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FORM 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

(Mark one)

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

For the fiscal year ended December 31, ~~2024~~2025

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

For the transition period from ___________ to ___________

Commission file number 001-33169

Creative Realities, Inc.

(Exact name of registrant as specified in its charter)

Minnesota		41-1967918
State or other jurisdiction of incorporation or organization		I.R.S. Employer Identification No.
13100 Magisterial Drive, Suite 100, Louisville KY		40223
13100 Magisterial Drive, Suite 201, Louisville KY		40223
Address of principal executive offices		Zip Code

(502) 791-8800

Registrant’s telephone number, including area code

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		CREX		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 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 ☒ No ☐

Table of Contents

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates was $3928,~~850~~476,~~105~~557 as of the last business day of the registrant’s most recently completed second fiscal quarter based on the closing sale price of the registrant's common stock, as reported on the Nasdaq Stock Market LLC.

As of ~~March~~April 1410, ~~2025~~2026, the registrant had 10,~~446~~567,~~659~~268 shares of common stock outstanding.

Table of Contents

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS; RISK FACTOR SUMMARY		ii
PART I
ITEM 1	BUSINESS	1
ITEM 1A	RISK FACTORS	76
ITEM 1B	UNRESOLVED STAFF COMMENTS	2018
ITEM 1C	CYBERSECURITY	2118
ITEM 2	PROPERTIES	2219
ITEM 3	LEGAL PROCEEDINGS	2219
ITEM 4	MINE SAFETY DISCLOSURES	2219
PART II
ITEM 5	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2219
ITEM 6	[RESERVED]	2220
ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2320
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3228
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	3228
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	3229
ITEM 9A	CONTROLS AND PROCEDURES	3329
ITEM 9B	OTHER INFORMATION	3329
ITEM 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	3329
PART III
ITEM 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	3430
ITEM 11	EXECUTIVE COMPENSATION	3734
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	4642
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	4844
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	4845
PART IV
ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	4945
ITEM 16	FORM 10-K SUMMARY	5248
EXHIBIT INDEX		5046
SIGNATURES		5349
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS;

RISK FACTOR SUMMARY

The information in this Annual Report on Form 10-K (“Report”) contains various forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although we believe that, in making any such statements, our expectations are based on reasonable assumptions, any such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. Forward-looking statements may include, but are not limited to, statements about:

● the adequacy of funds for future operations; ● future expenses, revenue and profitability; ● trends affecting financial condition and results of operations; ● the ability to convert proposals into customer orders, including our ability to realize the revenues included in our future guidance and backlog reports; ● general economic conditions and outlook; ● the ability of customers to pay for products and services received; ● the ability to satisfy our upcoming debt obligations and other liabilities; ● the impact of changing customer requirements upon revenue recognition; ● customer cancellations; ● the availability and terms of additional capital; ● the ability of the Company to continue as a going concern; ● industry trends and the competitive environment; ● the impact of the Company’s financial condition upon customer and prospective customer relationships; ● potential litigation and regulatory actions directed toward our industry in general; ● the influence of our shareholder(s) with the greatest beneficial ownership of our common stock; ● our reliance on certain key personnel in the management of our businesses; ● employee and management turnover; ● the existence of material weaknesses in internal controls over financial reporting; ● the inability to successfully integrate the operations of acquired companies; and ● the ability to remain listed on the Nasdaq Capital Market.

● future expenses, revenue and profitability;

● trends affecting financial condition and results of operations;

● the ability to convert proposals into customer orders, including our ability to realize the revenues included in our future guidance;

● general economic conditions and outlook, including those as a result of the COVID-19 pandemic;

● the ability of customers to pay for products and services received;

● the ability to satisfy our upcoming debt obligations and other liabilities;

● the impact of changing customer requirements upon revenue recognition;

● customer cancellations;

● the availability and terms of additional capital;

● the ability of the Company to continue as a going concern;

● industry trends and the competitive environment;

● the impact of the Company’s financial condition upon customer and prospective customer relationships;

● potential litigation and regulatory actions directed toward our industry in general;

● the influence of our largest shareholder, Slipstream Communications, LLC;

● our reliance on certain key personnel in the management of our businesses;

● employee and management turnover;

● the existence of material weaknesses in internal controls over financial reporting;

● the inability to successfully integrate the operations of acquired companies; and

● our ability to remain listed on the Nasdaq Capital Market.

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Certain statements included in this Report and the documents incorporated into this document by reference are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this Report, the words “anticipates,” “believes,” “expects,” “intends,” “plans,” “estimates,” “projects,” “should,” “may,” “propose,” and similar expressions (or the negative versions of such words or expressions), are intended to identify such forward-looking statements.

These forward-looking statements involve known and unknown risks, uncertainties, and other factors, many of which are beyond our control, that may cause the actual results, performance, or achievements to be materially different from the results of operations, financial conditions, or plans expressed or implied by the forward-looking statements. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be achieved. Any statements contained herein that are not statements of historical fact should be deemed forward-looking statements. As a result, reliance should not be placed on these forward-looking statements, as these statements are subject to known and unknown risks, uncertainties, and other factors beyond our control and could differ materially from our actual results and performance.

Readers should carefully review our financial statements and the notes thereto, as well as the section entitled “Risk Factors” in Item 1A of this Report and the other documents we file from time to time with the Securities and Exchange Commission (“SEC”). All forward-looking statements, expressed or implied, included in this Report are expressly qualified in their entirety by this cautionary note. This cautionary note should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Report.

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A summary of the principal risk factors that make investing in our securities risky and might cause our actual results to differ is set forth below. The following is only a summary of the principal risks that may materially adversely affect our business, financial condition, results of operations and cash flows. This summary should be read in conjunction with the more complete discussion of the risk factors we face, which are set forth in the section entitled “Risk Factors” in this Report.

Risks Related to our Business and our Industry

●

We have generally incurred losses, and may never become or remain profitable.

●

Our digital marketing business is evolving in a rapidly changing market, and we cannot ensure the long-term successful operation of our business or the execution of our business plan.

● Our success and longevity depend on our ability to generate profits from future operations and obtain sufficient capital through financing transactions to ~~refinance~~satisfy our debt obligations, ~~pay any contingent consideration owed to former Reflect stockholders,~~ and meet our other business obligations.

●

Adequate funds for our operations may not be available, requiring us to raise additional financing or else curtail our activities significantly.

●

We do not have sufficient capital to engage in material research and development, which may harm our long-term growth.

●

The variable sales cycle of some of our products make it difficult to predict operating results.

●

There has been, and we expect that there will continue to be, significant consolidation in our industry. Our failure or inability to either lead or participate in that consolidation would have a severe adverse impact on our access to financing, customers, technology, and human resources.

●

We may not realize the growth opportunities that are anticipated from our acquisition of operations of the Cineplex Digital Media business (“CDM”).

●

The CDM acquisition may fail to achieve beneficial synergies.

●

The assumption of unknown liabilities in the CDM acquisition may harm our financial condition and results of operations.

●

We have incurred and will continue to incur significant transaction and integration costs in connection with our acquisition of CDM.

●

Unpredictability in financing markets could impair our ability to grow our business through acquisitions.

●

Our success depends on our interactive marketing technologies achieving and maintaining widespread acceptance in our targeted markets.

●

Our financial condition and potential for continued net losses may negatively impact our relationships with customers, prospective customers and third-party suppliers.

●

Because we do not have long-term binding purchase commitments from our customers, the failure to obtain anticipated orders or the deferral or cancellation of commitments could have adverse effects on our business.

iii

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●

Our continued growth and financial performance could be adversely affected by the loss of several key customers.

●

Most of our contracts are terminable by our customers with limited notice and without penalty payments, and terminations could have a material adverse effect on our business, financial condition, and results of operations.

●

It is common for our current and prospective customers to evaluate our products over an extended period of time, most especially during economic downturns that affect our customers’ businesses, as we saw during the COVID-19 pandemic. The lengthy and variable sales cycle makes it difficult to predict our operating results.

● Our industry is characterized by frequent technological change. If we are unable to adapt our products and services and develop new products and services to keep up with these rapid changes, we will not be able to obtain, or maintain, market share.

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●

We operate in an intensely competitive industry, and our competitors are developing products and solutions that incorporate artificial intelligence (“AI”) and machine learning (“ML”). We may not be as successful as our competitors in incorporating AI and ML into our products and solutions.

●

Issues relating to the use of new and evolving technologies in our offerings, such as AI and ML, may result in increased regulation and costs to comply with such regulations.

●

We use developed and licensed software technology, and we could face claims of infringement by others in the industry. Such claims are costly and add uncertainty to our operational results.

●

Our proprietary platform architectures and data tracking technology underlying certain of our services are complex and may contain unknown errors in design or implementation that could result in system performance failures or inability to scale.

●

Our business may be adversely affected by malicious applications that interfere with, or exploit security flaws in, our products and services.

●

We compete with other companies that have more resources, which puts us at a competitive disadvantage.

●

Our future success depends on key personnel and our ability to attract and retain additional personnel.

●

We are subject to cyber security risks and interruptions or failures in our information technology systems and those of third-party partners with whom our applications are integrated and will likely need to expend additional resources to enhance our protection from such risks. Notwithstanding our efforts, a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss.

●

Our reliance on information management and transaction systems to operate our business exposes us to cyber incidents and hacking of our sensitive information if our outsourced service provider experiences a security breach.

●

Because our technology, products, platform, and services are complex and are deployed in and across complex environments, they may have errors or defects that could seriously harm our business.

●

We may have insufficient network or server capacity, which could result in interruptions in our services and loss of revenues.

●

Our business operations are susceptible to interruptions caused by events beyond our control.

● Corporate social responsibility, specifically related to environmental, social and governance (ESG), may impose additional costs and expose us to new risks.

● Anticipated changes in the U.S. political environment, including those resulting from the change in Presidential Administration and control of Congress, and to regulatory agencies, may result in significant changes to regulatory framework and enforcements.

●

Our competitors are constantly evolving, and we may be unable to compete successfully against existing or future competitors to our business.

iv ● Our Canadian operations through CDM subject us to a complex and evolving framework of Canadian federal and provincial regulatory requirements, including data privacy, accessibility, French-language, and artificial intelligence laws, non-compliance with which could increase our costs, expose us to penalties, and adversely affect our business. ● Fluctuations in the exchange rate between the U.S. dollar and the Canadian dollar could adversely affect our financial results.

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Risks Related to our Securities and our Company

● Our largest shareholder possesses significant voting power with respect to our common stock, which will limit your influence on our management and affairs, and may discourage parties from initiating potential merger, takeover or other change-of-control transactions.

●

Our Articles of Incorporation grant our Board of Directors the power to issue additional shares of common and preferred stock and to designate other classes of preferred stock, all without shareholder approval.

● WeBecause ~~have~~we ~~never~~will ~~paid~~not declare cash dividends on our ~~capital~~common stock ~~and~~in wethe doforeseeable ~~not~~future, ~~anticipate~~stockholders ~~paying~~must ~~dividends~~rely inon appreciation of the ~~foreseeable~~value ~~future~~of our common stock for any return on their investment.

●

We do not have significant tangible assets that could be sold upon liquidation.

●

We can provide no assurance that our securities will continue to meet Nasdaq listing requirements. If we fail to comply with the continuing listing standards of the Nasdaq, our securities could be delisted.

● Sales of a substantial number of shares of our common stock in the public market by certain of our shareholders, ~~including Slipstream,~~ could cause our stock price to fall.

●

There may not be an active market for shares of our common stock.

●

We have issued shares of convertible preferred stock with terms that could dilute the voting power or reduce the value of our common stock.

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●

Our preferred shareholders possess significant voting power, which will limit your influence on our management and affairs, and may discourage parties from initiating potential merger, takeover or other change-of-control transactions.

General Risk Factors

●

Because of our limited resources, we may not have in place various processes and protections common to more mature companies and may be more susceptible to adverse events.

● ~~Uncertain~~Geopolitical ~~global~~conflicts, ~~macro-economic~~including the current conflicts involving Iran, Israel and ~~political~~the ~~conditions~~United ~~could~~States, ~~materially~~as well as terrorism and other global security threats, could adversely affect our ~~results~~business, offinancial ~~operations~~condition and ~~financial~~results ~~condition~~of operations.

● ~~Inflation~~High inflation and ~~price~~unfavorable ~~volatility~~economic inconditions ~~the global economy~~ could ~~hurt~~negatively affect our business, financial condition and results of operations.

●

Changes in trade policy, tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.

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EXPLANATORY NOTE

All currency is rounded to the nearest thousand, except share and per share amounts. On March 27, 2023, the Company effectuated a l-for-3 reverse stock split of its outstanding common stock. This Report and the Consolidated Financial Statements and Notes to Consolidated Financial Statements herein, give retroactive effect to the reverse stock split for all periods presented. The shares of common stock retained a par value of $0.01 per share.

PART I

ITEM 1 BUSINESS

Our Company

Creative Realities, Inc. (“Creative Realities”, the “Company”, “we”, “us” or “our”) provides innovative digital signage and media solutions in North America to enhance communications in a wide-ranging variety of out-of-home environments, key market segments and use cases, including:

● Retail ● Entertainment and Sports Venues ● Restaurants, including quick-serve restaurants (“QSR”) ● Convenience Stores ● Financial Services ● Automotive ● Lottery ● Mixed Use Developments ● Digital out of Home (“DOOH”) Advertising Networks

● Entertainment and Sports Venues

● Restaurants, including quick-serve restaurants (“QSR”)

● Convenience Stores

● Financial Services

● Automotive

● Medical and Healthcare Facilities

● Mixed Use Developments

● Corporate Communications, Employee Experience

● Digital out of Home (“DOOH”) Advertising Networks

We serve market-leading companies, so there is a good chance that if you leave your home today to shop, work, eat or play, you will encounter one or more of our digital signage experiences. Our solutions are increasingly viable because we help our enterprise customers achieve a wide range of business objectives including:

● Increased brand awareness/engagement ● Improved customer support ● Enhanced employee productivity and satisfaction ● Increased revenue and profitability ● Improved guest experience ● Increased customer/guest engagement ● Traffic content and advertising

●Through ~~Improved~~a ~~customer~~combination ~~support~~of organically grown platforms and a series of strategic acquisitions, the Company assists customers to design, deploy, manage, and monetize their digital signage and in-store retail media networks. The Company sources leads and opportunities for its solutions through its digital and content marketing initiatives, close relationships with key industry partners, equipment manufacturers, and the direct efforts of its in-house industry sales experts. Customer engagements focus on consultative conversations that ensure the Company’s solutions are positioned to help customers achieve their business objectives in the most cost-effective manner possible.

●When ~~Enhanced~~comparing ~~employee~~Creative ~~productivity~~Realities ~~and~~to ~~satisfaction~~other digital signage competitors, our customers value the following competitive advantages:

● ~~Increased~~Breadth ~~revenue~~of solutions – Creative Realities offers true solutions to our customers. Creative Realities is one of only a few companies in the industry capable of providing the full portfolio of products and ~~profitability~~services required to implement and run an effective digital signage and in-store retail media networks. We leverage a ‘single vendor’ approach, providing customers with a one-stop-shop for sourcing digital signage and media solutions from design through day two services.

● Improved guest experience

● Increased customer/guest engagement

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~~Through~~● Managed labor pool – Unlike most companies in our industry, we have a ~~combination~~curated labor pool of ~~organically~~qualified ~~grown~~and ~~platforms~~vetted field technicians available to service customers quickly nationwide. We can meet tight schedules even in exceptionally large deployments and astill ~~series~~ensure ofquality ~~strategic~~and ~~acquisitions~~consistency. ● In-house creative resources – We assist customers in creating new content or repurposing existing content for digital signage experiences, an activity for which the Company ~~assists~~has ~~customers~~won toseveral design, ~~deploy,~~awards ~~manage~~in recent years. In each instance, our services can be essential in helping customers develop an effective content program. ● Network scalability and ~~monetize~~reliability ~~their~~– Our software as a service (“SaaS”) content management platforms power some of the largest and most complex digital signage networks in North America, evidencing our ability to manage enterprise scale projects. ~~The~~This ~~Company~~also ~~sources~~provides ~~leads~~us purchasing power to source products and ~~opportunities~~services for ~~its~~our customers, enabling us to deliver cost effective, reliable, and powerful solutions ~~through~~to ~~its~~small ~~digital~~and medium size business customers. ● AdTech platforms – The Company has developed and ~~content~~deployed ~~marketing~~the ~~initiatives~~AdLogic and CPM+ platforms, ~~close~~which, ~~relationships~~working in conjunction with ~~key~~our ~~industry~~CMS ~~partners~~platforms, ~~equipment~~present ~~manufacturers,~~completely integrated digital advertising solutions for existing and prospective customers seeking to monetize their in-store retail media networks. These platforms anchor the ~~direct~~Company's ~~efforts~~vertical ofexpansion ~~its~~into AdTech bringing new, and expanding existing, addressable markets. ● Market sector expertise – Creative Realities has in-house ~~industry~~experts ~~sales~~in ~~experts~~key market segments such as retail, quick-serve restaurants (“QSR”), convenience stores, and Digital Out of Home (“DOOH”) advertising. ~~Customer~~Our ~~engagements~~expertise ~~focus~~in onthese ~~consultative~~business segments enables our teams to provide meaningful business conversations and offer tailored solutions with prospects and customers to their unique business objectives. These experts build industry relationship and create thought leadership that ~~ensure~~drives lead flow and new opportunities for our business. ● Logistics – Implementing a large digital signage project can be a logistical nightmare that can stall an initiative, even before deployment. Our expertise in logistics improves deployment efficiency, reduces delays and problems, and saves customers time and money. ● Technical support – Digital signage networks present unique challenges for corporate IT departments. We simplify and improve end user support by leveraging our own Network Operations Center (“NOC”) in Louisville, Kentucky. The NOC resolves many issues remotely and when field support is required, it can be dispatched quickly from the ~~Company’s~~NOC, ~~solutions~~leveraging ~~are~~our ~~positioned~~managed labor pool to ~~help~~resolve customer issues quickly and effectively. ● Integrations and Application Development – From social media feeds, mobile integrations, corporate data stores, and Point of Sale (“POS”) systems, our proven ability to build scalable applications and integrations is a key advantage that customers ~~achieve~~can leverage to deliver more compelling and engaging experiences for their ~~business~~customers. ~~objectives~~● inHardware support – Some digital signage providers sell a proprietary media player or align themselves with just one operating system. We utilize a range of media players including Windows, Android and BrightSign to provide customers the ~~most~~flexibility ~~cost-effective~~they ~~manner~~need ~~possible~~to select the appropriate hardware for any application knowing the entire network can still be served by a single digital signage platform, reducing complexity and improving the productivity of our customers. ● Retail Media Network – The Company owns and operates the largest mall shopping network in Canada.

When comparing Creative Realities to other digital signage competitors, our customers value the following competitive advantages:

● Breadth of solutions – Creative Realities offers true solutions to our customers. Creative Realities is one of only a few companies in the industry capable of providing the full portfolio of products and services required to implement and run an effective digital signage network. We leverage a ‘single vendor’ approach, providing customers with a one-stop-shop for sourcing digital signage solutions from design through day two services.

● Managed labor pool – Unlike most companies in our industry, we have a curated labor pool of qualified and vetted field technicians available to service customers quickly nationwide. We can meet tight schedules even in exceptionally large deployments and still ensure quality and consistency.

● Network scalability and reliability – Our software as a service (“SaaS”) content management platforms power some of the largest and most complex digital signage networks in North America, evidencing our ability to manage enterprise scale projects. This also provides us purchasing power to source products and services for our customers, enabling us to deliver cost effective, reliable, and powerful solutions to small and medium size business customers.

● AdTech platforms – The Company has developed and deployed the AdLogic and Adlogic CPM+ platforms, which, working in conjunction with our CMS platforms, present completely integrated digital advertising solutions for existing and prospective customers seeking to monetize their in-store retail media networks. These platforms anchor the Company's vertical expansion into AdTech bringing new, and expanding existing, addressable markets.

● Market sector expertise – Creative Realities has in-house experts in key market segments such as automotive, retail, quick-serve restaurants (“QSR”), convenience stores, and Digital Out of Home (“DOOH”) advertising. Our expertise in these business segments enables our teams to provide meaningful business conversations and offer tailored solutions with prospects and customers to their unique business objectives. These experts build industry relationship and create thought leadership that drives lead flow and new opportunities for our business.

● Logistics – Implementing a large digital signage project can be a logistical nightmare that can stall an initiative, even before deployment. Our expertise in logistics improves deployment efficiency, reduces delays and problems, and saves customers time and money.

● Technical support – Digital signage networks present unique challenges for corporate IT departments. We simplify and improve end user support by leveraging our own Network Operations Center (“NOC”) in Louisville, Kentucky. The NOC resolves many issues remotely and when field support is required, it can be dispatched quickly from the NOC, leveraging our managed labor pool to resolve customer issues quickly and effectively.

● Integrations and Application Development – From social media feeds, mobile integrations, corporate data stores, and Point of Sale (“POS”) systems, our proven ability to build scalable applications and integrations is a key advantage that customers can leverage to deliver more compelling and engaging experiences for their customers.

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● Hardware support – Some digital signage providers sell a proprietary media player or align themselves with just one operating system. We utilize a range of media players including Windows, Android and BrightSign to provide customers the flexibility they need to select the appropriate hardware for any application knowing the entire network can still be served by a single digital signage platform, reducing complexity and improving the productivity of our customers.

The three primary sources of revenue for the Company are:

●

Hardware sales from reselling digital signage hardware from original equipment manufacturers such as Samsung and BrightSign.

● Services revenue from helping customers design, deploy and manage their digital signage ~~network~~and in-store retail media networks, including:

o○ Hardware system design/engineering ○ Hardware installation ○ Content development

~~o Hardware installation~~ 2

o Table ~~Content~~of ~~development~~Contents

o○ Content scheduling ○ Post-deployment network and field support ○ AdTech to traffic advertising and content directly and through programmatic channels

o Post-deployment network and field support

●

Recurring subscription licensing and support revenue from our digital signage software platforms, which are generally sold via a SaaS model. Our platforms include:

o○ ReflectView, the Company’s core digital signage platform for most applications, scalable and cost effective from 10 to 100,000+ devices; ○ Reflect Xperience, a web-based interface that allows customers to give content scheduling access to local users via the web or mobile devices, while still maintaining centralized programming control; ○ AdLogic, the Company’s AdTech management platform for digital signage networks, which presently delivers approximately 50 million ads daily; ○ CPM+, the Company’s demand side and supply side platform with campaign management and extensive capabilities for programmatic advertising; ○ Clarity, the Company’s digital signage platform for menu board solutions, which has become a market leader for a range of restaurant, including QSR and convenience store applications; and ○ iShowroomProX, an omni-channel digital sales support platform targeted at original equipment manufacturers in the transportation sector, which integrates with dozens of key data services including dealer inventory at the VIN level.

o Reflect Xperience, a web-based interface that allows customers to give content scheduling access to local users via the web or mobile devices, while still maintaining centralized programming control;

o Reflect AdLogic, the Company’s ad management platform for digital signage networks, which presently delivers approximately 50 million ads daily;

o Reflect AdLogic CPM+, the Company’s demand side and supply side platform with campaign management and extensive capabilities for programmatic advertising;

o Clarity, the Company’s menu board solution, which has become a market leader for a range of restaurant, including QSR and convenience store applications;

o Reflect Zero Touch, which allows customers to turn any screen into an interactive experience by allowing guests to engage using their mobile device;

o iShowroomProX, an omni-channel digital sales support platform targeted at original equipment manufacturers in the transportation sector, which integrates with dozens of key data services including dealer inventory at the VIN level; and

o OSx+, a digital VIN-level checklist used to assist in the tracking and delivery of new vehicles in the transportation sector, providing measurable lift in customer satisfaction scores and connected vehicle enrollments and subscription activations.

While hardware sales and support services revenues can fluctuate more significantly year over year based on new, large-scale network deployments, the Company is focusing on maintaining and increasing recurring SaaS revenue as digital signage adoption/utilization expands across the vertical markets we serve.

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We believe that the adoption and evolution of our digital signage technology solutions will increase substantially in years to come in the industries in which we currently focus and in other industries. We believe that the costs of such hardware will decrease over time as it has done so historically. Flat panel displays, along with LED technology and digital media players typically constitute a large portion of the expenditure customers make relative to the entire cost of implementing a digital marketing system implementation and can be a barrier to customer deployment. As a result, we believe that the broader adoption of digital marketing technology solutions is likely to increase, although we cannot predict the rate at which such adoption will occur. We believe the proliferation of in-store retail media networks will be an industrial catalyst for infrastructure and AdTech sales for which the Company is well situated from product set and technology stack standpoints.

Another component of our business strategy is to acquire and integrate other operating companies in the industries we operate. We believe that the selective acquisition and successful integration of certain companies will: accelerate our growth in targeted vertical and operating markets; enable us to cost-effectively aggregate multiple customer bases onto a single business and technology platform; provide us with greater operating scale on a consolidated basis; enable us to leverage a common set of processes and tools, and cost efficiencies company-wide; and ultimately result in higher operating profitability and cash flow from operations. Our management team’s primary focus is the continued acceleration of organic growth, but secondarily evaluates acquisition opportunities on an ongoing basis. Our management team and Board of Directors have broad experience with the execution, integration, and financing of acquisitions and seek only accretive strategic transactions with material cost synergies as a result of overlapping or concurrent content management system capabilities with focus on eliminating the associated cost structure for these systems.

Business Strategy

We believe that our existing business model is highly scalable and can be expanded successfully as we continue to grow organically, seek to acquire and integrate other companies in our target markets, strengthen our operational practices and procedures, further streamline our administrative office functions, and continue to capitalize on various marketing programs and activities. With a focus on SaaS revenues, we believe that our gross margins will rise as our business scales.

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Industry Background

We believe certain digital marketing technology industry trends are creating the opportunity for retailers, brands, venue-operators, enterprises, non-profits and other organizations to create innovative shopping, marketing, and informational experiences for their customers and other stakeholders in various venues worldwide. These trends include: (i) the expectations of technology-savvy consumers; (ii) addressing on-line competitors by improving physical experiences; (iii) a decline in the cost of hardware configurations (primarily flat panel displays) and software media players; (iv) the continued evolution of mobile, social, software and hardware technologies, applications and tools; (v) increasing sophistication of social networking platforms; (vi) increasingly complex customer requirements related to their specific digital marketing technology and solution objectives; and (vii) customer expectations of satisfactory consumer experiences with reduced installation and operating costs.

As a result, a growing number of retailers, brands, venue-operators, and other organizations have identified the need and opportunity to implement increasingly agile, automated, targeted and cost-effective and “sales-lifting” digital marketing, and interactive experiences to market to their customers. These experiences include creating unique and customized experiences for targeted, timely offerings and relevant promotions; improving engagement resulting in increased sales; and increasing shopping basket size. We believe our customers consider capitalizing on these industry trends to be increasingly critical to any successful “store of the future” retail and brand sales environment, especially where sales staff turnover is high, training outcomes are inconsistent and product knowledge is low.

Companies are implementing various digital marketing technology solutions, which: are implemented in multiple forms and types of configurations and locations; attempt to achieve any of a broad range of individual or combination of objectives; contain various levels of targeting; have the ability to instantly manage single or multiple locations remotely from a customer’s desktop or other connected device at each location; and are built to deliver or contain a standard or customized customer experience unique to and within the customer’s environment. Examples of such solutions include:

4 ● Digital Merchandising Systems, to inform and interact with customers through various types of content in an integrated experience, improve in-store customer experiences and increase overall sales, upsells, and/or cross-sales; ● Digital Sales Assistants, to replace or augment existing sales resources and the level of interactive and informational sales assistance inside the store; ● Digital Way-Finders, to help customers navigate their way around individual retail stores and multi-store locations or venues, or within individual brand categories; ● Digital Kiosks, to provide data, specialized and customized broadcasts, promotional information and coupons, train, and other forms of information and interaction with customers in a variety of deployment forms, types, configurations and experiences; ● Digital Menu-Board Systems, to enable various types of restaurant operators the ability to remotely and on a scheduled basis, update and modify menu information, promotions, and other forms of content dynamically; and ● Dynamic Digital Signage, including Advertising Networks, to deliver and manage in-store marketing and advertising campaigns, specialized and customized broadcasts, and various other forms of messaging targeting customers in a particular experience or environment.

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● Digital Merchandising Systems, to inform and interact with customers through various types of content in an integrated experience, improve in-store customer experiences and increase overall sales, upsells, and/or cross-sales;

● Digital Sales Assistants, to replace or augment existing sales resources and the level of interactive and informational sales assistance inside the store;

● Digital Way-Finders, to help customers navigate their way around individual retail stores and multi-store locations or venues, or within individual brand categories;

● Digital Kiosks, to provide data, specialized and customized broadcasts, promotional information and coupons, train, and other forms of information and interaction with customers in a variety of deployment forms, types, configurations and experiences;

● Digital Menu-Board Systems, to enable various types of restaurant operators the ability to remotely and on a scheduled basis, update and modify menu information, promotions, and other forms of content dynamically; and

● Dynamic Digital Signage, including Advertising Networks, to deliver and manage in-store marketing and advertising campaigns, specialized and customized broadcasts, and various other forms of messaging targeting customers in a particular experience or environment.

Our Markets

We currently market and sell our marketing technology solutions through our direct sales force, inside sales team, and word-of-mouth referrals from existing customers. Select strategic partnerships and lead generation programs also drive business to the Company through targeted business development initiatives. We market to companies that seek digital marketing solutions across multiple connected devices and who specifically seek or could benefit from enhancements to the customer experience offered in their stores, venues, brands or organizations.

Our digital marketing technology solutions apply in a wide variety of industries. The industries in which we primarily sell our solutions are established and include automotive, retail, DOOH including advertising networks and retail media networks, foodservice/QSR, financial services, gaming, and sports and entertainment venues. A number of participants in these industries have only recently started considering or expanding the adoption of these types of technologies, solutions, and experiences as part of their overall marketing strategies.

Seasonality

A portion of our customer activity is influenced by seasonal effects related to traditional end of calendar year peak retail sales periods, traditional spring stadium/venue opening seasons, and certain other factors that arise from our target customer base. Nevertheless, our revenues can be materially affected by the launch of new markets, the timing of production rollouts, and other factors, any of which have the ability to reduce or outweigh certain seasonal effects.

~~Effect of General Economic Conditions on our Business~~ 4

We believe that demand for our services will increase in the future in part because of new construction and remodeling activities of pre-existing retail, convenience store, stadium, and event venues. While we do see reductions in retail footprints across the U.S., we see a continued focus on integration of digital into the retail marketplace and a focus on digital refreshes within the retail space to stay relevant in an evolving e-commerce marketplace. Recent general economic conditions have generally make it easier for our customers to justify decisions to invest in digital marketing technology solutions. A change in the macroeconomic trend in the U.S. could have a negative impact on our customers’ ability and/or willingness to advance their digital initiatives.

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Effect of General Economic Conditions on our Business

We believe that demand for our services will increase in the future in part because of new construction and remodeling activities of pre-existing retail, convenience store, stadium, and event venues. While we do see reductions in retail footprints across the U.S., we see a continued focus on integration of digital into the retail marketplace and a focus on digital refreshes within the retail space to stay relevant in an evolving e-commerce marketplace. Recent general economic conditions have generally made it easier for our customers to justify decisions to invest in digital marketing technology solutions. A change in the macroeconomic trend in the U.S. could have a negative impact on our customers’ ability and/or willingness to advance their digital initiatives.

Government Regulation

We are ~~subject~~regulated ~~to regulation~~ by various U.S. and Canadian federal and state/provincial governmental agencies. Such regulation includes radio frequency emission regulatory activities of the U.S. Federal Communications Commission, the consumer protection laws of the U.S. Federal Trade Commission, product safety regulatory activities of the U.S. Consumer Product Safety Commission, and environmental regulation in areas in which we conduct business. Some of the hardware components that we supply to customers may contain hazardous or regulated substances, such as lead. A number of U.S. states have adopted or are considering “takeback” bills addressing the disposal of electronic waste, including CRT style and flat panel monitors and computers. Electronic waste legislation is developing. Some of the bills passed or under consideration may impose on us, or on our customers or suppliers, requirements for disposal of systems we sell and the payment of additional fees to pay costs of disposal and recycling. Presently, we do not believe that any such legislation or proposed legislation will have a materially adverse impact on our business.

Our Canadian operations through CDM are headquartered in Waterloo, Ontario, and subject to a range of Canadian federal and provincial laws applicable to our digital signage, media network, and data management operations.

At the federal level, CDM’s commercial activities are governed by the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”) (S.C. 2000, c. 5), which regulates the collection, use, and disclosure of personal information in the course of commercial activity. PIPEDA applies to CDM with respect to customer and client data (s. 4(1)(a)) and personal information transferred to related entities and third-party processors, including transfers to CRI, CDM’s U.S. parent operations, for which CDM remains accountable under contractual and other protective obligations (Schedule 1, Principle 4.1.3). Depending on the technologies deployed in CDM’s digital signage and audience measurement operations, certain data collected or processed in connection with those activities may also constitute personal information subject to PIPEDA, including where applicable regulatory guidance issued by the Office of the Privacy Commissioner of Canada is engaged.

CDM employs employees in Canada. Those employees are subject to applicable provincial employment-related legislation, for example, in Ontario, the Employment Standards Act, 2000 (Ontario), Ontario Human Rights Code, the Ontario Labour Relations Act, 1995, the Workplace Safety and Insurance Act, the Occupational Health and Safety, and the Accessibility for Ontarians with Disabilities Act, 2005 (“AODA”). Such provincial employment legislation will govern most aspects of the employment relationship. The employment standards legislation specifically governs minimum notice and severance requirements, which differ materially from the at-will employment framework applicable to some of our U.S. workforce. In the absence of precisely draft termination clauses in employment agreements, common law principles often provide more generous termination entitlements for employees, specifically the concept of “reasonable notice” for termination of employment without cause.

CDM also operates digital media display networks in shopping centres throughout different provinces across Canada, including Quebec, where the Charter of the French Language (as amended by Bill 96) imposes French-language requirements on commercial signage and certain digital interfaces. CDM is also subject to applicable Quebec privacy legislation for intra-provincial commercial activity.

Competition

While we believe there is presently no direct competitor with the comprehensive offering of technologies, solutions, and services we provide to our customers, there are multiple individual competitors who offer subsets of our product and service offerings in the digital signage, DOOH and retail media network spaces. ~~These~~Our ~~include~~legacy operations continue to compete in the U.S. with digital signage software companies such as Stratacache and Poppulo; marketing services companies such as Sapient Nitro; or digital signage systems integrators such as SageNet. CDM competes in Canada with digital signage software companies such as Coates Group, ICON, Stratacache, and Stingray; DOOH providers Quebecor (formerly NEO), Branded Cities, Pattison, and Bell Media; and retail media networks Pattison and Adapt Media. Some of these competitors may have significantly greater financial, technical, and marketing resources than we do and may be able to respond more rapidly than we can to new or emerging technologies or changes in customer requirements. We believe that our holistic sales and business development capabilities, network operations / field service management capabilities, our comprehensive offering of digital signage technology and solutions, brand awareness, and proprietary processes are the primary factors providing our competitive advantage.

Major Customers

We had ~~three~~one ~~customers~~customer that accounted for ~~15%, 13% and~~ 10% of revenue for the year ended December 31, ~~2024~~2025. NoThree ~~customer~~customers accounted for ~~more~~15%, ~~than~~13% and 10% of revenue for the year ended December 31, ~~2023~~2024. We had one customer that accounted for 1612% of accounts receivable atas of December 31, ~~2024~~2025 and ~~two~~one ~~customers~~ customer that accounted for 2616% ~~and 23%~~ of accounts receivable atas of December 31, ~~2023~~2024.

