United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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

Commission file number: 0-11104

NOBLE ROMAN’S, INC.

(Exact name of registrant as specified in its charter)

Indiana		35-1281154
(State or other jurisdiction of organization)		(I.R.S. Employer Identification No.)

6612 E. 75th Street, Suite 450
Indianapolis, Indiana		46250
(Address of principal executive offices)		(Zip Code)

(317) 634-3377

(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
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~June 255, ~~2025~~2026, there were 22,215,512 shares of Common Stock, no par value, outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

The following unaudited consolidated financial statements are included herein:

The following unaudited consolidated financial statements are included herein:

	Condensed consolidated balance sheets as of December 31, 2025 and March 31, 2026 (unaudited and unreviewed)	Page 3

	Condensed consolidated statements of operations for the three-month periods ended March 31, 2025 and 2026 (unaudited and unreviewed)	Page 4

	Condensed consolidated statements of changes in stockholders’ equity for the three-month periods ended March 31, 2025 and 2026 (unaudited and unreviewed)	Page 5

	Condensed consolidated statements of cash flows for the three-month periods ended March 31, 2025 and 2026 (unaudited and unreviewed)	Page 6

	Notes to condensed consolidated financial statements (unaudited and reviewed)	Page 7

The following unaudited consolidated financial statements are included herein:
Condensed consolidated balance sheets as of December 31, 2024 and September 30, 2025 (unaudited)		Page 3
Condensed consolidated statements of operations for the three-month and nine-month periods ended September 30, 2024 and 2025 (unaudited)		Page 4
Condensed consolidated statements of changes in stockholders’ equity for the three-month periods ended September 30, 2024 and 2025 and nine-month periods ended September 30, 2024 and 2025 (unaudited)		Page 5
Condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2024 and 2025 (unaudited)		Page 6
Notes to condensed consolidated financial statements (unaudited)		Page 7

Page 2

Table of Contents

Noble Roman’'s, Inc. and Subsidiaries

~~Condensed~~ Consolidated Balance Sheets

(Unaudited and Not Reviewed)

Assets	December 31,2024			September 30,2025
	December 31,			March 31,
Current assets:	(not reviewed)			(not reviewed)
Assets	2025			2026
Cash	$	710,227		$	719,500
Current assets:				(unreviewed)
Employee Retention Tax Credit Receivable		507,726			507,726
Cash	$	533,670		$	539,321
Accounts receivable - net		586,554			723,065
Employee Retention Tax Credit Receivable		527,948			527,948
Inventories		986,975			1,038,756
Accounts receivable - net		741,539			773,143
Prepaid expenses		194,902			264,271
Inventories		965,212			1,000,187
Total current assets		2,986,384			3,253,318
Prepaid expenses		478,262			556,549
Total current assets		3,246,631			3,397,148
Property and equipment:
Equipment		4,~~349~~463,~~205~~379			4,~~427~~499,~~934~~440
Leasehold improvements		3,~~142~~175,~~591~~507			3,~~178~~181,~~330~~294
		7,491,796			7,606,264
		7,638,886			7,680,734
Less accumulated depreciation and amortization		3,~~583~~979,~~276~~112			34,~~877~~082,~~732~~998
Net property and equipment		3,~~908~~659,~~520~~774			3,~~728~~597,~~532~~736
Deferred tax asset		3,~~532~~114,~~199~~727			3,~~230~~041,~~263~~295
Deferred contract cost		1,604,952			1,696,452
Deferred contract costs		1,699,935			1,689,451
Goodwill		278,466			278,466
Operating lease right of use assets		43,~~154~~322,~~804~~195			3,~~546~~114,~~069~~355
Other assets including long-term portion of receivables-net		303,922			350,956
Other assets		562,756			565,994
Total assets	$	1615,~~769~~894,~~247~~484		$	1615,~~084~~684,~~056~~445
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	~~840~~702,~~848~~207		$	~~470~~746,~~213~~292
Current portion of operating lease liability		~~870~~950,~~140~~409			~~976~~969,~~414~~806
Current portion of Corbel loan payable		15,~~066~~470,~~668~~824			5,~~691~~210,~~623~~593
Convertible notes payable					575,000
Current portion of subordinated notes payable		575,000			575,000
Warrant liability		~~538~~500,~~822~~000			~~517~~500,~~193~~000
Total current liabilities		38,~~316~~198,~~478~~440			8,~~230~~001,~~443~~691
Long-term obligations:
Term loan payable to Corbel net of current portion		5,551,738			-
Operating lease liabilities – net of current portion		2,564,162			2,314,923
Convertible notes payable		575,000			-
Deferred contract income		1,699,934			1,689,451
Operating lease liabilities - net of short-term portion		3,505,718			2,771,316
Total long-term liabilities		4,264,096			4,004,374
Deferred contract income		1,604,952			1,696,452
Total liabilities	$	12,462,536		$	12,006,065
Total long-term liabilities		11,237,408			4,467,768
Total liabilities		14,553,886			12,698,211
See Note 9 regarding Contingencies
Stockholders’ equity:
Common stock – no par value (40,000,000 shares authorized, 22,215,512 issued and outstanding as of December 31, 2024 and as of September 30, 2025)		24,867,778			24,896,957
Common Stock – no par value (40,000,000 shares authorized, 22,215,512 issued and outstanding as of December 31, 2025 and March 31, 2026)		24,911,141			24,925,043
Accumulated deficit		(2221,~~652~~479,~~417~~193	)		(21,~~511~~246,~~112~~663	)
Total stockholders equity		2,215,361			3,385,845
Total stockholders’ equity		3,431,948			3,678,380
Total liabilities and stockholders’ equity	$	1615,~~769~~894,~~247~~484		$	1615,~~084~~684,~~056~~445

See accompanying notes to condensed consolidated financial statements (unaudited).

Page 3

Table of Contents

Noble Roman’'s, Inc. and Subsidiaries

~~Condensed~~ Consolidated Statements of Operations

(Unaudited and Not Reviewed)

	Three months endedSeptember 30,						Nine months endedSeptember 30,
	Three-Months EndedMarch 31,
	2024			2025			2024			2025
	2025			2026
Revenue:	(not reviewed)			(not reviewed)			(not reviewed)			(not reviewed)
				(unreviewed)
Restaurant revenue - company-owned restaurants	$	2,195,167		$	2,286,707		$	6,413,242		$	6,630,583
Revenue:
Restaurant revenue - company-owned non-traditional		218,193			331,812			693,045			921,409
Restaurant revenue - company-owned Craft Pizza & Pub	$	2,019,418		$	2,094,417
Franchising revenue		1,437,664			1,467,655			4,298,703			4,367,815
Restaurant revenue - company-owned non-traditional		294,573			276,241
Administrative fees and other		29,142			57,479			45,959			64,433
Franchising revenue		1,445,908			1,519,025
Total revenue		3,880,166			4,143,653			11,450,949			11,984,240
Administrative fees and other		299			14,363
Operating expenses:
Total revenue		3,760,198			3,904,046
Restaurant expenses - company-owned restaurants		2,021,828			1,994,014			5,831,544			5,893,883
Operating expenses:
Restaurant expenses - company-owned non-traditional		269,675			303,929			730,723			871,523
Restaurant expenses - company-owned Craft Pizza & Pub		1,890,687			1,938,704
Franchising expenses		499,781			459,998			1,450,143			1,401,190
Restaurant expenses - company-owned non-traditional		293,111			269,328
Total operating expenses		2,791,284			2,757,941			8,012,410			8,166,596
Franchising expenses		546,447			419,128
Depreciation and amortization		96,068			97,949			288,634			294,998
Total operating expenses		2,730,245			2,627,160
General and administrative expenses		566,275			468,145			1,713,691			1,278,811
Depreciation and amortization		96,066			103,886
Defense against activist shareholder		9,916			552			29,458			9,132
General and administrative expenses		432,248			622,517
Total expenses		3,~~463~~258,~~543~~559			3,~~324~~353,~~588~~563			~~10,044,193~~			~~9,749,537~~
Operating income		~~416~~501,~~623~~639			~~819~~550,~~065~~483			~~1,406,756~~			~~2,234,703~~
Interest expense		~~415~~329,~~524~~754			~~405~~244,~~534~~521			~~1,244,889~~			~~1,158,870~~
Decrease in fair value of warrant		(192,215	)		(367,408	)		(1,828	)		(367,408	)
Income before income taxes		171,885			305,962
Income before income taxes		193,314			780,939			163,695			1,443,241
Income tax expense		41,252			73,432
Income tax expense		-			141,147			-			301,936
Net income	$	130,633		$	232,530
Net income	$	193,314		$	639,792		$	163,695		$	1,141,305
Earnings per share - basic
Earnings per share – basic:
Net income	$	.01		$	.01
Net income	$	0.01		$	0.03		$	0.01		$	0.05
Weighted average number of common shares outstanding		22,215,512			22,215,512
Weighted average number of common sharesoutstanding		22,215,512			22,215,512			22,215,512			22,215,512
Diluted earnings per share:
Diluted earnings per share:
Net income	$	.01		$	.01
Net income	$	0.01		$	0.03		$	0.01		$	0.04
Weighted average number of common shares outstanding		25,278,930			32,079,346
Weighted average number of common shares outstanding		24,149,723			25,966,081			24,368,453			25,966,081

See accompanying notes to condensed consolidated financial statements (unaudited).

Page 4

Table of Contents

Noble Roman’'s, Inc. and Subsidiaries

~~Condensed~~ Consolidated Statements of Changes in

Stockholders’' Equity

(Unaudited and Not Reviewed)

~~Nine~~Three Months Ended March 31, 2025:

September 30, 2025:

	Common Stock Shares Amount				Accumulated Deficit			Total
Balance at December 31, 2024		22,215,512	$	24,867,778	$	(22,652,417	)	$	2,215,361

Amortization of value of stock options				9,991					9,991

Net income for three months ended March 31, 2025		-		-		130,633			130,633

Balance at March 31, 2025		22,215,512	$	24,877,769	$	(22,521,784	)	$	2,355,985

	Common Stock				Accumulated
	Shares		Amount		Deficit			Total
Balance at December 31, 2024		22,215,512	$	24,867,778	$	(22,652,417	)	$	2,215,361
Net income for nine months ended September 30, 2025						1,141,305			1,141,305
Amortization of value of employee stock options				29,179					29,179
Balance at September 30, 2025		22,215,512	$	24,896,957	$	(21,511,112	)	$	3,385,845

Three Months Ended March 31, 2026 (unreviewed):

Three Months Ended

	Common Stock Shares Amount				Accumulated Deficit			Total
Balance at December 31, 2025		22,215,512	$	24,911,141	$	(21,479,193	)	$	3,431,948

Amortization of value of stock options				13,902					13,902

Net income for three months ended March 31, 2026		-		-		232,530			232,530

Balance at March 31, 2026		22,215,512	$	24,925,043	$	(21,246,663	)	$	3,678,380

~~September~~See ~~30,~~accompanying ~~2025:~~notes to condensed consolidated financial statements (unaudited)

	Common Stock				Accumulated
	Shares		Amount		Deficit			Total
Balance at June 30, 2025		22,215,512	$	24,887,761	$	(22,150,904	)	$	2,736,857
Amortization of value of employee stock options				9,196					9,196
Net income for three months ended September 30, 2025						639,792			639,792
Balance at September 30, 2025		22,215,512	$	24,896,957	$	(21,511,112	)	$	3,385,845

Nine Months Ended

September 30, 2024:

	Common Stock				Accumulated
	Shares		Amount		Deficit			Total
Balance at December 31, 2023		22,215,512	$	24,840,126	$	(22,649,243	)	$	2,190,883
Net income for nine months ended September 30, 2024						163,695			163,695
Amortization of value of employee stock options				17,661					17,661
Balance at September 30, 2024		22,215,512	$	24,857,787	$	(22,485,548	)	$	2,372,239

Three Months Ended

September 30, 2024:

	Common Stock				Accumulated
	Shares		Amount		Deficit			Total
Balance at June 30, 2024		22,215,512	$	24,846,109	$	(22,678,862	)	$	2,167,247
Amortization of value of employee stock options				11,678					11,678
Net income for three months ended September 30, 2024						193,314			193,314
Balance at September 30, 2024		22,215,512	$	24,857,787	$	(22,485,548	)	$	2,372,239

See accompanying notes to condensed consolidated financial statements (unaudited).

