Note 9:  Long-Term Debt

Long-term debt as of  June 30, 2026 and  September 30, 2025 consisted of the following (in $000’s):

Future maturities of long-term debt at  June 30, 2026, are as follows (which does not include related party debt, which is separately stated) (in $000’s):

*Approximately $31.3 million of the $57.3 million presented above as maturing in the twelve months ended June 30, 2027 relates to revolving credit facilities that are classified as current under GAAP due to certain provisions in those agreements, despite contractual maturities extending beyond one year, as discussed further below. This amount consists of approximately $26.0 million and $5.3 million outstanding under the revolving credit facilities of Precision Marshall and Flooring Liquidators, respectively, which are contractually due in December 2028 and May 2029.

Bank of America Revolver Loan

On July 22, 2026, Marquis entered into the Twenty-Third Amendment to its $28.0 million revolving credit agreement ("BofA Revolver") with Bank of America, N.A. ("BofA"), which extended the maturity date of the BofA Revolver to October 29, 2026. The BofA Revolver is an asset-based facility that is secured by substantially all of Marquis' assets. Availability under the BofA Revolver is subject to a monthly borrowing base calculation. Marquis' ability to borrow under the BofA Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with BofA. The BofA Revolver has a variable interest rate and matures on October 29, 2026. As of  June 30, 2026 and  September 30, 2025, the outstanding balance was approximately $6.5 million and $11.8 million, respectively.

The BofA Revolver requires a lockbox arrangement, under which all receipts are swept daily to reduce outstanding borrowings. This arrangement, combined with a subjective acceleration clause in the credit agreement, would require the BofA Revolver to be classified as a current liability on the balance sheet. However, because the BofA Revolver matures on October 29, 2026, it is already classified as a current liability based on its maturity date, irrespective of the lockbox arrangement and subjective acceleration clause. The acceleration clause permits the lender to forgo additional advances if it determines there has been a material adverse change in the Company's financial position or prospects reasonably likely to have a material adverse effect on its business, condition, operations, performance, or properties. Management believes no such material adverse change has occurred, and as of June 30, 2026, the lender had not notified the Company of any such determination. Management believes it will continue to borrow under the BofA Revolver to fund operations through its maturity date.

Legacy Corporate Lending (Precision Marshall)

On December 30, 2025, Precision Marshall, Kinetic, and Central Steel refinanced their Fifth Third Bank loans (see below) with a new credit facility with Legacy Corporate Lending. The refinanced facility totals $47.0 million and consists of $31.2 million in revolving credit (the “Legacy Revolver”), $9.8 million in term lending (the “Legacy Term”), and $6.0 million in Capex lending (the “Legacy Capex”). Borrowings under the Legacy Revolver bear interest at 4.25% per annum over the one‑month Secured Overnight Financing Rate (“SOFR”), while the Legacy Term and Legacy Capex loans bear interest at 4.5% per annum over the one‑month SOFR. In connection with the refinancing, Precision Marshall incurred approximately $0.9 million in debt acquisition costs, which will be capitalized as a contra-liability and amortized over the three-year term of the facility. The refinancing provides additional lending capacity to support future growth. The facility matures on December 30, 2028. As of  June 30, 2026, the outstanding balances on the Legacy Revolver, Legacy Term, and Legacy Capex were $26.0 million, $8.9 million, and $0, respectively.

The Legacy Revolver requires a lockbox arrangement, under which all receipts are swept daily to reduce outstanding borrowings. This arrangement, combined with a subjective acceleration clause in the credit agreement, requires the Legacy Revolver to be classified as a current liability on the balance sheet, notwithstanding its December 30, 2028 maturity. The acceleration clause permits the lender to forgo additional advances if it determines there has been a material adverse change in the Company's financial position or prospects reasonably likely to have a material adverse effect on its business, condition, operations, performance, or properties. Management believes no such material adverse change has occurred, and as of June 30, 2026, the lender had not notified the Company of any such determination. Management believes it will continue to borrow under the Legacy Revolver to fund operations over the term of the facility.

Loan with Fifth Third Bank (Precision Marshall)

Prior to its refinancing on December 30, 2025 (see above), Precision Marshall maintained a credit facility with Fifth Third Bank. As of  June 30, 2026, all borrowings under the facility had been fully repaid in connection with the refinancing, and Precision Marshall wrote off approximately $58,000 of unamortized debt acquisition costs. Accordingly, the outstanding balances at  June 30, 2026 and  September 30, 2025 were approximately $0 and $23.0 million, respectively, for the revolving loan; $0 and $1.3 million, respectively, for the original M&E term note; $0 and $2.1 million, respectively, for Kinetic Term Loan #1; and $0 and $1.7 million, respectively, for the Capex loan.

