NYSE: MGLD

■
Marygold
& Co. Limited f/k/a Tiger Financial & Asset Management Limited, a company incorporated and registered in England and Wales,
whose registered office is in Northampton, England; and

■
Step-By-Step
Financial Planners Limited, a company incorporated and registered in England and Wales, whose registered office is in Staffordshire,
England.

●
Food Products – Gourmet Foods, Ltd., a registered New Zealand company located in Tauranga, New Zealand and its wholly owned subsidiary, Printstock Products Limited, a registered New Zealand company, with its principal manufacturing facility in Napier, New Zealand. As of March 31, 2026, the Company formally approved a plan to dispose of this segment and thus this segment is being presented as discontinued operations (see Note 3. Discontinued Operations).

●
Security Systems – Brigadier Security Systems (2000) Ltd., a Canadian registered corporation, with locations in Regina and Saskatoon, Saskatchewan, Canada. This business was sold to a related party in July 2025 (see Note 7. Sale of Brigadier).

While
the Company operates in several business segments, its primary business focus is the financial services industry, including ETF management,
and its intention is to continue developing these and similar business segments prospectively.

manage the operations of our subsidiaries and their related businesses on a decentralized basis. There are generally no centralized or
integrated operational functions such as marketing, sales, legal or other professional services and there is little involvement by our
executive management in the day-to-day business affairs of our operating subsidiaries apart from oversight. Our executive management
team is primarily responsible for vision and strategy of the Company while effectively implementing capital allocation decisions, investment
activities, leadership talent selection, development, performance and retention of the management executives to head each of the operating
subsidiaries. Our executive management is also responsible for organizational accountability, corporate governance practices, monitoring
regulatory affairs, including those of our operating businesses and involvement in governance-related issues of its subsidiaries as needed.

are incorporated in the state of Nevada. Our corporate headquarters are located in San Clemente, California.

Human
capital and resources are an integral part of our businesses. Our business units employed 81 people located in various parts of the world
such as, New Zealand, the United Kingdom and the United States through the fiscal year ended June 30, 2026. This includes all full and
part-time employees as well as executives at our corporate headquarters in San Clemente, California. Consistent with our decentralized
management philosophy, our operating business units individually establish competitive compensation packages to attract, retain and reward
people within their organizations. Given the varied business activities, our business units have policies and practices to address, among
other things, maintaining a safe working environment, eliminating workplace harm, both mental and physical, providing various health
and retirement benefits, as well as incentives to recognize and reward performance on an individual and company goal performance basis.

Certain
Recent Developments

Discontinued
Operations Classification for Food Products Segment

On
March 31, 2026, the Company committed to a plan to dispose of its Food Products segment which is a distinct reporting segment and includes
all operations conducted in New Zealand. The Food Products segment consists of two legal entities: Gourmet Foods, Ltd. which is a bakery
business and Printstock Products Limited which is a printing business for the food industry. The Company expects to dispose of these
two entities either collectively or separately through a sale or sales to a third party. The decision to divest the Food Products segment
was driven by management’s strategic initiative to focus on its Fund Management and Financial Services related businesses. The
disposal represents a strategic shift that will have a significant impact on the Company’s operations and financial results, including
the exit from New Zealand and the Food Products segment. The Company is actively marketing the Food Products segment and expects the
transaction to be completed within twelve months of the classification date. There can be no assurance the Company will be successful
in divesting this business upon terms acceptable to the Company or as to the timing or terms of the final transaction or series of transactions.

Sale
of Brigadier

On
June 19, 2025, we entered into a Stock Purchase Agreement (“Purchase Agreement”) with SKCAL LLC, an Arizona limited liability
company (“Buyer”), whose president and sole member, Scott Schoenberger, is also a director of Marygold and the beneficial
owner of 10.9% of our outstanding voting stock. Pursuant to the Agreement, we agreed to sell 100% of the issued and outstanding shares
of our wholly owned Canadian subsidiary, Brigadier Security Systems (2000) Ltd. a Canadian registered corporation (“Brigadier”),
located in Regina and Saskatoon, Saskatchewan, Canada, to the Buyer for total consideration of $2.2 million,
subject to certain adjustment either upwards or downwards in accordance with the differences, if any between the total net working capital
(“TNWC”) and the final net working capital (“NWC”), translated to United States currency as of the closing date
and under the terms and conditions set forth in the Purchase Agreement. The closing (“Closing”) of the sale of Brigadier
took place on July 1, 2025 (“Closing Date”). As a result of the upward adjustment, the total purchase price consideration was $2.3 million. The Purchase
Agreement contains certain representations, warranties, covenants, and rights to indemnification by both of the parties and was subject
to customary closing conditions.

