[10-Q] IZEA Worldwide, Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

IZEA Worldwide reported Q3 results that show tighter operations and a return to profitability year to date. Revenue for the quarter was $8,072,380, down from last year, but operating costs fell sharply, lifting Q3 net income to $147,745 and year‑to‑date net income to $1,210,013. Basic and diluted EPS were $0.01 for the quarter and $0.07 for the nine months.

Cash and cash equivalents rose to $51,390,884 as of September 30, 2025, reflecting $2,435,965 provided by operating activities year to date. The balance sheet shows minimal liabilities and no goodwill or digital assets. Sales and marketing and general and administrative expenses declined significantly versus last year, and contract liabilities were $4,129,798, compared with $8,188,651 at year‑end. Under its repurchase programs, the company has bought 561,950 shares at an average $2.55, with about $8.7M remaining authorized; 17,125,752 shares were outstanding as of November 7, 2025.

Insights

Equity analyst

Profitability returned on lower expenses and positive cash flow.

IZEA posted Q3 net income of $147,745 and year‑to‑date net income of $1,210,013, versus losses last year. The improvement stems from reduced operating expenses: sales and marketing and G&A declined markedly versus 2024, narrowing the gap between revenue and costs.

Liquidity strengthened with cash at $51.39M on September 30, 2025 and operating cash flow of $2.44M year to date. Liabilities remain modest, with only a small finance obligation.

Contract liabilities were $4.13M versus $8.19M at year‑end, and customer concentration is disclosed for both receivables and revenue. Actual trajectory will depend on sustaining cost discipline and revenue execution across Managed Services.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission File No.: 001-37703

IZEA WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Nevada						37-1530765
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1317 Edgewater Dr., # 1880, Orlando, FL						32804
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (407) 674-6911

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

Title of each class

Trading Symbol (s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

IZEA

The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

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  x  No  o

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☒   No  o

1

Table of Contents

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 the definitions 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. o

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

 As of November 7, 2025, there were 17,125,752 shares of our common stock outstanding.

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Table of Contents

IZEA Worldwide, Inc.

Form 10-Q

For the Quarterly Period Ended September 30, 2025

Table of Contents			Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements			1
Unaudited Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024			1
Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024			2
Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024			3
Unaudited Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024			4
Unaudited Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2025 and 2024			5
Notes to the Unaudited Consolidated Financial Statements			7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation			28
Item 3. Quantitative and Qualitative Disclosures About Market Risk			38
Item 4. Controls and Procedures			39
PART II. OTHER INFORMATION
Item1. Legal Proceedings			41
Item 1A. Risk Factors			41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			41
Item 3. Defaults Upon Senior Securities			42
Item 4. Mine Safety Disclosures			42
Item 5. Other Information			42
Item 6. Exhibits			43
Signatures			46

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Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

IZEA Worldwide, Inc.

Unaudited Consolidated Balance Sheets

			September 30, 2025						December 31, 2024
Assets
Current assets:
Cash and cash equivalents			$	51,390,884					$	44,644,468
Accounts receivable, net			3,389,511						7,781,824
Prepaid expenses			754,473						1,079,045
Short term investments			—						6,427,488
Other current assets			9,701						97,215
Total current assets			55,544,569						60,030,040
Property and equipment, net of accumulated depreciation			37,414						103,574
Software development costs, net of accumulated depreciation			2,292,497						2,086,660
Total assets			$	57,874,480					$	62,220,274
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable			$	1,350,287					$	1,511,747
Accrued expenses			2,518,669						3,734,123
Contract liabilities			4,129,798						8,188,651
Total current liabilities			7,998,754						13,434,521
Finance obligation, less current portion			—						4,034
Total liabilities			$	7,998,754					$	13,438,555
Commitments and Contingencies (Note 9)
Stockholders’ equity:
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding			—						—
Common stock; $0.0001 par value; 50,000,000 shares authorized; shares issued: 17,929,603 and 17,518,018, respectively, shares outstanding: 17,040,480 and 16,931,169, respectively.			1,793						1,752
Treasury stock at cost: 889,123 and 586,849 shares at September 30, 2025 and December 31, 2024, respectively			(2,344,698)						(1,622,065)
Additional paid-in capital			155,355,938						154,593,800
Accumulated deficit			(103,087,042)						(104,297,055)
Accumulated other comprehensive income (loss)			(50,265)						105,287
Total stockholders’ equity			49,875,726						48,781,719
Total liabilities and stockholders’ equity			$	57,874,480					$	62,220,274

See accompanying notes to the consolidated financial statements.

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IZEA Worldwide, Inc.

Unaudited Consolidated Statements of Operations

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Revenue						$	8,072,380					$	8,831,794					$	25,173,975					$	24,878,493
Costs and expenses:
Cost of revenue						4,152,375						5,210,104						12,940,561						14,355,679
Sales and marketing						1,095,363						2,879,320						3,179,162						9,142,590
General and administrative						3,004,321						5,840,027						8,842,379						12,995,910
Depreciation and amortization						150,740						239,849						460,334						669,783
Impairment of goodwill						—						4,016,722						—						4,016,722
Total costs and expenses						8,402,799						18,186,022						25,422,436						41,180,684
Income (loss) from operations						(330,419)						(9,354,228)						(248,461)						(16,302,191)
Other income (expense):
Change in the fair value of digital assets						—						(51,702)						—						28,414
Interest expense						(1,654)						(1,654)						(5,092)						(5,654)
Other income (expense), net						479,818						605,644						1,463,566						1,909,735
Total other income (expense), net						478,164						552,288						1,458,474						1,932,495
Net income (loss) before income taxes						147,745						(8,801,940)						1,210,013						(14,369,696)
Tax benefit						—						33,621						—						140,699
Net income (loss)						$	147,745					$	(8,768,319)					$	1,210,013					$	(14,228,997)
Weighted average common shares outstanding – basic						17,074,681						16,956,497						17,142,358						17,024,645
Basic income (loss) per common share						$	0.01					$	(0.52)					$	0.07					$	(0.84)
Weighted average common shares outstanding - diluted						18,377,063						16,956,497						18,150,970						17,024,645
Diluted income (loss) per common share						$	0.01					$	(0.52)					$	0.07					$	(0.84)

See accompanying notes to the consolidated financial statements.