Eclipse Business Capital Loans

On January 8, 2026, Flooring Liquidators amended its credit facility with Eclipse Business Capital, LLC (“Eclipse”), extending the maturity date of the credit facility to February 18, 2026. On February 18, 2026, Flooring Liquidators entered into the Fifth Amendment to the Loan and Security Agreement, further extending the maturity date of the credit facility to May 18, 2029 and reducing the Maximum Revolving Facility Amount from $25.0 million to $15.0 million. An amendment fee of $112,500 was paid in connection with the Fifth Amendment, which has been capitalized as a contra-liability and will be amortized over the term of the facility. The credit facility, as amended, provides $15.0 million in revolving credit (“Eclipse Revolver”) and $3.5 million in M&E lending (“Eclipse M&E Loan”), and is secured by substantially all of Flooring Liquidator’s assets. Availability under the Eclipse Revolver is subject to a monthly borrowing‑base calculation. The Eclipse Revolver bears interest at Adjusted Term SOFR plus 3.5%, and the Eclipse M&E Loan bears interest at Adjusted Term SOFR plus 5.0%. 

As of  June 30, 2026 and  September 30, 2025, the outstanding balance on the Eclipse Revolver was approximately $5.3 million and $6.7 million, respectively, and the outstanding balance on the Eclipse M&E loan was approximately $0.5 million and $1.0 million, respectively.

The Eclipse Revolver requires a lockbox arrangement, under which all receipts are swept daily to reduce outstanding borrowings. This arrangement, combined with a subjective acceleration clause in the credit agreement, requires the Eclipse Revolver to be classified as a current liability on the balance sheet, notwithstanding its May 18, 2029 maturity. The acceleration clause permits Eclipse to forgo additional advances if it determines there has been a material adverse change in Flooring Liquidators' financial position or prospects reasonably likely to have a material adverse effect on its business, condition, operations, performance, or properties. Management believes no such material adverse change has occurred, and as of June 30, 2026, Eclipse had not notified Flooring Liquidators of any such determination. Management believes it will continue to borrow under the Eclipse Revolver to fund operations over the term of the facility.

Loan with Fifth Third Bank (PMW)

In connection with the acquisition of PMW, on July 20, 2023, PMW entered into a revolving credit facility (the “Revolving Credit Facility”) with Fifth Third Bank. The facility consists of $15.0 million in revolving credit (the “Fifth Third Revolver”) and approximately $5.0 million in M&E lending (the “Fifth Third M&E Loan”). The Fifth Third Revolver is a three-year, asset-based facility that is secured by substantially all of PMW's assets. Availability under the Fifth Third Revolver is subject to a monthly borrowing base calculation. PMW's ability to borrow under the Fifth Third Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with Fifth Third. Loans made under the Revolving Credit Facility are considered Reference Rate Loans, and bear interest at a rate equal to the sum of the Reference Rate plus the Applicable Margin. Reference Rate means the greater of (a) 3.0% or (b) the Lender’s publicly announced prime rate (which is not intended to be Lender’s lowest or most favorable rate in effect at any time) in effect from time to time. The Applicable Margin for revolving loans is zero, while for the Fifth Third M&E Loan or any capital expenditure term loan, it is 50 basis points (0.5%). The credit facility matures in July 2026. 

During the three months ended March 31, 2026, the Company determined that PMW was in default of the Fixed Charge Coverage Ratio (“FCCR”) covenant under the Credit Agreement, and the parties entered into a Forbearance Agreement and Fifth Amendment dated March 24, 2026 (“Fifth Amendment”), pursuant to which Fifth Third agreed to forbear from exercising its rights and remedies through June 15, 2026, and reduced the maximum availability under the Fifth Third Revolver from $15.0 million to $10.0 million. During the three months ended June 30, 2026, the Fifth Amendment expired without renewal. As a result, as of June 30, 2026, PMW was in default under its Revolving Credit Facility and related M&E Loan with Fifth Third Bank, and the lender had the right to accelerate all obligations, foreclose on collateral (including substantially all of PMW’s assets), and pursue other available remedies. Fifth Third’s potentially available rights and remedies are limited solely to PMW and its assets.  Fifth Third has no contractual recourse to the assets of Live Ventures or any of its other subsidiaries. Acceleration or enforcement could impair the Company’s investment in PMW, eliminate PMW’s contribution to consolidated results, or require financial support that could adversely affect the Company’s liquidity. As of June 30, 2026, all of PMW’s outstanding long‑term debt, totaling approximately $10.5 million, was classified as current. As of  June 30, 2026 and  September 30, 2025, the outstanding balance on the Fifth Third Revolver was approximately $7.6 million and $7.2 million, respectively, and the balance on the Fifth Third M&E Loan was approximately $3.0 million and $3.6 million, respectively.