Page 5

Table of Contents

Noble Roman’'s, Inc. and Subsidiaries

~~Condensed~~ Consolidated Statements of Cash Flows

(Unaudited and Not Reviewed)

	Nine months endedSeptember 30,
OPERATING ACTIVITIES	Three Months EndedMarch 31,
	2024			2025
	2025			2026
OPERATING ACTIVITIES	(not reviewed)			(not reviewed)
				(unreviewed)
Net income	$	163,695		$	1,141,305
Net income (loss)	$	130,633		$	232,530
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Change in fair value of warrant		(1,828	)		(21,629	)
Amortization of value of stock options		9,991			13,902
Depreciation and amortization		~~288~~190,~~634~~148			~~294~~118,~~456~~656
Interest paid-in-kind		219,151			158,309
Deferred income taxes		41,252			73,432
Additional debt discount incurred					(556,362	)
Accretion of debt discount		153,425			263,153
Stock option expense		17,661			29,179
Amortization of right-of-use lease assets		575,720			608,736
Amortization of operating lease liabilities		(594,877	)		(628,128	)
Deferred income taxes		-			301,936
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable		~~386~~92,~~946~~835			(~~136~~31,~~511~~604	)
Inventories		~~(466~~3,774	)		(5134,~~781~~975	)
Prepaid expenses		~~155~~19,~~750~~754			(6978,~~369~~287	)
Deferred contract income net of deferred contract cost		(14,181	)		-
Other assets including long-term portion of receivables		(14,533	)		(3,239	)
Other assets including long-term portion of receivables		(27,828	)		(47,033	)
Net increase in operating lease liabilities and lease assets		(34,282	)		(12,001	)
(Decrease) in:
Increase (decrease) in accounts payable and accrued expenses		(315,717	)		44,085
Accounts payable and accrued expenses		(825,399	)		(370,635	)
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES		123,855			322,499
NET CASH PROVIDED BY OPERATING ACTIVITIES		496,403			915,626
INVESTING ACTIVITIES
Purchase of property and equipment		(6719,~~259~~445	)		(~~114~~41,~~468~~848	)
NET CASH USED IN INVESTING ACTIVITIES		(6719,~~259~~445	)		(~~114~~41,~~468~~848	)
FINANCING ACTIVITIES
Principal payments on Corbel term loan		(750,000	)		(791,885	)
Principal payment on Corbel loan		(250,000	)		(275,000	)
NET CASH USED IN FINANCING ACTIVITIES		(750,000	)		(791,885	)
NET CASH USED BY FINANCING ACTIVITIES		(250,000	)		(275,000	)
Decrease (increase) in cash		(320,856	)		9,273
(Decrease) Increase in cash		(145,590	)		5,651
Cash at beginning of period		~~872~~710,~~335~~227			~~710~~533,~~227~~670
Cash at end of period	$	~~551~~564,~~479~~637		$	~~719~~539,~~500~~321
Supplemental schedule of investing and financing activities
Cash paid for interest	$	~~901~~230,~~357~~184		$	~~683~~229,~~015~~750
Cash paid for income taxes	$	-		$	-

See accompanying notes to condensed consolidated financial statements (unaudited).

Page 6

Table of Contents

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 - The accompanying unaudited interim condensed consolidated financial statements, included herein, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated statements have been prepared in accordance with the Company’s accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 (the “~~2024~~2025 Form 10-K”) and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in that report. Unless the context indicates otherwise, references to the “Company” mean Noble Roman’s, Inc. and its ~~subsidiaries~~subsidiary.

In the opinion of the management of the Company, the information contained herein reflects all adjustments necessary for a fair presentation of the results of operations and cash flows for the interim periods presented and the financial condition as of the dates indicated, which adjustments are of a normal recurring nature. The results for the three-month ~~and~~period ~~nine-month periods~~ ended ~~September~~March 3031, ~~2025~~2026 are not necessarily indicative of the results to be expected for the full year ending December 31, ~~2025~~2026.

Significant Accounting Policies

~~Use~~There ofhave ~~Estimates: The~~been ~~preparation~~no ofsignificant ~~the~~changes ~~consolidated financial statements~~ in ~~conformity~~the ~~with~~Company's ~~United States generally accepted~~ accounting ~~principles~~policies ~~requires~~from ~~management~~those todisclosed ~~make estimates and assumptions that affect the amounts reported~~ in the ~~consolidated~~2025 ~~financial~~Form ~~statements and accompanying notes~~10-K. ~~Actual results could differ from those estimates.~~

~~During~~Note ~~the~~2 ~~first~~– ~~quarter~~Inventory consists of ~~2023,~~ingredient ~~the~~inventory ~~Company~~used ~~determined that it is entitled~~ to anmake ~~Employee~~products Retention Tax Credit (“ERTC”) of $1.718 million and has submitted amended Federal Form 941 returns claiming that refund. The ERTC refund is treated as a government grant reducing appropriate expenses for the $1.718 million less expenses for applying for the refund of $258,000, or a net of $1.46 million, which primarily affected the franchising venue as other operating expenses, a much smaller amount affected general and administrative expenses and approximately $83,000 of the refund affected the Company’s subsidiary, RH Roanoke. Although the refund was recorded in the ~~first quarter of 2023, it effectively reimbursed for expenses and lost revenue that occurred over several prior quarters. To date the~~ Company-owned ~~has received all five quarterly refunds for Roanoke~~restaurants, ~~Inc.~~marketing ~~and~~materials ~~three~~to ~~refunds~~sell ~~for~~to ~~2020~~franchisees and ~~one~~equipment ofinventory ~~the~~to ~~two~~be ~~quarterly~~used ~~refunds~~in ~~for~~future ~~2021~~locations ~~for~~at ~~Noble~~March ~~Roman’s~~31, ~~Inc.~~2026 ~~In recent communications, the Internal Revenue Service (the “IRS”) indicated the final refund claim had been received~~ and ~~was in process. As of September 30, 2025 and~~ December 31, ~~2024,~~2025 ~~the~~inventory ~~Company~~consisted ~~has~~of ~~507,726 included in employee retention tax credit receivable on~~ the ~~balance sheet~~following:

	As of 3/31/26		As of 12/31/25
Ingredient inventory used to make products in company locations	$	178,471	$	165,914
Marketing materials		40,320		30,035
Equipment inventory		781,395		769,263
Total	$	1,000,186	$	965,212

Note 3 – Royalties and fees included initial franchise fees of $72,483 (after deferral of $56,000 initial fees and amortization of $66,483 of previously deferred fees) for the three-month period ended March 31, 2026 and $63,779 (after deferral of initial fees of $37,500 and amortization of $45,142 of previously deferred fees) for the three-month period ended March 31, 2025. Royalties and fees included equipment commissions of $5,859 for the three-month period ended March 31, 2026 and $12,801 for the three-month period ended March 31, 2025. Royalties and fees, including amortized initial franchise fees and equipment commissions, were $1,510,493 for the three-month period ended March 31, 2026 and $1,445,908 for the three-month period ended March 31, 2025. Essentially all of the cost for the services required to be performed by the Company are incurred prior to the franchise fee income being recorded, which is based on a contractual liability of the franchisee.

At March 31, 2026, the deferred contract income and deferred contract cost was $1,689,451. Both balances are recognized in income and expense over the term of the underlying franchise agreement.

Page 7

Table of Contents

~~There~~At December 31, 2025 and March 31, 2026, the carrying values of the Company’s franchise receivables have been noreduced ~~significant~~to ~~changes~~anticipated inrealizable value. After considering this reduction of carrying value, the Company's ~~accounting~~anticipates ~~policies~~that ~~from~~substantially ~~those~~all ~~disclosed~~of inits accounts receivable reflected on the ~~2024~~consolidated ~~Form~~balance ~~10-K~~sheet as of March 31, 2026, will be collected although the Company does have a reserve of approximately $231,000 against those receivables.

~~Note~~During 2the –three-month ~~Inventory~~period ~~consists~~ended ofMarch ~~ingredient~~31, ~~inventory~~2026, ~~used~~there towere ~~make~~no ~~products in the~~ Company-~~owned~~operated ~~restaurants,~~or ~~marketing~~franchised ~~materials~~Craft toPizza ~~sell~~& toPub ~~franchisees~~restaurants ~~and~~opened ~~equipment~~or toclosed. beDuring ~~used~~the insame ~~future~~three-month ~~locations. At~~period ~~September~~nine ~~30,~~new ~~2025~~non-traditional ~~and~~outlets ~~December~~opened ~~31,~~and ~~2024~~one ~~inventory~~non-traditional ~~consisted~~outlet ~~of the following:~~closed.

	As of 12/31/24		As of 9/30/25
Ingredient inventory used to make products in company locations	$	171,793	$	178,392
Marketing materials		31,239		68,512
Equipment inventory		783,943		791,852
Total	$	986,975	$	1,038,756

Note 4 - Subsequent to the first quarter report, the Company, on June 10, 2026, entered into a Credit Agreement with Lake Forest Bank and Trust Company, N.A. for a new five-year term loan in the amount of $6,900,427.17 bearing interest of SOFR as defined in the agreement plus 4%, which was used to pay the remaining balance to Corbel Capital Partners SBIC, L.P., to repay the outstanding sub-debt of $500,000, to purchase and cancel all outstanding warrants owned by Corbel Capital Partners SBIC, L.P., plus all closing costs associated with that new loan and repayment of Corbel.

Note 35 ~~– Royalties and fees included initial franchise fees of $158,487 (after deferral of initial fees of $127,500 and amortizing $158,487 of previously deferred fees) for the nine~~-~~month~~ ~~period~~The ~~ended~~following ~~September~~table ~~30,~~sets ~~2025,~~forth ~~and $192,538 for~~ the ~~nine-month~~calculation ~~period ended September 30, 2024. Royalties and fees included initial franchise fees~~ of ~~$46,379~~basic ~~for the three-months ended September 30, 2025~~ and ~~$69,692~~diluted ~~for~~earnings ~~the~~per ~~three-month~~share ~~period ended September 30, 2024. Royalties and fees included equipment commissions of $43,269~~ for the ~~nine-month period ended September 30, 2025, and $104,456 for the nine-month period ended September 30, 2024. Royalties and fees included equipment commissions of $25,665 for the~~ three-~~months ended September 30, 2025 compared to $12,352 for the three-~~month period ended ~~September~~March 3031, ~~2024~~2026. Royalties and fees, including amortized initial franchise fees and equipment commissions, were $4.4 million for the nine-month period ended September 30, 2025, and $4.3 million for the nine-month period ended September 30, 2024. Royalties and fees including initial franchise fees and equipment commissions were $1.5 million for the three-month period ended September 30, 2025 compared to $1.4 million for the three-month period ended September 30, 2024.

At September 30, 2025, the deferred contract income and deferred contract cost was $1,696,452. The deferred contract income and deferred contract cost was $1,604,952 as of December 31, 2024. Both balances are recognized in income and expense over the term of the underlying franchise agreement.