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IZEA Worldwide, Inc.

Unaudited Consolidated Statements of Comprehensive Income (Loss)

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Net income (loss)						$	147,745					$	(8,768,319)					$	1,210,013					$	(14,228,997)
Other comprehensive income (loss)
Unrealized gain (loss) on securities held						—						84,855						(12,209)						235,662
Unrealized gain (loss) on currency translation						1,048						(94,195)						(143,343)						(106,497)
Total other comprehensive income (loss)						1,048						(9,340)						(155,552)						129,165
Total comprehensive income (loss)						$	148,793					$	(8,777,659)					$	1,054,461					$	(14,099,832)

See accompanying notes to the consolidated financial statements.

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IZEA Worldwide, Inc.

Unaudited Consolidated Statements of Stockholders’ Equity

Three Months Ended September 30, 2025 and 2024

						Common Stock												Additional Paid-In Capital						Treasury Stock						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Total Stockholders’ Equity
						Shares						Amount
Balance, June 30, 2024						16,770,418						1,677						$	152,809,711					$	(1,019,997)					$	(90,905,472)					$	(112,086)					$	60,773,833
Stock purchase plan & option exercise issuances						5,727						1						6,767						—						—						—						6,768
Stock issued for payment of services						28,748						3						79,054						—						—						—						79,057
Stock-based compensation						650,015						65						1,579,171						—						—						—						1,579,236
Shares withheld to cover statutory taxes						(144,802)						(15)						(314,759)						—						—						—						(314,774)
Treasury stock						—						—						—						(57,571)						—						—						(57,571)
Foreign currency translation adjustment						—						—						—						—						—						(94,195)						(94,195)
Unrealized gain (loss) on securities held						—						—						—						—						—						84,855						84,855
Net income (loss)						—						—						—						—						(8,768,319)						—						(8,768,319)
Balance, September 30, 2024						17,310,106						1,731						$	154,159,944					$	(1,077,568)					$	(99,673,791)					$	(121,426)					$	53,288,890

						Common Stock												Additional Paid-In Capital						Treasury Stock						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Total Stockholders’ Equity
						Shares						Amount
Balance, June 30, 2025						17,803,029						1,780						$	155,009,102					$	(2,344,698)					$	(103,234,787)					$	(51,313)					$	49,380,084
Stock purchase plan & option exercise issuances						125						—						260						—						—						—						260
Stock issued for payment of services						24,192						2						89,993						—						—						—						89,995
Stock-based compensation						144,785						15						445,628						—						—						—						445,643
Shares withheld to cover statutory taxes						(42,528)						(4)						(189,045)						—						—						—						(189,049)
Stock issuance costs						—						—						—						—						—						—						—
Treasury stock						—						—						—						—						—						—						—
Foreign currency translation adjustment						—						—						—						—						—						1,048						1,048
Unrealized gain (loss) on securities held						—						—						—						—						—						—						—
Net income (loss)						—						—						—						—						147,745						—						147,745
Balance, September 30, 2025						17,929,603						1,793						$	155,355,938					$	(2,344,698)					$	(103,087,042)					$	(50,265)					$	49,875,726

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See accompanying notes to the consolidated financial statements.

IZEA Worldwide, Inc.

Unaudited Consolidated Statements of Stockholders’ Equity

Nine Months Ended September 30, 2025 and 2024

						Common Stock												Additional Paid-In Capital						Treasury Stock						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Total Stockholders’ Equity
						Shares						Amount
Balance, December 31, 2023						16,602,155						1,660						$	152,027,110					$	(1,019,997)					$	(85,444,794)					$	(250,591)					$	65,313,388
Stock purchase plan & option exercise issuances						9,087						1						12,674						—						—						—						12,675
Stock issued for payment of services						93,133						9						229,054						—						—						—						229,063
Stock-based compensation						801,602						80						2,328,276						—						—						—						2,328,356
Shares withheld to cover statutory taxes						(195,871)						(19)						(437,170)						—						—						—						(437,189)
Treasury stock												—						—						(57,571)						—						—						(57,571)
Foreign currency translation adjustment						—						—						—						—						—						(106,497)						(106,497)
Unrealized gain (loss) on securities held						—						—						—						—						—						235,662						235,662
Net income (loss)						—						—						—						—						(14,228,997)						—						(14,228,997)
Balance, September 30, 2024						17,310,106						1,731						$	154,159,944					$	(1,077,568)					$	(99,673,791)					$	(121,426)					$	53,288,890

						Common Stock												Additional Paid-In Capital						Treasury Stock						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Total Stockholders’ Equity
						Shares						Amount
Balance, December 31, 2024						17,518,018						1,752						$	154,593,800					$	(1,622,065)					$	(104,297,055)					$	105,287					$	48,781,719
Stock purchase plan & option exercise issuances						10,927						1						23,673						—						—						—						23,674
Stock issued for payment of services						102,342						10						269,981						—						—						—						269,991
Stock-based compensation						437,751						44						1,086,445						—						—						—						1,086,489
Shares withheld to cover statutory taxes						(139,435)						(14)						(483,944)						—						—						—						(483,958)
Stock issuance costs						—						—						(134,017)						—						—						—						(134,017)
Treasury stock						—						—						—						(722,633)						—						—						(722,633)
Foreign currency translation adjustment						—						—						—						—						—						(143,343)						(143,343)
Unrealized gain (loss) on securities held						—						—						—						—						—						(12,209)						(12,209)
Net income (loss)						—						—						—						—						1,210,013						—						1,210,013
Balance, September 30, 2025						17,929,603						1,793						$	155,355,938					$	(2,344,698)					$	(103,087,042)					$	(50,265)					$	49,875,726

See accompanying notes to the consolidated financial statements.