Subsequent to June 30, 2026, on July 19, 2026, PMW and Fifth Third entered into a Forbearance Agreement and Sixth Amendment (the “Sixth Amendment”). Pursuant to the Sixth Amendment, Fifth Third agreed to forbear on the indebtedness through August 19, 2026. The Sixth Amendment waives Fixed Charge Coverage testing for June 30, 2026 and for any month‑end during the forbearance period, prohibits payments to the Company or its affiliates, and subjects PMW to certain deliverables established by Fifth Third during the forbearance period. There can be no assurance PMW will meet these conditions or otherwise repay or refinance the obligations by August 19, 2026 (see Note 18).

Bank Midwest Revolver Loan

On October 17, 2025, Vintage entered into an amended $8.0 million credit agreement with Bank Midwest (“Bank Midwest Revolver”). The amended Bank Midwest Revolver carries the same interest rate as the prior amendment and matures on October 17, 2026. As of  June 30, 2026 and  September 30, 2025, the outstanding balance on the Bank Midwest Revolver was $0.

Note payable to JCM Holdings

During October 2020, Marquis purchased a manufacturing facility, which it had previously leased, for approximately $2.5 million. Marquis entered into a $2.0 million loan agreement, secured by the facility, with the seller of the facility, in order to complete the purchase of the facility. The loan bears interest at 6.0%, due monthly, and matures January 2030. As of  June 30, 2026 and  September 30, 2025, the outstanding principal balance was approximately $0.9 million and $1.1 million, respectively.

Note Payable to Store Capital Acquisitions, LLC

On June 14, 2016, Marquis entered into a transaction with Store Capital Acquisitions, LLC. The transaction included a sale-leaseback of land owned by Marquis and a loan secured by the improvements on such land. The total aggregate proceeds received from the sale of the land and the loan was $10.0 million, which consisted of approximately $0.6 million from the sale of the land and a note payable of approximately $9.4 million. In connection with the transaction, Marquis entered into a lease with a 15-year term commencing on the closing of the transaction, which provides Marquis with an option to extend the lease upon the expiration of its term. The initial annual lease rate is $60,000. The proceeds from this transaction were used to pay down the BofA Revolver and Term loans, and related party loan, as well as to purchase a building from the previous owners of Marquis that was not purchased in the July 2015 transaction. The note payable bears interest at 9.3% per annum, with principal and interest due monthly. The note payable matures June 13, 2056. For the first five years of the note payable, there is a pre-payment penalty of 5.0%, which declines by 1.0% for each year the loan remains unpaid for the next five years. At the end of ten years, there is no pre-payment penalty. In connection with the note payable, Marquis incurred approximately $458,000 in transaction costs that are being recognized as a debt issuance cost and are being amortized and recorded as interest expense over the term of the note payable. The remaining principal balance was approximately $9.0 million as of  June 30, 2026 and  September 30, 2025, respectively.

Equipment Loans

On June 20, 2016 and August 5, 2016, Marquis entered into a transaction that provided for a master agreement and separate loan schedules (the “Equipment Loans”) with Banc of America Leasing & Capital, LLC that provided for the following as of  June 30, 2026:

Note #7 is for $5.0 million, secured by equipment. The Equipment Loan #7 is due February 2027, payable in 84 monthly payments of $59,000 beginning March 2020, with the final payment of $809,000, bearing interest at 3.2% per annum. As of  June 30, 2026 and  September 30, 2025, the balance was approximately $1.2 million and $1.7 million, respectively.

Note #8 is for approximately $3.4 million, secured by equipment. The Equipment Loan #8 is due September 2027, payable in 84 monthly payments of $46,000 beginning October 2020, bearing interest at 4.0%. As of  June 30, 2026 and  September 30, 2025, the balance was approximately $0.8 million and $1.1 million, respectively.

In December 2021, Marquis funded the acquisition of $5.5 million of new equipment under Note #9 of its master agreement. The Equipment Loan #9, which is secured by the equipment, matures December 2026, and is payable in 60 monthly payments of $92,000 beginning January 2022, with the final payment in the amount of approximately $642,000, bearing interest at 3.75% per annum. As of  June 30, 2026 and  September 30, 2025, the balance was approximately $1.1 million and $1.9 million, respectively.

In December 2022, Marquis funded the acquisition of $5.7 million of new equipment under Note #10 of its master agreement. The Equipment Loan #10, which is secured by the equipment, matures December 2029, and is payable in 84 monthly payments of $79,000, beginning January 2023, with the final payment in the amount of approximately $650,000, bearing interest at 6.5%. As of  June 30, 2026 and  September 30, 2025, the balance was approximately $3.5 million and $4.0 million, respectively.