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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current plans, expectations, and beliefs, involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements. You should review the section titled “Statement Regarding Forward-Looking Statements” for a discussion of forward-looking statements and the section titled “Risk Factors” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Trust Stamp was incorporated under the laws of the State of Delaware on April 11, 2016 as “T Stamp Inc.” T Stamp Inc. and its subsidiaries (“Trust Stamp”, “we”, or the “Company”) develop and market identity authentication software for enterprise and government partners and peer-to-peer markets.

Trust Stamp primarily develops proprietary artificial intelligence-powered solutions, researching and leveraging machine learning artificial intelligence, including computer vision, cryptography, and data mining, to process and protect data and deliver insightful outputs that identify and defend against fraud, protect sensitive user information, facilitate automated processes, and extend the reach of digital services through global accessibility. We utilize the power and agility of technologies such as GPU processing, edge computing, neural networks, and large language models to process and protect data faster and more effectively than historically possible to deliver results at a disruptively low cost for usage across multiple industries.

Our team has substantial expertise in the creation and development of AI-enabled software products. We license our technology and expertise in numerous fields, with an increasing emphasis on addressing diverse markets through established partners who will integrate our technology into field-specific applications.

Over the last 12 months, while maintaining our strong emphasis on identity authentication for financial services, the Company has undertaken a multi-pronged process to position itself better to leverage the growing opportunities offered by the expanded capabilities, use, and acceptance of AI technologies. This process has included:

•Reducing the size of the non-production-focused executive and consulting teams to reduce overhead.

•Releasing sales staff that did not meet their targets.

•Negotiating a services contract to offset the cost of the technical team members while maintaining significant R&D and product development capabilities.

•Refocusing go-to-market strategies on joint ventures with proven industry partners with access to target markets

•Expanding our IP portfolio to strengthen our existing position related to presentation attack detection and tokenization and include implementations such as:

i.Embedded ownership verification for cryptographic assets, a technology that we believe to have significant potential with the expansion in the ownership of crypto-assets including potential deregulation (or loosening or clarification of regulation) in the United States together with the global growth of stable coins including Central Government Digital Currencies.

ii.A simple user interaction utility called “Shape Overlay” that augments biometric verification and combats deepfakes and injection attacks by having the user interact in real-time with their captured image.

iii.Stable Key (or “Stable IT2”) which is an innovative technology that generates a “key” directly from the biometric of the user which key has a mathematical correlation to all of the user's passwords, PINS, and other “secrets” for every account and use case meaning that those secrets never need to be stored in their entirety.

iv.A patent for “Interoperable Biometric Representations” that potentially breaks vendor lock-in by allowing users of biometric technologies to compare like-modality templates from different sources.

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•Strengthening our international 3rd party cybersecurity and data handling certifications by adding Cyber Essentials, certified by The IASME Consortium Ltd, to our SOC2 certification to our NCSC Cyberessentials Plus certification and obtaining a renewed D-Seal certification (the world’s first certification that includes not just data security but also the ethical and responsible use of data).

•Opening an office in Tokyo (with funding from the City of Tokyo and the Japanese government) to pursue opportunities in the APAC region.

•Retaining an investment bank to explore strategic partnership and M&A opportunities across multiple sectors, two of which were consummated in February and March 2026 when our Company acquired Lexverify and Cyberfish.

Recent Developments

Resignation of Board Director and Appointment of New Board Director

On March 6, 2026, the Board of Directors accepted the resignation of Andrew Scott Francis as a Director of the Company to allow him to have a greater focus on serving as the newly appointed CEO of the Company’s African operations. This was documented as part of a unanimous written consent by the Board of Directors, including Mr. Francis. Mr. Francis will continue to serve in his position as Chief Technology Officer of the Company, as well as continue to attend meetings of the Board of Directors in a non-voting, ex officio advisor capacity.

Concurrently, on March 6, 2026, the Board of Directors of the Company, after receiving a recommendation from the Nomination and Corporate Governance Committee, elected David Curmi to the Company’s Board of Directors as a “Class III” member. Mr. Curmi will also serve as a member of the Compensation Committee of the Board of Directors.

The Company offered a Letter of Appointment to Mr. Curmi that was executed on March 21, 2026. The foregoing description of the Letter of Appointment is intended to be a summary, and is qualified by reference to the full text of the Letter of Appointment filed as an exhibit to this Annual Report on Form 10-K.

CyberFish CyberPsychology Solutions Ltd Share Purchase Agreement, Shareholders Agreement, and Consulting Agreement

On March 9, 2026, Trust Stamp Malta Limited, a wholly-owned subsidiary of the Company, entered into a Share Purchase Agreement (the “SPA”) with CyberFish CyberPsychology Solutions Ltd, a private company incorporated in England and Wales (“CyberFish”). Pursuant to the SPA, Trust Stamp Malta Limited agreed to subscribe to fifty percent (50%) of the authorized share capital of CyberFish in exchange for £190,000 (the “Total Consideration”), consisting of (i) a cash payment of €30,000 payable to Malta Enterprise on behalf of CyberFish and (ii) a cash payment of £30,000 payable to CyberFish (together, the “Cash Consideration”) and (iii) non-cash consideration with an agreed value equal to the remaining balance of the Total Consideration following deduction of the Cash Consideration, comprising the provision of software development, engineering, and related technical services by Trust Stamp Malta Limited and/or other Company group entities. Malta Enterprise is a Maltese national development agency that previously provided CyberFish a start-up loan, which is partly being repaid as part of this transaction.

On March 9, 2026, the SPA closed, and Trust Stamp Malta Limited acquired 50% of CyberFish in exchange for the consideration described above. The non-cash consideration became effective as of the closing date and was not a condition to the closing of the SPA.

Berta Pappenheim, a member of the Company’s Board of Directors, is the CEO, co-founder, and a director of CyberFish – and prior to the closing of the SPA, she owned 100% of CyberFish. Ms Pappenheim is no longer regarded as an independent director of the Company.

Also on the March 9, 2026, in connection with the closing of the SPA, and to govern the parties’ ongoing relationship as shareholders of CyberFish, Trust Stamp Malta Limited entered into a Shareholders Agreement (the “Shareholders Agreement”) with (i) Berta Pappenheim and (ii) CyberFish. The Shareholders Agreement contains provisions governing, among other things, the governance and management of CyberFish, board composition and voting, shareholder consent matters, information and reporting rights, financing expectations, and transfer restrictions with respect to shares of CyberFish.

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Also on March 9, 2026, Trust Stamp Malta Limited entered into a Consulting Agreement (the “Consulting Agreement”) with CyberFish. Under the Consulting Agreement, CyberFish agreed to provide consulting services relating to market development in the United Kingdom, including market entry and expansion strategy, business development, partnership identification, and related services. CyberFish designated Berta Pappenheim as key personnel to perform the services on its behalf. The Consulting Agreement contemplates that the services will be performed for an average of three (3) days per week over a rolling six-week period. In consideration for the services, Trust Stamp Malta Limited will pay CyberFish fees of £65,000 per year, payable in twelve equal monthly installments. Either party may terminate the Consulting Agreement upon 30 days’ prior written notice, and Trust Stamp Malta Limited may terminate the Consulting Agreement immediately upon certain events, including material breach, breach of confidentiality, certain legal or compliance impediments, or misconduct or gross negligence, in each case as provided in the Consulting Agreement. The Consulting Agreement includes customary confidentiality provisions and provides that intellectual property created pursuant to or in connection with the services will vest exclusively in Trust Stamp Malta Limited, subject to the terms of the Consulting Agreement.

The foregoing descriptions of the SPA, Shareholders Agreement, and Consulting Agreement are intended to be summaries, and are qualified by reference to the full text of these agreements filed as exhibits to this Annual Report on Form 10-K.

Acquisition of Lexverify Ltd.

On February 27, 2026(the “Closing Date”), the Company completed the acquisition of one hundred percent (100%) of the issued and outstanding share capital of Lexverify Ltd., a private limited company incorporated in England and Wales (“Lexverify”) pursuant to a share purchase agreement dated February 27, 2026 (the “SPA”) by and among the Company and the shareholders of Lexverify (each, a “Seller” and collectively, the “Sellers”). While limited in size, the Company believes this acquisition provides new expertise in the training and use of large language models as well as providing an additional access point to the UK market for the Company.

The aggregate purchase price for the acquisition (the “Purchase Price”) is payable entirely in shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), with the number of shares determined based on the closing price of the Company’s Common Stock on Nasdaq on the Closing Date. The Purchase Price was structured in four tranches, consisting of: (i) an initial tranche equal to twenty-five percent (25%) of the Purchase Price (the “Completion Consideration”) to be issued on or within one business day following the Closing Date, and (ii) the remaining seventy-five percent (75%) of the Purchase Price (the “Deferred Consideration”) to be issued in three equal tranches on the dates that are 90, 180, and 270 days after the Closing Date, respectively, subject to the terms of the SPA. On the Closing Date, the Company issued shares of Common Stock to the Sellers in satisfaction of the Completion Consideration. As of the date of this Annual Report, shares of Common Stock remain to be issued by the Company to the Sellers to satisfy the Deferred Consideration.

If the Company fails to timely issue any portion of the consideration when due under the SPA, the Company is required to pay interest on the overdue amount at a rate of four percent (4%) per annum above London Interbank Offered Rate ("LIBOR").

Pursuant to the SPA, the Company may withhold issuance of Deferred Consideration in connection with a warranty claim asserted by the Company under the SPA and may set off amounts owed by any of the Sellers against such Seller’s Deferred Consideration, in each case subject to the terms and conditions set forth in the SPA.

If a change of control of the Company occurs prior to the issuance of 100% of the Deferred Consideration, then, subject to the terms of the SPA, the Company is required to issue the remaining Deferred Consideration to the Sellers prior to such change of control.

The SPA contains customary representations, warranties, covenants, confidentiality provisions, and limitations on liability. In addition, certain Sellers who were employees, officers, or directors of Lexverify as of the Closing Date agreed for a period of twelve (12) months following the Closing Date, subject to the terms of the SPA, not to compete with Lexverify’s business as conducted at Completion and not to solicit certain customers, clients, employees, or consultants of Lexverify.

Additionally, pursuant to the SPA, the Company agreed to approve the continuing employment of Lexverify’s employees on substantially similar compensation and benefit terms to comparable team members of the Company, including equity participation opportunities.

The foregoing description of the SPA is intended to be a summary, and is qualified by reference to the full text of the SPA, filed as an exhibit to this Annual Report on Form 10-K.

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Key Business Measures

In addition to the measures presented in our consolidated financial statements, we use the following key non-GAAP business measures to help us evaluate our business, identify trends affecting our business, formulate business plans and financial projections, and make strategic decisions.

Adjusted EBITDA

This discussion includes information about Adjusted EBITDA that is not prepared in accordance with U.S. GAAP. Adjusted EBITDA is not based on any standardized methodology prescribed by U.S. GAAP and is not necessarily comparable to similar measures presented by other companies. A reconciliation of this non-GAAP measure is included below.

Adjusted EBITDA is a non-GAAP financial measure that represents U.S. GAAP net income (loss) adjusted to exclude (1) other expense, (2) other income, (3) interest expense, (4) interest income, (5) stock-based compensation, (6) change in fair value of warrant liabilities (7) impairment of assets, (8) depreciation, and (9) certain other items management believes affect the comparability of operating results.