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IZEA Worldwide, Inc.

Unaudited Consolidated Statements of Cash Flows

			Nine Months Ended September 30,
			2025						2024
Cash flows from operating activities:
Net income (loss)			$	1,210,013					$	(14,228,997)
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Adjustment to fair market value of digital assets			—						(28,414)
Depreciation			66,160						80,079
Amortization			394,174						589,704
Impairment of goodwill			—						4,016,722
Deferred tax benefit			—						(140,699)
Stock-based compensation			1,086,489						2,328,356
Value of stock issued or to be issued for payment of services			269,991						229,063
Change in fair value of acquisition costs payable			—						(6,000)
Changes in operating assets and liabilities:
Accounts receivable			4,392,313						(1,315,142)
Prepaid expenses and other current assets			412,086						(927,695)
Accounts payable			(161,460)						(243,355)
Accrued expenses			(1,174,948)						760,434
Contract liabilities			(4,058,853)						228,356
Net cash provided by (used in) operating activities			2,435,965						(8,657,588)
Cash flows from investing activities:
Acquisitions, net of cash acquired			—						(203,403)
Proceeds from investment maturities			6,427,488						18,393,134
Proceeds from the sale of digital assets			—						191,318
Capitalization of software development costs			(600,011)						(690,901)
Net cash provided by investing activities			5,827,477						17,690,148
Cash flows from financing activities:
Payments on Finance Obligation			(44,540)						(56,558)
Proceeds from exercise of stock options & ESPP issuances			23,674						12,675
Purchase of treasury stock			(722,633)						(57,571)
Tender offer costs			(134,017)						—
Payments on shares withheld for statutory taxes			(483,958)						(437,189)
Net cash used in financing activities			(1,361,474)						(538,643)
Effect of exchange rate changes on cash			(155,552)						17,455
Net increase in cash and cash equivalents			6,746,416						8,511,372
Cash and cash equivalents, beginning of period			44,644,468						37,446,728
Cash and cash equivalents, end of period			$	51,390,884					$	45,958,100
Supplemental cash flow information:
Interest paid			$	5,092					$	5,654
Supplemental non-cash activities:
Fair Value of common stock issued for services			$	269,991					$	229,063

See accompanying notes to the consolidated financial statements.

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Table of Contents                 IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

NOTE 1.    COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Corporate Information and Nature of Business

IZEA Worldwide, Inc. (together with its wholly-owned subsidiaries, “IZEA” or the “Company”) is a Nevada corporation founded in February 2006 under the name PayPerPost, Inc. and became a public company in May 2011. In March 2016, the Company formed IZEA Canada, Inc., a wholly-owned subsidiary incorporated in Ontario, Canada. In December 2023, IZEA purchased all of Hoozu Holdings' outstanding shares of capital stock, which it subsequently divested in December 2024.

The Company helps power the creator economy by enabling individuals to monetize their content, creativity, and influence through global brands and marketers. IZEA compensates these creators for producing unique content, such as long and short-form text, videos, photos, status updates, and illustrations for marketers or distributing such content on behalf of marketers through their websites, blogs, and social media channels.

The Company delivers value through its Managed Services, which include custom content workflow management, creator search and targeting, bidding, analytics, and payment processing. Most marketers engage the Company to execute these services on their behalf. While the Company previously offered self-service access to its technology platform for influencer and content marketing, its current focus is on providing full-service solutions tailored to client needs.

Basis of Presentation

The accompanying consolidated balance sheet as of September 30, 2025, the consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024, the consolidated statements of comprehensive loss for the three and nine months ended September 30, 2025 and 2024, the consolidated statements of stockholders' equity for the three and nine months ended September 30, 2025 and 2024, and the consolidated statements of cash flows for the nine months September 30, 2025 and 2024 are unaudited but include all adjustments that are, in the opinion of management, necessary for a fair presentation of its financial position at such dates and its results of operations and cash flows for the periods then ended in conformity with generally accepted accounting principles in the United States ("GAAP"). The consolidated balance sheet as of December 31, 2024 has been derived from the audited consolidated financial statements at that date but, in accordance with the rules and regulations of the SEC, does not include all of the information and notes required by GAAP for complete financial statements. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of results that may be expected for the entire fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2024, included in the Company's Annual Report on Form 10-K filed with the SEC on March 27, 2025.

Principles of Consolidation

The consolidated financial statements include the accounts of IZEA Worldwide, Inc. and its wholly-owned subsidiaries subsequent to the subsidiaries’ acquisition, merger, or formation dates, as applicable. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less from the date of purchase to be cash equivalents. Deposits made to Company bank accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to a maximum amount of $250,000. The Canada Deposit Insurance Corporation (“CDIC”) insures deposits made to the Company’s bank accounts in Canada up to CAD 100,000. Deposit balances exceeding the various limits were approximately $50.8 million and $44.2 million as of September 30, 2025 and December 31, 2024, respectively.

Investment in Debt Securities

Our investments in debt securities are carried at either amortized cost or fair value. The cost basis is determined by the specific identification method. Investments in debt securities that the Company has the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity. Investments in debt securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale. Realized and unrealized gains and losses on trading debt securities as well as realized gains and losses on available-for-sale debt securities are included in net

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Notes to the Consolidated Financial Statements

income. Unrealized gains and losses, net of tax, on available-for-sale debt securities are included in our consolidated balance sheet as a component of accumulated other comprehensive income (loss). All debt securities matured as of June 30, 2025.

