UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026

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

Commission File No. 000-56648

NEXT BRIDGE HYDROCARBONS, INC.
(Exact name of registrant as specified in its charter)

Nevada	87-2538731
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

500 W. Texas Ave., Suite 890
Midland, TX 79701
(Address of principal executive offices)

Telephone No.: (432) 684-0018

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

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

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 ox No xo

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

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. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated Filer x	Smaller reporting company x

Emerging growth company x

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

The number of shares outstanding of the registrant’s common stock, par value $0.0001, as of ~~January~~May 127, 2026, was 264,637,563.

NEXT BRIDGE HYDROCARBONS, INC.

QUARTERLY REPORT

For the Quarter Ended ~~September~~March 3031, ~~2025~~2026

INDEX

	Page
PART I. Financial Information	7
Item 1. Financial Statements (Unaudited):	7
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	7
Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	7
Condensed Consolidated Statements of Operations - for the nine months ended September 30, 2025 and 2024	8
Condensed Consolidated Statements of Operations - for the three months ended March 31, 2026 and 2025	8
Condensed Consolidated Statements of Stockholders’ Deficit and Mezzanine Equity - for the nine months ended September 30, 2025 and 2024	9
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) and Mezzanine Equity - for the three months ended March 31, 2026 and 2025	9
Condensed Consolidated Statements of Cash Flows - for the nine months ended September 30, 2025 and 2024	10
Condensed Consolidated Statements of Cash Flows - for the three months ended March 31, 2026 and 2025	10
Notes to Condensed Consolidated Financial Statements	11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2624
Item 3. Quantitative and Qualitative Disclosure About Market Risk	3229
Item 4. Controls and Procedures	3229
PART II. Other Information	3330
Item 1. Legal Proceedings	3330
Item 1A. Risk Factors	3330
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3330
Item 3. Defaults Upon Senior Securities	3330
Item 4. Mine Safety Disclosures	3330
Item 5. Other Information	3330
Item 6. Exhibits	3431

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements may be identified by their use of terms such as “anticipate,” “assume,” “believe,” “budget,” “can,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “pending,” “plan,” “potential,” “projected,” “will,” and similar expressions are intended to identify forward-looking statements. All statements other than statements of historical facts included in this report are forward-looking statements. Forward-looking statements appear throughout this report, and include statements about such matters as:

●

amount and timing of future production of oil and natural gas;

●

amount, nature and timing of capital expenditures;

●

the number of anticipated wells to be drilled after the date hereof;

●

the availability of exploration and development opportunities;

●

our financial or operating results;

●

our cash flow and anticipated liquidity;

●

operating costs including lease operating expenses, administrative costs and other expenses;

●

finding and development costs;

●

our business strategy; and

●

other plans and objectives for future operations.

Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason. They can be affected by a number of factors, including, among others:

● the risks described in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, ~~2024~~2025;

●

the volatility of prices and supply of, and demand for, oil and natural gas;

●

the timing and success of our drilling activities;

●

the numerous uncertainties inherent in estimating quantities of oil and natural gas reserves and actual future production rates and associated costs;

●

our ability to successfully identify, execute or effectively integrate future acquisitions;

●

the usual hazards associated with the oil and natural gas industry, including fires, well blowouts, pipe failure, spills, explosions and other unforeseen hazards;

●

our ability to effectively market our oil and natural gas;

●

the availability of rigs, equipment, supplies and personnel;

●

our ability to discover or acquire additional reserves;

●

our ability to satisfy future capital requirements;

●

changes in regulatory requirements;

●

general economic conditions, status of the financial markets and competitive conditions;

●

our ability to retain key members of our senior management and key employees; and

●

our ability to renew oil and gas leases before they expire.

Moreover, we operate in a rapidly evolving environment. New risk factors and uncertainties emerge from time to time, and it is not possible for our management to predict all the risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this report relate only to events or information available to us as of the date of this report. Except as required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

DEFINITIONS

The following are abbreviations and definitions of terms commonly used in the oil and gas industry and in this report. Natural gas equivalents and crude oil equivalents are determined using the ratio of six Mcf to one barrel. ~~All~~Unless ~~references~~the context otherwise requires, all references to “us”,” “our”, ” “we”,” “NBH”,” the “Company” or “Next Bridge” mean Next Bridge Hydrocarbons, Inc. and where applicable, its consolidated subsidiaries including Torchlight Hazel, LLC, a Texas limited liability company (“Torchlight Hazel”), Hudspeth Oil Corporation, a Texas corporation (“Hudspeth”), Hudspeth Operating, LLC, a Texas limited liability company (“Hudspeth Operating”), and Torchlight Energy, Inc., a Nevada corporation (“TEI”),Wolfbone Investments LLC, a Texas limited liability company (“Wolfbone”), Wildcat Panther, LLC, a Texas limited liability company (“Panther”), Wildcat Valentine, LLC, a Texas limited liability company (“Valentine”), Wildcat Cowboy, LLC, a Texas limited liability company (“Cowboy”), Wildcat Packer, LLC, a Texas limited liability company (“Packer”).

“Bbl” means a barrel of U.S. 42 gallons of oil.

“Bcf” means one billion cubic feet of natural gas.

“BOE” means one barrel of oil equivalent.

“Completion” means the installation of permanent equipment for the production of oil or gas.

“Condensate” means natural gas in liquid form produced in connection with natural gas wells.

“Exploratory well” means a well drilled to find a new field or to find a new productive reservoir in a field previously found to be productive of oil or natural gas in another reservoir or to extend a known reservoir.

“Gross” when used with respect to acres or wells, production or reserves refers to the total acres or wells in which we or another specified person has a working interest.

“MBbls” means one thousand barrels of oil.

“Mcf” means one thousand cubic feet of natural gas.

“Net” when used with respect to acres or wells, refers to gross acres of wells multiplied, in each case, by the percentage working interest owned by us.

“NGL” refers to natural gas liquids, which is composed exclusively of carbon and hydrogen.

“Oil” means crude oil or condensate.

“Operator” means the individual or company responsible for the exploration, development, and production of an oil or gas well or lease.

“Proved developed non-producing” means reserves (i) expected to be recovered from zones capable of producing but which are shut-in because no market outlet exists at the present time or whose date of connection to a pipeline is uncertain or (ii) currently behind the pipe in existing wells, which are considered proved by virtue of successful testing or production of offsetting wells.

“Proved developed producing” means reserves expected to be recovered from currently producing zones under continuation of present operating methods. This category includes recently completed shut-in gas wells scheduled for connection to a pipeline in the near future.

“Proved developed reserves” means reserves that can be expected to be recovered through existing wells with existing equipment or operating methods.

“Proved reserves” means the estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, i.e., prices and costs as of the date the estimate is made. Prices include consideration of changes in existing prices provided by contractual arrangements.

“Proved undeveloped reserves” means reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are limited to those drilling locations offsetting productive wells that are reasonably certain of production when drilled or where it can be demonstrated with certainty that there is continuity of production from the existing productive formation.

“Recompletion” means the completion for production of an existing well bore in another formation from which the well has been previously completed.

“Royalty” means an interest in an oil and gas lease that gives the owner of the interest the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof), but generally does not require the owner to pay any portion of the costs of drilling or operating the wells on the leased acreage. Royalties may be either landowner’s royalties, which are reserved by the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold in connection with a transfer to a subsequent owner.

“SEC” means the United States Securities and Exchange Commission.

“Working interest” means an interest in an oil and gas lease that gives the owner of the interest the right to drill for and produce oil and gas on the leased acreage and requires the owner to pay a share of the costs of drilling and production operations. The share of production to which a working interest owner is entitled will always be smaller than the share of costs that the working interest owner is required to bear, with the balance of the production accruing to the owners of royalties. For example, the owner of a 100% working interest in a lease burdened only by a landowner’s royalty of 12.5% would be required to pay 100% of the costs of a well but would be entitled to retain 87.5% of the production.

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

NEXT BRIDGE HYDROCARBONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	Unaudited			Audited
	September 30			December 31
	March 31			December 31
	2025			2024
	2026			2025
ASSETS
Current assets:
Cash	$	~~680~~55,~~100~~035		$	~~191~~163,~~117~~953
Accounts receivable		-			85,000
Production receivable		-			451
Prepayments - development costs		453,579			385,888
Prepaid expenses		155,816			172,613
Prepaid expenses		289,797			95,256
Total current assets		210,851			337,017
Total current assets		1,423,476			757,261
Oil and natural gas properties		-			-
Oil and natural gas properties		594,848			569,551
Other assets
Other assets		105,179			105,179
Deposit - RRC		105,179			105,179
TOTAL ASSETS	$	2,123,503		$	1,431,991
Other asset - related party		474,103			474,103
Total other assets		579,282			579,282
TOTAL ASSETS	$	790,133		$	916,299
LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	2208,~~541,525~~208		$	~~519~~451,~~841~~716
Asset retirement obligation - current portion		161,052			-
Accounts payable - related party		97,027			97,027
Note payable - related party		4346,~~983~~393,832			4245,~~750~~853,832
Note payable		6,000,000			26,000,000
Accrued interest payable		810,~~966~~768,~~975~~061			69,~~808~~787,~~410~~819
Total current liabilities		6163,~~750~~467,~~411~~128			5262,~~176~~190,~~110~~394
Asset retirement obligations		1,~~104~~076,~~709~~695			1,~~099~~075,~~311~~513
Total liabilities		6264,~~855~~543,~~120~~823			5363,~~275~~265,~~421~~907
Commitments and contingencies		-			-
Mezzanine equity, Series “A” redeemable, non-voting, preferred stock		-			-
Mezzanine equity, Series ?A? redeemable, non voting, preferred stockPreferred stock, par value $0.0001, 50,000,000 shares authorized; 3,000,000 issued and outstanding at March 31, 2026 and December 31, 2025		4,843			4,843
Preferred stock, par value $0.0001, 50,000,000 shares authorized; 3,000,000 and -0- issued and outstanding at September 30, 2025 and December 31, 2024		-			-
Stockholders’ deficit:
Common stock, par value $0.0001; 500,000,000 shares authorized; 264,387,563 issued and outstanding at September 30, 2025 issued and 251,930,516 outstanding at December 31, 2024;		26,439			25,193
Common stock, par value $0.0001; 500,000,000 shares authorized; 264,637,564 issued and outstanding at March 31, 2026 issued and 264,637,564 outstanding at December 31, 2025;		26,464			26,464
Shares to be issued		25			1,143
Additional paid-in capital		107,740,596			107,728,096
Additional paid-in capital		107,715,596			107,678,096
Accumulated deficit		(171,525,593	)		(170,109,011	)
Accumulated deficit		(168,473,677	)		(159,547,862	)
Total stockholders’ deficit		(63,758,533	)		(62,354,451	)
Total stockholders’ deficit		(60,731,617	)		(51,843,430	)
TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ DEFICIT	$	790,133		$	916,299
TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ DEFICIT	$	2,123,503		$	1,431,991

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

NEXT BRIDGE HYDROCARBONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months			Three Months			Nine			Nine
	Three Months Ended			Three Months Ended
	Ended			Ended			Months Ended			Months Ended
	March 31, 2026			March 31, 2025
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Oil and natural gas sales	$	2,725		$	3,064
Oil and natural gas sales	$	2,355		$	2,055		$	7,382		$	7,261
Operating expenses:
Operating expenses:
Lease operating expenses		35,843			9,377
Lease operating expenses		59,944			31,810			83,267			143,982
Production taxes		196			221
Production taxes		170			148			532			523
General and administrative		1,383,268			1,147,138
General and administrative		1,472,393			453,158			3,810,673			1,660,713
Total operating expenses		1,419,307			1,156,736
Impairment expense		5,038,725			-			5,038,725			-
Loss before income taxes		(1,416,582	)		(1,153,672	)
Total operating expenses		6,571,232			485,116			8,933,197			1,805,218
Provision for income taxes		-			-
Other income (expense)
Net loss	$	(1,416,582	)	$	(1,153,672	)
Proceeds from legal settlement		-			63,500			-			370,054
Loss per common share:
Administration income		-			-			-			10,000
Basic and Diluted	$	(0.01	)	$	(0.00	)
Total other income		-			63,500			-			380,054
Weighted average number of common shares outstanding:
Loss before income taxes		(6,568,877	)		(419,561	)		(8,925,815	)		(1,417,903	)
Basic and Diluted		264,637,564			263,365,220
Provision for income taxes		-			-			-			-
Net loss	$	(6,568,877	)	$	(419,561	)	$	(8,925,815	)	$	(1,417,903	)
Loss per common share:
Basic and Diluted	$	(0.02	)	$	(0.00	)	$	(0.03	)	$	(0.01	)
Weighted average number of common shares outstanding:
Basic and Diluted		264,387,563			251,928,318			264,128,497			250,505,791

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

NEXT BRIDGE HYDROCARBONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) AND MEZZANINE
EQUITY

(Unaudited)

	Stockholders’ Deficit															Mezzanine Equity
	Common		Common		Additional		Shares to						Total
	Stock		Stock		Paid-in		to be			Accumulated			Stockholders’			Preferred
	Shares		Amount		Capital		issued			Deficit			Deficit			Shares		Amount
Balance, December 31, 2023		248,830,516		24,883		106,343,260		-			(99,933,395	)		6,434,748			-		-
Net loss - 3/31/2024		-		-		-		-			(775,003	)		(775,003	)		-		-
Stock compensation expense		500,000		50		4,291		-			-			4,341			-		-
Common stock issued - lease		2,500,000		250		1,243,315		-			-			1,243,565			-		-
Balance, 3/31/2024		251,830,516		25,183		107,590,866		-			(100,708,398	)		6,907,651			-		-
Net loss -6/30/2024		-		-		-		-			(223,339	)		(223,339	)		-		-
Stock compensation expense		100,000		10		49,730		-			-			49,740			-		-
Imputed interest		-		-		12,500		-			-			12,500			-		-
Balance, 6/30/2024		251,930,516		25,193		107,653,096		-			(100,931,737	)		6,746,552			-		-
Net loss - 9/30/2024		-		-		-		-			(419,561	)		(419,561	)		-		-
Stock compensation expense		250,000		25		-		-			-			25			-		-
Imputed interest		-		-		12,500		-			-			12,500			-		-
Balance, 9/30/2024		252,180,516		25,218		107,665,596		-			(101,351,298	)		6,339,516			-		-
Balance, December 31, 2024		251,930,516		25,193		107,678,096		1,143			(159,547,862	)		(51,843,430	)		-		-
Common shares issued to Johnson Participants		8,432,047		843		-		(843	)		-			-			-		-
Common shares issued to directors and officer		-		-		-		103			-			103			-		-
Imputed interest on related party note payable		-		-		12,500		-			-			12,500			-		-
Net loss		-		-		-		-			(1,153,672	)		(1,153,672	)		-		-
Balance, March 31, 2025		260,362,563		26,036		107,690,596		403			(160,701,534	)		(52,984,499	)		-		-
Common shares issued to directors and officer		4,025,000		403		-		(403	)		-			-			-		-
Balance, December 31, 2025		264,637,564		26,464		107,728,096		-			(170,109,011	)		(62,354,451	)		3,000,000		4,843
Imputed interest on related party note payable		-		-		12,500		-			-			12,500			-		-
Net loss		-		-		-		-			(1,~~203~~416,~~266~~582	)		(1,~~203~~416,~~266~~582	)		-		-
Balance, June 30, 2025		264,387,563		26,439		107,703,096		-			(161,904,800	)		(54,175,265	)		-		-
Balance, March 31, 2026		264,637,564		26,464		107,740,596		-			(171,525,593	)		(63,758,533	)		3,000,000		4,843
Issuance of preferred stock		-		-		-		-			-			-			3,000,000		-
Imputed interest on related party note payable		-		-		12,500		-			-			12,500			-		-
Stock compensation expense		-		-		-		25			-			25
Net loss		-		-		-		-			(6,568,877	)		(6,568,877	)		-		-
Balance, September 30, 2025		264,387,563		26,439		107,715,596		25			(168,473,677	)		(60,731,617	)		3,000,000		-