Management believes that Adjusted EBITDA, when viewed with our results under U.S. GAAP and the accompanying reconciliations, provides useful information about our period-over-period results. Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of our fundamental business activities and is also frequently used by securities analysts, investors and other interested parties in the evaluation of comparable companies. We also rely on Adjusted EBITDA as a primary measure to review and assess the operating performance of our Company and our management, and it will be a focus as we invest in and grow the business.

Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, analysis of our results as reported under GAAP. Some of these limitations are:

•Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments.

•Adjusted EBITDA does not reflect changes in, or cash requirements for our working capital needs.

•Although Depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.

•Adjusted EBITDA does not include the impact of certain charges or gains resulting from matters we consider not to be indicative of our ongoing operations.

Due to these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only as a supplement to our U.S. GAAP results.

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Reconciliation of Net Loss to Adjusted EBITDA

For the year ended December 31,

Net loss before taxes and equity method investment $ (8,077,259) $ (10,597,348)

Add: Change in fair value of warrant liability 3,574 (1,497)

Adjusted EBITDA loss (non-GAAP) for the year ended December 31, 2025, decreased by 20.93%, to $5.77 million from $7.29 million for the year ended December 31, 2024. During the year ended December 31, 2025, the Company had a decrease of $2.05 million in Selling, general, and administrative expenses when comparing the year ended December 31, 2025 to the year ended December 31, 2024. This decrease in Selling, general and administrative expenses was primarily driven by a reduction of $1.68 million in salaries and compensation, including stock-based compensation, which decreased by 25.93% from the year ended December 31, 2024. The salaries and compensation expenses decreased due to reductions in sales teams and the departure of certain members of the Company's management. Furthermore, the Company executed a new amendment with our S&P 500 bank customer that was effective as of July 1, 2025 and extends services through May 31, 2031 with minimum gross revenue exceeding $12.7 million over the balance of the contract term. The new contract amendment drove a $666 thousand increase in revenue during the year ended December 31, 2025. The Company also executed a new Statement of Work effective on January 1, 2025 under the Master Technology Services Agreement between the Company (through its subsidiary, Trust Stamp Malta Ltd.) and QID. The new Statement of Work with QID provides for service fees payable to the Company of a minimum $100,000 per month during the first six months, and up to $300,000 per month thereafter. In accordance with ASC 606 guidance, the Company recognized $600 thousand in Net Revenue from the Statement of Work with QID during the year ended December 31, 2025. The gains in Net revenue during the year ended December 31, 2025 were partially offset by the non-exclusive software license issued to QID during the year ended December 31, 2024 that resulted in the recognition of $1.00 million in Net revenue.

During the year ended December 31, 2024, the Company signed a license agreement with Boumarang in exchange for 5,000,000 prepaid warrants from Boumarang that were valued at $1.00 per warrant or $5.00 million and accounted for by recording as an investment and Other income. Subsequently, the Company recorded a $4.38 million impairment to Other income for the Boumarang prepaid warrants as a result of a change in fair value identified by an observable market transaction. The net impact to Other income was an increase of $705 thousand during the year ended December 31, 2024. Additionally, the Company recorded a $1.17 million loss to other expense due to the Company entering into a Termination and Release Agreement between the Company and an institutional investor that terminated the remaining stock purchase warrants in exchange for the Company making a $1,650,000 payment to the institutional investor. The Company also recorded a loss of $360 thousand to other expense related to the difference in the cash paid for the warrants and the fair market value of the warrants issued on September 10, 2024.

Components of Results of Operations

Net revenue

We derive our revenue primarily from professional services, although our business model continues transitioning to focus on recurring Software-as-a-Service ("SaaS") revenue streams.

Historically, the Company generated most of its income through long-term partnerships, comprising a relationship with an S&P 500 bank customer and a relationship with Mastercard International (“Mastercard”). Effective July 1, 2025, the Company's agreement with our S&P 500 bank customer was extended to May 31, 2031, subject to either party having the right to terminate for cause and a right for the customer to cancel for convenience on giving six months' notice. Under the terms of the extension, the Company receives a guaranteed minimum income stream for services, together with hosting and

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other fees and reimbursement of expenses incurred, which are subject to agreed markups of 10% or 20%. Minimum billing for services in the 1st year of the renewal is set at $154,000 per month with annual CPI-related increases. Under the arrangement, total minimum monthly billings will exceed $215,000 per month, subject to CPI-related increases. Based on the strength of the relationship and anticipated service needs, the Company anticipates annual billings exceeding the agreed minimum.

The Company (through its subsidiary, Trust Stamp Malta Ltd.) and QID agreed to enter into a Master Technology Services Agreement, under which QID will contract with the Company for business development, product development, and product operations for identity and privacy services and solutions in return for monthly service fees starting January 1, 2025, and capped at $3.6 million annually. The Company recognized $600 thousand in revenues from this agreement for the year ended December 31, 2025.

The Company also continued to expand the Orchestration Layer platform, which is being utilized by several customers including FIS’ new global identity authentication system. The Orchestration Layer platform is a SaaS platform that includes the Company’s proprietary tokenization technology, and facilitates no-code, and low-code implementations, making adoption faster and even more cost-effective for a broader range of potential customers. The Company expects this platform to accelerate its evolution, from being exclusively a custom solutions provider, to also offering a modular and highly scalable SaaS model with low-code implementation.

Cost of services provided

Cost of services provided generally consists of the cost of hosting fees and cost of labor associated with professional services rendered. Depreciation and amortization expense is not included in cost of services provided.

During the year ended December 31, 2025, Cost of services increased in absolute dollars primarily as a result of increased service requests by our S&P 500 bank customer. We expect the margin will continue to improve until it stabilizes over time.

Research and development

Research and development expenses (“R&D”) consist primarily of personnel costs, including salaries and benefits. Personnel costs are allocated to R&D for time spent working on the preliminary project stage and post-implementation maintenance as well as time spent on bug fixes associated with internal-use software activities, front-end application development in which technological feasibility has not been established, and services rendered to customers under funded software-development arrangements.

During the year ended December 31, 2025, we continued to invest in internal personnel to support our research and development efforts. As a result, research and development expenses increased in absolute dollars.

Selling, general, and administrative

Selling, general, and administrative (“SG&A”) expenses were generally composed of payroll, legal, and professional fees.

We expect that the sales and marketing expenses within the SG&A expenses will increase in absolute dollars as we continue to invest in our potential and current customers, in growing our business, and enhancing our brand awareness.

Depreciation and amortization

The increase in depreciation and amortization is primarily due to a continued investment in internally developed software and patent registrations which will be used for future productization.

Interest expense, net

Interest expense, net consists primarily of interest expense paid or accrued for promissory notes payable. The Company earned interest income in the form of interest on employee stock loans.

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Other income

Other income is mainly driven by miscellaneous income earned that is unrelated to the main focus of the Company’s business operations including the gain or loss on sale of assets.

Other expense

Other expense is mainly driven by miscellaneous expenses unrelated to the Company's primary business operations.

Results of Operations

The following table summarizes our consolidated statements of operations for the years ended December 31, 2025 and 2024.

For the years ended December 31,

Operating expenses:

Non-Operating Income (Expense):

Change in fair value of warrant liability 3,574 1,497

Net loss from equity method investment, related party (75,030) —

Loss on extinguishment of debt (159,035) —

Net loss attributable to non-controlling interest — —

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Comparison of the Years Ended December 31, 2025 and 2024

Net revenue

For the years ended December 31,

During the year ended December 31, 2025, Net revenue increased to $3.14 million, or an 1.85% increase from Net revenue of $3.08 million for the year ended December 31, 2024. During the year ended December 31, 2025, the $3.14 million in Net revenue consisted of $2.02 million from an S&P bank, $600 thousand license fee from QID under the license and assignment agreement between the Company and QID, $151 thousand from Triton, $141 thousand from FIS, $137 thousand from Mastercard, $69 thousand from ID Dataweb, Inc and various other customers for the remaining $20 thousand.

During the year ended December 31, 2025 the increase in Net revenue was primarily attributable to the contract amendment with our S&P 500 bank customer executed on July 1, 2025. The amendment extended the term of the existing agreement until May 31, 2031, with minimum gross revenue exceeding $12.7 million. It provides for changes to the fee structure as well as a new feature development and platform updates. This development resulted in an increase of $666 thousand during the year ended December 31, 2025 when compared to the year ended December 31, 2024.

The Company also had an increase of $62 thousand in Net revenue during the year ended December 31, 2025 as a result of expanded scope of services provided to ID Dataweb, Inc. beyond the original agreement, which was limited to driving license verification. Additional functionalities delivered under a separate statement of work included support for passport and military identification verification, as part of its broader initiative to expand coverage beyond the initial scope.

The Company also had an increase in the number of financial institutions enrolled with the Orchestration Layer increased Net revenue by $52 thousand during the year ended December 31, 2025 when compared to the year ended December 31, 2024. The Orchestration Layer is designed to be a one-stop-shop for Trust Stamp services and provides for easy integration to our products; chargeable on a per-use basis and is accelerating the Company’s evolution from being exclusively a custom solutions provider to also offering a modular and highly scalable SaaS model with low-code implementation. Since its launch in the third quarter of 2022, there have been 110 enterprise customers on the Orchestration Layer platform, including 97 financial institutions, as of December 31, 2025.

During the year ended December 31, 2025, the Company recognized revenue from services performed under a Statement of Work executed pursuant to the Master Technology Services Agreement ("MTSA") with QID, which became effective on January 1, 2025. The Company provided services to QID of $100 thousand per month from January 2025 - June 2025 which was the maximum allowed under the agreement. Starting in July 2025, the agreement allows for billing up to $300 thousand per month thereafter, which the Company did not reach during the year ended December 31, 2025 due to delays in customer implementation. Revenue is recognized in accordance with ASC 606 using the cost incurred input method, which aligns revenue recognition with the proportion of costs incurred relative to total expected costs for the contract. For the year ended December 31, 2025, the Company recognized $600 thousand under this agreement. As the MTSA was not in effect, no revenue was recognized during the year ended December 31, 2024.

Separately from the MTSA, the Company recognized a $1.0 million license fee during the year ended December 31, 2024, under a license and assignment agreement between the Company and QID. This revenue represented a one-time item and did not recur in the year ended December 31, 2025.

The increases to Net revenue were partially offset by an amendment to the Mastercard agreement executed in February 2025 that reduced fixed monthly license fees. As a result, during the year ended December 31, 2025, the Company recognized $348 thousand for software license fees and -$211 thousand for other services, meanwhile, during the year ended December 31, 2024 the Company recognized $345 thousand for software license fees and $79 thousand for other services.

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Cost of services

For the years ended December 31,

Cost of services (“COS”) increased by $318 thousand or 29.77% for the year ended December 31, 2025, compared to the year ended December 31, 2024. The primary driver of the increase in COS during the year ended December 31, 2025 compared to the year ended December 31, 2024 was due to $93 thousand increase in usage of driver license validations under our existing contract with the S&P 500 bank. The Company also had an increase of $88 thousand due to an increase in web services costs resulting from increased third party vendor expenses. Additionally, there was an increase of $75 thousand in internal developer COS allocations as a result of work completed for the QID Master Services Agreement.

Moreover, more development hours were charged directly to COS for the year ended December 31, 2025 when compared to the year ended December 31, 2024 resulting in an increase of $44 thousand in COS. This was mainly due to less work being requested from one of our major customers.