	Three Months Ended March 31, 2026
	Income (Numerator)		Shares (Denominator)		Per-Share Amount
Net income	$	232,530		22,215,512	$	.01
Effect of dilutive securities
Stock and warrant dilution				8,713,834
Convertible notes		14,375		1,150,000	____
Diluted earnings per share
Net income	$	246,905		32,079,346	$	.01

At December 31, 2024 and September 30, 2025, the carrying values of the Company’s franchise receivables have been reduced to anticipated realizable value. After considering this reduction of carrying value, the Company anticipates that substantially all of its accounts receivable reflected on the consolidated balance sheet as of September 30, 2025, will be collected.

During the three-month and nine-month periods ended September 30, 2025 there were no Company-operated or franchised Craft Pizza & Pub restaurants opened or closed. There have been 31 new non-traditional locations opened January 1, 2025 through September 30, 2025. The Company currently expects franchisees to open approximately 27 non-traditional franchise locations prior to December 31, 2025. Of these 27 expected, approximately eight were opened in October. During the period January 1, 2025 through September 30, 2025 there were two units closed and as of now we have no information about any other units closing.

Note 4 –The Company is pursuing plans for new financing to repay the loan from Corbel Capital Partners SBIC, L.P. (“Corbel”) and to repay the subordinated notes. There can be no assurance that the Company will be able to obtain the financing as planned. However, based on its credit metrics, including its recent and forecasted earnings before interest, taxes and depreciation and amortization, the Company believes it will be able to complete the refinancing. Based on terms indicated in ongoing discussions between the Company and potential lenders, the Company currently expects the refinancing will result in some reduction in its effective interest rate and will not require any equity-dilutive provisions such as were included in its current financing arrangement with Corbel.

Page 8

Table of Contents

~~Note 5 -~~ The following table sets forth the calculation of basic and diluted ~~earnings~~loss per share for the three-month ~~periods~~period ended ~~September~~March 3031, 2025 ~~and September 30, 2024~~:

	Three Months Ended September 30, 2025
	Three Months Ended March 31, 2025
	Income(Numerator)		Shares(Denominator)		Per-ShareAmount
Net income	$	~~639~~171,~~792~~926		22,215,512	$	0.0301
Effect of dilutive securities
Stock option and warrant dilution				2,600,569
Stock and warrant dilution				1,913,418
After-tax interest on convertible notes		14,375
Convertible notes		14,375		1,150,000	____
Convertible notes				1,150,000
Diluted earnings per share
Net income	$	~~654~~186,~~167~~301		25,~~966~~278,~~081~~930	$	0.0301

	Three Months Ended September 30, 2024
	Income(Numerator)		Shares(Denominator)		Per-ShareAmount
Net income	$	193,314		22,215,512	$	0.01
Effect of dilutive securities
Stock option and warrant dilution				684,211
After-tax interest on convertible notes		14,375
Convertible notes				1,250,000
Diluted earnings per share
Net income	$	207,689		24,149,723	$	0.01

Note 6 - At March 31, 2026, the balance of the Senior Note was comprised of:

The following table sets forth the calculation of basic and diluted earnings per share for the nine-month periods ended September 30, 2025 and September 30, 2024:

Principal	$	5,578,179
Unamortized Loan Closing Cost	$	(367,586	)
Carrying Value	$	5,210,593

	Nine Months Ended September 30, 2025
	Income(Numerator)		Shares(Denominator)		Per-ShareAmount
Net income	$	1,141,305		22,215,512	$	0.05
Effect of dilutive securities
Stock option and warrant dilution				2,600,569
After-tax interest on convertible notes		43,125
Convertible notes				1,150,000
Diluted earnings per share
Net income	$	1,184,430		25,966,081	$	0.05

All Senior Note payments are current.

Note 7 – The Company, from time to time, is or may become involved in litigation or regulatory proceedings arising out of its normal business operations. Currently, there are no such pending proceedings which the Company considers to be material.

There are no commitments to any key executives or officers beyond an employment agreement with each of the Executive Chairman & Chief Financial Officer and the President & Chief Executive Officer.

Note 8 – Deferred tax asset of $3.0 million was remaining at March 31, 2026 and a provision for income taxes at an effective rate of 24% was reflected on the operating statement for the three-month period ended March 31, 2026 which was used to reduce the deferred tax asset. Based on current operations and company projections, the deferred tax asset of $3.0 million is more likely than not to be used up over the next five years, therefore no allowance was deemed necessary as of March 31, 2026.

Note 9 - There were no material changes to the Company’s operating lease arrangements during the three months ended March 31, 2026. The Company continues to operate under operating leases for its corporate office and nine Craft Pizza & Pub locations, with a weighted-average remaining lease term of approximately 43 months (excluding renewal options).

Note 10. The Company has reviewed all transactions to which the Company and officers and directors of the Company are a party or have a financial interest. The board of directors of the Company has adopted a policy that all transactions between the Company and its officers, directors, principal shareholders and other affiliates must be approved by a majority of the Company’s disinterested directors and be conducted on terms no less favorable to the Company than could be obtained from unaffiliated third parties.

Page 9

Table of Contents

	Nine Months Ended September 30, 2024
	Income (loss)(Numerator)		Shares(Denominator)		Per-ShareAmount
Net income	$	163,695		22,215,512	$	0.01
Effect of dilutive securities
Stock option and warrant dilution				902,941
After-tax interest on convertible notes		43,125
Convertible notes				1,250,000
Diluted earnings per share
Net income	$	206,820		24,368,453	$	0.01

Note 11 – Stock-Based Compensation - The Company recognized stock-based compensation expense of $13,902 for the three months ended March 31, 2026.

~~Note~~There 6were –no Onstock ~~February~~options 7,granted ~~2020,~~and ~~the~~none ~~Company~~forfeited ~~entered into a Senior Secured Promissory Note~~ and ~~Warrant~~none ~~Purchase~~exercised ~~Agreement~~during ~~(as amended,~~ the ~~“Agreement”)~~three-month ~~with~~period ~~Corbel~~ended ~~pursuant~~March ~~to which~~31, ~~among~~2026. ~~other things~~Accordingly, the ~~Company~~outstanding ~~issued~~options ~~to Corbel a senior secured promissory note (~~as ~~amended, the “Senior Note”) in the initial principal amount~~ of ~~$8.0~~March million. The Company used the net proceeds of the Agreement as follows: (i) $4.2 million was used to repay the Company’s then-existing bank debt which was in the original amount of $6.1 million; (ii) $131,~~275,000~~ ~~was~~2026 ~~used to repay the portion of the Company’s existing subordinated convertible debt the maturity date of which most had not previously been extended; (iii) payment of debt issuance costs;~~ and ~~(iv)~~December ~~the~~31, ~~remaining~~2025 ~~net proceeds~~ were ~~used for working capital or other general corporate purposes~~3, ~~including development of new Company-owned Craft Pizza & Pub locations~~973,834.

~~The Senior~~ Note ~~bears~~12 ~~cash~~– ~~interest~~Segment ofReporting ~~SOFR,~~- asThe ~~defined~~Company inaccounts ~~the~~for ~~Agreement,~~segment ~~plus~~reporting ~~9.0%~~in accordance with noASC ~~PIK~~Topic ~~interest~~280, Segment Reporting. ~~The~~Operating ~~interest~~segments ~~rate~~are atcomponents ~~September~~of ~~30,~~an ~~2025~~enterprise ~~was~~for ~~13.25%.~~which ~~Interest~~separate financial information is ~~payable~~available inand ~~arrears~~regularly onreviewed by the ~~last~~chief ~~calendar~~operating ~~day~~decision ofmaker ~~each~~("CODM") ~~month~~in deciding how to allocate resources and assess performance. ~~The~~For ~~Senior~~details ~~Note~~of ~~matures~~revenue onand ~~June~~expenses ~~30,~~by ~~2026.~~segment ~~The~~see ~~Senior~~charts ~~Note~~on ~~requires~~pages ~~principal~~15 ~~payments~~and of16 ~~$91,667~~in ~~per~~this ~~month~~Form 10-Q.

~~In conjunction with the borrowing under the Senior Note, the Company issued to Corbel a warrant (as amended the “Original Corbel Warrant”) to purchase up to 2,250,000 shares of Common Stock.~~ The ~~Original Corbel Warrant entitles Corbel to purchase from the~~ Company, atgenerates ~~any~~revenue ~~time or~~ from time to time: (i) 1,200,000 shares of Common Stock at an exercise price of $0.10 per share (“Tranche 1”), (ii) 900,000 shares of Common Stock at an exercise price of $0.10 per share (“Tranche 2”), and (iii) 150,000 shares of Common Stock at an exercise price of $0.10 per share (“Tranche 3”). The estimated fair value of the ~~Original~~following ~~Corbel~~primary Warrants on date of agreement was $29,037. The fair value was recorded as a discount to the notes and is accreted through interest expense over the term of the notes. The fair value of the Original Corbel Warrants was considered a liability that is required to be remeasured at each reporting period with the change recorded in earnings. sources:

~~Upon~~Restaurant extension of the Senior Note in April 2025, the Company issued an additional Warrant to Corbel to purchase up to 750,000 additional shares at an exercise price of $0.10 per share and issued another Warrant for 500,000 shares in August 2025 and 250,000 shares in September 2025 and agreed to issue an additional 250,000 warrants each 30 days as long as the debt is still outstanding at an exercise price of $0.10 per share prior to the repayment of the Senior Note (collectively, the “New Corbel Warrants”). Cashless exercise is only permitted with respect to Tranche 3 of the Original Corbel Warrant and the New Corbel Warrants. Corbel has the right, within eight months after the issuance of any shares under the Original Corbel Warrant or the New Corbel Warrants, to require the Company to repurchase such shares for cash or for put notes, at the Company's discretion. The Original Corbel Warrant expires in 2027. The New Corbel Warrants expire on the fifth anniversary of the date of their issuance. The Company was in compliance with the Agreement as of September 30, 2025. The fair value of the New Corbel Warrants was considered a liability that is required to be remeasured at each reporting period with the change recorded in earnings. The estimated value of each of these warrants is accounted for as debt discount and is amortized over the period until the Notes mature. The fair value of warrants were based on the Black Scholes calculation with a stock price of $0.18 per share, exercise price of $0.10 per share and risk free interest rate of 3.74.Revenue

Restaurant revenue consists primarily of food and beverage sales from Company-owned Craft Pizza & Pub locations and Company-operated non-traditional locations. Revenue is recognized at the point in time when food and beverage products are provided to customers. Payment is generally received at the time of sale through cash, credit card, or other electronic payment methods.

Franchise Royalties

The Company enters into franchise agreements that generally provide for ongoing royalty fees based on a percentage of franchisee sales. Royalty revenue is recognized as the underlying franchise sales occur because the nature of the Company's performance obligation is to provide ongoing access to the Company's intellectual property and franchise system. Royalty revenue is generally billed and collected weekly through automated clearing house (ACH) withdrawals.

Initial Franchise Fees

Initial franchise fees are received upon execution of franchise agreements. Because the initial franchise fee does not represent a separate performance obligation, the fee is deferred and recognized over the term of the related franchise agreement, which is generally ten years, as the Company satisfies its ongoing performance obligations to the franchisee.

Equipment Commissions

The Company assists franchisees in arranging equipment purchases from third-party vendors and earns commissions on certain equipment sales. Revenue is recognized when the underlying equipment transaction is completed and the Company's performance obligation has been satisfied.

Manufacturer and Distributor Allowances

The Company receives consideration from approved manufacturers and distributors related to the use of the Company's proprietary recipes, formulas, specifications, and approved product programs. Revenue from these arrangements is recognized as the underlying product sales occur based on sales reports received from distributors and manufacturers.

