)
Income tax benefit (provision)		(840,000	)		308,000			(768,000	)		397,000
NET INCOME (LOSS) FROM CONTINUING OPERATIONS	$	23,680,184		$	(2,946,831	)	$	23,452,817		$	(13,552,940	)
Net loss from discontinued operations		(289,252	)		(1,959,981	)		(477,838	)		(2,773,028	)
Gain (loss) on disposition of subsidiaries		(858,039	)		-			(858,039	)		1,060,095
NET LOSS FROM DISCONTINUED OPERATIONS		(1,147,291	)		(1,959,981	)		(1,335,877	)		(1,712,933	)
NET INCOME (LOSS)	$	22,532,893		$	(4,906,812	)	$	22,116,940		$	(15,265,873	)

NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS FROM CONTINUING OPERATIONS		49,377			47,285			48,085			84,945
NET (INCOME) LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS FROM DISCONTINUED OPERATIONS		21,694			(15,702	)		35,838			(94,814	)
NET INCOME (LOSS) ATTRIBUTABLE TO 1847 HOLDINGS	$	22,603,964		$	(4,875,229	)	$	22,200,863		$	(15,275,742	)

NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO 1847 HOLDINGS		23,729,561			(2,899,546	)		23,500,902			(13,467,995	)
NET LOSS FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO 1847 HOLDINGS		(1,125,597	)		(1,975,683	)		(1,300,039	)		(1,807,747	)
NET INCOME (LOSS) ATTRIBUTABLE TO 1847 HOLDINGS	$	22,603,964		$	(4,875,229	)	$	22,200,863		$	(15,275,742	)

PREFERRED SHARE DIVIDENDS		(74,547	)		(8,318	)		(148,273	)		(130,786	)
DEEMED DIVIDENDS		-			-			-			(1,000	)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	22,529,417		$	(4,883,547	)	$	22,052,590		$	(15,407,528	)

BASIC EARNINGS (LOSS) PER COMMON SHARE FROM CONTINUING OPERATIONS	$	0.75		$	(17.36	)	$	0.80		$	(85.66	)
BASIC LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS		(0.04	)		(11.79	)		(0.04	)		(11.39	)
BASIC EARNINGS (LOSS) PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	0.71		$	(29.15	)	$	0.76		$	(97.05	)

DILUTED EARNINGS (LOSS) PER COMMON SHARE FROM CONTINUING OPERATIONS	$	0.16		$	(17.36	)	$	0.17		$	(85.66	)
DILUTED LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS		(0.01	)		(11.79	)		(0.01	)		(11.39	)
DILUTED EARNINGS (LOSS) PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	0.15		$	(29.15	)	$	0.16		$	(97.05	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC		31,936,484			167,504			29,111,531			158,752
DILUTED		156,273,004			167,504			151,814,168			158,752

The accompanying notes are an integral part of these condensed consolidated financial statements.

1847 HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(UNAUDITED)

	Series A Senior Convertible Preferred Shares				Series C Senior Convertible Preferred Shares				Series D Senior Convertible Preferred Shares				Series F Convertible Preferred Shares				Allocation		Common Shares				Additional Paid-In			Accumulated			Non- Controlling			Total Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Shares		Amount		Capital			Deficit			Interests			Deficit
Balance at December 31, 2024		50,592	$	39,877		83,603	$	403,470		6,293,022	$	600,100		-	$	-	$	1,000		25,400,386	$	25,400	$	79,403,793		$	(175,096,154	)	$	(1,843,523	)	$	(96,466,037	)
Issuance of common shares upon conversion of convertible notes payable		-		-		-		-		-		-		-		-		-		1,139,388		1,140		255,450			-			-			256,590
Issuance of series F preferred shares upon settlement of series A warrants		-		-		-		-		-		-		1,027		1,138,332		-		-		-		-			-			-			1,138,332
Dividends – series A convertible preferred shares		-		-		-		-		-		-		-		-		-		-		-		-			(8,755	)		-			(8,755	)
Dividends – series C convertible preferred shares		-		-		-		-		-		-		-		-		-		-		-		-			(12,369	)		-			(12,369	)
Dividends – series D convertible preferred shares		-		-		-		-		-		-		-		-		-		-		-		-			(52,602	)		-			(52,602	)
Net loss		-		-		-		-		-		-		-		-		-		-		-		-			(403,101	)		(12,852	)		(415,953	)
Balance at March 31, 2025		50,592	$	39,877		83,603	$	403,470		6,293,022	$	600,100		1,027	$	1,138,332	$	1,000		26,539,774	$	26,540	$	79,659,243		$	(175,572,981	)	$	(1,856,375	)	$	(95,560,794	)
Issuance of common shares upon exercise of warrants		-		-		-		-		-		-		-		-		-		5,763,961		5,764		(5,764	)		-			-			-
Dividends – series A convertible preferred shares		-		-		-		-		-		-		-		-		-		-		-		-			(8,852	)		-			(8,852	)
Dividends – series C convertible preferred shares		-		-		-		-		-		-		-		-		-		-		-		-			(12,506	)		-			(12,506	)
Dividends – series D convertible preferred shares		-		-		-		-		-		-		-		-		-		-		-		-			(53,189	)		-			(53,189	)
Net income (loss)		-		-		-		-		-		-		-		-		-		-		-		-			22,603,964			(71,071	)		22,532,893
Balance at June 30, 2025		50,592	$	39,877		83,603	$	403,470		6,293,022	$	600,100		1,027	$	1,138,332	$	1,000		32,303,735	$	32,304	$	79,653,479		$	(153,043,564	)	$	(1,927,446	)	$	(73,102,448	)

1847 HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(UNAUDITED)

	Series A Senior Convertible Preferred Shares						Series B Senior Convertible Preferred Shares						Series D Senior Convertible Preferred Shares				Allocation		Common Shares				Distribution			Additional Paid-In			Accumulated			Non- Controlling			Total Shareholders’
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Shares		Amount		Receivable			Capital			Deficit			Interests			Deficit
Balance at December 31, 2023		226,667		$	190,377			91,567		$	240,499			-	$	-	$	1,000		142,278	$	142	$	(2,000,000	)	$	57,676,965		$	(74,835,392	)	$	(1,314,280	)	$	(20,040,689	)
Issuance of common shares upon settlement of accrued series A preferred share dividends		-			-			-			-			-		-		-		625		1		-			130,967			-			-			130,968
Issuance of common shares upon settlement of accrued series B preferred share dividends		-			-			-			-			-		-		-		51		-		-			13,299			-			-			13,299
Issuance of common shares and warrants in public offering		-			-						-			-		-		-		9,364		9		-			4,334,991			-			-			4,335,000
Fair value of warrant liabilities recognized upon issuance of warrants		-			-			-			-			-		-		-		-		-		-			(4,335,000	)		-			-			(4,335,000	)
Extinguishment of warrant liabilities upon exercise of warrants		-			-			-			-			-		-		-		-		-		-			844,500			-			-			844,500
Issuance of common shares upon exercise of warrants		-			-						-			-		-		-		2,591		3		-			(3	)		-			-			-
Issuance of common shares upon conversion of convertible notes payable		-			-			-			-			-		-		-		1,984		2		-			1,261,191			-			-			1,261,193
Issuance of common shares upon conversion of series A preferred shares		(181,212	)		(152,200	)		-			-			-		-		-		2,437		3		-			152,197			-			-			-
Issuance of common shares upon conversion of series B preferred shares		-			-			(80,110	)		(210,264	)		-		-		-		1,305		1		-			210,263			-			-			-
Dividends – series A senior convertible preferred shares		-			-						-			-		-		-		-		-		-			-			(119,492	)		-			(119,492	)
Dividends – series B senior convertible preferred shares		-			-						-			-		-		-		-		-		-			-			(2,976	)		-			(2,976	)
Deemed dividend from down round provision in warrants		-			-			-			-			-		-		-		-		-		-			1,000			(1,000	)		-			-
Net loss		-			-						-			-		-		-		-		-		-			-			(10,400,513	)		41,452			(10,359,061	)
Balance at March 31, 2024		45,455		$	38,177			11,457		$	30,235			-	$	-	$	1,000		160,635	$	161	$	(2,000,000	)	$	60,290,370		$	(85,359,373	)	$	(1,272,828	)	$	(28,272,258	)
Issuance of series D preferred shares in connection with a private debt offering		-			-			-			-			1,966,570		214,000		-		-		-		-			-			-			-			214,000
Issuance of warrants in connection with a private debt offering		-			-			-			-			-		-		-		-		-		-			7,573			-			-			7,573
Extinguishment of warrant liabilities upon exercise of warrants		-			-			-			-			-		-		-		-		-		-			1,676,500			-			-			1,676,500
Issuance of common shares upon exercise of warrants		-			-			-			-			-		-		-		9,018		9		-			(9	)		-			-			-
Issuance of common shares upon conversion of convertible notes payable		-			-			-			-			-		-		-		3,879		4		-			765,302			-			-			765,306
Issuance of common shares upon conversion of series B preferred shares		-			-			(11,457	)		(30,235	)		-		-		-		218		-		-			30,235			-			-			-
Dividends – series A senior convertible preferred shares		-			-			-			-			-		-		-		-		-		-			-			(7,953	)		-			(7,953	)
Dividends – series D senior convertible preferred shares		-			-			-			-			-		-		-		-		-		-			-			(365	)		-			(365	)
Net loss		-			-			-			-			-		-		-		-		-		-			-			(4,875,229	)		(31,583	)		(4,906,812	)
Balance at June 30, 2024		45,455		$	38,177			-		$	-			1,966,570	$	214,000	$	1,000		173,750	$	174	$	(2,000,000	)	$	62,769,971		$	(90,242,920	)	$	(1,304,411	)	$	(30,524,009	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

1847 HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) from continuing operations	$	22,116,940		$	(15,265,873	)
Net loss from discontinued operations		477,838			2,773,028
(Gain) loss on disposition of subsidiaries		858,039			(1,060,095	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Gain on disposal of property and equipment		(50,696	)		-
Loss on abandonment of right-of-use asset		112,705			-
Loss on extinguishment of debt		3,009,416			1,200,750
(Gain) loss on change in fair value of derivative liabilities		(185,000	)		1,903,025
Gain on change in fair value of warrant liabilities		(27,723,683	)		(1,759,600	)
Deferred taxes		(506,000	)		(37,000	)
Depreciation and amortization		703,445			340,182
Amortization of debt discounts		937,730			5,880,788
Amortization of right-of-use assets		289,537			164,546
Changes in operating assets and liabilities:
Accounts receivable		(3,798,074	)		(241,359	)
Contract assets		(690,211	)		14,395
Inventories		6,700			266,267
Prepaid expenses and other current assets		(159,332	)		(406,029	)
Other assets		(5,600	)		-
Accounts payable and accrued expenses		6,036,037			2,438,502
Contract liabilities		(166,860	)		(736,124	)
Operating lease liabilities		(289,325	)		(171,440	)
Net cash provided by (used in) operating activities from continuing operations		973,606			(4,696,037	)
Net cash (used in) provided by operating activities from discontinued operations		(18,984	)		785,043
Net cash provided by (used in) operating activities		954,622			(3,910,994	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(89,979	)		-
Proceeds from the disposal of property and equipment		67,500			-
Escrow receivable from the sale of High Mountain		(858,039	)		-
Net cash used in investing activities from continuing operations		(880,518	)		-
Net cash used in investing activities from discontinued operations		-			-
Net cash used in investing activities		(880,518	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from notes payable		465,650			2,974,900
Net proceeds from issuance of common shares and warrants in connection with a public offering		-			4,335,000
Repayments of notes payable and finance lease liabilities		(2,840,285	)		(2,554,593	)
Repayments of convertible notes payable		-			(110,408	)
Net cash (used in) provided by financing activities from continuing operations		(2,374,635	)		4,644,899
Net cash used in financing activities from discontinued operations		-			(683,158	)
Net cash (used in) provided by financing activities		(2,374,635	)		3,961,741

NET CHANGE IN CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS		(2,281,547	)		(51,138	)

CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS
Cash from continuing operations at the beginning of the period	$	3,816,054		$	610,182
Cash from continuing operations at the end of the period	$	1,534,507			559,044

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	$	17,289		$	1,427,798
Cash paid for income taxes	$	3,000		$	40,000

NON-CASH INVESTING AND FINANCING ACTIVITIES
Net assets from the disposition of subsidiaries	$	-		$	1,060,095
Operating lease right-of-use asset and liability measurement	$	97,379		$	-
Deemed dividend from down round provision in warrants	$	-		$	1,000
Accrued dividends on series A preferred shares	$	17,607		$	127,445
Accrued dividends on series B preferred shares	$	-		$	2,976
Accrued dividends on series C preferred shares	$	24,875		$	-
Accrued dividends on series D preferred shares	$	105,791		$	365
Issuance of common shares upon settlement of accrued series A dividends	$	-		$	130,968
Issuance of common shares upon settlement of accrued series B dividends	$	-		$	13,299
Issuance of common shares upon conversion of series A shares	$	-		$	152,200
Issuance of common shares upon conversion of series B shares	$	-		$	240,499
Issuance of common shares upon cashless exercise of warrants	$	5,764		$	12
Debt discount on notes payable	$	380,000		$	824,767
Fair value of notes payable issued for services	$	-		$	492,000
Fair value of derivative liabilities recognized upon issuance of promissory notes	$	-		$	1,338,727
Fair value of warrant liabilities recognized upon issuance of warrants	$	-		$	4,545,700
Extinguishment of warrant liabilities upon exercise of warrants	$	-		$	2,521,000
Issuance of common shares upon conversion of convertible notes payable and accrued interest	$	256,590		$	2,026,499
Issuance of warrants in connection with a private debt offering	$	-		$	7,573
Issuance of series D preferred shares in connection with a private debt offering	$	-		$	214,000
Reclassification of accrued interest to convertible notes payable	$	-		$	17,954
Financed purchases of property and equipment	$	-		$	71,756

The accompanying notes are an integral part of these condensed consolidated financial statements.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION

The accompanying unaudited condensed consolidated financial statements of 1847 Holdings LLC (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements. The December 31, 2024 consolidated balance sheet data was derived from audited financial statements but do not include all disclosures required by GAAP. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K, as filed with the Securities and Exchange Commission on March 31, 2025. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Assets Held for Sale and Discontinued Operations

During the six months ended June 30, 2025, the Company committed to a plan to sell Wolo Mfg. Corp. and Wolo Industrial Horn & Signal, Inc. (collectively referred to as “Wolo”), which makes up the Automotive Supplies Segment. The Company is currently engaged in an active program to sell Wolo, which is expected to occur in 2025.

The Company evaluated whether its intent to sell Wolo qualifies for reporting as discontinued operations in accordance with Accounting Standards Codification (“ASC”) Topic 205-20, “Discontinued Operations.” A disposal of a component or a group of components is reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on the Company’s operations and financial results when the following occurs: (1) a component (or group of components) meets the criteria to be classified as held for sale; (2) the component or group of components is disposed of by sale; or (3) the component or group of components is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spin-off). For any component classified as held for sale or disposed of by sale or other than by sale, qualifying for presentation as a discontinued operation, the Company reports the results of operations of the discontinued operations (including any gain or loss recognized on the disposal or loss recognized on classification as held for sale of a discontinued operation), less applicable income taxes (benefit), as a separate component in the consolidated statement of operations for current and all prior periods presented. The Company also reports assets and liabilities associated with discontinued operations as separate line items on the consolidated balance sheet for prior periods.