Subsidiary
Business Overview

U.S.
ETF Fund Management - USCF Investments

In
2016, we acquired all of the issued and outstanding stock in USCF Investments, Inc., a Delaware corporation (“USCF Investments”).
USCF Investments is a U.S. corporation organized in the state of Delaware. USCF Investments is the parent and sole member of two fund
management limited liability companies formed in the state of Delaware: United States Commodity Funds, LLC (“USCF LLC”) and
USCF Advisers, LLC (“USCF Advisers”). USCF LLC and USCF Advisers are each registered as a commodity pool operator, and each
is a member of the National Futures Association. USCF Advisers is also registered as an investment adviser with the Securities and Exchange
Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”). USCF LLC
and USCF Advisers, together with USCF Investments will be referred to hereafter as “USCF Investments.”

USCF
LLC and USCF Advisers provide investment fund management and advisory services and receive management and/or investment advisory fees
for providing such services to each of the ETF trust and funds they manage. Currently, USCF LLC and USCF Advisers collectively manage
and service 17 ETFs, the shares or other interests of which are listed and traded on the NYSE Arca, Inc. (“NYSE Arca”). The
ETFs managed by USCF LLC and USCF Advisers have a combined total of $5.1 billion in assets under management (“AUM”) as of
June 30, 2026.

USCF
LLC Managed and Sponsored Funds

Currently,
USCF LLC serves as the general partner or sponsor of the following ETFs, each of which is conducting an ongoing public offering of its
shares or interests pursuant to the Securities Act:

USCF
LLC is general partner of the following funds

United
States Oil Fund, LP (“USO”)

Organized
as a Delaware limited partnership in 2005

United
States Natural Gas Fund, LP (“UNG”)

Organized
as a Delaware limited partnership in 2006

United
States Gasoline Fund, LP (“UGA”)

Organized
as a Delaware limited partnership in 2007

United
States 12 Month Oil Fund, LP (“USL”)

Organized
as a Delaware limited partnership in 2007

United
States 12 Month Natural Gas Fund, LP (“UNL”)

Organized
as a Delaware limited partnership in 2007

United
States Brent Oil Fund, LP (“BNO”)

Organized
as a Delaware limited partnership in 2009

USCF
LLC is the sponsor of the following funds, each a series of the United States Commodity Index Funds Trust (“USCIF Trust”)

United
States Commodity Index Fund (“USCI”)

Series
of the USCIF Trust created in 2010

United
States Copper Index Fund (“CPER”)

Series
of the USCIF Trust created in 2010

USCF
Advised or Managed Funds

USCF
Advisers, a registered investment adviser, is the investment adviser to the funds listed below each a separate series of the USCF ETF
Trust (“ETF Trust”) and has overall responsibility for the general management and administration of the ETF Trust. Pursuant
to investment advisory agreements, USCF Advisers provides an investment program for each series of the ETF Trust and manages the investment
of the funds’ assets.

USCF
Advisers is fund manager for the following series of the ETF Trust:

USCF
SummerHaven Dynamic Commodity Strategy No K-1 Fund (“SDCI”)

Fund
launched in 2018

USCF
Midstream Energy Income Fund (“UMI”)

Fund
launched in 2021

USCF
Gold Strategy Plus Income Fund (“USG”) previous ticker (“GLDX”)

Fund
launched in 2021, Ticker symbol change in 2024

USCF
Dividend Income Fund (“UDI”)

Fund
launched in 2022

USCF
Sustainable Battery Metals Strategy Fund (“ZSB”)

Fund
launched in 2023

USCF
Energy Commodity Strategy Absolute Return Fund (“USE”)