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

NEXT BRIDGE HYDROCARBONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine			Nine
	Three Months Ended			Three Months Ended
	Months Ended			Months Ended
	March 31, 2026			March 31, 2025
	September 30, 2025			September 30, 2024
Cash Flows provided by (used in) Operating Activities
Cash Flows Used in Operating Activities
Net loss	$	(1,416,582	)	$	(1,153,672	)
Net loss	$	(8,925,815	)	$	(1,417,903	)
Adjustments to reconcile net loss to net cash from operations:
Accretion expense		51,~~398~~182			161,~~473~~799
Expense related to stock based compensation		~~128~~-			~~54,081~~103
Impairment expense		5,038,725			-
Imputed interest on note payable		12,500			12,500
Imputed interest on note payable		37,500			25,000
Change in:
Accounts receivable		~~85,000~~451			3083,~~369~~249
Prepayments - development costs		(67,691	)		(194,404	)
Other asset - related party		-			(36,253	)
Prepaid expenses		~~(194~~16,~~541~~797	)		1(39,~~016~~644	)
Asset retirement obligation		-			(26,670	)
Accounts payable and accrued expenses		736,734			742,047
Interest payable		2,373,565			-
Net cash used in operating activities		(648,918	)		(389,871	)
Accounts payable and accrued expenses		2,021,684			(3,565,287	)
Cash Flows used in Investing Activities
Asset retirement obligation, current		161,052			-
Investment in oil and natural gas properties		-			(14,952	)
Net cash from (used in) operating activities		535,005			(5,077,325	)
Net cash used in investing activities		-			(14,952	)
Cash Flows From (Used in) Investing Activities
Cash Flows provided by Financing Activities
Investment in oil and natural gas properties		(5,064,022	)		(276,079	)
Proceeds from notes payable, related party		540,000			230,000
Proceeds from sale of assets		-			1,141,142
Net cash provided by financing activities		540,000			230,000
Net cash from (used in) investing activities		(5,064,022	)		865,063
Net change in cash		(108,918	)		(174,823	)
Cash Flows From Financing Activities
Cash - beginning of period		163,953			191,117
Proceeds from notes payable, related party		1,018,000			1,001,750
Cash - end of period	$	55,035		$	16,294
Proceeds from promissory note		6,000,000			2,000,000
Payments on promissory notes		(2,000,000	)		-
Prepayments, working interest owners		-			(311,281	)
Net cash from financing activities		5,018,000			2,690,469
Net increase(decrease) in cash		488,983			(1,521,793	)
Cash - beginning of period		191,117			1,668,847
Cash - end of period	$	680,100		$	147,054
Supplemental disclosure of cash flow information:
Cash paid for interest	$	~~385,333~~-		$	-80,000
Supplemental disclosure of non-cash investing and financing activities:
Common stock issued in property acquisition	$	-		$	1,243,565
Increase in note payable, related party for settlement of accounts payable	$	-		$	215,000
Addition to note payable to reimburse lease payments	$	-		$	278,054
Capitalized Interest	$	-		$	2,182,539
Increase in note payable, related party for settlement of accounts payable	$	215,000		$	-

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

NEXT BRIDGE HYDROCARBONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2026 (Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(Unaudited)

NATURE OF BUSINESS

Next Bridge Hydrocarbons, Inc. (the “Company”) was incorporated in Nevada on August 31, 2021, as OilCo Holdings, Inc. and changed its name to Next Bridge Hydrocarbons, Inc. pursuant to its Amended and Restated Articles of Incorporation filed on June 30, 2022. The Company spun off from Meta Materials, Inc. (“Meta”) on December 14, 2022, resulting in the Company becoming an independent company (the “Spin-Off”). Prior to the Spin-Off, the Company was a wholly-owned subsidiary of Meta. Meta became the parent of the Company’s subsidiaries in June 2021 in a merger transaction with Torchlight Energy Resources, Inc. (“Torchlight”), the previous parent of the subsidiaries and developer of the properties from their inception up to June 2021.

The Company is an energy company engaged in the acquisition, exploration, exploitation and development of oil and natural gas properties in the United States. The Company’s ~~primary~~has ~~focus~~minor ~~was~~interests ~~previously~~in the ~~development~~Eastern edge of ~~interests~~the inMidland anBasin ~~oil~~in ~~and~~Texas ~~natural~~(the ~~gas~~“Hazel ~~project~~Project”), ~~the~~and ~~Company~~two ~~held~~minor well interests in the ~~Orogrande~~Hunton ~~Basin~~wells inlocated ~~West Texas~~ in ~~Hudspeth~~Oklahoma ~~County, Texas~~ (the “~~Orogrande~~Oklahoma ~~Project~~Properties”). The ~~mineral~~Company ~~leases~~has no employees. ~~underlying~~We ~~the~~engage ~~Orogrande~~contractors ~~Project~~and ~~expired~~consultants onfor ~~December~~various ~~31,~~roles ~~2024.~~as needed including management and high quality exploration and technical partners

InThe ~~addition,~~Company ~~the~~operates ~~Company~~its ~~has~~business ~~minor~~through ~~interests~~nine inwholly ~~the~~owned ~~Eastern~~subsidiaries ~~edge~~Torchlight ofEnergy, ~~the~~Inc., ~~Midland~~a ~~Basin~~Nevada incorporation (“TEI”), Hudspeth Oil Corporation, a Texas corporation (~~the~~“Hudspeth”), Torchlight Hazel, LLC, a Texas limited liability company (“Torchlight Hazel”), ~~Project~~Wolfbone Investments, LLC, a Texas limited liability company (“Wolfbone”), ~~and~~Hudspeth ~~two~~Operating, LLC, a Texas ~~minor~~limited ~~well~~liability ~~interests~~company inand ~~the~~wholly ~~Hunton~~owned ~~wells~~subsidiary ~~located~~of inHudspeth ~~Oklahoma~~(“Hudspeth Operating”), ~~and~~Wildcat ~~holds~~Panther, ~~unevaluated~~LLC, ~~oil~~a ~~and~~Texas ~~natural~~limited liability ~~gas~~company ~~leases~~(“Panther”), inWildcat ~~Lafourche~~Valentine, ~~Parish~~LLC, ~~and~~a Texas limited liability company (“Valentine”), Wildcat ~~Acadia~~Cowboy, ~~Parish~~LLC, ~~Louisiana~~a Texas limited liability company (“Cowboy”), Wildcat Packer, LLC, a Texas limited liability company (“Packer”). All intercompany transactions have been eliminated in these condensed consolidated financial statements.

The Company currently has no full-time employees, and the Company employs consultants for various roles as needed.

The Company operates its business through nine wholly owned subsidiaries Torchlight Energy, Inc., a Nevada corporation (“TEI”), Hudspeth Oil Corporation, a Texas corporation (“Hudspeth”), Torchlight Hazel, LLC, a Texas limited liability company (“Torchlight Hazel”), Wolfbone Investments, LLC, a Texas limited liability company (“Wolfbone”), Hudspeth Operating, LLC, a Texas limited liability company and wholly owned subsidiary of Hudspeth (“Hudspeth Operating”), Wildcat Panther, LLC, a Texas limited liability company (“Panther”), Wildcat Valentine, LLC, a Texas limited liability company (“Valentine”), Wildcat Cowboy, LLC, a Texas limited liability company (“Cowboy”), Wildcat Packer, LLC, a Texas limited liability company (“Packer”). All intercompany transactions have been eliminated in the consolidated financial statements.

GOING CONCERN

At ~~September~~March 3031, ~~2025~~2026, the Company had not yet achieved profitable operations. The Company had a net loss of $81,~~925~~416,~~815~~582 for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026. The Company expects to incur further losses in the development of its business. The Company had a working capital deficit as of ~~September~~March 3031, ~~2025~~2026, of $6063,~~326~~256,~~935~~277. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent on its ability to generate future profitable operations or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management’s plan to address the Company’s ability to continue as a going concern includes: (1) obtaining debt or equity funding from private placement, institutional, or public sources; (2) obtaining loans from financial institutions, where possible, or (3) participating in joint venture transactions with third parties. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

These condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and therefore, the financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amount and classifications of liabilities that may result from the outcome of this uncertainty.

SIGNIFICANT ACCOUNTING POLICIES

The Company maintains its accounts on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America. Accounting principles followed and the methods of applying those principles, which materially affect the determination of financial position, results of operations and cash flows are summarized below:

Use of estimates—The preparation of these condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and certain assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

Basis of presentation—The financial statements are presented on a consolidated basis and include the accounts of Next Bridge Hydrocarbons, Inc. and its wholly owned subsidiaries, TEI, Hudspeth, Torchlight Hazel, Wolfbone, Hudspeth Operating. and Wildcat Panther, LLC, a Texas limited liability company (“Panther”), Wildcat Valentine, LLC, a Texas limited liability company (“Valentine”), Wildcat Cowboy, LLC, a Texas limited liability company (“Cowboy”), Wildcat Packer, LLC, a Texas limited liability company (“Packer”). All significant intercompany balances and transactions have been eliminated.

~~Basis~~In the opinion of ~~presentation—The~~management, the accompanying condensed consolidated financial statements ~~are~~include ~~presented~~all onadjustments, aconsisting ~~consolidated~~of normal ~~basis~~recurring ~~and~~adjustments, ~~include~~necessary to fairly present the ~~accounts~~financial position as of, ~~Next~~and ~~Bridge~~the results of operations for all ~~Hydrocarbons,~~periods ~~Inc~~presented. ~~and~~In ~~its~~preparing ~~wholly~~the ~~owned~~accompanying ~~subsidiaries,~~condensed ~~TEI,~~consolidated ~~Hudspeth,~~financial ~~Torchlight Hazel~~statements, ~~Wolfbone,~~management ~~Hudspeth~~has ~~Operating,~~made certain estimates and ~~Wildcat.~~assumptions ~~All significant~~that ~~intercompany~~affect ~~balances~~reported amounts in the condensed consolidated financial statements and ~~transactions~~disclosures ~~have~~of ~~been~~contingencies. Actual ~~eliminated~~results may differ from those estimates.

InReclassification—Certain ~~the~~prior ~~opinion~~year ofamounts ~~management,~~related ~~the accompanying consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary~~ to ~~fairly~~Other ~~present~~assets ~~the~~– ~~financial~~related ~~position~~party ashave ~~of,~~been ~~and the results of operations for all periods presented~~reclassified. In preparing the accompanying consolidated financial statements, management has made certain estimates and assumptions that affect reported amounts in the consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates.

Risks and uncertainties—The Company’s operations are subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating an emerging business, including the potential risk of business failure.

Concentration of risks—At times the Company’s cash balances are in excess of amounts guaranteed by the Federal Deposit Insurance Corporation. The Company’s cash is placed with a highly rated financial institution, and the Company regularly monitors the creditworthiness of the financial institutions with which it does business.

Fair value of financial instruments—Financial instruments consist of cash, receivables, convertible note receivable, payables and promissory notes, if any. The estimated fair values of cash, receivables, and payables approximate the carrying amount due to the relatively short maturity of these instruments. The carrying amounts of any promissory notes approximate their fair value giving affect for the term of the note and the effective interest rates.

For assets and liabilities that require re-measurement to fair value the Company categorizes them in a three-level fair value hierarchy as follows:

●

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

●

Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration.

●

Level 3 inputs are unobservable inputs based on management’s own assumptions used to measure assets and liabilities at fair value.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Cash and cash equivalents – Cash and cash equivalents include certain investments in highly liquid instruments with original maturities of nine months or less.

Accounts receivable – Accounts receivable ~~consisted~~consist of amounts due from Joint Interest Billing to working interest owners, if any, who were participants, in Company owned ~~Projects~~projects. Balances due, if any, represent their pro rata share of charges for development and ~~operating~~ operating costs allocable to wells after applying any prepayments from those owners.

Management reviews receivables periodically and reduces the carrying amount by a valuation allowance that reflects management’s best estimate of the amount that may not be collectible. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, no valuation allowance was considered necessary.

Oil and natural gas properties – The Company uses the full cost method of accounting for exploration and development activities as defined by the SEC. Under this method of accounting, the costs of unsuccessful, as well as successful, exploration and development activities are capitalized as properties and equipment. This includes any internal costs that are directly related to property acquisition, exploration and development activities but does not include any costs related to production, general corporate overhead or similar activities.

Oil and natural gas properties include costs that are excluded from costs being depleted or amortized. Oil and natural gas property costs excluded represent investments in unevaluated properties and include non-producing leasehold, geological, and geophysical costs associated with leasehold or drilling interests and exploration drilling costs. The Company allocates a portion of its acquisition costs to unevaluated properties based on relative value. Costs are transferred to the full cost pool as the properties are evaluated over the life of the reservoir. Unevaluated properties are reviewed for impairment at least quarterly and are determined through an evaluation considering, among other factors, seismic data, requirements to relinquish acreage, drilling results, remaining time in the commitment period, remaining capital plan, and political, economic, and market conditions.

Impairment expense of $5,373,207 for the year ended December 31, 2025, was recorded from participation in drilling and development of a well on the Panther acreage in Louisiana determined to be a dry hole and management’s review of other Louisiana properties for impairment as of December 31, 2025.

Impairment expense of $56,186,313 for the year ended December 31, 2024 arose from the October 8, 2024 notice from University Lands that the Company’s Orogrande mineral interest agreement would not be renewed at its December 31, 2024 scheduled expiration.

Gains and losses, if any, on the sale of oil and natural gas properties are not generally reflected in income unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves. Sales of less than 100% of the Company’s interest in the oil and natural gas property are treated as a reduction of the capital cost of the field, with no gain or loss recognized, as long as doing so does not significantly affect the unit-of-production depletion rate. Costs of retired equipment, net of salvage value, are usually charged to accumulated depreciation.

Capitalized interest – The Company capitalizes interest on unevaluated properties during the periods in which they are excluded from costs being depleted or amortized. During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Company capitalized $-0- of interest on unevaluated properties. Capitalized interest for the year ended December 31, ~~2024~~2025, was $~~2,182,539~~-0-.

Depreciation, depletion, and amortization – The depreciable base for oil and natural gas properties includes the sum of all capitalized costs net of accumulated depreciation, depletion, and amortization (“DD&A”), estimated future development costs and asset retirement costs not included in oil and natural gas properties, less costs excluded from amortization. The depreciable base of oil and natural gas properties is amortized on a unit-of-production method.

Ceiling test – Future production volumes from oil and natural gas properties are a significant factor in determining the full cost ceiling limitation of capitalized costs. Under the full cost method of accounting, the Company is required to periodically perform a “ceiling test” that determines a limit on the book value of oil and natural gas properties. If the net capitalized cost of proved oil and natural gas properties, net of related deferred income taxes, plus the cost of unproved oil and natural gas properties, exceeds the present value of estimated future net cash flows discounted at 10 percent, net of related realizable tax affects, plus the cost of unproved oil and natural gas properties, the excess is charged to expense and reflected as additional accumulated DD&A.