Decisions by one or more of these key customers to not renew, terminate, or substantially reduce their use of our products, technology, services, and platform could substantially slow our revenue growth and lead to a decline in revenue. Our business plan assumes continued growth in revenue, and it is unlikely that we will become profitable without a continued increase in revenue. For more information, see Item 1A. Risk Factors, “Our continued growth and financial performance could be adversely affected by the loss of several key customers.”

Territories

We sell products and services primarily throughout North America, with limited software licensing agreements operating in other international jurisdictions.

Human Capital

We strive to foster a great work environment and offer an exceptional experience through competitive pay, benefits, and training programs to our employees. Our objective is to attract, develop, retain, and reward individuals with the talent and skills to help support our business objectives. As of December 31, ~~2024~~2025, we had ~~146~~238 employees.

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Corporate Organization

We originally incorporated and organized as a Minnesota corporation under the name “Wireless Ronin Technologies, Inc.” in March 2003 and focused on our expertise in digital media marketing solutions, including digital signage, interactive kiosks, mobile, social media, and web-based media solutions. We acquired the interactive marketing technology business that we currently operate in a 2014 merger with Creative Realities, LLC. Shortly after that merger, we changed our corporate name from “Wireless Ronin Technologies, Inc.” to “Creative Realities, Inc.” On October 15, 2015, we acquired the systems integration and marketing technology business of ConeXus World Global, LLC. On November 20, 2018, we acquired Allure, an enterprise software development company. On February 17, 2022, we acquired Reflect Systems, Inc (“Reflect”). On November 7, 2025, we acquired DDC Group International, Inc., an Ontario corporation and wholly owned subsidiary of Cineplex (“DDC”). DDC is the parent company of its wholly owned subsidiary, Cineplex Digital Media Inc., an Ontario corporation (“CDMI”), and CDMI’s wholly owned subsidiary, Cineplex Digital Media US Inc., a Delaware corporation (“CDMUS”). On November 7, 2025, we effectuated two post-closing amalgamations which resulted in CDMI and CDMUS becoming wholly owned by us, which we refer to as “CDM”.

Our principal offices are located at 13100 Magisterial Drive, ~~Ste~~Suite ~~100~~201, Louisville, Kentucky 40223, and our telephone number at that office is (502) 791-8800. We have additional offices in the ~~Dallas, TX,~~ Atlanta, ~~GA,~~Georgia and ~~Windsor~~Waterloo, Ontario (Canada) ~~metro~~metropolitan areas. Our internet address is www.cri.com. Information on our website does not constitute part of this Report.

ITEM 1A RISK FACTORS

Our business involves a high degree of risk. In evaluating our business, you should carefully consider the specific risks described below, and any risks described in our other filings with the Securities and Exchange Commission (the “SEC”), pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act. Any of the risks we describe below or in our other filings with the SEC could cause our business, financial condition, results of operations or future prospects to be materially adversely affected. In addition, some of these risks contain forward-looking statements.

RISKS RELATED TO OUR BUSINESS AND OUR INDUSTRY

We have generally incurred losses, and may never become or remain profitable.

We have incurred historical net losses, and we have had negative cash flows from operations. ~~While~~We ~~we were able to achieve net income in 2022, we~~ incurred a net ~~loss~~losses in ~~2023 and~~ 2024 and 2025 and it is uncertain whether we will be able to obtain or increase our profitability in successive periods.

We have formulated our business plans and strategies based on certain assumptions regarding the acceptance of our business model and the marketing of our products and services. Nevertheless, our assessments regarding market size, market share, market acceptance of our products and services and a variety of other factors may prove incorrect. Our future success will depend upon many factors, including factors beyond our control and those that cannot be predicted at this time.

Our digital marketing business is evolving in a rapidly changing market, and we cannot ensure the long-term successful operation of our business or the execution of our business plan.

Digital marketing technology and solutions are evolving, and the markets in which we compete are rapidly changing. As a result, our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by growing companies in new and rapidly evolving markets. We may be unable to accomplish any of the following, which would materially impact our ability to implement our business plan:

● timely and successfully developing new technology, solution, service, and platform features, including but not limited to the utilization of artificial intelligence, and increasing the functionality and features of our existing technology, solution, service, and platform offerings; ● establishing and maintaining broad market acceptance of our technology, solutions, services, and platforms, and converting that acceptance into direct and indirect sources of revenue; ● establishing and maintaining adoption of our technology, solutions, services, and platforms in and on a variety of environments, experiences, and device types; ● developing technology, solutions, services, and platforms that result in a high degree of customer satisfaction and a high level of end-customer usage; ● successfully responding to competition, including competition from emerging technologies and solutions; ● developing and maintaining strategic relationships to enhance the distribution, features, content and utility of our technology, solutions, services, and platforms;

~~● establishing and maintaining broad market acceptance of our technology, solutions, services, and platforms, and converting that acceptance into direct and indirect sources of revenue;~~ 6

● establishing and maintaining adoption of our technology, solutions, services, and platforms in and on a variety of environments, experiences, and device types;

● developing technology, solutions, services, and platforms that result in a high degree of customer satisfaction and a high level of end-customer usage;

● successfully responding to competition, including competition from emerging technologies and solutions;

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● ~~developing~~identifying, attracting and ~~maintaining~~retaining ~~strategic~~talented ~~relationships~~engineering, tonetwork ~~enhance~~operations, ~~the~~program ~~distribution~~management, ~~features~~technical services, ~~content~~creative services, and ~~utility~~other ofpersonnel ~~our~~at ~~technology,~~reasonable ~~solutions,~~market ~~services~~compensation rates in the markets in which we employ such personnel; and ● integrating operations, personnel and ~~platforms;~~technology from our acquisitions.

● identifying, attracting and retaining talented engineering, network operations, program management, technical services, creative services, and other personnel at reasonable market compensation rates in the markets in which we employ such personnel; and

● integrating operations, personnel and technology from our acquisitions.

Our business strategy may be unsuccessful and we may be unable to address the risks we face in a cost-effective manner, if at all. If we are unable to successfully accomplish these tasks, our business will be harmed.

Our success and longevity depend on our ability to generate profits from future operations and obtain sufficient capital through financing transactions to ~~refinance~~satisfy our debt obligations, ~~pay any contingent consideration owed to former Reflect stockholders,~~ and meet our other business obligations.

The report of our independent registered public accounting firm on our Consolidated Financial Statements for the fiscal year ended December 31, ~~2024~~2025 includes an explanatory paragraph indicating that there is substantial doubt as to our ability to continue as a going concern within one year after that date that the Consolidated Financial Statements are issued.

AtAs of December 31, ~~2024~~2025, the Company has an accumulated deficit of $5665,~~854,~~130 and negative working capital of $115,~~667~~728. For the year ended December 31, ~~2024~~2025, the Company generated ~~operating~~a ~~income~~ net loss of $~~938~~8,276 and ~~generated~~used ~~positive~~ net cash ~~flows~~in ~~from~~ operations of $37,~~381~~750. ~~The~~These ~~Company’s~~conditions ~~contingent consideration obligation was dependent upon the market value of the Company’s share price at February 17, 2025,~~ and ~~contractually must be settled in cash. The estimated liability for financial statement accounting purposes is $12~~events,~~815~~ astogether ~~of December~~with ~~31, 2024. While~~ the ~~Company~~outstanding ~~is currently generating cash from operations and refinanced its~~ debt inobligations ~~2024, the Credit Agreement (as defined in Note 7 Debt below) limits, via specific reserve, utilization~~ of the Company~~’s line of credit to no more than $4~~,~~000~~ (or such lesser amount determined by the lender in its sole and absolute discretion) for payments to satisfy the contingent consideration obligation. Should the contingent consideration require a cash payment at maturity in excess of the specific reserve, the Company may not have sufficient liquidity to settle this obligation without (i) receipt of a waiver under the Credit Agreement, (ii) an amendment to the Credit Agreement to permit additional funds from the line of credit to be used for payment of the contingent consideration obligation, (iii) raising additional capital on the capital markets, the proceeds of which would be used, in whole or in part, to satisfy the contingent consideration obligation, or (iv) a reduction in the amount of the contingent consideration obligation. The conditions and events raise substantial doubt about the Company's ability to continue as a going concern under the technical framework within ASU 205-40.

To the extent we are required to raise additional financing, turmoil in the capital markets, including the tightening of credit and increased interest rates, may impact our ability to raise financing on terms and at a cost favorable to the Company. We may be required to raise capital during a weak economy and have little flexibility to wait for more favorable terms or economic conditions. We are likely to face higher borrowing costs, less available capital, more stringent terms and tighter covenants. Such unfavorable market conditions could have an adverse impact on our ability to fund our operations and capital expenditures in the future. Any adverse change in the terms of our financing, including increased costs, could have a negative impact on our financial condition. Any equity financings will likely be dilutive to shareholders and may be completed at a discount to the then-current market price of our securities. Debt financing, if available, may involve restrictive covenants on our operations or pertaining to future financing arrangements. Nevertheless, we may not successfully complete any future equity or debt financing. Adequate funds for our operations, whether from financial markets, collaborative or other arrangements, may not be available when needed or on terms attractive to us. If adequate funds are not available, our plans to operate our business may be adversely affected and we could be required to curtail our activities significantly and/or cease operating.

Adequate funds for our operations may not be available, requiring us to raise additional financing or else curtail our activities significantly.

On November 6, 2025, the Company refinanced its credit facilities pursuant to the Amended Credit Agreement (as described in Note 11, Debt, below), which include a $36,000 term loan and a $22,500 revolving credit facility, and sold 30,000 shares of Preferred Stock for $30,000 (each as further described in this Report). The net proceeds from these activities were used in part to pay the purchase price payable under the Share Purchase Agreement to acquire CDM. Additionally, we have a $4,000 Promissory Note outstanding.

If we are unable to maintain our debt service obligations, or we require additional funds for other purposes, we would be required to raise additional funding through public or private financings, including debt or equity financings. Generally, the Amended Credit Agreement prohibits the Company and its subsidiaries from granting any security interests in any of their assets, or from issuing additional debt without the approval of the lenders under the Amended Credit Agreement. The terms of the documents executed in connection with the Offering also provide certain limitations on our ability to effectuate any debt or equity financing, as described in the foregoing risk factor.

Any equity financing will dilute the percentages of ownership interest of then-current holders of our capital stock and may dilute our book value per share. Any additional equity financings may also be dilutive to shareholders and may be completed at a discount to the then-current market price of our securities. Any new debt financing, if available, may involve restrictive covenants on our operations or pertaining to future financing arrangements. Nevertheless, we may not successfully complete any future equity or debt financing even if desired. Adequate funds for our operations, whether from financial markets, collaborative or other arrangements, may not be available when needed or on terms attractive to us. If adequate funds are not available, our plans to operate our business may be adversely affected and we could be required to curtail our activities significantly and/or cease operating.

We do not have sufficient capital to engage in material research and development, which may harm our long-term growth.

In light of our limited resources in general, we have limited material investments in research and development over the past several years. This conserves capital in the short term. In the long term, as a result of our failure to invest in research and development, our technology and product offerings may not keep pace with the market, and we may lose any current existing competitive advantage. Over the long term, this may harm our revenues growth and our ability to become profitable.

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The variable sales cycle of some of our products make it difficult to predict operating results.

Although we are focusing on increasing our revenues from SaaS services to our customers, our overall revenues in any quarter depend substantially upon contracts signed and the related shipment and installation or delivery of hardware and software products in that quarter. It is therefore difficult for us to accurately predict revenues and this difficulty also will affect the Company. It is difficult to forecast the timing of large individual hardware and software sales with a high degree of certainty due to the extended length of the sales cycle and the generally more complex contractual terms that may be associated with our products that could result in the deferral of some or all of the revenue to future periods. Revenues from the Company’s AdTech and Media Networks are also subject to seasonal and economic cycles.

Accordingly, large individual sales have sometimes occurred in quarters subsequent to when we anticipated or not at all. If we receive any significant cancellation or deferral of customer orders, or we are unable to conclude license negotiations by the end of a fiscal quarter, our operating results may be lower than anticipated. In addition, any weakening or uncertainty in the economy may make it more difficult for the Company to predict quarterly results in the future, and could negatively impact our business, financial condition, and results of operations for an indefinite period of time.

There has been, and we expect that there will continue to be, significant consolidation in our industry. ~~Our~~Inability ~~failure or inability~~ to either lead or ~~participate~~remain active participants in that consolidation may have a severe adverse impact on our access to financing, customers, technology, and human resources.

Our industry is currently composed of a large number of relatively small businesses; no single business dominates or provides integrated solutions and product offerings incorporating much of the available industry technology. We believe that substantial consolidation is occurring in our industry and will continue to do so in the near future. We believe that our prior acquisitions of Allure, Reflect and ~~Reflect~~CDM illustrate acquisition opportunities that exist in our industry. If we ~~are~~do not remain active participants in consolidation, either as a consolidator or as a target, we may be left out of this process, with product offerings of limited value compared with those of our consolidated competitors. Moreover, even if we lead the consolidation process, we may incur unknown liabilities in such consolidations, fail to fully integrate the operations, personnel, or technology from such consolidations, and the market may not validate the decisions we make in that process.

We may not realize the growth opportunities that are anticipated from our acquisition of CDM.

The benefits we expect to achieve as a result of the acquisition of CDM will depend, in part, on our ability to realize anticipated growth opportunities. Our success in realizing these growth opportunities, and the timing of this realization, depends largely on the successful integration of the business and operations of CDM with our business and operations. Even if we are able to integrate our business with CDM successfully, this integration may not result in the realization of the full benefits of the growth opportunities we currently expect from this integration within the anticipated time frame or at all. While we anticipate that certain expenses will be incurred, such expenses are difficult to estimate accurately, and may exceed current estimates, and cost saving projections may not be realized fully or at all. Accordingly, the benefits from the acquisition may be offset by costs incurred or delays in integrating the companies, which could cause our revenue assumptions to be inaccurate.

The CDM acquisition may fail to achieve beneficial synergies.

We acquired CDM with the expectation that the acquisition will result in beneficial synergies, such as cost reductions and improving the stability of the combined company’s revenues. Achieving these anticipated synergies and benefits will depend largely on our success in integrating CDM with our business. Potential risks from an unsuccessful integration include:

	●	the potential disruption of the combined company’s ongoing business and distraction of management;

	●	the customers of Creative Realities or CDM may defer purchasing decisions due to disagreements with the combined company on its strategic direction and product initiatives;

	●	the customers of CDM may abandon or reject products and services offered by the combined company after the acquisition, including products and services of CDM that are integrated into Creative Realities’ business, such as additional software products, hosting applications or installation services;

	●	it may be more difficult to retain key management, marketing, and technical personnel after the acquisition;

	●	costs and expenditures for retaining personnel, eliminating unnecessary resources and integrating the businesses are greater than anticipated;

	●	the combined company cannot increase sales of its products and services;

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	●	integrating CDM will impair the legacy relationships that Creative Realities and CDM have developed with their respective customers and business partners;

	●	anticipating the market needs and achieving market acceptance of our products and services;

	●	bringing together the companies’ marketing efforts so that the industry receives useful information about the acquisition and customers perceive value in the combined company’s products and services; and

	●	developing and maintaining uniform standards, controls, procedures and policies.

Even if the two companies are able to effectively integrate operations, there can be no assurance that the anticipated synergies will be achieved. The failure to achieve such synergies could adversely affect the business, results of operations and financial condition of the combined company.

The assumption of unknown liabilities in the CDM acquisition may harm our financial condition and results of operations.

Because we acquired all of the issued and outstanding shares of DDC Group International, Inc. (“DDC”), the parent company of CDM, CDM remains subject to all of its liabilities, including contingent and unknown liabilities. Although the share purchase agreement includes representations and warranties and indemnity covenants from the seller of the DDC shares that may offer us some contractual remedies for breaches or certain other undisclosed or unknown liabilities, there are limitations and conditions to our ability to recoup any liabilities, and there may be other unknown obligations for which we have no contractual remedy. In such a case, our business could be materially and adversely affected. We may learn additional information about CDM that adversely affects us, such as the existence of unknown liabilities, or issues that could affect our ability to comply with applicable laws. If these liabilities are greater than expected, or if there are material obligations for which we do not have adequate recourse against the seller, our business may be materially and adversely affected. If we become responsible for substantial uninsured liabilities, such liabilities may have a material adverse effect on our financial condition and results of operations.

We have incurred and will continue to incur significant transaction and integration costs in connection with our acquisition of CDM.

We have incurred significant costs associated with completing the CDM acquisition, and expect to incur additional significant costs integrating the operations of the two companies. The substantial majority of these costs will be non-recurring expenses and will consist of transaction costs (e.g., legal, accounting), facilities and systems consolidation costs and employment-related costs. Additional unanticipated costs may be incurred in the integration of our businesses. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and acquisition costs over time, this net benefit may not be fully achieved in the near or long term.

Unpredictability in financing markets could impair our ability to grow our business through acquisitions.

We anticipate that opportunities to acquire similar businesses will materially depend on, among other things, the availability of financing options for us with acceptable terms. Poor credit and other market conditions or uncertainty in financial markets could adversely affect our ability to obtain such financing, and as a result, materially limit our ability to grow through acquisitions.

Our success depends on our interactive marketing technologies achieving and maintaining widespread acceptance in our targeted markets.

Our success will depend to a large extent on market acceptance of our interactive marketing technologies among our current and prospective customers. Our prospective customers may still not use our solutions for a number of other reasons, including preference for static advertising, lack of familiarity with our technology, preference for competing technologies or perceived lack of reliability. We believe that the acceptance of our interactive marketing technologies by prospective customers will depend primarily on the following factors:

● our ability to demonstrate the economic and other benefits attendant to our interactive marketing technologies; ● our customers becoming comfortable with using our interactive marketing technologies; and ● the reliability of our interactive marketing technologies.

● our customers becoming comfortable with using our interactive marketing technologies; and

● the reliability of our interactive marketing technologies.

Our interactive technologies are complex and must meet stringent user requirements. Some undetected errors or defects may only become apparent as new functions are added to our technologies and products. The need to repair or replace products with design or manufacturing defects could temporarily delay the sale of new products and adversely affect our reputation. Delays, costs, and damage to our reputation due to product defects could harm our business.

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Our financial condition and potential for continued net losses may negatively impact our relationships with customers, prospective customers and third-party suppliers.

Our financial condition and potential for continued net losses may cause current and prospective customers to defer placing orders with us, to require terms that are less favorable to us, or to place their orders with our competitors, any of which could adversely affect our business, financial condition, and results of operations. ~~On the same basis~~Additionally, third-party suppliers may refuse to do business with us, or may do so only on terms that are unfavorable to us, which ~~also~~ could cause our expenses to increase and margins to decrease.

Because we do not have long-term purchase commitments from our customers, the failure to obtain anticipated orders or the deferral or cancellation of commitments could have adverse effects on our business.

Our business contracts include short-term purchase orders, contracts that do not require that purchases be made by our customers, and monthly subscription contracts (SaaS) that may be terminated with minimal notice. This makes forecasting our sales difficult. The failure to obtain anticipated orders and deferrals or cancellations of purchase commitments or SaaS services because of changes in customer requirements, or otherwise, could have a material adverse effect on our business, financial condition, and results of operations. We have experienced such challenges in the past and may experience such challenges in the future.

Our continued growth and financial performance could be adversely affected by the loss of several key customers.

We had ~~three~~one ~~customers~~customer that accounted for ~~15%, 13% and~~ 10% of revenue for the year ended December 31, ~~2024~~2025. NoThree ~~customer~~customers accounted for more than 10% of revenue for the year ended December 31, ~~2023~~2024. We had one customer that accounted for 1612% of accounts receivable atas of December 31, ~~2024~~2025 and ~~two~~one ~~customers~~customer that accounted for 2616% ~~and 23%~~ of accounts receivable atas of December 31, ~~2023~~2024.

Most of our contracts are terminable by our customers following limited notice and without early termination payments or liquidated damages due from them. In addition, each stage of a project often represents a separate contractual commitment, at the end of which the customers may elect to delay or not to proceed to the next stage of the project. We cannot assure you that one or more of our customers will not terminate a material contract or materially reduce the scope of a large project. The delay, cancellation or significant reduction in the scope of a large project or a number of projects could have a material adverse effect on our business, financial condition and results of operations.

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It is common for our current and prospective customers to evaluate our products over an extended period of time, most especially during economic downturns that affect our customers’ businesses, as we saw during the COVID-19 pandemic. The lengthy and variable sales cycle makes it difficult to predict our operating results.

It is difficult for us to forecast the timing and recognition of revenue from sales of our products and services because our actual and prospective customers often take significant time to evaluate our products before committing to a purchase. Even after making their first purchases of our products and services (or “pilot program” purchases), existing customers may not make significant purchases of those products and services for a long period of time following their initial purchases, if at all. The period between initial customer contact and a purchase by a customer may be years with potentially an even longer period separating initial purchases and any significant purchases thereafter. During the evaluation period, prospective customers may decide not to purchase or may scale down proposed orders of our products for various reasons, including:

● reduced need to upgrade existing visual marketing systems; ● introduction of products by our competitors; ● lower prices offered by our competitors; and ● changes in customer budgets and purchasing priorities.

~~● introduction of products by our competitors;~~ 10

● Table ~~lower~~of ~~prices offered by our competitors; and~~Contents

● changes in customer budgets and purchasing priorities.

Our prospective customers routinely require education regarding the use and benefit of our products and solutions. This may also lead to delays in receiving customers’ orders.

Our industry is characterized by frequent technological change. If we are unable to adapt our products and services and develop new products and services to keep up with these rapid changes, we will not be able to obtain, or maintain, market share.

The market for our products and services is characterized by rapidly changing technology, evolving industry standards, changes in customer needs, heavy competition, and frequent new product and service introductions. If we fail to develop new products and services or modify or improve existing products and services in response to these changes in technology, customer demands, or industry standards, our products and services could become less competitive or obsolete.

We must respond to changing technology and industry standards in a timely and cost-effective manner. We may not be successful in using new technologies, developing new products and services or enhancing existing products and services in a timely and cost-effective manner. Furthermore, even if we successfully adapt our products and services, these new technologies or enhancements may not achieve sufficient market acceptance.

We operate in an intensely competitive industry, and our competitors are developing products and solutions that incorporate AI and ML. We may not be as successful as our competitors in incorporating AI and ML into our products and solutions.

Our competitors may be larger, more diversified, better funded, and have access to more advanced technology, including AI and ML. These competitive advantages may enable our competition to innovate their products and solutions faster or better than we can, or to provide increased competition on quality and price, which could adversely affect our business and profitability. Burgeoning interest in AI and ML may increase competition and disrupt the Company’s business model. AI and ML may lower barriers to entry in our industry and the Company may be unable to effectively compete with the products or services offered by new competitors. Changes to the products and services we offer related to AI and ML may affect customer expectations, requirements, or tastes in ways that the Company cannot adequately anticipate or adapt to, causing ~~its~~our business to lose revenues.

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Issues relating to the use of new and evolving technologies in our offerings, such as AI and ML, may result in increased regulation and costs to comply with such regulations.

We are exploring ~~manners~~ways to integrate AI and ML into many of our offerings. We may need to increase our operational, research and development and compliance costs, or divert resources from other research and development efforts, to address potential issues related to AI and ML in a quickly evolving social, legal, and regulatory environment. As with many cutting-edge innovations, AI and ML present new risks and challenges, and existing laws and regulations may apply to us in new ways, the nature and extent of which are difficult to predict. Potential government regulation related to AI, including relating to ethics and social responsibility, may also increase the burden and cost of compliance and research and development.

We use developed and licensed software technology, and we could face claims of infringement by others in the industry. Such claims are costly and add uncertainty to our operational results.

A portion of our business involves our ownership and licensing of software. This market space is characterized by frequent intellectual property claims and litigation. We could be subject to claims of infringement of third-party intellectual-property rights resulting in significant expense and the potential loss of our own intellectual property rights. From time to time, third parties may assert copyright, trademark, patent, or other intellectual property rights to technologies that are important to our business. ~~Any~~For ~~litigation~~example, toin ~~determine~~September ~~the~~2025, ~~validity~~Alpha ofModus, ~~these claims~~Corp., ~~including~~a ~~claims~~subsidiary ~~arising~~of ~~through~~Alpha ~~our~~Modus ~~contractual~~Holdings ~~indemnification~~Inc. ~~of our business partners~~(AMOD), ~~regardless~~filed ofa ~~their~~patent ~~merit~~infringement orlawsuit ~~resolution,~~in ~~would~~Texas ~~likely~~federal becourt ~~costly~~that ~~and~~alleges, ~~time~~in ~~consuming~~essence, ~~and~~that ~~divert~~CRI’s ~~the~~digital ~~efforts~~signage ~~and~~solutions ~~attention~~infringe ofon ~~our~~AMOD’s ~~management~~patented ~~and~~technologies ~~technical~~for ~~personnel.~~real-time Ifconsumer ~~any~~behavior ~~such~~analysis, ~~litigation~~targeted ~~resulted~~marketing, indigital anengagement, ~~adverse~~inventory ~~ruling~~management, weand ~~could~~AI-driven beretail ~~required to:~~personalization.

●Any ~~pay~~litigation ~~substantial~~to ~~damages~~determine the validity of infringement claims, ~~royalties~~including claims arising through our contractual indemnification of our business partners, regardless of their merit or ~~other~~resolution, ~~fees;~~would likely be costly and time consuming and divert the efforts and attention of our management and technical personnel. If any such litigation resulted in an adverse ruling, we could be required to:

● pay substantial damages, royalties or other fees; ● cease the development, use, licensing or sale of infringing products; ● discontinue the use of certain technology; or ● obtain a license under the intellectual property rights of the third party claiming infringement, which license may not be available on reasonable terms or at all.

~~● discontinue the use of certain technology; or~~ 11

● obtain a license under the intellectual property rights of the third party claiming infringement, which license may not be available on reasonable terms or at all.

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The platform architecture, data tracking technology, and integration layers underlying our proprietary platforms, our contract administration, procurement, timekeeping, content and network management, network services, device management, virtualized services, software automation and other tools, and back-end services are complex and include specially developed software and code. This software and code are developed internally, licensed from third parties, or integrated by in-house personnel and third parties. Any of the system architecture, system administration, integration layers, software, or code may contain errors, or may be implemented or interpreted incorrectly, particularly when they are first introduced or when new versions or enhancements to our tools and services are released. Consequently, our systems could experience performance failure, or we may be unable to scale our systems, which may:

● adversely impact our relationship with customers and others who experience system failure, possibly leading to a loss of affected and unaffected customers; ● increase our costs related to product development or service delivery; or ● adversely affect our revenues and expenses.

● increase our costs related to product development or service delivery; or

● adversely affect our revenues and expenses.

Our business may be adversely affected by malicious applications that interfere with, or exploit security flaws in, our products and services.

Our business may be adversely affected by malicious applications that make changes to our customers’ computer systems and interfere with the operation and use of our products or products that impact our business. These applications may attempt to interfere with our ability to communicate with our customers’ devices. The interference may occur without disclosure to or consent from our customers, resulting in a negative experience that our customers may associate with our products and services. These applications may be difficult or impossible to uninstall or disable, may reinstall themselves and may circumvent other applications’ efforts to block or remove them. The ability to provide customers with a superior interactive marketing technology experience is critical to our success. If our efforts to combat these malicious applications fail, or if our products and services have actual or perceived vulnerabilities, there may be claims based on such failure or our reputation may be harmed, which would damage our business and financial condition.

We compete with other companies that have more resources, which puts us at a competitive disadvantage.

The market for interactive marketing technologies is highly competitive and we expect competition to increase in the future. Many competitors have significantly greater financial, technical, and marketing resources than us. These competitors may be able to respond more rapidly than we can to new or emerging technologies or changes in customer preferences or requirements. They may also devote greater resources to the development, promotion and sale of their products and services than us.

We expect competitors to continue to improve the performance of their current products, services, and technologies and to introduce new products, services, and technologies as well. Successful new product and service introductions or enhancements by our competitors could reduce sales and the market acceptance of our products and services, cause intense price competition, or make our products and services obsolete. To be competitive, we must continue to invest significant resources in research and development, sales and marketing and customer support. If we do not have sufficient resources to make these investments or are unable to make the technological advances necessary to be competitive, our competitive position will suffer. Increased competition could result in price reductions, fewer customer orders, reduced margins, and loss of market share. Our failure to compete successfully against current or future competitors could adversely affect our business and financial condition.

Our future success depends on retaining key personnel and our ability to attract and retain additional personnel.

Our key personnel includes our Chief Executive Officer and Chairman, Rick Mills. If we fail to retain Mr. Mills or to attract, retain, and motivate other qualified employees, our ability to maintain and develop our business may be adversely affected. Our future success depends significantly on the continued service of our key technical, sales, and senior management personnel and their ability to execute our growth strategy. The loss of the services of our key employees could harm our business. We may be unable to retain our employees or to attract, assimilate and retain other highly qualified employees who could migrate to other employers who offer competitive or superior compensation packages.

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We are subject to cyber security risks and interruptions or failures in our information technology systems and those of third party partners with whom our applications are integrated, and will likely need to expend additional resources to enhance our protection from such risks. Notwithstanding our efforts, a cyber incident could occur and result in information theft, data corruption, operational disruption, and/or financial loss.

We depend on digital technologies to process and record financial and operating data and rely on sophisticated information technology systems and infrastructure to support our business, including process control technology. At the same time, cyber incidents, including deliberate attacks, have increased in number and complexity. Our technologies, systems and networks and those of our vendors, suppliers, and other business partners may become the target of cyberattacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or other disruption of business operations. In addition, certain cyber incidents, such as surveillance, may remain undetected for an extended period. Despite our efforts, our systems for protecting against cyber security risks may not be sufficient. As the sophistication of cyber incidents continues to evolve, we will likely be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate known vulnerability to cyber incidents. Additionally, any of these systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, usage errors by employees, computer viruses, cyber-attacks, or other security breaches or similar events. The failure of any of our information technology systems may cause disruptions in our operations, which could adversely affect our revenues and profitability.

Additionally, we engage third-party service providers to assist us in providing products and services for our customers. Those third-party services providers also subject to the foregoing risks to their systems. We do not have a process to oversee and identify risks from cyber security threats associated with our use of such third-party service providers, and any such incidents occurring on their system could similarly affect us, our revenues and profitability.

Effective information security internal controls are necessary for us to protect our sensitive information from illegal activities and unauthorized disclosure in addition to denial of service attacks and corruption of our data. In addition, we rely on the information security internal controls maintained by our outsourced service provider. Any breach of our information management system could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption to our operations and the services we provide to customers or damage our reputation. In addition, a security breach could require that we expend significant additional resources to repair and enhance our information security systems. Furthermore, we could experience material harm to our financial condition, cash flows and the market price of our common stock, misappropriation of assets, compromise or corruption of confidential information collected in the course of conducting our business, liability for stolen information or assets, increased cybersecurity protection and insurance costs, regulatory enforcement, litigation and damage to our stakeholder relationships.

Because our technology, products, platform, and services are complex and are deployed in and across complex environments, they may have errors or defects that could seriously harm our business.

Our technology, proprietary platforms, products, and services are highly complex and are designed to operate in and across data centers, large and complex networks, and other elements of the digital media workflow that we do not own or control. On an ongoing basis, we need to perform proactive maintenance services on our platform and related software services to correct errors and defects. In the future, there may be additional errors and defects in our software that may adversely affect our services. We may not have in place adequate reporting, tracking, monitoring, and quality assurance procedures to ensure that we detect errors in our software in a timely manner. If we are unable to efficiently and cost-effectively fix errors or other problems that may be identified, or if there are unidentified errors that allow persons to improperly access our services, we could experience loss of revenues and market share, damage to our reputation, increased expenses and legal actions by our customers.

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We may have insufficient network or server capacity, which could result in interruptions in our services and loss of revenues.

Our operations are dependent in part upon: network capacity provided by third-party telecommunications networks; data center services provider owned and leased infrastructure and capacity; our dedicated and virtualized server capacity located at its data center services provider partner and a geo-redundant micro-data center location; and our own infrastructure and equipment. Collectively, this infrastructure, equipment, and capacity must be sufficiently robust to handle all of our customers’ web-traffic, particularly in the event of unexpected surges in high-definition video traffic and network services incidents. We (and our service providers) may not be adequately prepared for unexpected increases in bandwidth and related infrastructure demands from our customers. In addition, the bandwidth we have contracted to purchase may become unavailable for a variety of reasons, including payment disputes, outages, or such service providers going out of business. Any failure of these service providers or our own infrastructure to provide the capacity we require, due to financial or other reasons, may result in a reduction in, or interruption of, service to our customers, leading to an immediate decline in revenue and possible additional decline in revenue as a result of subsequent customer losses.

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Our business operations are susceptible to interruptions caused by events beyond our control.

Our business operations are susceptible to interruptions caused by events beyond our control. For example, the COVID-19 pandemic resulted in authorities implementing numerous preventative measures to contain or mitigate the outbreak of the virus, such as travel bans and restrictions, limitations on business activity, quarantines, and shelter-in-place orders. These measures caused business slowdowns and shutdowns in certain affected areas, both regionally and worldwide, which significantly adversely impacted our business and results of operations. We are vulnerable to potential problems when events beyond our control arise, including, among others:

● our platform, technology, products, and services and underlying infrastructure, or that of our key suppliers, may be damaged or destroyed by events beyond our control, such as fires, earthquakes, floods, power outages, or telecommunications failures; ● we and our customers and/or partners may experience interruptions in service as a result of the accidental or malicious actions of Internet users, hackers, or current or former employees; ● we may transmit viruses to third parties that damage or impair their access to computer networks, programs, data or information, and eliminating computer viruses and alleviating other security problems may require interruptions, delays or cessation of service to our customers and cause us to face liability; ● failure of our systems or those of our suppliers may disrupt service to our customers (and from our customers to their customers), which could materially impact our operations (and the operations of our customers), adversely affect our relationships with our customers and lead to lawsuits and contingent liability; ● delays in product development or releases, or reductions in manufacturing production and sales of consumer hardware, as a result of inventory shortages, supply chain or labor shortages; ● significant volatility and disruption of global financial markets, which could negatively impact our ability to access capital in the future; ● our inability to recognize revenue, collect payment, or generate future revenue from customers, including from those that have been or may be forced to close their businesses or are otherwise adversely impacted by any resulting economic downturn; ● negative impact on our workforce productivity, product development, and research and development due to difficulties resulting from our personnel working remotely ● illnesses to key employees, or a significant portion of our workforce, which may result in inefficiencies, delays, and disruptions in our business; and ● increased volatility and uncertainty in the financial projections we use as the basis for estimate used in our financial statements.

● we and our customers and/or partners may experience interruptions in service as a result of the accidental or malicious actions of Internet users, hackers, or current or former employees;

● we may transmit viruses to third parties that damage or impair their access to computer networks, programs, data or information, and eliminating computer viruses and alleviating other security problems may require interruptions, delays or cessation of service to our customers and cause us to face liability;

● failure of our systems or those of our suppliers may disrupt service to our customers (and from our customers to their customers), which could materially impact our operations (and the operations of our customers), adversely affect our relationships with our customers and lead to lawsuits and contingent liability;

● delays in product development or releases, or reductions in manufacturing production and sales of consumer hardware, as a result of inventory shortages, supply chain or labor shortages;

● significant volatility and disruption of global financial markets, which could negatively impact our ability to access capital in the future;

● our inability to recognize revenue, collect payment, or generate future revenue from customers, including from those that have been or may be forced to close their businesses or are otherwise adversely impacted by any resulting economic downturn;

● negative impact on our workforce productivity, product development, and research and development due to difficulties resulting from our personnel working remotely

● illnesses to key employees, or a significant portion of our workforce, which may result in inefficiencies, delays, and disruptions in our business; and

● increased volatility and uncertainty in the financial projections we use as the basis for estimate used in our financial statements.

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The occurrence of any of the foregoing could result in claims for consequential and other damages, significant repair and recovery expenses and extensive customer losses and otherwise have a material adverse effect on our business, financial condition, and results of operations.