Administrative Fees and Other Revenue

Administrative fees and other revenue primarily consist of various franchise-related charges and other miscellaneous revenue streams and are recognized when the related services are performed or when the Company's performance obligations have been satisfied.

Disaggregation of Revenue

The following table disaggregates revenue by major revenue source for the quarter ended March 31:

Revenue Source	2026		2025
Company-owned Craft Pizza & Pub restaurant revenue	$	2,094,417	$	2,019,418
Company-owned non-traditional restaurant revenue		276,241		294,573
Franchising revenue (including royalties, franchise fee amortization, manufacturer allowances, equipment commissions and other franchise-related revenue)		1,519,025		1,445,908
Administrative fees and other revenue		14,363		299
Total Revenue	$	3,904,046	$	3,760,198

The Company's CODM is its Chief Executive Officer.

The Company has identified two reportable operating segments:

·	Franchising – Consists primarily of franchise royalties, franchise fee revenue, manufacturer and distributor allowances, equipment commissions, and related support activities.

·	Company-Owned Restaurants – Consists of the operations of Company-owned Craft Pizza & Pub locations and Company-operated non-traditional restaurant locations.

The CODM evaluates segment performance primarily based on segment revenue, segment operating expenses, and segment contribution margin. General corporate expenses, depreciation and amortization, interest expense, income taxes, and certain other corporate-level items are not allocated to operating segments for purposes of evaluating segment performance.

For income and expense performance please refer to the margin statements on pages 15 and 16.

Page 10

Table of Contents

The estimated fair value of the Original Corbel Warrant and New Corbel Warrant liability was $517,193 on September 30, 2025 and $523,219 on June 30, 2025. Corbel and its affiliates held warrants to purchase up to 3,250,000 shares, according to the information provided to the Company in Schedule 13GA filed with the SEC on July 25, 2025 by Corbel and in accordance with the terms of the Warrants held by Corbel. However, in the applicable Warrants Corbel agreed that only warrants for 9.99999% of the outstanding shares of common stock are exercisable (the “Warrant Blocker”). Taking into account the Warrant Blocker, at the current time only warrants for up to 2,468,362 shares are exercisable.

At September 30, 2025, the balance of the Senior Note was comprised of:

Principal	$	6,128,181
Unamortized Warrant Discount and Loan Closing Cost		436,558
Carrying Value	$	5,691,623

For the three-month and nine-month periods ended September 30, 2025, total interest expense on the senior note was $405,534 and $1,158,870, respectively, which included PIK interest, non-cash accretion of the warrant discount and loan closing cost of $203,542 and $263,153. For the three-month and nine-month periods ended September 30, 2024, total interest expense was $351,004 and $1,069,816, respectively including PIK interest, non-cash accretion of the warrant discount and loan closing cost of $113,433 and $343,532.

Note 7 – The Company, from time to time, is or may become involved in litigation or regulatory proceedings arising out of its normal business operations.

Currently, there are no such pending proceedings which the Company considers to be material.

There are no commitments to any key executives or officers beyond an employment agreement with each of the Executive Chairman and Chief Financial Officer and the President and Chief Executive Officer.

Note 8 – Deferred tax asset of $3.263 million was remaining at September 30, 2025 and a provision for income taxes at an effective rate of 24% was reflected on the operating statement for the three-months ending September 30, 2025 of $141,000 and the nine-months ending September 30, 2025 of $302,000 which was used to reduce the deferred tax asset. The deferred tax asset of $3.263 million is more likely than not to be used up over the next five years, therefore no allowance was deemed necessary as of September 30, 2025.

Note 9 – There were no material changes to the Company’s operating lease arrangements during the nine months ended September 30, 2025. The Company continues to operate under operating leases for its corporate office and nine Craft Pizza & Pub locations, with a weighted-average remaining lease term of approximately 49 months (excluding renewal options) and a weighted-average discount rate of 7%.

Page 11 Table of Contents

Of the 48 Units sold in the private placement which began in October 2016, three Units were purchased by Paul W. Mobley, Executive Chairman, and four Units were purchased by Marcel Herbst, Director, via Herbst Capital Management, LLC. Each Unit consists of a Note in the principal amount of $50,000 and a Warrant to purchase 50,000 shares of the Company’s Common Stock. These transactions were all on the same terms and conditions as all of the independent investors who purchased the other 41 Units. The Notes, at the time of issue, were to mature three years after issue date. In late 2018, the Company sent an offer to each remaining Note holder offering to extend the maturity of the Notes to January 31, 2023. Holders of $775,000 in principal amount of the Notes accepted that offer of extension including the Notes held by Paul W. Mobley and Herbst Capital Management, LLC. In conjunction with the refinancing of the Company in February 2020, Notes held by Paul Mobley were included in the $1,275,000 in principal amount of Notes that were repaid out of the proceeds of the new financing. In September 2022, Paul Mobley bought a subordinated note in principal amount $200,000 from Marcel Herbst along with attached warrants. In 2023 through September 2025, Paul Mobley received the 10% interest from the Company at the same time as all other subordinated debt holders were paid their interest. In February 2025, Paul Mobley purchased from Robert and Diane Paul a subordinated Note in the amount of $100,000 along with attached Warrants and through September Paul Mobley received the 10% interest from the Company at the same time as all other subordinated debt holders were paid their interest.

Note 11 – Stock-Based Compensation

The Company recognized stock-based compensation expense of $9,196 and $11,678 for the three months ended September 30, 2025 and 2024, respectively, and $29,179 and $17,661 for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, unrecognized compensation costs related to uninvested stock options was $87,203 which will be recognized over a weighted average period of 2.25 years.

There were 490,000 stock options granted and 62,500 forfeitures and none exercised during the nine-month period ended September 30, 2025. Accordingly, the outstanding options as of September 30, 2025 were 4,341,334 compared to 3,913,834 as of December 31, 2024.

Note 12 – Segment Reporting

The Craft Pizza & Pub venue had revenue for the three-month and nine-month periods ended September 30, 2025 of $2.3 million and $6.6 million compared to $2.2 million and 6.4 million for the comparable periods in 2024. Total expenses for that segment for the three-month and nine-month periods ended September 30, 2025 were $2.0 million and $5.9 million compared to $2.0 million and $5.8 million for the comparable periods in 2024.

The franchising venue had revenue for the three-month and nine-month periods ended September 30, 2025 of $1.5 million and $4.4 million compared to $1.4 million and $4.3 million for the comparable periods in 2024. Total expenses for that segment for the three-month and nine-month periods ended September 30, 2025 were $459,000 and $1.4 million compared to $500,000 and $1.5 million for the comparable periods in 2024

The company-owned non-traditional venue had revenue for the three-month and nine-month periods ended September 30, 2025 of $332,000 and $921,000 compared to $218,000 and $693,000 for the comparable periods in 2024. Total expenses for that segment for the three-month and nine-month periods ended September 30, 2025 were $304,000 and $872,000 compared to $270,000 and $731,000 for the comparable periods in 2024.

Note 13 - In October and November 2025 the Company issued New Corbel warrant for the purchase of an additional 500,000 shares in the aggregate of an exercise price of $0.10 per share.

Page 12 Table of Contents

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Noble Roman’s, Inc., an Indiana corporation incorporated in 1972, sells and services franchises, operates Company-owned stand-alone restaurants and non-traditional foodservice operations under the trade names “Noble Roman’s Craft Pizza & Pub,” “Noble Roman’s Pizza,” “Noble Roman’s Take-N-Bake,” and “Tuscano’s Italian Style Subs.” References in this report to the “Company” are to Noble Roman’s, Inc. and its wholly-owned subsidiaries, unless the context requires otherwise. The Company’s only operating subsidiary is RH Roanoke, Inc., which operates a Company-owned non-traditional location.

The Company has been operating and franchising Noble Roman’s Pizza operations in a variety of stand-alone and non-traditional locations across the country since 1972. Its first Craft Pizza & Pub location opened in January 2017 as a Company-operated restaurant in a northern suburb of Indianapolis, Indiana. Since then, the Company opened a total of eight more Company-operated Craft Pizza & Pub locations in 2017, 2018, 2020 and 2021. The Company-operated locations serve as the base for what it sees as a significant potential future growth driver, byincluding additional Company operated locations and franchising its full-service restaurant format to experienced, multi-unit restaurant operators with a track record of success. In addition to the nine Company-operated Craft Pizza & Pub locations, ~~third-party~~during ~~franchisees~~2019 ~~opened~~and ~~three~~2020 ~~franchised~~the ~~locations~~Company ~~during~~opened ~~2019~~three ~~and~~franchised ~~2020~~locations. Today, in total, there are 12 Craft Pizza & Pub locations in operation.

Page 11

Table of Contents

Noble Roman’s Pizza for Non-Traditional Locations

In 1997, the Company started franchising non-traditional locations (a Noble Roman’s pizza operation within some other host business or activity with existing traffic) such as entertainment facilities, hospitals, convenience stores and other types of facilities. Today the Company is focusing primarily on convenience stores and travel plazas for rapid expansion of its non-traditional franchises. These locations offer ~~traditional~~the ~~Noble~~two ~~Roman’s~~pizza ~~style~~styles ~~pizzas~~the Company started with in 1972, along with its great tasting, high quality ingredients and menu extensions.

The hallmark of Noble Roman’s Pizza for non-traditional locations is “Superior quality that our customers can taste.” Every ingredient and process has been designed with a view to produce superior results.

	·	A fully-prepared pizza crust that captures the made-from-scratch pizzeria flavor which gets delivered to non-traditional locations in a shelf-stable condition so that dough handling is no longer an impediment to a consistent product, which otherwise is a challenge in non-traditional locations.
	·	Fresh packed, uncondensed and never cooked sauce made with secret spices and vine-ripened tomatoes in all venues.
	·	100% real cheese blended from mozzarella and Muenster, with no additives or extenders.
	·	100% real meat toppings, with no soy additives or extenders, a distinction compared to many pizza concepts.
	·	Vegetables (like onions and green peppers) and mushrooms for pizzas are sliced and delivered fresh, never canned.
	·	An extended product line that includes breadsticks and cheesy stix with dip, pasta, baked sandwiches, salads, wings and a line of breakfast products.
	·	The fully-prepared crust also forms the basis for the Company’s Take-N-Bake pizza for use as an add-on component for its non-traditional franchise and licensing base.

~~Page~~Revenue 13from ~~Table~~the franchising venue declined in 2021 and early 2022 due to the number of ~~Contents~~government-forced closures in an attempt to prevent the spread of COVID. The franchising section was made up of a number of franchises located in all types of entertainment facilities such as bowling centers and family entertainment centers. The regulations varied in different states but for the most part closing orders were in effect for two years after which most of those franchisees did not have the financial means of reopening.

~~Revenue~~The ~~from~~Company ~~the~~refocused ~~franchising~~its ~~venue~~development ~~declined~~plans intoward ~~2021~~selling ~~and~~more ~~early~~non-traditional ~~2022~~franchises ~~due~~as a result of the pandemic coming to an end and the ~~number~~owners of ~~government~~non-~~forced~~traditional ~~closures~~locations inbecoming anmore ~~attempt~~willing to ~~prevent~~look ~~the~~at ~~spread~~expansion ofoptions ~~COVID~~and to invest in their growth. The ~~franchising~~focus ~~venue~~on ~~was~~selling ~~made~~more upnon-traditional offranchise alocations, ~~number~~including ofseveral ~~franchises~~locations ~~located~~with inhigher-than-average ~~all~~potential ~~types~~volumes, ofis ~~entertainment~~proceeding. ~~facilities~~The ~~such~~Company ashas ~~bowling~~sold ~~centers~~many units yet to be opened and ~~family~~still ~~entertainment~~has ~~centers. The~~a ~~regulations~~significant ~~varied~~pipeline of prospects to expand the number of non-traditional franchise locations in ~~different~~operation. ~~states~~In ~~but~~October ~~for~~2023, the ~~most~~Company ~~part~~entered ~~closing~~into ~~orders~~a ~~were~~Development inAgreement ~~effect~~with ~~for~~Majors ~~two~~Management, ~~years~~LLC ~~after~~(“Majors”) ~~which~~for ~~most~~100 offranchise ~~those~~locations ~~franchisees~~to ~~did~~be ~~not~~developed ~~have~~over the ~~financial~~succeeding ~~means~~three ~~of reopening~~years.