The ceiling test calculation uses a commodity price assumption which is based on the unweighted arithmetic average of the price on the first day of each month for each month within the prior 12-month period and excludes future cash outflows related to estimated abandonment costs.

The determination of oil and natural gas reserves is a subjective process, and the accuracy of any reserve estimate depends on the quality of available data and the application of engineering and geological interpretation and judgment. Estimates of economically recoverable reserves and future net cash flows depend on a number of variable factors and assumptions that are difficult to predict and may vary considerably from actual results. In particular, reserve estimates for wells with limited or no production history are less reliable than those based on actual production. Subsequent re-evaluation of reserves and cost estimates related to future development of proved oil and natural gas reserves could result in significant revisions to proved reserves. Other issues, such as changes in regulatory requirements, technological advances, and other factors which are difficult to predict could also affect estimates of proved reserves in the future.

Asset retirement obligations – The fair value of a liability for an asset’s retirement obligation (“ARO”) is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made, with the corresponding charge capitalized as part of the carrying amount of the related long-lived asset. The liability is accreted to its then-present value each subsequent period. Abandonment costs incurred are recorded as a reduction of the ARO liability.

Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and natural gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement.

Series A Preferred Stock – The Company applies the guidance in Accounting Standards Codification (“ASC”) 480 to determine the classification and measurement of preferred stock. Preferred stock that is mandatorily redeemable is classified as a liability and measured in accordance with ASC 480. Preferred stock that is conditionally redeemable, including instruments with redemption features that are either at the option of the holder or contingent upon events outside the Company’s control, is classified as mezzanine equity in accordance with ASC 480-10-S99. All other preferred stocks are classified in stockholders’ equity. Mezzanine equity is initially recorded at its original issuance price. It is subsequently measured at its redemption value when the instrument becomes currently redeemable or when it becomes probable that it will be redeemed. As the Series A Preferred Stock includes a change in control redemption feature that is outside the Company’s control, it is classified as mezzanine equity and is currently recorded at its original issuance price, as the instrument is not currently redeemable and redemption is not considered probable.

Share-based compensation – Compensation cost for equity awards is based on the fair value of the equity instrument on the date of grant and is recognized over the period during which an employee is required to provide service in exchange for the award.

The Company accounts for stock option awards using the calculated value method. The Company values warrant and option awards using the Black-Scholes option pricing model.

The Company accounts for any forfeitures of options when they occur. Previously recognized compensation cost for an award is reversed in the period that the award is forfeited.

The Company also issues equity awards to non-employees. The fair value of these option awards is estimated when the award recipient completes the contracted professional services. The Company recognizes the expense for the estimated total value of the awards during the period from their issuance until performance completion.

Income taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized. Reference Note 9 to the Financial Statements.

Authoritative guidance for uncertainty in income taxes requires that the Company recognize the financial statement benefit of a tax position only ~~after~~ after determining that the relevant tax authority would more likely than not sustain the position following an examination. Management has reviewed the Company’s tax positions and determined there were no uncertain tax positions requiring recognition in the condensed consolidated financial statements. Company tax returns remain subject to federal and state tax examinations. Generally, the applicable statutes of limitation are ten years from their respective filings.

Estimated interest and penalties related to potential underpayment on any unrecognized tax benefits are classified as a component of tax expense in the statements of operation. The Company has not recorded any interest or penalties associated with unrecognized tax benefits for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, or for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025.

Revenue recognition – The Company’s revenue is typically generated from contracts to sell natural gas, crude oil or NGLs produced from interests in oil and natural gas properties owned by the Company. Contracts for the sale of natural gas and crude oil are evidenced by (1) base contracts for the sale and purchase of natural gas or crude oil, which document the general terms and conditions for the sale, and (2) transaction confirmations, which document the terms of each specific sale. The transaction confirmations specify a delivery point which represents the point at which control of the product is transferred to the customer. The Company elects to treat contracts to sell oil and natural gas production as normal sales, which are then accounted for as contracts with customers. The Company has determined that these contracts represent multiple performance obligations, which are satisfied when control of the commodity transfers to the customer, typically through the delivery of the specified commodity to a designated delivery point.

Revenue is measured based on consideration specified in the contract with the customer, and excludes any amounts collected on behalf of third parties. The Company recognizes revenue in the amount that reflects the consideration it expects to be entitled to in exchange for transferring control of those goods to the customer. Amounts allocated in the Company’s price contracts are based on the standalone selling price of those products in the context of long-term contracts. Payment is generally received one or two months after the sale has occurred.

Gain or loss on derivative instruments is outside the scope of ASC 606, Revenue Recognition, and is not considered revenue from contracts with customers subject to ASC 606. The Company may in the future use financial or physical contracts accounted for as derivatives as economic hedges to manage price risk associated with normal sales, or in limited cases may use them for contracts the Company intends to physically settle but do not meet all of the criteria to be treated as normal sales.

Producer Gas Imbalances. The Company applies the sales method of accounting for natural gas revenue. Under this method, revenues are recognized based on the actual volume of natural gas sold to purchasers.

Basic and diluted earnings (loss) per share – Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share is computed in the same way as basic earnings (loss) per common share except that the denominator is increased to include the number of additional common shares that would be outstanding if all potential common shares had been issued and if the additional common shares were dilutive. The Company had no dilutive shares for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, or for the ~~nine~~three months ended March ~~September 30~~31, ~~2024~~2025.

Environmental laws and regulations – The Company is subject to extensive federal, state, and local environmental laws and regulations. Environmental expenditures are expensed or capitalized depending on their future economic benefit. The Company believes that it is in compliance with existing laws and regulations. The Company accrued no liability as of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025.

Segment Reporting

The Company manages its business activities on a consolidated basis and operates in a single operating and reportable segment. Operating segments are defined as components of a public entity that engages in business activities and for which discrete financial information and operating results are available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and assess performance.

The Company’s Chief Executive Officer (“CEO”) has been determined to be the chief operating decision maker of the Company. The CEO uses net income, as reported on our consolidated income statements, to assess financial performance and allocate resources on a consolidated basis. The CEO manages and evaluates the results of the Company on a consolidated basis, and Net income is used to evaluate key operating decisions, such as making strategic acquisitions, determining transaction structures to capitalize on the development of oil and natural gas properties, and allocating resources for general and administrative expenditures. The CEO does not review consolidated balance sheet assets when assessing segment performance and deciding how to allocate resources. Disaggregated operating revenues of the Company’s single segment and all significant segment expenses are presented separately on the Company’s consolidated statement of operations. There are no other significant segment expenses or other segment items that would require disclosure.

Recent accounting pronouncements adopted – In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands a public entity’s annual and interim disclosure requirements about their reportable segments, primarily through more detailed disclosures about significant segment expenses. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. We have adopted this standard for our fiscal year 2024 annual financial statements and interim financial statements thereafter and have applied this standard retrospectively for all prior periods presented in the financial statements.

Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires public entities to disclosure additional information about certain costs and expenses included in relevant expense captions presented on the income statement. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Management is currently evaluating ASU 2024-03 to determine its impact on the Partnership’s disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue from Contracts with Customers. The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. ASU 2025-05 is effective for annual and interim periods beginning after December 15, 2025 on a prospective basis, with early adoption permitted. The Company ishas ~~currently~~adopted this standard for our fiscal year 2026 annual financial ~~evaluating~~statements ~~the~~and ~~potential~~interim ~~impact~~financial ofstatements. ~~adopting~~The ~~this~~adoption ~~new~~did ~~guidance~~not onhave ~~the~~a ~~consolidated~~material impact on our financial statements ~~and~~or ~~related~~results ~~disclosures~~of operations.

Segment Reporting

The Company’s Chief Executive Officer (“CEO”) has been determined to be the Chief Operating Decision Maker (CODM) of the Company. The CEO uses net income, as reported on our condensed consolidated income statements, to assess financial performance and allocate resources on a consolidated basis. The CEO manages and evaluates the results of the Company on a consolidated basis, and net income is used to evaluate key operating decisions, such as making strategic acquisitions, determining transaction structures to capitalize on the development of oil and natural gas properties, and allocating resources for general and administrative expenditures. The CEO does not review consolidated balance sheet assets when assessing segment performance and deciding how to allocate resources. The measure of segment assets is reported on the balance sheet as total consolidated assets. Disaggregated operating revenues of the Company’s single segment and all significant segment expenses are presented separately on the Company’s condensed consolidated statement of operations. There are no other significant segment expenses or other segment items that would require disclosure.

OIL & NATURAL GAS PROPERTIES

The following table presents the capitalized costs for oil and natural gas properties of the Company:

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
Evaluated costs subject to amortization	$	-		$	-
Unevaluated costs		~~5,633,573~~-			~~569~~5,~~551~~373,207
Total capitalized costs		~~5,633,573~~-			~~569~~5,~~551~~373,207
Less accumulated depreciation, depletion and amortization		-			-
Less accumulated impairment		~~(5,038,725~~-	)		-(5,373,207	)
Total oil and gas properties	$	594,848		$	569,551
Total oil and natural gas properties	$	-		$	-

15Impairment expense of $5,373,207 for the year ended December 31, 2025, was recorded from participation in drilling and development of a well on the Panther acreage in Louisiana determined to be a dry hole and management’s review of other Louisiana properties for impairment as of December 31, 2025.

~~Unevaluated~~Impairment ~~costs~~expense as of ~~September 30~~$56, ~~2025~~186,313 ~~and~~for the year ended December 31, 2024, ~~include~~arose ~~cumulative~~from ~~costs~~the ofOctober ~~developing~~8, ~~projects~~2024, ~~related~~notice tofrom ~~the~~University ~~Louisiana~~Lands ~~Wildcat~~that the Company’s ~~projects~~Orogrande mineral interest agreement would not be renewed at its December 31, 2024, scheduled expiration.

~~During~~The ~~the~~Company ~~nine~~periodically ~~months~~adjusts ~~ended~~for ~~September~~the ~~30,~~separation ~~2025,~~of ~~the~~evaluated ~~Company~~versus ~~participated~~unevaluated incosts awithin ~~drilling~~its ~~project~~full ~~conducted~~cost bypool ~~Magnetar~~to ~~Drilling~~recognize ~~Fund~~the value onimpairment arelated ~~Louisiana oil~~to ~~and~~the ~~gas~~expiration ~~lease~~of, ~~owned~~or bychanges ~~Wildcat~~in ~~Panther,~~market ~~LLC~~value, aof ~~subsidiary~~unevaluated leases. The impact of reclassifications as they become necessary is to increase the ~~Company.~~basis ~~Drilling~~for ~~and~~calculation ~~Development~~of ~~began~~future inperiod’s ~~July~~depletion, ~~2025.~~depreciation Inand ~~November~~amortization ~~2025,~~which ~~determination~~effectively ~~was~~recognizes ~~made~~the ~~that~~impairment on the ~~well~~condensed ~~would~~consolidated bestatement aof ~~dry~~operations ~~hole~~over future periods. ~~The~~Reclassified costs ~~accumulated~~also ~~impairment~~become evaluated costs for purposes of $5ceiling tests,~~038,725~~ ~~represents~~and ~~the~~which ~~cumulative~~may ~~incurred cost~~cause ~~related~~recognition toof ~~Wildcat~~increased ~~Panther~~impairment ~~LLC~~expense ~~development~~in future periods.

The Company ~~periodically~~had ~~adjusts~~no ~~for~~proved ~~the~~reserve ~~separation of evaluated versus unevaluated costs within its full cost pool to recognize the~~ value ~~impairment~~ ~~related~~associated towith ~~the~~our ~~expiration~~properties ~~of, or changes in market value, of unevaluated leases. The impact of reclassifications~~ as ~~they become necessary is to increase the basis for calculation~~ of ~~future~~March ~~period’s depletion~~31, ~~depreciation and amortization which effectively recognizes the impairment on the consolidated statement of operations over future periods~~2026. ~~Reclassified costs also become evaluated costs for purposes of ceiling tests, and which may cause recognition of increased impairment expense in future periods.~~

The Company had no proved reserve value associated with our properties as of September 30, 2025.

Due to the volatility of commodity prices, should oil and natural gas prices decline in the future, it is possible that a write-down could occur. Proved reserves are estimated quantities of crude oil, natural gas, and NGLs, which geological and engineering data demonstrate with reasonable certainty to be recoverable from known reservoirs under existing economic and operating conditions. The independent engineering estimates include only those amounts considered to be proved reserves and do not include additional amounts which may result from new discoveries in the future, or from application of secondary and tertiary recovery processes where facilities are not in place or for which transportation or marketing contracts are not in place. Estimated reserves to be developed through secondary or tertiary recovery processes are classified as unevaluated properties.

Current Projects

The Company is an energy company engaged in the acquisition, exploration, exploitation and/or development of oil and natural gas properties in the United States. The Company is primarily focused on the acquisition of early-stage projects, the development and delineation of these projects, and then the monetization of those assets once these activities are completed.

As of ~~September~~March 3031, ~~2025~~2026, the Company had interests in three oil and natural gas projects: the Hazel Project in Sterling, Tom Green, and ~~Irion~~ Irion Counties, Texas, two wells in Central Oklahoma, and the Wildcat properties that hold mineral leases in Louisiana.

During the fourth quarter of 2025 Magnetar began development on the initial test well on the Valentine mineral acreage in Louisiana held by our subsidiary Wildcat–Valentine LLC. The Company declined to exercise its option to participate in the drilling project. Magnetar has granted the Company a nominal net 0.8% working interest in the initial test well being developed.

The Louisiana unevaluated mineral leases were fully impaired as of December 31, 2025.

Hazel Project in the Midland Basin in West Texas

Effective April 4, 2016, TEI acquired from McCabe Petroleum Corporation (“MPC”) which is owned by the Company’s Chairman and CEO, Gregory McCabe, a 66.66% working interest in approximately 12,000 acres in the Midland Basin. A back-in after payout of a 25% working interest was retained by MPC and another unrelated working interest owner.

In October 2016, the holders of all of Torchlight’s then-outstanding shares of Series C Preferred Stock (which were issued in July 2016) elected to convert into a total 33.33% working interest in our Hazel Project, reducing TEI’s ownership from 66.66% to a 33.33% working interest.

Acquisition of Additional Interests in Hazel Project

On January 30, 2017, Torchlight entered into and closed an Agreement and Plan of Reorganization and a Plan of Merger with an entity which was wholly owned by Mr. McCabe, which resulted in the acquisition of approximately 40.66% working interest in the 12,000 gross acres, 9,600 net acres, in the Hazel Project.

Also on January 30, 2017, Torchlight entered into and closed a Purchase and Sale Agreement with Wolfbone. Under the agreement, Torchlight acquired certain of Wolfbone’s Hazel Project assets, including its interest in the Flying B Ranch #1 well and the 40-acre unit surrounding the well.

Upon the closing of the transactions, the Torchlight working interest in the Hazel Project increased by 40.66% to a total ownership of 74%.

Effective June 1, 2017, Torchlight acquired an additional 6% working interest from unrelated working interest owners increasing its working interest in the Hazel project to 80%, and an overall net revenue interest of 75%.

Seven test wells have been drilled on the Hazel Project to capture and document the scientific base in support of demonstrating the production potential of the property.