The Company determined that its decision to sell Wolo is considered a strategic shift that will have a major effect on the Company’s operations and financial results and met the criteria for classification as discontinued operations. As a result, the assets and liabilities of Wolo are presented as held for sale in the unaudited condensed consolidated balance sheets and the operating results are presented as discontinued operations in the unaudited condensed consolidated statements of operations for all periods presented. Unless otherwise noted, amounts and disclosures throughout these notes to the condensed consolidated financial statements relate solely to continuing operations and exclude all discontinued operations. See Note 3 for additional information.

Reclassifications

Certain prior period amounts related to discontinued operations have been reclassified and separately presented in the condensed consolidated financial statements and accompanying notes to conform to the current period financial statement presentation.

Recently Adopted Accounting Pronouncements

In August 2023, the FASB issued ASU 2023-05, “Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement,” which requires a newly-formed joint venture to apply a new basis of accounting to its contributed net assets, resulting in the joint venture initially measuring its contributed net assets at fair value on the formation date. ASU 2023-05 is effective for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted for joint ventures formed before the effective date. The adoption of ASU 2023-05 did not have a material impact on the Company’s condensed consolidated financial statements.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The standard also requires disclosure of qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its condensed consolidated financial statements.

NOTE 2—LIQUIDITY AND GOING CONCERN ASSESSMENT

Management assesses liquidity and going concern uncertainty in the Company’s condensed consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the financial statements are issued, which is referred to as the “look-forward period,” as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management considered various scenarios, forecasts, projections, estimates and made certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, management made certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period.

As of June 30, 2025, the Company had cash and cash equivalents of $1,033,578, restricted cash and cash equivalents of $500,929 and a total working capital deficit of $87,343,162. For the six months ended June 30, 2025, the Company incurred an operating income of $2,374,686 and cash flows provided by operating activities from continuing operations of $973,606.

The Company has generated operating losses since its inception and has relied on cash on hand, sales of securities, external bank lines of credit, and issuance of third-party and related party debt to support cashflows from operations. The Company expects that within the next twelve months it will not have sufficient cash and other resources on hand to sustain its current operations or meet its obligations as they become due unless it obtains additional financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

An assessment was performed to determine whether there were conditions or events that, considered in the aggregate, raised substantial doubt about the Company’s ability to continue as a going concern within one year after the condensed consolidated financial statements are issued. Initially, this assessment did not consider the potential mitigating effect of management’s plans that had not been fully implemented. Based on this assessment, substantial doubt exists regarding the Company’s ability to continue as a going concern.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

Management plans to address these concerns by securing additional financing through debt and equity offerings. Management assessed the mitigating effect of its plans to determine if it is probable that the plans would be effectively implemented within one year after the consolidated financial statements are issued and when implemented, would mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. These plans are subject to market conditions and reliance on third parties, and there is no assurance that effective implementation of the Company’s plans will result in the necessary funding to continue current operations and satisfy current debt obligations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern beyond one year from the date the condensed consolidated financial statements are issued.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

NOTE 3—DISCONTINUED OPERATIONS

Wolo Assets Held for Sale

As described above, during the six months ended June 30, 2025, the Company committed to a plan to sell Wolo. The Company received approval from the Board and is currently engaged in an active program to sell Wolo, which is expected to occur in 2025. The Company determined that its decision to sell Wolo is considered a strategic shift that will have a major effect on the Company’s operations and financial results and met the criteria for classification as discontinued operations.

The following table summarizes the carrying amounts of the major classes of assets and liabilities of Wolo, which have been classified as assets and liabilities held for sale in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024:

	June 30, 2025		December 31, 2024
Assets
Cash and cash equivalents	$	26,380	$	45,364
Accounts receivable, net		536,925		471,965
Inventories, net		303,628		456,123
Prepaid expenses and other current assets		11,000		90,134
Property and equipment, net		660		798
Operating lease right-of-use assets		7,718		53,206
Security deposits		15,036		15,036
Total assets held for sale	$	901,347	$	1,132,626

Liabilities
Accounts payable and accrued expenses	$	276,562	$	306,643
Operating lease liabilities		7,935		54,725
Total liabilities held for sale		284,497		361,368

Total net assets held for sale	$	616,850	$	771,258

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

The following table presents the results of operations of Wolo, which have been included in discontinued operations in the condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Revenues	$	208,447		$	1,103,087		$	1,116,886		$	2,881,448

Operating expenses
Cost of revenues		174,489			724,491			738,680			1,892,853
Personnel		107,837			268,619			274,106			569,031
Depreciation and amortization		69			69			138			138
General and administrative		196,161			266,400			431,447			552,325
Professional fees		13,273			94,113			38,390			182,134
Total operating expenses		491,829			1,353,692			1,482,761			3,196,481

Loss from operations		(283,382	)		(250,605	)		(365,875	)		(315,033	)

Interest expense		(5,870	)		(54,118	)		(111,963	)		(94,330	)

Net loss from discontinued operations before income taxes		(289,252	)		(304,723	)		(477,838	)		(409,363	)
Income tax provision		-			-			-			(3,000	)
Net loss from discontinued operations	$	(289,252	)	$	(304,723	)	$	(477,838	)	$	(412,363	)

Net loss attributable to non-controlling interests from discontinued operations		21,694			22,854			35,838			30,927
Net loss from discontinued operations attributable to 1847 Holdings	$	(267,558	)	$	(281,869	)	$	(442,000	)	$	(381,436	)

The following table presents cash flow information from the discontinued operations of Wolo for the six months ended June 30, 2025 and 2024:

	Six Months Ended June 30,
	2025			2024
Cash flows from operating activities
Net loss	$	(477,838	)	$	(412,363	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		138			138
Amortization of right-of-use assets		45,488			42,796
Changes in operating assets and liabilities:
Accounts receivable		(64,960	)		(15,399	)
Inventories		152,495			246,852
Prepaid expenses and other current assets		79,134			18,491
Accounts payable and accrued expenses		293,349			128,756
Operating lease liabilities		(46,790	)		(42,934	)
Net cash used in operating activities from discontinued operations		(18,984	)		(33,663	)

Cash flows from investing activities
Net cash from investing activities from discontinued operations		-			-

Cash flows from financing activities
Net cash from financing activities from discontinued operations		-			-

Net change in cash and cash equivalents from discontinued operations	$	(18,984	)	$	(33,663	)

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

Asien’s Assignment for the Benefit of Creditors

On February 26, 2024, the Company’s subsidiary Asien’s Appliance, Inc. (“Asien’s”) entered into a general assignment for the benefit of its creditors (the “Assignment Agreement”), pursuant to which Asien’s transferred ownership of all or substantially all of its right, title, and interest in, as well as custody and control of, its assets to SG Service Co., LLC in trust. The Company received no cash consideration related to the assignment. Following the assignment, the Company retained no financial interest in Asien’s. The assignment of Asien’s represents a strategic shift and its results are reported as discontinued operations for the six months ended June 30, 2024.

The following table presents the results of operations of Asien’s, which have been included in discontinued operations in the condensed consolidated statements of operations for the six months ended June 30, 2024:

	Six Months Ended June 30, 2024
Revenues	$	870,952

Operating expenses
Cost of revenues		744,706
Personnel		98,213
Depreciation and amortization		7,702
General and administrative		203,377
Professional fees		78,807
Total operating expenses		1,132,805

Loss from operations		(261,853	)

Interest expense		(724	)

Net loss from discontinued operations before income taxes		(262,577	)
Income tax provision		-
Net loss from discontinued operations	$	(262,577	)

Net loss attributable to non-controlling interests from discontinued operations		13,129
Net loss from discontinued operations attributable to 1847 Holdings	$	(249,448	)

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

The following table presents cash flow information from the discontinued operations of Asien’s for the six months ended June 30, 2024:

	Six Months Ended June 30, 2024
Cash flows from operating activities
Net loss	$	(262,577	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		7,702
Changes in operating assets and liabilities:
Receivables		73,769
Inventories		213,399
Prepaid expenses and other current assets		108,686
Accounts payable and accrued expenses		320,362
Customer deposits		(474,803	)
Net cash used in operating activities from discontinued operations		(13,462	)

Cash flows from investing activities
Net cash from investing activities from discontinued operations		-

Cash flows from financing activities
Repayments of notes payable		(4,836	)
Net cash used in financing activities from discontinued operations		(4,836	)

Net change in cash and cash equivalents from discontinued operations	$	(18,298	)

ICU Eyewear Foreclosure Sale

The Company’s subsidiary ICU Eyewear, Inc. (“ICU Eyewear”) was in default under an Amended and Restated Credit and Security Agreement (the “ICU Loan Agreement”) that was entered into on September 11, 2023 between AB Lending SPV I LLC d/b/a Mountain Ridge Capital (the “ICU Lender”), ICU Eyewear and the Company’s subsidiaries ICU Eyewear Holdings, Inc., and 1847 ICU Holdings Inc. (together with ICU Eyewear, the “ICU Parties”) and, with the approval of the other ICU Parties, consented to a foreclosure by the ICU Lender and private sale of substantially all of its assets in an Article 9 sale process, pursuant to Section 9-610 of the Uniform Commercial Code as in effect in the State of New York and Section 9-610 of the Uniform Commercial Code as in effect in the State of California. On August 5, 2024, ICU Eyecare Solutions Inc., an entity that is not affiliated with the Company, was the successful bidder with a cash bid of $4,250,000. Pursuant to an agreement dated August 5, 2024, and in consideration for such purchase price, the ICU Lender having foreclosed on its security interest in all of the assets of ICU Eyewear then conveyed all of its rights, title, and interest in all of such assets to ICU Eyecare Solutions Inc. The Company received no cash consideration related to the sale. Following the sale, the Company retained no financial interest in ICU Eyewear. The sale of ICU Eyewear represents a strategic shift and its results are reported as discontinued operations for the three and six months ended June 30, 2024.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

The following table presents the results of operations of ICU Eyewear, which have been included in discontinued operations in the condensed consolidated statements of operations for the three and six months ended June 30, 2024:

	Three Months Ended June 30, 2024			Six Months Ended June 30, 2024
Revenues	$	3,076,901		$	6,973,068

Operating expenses
Cost of revenues		1,421,597			4,420,530
Personnel		600,763			1,253,954
Depreciation and amortization		104,596			209,192
General and administrative		767,267			1,210,132
Professional fees		393,153			625,333
Impairment of goodwill and intangible assets		1,216,966			1,216,966
Total operating expenses		4,504,342			8,936,107

Loss from operations		(1,427,441	)		(1,963,039	)

Other income (expense)
Other income		43,223			19,953
Interest expense		(189,578	)		(380,187	)
Amortization of debt discount		(619,927	)		(683,029	)
Total other expense		(766,282	)		(1,043,263	)

Net loss from discontinued operations before income taxes		(2,193,723	)		(3,006,302	)
Income tax benefit		13,250			11,250
Net loss from discontinued operations	$	(2,180,473	)	$	(2,995,052	)

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

The following table presents cash flow information from the discontinued operations of ICU Eyewear for the six months ended June 30, 2024:

	Six Months Ended June 30, 2024
Cash flows from operating activities
Net loss	$	(2,995,052	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		209,192
Amortization of debt discount		683,029
Impairment of goodwill and intangible assets		1,216,966
Deferred taxes		(15,000	)
Inventory reserve		45,000
Amortization of right-of-use assets		143,167
Changes in operating assets and liabilities:
Accounts receivable		329,791
Inventories		204,146
Prepaid expenses and other current assets		(19,051	)
Accounts payable and accrued expenses		1,149,731
Operating lease liabilities		(128,737	)
Net cash provided by operating activities from discontinued operations		823,183

Cash flows from investing activities
Net cash from investing activities from discontinued operations		-

Cash flows from financing activities
Net repayments of revolving line of credit		(638,982	)
Net cash used in financing activities from discontinued operations		(638,982	)

Net change in cash and cash equivalents from discontinued operations	$	184,200

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

Sale of High Mountain

On September 30, 2024, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with BFS Group LLC (“BFS”), and the Company’s majority owned subsidiary High Mountain Door & Trim Inc. (“High Mountain”), pursuant to which the Company sold substantially all of the assets of High Mountain to BFS for an aggregate cash only purchase price of $17,000,000, subject to certain pre-closing and post-closing adjustments. At closing, the purchase price was subject to a working capital adjustment and was also reduced by the amount of outstanding indebtedness repaid at closing or assumed by BFS, as well as certain transaction expenses. Additionally, the purchase price was reduced by $1,700,000, which may be used for certain post-closing payments (the “Holdback Amount”).

The sale of High Mountain represents a strategic shift and its results are reported as discontinued operations for the three and six months ended June 30, 2024. During the six months ended June 30, 2025, the Company recorded a $858,039 reduction to the Holdback Amount related to the resolution of post-closing working capital adjustments, with the offsetting impact of this adjustment recognized in discontinued operations. As June 30, 2025, the balance of the Holdback Amount was $500,929.

The following table presents the results of operations of High Mountain, which have been included in discontinued operations in the condensed consolidated statements of operations for the three and six months ended June 30, 2024:

	Three Months Ended June 30, 2024			Six Months Ended June 30, 2024
Revenues	$	8,655,566		$	15,810,081

Operating expenses
Cost of revenues		5,134,878			9,110,445
Personnel		1,448,481			2,699,643
Depreciation and amortization		148,731			296,418
General and administrative		1,081,919			2,158,914
Professional fees		43,918			88,594
Total operating expenses		7,857,927			14,354,014

Income from operations		797,639			1,456,067

Other income (expense)
Other income		275			275
Loss on disposal of property and equipment		(13,815	)		(13,815	)
Interest expense		(160,156	)		(244,455	)
Amortization of debt discount		(20,728	)		(41,108	)
Total other expense		(194,424	)		(299,103	)

Net income from discontinued operations before income taxes		603,215			1,156,964
Income tax provision		(78,000	)		(260,000	)
Net income from discontinued operations	$	525,215		$	896,964

Net income attributable to non-controlling interests from discontinued operations		(38,556	)		(66,437	)
Net income from discontinued operations attributable to 1847 Holdings	$	486,659		$	830,527

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

The following table presents cash flow information from the discontinued operations of High Mountain for the six months ended June 30, 2024:

	Six Months Ended June 30, 2024
Cash flows from operating activities
Net income	$	896,964
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on disposal of property and equipment		13,815
Depreciation and amortization		296,418
Amortization of debt discount		41,108
Deferred taxes		(32,000	)
Amortization of right-of-use assets		163,702
Changes in operating assets and liabilities:
Accounts receivable		(239,036	)
Inventories		109,065
Prepaid expenses and other current assets		101,777
Accounts payable and accrued expenses		(747,756	)
Contract liabilities		(435,868	)
Operating lease liabilities		(159,203	)
Net cash provided by operating activities from discontinued operations		8,986

Cash flows from investing activities
Net cash from investing activities from discontinued operations		-

Cash flows from financing activities
Repayments of notes payable and finance lease liabilities		(39,340	)
Net cash used in financing activities from discontinued operations		(39,340	)

Net change in cash and cash equivalents from discontinued operations	$	(30,354	)

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

NOTE 4—DISAGGREGATION OF REVENUES AND SEGMENT REPORTING

Following the divestiture of the Automotive Supplies Segment, the Company operates one reportable segment, the Construction Segment.