Research and development

For the years ended December 31,

Research and development (“R&D”) expenses increased by $33 thousand, or 1.57% for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase in R&D expense was primarily driven by an increase of $87 thousand in stock-based compensation allocation during the year ended December 31, 2025 compared to the year ended December 31, 2024 due to an increase in the Company's stock price in the award date fair value of employee stock-based compensation on the award date, an increase in the Company's stock price.

Another increase of $16 thousand was noted in R&D expense during the year ended December 31, 2025 primarily due to higher personnel-related costs associated with the expansion of the Company’s development team and annual merit adjustments.

The increases in R&D expense were partially offset by decreases in R&D expenses during the year ended December 31, 2025 primarily driven by a $69 thousand decrease in outsourced software development with 10Clouds as the Company transitioned this work internally resulting in cost savings as internal work is more cost effective. Comparatively, outsourced development costs decreased by 62% when comparing the year ended December 31, 2025 to the year ended December 31, 2024.

Selling, general, and administrative

For the years ended December 31,

Selling, general, and administrative expense (“SG&A”) decreased by $2.04 million, or 23.95%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease in SG&A expense was driven by a $1.68 million decrease in salaries, stock-based compensation, payroll costs, and sales commissions during the year ended December 31, 2025, compared to the year ended December 31, 2024. The $1.68 million decrease includes a $324 thousand reduction in stock-based compensation awards during the year ended December 31, 2025. The decrease in salaries, stock-based compensation, payroll costs, and sales commissions is a result of reductions to the sales team, from 9 team members employed during the year ended December 31, 2024 to no team members during the year ended December 31, 2025. In addition, the EVP of Mergers and Acquisitions left the Company in December 2024 and was not subsequently replaced and the CFO role was vacated in January 2025 and filled internally leaving a vacant role that was not subsequently replaced.

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The Company also had a $237 thousand decrease in legal and professional fees primarily attributable to the cessation of consulting services previously provided by a third-party vendor during the year ended December 31, 2025. The Company also had a decrease of $155 thousandin travel costs attributable to the reduction in employees during the year ended December 31, 2025. Additionally, there were decreases in various other expenses amounting to $116 thousand attributable to marketing, taxes, rent, dues and subscription, IT services, and other operating expenses during the year ended December 31, 2025 compared to the year ended December 31, 2024.

The decreases in SG&A were partially offset by increases for other operating expenses including accounting and audit fees amounting to $141 thousand during the year ended December 31, 2025.

Depreciation and amortization

For the years ended December 31,

Depreciation and amortization (“D&A”) increased by $38 thousand, or 5.17% for the year ended December 31, 2025, compared to the year ended December 31, 2024. The primary driver for the increase in D&A is due to an increase of $47 thousand in software amortization when comparing the year ended December 31, 2025 to the year ended December 31, 2024, brought about by the increase in Capitalized internal-use software of noted as of December 31, 2025.

These increases were partially offset by a $7 thousand decrease in D&A expense related to the disposal and sale of office furniture in the Malta office which occurred during the year ended December 31, 2025.

Operating loss

For the years ended December 31,

The Company’s Operating loss decreased by $1.71 million or 18.22% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease in Operating loss was mainly related to substantial decrease in SG&A expense and an increase in Net revenue.

Interest expense, net

For the years ended December 31,

Interest expense, net decreased by $363 thousand, or 71.30% for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease in interest expense is primarily due to a decrease of $372 thousand as a result of the Company entering into two subordinated business loans and security agreements during the year ended December 31, 2024. Both loans were fully settled by December 31, 2025.

There was also a decrease of $28 thousand when comparing the year ended December 31, 2025 to the year ended December 31, 2024 due to lower Interest expense accrued for payroll tax obligations during the year ended December 31, 2024, driven by lower overall compensation during the year ended December 31, 2025 compared to the year ended December 31, 2024. Additionally, the Company had a $14 thousand decrease during the year ended December 31, 2025 as a result of the Malta loan interest rate decreasing from 6.5% for the year ended December 31, 2024 to 5.15% for the year ended December 31, 2025.

The decrease in Interest expense was partially offset by the Company's entry into a note purchase agreement with Streeterville Capital, LLC on July 1, 2025. The note carried an original issue discount, legal fees, and accrued interest at nine percent (9%) per annum. The Company recorded interest expense of $52 thousand and discount amortization of $50

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thousand during the year ended December 31, 2025. The Company repaid the outstanding principal and accrued interest of this note in full on October 1, 2025.

Change in fair value of warrant liability

For the years ended December 31,

The Company recognized a gain in Change in fair value of warrant liability during the year ended December 31, 2025 of $4 thousand compared to a gain of $1 thousand during the year ended December 31, 2024. This change is based on the fair value assessment and adjustment for one warrant liability as described in Note 3 to the consolidated financial statements provided under Item 1 of this report.

Other income

For the years ended December 31,

Other income decreased by $718 thousand for the year ended December 31, 2025, compared to the year ended December 31, 2024. During the year ended December 31, 2024, the Company signed a license agreement with Boumarang in exchange for 5,000,000 prepaid warrants from Boumarang that were valued at $1.00 per warrant or $5.00 million and accounted for by recording as an investment and other income. Subsequently, the Company recorded a $4.38 million impairment to other income for the Boumarang prepaid warrants as a result of a change in fair value identified by an observable market transaction. The net impact to Other income during the year ended December 31, 2024 was $705 thousand. In addition, there was a $187 thousand gain recorded during the year ended December 31, 2024 from a settlement of a mobile hardware bill. The Company negotiated for a lower payment in the settlement resulting in the gain during the year ended December 31, 2024. There was no such gain or impairment during the year ended December 31, 2025.

The decreases were partially offset by an increase of $87 thousand related to the recognition of grant income from two separate Malta grants during the year ended December 31, 2025.

Other expense

For the years ended December 31,

Other expense decreased by $1.17 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. During the year ended December 31, 2025, the Company recorded $360 thousand to Other expense for impairment of the Boumarang prepaid warrant and common stock investment as a result of a change in fair value identified by qualitative assessment. Other expenses during the year ended December 31, 2024 were significantly higher due to the Company incurring $1.17 million during the year ended December 31, 2024 due to the Company entering into a Termination and Release Agreement between the Company and an institutional investor that terminated the remaining stock purchase warrants in exchange for the Company making a $1,650,000 payment to the institutional investor. In addition, the Company recorded a $360 thousand inducement expense during the year ended December 31, 2024 as a result of the Company entering into a securities purchase agreement on September 10, 2024 as an inducement to a previously executed securities purchase agreement dated July 13, 2024. The Company incurred $2 thousand and $711 in unrealized loss on foreign currency translation expense for the year ended December 31, 2025 and 2024, respectively, for intercompany transactions between the parent company, T Stamp Inc., and its subsidiaries.

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Liquidity and Capital Resources

As of December 31, 2025, the Company had approximately $6.04 million cash in its banking accounts. The Company is generating revenues, but has not yet generated profits, with a net loss for the year ended December 31, 2025 of $8.33 million, Net operating cash outflows of $5.69 million for the same period, and an accumulated deficit of $69.78 million as of December 31, 2025. During the year ended December 31, 2025, the Company entered into a number of financing arrangements with institutional investors pursuant to which it raised capital from the (registered and unregistered) sale of its Class A Common Stock, as well as warrants convertible into shares of its Class A Common Stock, to help support its operations.

The Company is not currently generating sufficient cash to meet its requirements for the next 12 months. The Company anticipates that it will need to raise capital from equity and/or debt financings within the next twelve (12) months in order to fund its operations unless it receives additional revenue from sales in progress but not currently booked. The Company also anticipates it may need to raise capital from equity and/or debt financings beyond the next 12 months to fund its operations.

As of December 31, 2025, the Company had no current loans payable. For more information see Note 2 to the consolidated financial statements provided under Item 8 of this report.

Our future capital requirements will depend on many factors, including, but not limited to, the rate of our growth, our ability to attract and retain customers and their willingness and ability to pay for our products and services, and the timing and extent of spending to support our efforts to market and develop our products. Further, we may enter into future arrangements to acquire or invest in businesses, products, services, strategic partnerships, and technologies as such we may seek additional equity or debt financing on an as needed or opportunistic basis. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If additional funds are not available to us on acceptable terms, or at all, our business, financial condition, and results of operations could be adversely affected.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, with a Net loss in the year ended December 31, 2025 of $8.33 million, Net operating cash outflows of $5.69 million for the same period, and an Accumulated deficit of $69.78 million as of December 31, 2025.

The Company’s ability to continue as a going concern in the next twelve months, following the date the consolidated financial statements were available to be issued, is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenue and raise capital as needed to satisfy its capital needs. While the negotiation of significant additional revenue is well advanced, it has not reached a stage that allows it to be factored into a going concern evaluation. In addition, although the Company has previously been successful in raising capital as needed and has already made plans to do so as well as restructuring expenses to meet the Company’s cash needs, no assurance can be given that the Company will be successful in its capital raising efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for 12 months since issuance date.

Cash Flows

The following table summarizes our cash flows for the year ended December 31, 2025 and 2024:

For the years ended December 31,

Net cash flows from investing activities $ (929,478) $ (906,671)

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Operating Activities

Net cash flows used in operating activities decreased by 36.26% from $8.92 million during the year ended December 31, 2024, compared to $5.69 million during the year ended December 31, 2025. Of the $8.33 million Net loss for the year ended December 31, 2025, there were various cash and non-cash adjustments that were added back or deducted to the Net loss to arrive at $5.69 million cash used for operating activities for the year ended December 31, 2025.

Those adjustments included the add back of $971 thousand related to stock-based compensation. There was a $345 thousand decrease in stock-based compensation during the year ended December 31, 2025 when compared to the year ended December 31, 2024. Another add back of $900 thousand is included for note receivable payments received from a license agreement with QID entered into on November 12, 2024. Additionally, there is an add back of $767 thousand for non-cash depreciation and amortization, $139 thousand in non-cash lease expense, $111 thousand in non-cash interest expense, 10.00% of QID's net loss or $75 thousand recorded as a Change in value of an equity method investment, $30 thousand for prepaid expenses, as well as, $51 thousand for amortization of the debt discount for the Secured Promissory Note entered into on July 1, 2025 and fully repaid as of December 31, 2025.

The add backs were offset by reductions in certain cash and noncash adjustments including $647 thousand for cash received on accounts receivable, including related party receivable, $136 thousand from operating lease liabilities, $86 thousand in deferred revenue primarily due to the recognition of revenue from a grant agreement between the Company, government of Malta, and the University of Malta during the year ended December 31, 2025, and $74 thousand from the decrease in accruals.

Investing Activities

Net cash used in investing activities during the year ended December 31, 2025 was $929 thousand, compared to net cash of $907 thousand used in the year ended December 31, 2024. Cash used in investing activities during the year ended December 31, 2025 related primarily to continued investments in technologies intended to be capitalized and monetized over time, as well as, an increase in purchases of equipment used during the year ended December 31, 2025.

Financing Activities

During the year ended December 31, 2025, Net cash flows from financing activities was $9.89 million, compared to Net cash flows from financing activities of $9.49 million for the year ended December 31, 2025. During the year ended December 31, 2025, the Company raised net proceeds of $3.21 million on January 6, 2025 and $4.02 million on October 31, 2025, respectively, from two separate securities purchase agreements with an institutional investor for the issuance of Class A Common Stock, pre-funded warrants, and common stock warrants. The Company also successfully raised funds under the Equity Distribution Agreement with Maxim Group LLC (pursuant to which the Company may offer and sell, from time to time, through Maxim, as sales agent or principal up to $6,196,000 worth of its shares of Common Stock) totaling $6.01 million in net proceeds.