Corporate social responsibility, specifically related to ESG, may impose additional costs and expose us to new risks.

Environmental, social and governance (“ESG”) matters have become increasingly important to some investors and other stakeholders. Certain organizations that provide corporate risk and corporate governance advisory services to investors have developed scores and ratings to evaluate companies based on ESG metrics. ESG evaluations are important to many investors and stakeholders. Many investors use ESG factors to guide their investment decisions. Many investment funds focus on positive ESG business practices and sustainability scores when making investments and may consider a company’s sustainability efforts and/or score when making an investment decision. On the other hand, we could be criticized by ESG detractors for the scope and nature of any ESG policies or initiatives we implement. We could also be subjected to negative responses by governmental actors, such as state legislation, retaliatory legislative treatment or litigation by state or federal agencies or private actors, or face negative publicity campaigns that could adversely affect our reputation, business, financial performance and growth. The occurrence of any of the foregoing could have an adverse effect on our reputation, the price of our stock and our business, financial condition and results of operations, including increased capital expenditures and operating expenses.

Anticipated changes in the U.S. political environment, including those resulting from the change in Presidential Administration and control of Congress, and to regulatory agencies, may result in significant changes to regulatory framework and enforcements. 14

As a result of the 2024 presidential election, changes in the Presidency and both chambers of Congress may result in significant changes in, and have resulted in uncertainty with respect to, legislation, regulation, implementation or repeal of laws and rules that could affect our business. The new Presidential Administration has imposed and threatened tariffs against numerous countries and products, rescinded various prior executive orders and has issued new executive orders and taken other related executive actions. Many of these policy changes will require further rulemaking actions or other formal steps before they would become law. In addition, the new Administration has taken actions to reduce the number of federal employees and to eliminate certain federal agencies or reduce their authority. As a result, there is significant uncertainty regarding whether or how regulations and the agencies that administer and enforce these regulations may change as a result of the actions taken to date and possible future actions by the new Administration. Additionally, there may be litigation over such regulatory changes, and if public enforcement decreases as a result of such changes, private litigation over these matters may increase.

We continually monitor these developments in order to respond to the changing regulatory environment impacting our business. While it is not possible to predict whether and when any such changes will occur, such changes could harm our business, operating results and financial condition. If we are slow or unable to adapt to any such changes, our business, operating results and financial condition could be adversely affected.

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Our competitors are constantly evolving, and we may be unable to compete successfully against existing or future competitors to our business.

The market in which we operate is increasingly competitive. Our current competitors generally include general digital signage companies, specialized digital signage operators targeting certain vertical markets (e.g., financial services, retail, or food services), content management software companies, and integrators and vertical solution providers who develop single implementations of content distribution, digital marketing technology, media and AdTech solutions, and related services. These competitors, including future new competitors who may emerge, may be able to develop comparable or superior solution capabilities, software platform, technology stack, and/or series of services that provide a similar or more robust set of features and functionality than our technology, products and services. If this occurs, we may be unable to grow as necessary to make our business profitable. In addition, our existing and potential future competitors may be able to use their extensive resources to:

● develop and deploy new products and services more quickly and effectively than we can; ● develop, improve, and expand their platforms and related infrastructures more quickly than we can; ● offer less expensive products, technology, platform, and services as a result of a lower cost structure, greater capital reserves, or otherwise; ● adapt more swiftly and completely to new or emerging technologies and changes in customer requirements; ● take advantage of acquisition and other opportunities more readily; and ● devote greater resources to the marketing and sales of their products, technology, platform, and services.

● develop, improve, and expand their platforms and related infrastructures more quickly than we can;

● offer less expensive products, technology, platform, and services as a result of a lower cost structure, greater capital reserves, or otherwise;

● adapt more swiftly and completely to new or emerging technologies and changes in customer requirements;

● take advantage of acquisition and other opportunities more readily; and

● devote greater resources to the marketing and sales of their products, technology, platform, and services.

If we are unable to compete effectively in our various markets, or if competitive pressures place downward pressure on the prices at which we offer our products and services, our business, financial condition and results of operations may suffer.

17 Our Canadian operations through CDM subject us to a complex and evolving framework of Canadian federal and provincial regulatory requirements, including data privacy, accessibility, French-language, and artificial intelligence laws, non-compliance with which could increase our costs, expose us to penalties, and adversely affect our business.

~~Table~~We ofconduct ~~Contents~~ substantial operations across Canada through CDM, including digital signage managed services and retail media advertising network operations in Ontario, Quebec, and other Canadian provinces, exposing us to Canadian regulatory requirements that differ materially from, and in certain respects are more stringent than, the equivalent U.S. frameworks governing our legacy operations. At the federal level, CDM is subject to PIPEDA, including its accountability principle, which provides that CDM remains responsible for personal information transferred to related entities and third-party processors — including our U.S. operations.

CDM’s operations in Quebec also expose us to the Charter of the French Language (Bill 96), imposing French-language obligations on commercial signage, digital interfaces, and certain consumer-facing communications. CDM’s Ontario operations are subject to Accessibility for Ontarians with Disabilities Act (AODA) accessibility standards for public-facing digital signage. Non-compliance with any of the foregoing could result in regulatory penalties, injunctions, and reputational harm.

The combined impact of cross-border regulatory complexity could materially and adversely affect our business, financial condition, and results of operations.

Fluctuations in the exchange rate between the U.S. dollar and the Canadian dollar could adversely affect our financial results.

A significant portion of our revenues, expenses, and assets are now denominated in Canadian dollars through CDM's operations. Our consolidated financial statements are reported in U.S. dollars, and CDM's results are translated at prevailing exchange rates each period. A strengthening U.S. dollar could reduce the reported U.S. dollar value of CDM's revenues and assets, independent of CDM's underlying Canadian-dollar performance. We do not currently maintain a program to hedge our CAD/USD exposure, and there can be no assurance we will implement one. Currency fluctuations could therefore have a material adverse effect on our reported financial condition and results of operations.

RISKS RELATED TO OUR SECURITIES AND OUR COMPANY

Our largest shareholder possesses significant voting power with respect to our common stock, which will limit your influence on our management and affairs, and may discourage parties from initiating potential merger, takeover, or other change-of-control transactions.

As of March 14, 2025, our largest shareholder, Slipstream, has beneficial ownership of approximately 26% of our common stock (on an as-converted, fully diluted basis including conversion of outstanding warrants, and assuming no other convertible securities, options and warrants are converted or exercised by other parties).

Slipstream has significant influence on our management and affairs, including the election and removal of our Board of Directors and all other matters requiring shareholder approval, including the future merger, consolidation or sale of all or substantially all of our assets. This stockholder position, especially in light of Pegasus’ prior proposals described below, may discourage others from initiating any potential merger, takeover, or other change-of-control transaction that may otherwise be beneficial to our shareholders. Furthermore, this concentrated ownership will limit the practical effect of your participation in Company matters, through shareholder votes and otherwise.

On February 2, 2023 and May 1, 2023, we received unsolicited proposals from Pegasus Capital Advisors, L.P., on behalf of itself and certain of its affiliates, including Slipstream (collectively, “Pegasus”), to acquire all of the outstanding shares of common stock of the Company that are not owned by Pegasus for purchase prices of $0.83 per share in cash (or, as a result of our 1-for-3 reverse stock split effectuated in March 2023, $2.49 per share), and $2.85 per share in cash, respectively. Pegasus is the beneficial owner of our common stock owned of record by Slipstream. The Special Committee of the Company’s Board of Directors (the “Special Committee”) concluded that each proposal undervalued the Company based on the Special Committee’s views of the intrinsic value of the Company’s existing business and current and future prospects, and was not in the best interests of the Company’s existing shareholders. Consequently, the Special Committee advised Pegasus that it rejected each proposal, and since such time, Pegasus has not made any subsequent acquisition proposal.

Our authorized capital consists of 116,666,666 shares of capital stock, 5049,~~000~~970,000 of which is undesignated preferred stock. Pursuant to authority granted by our Articles of Incorporation, our Board of Directors, without any action by our shareholders, may designate and issue shares in such classes or series (including other classes or series of preferred stock) as it deems appropriate and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights, provided such designation is consistent with Minnesota law. The rights of holders of other classes or series of stock that may be issued could be superior to the rights of holders of our common shares. The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to shares of our common stock. Furthermore, any issuances of additional stock (common or preferred) will dilute the percentage of ownership interest of then-current holders of our capital stock and may dilute our book value per share.

WeBecause ~~have~~we ~~never~~will ~~paid~~not declare cash dividends on our ~~capital~~common stock ~~and~~in wethe doforeseeable ~~not~~future, ~~anticipate~~stockholders ~~paying~~must ~~dividends~~rely inon appreciation of the ~~foreseeable~~value ~~future~~of our common stock for any return on their investment.

We have never paid dividends on any of our capital stock and currently intend to retain any future earnings to fund the growth of our business. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend on our financial condition, operating results, capital requirements, general business conditions, and other factors that our Board of Directors may deem relevant. As a result, capital appreciation, if any, of our common stock will be the sole source of gain for the foreseeable future.

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We do not have significant tangible assets that could be sold upon liquidation.

We have nominal tangible assets. As a result, if we become insolvent or otherwise must dissolve, there will be no tangible assets to liquidate and no corresponding proceeds to disburse to our shareholders. If we become insolvent or otherwise must dissolve, shareholders will likely not receive any cash proceeds on account of their shares.

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In 2022, the bid price of our common stock closed for 30 consecutive trading days below the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). Although we cured such noncompliance as a result of its 1-for-3 reverse stock split in March 2023, the trading price of our common stock has been subject to large movement in the past, especially in light of historically low trading volumes. In addition, Nasdaq has recently adopted new rules that could hinder our ability to cure any future deficiency and maintain the continued listing of our common stock. These new rules, which became effective in January 2025, provide for the immediate delisting with no grace period of any listed company that falls out of compliance after the effective date with the Minimum Bid Price Requirement for a second time in a twelve-month period, provide for immediate delisting if a listed company effects a reverse stock split that causes it to fall out of compliance with certain other listing requirements, and limit the ratio of reverse stock splits to a cumulative ratio of 1-to-250 in any two-year period.

We cannot be certain that we will be able to comply with the Minimum Bid Price Requirement and the other continued listing requirements of Nasdaq in the future, in which case our common stock may be delisted from the Nasdaq Capital Market. In the event our common stock is delisted from The Nasdaq Capital Market and we are also unable to maintain listing on another alternate exchange, trading in our common stock could thereafter be conducted in FINRA’s OTC Bulletin Board or in the over-the-counter markets in the so-called “pink sheets.” Delisting would likely have an adverse effect on the liquidity of our common stock, decrease the market price of our common stock, result in the potential loss of coverage by analysts and confidence by investors, customers, and employees, fewer business development opportunities, and adversely affect our ability to obtain financing for our continuing operations on favorable terms or at all.

Sales of a substantial number of shares of our common stock in the public market by certain of our shareholders, ~~including Slipstream,~~ could cause our stock price to fall.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur by our significant shareholders, ~~including Slipstream,~~ could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our common stock.

There may not be an active market for shares of our common stock.

In general, there has been minimal trading volume in our common stock. Small trading volumes would likely make it difficult for our shareholders to sell their shares as and when they choose. Furthermore, small trading volumes are generally understood to depress market prices. As a result, you may not always be able to resell shares of our common stock publicly at the time and prices that you feel are fair or appropriate.

We have issued shares of convertible preferred stock with terms that could dilute the voting power or reduce the value of our common stock.

On October 15, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with North Run Strategic Opportunities Fund I, LP (the “Lead Investor”) and NR-SOF I (Co-Invest I), LP (together with the Lead Investor, the “Buyers”), each an affiliate of North Run Capital, pursuant to which the Company agreed to sell to the Buyers in a private placement, for an aggregate gross purchase price of $30.0 million, an aggregate of 30,000 shares of a newly established series of preferred stock designated as Series A Convertible Preferred Stock (the “Preferred Shares”), which have a stated value of $1,000 per share (the “Stated Value”) (the “Offering”). The Offering was completed on November 6, 2025.

The Preferred Stock accrue dividends on the Stated Value for a period of five years from and after the issuance date (the “Guaranteed Term”) at a rate of 5.25% per year. Each Preferred Share is convertible at the option of the holder into shares of the Company’s common stock at a rate (the “Conversion Rate”) calculated by dividing (i) a liquidation preference equal to the Stated Value plus the amount of accrued and unpaid dividends, by (ii) a conversion price of $3.00 (subject to customary adjustments). Conversion of the Preferred Shares are currently subject to ownership limitations that prevent converting the Preferred Shares if the holder, together with its affiliates, would be more than a 19.99% beneficial owner of our common stock following such conversion (the “Beneficial Ownership Limitation”) or if the aggregate number of common shares issued upon conversion of Preferred Shares would exceed 2,102,734 (the “Exchange Cap”). The holders of Preferred Shares may elect to eliminate the Exchange Cap limitation and may elect, upon 61 days’ written notice, to increase the maximum Beneficial Ownership limitation to 49.99%.

Holders of Preferred Shares are entitled to vote on an as-converted basis with holders of the Company’s common stock (after taking into the account the applicable conversion limitations). Based on the Conversion Rate and without regard to the conversion limitations, the Preferred Shares held by the Buyers were initially convertible into common stock representing 48.7% of our issued and outstanding common stock after giving effect to such conversion.

The Preferred Shares rank senior to the Company’s common stock as to distributions and payments upon the liquidation, dissolution and winding up of the Company, and holders of Preferred Shares will participate with the holders of the common stock on an as-converted basis to the extent any dividends are declared on common stock. Holders of Preferred Shares are also entitled to redemption rights under certain circumstances. The redemption rights and liquidation preferences assigned to holders of the Preferred Shares could affect the residual value of the common stock.

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Based on the Conversion Rate and without regarding the conversion limitations, the Preferred Shares were initially convertible into common stock representing 48.7% of our issued and outstanding common stock after giving effect to such conversion. For as long as North Run and its affiliates hold a significant amount of Preferred Shares and/or our common stock, they will be able to strongly influence or effectively exercise control over us. This concentrated control may limit or preclude other shareholders’ ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval.

In addition to the significant voting control of North Run and its affiliates, for so long as the North Run and its affiliates beneficially own at least 20% of the common stock underlying the Preferred Shares, the Company may not take any of various actions without North Run’s consent, including creating, authorizing, or issuing capital stock that ranks senior to or pari passu with the Preferred Shares, or increasing the authorized number of Preferred Shares; incurring debt that would result in the ratio of debt to EBITDA of the Company for preceding twelve calendar months exceeding 2.5:1; purchasing or redeeming, or paying or declaring any dividend on shares of capital stock other than redemptions of or dividends on the Preferred Shares; completing an acquisition with consideration above $5.0 million; entering into, renewing, extending or being a party to certain related party transactions; or amending, altering or repealing any provision of the Company’s articles of incorporation or bylaws in a manner that adversely affects the rights, powers and preferences of the Preferred Shares.

North Run has continuing director designation rights based on its and its affiliates’ beneficial ownership of common stock on an as-converted basis. The director designation right initially applies to two Board designees, but will be limited to one Board designee at such time as North Run and its affiliates cease to beneficially own at least 15% of the Company’s outstanding shares of common stock on an as-converted basis, and the designation right will cease to exist if such beneficial ownership threshold fall below 5%.

North Run’s concentrated ownership may also prevent or discourage unsolicited acquisition proposals or offers for our capital stock that shareholders may believe are in their best interest. North Run’s interests may not align with the interests of our other shareholders. North Run and its affiliates may also determine to sell substantial amounts of our securities in one or more transactions, including to one or several private parties in negotiated transactions. In that case, those buyers may subsequently be able to exert significant control over us.

GENERAL RISK FACTORS

Because of our limited internal resources, we may not have in place various processes and protections common to more mature companies and may be more susceptible to adverse events.

We have limited internal resources. As a result, we may not have in place systems, processes, and protections that many of our competitors have or that may be essential to protect against various risks. For example, we have in place only limited resources and processes addressing human resources, timekeeping, data protection, business continuity, personnel redundancy, and knowledge institutionalization concerns. As a result, we are at risk that one or more adverse events in these and other areas may materially harm our business, financial condition, and results of operations.

19 Geopolitical conflicts, including the current conflicts involving Iran, Israel and the United States, as well as terrorism and other global security threats, could adversely affect our business, financial condition and results of operations.

On February 24, 2022, Russian military forces invaded Ukraine, and the length, impact, and outcome of the ongoing war in Ukraine is unpredictable. On October 7, 2023, Hamas terrorists infiltrated Israel’s border with the Gaza Strip and conducted a series of attacks on civilian and military targets, triggering an Israeli campaign against Hamas. Although there is currently a cease fire in the Israel-Hamas conflict, no assurance can be given that the cease fire will continue. On February 28, 2026, United States and Israeli forces conducted a series of attacks in Iran, and Iran responded by launching retaliatory attacks on Israel and United States military bases in the Middle East. The intensity and duration of the United States/Israel war against Iran is difficult to predict. The Russia-Ukraine, Israel-Hamas and United States/Israel-Iran wars and other geopolitical and macroeconomic events, a severe or prolonged economic downturn, interest rate fluctuations, rising inflation, recession, or other global financial or geopolitical crises, could result in a variety of risks to our business, or our ability to access the capital markets at a time when we would like, or need, to raise capital, including, but not limited to disruptions to our business operations, or a reduction or restriction on our operations and services.

We cannot predict the occurrence, scope, duration or consequences of geopolitical conflicts, terrorism, cyber incidents or other global crises, or the governmental responses thereto. Any such developments could materially adversely affect our business, financial condition and results of operations.

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~~Uncertain~~High ~~global~~inflation ~~macro-economic~~ and ~~political~~unfavorable economic conditions could ~~materially~~negatively ~~adversely~~ affect our ~~results~~business, offinancial ~~operations~~condition and ~~financial~~results ~~condition~~of operations.

~~Our~~Unfavorable ~~results~~global ofor ~~operations~~regional ~~are materially affected by~~ economic ~~and~~conditions ~~political~~may ~~conditions~~be intriggered ~~the~~by ~~United~~numerous ~~States~~developments ~~and~~beyond ~~internationally~~our control, including inflation, ~~deflation,~~geopolitical ~~interest rates~~events, ~~recession,~~health ~~availability~~crises ofsuch ~~capital,~~as ~~and~~ the ~~effects~~COVID-19 ~~of governmental initiatives to manage economic conditions. The current conflicts in Ukraine and the Middle East~~pandemic, ~~resulting sanctions~~ and ~~related countermeasures by the United States and~~ other ~~countries,~~events ~~and~~that ~~newly~~trigger ~~imposed~~economic ~~and~~volatility ~~threatened~~on ~~tariffs~~a ~~could~~global ~~lead~~or toregional ~~market~~basis. ~~disruptions~~In particular, ~~including~~a significant ~~volatility~~deterioration in ~~the~~economic ~~credit and capital markets and the economy in general~~conditions, ~~which~~including ~~could~~economic ~~weaken~~slowdowns ~~our operations and financial performance. Any developments~~ or ~~escalation of these conflicts~~recessions, orincreased ~~any~~unemployment ~~new conflicts~~levels, ~~including~~inflationary ~~those~~pressures ~~resulting~~or ~~from~~disruptions ~~the~~to ~~policies~~credit ~~of the new Presidential Administration, could significantly affect worldwide political stability~~ and ~~cause turmoil in the~~ capital markets ~~and generally in the global financial system. Additionally~~, ~~the~~could ~~geopolitical~~lead ~~and~~to ~~macroeconomic~~decreased ~~consequences~~consumer ofconfidence ~~these events~~ and ~~associated~~consumer ~~sanctions~~spending ~~cannot~~more ~~be predicted but could severely impact the world economy. If any of these events occur~~generally, ~~the~~thus ~~resulting~~reducing ~~political~~consumer ~~instability~~demand ~~and~~for ~~societal disruption could cause~~ our ~~customers~~services. toSuch ~~slow~~heightened orinflationary ~~decrease~~levels ~~spending on our products~~ and ~~services as their budgets are impacted by~~ economic ~~or political~~ conditions. Tomay ~~the~~negatively ~~extent~~impact ~~our~~consumer ~~customers~~disposable ~~are~~income ~~unable to profitably leverage various forms of digital marketing technology~~ and ~~solutions,~~discretionary ~~and/or the content we create~~spending, ~~deliver~~negatively ~~and~~impacting ~~publish~~our ~~on their behalf~~business, ~~they~~financial ~~may~~condition ~~reduce or eliminate their purchase of our products~~ and ~~services.~~results ~~A decline in customer spending may adversely affect our earnings and cash flows. In addition, deterioration~~ of ~~conditions in worldwide credit markets could limit our ability to obtain financing to fund our~~ operations ~~and capital expenditures~~.

~~Inflation~~Changes in trade policy, tariff and ~~price~~import/export ~~volatility~~regulations inmay ~~the~~have ~~global~~a ~~economy~~material ~~could~~adverse ~~hurt~~effect on our business, financial condition and results of operations.

~~During~~Beginning ~~the~~in ~~past several years~~2025, ~~inflation in~~ the ~~United~~current ~~States~~Trump ~~rose~~administration toinstituted ~~levels~~changes ~~not experienced~~ in ~~recent~~trade ~~decades,~~policies ~~including~~that ~~rising~~included ~~energy~~the ~~prices,~~imposition ~~prices~~of ~~for~~higher ~~consumer~~tariffs ~~goods,~~on ~~interest~~imports ~~rates,~~into ~~wages,~~the ~~and currency volatility~~U.S. ~~These increases~~ and ~~any~~other ~~fiscal~~government orregulations ~~other~~affecting ~~policy~~trade ~~interventions~~between by the U.S. ~~government~~and inother ~~reaction~~countries towhere ~~such~~we ~~events~~conduct ~~could harm~~ our business. byIn ~~increasing~~response, ~~our~~several ~~operating~~countries ~~costs~~have ~~and our borrowing costs~~imposed, asor ~~well~~threatened asto ~~decreasing~~impose, ~~the~~reciprocal ~~capital~~tariffs ~~available~~on toimports ~~our~~from ~~customers~~the U.S. and ~~prospective~~other ~~customers~~retaliatory ~~who~~measures. ~~wish~~Various modifications to ~~purchase~~the ~~our products and services~~U.S. ~~The~~tariffs ~~cost~~have tobeen ~~operate~~announced and ~~maintain~~further ~~and~~changes ~~grow our operations~~ could ~~increase~~be ~~faster~~made orin atthe ~~a rate greater than any ability to increase our prices~~future, which ~~could~~may ~~adversely~~include ~~affect~~additional ~~our~~sector-based ~~results~~tariffs ofor ~~operations~~other measures.

In February 2026, the U.S. Supreme Court (the “Court”) held that tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) are not legally authorized. The Court only ruled on IEEPA tariffs and did not invalidate any other tariffs. The implications of the Court’s ruling for trade policy and related administrative actions remain uncertain. Subsequent to the Court’s ruling, the Trump administration raised potential alternative means through which the administration could impose tariffs and subsequently imposed a global tariff under a different law. A number of tariff-related matters continue to be challenged that could impact the continued utilization of certain tariffs and the manner in which tariff costs. If not significantly and promptly moderated or eliminated, these tariffs may increase the cost of goods for our products or reduce our ability to sell products, which may, in turn, adversely affect our operating results and financial condition.

The ultimate impact of these trade measures on our business operations and financial results is uncertain and may be affected by various factors, including whether and when such trade measures are implemented, the timing of when such measures may become effective, and the amount, scope, or nature of such trade measures, and our ability to execute strategies to mitigate the negative impacts

ITEM 1B UNRESOLVED STAFF COMMENTS

Not applicable.

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ITEM 1C CYBERSECURITY

Cybersecurity Risk Management and Strategy

We have developed and implemented cybersecurity risk management processes intended to protect the confidentiality, integrity, and availability of our critical systems and information. While everyone at our company plays a part in managing cybersecurity risks, primary cybersecurity oversight responsibility is shared by our Board of Directors and senior management. Our cybersecurity risk management program is integrated into our overall enterprise risk management program.

Our cybersecurity risk management program includes:

● physical, technological, and administrative controls intended to support our cybersecurity and data governance framework, including protections designed to protect the confidentiality, integrity, and availability of our key information systems and customer, employee, partner, and other third-party information stored on those systems, such as access controls, encryption, data handling requirements, and other cybersecurity safeguards, and internal policies that govern our cybersecurity risk management and data protection practices; ● a defined procedure for timely incident detection, containment, response, and remediation, including a written security incident response plan that includes procedures for responding to cybersecurity incidents; ● cybersecurity risk assessment processes designed to help identify material cybersecurity risks to our critical systems, information, products, services, and broader enterprise IT environment; ● cybersecurity awareness training of our employees, incident response personnel, and senior management; ● a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents;

● a defined procedure for timely incident detection, containment, response, and remediation, including a written security incident response plan that includes procedures for responding to cybersecurity incidents; 18

● Table ~~cybersecurity~~of ~~risk assessment processes designed to help identify material cybersecurity risks to our critical systems, information, products, services, and broader enterprise IT environment;~~Contents

● ~~cybersecurity~~the ~~awareness~~use ~~training~~of external consultants or other third-party experts and service providers, where considered appropriate, to assess, test, or otherwise assist with aspects of our cybersecurity controls; and ● annual cybersecurity and privacy training of employees, including incident response personnel, and senior management;, and specialized training for certain teams depending on their role and/or access to certain types of information, such as consumer information.

During the year ended December 31, 2025, we did not identify risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents we have experienced from time to time, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, operating results, or financial condition. We will continue to monitor and assess our cybersecurity risk management program as well as invest in and seek to improve such systems and processes as appropriate. If we were to experience a material cybersecurity incident in the future, such incident may have a material adverse effect on our operations, business strategy, operating results, and financial condition. For more information regarding cybersecurity risks that we face and potential related impacts on our business, see the section titled “Risk Factors” in Part I, Item 1A of this Report.

● a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents;

● the use of external consultants or other third-party experts and service providers, where considered appropriate, to assess, test, or otherwise assist with aspects of our cybersecurity controls; and.

● annual cybersecurity and privacy training of employees, including incident response personnel and senior management, and specialized training for certain teams depending on their role and/or access to certain types of information, such as consumer information.

Board Governance

Our full Board of Directors oversees our risk management, including our information technology and cybersecurity policies, procedures, and risk assessments. Our management reports to our Board of Directors on information security matters as necessary, regarding any significant cybersecurity incidents, as well as any incidents with lesser impact potential.

One of the key functions of our Board of Directors is informed oversight of our various processes for managing risk. An overall review of risk is inherent in our Board of Directors ongoing consideration of our long-term strategies, transactions and other matters presented to and discussed by the Board of Directors. This includes a discussion of the likelihood and potential magnitude of various risks, including cybersecurity risks, and any actions management has taken to limit, monitor or control those risks. The Board of Directors receives briefings from management periodically on our cyber risk management program and presentations on cybersecurity topics as part of the Board of Directors’ continuing education on topics that impact public companies.

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ITEM 2 PROPERTIES

Our headquarters is located at 13100 Magisterial Drive, Suite ~~100~~201, Louisville, KY 40223, where we lease approximately 19,000 square-feet of office space, including approximately 7,300 square-feet of warehouse space. We also lease office spaces in other locations as necessary to support our operations outside of Louisville. WeOur ~~lease~~material ~~approximately~~leased ~~6,000~~facilities ~~square~~include ~~feet~~approximately ~~to support our Canadian operations at a facility located at 4600 Rhodes Drives, Unit 3 &~~ 4, ~~Windsor, Ontario, 4,~~500 square feet to support our Atlanta operations at a facility known as Northridge Center II, located at 365 Northridge Road, Atlanta, GA 30350, and, 315,~~300~~000 square feet to support ~~the~~our ~~Reflect~~CDM operations at a facility located at ~~5345~~137-139 ~~Towne~~Northfield ~~Square~~ Drive West, ~~Plano~~Unit 1-3, ~~Texas~~Waterloo, Ontario N2L 5A6. We believe our current space is sufficient for our projected near-term future growth.

Our corporate phone number is (502) 791-8800.

ITEM 3 LEGAL PROCEEDINGS

~~Information~~The ~~regarding~~Company ~~legal~~is ~~proceedings~~not ~~can~~party beto ~~found~~any inmaterial ~~Note~~legal ~~8 Commitments~~proceedings, ~~and~~other ~~Contingencies~~than toordinary ~~the~~routine ~~Company’s~~litigation ~~Consolidated~~incidental ~~Financial~~to ~~Statements~~its ~~included in this Report~~business.

ITEM 4 MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is listed for trading on the Nasdaq Capital Market under the symbol “CREX”. The transfer agent and registrar for our common stock is Computershare Limited.

Shareholders

As of ~~March~~April 10, ~~2025~~2026, we had ~~356~~328 holders of record of our common stock.

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Dividend Policy

We have never declared or paid cash dividends on our common stock. We currently intend to retain future earnings, if any, to operate and expand our business and to finance the development and expansion of our business. We do not anticipate paying cash dividends on our common stock in the foreseeable future. Any payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, contractual restrictions, and other factors deemed relevant by our Board of Directors.

Holders of our common stock are entitled to share pro rata in dividends and distributions with respect to the common stock when, as and if declared by our Board of Directors out of funds legally available for distribution.

Recent Sales of Unregistered Securities

None.

ITEM 6 [RESERVED]

Not applicable.

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ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(All currency is rounded to the nearest thousands, except share and per share amounts.)

The following discussion should be read in conjunction with the financial statements and related notes for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, which are included elsewhere in this Report. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties and other factors. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations.

You should review the “Cautionary Note Regarding Forward-Looking Statements; Risk Factor Summary”, and “Risk Factors” sections of this Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements described in the following discussion and analysis.

Overview

The Company transforms environments through digital solutions by providing innovative digital signage solutions for key market segments and use cases, including:

● Retail ● Entertainment and Sports Venues ● Restaurants, including QSRs ● Convenience Stores ● Financial Services ● Automotive ● Lottery ● Mixed Use Developments ● DOOH Advertising Networks

● Entertainment and Sports Venues

● Restaurants, including QSRs

● Convenience Stores

● Financial Services

● Automotive

● Medical and Healthcare Facilities

● Mixed Use Developments

● Corporate Communications, Employee Experience

● DOOH Advertising Networks

We serve market-leading companies, so there is a good chance that if you leave your home today to shop, work, eat or play, you will encounter one or more of our digital signage experiences. Our solutions are increasingly visible because we help our enterprise customers achieve a range of business objectives including:

●

Increased brand awareness;

~~● Improved customer support;~~ 20

● Enhanced employee productivity and satisfaction;

● Increased revenue and profitability;

● Improved guest experience; and

● Increased customer/guest engagement.

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~~Through~~● aImproved ~~combination~~customer ofsupport; ~~organically~~● ~~grown~~Enhanced ~~platforms~~employee productivity and asatisfaction; ~~series~~● ofIncreased ~~strategic~~revenue ~~acquisitions,~~and ~~the~~profitability; ~~Company~~● ~~assists~~Improved ~~customers to~~guest ~~design,~~experience; ~~deploy, manage,~~ and ~~monetize~~● ~~their~~Increased ~~digital~~customer/guest ~~signage networks~~engagement. ~~The~~● ~~Company~~Traffic ~~sources leads and opportunities for its solutions through its digital and~~ content ~~marketing initiatives, close relationships with key industry partners, specifically equipment manufacturers,~~ and the direct efforts of its in-house industry sales experts. Customer engagements focus on consultative conversations that ensure the Company’s solutions are positioned to help customers achieve their business objectives in the most cost-effective manner possible.advertising

Through a combination of organically grown platforms and a series of strategic acquisitions, the Company assists customers to design, deploy, manage, and monetize their digital signage and in-store retail media networks. The Company sources leads and opportunities for its solutions through its digital and content marketing initiatives, close relationships with key industry partners, specifically equipment manufacturers, and the direct efforts of its in-house industry sales experts. Customer engagements focus on consultative conversations that ensure the Company’s solutions are positioned to help customers achieve their business objectives in the most cost-effective manner possible.

When comparing us to other digital signage providers, our customers value the following competitive advantages:

● Breadth of solutions – Creative Realities offers a wide breadth of solutions to our customers. Creative Realities is one of only a few companies in the industry capable of providing the full portfolio of products and services required to implement and run an effective digital signage ~~network~~and in-store retail media networks. We leverage a ‘single vendor’ approach, providing customers with a one-stop-shop for sourcing digital signage and media solutions from design through day two services.

●

Managed labor pool – Unlike most companies in our industry, we have a curated labor pool of qualified and vetted field technicians available to service customers quickly nationwide. We can meet tight schedules even in exceptionally large deployments and still ensure quality and consistency.

● In-house creative resources – We assist customers in creating new content or repurposing existing content for digital signage experiences, an activity for which the Company has won several design awards in recent years. In each instance, our services can be essential in helping customers develop an effective content program. ● Network scalability and reliability – Our SaaS content management platforms power some of the largest and most complex digital signage networks in North America, evidencing our ability to manage enterprise scale projects. This also provides us purchasing power to source products and services for our customers, enabling us to deliver cost effective, reliable and powerful solutions to small and medium size business customers. ● AdTech platforms – The Company has developed and deployed the AdLogic and CPM+ platforms, which, working in conjunction with our CMS platforms, present completely integrated digital advertising solutions for existing and prospective customers seeking to monetize their in-store retail media networks. These platforms anchor the Company's vertical expansion into AdTech bringing new, and expanding existing, addressable markets. ● Market sector expertise – Creative Realities has in-house experts in key market segments such as retail, QSRs, convenience stores, and DOOH advertising. Our expertise in these business segments enable our teams to provide meaningful business conversations and offer tailored solutions with prospects and customers to their unique business objectives. These experts build industry relationship and create thought leadership that drives lead flow and new opportunities for our business. ● Logistics – Implementing a large digital signage project can be a logistical nightmare that can stall an initiative, even before deployment. Our expertise in logistics improves deployment efficiency, reduces delays and problems, and saves customers time and money. ● Technical support – Digital signage networks present unique challenges for corporate IT departments. We simplify and improve end user support by leveraging our own NOC in Louisville, Kentucky. The NOC resolves many issues remotely and when field support is required, it can be dispatched quickly from the NOC, leveraging our managed labor pool to resolve customer issues quickly and effectively.

● Network scalability and reliability – Our SaaS content management platforms power some of the largest and most complex digital signage networks in North America, evidencing our ability to manage enterprise scale projects. This also provides us purchasing power to source products and services for our customers, enabling us to deliver cost effective, reliable and powerful solutions to small and medium size business customers. 21

● Market sector expertise – Creative Realities has in-house experts in key market segments such as automotive, retail, QSRs, convenience stores, and DOOH advertising. Our expertise in these business segments enable our teams to provide meaningful business conversations and offer tailored solutions with prospects and customers to their unique business objectives. These experts build industry relationship and create thought leadership that drives lead flow and new opportunities for our business.

● Technical support – Digital signage networks present unique challenges for corporate IT departments. We simplify and improve end user support by leveraging our own NOC in Louisville, Kentucky. The NOC resolves many issues remotely and when field support is required, it can be dispatched quickly from the NOC, leveraging our managed labor pool to resolve customer issues quickly and effectively.

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● Integrations and Application Development – The future of digital signage is not still images and videos on a screen. We believe that interactive applications and integrations with other data sources will dominate the future. From social media feeds, mobile integrations, corporate data stores, or POS systems, our proven ability to build scalable applications and integrations is a key advantage that customers can leverage to deliver more compelling and engaging experiences for their customers. ● Hardware support – A number of digital signage providers sell a proprietary media player or align themselves with just one operating system. We utilize a range of media players including Windows, Android and BrightSign to provide customers the flexibility they need to select the appropriate hardware for any application knowing the entire network can still be served by a single digital signage platform, reducing complexity and improving the productivity of our customers. ● Retail Media Network – The Company owns and operates the largest mall shopping network in Canada.