Construction Segment – Provides finish carpentry and related products and services, including doors, frames, trim, hardware, millwork, cabinetry, and specialty construction accessories.

The Company reports all other business activities that are not reportable in the Corporate Services Segment. The Company provides general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment performance. The Corporate Services Segment includes costs associated with executive management, financing activities and other public company-related costs.

The Company’s revenues for the three and six months ended June 30, 2025 and 2024 are disaggregated as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenues
Cabinetry and millwork	$	6,375,565	$	2,665,805	$	10,478,163	$	4,750,259
Doors, frames, hardware, and trim		6,194,681		-		11,971,519		-
Specialty construction accessories		236,211		-		440,247		-
Total revenues	$	12,806,457	$	2,665,805	$	22,889,929	$	4,750,259

Segment information for the three months ended June 30, 2025 and 2024 are as follows:

	Three Months Ended June 30, 2025
	Construction		Corporate Services			Total
Revenues	$	12,806,457	$	-		$	12,806,457
Operating expenses
Cost of revenues		6,125,355		-			6,125,355
Personnel		1,970,378		24,942			1,995,320
Personnel – corporate allocation		529,448		(529,448	)		-
Depreciation and amortization		352,055		-			352,055
General and administrative		911,399		(38,679	)		872,720
General and administrative – management fees		200,000		-			200,000
General and administrative – corporate allocation		252,579		(252,579	)		-
Professional fees		144,241		530,753			674,994
Loss on abandonment of right-of-use asset		112,705		-			112,705
Total operating expenses		10,598,160		(265,011	)		10,333,149
Income from operations	$	2,208,297	$	265,011		$	2,473,308

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

	Three Months Ended June 30, 2024
	Construction			Corporate Services			Total
Revenues	$	2,665,805		$	-		$	2,665,805
Operating expenses
Cost of revenues		1,476,547			-			1,476,547
Personnel		1,286,587			(197,548	)		1,089,039
Personnel – corporate allocation		96,635			(96,635	)		-
Depreciation and amortization		168,072			-			168,072
General and administrative		501,422			(82,573	)		418,849
General and administrative – management fees		83,334			-			83,334
General and administrative – corporate allocation		133,705			(133,705	)		-
Professional fees		30,376			1,063,624			1,094,000
Total operating expenses		3,776,678			553,163			4,329,841
Loss from operations	$	(1,110,873	)	$	(553,163	)	$	(1,664,036	)

Segment information for the six months ended June 30, 2025 and 2024 are as follows:

	Six Months Ended June 30, 2025
	Construction		Corporate Services			Total
Revenues	$	22,889,929	$	-		$	22,889,929
Operating expenses
Cost of revenues		11,000,345		-			11,000,345
Personnel		3,834,040		(90,480	)		3,743,560
Personnel – corporate allocation		1,081,378		(1,081,378	)		-
Depreciation and amortization		703,445		-			703,445
General and administrative		1,862,927		(81,295	)		1,781,632
General and administrative – management fees		400,000					400,000
General and administrative – corporate allocation		474,932		(474,932	)		-
Professional fees		860,738		1,912,818			2,773,556
Loss on abandonment of right-of-use asset		112,705		-			112,705
Total operating expenses		20,330,510		184,733			20,515,243
Income (loss) from operations	$	2,559,419	$	(184,733	)	$	2,374,686

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

	Six Months Ended June 30, 2024
	Construction			Corporate Services			Total
Revenues	$	4,750,259		$	-		$	4,750,259
Operating expenses
Cost of revenues		2,659,246			-			2,659,246
Personnel		2,062,134			(62,504	)		1,999,630
Personnel – corporate allocation		170,585			(170,585	)		-
Depreciation and amortization		340,182			-			340,182
General and administrative		883,089			(105,675	)		777,414
General and administrative – management fees		166,667			-			166,667
General and administrative – corporate allocation		239,824			(239,824	)		-
Professional fees		51,427			3,587,762			3,639,189
Total operating expenses		6,573,154			3,009,174			9,582,328
Loss from operations	$	(1,822,895	)	$	(3,009,174	)	$	(4,832,069	)

Total assets by operating segment as of June 30, 2025 are as follows:

	June 30, 2025
Assets	Construction		Corporate Services		Total
Current assets	$	13,183,309	$	742,968	$	13,926,277
Long-lived assets		14,708,796		-		14,708,796
Goodwill		5,309,876		-		5,309,876
Total assets	$	33,201,981	$	742,968	$	33,944,949

NOTE 5—PROPERTY AND EQUIPMENT

Property and equipment as of June 30, 2025 and December 31, 2024 consisted of the following:

	June 30, 2025			December 31, 2024
Machinery and equipment	$	1,568,568		$	1,547,260
Office furniture and equipment		158,492			158,304
Transportation equipment		333,225			532,843
Leasehold improvements		176,729			152,908
Total property and equipment		2,237,014			2,391,315
Less: accumulated depreciation		(1,268,510	)		(1,276,107	)
Total property and equipment, net	$	968,504		$	1,115,208

Depreciation expense for the three months ended June 30, 2025 and 2024 was $110,272 and $105,328, respectively. Depreciation expense for the six months ended June 30, 2025 and 2024 was $219,879 and $214,694, respectively.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

NOTE 6—INTANGIBLE ASSETS

Intangible assets as of June 30, 2025 and December 31, 2024 consisted of the following:

	June 30, 2025			December 31, 2024
Customer-related	$	12,692,000		$	12,692,000
Marketing-related		899,000			899,000
Total intangible assets		13,591,000			13,591,000
Less: accumulated amortization		(1,550,220	)		(1,066,654	)
Total intangible assets, net	$	12,040,780		$	12,524,346

Amortization expense for the three months ended June 30, 2025 and 2024 was $241,783 and $62,744, respectively. Amortization expense for the six months ended June 30, 2025 and 2024 was $483,566 and $125,488, respectively.

Estimated amortization expense for intangible assets for the next five years consists of the following as of June 30, 2025:

Year Ending December 31,	Amount
2025 (remaining)	$	483,566
2026		967,132
2027		967,132
2028		967,132
2029		967,132
Thereafter		7,688,686
Total estimated amortization expense	$	12,040,780

NOTE 7—ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses as of June 30, 2025 and December 31, 2024 consisted of the following:

	June 30, 2025		December 31, 2024
Trade accounts payable	$	3,771,154	$	1,633,593
Credit cards payable		427,467		349,570
Accrued payroll liabilities		1,541,925		1,185,900
Accrued interest		3,901,691		1,841,011
Accrued dividends		279,375		131,102
Accrued taxes		1,354,510		79,420
Other accrued liabilities		552,324		632,711
Total accounts payable and accrued expenses	$	11,828,446	$	5,853,307

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

NOTE 8—LEASES

Operating Leases

In February 2025, the Company’s subsidiary CMD Inc. entered into a lease agreement for office space located in Lake Havasu City, Arizona. The lease commenced on February 15, 2025 and is for a term of three years. Under the terms of the lease, CMD Inc. will lease the premises at the monthly rate of $3,300 for the first year, with scheduled annual increases. The lease agreement contains customary events of default, representations, warranties, and covenants. The measurement of the right-of-use (“ROU”) asset and liability associated with this operating lease was $97,379.

In May 2025, the Company determined that a ROU asset associated with a warehouse facility was impaired due to a change in circumstances. The impairment resulted from the Company’s decision to close the facility and relocate operations to another site within the Construction Segment. As a result, the Company recognized an impairment loss of $112,705 related to the abandoned lease during the three and six months ended June 30, 2025.

The following was included in the condensed consolidated balance sheets at June 30, 2025 and December 31, 2024:

	June 30, 2025			December 31, 2024
Operating lease right-of-use assets	$	1,659,413		$	1,964,276

Operating lease liabilities, current portion		470,728			543,809
Operating lease liabilities, long-term		1,354,930			1,473,795
Total operating lease liabilities	$	1,825,658		$	2,017,604

Weighted-average remaining lease term (years)		3.89			4.19
Weighted-average discount rate		14.54	%		14.17	%

Rent expense for the three months ended June 30, 2025 and 2024 was $230,017 and $113,409, respectively. Rent expense for the six months ended June 30, 2025 and 2024 was $455,218 and $224,486, respectively.

As of June 30, 2025, maturities of operating lease liabilities were as follows:

Year Ending December 31,	Amount
2025 (remaining)	$	393,738
2026		581,006
2027		509,551
2028		465,881
2029		472,714
Total		2,422,890
Less: imputed interest		(597,232	)
Total operating lease liabilities	$	1,825,658

Finance Leases

As of June 30, 2025, maturities of financing lease liabilities were as follows:

Year Ending December 31,	Amount
2025 (remaining)	$	105,665
2026		211,332
2027		210,042
2028		28,833
Total		555,872
Less: amount representing interest		(40,381	)
Total finance lease liabilities	$	515,491

As of June 30, 2025, the weighted-average remaining lease term for all finance leases is 2.61 years and the weighted average discount rate is 5.15%.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

NOTE 9—FAIR VALUE MEASUREMENTS

The fair value of financial instruments measured on a recurring basis as of June 30, 2025 consisted of the following:

	Fair Value Measurements as of June 30, 2025
Description	Level 1		Level 2		Level 3		Total
Derivative liabilities	$	-	$	-	$	-	$	-
Warrant liabilities		-		-		57,860,005		57,860,005
Total recurring fair value measurements		-		-	$	57,860,005	$	57,860,005

The following table provides a roll-forward of changes for financial instruments measured at fair value on a recurring basis for the six months ended June 30, 2025:

Derivative Liabilities	Amount
Balance as of December 31, 2024	$	185,000
Gain on change in fair value of derivative liabilities		(185,000	)
Balance as of June 30, 2025	$	-

Warrant Liabilities	Amount
Balance as of December 31, 2024	$	85,779,788
Gain on change in fair value of warrant liabilities		(27,723,683	)
Extinguishment of warrant liabilities upon settlement		(196,100	)
Balance as of June 30, 2025	$	57,860,005

NOTE 10—NOTES PAYABLE

Notes payable as of June 30, 2025 and December 31, 2024 consisted of the following:

	June 30, 2025			December 31, 2024
Vehicle loans	$	29,489		$	53,424
6% Subordinated promissory notes		500,000			500,000
Purchase and sale of future revenues loan		1,107,000			1,237,950
20% OID subordinated promissory notes – March 2024		3,876,898			3,217,932
12% Subordinated promissory note for services		750,000			500,000
25% OID subordinated promissory note		1,455,600			1,455,600
CMD seller promissory note		-			1,050,000
Total notes payable		7,718,987			8,014,906
Less: debt discounts		(296,271	)		(220,465	)
Total notes payable, net	$	7,422,716		$	7,794,441

Current portion of notes payable, net	$	7,422,716		$	7,785,911
Notes payable, net of current portion	$	-		$	8,530

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

20% OID Promissory Notes – March 2024

On March 31, 2025, the 20% OID subordinated promissory note, originally issued on March 4, 2024, and previously amended on June 4, 2024, August 20, 2024, November 15, 2024, and December 16, 2024, was further amended pursuant to which the parties agreed to extend the maturity date of the note to November 7, 2025. As additional consideration for the amendment, the Company agreed to increase the outstanding principal by $1,358,966 as an amendment fee. The Company evaluated the amendment in accordance with ASC Topic 470-50, “Modifications and Extinguishments,” and determined the amendment was an extinguishment. As a result, the Company recognized a loss on extinguishment of debt of $1,358,966.

As of June 30, 2025, the total outstanding principal balance is $3,876,898.

Purchase and Sale of Future Revenues Loan

On April 24, 2025, the sale of future revenues loan, originally issued on March 31, 2023, and previously amended on November 30, 2023, and July 23, 2024, was further amended to increase the outstanding balance by $845,650 to $1,350,000 for net cash proceeds of $465,650. The Company is required to make weekly ACH payments in the amount of $27,000. All other terms remained unchanged. The Company evaluated the amendment in accordance with ASC Topic 470-50 and determined the amendment was a modification. As a result, the Company recorded an additional debt discount of $380,000. Following the modification, the effective interest rate is 82.2%.

As of June 30, 2025, the total outstanding principal balance is $1,107,000, net of debt discount of $296,271.

12% Promissory Note for Services

On May 9, 2025, an event of default occurred, resulting in a $250,000 increase to the principal balance. As a result, the Company recognized a loss on extinguishment of debt of $250,000. Consequently, the corresponding derivative liability was extinguished.

NOTE 11—RELATED PARTIES

Related party note payable as of June 30, 2025 and December 31, 2024 consisted of the following:

	June 30, 2025		December 31, 2024
Related party promissory note	$	1,567,621	$	578,290

Current portion of notes payable, net	$	616,883	$	578,290
Notes payable, net of current portion	$	950,738	$	-

On June 27, 2025, the Company’s subsidiary 1847 Cabinet Inc. issued an 8% promissory note in the principal amount of $1,567,621 to Stephen Mallatt, Jr. and Rita Mallatt. In connection with the issuance of this note, that certain consulting agreement, dated March 16, 2024, between the Company and Stephen Mallatt, Jr., and that certain conversion agreement, dated July 26, 2022, as amended, among the Company, 1847 Cabinet Inc., Stephen Mallatt, Jr. and Rita Mallatt, were cancelled. The note bears interest at a rate of 8% per annum and is due and payable on November 15, 2027. The note requires monthly payments commencing on July 15, 2025; provided that all amounts owed under the note must be repaid in full upon a sale of CMD Inc. The note is unsecured and contains customary events of default. As a result, the Company recognized a loss on extinguishment of debt of $458,218.

As of June 30, 2025, the total outstanding principal balance is $1,567,621.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

NOTE 12—SHAREHOLDERS’ DEFICIT

Series A Senior Convertible Preferred Shares

As of June 30, 2025 and December 31, 2024, the Company had 50,592 series A senior convertible preferred shares issued and outstanding.

During the three and six months ended June 30, 2025, the Company accrued dividends of $8,852 and $17,607, respectively, for the series A senior convertible preferred shares.

Series C Senior Convertible Preferred Shares

As of June 30, 2025 and December 31, 2024, the Company had 83,603 series C senior convertible preferred shares issued and outstanding.

During the three and six months ended June 30, 2025, the Company accrued dividends of $12,506 and $24,875, respectively, for the series C senior convertible preferred shares.

Series D Senior Convertible Preferred Shares

As of June 30, 2025 and December 31, 2024, the Company had 6,293,022 series D senior convertible preferred shares issued and outstanding.

During the three and six months ended June 30, 2025, the Company accrued dividends of $53,189 and $105,791, respectively, for the series D senior convertible preferred shares.

Series F Convertible Preferred Shares

On March 25, 2025, the Company executed a Share Designation to establish the terms of its series F convertible preferred shares (the “Share Designation”). Pursuant to the Share Designation, the Company designated 1,027 of its preferred shares as series F convertible preferred shares with a stated value of $1,000 per share. Following is a summary of the material terms of the series F convertible preferred shares:

Ranking. The series F convertible preferred shares rank, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common shares, allocation shares, series C preferred shares, series D preferred shares and each other class or series that is not expressly made senior to or on parity with the series F convertible preferred shares; (ii) on parity with each other class or series that is not expressly subordinated or made senior to the series F convertible preferred shares; and (iii) junior to the series A senior convertible preferred shares, all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company and each other class or series that is expressly made senior to the series F convertible preferred shares.

