NOTE 10 – STOCKHOLDERS’ EQUITY

Preferred Stock

We are authorized to issue up to 50,000,000 shares of preferred stock with a par value of $0.001 and our board of directors has the authority to issue one or more classes of preferred stock with rights senior to those of common stock and to determine the rights, privileges, and preferences of that preferred stock.

Our Board of Directors approved the designation of 2,000,000 of the Company’s shares of preferred stock as Series B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”), each with a stated value of $25 per share. Our Series B Preferred Stockholders are entitled to receive cumulative dividends at the annual rate of 13% per annum of the stated value, equal to $3.25 per annum per share. The Series B Preferred Stock is redeemable at our option or upon certain change of control events.

During the year ended March 31, 2021, we commenced an offering to sell a total of 2,000,000 units at $25 per unit (“Unit Offering”), with each unit consisting of: (i) one share of our newly authorized Series B Preferred Stock and (ii) five warrants each exercisable to purchase one share of common stock at an exercise price of $0.10 per warrant share. Each Warrant offered is immediately exercisable on the date of issuance, will expire 5 years from the date of issuance, and its value has been classified as a fair value liability due to the terms of the instrument (see NOTE 8). The Unit Offering was completed on or about August 17, 2021, having resulted in the public offer and sale of 252,192 Units.

As of December 31, 2025 and 2024, we had 252,192 shares of preferred stock issued and outstanding.

Preferred Stock Dividends

During the year ended December 31, 2025, we recorded $819,340 for the cumulative cash dividends due to the shareholders of our Series B Preferred Stock. We made payments of $661,895 in cash and issued $162,770 worth of cryptocurrency to reduce the amounts owing. As a result, we recorded $239,776 as a dividend liability on our balance sheet as of December 31, 2025.

During the year ended December 31, 2024, we recorded $819,340 for the cumulative cash dividends due to the shareholders of our Series B Preferred Stock. We made payments of $659,020 in cash and issued $171,611 worth of cryptocurrency to reduce the amounts owing. As a result, we recorded $245,101 as a dividend liability on our balance sheet as of December 31, 2024.

Common Stock Transactions

On March 6, 2025, the Board of Directors authorized a stock repurchase program that will allow the Company to repurchase up to $1,000,000 in aggregate value of shares of the Company’s common stock, through March 6, 2026. During the year ended December 31, 2025, 12,489,710 shares have been repurchased for $246,898. These shares are being held by the Company in Treasury. Also, during the year ended December 31, 2025, we issued 1,144,289 shares of the Company’s common stock in exchange for 1,144,289 Class B Units of Investview Financial Group Holdings, LLC.

INVESTVIEW, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

The stock repurchase program was extended to cover the repurchase of shares of the Company’s common stock through March 31, 2027.

During the year ended December 31, 2024, we repurchased 472,374,710 shares from two of the original founders of the Company and a series of their family members and related entities in exchange for cash of $446,391 and payables of $3,124,755 (see NOTE 5). Also, during the year ended December 31, 2024, we cancelled 1,750,000 shares that had been issued but were forfeited by choice. As a result, we decreased common stock by $1,750 and increased additional paid in capital by the same. The forfeiture also resulted in the reversal of previously recorded expense resulting in a net $10,002 reduction in stock-based compensation based on grant date fair values and vesting terms of awards granted in prior periods.

As of December 31, 2025 and 2024, we had 1,860,376,075 and 1,859,231,786 shares of common stock issued and 1,847,886,365 and 1,859,231,786 shares of common stock outstanding, respectively.

Options

The 2022 Incentive Plan authorizes a variety of incentive awards consisting of stock options, restricted stock, restricted stock units, and reserves for issuance up to 600,000,000 shares of the Company’s common stock.

During the year ended December 31, 2025, we cancelled 800,000 unvested options upon the resignation of an employee of the Company.

Transactions involving our options are summarized as follows:

 SCHEDULE OF OPTIONS ACTIVITY

Details of our options outstanding as of December 31, 2025, is as follows:

 SCHEDULE OF OPTIONS OUTSTANDING

Total stock compensation expense related to the options for the year ended December 31, 2025 and 2024, was $1,551,700 and $1,610,536, respectively. As of December 31, 2025 there was approximately $1.7 million of unrecognized compensation cost related to the Options, which is expected to be recognized over a remaining weighted-average vesting period of approximately 0.8 years.

Warrants

Transactions involving our warrants are summarized as follows:

 SCHEDULE OF WARRANTS ISSUED

INVESTVIEW, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Details of our warrants outstanding as of December 31, 2025 is as follows:

 SCHEDULE OF WARRANTS OUTSTANDING

Class B Units of Investview Financial Group Holdings, LLC

As of December 31, 2025, and December 31, 2024, there were 563,855,711 and 565,000,000 Class B Redeemable Units of our subsidiary, Investview Financial Group Holdings, LLC, issued and outstanding. These Class B Units were issued as consideration for the purchase of operating assets and intellectual property rights of MPower, a company controlled and partially owned by David B. Rothrock and James R. Bell, two of our board members. The Class B Units have no voting rights and were subject to a lock-up agreement that expired in April 2025. The Class B Units can be exchanged by the holders at any time for 565,000,000 shares of our common stock on a one-for-one basis, subject to the Company’s overriding right to redeem the Class B Units on the 7th anniversary of the date of issuance (September 3, 2028) or earlier if there are less than 50% of the Class B Units originally issued still outstanding or if the holders of a majority of the Class B Units request the mandatory redemption of all Class B Units. The Company has agreed to use its reasonable commercial efforts to register the resale of the common stock that may be issued upon redemption of the Class B Units under the Securities Act.

In order to properly account for the purchase transaction on the Company’s financial statements, we were required by applicable financial reporting standards to value the Class B Units issued to MPower in the transaction as of the closing date of the MPower sale transaction (September 3, 2021). For these accounting purposes, we concluded that the “fair value” of the consideration for financial accounting purposes, at the if-converted market value of the underlying common shares was $58.9 million, based on the closing market price of $0.1532 on the closing date of September 3, 2021, as discounted from $86.6 million by 32% (or $27.7 million) to reflect the significant lock-up period (which has now expired). The “fair value” valuation of the Class B Units, however, was completed relying on a certain set of methodologies that are accepted for accounting purposes, and is not necessarily indicative of the “fair market value” that may be implied relative to such Class B Units in a commercial transaction not governed by financial reporting standards. In particular, the methodology used to value the Class B Units at their “fair value” did not take into account any blockage discounts that may otherwise apply after the lock-up period expired in 2025; while other valuation methodologies, not bound by financial reporting codifications, would possibly determine that the blockage discount associated with the resale of 565 million shares after the expiration of the lock-up period, into a marketplace that has limited market liquidity, could possibly have a material downward influence on the valuation.

During the year ended December 31, 2025, we issued 1,144,289 shares of the Company’s common stock in exchange for the redemption of 1,144,289 Class B Units of Investview Financial Group Holdings, LLC.