On July 1, 2025, the Company entered into a Note Purchase Agreement pursuant to a Secured Promissory Note in the principal amount of $2.21 million including an original issue discount of $200 thousand and $10 thousand for legal fees incurred in connection with the purchase and sale of the note. The note has been fully repaid as of December 31, 2025. In addition, on January 10, 2025, the Company repaid the Sentilink secured promissory note payable in full including the principal balance of $3.00 million and interest of $69 thousand.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, as well as related disclosures. Our significant accounting policies are disclosed in Note 1 to our consolidated financial statements in this Annual Report on Form 10-K. Management believes that there are no critical accounting estimates in these financial statements.

Item 6. Reserved

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information required under this item.

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Item 8. Financial Statements and Supplementary Data

T STAMP INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4

Notes to Consolidated Financial Statements F-10

F-1

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

T Stamp, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of T Stamp, Inc. (the “Company”) as of December 31, 2025, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for the year ended December 31, 2025 and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C

We have served as the Company’s auditor since2022(such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024).

Marlton, New Jersey

March 31, 2026

F-2

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

T Stamp, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of T Stamp Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for the year endedDecember 31, 2024, and the related notes(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year endedDecember 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

Emphasis of Matter

As discussed in Note 1, the accompanying consolidated financial statements reflect retrospective application of the reverse stock split.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor from 2022 to 2025.

Marlton, New Jersey

March 31, 2025

F-3

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T STAMP INC.

CONSOLIDATED BALANCE SHEETS

As of December 31,

ASSETS

Current Assets:

Note receivable, related party — 1,000,000

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Short-term operating lease liabilities 56,883 84,549

Long-term operating lease liabilities 18,232 38,369

Commitments, Note 13

Stockholders’ Equity:

(*) Adjusted retroactively for reverse stock splits, see Note 1.

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

F-4

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T STAMP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended December 31,

Operating expenses:

Non-Operating Income (Expense):

Change in fair value of warrant liability 3,574 1,497

Net loss from equity method investment, related party (75,030) —

Loss on extinguishment of debt (159,035) —

Net loss attributable to non-controlling interest — —

(*) Adjusted retroactively for reverse stock splits, see Note 1.

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

F-5

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T STAMP INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

For the years ended December 31,

Other comprehensive income (loss):

Foreign currency translation adjustments (169,894) 41,478

Total other comprehensive income (loss) (169,894) 41,478

Comprehensive loss attributable to non-controlling interest — —

Comprehensive loss attributable to T Stamp Inc. $ (8,494,993) $ (12,503,115)

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

F-6

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T STAMP INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Shares Amount Shares Amount

Termination of common stock warrant agreement — — (483,560) — — — — — (483,560)

Currency translation adjustment — — — — — 41,478 — — 41,478

Reverse stock split rounding* 1,695 17 (17) — — — — — —

Currency translation adjustment — — — — — (169,894) — — (169,894)

(*) Adjusted retroactively for reverse stock splits, see Note 1.

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

F-7

T STAMP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31,

Cash flows from operating activities:

Net loss attributable to non-controlling interest — —

Adjustments to reconcile net loss to cash flows used in operating activities:

Change in value of equity method investment, related party 75,030 —

Amortization of debt discount 50,966 —

Change in fair value of warrant liability (3,574) (1,497)

Impairment on investment 359,606 —

Impairment on intangible assets 9,681 —

Impairment of capitalized internal-use software 6,572 27,590

Non-cash loss on extingusihment of debt 159,033 —

Non-cash write off of mobile hardware — (162,130)

Loss on retirement of equipment — 10,941

Loss on inducement agreements — 360,307

Loss on termination of warrant agreement — 1,166,440

Non-cash investment gain — (619,212)

Changes in assets and liabilities:

Prepaid expenses and other current assets 29,802 428,813

Cash flows from investing activities:

Capitalized internally developed software costs (772,185) (662,265)

Purchases of property and equipment (46,069) (14,666)

Net cash flows used in investing activities (929,478) (906,671)

Cash flows from financing activities:

Forfeited common stock shares to satisfy taxes (19,386) (56,993)

Payment to terminate common stock warrant agreement — (1,650,000)

Proceeds from exercise of warrants to common stock — 1,543,251

Effect of foreign currency translation on cash (20,702) (23,355)

F-8

T STAMP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Supplemental disclosure of cash flow information:

Cash paid during the period for interest $ 70,279 $ 180,562

Supplemental disclosure of non-cash activities:

Debt discount in connection with loan payable $ 210,000 $ —

Non-cash contributions to equity method investment $ 160,000 $ —

Equity issued for professional services $ — $ 150,000

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

F-9

T STAMP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Summary of Significant Accounting Policies and Going Concern

Description of Business — T Stamp Inc. was incorporated in the State of Delaware on April 11, 2016. T Stamp Inc. and its subsidiaries (“Trust Stamp,” “we,” “us,” “our,” or the “Company”) develop and market artificial intelligence-powered or enabled software solutions for enterprise and government partners and peer-to-peer markets.

Trust Stamp primarily develops proprietary artificial intelligence-powered solutions, researching and leveraging machine learning/artificial intelligence, including computer vision, cryptography, and data mining, to process and protect data and deliver insightful outputs that identify and defend against fraud, protect sensitive user information, facilitate automated processes, and extend the reach of digital services through global accessibility. We utilize the power and agility of technologies such as GPU processing, blockchain, edge computing, neural networks, and large language models to process and protect data faster and more effectively than historically possible, to deliver results at a disruptively low cost for usage across multiple industries.

Reverse Split — On December 30, 2024, the Company filed a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation, which was previously approved by the Company’s stockholders at the special meeting held on November 18, 2024 and described in the Company’s definitive proxy statement filed with the SEC on September 30, 2024, to effectuate a reverse stock split at a ratio of one (1) share of Common Stock for every fifteen (15) shares of Common Stock (the “Reverse Stock Split”) which became effective as of the opening of business on January 6, 2025 (the “Effective Time”). Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split.

Going Concern — The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, with a Net loss in the year ended December 31, 2025 of $8.33 million, negative Net operating cash outflows of $5.69 million for the same period, positive working capital of $6.52 million and an Accumulated deficit of $69.78 million as of December 31, 2025.

The Company’s ability to continue as a going concern in the next twelve months following the date the consolidated financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenue and raise capital as needed to satisfy the Company’s capital needs. While the negotiation of significant additional revenue is well advanced, it has not reached a stage that allows it to be factored into a going concern evaluation. In addition, although the Company has previously been successful in raising capital as needed and has already made plans to do so as well as restructuring expenses to meet the Company’s cash needs, no assurance can be given that the Company will be successful in its capital raising efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for twelve months since issuance date.

Basis of Presentation—The accompanying consolidated financial statements have been prepared in conformity with US Generally Accepted Accounting Principles (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

Basis of Consolidation— The accompanying consolidated financial statements reflect the activity of the Company and its subsidiaries, Trust Stamp Malta Limited (“Trust Stamp Malta”), Biometric Innovations Limited (“Biometrics”), Trust Stamp Rwanda Limited, Trust Stamp Denmark ApS, Trust Stamp Nigeria Limited, Quantum Foundation, Trusted Mail Inc. (“Trusted Mail”), and Finnovation LLC (“Finnovation”). All significant intercompany transactions and accounts have been eliminated.

F-10

Variable Interest Entity — On April 9, 2019, management created a new entity, Tstamp Incentive Holdings (“TSIH”) to which the Company issued 21,368 shares of Class A Common Stock that the Board of Directors of TSIH could use for employee stock awards in the future. The purpose of the entity was to provide an analogous structure to a traditional stock incentive plan. As of December 31, 2025 and the date of this report, no shares of Class A Common Stock are held by TSIH as all shares have been issued pursuant to employee Restricted Stock Units. The Company has completed the process of administratively dissolving TSIH with the dissolution effective as of February 13, 2025.

The Company does not own any of the shares of Class A Common Stock of the Company held by TSIH. The Company considers this entity to be a variable interest entity (“VIE”) because it is thinly capitalized and holds no cash. Because the Company does not own shares in TSIH, management believes that this gives the Company a variable interest. Further, management of the Company also acts as management of TSIH and is the decision-maker as management grants shares held by TSIH to employees of the Company. As this VIE owns only shares in the Company and no other liabilities or assets, the Company is the primary beneficiary of TSIH and will consolidate the VIE.

Use of Estimates—The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates their estimates that include, but are not limited to, measuring satisfaction of a performance obligation over time, related to revenue contracts that are not fully complete at the end of a fiscal year, capitalization and estimated useful life of internal-use software, the allowance for doubtful accounts, the fair value of financial assets and liabilities, the recoverability of Goodwill, stock-based compensation, impairment of long-lived assets, the valuation of deferred tax assets and uncertain tax positions, and warrant liabilities. We base our estimates on assumptions, both historical and forward-looking trends, and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Segment Information— The Company has a single operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources.

Risks and Uncertainties—The Company is dependent upon additional capital resources for its planned full-scale operations, and is subject to significant risks and uncertainties, including failing to secure funding to continue to operationalize the Company’s plans or failing to profitably operate the business.

Major Customers and Concentration of Risks — Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of Cash and cash equivalents, and Accounts receivable. We maintain our Cash and cash equivalents with high-quality financial institutions, mainly in the United States; the composition of which are regularly monitored by us. The Federal Deposit Insurance Corporation covers $250 thousand for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. As of December 31, 2025 and 2024, the Company had $5.45 million and $2.16 million in U.S. bank accounts, respectively, which exceeded these insured amounts. Management believes minimal credit risk exists with respect to these financial institutions and the Company has not experienced any losses on such amounts.

For Accounts receivable, we are exposed to credit risk in the event of nonpayment by customers to the extent the amounts are recorded in the consolidated balance sheets. We extend different levels of credit and maintain reserves for potential credit losses based upon the expected collectability of Accounts receivable. We manage credit risk related to our customers by performing periodic evaluations of credit worthiness and applying other credit risk monitoring procedures.

Two customers represented 85.34% or 46.93%and38.41%, of the balance of total Accounts receivable as of December 31, 2025 and one customer represented 78.50%, of the balance of total Accounts receivable as of December 31, 2024. The Company seeks to mitigate its credit risk with respect to Accounts receivable by contracting with large commercial customers and government agencies, and regularly monitoring the aging of Accounts receivable balances. As of December 31, 2025 and 2024, the Company had not experienced any significant losses on its Accounts receivable.

During the year ended December 31, 2025, the Company sold to primarily two customers which made up approximately 83.48% of total Net revenue, and consisted of 64.36% and19.12% from an S&P 500 Bank and QID, respectively.

F-11

Additionally, during the year ended December 31, 2024, the Company sold to primarily three customers which made up approximately 90.14% of total Net revenue, and consisted of 43.94%, 32.44%, and 13.76% from an S&P 500 Bank, QID, and Mastercard, respectively.

Foreign Currencies —The functional currencies of the Company’s foreign subsidiaries are the local currencies. For those subsidiaries, the assets and liabilities are translated into U.S. dollars at the exchange rate method at the consolidated balance sheet date. The Company’s other comprehensive (loss) is comprised of foreign currency translation adjustments related to the Company’s foreign subsidiaries. Income and expenses are translated at the average exchange rates for the period. Foreign currency transaction gains and losses are included in Other income or Other expense in the consolidated statements of operations.