Accounts Receivable and Concentration of Credit Risk

The Company’s accounts receivable balance includes trade receivables, contract assets, and an allowance for doubtful accounts. Trade receivables represent customer obligations arising from standard credit terms, which contract assets reflect revenue earned but not yet invoiced. As of September 30, 2025, the Company reported net trade receivables of $3.4 million, comprised entirely of accounts receivable, with no contract assets. As of December 31, 2024, the Company had net trade receivables of $7.8 million, including $7.6 million of accounts receivable and $0.2 million in contract assets.

Management determines the collectability of accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. We will continue to monitor these factors and adjust our credit and collection policies as necessary to address evolving market conditions and potential risks to financial performance. An account is deemed delinquent when the customer has not paid an amount due by its associated due date. If a portion of the account balance is deemed uncollectible, the Company will either write off the amount owed or provide a reserve based on its best estimate of the uncollectible portion of the account. We assess collectability risk both generally and by specific aged invoices. Our loss history informs a general reserve percentage, which we apply to all invoices less than 90 days from the invoice due date, currently 1% of the outstanding balance. The general reserve, which we update periodically, recognizes that some invoices will likely become a collection risk. When an invoice ages 90 days past its due date, we consider each invoice to determine a reserve for collectability based on our prior history and recent communications with the customer, to determine a reserve amount. Generally, our reserve for such aged invoices will approach 100% of the invoice amount.

The Company had a reserve for doubtful accounts as of September 30, 2025 and December 31, 2024 of $0.2 million. Management believes this estimate is reasonable, but there can be no assurance that the estimate will not change due to economic or business conditions within the industry, the individual customers, or the Company. Any adjustments to this account are reflected in the consolidated statements of operations as a general and administrative expense. The Company did not recognize any bad debt expense in the three and nine months ended September 30, 2025 and September 30, 2024.

     Concentrations of credit risk with respect to accounts receivable have been typically limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. The Company controls credit risk through credit approvals, credit limits, and monitoring procedures. The Company performs credit evaluations of its customers but generally does not require collateral to support accounts receivable. The Company had 3 customers that accounted for 10.9%, 18.3%, and 18.8% of total accounts receivable on September 30, 2025 and 2 customers that accounted for 14.2% and 23.5% of total accounts receivable on December 31, 2024. The Company had 3 customers that accounted for 10.3%, 11.6% and 16.2% of its revenue during the nine months September 30, 2025, and 2 customers that accounted for 10.3% and 15.2% of its revenue during the nine months ended September 30, 2024.

Property and Equipment

Property and equipment are recorded at cost, or if acquired in a business combination, at the acquisition date fair value. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:

Computer Equipment			3 years
Office Equipment			3 - 10 years
Furniture and Fixtures			5 - 10 years

The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in general and administrative expense in the consolidated statements of operations.

Goodwill

Goodwill represents the excess of the consideration transferred for an acquired business over the fair value of the underlying identifiable net assets. The Company had goodwill in connection with its acquisitions of Ebyline, ZenContent, TapInfluence, and Hoozu, which was tested annually for impairment as of October 1, or more frequently if certain indicators are present. In September 2024, the Company identified a triggering event related to the changes in executive management and Board level changes, including the Cooperation Agreement, and performed an interim assessment of Goodwill, as described in “Note 5 – Intangible Assets.”

Intangible Assets

In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60), which requires certain crypto assets to be measured at fair value each reporting period, with changes recognized in net

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Notes to the Consolidated Financial Statements

income. It also introduces new disclosure requirements, including asset name, fair value, units held, cost basis, and annual reconciliations. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted the guidance early and sold all digital assets in September 2024. As of September 30, 2025, no digital assets were held, and no impairments were recognized for the three and nine months ended September 30, 2025 or 2024.

The Company reviews long-lived assets, including capitalized software and intangible assets, for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Impairments are recognized when the asset’s fair value is less than its carrying amount. In connection with the Company’s 2024 reorganization and divestitures, all acquired intangible assets were written off. See “Note 5 – Intangible Assets” for additional details.

Software Development Costs

In accordance with Accounting Standards Codification (“ASC”) 350-40, Internal Use Software, the Company capitalizes certain internal-use software development costs associated with creating and enhancing internally developed software related to its platforms. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the research and planning stage and in the post-implementation stage of software development, or other maintenance and development expenses that do not meet the qualification for capitalization, are expensed as incurred. Costs incurred in the application and development stage, including significant enhancements and upgrades, are capitalized. These costs include personnel and related employee benefits expenses for employees or consultants directly associated with and who devote time to software projects and external direct costs of materials obtained in developing the software. The Company also capitalizes costs related to cloud computing arrangements (“CCAs”). These software developments and CCA costs are amortized on a straight-line basis over the estimated useful life of five years upon the initial release of the software or additional features. The Company reviews the software development costs for impairment when circumstances indicate their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. In December 2024, the Company reviewed its software assets, wrote off fully amortized balances no longer active, and accelerated the amortization of certain software assets no longer in use, with further details provided in "Note 6 - Software Development Costs.”

Leases

Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), established a right-of-use model that requires a lessee to record a right-of-use asset and a right-of-use liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company does not record leases on the balance sheet with a lease term of 12 months or less at the commencement date.

Revenue Recognition

The Company generates revenue primarily from Managed Services when a marketer (typically a brand, agency, or partner) pays us to provide custom content, influencer marketing, amplification, or other campaign management services (“Managed Services”). The Company also licenses some of its platforms and earns license revenue and fees for those services.

The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized based on a five-step model as follows: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) performance obligations are satisfied. The core principle of ASC 606 is that revenue is recognized when the transfer of promised goods or services to customers is made in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised under each contract and identifies those that constitute distinct performance obligations.