~~The~~Page ~~Company~~12 ~~refocused~~Table ~~its development plans toward selling more non-traditional franchises in the convenience store venue as a result~~ of the pandemic coming to an end and the owners of convenience store and travel plaza locations becoming more willing to look at expansion options and to invest in their growth. The Company continues to focus on selling more non-traditional franchise locations, including several locations with higher-than-average potential volumes. The Company has sold many units yet to be opened and still has a significant pipeline of prospects to expand the number of non-traditional franchise locations in operation. Since the beginning of 2022 franchisees of the company opened approximately 165 new locations while closing 22 locations during that same period with plans for the franchisees to open approximately 27 additional locations before the end of 2025.Contents

Noble Roman’s Craft Pizza & Pub

The Noble Roman’s Craft Pizza & Pub format incorporates many of the basic elements first introduced in 1972 but in a modern atmosphere with up-to-date baking technology and equipment to maximize speed, enhance quality and perpetuate the taste customers love and expect from a Noble Roman’s.

The Noble Roman’s Craft Pizza & Pub provides for a selection of ~~approximately~~over 40 different toppings, cheeses and sauces from which to choose. Beer and wine also are featured, with 16 different beers on tap including both national and local craft selections. Wines include 16 affordably priced options by the bottle or glass in a range of varietals. Beer and wine service is provided at the bar and throughout the dining room.

The Company designed the system to enable fast cook times, with oven speeds running approximately three minutes for traditional pizzas and 5.75 minutes for Sicilian pizzas. Popular pizza favorites such as pepperoni are options on the menu but also offered is a selection of Craft Pizza & Pub original pizza creations. The menu also features a selection of contemporary and fresh, made-to-order salads and fresh-cooked pasta. The menu also incorporates baked sub sandwiches, hand-sauced boneless wings and a selection of desserts, as well as Noble Roman’s famous Breadsticks with Delicious Cheese Sauce, most of which have been offered in its locations since 1972. ~~Salad~~ In 2022, new salad bars ~~have~~were ~~also~~rolled ~~been~~out ~~added~~over totime across all ~~company~~Company-operated ~~locations~~restaurants.

Page 14 Table of Contents

Additional enhancements include a glass enclosed “Dough Room” where Noble Roman’s Dough Masters hand make all pizza and breadstick dough from scratch in customer view. Kids and adults enjoy Noble Roman’s self-serve root beer tap, which is also part of a special menu for customers 12 and younger. Throughout the dining room and the bar area there are many giant screen television monitors for sports and the nostalgic black and white shorts featured in Noble Roman’s since 1972.

The Company designed its curbside service for carry-out customers, called “Pizza Valet Service,” to create added value and convenience. With Pizza Valet Service, customers place orders ahead, drive into the restaurant’s reserved valet parking spaces and have their pizza run to their vehicle by specially uniformed pizza valets. Customers who pay when they place their orders are able to drive up and leave with their order very quickly without stepping out of their vehicle. ~~With~~ ~~the~~For ~~fast~~those ~~baking~~who ~~times,~~choose ~~the~~to ~~entire~~pay ~~experience,~~after ~~from~~they ~~order~~arrive, topizza ~~pick-up~~valets can take ascredit ~~little~~card aspayments ~~12 minutes. The Company’s continued focus~~ on ~~quality~~their ~~service~~mobile ~~and~~payment ~~speed~~devices inright ~~the~~at ~~Craft Pizza and Pub locations has resulted in May 2025 being~~ the ~~most~~customer’s ~~profitable month of operations on a combined basis since August 2022~~vehicle. In ~~addition,~~With ~~same store sales during~~ the ~~third~~fast ~~quarter~~baking ~~2025~~times, ~~increased by 4.2% over~~ the ~~corresponding~~entire ~~quarter~~experience, afrom ~~year~~order ~~ago. Same~~to ~~store sales during the first nine months of 2025 are~~ pick-up ~~3.4%~~can ~~over~~take ~~the~~as ~~corresponding~~little ~~period~~as in12 ~~2024~~minutes.

Business Strategy

The Company is focused on revenue expansion while carefully managing corporate-level overhead expenses. The Company’s development plans stress selling more non-traditional franchises with the pandemic coming to an end and the owners of non-traditional host facilities looking to expand their options ~~and~~ to invest in their growth. The Company has a significant pipeline of leads and prospects for future non-traditional franchise sales as well as a significant number of franchised locations sold but not yet open.

~~The~~Page ~~initial~~13 ~~franchise~~Table ~~fees,~~of ~~or upfront fees, for a Noble Roman’s Pizza non-traditional location or a Craft Pizza & Pub location are as follows:~~ Contents

		Non-Traditional Except Hospitals				Non-TraditionalHospitals				TraditionalStand-Alone
Either a Noble Roman’s Pizza or Craft Pizza & Pub		$	7,500			$	10,000			$	30,000

The initial franchise fees for a Noble Roman’s Pizza non-traditional location or a Craft Pizza & Pub location are as follows:

The franchise fees are paid upon signing the franchise agreement and recorded in deferred income which begins amortizing into income over the life of the contract from the time the location opens for business and, when paid, are non-refundable in consideration of the administration and other expenses incurred by the Company in granting the franchises. For Craft Pizza & Pub franchises, the initial upfront fee is $30,000 for the first location, $25,000 for a franchisee’s second location and $20,000 for all locations thereafter.

		Non-Traditional				Traditional Stand-Alone
Either a Noble Roman’s Pizza or Craft Pizza & Pub		$	2,750			$	30,000

~~Page~~The 15franchise ~~Table~~fees are paid upon signing the franchise agreement and recorded in deferred income which begins amortizing into income over the life of ~~Contents~~the contract from the time the location opens for business and, when paid, are non-refundable in consideration of the administration and other expenses incurred by the Company in granting the franchises.

Business Operations

Distribution

The Company’s proprietary ingredients are manufactured pursuant to the Company’s specifications or recipes by third-party manufacturers under contracts between the Company and its various manufacturers. These contracts require the manufacturers to produce ingredients meeting the Company’s specifications and to sell them to Company-approved third-party distributors at prices negotiated between the Company and the manufacturer.

The Company has third-party distributors strategically located throughout the United States. The agreements require the distributors to maintain adequate inventories of all ingredients necessary to meet the needs of the Company’s franchisees in their distribution areas for weekly deliveries to the franchisee. Each of the primary distributors purchases the ingredients from the manufacturers at prices negotiated between the Company and the manufacturers, but under payment terms agreed upon by the manufacturers and the distributor, and distributes the ingredients to the franchisee at a price determined by the distributor agreement. Payment terms to the distributor are agreed upon between each franchisee and the respective distributor.

Financial Summary

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates. The Company periodically evaluates the carrying value of its assets, including property, equipment and related costs, accounts receivable and deferred tax assets, to assess whether any impairment indications are present. If any impairment of an individual asset is evident, a charge will be provided to reduce the carrying value to its estimated fair value.

Page 14

Table of Contents

The following table sets forth the revenue, expense and margin contribution of the Company’s Craft Pizza & Pub venue and the percentage relationship to its revenue:

	Three months ended September 30,								Nine months ended September 30,
	Three Months ended March 31,
Description	2024				2025				2024				2025
	2025				2026
Revenue	$	2,~~195~~019,~~167~~418	100.0	%	$	2,~~286~~094,~~707~~417	100.0	%	$	~~6,413,242~~	~~100~~	%	$	~~6,630,583~~	~~100~~	%
Cost of sales		~~469~~416,~~197~~267	2120.46			~~475~~405,~~841~~963	2019.84			~~1,350,131~~	~~21.1~~			~~1,371,714~~	~~20.7~~
Salaries and wages		~~632~~599,~~823~~151	2829.87			~~633~~583,~~856~~266	27.78			~~1,855,157~~	~~28.9~~			~~1,857,944~~	~~28.0~~
Facility cost including rent, common area and utilities		~~410~~404,~~624~~006	1820.70			~~420~~433,~~676~~255	1820.47			~~1,191,496~~	~~18.6~~			~~1,242,025~~	~~18.7~~
Packaging		7067,~~765~~701	3.24			7470,~~238~~102	3.253			~~199,838~~	~~3.1~~			~~218,458~~	~~3.3~~
Third-party delivery fees		45,156	2.1			37,539	1.6			146,640	2.3			142,823	2.2
Delivery fees		64,205	3.2			99,937	4.8
All other operating expenses		~~393~~339,~~263~~357	1716.98			~~351~~346,~~863~~182	1516.45			~~1,088,282~~	~~16.9~~			~~1,060,920~~	~~16.0~~
Total expenses		21,~~021~~890,~~828~~687	9293.17			1,~~994~~938,~~013~~705	8792.25			~~5,831,544~~	~~90.9~~			~~5,893,883~~	~~88.9~~
Margin contribution	$	~~173~~128,~~339~~731	76.94	%	$	~~292~~155,~~694~~712	127.85	%	$	~~581,698~~	~~9.1~~	%	$	~~736,700~~	~~11.1~~	%

~~Revenue~~The isfollowing ~~recognized~~table insets forth the ~~Craft~~revenue, ~~Pizza~~expense &and ~~Pub~~margin contribution of the Company's franchising venue asand itthe ispercentage ~~incurred~~relationship byto ~~each~~its ~~location.~~revenue:

Page 16 Table of Contents

	Three Months ended March 31,
	2025				2026
Royalties and fees from franchising	$	1,445,908	100.0	%	$	1,519,025	100.0	%
Salaries and wages		211,106	14.6			201,214	13.2
Franchisee promotion expense		60,000	4.1			40,138	2.6
Insurance		87,235	6.0			75,212	5.0
Travel and auto		33,385	2.3			26,425	1.7
All other operating expenses (benefit)		154,721	10.8			76,139	5.1
Total expenses		546,447	37.8			419,128	27.6
Margin contribution	$	899,461	62.2	%	$	1,099,897	72.4	%

The following table sets forth the revenue, expense and margin contribution of the Company’s franchising venue and the percentage relationship to its revenue:

	Three months ended September 30,								Nine months ended September 30,
Description	2024				2025				2024				2025
Royalties and fees franchising	$	1,437,697	100	%	$	1,467,655	100	%	$	4,298,703	100	%	$	4,367,815	100	%
Salaries and wages		222,910	15.5			222,822	15.2			685,321	15.9			608,789	13.9
Franchise promotion expense		60,105	4.2			22,172	1.5			180,682	4.2			111,393	2.6
Travel and auto		40,038	2.8			42,163	2.9			122,404	2.8			97,843	2.2
All other operating expenses		176,728	12.3			172,841	11.8			461,736	10.8			583,166	13.4
Total expenses		499,781	34.8			459,998	31.3			1,450,143	33.7			1,401,190	32.1
Margin contribution	$	937,916	65.2	%	$	1,008,158	68.7	%	$	2,848,560	66.3	%	$	2,966,625	67.9	%

Revenue from royalties is recognized as income when reported by the franchisee, from allowances based on usage based on the timing of the usage to each franchisee as reported by the distributors and revenue on franchise fees is deferred as received and recognized as income when it is amortized over the term of each individual franchise.