Dividend Rights. Holders of series F convertible preferred shares are entitled to receive dividends, when, as and if declared on the common shares, pari passu with the holders of common shares, on an as-converted basis.

Liquidation Rights. Subject to the rights of creditors and the holders of any senior securities or parity securities (in each case, as defined in the Share Designation), upon any liquidation of the Company, before any payment or distribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of junior securities (as defined in the Share Designation), each holder of outstanding series F convertible preferred shares shall be entitled to receive an amount of cash equal to 100% of the stated value ($1,000 per share). If, upon any liquidation, the assets, or proceeds thereof, distributable among the holders of the series F convertible preferred shares shall be insufficient to pay in full the preferential amount payable to the holders of the series F convertible preferred shares and liquidating payments on any other shares of any class or series of parity securities as to the distribution of assets on any liquidation, then such assets, or the proceeds thereof, shall be distributed among the holders of series F convertible preferred shares and any such other parity securities ratably in accordance with the respective amounts that would be payable on such series F convertible preferred shares and any such other parity securities if all amounts payable thereon were paid in full.

Voting Rights. The series F convertible preferred shares do not have any voting rights; provided that, so long as any series F convertible preferred shares are outstanding, the Company shall not, and shall not permit any of its subsidiaries to, directly or indirectly, without the affirmative vote of the holders of a majority of the then outstanding series F convertible preferred shares, (a) amend the Company’s certificate of formation or its operating agreement in any manner that adversely affects any rights of the holders of the series F convertible preferred shares or alter or amend the Share Designation, (b) authorize or create any class of shares ranking as to dividends, redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the series F convertible preferred shares, or (c) enter into any agreement with respect to any of the foregoing.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

Conversion Rights. Each series F convertible preferred share shall be convertible, at the option of the holder thereof, at any time and from time to time, into such number of fully paid and nonassessable common shares determined by dividing the stated value ($1,000 per share) by the conversion price of $0.1549 per share. The conversion price is subject to standard adjustments in the event of any share splits, share combinations, share reclassifications, dividends paid in common shares, sales of substantially all of the Company’s assets, mergers, consolidations or similar transactions, as well as for subsequent issuances of common shares, or securities convertible into or exercisable or exchangeable for common shares, at a price below the then conversion price; provided that a holder shall not be entitled to utilize a conversion price of less than $0.01 (subject to standard adjustments for share splits, share combinations, recapitalizations and similar transactions). Notwithstanding the foregoing, the aggregate number of common shares that the Company may issue upon conversion of the series F convertible preferred shares is limited to 5,385,291 shares (equal to 19.99% of the Company’s outstanding common shares prior to entry into the cancellation and exchange agreements) prior to obtaining shareholder approval of the issuance of all common shares that may be issued upon conversion of the series F convertible preferred shares, in accordance with NYSE American rules. Furthermore, the Company shall not effect any conversion of the series F convertible preferred shares, and a holder shall not have the right to convert any portion of the series F convertible preferred shares, to the extent that, after giving effect to the conversion, such holder (together with such holder’s affiliates) would beneficially own in excess of 4.99% of the number of common shares outstanding immediately after giving effect to the issuance of common shares issuable upon conversion. This limitation may be waived (up to a maximum of 9.99%) by the holder in its sole discretion upon not less than sixty-one (61) days’ prior notice to the Company.

Other Rights. Holders of series F convertible preferred shares have no redemption, preemptive or subscription rights for additional securities of the Company.

On March 25, 2025, the Company entered into cancellation and exchange agreements with the remaining holders of the series A warrants issued on October 30, 2024, pursuant to which such holders agreed to exchange such warrants for an aggregate of 1,027 series F convertible preferred shares. The series F convertible preferred shares fair value of $1,138,332 was derived using an Option Pricing Method. As a result of the exchange, the Company recognized a loss on extinguishment of series A warrants $942,232.

As of June 30, 2025 and December 31, 2024, the Company had 1,027 and 0 series F convertible preferred shares issued and outstanding, respectively.

Common Shares

On March 11, 2025, the Second Amended and Restated Operating Agreement, as amended of the Company, was amended pursuant to Amendment No. 4 to Second Amended and Restated Operating Agreement (the “Amendment”), entered into by 1847 Partners LLC, as the Manager (as defined in the Operating Agreement). The Amendment was approved by shareholders on March 11, 2025. The Amendment increased the number of common shares that the Company is authorized to issue from 500 million shares to 2 billion shares.

During the six months ended June 30, 2025, the Company issued (i) 1,139,388 common shares upon the conversion of a convertible promissory note totaling $256,590 and (ii) 5,763,961 common shares upon the cashless exercise of pre-funded warrants.

Warrants

The Company did not issue any new warrants during the six months ended June 30, 2025. However, on March 11, 2025, the exercise price of the remaining series A warrants and series B warrants that were issued on October 31, 2024, which included 341,815 series A warrants and 14,799,979 series B warrants, was reduced from $1.50 to $0.81 and $0.54, respectively, and the number of warrants was proportionally increased to 632,990 and 41,111,053, respectively. Following such increase, all of the series A warrants were exchanged for an aggregate of 1,027 series F convertible preferred shares.

In addition, during the six months ended June 30, 2025, pre-funded warrants issued on December 16, 2024, were exercised for 5,763,961 common shares.

Below is a table summarizing the changes in warrants outstanding during the six months ended June 30, 2025:

	Warrants			Weighted- Average Exercise Price
Outstanding at December 31, 2024		138,639,165		$	0.61
Warrant adjustment⁽¹⁾		26,602,249			0.54
Exercised/settled		(6,396,951	)		(0.09	)
Outstanding at June 30, 2025		158,844,463		$	0.53
Exercisable at June 30, 2025		158,844,463		$	0.53

(1)	As previously described above, a result of the decrease in the exercise prices of the remaining series A warrants and series B warrants that were issued on October 31, 2024, the number of warrants were proportionally increased.

As of June 30, 2025, the outstanding warrants have a weighted-average remaining contractual life of 3.98 years and a total intrinsic value of $2,009,774.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

NOTE 13—EARNINGS (LOSS) PER SHARE

The following table presents the reconciliation of net income (loss) attributable to common in computing basic net income (loss) per share of common share:

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Net income (loss) attributable to common shareholders from continuing operations	$	23,655,014		$	(2,907,864	)	$	23,352,629		$	(13,599,781	)
Net loss attributable to common shareholders from discontinued operations		(1,125,597	)		(1,975,683	)		(1,300,039	)		(1,807,747	)
Net income (loss) attributable to common shareholders	$	22,529,417		$	(4,883,547	)	$	22,052,590		$	(15,407,528	)

Weighted-average common shares – basic		31,936,484			167,504			29,111,531			158,752

Basic earnings (loss) per common share from continuing operations	$	0.75		$	(17.36	)	$	0.80		$	(85.66	)
Basic loss per common share from discontinued operations		(0.04	)		(11.79	)		(0.04	)		(11.39	)
Basic earnings (loss) per common share attributable to common shareholders	$	0.71		$	(29.15	)		0.76		$	(97.05	)

The following table presents the reconciliation of net income (loss) attributable to common shareholders to net income used in computing dilutive net income (loss) per share of common share:

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Net income (loss) attributable to common shareholders from continuing operations	$	23,655,014		$	(2,907,864	)	$	23,352,629		$	(13,599,781	)
Net loss attributable to common shareholders from discontinued operations		(1,125,597	)		(1,975,683	)		(1,300,039	)		(1,807,747	)
Net income (loss) attributable to common shareholders	$	22,529,417		$	(4,883,547	)	$	22,052,590		$	(15,407,528	)

Net income adjustments attributable to common shareholders from continuing operations		1,189,239			-			2,461,328			-
Adjusted net income (loss) attributable to common shareholders	$	23,718,656		$	(4,883,547	)	$	24,513,918		$	(15,407,528	)

Weighted-average common shares – basic		31,936,484			167,504			29,111,531			158,752
Effect on dilutive securities		124,336,520			-			122,702,637			-
Weighted-average common shares – dilutive		156,273,004			167,504			151,814,168			158,752

Dilutive earnings (loss) per common share from continuing operations	$	0.16		$	(17.36	)	$	0.17		$	(85.66	)
Dilutive loss per common share from discontinued operations		(0.01	)		(11.79	)		(0.01	)		(11.39	)
Dilutive earnings (loss) per common share attributable to common shareholders	$	0.15		$	(29.15	)		0.16		$	(97.05	)

For the three and six months ended June 30, 2025, there were 139,281,660 potential common share equivalents from warrants, preferred series C shares, and preferred series D shares excluded from the diluted earnings per share calculations as their effect is anti-dilutive.

NOTE 14—SUBSEQUENT EVENTS

In July 2025, the Company issued an aggregate of 4,011,080 common shares upon the cashless exercise of pre-funded warrants that were issued on December 16, 2024.

In July 2025, the Company issued an aggregate of 1,837,500 common shares upon the cashless exercise of series A warrants that were issued on December 16, 2024.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following financial information is derived from our financial statements and should be read in conjunction with such financial statements and notes thereto set forth elsewhere herein.

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our” and “our company” refer to 1847 Holdings LLC, a Delaware limited liability company, and its consolidated subsidiaries. References to “our manager” refer to 1847 Partners LLC, a Delaware limited liability company.

Special Note Regarding Forward Looking Statements

This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

●

our ability to effectively integrate and operate the businesses that we acquire;

●

our ability to successfully identify and acquire additional businesses;

●

our organizational structure, which may limit our ability to meet our dividend and distribution policy;

●

our ability to service and comply with the terms of indebtedness;

●

our cash flow available for distribution and our ability to make distributions to our common shareholders;

●

our ability to pay the management fee, profit allocation and put price to our manager when due;

●

labor disputes, strikes or other employee disputes or grievances;

●

the regulatory environment in which our businesses operate under;

●

trends in the industries in which our businesses operate;

●

the competitive environment in which our businesses operate;

●

changes in general economic or business conditions or economic or demographic trends in the United States including changes in interest rates and inflation;

●

our and our manager’s ability to retain or replace qualified employees of our businesses and our manager;

●

casualties, condemnation or catastrophic failures with respect to any of our business’ facilities;

●

costs and effects of legal and administrative proceedings, settlements, investigations and claims; and

●

extraordinary or force majeure events affecting the business or operations of our businesses.

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 31, 2025, or the Annual Report, and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

Overview

We are an acquisition holding company focused on acquiring and managing a group of small businesses, which we characterize as those that have an enterprise value of less than $50 million, in a variety of different industries headquartered in North America.

On September 30, 2020, our subsidiary 1847 Cabinet Inc., or 1847 Cabinet, acquired Kyle’s Custom Wood Shop, Inc., an Idaho corporation, or Kyle’s. Kyle’s is a leading custom cabinetry maker servicing contractors and homeowners since 1976 in Boise, Idaho and the surrounding area. Kyle’s focuses on designing, building, and installing custom cabinetry primarily for custom and semi-custom builders.

On March 30, 2021, our subsidiary 1847 Wolo Inc., or 1847 Wolo, acquired Wolo Mfg. Corp., a New York corporation, and Wolo Industrial Horn & Signal, Inc., a New York corporation, which we collectively refer to as Wolo. Headquartered in Deer Park, New York and founded in 1965, Wolo designs and sells horn and safety products (electric, air, truck, marine, motorcycle and industrial equipment), and offers vehicle emergency and safety warning lights for cars, trucks, industrial equipment and emergency vehicles. During the six months ended June 30, 2025, we committed to a plan to sell Wolo, which makes up the automotive supplies segment. We are currently engaged in an active program to sell Wolo, which is expected to occur in 2025.

On October 8, 2021, our subsidiary 1847 Cabinet acquired High Mountain Door & Trim Inc., a Nevada corporation, or High Mountain, which we subsequently sold on September 30, 2024 (see “—Discontinued Operations” below), and Sierra Homes, LLC d/b/a Innovative Cabinets & Design, a Nevada limited liability company, or Innovative Cabinets. Innovative Cabinets is headquartered in Reno, Nevada and was founded in 2008. It specializes in custom cabinetry and countertops for a client base consisting of single-family homeowners, builders of multi-family homes, as well as commercial clients.

On December 16, 2024, our subsidiary 1847 CMD Inc., or 1847 CMD, acquired CMD Inc., a Nevada corporation, and CMD Finish Carpentry, LLC, a Nevada limited liability company, which we collectively refer to as CMD. Headquartered in Las Vegas, Nevada and founded in 2012, CMD specializes in finish carpentry and related products and services, including doors, frames, trim, hardware, millwork, cabinetry, and specialty construction accessories for general contractors, commercial developers, residential builders and homeowners, and government entities.

Through our structure, we offer investors an opportunity to participate in the ownership and growth of a portfolio of businesses that traditionally have been owned and managed by private equity firms, private individuals or families, financial institutions or large conglomerates. We believe that our management and acquisition strategies will allow us to achieve our goals to make and grow regular distributions to our common shareholders and increase common shareholder value over time.

We seek to acquire controlling interests in small businesses that we believe operate in industries with long-term macroeconomic growth opportunities, and that have positive and stable earnings and cash flows, face minimal threats of technological or competitive obsolescence and have strong management teams largely in place. We believe that private company operators and corporate parents looking to sell their businesses will consider us to be an attractive purchaser of their businesses. We make these businesses our majority-owned subsidiaries and actively manage and grow such businesses. We expect to improve our businesses over the long term through organic growth opportunities, add-on acquisitions and operational improvements.

Management Fees

On April 15, 2013, we and our manager entered into a management services agreement, pursuant to which we are required to pay our manager a quarterly management fee equal to 0.5% of our adjusted net assets for services performed (which we refer to as the parent management fee). The amount of the parent management fee with respect to any fiscal quarter is (i) reduced by the aggregate amount of any management fees received by our manager under any offsetting management services agreements with respect to such fiscal quarter, (ii) reduced (or increased) by the amount of any over-paid (or under-paid) parent management fees received by (or owed to) our manager as of the end of such fiscal quarter, and (iii) increased by the amount of any outstanding accrued and unpaid parent management fees. We did not expense any parent management fees for the three and six months ended June 30, 2025 and 2024.

On August 21, 2020, 1847 Cabinet entered into an offsetting management services agreement with our manager, which was amended on October 8, 2021. Pursuant to the amended management services agreement, our manager will provide certain services to 1847 Cabinet in exchange for a quarterly management fee equal to the greater of $125,000 or 2% of adjusted net assets (as defined within the amended management services agreement). 1847 Cabinet expensed management fees of $125,000 for three months ended June 30, 2025 and 2024, of which $41,666 is included in discontinued operations for the three months ended June 30, 2024 due to the sale of High Mountain described under “—Discontinued Operations” below, and $250,000 for the six months ended June 30, 2025 and 2024, of which $83,333 is included in discontinued operations for the six months ended June 30, 2024 due to the sale of High Mountain described under “—Discontinued Operations” below.