The Company also determines whether it acts as an agent or a principal for each identified performance obligation. The determination of whether the Company acts as a principal or an agent is highly subjective and requires the Company to evaluate several indicators individually and collectively to make its determination. For transactions in which the Company acts as a principal, revenue is reported on a gross basis as the amount paid by the marketer for the purchase of content, sponsorship, promotion, and other related services, and records amounts it pays to third-party creators as a cost of revenue. While the Company generally acts as a principal in its Managed Services arrangements, certain contracts are structured such that the Company acts as an agent and therefore reports the related revenue on a net basis. Revenue from self-service marketing transactions conducted through the Company’s platforms is also reported on a net basis, reflecting the amounts retained by the Company after payments to third-party creators.

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Notes to the Consolidated Financial Statements

The Company maintains separate arrangements with each marketer and content creator either in the form of a master agreement or terms of service, which specify the terms of the relationship and access to its platforms, or by a statement of work, which specifies the price and the services to be performed, along with other terms. The transaction price is determined based on the fixed fee stated in the statement of work and does not include variable consideration. Marketers who contract with the Company to manage their advertising campaigns or custom content requests may prepay for services or request credit terms. Payment terms are typically 30 days from the invoice date. The agreement typically provides for a non-refundable deposit which serves as a cancellation fee if the customer terminates the agreement before the services are completed, or which is applied to the total amount due if services are completed as agreed. Billings in advance of completed services are recorded as a contract liability until earned. The Company assesses collectability based on several factors, including the customer’s creditworthiness and payment and transaction history.

The Company does not typically engage in contracts that exceed one year. Therefore, the Company does not capitalize costs to obtain its customer contracts, as these amounts would generally be recognized over a period of less than one year and are not material.

Fees for subscription or licensing services are recognized on a straight-line basis over the term of the service. Other Fees Revenue is generated when fees are charged to the Company’s platform users, primarily related to monthly plan fees, which are recognized within the month to which they relate. For arrangements where the Company acts as an agent, fees are recognized on a net basis. The Company is currently evaluating its capital allocation strategies, including its commitment to its platforms and third-party licensing, which presently generate de minimis revenue.

Managed Services Revenue

For Managed Services Revenue, the Company enters into an agreement to provide services that may include multiple distinct performance obligations in the form of (i) an integrated marketing campaign to provide influencer marketing services, which may include the provision of blogs, tweets, photos, or videos shared through social network offerings and content promotion, such as click-through advertisements appearing in websites and social media channels, and (ii) custom content items, such as a research or news articles, informational material or videos. Marketers typically purchase influencer marketing services to provide public awareness or advertising buzz regarding the marketer’s brand and purchase custom content for internal and external use.

The Company views its obligation to deliver influencer marketing services, including campaign management, as a single performance obligation that is satisfied over time as the customer receives the benefits from the services. The majority of revenue is recognized using an input method, where costs incurred are compared to total expected costs to measure the progress toward satisfying the overall performance obligation of the marketing campaign.

In certain contracts, the Company’s performance obligation represents a stand-ready promise to provide influencer marketing services for an unknown or unspecified quantity of deliverables over a specified term. For such arrangements, the Company’s performance obligation is satisfied over time throughout the contract term, and revenue is recognized on a straight-line basis.

When the Company acts as a principal, revenue is reported on a gross basis as the amount billed to the customer. When the Company acts as an agent, revenue is reported on a net basis, reflecting only the amount retained as the Company’s fee. In both cases, the timing of revenue recognition is determined based on the transfer of control of services, which may occur over time using an input method or on a straight-line basis for stand-ready obligations. Delivery of custom content represents a distinct performance obligation that is satisfied at a point in time when each piece of content is delivered to the customer.

The Company may provide one type or a combination of all types of these influencer marketing services on a statement of work for a lump sum fee. When multiple performance obligations exist in a contract, the Company allocates revenue to each distinct performance obligation at contract inception based on its relative standalone selling price. These performance obligations are to be provided over a period that generally ranges from one day to one year.

Advertising Costs

Advertising costs are charged to expense as they are incurred, including payments to content creators to promote the Company. For the three and nine months ended September 30, 2025, advertising spend was de minimis. In comparison, advertising expenses totaled approximately $0.6 million and $2.1 million for the three and nine months ended September 30, 2024, respectively. Advertising costs are reflected within sales and marketing expenses in the accompanying consolidated statements of operations.

Income Taxes

Deferred income taxes are accounted for using the balance sheet approach, which requires recognizing deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the assets and liabilities tax basis. A valuation allowance is provided when it is more likely than not that a deferred tax asset will

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Notes to the Consolidated Financial Statements

not be realized. The Company incurs state franchise tax in ten states, which is included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

     The Company identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits, and a corresponding liability is established on the balance sheet. The Company has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company’s tax years subject to examination based on the statute of limitations by the IRS is generally three years; however, the IRS may examine records and other evidence from the year the net operating loss was generated when the Company utilizes net operating loss carryforwards in future periods. The Company’s tax years subject to examination by the Canadian Revenue Agency is generally four years.

Fair Value of Financial Instruments

The Company’s financial instruments are recorded at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. There are three levels of inputs that may be used to measure fair value:

•Level 1 – Valuation based on quoted market prices in active markets for identical assets and liabilities.

•Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

•Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. As of September 30, 2025, the Company holds only cash and cash equivalents and no longer holds any marketable securities. Additional information is provided in “Note 3 – Financial Instruments of the Notes to the Consolidated Financial Statements.”