Our Sources of Revenue

The three primary sources of revenue for the Company are:

●

Hardware sales from reselling digital signage hardware from original equipment manufacturers such as Samsung and BrightSign.

● Services revenue from helping customers design, deploy and manage their digital signage ~~network~~and in-store retail media networks, including:

o○ Hardware system design/engineering ○ Hardware installation ○ Content development ○ Content scheduling ○ Post-deployment network and field support ○ AdTech to traffic advertising and content directly and through programmatic channels

o Hardware installation

o Content development

o Content scheduling

o Post-deployment network and field support

o Media sales

●

Recurring subscription licensing and support revenue from our digital signage software platforms, which are generally sold via a SaaS model. Our platforms:

o○ ReflectView, the Company’s core digital signage platform for most applications, scalable and cost effective from 10 to 100,000+ devices; ○ Reflect Xperience, a web-based interface that allows customers to give content scheduling access to local users via the web or mobile devices, while still maintaining centralized programming control; ○ AdLogic, the Company’s ad management platform for digital signage networks, which presently delivers approximately 50 million ads daily; ○ Clarity, the Company’s digital signage platform for menu board solutions, which has become a market leader for a range of restaurant, including QSR and convenience store applications; and ○ iShowroomProX, an omni-channel digital sales support platform targeted at original equipment manufacturers in the transportation sector, which integrates with dozens of key data services including dealer inventory at the VIN level.

o Reflect AdLogic, the Company’s ad management platform for digital signage networks, which presently delivers approximately 50 million ads daily;

o Clarity, the Company’s menu board solution, which has become a market leader for a range of restaurant, including QSR and convenience store applications;

o Reflect Zero Touch, which allows customers to turn any screen into an interactive experience by allowing guests to engage using their mobile device;

2522

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Our Operating Expenses

Our operating expenses are comprised of sales and marketing, and general and administrative expenses. Sales and marketing expenses include salaries and benefits for our sales, business development solution management and marketing personnel, and commissions paid on sales. This category also includes amounts spent on marketing networking events, promotional materials, hardware and software to prospective new customers, including those expenses incurred in trade shows and product demonstrations, and other related expenses. Our general and administrative expenses consist of corporate overhead, including administrative salaries, real property lease payments, salaries, and benefits for our corporate officers and other expenses such as legal and accounting fees.

Recent Developments

~~Public~~North ~~Offering~~Run Securities Purchase Agreement

On ~~August~~October 1715, ~~2023~~2025, ~~the~~we ~~Company~~entered ~~conducted~~into a ~~public~~Securities ~~offering~~Purchase ~~for~~Agreement (the ~~sale~~“Securities byPurchase Agreement”) with North Run Strategic Opportunities Fund I, LP (the ~~Company~~“Lead Investor”) and NR-SOF I (Co-Invest I), LP (together with the Lead Investor, the “Buyers”), each an affiliate of North Run Capital, LP (“North Run”), pursuant to which we agreed to sell in a private placement (the “Offering”), for an aggregate gross purchase price of 3$30,000, an aggregate of 30,000 shares of a ~~common~~newly established series of preferred stock, par value $0.01 per share, atto abe ~~public~~designated ~~offering~~as ~~price~~Series A Convertible Preferred Stock (the “Preferred Shares”). On November 5, 2025, in anticipation of $2the closing of the Offering, we filed the Certificate of Designations with the Secretary of State of the State of Minnesota, which established the designations, preferences, powers and rights of the Preferred Shares.00 ~~per~~The ~~share~~closing of the purchase and ~~received~~sale ~~approximately~~of $5the Preferred Shares occurred on November 6,~~454~~ in2025. We used net proceeds, ~~after~~from ~~deducting~~the ~~underwriting~~Offering ~~fees~~to pay a portion of ~~$478~~the purchase price for our acquisition of the business of Cineplex Digital Media Inc. and ~~offering~~its ~~costs~~affiliates (the “CDM Acquisition”). See Note 9, Series A Redeemable Convertible Preferred Stock, for a description of ~~$68~~the terms of the Securities Purchase Agreement.

~~Reverse~~CDM ~~stock split~~Acquisition

On ~~March~~October 2715, ~~2023~~2025, the Company ~~effected~~entered into a ~~1-for-3~~Share ~~stock~~Purchase ~~split~~Agreement (the “Share Purchase Agreement”) with its wholly owned subsidiary, 1001372953 Ontario Inc., an Ontario corporation and Cineplex Entertainment Limited Partnership, a Manitoba limited partnership (“Cineplex”), to acquire DDC Group International, Inc., an Ontario corporation and wholly owned subsidiary of Cineplex (“DDC”). DDC is the ~~shares~~parent company of ~~the~~its ~~Company~~wholly owned subsidiary, Cineplex Digital Media Inc., an Ontario corporation (“CDMI”), and CDMI’s ~~common~~wholly ~~stock~~owned subsidiary, ~~par~~Cineplex ~~value~~Digital $0Media US Inc.01, ~~per~~a ~~share~~Delaware corporation (“CDMUS”). In this Report, DDC, CDMI and CDMUS are collectively referred to as “CDM”, and such acquisition is referred to as the “CDM Acquisition”.

AsOn aNovember ~~result~~7, of2025, the ~~reverse~~parties ~~stock~~consummated ~~split,~~the ~~effective~~transactions ~~12:01~~contemplated amby onthe ~~March~~Share ~~27,~~Purchase ~~2023,~~Agreement. ~~every~~Upon ~~three~~the ~~shares~~terms ofand ~~common~~conditions ~~stock~~of ~~then-issued~~the ~~and~~Share ~~outstanding~~Purchase ~~automatically~~Agreement, ~~combined~~at ~~into~~the ~~one~~closing ~~share~~ of ~~common~~the ~~stock~~CDM Acquisition, ~~with~~the noCompany ~~change~~(indirectly inthrough ~~par~~1001372953 ~~value~~Ontario ~~per share~~Inc. ~~All~~) ~~fractional~~acquired ~~shares~~ownership ~~resulting~~of ~~from~~all of the ~~reverse~~issued ~~split~~and ~~were~~outstanding ~~rounded~~capital upshares toof ~~the~~DDC ~~nearest~~for ~~whole~~a ~~share~~total purchase price of ~~common~~approximately ~~stock. In~~CAD ~~connection~~$70,000, ~~with~~subject ~~the~~to ~~reverse~~customary ~~stock~~purchase ~~split,~~price ~~the~~adjustments. ~~total~~The ~~number~~final ofpurchase ~~shares~~price ofafter ~~common~~adjustments ~~stock~~was ~~authorized~~approximately ~~for~~CAD ~~issuance~~$60,263 ~~was~~(or ~~reduced~~approximately ~~from~~USD ~~200~~$42,~~000,000~~761). ~~shares~~See toNote 665,~~666~~ Business Combinations,~~666~~ ~~shares~~for ina ~~proportion~~description toof the ~~outstanding~~terms ~~shares~~ of ~~common~~the ~~stock~~Share Purchase Agreement.

~~Effective~~Amended as of the same time as the reverse stock split, the number of shares of common stock available for issuance under the Company’s equity compensation plans were reduced in proportion to the reverse stock split. The reverse stock split also resulted in the number of shares of shares of common stock issuable upon exercise of outstanding warrants, or the exercise or vesting of equity awards, in proportion to the reverse stock split and ~~caused~~Restated aCredit ~~proportionate increase in exercise price or share-based performance criteria, where applicable.~~Agreement

~~Rejection~~On November 6, 2025 (the “Refinancing Date”), the Company and certain of ~~unsolicited~~its ~~offers~~subsidiaries entered into the Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with FMB acting as agent (“Agent”), and a new syndicate of lenders (“Lenders”) which included FMB and two additional creditors, Northwest Bank (“NWB”) and Axos Bank (“Axos”; together with NWB, the “New Lenders”). In the ordinary course of its business, Agent has performed and may continue to perform commercial banking and financial services for the Company for which it has received and will continue to receive customary fees and expenses. The Amended Credit Agreement provides the Company, CDMI and CDMUS (collectively, “Borrowers”) with two debt facilities, including a three-year term loan of $36,000 (the “Term Loan”) and a three-year revolving debt arrangement of up to $22,500 (the “New Revolving Credit Facility”). The Term Loan and New Revolving Credit Facility in the Amended Credit Agreement both have maturity dates of November 6, 2028 (the “Maturity Date”), and are secured by all the assets of the Borrowers.

OnThe ~~February~~Borrowers 2,used ~~2023~~a ~~and~~portion ~~May~~of 1,the ~~2023,~~proceeds ~~we received~~from ~~unsolicited~~the ~~proposals~~Term ~~from~~Loan ~~Pegasus,~~ to ~~acquire~~finance ~~all~~a ofportion ~~the outstanding shares~~ of ~~common stock of~~ the ~~Company~~purchase ~~that~~price ~~are not owned by Pegasus~~ for ~~purchase~~the ~~prices~~CDM ofAcquisition ~~$0.83 per share in cash~~ (~~or,~~ as adefined ~~result of our 1-for-3 reverse stock split effectuated in March 2023, $2.49 per share~~below), and ~~$2.85~~may ~~per~~use ~~share~~additional inproceeds ~~cash, respectively. Pegasus is the beneficial owner~~ of ~~our common stock owned of record by Slipstream. The Special Committee concluded that each proposal undervalued~~ the ~~Company~~Term ~~based~~Loan ~~on the Special Committee’s views of the intrinsic value of the Company’s existing business~~ and ~~current~~New ~~and~~Revolving ~~future~~Credit ~~prospects,~~Facility ~~and~~to ~~was~~refinance ~~not~~certain inindebtedness ~~the best interests~~ of the ~~Company’s existing shareholders. Consequently~~Borrowers, ~~the~~for ~~Special~~working ~~Committee~~capital ~~advised Pegasus that it rejected each proposal,~~ and ~~since~~for ~~such~~other ~~time,~~general ~~Pegasus~~corporate ~~has not made any subsequent acquisition proposal~~purposes.

26 See Note 11, Debt, to the Consolidated Financial Statements for a description of the terms of the Amended Credit Agreement.

Table of Contents

Results of Operations

Note: All dollar amounts reported in Results of Operations are in thousands, except per-share information.

~~Year Ended December 31, 2024 Compared to Year Ended December 31, 2023~~ 23

~~The~~ Table ~~tables presented below compare our results~~ of ~~operations from one period to another, and present the results for each period and the change in those results from one period to another in both dollars and percentage change.~~Contents

	Year Ended December 31,						Change
	2024			2023						%
Sales	$	50,854		$	45,166		$	5,688			13	%
Cost of sales		26,843			22,983			3,860			17	%
Gross profit		24,011			22,183			1,828			8	%
Sales and marketing expenses		6,015			5,247			768			15	%
General and administrative expenses		17,058			15,590			1,468			9	%
Total operating expenses		23,073			20,837			2,236			11	%
Operating income		938			1,346			(408	)		30	%
Other expense (income):
Interest expense, including amortization of debt discount		1,775			2,992			(1,217	)		41	%
Loss on change in fair value of contingent consideration		1,608			1,419			189			13	%
Loss on debt extinguishment		1,059			-			1,059			100	%
Other expenses (income), net		(102	)		(211	)		109			52	%
Total other expense (income)		4,340			4,200			140			3	%
Net loss before income taxes		(3,402	)		(2,854	)		(548	)		19	%
Income tax expense		(106	)		(83	)		(23	)		28	%
Net loss	$	(3,508	)	$	(2,937	)	$	(571	)		19	%

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

The tables presented below compare our results of operations from one period to another and present the results for each period and the change in those results from one period to another in both dollars and percentage change.

	For The Years Ended
	December 31,
	2025			2024			Difference $			Difference %

Sales:
Hardware	$	21,232		$	18,259		$	2,973			16.3	%
Services and other		36,000			32,595			3,405			10.4	%
Total sales		57,232			50,854			6,378			12.5	%
Cost of sales:
Hardware		15,292			13,521			1,771			13.1	%
Services and other		16,226			13,322			2,904			21.8	%
Total cost of sales		31,518			26,843			4,675			17.4	%
Gross profit		25,714			24,011			1,703			7.1	%

Operating expenses:
Sales and marketing expenses		5,803			6,015			(212	)		(3.5	%)
General and administrative expenses		23,065			17,058			6,007			35.2	%
Loss on impairment of software asset		5,712			-			5,712			100.0	%
Total operating expenses		34,580			23,073			11,507			49.9	%
Operating (loss) income		(8,866	)		938			(9,804	)		(1045.2	%)

Other expenses (income):
Interest expense, including amortization of debt discount		2,479			1,775			704			39.7	%
Loss on change in fair value of contingent consideration		-			1,608			(1,608	)		(100.0	%)
Gain on settlement of contingent consideration		(4,775	)		-			(4,775	)		100.0	%
Loss on debt extinguishment		-			1,059			(1,059	)		(100.0	%)
Loss on debt modification		24			-			24			100.0	%
Other expenses (income), net		516			(102	)		618			(605.9	%)
Total other (income) expenses, net		(1,756	)		4,340			(6,096	)		(140.5	%)
Loss before income taxes		(7,110	)		(3,402	)		(3,708	)		109.0	%
Income tax expense		(1,166	)		(106	)		(1,060	)		1000.0	%
Net loss	$	(8,276	)	$	(3,508	)	$	(4,768	)		135.9	%

Sales

Sales increased by $56,~~688,~~378 or ~~13%~~12. ~~Hardware revenues were $18~~5%,~~259,~~ ~~a decrease of~~to $257,~~044~~232 orfor ~~10%. Services~~the ~~and~~year ~~other~~ended ~~revenues~~December ~~were $32~~31,~~595,~~ an2025 ~~increase~~compared ofto $750,~~732~~854 orfor ~~31%,~~the ~~driven~~year byended ~~installation~~December ~~and managed services revenue. Managed services revenue~~31, ~~which includes both SaaS and help desk technical subscription services increased to $19,547 from $15,916~~2024. The increase iswas driven by ~~increasing~~the ~~software~~CDM ~~subscription revenue~~Acquisition, ~~with~~which ~~the~~contributed ~~annual~~$13,613 ~~recurring~~in ~~run~~total ~~rate of our subscription license~~ revenue ~~growing~~ from ~~$16,336~~the asNovember ~~of December 31~~7, ~~2023~~2025 toacquisition ~~$16,785~~date asthrough of December 31, ~~2024. This~~2025, ~~represents~~partially aoffset ~~year-over-year~~by ~~growth~~a ~~rate~~decline ~~of approximately 6%~~ in ~~our~~legacy ~~higher~~CRI ~~margin,~~revenue ~~typically~~on ~~subscription-based,~~a ~~managed~~standalone ~~service revenue~~basis.

Hardware revenues were $21,232 for the year ended December 31, 2025, an increase of $2,973, or 16.3%, from $18,259 for the year ended December 31, 2024. The increase in hardware revenues was primarily driven by purchases from customers in our QSR and sports and entertainment verticals along with incremental hardware attributable to the CDM Acquisition. Services and other revenues were $36,000, an increase of $3,405, or 10.4%, from $32,595 in the prior year. Legacy CRI experienced a $9,000 decline in service revenues primarily attributable to fewer deployments during the period, a decline in media revenue as the Company exited the media business effective October 1, 2024, and lower SaaS subscription revenues. The decrease was offset by $12,577 of services and other revenues generated by CDM in the post-acquisition period.

Gross Profit

Gross profit increased $1,~~828 to $24~~703,~~011~~ ~~from $22,183,~~ or 87%, ~~through~~to a$25,714 ~~combination~~for ofthe ayear ~~13%~~ended ~~increase~~December in31, ~~revenue~~2025 ~~partially~~from ~~offset~~$24,011 byfor ~~a 2%~~the ~~decrease~~year inended ~~gross~~December ~~margin~~31, ~~percentage~~2024. Gross margin decreased to 4744.9% from 4947.2% The decline in gross margin percentage was primarily driven by the inclusion of CDM, which carries a different revenue and cost mix , as well as changes in ~~our~~product ~~services~~mix ~~revenue,~~within ~~which~~legacy ~~included~~CRI anoperations, ~~83%~~including ~~increase~~higher-volume inbut ~~installation~~lower-margin ~~services in~~hardware ~~the~~deployments ~~current~~during the year.

2724

Table of Contents

Sales and Marketing Expenses

Sales and marketing expenses generally include the salaries, taxes, and benefits of our sales and marketing personnel, as well as trade show activities, travel, and other related sales and marketing costs. Sales and marketing expenses ~~increased~~decreased by $~~768~~212, or 153.5%, to $5,803 for the year ~~ending~~ ended December 31, ~~2024~~2025 as compared to $6,015 for the ~~same~~year ~~period~~ended inDecember ~~2023~~31, ~~driven~~2024. ~~primarily~~Legacy byCRI ~~the~~sales ~~Company’s~~and ~~enhanced~~marketing ~~investments~~expenses ~~into~~decreased ~~sales~~approximately ~~and~~$780 ~~marketing~~primarily ~~activities,~~as ~~including~~a ~~increases~~result of ~~(1)~~a ~~$582~~decrease in fixed and variable ~~sales~~salaries ~~costs~~of asour ~~the~~marketing ~~Company~~personnel ~~continues~~of to$450 ~~invest~~and decreased participation in ~~new~~tradeshows ~~business~~of ~~development~~$105. toThe ~~strengthen~~decrease ~~its~~in ~~pipeline,~~legacy ~~and~~CRI ~~(2)~~results was offset by $~~171~~582 inof ~~variable~~CDM ~~third~~expenses ~~party~~for ~~media~~the post-~~related~~acquisition ~~commissions~~period.

General and Administrative Expenses

General and administrative expenses increased $16,~~468~~007, or 935.2%, to $23,065 for the year ~~ending~~ ended December 31, ~~2024~~2025 as compared to $17,058 for the ~~same~~year ~~period~~ended inDecember ~~2023~~31, 2024. The ~~change is~~ ~~driven~~increase bywas anprimarily ~~increase~~attributable ofto $(1) approximately $2,~~999~~182 in ~~personnel~~stock-based ~~costs~~compensation expense recognized in the current year in connection with equity awards granted in 2025, ~~including~~compared ~~both~~to $13 in the ~~Company’s~~prior ~~portion~~year, ofas ~~employee~~all ~~benefits~~previously outstanding time-vested and ~~other~~performance ~~administrative~~awards were fully expensed as of December 31, 2024, (2) incremental general and ~~processing~~administrative costs associated with ~~employment,~~CDM infrom the ~~current~~November ~~year driven~~7, by2025 ~~increased~~acquisition ~~headcount~~date inof approximately ~~development~~$3,992 (3) Deal and ~~administrative~~other ~~functions~~expenses related to ~~support~~ ~~active~~the acquisition of CDM totaling $1,954, and ~~anticipated~~(4) ~~deployments~~decrease ~~for~~in aSG&A ~~growing~~(excluding ~~number~~the effects of ~~customers~~stock compensation and deal costs) of approximately $1,251 related to cost containment efforts related to legacy CRI. ~~Increases~~ These included a $1,367 reduction in fixed and variable salaries, benefits, and payroll taxes for general and administrative ~~expenses were~~personnel, ~~offset~~as bywell aas ~~$550 decrease~~broad-based insavings ~~stock~~achieved ~~compensation~~across ~~expense~~multiple inspending ~~the~~categories. ~~current~~The ~~period~~Company asimplemented ~~all~~a ~~outstanding~~number ~~time~~of ~~vested~~low-cost restructuring measures and ~~performance~~targeted ~~awards~~vendor ~~for~~spend ~~employees~~reductions, ~~and~~none ~~directors~~of which were ~~fully~~individually ~~expensed~~material, asbut which collectively contributed to a more efficient back-office cost structure. These actions were further supported by the retirement of ~~December~~legacy 31software platforms and the transition to a unified ERP system, ~~2023~~which has enabled modest improvements in workflow efficiency and systems integration.

Loss on Impairment of Software Asset

During the year ended December 31, 2025, the Company recognized a $5,712 asset impairment charge related to a proprietary software platform capitalized as an intangible asset under ASC 350-40. The impairment was recorded after management determined that expected future cash flows associated with the platform were not sufficient to recover its carrying amount, primarily due to uncertainty regarding the renewal of an existing software license agreement. The uncertainty arose in September 2025 when the customer communicated that it was unable to renew their license agreement due to budget constraints, representing a triggering event under ASC 350-40. The impairment loss was measured as the excess of the asset’s carrying amount over its estimated fair value, which was determined using an income approach based on discounted cash flows and Level 3 inputs under ASC 820. The impairment did not impact cash flows or liquidity, but it did result in a significant increase in total operating expenses for the year ended December 31, 2025.

Interest Expense

Interest expense, including amortization of debt discount, was $2,479 for the year ended December 31, 2025 compared to $1,775 for the same period in 2024, an increase of $704, or 39.7%. The modest year-over-year increase reflects higher outstanding debt balances following the November 2025 refinancing in connection with the CDM Acquisition, partially offset by lower amortization of debt discount ($27 in 2025 compared to $569 in 2024 as the prior debt discount was fully written off upon extinguishment of the Prior Credit Agreement in May 2024). See Note 711, Debt , to the Consolidated Financial Statements for a discussion of the Company’s debt and related interest expense obligations.

Loss on ~~change~~Change in ~~fair~~Fair ~~value~~Value of ~~contingent~~Contingent ~~consideration~~Consideration

The Company ~~has~~had a contingent consideration arrangement related to ~~the~~its ~~Merger~~acquisition toof ~~potentially~~Reflect, ~~pay~~which ~~additional~~was ~~cash~~recorded ~~amounts~~at infair ~~future~~value ~~periods~~and ~~based~~remeasured onat ~~the~~each ~~lack~~reporting ofperiod ~~achievement~~using ofa ~~certain~~Monte ~~share~~Carlo ~~price~~simulation ~~performance goals of our common stock~~model. ~~See Note~~During 2the ~~Section~~year ~~13 Summary~~ended ofDecember ~~Significant~~31, ~~Accounting~~2024, ~~Policies - Contingent Consideration to~~ the ~~Consolidated~~Company ~~Financial~~recognized ~~Statements for~~ a ~~discussion~~$1,608 ofloss on the ~~Company's~~change ~~obligations~~in ~~related~~fair tovalue ~~the~~of this contingent consideration ~~arrangement~~. The contingent consideration ~~arrangement is~~was ~~recorded~~settled ~~at fair value and is classified as a liability on the acquisition date and is remeasured at each reporting period in accordance~~ with ~~ASC 805-30-35-1 using~~ a ~~Monte~~gain ~~Carlo simulation model. The change~~ in ~~the period represents the mark-to-market adjustment as of the balance sheet date~~2025.

~~Loss~~Gain on ~~extinguishment~~Settlement of ~~debt~~Contingent Consideration

~~The~~During the year ended December 31, 2025, the Company recognized a gain of $14,~~059~~775 ~~loss~~ on ~~extinguishment~~settlement of ~~debt~~contingent ~~equal~~consideration, torepresenting the ~~remaining~~excess ~~unamortized~~of ~~portion~~the carrying value of ~~debt~~the ~~discount~~contingent ~~associated~~consideration ~~with~~liability over the ~~Acquisition~~fair ~~Term~~value ~~Loan~~of the cash and ~~Consolidation~~equity ~~Term~~consideration ~~Loan~~transferred asin ofsettlement. ~~May~~See ~~23,~~Note ~~2024~~5, ~~the~~Business ~~date~~Combinations, to the ~~Company~~Consolidated ~~entered~~Financial ~~into~~Statements ~~the~~for ~~Credit~~further ~~Agreement~~detail.

Loss on Debt Modification and Extinguishment

During the year ended December 31, 2025, the Company recognized a $24 loss on the modification of its revolving credit facility in connection with the Amended Credit Agreement in November 2025. During the year ended December 31, 2024, the Company recognized a $1,059 loss on extinguishment of debt equal to the remaining unamortized portion of debt discount associated with the prior term loans when the Company entered into the Prior Credit Agreement on May 23, 2024.

Table of Contents

Other Expense (Income), Net

Other expense, net was $516 for the year ended December 31, 2025 compared to other income, net of $102 for the year ended December 31, 2024, a change of $618. Other expenses consist primarily of $293 in legal expenses incurred in connection with the contingent consideration settlement and a patent infringement claim and $283 in severance-related expenses in connection with the termination of certain employees as part of a cost-reduction initiative.

Supplemental Operating Results on a Non-GAAP Basis

The following non-GAAP data, which adjusts for the categories of expenses described below, is a non-GAAP financial measure. Our management believes that this non-GAAP financial measure is useful information for investors, shareholders and other stakeholders of our Company in gauging our results of operations on an ongoing basis. We believe that earnings before interest, depreciation, and amortization (“EBITDA”) is a performance measure and not a liquidity measure, and therefore a reconciliation between net (loss) income, a GAAP financial measure, and EBITDA and Adjusted EBITDA has been provided. EBITDA should not be considered as an alternative to net (loss) income as an indicator of performance or as an alternative to cash flows from operating activities as an indicator of cash flows, in each case as determined in accordance with GAAP, or as a measure of liquidity. In addition, EBITDA does not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows. We do not intend the presentation of these non-GAAP measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP. These non-GAAP measures should be read only in conjunction with our Consolidated Financial Statements prepared in accordance with GAAP that are included elsewhere in this Report.

				Quarters Ended
	Year Ended			December 31,			September 30,			June 30,			March 31,
Quarters ended	2025			2025			2025			2025			2025
GAAP net (loss) income	$	(8,276	)	$	(1,965	)	$	(7,862	)	$	(1,817	)	$	3,368
Interest expense:
Amortization of debt discount		27			27			-			-			-
Amortization of deferred financing costs		110			33			26			25			26
Interest expense, net		2,342			1,055			504			488			295
Depreciation/amortization:											-
Amortization of intangible assets		4,822			1,350			1,171			1,165			1,136
Depreciation of property and equipment		1,669			1,512			54			52			51
Income tax expense (benefit)		1,166			1,175			(82	)		(26	)		99
EBITDA	$	1,860		$	3,187		$	(6,189	)	$	(113	)	$	4,975
Adjustments
Gain on settlement of contingent consideration		(4,775	)		-			-			-			(4,775	)
Stock-based compensation		2,283			724			308			1,249			2
Deal & transaction expenses		1,954			1,188			766			-			-
Loss on impairment of software asset		5,712			-			5,712			-			-
Loss on modification of revolver		24			24			-			-			-
Other expense (income)		516			108			144			(1	)		265
Adjusted EBITDA	$	7,574		$	5,231		$	741		$	1,135		$	467

				Quarters Ended
	Year Ended			December 31,			September 30,			June 30,			March 31,
Quarters ended	2024			2024			2024			2024			2024
GAAP net (loss) income	$	(3,508	)	$	(2,838	)	$	54		$	(615	)	$	(109	)
Interest expense:
Amortization of debt discount		569			-			-			209			360
Other interest, net		1,206			296			303			304			303
Depreciation/amortization:
Amortization of intangible assets		3,877			1,128			1,081			878			790
Amortization of employee share-based awards		13			4			3			3			3
Depreciation of property and equipment		201			49			51			52			49
Income tax expense (benefit)		106			(120	)		192			25			9
EBITDA	$	2,464		$	(1,481	)	$	1,684		$	856		$	1,405
Adjustments
Loss (gain) on fair value of contingent consideration		1,608			2,022			598			(408	)		(604	)
Stock-based compensation – Director grants		1,059			-			-			1,059			-
Other (income) expense		(102	)		(74	)		(11	)		18			(35	)
Adjusted EBITDA	$	5,029		$	467		$	2,271		$	1,525		$	766

Table of Contents

				Quarters Ended
	Year Ended			December 31,			September 30,			June 30,			March 31,
Quarters ended	2024			2024			2024			2024			2024
GAAP net (loss) income	$	(3,508	)	$	(2,838	)	$	54		$	(615	)	$	(109	)
Interest expense:
Amortization of debt discount		569			-			-			209			360
Other interest, net		1,206			296			303			304			303
Depreciation/amortization:
Amortization of intangible assets		3,877			1,128			1,081			878			790
Amortization of employee share-based awards		13			4			3			3			3
Depreciation of property and equipment		201			49			51			52			49
Income tax expense (benefit)		106			(120	)		192			25			9
EBITDA	$	2,464		$	(1,481	)	$	1,684		$	856		$	1,405
Adjustments
Loss (Gain) on fair value of contingent consideration		1,608			2,022			598			(408	)		(604	)
Loss on debt extinguishment		1,059			-			-			1,059			-
Other expense (income)		(102	)		(74	)		(11	)		18			(35	)
Adjusted EBITDA	$	5,029		$	467		$	2,271		$	1,525		$	766

				Quarters Ended
	Year Ended			December 31,			September 30,			June 30,			March 31,
Quarters ended	2023			2023			2023			2023			2023
GAAP net (loss) income	$	(2,937	)	$	1,419		$	(1,931	)	$	(1,425	)	$	(1,000	)
Interest expense:
Amortization of debt discount		1,443			366			363			358			356
Other interest, net		1,549			302			371			429			447
Depreciation/amortization:
Amortization of intangible assets		3,055			781			766			754			754
Amortization of employee share-based awards		383			4			3			151			225
Depreciation of property and equipment		166			48			50			43			25
Income tax expense (benefit)		83			10			(15	)		45			43
EBITDA	$	3,742		$	2,930		$	(393	)	$	355		$	850
Adjustments
Loss (Gain) on fair value of contingent consideration		1,419			(42	)		1,369			16			76
Stock-based compensation – Director grants		150			21			43			43			43
Other expense (income)		(211	)		(79	)		3			(123	)		(12	)
Adjusted EBITDA	$	5,100		$	2,830		$	1,022		$	291		$	957

Table of Contents

Liquidity and Capital Resources

See Note 1, Nature of Organization and Operations, to the accompanying Consolidated Financial Statements for a detailed discussion of liquidity and financial resources.

Operating Activities

~~The~~Net cash ~~flows~~used ~~provided~~in by operating activities ~~were~~was $37,~~381~~750 ~~and $5,167~~ for the ~~years~~year ended December 31, ~~2024~~2025 ~~and~~compared ~~2023,~~to ~~respectively.~~net ~~The~~cash ~~Company~~provided ~~generated~~by aoperating ~~net~~activities ~~loss~~ of $3,~~508,~~381 ~~which~~for ~~included~~the ~~depreciation~~year ~~and~~ended ~~amortization~~December ~~expense~~31, ~~(inclusive~~2024. ofCash ~~amortization~~used ofin ~~debt~~2025 ~~discount)~~was ofprimarily ~~$4,647,~~attributable to a net loss ~~on the extinguishment~~ of ~~debt of~~ $18,~~059~~276, ~~and a~~ ~~loss~~adjusted onfor ~~the~~net ~~change~~non-cash incharges ~~fair value~~ of ~~contingent consideration of~~ $112,~~608. The~~021, ~~Company~~offset ~~had~~ by a $~~531~~11,495 net decrease in cash ~~provided~~from ~~by operating activities due to~~ changes in operating assets and liabilities,. Cash provided in 2024 was primarily ~~due~~attributable to ~~decreases~~a innet ~~accounts~~loss ~~payable~~of $3,508, ~~and~~adjusted ~~customer~~for ~~deposits~~net non-cash charges of $7, ~~partially~~675, offset by a $786 net decrease in ~~accounts~~cash ~~receivable~~from changes in operating assets and liabilities.

Investing Activities

Net cash used in investing activities ~~during~~was $40,477 for the year ended December 31, ~~2024~~2025 ~~was~~compared to $2,801 asfor ~~compared~~the year ended December 31, 2024. The increase was primarily attributable to $437,~~027~~983 in net cash paid for the ~~same~~CDM ~~period~~Acquisition inon ~~2023~~November 7, 2025 (net of cash acquired). WeCapitalization ~~currently~~of dointernally ~~not~~developed ~~have~~software ~~any~~costs ~~commitments~~was $2,188 for ~~capital~~the ~~expenditures~~year asended of December 31, ~~2024.~~2025 ~~The~~compared ~~reduction~~to in$2,790 ~~capital~~for ~~expenditures~~the inyear ended December 31, 2024, ~~compared~~with tothe ~~prior~~decrease ~~period~~reflecting ~~was~~the ~~anticipated~~completion asof the Company's ~~has~~automotive ~~been~~digital ~~reducing~~signage ~~third-party~~platform ~~development~~during ~~resources~~the ~~utilized~~second ~~for~~quarter ~~the~~of ~~modernization~~2024. Purchases of property and ~~internationalization~~equipment ofwere ~~our~~$306 ~~automotive~~for ~~platform~~the year ended December 31, ~~which~~2025 ~~launched~~compared to ~~user~~$11 ~~acceptance~~for ~~testing~~the ~~during~~year ~~the~~ended ~~second~~December ~~quarter~~31, 2024. The Company did not have any material commitments for capital expenditures as of ~~2024~~December 31, 2025.

Financing Activities

Net cash ~~used~~provided inby financing activities ~~during~~was $48,739 for the year ended December 31, ~~2024~~2025 ~~was~~compared to net cash used of $2,453 ~~compared~~for tothe ~~net~~year ~~cash~~ended December 31, 2024. Cash provided in 2025 was primarily driven by ~~financing~~capital ~~activities~~raised in connection with the CDM Acquisition, of which $~~137~~30,000 ~~for~~represented gross proceeds from the ~~same~~sale ~~period~~of Series A Redeemable Convertible Preferred Stock (net of $2,544 in ~~2023~~issuance costs) and $36,000 represented proceeds from the Term Loan under the Amended Credit Agreement. ~~Net~~These ~~cash~~inflows ~~used~~were inpartially ~~financing~~offset ~~activities~~by ~~during~~net repayments under the ~~year~~revolving ~~ended~~credit ~~December~~facility 31of $8,105, ~~2024~~a $3,000 ~~is primarily~~cash payment in connection with the ~~result~~settlement of the ~~repayment~~contingent consideration liability, $2,272 in repayments of ~~related~~finance ~~party~~lease obligations, $850 in deferred financing costs, and $490 in scheduled term ~~debt~~loan ~~totaling~~repayments. Cash used in 2024 was primarily attributable to $15,147 in repayments of term debt, partially offset by ~~net proceeds of~~ $13,044 ~~from~~in net borrowings ~~and payments~~ under the ~~Company's~~ revolving credit facility. See Note 11, Debt, to the Consolidated Financial Statements for further discussion.

Off-Balance Sheet Arrangements

During the year ended December 31, ~~2024~~2025, we did not engage in any off-balance sheet arrangements set forth in Item 303(a) (4) of Regulation S-K.

~~Critical~~Contractual ~~Accounting~~Obligations ~~Policies~~ and ~~Estimates~~Commitments

~~Our~~As ~~management~~of isDecember ~~responsible~~31, ~~for~~2025, ~~our~~we ~~financial~~had ~~statements~~operating and ~~has~~finance ~~evaluated~~lease ~~the~~obligations ~~accounting~~of ~~policies~~approximately to$23,912 bepayable ~~used~~over inthe ~~their~~next ~~preparation.~~five ~~Our management believes these policies are reasonable and appropriate~~years. ~~The~~These ~~Company’s~~obligations ~~significant~~relate ~~accounting~~primarily ~~policies~~to ~~are~~corporate ~~described~~office inspace, ~~Note~~warehousing 2and ~~Summary~~light-assembly offacilities ~~Significant~~used ~~Accounting~~to ~~Policies of~~stage ~~the~~and ~~Company’s~~deploy ~~Consolidated~~digital ~~Financial~~signage ~~Statements included within Part II~~hardware, ~~ITEM~~and 8leased ofequipment ~~this~~supporting ~~Report~~our operations. ~~The~~Our ~~following~~contractual ~~discussion~~lease ~~identifies~~commitments ~~those~~increased ~~accounting~~materially ~~policies~~during ~~that~~2025 weas ~~believe~~a ~~are~~result ~~critical~~of in the ~~preparation~~CDM ofAcquisition ~~our~~on ~~financial~~November ~~statements~~7, ~~the~~2025, ~~judgments~~which ~~and~~added ~~uncertainties~~leases ~~affecting~~for the ~~application~~Waterloo, ofOntario ~~those~~corporate ~~policies~~office ~~and~~(operating ~~the~~lease) ~~possibility~~and ~~that~~two ~~materially~~finance ~~different~~leases ~~amounts~~covering ~~will~~facilities beand ~~reported~~equipment ~~under~~with ~~different~~Cadillac ~~conditions~~Fairview orand ~~using different assumptions~~Cominar.