Fund
launched in 2023

USCF
Sustainable Commodity Strategy Fund (“ZSC”)

Fund
launched in 2023

USCF
Oil Plus Bitcoin Strategy Fund (“WTIB”)

Fund
launched in 2025

Fund
Sub-Advised by USCF Advisers

USCF
Daily Target 2X Copper Index ETF (“CPXR”)

Fund
launched in 2025

USCF
Investments’ revenue and expenses are primarily based upon and determined by the amount of AUM of the funds its subsidiaries manage.
USCF Investments’ subsidiaries each earn monthly management and advisory fees based on their agreements with each fund. The management
fees for a fund are determined on the basis of the percentage management fee structure for such fund as forth in its advisory agreement
with the fund multiplied by the average AUM of such fund over a given period. Many of the company’s expenses are dependent upon
the amount of average AUM. These variable expenses include fund administration, custody, accounting, transfer agency, marketing and distribution,
and sub-adviser fees and are primarily determined by multiplying contractual fee rates by average AUM.

For the year ended June 30, 2026, 47% of USCF Investments’
revenue were attributed to its subsidiaries’ management of its three largest funds as follows: United States Oil Fund, LP; United
States Copper Index Fund and United States Natural Gas Fund, LP. For the year ended June 30, 2025, 70% of USCF Investments’ revenue
were attributed to its subsidiaries’ management of its three largest funds as follows: United States Oil Fund, LP; United States
Natural Gas Fund, LP and USCF Midstream Energy Income Fund.

Competition

USCF
Investments competes with other commodity fund managers which include larger, better-financed companies and other boutique companies
that offer ETFs similar to those offered by USCF Investments. Also, the larger and better financed competitors may be able to sponsor,
develop and offer new ETFs more readily than USCF Investments. Many of these competitors have substantially greater technical and human
resources than USCF Investments does, as well as greater experience in the discovery, research and development of ETFs and the commercialization
of those ETFs. Our competitors’ ETFs may have better performance, lower expenses or advisory fees, or are more effectively marketed
and sold, than any products we may commercialize. USCF Investments believes that it has carved out a unique set of ETFs that were first
to market and it continues to create and launch funds that remain focused on its core business platform in the commodity sector of non-renewable
energy while expanding its commodity index funds between broad commodities, equity and a mix of commodities and equities index funds.
The ability to create and launch bespoke funds and series funds that provide exposure to certain commodity and equity groups allows USCF
Investments to compete in this industry space as a boutique investment management company. USCF Investments will continue to develop
and consider new fund opportunities identified through its research efforts and review of market needs. However, the cost of launching
and seeding new funds is dependent upon the availability of existing and new capital resources. The ability to successfully launch new
funds while competing with much larger financial institutions with greater financial and human capital is expected to be challenging.

Regulation

USCF
Investments’ operating subsidiaries, USCF LLC and USCF Advisers, are subject to certain federal, state and local laws and regulations
generally applicable to the investment advisory services industry. USCF is a commodity pool operator (“CPO”) subject to regulation
by the Commodity Futures Trading Commission (“CFTC”) and the National Futures Association (“NFA”) under the Commodities
Exchange Act of 1936, as amended (“CEA”). USCF Advisers is an investment adviser registered under the Investment Advisers
Act and as a CPO under the CEA. Ongoing public offerings of the shares or other interests by ETFs sponsored by USCF LLC are required
to be registered with the SEC under the Securities Act and each ETF has SEC reporting obligations under the Securities Exchange Act as
well as regulatory obligations by the NYSE Arca under its continued listing standards. Each series of the ETF Trust managed by USCF Advisers
is registered as an investment company under the Investment Company Act and subject to the rules and regulations thereunder.

Employees

USCF
Investments’ operating subsidiaries have 15 full-time employees, a majority of whom are located in its Walnut Creek, California
office. The operating subsidiaries are responsible for the retention of sub-advisers to manage the investments of each managed fund’s
assets in conformity with their respective investment policies if the operating subsidiary does not provide those services directly.
USCF Investments’ operating subsidiaries may also retain third-parties to provide custody, distribution, fund administration, transfer
agency, and all other non-distribution related services necessary for each fund to operate. USCF Investments, through its operating subsidiaries,
bears all of its own expenses associated with providing these advisory services. The ETF Trust funds that USCF Advisers advise bear the
expenses of its independent board of trustees. Independent trustee expenses are apportioned on a pro rata basis over each fund affiliated
with USCF Investments.

