nrom_10q.htm

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2026

Commission file number:0-11104

NOBLE ROMAN’S, INC.

(Exact name of registrant as specified in its charter)

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

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

(317) 634-3377

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 5, 2026, there were 22,215,512 shares of Common Stock, no par value, outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

The following unaudited consolidated financial statements are included herein:

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

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

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

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

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

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Noble Roman's, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited and Not Reviewed)

	December 31,			March 31,
Assets	2025			2026
Current assets:				(unreviewed)
Cash	$	533,670		$	539,321
Employee Retention Tax Credit Receivable		527,948			527,948
Accounts receivable - net		741,539			773,143
Inventories		965,212			1,000,187
Prepaid expenses		478,262			556,549
Total current assets		3,246,631			3,397,148

Property and equipment:
Equipment		4,463,379			4,499,440
Leasehold improvements		3,175,507			3,181,294
		7,638,886			7,680,734
Less accumulated depreciation and amortization		3,979,112			4,082,998
Net property and equipment		3,659,774			3,597,736
Deferred tax asset		3,114,727			3,041,295
Deferred contract costs		1,699,935			1,689,451
Goodwill		278,466			278,466
Operating lease right of use assets		3,322,195			3,114,355
Other assets		562,756			565,994
Total assets	$	15,894,484		$	15,684,445
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	702,207		$	746,292
Current portion of operating lease liability		950,409			969,806
Current portion of Corbel loan payable		5,470,824			5,210,593
Current portion of subordinated notes payable		575,000			575,000
Warrant liability		500,000			500,000
Total current liabilities		8,198,440			8,001,691

Long-term obligations:
Operating lease liabilities – net of current portion		2,564,162			2,314,923
Deferred contract income		1,699,934			1,689,451
Total long-term liabilities		4,264,096			4,004,374
Total liabilities	$	12,462,536		$	12,006,065

Stockholders’ equity:
Common Stock – no par value (40,000,000 shares authorized, 22,215,512 issued and outstanding as of December 31, 2025 and March 31, 2026)		24,911,141			24,925,043
Accumulated deficit		(21,479,193	)		(21,246,663	)
Total stockholders’ equity		3,431,948			3,678,380
Total liabilities and stockholders’ equity	$	15,894,484		$	15,684,445

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

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Noble Roman's, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited and Not Reviewed)

	Three-Months Ended March 31,
	2025		2026
			(unreviewed)
Revenue:
Restaurant revenue - company-owned Craft Pizza & Pub	$	2,019,418	$	2,094,417
Restaurant revenue - company-owned non-traditional		294,573		276,241
Franchising revenue		1,445,908		1,519,025
Administrative fees and other		299		14,363
Total revenue		3,760,198		3,904,046

Operating expenses:
Restaurant expenses - company-owned Craft Pizza & Pub		1,890,687		1,938,704
Restaurant expenses - company-owned non-traditional		293,111		269,328
Franchising expenses		546,447		419,128
Total operating expenses		2,730,245		2,627,160

Depreciation and amortization		96,066		103,886
General and administrative expenses		432,248		622,517
Total expenses		3,258,559		3,353,563
Operating income		501,639		550,483

Interest expense		329,754		244,521
Income before income taxes		171,885		305,962
Income tax expense		41,252		73,432
Net income	$	130,633	$	232,530

Earnings per share - basic
Net income	$	.01	$	.01

Weighted average number of common shares outstanding		22,215,512		22,215,512

Diluted earnings per share:
Net income	$	.01	$	.01
Weighted average number of common shares outstanding		25,278,930		32,079,346

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

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Noble Roman's, Inc. and Subsidiaries

Consolidated Statements of Changes in

Stockholders' Equity

(Unaudited and Not Reviewed)

Three Months Ended March 31, 2025:

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

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

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

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

Three Months Ended March 31, 2026 (unreviewed):

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

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

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

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

See accompanying notes to condensed consolidated financial statements (unaudited)