On March 30, 2021, 1847 Wolo entered into an offsetting management services agreement with our manager. Pursuant to the management services agreement, our manager will provide certain services to 1847 Wolo in exchange for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined within the management services agreement). 1847 Wolo expensed management fees of $75,000 for the three months ended June 30, 2025 and 2024, and $150,000 for the six months ended June 30, 2025 and 2024, which is included in discontinued operations.

Following the foreclosure sale of all of the assets of ICU Eyewear on August 5, 2024 as described under “—Discontinued Operations” below, our manager ceased to provide services to 1847 ICU for quarterly management fees. 1847 ICU expensed management fees of $75,000 and $150,000 for the three and six months ended June 30, 2024, respectively, which is included in discontinued operations.

On December 16, 2024, 1847 CMD entered into an offsetting management services agreement with our manager. Pursuant to the management services agreement, our manager will provide certain services to 1847 CMD in exchange for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined within the management services agreement). 1847 CMD expensed management fees of $75,000 and $150,000 for the three and six months ended June 30, 2025, respectively.

In addition, if the aggregate amount of management fees paid or to be paid to our manager under the offsetting management services agreements, exceeds, or is expected to exceed, 9.5% of our gross income in any fiscal year or the parent management fee in any fiscal quarter, then the management fee to be paid by such entities shall be reduced, on a pro rata basis determined by reference to the other management fees to be paid to our manager under other offsetting management services agreements.

On a consolidated basis, our company expensed total management fees from continued operations and discontinued operations of $200,000 and $75,000 for the three months ended June 30, 2025, respectively, $83,334 and $191,666 for the three months ended June 30, 2024, respectively, $400,000 and $150,000 for the six months ended June 30, 2025, respectively, and $166,667 and $433,333 for the six months ended June 30, 2024, respectively.

Segments

Following the divestures described under “—Discontinued Operations” below, we now have one reportable segment, the construction segment, which provides finish carpentry and related products and services, including doors, frames, trim, hardware, millwork, cabinetry, and specialty construction accessories.

We report all other business activities that are not reportable in the corporate services segment. We provide general corporate services to our construction segment; however, these services are not considered when making operating decisions and assessing segment performance. The corporate services segment includes costs associated with executive management, financing activities and other public company-related costs.

Discontinued Operations

On February 9, 2023, our subsidiary 1847 ICU Holdings Inc. acquired ICU Eyewear Holdings, Inc., a California corporation, and its subsidiary ICU Eyewear, Inc., a California corporation, or ICU Eyewear, which specialized in the sale and distribution of reading eyewear and sunglasses, blue light blocking eyewear, sun readers, and other outdoor specialty sunglasses, as well as select health and personal care items, including face masks. Our company was a limited guarantor of an amended and restated credit and security agreement, or Loan Agreement, that was entered into on September 11, 2023 between AB Lending SPV I LLC d/b/a Mountain Ridge Capital, or the ICU Lender, and ICU Eyewear, ICU Eyewear Holdings, Inc. and 1847 ICU Holdings Inc. Pursuant to the Loan Agreement, the ICU Lender had a security interest in all the assets of ICU Eyewear. ICU Eyewear was in default under the Loan Agreement and consented to a foreclosure by the ICU Lender and private sale of substantially all of its assets in an Article 9 sale process, pursuant to Section 9-610 of the Uniform Commercial Code as in effect in the State of New York and Section 9-610 of the Uniform Commercial Code as in effect in the State of California. On August 5, 2024, ICU Eyecare Solutions Inc., an entity that is not affiliated with our company, was the successful bidder with a cash bid of $4,250,000. Pursuant to an agreement, dated August 5, 2024, and in consideration for such purchase price, the ICU Lender having foreclosed on its security interest in all of the assets of ICU Eyewear then conveyed all of its rights, title, and interest in all of such assets to ICU Eyecare Solutions Inc. Following the sale, we retained no financial interest in ICU Eyewear. Accordingly, the results of operations of ICU Eyewear are reported as discontinued operations for the three and six months ended June 30, 2024.

On October 8, 2021, our subsidiary 1847 Cabinet acquired High Mountain, which specialized in all aspects of finished carpentry products and services. On September 30, 2024, we entered into an asset purchase agreement with BFS Group LLC, or BFS, and High Mountain, pursuant to which we sold substantially all of the assets of Hight Mountain to BFS for an aggregate cash only purchase price of $17,000,000, subject to certain pre-closing and post-closing adjustments. At closing, the purchase price was subject to a working capital adjustment and was also reduced by the amount of outstanding indebtedness repaid at closing or assumed by BFS, as well as certain transaction expenses. Additionally, the purchase price was reduced by $1,700,000, or the Holdback Amount, which may be used for certain post-closing payments. Following the sale, we retained no financial interest in High Mountain. Accordingly, the results of operations of High Mountain are reported as discontinued operations for the three and six months ended June 30, 2024. During the six months ended June 30, 2025, we recorded a $858,039 reduction to the Holdback Amount related to the resolution of post-closing working capital adjustments, with the offsetting impact of this adjustment recognized in discontinued operations. As June 30, 2025, the balance of the Holdback Amount was $500,929.

As noted above, during the six months ended June 30, 2025, we committed to a plan to sell Wolo, which makes up the automotive supplies segment. We are currently engaged in an active program to sell Wolo, which is expected to occur in 2025. Accordingly, the results of operations of Wolo are reported as discontinued operations for the three and six months ended June 30, 2025 and 2024.

Results of Operations

Comparison of the Three Months Ended June 30, 2025 and 2024

The following table sets forth key components of our results of continuing operations during the three months ended June 30, 2025 and 2024, both in dollars and as a percentage of our revenues.

	Three Months Ended June 30,
	2025						2024
	Amount			% of Revenues			Amount			% of Revenues
Revenues	$	12,806,457			100.0	%	$	2,665,805			100.0	%
Operating expenses
Cost of revenues		6,125,355			47.8	%		1,476,547			55.4	%
Personnel		1,995,320			15.6	%		1,089,039			40.9	%
Depreciation and amortization		352,055			2.7	%		168,072			6.3	%
General and administrative		1,072,720			8.4	%		502,183			18.8	%
Professional fees		674,994			5.3	%		1,094,000			41.0	%
Loss on abandonment of right-of-use asset		112,705			0.9	%		-			-
Total operating expenses		10,333,149			80.7	%		4,329,841			162.4	%
Income (loss) from operations		2,473,308			19.3	%		(1,664,036	)		(62.4	)%
Other income (expense)
Other income		9,595			0.1	%		4,271			0.2	%
Loss on disposal of property and equipment		(2,858	)		(0.0	)%		-			-
Interest expense		(1,052,848	)		(8.2	)%		(898,747	)		(33.7	)%
Amortization of debt discounts		(472,680	)		(3.7	)%		(2,288,681	)		(85.9	)%
Loss on extinguishment of debt		(708,218	)		(5.5	)%		(778,875	)		(29.2	)%
Gain (loss) on change in fair value of derivative liabilities		220,000			1.7	%		(1,290,563	)		(48.4	)%
Gain on change in fair value of warrant liabilities		24,053,885			187.8	%		3,661,800			137.4	%
Total other income (expense)		22,046,876			172.2	%		(1,590,795	)		(59.7	)%
Net income (loss) before income taxes		24,520,184			191.5	%		(3,254,831	)		(122.1	)%
Income tax benefit (provision)		(840,000	)		(6.6	)%		308,000			11.6	%
Net income (loss) from continuing operations	$	23,680,184			184.9	%	$	(2,946,831	)		(110.5	)%

Revenues. Our construction business generates revenue through the sale of finished carpentry and related products and services. Our revenues increased by $10,140,652, or 380.4%, to $12,806,457 for the three months ended June 30, 2025 from $2,665,805 for the three months ended June 30, 2024. The increase in revenues was primarily attributed to the acquisition of CMD, which contributed $11,223,360 to revenues for the three months ended June 30, 2025.

Cost of revenues. Our cost of revenues consists of finished goods, lumber, hardware and materials and plus direct labor and related costs, net of any material discounts from vendors. Cost of revenues increased by $4,648,808, or 314.8%, to $6,125,355 for the three months ended June 30, 2025 from $1,476,547 for the three months ended June 30, 2024. Such increase was primarily attributed to the acquisition of CMD, which contributed $5,213,902 to cost of revenues for the three months ended June 30, 2025. As a percentage of revenues, cost of revenues was 47.8% and 55.4% for the three months ended June 30, 2025 and 2024, respectively.

Personnel costs. Our personnel costs include employee salaries and bonuses plus related payroll taxes. It also includes health insurance premiums, 401(k) contributions, and training costs. Our personnel costs increased by $906,281, or 83.2%, to $1,995,320 for the three months ended June 30, 2025 from $1,089,039 for the three months ended June 30, 2024. Such increase was primarily attributed to the acquisition of CMD, which contributed $1,659,589 to personnel costs for the three months ended June 30, 2025. As a percentage of revenue, personnel costs were 15.6% and 40.9% for the three months ended June 30, 2025 and 2024, respectively.

Depreciation and amortization. Our depreciation and amortization expense increased by $183,983, or 109.5%, to $352,055 for the three months ended June 30, 2025 from $168,072 for the three months ended June 30, 2024. Such increase was primarily as a result of acquired intangibles in the acquisition of CMD on December 16, 2024.

General and administrative expenses. Our general and administrative expenses consist primarily of insurance expense, rent expense, management fees, advertising, bank fees, bad debt allowances, and other general expenses incurred in connection with general operations. Our general and administrative expenses increased by $570,537, or 113.6%, to $1,072,720 for the three months ended June 30, 2025 from $502,183 for the three months ended June 30, 2024. Such increase was primarily attributed to the acquisition of CMD, which contributed $739,542 to general and administrative expenses for the three months ended June 30, 2025. As a percentage of revenue, general and administrative expenses were 8.4% and 18.8% for the three months ended June 30, 2025 and 2024, respectively.

Professional fees. Our professional fees decreased by $419,006, or 38.3%, to $674,994 for the three months ended June 30, 2025 from $1,094,000 for the three months ended June 30, 2024. Such decrease was primarily attributed to higher consulting fees, investor relations, and other public company related fees during the prior period, offset by the acquisition of CMD, which contributed $137,841 to professional fees for the three months ended June 30, 2025. As a percentage of revenue, professional fees were 5.3% and 41.0% for the three months ended June 30, 2025 and 2024, respectively.

Loss on abandonment of right-of-use asset. In May 2025, we determined that a right-of-use asset associated with a warehouse facility was impaired due to a change in circumstances. The impairment resulted from our decision to close the facility and relocate operations to another site. As a result, we recognized an impairment loss of $112,705 related to the abandoned lease during the three months ended June 30, 2025.

Total other income (expense). We had $22,046,876 in total other income, net, for the three months ended June 30, 2025, as compared to other expense, net, of $1,590,795 for the three months ended June 30, 2024. Other income, net, for the three months ended June 30, 2025 consisted of a gain on change in fair value of derivative liabilities of $220,000, a gain on change in fair value of warrant liabilities of $24,053,885, and other income of $9,595, offset by interest expense of $1,052,848, amortization of debt discounts of $472,680, a loss on extinguishment of debt of $708,218, and a loss on disposal of property and equipment of $2,858. Other expense, net, for the three months ended June 30, 2024 consisted of interest expense of $898,747, amortization of debt discounts of $2,288,681, a loss on extinguishment of debt of $778,875, and a loss on change in fair value of derivative liabilities of $1,290,563, offset by a gain on change in fair value of warrant liabilities of $3,661,800 and other income of $4,271.

Income tax benefit (provision). We had an income tax expense of $840,000 for the three months ended June 30, 2025, as compared to an income tax benefit of $308,000 for the three months ended June 30, 2024.

Net income (loss) from continuing operations. As a result of the cumulative effect of the factors described above, we had a net income from continuing operations of $23,680,184 for the three months ended June 30, 2025, as compared to a net loss from continuing operations of $2,946,831 for the three months ended June 30, 2024.

Comparison of the Six Months Ended June 30, 2025 and 2024

The following table sets forth key components of our results of continuing operations during the six months ended June 30, 2025 and 2024, both in dollars and as a percentage of our revenues.

	Six Months Ended June 30,
	2025						2024
	Amount			% of Revenues			Amount			% of Revenues
Revenues	$	22,889,929			100.0	%	$	4,750,259			100.0	%
Operating expenses
Cost of revenues		11,000,345			48.1	%		2,659,246			56.0	%
Personnel		3,743,560			16.4	%		1,999,630			42.1	%
Depreciation and amortization		703,445			3.1	%		340,182			7.2	%
General and administrative		2,181,632			9.5	%		944,081			19.9	%
Professional fees		2,773,556			12.1	%		3,639,189			76.6	%
Loss on abandonment of right-of-use asset		112,705			0.5	%		-			-
Total operating expenses		20,515,243			89.6	%		9,582,328			201.7	%
Income (loss) from operations		2,374,686			10.4	%		(4,832,069	)		(101.7	)%
Other income (expense)
Other income		10,322			0.0	%		7,609			0.2	%
Gain on disposal of property and equipment		50,696			0.2	%		-			-
Interest expense		(2,176,424	)		(9.5	)%		(1,900,517	)		(40.0	)%
Amortization of debt discounts		(937,730	)		(4.1	)%		(5,880,788	)		(123.8	)%
Loss on extinguishment of debt		(3,009,416	)		(13.1	)%		(1,200,750	)		(25.3	)%
Gain (loss) on change in fair value of derivative liabilities		185,000			0.8	%		(1,903,025	)		(40.1	)%
Gain on change in fair value of warrant liabilities		27,723,683			121.1	%		1,759,600			37.0	%
Total other income (expense)		21,846,131			95.4	%		(9,117,871	)		(191.9	)%
Net income (loss) before income taxes		24,220,817			105.8	%		(13,949,940	)		(293.7	)%
Income tax benefit (provision)		(768,000	)		(3.4	)%		397,000			8.4	%
Net income (loss) from continuing operations	$	23,452,817			102.5	%	$	(13,552,940	)		(285.3	)%

Revenues. Our revenues increased by $18,139,670, or 381.9%, to $22,889,929 for the six months ended June 30, 2025 from $4,750,259 for the six months ended June 30, 2024. The increase in revenues was primarily attributed to the acquisition of CMD, which contributed $19,444,480 to revenues for the six months ended June 30, 2025.

Cost of revenues. Cost of revenues increased by $8,341,099, or 313.7%, to $11,000,345 for the six months ended June 30, 2025 from $2,659,246 for the six months ended June 30, 2024. Such increase was primarily attributed to the acquisition of CMD, which contributed $9,112,737 to cost of revenues for the six months ended June 30, 2025. As a percentage of revenues, cost of revenues was 48.1% and 56.0% for the six months ended June 30, 2025 and 2024, respectively.

Personnel costs. Our personnel costs increased by $1,743,930, or 87.2%, to $3,743,560 for the six months ended June 30, 2025 from $1,999,630 for the six months ended June 30, 2024. Such increase was primarily attributed to the acquisition of CMD, which contributed $3,179,738 to personnel costs for the six months ended June 30, 2025. As a percentage of revenue, personnel costs were 16.4% and 42.1% for the six months ended June 30, 2025 and 2024, respectively.