Intellectual
Property

USCF
Investments subsidiary USCF LLC has registered the trademarks for the names “USCF LLC” and “USCF Advisers” with
the U.S. Patent and Trademark Office (“PTO”). The funds for which USCF LLC is a general partner or sponsor have registered
trademarks owned by USCF LLC. USCF LLC was granted two patents Nos. 7,739,186 and 8,019,675 by the PTO for systems and methods for an
exchange traded fund (ETF) that track the price of one or more commodities.

Litigation

Please
refer to “Note 15. Commitments and Contingencies – Litigation” to the consolidated financial statements included in
this Form 10-K.

Beauty
Products - Original Sprout

In
2017, our wholly-owned subsidiary, Kahnalytics, Inc., acquired all of the assets of Original Sprout LLC and subsequently adopted the
fictitious business name “Original Sprout”. Original Sprout LLC was founded in 2003. Original Sprout is engaged in the retail
sales and wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale. Original Sprout
formulates and packages various hair and skin care products that are 100% vegan, tested safe and non-toxic, and marketed globally through
distribution networks to salons, resorts, grocery stores, health food stores, e-tail sites and on Original Sprout’s website. Original
Sprout operates from warehouse and sales offices located in San Clemente, California.

Products
and Customers

As
a result of the COVID-19 pandemic, Original Sprout has adjusted its primary distribution and marketing channels. Prior to the pandemic
Original Sprout relied heavily upon its wholesale distribution network to place products at retail locations and generally to make products
available to consumers, whereas during COVID-19 that resulted in social distancing and closures of retail businesses, consumers avoided
traditional sales outlets. In response to this trend, many of Original Sprout’s domestic distributors became retailers by selling
direct to consumers on e-tail platforms. Original Sprout, in defense of its brand and price points, transitioned from its wholesale distribution
model to making direct sales to retail outlets and consumers through online platforms as well as through wholesalers. The negative effects
of this transition resulted in reduced sales and increased operating losses as a result of the cancellation of domestic distribution
channels. Original Sprout has engaged in new brand representation and secured more reliable sales channels
for its new and existing product lines during fiscal 2026, which have afforded Original Sprout improved margins and the expectation of increasing revenue
over time.

Original
Sprout sells its products through five distribution channels:

●
direct
sales to end users via online shopping carts;

●
sales
made to an exclusive reseller on Amazon;

●
sales
through international wholesale distributors who, in turn, sell to other international retailers or wholesalers;

●
sales
to domestic wholesale distributors of products to professional salons, and

●
to
retail stores selling to end users either from the shelf or online.

During
the year ended June 30, 2026, Original Sprout did not have any significant customer revenue concentration; however, certain of
Original Sprout’s customers may, from time to time, become significant during a reporting period.

Sources
and Availability of Materials

Original
Sprout is reliant upon its relationships with two product formulating and packaging companies who, at the direction of Original Sprout,
manufacture its products in accordance with proprietary formulas, package them in appropriate containers supplied by Original Sprout,
and deliver the finished goods to Original Sprout for distribution to its customers. All of Original Sprout’s products are currently
produced by these two packaging companies. However, management of Original Sprout believes that, if either of these companies is unable
to provide such services, there are other similar production and packaging companies available at competitive pricing. Because of the
nature of the Original Sprout product ingredients, some of the ingredients may, at times, be difficult to source in a timely fashion
or at the expected price point. To safeguard against this possibility Original Sprout endeavors to maintain at least a 90-day supply
of all products in stock. Estimating and maintaining a reserve stock account is not a guarantee that a shortage of ingredient supplies
will not affect production such that Original Sprout will not exhaust its reserves or be unable to fulfill customer orders.