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Noble Roman's, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited and Not Reviewed)

OPERATING ACTIVITIES	Three Months Ended March 31,
	2025			2026
				(unreviewed)
Net income (loss)	$	130,633		$	232,530
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization of value of stock options		9,991			13,902
Depreciation and amortization		190,148			118,656
Deferred income taxes		41,252			73,432
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable		92,835			(31,604	)
Inventories		3,774			(34,975	)
Prepaid expenses		19,754			(78,287	)
Other assets including long-term portion of receivables		(14,533	)		(3,239	)
Net increase in operating lease liabilities and lease assets		(34,282	)		(12,001	)
Increase (decrease) in accounts payable and accrued expenses		(315,717	)		44,085
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES		123,855			322,499

INVESTING ACTIVITIES
Purchase of property and equipment		(19,445	)		(41,848	)
NET CASH USED IN INVESTING ACTIVITIES		(19,445	)		(41,848	)

FINANCING ACTIVITIES
Principal payment on Corbel loan		(250,000	)		(275,000	)
NET CASH USED BY FINANCING ACTIVITIES		(250,000	)		(275,000	)

(Decrease) Increase in cash		(145,590	)		5,651
Cash at beginning of period		710,227			533,670
Cash at end of period	$	564,637		$	539,321
Supplemental schedule of investing and financing activities
Cash paid for interest	$	230,184		$	229,750

See accompanying notes to condensed consolidated financial statements (unaudited)

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Notes to Condensed Consolidated Financial Statements (Unaudited)

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

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

Significant Accounting Policies

There have been no significant changes in the Company's accounting policies from those disclosed in the 2025 Form 10-K.

Note 2 – Inventory consists of ingredient inventory used to make products in the Company-owned restaurants, marketing materials to sell to franchisees and equipment inventory to be used in future locations at March 31, 2026 and December 31, 2025 inventory consisted of the following:

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

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

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

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At December 31, 2025 and March 31, 2026, the carrying values of the Company’s franchise receivables have been reduced to anticipated realizable value. After considering this reduction of carrying value, the Company anticipates that substantially all of its accounts receivable reflected on the consolidated balance sheet as of March 31, 2026, will be collected although the Company does have a reserve of approximately $231,000 against those receivables.

During the three-month period ended March 31, 2026, there were no Company-operated or franchised Craft Pizza & Pub restaurants opened or closed. During the same three-month period nine new non-traditional outlets opened and one non-traditional outlet closed.

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

Note 5 - The following table sets forth the calculation of basic and diluted earnings per share for the three-month period ended March 31, 2026.

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

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The following table sets forth the calculation of basic and diluted loss per share for the three-month period ended March 31, 2025:

	Three Months Ended March 31, 2025
	Income (Numerator)		Shares (Denominator)		Per-Share Amount
Net income	$	171,926		22,215,512	$	.01
Effect of dilutive securities
Stock and warrant dilution				1,913,418
Convertible notes		14,375		1,150,000	____
Diluted earnings per share
Net income	$	186,301		25,278,930	$	.01

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

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

All Senior Note payments are current.

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

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

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

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

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

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

There were no stock options granted and none forfeited and none exercised during the three-month period ended March 31, 2026. Accordingly, the outstanding options as of March 31, 2026 and December 31, 2025 were 3,973,834.

Note 12 – Segment Reporting - The Company accounts for segment reporting in accordance with ASC Topic 280, Segment Reporting. Operating segments are components of an enterprise for which separate financial information is available and regularly reviewed by the chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance. For details of revenue and expenses by segment see charts on pages 15 and 16 in this Form 10-Q.

The Company generates revenue from the following primary sources:

Restaurant Revenue

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

Franchise Royalties

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

Initial Franchise Fees

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

Equipment Commissions

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

Manufacturer and Distributor Allowances

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

Administrative Fees and Other Revenue

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

Disaggregation of Revenue

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

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

The Company's CODM is its Chief Executive Officer.