The following table sets forth the revenue, expense and margin contribution of the Company-owned non-traditional venue and the percentage relationship to its revenue:

	Three months ended September 30,									Nine months ended September 30,
	Three Months ended March 31,
Description	2024					2025				2024					2025
	2025					2026
Revenue	$	~~218~~294,~~193~~573		100.0	%	$	~~331~~276,~~812~~241	100.0	%	$	~~693,045~~		~~100~~	%	$	~~921,409~~	~~100~~	%
Total expenses		~~269~~293,~~674~~111		~~123~~99.65			~~303~~269,~~929~~328	9197.65			~~730,723~~		~~105.4~~			~~871,523~~	~~94.6~~
Margin contribution (loss)	$	(51,481	)	(23.6	)%	$	27,883	8.4	%	$	(37,678	)	(5.4	)%	$	49,886	5.4	%
Margin contribution	$	1,462		0.5	%	$	6,913	2.5	%

Results of Operations

Company-Owned Craft Pizza & Pub

The revenue from this venue ~~increased~~was ~~from~~ $2~~.195~~,094,417 ~~million to $2.287 million~~ for the three- months ended ~~September~~March 3031, ~~2025~~2026 compared to $2,019,418 for the corresponding period in ~~2024,~~2025. ~~and~~The ~~increased~~same ~~from~~stores ~~$6.41 million~~sales toincrease ~~$6.63~~of ~~million~~approximately ~~for~~3.7% ~~the~~during ~~nine-month~~this period ~~ended~~is ~~September~~a 30very rewarding growth rate considering high gas prices, ~~2025~~the ~~compared~~uncertainty toin the ~~corresponding~~market ~~period~~and the general trend among restaurants and consumer spending in ~~2024~~general. ~~These~~ ~~increases~~Additionally, the Company’s operating market experienced what has been reported as the 12th largest snowfall on record for the Indianapolis area over the course of two days in ~~revenue~~January and operations were ~~both~~limited ~~attributable~~or halted due to ~~same~~travel ~~store~~restrictions ~~sales~~imposed ~~growth~~by ~~which~~various ~~has~~municipal ~~been~~governments ~~occurring~~and ~~since~~due ~~March~~to ~~2025~~road conditions in general.

~~Cost~~Page of15 ~~sales,~~Table ~~as a percentage~~ of revenue, decreased from 21.4% to 20.8% for the three-month period and from 21.1% to 20.7% for the nine-month period ended September 30, 2025 compared to the corresponding periods in 2024. The Company has incurred significant increases in product cost but has been able to offset some of that extra cost after negotiations with manufacturers, with internal adjustments to operating systems and with efficiency gained in operations as staffing levels stabilized and became more efficient. Contents

~~Salaries~~Cost ~~and wages, as a percentage~~ of ~~revenue,~~sales decreased ~~from 28.8%~~ to 2719.74% for the three~~-month~~ ~~period~~months ~~and~~ended ~~from~~March ~~28.9%~~31, to2026 28from 20.06% for the ~~nine-month~~corresponding period ~~ended~~last ~~September~~year. ~~30,~~This ~~2025~~decrease ~~compared~~was tobecause the ~~corresponding~~Company ~~periods~~maintained inexcellent ~~2024. The~~controls ~~cost~~over ofportioning ~~salaries~~ and ~~wages~~actively ~~has~~managed ~~increased~~sales ~~significantly~~mix ~~due~~with todual ~~the~~promotions ~~competitive~~featuring ~~environment~~both ~~for~~value ~~available~~and ~~labor~~premium-priced ~~caused by the general shortage~~offerings, ~~which~~partially ~~has been~~ offset by ~~transferring~~inflationary ~~some~~pressure ~~job~~on ~~responsibilities~~ingredient ~~from higher paid positions to lower paid ones~~costs.

~~Gross~~Salaries ~~margin~~and ~~contribution~~wages asdecreased ~~a percentage of revenue increased from 7.9%~~ to 1227.8% ~~and from 9.1% to 11.1%~~ for the three~~-month~~ ~~and~~months ~~nine-month periods~~ ended ~~September~~March 3031, ~~2025~~2026 ~~compared~~from 29.7% for the ~~corresponding~~comparable ~~periods~~period in ~~2024~~2025. ~~The~~ ~~increase~~This ~~in margin~~ was the result of anmore ~~increase~~efficient inuse ~~revenue,~~of ~~decrease~~labor indue ~~salaries~~to ~~and~~increased ~~wages~~average tenure and aexperience ~~decrease~~of inthe Company’s workforce and the ~~cost~~Company’s ofgeneral ~~sales~~focus on efficiency management.

~~Page~~Gross 17margin ~~Table~~contribution as a result of ~~Contents~~what was discussed in the previous paragraphs, increased to 7.5% for the three months ended March 31, 2026 from 6.4% for the comparable period last year. This was accomplished despite the inflationary pressures on most all expenses as well as the Company’s value promotions in the face of weak consumer spending.

Franchising

~~Total~~The revenue ~~was~~from ~~$1.47~~this ~~million~~venue ~~compared~~increased to $1~~.44~~,519,025 ~~million~~from ~~and~~ $~~4.37~~1,445,908 ~~million~~in ~~compared to $4.30 million for~~ the three~~-month~~ ~~and~~months ~~nine-month periods~~ ended ~~September~~March 3031, ~~2025,~~2026 compared to the ~~comparable~~corresponding ~~periods~~period in ~~2024, respectively~~2025. ~~Franchising~~ ~~revenue~~This ~~reflected~~significant ~~growth increases in both the three-month and nine-month periods over the corresponding periods in 2024 because of the~~ increase ~~in number~~ of ~~franchise~~approximately ~~locations opened in these periods~~5. ~~The growth in royalties for the nine-month period was 20.7~~1% ~~while~~is ~~the~~a ~~total~~result ~~percentage~~of ~~growth in revenue was less, primarily because new franchise fees are capitalized on~~ the ~~balance~~continued ~~sheet~~expansion ~~and~~of ~~are amortized over 10 years from~~ the ~~date~~number ~~the locations opened. During the fourth quarter~~ of ~~2022,~~franchised ~~the~~units ~~Company~~being recognized that with the pandemic winding down non-traditional locations, particularly in the convenience stores and travel plazas, were strongly considering better food options to grow their business and increase their marginsopened. By ~~shifting~~It ~~emphasis to growth in the non-traditional segment the Company was able to pursue the new opportunity without incurring additional overhead. The interest in new growth opportunities in this venue~~ is ~~continuing,~~expected ~~and with new franchise agreements and the backlog of prospects, the Company~~ this trend towill continue~~. In~~ ~~addition,~~and ~~on October 27, 2023,~~ the Company ~~entered~~expects ~~into~~to aopen ~~Development~~another ~~Agreement~~60 ~~with Majors Management, LLC for the development of 100 new non-traditional franchise locations. The Development Agreement requires the developer~~ to ~~have~~70 ~~100~~ locations ~~open~~in byyear ~~September 30,~~ 2026.

Salaries and wages, ~~franchise~~decreased ~~promotion~~to ~~expense,~~13.2% ~~insurance~~from ~~and~~14.6% ~~other operating costs~~ as a ~~percentage~~percent of revenue ~~were~~for ~~31.3%~~the ~~and~~comparable ~~32.1%~~period ~~for~~in ~~the~~2026 ~~three-month~~versus ~~and~~2025. ~~nine-month~~This ~~periods~~decrease ~~ended~~came ~~September~~primarily ~~30,~~from ~~2025,~~the ~~respectively,~~growing ~~compared~~number toof ~~34.8%~~franchises ~~and~~open ~~33.7%~~without ~~for~~ the ~~corresponding~~necessity ~~periods~~of inadding ~~2024,~~additional ~~respectively~~staff. ~~These~~ ~~growth~~The ~~trends~~Company’s ~~reflect~~franchising ~~increased~~business ~~revenue~~model ~~with~~allows ~~little~~it ~~change~~to insubstantially ~~operating~~grow ~~costs and~~ the ~~Company~~number ~~currently~~of ~~expects~~open ~~this~~units ~~trend~~without tosignificant ~~continue~~increases in ~~the near term~~overhead.

~~Margin contribution was 68.7% and 67.9%, as a percentage of revenue, for the three~~Company-~~month~~Owned ~~and nine~~Non-~~month~~Traditional periods ended September 30, 2025, respectively, compared to 65.2% and 66.3% for the comparable periods in 2024, respectively. The increase in margin contribution during the three-month period ended September 30, 2025, was the result of the continued growth in revenue without a proportionate increase in operating costs, as described above. Location

~~Company-Owned~~Gross ~~Non~~revenue from this venue decreased slightly to $276,241 from $294,573 in the three-~~Traditional~~month ~~Locations~~period ended March 31, 2026 compared to the corresponding period in 2025. The slight reduction is primarily contributable to reduced beverage sales which was the result of the hospital installing several coolers displaying energy beverages in competition to normal fountain beverages.

~~Gross~~Other revenue was $331,812 and $921,409 during the three-month and nine-month periods ended September 30, 2025, respectively, compared to $218,193 and $693,045 for the comparable periods in 2024, respectively. During the three-month period ended September 30, 2024, as a result of a major expansion in the hospital bed capacity, the cafeteria area which contains in part the Noble Roman’s Pizza and Tuscano’s Subs facilities, were closed and moved to a temporary location with very limited hours resulting in a decrease in sales during that period. That cafeteria remodeling has now been completed and both the Noble Roman’s and Tuscano’s have returned to their prior positions in the cafeteria and regular hours and sales have thus far increased by more than 25% before the temporary shutdown. The Company does not intend to operate any more Company-owned non-traditional locations except the one location that it is currently operating. Expenses

~~Page~~Depreciation 18and ~~Table~~amortization ofincreased ~~Contents~~slightly to $104,000 from $96,000 for the three-month periods ended March 31, 2026 and 2025. The primary reason for this consistency is the fact that no additional new Company-owned locations have opened since late 2021.

~~Corporate~~General ~~Level~~and ~~Results~~administrative ofexpenses ~~Operations~~increased to $622,517 from $424,405 for the three-month period ended March 31, 2026 compared to the corresponding period in 2025. The primary reason for the increase was the continued growth in the non-traditional venue and increase in our accounting structure to provide improved performance, improved internal controls and to create some redundancy capability. The Company does not anticipate further increases in general and administrative expenses over the current rate.

~~Depreciation~~Page ~~and~~16 ~~amortization~~Table ~~was~~of $97,949 and $294,998 for the three-month and nine-month periods ended September 30, 2025, respectively, compared to $96,068 and $288,634 for the comparable periods in 2024, respectively. Depreciation remains relatively constant as the Company has not added any new company-owned locations in the last three years.Contents

~~General~~Interest ~~and~~expense ~~administrative~~decreased ~~expenses~~to ~~were~~ $~~468~~244,~~145~~521 ~~and~~from $1329,~~278,811~~754 for the three-month ~~and~~period ~~nine-month periods~~ ended ~~September~~March 3031, ~~2025,~~2026 ~~respectively,~~ compared to ~~$566,275~~the ~~and~~corresponding ~~$1,713,691~~period in 2025. The primary reason for the ~~comparable~~decrease ~~periods~~was the continued repayment of principal in ~~2024~~the amount of $91,667 ~~respectively. The~~per ~~Company~~month ~~continues~~for all months since April 2025 and with Amendment #4 to ~~maintain~~the ~~tight~~Senior ~~control~~Security ofLoan ~~its~~and ~~operating~~Warrant ~~expenses~~Purchase ~~while~~Agreement ~~growing~~with ~~its~~Corbel ~~franchising~~the ~~venue~~PIK interest was eliminated and, inreplaced ~~fact,~~with ~~has~~an ~~found~~increase ~~ways~~in tothe ~~reduce~~base ~~those~~rate ~~operating~~to ~~expenses~~SOFR plus 9%.