Competition

Original
Sprout distributes only 100% vegan, lab tested as safe and non-toxic, hair and skin care products which it believes differentiates
it significantly from competitors that do not employ such standards. The use of organic and natural extracts is a growing trend in
the U.S. and abroad, and other established brands are beginning to make products that directly compete with Original Sprout. As more
entrants in the high-end, vegan, hair care segment come into existence, some may be better financed and have more brand recognition
and resources than Original Sprout. Original Sprout is focused on promoting its own brand name as a recognized pioneer in 100%
vegan, safe, effective, hair care products through the recruitment of additional distributors, nationwide retail stores, a continued
emphasis on online sales either directly or through retail stores and an increased social media presence. Original Sprout believes
that these steps will allow for the growth of annual revenues and market share protection, though there can be no assurance that
such efforts will be sufficient to offset the effects of competition in the future.

Seasonality

There
is no significant seasonality for sales of products by Original Sprout, although sales may fluctuate around traditional holidays, and
sales of certain products, such as sunscreen, are lower in winter months than in summer months.

Regulation

Original
Sprout is not required to have permits or inspections by regulatory agencies for the products it formulates and distributes in the U.S.;
however, it has chosen to gain recognition from certain testing laboratories and other quasi-regulatory agencies for compliance with
accepted standards for hair and skin care ingredients and lack of toxic chemicals in their formulas and processes. For export, Original
Sprout is often required to submit its products to foreign government agencies or certified laboratories for ingredient testing prior
to being accepted for import as a “safe” product. We believe that Original Sprout products comply with all applicable regulations,
both domestic and foreign, in areas where they are sold or distributed.

Intellectual
Property

The
formulations and ingredient percentages of the many products of Original Sprout are considered its intellectual property, although many
cannot be patented, they are maintained as confidential. The names “Original Sprout” and “D’Organiques Original
Sprout” are registered trademarks of Original Sprout and will expire or renew on August 16, 2031 and September 9, 2028, respectively.

Employees

Original
Sprout had seven full-time employees, not including temporary workers or “temp-to-hire” status workers, in California as
of June 30, 2026.

U.S.
and U.K. Financial Services – Marygold US and Marygold UK

Marygold
US

In
2019, we entered the financial services industry to explore opportunities in the financial technology (“Fintech”) space and
formed Marygold & Co., a Delaware corporation (“Marygold”) headquartered in Walnut Creek, California. In 2020, Marygold
formed an investment advisory subsidiary, Marygold & Co. Advisory Services, LLC, a Delaware, limited liability company (“Marygold
Advisors”) as a wholly owned subsidiary of Marygold and registered the company as an investment adviser under the Investment Advisers
Act. Effective February 6, 2025, Marygold Advisors withdrew from registration as an investment adviser under the Investment Advisers
Act and was dissolved effective February 17, 2026. Marygold and together with Marygold Advisors, are hereinafter referred to as, “Marygold US.”

As of March 31, 2025, Marygold US ceased
offering app services in the U.S. and removed the app from the online Playstores. Although the app performed as anticipated, Marygold
US’ marketing efforts did not result in consumer adoption rates necessary to reach anticipated revenue targets. Further app development
for the U.S. and operations have been paused indefinitely.

The
Company devoted considerable resources to the development, marketing and support of Marygold US’ proprietary Fintech app
before Marygold US decided to pause operations and further development of the Fintech app in the U.S. market indefinitely.

Intellectual
Property

Marygold
US has a registered flower design mark and other registered trademarks. The underlying code compiled in its mobile banking app and other
custom programs are proprietary and trade secrets of Marygold US. The duration of the trademark registration is open ended until abandoned
by Marygold US. Trade secrets are generally protected by non-disclosure agreements.

Employees

As
of June 30, 2026, Marygold US had no full-time employees.

Marygold
UK

In
2021, we expanded our financial services into the United Kingdom by incorporating a new entity called, Marygold & Co. (UK) Limited,
a private limited company incorporated and registered under the laws of England and Wales, whose registered office is in London, England,
(“Marygold UK”).

In
June 2022, Marygold UK acquired all of the outstanding shares of Tiger Financial & Asset Management, Limited, (“Tiger
Financial”). In October 2024, Tiger Financial changed its name to Marygold & Co. Limited. Marygold & Co. Limited is a private
company incorporated and registered in England and Wales whose registered office is in Northampton, England. Marygold & Co. Limited is an asset manager regulated by the United Kingdom Financial Conduct Authority.