Cash and Cash Equivalents — Cash and cash equivalents consist of cash in banks and bank deposits. The Company considers all highly liquid instruments purchased with an original maturity of three months or less when purchased as cash equivalents.

Accounts Receivable and Allowance for Credit Losses — Accounts receivable are recorded at the invoiced amount, net of an allowance for credit losses, if any. The Company’s trade receivables primarily arise from the sale of our products to customers through contracts for software licenses and subscriptions, software usage, web hosting fees, and software development with payment terms of 60 days. The Company evaluates the credit risk of a customer when extending credit based on a combination of various financial and qualitative factors that may affect the customers’ ability to pay. These factors include the customers’ financial condition and past payment experience.

The Company maintains an allowance for credit losses, which represents an estimate of expected losses over the remaining contractual life of its receivables considering current market conditions and estimates for supportable forecasts when appropriate. The Company measures expected credit losses on its trade receivables on a customer basis. The estimate of expected credit losses considers any historical losses, delinquency trends, collection experience, and/or economic risk where appropriate. Additionally, management develops a specific allowance for trade receivables known to have a high risk of expected future credit loss.

The Company has historically experienced immaterial write-offs given the nature of the customers and contracts. As of December 31, 2025, the Company had gross receivables of $950 thousand and an allowance for credit losses of $11 thousand. As of December 31, 2024, the Company had gross receivables of $344 thousand and $11 thousand allowance for credit losses. As of December 31, 2025 and 2024, Accounts receivable includes no unbilled receivables.

Accounts receivable balances, net, were $938 thousand, $333 thousand, and $686 thousand as of December 31, 2025, December 31, 2024, and January 1, 2024, respectively.

Property and Equipment, Net — Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs that do not improve or extend the useful lives of the assets are expensed when incurred, whereas additions and major improvements are capitalized. Upon sale or retirement of assets, the cost and related accumulated depreciation are derecognized from the consolidated balance sheet and any resulting gain or loss is recorded in the consolidated statements of operations in the period realized.

Capitalized Internal-Use Software, Net—Capitalized Internal-Use Software, Net is a combination of costs related to software developed, modified, or acquired solely to meet Trust Stamp's internal requirements, with no substantive plans to market such software at the time of development or acquisition are capitalized, and costs related to the development of software-as-a-service ("SaaS") based solutions. The Company capitalizes eligible costs to develop Capitalized Internal-Use Software and SaaS solutions that are incurred subsequent to the preliminary project stage throughout the development stage. These costs consist of personnel costs (including salaries, related benefits, and stock-based compensation) and certain third-party costs that are incurred during the application development stage. We also capitalize the costs incurred to upgrade and enhance that result in additional functionality. Costs incurred during the preliminary project stage, the post-implementation operational stage, and for maintenance are expensed as incurred. Maintenance costs are expensed as incurred. The estimated useful life of costs capitalized is evaluated for each specific project that is generally five years. Actual economic lives may differ from estimated useful lives. Periodic reviews could result in a change in estimated useful lives and therefore changes in amortization expense in future periods.

F-12

Accounting for Impairment of Long-Lived Assets — Long-lived assets with finite lives include Property and equipment, net, Capitalized internal-use software, Operating lease right-of-use assets, and Intangible assets, net subject to amortization. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

As of December 31, 2025, the Company determined that $7 thousand of Capitalized internal-use software was impaired. The impaired Capitalized internal-use software was expensed to Research and development during the year ended December 31, 2025. As of December 31, 2024, the Company determined that $25 thousand of Capitalized internal-use software and $2 thousand of Intangible assets was impaired. The impaired Capitalized internal-use software was expensed to Research and development during the year ended December 31, 2024.

Investment— Cost method investments are accounted for in accordance with ASC 321, Investments – Equity Securities (“ASC 321”). Under this guidance, investments in equity securities in privately-held companies without readily determinable fair values are generally recorded at cost, plus or minus subsequent observable price changes in identical or similar investments, less impairments. The Company elected the practical expedient permitted by ASC 321 and recorded the above investment on a cost basis. As a part of the assessment for impairment indicators, the Company considers significant deterioration in the earnings performance and overall business prospects of the investee as well as significant adverse changes in the external environment the investment operate. If qualitative assessment indicates the investment is impaired, the fair value of the investments would be estimated, which would involve a significant degree of judgment and subjectivity.

The Company evaluates the investment on a quarterly basis for indicators of impairment or observable price changes in orderly transactions for the same or similar investments.

Goodwill— Goodwill is accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 350, Intangibles—Goodwill and Other. The Company allocates the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase consideration transferred over the fair value of the net assets acquired, including other Intangible assets, net, is recorded as Goodwill. Goodwill is tested for impairment at the reporting unit level at least quarterly or more frequently when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred. In assessing Goodwill for impairment, the Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors including economic conditions, industry and market conditions and developments, overall financial performance and other relevant entity-specific events in determining whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. Should the Company conclude that it is more likely than not that the recorded Goodwill amounts have been impaired, the Company would perform the impairment test. Goodwill impairment exists when a reporting unit’s carrying value exceeds its fair value. Significant judgment is applied when Goodwill is assessed for impairment. There were no impairment charges to Goodwill during the year ended December 31, 2025.

Fair Value of Assets and Liabilities—The Company follows the relevant U.S. GAAP guidance regarding the determination and measurement of the fair value of assets/liabilities; in which fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction valuation hierarchy which requires an entity to maximize the use of observable inputs when measuring fair value. The guidance describes the following three levels of inputs that may be used in the methodology to measure fair value:

Level 1 – Quoted prices available in active markets for identical investments as of the reporting date;

Level 2 – Inputs other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date; and

Level 3 – Unobservable inputs, which are to be used in situations where there is little or no market activity for the asset or liability and wherein the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk.

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A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The estimated fair values of Cash and cash equivalents, Accounts receivable, Related party receivables, Prepaid expenses and other current assets, Other assets, Accounts payable, Related party payables, Accrued expenses, Deferred revenue, Customer deposit liabilities, and Notes payable approximate their carrying values. The fair values of warrant liabilities issued in connection with equity or debt issuance are determined using the Black-Scholes valuation model, a “Level 3” fair value measurement, based on the estimated fair value of the underlying common stock, volatility based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other entities, the expected life based on the remaining contractual term of the conversion option and warrant liabilities and the risk free interest rate based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrant liability’s contractual life. The Company accounts for its financial assets and liabilities at fair value regularly. The Company evaluates the fair value of its non-financial assets and liabilities on a nonrecurring basis.

Revenue Recognition—The Company derives its revenue primarily from professional services. The components of these revenues include but are not limited to:

•Software License and Subscription

•Software Usage (Orchestration Layer)

•Web Hosting Fees

•Software Development.

Revenue is recognized upon transfer of control of promised products and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. If the consideration promised in a contract includes a variable amount, the Company includes an estimate of the amount it expects to receive or the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company allocates the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Company expects to be entitled for transferring the promised goods or services to the customer. The best evidence of a standalone selling price is the observable price of a good or service when the Company sells that good or service separately in similar circumstances and to similar customers. If a standalone selling price is not directly observable, the Company estimates the standalone selling price at an amount that results in the allocation of the transaction price meeting the allocation objectives by considering all information (including market conditions, entity-specific factors, and information about the customer or class of customer) reasonably available.

The Company determines the amount of revenue to be recognized through the application of the following steps:

•Identification of the contract, or contracts with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenue when or as the Company satisfies the performance obligations.

At contract inception, the Company will assess the services agreed upon within each contract and assess whether each service is distinct and determine those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In general, each contract with a customer consists of a single performance obligation to perform services in which revenue is recognized when the service has been delivered. For performance obligations that the Company satisfies over time, The Company recognizes revenue over time using an output method based on the passage of time, as our customers simultaneously receive and consume the benefits of our services throughout the contract term. This method provides a faithful depiction of the transfer of services because our customers have continuous access to the platform and its features during the contract period, and the benefits of the service are consumed over time.

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Remaining Performance Obligations — The Company’s arrangements with its customers often have terms that span over multiple years. Revenue allocated to remaining performance obligations represents non-cancelable contracted revenue that has not yet been recognized, which includes deferred revenue and, in certain instances, amounts that will be invoiced. The Company has elected the practical expedient allowing the Company to not disclose remaining performance obligations for contracts with original terms of twelve months or less. Cancellable contracted revenue, which includes customer deposit liabilities, is not considered a remaining performance obligation. As of December 31, 2025 and 2024, the Company did not have any related performance obligations for contracts with terms exceeding twelve months.

Disaggregation of Revenue

For the years ended December 31,

The Company’s Net revenues are primarily generated in the United States. Net revenues earned that were United States based were $3.12 million and $3.08 million for the years ended December 31, 2025 and 2024, respectively, while non-United States based revenues earned were $17 thousand and $4 thousand, respectively.

Contract Balances—The timing of customer billing and payment relative to the start of the service period varies from contract to contract; however, the Company bills many of its customers in advance of the provision of services under its contracts, resulting in liabilities consisting of either deferred revenue (a “contract liability”) or customer deposit liabilities. Deferred revenue represents billings under non-cancelable contracts before the related product or service is transferred to the customer. Such amounts are recognized by the Company over the life of the contract upon meeting the revenue recognition criteria, but generally within one year. Customer deposit liabilities consist of billings or payments received in advance of the start of the contractual term or for anticipated revenue-generating activities for the portion of a contract term that is subject to cancellation for convenience. Certain of the Company’s arrangements generally include terms that allow the customer to terminate the contract for convenience and receive a refund of the amount of the customer deposit for the percentage of the work not performed prior to the notice of termination. In these arrangements, the Company concluded there are no enforceable rights and obligations after such notice period and therefore, the consideration received or due from the customer that is subject to termination for convenience is recorded as customer deposit liabilities.

The payment terms and conditions vary by contract; however, the Company’s terms generally require payment within 30 to 60 days from the invoice date. In instances where the timing of revenue recognition differs from the timing of payment, the Company elected to apply the practical expedient in accordance with ASC 606 to not adjust contract consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when promised goods and services are transferred to the customer and when the customer pays for those goods and services will be one year or less. As such, the Company determined its contracts do not generally contain a significant financing component.

Deferred revenue balance as of January 1, 2024 $ 10,800

Less: Revenue recognized (1,383,492)

Less: Revenue recognized (596,730)

Deferred revenue balance as of December 31, 2025 $ 71,324

Costs to Obtain and Fulfill Contracts—Incremental costs of obtaining a contract include only those costs that are directly related to the acquisition of contracts, including sales commissions, and that would not have been incurred if the contract had not been obtained. In alignment with ASC 340, Other Assets and Deferred Costs ("ASC 340"), the Company recognizes an asset for the incremental costs of obtaining a contract with a customer if we expect to recover the costs. The Company elected to apply the practical expedient in accordance with ASC 340 which allows the Company to expense

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commissions as incurred when the contract term is twelve months or less in total. Costs to obtain contracts and costs to fulfill contracts were not material in the periods presented.

Warrants—The Company accounts for stock warrants as either equity instruments, derivative liabilities, or liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”), depending on the specific terms of the warrant agreement.

Cost of Services Provided — Cost of services generally consists of the cost of hosting fees, materials, and cost of labor associated with professional services rendered. Depreciation and amortization expense is not included in Cost of services.

Research and Development—Research and development costs are expensed as incurred and consist primarily of personnel costs such as salaries and benefits and relate primarily to time spent during the preliminary project stage, post implementation maintenance, bug fixes associated with Capitalized internal-use software activities, and front-end application development in which technological feasibility has not been established. Depreciation and amortization expense is not included in Research and development.