The Company has identified two reportable operating segments:

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

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

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

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

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

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

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

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Noble Roman’s Pizza for Non-Traditional Locations

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

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

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

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

The Company refocused its development plans toward selling more non-traditional franchises as a result of the pandemic coming to an end and the owners of non-traditional locations becoming more willing to look at expansion options and to invest in their growth. The focus on selling more non-traditional franchise locations, including several locations with higher-than-average potential volumes, is proceeding. The Company has sold many units yet to be opened and still has a significant pipeline of prospects to expand the number of non-traditional franchise locations in operation. In October 2023, the Company entered into a Development Agreement with Majors Management, LLC (“Majors”) for 100 franchise locations to be developed over the succeeding three years.

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Noble Roman’s Craft Pizza & Pub

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

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

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

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

The Company designed its curbside service for carry-out customers, called “Pizza Valet Service,” to create added value and convenience. With Pizza Valet Service, customers place orders ahead, drive into the restaurant’s reserved valet parking spaces and have their pizza run to their vehicle by specially uniformed pizza valets. Customers who pay when they place their orders are able to drive up and leave with their order very quickly without stepping out of their vehicle. For those who choose to pay after they arrive, pizza valets can take credit card payments on their mobile payment devices right at the customer’s vehicle. With the fast baking times, the entire experience, from order to pick-up can take as little as 12 minutes.

Business Strategy

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

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

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

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

Business Operations

Distribution

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

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

Financial Summary

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

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

	Three Months ended March 31,
	2025				2026
Revenue	$	2,019,418	100.0	%	$	2,094,417	100.0	%
Cost of sales		416,267	20.6			405,963	19.4
Salaries and wages		599,151	29.7			583,266	27.8
Facility cost including rent, common area and utilities		404,006	20.0			433,255	20.7
Packaging		67,701	3.4			70,102	3.3
Delivery fees		64,205	3.2			99,937	4.8
All other operating expenses		339,357	16.8			346,182	16.5
Total expenses		1,890,687	93.7			1,938,705	92.5
Margin contribution	$	128,731	6.4	%	$	155,712	7.5	%

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

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

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

	Three Months ended March 31,
	2025				2026
Revenue	$	294,573	100.0	%	$	276,241	100.0	%
Total expenses		293,111	99.5			269,328	97.5
Margin contribution	$	1,462	0.5	%	$	6,913	2.5	%

Results of Operations

Company-Owned Craft Pizza & Pub

The revenue from this venue was $2,094,417 for the three months ended March 31, 2026 compared to $2,019,418 for the corresponding period in 2025. The same stores sales increase of approximately 3.7% during this period is a very rewarding growth rate considering high gas prices, the uncertainty in the market and the general trend among restaurants and consumer spending in general. Additionally, the Company’s operating market experienced what has been reported as the 12^th largest snowfall on record for the Indianapolis area over the course of two days in January and operations were limited or halted due to travel restrictions imposed by various municipal governments and due to road conditions in general.

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Cost of sales decreased to 19.4% for the three months ended March 31, 2026 from 20.6% for the corresponding period last year. This decrease was because the Company maintained excellent controls over portioning and actively managed sales mix with dual promotions featuring both value and premium-priced offerings, partially offset by inflationary pressure on ingredient costs.

Salaries and wages decreased to 27.8% for the three months ended March 31, 2026 from 29.7% for the comparable period in 2025. This was the result of more efficient use of labor due to increased average tenure and experience of the Company’s workforce and the Company’s general focus on efficiency management.

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

Franchising

The revenue from this venue increased to $1,519,025 from $1,445,908 in the three months ended March 31, 2026 compared to the corresponding period in 2025. This significant increase of approximately 5.1% is a result of the continued expansion of the number of franchised units being opened. It is expected this trend will continue and the Company expects to open another 60 to 70 locations in year 2026.