Option Agreement with Masterson Hazel Partners, LP

On August 13, 2020, the Company’s subsidiaries TEI and Torchlight Hazel (collectively, “Torchlight Subs”) entered into an option agreement (the “Option Agreement”) with Masterson Hazel Partners, LP (“MHP”) and MPC. Under the agreement, MHP was obligated to drill and complete, or cause to be drilled and completed, at its sole cost and expense, a new lateral well (the “Well”) on the Hazel Project, sufficient to satisfy Torchlight Subs’s continuous development obligations on the southern half of the prospect no later than September 30, 2020. MHP has satisfied this drilling obligation. MHP paid to Torchlight Subs $1,000 as an option fee at the time of execution of the Option Agreement. MHP is entitled to receive, as its sole recourse for the recoupment of drilling costs, the revenue from production of the Well attributable to Torchlight Subs’s interest until such time as it has recovered its reasonable costs and expenses for drilling, completing, and operating the well.

In exchange for MHP satisfying the above drilling obligations, Torchlight Subs granted to MHP the exclusive right and option to perform operations, at MHP’s sole cost and expense, on the Hazel Project sufficient to satisfy Torchlight Subs’s continuous development obligations on the northern half of the prospect. MHP declined to exercise its option to purchase the entire Hazel Project.

Full impairment of the historical cost incurred in prior periods for the Hazel Project has been previously recognized.

Hunton Play, Central Oklahoma

As of ~~September~~March 3031, ~~2025~~2026, the Company was producing from one well in the Viking Area of Mutual Interest and one well in Prairie Grove.

~~Louisiana~~Full ~~Projects~~impairment of the historical cost incurred in prior periods for the Oklahoma properties has been previously recognized.

In March 2024, we entered into and closed a Contribution Agreement with Wildcat Partners SPV, LLC, a Delaware limited liability company (“Wildcat”), under which Wildcat transferred to us 100% of the issued and outstanding membership interests in each of (a) Wildcat Cowboy, LLC, a Texas limited liability company (“Cowboy”), (b) Wildcat Packer, LLC, a Texas limited liability company (“Packer”), (c) Wildcat Panther, LLC, a Texas limited liability company (“Panther”) and (d) Wildcat Valentine, LLC, a Texas limited liability company (“Valentine”). As consideration, we issued 2,500,000 shares of our common stock, under the terms and conditions of the Contribution Agreement.

MPC previously owned and sold to Wildcat the underlying oil and gas prospects owned by Cowboy, Packer, Panther and Valentine. MPC always retained a 25% back-in after payout and various overriding royalty interests in the prospects owned by Cowboy, Packer, Panther and Valentine, but MPC agreed to waive its 25% back-in after payout but retain its overriding royalty interests in all such prospects in an effort to facilitate the transactions described below, including the sale of the leases owned by Valentine, including a leasehold estates in approximately 3,878.90 gross acres and 3,626.25 net acres of land situated in Lafourche Parish, Louisiana (the “Valentine Leases”), and the leases owned by Panther, including leasehold estates in approximately 618 gross acres and 618 net acres of land situated in Acadia Parish, Louisiana (the “Panther Leases”), the leases owned by Packer, including leasehold estates in approximately 4,349 gross acres and 4,349 net acres of land situated in Acadia and Lafourche Parish, Louisiana (the “Packer Leases”), the leases owned by Cowboy, including leasehold estates in approximately 835 gross acres and 835 net acres of land situated in Acadia Parish, Louisiana (the “Cowboy Leases).

Concurrent with the closing of the above transactions with Wildcat, we entered into and closed a Participation Agreement with Magnetar Exploration L.P., an unrelated developer of oil and gas properties (“Magnetar”), under which we sold a 100% working interest, entitled to not less than a 75% net revenue interest, in and to the Valentine Leases, along with a 100% right, title and interest in all contracts affecting the Valentine Leases, all under the terms and conditions of such Participation Agreement, including the following consideration: (a) Magnetar paid $964,448 from which we are required to pay bonuses of $240,000 to ORX Exploration and $60,000 to Zebrowski Consulting resulting in net proceeds to us of $664,448; (b) Magnetar agrees to pay all delay rentals pertaining to the Valentine Leases which accrue during calendar year 2024 and during the months of January through August of 2025, provided, however, that if the initial test well is commenced at any time prior to the end of August, 2025, Magnetar’s obligation to bear delay rental expenses thereafter will be deemed terminated, and the obligation for the payment of subsequent delay rentals shall be governed by the subject operating agreement; (c) in the event Magnetar has not commenced actual drilling operations on lands covered by the Valentine Leases on or prior August 31, 2025, then Magnetar shall have the option to continue paying rentals or extending the leases within the Area of Mutual Interest (the “AMI”) until December 31, 2026; (d) we will have the option to participate for up to a 1/3 working interest in the initial test well to be undertaken by Magnetar on lands covered by the Valentine Leases, with this right to extend to subsequent wells to be undertaken by Magnetar, subject to the further provisions regarding operations; and (e) at least three working days prior to its spudding the initial test well, Magnetar will pay to us a spud fee of $600,000 of which $240,000 of the cost thereof will be shared with ORX Exploration and $120,000 will be shared with Zebrowski Consulting, leaving us with $240,000.

Also concurrent with the closing of the above transactions with Wildcat, we entered into and closed a Participation Agreement with Magnetar under which we sold to Magnetar a 100% working interest, entitled to not less than a 75% net revenue interest, in and to the Panther Leases covering approximately 618 gross acres of land situated within the AMI provided therein, along with a 100% right, title and interest in all contracts affecting the Panther Leases, for the following consideration: (a) Magnetar paid $428,918.05 to us and $70,081.95 to MPC for delay rentals paid by it; (b) Magnetar agrees to reimburse McCabe for its payment of delay rentals to sustain certain of the Panther Leases coming due in March and April 2024 in the amount of $70,081.98; (c) Magnetar agrees to pay all delay rentals pertaining to the Panther Leases which accrue during calendar year 2024, shown to be $23,888.90; (d) in the event Magnetar is unable to commence actual drilling operations on lands covered by the Subject Panther Leases on or prior February 1, 2025, then Magnetar shall have the option to extend or take new leases on any of the Panther Leases that would expire during the following 12 calendar months; (e) we will have the option to participate up to a 1/3 working interest in the initial test well to be undertaken by Magnetar on lands covered by the Panther Leases, with this right to extend to subsequent wells to be undertaken by Magnetar, subject to the further provisions regarding operations; (f) prior to its spudding the initial test well, Magnetar will pay to us a spud fee equal to $100,000 of which $20,000 will be shared with Zebrowski Consulting.

During the nine months ended September 30, 2025, the Company elected to participate in the drilling project conducted by Magnetar Drilling Fund on a Louisiana oil and gas lease owned by Wildcat Panther, LLC, a subsidiary of the Company. Drilling and Development began in July 2025. In November 2025, determination was made that the well would be a dry hole. Impairment of $5,038,725 recorded at September 30, 2025 represents the cumulative incurred cost related to the Wildcat Panther LLC development.

The McCabe Contribution Agreement

On July 25, 2023, the Company entered into a Contribution Agreement among the Company, Mr. McCabe, and MPC, an entity exclusively owned and operated by Mr. McCabe (the “McCabe Contribution Agreement”)~~, pursuant to which Mr~~. ~~McCabe~~MPC ~~will~~has ~~contribute~~committed up to a ten percent (10%) back-in working interest option for the Orogrande Project exercisable following the point in time at which the proceeds of all production from all operations conducted on the Orogrande Project (exclusive of royalty, overriding royalty and taxes chargeable to the working interest) equals the actual cost incurred by NBH and its predecessors in drilling, testing, equipping and the cost of operating the wells located on the Orogrande Prospect, inclusive of overhead charges (the “Back-In Interest”), an option originally granted to Mr. McCabe pursuant to that certain Participation Agreement, dated September 23, 2014 (the “Participation Agreement”), by and among Mr. McCabe, Hudspeth, and MPC, and MPC will contribute up to one hundred percent (100%) of the interest currently held by MPC in the drilling project located on over 1,150 acres in Vermillion Parish, Louisiana (the “Bronco Prospect”). Pursuant to the McCabe Contribution Agreement, and subject to the satisfaction of certain conditions provided therein, including the effectiveness of the Company’s Registration Statement on Form S-1 (File No. 333-273442) filed with the SEC on July 26, 2023 (as amended, the “Registration Statement”), Mr. McCabe would contribute an amount of the Back-In Interest and MPC would contribute an amount of the Bronco Prospect in proportion to the percentage of shares of common stock of NBH that were directly registered in the name of the beneficial owner with the Company’s transfer agent on or prior to the record date (as defined in the Registration Statement) and remain directly registered with the Company’s transfer agent for the holding period (as defined in the Registration Statement). The Registration Statement, however, was ultimately withdrawn at the request of the SEC and the Company is presently evaluating other alternatives.

~~During~~In July 2024 the ~~year~~Company ~~ended~~agreed ~~December~~to ~~31,~~participate ~~2024,~~in wethe ~~recorded~~cost anof ~~account~~seismic ~~payable~~data for the Bronco project to preserve its option to receive an assignment from MPC (aon ~~related~~the ~~party)~~acreage with the intention of ~~$97~~developing it at some time in the future,~~027~~ toand ~~recognize~~with ~~payments~~the ~~made~~understanding ~~previously~~that discussions were byongoing between MPC and unrelated parties for them to ~~maintain~~potentially acquire the Bronco. ~~oil~~In ~~and~~the ~~natural~~event ~~gas~~the ~~leases.~~Bronco ~~Since~~was ~~the~~sold ~~transfer~~to ofan unrelated party, the ~~Bronco~~Company ~~project~~would ~~has~~receive ~~not~~all ~~occurred~~cash asand/or ofworking ~~September~~interest ~~30, 2025,~~equity ~~these~~retained ~~costs~~in ~~remain~~the ~~recorded~~sale. McCabe would only retain his overriding royalty interest as ~~Prepayments~~previously -disclosed ~~development~~and ~~costs~~will not receive any additional compensation.

The Company has paid $474,103 toward the seismic data collection and other costs related to maintain the Bronco leases through December 31, 2025, which it recorded as a prepayment toward either a future assignment of the Bronco, or as having an interest in the proceeds of a sale of the Bronco by Mr. McCabe to an unrelated party. These costs have been reclassified as of December 31, 2025, as “Other assets – related party”.

RELATED PARTY BALANCES

The 2021 Note and Loan Agreement

On October 1, 2021, the Company entered into a note payable with Meta, its former parent, to borrow up to $15 million which bears interest at 8% per annum, computed on the basis of a 360-day year (the “2021 Note”). The 2021 Note was initially to mature on March 31, 2023 (the “2021 Note Maturity Date”); provided, however, if the Company raised $30 million or more in capital through debt or equity or a combination thereof by the 2021 Note Maturity Date, the 2021 Note Maturity Date would be extended to September 30, 2023, and the outstanding principal of the 2021 Note would amortize in six equal, monthly installments. If an event of default has occurred and is continuing, interest on the 2021 Note may accrue at the default rate of 12% per annum. The ~~outstanding principal of the~~ 2021 Note~~, together~~ ~~with all accrued interest thereon, becomes due on the 2021 Note Maturity Date. The 2021 Note~~ includes a restrictive covenant that, subject to certain exceptions and qualifications, restricts the Company’s ability to merge or consolidate with another person or entity, or sell or transfer all or substantially all of its assets, unless the Company is the surviving entity, or the successor entity assumes all of obligations under the 2021 Note. The 2021 Note iswas originally collateralized by certain shares of common stock in Meta held by one of Meta’s stockholders, Mr. McCabe~~, and by a lien on a 25% interest in the Orogrande Project owned by Wolfbone, a subsidiary of the Company~~.

On September 2, 2022, the Company entered into a loan agreement with Meta, as lender (the “Loan Agreement”) that would govern prior loan amounts advanced to the Company from Meta. As of August 11, 2022, and August 29, 2022, the Company borrowed an additional $1.2 million and $1.46 million, respectively, representing the remaining amount available for borrowing under the Loan Agreement and resulting in a total of $5 million principal amount outstanding related to the Loan Agreement, the proceeds of which were used for working capital and general corporate purposes. The term loans under the Loan Agreement bear interest at a per annum rate equal to 8% and were to mature on March 31, 2023 (the “Maturity Date”). The Loan Agreement includes customary representations and covenants that, subject to exceptions and qualifications, restrict our ability to do certain things, such as: engage in mergers, acquisitions, and asset sales; transact with affiliates; undergo a change in control; incur additional indebtedness; incur liens; make loans and investments; declare dividends or redeem or repurchase equity interests; and enter into certain restrictive agreements. In addition, the Loan Agreement contains customary events of default, mandatory prepayment events and affirmative covenants, including, without limitation, covenants regarding the payment of taxes and other obligations, maintenance of insurance, maintenance of our material properties, reporting requirements, compliance with applicable laws and regulations, and formation or acquisition of new subsidiaries.

Under the terms of the Arrangement Agreement that governed the merger transaction between Torchlight and Meta in June 2021, the oil and natural gas assets were to be sold or spun out from Meta and the costs of any sale or spin-off incurred by Meta were to be borne the then-existing shareholders of Torchlight. The amount of the reimbursement payable to Meta in connection with the Spin-Off was $2.59 million which was added to the principal amount of the Loan Agreement for a principal balance outstanding of $7.59 million as of March 31, 2023. Concurrently with the amendment to the Loan Agreement, the Company made a prepayment of $1 million to reduce the principal balance to $6.59 million.

On August 7, 2023, Mr. McCabe and Meta entered into a Loan Sale Agreement whereby Mr. McCabe purchased from Meta (i) the 2021 Note and (ii) all outstanding loans made to the Company by Meta pursuant to the Loan Agreement (the “Loan Purchase”). As a result of the Loan Purchase, Mr. McCabe replaced Meta as the lender and secured party under the 2021 Note and the Loan Agreement. The Company’s obligations and responsibilities under the 2021 Note and the Loan Agreement remain unchanged.

The combined balance on the 2021 Note and the Loan Agreement as of March 31,2026 was $21.22 million. As of March 31, 2026, the combined total accrued and unpaid interest under the 2021 Note and the Loan Agreement was $6.88 million.

The maturity dates of the 2021 Note and Loan Agreement have been extended several times. An amendment to the 2021 Note and Loan Agreement entered into on June 30, 2025, includes an automatic renewal provision, and the maturity date of both is presently extended to June 30, 2026.

On December 22, 2022, the Company issued an unsecured promissory note in the principal amount of up to $20 million in favor of Mr. McCabe (the “2022 Note”), which bears interest at 5% per annum, computed on the basis of a 365-day year. As of March 31, 2026, the Company had $25.17 million in principal amount outstanding under the 2022 Note. As of March 31, 2026, the Company had $3.22 million in accrued but unpaid interest on the 2022 Note.

The maturity dates of the 2022 Note have been extended several times. An amendment to the 2022 Note entered into on June 30, 2025 includes an automatic renewal provision, and the maturity date of both is presently extended to June 30, 2026.

MPC has also advanced $97,027 for advance lease payments related to the “Bronco Project” which is pending transfer to the Company as of December 31, 2025. The Company is accounting for the advances as accounts payable and prepaid costs until the transfer of the project is completed. The prepaid costs have been reclassified as of December 31, 2025, as “Other assets – related party”.