Advertising—Advertising costs are expensed as incurred. Advertising and marketing expense totaled $54 thousand and $60 thousand for the year ended December 31, 2025 and 2024, respectively.

Stock-Based Compensation—The Company accounts for its stock-based compensation arrangements at fair value. Fair value of each stock-based award is estimated on the date of grant using either the Black-Scholes-Merton Model for stock options granted or using the fair value of a common stock for stock grants and restricted stock units. The Black-Scholes-Merton option-pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common shares, the expected term of the share option, the expected volatility of the price of our common shares, risk-free interest rates, and the expected dividend yield of common shares. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The calculated fair value is recognized as expense over the requisite service period using the straight-line method. Forfeitures are accounted for in the period in which they occur. Trust Stamp offers the indirect repurchase of shares through a net-settlement feature upon the vesting of RSU awards to satisfy minimum statutory tax-withholding requirements for the recipient.

Income Taxes— The Company records income tax provisions for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts for financial reporting purposes and the tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. The deferred assets and liabilities are measured using the statutorily enacted tax rates anticipated to be in effect when those tax assets and liabilities are expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date.

A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income in assessing the need for a valuation allowance.

The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than 50% likely) to be realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in Income tax benefit (expense). The Company adjusts these reserves in accordance with the income tax guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences may affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results.

There were no discrete items that impacted the effective tax rate for the year ended December 31, 2025 and 2024, respectively. The rate remained consistent over the period due to the full valuation allowance recorded in the period.

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The Company had an effective tax rate of 0% for the year ended December 31, 2025 and 2024, respectively. The Company has incurred U.S. operating losses and has minimal profits in foreign jurisdictions.

Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. In making this determination, management considers all available positive and negative evidence affecting specific deferred tax assets, including the Company’s past and anticipated future performance, the reversal of deferred tax liabilities, the length of carry-back and carry-forward periods, and the implementation of tax planning strategies.

The Company had unrecognized tax benefits of $219,889 and $179,778 as of December 31, 2025 and 2024, respectively.

It is the Company’s policy to recognize interest and penalties related to income tax matters in Income tax benefit (expense). The Company has not accrued any penalties related to uncertain tax positions due to offsetting tax attributes as of December 31, 2025 and 2024.

The Company files U.S. federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitation. The only material jurisdiction where the Company is subject to potential examination by tax authorities is the U.S. (federal and state) for tax years 2022 through 2025.

Leases — The Company determines if a contract is a lease or contains a lease at the inception of the contract in accordance with Accounting Standards Update No. 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments ("ASC 842"). All leases are assessed for classification as an operating lease or a finance lease. The lease term begins on the commencement date, the date the Company takes possession of the property, and the commencement date is used to calculate straight-line expense for operating leases. The lease may include options to extend or terminate the lease. When it is reasonably certain that the option will be exercised, the Company reassess our conclusions to account for the modified contract.

Operating lease right-of-use assets represent the Company’s right to use an underlying asset during a lease term and are included in non-current assets on our consolidated balance sheet. Operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease liabilities are divided into two classifications on our consolidated balance sheet as a current liability, Short-term operating lease liabilities, and a non-current liability, Long-term operating lease liabilities. The Company does not have any finance lease right-of-use assets or finance lease liabilities.

The Company’s operating lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. The interest rate implicit in the lease is not readily determinable, therefore, the Company uses an estimated incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company’s Operating lease right-of-use assets are also recognized at the applicable lease commencement date. The Operating lease right-of-use asset equals the carrying amount of the related operating lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable Operating lease right-of-use asset or operating lease liability.

The term of our leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also include options to renew or extend the lease (including by not terminating the lease) that we are reasonably certain to exercise. We establish the term of each lease at lease commencement and reassess that term in subsequent periods if a triggering event occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term.

Some lease contracts include lease and non-lease components. Trust Stamp elected the practical expedient offered by ASC 842 to not separate the lease components from non-lease components. As a result, the Company accounts for leases as a single lease component.

In addition, the Company elected not to recognize right-of-use assets and lease liabilities for leases term of twelve months or less. The short-term lease expenses are recognized on a straight-line basis over the lease term.

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Commitments and Contingencies — Liabilities for loss contingencies arising from claims, disputes, legal proceedings, fines and penalties, and other sources are recorded when it is probable that a liability has been or will be incurred and the amount of the liability can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recoveries of such legal costs from insurance policies are recorded as an offset to legal expenses in the period they are received.

Net Loss per Share Attributable to Common Stockholders —Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by giving effect to all potentially dilutive Class A Common Stock equivalents for the period. For the purposes of this calculation, stock-based awards, warrants, and the conversion option of convertible notes are considered to be potential common shares outstanding. Since the Company incurred net losses for each of the periods presented, diluted net loss per share is the same as basic net loss per share. The Company’s potential common shares outstanding were not included in the calculation of diluted net loss per share as the effect would be anti-dilutive.

Recent Accounting Pronouncements Not Yet Adopted— On November 4, 2024, the FASB issued Update 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general, and administrative expenses, and research and development expenses). In January 2025, the FASB issued ASU Update 2025-01, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)". ASU 2025-01 amends the effective date of ASU2024-03 to clarify the effective date for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this Update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statement disclosures.

In May 2025, the FASB issued ASU 2025-04, "Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) Clarifications to Share-Based Consideration Payable to a Customer". The update is intended to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer. In addition, the ASU clarifies that the guidance in ASC 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer regardless of whether an award’s grant date has occurred (as determined under ASC 718). Early adoption is permitted and the amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption is permitted for all entities. The amendments in this Update permit a grantor to apply the new guidance on either a modified retrospective or a retrospective basis. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software".The update introduces targeted amendments to clarify the capitalization principles, recognition threshold, and disclosure requirements for internal-use software development costs, relocates related website development guidance from Subtopic 350-50, and enhances consistency in the application of GAAP without conforming to the software-to-be-sold model under Subtopic 985-20. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period. Entities should apply the new guidance prospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statement disclosures.

In September 2025, the FASB issued ASU 2025-07, "Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract".The amendments in the update exclude from derivative accounting non-exchange traded contracts with foundations that are based on operations or activities specific to one of the parties to the contract. However, this scope exception does not apply to (1) variables based on a market rate, market price, or market index, (2) variables based on the price or performance of a financial asset or financial liability of one of the parties to the contract, (3) contracts (or features) involving the issuer’s own equity that are evaluated under the guidance in Subtopic 815-40. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim

F-18

reporting periods within those annual reporting periods, with early adoption permitted. An entity is permitted to apply the amendments in this Update either (1) prospectively to new contracts entered into on or after the date of adoption or (2) on a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption for contracts existing as of the beginning of the annual reporting period of adoption. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets". The update amends ASC 326-20 to provide a practical expedient (for all entities) and an accounting policy election (available to all entities other than public business entities) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The Board developed the new guidance in conjunction with the Private Company Council to address concerns from stakeholders that estimating expected credit losses can be costly and complex for such transactions. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. Entities should apply the new guidance prospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statement disclosures.

Recently Adopted Accounting Pronouncement— In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures. ASU 2023-09 requires enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company adopted this standard as of January 1, 2025, and the guidance did not have a material impact on its consolidated financial statements or related disclosures. The Company adopted prospectively and adoption resulted in enhanced disclosures.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBA”) was enacted into law. The OBBA contains several key tax law changes, including extensions and modifications of the Tax Cuts and Jobs Act. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. In accordance with ASC 740, Income Taxes, the Company is required to recognize the effect of the tax law changes in the period of enactment. The legislative changes did not have a material impact on its consolidated financial statements or related disclosures.

2. Borrowings

Promissory Notes Payable

As of December 31,

In May 2020, the Company formed a subsidiary in the Republic of Malta, Trust Stamp Malta Limited, with the intent to establish a research and development center with the assistance of potential grants and loans from the Maltese government. As part of the creation of this entity, we entered into an agreement with the government of Malta for a potentially repayable advance of up to €800 thousand or $858 thousand to assist in covering the costs of 75% of the first 24 months of payroll costs for any employee who begins 36 months from the execution of the agreement on July 8, 2020. On February 9, 2021, the Company began receiving funds and as of December 31, 2025, the balance received was $939 thousand which includes changes in foreign currency rates.

The Company will pay an annual interest rate of 2% over the European Central Banks (ECB) base rate as set on the beginning of the year in review. If the ECB rate is below negative 1%, the interest rate shall be fixed at 1%. The Company

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will repay a minimum of 10% of Trust Stamp Malta Limited’s pre-tax profits per annum capped at 15% of the amount due to the Corporation until the disbursed funds are repaid. At this time, Trust Stamp Malta Limited has limited revenue-generating contracts and therefore, we do not believe any amounts shall be classified as current. The Malta loan interest rate decreased from 6.50% for the year ended December 31, 2024 to 5.15% for the year ended December 31, 2025.

Subordinated Business Loans

Interest added to Agile Loan - July 9, 2024 $ — $ 138,600

Total principal and interest outstanding $ — 1,216,800

Less: loan repayments $ — $ 1,216,800

Total promissory notes payable $ — $ —

On July 9, 2024, the Company entered into a subordinated secured promissory note with Agile Lending, LLC ("Agile Loan - July 9, 2024") as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company of $454 thousand with the principal amount of $315 thousand and interest of $139 thousand. Commencing July 18, 2024, the Company is required to make weekly payments of $16 thousand until the due date, January 23, 2025. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $15 thousand was paid on the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated July 9, 2024, in the principal amount of $315 thousand which note is secured by all of the Borrower’s assets, including receivables.

On August 29, 2024, the Company entered into another subordinated secured promissory note with Agile Lending, LLC ("Agile Loan - August 29, 2024") as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company of $763 thousand with the principal amount of $530 thousand and interest of $233 thousand. Commencing September 6, 2024, the Company is required to make weekly payments of $27 thousand until the due date, March 14, 2025. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $27 thousand was paid on the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated August 29, 2024, in the principal amount of $530 thousand which note is secured by all of the Borrower’s assets, including receivables.

On November 15, 2024, the last payment was made by the Company to Agile in order to settle the remaining balance of the promissory note. Even though the Company decided to repay all the balance remaining of the loan ahead of schedule, as per one of the contract clauses, the agreement specified a "Make-Whole Premium," which means that the Company must pay the remaining interest that would have accrued through the full 28 weeks, even if repaying early. The remaining interest that would have accrued for the Agile Loan - July 9, 2024 amounted to $20 thousand, meanwhile for Agile Loan - August 29, 2024, this amounted to $150 thousand. This resulted in a final figure of $1,216,800, which represents the total amount owed by the Company and also the total amount paid by the Company to Agile.

Secured Promissory Note

As of December 31,

Plus: accrued interest 12,657 —

Total secured promissory note payable $ — $ 3,056,384

On November 13, 2024, the Company entered into a secured promissory note with SentiLink Corporation whereas the Company promised to pay to SentiLink Corp. the principal sum of $3,000,000. Interest expense accrued from the date of

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this Promissory Note on the unpaid principal amount at a rate equal to 14% per annum, computed as simple interest on the basis of a year of 365 days. On January 10, 2025 the Company repaid the secured promissory note in full totaling $3,069,041, including $69,041 of total interest expense.

