Note 7 — Related Party Transactions

Note Payable and Line of Credit from Related Parties

Note Payable

On February 2, 2023, RET issued a promissory note (the “Note”) to its former CEO, Mr. You, and Mr. de Masi for $200,000 each, or an aggregate amount of $600,000. The Note has an annual interest rate of 5%. The Note amount owed to RET’s former CEO and Mr. de Masi totaling $400,000 remains as outstanding due on demand, and the $200,000 Note amount owed to Mr. You was included in the Rollover amount described below.

Line of Credit

On December 30, 2024, the Company entered into a loan agreement (the “Loan Agreement”) with RHY Management LLC (“RHY”), an affiliate of Harry You, Holdco’s Chairman and a greater than 10% shareholder, pursuant to which RHY agreed to issue a line of credit (the “LOC”) to the Company for up to $7 million, which was later amended effective as of March 31, 2026 to increase to the available funding to $10 million, in addition to the Rollover amount described below (such amounts borrowed under the LOC, together with the Rollover, the “Loan”). The Loan bears interest at the greater of 5% per annum or the applicable IRS short-term rate in the month of each drawdown (“Interest Rate”), payable quarterly in arrears. If a quarterly payment is missed, the loan balance increases by an amount equal to the principal multiplied by the Default Rate (as defined below). If an event of default has occurred and is continuing, then upon written notice by RHY to the Company, the outstanding principal balance and any unpaid accrued interest will accrue interest at 2% above the Interest Rate (the “Default Rate”).

Prior to closing of the Business Combination, the outstanding amount that Coliseum and RET owed to Mr. You and his affiliates was approximately $3.1 million. All of these outstanding amounts (the “Rollover”) were assigned to and assumed by the Company and are treated for all purposes as Loans outstanding under the Loan Agreement. The Rollover amount does not reduce the $10 million funding available to the Company under the LOC.

Partial Conversion of Loan

On June 5, 2026, the Company entered into an agreement to partially convert the Loan owed to RHY and its affiliates (the “Conversion Agreement”), pursuant to which an aggregate of $4,000,000 of Loan was converted into 1,612,903 shares of Class A common stock at a price per share equal to the volume-weighted average price of the Class A common stock for the ten trading days preceding the date of the Conversion Agreement, which was $2.48 per share.

In connection with the Conversion Agreement, on June 5, 2026, RHY entered into a joinder to the lock-up agreement dated December 31, 2024 (the “Lock-Up Joinder”), which provides that the shares of Class A common stock issued to RHY pursuant to the Conversion Agreement are subject to transfer restrictions until the earlier of (x) December 31, 2026 and (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares of common stock for cash, securities or other property.

As of June 30, 2026 and December 31, 2025, the Company had outstanding balance of approximately $8.5 million and $9.1 million (including the $3.1 million Rollover) under the Loan Agreement, respectively.

As of June 30, 2026 and December 31, 2025, the Company had an outstanding accrued interest balance in connection with both the Note and the LOC of approximately $772,000 and $323,000, respectively.

Employment Agreement

Effective January 2, 2025, RET entered into a binding offer letter (the “Offer Letter”), which was later amended on June 27, 2025, with its new CEO, Mr. Seidl. Pursuant to the amended Offer Letter, the Company agreed to pay to the CEO (i) an annual salary of $500,000, (ii) an annual incentive bonus up to 200% of his base salary, subject to Board approval, which will be subject to the achievement of Company and/or individual performance goals mutually agreed by the CEO and the Board or the Compensation Committee, and (iii) a cash bonus of $5.82 million (the “Retention Bonus”) payable on the earlier of (x) December 31, 2028, (y) the date on which the Company terminates the CEO’s employment without cause, or (z) the date on which a change of control is consummated. The Company accrues the Retention Bonus over the period of service. As of June 30, 2026 and December 31, 2025, the Company accrued approximately $1.7 million and $831,000 of Retention Bonus, respectively. In addition, the Company also accrued $1 million of annual incentive bonus for 2025 in accrued expenses to related party in the accompanying consolidated balance sheet as of December 31, 2025. The Company paid the $1 million annual incentive bonus for 2025 to Mr. Seidl in March 2026, pursuant to the Board’s determination and approval.

Mr. Seidl is also entitled to equity awards under the Company’s equity incentive plan, subject to approval by the Board and the Compensation Committee. On September 5, 2025, the Company granted 602,320 RSAs to Mr. Seidl, 50% of which vested on January 1, 2026 and 50% of which shall vest on January 1, 2027, subject to continued employment or service through such vesting date.

Termination Letter

On January 29, 2025, Holdco, RET and Christopher Riley entered into a letter agreement whereby Mr. Riley resigned as Co-Chief Executive Officer of the Company and RET effective as of January 30, 2025 (the “Termination Letter”). Mr. Riley remains as a member of the Board. The Company appointed Randall Seidl to serve as Co-Chief Executive Officer effective as of January 2, 2025 as discussed above. Following the resignation of Mr. Riley, Mr. Seidl is the Company’s sole Chief Executive Officer.

Pursuant to the Termination Letter, in lieu of all other compensation and payments of any kind due and payable to Mr. Riley, the Company agreed to pay Mr. Riley an aggregate of $124,500, payable in 18 monthly installments beginning in February 2025 in consideration for his past services. As of June 30, 2026 and December 31, 2025, the Company had an aggregate of approximately $7,000 and $48,000 remaining outstanding in connection with such agreement that was included in accrued expenses in the accompanying consolidated balance sheets, respectively.

The Termination Letter also provides that, subject to approval by the Compensation Committee of the Board, Mr. Riley will be granted 10,000 shares of the Company’s Class A common stock that vest one year from the date of grant. Mr. Riley continues to serve as a member of the Board and is eligible to receive equity awards under the Company’s non-employee director compensation program as discussed below. On June 5, 2026, together with grants of Class A common stock to certain other directors, the Company granted Mr. Riley an equity award of 50,000 shares of Class A common stock that superseded the commitment to grant 10,000 shares of Class A common stock.

Board of Directors Agreement

On April 1, 2025, the Board increased the size of the Board from five to seven directors and appointed Mr. Marcus Peperzak and Mr. Robert Reardon to the Board to fill the resulting vacancies as Class II and Class I directors, respectively. On December 22, 2025, the Board further increased its size from seven to eight directors and appointed Mr. David Sylvester as a Class II director.

In connection with their appointments to the Board, Mr. Reardon, Mr. Peperzak and Mr. Sylvester each entered into Director Agreements which are the form of agreement adopted by the Board in April 2025 to govern the terms of service and compensation of the Company’s non-employee directors (the “Director Agreements”). Additionally, effective as of April 4, 2025, the Company entered into Director Agreements with Lyman Dickerson, Alexandra Warsh (professionally known as Alexandra Steele), and Christopher Riley, each non-employee members of the Board. Pursuant to the terms of the Director Agreements, the Company agreed to pay to each Board member (i) subject to approval by the Board and compensation committee of the Board (the “Compensation Committee”), a cash payment of $12,500 promptly following attendance at each quarterly Board meeting, for a total annual cash compensation of $50,000; and (ii) subject to approval by the Board and the Compensation Committee, a grant of restricted stock, with the number of shares and terms to be determined by the Board. The Company recognized expenses of $75,000 and $150,000 related to these agreements during the three and six months ended June 30, 2026, respectively, and $100,000 during both the three and six months ended June 30, 2025, which were included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. See Note 10 for additional information regarding equity awards granted to members of the Board.