Depreciation and amortization. Our depreciation and amortization expense increased by $363,263, or 106.8%, to $703,445 for the six months ended June 30, 2025 from $340,182 for the six months ended June 30, 2024. Such increase was primarily as a result of acquired intangibles in the acquisition of CMD on December 16, 2024.

General and administrative expenses. Our general and administrative expenses increased by $1,237,551, or 131.1%, to $2,181,632 for the six months ended June 30, 2025 from $944,081 for the six months ended June 30, 2024. Such increase was primarily attributed to the acquisition of CMD, which contributed $1,372,785 to general and administrative expenses for the six months ended June 30, 2025. As a percentage of revenue, general and administrative expenses were 9.5% and 19.9% for the six months ended June 30, 2025 and 2024, respectively.

Professional fees. Our professional fees decreased by $865,633, or 23.8%, to $2,773,556 for the six months ended June 30, 2025 from $3,639,189 for the six months ended June 30, 2024. Such decrease was primarily attributed to higher consulting fees, investor relations, and other public company related fees during the prior period, offset by the acquisition of CMD, which contributed $850,820 to professional fees for the six months ended June 30, 2025. As a percentage of revenue, professional fees were 12.1% and 76.6% for the six months ended June 30, 2025 and 2024, respectively.

Total other income (expense). We had $21,846,131 in total other income, net, for the six months ended June 30, 2025, as compared to other expense, net, of $9,117,871 for the six months ended June 30, 2024. Other income, net, for the six months ended June 30, 2025 consisted of a gain on change in fair value of derivative liabilities of $185,000, a gain on change in fair value of warrant liabilities of $27,723,683, a gain on disposal of property and equipment of $50,696, and other income of $10,322, offset by interest expense of $2,176,424, amortization of debt discounts of $937,730, and a loss on extinguishment of debt of $3,009,416. Other expense, net, for the six months ended June 30, 2024 consisted of interest expense of $1,900,517, amortization of debt discounts of $5,880,788, a loss on extinguishment of debt of $1,200,750, and a loss on change in fair value of derivative liabilities of $1,903,025, offset by a gain on change in fair value of warrant liabilities of $1,759,600 and other income of $7,609.

Income tax benefit (provision). We had an income tax expense of $768,000 for the six months ended June 30, 2025, as compared to an income tax benefit of $397,000 for the six months ended June 30, 2024.

Net income (loss) from continuing operations. As a result of the cumulative effect of the factors described above, we had a net income from continuing operations of $23,452,817 for the six months ended June 30, 2025, as compared to a net loss from continuing operations of $13,552,940 for the six months ended June 30, 2024.

Liquidity and Capital Resources

As of June 30, 2025, we had cash and cash equivalents of $1,033,578 and restricted cash of $500,929. To date, we have financed our operations primarily through revenue generated from operations, cash proceeds from financing activities, borrowings, and equity contributions by our shareholders.

Management plans to address the above as needed by securing additional bank lines of credit and obtaining additional financing through debt or equity transactions. Management has implemented tight cost controls to conserve cash.

The ability of our company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and to eventually attain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if our company is unable to continue as a going concern. If our company is unable to obtain adequate capital, it could be forced to cease operations.

We believe additional funds are required to execute our business plan and our strategy of acquiring additional businesses. The funds required to execute our business plan will depend on the size, capital structure and purchase price consideration that the seller of a target business deems acceptable in a given transaction. The amount of funds needed to execute our business plan also depends on what portion of the purchase price of a target business the seller of that business is willing to take in the form of seller notes or our equity or equity in one of our subsidiaries. We will seek growth as funds become available from cash flow, borrowings, additional capital raised privately or publicly, or seller retained financing.

Our primary use of funds will be for future acquisitions, public company expenses including regular distributions to our shareholders, investments in future acquisitions, payments to our manager pursuant to the management services agreement, potential payment of profit allocation to our manager and potential put price to our manager in respect of the allocation shares it owns. The management fee, expenses, potential profit allocation and potential put price are paid before distributions to shareholders and may be significant and exceed the funds we hold, which may require us to dispose of assets or incur debt to fund such expenditures. See Item 1. “Business—Our Manager” included in the Annual Report for more information concerning the management fee, the profit allocation and put price.

The amount of management fee paid to our manager by us is reduced by the aggregate amount of any offsetting management fees, if any, received by our manager from any of our businesses. As a result, the management fee paid to our manager may fluctuate from quarter to quarter. The amount of management fee paid to our manager may represent a significant cash obligation. In this respect, the payment of the management fee will reduce the amount of cash available for distribution to shareholders.

Our manager, as holder of 100% of our allocation shares, is entitled to receive a twenty percent (20%) profit allocation as a form of preferred equity distribution, subject to an annual hurdle rate of eight percent (8%), as follows. Upon the sale of a subsidiary, our manager will be paid a profit allocation if the sum of (i) the excess of the gain on the sale of such subsidiary over a high-water mark plus (ii) the subsidiary’s net income since its acquisition by us exceeds the 8% hurdle rate. The 8% hurdle rate is the product of (i) a 2% rate per quarter, multiplied by (ii) the number of quarters such subsidiary was held by us, multiplied by (iii) the subsidiary’s average share (determined based on gross assets, generally) of our consolidated net equity (determined according to U.S. generally accepted accounting principles, or GAAP, with certain adjustments). In certain circumstances, after a subsidiary has been held for at least 5 years, our manager may also trigger a profit allocation with respect to such subsidiary (determined based solely on the subsidiary’s net income since its acquisition). The amount of profit allocation may represent a significant cash payment and is senior in right to payments of distributions to our shareholders. Therefore, the amount of profit allocation paid, when paid, will reduce the amount of cash available to us for our operating and investing activities, including future acquisitions. See Item 1. “Business—Our Manager—Our Manager as an Equity Holder—Manager’s Profit Allocation” included in the Annual Report for more information on the calculation of the profit allocation.

Our operating agreement also contains a supplemental put provision, which gives our manager the right, subject to certain conditions, to cause us to purchase the allocation shares then owned by our manager upon termination of the management services agreement. The amount of put price under the supplemental put provision is determined by assuming all of our subsidiaries are sold at that time for their fair market value and then calculating the amount of profit allocation would be payable in such a case. If the management services agreement is terminated for any reason other than our manager’s resignation, the payment to our manager could be as much as twice the amount of such hypothetical profit allocation. As is the case with profit allocation, the calculation of the put price is complex and based on many factors that cannot be predicted with any certainty at this time. See Item 1. “Business—Our Manager—Our Manager as an Equity Holder—Supplemental Put Provision” included in the Annual Report for more information on the calculation of the put price. The put price obligation, if our manager exercises its put right, will represent a significant cash payment and is senior in right to payments of distributions to our shareholders. Therefore, the amount of put price will reduce the amount of cash available to us for our operating and investing activities, including future acquisitions.

Summary of Cash Flow

The following table provides detailed information about our net cash flows from continuing operations for the periods indicated:

	Six Months Ended June 30,
	2025			2024
Net cash provided by (used in) operating activities from continuing operations	$	973,606		$	(4,696,037	)
Net cash used in investing activities		(880,518	)		-
Net cash (used in) provided by financing activities from continuing operations		(2,374,635	)		4,644,899
Net change in cash and cash equivalents and restricted cash		(2,281,547	)		(51,138	)
Cash and cash equivalents at the beginning of period		3,816,054			610,182
Cash and cash equivalents and restricted cash at the end of period	$	1,534,507		$	559,044

Net cash provided by operating activities from continuing operations was $973,606 for the six months ended June 30, 2025, as compared to net cash used in operating activities from continuing operations of $4,696,037 for the six months ended June 30, 2024. Significant factors affecting the increase in net cash used in operating activities were a result of a change from a net loss to net income and increased accounts payable and accrued expenses, offset by increased accounts receivable and contract assets.

Net cash used in investing activities was $880,518 for the six months ended June 30, 2025, as compared to $0 for the six months ended June 30, 2024. The increase in the net cash used in investing activities was primarily a result of a reduction in the Holdback Amount, and purchases of property and equipment, offset by proceeds received in the disposal of property and equipment.

Net cash used in financing activities from continuing operations was $2,374,635 for the six months ended June 30, 2025, as compared to net cash provided by financing activities from continuing operations of $4,644,899 for the six months ended June 30, 2024. The decrease in the net cash provided by financing activities was primarily a result of no debt or equity offerings, as well as increased repayments of notes payable, during the current period.

Debt

The following table shows aggregate figures for our total debt that is coming due in the short and long term as of June 30, 2025. For a complete description of the terms of our outstanding debt, please see Note 10 and 11 to our condensed consolidated financial statements above and Notes 14, 15 and 16 to our consolidated financial statements for the years ended December 31, 2024 and 2023 included in the Annual Report.

	Short-Term			Long-Term		Total Debt
Notes Payable
Vehicle loans	$	29,489		$	-	$	29,489
6% Subordinated promissory note		500,000			-		500,000
Purchase and sale of future revenues loan		1,107,000			-		1,107,000
12% subordinated promissory note for services		750,000			-		750,000
20% OID subordinated promissory notes		3,876,898			-		3,876,898
25% OID subordinated promissory note		1,455,600			-		1,455,600
Total notes payable		7,718,987			-		7,718,987
Less: debt discounts		(296,271	)		-		(296,271	)
Total notes payable, net		7,422,716			-		7,422,716

Related Party Notes Payable
Related party promissory note		616,883			950,738		1,567,621

Convertible Notes Payable
Secured convertible promissory notes		22,819,184			-		22,819,184
Less: debt discounts		(351,601	)		-		(351,601	)
Total convertible notes payable, net		22,467,583			-		22,467,583

Finance Leases
Finance leases		187,201			328,290		515,491

Total combined total debt	$	31,342,255		$	1,279,028	$	32,621,283
Less: combined debt discounts		(647,872	)		-		(647,872	)
Total combined total debt, net	$	30,694,383		$	1,279,028	$	31,973,411

Contractual Obligations

Our principal commitments consist mostly of obligations under the loans described above and other contractual commitments described below.

We have engaged our manager to manage our day-to-day operations and affairs. Our relationship with our manager will be governed principally by the following agreements:

●

the management services agreement and offsetting management services agreements relating to the management services our manager will perform for us and the businesses we own and the management fee to be paid to our manager in respect thereof; and

●

our operating agreement setting forth our manager’s rights with respect to the allocation shares it owns, including the right to receive profit allocations from us, and the supplemental put provision relating to our manager’s right to cause us to purchase the allocation shares it owns.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

The preparation of the unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in the Annual Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result of this evaluation, our chief executive officer and chief financial officer have concluded that, because of the material weaknesses described in Item 9A “Controls and Procedures” of the Annual Report, which we are still in the process of remediating as of June 30, 2025, our disclosure controls and procedures were not effective as of June 30, 2025. Investors are directed to Item 9A of the Annual Report for the description of these weaknesses. Notwithstanding the identified material weaknesses, management, including our chief executive officer and chief financial officer, believes the consolidated financial statements included in this report fairly represent, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with GAAP.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure

Changes in Internal Control Over Financial Reporting

Other than the remedial changes described below, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

As disclosed in the Annual Report, our management has identified the steps necessary to address the material weaknesses, and in the second quarter of 2025, we continued to implement the following remedial procedures:

●

increasing personnel resources and technical accounting expertise within the accounting function (until we have sufficient technical accounting resources, we have engaged external consultants to provide support and to assist us in our evaluation of more complex applications of GAAP);

●

engaging internal control consultants to assist us in performing a financial reporting risk assessment as well as identifying and designing our system of internal controls necessary to mitigate the risks identified; and

●

preparation of written documentation of our internal control policies and procedures.

We continue to enhance corporate oversight over process-level controls and structures to ensure that there is an appropriate assignment of authority, responsibility, and accountability to enable remediation of our material weaknesses. While management believes that the steps that we have taken and plan to take will be sufficient to remediate the identified material weaknesses and improve the overall system of internal control over financial reporting, the material weaknesses cannot be considered remediated until the applicable relevant controls operate for a sufficient period of time. As we continue to evaluate, and work to improve, our internal control over financial reporting, management may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS.

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We have not sold any equity securities during the three months ended June 30, 2025 that were not previously disclosed in a current report on Form 8-K that was filed during the quarter.

We did not repurchase any of our common shares during the three months ended June 30, 2025.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit No.		Description of Exhibit
3.1		Certificate of Formation of 1847 Holdings LLC (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on February 7, 2014)
3.2		Second Amended and Restated Operating Agreement of 1847 Holdings LLC, dated January 19, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 22, 2018)
3.3		Amendment No. 1 to Second Amended and Restated Operating Agreement (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 11, 2021)
3.4		Amendment No. 2 to Second Amended and Restated Operating Agreement of 1847 Holdings LLC, dated October 16, 2023 (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on October 16, 2023)
3.5		Amendment No. 3 to Second Amended and Restated Operating Agreement of 1847 Holdings LLC, dated December 19, 2023 (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1 filed on January 24, 2024)
3.6		Amendment No. 4 to Second Amended and Restated Operating Agreement of 1847 Holdings LLC, dated March 11, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 17, 2025)
4.1		Amended and Restated Share Designation of Series A Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 1, 2021)

4.2		Amendment No. 1 to Amended and Restated Share Designation of Series A Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on October 5, 2021)
4.3		Share Designation of Series C Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 23, 2024)
4.4		Share Designation of Series D Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q filed on August 19, 2024)
4.5		Share Designation of Series F Convertible Preferred Shares (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 31, 2025)
4.6		Form of Pre-Funded Warrant to Purchase Common Shares, dated December 16, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on December 18, 2024)
4.7		Form of Series A Warrant to Purchase Common Shares, dated December 16, 2024 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on December 18, 2024)
4.8		Form of Series B Warrant to Purchase Common Shares, dated December 16, 2024 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on December 18, 2024)
4.9		Form of Series B Warrant to Purchase Common Shares, dated October 30, 2024 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on October 31, 2024)
4.10		Form of Common Share Purchase Warrant issued by 1847 Holdings LLC on May 8, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 14, 2024)
4.11		Common Share Purchase Warrant issued by 1847 Holdings LLC to Spartan Capital Securities, LLC on May 8, 2024 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on May 14, 2024)
4.12		Warrant Agency Agreement, dated August 11, 2023, between 1847 Holdings LLC and VStock Transfer, LLC and Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 14, 2023)
4.13		Common Share Purchase Warrant issued by 1847 Holdings LLC to Spartan Capital Securities, LLC on August 11, 2023 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on August 14, 2023)
4.14		Common Share Purchase Warrant issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on February 22, 2023 (incorporated by reference to Exhibit 4.6 to Amendment No. 1 to Registration Statement on Form S-3 filed on April 28, 2023)
4.15		Common Share Purchase Warrant issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on February 9, 2023 (incorporated by reference to Exhibit 4.10 to Amendment No. 1 to Registration Statement on Form S-3 filed on April 28, 2023)
4.16		Common Share Purchase Warrant issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on February 3, 2023 (incorporated by reference to Exhibit 4.13 to Amendment No. 1 to Registration Statement on Form S-3 filed on April 28, 2023)
4.17		Warrant Agent Agreement, dated January 3, 2023, between 1847 Holdings LLC and VStock Transfer, LLC and form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on January 9, 2023)
4.18		Common Share Purchase Warrant issued to Craft Capital Management LLC on August 5, 2022 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 8, 2022)
4.19		Common Share Purchase Warrant issued to R.F. Lafferty & Co. Inc. on August 5, 2022 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on August 8, 2022)
4.20		Warrant for Common Shares issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on July 8, 2022 (incorporated by reference to Exhibit 4.18 to the Registration Statement on Form S-3 filed on February 1, 2023)
4.21		Warrant for Common Shares issued by 1847 Holdings LLC to Leonite Capital LLC on October 8, 2021 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on October 13, 2021)
10.1*		8% Promissory Note issued by 1847 Cabinet Inc. to Stephen Mallatt, Jr. and Rita Mallatt on June 27, 2025
31.1*		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set