~~Operating~~Net income was $~~819~~232,~~065~~530 ~~and~~after an income tax accrual of $273,~~234~~431,~~703~~ ~~for~~which ~~the~~will ~~three-month~~not ~~and~~be ~~nine-month~~paid ~~periods~~because ~~ended~~of ~~September~~a ~~30,~~deferred ~~2025,~~tax ~~respectively,~~credit ~~compared~~of toapproximately $~~416,693~~3.0 ~~and~~million ~~$1,406,756~~remaining ~~for~~which ~~the~~will ~~comparable~~offset ~~periods~~any incash ~~2024,~~tax ~~respectively. The~~payments ~~increase~~for ina ~~operating~~significant period of time. Net income before tax was $305,962 compared to $171,885 for the ~~result~~three-month ofperiod ~~growth~~ended inMarch ~~revenue~~31, ~~while~~2026 ~~reducing~~compared ~~operating~~to ~~expenses~~the same period in 2025.

Interest expense was $405,534 and $1,158,870 for the three-month and nine-month periods ended September 30, 2025, respectively, compared to $415,524 and $1,244,889 for the comparable periods in 2024, respectively. The interest expense was reduced by the monthly principal payments required by the loan agreement and the elimination of PIK interest in April 2025 while increasing the variable rate of interest to SOFR plus 9.0% for cash payments plus other accruals.

Decrease in fair value of warrants. The fair value of warrants decreased $21,629 for the nine-month period and three-month periods in 2025.

As a result of the above factors, net income before accrual for income tax was $780,939 and $1.44 million for the three-month and nine-month periods ended September 30, 2025, respectively, compared to $193,000 and $164,000 for the comparable periods in 2024, respectively. Net income before income tax is important as there will be no cash payments for income tax in the next several years because of the company’s deferred tax asset. The income taxes accrued are applied against the deferred asset credit rather than being paid in cash.

Liquidity and Capital Resources

The Company’s current ratio was .4043-to-1 as of ~~September~~March 3031, ~~2025~~2026 compared to .940-to-1 as of December 31, ~~2024~~2025. As a result of the ~~Corbel~~ amendment to the Senior Note, including the extension of the maturity of the Senior Note to June 30, 2026, both the Senior Note ~~was~~and ~~moved~~the tosubordinated convertible notes are now carried as short-term liabilities asat ofboth ~~September~~December 3031, 2025 ~~which~~and ~~was~~March a31, ~~long-term~~2026. ~~liability~~The asCompany has entered into an arrangement relating to the anticipated refinancing of ~~December~~its 31loan with Corbel Capital Partners SBIC, ~~2024~~L.P. Separately, the Company negotiated to purchase all of Corbel’s outstanding warrants for $500,000. The company’s purchase of Corbel’s warrants, and ~~September~~their 30cancellation, ~~2025~~will be effective upon satisfaction of the conditions specified in the agreement, including repayment of the remaining loan balance, accrued interest, and other associated fees and costs. If the conditions are not satisfied within the time period specified in the agreement, the payoff agreement may terminate, and the existing financing arrangements will remain outstanding in accordance with their terms. The company is actively pursuing the closing of a replacement financing package that will repay the remaining Corbel loan, repay the outstanding subordinated notes, and fund the purchase and cancellation of the Corbel warrants.

In ~~January~~February ~~2017~~2020, the Company ~~completed~~entered ~~the~~into ~~offering of $2.4 million principal amount of~~ the ~~promissory~~Agreement ~~notes~~with ~~(the “Notes”) convertible at $0.50 per share and warrants (the “Warrants”) to purchase up to 2.4 million shares of the Company’s Common Stock at an exercise price of $1.00 per share~~Corbel, ~~subject~~pursuant to ~~adjustment~~ which ~~brings~~ the ~~exercise~~Company ~~price~~issued to ~~$.10~~Corbel ~~per share as a result of~~ the Senior Note ~~extension.~~in Inthe ~~2018,~~initial ~~$400,000~~ principal amount of ~~Notes~~$8.0 ~~was~~million. ~~converted~~The ~~into 800,000 shares of the~~ Company’s ~~Common~~used ~~Stock, in January 2019 another Note in~~ the ~~principal~~net ~~amount~~proceeds of ~~$50,000 was converted into 100,000 shares of~~ the ~~Company’s~~Senior ~~Common Stock, and in August 2019 another~~ Note inas ~~the~~follows: ~~principal~~(i) ~~amount of~~ $~~50,000~~4.2 ~~was~~million ~~converted~~to ~~into~~repay ~~100,000 shares of~~ the Company’s ~~Common~~then-existing ~~Stock,~~bank ~~leaving~~debt ~~principal~~which ~~amounts~~were ~~of Notes of $1.9 million outstanding as of December 31, 2019. Holders of Notes~~ in the ~~principal~~original amount of $~~775,000 extended their maturity date to January 31, 2023~~6. In1 ~~February~~million; ~~2020,~~(ii) $1,275,000 ~~principal~~to ~~amount~~repay of the ~~Notes~~portion ~~were repaid in conjunction with a new financing leaving a principal balance~~ of ~~$625,000 of subordinated convertible notes outstanding due January 31, 2023. In April 2023, with~~ the ~~approval~~Company’s ofexisting ~~Corbel, the holder of $50,000 principal amount of the~~ subordinated convertible ~~notes~~debt ~~were repaid by~~ the ~~Company~~maturity ~~leaving~~date ~~$575,000~~of ~~outstanding. These Notes bear interest at 10% per annum, including the Notes~~ which ~~have~~most had not previously been extended,; ~~paid~~(iii) ~~quarterly~~debt ~~and~~issuance ~~are~~costs; ~~convertible~~and to(iv) ~~Common~~for ~~Stock~~working ~~any~~capital ~~time~~and ~~prior~~other togeneral ~~maturity~~corporate atpurposes, ~~the~~including ~~option~~development of ~~the~~new ~~holder~~Company-owned atCraft ~~the~~Pizza ~~current~~& ~~exercise~~Pub ~~price of $0~~locations.~~50 per share.~~

~~Page~~The 19Senior ~~Table~~Note, as amended, bears cash interest of ~~Contents~~SOFR, as defined in the Agreement, plus 9.0% with no PIK interest, which was previously added to the principal amount of the Senior Note. Interest is payable in arrears on the last calendar day of each month. The original maturity date of the Senior Note was February 7, 2025, however the maturity has now been extended by mutual agreement to June 30, 2026. The Senior Note requires principal payments of $91,667 per month starting in May 2025.

In ~~February~~view ~~2020,~~of the ~~Company~~extension ~~entered~~of ~~into~~ the ~~Agreement~~Senior ~~with Corbel~~Note, ~~pursuant~~as towell ~~which~~as the Company’s ~~issued~~cash toflow ~~Corbel~~projections, the ~~Senior~~Company ~~Note~~believes init ~~the~~will ~~initial~~have ~~principal~~sufficient ~~amount~~cash offlow ~~$8.0~~to ~~million.~~meet ~~The~~its ~~Company~~obligations ~~used~~and ~~the~~to ~~net~~carry ~~proceeds~~out ofits ~~the~~current ~~Senior~~business ~~Note~~plan asfor ~~follows:~~the ~~(i)~~foreseeable ~~$4.2~~future, ~~million~~however, ~~to repay~~ the ~~Company’s~~failure ~~then-existing~~to ~~bank~~timely ~~debt~~complete ~~which~~the ~~were~~refinancing in the ~~original~~Company ~~amount~~is ofpursuing ~~$6.1~~could ~~million;~~adversely ~~(ii)~~affect ~~$1,275,000~~the toCompany’s ~~repay~~liquidity ~~the~~and ~~portion~~capital ofresources. ~~the~~The Company’s ~~existing~~cash ~~subordinated~~flow ~~convertible~~projections ~~debt~~for the ~~maturity~~next ~~date~~two ofyears ~~which~~are ~~most~~primarily ~~had~~based ~~not~~on ~~previously~~the ~~been~~Company’s ~~extended;~~strategy ~~(iii) payment~~ of ~~debt~~growing ~~issuance~~the ~~costs;~~non-traditional ~~and~~franchising ~~(iv)~~venue ~~for working capital~~ and ~~other~~operating ~~general~~its ~~corporate~~existing ~~purposes, including development of new Company-owned~~ Craft Pizza & Pub locations.

~~The~~Page ~~Senior~~17 ~~Note~~Table ~~bears cash interest~~ of SOFR, as defined in the Agreement, plus 9.0% with no PIK interest, which prior to April 2025 was added to the principal amount of the Senior Note. Interest is payable in arrears on the last calendar day of each month. The original maturity date of the Senior Note was February 7, 2025, however the maturity has now been extended by mutual agreement to June 30, 2026. The Senior Note requires principal payments of $91,667 per month which began in May 2025. Contents

In view of the extension of the Senior Note, the Company’s ongoing refinancing efforts and the Company’s cash flow projections, the Company believes it will have sufficient cash flow to meet its obligations and to carry out its current business plan for the foreseeable future. The Company’s cash flow projections for the next two years are primarily based on the Company’s strategy of growing the non-traditional franchising venue, operating its existing Craft Pizza & Pub locations and pursuing a franchising program for Craft Pizza & Pub restaurants as market conditions allow.

The Company does not anticipate that any of the recently issued pronouncements relating to the Statement of Financial Accounting Standards will have a material impact on its Consolidated Statement of Operations or its Consolidated Balance Sheet.

Forward-Looking Statements

The statements contained above in Management’s Discussion and Analysis concerning the Company’s future revenues, profitability, financial resources, financing efforts, market demand and product development are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) relating to the Company that are based on the beliefs of the management of the Company, as well as assumptions and estimates made by and information currently available to the Company’s management. The Company’s actual results in the future may differ materially from those indicated by the forward-looking statements due to risks and uncertainties that exist in the Company’s operations and business environment, including, but not limited to competitive factors and pricing and cost pressures, the Company’s ability to service its loan and refinance the Senior Note before its maturity in 2026, the emergence or spread of human or animal pandemics (such as COVID-19 or the Avian Bird Flu), non-renewal of franchise agreements or the openings contemplated by the Development Agreement not occurring, shifts in market demand, the success of franchise programs, general economic conditions, changes in demand for the Company’s products or franchises, the impact of franchise regulation, the success or failure of individual franchisees, ~~inflation~~ and inflation, other changes in prices or supplies of food ingredients and labor and as well as the factors discussed under “Risk Factors” contained in the ~~2024~~Annual Report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. In ~~addition,~~If if activist stockholder activities ensue, or if certain parties (acting individually or as a group) seek ~~to continue or~~ initiate interference in the Company’s business relationships, the Company’s business could be adversely impacted.

Page 20 Table of Contents

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s exposure to interest rate risk relates primarily to its variable-rate debt ~~and the rate that will be required for the new financing~~. As of ~~September~~March 3031, ~~2025~~2026, the Company had outstanding variable interest-bearing debt in the aggregate principal amount of ~~approximately~~ $5.93 million. The Company’s current borrowings, as of March 31, 2026, are at a variable rate tied to SOFR plus 9.0% per annum adjusted on a monthly basis, subject to a floor of 4.25% on SOFR. Based on its current debt structure, for each 1% increase in SOFR the Company would incur increased interest expense of approximately $5957,000 over the succeeding 12-month period.