Stock-Based Compensation

Stock-based compensation for options granted under the 2011 Equity Incentive Plan and the 2023 Inducement Plan is measured at grant-date fair value and expensed on a straight-line basis over the requisite service period. Fair value is estimated using the Black-Scholes model. The Company applies the simplified method to estimate the expected term, assuming even exercise between vesting and expiration, and uses the grant-date closing stock price as the fair value of common stock. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future.

The Company estimates forfeitures when recognizing compensation expense, and this estimate of forfeitures is adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change, and a revised amount of unamortized compensation expense to be recognized in future periods.

The Company may issue restricted stock or restricted stock units (“RSUs”) that vest over time, including up to 1,800,000 performance- or time-based RSUs that may be granted under the IZEA Inducement Plan adopted on November 30, 2023. The plan was established to provide equity awards to new employees hired through acquisitions transactions. These awards are recorded at fair value on the grant date and expensed on a straight-line basis over the vesting period. See “Note 10 - Stockholder’s Equity” for more details.

Business Combinations and Asset Acquisitions

The Company accounts for business combinations in accordance with Accounting Standards Codification (ASC) Topic 805, “Business Combinations.” The acquisition method of accounting is applied to all business combinations, whereby the identifiable assets acquired, liabilities assumed, and any non-controlling interests in the acquiree are recognized and measured at their fair values as of the acquisition date. Goodwill represents the excess of the purchase price over the fair value of net identifiable assets acquired and liabilities assumed in a business combination. Goodwill is allocated to reporting units, which are expected to benefit from the synergies of the combination and is subject to annual impairment testing. Acquisition-related costs, including advisory, legal, and due diligence fees, are expensed as incurred and are included in general and administrative expenses in the period in which the acquisition occurs. The financial statements include the results of operations and the financial position of businesses acquired from their respective acquisition dates. Any adjustments to the preliminary fair

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Notes to the Consolidated Financial Statements

values of assets acquired and liabilities assumed, known as measurement period adjustments, are recorded during the period of the adjustment.

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Segment Reporting: Improvements to Reportable Segment Disclosures: In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improving Reportable Segment Disclosures. This update is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU also requires all annual disclosures currently required by Topic 280 to be included in the interim periods. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within the fiscal years beginning after December 15, 2024, with early adoption permitted and requiring retrospective application to all prior periods presented in the financial statements. The adoption did not have a material impact on the consolidated financial statements.

Income Taxes: Improvements to Income Tax Disclosures: In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires enhanced disclosures of income tax components affecting the rate reconciliation and income taxes paid, disaggregated by applicable taxing jurisdictions. The Company adopted this ASU effective January 1, 2025. The adoption did not have a material impact on the consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

Disaggregation of Income Expenses: In November 2024, the FASB issued ASU No. 2024-03 (Subtopic 220-40) Disaggregation of Income Expenses, which requires entities to provide enhanced disclosures related to certain disclosures related to certain expense categories included in the income statement. The update is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently assessing the timing and impact of adopting the updated provisions.

Intangibles - Goodwill and Other - Internal-Use Software: In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which eliminates the previous stage-based model for software development and introduces a principles-based framework for determining when capitalization of internal-use software costs is appropriate. The update also incorporates guidance on assessing significant development uncertainty and relocates the website development guidance from Subtopic 350-50 into Subtopic 350-40. The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company is currently assessing the timing and impact of adopting the updated provisions.

NOTE 2.    BUSINESS ACQUISITIONS AND DIVESTITURES

Divestiture of Hoozu Holdings PTY Ltd.

On December 18, 2024, the Company completed the divestiture of Hoozu Holdings PTY Ltd. (“Hoozu”) through its sale to a private Australian company, as part of a strategy to optimize its market focus and enhance the profitability of its North American operations. The acquisition of Hoozu was completed on December 1, 2023, for $2.5 million in cash, common stock, and contingent consideration.

The sale of Hoozu resulted in cash proceeds of $73,529, net of approximately $28,000 in transaction costs, and resulted in a net loss of $1.9 million, net of a $0.3 million deferred tax benefit, which, together with the year-to-date results of operations through the sale date, is reflected in the Company’s financial statements for the period ended December 31, 2024.

Acquisition of 26 Talent

On July 1, 2024, the Company, through its subsidiary Hoozu, completed the acquisition of 26 Talent in connection with the Company’s strategic expansion efforts in the Asia-Pacific (APAC) region. 26 Talent was subsumed by Hoozu’s Huume talent management division following the acquisition, making it part of the December 18, 2024 sale of Hoozu. Consideration for the acquisition consisted of cash of $0.2 million and contingent consideration totaling up to $0.1 million, none of which contingent consideration was paid prior to subsequent sale of 26 Talent (see Note 9 - Commitments and Contingencies). The contingent payments are based on meeting minimum Revenue thresholds for each measurement period. The contingent payments are hit-or-miss. The Company accounted for the acquisition in accordance with ASC 805, which requires the assets acquired and liabilities to be assumed to be recognized on the balance sheet at their fair market value as of the acquisition date.

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Notes to the Consolidated Financial Statements

Other

On July 24, 2024, the Company entered into an acquisition agreement with The Reiman Agency (“TRA”) and subsequently terminated this agreement, effective September 30, 2024. All consideration paid to TRA upon closing was returned and a termination fee was paid to the Company, and the inducement grant issued in connection with Mr. Reiman’s employment was forfeited. The operating results of TRA, which are immaterial, are included in the Company’s operating results for the September 30, 2024 quarter.

NOTE 3.    FINANCIAL INSTRUMENTS

Cash, Cash Equivalents, and Marketable Securities (Available for Sale)

The Company utilizes a leading national bank for the custody of its investment securities, in accordance with its updated investment policy focused on capital preservation, risk mitigation, and return optimization.

As of September 30, 2025, the Company held $51.4 million in cash and cash equivalents, all classified as Level 1 financial instruments.