On September 2, 2022, the Company entered into a loan agreement with Meta, as lender (the “Loan Agreement”) that would govern prior loan amounts advanced to the Company from Meta. As of August 11, 2022, and August 29, 2022, the Company borrowed an additional $1.2 million and $1.46 million, respectively, representing the remaining amount available for borrowing under the Loan Agreement and resulting in a total of $5 million principal amount outstanding related to the Loan Agreement, the proceeds of which were used for working capital and general corporate purposes. The term loans under the Loan Agreement bear interest at a per annum rate equal to 8% and were to mature on March 31, 2023 (the “Maturity Date”); provided, however, if the Company raised $30 million or more in capital through debt or equity, or a combination thereof by the Maturity Date, the Maturity Date would be extended to October 3, 2023 and the term loan would be amortized in six equal monthly installments. The Loan Agreement includes customary representations and covenants that, subject to exceptions and qualifications, restrict our ability to do certain things, such as: engage in mergers, acquisitions, and asset sales; transact with affiliates; undergo a change in control; incur additional indebtedness; incur liens; make loans and investments; declare dividends or redeem or repurchase equity interests; and enter into certain restrictive agreements. In addition, the Loan Agreement contains customary events of default, mandatory prepayment events and affirmative covenants, including, without limitation, covenants regarding the payment of taxes and other obligations, maintenance of insurance, maintenance of our material properties, reporting requirements, compliance with applicable laws and regulations, and formation or acquisition of new subsidiaries.

On March 31, 2023, the Company entered into an amendment to the 2021 Note and an amendment to Loan Agreement in order to extend each of the 2021 Note Maturity Date and the Maturity Date respectively from March 31, 2023, to October 3, 2023. Such amendments also removed the provisions allowing for extensions of the 2021 Note Maturity Date and the Maturity Date in the event the Company raised $30 million or more in capital through debt or equity or a combination thereof by March 31, 2023.

Under the terms of the Arrangement Agreement that governed the merger transaction between Torchlight and Meta in June 2021, the oil and natural gas assets were to be sold or spun out from Meta and the costs of any sale or spin-off incurred by Meta were to be borne the then-existing shareholders of Torchlight. The amount of the reimbursement payable to Meta in connection with the Spin-Off is $2.59 million which was added to the principal amount of the Loan Agreement for a principal balance outstanding of $7.59 million as of March 31, 2023. Concurrently with the amendment to the Loan Agreement, the Company made a prepayment of $1 million to reduce the principal balance to $6.59 million.

On August 7, 2023, Mr. McCabe and Meta entered into a Loan Sale Agreement whereby Mr. McCabe purchased from Meta (i) the 2021 Note and (ii) all outstanding loans made to the Company by Meta pursuant to the Loan Agreement (the “Loan Purchase”). As a result of the Loan Purchase, Mr. McCabe replaced Meta as the lender and secured party under the 2021 Note and the Loan Agreement. Additionally, as part of the Loan Purchase, Meta assigned to Mr. McCabe its lien on 25% of the Orogrande Prospect. The Company’s obligations and responsibilities under the 2021 Note and the Loan Agreement remain unchanged.

The combined balance on the 2021 Note and the Loan Agreement as of September 30, 2025, was $21.22 million. As of September 30, 2025, the combined total accrued and unpaid interest under the 2021 Note and the Loan Agreement was $6.03 million.

On October 1, 2023, the Company entered into an amendment to the 2021 Note and an amendment to Loan Agreement in order to extend each of the 2021 Note Maturity Date and the Maturity Date respectively from October 3, 2023 to March 31, 2024. An amendment to the 2021 Note entered into on June 30,2025 includes an automatic renewal provision and the maturity date of the 2021 Note is presently extended to March 31, 2026.

December 2022 Note

On December 31, 2023, the Company entered into an amendment to the 2022 Note in order to extend the 2022 Note Maturity Date to March 31, 2024. An amendment to the 2022 Note entered into on June 30,2025 includes an automatic renewal provision and the maturity date of the 2022 Note is presently extended to March 31, 2026.

As of September 30, 2025, the Company had $22.76 million in principal amount outstanding under the 2022 Note. As of September 30, 2025, the Company had $2.80 million in accrued but unpaid interest on the 2022 Note.

As of September 30, 2025, the total Related Party balances include the 2021 Note and Loan Agreement and the December 2022 Note, as detailed above, totaling $43.98 million, and additional borrowing and adjustment to the December 2022 Note during the nine months ended September 30, 2025, totaling $1,018,000. Included in this amount, was $215,000 advanced by Mr. McCabe for settlement of an account payable.

A portion of the advances from Mr. McCabe are not interest bearing. Imputed interest of $37,500 has been recorded on the -0-% portion of the note for the nine months ended September 30, 2025.

COMMITMENTS AND CONTINGENCIES

Legal Matters

On March 15, 2024, a securities class action captioned Targgart v. Next Bridge Hydrocarbons, Inc., et al., No. 24-cv-1927, was filed in the U.S. District Court for the Eastern District of New York. The action is brought on behalf of a putative class of persons or entities that acquired the Company’s shares in connection with the Company’s ~~spin~~Spin-off from Meta Materials, Inc., in December 2022. The complaint names as defendants the Company and certain of its current and former officers and directors. The complaint asserts claims under Sections 11 and 15 of the Securities Act, alleging that the Form S-1 that the Company filed with the SEC on July 14, 2022, which became effective on November 18, 2022, contained untrue statements or omissions. The complaint seeks, among other things, unspecified statutory and compensatory damages. On August 12, 2024, the case was transferred to the Northern District of Texas. On September 9, 2024, plaintiffs filed an amended complaint that added a Section 12(a)(2) claim against the Company. On July 3, 2025, the District Court granted Defendants’ Motion to Dismiss and dismissed the case with prejudice. Final Judgment was entered that same day. On July 29, 2025, the plaintiffs filed a Notice of Appeal to appeal the case to the U.S. Court of Appeals for the Fifth Circuit. This appeal is still pending.

On ~~May~~December 79, 2024, a ~~stockholder~~pro ~~derivative~~se ~~petition~~plaintiff ~~captioned~~brought ~~Bartok~~claims v.against ~~Greg~~the ~~McCabe,~~Company ~~et al., No. 017-352565-24, was filed~~ in the ~~District Court~~United ofStates ~~Tarrant~~District ~~County~~Court, ~~Texas.~~Western ~~The~~District, ~~petition~~Midland Division ~~names~~under ~~the~~a ~~Company~~lawsuit ascaptioned aMatthew ~~nominal~~J. ~~defendant~~Pease ~~and~~v. ~~asserts~~Securities ~~breach~~& ofExchange ~~fiduciary~~Commission, ~~duty~~Financial ~~and~~Industry ~~other~~Regulatory Authority, ~~assorted~~Depository ~~claims~~Trust ~~against~~& ~~current~~Clearing ~~and~~Corporation, ~~former~~OTC ~~officers~~Markets ~~and~~Group, ~~directors~~Inc., ofJohn ~~the~~Brda, ~~Company~~Gregory ~~and~~McCabe, ofNext ~~Meta~~Bridge ~~Materials~~Hydrocarbons, Inc., which ~~The~~claims ~~stockholder~~include: ~~makes~~(i) ~~allegations about~~violations ~~the~~of ~~defendants’~~Sarbanes-Oxley ~~conduct~~Act; in(ii) ~~the~~violation ~~Company’s~~of ~~2022~~Regulation ~~spin-off~~FD; ~~from~~(iii) ~~Meta~~negligent ~~Materials,~~and ~~Inc.,~~intentional ~~and~~infliction of ~~alleges~~emotional ~~continuing~~distress; ~~breaches~~(iv) ~~by failing~~conspiracy to ~~correct~~commit ~~allegedly~~fraud; ~~misleading~~and ~~statements~~(iv) ~~made~~antitrust inviolations ~~connection~~under ~~with~~ the ~~spin-off~~Sherman Act. OnThe ~~November~~Company ~~13,~~filed ~~2025~~a motion to dismiss, ~~the~~which ~~court~~was ~~issued~~granted anon ~~order of~~February ~~nonsuit~~25, ~~without~~2026, ~~prejudice~~and ~~for~~all claims against the ~~case~~Company ~~after~~were dismissed with prejudice. Since dismissal, the plaintiff has filed a notice ~~requesting~~of ~~the~~appeal ~~same~~which is still pending.

On December 6, 2024, a pro se plaintiff brought claims against the Company in the United States District Court, Western District, Midland Division under a lawsuit captioned Danielle Spears v. Next Bridge Hydrocarbons, Inc., Gregory McCabe, John Brda, Roger N. Wurtele, Kenneth Rice, Joseph DeWoody, Clifton Dubose and Jane Doe 1/20, John Doe 1-20, which claims include allegations of numerous violations of federal securities law, including: (i) violations of the Securities Exchange Act of 1934; (ii) negligence; (iii) failure to resolve the FINRA U3 halt, with reference to Section 10(b); (iv) unjust enrichment; (v) conspiracy to commit fraud; and (vi) emotional distress (negligent or intentional infliction). The Company filed a motion to dismiss, which was granted on February 24, 2026, and all claims against the Company were dismissed with prejudice. Since dismissal, the plaintiff has filed a notice of appeal, which is still pending.

On December 6, 2024, a pro se plaintiff brought claims against the Company in the United States District Court, Western District, Midland Division under a lawsuit captioned Contique Willcot v. Securities & Exchange Commission, GTS Securities, LLC, Ari Rubinstein, Next Bridge Hydrocarbons, Inc., John Brda, Gregory McCabe, Financial Industry Regulatory Authority, which claims include allegations of numerous violations of federal securities law, including: (i) violations of the Securities Exchange Act of 1934; (ii) violation of the Sherman Antitrust Act and the Clayton Act; (iii) negligence; and (iv) unjust enrichment. The Company filed a Motion to Dismiss, which was granted on March 16, 2026, and all claims against the Company were dismissed with prejudice. Since dismissal, the plaintiff has filed a notice of appeal, which is still pending.

Environmental Matters

The Company is subject to contingencies as a result of environmental laws and regulations. Present and future environmental laws and regulations applicable to the Company’s operations could require substantial capital expenditures or could adversely affect its operations in other ways that cannot be predicted at this time. As of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, no amounts had been recorded because no specific liability has been identified that is reasonably probable of requiring the Company to fund any future material amounts.

MEZZANINE EQUITY

Series A Preferred Stock

On August 20, 2025, the Company entered into and closed a transaction with Panther Bridge, LLC, a Texas limited liability company (“Panther Bridge”), under which Panther Bridge loaned $6,000,000 to the Company, see note 10. The transaction was ~~effected~~ effective through a Subscription Agreement that was entered into between the two parties, under which the Company sold to Panther Bridge an 18% Unsecured Promissory Note in the original principal amount of $6,000,000~~.00~~ (the “Panther Bridge Note”), along with 3,000,000 shares of Series A Redeemable Preferred Stock, par value of $0.0001 per share (the “Preferred Stock”) for $0. The Series A Preferred Stock ~~was~~is recorded at the fair value at the time of issuance of $04,843 in the Company’s Condensed Consolidated ~~Balance Sheets~~Financial ~~and statements of changes in stockholders’ equity and mezzanine equity~~Statements.

Mezzanine Classification

The Series A Preferred Stock is redeemable in the event of certain change of control events involving the Company. S99-3A(2) of the SEC’s Accounting Series Release No. 268 (“ASR 268”) requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder, or (iii) upon the occurrence of an event that is not solely within the control of the issuer. Preferred securities that are mandatorily redeemable are required to be classified by the issuer as liabilities whereas under ASR 268 guidance an issuer should classify a preferred security whose redemption is contingent on an event not entirely in control of the issuer as mezzanine equity. The Series A Preferred Stock is not mandatorily redeemable,. ~~however,~~A a change in control, however, is not solely in control of the Company, and accordingly, the Company determined that mezzanine treatment is appropriate for the Series A and has presented it as such in our Condensed Consolidated ~~Balance~~ ~~Sheets~~Financial ~~and~~Statements ~~statement~~as of ~~changes~~and infor ~~stockholders’~~the ~~equity~~year ended ~~and~~December ~~mezzanine equity~~31, as2025 of and for the ~~year~~three months ended ~~September~~March 3031, ~~2025~~ 2026.

Liquidation Preference

The Series A Preferred Stock will rank senior to the Company’s common stock, ~~(the “Common Stock”),~~ with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Dividends

Holders of the Series A Preferred Stock are entitled to a dividend at the rate of 18.0% per annum, compounding quarterly, paid in cash, at the Company’s election. For any quarter in which the Company elects not to pay the dividend in cash, such dividend will become part of the redemption price of each share of Series A Preferred Stock as of the applicable dividend payment date. During the ~~quarter~~three months ended ~~September~~March 3031, ~~2025~~2026, the Company did not declare or pay dividends.

Voting

The Series A Preferred Stock will not be entitled to vote with the holders of the ~~Common~~common ~~Stock~~stock.

Redemption

At any time, the Company may redeem, ratably, in whole, the shares of Series A Preferred Stock of any holder outstanding at such time at a redemption price per share of Series A Preferred Stock equal to the following: sum of (i) $1.00 plus (ii) all unpaid dividends (whether or not declared) on such share accrued from (and including) the immediately preceding dividend payment date to (but not including) the redemption date.

Change in Control Redemption

In the event of any change in control transaction occurring after the original issuance date, each holder of shares of Series A Preferred Stock outstanding immediately prior to the consummation of such change in control transaction shall be entitled to have all, but not less than all, of the shares of Series A Preferred Stock be redeemed at the redemption price upon the consummation of such change in control transaction.

As of ~~September~~March 3031, ~~2025~~2026, the Series A Preferred Stock is not probable of becoming redeemable.

STOCKHOLDERS’ EQUITY

The Company has 500,000,000 authorized shares of common stock, par value of $0.0001 per share, and 50,000,000 authorized shares of preferred stock, par value of $0.0001 per share.

~~Year~~ Three months ended ~~December~~March 31, ~~2024~~2025

Effective ~~February~~ 29December 30, 2024, the Company issued ~~500~~8,~~000~~ 432,047 shares of common stock asto ~~compensation~~the ~~under~~Participants in the Johnson Project. On October 6, 2023, the Company and certain investor participants (each a ~~third~~“Participant” ~~party~~and ~~consulting~~collectively ~~agreement~~the “Participants”) entered into twenty-five separate Participation Agreements (the “Participation Agreements”) to conduct drilling of wells in the Company’s approximately 17,000 acre Johnson Prospect in Hudspeth County, Texas. Within a specified period following drilling of the initial five wells, pursuant to the Participation Agreement, each Participant had the right to elect to transfer and assign all its interests to the Company in exchange for the issuance of shares of common stock. All 25 participants elected to exercise that right effective December 30, 2024, requiring the issuance of common stock. Certificates were issued in first quarter of 2025.