ITEM 4. Controls and Procedures

In connection with the preparation of this quarterly report, management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s 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 quarterly report. ~~Disclosure~~In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures are designed only to provide reasonable assurance, ~~that~~and ~~information~~no ~~required~~matter tohow bewell ~~disclosed~~designed inand ~~reports~~operated, ~~filed~~there orcan ~~submitted~~be ~~under~~no ~~the~~assurance ~~Exchange~~that ~~Act~~disclosure iscontrols ~~recorded, processed, summarized~~ and ~~reported~~procedures ~~within~~will ~~the~~operate ~~required~~effectively ~~time~~in ~~periods~~all circumstances. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of ~~September~~March 3031, ~~2025~~2026, the Company’s disclosure controls and procedures were effective. based on the criteria in Internal Control – Integrated Framework issued by the COSO, version 2013, as discussed below.

~~Changes~~Page in18 ~~Internal~~Table ~~Control~~of ~~Over Financial Reporting~~Contents

~~Other than the ongoing remediation efforts previously disclosed in the Company~~Management’s ~~Form~~Report ~~10-K~~on ~~for~~Internal ~~the~~Control ~~year~~Over ~~ended~~Financial December 31, 2024, there were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.Reporting

~~Page~~The 21Company’s ~~Table~~management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company carried out an evaluation under the supervision and with the participation of ~~Contents~~the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s internal control over financial reporting. The Company’s management used the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) to perform this evaluation and previously identified in connection with the preparation of the December 31, 2025 financial reports, as described in the 2025 Form 10-K. Management is implementing remediation efforts to address these alleged weaknesses. Management is committed to remediating them as quickly and efficiently as possible, validating those efforts will require time, operating over a sustained period and validation during the next audit.

The alleged weakness in controls consisted of the Company’s financial close process that allegedly did not include adequate controls to ensure timely and accurate reconciliation of certain account balances in the reconciliation process. In addition, the Company found that it lacked sufficient written documentation of internal control policies and procedures over some financial reporting processes. The absence of documented internal controls may impair the Company’s ability to ensure that controls are performed as intended increasing the risk of undetected errors or misstatements.

Except for ongoing remediation activities described above, there have been no changes in internal controls over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Page 19

Table of Contents

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.

The Company is not involved in material litigation against it.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

ITEM 5. Other Information.

~~None~~Not applicable.

ITEM 6. Exhibits.

Page 20

Table of Contents

Index to Exhibits

Exhibit Number		Description
3.1		Amended Articles of Incorporation of the Registrant, filed as an exhibit to the Registrant’s Amendment No. 1 to the Post-Effective Amendment No. 2 to Registration Statement on Form S-1 filed July 1, 1985 (SEC File No.2-84150), is incorporated herein by reference.
3.2		Amended and Restated By-Laws of the Registrant, as currently in effect, filed as an exhibit to the Registrant’s Form 8-K filed December 23, 2009, is incorporated herein by reference.
3.3		Articles of Amendment of the Articles of Incorporation of the Registrant effective February 18, 1992 filed as an exhibit to the Registrant’s Registration Statement on Form SB-2 (SEC File No. 33-66850), ordered effective on October 26, 1993, is incorporated herein by reference.
3.4		Articles of Amendment of the Articles of Incorporation of the Registrant effective May 11, 2000, filed as Annex A and Annex B to the Registrant’s Proxy Statement on Schedule 14A filed March 28, 2000, is incorporated herein by reference.
3.5		Articles of Amendment of the Articles of Incorporation of the Registrant effective April 16, 2001 filed as Exhibit 3.4 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.
3.6		Articles of Amendment of the Articles of Incorporation of the Registrant effective August 23, 2005, filed as Exhibit 3.1 to the Registrant’s current report on Form 8-K filed August 29, 2005, is incorporated herein by reference.
3.7		Articles of Amendment of the Articles of Incorporation of the Registrant effective February 7, 2017, filed as Exhibit 3.7 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) filed April 25, 2017, is incorporated herein by reference.
4.1		Description of Registered Securities, dated May 11, 2022, filed as Exhibit 4.1 to the Registrant’s Form 10-Q, is incorporated herein by reference.

Page 21

Table of Contents

4.2		Specimen Common Stock Certificates filed as an exhibit to the Registrant’s Registration Statement on Form S-18 filed October 22, 1982 and ordered effective on December 14, 1982 (SEC File No. 2-79963C), is incorporated herein by reference.

4.3		Warrant to purchase common stock, dated July 1, 2015, filed as Exhibit 10.11 to the Registrant’s Form 10-Q filed on August 11, 2015, is incorporated herein by reference.

4.4		Form of Senior Secured Promissory Note issued by Registrant to Corbel Capital Partners SBIC, L.P. dated February 7, 2020, filed as Exhibit 4.3 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.

4.5		Form of Warrant issued to Corbel Capital Partners SBIC, L.P. dated February 7, 2020, filed as Exhibit 4.4 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.

10.1*		Employment Agreement with Paul W. Mobley dated January 2, 1999 filed as Exhibit 10.1 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.

10.2*		Employment Agreement with A. Scott Mobley dated January 2, 1999 filed as Exhibit 10.2 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.

10.3		Agreement dated April 8, 2015, by and among the Registrant and the shareholder parties, filed as Exhibit 10.1 to Registrant’s Form 8-K filed on April 8, 2015, is incorporated herein by reference.

10.4		Form of 10% Convertible Subordinated Unsecured note filed as Exhibit 10.16 to the Registrant’s Form 10-K filed on March 27, 2017, is incorporated herein by reference.

10.5		Form of Redeemable Common Stock Purchase Class A Warrant filed as Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.

Page 22

Table of Contents

3.7		Articles of Amendment of the Articles of Incorporation of the Registrant effective February 7, 2017, filed as Exhibit 3.7 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) filed April 25, 2017, is incorporated herein by reference.
10.6		Registration Rights Agreement dated October 13, 2016 by and between the Registrant and the investors signatory thereto, filed as Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.
4.1		Description of Registered Securities, dated May 11, 2022, filed as Exhibit 4.1 to the Registrant’s Form 10-Q, is incorporated herein by reference.
10.7		First Amendment to the Registration Rights Agreement dated February 13, 2017 by and between the Registrant and the investors signatory thereto, filed as Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.
4.2		Specimen Common Stock Certificates filed as an exhibit to the Registrant’s Registration Statement on Form S-18 filed October 22, 1982 and ordered effective on December 14, 1982 (SEC File No. 2-79963C), is incorporated herein by reference.
10.8		Senior Secured Note and Warrant Purchase Agreement dated February 7, 2020 by and between the Registrant and Corbel Capital Partners SBIC, L.P. filed as Exhibit 10.11 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019 is incorporated herein by reference.
4.3		Warrant to purchase common stock, dated July 1, 2015, filed as Exhibit 10.11 to the Registrant’s Form 10-Q filed on August 11, 2015, is incorporated herein by reference.
10.9		Amendment Number Four dated April 14, 2025, to the to the Senior Secured Note and Warrant Purchase Agreement by and between the Registrant and Corbel Capital Partners SBIC, L.P., was filed as 10.9 to the Registrant’s annual report on Form 10-K for the year ended December 31, 2025 is incorporated herein by reference.
4.4		Form of Senior Secured Promissory Note issued by Registrant to Corbel Capital Partners SBIC, L.P. dated February 7, 2020, filed as Exhibit 4.3 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.
21.1		Subsidiaries of the Registrant filed in the Registrant’s Registration Statement on Form SB-2 (SEC File No. 33-66850) ordered effective on October 26, 1993, is incorporated herein by reference.
4.5		Form of Warrant issued to Corbel Capital Partners SBIC, L.P. dated February 7, 2020, filed as Exhibit 4.4 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.
31.1		C.E.O. Certification under Rule 13a-14(a)/15d-14(a)
4.6		Form of Warrant issued to Corbel Capital Partners, SBIC, L.P. dated April 14, 2025, is incorporated herein by reference.
31.2		C.F.O. Certification under Rule 13a-14(a)/15d-14(a)
10.1*		Employment Agreement with Paul W. Mobley dated January 2, 1999 filed as Exhibit 10.1 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.
32.1		C.E.O. Certification under 18 U.S.C. Section 1350
10.2*		Employment Agreement with A. Scott Mobley dated January 2, 1999 filed as Exhibit 10.2 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.
32.2		C.F.O. Certification under 18 U.S.C. Section 1350
10.3		Agreement dated April 8, 2015, by and among the Registrant and the shareholder parties, filed as Exhibit 10.1 to Registrant’s Form 8-K filed on April 8, 2015, is incorporated herein by reference.
101		Interactive Financial Data
10.4		Form of 10% Convertible Subordinated Unsecured Note filed as Exhibit 10.16 to the Registrant’s Form 10-K filed on March 27, 2017, is incorporated herein by reference.
10.5		Form of Redeemable Common Stock Purchase Class A Warrant filed as Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.

Page 23 Table of Contents

10.6		Registration Rights Agreement dated October 13, 2016 by and between the Registrant and the investors signatory thereto, filed as Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.
10.7		First Amendment to the Registration Rights Agreement dated February 13, 2017 by and between the Registrant and the investors signatory thereto, filed as Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.
10.8		Senior Secured Note and Warrant Purchase Agreement dated February 7, 2020 by and between the Registrant and Corbel Capital Partners SBIC, L.P. filed as Exhibit 10.11 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019 is incorporated herein by reference.
10.9		Amendment to the Senior Secured Promissory Note and Warrant Purchase Agreement and Other Note Documents and Waiver, dated as of September 29, 2022, by and among Registrant and Corbel Capital Partners SBIC, L.P. dated September 29, 2022, filed as Exhibit 10.7 to the Registrant’s Form 10-Q filed May 10, 2023 is incorporated herein by reference.
10.10		Amendment Number Two dated as of January 28, 2025, to Senior Secured Note and Warrant Purchase Agreement by and between the Registrant and Corbel Capital Partners SBIC, L.P., filed as Exhibit 10.10 in the Registrants Form 10-Q filed August 21, 2025, is incorporated herein by reference.
10.11		Amendment Number Three dated as of April 4, 2025, to Senior Secured Note and Warrant Purchase Agreement by and between the Registrant and Corbel Capital Partners SBIC, L.P. filed as Exhibit 10.11 in the Registrants Form 10-Q filed August 21, 2025 is incorporated herein by reference
10.12		Amendment Number Four dated as of April 14, 2025, to Senior Secured Note and Warrant Purchase Agreement by and between the Registrant and Corbel Capital Partners SBIC, L.P., filed as Exhibit 10.12 in the Registrants Form 10-Q filed August 21, 2025, is incorporated herein by reference
21.1		Subsidiaries of the Registrant filed in the Registrant’s Registration Statement on Form SB-2 (SEC File No. 33-66850) ordered effective on October 26, 1993, is incorporated herein by reference.
31.1		C.E.O. Certification under Rule 13a-14(a)/15d-14(a)
31.2		C.F.O. Certification under Rule 13a-14(a)/15d-14(a)
32.1		C.E.O. Certification under 18 U.S.C. Section 1350
32.2		C.F.O. Certification under 18 U.S.C. Section 1350
101		Interactive Financial Data

*Management contract or compensation plan.

Page 2423 Table of Contents

SIGNATURES

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

	NOBLE ROMAN’S, INC.
Date: December 29, 2025	By:	/s/ Paul W. Mobley
Date: June 29, 2026	By:	/s/ Paul W. Mobley
		Paul W. Mobley, Executive Chairman,
		Chief Financial Officer and Principal
		Accounting Officer (Authorized Officer and Principal Financial Officer)

Page 2524

Filing Compare · NOBLE ROMANS INC