Cash equivalents and marketable securities are recorded on the balance sheet at fair value. The adjusted cost basis, which includes unrealized gains and losses, approximates settlement value when held to maturity. No gains or losses were recognized during the three months ended September 30, 2025. The Company recognized a gain of $1,802 during the three months ended September 30, 2024. The Company recognized a gain of $23,799 and a loss of $3,257 for nine months ended September 30, 2025 and 2024, respectively.

Realized gains and losses are a component of other income (expense), net. Unrealized gains and losses are a component of other comprehensive income (loss) (“OCI”).

The following table summarizes the estimated fair value of investments in marketable debt securities by stated contractual maturity dates:

			September 30, 2025			December 31, 2024
Due in 1 year or less			$	—		$	6,427,488
Total			$	—		$	6,427,488

The following table presents fair values and net unrealized gains (losses) recorded to OCI, aggregated by investment category:

			September 30, 2025						December 31, 2024
			Fair Value			Net Unrealized Gain (Loss)			Fair Value			Net Unrealized Gain (Loss)
Cash and cash equivalents			$	51,390,884		$	—		$	44,644,468		$	—
Government bonds			—			—			998,070			(5,103)
Corporate debt securities			—			—			4,430,539			(5,180)
Asset backed securities			—			—			998,879			22,492
Total			$	51,390,884		$	—		$	51,071,956		$	12,209

During the three and nine months September 30, 2025, the Company did not recognize any credit losses and had no ending allowance balance for credit losses.

NOTE 4.     PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

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Notes to the Consolidated Financial Statements

			September 30, 2025						December 31, 2024
Furniture and fixtures			$	29,848					$	29,848
Office equipment			8,506						8,506
Computer equipment			277,918						277,918
Total			316,272						316,272
Less accumulated depreciation			(278,858)						(212,698)
Property and equipment, net			$	37,414					$	103,574

Depreciation expense on property and equipment recorded in depreciation and amortization expense in the consolidated statements of operations and comprehensive loss was $21,476 and $26,821 for the three months ended September 30, 2025 and 2024, respectively, and was $66,160 and $80,079 for the nine months ended September 30, 2025 and 2024, respectively.

NOTE 5.     INTANGIBLE ASSETS

Definite Lived Intangible Assets

The Company had no definite-lived intangible assets as of September 30, 2025 and December 31, 2024.

The Company did not have any amortization expense recorded in depreciation and amortization in the accompanying consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025.

Amortization expense recorded in depreciation and amortization in the accompanying consolidated statements of operations and comprehensive loss was $79,738 and $203,728 for the three and nine months ended September 30, 2024, respectively. These amounts primarily related to the amortization of trade names and customer lists acquired in connection with the Hoozu and Zuberance acquisitions, both of which were sold or discontinued in 2024.

Digital Assets

In September 2024, the Company sold all of its digital assets for total proceeds of $190,170, net of de minimis fees.

As of September 30, 2024, the Company no longer held any Bitcoin or Ethereum, as all digital assets were sold during the period. The Company recorded a loss of $51,703 and a gain of $28,412 for the three and nine months ended September 30, 2024, respectively.

The Company determines the fair value of its digital assets on a recurring basis in accordance with ASU 2023-8, Accounting for and Disclosure of Crypto Assets, based on quoted prices on the active exchange(s) that have been determined to be the principal market for such assets (Level 1 inputs). The Company performs an analysis monthly to identify whether the fair market value of the digital assets has changed. If the then-current carrying value of a digital asset is different from the fair value so determined, an adjustment in the amount equal to the difference between their carrying value and the price determined is recognized.

Gains and losses on digital assets are recognized within other income in the consolidated statements of operations and comprehensive loss in the period in which the change to fair market value is identified. In determining the gain to be recognized upon sale, the Company calculates the difference between the sales price and the carrying value of the digital assets sold immediately prior to the sale.

The Company did not hold any digital assets on its balance sheet as of September 30, 2025 or December 31, 2024.

Goodwill

The Company performs an annual impairment assessment of goodwill, if any, on October 1 each year or more frequently, if certain indicators are present. In September 2024, the Company identified a triggering event related to changes in executive management and Board-level changes, including the Cooperation Agreement. The Company performed an interim assessment of goodwill using the income approach of the discounted cash flow method and the market approach of the guideline transaction method, determining that the carrying value of the Company’s IZEA reporting segment as of September 30, 2024, exceeded the fair value. As a result of the valuation, the Company recorded a $4.0 million impairment of goodwill in the three and nine months ended September 30, 2024. The Company also performed a qualitative assessment of the carrying value of its Hoozu reporting unit, which did not indicate impairment as of September 30, 2024.

The Company had no goodwill balance as of September 30, 2025 and December 31, 2024.

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NOTE 6.     SOFTWARE DEVELOPMENT COSTS

Software development costs consist of the following:

			September 30, 2025						December 31, 2024
Software development costs			$	3,481,538					$	2,896,099
Less accumulated amortization			(1,189,041)						(809,439)
Software development costs, net			$	2,292,497					$	2,086,660

The Company capitalized software development costs of $239,521 and $253,749 during the three months ended September 30, 2025 and 2024, respectively, and $600,011 and $690,901 for the nine months ended September 30, 2025 and 2024 respectively. As of September 30, 2025, the Company has capitalized $3.5 million in direct materials, consulting, payroll, and benefit costs to its internal-use software development costs in the consolidated balance sheet.