As of December 31,

Streeterville Capital LLC loan agreement - July 1, 2025 $ 2,210,000 $ —

Interest added to principal 51,413 —

Total principal and interest outstanding 2,261,413 —

Less: payments for principal and interest (2,261,413) —

Total secured promissory note payable $ — $ —

On July 1, 2025, the Company received a loan from Streeterville Capital LLC pursuant to a Secured Promissory Note in the principal amount of $2.21 million. The purchase price of the note was $2,000,000 and carried an original issue discount of $200 thousand and legal fees incurred in connection with the purchase and sale of the note of $10 thousand. The note accrues interest at nine percent (9%) per annum and is due and payable on November 1, 2026. The Company may prepay all or a portion of the outstanding principal and interest of the note at any time. On October 1, 2025 the Company repaid the Secured Promissory Note in full totaling $2,261,413, including $51,413 of total interest expense. As of December 31, 2025, the Secured Promissory Note balance was $0.

3. Warrants

The following table summarizes warrant activity for the year ended December 31, 2025 and 2024:

Warrants canceled and forfeited (648,148) 8.10

Warrant liability variable share change 225,340

Liability Classified Warrants

The following table presents the change in the liability balance associated with the liability classified warrants, which are classified in Level 3 of the fair value hierarchy from January 1, 2024 to December 31, 2025:

Warrants ($)

Additional warrants issued —

Change in fair value (1,497)

Additional warrants issued —

Change in fair value (3,574)

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As of December 31, 2025, the Company has issued a customer a warrant to purchase up to $1.00 million of capital stock in a future round of financing at a 20% discount of the lowest price paid by another investor. The warrant was issued on November 9, 2016. There is no vesting period, and the warrant expires on November 30, 2026. The Company evaluated the provisions of ASC 480, Distinguishing Liabilities from Equity, noting the warrant should be classified as a liability due to its settlement being for a variable number of shares and potentially for a class of shares not yet authorized. The warrant was determined to have a fair value of $250 thousand which was recorded as a Deferred contract acquisition asset and to a Warrant liability during the year ended December 31, 2016 and was amortized as a revenue discount prior to the current periods presented. The fair value of the warrant was estimated on the date of grant by estimating the warrant’s intrinsic value on issuance using the estimated fair value of the Company as a whole and has a balance of $250 thousand as of December 31, 2025.

On December 16, 2016, the Company issued an investor warrant to purchase $50 thousand worth of shares of our Class A Common Stock. The warrants have no vesting period and expires on December 16, 2026. The warrant agreement states that the investor is entitled to the “number of shares of Common Stock with a Fair Market Value as of the Determination Date of$50,000”. The determination date is defined as the “date that is the earlier of (A) the conversion of the investor’s Note into the equity interests of the Company or (B) the maturity date of the Note.” The investor converted the referenced Note on June 30, 2020, therefore, defining the determination date. The number of shares to be purchased is settled as 428 shares as of June 30, 2020. The exercise price of the warrants is variable until the exercise date.

The Company used a Black-Scholes-Merton pricing model to determine the fair value of the warrants and uses this model to assess the fair value of the warrant liability. As of December 31, 2025, the warrant liability is recorded at $1 thousand which is a $4 thousand decrease, recorded to Change in fair value of warrant liability, from the balance of $5 thousand as of December 31, 2024.

As of December 31,

Expected dividend yield — % — %

Expected term 2 years 2 years

Equity Classified Warrants

As of December 31,

Warrant Issuance Date Strike Price 2025 2024

November 9, 2016

The Company has issued a customer a warrant to purchase 5,342 shares of Class A Common Stock with an exercise price of $46.80 per share. The warrant was issued on November 9, 2016. There is no vesting period, and the warrant expires on November 30, 2026.

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The warrants to purchase the 5,342 shares of the Company’s Class A Common Stock remain outstanding as of December 31, 2025.

September 3, 2024

On September 3, 2024, the Company entered into a securities purchase agreement with a single institutional investor to purchase 95,494 shares of Class A Common Stock, par value $0.01 of the Company (or prefunded warrants in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. The shares were purchased at $4.8195 resulting in proceeds of $460,230.

On November 6, 2024, the 95,494 shares were issued upon the exercise of the warrants for $0.015 per share resulting in $1,432 in proceeds.

In a concurrent private placement, the Company also agreed to issue and sell unregistered warrants to purchase up to an aggregate of 190,987 shares of Class A Common Stock, par value $0.01 of the Company. The exercise price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrant is $4.8345. The private placement warrants will be exercisable upon receipt of shareholder approval and will expire five years from the shareholder approval date and will have an exercise price of $4.8345 per share.

On October 31, 2025, the institutional investor exercised 95,494 warrants to purchase shares of Class A Common Stock of the Company and the warrants were repriced to $4.20 per warrant for total proceeds of $401,075.

The warrants to purchase the remaining 95,493 shares of the Company’s Class A Common Stock remain outstanding as of December 31, 2025.

September 3, 2024

On September 3, 2024, the Company also entered into a warrant inducement agreement with a single institutional investor to exercise 78,203 outstanding warrants that the Company issued on June 5, 2023 (as amended on December 20, 2023) and 240,000 outstanding warrants that the Company issued on December 20, 2023. These warrant exercises are discussed under the June 5, 2023 and December 20, 2023 sections above. In consideration for the immediate exercise of the warrants, the Company also agreed to issue to the investor unregistered warrants to purchase an aggregate of 636,404 shares of the Company’s common stock. These warrants will have an exercise price of $4.8345 per share, will be exercisable upon receipt of shareholder approval and will expire five years from the initial exercise date or November 18, 2029.

In accordance with the Inducement Agreement we recognized a deemed dividend of $1.94 million calculated as the fair value of the warrants and reduction in exercise price of the warrants as described above immediately following the Inducement Agreement. The fair values were determined using the Black Scholes Model and the deemed dividend was recorded as of December 31, 2024 to arrive at Net loss attributable to common stockholders on the statements of operations.

On October 31, 2025, the institutional investor exercised 318,202warrants to purchase shares of Class A Common Stock of the Company and the warrants were repriced to $4.20 per warrant for total proceeds of $1,336,448,

The warrants to purchase the remaining 318,202 shares of the Company’s Class A Common Stock remain outstanding as of December 31, 2025.

September 10, 2024

On September 10, 2024, the Company entered into a securities purchase agreement with a certain institutional investor. The investor and the Company previously entered into that certain securities purchase agreement dated July 13, 2024, in which the Company issued 306,514 shares of Class A Common Stock, par value $0.01 of the Company in exchange for the issuance by the investor to the Company of (i) a $500,000 promissory note payable on July 31, 2024; (ii) a $500,000 promissory note payable on August 31, 2024; and (iii) a $1,000,000 promissory note payable within three (3) trading days of an effective resale registration statement. As of the date of this report, all promissory notes have been repaid.

The Company agreed, at the closing of the securities purchase agreement and upon the terms and subject to the conditions set forth therein, to issue certain shares warrants to purchase 250,930 shares of Class A Common Stock, with an exercise

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price equal to $3.4095, subject to adjustment in certain circumstances. Warrants shall be exercisable for a period of 24 months beginning on November 1, 2024.

The warrants to purchase the remaining 250,930 shares of the Company’s Class A Common Stock remain outstanding as of December 31, 2025.

December 5, 2024

On December 5, 2024, the Company entered into a securities purchase agreement (the “December 2024 SPA”) with an investor, pursuant to which the Company agreed to issue and sell to the Selling Stockholder (i) in a registered direct offering, (a) 139,000 shares of Class A Common Stock (the “December 2024 Shares”); and (b) Prefunded Warrants (the "December 2024 Prefunded Warrants") to purchase 231,370 shares of the Company’s Class A Common Stock at an exercise price of $0.015 per share and (ii) in a concurrent private placement, common stock purchase warrants consisting of Series A common warrants exercisable for up to 370,370 shares of Class A Common Stock at an exercise price of $8.10 per share of Class A Common Stock (the “December 2024 Series A Warrants”), and Series B common warrants exercisable for up to 277,778 shares of Class A Common Stock at an exercise price of $8.10 per share (the “December 2024 Series B Warrants”, and collectively with the December 2024 Series A Warrants, (the “December 2024 Private Placement Warrants”). The offering price per December 2024 Share and respective December 2024 Private Placement Warrants was $8.10 and the offering price per December 2024 Prefunded Warrant was $8.09.

The December 2024 SPA closed on December 5, 2024 resulting in net proceeds of $2,706,769 which includes $1,125,900for the December 2024 Sharesand $1,870,626 from the December 2024 Prefunded Warrants and is net of placement fees, legal expenses, and audit expenses totaling $290 thousand. The 139,000 shares of Class A Common Stock were issued on December 5, 2024.

Prefunded Warrants are exercisable immediately and shall expire when exercised in full. Series A Warrants are exercisable on or after the Shareholder Approval Date and have a term of exercise equal to 5 years from the Shareholder Approval Date. Series B Warrants are exercisable on or after the Shareholder Approval Date and have a term of exercise equal to 5 years from the Shareholder Approval Date. On October 31, 2025 the institutional investor forfeited the 370,370December 2024 Series A Warrants and 277,778December 2024 Series B Warrants in exchange for new Series A Warrants and Series B Warrants in the transaction discussed below.

All warrants related to this investment have been forfeited and are no longer outstanding as of December 31, 2025.

January 6, 2025

On January 6, 2025, the Company entered into a securities purchase agreement (the “January 2025 SPA”) with an institutional investor (the “Selling Stockholder”), pursuant to which the Company agreed to issue and sell to the Selling Stockholder (i) in a registered direct offering, (a) 175,000 shares of Class A Common Stock (the “January 2025 Shares”); and (b) Prefunded Warrants (the "January 2025 Prefunded Warrants") to purchase 239,202 shares of the Company’s Class A Common Stock at an exercise price of $0.001 per share and (ii) in a concurrent private placement, common stock purchase warrants consisting of Series A common warrants exercisable for up to 414,202 shares of Class A Common Stock at an exercise price of $8.45 per share of Class A Common Stock (the “January 2025 Series A Warrants”), and Series B common warrants exercisable for up to 207,101 shares of Class A Common Stock at an exercise price of $8.45 per share (the “January 2025 Series B Warrants”, and collectively with the January 2025 Series A Warrants, the “January 2025 Private Placement Warrants”). The offering price per January 2025 Share and respective January 2025 Private Placement Warrants was $8.45, and the offering price per Prefunded Warrant was $8.449.

On January 8, 2025, the Company closed the registered direct offering and the private placement offering (collectively, the “January 2025 Offering”), raising gross proceeds of approximately $3.50 million before deducting placement agent fees and other offering expenses payable by the Company.

On January 30, 2025, the institutional investor exercised 188,202 warrants to purchase shares of Class A Common Stock of the Company at a price of $0.001 per warrant for total proceeds of $188.20.

On February 19, 2025, the institutional investor exercised 51,000warrants to purchase shares of Class A Common Stock of the Company at a price of $0.001 per warrant for total proceeds of $51.00.

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On October 31, 2025, as part of the transaction discussed below, the institutional investor exercised the remaining 414,202 January 2025 Series A Warrantsand 207,101 January 2025 Series B Warrants after the exercise price was reduced to $4.20 per warrant resulting in total proceeds of $2,609,473.

All warrants related to this investment have been exercised and are no longer outstanding as of December 31, 2025.