InOn March ~~2024~~10, ~~we enter into and closed a Contribution Agreement with Wildcat Partners SPV~~2025, ~~LLC, a Delaware limited liability company (“Wildcat”), under which Wildcat transferred to us 100% of~~ the ~~issued~~Company ~~and~~authorized ~~outstanding~~issuance ~~membership interests in each~~ of ~~(a) Wildcat Cowboy~~1, ~~LLC~~025,000 ashares ~~Texas limited~~of ~~liability~~common ~~company~~stock ~~(“Cowboy”),~~valued ~~(b)~~at ~~Wildcat~~par ~~Packer,~~value ~~LLC,~~of a$103 ~~Texas~~to ~~limited liability company (“Packer”)~~directors, ~~(c)~~ ~~Wildcat~~an ~~Panther~~officer, ~~LLC, a Texas limited liability company (“Panther”)~~ and ~~(d) Wildcat Valentine, LLC,~~ a ~~Texas~~consultant ~~limited~~for ~~liability company (“Valentine”)~~services. ~~As consideration, we issued 2,500,000 shares of our common stock, under the terms and conditions of the Contribution Agreement.~~

~~On April~~Three 2,months ~~2024,~~ended weMarch ~~entered into a Consulting Agreement with a third party individual~~31, ~~under which the Consultant has agreed to provide analysis and advisory services to us for consideration of 100,000 shares of common stock.~~2026

~~Effective December~~There ~~30,~~were ~~2024,~~no ~~the~~issues ~~Company approved issuance~~ of ~~8,432,047~~common ~~shares~~or ofpreferred ~~common~~ stock during to the ~~Participants~~three inmonths ~~the~~ended ~~Johnson Project. The share certificates were issued in~~ March ~~2025. On October 6~~31, 2023, the Company and certain investor participants (each a “Participant” and collectively the “Participants”) entered into twenty-five separate Participation Agreements (the “Participation Agreements”) to conduct drilling of wells in the Company’s approximately 17,000 acre Johnson Prospect in Hudspeth County, Texas, which was a portion of the Company’s Orogrande Prospect2026. Within a specified period following drilling of the initial five (5) wells, pursuant to the Participation Agreement, each Participant had the right to elect to transfer and assign all its interests to the Company in exchange for the issuance of shares of common stock. All 25 participants elected to exercise that right effective December 30, 2024. requiring the issuance of common stock.

OnAs ~~December~~of March 31, ~~2024~~2026, the Company ~~issued~~had 3264,~~000~~637,~~000~~564 outstanding shares of common stock toand ~~directors~~3, ~~an officer~~000,000 ~~and~~shares aof ~~consultant~~preferred ~~for~~stock ~~services~~outstanding. ~~The share certificates were issued in April 2025.~~

~~As of December 31, 2024, the Company had 251,930,516 outstanding shares of common stock and no shares of preferred stock outstanding.~~ 20

Nine Months ended September 30, 2025

On March 10, 2025, the Company issued 1,025,000 shares of common stock to directors, and an officer. for services. The share certificates were issued in April 2025.

In September 2025, the Company authorized issuance of 250,000 shares of common stock to a consultant for services. The share certificates were issued in November 2025.

As of September 30, 2025, the Company had 264,387,563 outstanding shares of common stock and no shares of preferred stock outstanding.

Stock Based Compensation

In 2022, the Company’s board of directors adopted, and the stockholders approved, the 2022 Equity Incentive Plan (the “2022 Plan”). The 2022 Plan permits the Company to grant stock options, restricted stock, restricted stock units, performance shares awards and any one or more of the foregoing, for up to a maximum of 58,273,612 shares following an automatic increase to the number of shares reserved under the 2022 Plan on January 1, 2023. During the first and second quarters, 2023 the Company granted 35,856,521 stock options as authorized under the 2022 Plan. Vesting is subject to continued service with the Company for up to one year with provisions for earlier vesting subject to the attainment of events outlined in the Plan. Upon the resignations by certain of the Company’s employees in second quarter, 2023, 6,618,889 of the options granted to those employees were forfeited, canceled and returned to the option pool available under the 2022 Plan.

During the year ended December 31, 2023, the Company granted 35,856,521 stock options in the first and second quarters of 2023 as authorized under the 2022 Plan.

Upon the resignations by certain of the Company’s employees in the second quarter, 2023, 6,618,889 of the options granted to those employees in March, 2023 were forfeited, canceled, and returned to the option pool available under the 2022 Plan.

As of March 31, 2026, and December 31, 2025, 29,237,632 options were outstanding.

Vesting was subject to continued service with the Company for up to one year with provisions for earlier vesting subject to the attainment of events outlined in the Plan.

~~Options~~All options outstanding were fully vested as of December 31, 2023.

Options granted were valued using the Black-Scholes Option Pricing Model resulting in a total value for 2023 of $4,781,278.

Inputs to the Black-Scholes Model are as follows:

Risk-free interest rate		4.00%
Expected volatility of common stock		125.39%
Dividend yield		0.00%
Discount due to lack of marketability		0%
Expected life of option/warrant		~~Ten~~5.5 Years

Option expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and the year ended December 31, ~~2024~~2025, net of forfeitures, was $-0- and $-0-, respectively. No options were granted in ~~2024~~2025 or in the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026.

A summary of stock options outstanding as of ~~September~~March 3031, ~~2025~~2026, all of which expire in 2033, including the relevant exercise price is ~~presented~~ presented below:

Schedule of Stock Options Outstanding

Exercise		Expiration
Price		2033		Total
$	1.2056		29,237,632		29,237,632
			29,237,632		29,237,632

INCOME TAXES

The Company recorded no income tax provision at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 because of anticipated losses for the ~~2025~~2026 fiscal ~~year~~ year and actual losses incurred in ~~2024~~2025.

The Company estimates its annual effective income tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which it operates. Statutory tax rate changes and other significant or unusual items are recognized as discrete items in the quarter in which they occur. The Company recorded no income tax expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 because the Company expects to incur a tax loss in the current year. Similarly, no income tax expense was recognized for the year ended December 31, ~~2024~~2025.

22The Company had federal net operating loss carryforwards of $123,896,313 as of December 31, 2025. The federal net operating loss carryforward will begin to expire in 2035. Realization of the deferred tax asset is dependent, in part, on generating sufficient taxable income prior to expiration of the loss carryforwards. The Company has placed a 100% valuation allowance against the net deferred tax asset because future realization of these assets is not assured.

The Company had a Gross deferred tax asset related to federal net operating loss carryforwards of $119,564,108 and $113,235,679 at September 30, 2025 and December 31, 2024, respectively. The federal net operating loss carryforward will begin to expire in 2034. Realization of the deferred tax asset is dependent, in part, on generating sufficient taxable income prior to expiration of the loss carryforwards. The Company has placed a 100% valuation allowance against the net deferred tax asset because future realization of these assets is not assured.

10.

NOTES PAYABLE

2021 Note

On October 1, 2021, we issued a secured, revolving promissory note in an original principal amount of up to $15 million, which was subsequently increased to $20 million, in favor of Meta (as amended to date, the “2021 Note”). The 2021 Note was fully drawn with a principal balance outstanding of $20 million, bears interest at 8% per annum, computed on the basis of a 360-day year. If an event of default has occurred and is continuing, interest on the 2021 Note may accrue at the default rate of 12% per annum.

On August 7, 2023, following the Loan Purchase, Mr. McCabe replaced Meta as the lender and secured party under the 2021 Note but the Company’s obligations under the 2021 Note remain unchanged.

On December 31, 2023, the Company and Mr. McCabe as successor in interest to Meta entered into an amendment to the 2021 Note and an amendment to the Loan Agreement extending the 2021 Note ~~Maturity~~maturity ~~Date and the Maturity Date~~date. An amendment to the 2021 Note entered into on June 30, 2025 includes an automatic renewal provision, and the maturity date of the 2021 Note is presently extended to ~~March~~June 3130, 2026.

Loan Agreement

Additionally, we have an aggregate principal balance of $6,~~589~~221,~~362~~028 outstanding under the Loan Agreement with Mr. McCabe as successor-in-interest to Meta, which bears interest at a fixed rate of 8% per annum if no event of default exists, and at a fixed rate of 12% per annum if an event of default exists.

On December 31, 2023, the Company and Mr. McCabe entered an amendment to the Loan Agreement extending the maturity date. An amendment to the Loan Agreement entered into on June 30, 2025, includes an automatic renewal provision, and the maturity date of the Loan Agreement is presently extended to ~~March~~June 3130, 2026.

The combined balance on the 2021 Note ($15.00 million) and the Loan Agreement ($6.222 million) as of ~~September~~March 3031, ~~2025~~2026, was $21.22 million. As of ~~September~~March 3031, ~~2025~~2026, the total accrued and unpaid interest under the 2021 Note and the Loan Agreement was $6.0388 million.

December 2022 Note

In connection with the Merger, on December 22, 2022, the Company entered into an additional Note in the principal amount of up to $20 million in favor of Mr. McCabe. Mr. McCabe is the largest shareholder of the Company’s common stock and the chairman of the board of directors of the Company. As of ~~September~~March 3031, ~~2025~~2026, the Company had a balance of $2225.7617 million and accrued and unpaid interest of $23.8022 million due under the 2022 Note. An amendment to the 2022 Note entered into on June 30, 2025 includes an automatic renewal provision, and the maturity date of the 2022 Note is presently extended to ~~March~~June 3130, 2026.

As of ~~September~~March 3031, ~~2025~~2026, Notes Payable – related party includes balances of the 2021 Note and Loan Agreement and the December 2022 Note, as detailed above, totaling $4346.9839 million, and additional borrowing and adjustment to the December 2022 note during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 totaling $1540,~~018,~~000. ~~Included in this amount, was $215,000 advanced by Mr. McCabe for settlement of an account payable.~~

A portion of the advances from Mr. McCabe are not interest bearing. Imputed interest of $3712,500 has been recorded on the -0-% portion of the note for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026.

CAPCO Note February 2024

On February 29, 2024, CAPCO Holding, Inc., a Texas corporation (“Capco”), loaned us $2,000,000 under a 12% Secured Promissory Note (the “Capco Note”), which provides, among other things, that the loan will be due in one year, with us having the option to extend the loan by one additional year. The loan will bear interest at the rate of 12% per annum and will be payable in one balloon payment of principal and interest on the maturity date. If we elect to extend the loan for one year, we must pay all accrued interest for that first year, and thereafter, the loan will bear interest at a rate that is mutually agreeable to us and Capco, which rate will not exceed 18% per annum, and will be payable in one balloon payment of principal and interest on the extended maturity date. As part of the transaction, Gregory McCabe, our Chairman and Chief Executive Officer, entered into a Stock Pledge and Security Agreement with Capco under which he pledged 250,000 of his shares of common stock of the Company to secure our obligations under the Capco Note. Further, Mr. McCabe entered into a Subordination Agreement (the “Subordination Agreement”) with Capco and us under which Mr. McCabe agreed to subordinate all of the Company’s indebtedness and obligations owed to Mr. McCabe to the Capco Note, under the terms and conditions of the Subordination Agreement.

The Note was paid in full in August 2025.

~~The~~ Panther Bridge LLC Note August 2025

On August 20, 2025, the Company entered into and closed a transaction with Panther Bridge, LLC, a Texas limited liability company (“Panther Bridge”), under which Panther Bridge loaned $6,000,000 to the Company. The transaction was effected through a Subscription Agreement that was entered into between the two parties, under which the Company sold to Panther Bridge an 18% Unsecured Promissory Note in the original principal amount of $6,000,000~~.00~~ (the “Panther Bridge Note”), along with 3,000,000 shares of Series A Redeemable Preferred Stock, par value of $0.0001 per share (the “Preferred Stock”), and an Assignment of Net Profits Interest and Irrevocable Option to Convert to Working Interest from the ownership in the Panther Prospect of the Company (the “Assignment”). Panther Bridge is managed by Gregory McCabe, Jr., the son of the Company’s Chairman and Chief Executive Officer, Gregory McCabe (“McCabe Sr.”). Neither of the McCabes have any economic interest in Panther Bridge. Panther Bridge has multiple outside investors, none of which are considered related persons to the Company.

The Panther Bridge Note bears interest at the rate of 18% per annum with one balloon payment of principal and interest being due and payable on the maturity date of August 20, 2026. The proceeds of the $6,000,000 loan are to be used to pay off the 12% Secured Promissory Note held by CAPCO Holding, Inc. in the principal amount of $2,000,000, to pay any obligations of the Company for the Panther Prospect, and for general corporate purposes. None of proceeds will be used for repayment of any debts owed to McCabe Sr. The Panther Prospect includes approximately 618 gross acres and 618 net acres of land situated in Acadia Parish, Louisiana. The Company has elected to participate as a non-operating working interest owner in the next well drilled on the Panther Prospect. As part of the loan transaction, the Company, Panther Bridge, and McCabe Sr. entered into a Subordination Agreement (the “Subordination Agreement”) under which McCabe Sr. agreed to subordinate all of the Company’s indebtedness and obligations owed to him to the indebtedness under the Panther Bridge Note, under the terms and conditions of the Subordination Agreement.22

The Panther Bridge Note bears interest at the rate of 18% per annum with one balloon payment of principal and interest being due and payable on the maturity date of August 20, 2026. The proceeds of the $6,000,000 loan were to be used to pay off the 12% Secured Promissory Note held by CAPCO Holding, Inc. in the principal amount of $2,000,000, to pay any obligations of the Company for the Panther Prospect, and for general corporate purposes. None of proceeds will be used for repayment of any debts owed to McCabe Sr. The Panther Prospect includes approximately 618 gross acres and 618 net acres of land situated in Acadia Parish, Louisiana. The Company has elected to participate as a non-operating working interest owner in the next well drilled on the Panther Prospect. As part of the loan transaction, the Company, Panther Bridge, and McCabe Sr. entered into a Subordination Agreement (the “Subordination Agreement”) under which McCabe Sr. agreed to subordinate all of the Company’s indebtedness and obligations owed to him to the indebtedness under the Panther Bridge Note, under the terms and conditions of the Subordination Agreement. The Panther well was declared to be a dry hole in November 2025.

Also, as part of the loan transaction, the Company issued to Panther Bridge 3,000,000 shares of newly designated Series A Redeemable Preferred Stock. The designation, voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions of the Preferred Stock are set forth in a Certificate of Designations filed with the Secretary of State of Nevada. The holders of the Preferred Stock have no voting rights. At the Company’s option, it may redeem the Preferred Stock, in whole or from time to time in part, on any business day after the date of issuance, at a per share redemption price equal to $1.00 plus all accrued and unpaid dividends on such share, if any. The Preferred Stock begins accruing dividends on the first anniversary of the issuance date, August 20, 2026, at the rate of 18% per annum of the per share redemption/liquidation price ($1.00 plus all unpaid dividends on such share). Additionally, there are restrictions on the Company declaring or making any distribution on common stock while there are any accrued and unpaid dividends owed to holders of Preferred Stock. Holders of the Preferred Stock also have certain rights upon liquidation, dissolution or winding up of the Company or upon a change or control of the Company. Specifically, in the event of any liquidation, dissolution or winding up, holders of the Preferred stock will have liquidation preference over holders of common stock.

Also, as part of the loan transaction, the Company granted to Panther Bridge an Assignment of Net Profits Interest and Irrevocable Option to Convert to Working Interest from the ownership in the Panther Prospect of the Company. Under the Assignment, the Company conveyed to Panther Bridge a 1/8th (12.50%) of 8/8ths Net Profits Interest (as defined below) in and to all the Company’s interests in the oil, gas and mineral leases and any future wells drilled thereon as described in “Annex A” to the Assignment (which the Company refers to as the Panther Prospect). The Assignment defines “Net Profits Interest” as the gross proceeds actually received by the Company from the sale of oil, gas, and other hydrocarbons produced and saved from the subject leases, less certain allowable costs, including actual and reasonable costs, expenses, and charges attributable to the subject leases that fall into certain categories (as further set forth in the Assignment). Panther Bridge also has the irrevocable one-time option, at any time, to convert any portion of the Net Profits Interest conveyed under the Assignment from a net profits interest to an undivided working interest of equal percentage to the amount of the Net Profits Interest converted, in the properties described in the Assignment.