~~The~~Critical ~~preparation~~Accounting of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our actual results could differ from those estimates.Estimates

30 The preparation of financial statements and related disclosures are in conformity with U.S. GAAP. These accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expense during the periods presented. We believe that the estimates and judgments upon which we rely are reasonable based upon information available to us at the time that we make these estimates and judgments. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described below.

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~~Revenue~~We ~~Recognition~~consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.

WeManagement ~~recognized~~has ~~revenue~~identified incertain ~~accordance~~critical ~~with~~accounting ~~Financial~~estimates ~~Accounting~~which ~~Standards~~are ~~Board~~outlined ~~(“FASB”)~~below. ~~Accounting~~In ~~Standards~~addition, ~~Codification~~there ~~(“ASC”)~~are ~~606, Revenue~~other ~~from~~items ~~Contracts~~within ~~with~~our ~~Customers~~financial ~~(“ASC~~statements ~~606”).~~that ~~Under~~require ~~ASC~~estimation ~~606~~but are not deemed critical, weas ~~account~~defined ~~for~~above. ~~revenue~~Changes ~~using~~in ~~the~~estimates ~~following~~used ~~steps:~~in these and other items could have a material impact on our financial statements.

●Business ~~Identify the contract, or contracts, with a customer;~~Combinations

●On ~~Identify~~November 7, 2025, the ~~performance~~Company ~~obligations~~completed the CDM Acquisition and accounted for the transaction as a business combination under ASC 805, Business Combinations. The accounting for a business combination requires the Company to make significant estimates and assumptions to determine the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates are based on information available at the acquisition date and are inherently uncertain. The Company engaged a third-party valuation specialist to assist in the ~~contract;~~determination of fair values.

●The ~~Determine~~key assumptions underlying the ~~transaction~~preliminary purchase price; allocation include discount rates, projected revenue growth rates, customer attrition rates, royalty rates, and the remaining useful lives of identified intangible assets. The valuation of customer relationships utilized the multi-period excess earnings method, developed technology utilized the relief-from-royalty method, and non-compete agreements utilized the with-and-without method. Changes in the assumptions used to determine fair value could result in materially different asset and liability values, which would affect the amount of goodwill recognized and the amortization of intangible assets in future periods.

●The ~~Allocate~~purchase price allocation for the ~~transaction~~CDM ~~price~~Acquisition remains preliminary as of December 31, 2025 and is subject to adjustment during the measurement period, which extends through November 7, 2026. Preliminary fair values may be revised as additional information becomes available, including but not limited to the finalization of the valuation of identified ~~performance~~intangible ~~obligations;~~assets, the assessment of deferred tax assets and liabilities, and the resolution of post-closing working capital adjustments. See Note 5, Business Combinations, for additional information.

● Recognize revenue when, or as, we satisfy our performance obligations.

See Note 2 Summary of Significant Accounting Policies and Note 4 Revenue Recognition in our Consolidated Financial Statements, included in Part II, ITEM 8 of this Report, for a complete discussion of our revenue recognition policies.

Goodwill

Goodwill is evaluated for impairment annually as of September 30 and whenever events or circumstances make it more likely than not that impairment may have occurred. We have no other indefinite-lived intangible assets. We have one reporting unit, and therefore the entire goodwill is allocated to that reporting unit.

Using the quantitative approach, fair value of the reporting unit is estimated using both (1) a market approach, leveraging recent industry merger and acquisition activity as well as comparable public company information, and (2) a discounted cash flow analyses consisting of various assumptions, including expectations of future cash flows based on projections or forecasts derived from analysis of business prospects and economic or market trends that may occur. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. If the carrying amount exceeds the fair value, further analysis is performed to measure the impairment loss.

Using the qualitative approach, the Company reviews macroeconomic conditions, industry and market conditions and entity specific factors, including strategies and financial performance for potential indicators of impairment.

Our market capitalization could fluctuate from time to time. Such fluctuation may be an indicator of possible impairment of goodwill if our market capitalization falls below its book value. If this situation occurs, we perform the required detailed analysis to determine if there is impairment.

No impairment was recorded as a result of our annual assessment completed as of September 30, ~~2024~~2025.

The valuation of goodwill is subject to a high degree of judgment, uncertainty and complexity. We believe the future estimates and assumptions used to test for impairment losses on goodwill are reasonable. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to an impairment charge that could be material.

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Income Taxes

Accounting for income taxes requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities. These deferred taxes are measured by applying the provisions of tax laws in effect at the balance sheet date, including the impact of the Tax Cuts and Jobs Act enacted on December 22, 2017 (the “Tax Act”).

We recognize in income the effect of a change in tax rates on deferred tax assets and liabilities in the period that includes the enactment date.

As of December 31, 2024, a full valuation allowance is recorded against our deferred tax. The valuation allowance is based, in part, on our estimate of future taxable income, the expected utilization of federal and state tax loss carryforwards, and credits and the expiration dates of such tax loss carryforwards. Significant assumptions are used in developing the analysis of future taxable income for purposes of determining the valuation allowance for deferred tax assets which, in our opinion, are reasonable under the circumstances.

Impact of Recently Issued Accounting Pronouncements

Refer to Note 2, Summary of Significant Accounting Policies, in our Consolidated Financial Statements included in Part II, ITEM 8 of this Report, for a full description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on results of operations and financial condition, which is incorporated herein by reference.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Consolidated Financial Statements on Page F-1.

~~ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~ 28

None

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ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of December 31, ~~2024~~2025, and designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information 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.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025 based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, management believes that we maintained effective internal control over financial reporting as of December 31, ~~2024~~2025.

Exclusion of Acquired Business

As permitted by the guidance issued by the Securities and Exchange Commission, management has excluded from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2025, the internal control over financial reporting of CDM, which was acquired on November 7, 2025. CDM represented approximately 60% of total assets and 22% of total revenues included in the Company’s consolidated financial statements as of and for the year ended December 31, 2025. We are in the process of integrating CDM into our overall internal controls over financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, ~~2024~~2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than the ongoing integration of CDM.

ITEM 9B OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the quarter ended December 31, ~~2024~~2025, none of the officers (as defined in Exchange Act Rule 16a-1(f)) or directors of the Company adopted or terminated a “Rule 10b5-1 trading arrangement,” (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

Earnings Release

On March 14, 2025, the Company issued a press release announcing its financial condition and results of operations for the three months and year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference into this Item 9B in lieu of separately furnishing such press release under Item 2.02 of Form 8-K. This disclosure, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our Board of Directors consists of Richard Mills (Chairman and CEO), David Bell, Thomas B. Ellis, Donald A. Harris, Daniel McGrath, and Stephen Nesbit.

The following table sets forth the name, age and position of each of our current directors and executive officers.

Name	Age	Positions
David Bell	81	Director
Michael Bosco	52	Director
Thomas B. Ellis	56	Director
Donald A. Harris	72	Director
Richard Mills	69	Chief Executive Officer and Director
Daniel McGrath	63	Director
Richard Mills	70	Chief Executive Officer and Director (Chairman)
Stephen Nesbit	74	Director
David Ryan Mudd	37	Interim Chief Financial Officer
Tamra Koshewa	58	Chief Financial Officer

The biographies of the above-identified individuals are set forth below:

David Bell joined our Board of Directors in August 2014 in connection with our acquisition of Creative Realities, LLC. Mr. Bell brings over 40 years of advertising and marketing industry experience to the Board, including serving as CEO of three of the largest companies in the industry —- Bozell Worldwide, True North Communications and The Interpublic Group of Companies, Inc. Mr. Bell has previously led Slipstream Communications, LLC which is an international company providing strategic branding, digital marketing, and public relations services and served as a Senior Advisor to Google Inc. from 2006 to 2009. Mr. Bell previously served as an Operating Advisor at Pegasus Capital Advisors. He was a Senior Advisor to AOL from 2008 to 2016 and has also served on the boards of multiple publicly traded companies, including Lighting Science Group Corporation and Point Blank Solutions, Inc., and Primedia, Inc., and served as President and CEO of The Interpublic Group of Companies Inc. from 2003 to 2005. Mr. Bell served as an independent director on the Board of Directors of Time, Inc. from June 2014 to January 2018.

Michael P. Bosco was appointed to our Board of Directors on December 30, 2025. Mr. Bosco serves as a Partner at North Run Capital, LP, a public security investment firm, a position he has held since 2005. Previously, Mr. Bosco served as Vice President of Resurgence Asset Management from 2002 until 2004, Senior Associate at Hampshire Equity Partners from 1997 until 2000, and as Corporate Finance Analyst at Alex. Brown & Sons, Inc. from 1995 until 1997. Mr. Bosco received a B.S. degree from Boston College and an M.B.A. from The Wharton School, University of Pennsylvania.

Thomas B. Ellis was appointed to our Board of Directors on November 6, 2025. Mr. Ellis has served as a Co-Managing Member at North Run Capital, LP, a public security investment firm, since December 2002. Prior to co-founding North Run in 2002, Mr. Ellis, was a Principal at Berkshire Partners, LLC, a private equity firm, an Analyst at MHR Fund Management, a hedge fund and distressed debt fund, and an Associate in the Investment Banking Division of Goldman, Sachs & Co. Mr. Ellis received an A.B. degree from Princeton University and a J.D. degree from Harvard Law School. Mr. Ellis has served on the board of directors of LENSAR, Inc. (Nasdaq: LNSR) since May 2023, on the board of directors of Guerilla RF, Inc. (OTCQX:GUER) since August 2024, and on the board of directors of LightPath Technologies, Inc. (Nasdaq: LPTH) since February 2025.

Donald A. Harris was appointed to our Board of Directors in August 2014 in connection with our acquisition of Broadcast International, Inc. He has been President of 1162 Management, and the General Partner of 5 Star Partnership, a private equity firm, since June 2006. Mr. Harris has been President and Chief Executive Officer of UbiquiTel Inc., a telecommunications company organized by Mr. Harris and other investors, since its inception in September 1999 and also its Chairman since May 2000. Mr. Harris served as the President of Comcast Cellular Communications Inc. from March 1992 to March 1997. Mr. Harris received a Bachelor of Science degree from the United States Military Academy and an MBA from Columbia University. Mr. Harris’s experience in the telecommunications industry and his association with private equity funding is valuable to the Company.

~~Richard~~Daniel ~~Mills is~~McGrath was ~~currently~~appointed to our ~~Chief~~Board ~~Executive~~of ~~Officer~~Directors on November 6, a2025. ~~member~~Mr. ofMcGrath ~~our~~joined ~~Board~~Cineplex ofOdeon ~~Directors~~Corporation in 1987 and ~~Chairman~~held ofvarious ~~the~~financial ~~Board.~~and ~~Mr.~~operational ~~Mills~~roles ~~has~~from ~~served~~1987 asto ~~our~~2000. ~~Chief~~Upon ~~Executive~~joining ~~Officer~~Galaxy ~~and~~in a2000, ~~member~~he ofheld ~~our~~the ~~Board~~position of ~~Directors~~Executive ~~since~~Vice ~~2015,~~President and ~~has~~held ~~served~~that asposition ~~Chairman~~with of the ~~Board~~corporation ~~since~~until ~~November~~2011 ~~2023.~~when ~~Mr.~~he ~~Mills~~was ~~possesses~~named ~~over~~Chief 32Operating ~~years~~Officer. ofIn ~~industry~~his ~~experience.~~current Herole ~~was~~as ~~previously~~ Chief ~~Executive~~Operating Officer of ~~ConeXus~~Cineplex ~~World Global~~Inc., aMr. ~~leading~~McGrath ~~digital~~oversees ~~media~~theatre ~~services~~operations ~~company~~and food service, ~~which~~location-based heentertainment ~~founded~~(The inRec ~~2010~~Room, Playdium, Junxion), design and ~~which~~construction, ~~was~~real ~~acquired~~estate, bystrategic ~~the~~planning, ~~Company.~~as ~~Prior~~well toas ~~founding~~the ~~ConeXus~~company’s media businesses, ~~Mr.~~which ~~Mills~~included ~~was~~Cineplex ~~President~~Digital ~~and~~Media ~~Director~~prior atto ~~Beacon~~the ~~Enterprise~~Company’s ~~Solutions~~acquisition ~~Group,~~of ~~Inc~~such business in 2025., aHe ~~public~~is ~~telecom~~a ~~and~~member ~~technology~~of ~~infrastructure~~the ~~services~~Board ~~provider.~~of ~~Previous~~Directors toof ~~that~~Scene+, hethe ~~joined~~Movie ~~publicly~~Theatre ~~traded~~Association ~~Pomeroy~~of ~~Computer~~Canada ~~Resources,~~(where ~~Inc.~~he inis ~~1993~~also ~~and~~Treasurer), ~~served~~Canada’s asWalk ~~Chief~~of ~~Operating~~Fame, ~~Officer~~ and he is a member of the ~~Board~~Finance ofCommittee ~~Directors~~for ~~from~~Covenant ~~1995 until 1999~~House. Mr. ~~Mills~~McGrath ~~helped~~graduated ~~grow~~from ~~sales~~Brock atUniversity ~~Pomeroy~~with ~~during~~a ~~his~~BAdmin ~~time~~(Honours) ~~there~~and ~~from~~holds ~~$100~~the ~~million~~accounting todesignations ~~$700~~of ~~million.~~Chartered ~~Mr.~~Professional ~~Mills~~Accountant ~~was~~(CPA) ~~also~~and aChartered ~~founder~~Accountant ~~of Strategic Communications LLC~~(CA).

Stephen Nesbit was appointed to our Board of Directors in 2019. Mr. Nesbit has been in the digital signage and digital advertising industry for over 20 years. He is currently the Managing Director of Prestonwood Trail Holdings LLC and has provided advisory services for companies in the Digital Signage and Digital Media Industry for the past 10 years. He has directed and advised projects in North America, Europe, Asia proper, Southeast Asia, the Middle East, Australia and Africa. Prior to founding Prestonwood Trail, Mr. Nesbit was the President/COO at Reflect Systems, a prominent software and services company in the Digital Signage business. He joined Reflect after serving as President/COO of MarketForward, the Global Digital Media Division owned by the Publicis Groupe S.A. in Paris France. Mr. Nesbit began his career in Digital Signage as the EVP Global Operations & GM International Business for Next Generation Network. NGN was one of the first Digital Place Based Advertising companies in the industry before its sale to Anschutz Investments where the company changed its name to National Cinemedia (NASDAQ: NCMI). He began his career at IBM in the Data Processing Division holding various field and HQ management positions. Mr. Nesbit also held management and executive positions at Wang Labs and BBN Communications Inc., the communications company that was the original architect of the Internet. Mr. Nesbit holds an undergraduate degree from the University of Notre Dame and earned an MBA from the Indiana University Kelly Graduate School of Business. 30

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~~David~~Richard ~~Ryan~~Mills ~~Mudd has~~is ~~served~~currently asour Chief Executive Officer, a member of our Board of Directors and Chairman of the ~~Interim~~Board. Mr. Mills served as interim Chief Financial Officer offrom ~~the~~October ~~Company~~10, ~~since~~2025 ~~February~~to December 1, 2025., ~~Mr.~~and ~~Mudd~~has ~~joined~~served ~~the~~as ~~Company~~our Chief Executive Officer and as ~~Controller~~a inmember ~~November~~of ~~2022.~~our ~~From~~Board ~~January~~of ~~2012~~Directors ~~until~~since 2015, and as Chairman of the Board since November ~~2022,~~2023. Mr. ~~Mudd~~Mills possesses over 32 years of industry experience. He was ~~employed~~previously byChief ~~Ernst~~Executive &Officer ~~Young~~of inConeXus ~~the~~World ~~assurance~~Global, a leading digital media services ~~group~~company, ~~where~~which he ~~primarily~~founded ~~worked~~in ~~with~~2010, ~~large~~and ~~publicly~~which ~~traded~~was ~~clients~~acquired by the Company. Prior to founding ConeXus, Mr. ~~Mudd~~Mills ~~brings~~was ~~over~~President ~~ten~~and ~~years~~Director ofat ~~experience~~Beacon inEnterprise ~~SEC~~Solutions ~~reporting~~Group, ~~technical~~Inc., ~~accounting~~a ~~matters~~public telecom and ~~Sarbanes-Oxley~~technology ~~compliance~~infrastructure ~~expertise~~services asprovider. ~~well~~Previous asto ~~expertise~~that, inhe ~~initial~~joined ~~public~~publicly ~~offerings~~traded Pomeroy Computer Resources, ~~acquisitions~~Inc. in 1993 and ~~integration.~~served Heas ~~has~~Chief Operating Officer and a Bmember of the Board of Directors from 1995 until 1999.S Mr. ~~degree~~Mills ~~and~~helped agrow ~~Masters~~sales inat ~~Accountancy~~Pomeroy during his time there from ~~University~~$100 ofmillion ~~Kentucky~~to ~~and~~$700 ismillion. Mr. Mills was also a ~~Certified~~founder ~~Public~~of ~~Accountant~~Strategic Communications LLC.

Stephen Nesbit was appointed to our Board of Directors in 2019. Mr. Nesbit has been in the digital signage and digital advertising industry for over 20 years. He is currently the Managing Director of Prestonwood Trail Holdings LLC and has provided advisory services for companies in the Digital Signage and Digital Media Industry for the past 10 years. He has directed and advised projects in North America, Europe, Asia proper, Southeast Asia, the Middle East, Australia and Africa. Prior to founding Prestonwood Trail, Mr. Nesbit was the President/COO at Reflect Systems, a prominent software and services company in the Digital Signage business. He joined Reflect after serving as President/COO of MarketForward, the Global Digital Media Division owned by the Publicis Groupe S.A. in Paris France. Mr. Nesbit began his career in Digital Signage as the EVP Global Operations & GM International Business for Next Generation Network. NGN was one of the first Digital Place Based Advertising companies in the industry before its sale to Anschutz Investments where the company changed its name to National Cinemedia (NASDAQ: NCMI). He began his career at IBM in the Data Processing Division holding various field and HQ management positions. Mr. Nesbit also held management and executive positions at Wang Labs and BBN Communications Inc., the communications company that was the original architect of the Internet. Mr. Nesbit holds an undergraduate degree from the University of Notre Dame and earned an MBA from the Indiana University Kelly Graduate School of Business.

Tamra Koshewa has served as the Chief Financial Officer of the Company since December 1, 2025. Ms. Koshewa possesses over 30 years of financial leadership experience with multiple companies across diverse industries including manufacturing, technology, and services. Most recently she was CFO for private equity owned entities including Manna Beverages, LLFlex and HMI. Previously she held senior finance positions at Equipment Depot, AAF International, Time Warner Cable, American Commercial Lines and General Electric, where, over the course of a decade, she graduated from GE’s Experienced Financial Leadership Program and was certified as a Six Sigma Master Black Belt. Early in her career she was a certified public accountant (inactive) with KPMG. Ms. Koshewa has a bachelor's degree in accounting from Bellarmine University and an MBA from Vanderbilt’s Owen Graduate School of Management. In addition, Ms. Koshewa has been a member of the board of directors of Maryhurst, a Kentucky-based nonprofit health care organization for children, since 2012.

Under our corporate bylaws, all of our directors serve for annual terms expiring upon the next annual meeting of our shareholders.

When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board of Directors focuses primarily on the industry and transactional experience, in addition to any unique skills or attributes associated with a director. With regard to Mr. Bell, the Board considered his deep experience within the advertising and marketing industries and his prior management of large enterprises. With regard to Mr. Bosco, the Board of Directors considered his substantial accounting, banking and corporate finance experience. With regard to Mr. Mills, the Board of Directors considered his extensive background and experience in the industry. With regard to Mr. Harris, the Board of Directors considered his extensive experience in the telecommunications industry and association with private equity investors. ~~Finally,~~With ~~with~~ regard to Mr. Nesbit, the Board of Directors considered his extensive experience in the digital signage industry, having run several companies in the industry and acted as a consultant broadly for digital signage companies over the past twenty years. With regard to Mr. Ellis, the Board of Directors considered his background in finance and his extensive experience investing in and working with companies. With regard to Mr. McGrath, the Board of Directors considered his significant experience in management of digital media operations, including the business of Cineplex Digital Media that was recently acquired by the Company.

The Board of Directors has determined that there are presently ~~three~~ five “independent” directors, as such term is defined in Section 5605(a)(2) of the Nasdaq listing rules, each of whom also meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934. The directors whom the board has determined to be independent are Messrs. Bell, ~~Harris~~Bosco, Ellis, Harris and Nesbit.

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Pursuant to the Securities Purchase Agreement dated October 15, 2025 among the Company, North Run Strategic Opportunities Fund I, LP (the “Lead Investor”) and NR-SOF I (Co-Invest I), LP (the “Securities Purchase Agreement”), we agreed to increase the size of the Board of Directors from four to seven directors, and to appoint two designees of the Lead Investor to the Board of Directors. In accordance with this covenant, Thomas B. Ellis and Michael P. Bosco were appointed to the Board, effective as of November 6, 2025 and December 30, 2025, respectively. We also agreed to provide the Lead Investor with continuing director designation rights based on the Lead Investor’s and its affiliates’ beneficial ownership of Common Stock on an as-converted basis. The director designation right will be limited to one Board designee at such time as the Lead Investor and its affiliates cease to beneficially own at least 15% of the Company’s outstanding shares of Common Stock on an as-converted basis, and the designation right will cease to exist if such beneficial ownership threshold falls below 5%. Pursuant to the Securities Purchase Agreement, if any of the Lead Investor’s board designees is not re-elected to the Board at any meeting of the Company’s shareholders at which directors are elected, our Board is obligated to promptly increase the size of the Board by one member, if necessary, and appoint the applicable board designee to fill the resulting vacancy.

Board Leadership Structure and Role in Risk Oversight

Richard Mills serves as the Chairman of the Board of Directors and the Company’s Chief Executive Officer. The role of the Chief Executive Officer is to manage business operations and development. The role of the Chair of the Board is to oversee, among other things, communications and relations between our Board of Directors and senior management, consideration by our Board of Directors of the Company’s strategies and policies, and the evaluation of our principal executive officers by our Board of Directors. We believe that by having the Chairman and CEO held by the same person, information flows more easily between the management team and the Board of Directors. The Board of Directors believes that the Board of Directors and Company are best served at this stage of the Company’s growth and operations for Mr. Mills, as the Company’s CEO, to also serve as the Chairman. The Board maintains a majority of independence, with five out of seven current directors being independent to provide appropriate oversight of the CEO’s performance and functioning. Mr. Mills is not a member of the Company’s Audit Committee or Compensation Committee. During the fiscal year ended December 31, 2025, the Board held five videoconference meetings. During that year, all directors attended at least 80% of the aggregate of the meetings of the Board and of each of the Board committees on which he served at the time. We encourage, but do not require, the Board to attend annual shareholder meetings. Messrs. Mills and Harris attended the 2025 annual meeting of the shareholders.

Although risk management is a core responsibility of the Company’s management, the Board of Directors recognizes that it plays a critical role in oversight of risk. The Board, in order to more specifically carry out this responsibility, has assigned the audit committee the primary duty to periodically review the Company’s policies and practices with respect to risk assessment and risk management, including discussing with management the Company’s major risk exposures and the steps that have been taken to monitor and control those exposures. Those risks include Company risks, such as cyber security incidents, and industry and general economic risks, such as risks related to the impact of trade policies on our supply chain, all as further identified in our annual report. The compensation committee has been assigned the duty to assess the impact of the Company’s compensation programs on risk and recommend to the Board of Directors the adoption of any policies deemed necessary or advisable in order to mitigate compensation- and human capital management-related risks.

Board Committee Membership

Our Board of Directors has created a standing Compensation Committee and Audit Committee, which are described below. The Company’s committees have a separately adopted ~~charters~~charter that ~~are~~is available on the Company’s website at https://investors.cri.com. MrMessrs. Bell, ~~Mr.~~Bosco, Ellis, Harris, and ~~Mr.~~ Nesbit qualify as “independent” members of the board as described above.

The Board of Directors has not created a separate committee for nomination or corporate governance. Instead, the entire Board of Directors shares the responsibility of identifying potential director-nominees to serve on the Board of Directors. Nevertheless, nominees to serve as directors on our Board of Directors are selected by those directors on our board who are independent.

Compensation Committee Information. Our Compensation Committee consists of Stephen Nesbit, Donald Harris, and David Bell. Mr. Nesbit serves as chair of the committee. Each ofmember ~~the members~~ of the Compensation Committee is independent under the applicable Nasdaq listing standards. The Compensation Committee ~~did~~met ~~not~~twice ~~meet~~and took action by written consent three times during the fiscal year ended December 31, ~~2024~~2025. The Compensation Committee has a written charter. The Compensation Committee’s duties, which are specified in the Compensation Committee charter, include, but are not limited to:

• reviewing and approving on an annual basis the corporate goals and objectives relevant to the Company’s Chief Executive Officer’s compensation, evaluating the Company’s Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of the Company’s Chief Executive Officer based on such evaluation; • reviewing and approving the compensation of all of our other executive officers; • reviewing our executive compensation policies and plans; • implementing and administering our incentive compensation equity-based remuneration plans; • assisting management in complying with our proxy statement and annual report disclosure requirements, and reviewing specific disclosures in the proxy statement and reports; • if required, producing a report on executive compensation to be included in our annual proxy statement; • reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors; and • reviewing and reassessing, on an annual basis, the adequacy of the charter and recommending to the Board any proposed changes to the charter.

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~~Audit~~• ~~Committee Information. Our Audit Committee consists of David Bell~~reviewing, ~~Stephen Nesbit~~evaluating, and ~~Donald~~recommending ~~Harris.~~changes, ~~Mr.~~if ~~Bell~~appropriate, ~~serves~~to ~~as chair of~~ the ~~committee.~~remuneration ~~The~~for ~~Board~~directors; ofand ~~Directors~~• ~~has~~reviewing ~~determined~~and ~~that at least one member of the Audit Committee~~reassessing, ~~Mr.~~on ~~Bell, is~~ an ~~“audit~~annual ~~committee~~basis, ~~financial expert” as that term is defined in Regulation S-K promulgated under~~ the ~~Securities~~adequacy ~~Exchange Act~~ of ~~1934. Mr. Bell’s relevant experience in this regard is detailed above in his biography. The Board of Directors has determined that each director serving on~~ the ~~Audit~~charter ~~Committee~~and isrecommending ~~able~~ to ~~read and understand fundamental financial statements. The audit committee met four times during~~ the ~~fiscal~~Board ~~year~~any ~~ended~~proposed ~~December~~changes ~~31, 2024. Pursuant~~ to ~~our audit committee charter, responsibilities of~~ the ~~Audit Committee include:~~charter.

Audit Committee Information. Our Audit Committee consists of David Bell, Stephen Nesbit, and Donald Harris. Mr. Bell serves as chair of the committee. The Board of Directors has determined that at least one member of the Audit Committee, Mr. Bell, is an “audit committee financial expert” as that term is defined in Regulation S-K promulgated under the Securities Exchange Act of 1934. Mr. Bell’s relevant experience in this regard is detailed above in his biography. The Board of Directors has determined that each director serving on the Audit Committee is able to read and understand fundamental financial statements. The audit committee met four times during the fiscal year ended December 31, 2025. Pursuant to our audit committee charter, responsibilities of the Audit Committee include:

	•	reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our required disclosures;
	•	reviewing and discussing interim financial statements prior to the filing of quarterly reports and earnings releases;
	•	approving the committee report, as required by the SEC rules, to be included in the Company’s annual proxy statement or annual report;
	•	discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
	•	discussing with management major risk assessment and risk management policies;
	•	monitoring the independence of our independent auditor;
	•	verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
	•	inquiring and discussing with management our compliance with applicable laws and regulations;
	•	pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;
	•	appointing or replacing the independent auditor;
	•	determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
	•	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and
	•	reviewing and reassessing on an annual basis the adequacy of the charter and recommending to the Board any proposed changes to the charter.

Report of the Audit Committee

The Audit Committee reviewed and discussed the financial statements for the fiscal year ended December 31, 2025, with management. The Audit Committee also discussed with the Company’s independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has received the written disclosures and the letter from the Company’s independent accountant required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the Company’s independent accountant its independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements of the Company included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 be included in such report.

This report has been furnished by the Audit Committee of the Board of Directors.

The Audit Committee:

David Bell (Chair)

Donald Harris

Stephen Nesbit

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Communications with Board Members

Our Board of Directors has provided the following process for shareholders and interested parties to send communications to our Board and/or individual directors. All communications should be addressed to Creative Realities, Inc., 13100 Magisterial Drive, Ste. ~~100~~201, Louisville, KY 40223, Attention: Corporate Secretary. Communications to individual directors may also be made to such director at our Company’s address. All communications sent to any individual director will be received directly by such individuals and will not be screened or reviewed by any Company personnel. Any communications sent to the Board in the care of the Corporate Secretary will be reviewed by the Corporate Secretary to ensure that such communications relate to the business of the Company before being reviewed by the Board.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions) and directors. Our Code of Business Conduct and Ethics is designed to help ensure our business is conducted in accordance with the highest standards of ethical behavior and satisfies the requirements of Item 406(b) of Regulation S-K. Our Code of Business Conduct and Ethics is available, free of charge, on the Company’s website at https://investors.cri.com, or upon written request to our Corporate Secretary at 13100 Magisterial Drive, Ste. ~~100~~201, Louisville, KY 40223.

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Insider Trading Policy

We have adopted an insider trading policy applicable to members of the Board of Directors, executive officers of the Company, and all employees of the Company or household and immediate family members of such individuals and entities that such individuals influence or control (collectively, “Insiders”). The Company may also determine that other persons should be subject to the policy, such as contractors or consultants who have access to material non-public information. The policy prohibits any Insider, ~~as well as any family member of any Insider or any entities over which an Insider has influence or control,~~ from engaging in transactions involving the purchase or sale of the Company’s securities while such person has access to material nonpublic information, as well as from trading in the securities of other companies in breach of a fiduciary duty or other relationship of trust and confidence while in possession of material nonpublic information about such company or its securities.

Hedging and Pledging Policies

Our Insider Trading Policy provides that no Insider may trade in options, warrants, puts, calls or similar hedging instruments designed to hedge or offset any decrease in market value of our securities, may not sell our securities “short,” and may not hold our securities in margin accounts or pledge our securities except in cases where the individual seeks to pledge our securities as collateral for a loan (not including margin debt) if they can clearly demonstrate the financial capacity to repay the loan without resort to the pledged securities. These prohibitions apply to avoid any appearance that an Insider is trading based on material non-public information and focus his or her attention on short-term performance at the expense of the Company’s long-term objectives.

ITEM 11 EXECUTIVE COMPENSATION

Executive Compensation

Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for ~~2024~~2025 and ~~2023~~2024 (table and footnotes in whole dollars):

												~~Non-Equity~~		Non-Equity
						Stock			~~Option~~	Option		~~Incentive Plan~~		Incentive Plan		~~All Other~~		All Other
		Salary		Bonus		Awards			~~Awards~~	Awards		~~Compensation~~		Compensation		~~Compensation~~		Compensation		~~Total~~		Total
Name and Principal Position(a)	Years	($)		($)~~(b)~~		($)			~~($)(d)~~	($)		~~($)(e)~~		($)		~~($)~~		($)		~~($)~~		($)
Richard Mills	~~2024~~2025		450,000		—270,000		—1,485,000	(b)		—	502,249	(c)	—		-		—		-		~~450,000~~		2,707,249
Chief Executive Officer and Director	2023		450,000		—		—			—			—				—				450,000
Chief Executive Officer
Will Logan	2024		350,000		50,000		—			—			—				—				400,000
and Director	2024		450,000		-		-				-				-				-				450,000
Chief Financial Officer	2023		350,000		—		—			—			—				—				350,000
Ryan David Mudd	2025		197,336		-		165,000	(d)			168,229	(e)			-				-				530,565
Interim Chief Financial
Officer	2024		207,692		22,500		-				-				-				-				230,192

(a) Mr. Mills joined the Company effective October 15, 2015. Mr. Logan joined the Company effective November 6, 2017 and resigned as Chief Financial Officer on January 31, 2025.

(a)

Mr. Mills joined the Company effective October 15, 2015. Mr. Mudd served as the Interim Chief Financial Officer of the Company from February 1, 2025 until October 10, 2025.

(b)

Represents 450,000 Restricted Stock Units ("RSUs") granted to Mr. Mills pursuant to a Restricted Stock Unit Agreement in accordance with Issuer's 2023 Stock Incentive Plan, as amended (the "Plan"), with RSUs vesting in three equal installments as follows: 150,000 vest on December 31, 2025, 150,000 vest on July 3, 2027 and 150,000 vest on July 3, 2028. Accelerated vesting shall occur upon the earliest of Reporting Person's death or disability, termination of employment without "cause" by Issuer, or a "Sale Transaction" occurring under the Plan.

~~(b) On November 13, 2024, the Company awarded Mr. Logan, a $50,000 bonus for his services rendered in 2023.~~ 34

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~~The~~(c) ~~material~~Represents ~~terms~~206,000 ofoptions ~~employment~~issued ~~agreements~~pursuant ofto ~~Richard~~an ~~Mills,~~Option ~~Chief~~Agreement ~~Executive~~in ~~Officer~~accordance ofwith the ~~Company~~Plan, with options vesting and ~~Will~~exercisable ~~Logan~~in three installments as follows: 68,667 ~~Chief~~options ~~Financial~~vest ~~Officer~~on ofJune ~~the~~2, ~~Company~~2026, 68,667 options vest on June 2, 2027, and ~~payments~~68,666 options vest on June 2, 2028. (d) Represents 50,000 RSUs granted to beMr. ~~made~~Mudd pursuant to a Restricted Stock Unit Agreement in accordance with the Plan, with RSUs vesting in three equal installments as follows: 16,666 vest on July 3, 2026, 16,666 vest on July 3, 2027 and 16,667 vest on July 3, 2028. Accelerated vesting shall occur upon the earliest of Mr. Mudd’s death or disability, or a ~~change~~"Sale Transaction" occurring under the Plan. (e) Represents 69,000 options issued pursuant to an Option Agreement in ~~control~~accordance ~~are~~with ~~discussed~~the ~~below~~Plan, with options vesting and exercisable in three installments as follows: 23,000 options vest on June 2, 2026, 23,000 options vest on June 2, 2027, and 23,000 options vest on June 2, 2028.

The material terms of employment agreements of Richard Mills, Chief Executive Officer of the Company, and David Ryan Mudd, former Interim Chief Financial Officer of the Company, and payments to be made upon a change in control are discussed below.

Our named executive officers are eligible for retirement benefits on the same terms as non-executives under the Company’s defined contribution 401(k) retirement plan. Employees may contribute pretax or after-tax compensation to the plan in accordance with current maximum contribution levels proscribed by the Internal Revenue Service. The Company contributes an employer contribution match of 50% of employee wages up to 6%, for an effective match of 3%.