Salaries and wages decreased to 13.2% from 14.6% as a percent of revenue for the comparable period in 2026 versus 2025. This decrease came primarily from the growing number of franchises open without the necessity of adding additional staff. The Company’s franchising business model allows it to substantially grow the number of open units without significant increases in overhead.

Company-Owned Non-Traditional Location

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

Other Expenses

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

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

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Interest expense decreased to $244,521 from $329,754 for the three-month period ended March 31, 2026 compared to the corresponding period in 2025. The primary reason for the decrease was the continued repayment of principal in the amount of $91,667 per month for all months since April 2025 and with Amendment #4 to the Senior Security Loan and Warrant Purchase Agreement with Corbel the PIK interest was eliminated and replaced with an increase in the base rate to SOFR plus 9%.

Net income was $232,530 after an income tax accrual of $73,431, which will not be paid because of a deferred tax credit of approximately $3.0 million remaining which will offset any cash tax payments for a significant period of time. Net income before tax was $305,962 compared to $171,885 for the three-month period ended March 31, 2026 compared to the same period in 2025.

Liquidity and Capital Resources

The Company’s current ratio was .43-to-1 as of March 31, 2026 compared to .40-to-1 as of December 31, 2025. As a result of the amendment to the Senior Note, including the extension of the maturity of the Senior Note to June 30, 2026, both the Senior Note and the subordinated convertible notes are now carried as short-term liabilities at both December 31, 2025 and March 31, 2026. The Company has entered into an arrangement relating to the anticipated refinancing of its loan with Corbel Capital Partners SBIC, L.P. Separately, the Company negotiated to purchase all of Corbel’s outstanding warrants for $500,000. The company’s purchase of Corbel’s warrants, and their cancellation, will be effective upon satisfaction of the conditions specified in the agreement, including repayment of the remaining loan balance, accrued interest, and other associated fees and costs. If the conditions are not satisfied within the time period specified in the agreement, the payoff agreement may terminate, and the existing financing arrangements will remain outstanding in accordance with their terms. The company is actively pursuing the closing of a replacement financing package that will repay the remaining Corbel loan, repay the outstanding subordinated notes, and fund the purchase and cancellation of the Corbel warrants.

In February 2020, the Company entered into the Agreement with Corbel, pursuant to which the Company issued to Corbel the Senior Note in the initial principal amount of $8.0 million. The Company used the net proceeds of the Senior Note as follows: (i) $4.2 million to repay the Company’s then-existing bank debt which were in the original amount of $6.1 million; (ii) $1,275,000 to repay the portion of the Company’s existing subordinated convertible debt the maturity date of which most had not previously been extended; (iii) debt issuance costs; and (iv) for working capital and other general corporate purposes, including development of new Company-owned Craft Pizza & Pub locations.

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

In view of the extension of the Senior Note, as well as the Company’s cash flow projections, the Company believes it will have sufficient cash flow to meet its obligations and to carry out its current business plan for the foreseeable future, however, the failure to timely complete the refinancing the Company is pursuing could adversely affect the Company’s liquidity and capital resources. The Company’s cash flow projections for the next two years are primarily based on the Company’s strategy of growing the non-traditional franchising venue and operating its existing Craft Pizza & Pub locations.

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

Forward-Looking Statements

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

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s exposure to interest rate risk relates primarily to its variable-rate debt. As of March 31, 2026, the Company had outstanding variable interest-bearing debt in the aggregate principal amount of $5.3 million. The Company’s current borrowings, as of March 31, 2026, are at a variable rate tied to SOFR plus 9.0% per annum adjusted on a monthly basis, subject to a floor of 4.25% on SOFR. Based on its current debt structure, for each 1% increase in SOFR the Company would incur increased interest expense of approximately $57,000 over the succeeding 12-month period.

ITEM 4. Controls and Procedures

In connection with the preparation of this quarterly report, management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this quarterly report. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures are designed only to provide reasonable assurance, and no matter how well designed and operated, there can be no assurance that disclosure controls and procedures will operate effectively in all circumstances. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of March 31, 2026, the Company’s disclosure controls and procedures were effective based on the criteria in Internal Control – Integrated Framework issued by the COSO, version 2013, as discussed below.