24As of March 31, 2026, accrued and unpaid interest on the Panther Bridge note was $670,246.

11.

ASSET RETIREMENT OBLIGATIONS

The following is a reconciliation of the long term asset retirement obligations liability through ~~September~~March 3031, ~~2025~~2026:

Asset retirement obligations – January 1, 2024	$	248,651
Asset retirement obligations – January 1, 2025	$	1,099,311
Accretion expense		~~806~~7,~~381~~197
Estimated liabilities recorded		70,949
Settlement of ARO obligation		(26,670	)
Asset retirement obligations –December 31, 2024	$	1,099,311
Accretion expense		1,799
Estimated liabilities recorded		-
Settlement of ARO obligation		-(30,995	)
Asset retirement obligations – March 31, 2025	$	1,101,110
Asset retirement obligations – December 31, 2025	$	1,075,513
Accretion expense		1,~~799~~182
Estimated liabilities recorded		-
Settlement of ARO obligation		-
Asset retirement obligations – June 30, 2025	$	1,102,909
Asset retirement obligations – March 31, 2026	$	1,076,695
Accretion expense		1,800
Estimated liabilities recorded		-
Settlement of ARO obligation		-
Asset retirement obligations – September 30, 2025	$	1,104,709

In addition to the long term ARO liability detailed above, a current liability of $161,052 has been recorded for plugging and abandonment costs related to the Panther Project which are due with one year.

12.

SUBSEQUENT EVENTS

~~In September~~Management’s ~~2025,~~review ~~the~~revealed ~~Company~~no ~~authorized issuance of 250,000~~subsequent ~~shares~~events ofrequiring ~~common stock to a consultant for services~~disclosure. ~~The share certificates were issued in November 2025.~~

In November 2025 determination was made that the well for which drilling and development had begun in July 2025 as part of the Magnetar Drilling Fund Project on a Louisiana oil and gas lease owned by Wildcat Panther, LLC, would be a dry hole.23

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our ~~unaudited~~ unaudited condensed consolidated financial statements and related notes that are included elsewhere in this report and the audited condensed consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025. Some of the information contained in this discussion and analysis constitutes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this report, particularly under the section titled “Cautionary Statement Concerning Forward-Looking Statements.”

Executive Summary

We were incorporated in Nevada on August 31, 2021, as OilCo Holdings, Inc. and changed our name to Next Bridge Hydrocarbons, Inc. pursuant to our Amended and Restated Articles of Incorporation filed on June 30, 2022. We are an energy company engaged in the acquisition, exploration, exploitation and development of oil and natural gas properties in the United States. Our primary focus was previously the development of interests in an oil and natural gas project we held in the Orogrande Basin in West Texas in Hudspeth County, Texas. The mineral leases underlying the Orogrande Project expired on December 31, 2024.

We have minor interests in the Eastern edge of the Midland Basin in Sterling, Tom Green and Irion Counties, Texas, two minor well interests located in Oklahoma, and undeveloped mineral lease interests in LaFourche Parish and Acadia Parish, Louisiana.

We operate our business through nine wholly owned subsidiaries: Torchlight Energy, Inc. (TEI), Hudspeth Oil Corporation, Torchlight Hazel, LLC, Wolfbone Investments LLC, Hudspeth Operating LLC (Hudspeth), Wildcat Panther LLC, Wildcat Valentine LLC, Wildcat Cowboy LLC, and Wildcat Packer LLC.

Market Conditions, Commodity Prices and Interest Rates

U.S. and global markets have experienced heightened volatility following impactful geopolitical events, consistent evidence of widespread inflation, as well as increased fears of an economic recession. ~~Recent~~The ~~measures~~global ~~have~~banking ~~been~~sector ~~taken~~has byexperienced ~~the~~material ~~U.S.~~disruptions ~~Federal~~which has ~~Reserve~~also contributed to ~~combat~~market volatility. Further, the February 2026 military conflict involving the United States, Israel, and Iran ~~persistent~~has ~~inflation~~led byto ~~increasing~~significant ~~interest~~volatility ~~rates~~in ~~throughout~~the ~~2023~~market prices for crude oil and ~~2024~~natural gas. ~~The~~Any prolonged disruption to global ~~banking~~shipping ~~sector~~routes, particularly ~~has~~the ~~experienced~~Strait of Hormuz, could result in material ~~disruptions which~~impacts ~~has~~to ~~also~~global ~~contributed~~supply and demand balances, potentially leading to ~~market~~sudden price ~~volatility.~~drops ~~Further~~if global economic activity slows, ~~the~~or ~~full-scale~~extreme ~~military~~price ~~invasion~~spikes ofthat ~~Ukraine~~could byincrease ~~Russian~~our ~~troops~~operating ~~has~~and ~~continued~~service costs. This and ~~unabated~~other ~~since~~Middle ~~February~~East ~~2022~~conflicts, ~~coupled~~along with ~~related~~the ~~economic~~ongoing ~~sanctions~~war ~~imposed~~between onUkraine and Russia, ~~further~~could ~~exacerbating~~continue to exacerbate supply shortages, leading to disruptions in the credit and capital markets, including significant uncertainty in commodity prices,. ~~during~~While ~~2022~~we ~~and~~operate ~~into~~primarily ~~2025. Prices~~in the United States, prices for oil and natural gas are determined primarily by prevailing global market conditions, which have been and could continue to be volatile.

The combination of geopolitical events, inflation and the rising rate environment has led to increasing forecasts of a U.S. or global recession. Any such recession could prolong market volatility or cause a decline in commodity prices, among other potential impacts.

We cannot estimate the length or gravity of the future impact these events will have on our results of operations, financial position, liquidity and the value of oil and natural gas reserves.

Results of Operations

Results for the three ~~and nine~~ month periods ending ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025

Revenue and Gross Profit

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31
	2025			2024			2025			2024
	2026			2025
Product Sales BOE		~~130~~112			~~125~~131			~~360~~			~~409~~
Total Revenue	$	2,~~355~~725		$	23,~~055~~064		$	~~7,382~~		$	~~7,261~~
Cost of revenue	($	6036,~~114~~039	)	($	319,~~958~~598	)	($	~~83,799~~	)		~~(144,505~~	)
Gross Profit (Loss)	($	5733,~~759~~314	)	($	296,~~903~~534	)	($	~~76,417~~	)	($	~~137,244~~	)
Gross profit percentage		(~~2452~~1222.6153	)%		(~~1455~~213.1325	)%		~~(1035.18~~	)%		~~(1890.15~~	)%

2624

Production Revenues and Cost of Revenue

For the three months ended ~~September~~March 3031, ~~2025~~2026, we had production revenue of $2,~~355~~725 compared to $23,~~055~~064 of production revenue for the prior ~~year~~ year period. The change in revenue was primarily due to revenue from production sold from the Oklahoma wells. Our cost of revenue, consisting of lease operating expenses and production taxes, was $6036,~~114~~039 and $319,~~958~~598 for the three months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025, respectively.

For the nine months ended September 30, 2025, we had production revenue of $7,382 compared to $27,261 of production revenue for the prior year period. The change in revenue was primarily due to revenue from production sold from the Oklahoma wells. Our cost of revenue, consisting of lease operating expenses and production taxes, was $82,899 and $144,505 for the nine months ended September 30, 2025, and 2024, respectively.

Refer to the table of production and revenue included below for changes in revenue:

		Oil	Gas
		Production	Production	Oil		Gas		Total
Property	Quarter	{BBLS}	{MCF}	Revenue		Revenue		Revenue
Oklahoma	Q1 - 2024	28	809		2,002		1,565		3,567
Hazel (TX)	Q1 - 2024	0	0		-		-		-
Total Q1-2024		28	809	$	2,002	$	1,565	$	3,567
Oklahoma	Q2 - 2024	14	639		945		694		1,639
Hazel (TX)	Q2 - 2024	0	0		-		-		-
Total Q2-2024		14	639	$	945	$	694	$	1,639
Oklahoma	Q3 - 2024	14	668		1,076		979		2,055
Hazel (TX)	Q3 - 2024	0	0		-		-		-
Total Q3-2024		14	668	$	1,076	$	979	$	2,055
Oklahoma	Q4 - 2024	44	1384		3,111		2,213		5,324
Hazel (TX)	Q4 - 2024	0	0		-		-		-
Total Q4-2024		44	1384		3,111		2,213		5,324
Total 2024		100	3,500	$	7,134	$	5,451	$	12,585
Average Commodity Price				$	71.34	$	1.56
Oklahoma	Q1 - 2025	30	604		1,986		1,078		3,064
Hazel (TX)	Q1 - 2025	0	0		0		0		0
Total Q1-2025		30	604		1,986		1,078		3,064
Oklahoma	Q2 - 2025	14	510		816		1147		1963
Hazel (TX)	Q2 - 2025	0	0		0		0		0
Total Q2-2025		14	510		816		1147		1963
Oklahoma	Q3 - 2025	14	698		937		1418		2355
Hazel (TX)	Q3 - 2025	0	0		0		0		0
Total Q3-2025		14	698		937		1418		2355
Total 2025 to Date		58	1,812		3,739		3,643		7,382
Oklahoma	Q4- 2025	28	629		1739		1222		2961
Average Commodity Price				$	64.47	$	2.01
Hazel (TX)	Q4 - 2025	0	0		0		0		0
Total Q4-2025		28	629		1739		1222		2961
Total 2025		86	2,441		5,478		4,865		10,343
Average Commodity Price				$	63.70	$	1.99
Oklahoma	Q1 - 2026	14	589		838		1,887		2,725
Hazel (TX)	Q1 - 2026	0	0		-		-		-
Total Q1-2026		14	589		838		1,887		2,725
Average Commodity Price				$	59.86	$	3.20

2725

Expenses for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025

We did not record any depreciation, depletion and amortization expense for ~~either of~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 or ~~2024~~2025.

General and Administrative Expenses

	Three Months				~~Nine Months~~
	Ended September 30,				Ended September 30
	Ended March 31
	2025		2024		2025		2024
	2026		2025
General & Administrative	$	1,~~472~~383,~~393~~268	$	~~453~~1,~~158~~147,138	$	~~3,810,673~~	$	~~1,660,713~~
Total general and administrative expenses	$	1,~~472~~383,~~393~~268	$	~~453~~1,~~158~~147,138	$	~~3,810,673~~	$	~~1,660,713~~

General and Administrative Expenses

Our general and administrative expense for the three-month period ended ~~September~~March 3031, ~~2025~~2026, was $1,~~472~~383,~~393~~268 compared with $~~453~~1,~~158~~147,138 for the ~~same~~ same period from the prior year.

Our general and administrative expense for the nine-month period ended September 30, 2025, was $3,810,673 compared with $1,660,713 for the same period from the prior year.

Our general and administrative expenses consisted of accounting and administrative costs, legal and other professional consulting fees, and other general corporate expenses.

Liquidity and Capital Resources

~~The~~Liquidity ~~business~~risk ~~of exploring for, developing and producing oil and natural gas~~ is ~~capital~~the ~~intensive.~~risk ~~Because~~that ~~oil,~~we ~~natural~~will ~~gas~~not ~~and~~meet ~~NGL~~our ~~reserves are~~financial aobligations ~~depleting~~as ~~resource,~~they ~~like~~become ~~all~~due ~~upstream~~after ~~operators,~~use weof ~~must~~currently ~~make~~available ~~capital~~cash. ~~investments~~We tohave ~~grow~~a planning and ~~even~~budgeting ~~sustain~~process ~~production.~~to ~~Our~~monitor ~~principal liquidity~~operating cash requirements, ~~are~~including toamounts ~~finance~~projected ~~operations,~~for ~~fund~~ capital expenditures, ~~and~~which ~~acquisitions~~are adjusted ~~and~~as ~~satisfy~~input ~~any~~variables ~~indebtedness obligations~~change. ~~Cash~~ ~~flows~~These ~~are subject to a number of~~ variables, ~~including the level of oil and natural gas production and prices~~include, ~~and~~but ~~the~~are ~~significant capital~~not ~~expenditures~~limited ~~required~~ to, ~~more fully develop~~ our ~~oil~~ability ~~and~~to ~~natural~~generate ~~gas~~revenue ~~properties.~~from ~~Historically~~operations, ~~our primary sources of capital~~ ~~funding~~general and ~~liquidity~~administrative ~~have~~requirements ~~been from borrowings. At times~~ and asthe ~~needed,~~availability weof ~~may~~equity ~~also~~or ~~issue~~ debt ~~or equity securities~~capital. WeAs ~~estimate~~these ~~the combination~~variables ofchange, ~~the~~we ~~sources~~may ~~of capital discussed above will continue to~~ be ~~adequate~~ required to ~~meet~~issue ~~our~~equity ~~short~~or ~~and~~obtain ~~long-term~~debt ~~liquidity needs but there can be no assurances that any such sources will be available if needed~~financing.

~~Cash~~See onthe ~~hand~~disclosure ~~and~~in ~~operating~~Note ~~cash~~5 ~~flow~~and ~~can~~Note be10 ~~subject~~of tothe ~~fluctuations~~notes ~~due~~ to ~~trends~~our ~~and~~financial ~~uncertainties~~statements ~~that~~as ~~are~~of ~~beyond~~and ~~our~~for ~~control.~~the ~~Our~~three ~~ability to~~months ~~issue~~ended ~~equity~~March ~~and~~31, ~~obtain~~2026 ~~credit~~included in onthis ~~favorable~~report ~~terms~~for ~~may~~information beabout ~~impacted~~the by2021 aNote, ~~variety~~Loan ofAgreement, ~~market~~2022 ~~factors~~Note asand ~~well~~other asobligations, ~~fluctuations~~which ininformation ~~our~~is ~~results~~incorporated ofherein ~~operations~~by reference.

~~2021~~Contractual ~~Note and Loan Agreement~~Obligations

OnOur ~~August~~most 7,significant ~~2023,~~contractual ~~Mr.~~obligations ~~McCabe~~relate ~~and Meta entered into a Loan Sale Agreement whereby Mr. McCabe purchased from Meta (i) the 2021 Note and (ii) all outstanding loans made~~ to the ~~Company by Meta pursuant to the~~ Loan Agreement ~~(the “Loan Purchase”). As a result of the Loan Purchase~~, ~~Mr. McCabe replaced Meta as~~ the ~~lender and secured party under the~~ 2021 Note ~~and the Loan Agreement. Additionally~~, ~~as part of the Loan Purchase, Meta assigned to Mr. McCabe its lien on 25% of the Orogrande Prospect. The Company’s obligations~~ and ~~responsibilities~~ ~~under~~ the ~~2021~~2022 Note ~~and the Loan Agreement remain unchanged~~.