Richard Mills Employment Agreement

The Company employs Richard Mills as its Chief Executive Officer. Mr. Mills and the Company entered into an employment agreement on November 12, 2021. The employment agreement is effective for a one-year term, which automatically renews for additional one-year periods unless either the Company or Mr. Mills elects not to extend the term. The agreement provided for an initial annual base salary of $330,000 subject to annual increases but generally not subject to decreases. In accordance with the agreement, Mr. Mills’ annual base salary was adjusted automatically on February 17, 2022 ~~upon the closing of the Merger~~ to $450,000, subject to annual increases but not generally subject to decreases. Under the agreement, Mr. Mills is eligible to participate in performance-based cash bonus or equity award plans for Company senior executives. Mr. Mills will participate in Company employee benefit plans, policies, programs, perquisites and arrangements to the extent he meets applicable eligibility requirements. In the event of a termination of employment for good reason, as defined, without cause, as defined, or within 12 months following a change in control, as defined, other than for reason of death, disability or for cause, Mr. Mills will be entitled to receive aggregate severance payments equal to twelve months of his base salary. The agreement provides that any severance payments would be paid in installments over the course of the severance. The agreement contains certain non-solicitation and non-competition provisions that continue after employment for a period of one year. The agreement also contains other customary restrictive and other covenants relating to the confidentiality of information, the ownership of inventions and other matters. On June 15, 2022, the Board approved an amendment to certain aspects of Mr. Mills’ compensation as further described below.

~~Will~~David ~~Logan~~Ryan Mudd Employment Agreement

The Company ~~employed Will~~ ~~Logan~~and ~~as its Chief Financial Officer until his resignation effective January 31, 2025.~~ Mr. ~~Logan~~Mudd ~~and the Company~~ entered into an employment agreement onin ~~November 12, 2021. The employment agreement was effective for a one-year term,~~ which ~~automatically~~the ~~renewed~~Company ~~for~~paid ~~additional one-year periods through~~ Mr. ~~Logan’s~~Mudd ~~resignation. The agreement provided for~~ an ~~initial~~ annual base salary of $~~249~~235,000 ~~subject~~through toJanuary ~~annual~~31, ~~increases~~2026, ~~but~~at ~~generally~~which ~~not~~point ~~subject~~his ~~to decreases. In accordance with the employment agreement, Mr. Logan’s~~ annual base salary ~~was~~would ~~automatically~~have ~~adjusted~~increased ~~upon the closing of the Merger~~ to $~~350~~260,000, ~~subject~~until tohis ~~annual~~resignation ~~increases~~on ~~but~~October ~~not generally subject to decreases~~10, ~~and Mr~~2025. ~~Logan~~If ~~received a $75,000 cash bonus upon the closing of the Merger. Under the agreement,~~ Mr. ~~Logan~~Mudd’s employment was ~~eligible~~terminated ~~to participate in performance-based cash bonus or equity award plans~~ for Company senior executives. Mr. Logan participated in Company employee benefit plans, policies, programs, perquisites, and arrangements to the extent he met applicable eligibility requirements. In the event of a termination of employment for good reason, as defined, without cause, as defined, or within 12 months following a change in control, as defined, other than for ~~reason of death, disability or for~~ cause, Mr. ~~Logan~~Mudd would have been entitled to receive aggregate severance payments equal to the annual base salary that would have been payable until January 31, 2027, or six months, ofwhichever ~~his~~is ~~base salary~~larger. The agreement provided that any severance payments would be paid in installments over the course of the severance. The agreement contains certain non-solicitation and non-competition provisions that continue after employment for a period of one year. The agreement also contains other customary restrictive and other covenants relating to the confidentiality of information, the ownership of inventions and other matters. Mr. OnMudd ~~June~~ceased ~~15,~~serving ~~2022,~~as the ~~Board~~Interim ~~approved~~Chief anFinancial ~~amendment~~Officer ~~to certain aspects~~ of ~~Mr.~~the ~~Logan’s~~Company ~~compensation~~on asOctober ~~described~~10, ~~below~~2025.

38 Tamra Koshewa Employment Agreement

In connection with Ms. Koshewa’s appointment as Chief Financial Officer on December 1, 2025, the Company and Ms. Koshewa entered into an employment agreement. The employment agreement provides that the Company will employ Ms. Koshewa on an “at will” basis, and pay Ms. Koshewa an annual base salary of $350,000, and a minimum bonus for 2025 of no less than $50,000. If Ms. Koshewa’s employment is terminated by the Company without cause, as defined, or within 12 months following a change in control, as defined, for any reason other than for death, disability or cause, Ms. Koshewa will be entitled to receive aggregate severance payments equal to six months of Ms. Koshewa’s annual base salary. The agreement provides that any severance payments would be paid in installments over the course of the severance. The agreement contains certain non-solicitation provisions that continue after employment for a period of one year. The agreement also contains other customary restrictive and other covenants relating to the confidentiality of information, the ownership of inventions and other matters.

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information concerning outstanding stock options and restricted stock awards held by our named executive officers as of December 31, ~~2024~~2025:

Option Awards(a)

Stock Awards

Market

Number

value

Number of

of shares

Securities

or units of

Underlying

Option

stock

Unexercised

Exercise

Option

that has

that have

Options (#)

Price

Expiration

not vested

Name

Exercisable

Non-Exercisable

($)

Date

(#)

($)

Richard Mills

160,000(a)

—-(a)

7.59

6/1/2030

300,000(b)

—

—783,000

160,000(b)

—(b)

7.59

6/1/2030

—

160,000(c)

-(c)

7.59

6/1/2030

—(c)

333,334(c)

3.00

6/15/2032

—

333,334(d)

-(d)

3.00

2/17/2025

Will Logan

6,389(d)

—(d)

26.10

11/6/2027

—

-(e)

206,000(e)

3.05

6/2/2035

5,556(e)

—(e)

22.50

9/20/2028

—

David Ryan Mudd

-(f)

69,000(f)

3.05

1/8/2026(f)

50,000(g)

130,500

80,000(a)

—(a)

7.59

6/1/2030

—

80,000(b)

—(b)

7.59

6/1/2030

—

—(c)

200,000(c)

3.00

6/15/2032

(a) These stock options vested in three equal installments on June 1 annually, beginning in 2021 and ending in 2023.

(a)

These stock options vested in three equal installments on June 1 annually, beginning in 2021 and ending in 2023.

(b)

(bc) These stock options (the “Performance Options”) ~~become~~became vested in increments of 16.67 percent of the total shares purchasable under this issuance subject to satisfying Company revenue target and earnings before interest, taxes, depreciation and amortization (“EBITDA”) target for the applicable year. In each of calendar years 2020, 2021 and 2022, one-third of the total shares may vest (if the revenue and EBITDA targets are met), and the shares that are subject to vesting each year are allocated equally to each of the revenue and EBITDA targets for such year, with each target and vesting being independently achieved without regard for the other. These Performance Options include a catch-up provision, where any options that did not vest during a prior year due to the Company’s failure to meet a prior revenue or EBITDA target may vest in a subsequent vesting year if the revenue or EBITDA target, as applicable, is met in the future year. The revenue and EBITDA targets for the subject years are as follows:

Calendar Year

Revenue Target

(millions)

EBITDA Target

(millions)

2022

3.1

2023

3.5

The executives met the foregoing EBITDA target for calendar year 2021. On June 15, 2022, the Board approved of an amendment to the Performance Options to provide that the revenue target for the calendar year 2022 set forth therein ($38 million) is eliminated, and the remaining shares that are available for vesting under the Performance Options (106,667 unvested shares for Mr. Mills and 53,334 for Mr. Logan) (including the unvested portions of shares based on the satisfaction of the revenue targets for 2020 and 2021 by virtue of the catch-up provisions in the Performance Options) will fully vest upon the achievement of the updated EBITDA target for calendar year 2022 of $3.6 million.

39 On June 15, 2022, the Board approved of an amendment to the Performance Options to provide that the revenue target for the calendar year 2022 set forth therein ($38 million) is eliminated, and the remaining shares that are available for vesting under the Performance Options (106,667 unvested) (including the unvested portions of shares based on the satisfaction of the revenue targets for 2020 and 2021 by virtue of the catch-up provisions in the Performance Options) will fully vest upon the achievement of the updated EBITDA target for calendar year 2022 of $3.6 million.

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The Performance Options state that the calculation of EBITDA set forth in the Performance Options shall be calculated in a form consistent with the Company’s 2022 approved budget, which:

(i)

excludes any impact on EBITDA of:

(a)

the accounting treatment (including any “mark-to-market accounting”) of the Company’s warrants or the “Guaranteed Consideration” (as defined in the Merger Agreement),

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(b)

non-recurring transaction expenses associated with the Merger and the capital raising financing activities of the Company to effectuate the Merger, and

(c)

any write-down or write-off of any Company inventory of Safe Space Solutions products.

(~~iii~~ii) includes deductions related to any cash or stock bonuses paid or payable to any employees of the Company for services provided in calendar year 2022 (even if such bonuses are actually paid after calendar year 2022), including bonuses paid pursuant to the terms of the 2022 Cash Bonus Plan (as described above) (collectively, the “EBITDA Calculations”).

The unvested portion of the Performance Options as of December 31, 2022 vested in full effective as of March 30, 2023 upon confirmation by the Board of Directors of achievement of the performance metrics for the year ended December 31, 2022.

(cd) ~~Messrs~~Mr. Mills ~~and Logan~~ received ten-year options to purchase 333,334 ~~and 200,000~~ shares of common stock, ~~respectively~~ (the “New Options”). The New Options ~~are~~were eligible to vest at any time on or prior to the date on which the “Guaranteed Price” is agreed upon by the Company and RSI Exit Corporation, or finally determined in accordance with the terms of the Merger Agreement, if the trailing 10-trading day VWAP of the Company’s common stock, as reported on the Nasdaq Capital Market, ~~exceeds~~exceeded ~~the~~certain share price targets. ~~below,~~The ~~subject~~New toOptions ~~such~~were ~~executive~~fully ~~serving~~vested ~~the~~in ~~Company~~connection aswith a ~~director,~~settlement ~~officer,~~of ~~employee~~certain orclaims ~~consultant~~related atto ~~such~~the ~~time:~~Guaranteed Price.

	Share Price Targets
																Guaranteed			Total
Executive	~~Share~~$ ~~Price Targets~~6.00			$ 9.00			$ 12.00			$ 15.00			$ 18.00			Price			Shares
	$	6.00		$	9.00		$	12.00		$	15.00		$	18.00
Mills Shares Vested		16,667			33,334			50,000			66,667			83,333			83,333			333,334
Mills’ Shares Vested		16,667			33,334			50,000			66,667			83,333			83,333			333,334
Logan Shares Vested		10,000			20,000			30,000			40,000			50,000			50,000			200,000
Logan’s Shares Vested		10,000			20,000			30,000			40,000			50,000			50,000			200,000
Percentage of Shares Vested		5	%		10	%		15	%		20	%		25	%		25	%

(de) These ~~stock~~ options ~~become~~vest ~~exercisable~~ in ~~increments~~three ofinstallments 25as ~~percent~~follows: of68,667 ~~the~~options ~~total~~vest ~~shares~~on ~~purchasable~~June ~~under~~2, ~~this~~2026, ~~issuance~~68,667 options vest on ~~November~~June 62, ~~annually~~2027, ~~beginning~~and in68,666 ~~2018~~options ~~and~~vest ~~ending~~on inJune ~~2021~~2, 2028.

(ef) ~~These~~Represents ~~stock~~69,000 options ~~become~~issued pursuant to an Option Agreement in accordance with the Plan, with options vesting and exercisable in ~~increments~~three ofinstallments 25as ~~percent~~follows: of23,000 ~~the~~options ~~total~~vest ~~shares~~on ~~purchasable~~June ~~under~~2, ~~this~~2026, ~~issuance~~23,000 options vest on ~~September~~June 202, ~~annually~~2027, ~~beginning~~and in23,000 ~~2019~~options vest on June 2, 2028. Mr. Mudd resigned as Interim Chief Financial Officer effective October 10, 2025, and ~~ending~~such inoption ~~2022~~terminated 90 days after such resignation.

(g)

Represents 50,000 RSUs granted to Mr. Mudd pursuant to a Restricted Stock Unit Agreement in accordance with the Plan, with RSUs vesting in three equal installments as follows: 16,666 vest on July 3, 2026, 16,666 vest on July 3, 2027 and 16,667 vest on July 3, 2028. Accelerated vesting shall occur upon the earliest of Mr. Mudd’s death or disability, or a "Sale Transaction" occurring under the Plan. Mr. Mudd resigned as Interim Chief Financial Officer effective October 10, 2025, and such RSUs have terminated.

Director Compensation

The Company’s Board of Directors had a director compensation plan to compensate non-officer directors for services provided to the Board and its standing committees. For calendar years 2025 and thereafter, the Compensation Committee approves an annual grant under the Creative Realities, Inc. 2023 Stock Incentive Plan, as ~~follows:~~amended (the “Plan”), to each non-employee director of the Company as of December 31 of each calendar year, commencing December 31, 2025, of shares of the Company’s common stock (the “Shares”) having an aggregate value of $36,000 (pro-rated for partial years of service), with such Shares to be valued at the closing price of the Company’s common stock on December 31 of the applicable year (or if such date is not a trading day, as of the trading day immediately prior thereto).

• Annual grant of shares of unrestricted common stock of the Company, issuable on November 17, 2021, 2022 and 2023, having an annual value of $24,000, with the per-share price to be determined based upon the closing price of the Company’s common stock as reported on Nasdaq on such issuance date. No shares were issued on November 17, 2023 as the Company’s ability to issue shares under the 2014 Stock Incentive Plan expired. 37

• An option issuable to each non-executive director to purchase 60,000 shares of Company common stock (or in the case of Dennis McGill, prior Chairman of the Company Board, 75,000 shares), which vested in three equal installments on November 17, 2021, 2022 and 2023, subject to continuing service as a director as of such vesting date. The exercise price of such options is $2.21, the closing price of the Company’s common stock as reported on Nasdaq on the date of adoption of such plan.

Table of Contents

The table below sets forth the compensation paid to Company non-employee directors during ~~2024~~2025:

Director Compensation (table and footnotes in whole dollars) Fees Nonqualified earned Non-equity deferred or paid Stock incentive plan compensation All other in cash awards Option awards compensation earnings compensation Total Name ($)(a) ($) ($) ($) ($) ($) ($) David Bell — — — — — — — Donald A. Harris — — — — — — — Stephen Nesbit — — — — — — —

	*Director Compensation (table and footnotes in whole dollars)*

	Fees								Nonqualified
	earned						Non-equity		deferred
	or paid		Stock				incentive plan		compensation		All other
	in cash		awards		Option awards		compensation		earnings		compensation		Total
Name	($)(a)		($)(b)		($)		($)		($)		($)		($)
David Bell		-		36,000		-		-		-		-		36,000
Michael Bell		-		5,523		-		-		-		-		5,523
Thomas B. Ellis		-		5,523		-		-		-		-		5,523
Donald A. Harris		-		36,000		-		-		-		-		36,000
Daniel McGrath		-		5,523		-		-		-		-		5,523
Stephen Nesbit		-		36,000		-		-		-		-		36,000

(a) The Company is evaluating the terms by which its directors may be compensated for their services in 2024 and for subsequent years. As of the date of this Report, the Company has not adopted any plan for director compensation.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our Principal Executive Officer (“PEO”) and our Principal Financial Officer (“PFO”) and certain financial performance of the Company.

	Pay Versus Performance
	Summary				Summary
	Compensation		Compensation		Compensation		Compensation		Value of Initial Fixed $100
	Table Total for		Actually		Table Total for		Actually Paid to		Investment Based On:		Net Income(6)
	PEO(1)		Paid to PEO(2)		Non-PEO NEO(3)		Non-PEO NEO(4)		Total Shareholder Return(5)		(in thousands)
Year	($)		($)		($)		($)		($)		($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)
2024		450,000		438,154		400,000		392,893		63		(3,508	)
2025		2,707,249		3,066,367		512,291		345,013		150		(8,276	)
2024		450,000		438,154		400,000		392,893		141		(3,508	)
2023		450,000		498,678		350,000		373,292		61		(2,937	)
2022		797,163		80,977		613,834		230,168		45		1,876

(1)	The dollar amounts reported in column (b) are the amounts of total compensation reported for Richard Mills (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table."

(2)

The dollar amounts reported in column (c) represent the amounts of “compensation actually paid” to Mr. Mills, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Mills during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Mills’ total compensation for each year to determine the compensation actually paid:

	Reported
	Summary
	Compensation		Reported			Equity			Compensation
	Table Total		Value of Equity			Awards			Actually Paid to
	for PEO		Awards(a)			Adjustments(b)			PEO
Year	($)		($)			($)			($)
2025		2,707,249		(1,987,249	)		2,346,367			3,066,367
2024		450,000		-			(11,846	)		438,154
2023		450,000		-			48,678			498,678

(a)	The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Table of Contents

	Reported
	Summary
	Compensation		Reported		Equity			Compensation
	Table Total		Value of Equity		Awards			Actually Paid to
	for PEO		Awards(a)		Adjustments(b)			PEO
Year	($)		($)		($)			($)
2024		450,000		—		(11,846	)		438,154
2023		450,000		—		48,678			498,678
2022		797,163		253,119		(463,067	)		80,977

The amounts deducted or added in calculating the equity award adjustments are as follows:

Fair Value of

Year over

Fair Value

Dividends or other

Year over

Year Change in

at the End

Earnings Paid on

Year Change in

Fair Value as of

Fair Value of

of the Prior Year

Stock or Option

Fair Value of

Vesting Date of

Equity Awards

of Equity Awards

Awards not

Year End

Outstanding

Equity Awards

Granted in

that Failed to

Otherwise Reflected

Total

Fair Value

and Unvested

Granted

Prior Years

Meet Vesting

in Fair Value

Equity

of Equity

Equity

and Vested

that Vested

Conditions

or Total

Award

Awards

in the Year

Compensation

Adjustments

Year

($)

2025

1,278,447

391,500

676,420

2,346,367

2024

(11,846

)

(11,846

)

2023

(10,465

)

59,143

48,678

(3)

The dollar amounts reported in column (d) represent the amounts reported for the NEO (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEO (excluding our PEO) included for purposes of calculating the amounts in 2023 and 2024 was Will Logan, our Chief Financial Officer as of the applicable time periods, and in 2025 was David Ryan Mudd, our Interim Chief Financial Officer as of the applicable time period.

(4)

The dollar amounts reported in column (e) represent the amounts of “compensation actually paid” to the NEO (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEO (excluding our PEO) during the applicable year.

In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEO (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note (2):

	Reported
	Summary
	Compensation								Compensation
	Table Total		Reported			Equity			Actually Paid
	for Non-PEO		Value of			Awards			to Non-PEO
	NEO		Equity Awards(a)			Adjustments(b)			NEO
Year	($)		($)			($)			($)
2025		512,291		(333,229	)		165,951			345,013
2024		400,000		-			(7,107	)		392,893
2023		350,000		-			23,292			373,292

(a)	The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. ~~The amounts deducted or added in calculating the equity award adjustments are as follows:~~

													Fair Value of
								Year over			Fair Value		Dividends or other
			Year over					Year Change in			at the End		Earnings Paid on
			Year Change in			Fair Value as of		Fair Value of			of the Prior Year		Stock or Option
			Fair Value of			Vesting Date of		Equity Awards			of Equity Awards		Awards not
	Year End		Outstanding			Equity Awards		Granted in			that Failed to		Otherwise Reflected		Total
	Fair Value		and Unvested			Granted		Prior Years			Meet Vesting		in Fair Value		Equity
	of Equity		Equity			and Vested		that Vested			Conditions		or Total		Award
	Awards		Awards			in the Year		in the Year			in the Year		Compensation		Adjustments
Year	($)		($)			($)		($)			($)		($)		($)
2024		—		(11,846	)		—		—			—		—		(11,846	)
2023		—		(10,465	)		—		59,143			—		—		48,678
2022		22,311		(321,138	)		—		(164,240	)		—		—		(463,067	)

(3) The dollar amounts reported in column (d) represent the amounts reported for the NEO (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEO (excluding our PEO) included for purposes of calculating the amounts in each applicable year was Will Logan, our Chief Financial Officer as of the applicable time periods.

(4) The dollar amounts reported in column (e) represent the amounts of “compensation actually paid” to the NEO (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEO (excluding our PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEO (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note (2):

Table of Contents

	Reported
	Summary
	Compensation							Compensation
	Table Total		Reported		Equity			Actually Paid
	for Non-PEO		Value of		Awards			to Non-PEO
	NEO		Equity Awards(a)		Adjustments(b)			NEO
Year	($)		($)		($)			($)
2024		400,000		—		(7,107	)		392,893
2023		350,000		—		23,292			373,292
2022		613,834		151,872		(231,794	)		230,168

The amounts deducted or added in calculating the equity award adjustments are as follows:

(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Fair

Value of

Year Over

Value as of

Year over Year

Fair Value

Dividends or other

Year

Vesting Date

Change in

at the End of the

Earnings Paid on

Change in

of Equity

Fair Value of

Prior Year of

Stock or Option

Year End

Fair Value of

Awards

Equity Awards

Equity Awards that

Awards not

Total

Fair Value

Outstanding and

Granted

Granted in Prior

Failed to Meet

Otherwise Reflected

Equity

of Equity

Unvested

and Vested

Years that Vested

Vesting Conditions

in Fair Value or

Award

Awards

Equity Awards

in the Year

Total Compensation

Adjustments

Year

($)

2025

165,951

2024

(7,107

)

(7,107

)

2023

(6,279

)

29,571

23,292

						Fair							Value of
			Year Over			Value as of		Year over Year			Fair Value		Dividends or other
			Year			Vesting Date		Change in			at the End of the		Earnings Paid on
			Change in			of Equity		Fair Value of			Prior Year of		Stock or Option
	Year End		Fair Value of			Awards		Equity Awards			Equity Awards that		Awards not		Total
	Fair Value		Outstanding and			Granted		Granted in Prior			Failed to Meet		Otherwise Reflected		Equity
	of Equity		Unvested			and Vested		Years that Vested			Vesting Conditions		in Fair Value or		Award
	Awards		Equity Awards			in the Year		in the Year			in the Year		Total Compensation		Adjustments
Year	($)		($)			($)		($)			($)		($)		($)
2024		—		(7,107	)		—		—			—		—		(7,107	)
2023		—		(6,279	)		—		29,571			—		—		23,292
2022		13,386		(160,905	)		—		(84,275	)		—		—		(231,794	)

(5)

Cumulative total shareholder return (Cumulative TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

(6)	The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

Table of Contents

Analysis of the Information Presented in the Pay versus Performance Table

In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.

Compensation Actually Paid and Cumulative TSR

The following graph sets forth the relationship between Compensation Actually Paid to our PEO, ~~the~~ Compensation Actually Paid to our Non-PEO NEO, and the Company’s cumulative TSR over the three most recently completed fiscal years.

44 40

Table of Contents

Compensation Actually Paid and Net Income

The following graph sets forth the relationship between Compensation Actually Paid to our PEO, the Compensation Actually Paid to our Non-PEO NEO, and the Company’s net income over the three most recently completed fiscal years.

~~Policies and Practices for Granting Certain Equity Awards~~ 41

While the granting of options and other equity awards to officers, directors and other employees is not expressly addressed in our Insider Trading Policy, we generally follow the same principles set forth in the Insider Trading Policy when granting equity awards, including options, to our officers, directors and other employees with access to material nonpublic information. Generally our Board of Directors or Compensation Committee does not approve grants of such awards during a blackout period and does not take material nonpublic information into account when determining the timing and terms of such an award. Further, we do not have a policy or practice of timing the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Table of Contents

Policies and Practices for Granting Certain Equity Awards

While the granting of options and other equity awards to officers, directors and other employees is not expressly addressed in our Insider Trading Policy, we generally follow the same principles set forth in the Insider Trading Policy when granting equity awards, including options, to our officers, directors and other employees with access to material nonpublic information. Generally, our Board of Directors or Compensation Committee does not approve grants of such awards during a blackout period and does not take material nonpublic information into account when determining the timing and terms of such an award. Further, we do not have a policy or practice of timing the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The table below sets forth certain information with respect to beneficial ownership of our ~~common~~Common ~~stock~~Stock and Series A Preferred Stock as of ~~March~~April 1410, ~~2025~~2026, on which date there were 10,~~446~~567,~~659~~268 shares of issued and outstanding ~~common~~Common ~~stock~~Stock and 30,000 shares of issued and outstanding Series A Preferred Stock. The following table sets forth the number of ~~common~~ shares of Common Stock and Series A Preferred Stock, and percentage of ~~outstanding~~such ~~common~~ shares, beneficially owned by:

•

each director of the Company;

•

each named executive officer;

• all current directors and executive officers of the Company as a group; and

• each person, or ~~entity~~group of affiliated persons, known by ~~the~~us ~~Company~~ to ~~beneficially~~ own beneficially more than 5% of our ~~common~~outstanding ~~stock~~shares of Common Stock and Series A Preferred Stock.

~~Unless~~Beneficial ~~otherwise~~ownership ~~indicated~~is determined in accordance with the ~~table~~rules of the SEC and includes general voting power and/or ~~its~~investment ~~footnotes,~~power ~~the~~with ~~address~~respect to securities. Shares of ~~each~~common stock issuable upon exercise of ~~the~~options ~~following~~or ~~persons~~warrants that are currently exercisable or ~~entities~~exercisable iswithin ~~13100~~60 ~~Magisterial~~days ~~Drive,~~of ~~Suite~~April ~~100~~10, ~~Louisville~~2026, KYand ~~40223~~shares of common stock issuable upon conversion of other securities currently convertible or convertible within 60 days, ~~and~~are ~~each~~deemed outstanding for computing the beneficial ownership percentage of the person holding such securities but are not deemed outstanding for computing the beneficial ownership percentage of any other person. ~~has~~Under ~~sole~~applicable ~~voting~~SEC ~~and~~rules, ~~investment~~each ~~power~~person’s beneficial ownership is calculated by dividing the total number of shares with respect to which they possess beneficial ownership by the total number of outstanding shares of the Company. In any case where an individual has beneficial ownership over securities that are not outstanding but are issuable upon the exercise of options or warrants or similar rights within the next 60 days, that same number of shares is added to the denominator in the calculation described above. Because the calculation of each person’s beneficial ownership set forth ~~opposite~~in ~~his~~the “Percentage of Common Shares” column of the table may include shares that are not presently outstanding, ~~her~~the orsum ~~its~~total ~~name~~of the percentages set forth in such column may exceed 100%.

	Common
	Shares		Percentage of
	Beneficially		Common
Name and Address	Owned(1)		Shares(1)
Slipstream Funding, LLC(2)
c/o Pegasus Capital Advisors, L.P.
750 E Main St., Suite 600
Stamford, CT 06902		317,455		3.0	%
Slipstream Communications, LLC(3)
c/o Pegasus Capital Advisors, L.P.
750 E Main St., Suite 600
Stamford, CT 0690		3,156,985		25.9	%
Stephen Nesbit(4)		79,564		0.8	%
Donald A. Harris(5)		168,769		1.6	%
David Bell(6)		50,897		0.5	%
Richard Mills(7)		980,371		8.8	%
Will Logan(8)		386,468		3.6	%
David Ryan Mudd(9)		—		*
All current executive officers and directors as a group (5 persons)(10)		1,279,601		11.5	%

Unless otherwise indicated in the table or its footnotes, the address of each of the following persons or entities is 13100 Magisterial Drive, Suite 201, Louisville, KY 40223, and each such person has sole voting and investment power with respect to the shares set forth opposite his, her or its name.

(1) Beneficial ownership is determined in accordance with the rules of the SEC, and includes general voting power and/or investment power with respect to securities. Shares of common stock issuable upon exercise of options or warrants that are currently exercisable or exercisable within 60 days of March 14, 2025, and shares of common stock issuable upon conversion of other securities currently convertible or convertible within 60 days, are deemed outstanding for computing the beneficial ownership percentage of the person holding such securities but are not deemed outstanding for computing the beneficial ownership percentage of any other person. Under applicable SEC rules, each person’s beneficial ownership is calculated by dividing the total number of shares with respect to which they possess beneficial ownership by 10,466,659, the total number of outstanding shares of the Company as of March 14, 2025. In any case where an individual has beneficial ownership over securities that are not outstanding, but are issuable upon the exercise of options or warrants or similar rights within the next 60 days, that same number of shares is added to the denominator in the calculation described above. Because the calculation of each person’s beneficial ownership set forth in the “Percentage of Common Shares” column of the table may include shares that are not presently outstanding, the sum total of the percentages set forth in such column may exceed 100%.

	Shares Beneficially Owned Title or Class of Securities
	Common Stock						Series A Convertible Preferred Stock (1)
Name of Beneficial Owner	Number of Shares Beneficially Owned			Percentage Beneficially Owned			Number of Shares Beneficially Owned			Percentage Beneficially Owned			Combined Voting Power

Directors and executive officers:
Richard Mills		1,135,260	(2)		9.98	%		—			—			9.98	%
David Bell		83,735	(3)		*			—			—			*
Michael Bosco		2,117			*						—			*
Thomas B. Ellis		2,104,851	(4)		16.61	%		30,000	(5)		100.00	%		16.61	%
Donald A. Harris		207,761	(3)		1.96	%		—			—			1.96	%
Tamra Koshewa (6)		—			—			—			—			—
Daniel McGrath		2,117			*						—			*
Stephen Nesbit		121,389	(3)		1.15	%		—			—			1.15	%
All directors and executive officers as a group (8 persons)		3,657,229	(7)		32.0	%		30,000			100.00	%		30.54	%

Other named executive officers:
David Ryan Mudd (8)		—			—			—			—			—

Other 5% stockholders:
Mink Brook Partners LP		763,379	(9)		5.81	%								5.81	%
North Run Strategic Opportunities Fund I, LP (10)		1,752,279	(11)		14.28	%		25,000			83.3	%		14.22	%
NR-SOF I (Co-Invest I), LP (12)		350,456	(13)		3.22	%		5,000			16.7	%		3.22	%

(2) Investment and voting power over shares held by Slipstream Funding, LLC is held by Slipstream Communications, LLC, its sole member, and may deemed to be directly or indirectly controlled by Craig Cogut, Chairman and Chief Executive Officer of Pegasus Capital Advisors, LLC. See table footnote 3 for further information regarding Slipstream Communications, LLC.

	*	Less than one percent
	(1)	The holders of Series A Preferred Stock generally are entitled to vote on an as-converted basis with holders of the Common Stock, subject to the Beneficial Ownership Limitation and the Exchange Cap limitation, on all matters on which holders of Common Stock are entitled to vote, voting together with the Common Stock as a single class. Each share of Series A Preferred Stock is convertible into the number of shares common stock at the Conversion Rate calculated by dividing (i) the Stated Value of $1,000 plus an amount per share equal to dividends accrued and unpaid on such share through the date of determination, by (ii) by the Conversion Price of $3.00, subject to conversion limitations resulting from the Beneficial Ownership Limitation and the Exchange Cap limitation set forth in the Certificate of Designations and described elsewhere in this Report.

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(3) Investment and voting power over shares held by Slipstream Communications, LLC may be deemed to be directly or indirectly controlled by Craig Cogut, Chairman and Chief Executive Officer of Pegasus Capital Advisors, LLC. Slipstream Communications, LLC (“Slipstream Communications”) is the sole member of Slipstream Funding, LLC (“Slipstream Funding”). BCOM Holdings, LP (“BCOM Holdings”) is the managing member of Slipstream Communications. BCOM GP LLC (“BCOM GP”) is the general partner of BCOM Holdings. Business Services Holdings, LLC (“Business Services Holdings”) is the sole member of BCOM GP. PP IV BSH, LLC (“PP IV BSH”), Pegasus Investors IV, L.P. (“Pegasus Investors”) and Pegasus Partners IV (AIV), L.P. (“Pegasus Partners (AIV)”) are the members of Business Services Holdings. Pegasus Partners IV, L.P. (“Pegasus Partners”) is the sole member of PP IV BSH. Pegasus Investors IV, L.P. (“Pegasus Investors”) is the general partner of each of Pegasus Partners (AIV) and Pegasus Partners and Pegasus Investors IV GP, L.L.C. (“Pegasus Investors GP”) is the general partner of Pegasus Investors. Pegasus Investors GP is wholly owned by Pegasus Capital, LLC (“Pegasus Capital”). Pegasus Capital may be deemed to be directly or indirectly controlled by Craig Cogut. The share figure includes the 317,455 shares of common stock issued to and held by Slipstream Funding, LLC in connection with the merger transaction with Creative Realities, LLC. Share figure also includes 1,731,499 common shares purchasable upon exercise of outstanding warrants issued to and held by Slipstream Communications, LLC.

	(2)	Includes (i) 302,601 shares held by Mr. Mills individually, (ii) 653,334 shares issuable upon the exercise of outstanding stock options, (iii) 150,000 shares issuable upon the vesting of outstanding restricted stock units, and (iv) 29,325 shares held by RFK Communications, LLC (“RFK”). Mr. Mills serves as the sole manager of RFK and has sole voting and investment power over shares of the Company held by RFK.
	(3)	Includes 20,000 shares issuable upon the exercise of outstanding stock options.
	(4)	Consists of (i) shares issuable upon conversion of Series A Preferred Stock directly held by North Run Strategic Opportunities Fund I, LP (“NR-SOF”) and NR-SOF I (Co-Invest I), LP (“NR Co-Invest”), taking into account the Beneficial Ownership Limitation and the Exchange Cap limitation. Such shares may be deemed to be indirectly beneficially owned by North Run Strategic Opportunities Fund I GP, LLC (“NR GP”) as the general partner of NR-SOF and NR Co-Invest. Mr. Ellis, as a member of NR GP, may also be deemed to indirectly beneficially own the Series A Preferred Stock held by NR-SOF and NR Co-Invest. Mr. Ellis disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
	(5)	Consists of 25,000 shares of Series A Preferred Stock directly held by NR-SOF and 5,000 shares of Series A Preferred Stock directly held by NR Co-Invest. Such shares may be deemed to be indirectly beneficially owned by NR GP as the general partner of NR-SOF and NR Co-Invest. Mr. Ellis, as a member of NR GP, may also be deemed to indirectly beneficially own the Series A Preferred Stock held by NR-SOF and NR Co-Invest. Mr. Ellis disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
	(6)	Tamra Koshewa was appointed as the Chief Financial Officer of the Company effective December 1, 2025.
	(7)	Includes a total of 863,334 shares issuable upon the exercise of outstanding stock options and, without duplication, 2,102,733 shares currently issuable upon conversion of Series A Preferred Stock.
	(8)	Mr. Mudd served as the Chief Financial Officer of the Company until October 10, 2025.
	(9)	Based on information reported on Amendment No. 1 to Schedule 13G filed on April 6, 2026 by (i) Mink Brook Asset Management LLC, (ii) Mink Brook Partners LP, (iii) Mink Brook Capital GP LLC, and (iv) William Mueller. As the general partner to Mink Brook Partners LP, Mink Brook Capital GP LLC may be deemed to have shared power to vote or to direct the vote and to dispose of or to direct the disposition of the shares held by Mink Brook Partners LP. As the managing member of Mink Brook Capital GP LLC and Mink Brook Asset Management LLC, William Mueller may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of the shares held by Mink Brook Partners LP. Such beneficial ownership is expressly disclaimed, except to the extent of their respective pecuniary interests therein.
	(10)	Based on information reported on Schedule 13D filed on November 14, 2025 by (i) NR-SOF, (ii) NR Co-Invest, (iii) NR GP, (iv) Todd B. Hammer, and (v) Thomas B. Ellis, as well as information known to us. Securities held by NR-SOF may be deemed to be indirectly beneficially owned by NR GP as the general partner of NR-SOF. Messrs. Hammer and Ellis, as members of NR GP, may also be deemed to indirectly beneficially own the Series A Preferred Stock held by NR-SOF. NR GP and Messrs. Hammer and Ellis disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein.

~~(4) Mr. Nesbit is a director of the Company. Share figure includes 20,000 shares purchasable upon the exercise of outstanding options.~~ 43

~~(5)~~ Table ~~Mr. Harris is a director~~ of ~~the Company. Share figure includes 20,000 shares purchasable upon the exercise of outstanding options.~~Contents

(6) Mr. Bell is a director of the Company. Share figure includes 20,000 shares purchasable upon the exercise of outstanding options.