October 31, 2025

On October 31, 2025, the Company entered into a Warrant Exercise and Exchange Inducement Agreement (the “WEEA”) with a certain institutional investor, pursuant to which the institutional investor agreed to (i) exercise (the “Exercise”) (a) a portion of the warrants issued to the institutional investor on September 3, 2024, which were exercisable for 413,695 shares of the Company’s Class A Common Stock, par value $0.01 per share, with a current exercise price of $4.83 per share (the “September 2024 Warrants”) and (b) all of the warrants issued to the institutional investor on January 8, 2025, which were exercisable for 621,303 shares of Class A Common Stock, with a current exercise price of $8.45 per share (the “January 2025 Warrants” and collectively with the September 2024 Warrants, the “Existing Warrants”); and (ii) exchange all or a portion of the common stock purchase warrants issued to the institutional investor on December 6, 2024, which are exercisable for 648,148 shares of Class A Common Stock, with a current exercise price of $8.10 per share, (the “December 2024 Warrants”) for New Warrants.

As consideration for the Exercise, the Company agreed to modify the Existing Warrants by reducing the exercise price of, including any unexercised portion thereof, to $4.20 per share; (ii) issue to the institutional investor new unregistered warrants to purchase up to an aggregate of 2,511,044 shares of Class A Common Stock (equal to 180% of the shares of Class A Common Stock issued in connection with the Exercise) comprised of (a) “October 2025 Series A Warrants” to purchase an aggregate of 1,301,945 shares of the Company's Class A Common Stock and “October 2025 Series B Warrants” to purchase an aggregate of 1,209,099 shares of the Company's Class A Common Stock, each with an exercise price of $4.20 per share (collectively, the “New Warrants”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933; and (iii) exchange all 648,148 of the institutional investor’s December 2024 Warrants for New Warrants to purchase up to a number of shares of Class A Common Stock equal to 100% of the number of shares issuable upon exercise of the December 2024 Warrants with an exercise price of $4.20 per share. Before and after the transaction, the Existing Warrants and the New Warrants were both determined to be equity classified and the transaction was directly attributable to an equity offering. As such, the Company recognized approximately $2.16 million from the modification within Additional paid in capital.

The WEEA closed on November 3, 2025 resulting in the Company receiving gross proceeds of $4,346,996 which includes $2,609,473 for the exercise of the January 2025 Warrants and $1,737,523 for the exercise of the September 2024 Warrants. The Company paid fees related transaction totaling $324,290 resulting in net proceeds of $4,022,706.

The warrants to purchase the 1,209,099 October 2025 Series A Warrants and the 1,301,945 October 2025 Series B Warrants remain outstanding as of December 31, 2025.

4. Investment

Cost Method Investments

Boumarang License Agreement— On August 6, 2024, the Company entered into a License Agreement (the “Agreement”) with Boumarang Inc. (“Boumarang”), a developer, manufacturer, and seller of hydrogen-powered UAV and USV drones.

Pursuant to the Agreement, the Company agreed to grant a non-exclusive license to Boumarang to exploit certain of the Company’s patents for the purpose of producing, selling, marketing, and distributing drones. As consideration for the grant of the non-exclusive license, Boumarang agreed to pay the Company a non-refundable license fee of $5.00 million in the form of a prepaid warrant issued by Boumarang to the Company for 5,000,000 shares of common stock of Boumarang at $1.00 per share (the “Prepaid Warrant”).

The Prepaid Warrant may be exercised in whole or in part at any time prior to the tenth annual anniversary of the issuance date of the Prepaid Warrant. No additional exercise price must be paid by the Company to exercise any portion of the Prepaid Warrant. The Prepaid Warrant also provides that the Company will receive any dividends declared by Boumarang that it would have been entitled to had the Prepaid Warrant been fully exercised, even if the Prepaid Warrant has not been exercised as of such time the distribution is made. Boumarang agreed to reserve a sufficient number of shares at all times to

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allow the Company to fully exercise the Prepaid Warrant. The Prepaid Warrant has certain anti-dilution protections, whereby the number of shares issuable upon the exercise of the Prepaid Warrant will proportionately adjust in the case of a stock-split or stock dividend of Boumarang’s common stock.

The investment in Boumarang was recorded in accordance with ASC 321, Investments – Equity Securities (“ASC 321”). Under this guidance, investments in equity securities in privately-held companies without readily determinable fair values are generally recorded at cost, plus or minus subsequent observable price changes in identical or similar investments, less impairments. The Company elected the practical expedient permitted by ASC 321 and recorded the above investment on a cost basis. As a part of the assessment for impairment indicators, the Company considers significant deterioration in the earnings performance and overall business prospects of the investee as well as significant adverse changes in the external environment the investment operate. If qualitative assessment indicates the investment is impaired, the fair value of the Prepaid Warrants would be estimated, which would involve a significant degree of judgment and subjectivity.

The Company qualitatively assessed the investment for impairment in accordance with ASC 321. During the year ended December 31, 2025, the Company recorded $360 thousand to Other expense for impairment of the Boumarang prepaid warrant and common stock investment as a result of a change in fair value identified by qualitative assessment. During the year ended December 31, 2024, the Company recorded $4.38 million, respectively, to Other income for impairment of the Boumarang prepaid warrant and common stock investment as a result of a change in fair value identified by an observable market transaction.

Boumarang Subscription Agreement — On August 6, 2024, Trust Stamp executed a Subscription Agreement with Boumarang to participate in a Regulation D offering being conducted by Boumarang, subscribing for 100,000 shares of Boumarang's common stock at a price per share of $1.00. The Company made the $100,000 subscription payment on August 6, 2024.

Equity Method Investments

QID Technologies, LLC — On November 12, 2024, the Company entered into a business arrangement with Qenta Inc. ("Qenta") under which Qenta and Trust Stamp formed a subsidiary, QID Technologies, LLC (“QID”). This arrangement is considered a related party transaction due to the common ownership. See Note 9 for details. In parallel, the Company entered into a license and assignment agreement with QID, in which the Company provided a non-exclusive license of its AI-powered identity technologies to QID in exchange for (i) a $1,000,000 license fee in the form of a promissory note, which was due and payable in three equal tranches on December 31, 2024, February 1, 2025; and March 1, 2025; and (ii) the transfer of 10% of QID to the Company by Qenta. The Company has received all payments pursuant to this promissory note as of the date of this report.

Additionally, effective January 1, 2025 the Company (through its subsidiary, Trust Stamp Malta Limited) and QID entered into a Master Technology Services Agreement, under which QID will contract with the Company for business development, product development, and product operations for identity and privacy services and solutions as agreed from time to time and documented by Statements of Work in return for monthly service fees capped at $3.60 million annually. On January 1, 2025, pursuant and adhering to the Master Technology Services Agreement terms and conditions, a Statement of Work was executed, pursuant to which the Company will provide certain product development and product operations and commercial business development and related services on behalf of QID. During the first six months of this

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agreement, the service fee shall be a minimum $100 thousand per month. Thereafter, the service fee payable shall be up to $300 thousand per month.

The Company recorded the initial investment in QID of $100,000 in “Investments” on its consolidated balance sheet. Due to the timing and availability of QID’s financial information, the Company is recording its proportionate share of losses from QID on a one quarter lag basis. QID’s summary balance sheet information as of September 30, 2025 is below:

Current assets $ —

Noncurrent liabilities —

QID did not have a net loss during the year ended December 31, 2024 as the entity was formed on November 12, 2024. During the year ended December 31, 2025, the Company recorded 10.00% of QID's net loss or $75 thousand. Results for QID’s operations during the nine months ended September 30, 2025 are summarized below:

For the nine months ended September 30, 2025

Revenues $ —

The Company held a weighted average of 10% of QID’s equity during the year ended December 31, 2025.

Activity recorded for the Company’s equity method investment in QID as of December 31, 2025 is summarized in the following table:

Equity investment carrying amount at January 1, 2025 $ —

Portion of operating losses recognized (75,030)

Change in T Stamp Inc's basis 160,055

Equity investment carrying amount at December 31, 2025 $ 85,025

5. Balance Sheet Components

Notes Receivable

Notes receivable as of December 31, 2025 and 2024 consisted of the following:

As of December 31,

On November 12, 2024, the Company entered into a business arrangement with Qenta. Under the arrangement, Qenta spun its Goldstar KYC technology off into a newly formed subsidiary, QID Technologies LLC (“QID”). In parallel, the Company entered into a license and assignment agreement with QID, in which the Company provided a non-exclusive license of its AI-powered identity technologies to QID in exchange for (I) a $1,000,000 license fee in the form of a promissory note, which is due and payable in three equal tranches on February 26, 2025; March 3, 2025, and April 30, 2025; and (ii) the transfer of 10% of QID to the Company by Qenta. The Company has received $900 thousand in payments pursuant to this note as of the date of this report.

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Prepaid expenses and other current assets

Prepaid expenses and other current assets as of December 31, 2025 and 2024 consisted of the following:

As of December 31,

Tax credit receivable (short-term) — 25,045

Prepaid expenses and other current assets $ 481,168 $ 529,116

Capitalized internal-use software, net

Capitalized internal-use software, net as of December 31, 2025 and 2024 consisted of the following:

As of December 31,

Amortization expense is recognized on a straight-line basis and for the year ended December 31, 2025 and December 31, 2024 totaled $609 thousand and $562 thousand, respectively.

The Company determined that as of year ended December 31, 2025 and 2024, $7 thousand and $25 thousand, respectively of Capitalized internal-use software were impaired. The impaired Capitalized internal-use software were expensed to Research and development during the year ended December 31, 2025 and 2024.

Property and equipment, net

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

As of December 31,

Depreciation expense is recognized on a straight-line basis and for the year ended December 31, 2025 and year ended December 31, 2024 totaled $24 thousand and $32 thousand, respectively.

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Accrued expenses

Accrued expenses as of December 31, 2025 and 2024 consisted of the following:

As of December 31,

6. Goodwill and Intangible Assets, Net

There were no changes in the carrying amount of Goodwill for the years ended December 31, 2025 and 2024.

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

As of December 31,

The Company determined that for the years ended December 31, 2025 and 2024, $10 thousand and $2 thousand, respectively, of Patent application costs were impaired. The impaired Patent application costs were expensed to Selling, general, and administrative expense during the year ended December 31, 2025.

The Company added 3 patents during the year ended December 31, 2025 bringing the total number of patents issued to 26 as of December 31, 2025.

Intangible asset amortization expense is recognized on a straight-line basis and for the year ended December 31, 2025 and 2024 totaled $134 thousand and $136 thousand, respectively.

Estimated future amortization expense of Intangible assets, net is as follows:

Years Ending December 31, Amount

7. Income Taxes

Net loss before taxes consisted of the following:

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For the years ended December 31,

Net loss before taxes and equity method investment $ (8,311,324) $ (10,597,348)

The components of income tax benefit (expense) are as follows:

For the years ended December 31,

Current:

Deferred:

U.S. Federal — —

U.S. State — —

Non-U.S. — —

— —

Total income tax benefit (expense) $ 13,775 $ 7,806

A reconciliation of the U.S. statutory rate to the effective income tax rate on a continuing basis is as follows for the year ended December 31, 2025, in accordance with ASU 2023-09 which was adopted prospectively:

Tax Impact Rate Impact

Domestic Federal

Nontaxable or Nondeductible Items

Tax Credits

Research and Development Tax Credits (158,666) 1.91 %

T Stamp Inc IDAI US Equity

IDAI · 10-K · period ended 2025-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Item 8. Financial Statements and Supplementary Data

T Stamp Inc IDAI US Equity☆

IDAI · 10-K · period ended 2025-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Item 8. Financial Statements and Supplementary Data

T Stamp Inc IDAI US Equity