Note 12 — Related party transactions

Purchases and accounts payable – related parties:

On April 11, 2023, one of the Company’s customers and vendors, Iluminar Lighting LLC (“Iluminar”) entered into Debt Conversion Agreement with the Company pursuant to which it will convert $1,000,000 of accounts receivable to 1,033,333 shares of Iluminar which is 10% of Iluminar’s outstanding shares. For the years ended December 31, 2025 and 2024, the purchases made from Iluminar were $58,030 and $56,671, respectively. As of December 31, 2025 and 2024, the accounts payable amount due to Iluminar was $366,437 and $308,407, respectively.

Revenue and accounts receivable - related party:

During the years ended December 31, 2025 and 2024, the sales revenue from Iluminar was $76,038 and $1,593,926, respectively. As of December 31, 2025 and 2024, the account receivable, net from Iluminar was nil and $976,449, respectively. 

Prepayments - related party:

As of December 31, 2025 and 2024, the prepayments from Jonathan was nil and $10,000, respectively. 

Loan receivable – related party:

As of December 31, 2025 and 2024, loan receivable from Big Lake amounted to $605,000 and nil, respectively. The receivable relates to a promissory note dated April 11, 2025, issued to Big Lake, which bears interest at 0% per annum and matures on June 30, 2026. The promissory note includes a debt-forgiveness provision whereby the outstanding principal may be forgiven if the borrower invests an amount equal to or greater than the loan proceeds into the Company. If such condition is met, the borrower will have no further repayment obligation under the note.

Deferred income – contract liabilities - related party:

As of December 31, 2025 and 2024, the deferred income - contract liabilities from Iluminar was $86,468 and $86,468, respectively. 

Other payables — related parties

In 2022, Nature’s Miracle Inc. (Cayman) (“NMCayman”), former stockholders of NMI, currently under common control of Mr. Tie (James) Li, the Company’s CEO, paid a total amount of $345,000 of legal and audit fees for the Company. As of December 31, 2025 and 2024, the outstanding amount due to NMCayman was $170,000 and $170,000, respectively.

In 2021, Yang Wei, former shareholder of the Visiontech and current shareholder of the Company, paid a total amount of $23,813 of normal business operating fee for the Company. As of December 31, 2025 and 2024, the outstanding amount due to Yang Wei was $20,813 and $23,813, respectively.

In 2022, Zhiyi (Jonathan) Zhang, paid a total amount of $27,944 of normal business operating fee for the Company. On May 19, 2023, September 4, 2023, and July 1, 2024, Zhiyi (Jonathan) Zhang paid another $1,000, $557, $8,184 for normal business operating expenses, respectively. Furthermore, in 2024, Mr. Zhang contributed an additional $10,936 toward Company expenses. On October 11, 2023, the Company paid off $28,501 of the balance. In 2025, the Company paid another $3,000 of the balance. As of December 31, 2025 and 2024, the outstanding amount due to Zhiyi (Jonathan) Zhang was $26,533 and $20,120.

In September 2024, James Li paid a total amount of $30,000 of normal business operating fee for the NMCA and NMCA paid it back to James in November 2024. In 2025, James Li paid $6,300 of normal business operating fee for NMCA and NMCA paid it back in 2025, as of December 31, 2025, the outstanding amount due to James Li was nil.

For the year ended December 31, 2025, Nature’s Miracle Holding Inc. has an outstanding amount due to Mr. Tie (James) Li and Zhiyi (Jonathan) Zhang for $25,100 and $25,000 of board fees.

For the year ended December 31, 2025, NMI has an outstanding amount due to Mr. Tie (James) Li for $9,360 of operating expenses.

As of December 31, 2025 and 2024, accrued interest expense from related parties, were $125,207 and $103,776, respectively, which were included in other payable - related parties   on the Company’s balance sheets. (see Short-term loans — related parties for detail).

Short-term loans — related parties

On July 11, 2023, Lakeshore signed one loan with Tie (James) Li for a principal amount of $125,000 with 8% interest rate. This loan was required to be paid in full before November 11, 2023. On December 8, 2023, Lakeshore entered into a side letter to this loan agreement to extend the repayment to March 11, 2024 and agree to waive any and all interest and penalties that may have accrued commencing on November 11, 2023. This loan was subsequently extended to September 15, 2024 and April 15, 2025, and finally extended to October 16, 2025. The loan balance as of December 31, 2025 and 2024 was $0 and $125,000, respectively. As of December 31, 2025 and 2024, accrued interest of this loan was $3,512 and $2,521.

In December 18, 2025, the Company signed one loan with Tie (James) Li for the principal amount of $70,000 with 5% interest rate. This loan is required to be paid in full before May 16, 2026. The loan balance as of December 31, 2025 was $70,000. The accrued interest of this loan as of December 31, 2025 was $134.

In December 30, 2025, the Company signed one loan with Tie (James) Li for the total principal amount of $15,000 with 5% interest rate. This loan is required to be paid in full before April 1, 2026, and then extended to May 16, 2026. The loan balance as of December 31, 2025 was $15,000. The accrued interest of this loan as of December 31, 2025 was $0.

On January 17, 2023, the Company and NMCayman entered into a loan agreement for the principal amount of $294,985 with 8% interest rate. This loan is originally required to be paid in full before July 17, 2023, the Company initially extended it to November 15, 2023, further extended to February 15, 2024, subsequently extended to August 15, 2024, and finally extended to April 15, 2025. On November 19, 2024, the Company entered into a debt-to-equity conversion agreement with NMCayman, under which $277,786 balance of this debt and $299,714 balance of another debt will be converted into 218,750 shares of common stock for James at a conversion price of $2.64 per share. On July 31, 2025, the Company paid off remaining balance. As of December 31, 2025 and 2024, the loan balance was $0 and $17,199, respectively. As of December 31, 2025 and 2024, the accrued interest of this loan was $43,249 and $42,449, respectively.

Interest expense for short-term loans - related parties amounted to $8,173 and $61,597 during the years ended December 31, 2025 and 2024, respectively.

Convertible notes — related party

On April 11, 2025, the Company signed a convertible promissory note agreement with Big Lake. Big Lake is a related party controlled by Tie “James” Li, Chairman and CEO of the Company. The agreement calls for up to $2,000,000 in financing with an initial tranche of $600,000. The amount funded can be converted into shares of the Company at a conversion price equal to 110% of the end of the trading date. The rate of interest is 10% and the note matures in one year. As consideration for entering into the convertible promissory note agreement, the Company issued warrants to purchase up to 10,101,010  shares of common stock at an exercise price the same as conversion price of $0.198 - the price equal to 110% of the reported closing price of the Company’s Common Stock on the closing date of the Initial Tranche, if the Company draws down the full amount of the note. As of December 31, 2025, the balance of this note was $64,414 and the balance of accrued interest was $39,662.

In connection with the acquisition of Zak Properties as stated in Note 6 – Asset acquisition under common control, the Company issued a convertible promissory note in the aggregate principal amount of $3,000,000 as consideration of the acquisition of Zak Properties. The note bears an annual interest charge of 10% with a maturity date of September 18, 2027. Principal and accrued interest can be converted into shares of common stock of the Company at a 20% discount to lowest trading prices with a 20 day look back at any time on or following the issue date of the convertible note. As of December 31, 2025, the balance of this note was $3.0 million and the balance of accrued interest was $86,301.

Interest expense for convertible notes - related party amounted to $313,305 and nil during the years ended December 31, 2025 and 2024, respectively.