	(11)	Includes shares initially issuable upon conversion of shares of Series A Preferred Stock. The reported beneficial ownership excludes an additional 6,581,055 shares of Common Stock initially issuable upon conversion of the Series A Preferred Stock that are not presently issuable due to the Beneficial Ownership Limitation and the Exchange Cap limitation set forth in the Certificate of Designations and described elsewhere in this Report.
	(12)	Based on information reported on Schedule 13D filed on November 14, 2025 by (i) NR-SOF, (ii) NR Co-Invest, (iii) NR GP, (iv) Todd B. Hammer, and (v) Thomas B. Ellis, as well as information known to us. Securities held by NR Co-Invest may be deemed to be indirectly beneficially owned by NR GP as the general partner of NR Co-Invest. Messrs. Hammer and Ellis, as members of NR GP, may also be deemed to indirectly beneficially own the Series A Preferred Stock held by NR Co-Invest. NR GP and Messrs. Hammer and Ellis disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein.
	(13)	Includes shares initially issuable upon conversion of shares of Series A Preferred Stock. The reported beneficial ownership excludes an additional 1,316,211 shares of Common Stock initially issuable upon conversion of the Series A Preferred Stock that are not presently issuable due to the Beneficial Ownership Limitation and the Exchange Cap limitation set forth in the Certificate of Designations and described elsewhere in this Report.

(7) Mr. Mills is a director of the Company, Chairman of the Board and Chief Executive Officer. Share figure includes 320,000 shares purchasable upon the exercise of outstanding options and 333,334 shares purchasable upon the exercise of outstanding performance-restricted options upon which vesting requires achievement of certain targeted share trading prices.

(8) Mr. Logan served as the Chief Financial Officer of the Company until January 31, 2025. Share figure includes 171,945 shares purchasable upon the exercise of outstanding options and 200,000 shares purchasable upon the exercise of outstanding performance-restricted options upon which vesting requires achievement of certain targeted share trading prices.

(9) Mr. Mudd became the Interim Chief Financial Officer of the Company on February 1, 2025.

(10) Includes Messrs. Mills, Bell, Harris, Nesbit and Mudd.

Securities Authorized for Issuance Under Equity Compensation Plans

The table below sets forth certain information, as of the close of business on December 31, ~~2024~~2025, regarding equity compensation plans (including individual compensation arrangements) under which our securities were then authorized for issuance.

Number of Securities to be

Weighted-Average

Number of Securities Remaining

Number of Securities

Issued Upon Exercise of

Exercise Price of

Available for Issuance Under Equity

Number of Securities

Remaining

Outstanding Options,

Compensation Plans (excluding

to be

Available for Issuance

Warrants and Rights

securities reflected in column (a))

Issued Upon

Weighted-Average

Under Equity

Equity compensation plans approved by stockholders

1,565,231

(1)

6.19

2,500,000

(2)

Exercise of

Exercise Price of

Compensation Plans

Equity compensation plans not approved by stockholders

None

N/A

None

Outstanding Options,

(excluding securities

Warrants and Rights

reflected in column (a))

Equity compensation plans approved by stockholders

3,064,564

(1)

4.20

911,000

(2)

Equity compensation plans not approved by stockholders

None

N/A

None

(1) Shares reflected are issuable upon exercise of outstanding stock options and restricted stock units issued under the 2014 Stock Incentive Plan and the Company’s 2023 Stock Incentive Plan, as amended. The Company’s ability to issue new awards under its 2014 Stock Incentive Plan expired in 2023.

(2) On October 18, 2024, the Company’s shareholders approved the Company’s 2023 Stock Incentive Plan, which authorizes the issuance of up to 2,500,000 shares. ~~No awards have been issued under the Plan as of December 31, 2024.~~

For information regarding the material features of each of the above plans see Note 1115, Stock-based Compensation, in our Consolidated Financial Statements included in this Report.

47 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

(All currency in this Item 13 is in thousands, except share and per share amounts.)

North Run Securities Purchase Agreement

On October 15, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with North Run Strategic Opportunities Fund I, LP (the “Lead Investor”) and NR-SOF I (Co-Invest I), LP (together with the Lead Investor, the “Buyers”), each an affiliate of North Run Capital, LP (“North Run”), pursuant to which we agreed to sell in a private placement (the “Offering”), for an aggregate gross purchase price of $30,000, an aggregate of 30,000 shares of a newly established series of preferred stock, par value $0.01 per share, to be designated as Series A Convertible Preferred Stock (the “Preferred Shares”). On November 5, 2025, in anticipation of the closing of the Offering, we filed the Certificate of Designations with the Secretary of State of the State of Minnesota, which established the designations, preferences, powers and rights of the Preferred Shares. The closing of the purchase and sale of the Preferred Shares occurred on November 6, 2025. We used net proceeds from the Offering to pay a portion of the purchase price for our acquisition of the business of Cineplex Digital Media Inc. and its affiliates. See Note 9, Series A Redeemable Convertible Preferred Stock, for a description of the terms of the Securities Purchase Agreement. Thomas B. Ellis, a director of the Company, is affiliated with North Run Capital, LP.

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~~ITEM~~CDM ~~13 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~Acquisition

Daniel McGrath is the Chief Operating Officer of Cineplex Inc., the parent company of and Cineplex Entertainment Limited Partnership, a Manitoba limited partnership (~~All~~“Cineplex”). ~~currency~~Prior into ~~this~~Mr. ~~Item~~McGrath’s 13appointment isto ~~rounded~~the Board of Directors, on October 15, 2025, the Company entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with its wholly owned subsidiary, 1001372953 Ontario Inc., an Ontario corporation and Cineplex to acquire DDC Group International, Inc., an Ontario corporation and wholly owned subsidiary of Cineplex (“DDC”). DDC is the ~~nearest~~parent ~~thousand~~company of its wholly owned subsidiary, ~~except~~Cineplex ~~share~~Digital Media Inc., an Ontario corporation (“CDMI”), and ~~per~~CDMI’s ~~share~~wholly ~~amounts~~owned subsidiary, Cineplex Digital Media US Inc., a Delaware corporation (“CDMUS”). In this Report, DDC, CDMI and CDMUS are collectively referred to as “CDM”, and such acquisition is referred to as the “CDM Acquisition.”

~~Merger~~On November 7, 2025, the parties consummated the transactions contemplated by the Share Purchase Agreement. Upon the terms and conditions of the Share Purchase Agreement, at the closing of the CDM Acquisition, the Company (indirectly through 1001372953 Ontario Inc.) acquired ownership of all of the issued and outstanding capital shares of DDC for a total purchase price of approximately CAD $70,000, subject to customary purchase price adjustments. The final purchase price after adjustments was approximately CAD $60,263 (or approximately USD $42,761). See Note 5, Business Combinations, for a description of the terms of the Share Purchase Agreement.

OnThe ~~February~~foregoing ~~17,~~transactions ~~2025~~were ~~and~~approved ~~February~~by ~~23,~~our ~~2025,~~Board ~~the~~of ~~parties~~Directors toafter ~~the~~full ~~Merger~~disclosure ~~Agreement~~of ~~entered~~any ~~into~~conflicts ~~the~~of ~~fourth~~interest. ~~and~~No ~~fifth~~directors ~~amendments~~at to the ~~Merger~~time ~~Agreement,~~of ~~respectively, pursuant to which~~ the ~~commencement~~approval ~~date~~ of the ~~30-day~~Board ~~period~~of ~~for~~Directors ~~which~~had ~~Reflect~~any ~~stockholders~~conflicting ~~may~~interest ~~seek~~in ~~payment of~~ the ~~Guaranteed Consideration was delayed from February 17, 2025 to February 24, 2025 and thereafter March 17, 2025~~transactions.

The foregoing transactions were approved by our Board of Directors after full disclosure of any conflicts of interest. No directors had any conflicting interest in the transactions.

Independence

The Board of Directors has determined that there are presently three “independent” directors, as such term is defined in Section 5605(a)(2) of the Nasdaq listing rules, each of whom also meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934. The directors whom the board has determined to be independent are Messrs. Bell, Harris, and Nesbit.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents fees (in thousands) for audit and other services provided by our principal accountant for ~~2023,~~2024 ~~Deloitte & Touche LLP (“Deloitte”),~~ and ~~by our principal accountant for 2024~~2025, Grant Thornton LLP (“Grant Thornton”).:

	2024		2023
	2025		2024
Audit fees(a)	$	399	$	743
Audit fees (a)	$	821	$	431
Audit related fees		—		—
Audit related fees (b)		200		-
Tax fees		—-		—-
All other fees		—-		—-
	$	~~399~~1,021	$	~~743~~431

(a) Audit fees for ~~2024~~2025 and ~~2023~~2024 relate to professional services provided in connection with the audit of our consolidated financial statements, the reviews of our quarterly condensed consolidated financial statements, and audit services provided in connection with other regulatory filings.

~~Our Board~~(b) ofAudit ~~Directors~~related ~~pre-approved~~fees ~~the~~for ~~audit~~2025 ~~services~~related ~~rendered~~to byfinancial ~~our~~due ~~principal~~diligence ~~accountant~~in ~~during~~connection ~~2024 and 2023 and concluded that such services were compatible~~ with ~~maintaining~~CDM ~~the auditor’s independence~~Acquisition.

Our Board of Directors pre-approved the audit services rendered by our principal accountant during 2025 and 2024 and concluded that such services were compatible with maintaining the auditor’s independence.

Pre-Approval Policies and Procedures of Audit Committee

All services provided by our ~~current~~ independent registered public accounting firm, Grant Thornton, are subject to pre-approval by our Audit Committee. The Audit Committee has authorized each of its members to approve services by our independent registered public accounting firm in the event there is a need for such approval prior to the next full Audit Committee meeting. Any interim approval given by an Audit Committee member must be reported to the Audit Committee no later than its next scheduled meeting. Before granting any approval, the Audit Committee (or a committee member if applicable) gives due consideration to whether approval of the proposed service will have a detrimental impact on the independence of our independent registered public accounting firm. The Audit Committee pre-approved all services provided by ~~Deloitte during 2023, and provided by~~ Grant Thornton during ~~2024~~2025.

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PART IV

ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) See “Index to Consolidated Financial Statements” on page F-1. (b) See “Exhibit Index” on page 5045. (c) Not applicable.

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EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of November 12, 2021, by and between the registrant, CRI Acquisition Corporation, Reflect Systems, Inc., and RSI Exit Corporation (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed on November 15, 2021)
2.2		Amendment to Agreement and Plan of Merger, dated as of February 8, 2022, by and among the registrant, CRI Acquisition Corporation, Reflect Systems, Inc., and RSI Exit Corporation (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed February 9, 2022)
2.3		Second Amendment to Agreement and Plan of Merger dated as of February 11, 2023 by and among the registrant, Reflect Systems, Inc. and RSI Exit Corporation (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed February 15, 2023)
2.4		Third Amendment to Merger Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed February 18, 2025)
2.5		Fourth Amendment to Merger Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed February, 24, 2025)
2.6		Settlement Agreement and Fifth Amendment to Merger Agreement dated March 14, 2025 among Creative Realities, Inc., Reflect Systems, Inc. and RSI Exit Corporation (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed March 17, 2025)
3.1		Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 21, 2024)
3.2		~~Amended~~Certificate of Designations, Preferences and ~~Restated~~Rights ~~Bylaws~~of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 212, ~~2011~~2025)
4.1		Specimen certificate evidencing shares of Common Stock (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form SB-2 (File No. 333-136972))
3.3		Amended and Restated Bylaws (incorporated by reference to the registrant’s Current Report on Form 8-K filed on November 2, 2011)
4.2		Description of Securities (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 21, 2024)
4.1		Specimen certificate evidencing shares of Common Stock (incorporated by reference to Exhibit 4.2 of the registrant’s Registration Statement on Form SB-2 (File No. 333-136972))
4.3		Warrant dated January 16, 2018, issued in favor of Slipstream Communications, LLC (incorporated by reference to the registrant’s Form S-1 filed with the SEC on June 25, 2018)
4.2		Description of Securities (incorporated by reference to Exhibit 4.2 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 21, 2024)
4.4		Warrant to Purchase Common Stock issued to Slipstream Communications, LLC on April 27, 2018 (incorporated by reference to Exhibit 10.31 of the registrant’s Form S-1 filed with the SEC on June 25, 2018).
4.3		Investor Warrant dated June 30, 2022 (incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed July 7, 2022)
4.5		Investor Warrant dated June 30, 2022 (incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed July 7, 2022)
4.4		Investor Warrant dated June 30, 2022 (incorporated by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K filed July 7, 2022)
4.6		Lender Warrant dated June 30, 2022 (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed July 7, 2022)
4.7		Investor Warrant dated June 30, 2022 (incorporated by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K filed July 7, 2022)
4.8		Lender Warrant dated October 17, 2024 (incorporated by reference to the registrant’s Registration Statement on Form S-3 filed with the SEC on October 17, 2024)
10.1+		Employment Agreement dated as of November 12, 2021 by and between the registrant and Rick Mills (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed November 15, 2021).
10.2+		Employment Agreement dated as of November 12, 2021 by and between the registrant and Will Logan (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed November 15, 2021)
10.3		Second Amended and Restated Loan and Security Agreement by and among the registrant, its subsidiaries and Slipstream Communications, LLC (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed February 18, 2022)

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Exhibit No.		Description
10.4		First Amendment to Second Amended and Restated Loan and Security Agreement (incorporated by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022)
10.2+		2014 Stock Incentive Plan, as amended (incorporated by reference to Exhibit A to the registrant’s definitive proxy statement on Schedule 14A filed with the SEC on June 12, 2020)
10.5		$10,000,000 Acquisition Term Note (incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed February 18, 2022)
10.3+		2023 Stock Incentive Plan, as amended (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on August 27, 2024)
10.6		$7,185,319.06 Consolidation Term Note (incorporated by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K filed February 18, 2022)
10.4+		Amendment to Stock Option Agreement dated June 15, 2022 between the Company and Rick Mills (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2022)
10.7		Note and Security Agreement (incorporated by reference to Exhibit 10.4 of the registrant’s Current Report on Form 8-K filed February 18, 2022)
10.5+		Stock Option Agreement dated June 15, 2022 between the Company and Rick Mills (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2022)
10.8		First Amendment to Note and Security Agreement (incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed February 15, 2023)
10.6+		Amendment to Option Agreement dated February 17, 2025 between the Company and Richard Mills (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed February 21, 2025)
10.9+		2014 Stock Incentive Plan, as amended (incorporated by reference to Exhibit A to the registrant’s definitive proxy statement on Schedule 14A filed with the SEC on June 12, 2020)
10.7		$4,000,000 Promissory Note dated March 14, 2025 payable to the order of RSI Exit Corporation (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed March 17, 2025)
10.10*+		2023 Stock Incentive Plan, as amended
10.8		Subordination Agreement dated March 14, 2025 by and among Creative Realities, Inc., Reflect Systems, Inc., First Merchants Bank and RSI Exit Corporation (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed March 17, 2025)
10.11+		Amendment to Stock Option Agreement dated June 15, 2022 between the Company and Rick Mills (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2022)
10.9		Consent Agreement dated March 14, 2025 by and among First Merchants Bank, Allure Global Solutions, Inc., Creative Realities, Inc. and Reflect Systems, Inc. (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed March 17, 2025)
10.12+		Amendment to Stock Option Agreement dated June 15, 2022 between the Company and Will Logan (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2022)
10.10+		Second Amendment to Stock Option Agreement between the Company and Richard Mills (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed June 4, 2025)
10.13+		Stock Option Agreement dated June 15, 2022 between the Company and Rick Mills (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2022)
10.11+		Form of Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed June 4, 2025)
10.14+		Stock Option Agreement dated June 15, 2022 between the Company and Will Logan (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2022)
10.12+		Restricted Stock Unit Agreement dated July 3, 2025 by and between Creative Realities, Inc. and Richard Mills (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed July 3, 2025)
10.15		Credit Agreement dated May 23, 2024 by and among Creative Realities, Inc., First Merchants Bank and other parties thereto (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 28, 2024)
10.13+		Restricted Stock Unit Agreement dated July 3, 2025 by and between Creative Realities, Inc. and David Ryan Mudd (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed July 3, 2025)
10.16		$22,100,000 Revolving Credit Note dated May 23, 2024 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 28, 2024)
10.14		Share Purchase Agreement, by and among the registrant, 1001372953 Ontario Inc., and Cineplex Entertainment Limited Partnership, dated as of October 15, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 16, 2025)
10.17		Security Agreement dated May 23, 2024 by and among Creative Realities, Inc., First Merchants Bank and other parties thereto (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on May 28, 2024)
10.15		Securities Purchase Agreement, by and between the registrant and the Buyers listed therein, dated as of October 15, 2025 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on October 16, 2025)
10.18		Guaranty dated May 23, 2024 by Creative Realities Canada, Inc. in favor of First Merchants Bank (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on May 28, 2024)
10.16		Registration Rights Agreement, dated November 6, 2025, by and among the registrant, North Run Strategic Opportunities Fund I, LP and NR-SOF I (Co-Invest I), LP (incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed with the SEC on November 12, 2025)
10.19		Security Agreement dated May 23, 2024 granted by Creative Realities Canada, Inc. in favor of First Merchants Bank (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the SEC on May 28, 2024)
10.17		Amended and Restated Credit Agreement dated as of November 6, 2025 by and among the registrant, Allure Global Solutions, Inc., Reflect Systems, Inc., Cineplex Digital Media US Inc., 1001372953 Ontario Inc., Cineplex Digital Media, Inc., the other Loan Parties signatory thereto, as Loan Parties, the financial institutions or other entities from time to time parties hereto, each as a Lender, and First Merchants Bank, an Indiana bank, as Agent for the Lenders (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 12, 2025)
10.20		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024)
10.18		Form of Term Loan Promissory Note (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on November 12, 2025)
14.1		Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018)
10.19		Form of Revolving Credit Promissory Note (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on November 12, 2025)
10.20		Amended and Restated Security Agreement dated as of November 6, 2025 by and among the registrant, Allure Global Solutions, Reflect Systems, Cineplex Digital Media US Inc., and First Merchants Bank, as agent for and on behalf of the Lenders (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on November 12, 2025)
10.21		Amended and Restated Security Agreement dated as of November 6, 2025 by and among Creative Realities Canada, Inc., 1001372953 Ontario Inc., DDC Group International Inc., Cineplex Digital Media Inc. and First Merchants Bank, as agent for and on behalf of the Lenders (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the SEC on November 12, 2025)
10.22		Amended and Restated Canadian Guarantee dated as of November 6, 2025 by Creative Realities Canada, Inc. in favor of First Merchants Bank, as agent for and on behalf of the Lenders (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed with the SEC on November 12, 2025)

5147

Table of Contents

Exhibit No.		Description
10.23		Form of Voting Agreement by and between the registrant and each of the executive officers and directors of the registrant (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed with the SEC on November 12, 2025)
10.24*+		Employment Agreement, dated as of December 1, 2025, by and between the registrant and Tamra Koshewa
14.1		Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018)
19.1		Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 21, 2024)
21.1*		List of Subsidiaries
23.1*		Consent of Grant Thornton LLP
23.2*		Consent of Deloitte & Touche LLP
31.1*		Chief Executive Officer Certification pursuant to Exchange Act Rule 13a-14(a)
31.1*		Chief Executive Officer Certification pursuant to Exchange Act Rule 13a-14(a).
31.2*		Chief Financial Officer Certification pursuant to Exchange Act Rule 13a-14(a)
31.2*		Chief Financial Officer Certification pursuant to Exchange Act Rule 13a-14(a).
32.1*		Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350
32.1*		Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350.
32.2*		Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350
32.2*		Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350.
97.1		Clawback Policy (incorporated by reference to Exhibit 97.1 of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 14, 2025)
97.1*		Clawback Policy.
99.1*		Press Release dated March 14, 2025
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

+	Compensatory Plan or arrangement required to be filed pursuant to Item 15(b) of Form 10-K.

ITEM 16. FORM 10-K SUMMARY.

None.

52 48

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

~~March~~April 1415, ~~2025~~2026.

	Creative Realities, Inc.

	By	/s/ Richard Mills
		Richard Mills
		Chief Executive Officer

By /s/ ~~David~~Tamra ~~Ryan~~Koshewa ~~Mudd~~Tamra ~~David~~Koshewa ~~Ryan Mudd Interim~~ Chief Financial Officer

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature	Title	Date
/s/ Richard Mills	Chief Executive Officer (Principal Executive Officer)	~~March~~April 1415, ~~2025~~2026
Richard Mills	and Chairman of the Board of Directors
/s/ David Ryan Mudd	Interim Chief Financial Officer (Principal Financial and	March 14, 2025
/s/ Tamra Koshewa	Chief Financial Officer (Principal Financial and	April 15, 2026
David Ryan Mudd	Principal Accounting Officer)
Tamra Koshewa	Principal Accounting Officer)
/s/ David Bell	Director	~~March~~April 1415, ~~2025~~2026
David Bell
/s/ Donald Harris	Director	March 14, 2025
/s/ Michael Bosco	Director	April 15, 2026
Donald Harris
Michael Bosco
/s/ Steve Nesbit	Director	March 14, 2025
/s/ Thomas B. Ellis	Director	April 15, 2026
Steve Nesbit
Thomas B. Ellis
/s/ Donald A. Harris	Director	April 15, 2026
Donald A. Harris
/s/ Daniel McGrath	Director	April 15, 2026
Daniel McGrath
/s/ Stephen Nesbit	Director	April 15, 2026
Stephen Nesbit

5349

Table of Contents

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 248)	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)	F-3
Consolidated Financial Statements
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations	F-5
Consolidated Statements of Shareholders’ Equity	F-6
Consolidated Statements of Comprehensive Loss	F-6
Consolidated Statements of Cash Flows	F-7
Consolidated Statements of Shareholders’ Equity	F-7
Notes to Consolidated Financial Statements	F-8
Consolidated Statements of Cash Flows	F-8
Notes to Consolidated Financial Statements	F-9

F-1

Table of Contents

~~Report~~REPORT ofOF ~~Independent~~INDEPENDENT ~~Registered~~REGISTERED ~~Public~~PUBLIC ~~Accounting~~ACCOUNTING ~~Firm~~FIRM

Board of Directors and Shareholders

Creative Realities, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance ~~sheet~~sheets of Creative Realities, Inc. (a Minnesota corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, changes in shareholders’ equity, and cash flows for each of the ~~year~~two years in the period ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the ~~year~~two years in the period ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

Going concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company is experiencing difficulty indue ~~generating~~to ~~sufficient~~the ~~cash~~accumulated ~~flow~~deficit, tonegative ~~service~~working ~~its~~capital, ~~contingent~~recurring ~~consideration~~losses ~~obligations~~and use of cash in operations, which raises substantial doubt about its ability to continue as a going concern. These conditions, along with other matters as set forth in Note 1, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audit~~audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

Critical audit matter

~~Critical~~The critical audit ~~matters~~matter ~~are~~communicated ~~matters~~below is a matter arising from the current period audit of the financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that: (1) ~~relate~~relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. WeThe ~~determined~~communication ~~that~~of ~~there~~critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are nonot, by communicating the critical audit ~~matters~~matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

WeBusiness ~~have~~Acquisition ~~served~~- asCDM ~~the~~- ~~Company’s~~valuation ~~auditor~~of ~~since~~developed ~~2024.~~technology and customer relationships intangible assets

~~/s/~~As ~~Grant~~described ~~Thornton~~further ~~LLP~~in Note 5 to the consolidated financial statements, the Company acquired CDM on November 7th, 2025 for a total purchase price of approximately $42.8 million. The acquisition was accounted for as a business combination and the assets acquired and liabilities assumed were valued at fair value on the date of acquisition. Specifically, the Company identified developed technology and customer relationships of approximately $6.7 million and $14.3 million, respectively. We identified the valuation of developed technology and customer relationships intangible assets acquired in the CDM acquisition as a critical audit matter.

~~Cincinnati,~~The ~~Ohio~~principal considerations for our determination that the valuation of developed technology and customer relationships intangible assets acquired in the CDM acquisition is a critical audit matter are the high degree of auditor judgment and subjectivity in performing procedures and evaluating management’s significant assumptions relating to the projected forecasted information including the revenue growth rate and discount rate.

March 14, 2025

F-2

Table of Contents

~~REPORT~~Our OFaudit ~~INDEPENDENT~~procedures ~~REGISTERED~~related ~~PUBLIC~~to ~~ACCOUNTING~~the ~~FIRM~~valuation of developed technology and customer relationships intangible assets acquired in the CDM acquisition included the following, among others:

To● We tested the ~~shareholders~~design and implementation of relevant controls over the ~~Board~~development and review of ~~Directors~~significant assumptions used in the determination of ~~Creative~~the ~~Realities, Inc~~fair value of the developed technology and customer relationships intangible assets.

~~Opinion~~● onWe tested the ~~Financial~~projected ~~Statements~~financial information including the revenue growth rate by assessing the reasonableness of management's forecasts compared to historical results and forecasted industry trends.

We● ~~have~~With ~~audited~~ the ~~accompanying~~assistance ~~consolidated balance sheet~~ of ~~Creative~~our ~~Realities~~valuation specialists, ~~Inc. and~~we ~~subsidiaries~~evaluated (the ~~"Company")~~appropriateness as of ~~December 31, 2023,~~ the ~~related~~valuation ~~consolidated~~methodology ~~statements~~used ofto ~~operations,~~determine ~~shareholders'~~the ~~equity,~~fair ~~and~~value ~~cash~~of ~~flows,~~the ~~for~~developed ~~the~~technology ~~year~~and ~~ended~~customer ~~December~~relationships ~~31,~~intangible ~~2023,~~assets and the ~~related~~reasonableness ~~notes~~of to the ~~financial~~discount ~~statements~~rate ~~(collectively~~used ~~referred~~by ~~to as the "financial statements")~~management. InWe ~~our~~developed ~~opinion,~~an ~~the~~independent ~~financial~~estimate ~~statements present fairly, in all material respects, the financial position~~ of the ~~Company~~discount asrate ofusing ~~December~~comparable ~~31,~~companies ~~2023,~~ and ~~the~~compared ~~results~~that ofrate ~~its~~to ~~operations and its cash flows for~~ the ~~year~~rate ~~ended~~selected ~~December~~by ~~31, 2023, in conformity with accounting principles generally accepted in the United States of America~~management.

~~Going~~/s/ ~~Concern~~GRANT THORNTON LLP

~~The~~We ~~2023~~have ~~financial~~served ~~statements of the Company were prepared assuming that the Company would continue~~ as ~~a going concern. As of~~ the ~~date of issuance of the~~ Company'’s ~~2023~~auditor ~~financial~~since statements, the Company was experiencing difficulty in generating sufficient cash flow to service its debt and contingent consideration obligations, which raised substantial doubt about its ability to continue as a going concern2024. Management's plans in regard to these matters were also described in the 2023 financial statements. The 2023 financial statements did not include any adjustments that might result from the outcome of this uncertainty.

~~Basis~~Cincinnati, ~~for Opinion~~Ohio

~~These~~April ~~financial~~15, statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.2026

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Louisville, Kentucky

March 21, 2024

We began serving as the Company’s auditor in 2020. In 2024 we became the predecessor auditor.

F-3

Table of Contents

CREATIVE REALITIES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	December 31,			~~December 31,~~
	2024			2023
	2025			2024
ASSETS
Current Assets:
Cash and cash equivalents	$	1,~~037~~559		$	21,~~910~~037
Accounts receivable, net		1019,~~605~~219			1210,~~468~~605
Inventories, net		17,~~995~~420			21,~~567~~995
Prepaid expenses and other current assets		~~859~~5,347			~~665~~859
Total Current Assets		14,496			18,610
Total current assets		33,545			14,496
Property and equipment, net		~~321~~2,937			~~499~~207
Goodwill		2653,~~453~~266			26,453
Other intangible assets, net		2235,~~841~~906			2422,~~062~~841
Operating lease right-of-use assets		787			1,041
Finance lease right-of-use assets		22,658			114
Other non-current assets		312			112
Operating lease right-of-use assets		2,117			787
Total Assets	$	65,210		$	70,777
Other non-current assets		611			312
LIABILITIES AND SHAREHOLDERS’ EQUITY
Total Assets	$	151,040		$	65,210
LIABILITIES, TEMPORARY EQUITY, AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	616,~~354~~673		$	76,~~876~~354
Accrued expenses and other current liabilities		3,~~210~~837			3,~~761~~164
Deferred revenues		18,~~137~~115			1,~~132~~137
Customer deposits		21,~~181~~823			32,~~233~~181
Current maturities of operating leases		~~466~~596			~~505~~466
Short-term portion of related party term debt		-			3,690
Current maturities of finance leases		3,799			46
Short-term contingent consideration, at fair value		12,815			-
Short-term debt		4,430			-
Total Current Liabilities		26,163			20,197
Short-term contingent consideration, at fair value		-			12,815
Revolving credit facility		13,044			-
Total Current Liabilities		39,273			26,163
Long-term related party term debt		-			9,829
Revolving credit facility		4,940			13,044
Long-term obligations under operating leases		342			536
Term debt, net of deferred financing costs		34,583			-
Long-term contingent consideration, at fair value		-			11,208
Non-current operating lease liabilities		1,673			342
Other non-current liabilities		201			176
Non-current finance lease liabilities		17,844			68
Total Liabilities		39,750			41,946
Deferred tax liabilities		3,541			133
Shareholders' Equity
Total Liabilities		101,854			39,750
Common stock, $0.01 par value, 66,666 shares authorized; 10,447 and 10,409 shares issued and outstanding, respectively		104			104
Commitments and contingencies (Note 12)
Additional paid in capital		82,210			82,073
Series A Redeemable Convertible Preferred stock, $1,000 stated value, 50,000 shares authorized; 30 and 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively
Accumulated deficit		(56,854	)		(53,346	)
Liquidation preference of $30,232 and $0 as of December 31, 2025 and 2024, respectively		27,688			-
Total Shareholders' Equity		25,460			28,831
Shareholders' Equity:
Total Liabilities and Shareholders' Equity	$	65,210		$	70,777
Common stock, $0.01 par value, 66,666 shares authorized; 10,519 and 10,447 shares issued and outstanding as of December 31, 2025 and 2024, respectively		105			104
Additional paid-in capital		85,300			82,210
Accumulated deficit		(65,130	)		(56,854	)
Accumulated other comprehensive income		1,223			-
Total Shareholders’ Equity		21,498			25,460
Total Liabilities, Temporary Equity, and Shareholders' Equity	$	151,040		$	65,210

See accompanying Notes to Consolidated Financial Statements.

F-4

Table of Contents

CREATIVE REALITIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

	For the Years Ended
	December 31,
	2024			2023
	2025			2024
Sales
Sales:
Hardware	$	1821,~~259~~232		$	2018,~~303~~259
Services and other		3236,~~595~~000			2432,~~863~~595
Total sales		5057,~~854~~232			4550,~~166~~854
Cost of sales
Cost of sales:
Hardware		1315,~~521~~292			1513,~~280~~521
Services and other		1316,~~322~~226			713,~~703~~322
Total cost of sales		2631,~~843~~518			2226,~~983~~843
Gross profit		2425,~~011~~714			2224,~~183~~011
Operating expenses:
Sales and marketing		6,015			5,247
Sales and marketing expenses		5,803			6,015
General and administrative		17,058			15,590
General and administrative expenses		23,065			17,058
Total operating expenses		23,073			20,837
Loss on impairment of software asset		5,712			-
Operating income		938			1,346
Total operating expenses		34,580			23,073
Other expense (income):
Operating (loss) income		(8,866	)		938
Interest expense, including amortization of debt discount		1,775			2,992
Other (income) expenses:
Loss on change in fair value of contingent consideration		1,608			1,419
Interest expense, including amortization of debt discount		2,479			1,775
Loss on debt extinguishment		1,059			-
Loss on change in fair value of contingent consideration		-			1,608
Other expenses (income), net		(102	)		(211	)
Gain on settlement of contingent consideration		(4,775	)		-
Total other expense (income)		4,340			4,200
Loss on debt extinguishment		-			1,059
Net loss before income taxes		(3,402	)		(2,854	)
Loss on debt modification		24			-
Income tax expense		(106	)		(83	)
Other expense (income), net		516			(102	)
Net loss	$	(3,508	)	$	(2,937	)
Total other (income) expenses, net		(1,756	)		4,340
Net loss per common share - basic	$	(0.34	)	$	(0.35	)
Loss before income taxes		(7,110	)		(3,402	)
Net loss per common share - diluted	$	(0.34	)	$	(0.35	)
Income tax expense		(1,166	)		(106	)
Weighted average shares outstanding - basic		10,440			8,479
Net loss		(8,276	)		(3,508	)
Weighted average shares outstanding - diluted		10,440			8,479
Series A Redeemable Convertible Preferred Stock dividends		(232	)		-
Net loss applicable to common stockholders	$	(8,508	)	$	(3,508	)
Basic and diluted loss per common share	$	(0.81	)	$	(0.34	)
Weighted average shares outstanding - basic and diluted		10,495			10,440

See accompanying Notes to Consolidated Financial Statements.

F-5

Table of Contents

CREATIVE REALITIES, INC.

CONSOLIDATED STATEMENTS OF ~~SHAREHOLDERS’~~COMPREHENSIVE ~~EQUITY~~LOSS

~~For~~(in ~~the years ended December 31, 2024 and 2023~~thousands)

(in thousands, except shares)

	For the Years Ended
	December 31,
	2025			2024

Net loss	$	(8,276	)	$	(3,508	)
Other comprehensive income:
Foreign currency translation adjustments		1,223			-
Total comprehensive loss	$	(7,053	)	$	(3,508	)

					Additional
	Common Stock				paid in		Accumulated
Year ended December 31, 2024	Shares		Amount		capital		Deficit			Total
Balance as of December 31, 2023		10,409,027	$	104	$	82,073	$	(53,346	)	$	28,831
Stock-based compensation		-		-		13		-			13
Shares issued to employees pursuant to the Retention Bonus Plan		37,632		-		124		-			124
Net loss		-		-		-		(3,508	)		(3,508	)
Balance as of December 31, 2024		10,446,659	$	104	$	82,210	$	(56,854	)	$	25,460

					Additional
	Common Stock				paid in		Accumulated
Year ended December 31, 2023	Shares		Amount		capital		Deficit			Total
Balance as of December 31, 2022		7,266,382	$	72	$	75,916	$	(50,409	)	$	25,579
Stock-based compensation		-		-		445		-			445
Shares issued to directors as compensation		51,616		1		95		-			96
Shares issued to vendors as compensation		28,554		-		55		-			55
Shares issued to employees pursuant to the Retention Bonus Plan		62,475		1		138		-			139
Issuance of common stock, net		3,000,000		30		5,424		-			5,454
Net loss		-		-		-		(2,937	)		(2,937	)
Balance as of December 31, 2023		10,409,027	$	104	$	82,073	$	(53,346	)	$	28,831

See accompanying Notes to Consolidated Financial Statements.

F-6

Table of Contents

CREATIVE REALITIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the years ended December 31, 2025 and 2024

(in thousands, except share amounts)

	Common Stock				Additional Paid-in			Accumulated Other Comprehensive		Accumulated
	Shares		Amount		Capital			Income		Deficit				Total
Balance at January 1, 2024		10,409,027	$	104	$	82,073		$	-	$	(53,346	)	$	28,831
Stock-based compensation		-		-		13			-		-			13
Shares issued to employees pursuant to the Retention Bonus Plan		37,632		-		124			-		-			124
Net loss		-		-		-			-		(3,508	)		(3,508	)
Balance at December 31, 2024		10,446,659		104		82,210			-		(56,854	)		25,460

Stock-based compensation		72,273		1		2,282			-		-			2,283
Series A Redeemable Convertible Preferred Stock dividends		-		-		(232	)		-		-			(232	)
Issuance of warrants in connection with settlement of contingent consideration		-		-		1,040			-		-			1,040
Other comprehensive income		-		-		-			1,223		-			1,223
Net loss		-		-		-			-		(8,276	)		(8,276	)
Balance at December 31, 2025		10,518,932	$	105	$	85,300		$	1,223	$	(65,130	)	$	21,498

See accompanying Notes to Consolidated Financial Statements.