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Management’s Report on Internal Control Over Financial Reporting

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

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

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

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PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.

The Company is not involved in material litigation against it.

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

None.

ITEM 5. Other Information.

Not applicable.

ITEM 6. Exhibits.

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Index to Exhibits

Exhibit Number		Description
3.1		Amended Articles of Incorporation of the Registrant, filed as an exhibit to the Registrant’s Amendment No. 1 to the Post-Effective Amendment No. 2 to Registration Statement on Form S-1 filed July 1, 1985 (SEC File No.2-84150), is incorporated herein by reference.

3.2		Amended and Restated By-Laws of the Registrant, as currently in effect, filed as an exhibit to the Registrant’s Form 8-K filed December 23, 2009, is incorporated herein by reference.

3.3		Articles of Amendment of the Articles of Incorporation of the Registrant effective February 18, 1992 filed as an exhibit to the Registrant’s Registration Statement on Form SB-2 (SEC File No. 33-66850), ordered effective on October 26, 1993, is incorporated herein by reference.

3.4		Articles of Amendment of the Articles of Incorporation of the Registrant effective May 11, 2000, filed as Annex A and Annex B to the Registrant’s Proxy Statement on Schedule 14A filed March 28, 2000, is incorporated herein by reference.

3.5		Articles of Amendment of the Articles of Incorporation of the Registrant effective April 16, 2001 filed as Exhibit 3.4 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.

3.6		Articles of Amendment of the Articles of Incorporation of the Registrant effective August 23, 2005, filed as Exhibit 3.1 to the Registrant’s current report on Form 8-K filed August 29, 2005, is incorporated herein by reference.

3.7		Articles of Amendment of the Articles of Incorporation of the Registrant effective February 7, 2017, filed as Exhibit 3.7 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) filed April 25, 2017, is incorporated herein by reference.

4.1		Description of Registered Securities, dated May 11, 2022, filed as Exhibit 4.1 to the Registrant’s Form 10-Q, is incorporated herein by reference.

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

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

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

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

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

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

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

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

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

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10.6		Registration Rights Agreement dated October 13, 2016 by and between the Registrant and the investors signatory thereto, filed as Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.

10.7		First Amendment to the Registration Rights Agreement dated February 13, 2017 by and between the Registrant and the investors signatory thereto, filed as Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.

10.8		Senior Secured Note and Warrant Purchase Agreement dated February 7, 2020 by and between the Registrant and Corbel Capital Partners SBIC, L.P. filed as Exhibit 10.11 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019 is incorporated herein by reference.

10.9		Amendment Number Four dated April 14, 2025, to the to the Senior Secured Note and Warrant Purchase Agreement by and between the Registrant and Corbel Capital Partners SBIC, L.P., was filed as 10.9 to the Registrant’s annual report on Form 10-K for the year ended December 31, 2025 is incorporated herein by reference.

21.1		Subsidiaries of the Registrant filed in the Registrant’s Registration Statement on Form SB-2 (SEC File No. 33-66850) ordered effective on October 26, 1993, is incorporated herein by reference.

31.1		C.E.O. Certification under Rule 13a-14(a)/15d-14(a)

31.2		C.F.O. Certification under Rule 13a-14(a)/15d-14(a)

32.1		C.E.O. Certification under 18 U.S.C. Section 1350

32.2		C.F.O. Certification under 18 U.S.C. Section 1350

101		Interactive Financial Data

*Management contract or compensation plan.

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SIGNATURES

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

	NOBLE ROMAN’S, INC.

Date: June 29, 2026	By:	/s/ Paul W. Mobley
		Paul W. Mobley, Executive Chairman,
		Chief Financial Officer and Principal
		Accounting Officer (Authorized Officer and Principal Financial Officer)