*	Filed herewith
**	Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 14, 2025	1847 HOLDINGS LLC

	/s/ Ellery W. Roberts
	Name:	Ellery W. Roberts
	Title:	Chief Executive Officer
	(Principal Executive Officer)

	/s/ Vernice L. Howard
	Name:	Vernice L. Howard
	Title:	Chief Financial Officer
	(Principal Financial and Accounting Officer)

NONE 0001599407 false Q2 --12-31 0001599407 2025-01-01 2025-06-30 0001599407 2025-08-13 0001599407 2025-06-30 0001599407 2024-12-31 0001599407 us-gaap:RelatedPartyMember 2025-06-30 0001599407 us-gaap:RelatedPartyMember 2024-12-31 0001599407 us-gaap:SeriesAPreferredStockMember 2025-06-30 0001599407 us-gaap:SeriesAPreferredStockMember 2024-12-31 0001599407 us-gaap:SeriesCPreferredStockMember 2025-06-30 0001599407 us-gaap:SeriesCPreferredStockMember 2024-12-31 0001599407 us-gaap:SeriesDPreferredStockMember 2025-06-30 0001599407 us-gaap:SeriesDPreferredStockMember 2024-12-31 0001599407 us-gaap:SeriesFPreferredStockMember 2025-06-30 0001599407 us-gaap:SeriesFPreferredStockMember 2024-12-31 0001599407 2025-04-01 2025-06-30 0001599407 2024-04-01 2024-06-30 0001599407 2024-01-01 2024-06-30 0001599407 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2024-12-31 0001599407 us-gaap:SeriesCPreferredStockMember us-gaap:PreferredStockMember 2024-12-31 0001599407 us-gaap:SeriesDPreferredStockMember us-gaap:PreferredStockMember 2024-12-31 0001599407 us-gaap:SeriesFPreferredStockMember us-gaap:PreferredStockMember 2024-12-31 0001599407 efsh:AllocationSharesMember 2024-12-31 0001599407 us-gaap:CommonStockMember 2024-12-31 0001599407 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001599407 us-gaap:RetainedEarningsMember 2024-12-31 0001599407 us-gaap:NoncontrollingInterestMember 2024-12-31 0001599407 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2025-01-01 2025-03-31 0001599407 us-gaap:SeriesCPreferredStockMember us-gaap:PreferredStockMember 2025-01-01 2025-03-31 0001599407 us-gaap:SeriesDPreferredStockMember us-gaap:PreferredStockMember 2025-01-01 2025-03-31 0001599407 us-gaap:SeriesFPreferredStockMember us-gaap:PreferredStockMember 2025-01-01 2025-03-31 0001599407 efsh:AllocationSharesMember 2025-01-01 2025-03-31 0001599407 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001599407 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001599407 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001599407 us-gaap:NoncontrollingInterestMember 2025-01-01 2025-03-31 0001599407 2025-01-01 2025-03-31 0001599407 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2025-03-31 0001599407 us-gaap:SeriesCPreferredStockMember us-gaap:PreferredStockMember 2025-03-31 0001599407 us-gaap:SeriesDPreferredStockMember us-gaap:PreferredStockMember 2025-03-31 0001599407 us-gaap:SeriesFPreferredStockMember us-gaap:PreferredStockMember 2025-03-31 0001599407 efsh:AllocationSharesMember 2025-03-31 0001599407 us-gaap:CommonStockMember 2025-03-31 0001599407 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001599407 us-gaap:RetainedEarningsMember 2025-03-31 0001599407 us-gaap:NoncontrollingInterestMember 2025-03-31 0001599407 2025-03-31 0001599407 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2025-04-01 2025-06-30 0001599407 us-gaap:SeriesCPreferredStockMember us-gaap:PreferredStockMember 2025-04-01 2025-06-30 0001599407 us-gaap:SeriesDPreferredStockMember us-gaap:PreferredStockMember 2025-04-01 2025-06-30 0001599407 us-gaap:SeriesFPreferredStockMember us-gaap:PreferredStockMember 2025-04-01 2025-06-30 0001599407 efsh:AllocationSharesMember 2025-04-01 2025-06-30 0001599407 us-gaap:CommonStockMember 2025-04-01 2025-06-30 0001599407 us-gaap:AdditionalPaidInCapitalMember 2025-04-01 2025-06-30 0001599407 us-gaap:RetainedEarningsMember 2025-04-01 2025-06-30 0001599407 us-gaap:NoncontrollingInterestMember 2025-04-01 2025-06-30 0001599407 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2025-06-30 0001599407 us-gaap:SeriesCPreferredStockMember us-gaap:PreferredStockMember 2025-06-30 0001599407 us-gaap:SeriesDPreferredStockMember us-gaap:PreferredStockMember 2025-06-30 0001599407 us-gaap:SeriesFPreferredStockMember us-gaap:PreferredStockMember 2025-06-30 0001599407 efsh:AllocationSharesMember 2025-06-30 0001599407 us-gaap:CommonStockMember 2025-06-30 0001599407 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0001599407 us-gaap:RetainedEarningsMember 2025-06-30 0001599407 us-gaap:NoncontrollingInterestMember 2025-06-30 0001599407 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2023-12-31 0001599407 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2023-12-31 0001599407 us-gaap:SeriesDPreferredStockMember us-gaap:PreferredStockMember 2023-12-31 0001599407 efsh:AllocationSharesMember 2023-12-31 0001599407 us-gaap:CommonStockMember 2023-12-31 0001599407 us-gaap:ReceivablesFromStockholderMember 2023-12-31 0001599407 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001599407 us-gaap:RetainedEarningsMember 2023-12-31 0001599407 us-gaap:NoncontrollingInterestMember 2023-12-31 0001599407 2023-12-31 0001599407 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2024-01-01 2024-03-31 0001599407 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2024-01-01 2024-03-31 0001599407 us-gaap:SeriesDPreferredStockMember us-gaap:PreferredStockMember 2024-01-01 2024-03-31 0001599407 efsh:AllocationSharesMember 2024-01-01 2024-03-31 0001599407 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001599407 us-gaap:ReceivablesFromStockholderMember 2024-01-01 2024-03-31 0001599407 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001599407 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001599407 us-gaap:NoncontrollingInterestMember 2024-01-01 2024-03-31 0001599407 2024-01-01 2024-03-31 0001599407 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2024-03-31 0001599407 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2024-03-31 0001599407 us-gaap:SeriesDPreferredStockMember us-gaap:PreferredStockMember 2024-03-31 0001599407 efsh:AllocationSharesMember 2024-03-31 0001599407 us-gaap:CommonStockMember 2024-03-31 0001599407 us-gaap:ReceivablesFromStockholderMember 2024-03-31 0001599407 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001599407 us-gaap:RetainedEarningsMember 2024-03-31 0001599407 us-gaap:NoncontrollingInterestMember 2024-03-31 0001599407 2024-03-31 0001599407 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2024-04-01 2024-06-30 0001599407 us-gaap:SeriesDPreferredStockMember us-gaap:PreferredStockMember 2024-04-01 2024-06-30 0001599407 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2024-04-01 2024-06-30 0001599407 efsh:AllocationSharesMember 2024-04-01 2024-06-30 0001599407 us-gaap:CommonStockMember 2024-04-01 2024-06-30 0001599407 us-gaap:ReceivablesFromStockholderMember 2024-04-01 2024-06-30 0001599407 us-gaap:AdditionalPaidInCapitalMember 2024-04-01 2024-06-30 0001599407 us-gaap:RetainedEarningsMember 2024-04-01 2024-06-30 0001599407 us-gaap:NoncontrollingInterestMember 2024-04-01 2024-06-30 0001599407 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2024-06-30 0001599407 us-gaap:SeriesDPreferredStockMember us-gaap:PreferredStockMember 2024-06-30 0001599407 efsh:AllocationSharesMember 2024-06-30 0001599407 us-gaap:CommonStockMember 2024-06-30 0001599407 us-gaap:ReceivablesFromStockholderMember 2024-06-30 0001599407 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001599407 us-gaap:RetainedEarningsMember 2024-06-30 0001599407 us-gaap:NoncontrollingInterestMember 2024-06-30 0001599407 2024-06-30 0001599407 efsh:ICULoanAgreementMember 2024-08-05 0001599407 2024-09-30 2024-09-30 0001599407 efsh:WoloMember 2025-06-30 0001599407 efsh:WoloMember 2024-12-31 0001599407 efsh:WoloMember 2025-04-01 2025-06-30 0001599407 efsh:WoloMember 2024-04-01 2024-06-30 0001599407 efsh:WoloMember 2025-01-01 2025-06-30 0001599407 efsh:WoloMember 2024-01-01 2024-06-30 0001599407 efsh:AsiensMember 2024-01-01 2024-06-30 0001599407 efsh:ICUEyewearMember 2024-04-01 2024-06-30 0001599407 efsh:ICUEyewearMember 2024-01-01 2024-06-30 0001599407 efsh:HighMountainMember 2024-04-01 2024-06-30 0001599407 efsh:HighMountainMember 2024-01-01 2024-06-30 0001599407 efsh:CabinetryAndMillworkMember 2025-04-01 2025-06-30 0001599407 efsh:CabinetryAndMillworkMember 2024-04-01 2024-06-30 0001599407 efsh:CabinetryAndMillworkMember 2025-01-01 2025-06-30 0001599407 efsh:CabinetryAndMillworkMember 2024-01-01 2024-06-30 0001599407 efsh:DoorsFramesHardwareAndTrimMember 2025-04-01 2025-06-30 0001599407 efsh:DoorsFramesHardwareAndTrimMember 2024-04-01 2024-06-30 0001599407 efsh:DoorsFramesHardwareAndTrimMember 2025-01-01 2025-06-30 0001599407 efsh:DoorsFramesHardwareAndTrimMember 2024-01-01 2024-06-30 0001599407 efsh:SpecialtyConstructionAccessoriesMember 2025-04-01 2025-06-30 0001599407 efsh:SpecialtyConstructionAccessoriesMember 2024-04-01 2024-06-30 0001599407 efsh:SpecialtyConstructionAccessoriesMember 2025-01-01 2025-06-30 0001599407 efsh:SpecialtyConstructionAccessoriesMember 2024-01-01 2024-06-30 0001599407 us-gaap:CorporateMember efsh:ConstructionsMember 2025-04-01 2025-06-30 0001599407 us-gaap:CorporateMember efsh:CorporateServiceMember 2025-04-01 2025-06-30 0001599407 us-gaap:CorporateMember 2025-04-01 2025-06-30 0001599407 efsh:CorporateAllocationMember us-gaap:CorporateMember efsh:ConstructionsMember 2025-04-01 2025-06-30 0001599407 efsh:CorporateAllocationMember us-gaap:CorporateMember efsh:CorporateServiceMember 2025-04-01 2025-06-30 0001599407 efsh:CorporateAllocationMember us-gaap:CorporateMember 2025-04-01 2025-06-30 0001599407 us-gaap:ManagementServiceMember us-gaap:CorporateMember efsh:ConstructionsMember 2025-04-01 2025-06-30 0001599407 us-gaap:ManagementServiceMember us-gaap:CorporateMember efsh:CorporateServiceMember 2025-04-01 2025-06-30 0001599407 us-gaap:ManagementServiceMember us-gaap:CorporateMember 2025-04-01 2025-06-30 0001599407 us-gaap:CorporateMember efsh:ConstructionsMember 2024-04-01 2024-06-30 0001599407 us-gaap:CorporateMember efsh:CorporateServiceMember 2024-04-01 2024-06-30 0001599407 us-gaap:CorporateMember 2024-04-01 2024-06-30 0001599407 efsh:CorporateAllocationMember us-gaap:CorporateMember efsh:ConstructionsMember 2024-04-01 2024-06-30 0001599407 efsh:CorporateAllocationMember us-gaap:CorporateMember efsh:CorporateServiceMember 2024-04-01 2024-06-30 0001599407 efsh:CorporateAllocationMember us-gaap:CorporateMember 2024-04-01 2024-06-30 0001599407 us-gaap:ManagementServiceMember us-gaap:CorporateMember efsh:ConstructionsMember 2024-04-01 2024-06-30 0001599407 us-gaap:ManagementServiceMember us-gaap:CorporateMember efsh:CorporateServiceMember 2024-04-01 2024-06-30 0001599407 us-gaap:ManagementServiceMember us-gaap:CorporateMember 2024-04-01 2024-06-30 0001599407 us-gaap:CorporateMember efsh:ConstructionsMember 2025-01-01 2025-06-30 0001599407 us-gaap:CorporateMember efsh:CorporateServiceMember 2025-01-01 2025-06-30 0001599407 us-gaap:CorporateMember 2025-01-01 2025-06-30 0001599407 efsh:CorporateAllocationMember us-gaap:CorporateMember efsh:ConstructionsMember 2025-01-01 2025-06-30 0001599407 efsh:CorporateAllocationMember us-gaap:CorporateMember efsh:CorporateServiceMember 2025-01-01 2025-06-30 0001599407 efsh:CorporateAllocationMember us-gaap:CorporateMember 2025-01-01 2025-06-30 0001599407 us-gaap:ManagementServiceMember us-gaap:CorporateMember efsh:ConstructionsMember 2025-01-01 2025-06-30 0001599407 us-gaap:ManagementServiceMember us-gaap:CorporateMember 2025-01-01 2025-06-30 0001599407 us-gaap:CorporateMember efsh:ConstructionsMember 2024-01-01 2024-06-30 0001599407 us-gaap:CorporateMember efsh:CorporateServiceMember 2024-01-01 2024-06-30 0001599407 us-gaap:CorporateMember 2024-01-01 2024-06-30 0001599407 efsh:CorporateAllocationMember us-gaap:CorporateMember efsh:ConstructionsMember 2024-01-01 2024-06-30 0001599407 efsh:CorporateAllocationMember us-gaap:CorporateMember efsh:CorporateServiceMember 2024-01-01 2024-06-30 0001599407 efsh:CorporateAllocationMember us-gaap:CorporateMember 2024-01-01 2024-06-30 0001599407 us-gaap:ManagementServiceMember us-gaap:CorporateMember efsh:ConstructionsMember 2024-01-01 2024-06-30 0001599407 us-gaap:ManagementServiceMember us-gaap:CorporateMember efsh:CorporateServiceMember 2024-01-01 2024-06-30 0001599407 us-gaap:ManagementServiceMember us-gaap:CorporateMember 2024-01-01 2024-06-30 0001599407 us-gaap:AllOtherSegmentsMember efsh:ConstructionsMember 2025-06-30 0001599407 us-gaap:AllOtherSegmentsMember efsh:CorporateServicesMember 2025-06-30 0001599407 us-gaap:AllOtherSegmentsMember 2025-06-30 0001599407 us-gaap:PropertyPlantAndEquipmentMember us-gaap:EquipmentMember 2025-06-30 0001599407 us-gaap:PropertyPlantAndEquipmentMember us-gaap:EquipmentMember 2024-12-31 0001599407 us-gaap:PropertyPlantAndEquipmentMember us-gaap:OfficeEquipmentMember 2025-06-30 0001599407 us-gaap:PropertyPlantAndEquipmentMember us-gaap:OfficeEquipmentMember 2024-12-31 0001599407 us-gaap:PropertyPlantAndEquipmentMember us-gaap:TransportationEquipmentMember 2025-06-30 0001599407 us-gaap:PropertyPlantAndEquipmentMember us-gaap:TransportationEquipmentMember 2024-12-31 0001599407 us-gaap:PropertyPlantAndEquipmentMember us-gaap:LeaseholdImprovementsMember 2025-06-30 0001599407 us-gaap:PropertyPlantAndEquipmentMember us-gaap:LeaseholdImprovementsMember 2024-12-31 0001599407 us-gaap:PropertyPlantAndEquipmentMember 2025-06-30 0001599407 us-gaap:PropertyPlantAndEquipmentMember 2024-12-31 0001599407 us-gaap:CustomerRelatedIntangibleAssetsMember 2025-06-30 0001599407 us-gaap:CustomerRelatedIntangibleAssetsMember 2024-12-31 0001599407 us-gaap:MarketingRelatedIntangibleAssetsMember 2025-06-30 0001599407 us-gaap:MarketingRelatedIntangibleAssetsMember 2024-12-31 0001599407 2025-02-01 2025-02-28 0001599407 efsh:DelanceyLLCMember 2025-02-28 0001599407 us-gaap:FairValueInputsLevel1Member 2025-06-30 0001599407 us-gaap:FairValueInputsLevel2Member 2025-06-30 0001599407 us-gaap:FairValueInputsLevel3Member 2025-06-30 0001599407 efsh:DerivativeLiabilitiesMember 2024-12-31 0001599407 efsh:DerivativeLiabilitiesMember 2025-01-01 2025-06-30 0001599407 efsh:DerivativeLiabilitiesMember 2025-06-30 0001599407 efsh:WarrantLiabilitiesMember 2024-12-31 0001599407 efsh:WarrantLiabilitiesMember 2025-01-01 2025-06-30 0001599407 efsh:WarrantLiabilitiesMember 2025-06-30 0001599407 efsh:TwentyPercentageOIDPromissoryNotesMember 2025-03-31 0001599407 efsh:TwentyPercentageOIDPromissoryNotesMember 2025-03-31 2025-03-31 0001599407 efsh:TwentyPercentageOIDPromissoryNotesMember 2025-06-30 0001599407 srt:MinimumMember efsh:PurchaseAndSaleOfFutureRevenuesLoanMember 2025-04-24 2025-04-24 0001599407 srt:MaximumMember efsh:PurchaseAndSaleOfFutureRevenuesLoanMember 2025-04-24 2025-04-24 0001599407 efsh:PurchaseAndSaleOfFutureRevenuesLoanMember 2025-04-24 2025-04-24 0001599407 efsh:TwentyPercentageOIDPromissoryNotesMember 2025-04-24 2025-04-24 0001599407 efsh:TwentyPercentageOIDPromissoryNotesMember 2025-04-24 0001599407 efsh:PurchaseAndSaleOfFutureRevenuesLoanMember 2025-06-30 0001599407 efsh:TwelvePercentagePromissoryNoteForServicesMember 2025-05-09 2025-05-09 0001599407 efsh:VehicleLoansMember 2025-06-30 0001599407 efsh:VehicleLoansMember 2024-12-31 0001599407 efsh:SubordinatedPromissoryNotesMember 2025-06-30 0001599407 efsh:SubordinatedPromissoryNotesMember 2024-12-31 0001599407 efsh:PurchaseAndSaleOfFutureRevenuesLoanMember 2024-12-31 0001599407 efsh:OIDSubordinatedPromissoryNotesMember 2025-06-30 0001599407 efsh:OIDSubordinatedPromissoryNotesMember 2024-12-31 0001599407 efsh:SubordinatedPromissoryNoteForServicesMember 2025-06-30 0001599407 efsh:SubordinatedPromissoryNoteForServicesMember 2024-12-31 0001599407 efsh:OIDSubordinatedPromissoryNotesOneMember 2025-06-30 0001599407 efsh:OIDSubordinatedPromissoryNotesOneMember 2024-12-31 0001599407 efsh:CMDSellerPromissoryNoteMember 2025-06-30 0001599407 efsh:CMDSellerPromissoryNoteMember 2024-12-31 0001599407 efsh:OneThousandEightHundredFortySevenCabinetIncMember 2025-06-27 2025-06-27 0001599407 srt:ScenarioForecastMember efsh:OneThousandEightHundredFortySevenCabinetIncMember 2027-11-15 2027-11-15 0001599407 efsh:OneThousandEightHundredFortySevenCabinetIncMember 2025-07-15 2025-07-15 0001599407 efsh:OneThousandEightHundredFortySevenCabinetIncMember 2025-06-30 0001599407 efsh:RelatedPartyNotePayableMember 2025-06-30 0001599407 efsh:RelatedPartyNotePayableMember 2024-12-31 0001599407 efsh:SeriesASeniorConvertiblePreferredSharesMember 2025-06-30 0001599407 efsh:SeriesASeniorConvertiblePreferredSharesMember 2024-12-31 0001599407 efsh:SeriesASeniorConvertiblePreferredSharesMember 2025-04-01 2025-06-30 0001599407 efsh:SeriesASeniorConvertiblePreferredSharesMember 2025-01-01 2025-06-30 0001599407 efsh:SeriesCSeniorConvertiblePreferredSharesMember 2025-06-30 0001599407 efsh:SeriesCSeniorConvertiblePreferredSharesMember 2024-12-31 0001599407 efsh:SeriesCSeniorConvertiblePreferredSharesMember 2025-04-01 2025-06-30 0001599407 efsh:SeriesCSeniorConvertiblePreferredSharesMember 2025-01-01 2025-06-30 0001599407 efsh:SeriesDConvertiblePreferredSharesMember 2025-06-30 0001599407 efsh:SeriesDConvertiblePreferredSharesMember 2024-12-31 0001599407 efsh:SeriesDConvertiblePreferredSharesMember 2025-04-01 2025-06-30 0001599407 efsh:SeriesDConvertiblePreferredSharesMember 2025-01-01 2025-06-30 0001599407 efsh:SeriesFConvertiblePreferredShareMember 2025-06-30 0001599407 efsh:SeriesFConvertiblePreferredShareMember 2025-01-01 2025-06-30 0001599407 efsh:LiquidationRightsMember efsh:SeriesFConvertiblePreferredShareMember 2025-06-30 0001599407 efsh:SeriesFConvertiblePreferredShareMember efsh:SecuritiesPurchaseAgreementMember 2025-06-30 0001599407 us-gaap:CommonStockMember 2025-01-01 2025-06-30 0001599407 efsh:SeriesFConvertiblePreferredShareMember us-gaap:CommonStockMember 2025-03-25 2025-03-25 0001599407 efsh:SeriesFConvertiblePreferredShareMember 2025-03-25 0001599407 efsh:SeriesAWarrantsMember 2025-03-25 2025-03-25 0001599407 efsh:SeriesFConvertiblePreferredShareMember 2024-12-31 0001599407 srt:MinimumMember 2025-03-11 0001599407 srt:MaximumMember 2025-03-11 0001599407 efsh:ConvertiblePromissoryNotesMember us-gaap:CommonStockMember 2025-06-30 0001599407 efsh:PromissoryNoteMember us-gaap:CommonStockMember 2025-01-01 2025-06-30 0001599407 efsh:SeriesAWarrantsMember 2025-03-11 0001599407 efsh:SeriesBWarrantsMember 2025-03-11 0001599407 srt:MaximumMember efsh:SeriesAWarrantsMember 2025-03-11 2025-03-11 0001599407 srt:MinimumMember us-gaap:WarrantMember 2025-03-11 2025-03-11 0001599407 efsh:SeriesBWarrantsMember 2025-03-11 2025-03-11 0001599407 efsh:SeriesAWarrantsMember 2025-03-11 2025-03-11 0001599407 us-gaap:WarrantMember efsh:SeriesFConvertiblePreferredShareMember 2024-10-31 2024-10-31 0001599407 us-gaap:WarrantMember 2024-12-16 0001599407 us-gaap:WarrantMember 2025-01-01 2025-06-30 0001599407 us-gaap:WarrantMember 2025-06-30 0001599407 us-gaap:WarrantMember 2024-12-31 0001599407 efsh:PrefundedWarrantsMember 2025-07-31 0001599407 efsh:SeriesAWarrantsMember 2025-07-31 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