In
May 2024, Marygold UK acquired all outstanding shares of Step-By-Step Financial Planners Limited (“Step-By-Step”), a private
limited company incorporated and registered in England and Wales, whose registered office is in Staffordshire, England. Step-By-Step
is an asset manager and registered investment advisor regulated by the United Kingdom Financial Conduct Authority.

In addition to its function as a holding company for
UK investments and acquisitions, Marygold UK was formed to introduce the Marygold UK Fintech app into the UK with features designed to
provide a suite of personal savings tools all integrated into a user’s digital world. However, the app failed to reach anticipated
revenue goals and the Marygold UK Fintech app was removed from the market in April 2026. All client funds were refunded effective June
30, 2026.

Marygold & Co. Limited and Step-By-Step, together
with Marygold UK are hereinafter collectively referred to as “Marygold UK”. Operations of Marygold UK are included in our
consolidated financial statements beginning on the respective dates of acquisition. As of June 30, 2026, Marygold UK had a total of nine
employees.

As
of June 30, 2026, Marygold UK had $63.1 million in combined AUM. Marygold UK earns revenues in the form of advisory fees based on a percentage
of the AUM. Additionally, revenue is earned through commission-based referrals from insurance providers and certain other financial
products.

Competition

As
investment advisors, both Marygold & Co. Limited and Step-By-Step have pursued separate niche markets to differentiate
themselves from institutional and larger organizations providing investment advice and wealth management services to clients in the
U.K. These separate target markets are expected to allow Marygold & Co. Limited and Step-By-Step to succeed and grow their
businesses despite a competitive landscape. The Marygold UK Fintech app was removed from the market in April 2026, and its offering
and further development were paused effective June 30, 2026; any future growth or differentiation from the app is uncertain.

Trademark

Marygold
UK had begun the process of securing trademarks and service marks with respect to certain slogans, artwork, and logos related to the
Marygold Fintech app. However, that process was halted as of June 30, 2026.

Food
Products - Gourmet Foods

During
fiscal 2026, the Company committed to a plan to sell its Food Products business, which previously comprised one of the Company’s
reportable segments. The Company expects the disposition to result in the exit from the Food Products segment and represents a strategic
shift that is expected to have a major effect on the Company’s operations and financial results. Accordingly, the operations of
Food Products are presented as discontinued operations in the accompanying consolidated financial statements. As of June 30, 2026, the
disposition had not been completed. See Note 3 to the consolidated financial statements for additional information regarding the planned
disposition, discontinued operations and assets and liabilities held for sale.

Security
Systems - Brigadier

The
Security Systems - Brigadier segment was sold for $2.3 million to a related party on July 1, 2025. The Brigadier Security Systems business
was previously reported as a separate reportable segment. Following the transaction, the Company no longer conducts operations through
the Security Systems. See Note 7. Sale of Brigadier to the audited consolidated financial statements for additional
information regarding the disposition.

Available
Information

maintain a website at www.themarygoldcompanies.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and amendments thereto filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act are available
free of charge on our website as soon as reasonably practicable after the reports are filed with, or furnished to, the SEC. The information
on our website is not incorporated by reference in this Annual Report on Form 10-K or our other securities filings with the SEC. The
SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC, from which investors may electronically access our SEC filings.

Controlled
Company Status

Pursuant
to a voting agreement dated January 27, 2015, Nicholas Gerber and Scott Schoenberger, through their respective family trusts, have voting
and investment power with respect to more than 50% of the voting stock on matters that may have a material impact on our strategy and
shareholder rights. Because more than 50% of the combined voting power of all our outstanding voting stock is beneficially owned by Messrs.
Gerber and Schoenberger, we are deemed a “controlled company” as defined in section 801(a) of the NYSE American Company Guide.
As such, we are exempt from certain NYSE American rules requiring our Board of Directors to have a majority of independent members, a
compensation committee composed entirely of independent directors and a nominating and governance committee composed entirely of independent
directors.