OnOur ~~October~~debt 1obligations include the $15 million principal balance outstanding under the 2021 Note, ~~2023~~which incurs interest at 8% per annum and matures on March 31, 2024. On September 2, 2022, we entered into ana ~~amendment~~Loan toAgreement that governs the ~~2021~~term ~~Note~~loans advanced to us from Meta on April 14, 2022, May 4, 2022, May 12, 2022, May 26, 2022, June 1, 2022, June 13, 2022, June 28, 2022, August 11, 2022 and August 29, 2022, for an ~~amendment~~aggregate toprincipal balance outstanding of $5 million, which is the ~~Loan~~maximum ~~Agreement~~amount ~~with~~of MrMeta’s commitment under the Loan Agreement. ~~McCabe~~The asterm ~~successor~~loans in incur interest toat ~~Meta~~a ~~extending~~per ~~the~~annum ~~2021~~rate ~~Note~~equal ~~Maturity~~to ~~Date~~8%. ~~Amendments~~An amendment to the 2021 Note ~~and Loan Agreement~~ entered into on June 30, ~~2025~~ ~~include~~2025 includes an automatic renewal ~~provisions~~provision, and the maturity ~~dates~~date of ~~both~~the ~~are~~2021 Note is presently extended to March 31, 2026.

~~The~~On ~~2021~~December ~~Note~~21, is2022, ~~fully~~we ~~drawn~~issued ~~with~~the a2022 ~~principal~~Note ~~balance~~that ~~outstanding~~governs ofthe ~~$15~~term ~~million,~~loans ~~bears~~advanced ~~interest~~to atus 8%from ~~per~~Mr. ~~annum,~~McCabe ~~computed~~ on ~~the~~December ~~basis~~22, ~~of a~~2022, ~~360-day~~for ~~year,~~an ~~and~~aggregate principal ~~matures~~balance onup ~~January~~to 3,$20 ~~2024~~million. IfDraws anon ~~event~~the ofloan ~~default~~through ~~occurred~~December ~~and~~31, is2024 ~~continuing,~~total ~~interest~~$21.53 onmillion. ~~the~~The ~~2021~~term ~~Note~~loan ~~may~~incurs ~~accrue~~interest at ~~the~~a ~~default rate of 12%~~ per annum. ~~Additionally,~~rate weequal ~~have~~to an5% ~~aggregate~~and ~~principal~~matured ~~balance~~on ofJune $621, 2023.59 ~~million~~An ~~outstanding~~amendment ~~under~~to the ~~Loan Agreement~~2022 ~~which~~Note ~~bears~~entered ~~interest~~into aton aJune ~~fixed~~30, ~~rate~~2025 ofincludes 8%an automatic ~~per~~renewal ~~annum if no event of default exists~~provision, and atthe amaturity ~~fixed~~date ~~rate~~ of ~~12%~~the ~~per~~2022 ~~annum~~Note ~~if an~~is ~~event~~presently ofextended ~~default~~to ~~exists~~March 31, 2026.

28For the year ended December 31, 2025, we incurred an aggregate interest on the 2022 Note, the 2021 Note and under the Loan Agreement of $2,776,954. Interest accrued for the three months ended March 31, 2026 was $713,940.

~~The~~We ~~combined~~anticipate ~~balance~~that onwe ~~the~~will ~~2021~~continue ~~Note~~to incur operating losses and ~~the~~generate ~~Loan~~negative ~~Agreement~~cash asflows offrom ~~September~~operations 30for the foreseeable future. As a result, ~~2025~~we will need additional capital resources to fund our operations both in the short term and in the long term, ~~was~~prior ~~$21.22~~to ~~million~~achieving break even or positive operating cash flow. AsWhile we do not have any committed sources of ~~September~~capital, 30we expect to continue to opportunistically seek access to additional funds through public or private equity offerings or debt financings, ~~2025~~through partnering or other strategic arrangements, including credit application arrangements with our third-party servicers, or a combination of the foregoing. Despite our ~~combined~~efforts, ~~total~~we ~~accrued~~may ~~and~~face ~~unpaid~~obstacles ~~interest~~in ~~under~~continuing ~~the~~to ~~2021~~attract ~~Note~~new financing due to industry conditions and ~~the~~our ~~Loan~~history ~~Agreement~~and ~~was~~current $6record of net losses.03 ~~million~~We can provide no assurance that we will be able to obtain the financing required to meet our stated objectives or even to continue as a going concern.

~~December 2022 Note~~26

On ~~December~~August ~~22, 2022 we issued an unsecured promissory note in the principal amount of up to $~~20 ~~million in favor of Mr. McCabe (the “2022 Note”)~~, ~~which bears interest at 5% per annum, computed on the basis of a 365-day year. As of September 30,~~ 2025, the Company ~~had a~~entered ~~balance~~into ~~of $22.76 million~~ and ~~accrued~~closed ~~and~~a ~~unpaid~~transaction ~~interest~~with ofPanther ~~$2.80~~Bridge, ~~million~~LLC, ~~due~~a ~~under~~Texas ~~the~~limited ~~2022~~liability ~~Note.~~company, ~~An amendment to the 2022 Note entered~~under ~~into~~which ~~on June 30~~$6, ~~2025 includes an automatic renewal provision~~000,000 ~~and~~was ~~the~~loaned ~~maturity~~to ~~date of~~ the ~~2022 Note is presently extended to March 31, 2026~~Company.

As of ~~September~~March 3031, ~~2025~~2026, ~~Notes~~we ~~Payable~~had –$55,035 ~~related~~of ~~party~~liquidity, ~~includes~~comprised ~~balances~~ of ~~the~~cash ~~2021 Note~~ and ~~Loan~~cash ~~Agreement~~equivalents ~~and~~on ~~the~~hand. ~~December~~Our ~~2022 Note,~~short asand ~~detailed~~long-term ~~above,~~capital ~~totaling~~requirements consist ~~$43.98~~primarily ~~million,~~of ~~and~~funding ~~additional~~our ~~borrowing~~development and ~~adjustment~~drilling toactivities, ~~the~~payment ~~December~~of ~~2022~~contractual ~~note~~obligations ~~during~~and ~~the~~debt ~~nine months ended September 30, 2025 totaling $1,018,000~~service.

AAt March ~~portion~~31, of2026, ~~the~~we ~~advances~~had ~~from~~working ~~Mr.~~capital ~~McCabe~~deficit ~~are~~of ~~not~~$63,256,277 ~~interest~~and ~~bearing.~~total ~~Imputed~~assets ~~interest~~ of $37790,~~500~~133. ~~has~~Stockholders’ ~~been~~deficit ~~recorded~~was on$63,758,533. The ~~the~~negative ~~-0-%~~working ~~portion~~capital ofis ~~the~~principally ~~note~~due ~~for~~to ~~the~~notes ~~nine~~payable ~~months~~which ~~ended~~were ~~September~~payable ~~30,~~within ~~2025~~one year.

~~August~~Management believes ~~2025~~that ~~Note~~our currently available resources may not provide sufficient funds to enable us to meet our financing and drilling obligations for the 2026 fiscal year. We anticipate that we will continue to incur operating losses and generate negative cash flows from operations for the foreseeable future. As a result, we will need additional capital resources to fund our operations both in the short term and in the long term, prior to achieving break even or positive operating cash flow. While we do not have any committed sources of capital, we expect to continue to opportunistically seek access to additional funds through public or private equity offerings or debt financings, through partnering or other strategic arrangements, including credit application arrangements with our third party servicers, or a combination of the foregoing. Despite our efforts, we may face obstacles in continuing to attract new financing due to industry conditions and our history and current record of net losses. We can provide no assurance that we will be able to obtain the financing required to meet our stated objectives or even to continue as a going concern.

CAPCO Note February 2024

As of September 30, 2025, we had $680,100 of liquidity, comprised of cash and cash equivalents on hand. Our short and long-term capital requirements consist primarily of funding our development and drilling activities, payment of contractual obligations and debt service.

At September 30, 2025, we had working capital deficit of $60,326,935 and total assets of $2,123,503. Stockholders’ deficit was $60,731,617. The negative working capital is principally due to notes payable which were payable within one year.

Management believes that our currently available resources may not provide sufficient funds to enable us to meet our financing and drilling obligations for the 2025 fiscal year. We anticipate that we will continue to incur operating losses and generate negative cash flows from operations for the foreseeable future. As a result, we will need additional capital resources to fund our operations both in the short term and in the long term, prior to achieving break even or positive operating cash flow. While we do not have any committed sources of capital, we expect to continue to opportunistically seek access to additional funds through public or private equity offerings or debt financings, through partnering or other strategic arrangements, including credit application arrangements with our third party servicers, or a combination of the foregoing. Despite our efforts, we may face obstacles in continuing to attract new financing due to industry conditions and our history and current record of net losses. We can provide no assurance that we will be able to obtain the financing required to meet our stated objectives or even to continue as a going concern.

We do not expect to pay cash dividends on our common stock in the foreseeable future.

The following table summarizes sources and uses of cash and cash equivalents:

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2025			2024
	2026			2025
Net (loss)		(81,~~925~~416,~~815~~582	)		(1,~~417~~153,~~903~~672	)
Net cash from (used in) operating activities		535,005			(5,077,325	)
Net cash (used in) operating activities		(648,918	)		(389,871	)
Net cash from (used in) investing activities		(5,064,022	)		865,063
Net cash provided by (used in ) investing activities		-			(14,952	)
Net cash from financing activities		5,018,000			2,690,469
Net cash provided by financing activities		540,000			230,000
Net increase (decrease) in cash	$	~~488~~(108,~~983~~918	)	$	(1174,~~521,793~~823	)
Cash—beginning of period	$	~~191~~163,~~117~~953		$	1191,~~668,847~~117
Cash—end of period	$	~~680~~55,~~100~~035		$	~~147~~16,~~054~~294

Cash Flow Used in Operating Activities

Cash flow ~~from (~~used in) provided by operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 was $~~535~~(648,~~005~~918) compared to (5389,~~077,325~~871) for the three ~~nine~~ months ended ~~September~~March 3031, ~~2024~~2025. Cash flows (used in) operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 can be primarily attributed to the net loss from operations and changes in accrued liabilities. Cash flows (used in) ~~provided by~~ operating activities for the ~~nine~~ three months ended ~~September~~March 3031, 2025, can be primarily attributed to the net loss from operations, ~~Impairment expense,~~ and a ~~decrease~~change in accounts payable. We expect to continue to use cash flow in operating activities until such time as we achieve sufficient commercial oil and gas production to cover all of our cash costs.

Cash Flow Used in Investing Activities

Cash flow ~~from (~~used in) investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 was $(~~5,064,022~~-0-) compared to $~~865~~(14,~~063~~952) for the ~~nine~~ three months ended March ~~September 30~~31, ~~2024~~2025. Cash flow used in investing activities principally consists of investment in oil and natural gas properties in Texas.

Cash Flows from Financing Activities

Cash flows from financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 was $5540,~~018,~~000 compared to $2230,~~690,469~~000 for the ~~nine~~ three months ended March ~~June 30~~31, ~~2024~~2025. Cash flows from financing activities consists of proceeds from additional borrowings from a related ~~party~~ ~~and new borrowing from an unrelated~~ party. For the ~~nine~~ three months ended ~~September~~March 3031, ~~2025~~2026, we incurred aggregate interest on the 2022 Note, the 2021 Note and under the Loan Agreement of $2713,~~283,328~~940.

Capital Expenditures

Our capital expenditures are summarized in the following table:

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2025			2024
	2026			2025
Acquisitions:
Proved property	$	-		$	-
Unproved property working interest		-			~~1,243,565~~-
Exploration and development:
Developmental leasehold costs		-			-
Exploratory drilling and completion costs		-			-
Development drilling and completion costs		~~5,064,022~~-			~~276~~14,~~079~~952
Other development costs		-			-
Capitalized interest		-			~~2,182,539~~-
Asset retirement obligations		~~161,052~~			-
Total exploration and development		~~5,225,074~~-			314,~~426,104~~952
Other property		-			-
Total capital expenditures	$	~~5,225,074~~-		$	314,~~426,104~~952
Change in accrued capital expenditures and other		(~~2,182,~~736,734	)		3(742,~~565,287~~047	)
Proceeds from sale of property		-			(1,141,142	)
Prepaid drilling costs		-			-
Capitalized interest		-			~~(2,182,539~~-	)
Common stock issued in mineral lease acquisition		-			(1,243,565	)
Asset retirement obligations		-			-
Asset retirement obligations		161,052			-
Total net cash capital expenditures	$	(736,734	)	$	(727,095	)
Total cash capital expenditures	$	2,881,286		$	2,424,145

Critical Accounting Estimates

See Note 3—Significant Accounting Policies to the unaudited condensed consolidated financial statements included elsewhere in this report for a description of the material changes to the Company’s critical accounting policies and estimates from those disclosed in its Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025.

Recent Accounting Pronouncements

Our unaudited financial statements and the accompanying notes thereto found elsewhere in this report contain a description of recent accounting pronouncements.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this item.

ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of ~~September~~March 3031, ~~2025~~2026, we carried out an evaluation, under the supervision and with the participation of our chief executive officer ~~and~~ and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in ~~Rule~~ Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, our chief executive officer and chief financial ~~officer~~ officer concluded that our disclosure controls and procedures were not effective as of ~~September~~March 3031, ~~2025~~2026 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed by us is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. The conclusion that our ~~disclosure~~ disclosure controls and procedures were not effective is based on the material weaknesses in internal control over financial reporting ~~described~~ described in our Annual Report on Form 10-K for the year ended December 31, ~~2024, and the fact that this Form 10-Q was not timely filed~~2025.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended ~~September~~March 3031, ~~2025~~2026 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

3229

PART II — OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

See Note 6. “Commitments and Contingencies” to the unaudited condensed consolidated financial statements included elsewhere in this report for information regarding our legal proceedings, which information is incorporated by reference into this Item 1.

ITEM 1A.

RISK FACTORS

A description of the risk factors associated with our business is contained in the “Risk Factors” section of Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025. There have been no material changes to our risk factors as previously reported.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~In September 2025, the Company~~Not ~~authorized issuance of 250,000 shares of common stock to a consultant for services~~applicable. ~~The share certificates were issued in November 2025.~~

The offer and sale of the shares of common stock pursuant to the transaction described above was not registered under the Securities Act of 1933, as amended (the “Securities Act”). The shares were issued in reliance on the exemptions from the registration requirements of the Securities Act contained in Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder. The subject issuances of securities did not involve a “public offering” based upon the following factors: (i) the issuance of the securities was an isolated private transaction; (ii) a limited number of securities were issued to single purchaser; (iii) there were no public solicitations; (iv) the investment intent of the purchaser; and (v) the restriction on transferability of the securities issued.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

3330

ITEM 6: EXHIBITS

Exhibit No.		Description

31.1*		Certifications (pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act) by the Principal Executive Officer.

31.2*		Certifications (pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act) by the Principal Financial Officer.

32.1†		Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principle Executive Officer and Principle Financial Officer.

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Schema Document

101.CAL*		Inline XBRL Calculation Linkbase Document

101.LAB*		Inline XBRL Labels Linkbase Document

101.PRE*		Inline XBRL Presentation Linkbase Document

101.DEF*		Inline XBRL Definition Linkbase Document

104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

†

Furnished herewith.

3431

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.

	NEXT BRIDGE HYDROCARBONS, INC.
Date: January 12, 2026	/s/ Gregory McCabe
Date: May 7, 2026	/s/ Gregory McCabe
	Gregory McCabe, Chief Executive Officer and President
	(Principal Executive Officer)
Date: January 12, 2026	/s/ Roger Wurtele
Date: May 7, 2026	/s/ Roger Wurtele
	Roger Wurtele, Chief Financial Officer
	(Principal Financial and Accounting Officer)

3532

Filing Compare · Next Bridge Hydrocarbons, Inc.