	1847 CABINET INC.

	By:	/s/ Ellery W. Roberts
	Name:	Ellery W. Roberts
	Title:	Executive Chairman

By:	/s/ Stephen Mallatt, Jr.
Name:	Stephen Mallatt, Jr.

By:	/s/ Rita Mallatt
Name:	Rita Mallatt

PARENT:
1847 HOLDINGS LLC

By:	/s/ Ellery W. Roberts
Name:	Ellery W. Roberts
Title:	CEO

Loan amount	$	1,567,620.64
Annual interest rate		8.00	%
Loan period in years		2.40
Number of payments per year		12
Start date of loan		7/15/2025
Optional extra payments	$	0.00

Scheduled payment	$	60,000.00
Scheduled number of payments		29
Actual number of payments		29
Total early payments	$	0.00
Total interest	$	160,552.74

Payment #		Payment date		Beginning balance		Scheduled payment		Extra payment		Total payment		Principal		Interest		Ending balance		Cumulative interest
	1		7/15/2025	$	1,567,620.64	$	60,000.00	$	0.00	$	60,000.00	$	49,549.20	$	10,450.80	$	1,518,071.44	$	10,450.80
	2		8/15/2025	$	1,518,071.44	$	60,000.00	$	0.00	$	60,000.00	$	49,879.52	$	10,120.48	$	1,468,191.92	$	20,571.28
	3		9/15/2025	$	1,468,191.92	$	60,000.00	$	0.00	$	60,000.00	$	50,212.05	$	9,787.95	$	1,417,979.87	$	30,359.23
	4		10/15/2025	$	1,417,979.87	$	60,000.00	$	0.00	$	60,000.00	$	50,546.80	$	9,453.20	$	1,367,433.07	$	39,812.43
	5		11/15/2025	$	1,367,433.07	$	60,000.00	$	0.00	$	60,000.00	$	50,883.78	$	9,116.22	$	1,316,549.29	$	48,928.65
	6		12/15/2025	$	1,316,549.29	$	60,000.00	$	0.00	$	60,000.00	$	51,223.00	$	8,777.00	$	1,265,326.28	$	57,705.64
	7		1/15/2026	$	1,265,326.28	$	60,000.00	$	0.00	$	60,000.00	$	51,564.49	$	8,435.51	$	1,213,761.79	$	66,141.15
	8		2/15/2026	$	1,213,761.79	$	60,000.00	$	0.00	$	60,000.00	$	51,908.25	$	8,091.75	$	1,161,853.54	$	74,232.90
	9		3/15/2026	$	1,161,853.54	$	60,000.00	$	0.00	$	60,000.00	$	52,254.31	$	7,745.69	$	1,109,599.23	$	81,978.59
	10		4/15/2026	$	1,109,599.23	$	60,000.00	$	0.00	$	60,000.00	$	52,602.67	$	7,397.33	$	1,056,996.55	$	89,375.91
	11		5/15/2026	$	1,056,996.55	$	60,000.00	$	0.00	$	60,000.00	$	52,953.36	$	7,046.64	$	1,004,043.20	$	96,422.56
	12		6/15/2026	$	1,004,043.20	$	60,000.00	$	0.00	$	60,000.00	$	53,306.38	$	6,693.62	$	950,736.82	$	103,116.18
	13		7/15/2026	$	950,736.82	$	60,000.00	$	0.00	$	60,000.00	$	53,661.75	$	6,338.25	$	897,075.06	$	109,454.42
	14		8/15/2026	$	897,075.06	$	60,000.00	$	0.00	$	60,000.00	$	54,019.50	$	5,980.50	$	843,055.56	$	115,434.92
	15		9/15/2026	$	843,055.56	$	60,000.00	$	0.00	$	60,000.00	$	54,379.63	$	5,620.37	$	788,675.94	$	121,055.30
	16		10/15/2026	$	788,675.94	$	60,000.00	$	0.00	$	60,000.00	$	54,742.16	$	5,257.84	$	733,933.77	$	126,313.13
	17		11/15/2026	$	733,933.77	$	60,000.00	$	0.00	$	60,000.00	$	55,107.11	$	4,892.89	$	678,826.67	$	131,206.03
	18		12/15/2026	$	678,826.67	$	60,000.00	$	0.00	$	60,000.00	$	55,474.49	$	4,525.51	$	623,352.18	$	135,731.54
	19		1/15/2027	$	623,352.18	$	60,000.00	$	0.00	$	60,000.00	$	55,844.32	$	4,155.68	$	567,507.86	$	139,887.22
	20		2/15/2027	$	567,507.86	$	60,000.00	$	0.00	$	60,000.00	$	56,216.61	$	3,783.39	$	511,291.24	$	143,670.60
	21		3/15/2027	$	511,291.24	$	60,000.00	$	0.00	$	60,000.00	$	56,591.39	$	3,408.61	$	454,699.85	$	147,079.21
	22		4/15/2027	$	454,699.85	$	60,000.00	$	0.00	$	60,000.00	$	56,968.67	$	3,031.33	$	397,731.19	$	150,110.55
	23		5/15/2027	$	397,731.19	$	60,000.00	$	0.00	$	60,000.00	$	57,348.46	$	2,651.54	$	340,382.73	$	152,762.09
	24		6/15/2027	$	340,382.73	$	60,000.00	$	0.00	$	60,000.00	$	57,730.78	$	2,269.22	$	282,651.94	$	155,031.30
	25		7/15/2027	$	282,651.94	$	60,000.00	$	0.00	$	60,000.00	$	58,115.65	$	1,884.35	$	224,536.29	$	156,915.65
	26		8/15/2027	$	224,536.29	$	60,000.00	$	0.00	$	60,000.00	$	58,503.09	$	1,496.91	$	166,033.20	$	158,412.56
	27		9/15/2027	$	166,033.20	$	60,000.00	$	0.00	$	60,000.00	$	58,893.11	$	1,106.89	$	107,140.09	$	159,519.45
	28		10/15/2027	$	107,140.09	$	60,000.00	$	0.00	$	60,000.00	$	59,285.73	$	714.27	$	47,854.35	$	160,233.71
	29		11/15/2027	$	47,854.35	$	60,000.00	$	0.00	$	47,854.35	$	47,535.33	$	319.03	$	0.00	$	160,552.74

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	/s/ Ellery W. Roberts
	Ellery W. Roberts
	Chief Executive Officer (Principal Executive Officer)

	/s/ Vernice L. Howard
	Vernice L. Howard
	Chief Financial Officer (Principal Financial and Accounting Officer)