F-7

Table of Contents

CREATIVE REALITIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the Years Ended
	For the Years Ended December 31,
	December 31,
	2025			2024
	2024			2023
Operating Activities:
Net loss	$	(38,~~508~~276	)	$	(23,~~937~~508	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Depreciation and amortization		46,~~078~~491			34,~~221~~078
Amortization of debt discount		569			1,443
Non-cash lease expense		621			254
Amortization of stock-based compensation		13			563
Amortization of debt discount		27			569
Amortization of deferred financing costs		63			-
Stock-based compensation		2,283			13
Loss on extinguishment of debt		1,059			-
Amortization of deferred financing costs		110			63
Bad debt expense		13			153
Loss on extinguishment of debt		-			1,059
Provision for inventory reserves		(43	)		109
Loss on modification of revolver		24			-
Loss on change in fair value of contingent consideration		1,608			1,419
Provision for credit losses		229			13
Deferred income taxes		61			44
Impairment of software asset		5,712			-
Changes to operating assets and liabilities:
Provision for inventory reserves		160			(43	)
Accounts receivable		1,850			(4,358	)
Loss on change in fair value of contingent consideration		-			1,608
Inventories		615			(409	)
Gain on settlement of contingent consideration		(4,775	)		-
Prepaid expenses and other current assets		(194	)		952
Deferred income taxes		1,139			61
Accounts payable		(1,388	)		4,486
Changes to operating assets and liabilities, net of acquisitions:
Accrued expenses and other current liabilities		(395	)		(47	)
Accounts receivable		(6,056	)		1,850
Deferred revenue		5			(91	)
Inventories		(3,846	)		615
Customer deposits		(1,052	)		755
Prepaid expenses and other current assets		1,699			(194	)
Other, net		27			(136	)
Accounts payable		4,357			(1,388	)
Net cash provided by operating activities		3,381			5,167
Accrued expenses and other current liabilities		(6,003	)		(395	)
Investing activities
Deferred revenue		(549	)		5
Purchases of property and equipment		(11	)		(306	)
Customer deposits		(358	)		(1,052	)
Capitalization of labor for software development		(2,790	)		(3,721	)
Other assets		(106	)		43
Net cash used in investing activities		(2,801	)		(4,027	)
Lease liabilities		(633	)		(233	)
Financing activities
Other non-current liabilities		-			(37	)
Proceeds from sale of common stock, net of offering expenses		-			5,454
Net cash (used in) provided by operating activities		(7,750	)		3,381
Proceeds from borrowings under revolving credit facility		31,459			-
Investing Activities:
Repayment of borrowings under revolving credit facility		(18,415	)		-
Cash paid for acquisition of Cineplex Digital Media (net of cash acquired)		(37,983	)		-
Payment of deferred financings costs		(306	)		-
Purchases of property and equipment		(306	)		(11	)
Repayment of term debt		(15,147	)		(5,294	)
Capitalization of costs for software development		(2,188	)		(2,790	)
Principal payments on finance leases		(44	)		(23	)
Net cash used in investing activities		(40,477	)		(2,801	)
Net cash (used in) provided by financing activities		(2,453	)		137
Financing Activities:
Increase (decrease) in Cash and Cash Equivalents		(1,873	)		1,277
Proceeds from sale of Series A Redeemable Convertible Preferred Stock		30,000			-
Cash and Cash Equivalents, beginning of year		2,910			1,633
Payment of issuance costs related to Series A Redeemable Convertible Preferred Stock		(2,544	)		-
Cash and Cash Equivalents, end of year	$	1,037		$	2,910
Proceeds from term debt		36,000			-
Repayment of term debts		(490	)		(15,147	)
Proceeds from borrowings under revolving credit facility		41,712			31,459
Repayment of borrowings under revolving credit facility		(49,817	)		(18,415	)
Payment of contingent consideration		(3,000	)		-
Payment of deferred financing costs		(850	)		(306	)
Repayment of finance lease obligations		(2,272	)		(44	)
Net cash provided by (used in) financing activities		48,739			(2,453	)
Effect of exchange rate on cash and cash equivalents		10			-
Net increase (decrease) in cash and cash equivalents		522			(1,873	)
Cash and cash equivalents, beginning of year		1,037			2,910
Cash and cash equivalents, end of year	$	1,559		$	1,037

See accompanying Notes to Consolidated Financial Statements.

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Table of Contents

CREATIVE REALITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

NOTE 1: NATURE OF ORGANIZATION AND OPERATIONS

Unless the context otherwise indicates, references in these Notes to the accompanying ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements to “we,” “us,” “our” and “the Company” refer to Creative Realities, Inc. and its subsidiaries.

Nature of the Company’s Business

Creative Realities, Inc. is a Minnesota corporation that provides innovative digital marketing technology and solutions to retail companies, individual retail brands, enterprises and organizations throughout the United States and in certain international markets. The Company has expertise in a broad range of existing and emerging digital marketing technologies, as well as the related media management and distribution software platforms and networks, device management, product management, customized software service layers, systems, experiences, workflows, and integrated solutions. Our technology and solutions include: digital merchandising systems and omni-channel customer engagement systems, interactive digital shopping assistants, advisors and kiosks, and other interactive marketing technologies such as mobile, social media, point-of-sale transactions, beaconing and web-based media that enable our customers to transform how they engage with consumers. We have expertise in a broad range of existing and emerging digital marketing technologies, as well as the following related aspects of our business: content, network management, and connected device software and firmware platforms; customized software service layers; hardware platforms; digital media workflows; and proprietary processes and automation tools.

Our main operations are conducted directly through Creative Realities, Inc., and under our wholly owned subsidiaries ~~Allure Global Solutions~~, ~~Inc.,~~Cineplex aDigital ~~Georgia~~Media ~~corporation (“Allure”), Creative Realities Canada,~~ Inc., a Canadian corporation (“~~CRI Canada~~CDMI”), and ~~Reflect~~Cineplex ~~Systems,~~Digital Media U.S. Inc., a Delaware corporation (“~~Reflect~~CDMUS”).

~~Public~~Liquidity ~~Offering~~and Financial Condition; Going Concern

On August 17, 2023, the Company conducted a public offering for the sale by the Company of an aggregate of 3,000,000 shares of common stock, par value $0.01 per share at a public offering price of $2.00 per share and received approximately $5,454 in net proceeds, after deducting underwriting fees of $478 and offering costs of $68.

Reverse stock split

On March 27, 2023, the Company effected a 1-for-3 stock split of the shares of the Company’s common stock, par value $0.01 per share.

As a result of the reverse stock split, effective 12:01 am on March 27, 2023, every three shares of common stock then-issued and outstanding automatically combined into one share of common stock, with no change in par value per share. All fractional shares resulting from the reverse split were rounded up to the nearest whole share of common stock. In connection with the reverse stock split, the total number of shares of common stock authorized for issuance was reduced from 200,000,000 shares to 66,666,666 shares in proportion to the outstanding shares of common stock.

Effective as of the same time as the reverse stock split, the number of shares of common stock available for issuance under the Company’s equity compensation plans were reduced in proportion to the reverse stock split. The reverse stock split also resulted in the number of shares of shares of common stock issuable upon exercise of outstanding warrants, or the exercise or vesting of equity awards, in proportion to the reverse stock split and caused a proportionate increase in exercise price or share-based performance criteria, where applicable.

Liquidity and Financial Condition

In accordance with Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) (“ASU 205-40”), the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued.

~~F- 8~~ On November 6, 2025, the Company completed a refinancing of its senior debt facilities, and on November 7, 2025, the Company completed the acquisition of DDC Group International, Inc. (see Note 5, Business Combinations), and related financing arrangements. Management believes these actions are likely to significantly improve the Company’s liquidity, scale, and overall financial condition. Its ability to generate positive net income and cash flows from operations is reliant on the successful integration and operation of this newly acquired business and therefore the financial impacts of this acquisition were not fully known at the time of the Company's going concern assessment. Management believes the completion of these transactions and the planned integration and operating plan for the newly acquired business with expected realization of synergies present the opportunity to prospectively eliminate the conditions giving rise to substantial doubt regarding the Company’s ability to continue as a going concern in future periods. However, there can be no assurance that these efforts will be successful.

As of December 31, 2025, the Company has an accumulated deficit of $65,130 and negative working capital of $5,728. For the year ended December 31, 2025, the Company generated a net loss of $8,276 and used net cash in operations of $7,750.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least twelve months after the issuance date of these consolidated financial statements.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

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Table of Contents

At December 31, 2024, the Company has an accumulated deficit of $56,854, and negative working capital of $11,667. For the year ended December 31, 2024, the Company generated operating income of $938 and generated positive net cash flows from operations of $3,381. The Company’s contingent consideration obligation was dependent upon the market value of the Company’s share price at February 17, 2025, and contractually must be settled in cash. The estimated liability for financial statement accounting purposes is $12,815 as of December 31, 2024. While the Company is currently generating cash from operations and refinanced its debt in 2024, the Credit Agreement (as defined in Note 7 Debt below) limits, via specific reserve, utilization of the Company’s line of credit to no more than $4,000 (or such lesser amount determined by the lender in its sole and absolute discretion) for payments to satisfy the contingent consideration obligation. Should the contingent consideration require a cash payment in excess of the specific reserve, the Company may not have sufficient liquidity to settle this obligation without (i) receipt of a waiver under the Credit Agreement, (ii) an amendment to the Credit Agreement to permit additional funds from the line of credit to be used for payment of the contingent consideration obligation, (iii) raising additional capital on the capital markets, the proceeds of which would be used, in whole or in part, to satisfy the contingent consideration obligation, or (iv) a reduction in the amount of the contingent consideration obligation. The conditions and events raise substantial doubt about the Company's ability to continue as a going concern under the technical framework within ASU 205-40.

In response to these conditions, the Company continues to evaluate its available options for amending its debt facilities or accessing the capital markets via equity financing. However, these plans have not been finalized, are subject to market conditions, in some respects are not within the Company’s control, and therefore cannot be deemed probable. As a result, the Company has concluded that management's plans do not alleviate substantial doubt about the Company's ability to continue as a going concern.

The Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Subsequent events

The Company has evaluated subsequent events occurring after the balance sheet date through the date the Consolidated Financial Statements were issued and has determined that there were no such events that would require recognition or disclosure in the financial statements.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the preparation of the accompanying ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements follows:

1. Basis of Presentation

The accompanying ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements have been prepared in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X and include all of the information and disclosures required by ~~generally accepted accounting principles in the United States of America (“~~GAAP”) for annual financial reporting.

The ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements include the accounts of Creative Realities, Inc. and our wholly owned subsidiaries ~~Allure, CRI~~CDMI ~~Canada,~~ and ~~Reflect~~CDMUS. ~~All~~The ~~intercompany~~CDM ~~balances~~entities (CDMI and ~~transactions~~CDMUS), ~~have~~acquired ~~been~~through ~~eliminated~~the inCompany's ~~consolidation,~~acquisition asof ~~applicable~~DDC Group International, Inc. ~~Certain~~on November ~~amounts~~7, 2025, have been ~~reclassified~~consolidated tofrom ~~conform~~the toacquisition ~~current~~date ~~period~~forward. ~~presentation~~All intercompany balances and transactions have been eliminated in consolidation.

2. Recently Issued and Adopted Accounting Pronouncements

In ~~November~~December 2023, the ~~Financial Accounting Standards Board (“~~FASB”) issued ASU 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures, which requires public entities, ~~to disclose information about their reportable segments’ significant expenses and other segment items~~ on an ~~interim and~~ annual basis., ~~Public~~to ~~entities~~provide ~~with~~disclosure aof ~~single~~specific ~~reportable~~categories ~~segment~~in ~~are required to apply~~ the ~~disclosure~~rate ~~requirements in ASU 2023-07~~reconciliation, as well as ~~all~~disclosure ~~existing~~of ~~segment~~income ~~disclosures~~taxes ~~and~~paid ~~reconciliation~~disaggregated ~~requirements~~by ~~in ASC 280 on an interim and annual basis~~jurisdiction. ASU 2023-0709 is effective for fiscal years beginning after December 15, ~~2023~~2024, ~~and~~with ~~for~~early ~~interim~~adoption ~~periods~~permitted. ~~within~~The ~~fiscal~~Company ~~years~~adopted ~~beginning~~ASU ~~after~~2023-09 effective ~~December~~January 151, ~~2024,~~2025 ~~with~~on ~~early~~a ~~adoption~~retrospective ~~permitted~~basis. The ~~Company~~adoption ~~adopted~~of ~~the~~ASU ~~new~~2023-09 ~~standard~~did ~~for~~not have a material impact on the ~~fiscal~~Company’s ~~year~~consolidated ~~ending December~~financial 31condition, ~~2024~~results of operations or cash flows since the guidance pertains to disclosure only. See Note 1211, ~~Segment~~Income ~~Reporting~~Taxes for ~~new~~further ~~required disclosures~~information.

FIn March 2024, the FASB issued ASU 2024- 9 01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. ASU 2024-01 clarifies how an entity should evaluate whether a profits interest or similar award issued as compensation is within the scope of ASC 718 by adding four illustrative examples to ASC 718-10-55. The ASU is effective for public business entities for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2024-01 effective January 1, 2025. The adoption of ASU 2024-01 did not have a material impact on the Company's consolidated financial condition, results of operations or cash flows.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements. ASU 2024-02 removes various references to the FASB's Concepts Statements from the FASB Accounting Standards Codification, as those references are non-authoritative and their inclusion could imply otherwise. The amendments are effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2024-02 effective January 1, 2025. The adoption of ASU 2024-02 did not have a material impact on the Company's consolidated financial condition, results of operations or cash flows.

In October 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. ASU 2024-04 clarifies the requirements for determining whether a settlement of a convertible debt instrument (or convertible preferred stock classified as a liability) should be accounted for as an induced conversion under ASC 470-20. Specifically, the ASU clarifies that an issuer must assess whether a settlement offer provides the holder with consideration in excess of the original conversion terms — and if so, the transaction must be accounted for as an induced conversion, with any excess consideration recognized as an expense. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted for any date on or after the issuance of the ASU. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures. ASU 2024-03 is intended to improve disclosures about a public business entity’s expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. This ASU will be applied retrospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified that public business entities should initially adopt the disclosure requirements of ASU 2024-03 in an annual reporting period, not an interim period. As clarified by ASU 2025-01, ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of implementing this guidance.

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Table of Contents

In ~~December~~July ~~2023~~2025, the FASB issued ASU ~~2023~~2025-0905, ~~Income~~ ~~Taxes~~Financial Instruments—Credit Losses (Topic ~~740~~326): ~~Improvements~~Measurement toof ~~Income~~Credit ~~Tax~~Losses ~~Disclosures,~~for ~~which~~Accounts ~~requires~~Receivable ~~public~~and ~~entities,~~Contract onAssets. anThe ~~annual~~amendments ~~basis,~~introduce a practical expedient that permits entities to ~~provide~~assume ~~disclosure~~current conditions as of ~~specific~~the ~~categories~~balance insheet date do not change for the ~~rate~~remaining ~~reconciliation,~~life asof ~~well~~current asaccounts ~~disclosure~~receivable and current contract assets within the scope of ~~income~~ASC ~~taxes~~606 ~~paid~~when ~~disaggregated~~developing byreasonable ~~jurisdiction~~and supportable forecasts of expected credit losses, thereby removing the requirement to incorporate macroeconomic forecasts for those assets. The ASU ~~2023~~also provides an accounting policy election to consider post-09balance-sheet collection activity in estimating expected credit losses; this election is available only to entities other than public business entities and is therefore not available to the Company. The amendments are effective for ~~fiscal~~annual ~~years~~reporting periods beginning after December 15, ~~2024~~2025, and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating whether to elect the practical expedient and the impact, ofif ~~adopting~~any, ~~ASU~~on ~~2023-09~~its consolidated financial statements.

3In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ~~Cash~~The amendments clarify the scope of ASC 270, specifying its applicability to all entities that provide interim financial statements and ~~cash~~notes ~~equivalents~~in accordance with U.S. GAAP, consolidate required interim disclosures into a centralized list within Topic 270, and introduce a disclosure principle requiring disclosure of events and changes occurring after the last annual reporting period that have a material effect on the entity. The amendments are effective for public business entities for interim periods within annual periods beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption to have a material impact on its consolidated financial statements, as the amendments primarily clarify existing interim reporting requirements.

~~Cash and cash equivalents consist of cash on deposit in financial institutions, in both the United States and Canada~~3. ~~The~~ ~~Company~~Cash does not hold any investments that qualify as cash equivalents as of December 31, 2024. As of December 31, 2024, the Company had approximately $981 in cash that was held in a Canadian financial institution. The Company does not believe the balance presents a material concentration of credit risk, as the cash is held with a reputable financial institution. Concentrations

Cash consists of cash on deposit in financial institutions in both the United States and Canada. The Company does not hold any investments that qualify as cash equivalents as of December 31, 2025 and 2024. Balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit of $250 USD in the United States and may exceed the Canada Deposit Insurance Corporation (“CDIC”) limit of $100 CAD in Canada. As of December 31, 2025 and 2024, the Company did not have USD cash in excess of FDIC insurance limits. As of December 31, 2025 and 2024, the Company had CAD cash in excess of CDIC insurance limits of $1,037 and $912, respectively. The Company does not believe the balances present a material credit risk, as the cash is held with reputable financial institutions and the Company has never experienced any losses related to these balances although no assurance can be provided that it will not experience any losses in the future.

4. Revenue Recognition

We recognize revenue in accordance with ~~Accounting Standards Codification ("~~ASC") 606, Revenue from Contracts with Customers, applying the five-step model. The Company evaluates each customer contract to identify the distinct performance obligations promised therein. A performance obligation is considered distinct if the customer can benefit from the good or service on its own or together with other resources that are readily available, and if the Company's promise to transfer the good or service is separately identifiable from other promises in the contract. If an individual promised good or service is not distinct from another promised good or service, the Company combines those promised goods or services into a single combined performance obligation. The total contract transaction price is allocated to the identified distinct performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost plus margin approach. For contracts when one or more performance obligations have observable standalone selling prices, the residual approach is applied to determine the allocation for highly variable components, including SaaS and support pricing, which both vary based on engagement size.

IfThe anCompany ~~arrangement~~estimates ~~involves~~the ~~multiple~~amount ~~performance~~of ~~obligations,~~total ~~the~~contract ~~obligations~~consideration ~~are~~it ~~analyzed~~expects to ~~determine~~receive for variable arrangements by determining the ~~separate~~most ~~units~~likely ofamount ~~accounting,~~it ~~whether~~expects ~~the~~to ~~obligations~~earn ~~have~~from ~~value~~the arrangement based on athe ~~standalone~~expected ~~basis~~quantities ~~and~~of ~~whether~~services ~~there~~it isexpects ~~objective~~to provide and ~~reliable~~the ~~evidence~~contractual ofpricing ~~their~~based ~~standalone~~on ~~selling~~those ~~price~~quantities. The ~~total~~Company ~~contract~~only includes some or a portion of variable consideration in the transaction price when it is ~~allocated~~probable tothat a significant reversal in the ~~identified~~amount ~~performance~~of ~~obligations~~cumulative ~~based~~revenue ~~upon~~recognized ~~the~~will ~~relative~~not ~~standalone~~occur ~~selling~~when ~~prices~~the ofuncertainty associated with the ~~performance~~variable ~~obligations~~consideration is subsequently resolved. The ~~standalone~~Company ~~selling~~considers ~~price~~the issensitivity ~~based~~of onthe anestimate, ~~observable~~its ~~price~~relationship ~~for~~and experience with the customer and variable services ~~sold~~being performed, the range of possible revenue amounts and the magnitude of the variable consideration to ~~other~~the ~~comparable~~overall ~~customers,~~arrangement. ~~when~~The ~~available,~~Company orreceives anvariable ~~estimated~~consideration ~~selling~~in ~~price~~very ~~using~~few ainstances. ~~cost~~The ~~plus~~Company ~~margin~~generally ~~approach~~does not accept returns or provide refunds related to its customer contracts.

~~The~~Revenue ~~Company~~is ~~estimates~~recognized when a customer obtains control of promised goods or services under the ~~amount~~terms of ~~total~~a contract and is measured as the amount of consideration itthe Company expects to receive ~~for~~in ~~variable~~exchange ~~arrangements~~for bytransferring ~~determining~~goods ~~the~~or ~~most~~providing ~~likely~~services. The ~~amount~~Company ithas ~~expects~~very tofew ~~earn~~contracts ~~from~~with material ~~the~~extended ~~arrangement~~payment ~~based~~terms onas ~~the~~payment ~~expected~~is ~~quantities~~typically ofdue ~~services~~at itor ~~expects~~shortly toafter ~~provide~~the ~~and~~time of the ~~contractual~~sale, ~~pricing~~typically ~~based~~ranging onbetween ~~those~~thirty ~~quantities~~and ninety days. ~~The~~In ~~Company~~those ~~only~~instances ~~includes~~where ~~some~~the orCompany aoffers ~~portion~~material ofextended ~~variable~~payment ~~consideration~~terms in(most ~~the~~commonly ~~transaction~~in ~~price~~multi-year ~~when~~arrangements), itthe isCompany ~~probable~~determines ~~that~~whether a significant ~~reversal~~financing incomponent exists. Where the ~~amount~~Company ofacts ~~cumulative~~as ~~revenue~~an ~~recognized~~agent ~~will~~to ~~not~~a ~~occur~~transaction ~~when~~on ~~the~~behalf ~~uncertainty~~of ~~associated~~its ~~with~~customers (primarily for the ~~variable~~sale ~~consideration~~of isextended ~~subsequently~~warranties ~~resolved.~~that ~~The~~are ~~Company~~performed ~~considers~~by the ~~sensitivity~~equipment ofmanufacturer), the ~~estimate,~~Company ~~its~~recognizes ~~relationship~~revenue ~~and~~on ~~experience~~a ~~with~~net ~~the~~basis. Observable ~~customer~~prices ~~and~~are ~~variable~~used ~~services~~to ~~being~~determine ~~performed,~~ the ~~range~~standalone ofselling ~~possible~~price ~~revenue~~of ~~amounts~~separate ~~and~~performance ~~the~~obligations ~~magnitude~~or ofa ~~the~~cost ~~variable~~plus ~~consideration~~margin toapproach ~~the~~when one ~~overall~~is ~~arrangement~~not available. Sales, ~~The~~value-added ~~Company~~and ~~receives~~other ~~variable~~taxes ~~consideration~~collected inconcurrently ~~very~~with ~~few~~revenue ~~instances~~producing activities are excluded from revenue.

~~Revenue~~A ~~is recognized when a customer obtains control of promised goods or services under the terms of a~~ contract ~~and~~liability is ~~measured~~recognized as ~~the~~deferred ~~amount~~revenue ofwhen ~~consideration~~ the Company ~~expects~~invoices tocustomers ~~receive~~ in ~~exchange~~advance ~~for~~of ~~transferring~~performing ~~goods~~the orrelated ~~providing~~ services. ~~The~~under ~~Company~~the ~~has very few contracts with material extended payment~~ terms ~~as payment is typically due at or shortly after the time~~ of ~~the~~a ~~sale, typically ranging between thirty and ninety days~~contract. InDeferred ~~those~~revenue ~~instances~~is ~~where~~recognized ~~the~~as ~~Company~~revenue ~~has~~when ~~material~~or ~~extended payment terms (most commonly in multi-year arrangements where the Company acts~~ as ~~an agent to a transaction on behalf of its customers),~~ the Company ~~evaluates~~satisfies ~~and applies constraints to arrive at~~ the ~~revenue~~related ~~recognized in the period in which a contract is entered. Observable prices are used to determine the standalone selling price of separate~~ performance ~~obligations or a cost plus margin approach when one is not available~~obligation. ~~Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.~~

The Company recognizes contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to the customers. A contract liability is recognized as deferred revenue when the Company invoices customers in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when the Company has satisfied the related performance obligation.

The Company uses the practical expedient for recording an immediate expense for incremental costs of obtaining contracts, including certain design/engineering services, commissions, incentives and payroll taxes, as these incremental and recoverable costs have terms that do not exceed one year.

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Table of Contents

5. Allowance for Credit Losses

The allowance for credit losses is the Company's best estimate of the amount of expected lifetime credit losses in the Company's accounts receivable. The Company regularly reviews the adequacy of its allowance for credit losses. The Company estimates losses over the contractual life using assumptions to capture the risk of loss, even if remote, based principally on how long a receivable has been outstanding. Account balances are charged off against the allowance for credit losses after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. Other factors considered include historical write-off experience, current economic conditions, customer credit, and past transaction history with the customer. The allowance for credit losses is included in accounts receivable, net in the accompanying ~~Consolidated~~consolidated ~~Balance~~balance ~~Sheets~~sheets. The opening accounts receivable balance as of January 1, 2024 was $12,468, net of the allowance for credit losses.

The Company had the following activity for its allowance for credit losses from ~~December~~January 311, ~~2022~~2024 to December 31, ~~2024~~2025:

Balance as of December 31, 2022	$	984
Balance as of January 1, 2024	$	701
Provision for credit losses		153
Write-offs charged against the allowance		(436	)
Balance as of December 31, 2023	$	701
Provision for credit losses		13
Recoveries		47
Write-offs charged against the allowance		(53	)
Balance as of December 31, 2024	$	708
Provision for credit losses		229
Write-offs charged against the allowance		(685	)
Balance as of December 31, 2025	$	252

6. Inventories

Inventories are stated at the lower of cost or net realizable value, determined by the first-in, first-out (FIFO) method, and consist of the following:

	December 31,		~~December 31,~~
	2024		2023
	2025		2024
Raw materials	$	14,~~465~~822	$	21,~~063~~465
Work-in-process		~~530~~2,598		~~504~~530
Total inventories	$	17,~~995~~420	$	21,~~567~~995

The reserve for obsolete inventory at December 31, 2024 and 2023 was $112 and $160, respectively.

7. Impairment of Long-Lived Assets

We review the carrying value of all long-lived assets, including property and equipment, for impairment in accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets. Under ASC 360, impairment ~~losses~~tests are ~~recorded~~performed for property and equipment whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. Impairment testing on other long-lived assets, including intangible assets, is described in Note 2, item (11) below. Impairment testing on goodwill is described in Note 2, item (10) below.

If the impairment tests indicate that the carrying value of the asset or asset group is greater than the expected undiscounted cash flows to be generated by such asset, an impairment loss would be recognized. ~~The~~in ~~impairment loss is determined as~~ the amount by which the carrying value of such asset or asset group exceeds its fair value. We generally measure fair value by considering sale prices for similar assets or by discounting estimated future cash flows from such assets using an appropriate discount rate. Assets to be disposed of are carried at the lower of their carrying value or fair value less costs to sell. Considerable management judgment is necessary to estimate the fair value of assets, and accordingly, actual results could vary significantly from such estimates.

8. Basic and Diluted Loss per Common Share

Basic ~~and diluted~~ loss ~~income~~ per common share ~~for~~is ~~all~~computed ~~periods~~by ~~presented~~dividing isnet ~~computed~~loss ~~using~~applicable to common shareholders by the weighted average number of common shares outstanding. ~~Basic~~during ~~weighted~~the ~~average~~period. ~~shares~~Net ~~outstanding~~loss ~~includes~~applicable ~~only~~to ~~outstanding~~ common ~~shares.~~shareholders ~~Diluted~~is ~~weighted~~calculated ~~average~~as ~~shares~~net ~~outstanding~~loss ~~includes~~less ~~outstanding~~preferred ~~common~~stock ~~shares~~dividends, ~~and~~whether ~~potential~~declared ~~dilutive~~or ~~common~~accruing. ~~shares~~The ~~outstanding~~Company's inSeries ~~accordance~~A ~~with~~Redeemable ~~the~~Convertible ~~treasury~~Preferred ~~stock~~Stock ~~method~~accrues dividends at 5.25% ~~Shares~~annually ~~reserved~~on ~~for~~the ~~outstanding~~stated ~~stock~~value ~~options~~of $1,000 ~~including~~per ~~stock~~share; ~~options~~such ~~with~~accruing ~~performance~~dividends ~~restricted~~reduce ~~vesting,~~the ~~and~~numerator ~~warrants~~in ~~totaling~~the ~~approximately~~basic ~~6,152,233~~net ~~and~~loss ~~6,223,134~~per ~~at December~~share ~~31,~~calculation ~~2024~~regardless ~~and~~of ~~2023,~~whether ~~respectively~~they ~~were~~have ~~excluded~~been ~~from~~declared by the ~~computation~~Board of Directors. Diluted loss per share asreflects the ~~strike~~potential ~~price~~dilution onthat ~~the~~could ~~options~~occur ~~and~~if ~~warrants~~securities or other instruments to issue common stock were ~~higher~~exercised ~~than~~or converted into common stock. When the Company's ~~market~~is ~~price~~in a net loss position, all potentially dilutive securities, including stock options, warrants, and ~~therefore~~shares issuable upon conversion of the Series A Preferred Stock, are excluded from diluted loss per share as their inclusion would be anti-dilutive.

FShares reserved for outstanding stock options totaling 2,539,564, warrants totaling 5,364,802, and 30,000 shares of the Series A Preferred Stock, convertible into 10,000,000 shares of common stock as of December 31, 2025 were excluded from the computation of loss per share for the year ended December 31, 2025, as the Company was in a net loss position and their inclusion would have been anti- 11 dilutive.

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Table of Contents

Shares reserved for outstanding stock options totaling 1,565,231 and warrants totaling 4,587,002 as of December 31, 2024, were excluded from the computation of loss per share for the year ended December 31, 2024, as the Company was in a net loss position and their inclusion would have been anti-dilutive.

9. Income Taxes

Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from a number of matters including, but not limited to, net operating losses, differences in basis of intangibles, stock-based compensation, ~~reserves~~allowance for ~~uncollectible~~credit ~~accounts~~losses, ~~receivable~~write-downs ~~and~~of inventory for book purposes, differences in depreciation methods, and accrued expenses. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertain tax positions utilizing an established recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We had no uncertain tax positions as of December 31, ~~2024~~2025 and ~~2023~~2024.

10. Goodwill ~~and Definite-Lived Intangible Assets~~

WeGoodwill ~~follow~~is the ~~provisions~~excess of ~~ASC~~consideration ~~350, Goodwill~~paid ~~and~~for ~~Other~~an ~~Intangible~~acquired ~~Assets.~~entity ~~Pursuant~~over the fair value of the amounts assigned to ~~ASC~~assets ~~350~~acquired, ~~goodwill~~including ~~acquired~~other identifiable intangible assets, and liabilities assumed in a ~~purchase~~ business combination. isTo ~~not~~determine ~~amortized,~~the ~~but~~amount ~~instead~~of ~~tested~~goodwill ~~for~~resulting ~~impairment~~from ata ~~least~~business ~~annually.~~combination, ~~The~~the Company ~~uses~~performs an ~~annual~~assessment ~~measurement~~to ~~date~~determine ~~of September~~the 30acquisition todate ~~assess~~fair ~~impairment~~value of ~~goodwill~~the acquired company’s tangible and ~~indefinite-lived~~identifiable intangible assets, orand ~~as indicators are identified~~liabilities.

~~Definite~~Goodwill is required to be evaluated for impairment on an annual basis and whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include macroeconomic and industry conditions, cost factors, overall financial performance, and other relevant entity-~~lived~~specific ~~intangible~~events. ~~assets~~If ~~are~~the ~~amortized~~entity ~~straight~~determines that this threshold is met, then the Company may apply a one-~~line~~step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques and weighs the results accordingly. The Company is required to make certain subjective and complex judgments in ~~accordance~~assessing ~~with~~whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. The Company has elected to perform its annual goodwill impairment test on September 30 of each year utilizing a qualitative assessment to determine if it was more likely than not that the fair value of each of its reporting units was less than their ~~identified~~respective ~~useful~~carrying ~~lives~~values.

11. ~~Use~~Intangible ~~of Estimates~~Assets

~~The~~Identifiable ~~preparation~~intangible ofassets ~~financial~~primarily ~~statements~~include indeveloped ~~conformity~~technology, ~~with~~trade ~~GAAP~~names, ~~requires~~customer ~~management~~relationships toand ~~make~~non-compete ~~estimates~~agreements. ~~and~~Amortizable ~~assumptions~~intangible ~~that~~assets ~~affect~~are ~~the~~amortized ~~reported~~on ~~amounts~~a ofstraight-line ~~assets~~basis ~~and~~over ~~liabilities~~their estimated useful lives and ~~disclosure~~reviewed offor ~~contingent~~impairment ~~assets~~whenever ~~and~~events ~~liabilities~~or atchanges in circumstances indicate that the ~~date~~assets may be impaired. If an indicator of impairment exists, the ~~financial~~Company ~~statements~~will ~~and~~compare the ~~reported~~estimated ~~amounts~~future cash flows of ~~revenues~~the ~~and~~asset, ~~expenses~~on ~~during~~an undiscounted basis, to the ~~reporting~~carrying ~~periods.~~value ~~Our~~of ~~significant~~the ~~estimates~~asset. ~~include: contingent~~If ~~purchase~~the ~~consideration~~undiscounted ~~valuation,~~cash ~~allowance~~flows ~~for~~exceed ~~credit~~the ~~losses~~carrying value, ~~valuation~~no ~~allowances~~impairment ~~related~~is toindicated. ~~deferred~~If ~~taxes,~~the ~~and~~undiscounted ~~assumptions~~cash ~~and~~flows ~~estimates~~do ~~used~~not toexceed ~~evaluate~~ the ~~recoverability~~carrying ofvalue, ~~goodwill~~then ~~and~~impairment, ~~other~~if ~~intangible~~any, ~~assets~~is ~~and~~measured as the ~~related~~difference ~~amortization~~between ~~methods~~fair value and ~~periods.~~carrying ~~Actual~~value, ~~results~~with ~~could~~fair ~~differ~~value ~~from~~typically ~~those~~based ~~estimates~~on a discounted cash flow model.

12. ~~Property~~Use ~~and~~of ~~Equipment~~Estimates

~~Property~~The preparation of financial statements in conformity with GAAP requires management to make estimates and ~~equipment~~assumptions ~~are~~that ~~carried~~affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at ~~cost,~~the ~~less~~date ~~accumulated~~of ~~depreciation~~the financial statements and ~~amortization~~the reported amounts of revenues and expenses during the reporting periods. ~~Depreciation~~Our issignificant ~~provided~~estimates ~~for~~include: the fair value of assets acquired and liabilities assumed in ~~amounts~~business ~~sufficient~~combinations, including identifiable intangible assets; allowance for credit losses; valuation allowances related to ~~relate~~deferred tax assets, including the ~~cost~~realizability of ~~depreciable~~acquired Canadian deferred tax assets; toassumptions ~~operations~~and ~~over~~estimates used to evaluate the ~~estimated~~recoverability ~~service~~of ~~lives,~~goodwill ~~principally~~and ~~using~~other ~~straight-line~~intangible ~~methods.~~assets ~~Leasehold~~and ~~improvements~~the ~~are~~related ~~amortized~~amortization ~~over~~methods and periods; the ~~shorter~~incremental borrowing rate used to measure right-of-use assets and lease liabilities; the ~~life~~fair value of stock-based compensation awards; and the ~~improvement~~assessment orof the ~~lease~~Company's ~~term~~ability to continue as a going concern, ~~using~~including ~~the~~projected ~~straight-line~~cash ~~method~~flows and available liquidity. Actual results could differ from those estimates.

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Filing Compare · CREATIVE REALITIES, INC.