The Company amortizes its software development costs, commencing upon the initial release of the software or additional features, on a straight-line basis over the estimated useful life of five years, commencing upon the initial release of the software or additional features. This approach is consistent with the amount of time its legacy platforms were in service or their actual useful life, if shorter. The Company recorded amortization expenses associated with its capitalized software development cost of $129,264 and $133,290 during the three months ended September 30, 2025 and 2024, respectively, and $394,174 and $385,976 during the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, future estimated amortization expense related to software development costs is set forth in the following schedule:

			Software Development Amortization Expense
2025			$	129,374
2026			688,752
2027			657,473
2028			391,233
2029			247,364
2030			178,301
Total			$	2,292,497

NOTE 7.     ACCRUED EXPENSES

Accrued expenses consist of the following:

			September 30, 2025						December 31, 2024
Accrued payroll liabilities			$	2,314,869					$	2,189,531
Accrued taxes			9,465						47,046
Current portion of finance obligation			18,880						59,386
Accrued other (1)			175,455						1,438,160
Total accrued expenses			$	2,518,669					$	3,734,123

(1)During the quarter ended September 30, 2024, the Company announced the departure of two executives. In accordance with their Separation Agreements and the payments they were entitled to receive, a severance amount of $0.9 million was accrued and to be paid over a twelve-month period. In December 2024, in conjunction with a targeted workforce reduction, the Company accrued $0.3 million in severance costs that was paid in January 2025. As of September 30, 2025, no severance accrual remains outstanding, as the liability has been fully settled.

NOTE 8.    NOTES PAYABLE

Finance Obligation

The Company pays for its laptop computer equipment through long-term payment plans, using an imputed interest rate of 12.9%, based on its incremental borrowing rate, to determine the present value of its financial obligation and to record interest expense over the term of the plan. The Company refreshed a portion of its computer inventory during the fourth quarter of 2022, entering a new three-year payment plan with the same vendor. The total balance owed was $18,880 and $63,420 as of

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September 30, 2025 and December 31, 2024, respectively, with the short-term portion of $18,880 and $59,386 recorded under accrued expenses in the consolidated balance sheets as of September 30, 2025, and December 31, 2024, respectively.

Summary

Interest expense on financing arrangements recorded in the Company’s consolidated statements of operations was $1,654 and $1,654 for the three months ended September 30, 2025. and 2024, respectively, and $5,092 and $5,654 during the nine months ended September 30, 2025 and 2024, respectively. The total balance owed will be paid in full in 2025.

NOTE 9.    COMMITMENTS AND CONTINGENCIES

Deferred Purchase Price

As part of the acquisitions of Hoozu Holdings Pty Ltd. (“Hoozu”) (December 2023) and 26 Talent (July 2024), the Company recorded contingent consideration liabilities associated with potential earn-out payments based on future revenue and adjusted earnings performance. On December 18, 2024, the Company completed the divestiture of Hoozu Holdings Pty Ltd (“Hoozu”), which included the sale of 26 Talent that had been integrated into Hoozu’s Huume talent-management division following its acquisition. Upon completion of the divestiture, all contingent consideration obligations related to these acquisitions were settled or released. Accordingly, no contingent liabilities or commitments related to Hoozu or 26 Talent remained outstanding as of September 30, 2025.

Lease Commitments

The Company does not have any operating or finance leases greater than 12 months in duration as of September 30, 2025.

Retirement Plans

The Company offers a 401(k) plan to its eligible employees. The Company matches participant contributions in an amount equal to 50% of each participant’s contribution up to 8% of the participant’s salary. The participants become vested in 20% annual increments after two years of service or fully vest upon the age of 60. Total expense for employer matching contributions during the three and nine months ended September 30, 2025 and 2024 was recorded in the Company’s consolidated statements of operations as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Cost of revenue						$	14,591					$	18,741					$	48,839					$	60,941
Sales and marketing						14,866						28,713						(8,646)						88,943
General and administrative						25,002						38,397						73,863						130,999
Total contribution expense						$	54,459					$	85,851					$	114,056					$	280,883

Litigation

The Company may occasionally be involved in legal proceedings in the ordinary course of business. While litigation carries inherent uncertainties, the Company is not currently a party to any matters that it believes would have a material adverse effect, individually or in the aggregate.

NOTE 10.    STOCKHOLDERS’ EQUITY

Authorized Shares

The Company has 50,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock, each with a par value of $0.0001 per share.

Share Repurchase

On June 28, 2024, the Company announced that its Board of Directors had authorized a $5.0 million share repurchase program of the Company’s common stock. In conjunction with the Cooperation Agreement signed on September 6, 2024, the maximum authorized repurchase amount was increased to $10.0 million. Repurchases under the program may be made through open market purchases, privately negotiated transactions, or other methods, including tender offers.

Pursuant to this authorization, on May 13, 2025, the Company launched a modified “Dutch auction” tender offer to repurchase up to $8.7 million of its outstanding common stock. The tender offer expired on June 16, 2025, and the final results

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were announced on June 18, 2025. In accordance with the terms of the offer, the Company repurchased 38,682 shares at a purchase price of $2.80 per share, for an aggregate cost of approximately $0.1 million, excluding fees and expenses.

On June 16, 2025, the Company entered into an agreement with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) authorizing Ladenburg to purchase shares of the Company’s common stock on the Company’s behalf beginning on July 16, 2025, and ending on the earliest of May 15, 2026, the date the aggregate dollar limit under the Company’s repurchase authorization is reached, or the occurrence of certain other specified events. Purchases will be made from time to time, depending on market conditions, in open market or privately negotiated transactions, at prices deemed appropriate by management and are intended to comply with the safe harbor provisions of Rules 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. As of September 30, 2025, no shares have been purchased under this plan.

As of September 30, 2025, a total of 561,950 shares have been purchased under the repurchase program with an average price per share of $2.55, for a total of $1.4 million. The remaining dollar value authorized for repurchase under the Company’s programs as of September 30, 2025 was approximately $8.7 million.

The Company did not have any share repurchases for the quarter ended September 30, 2025.

Equity Incentive Plan

The Company’s stockholders approved an amendment and restatement of the 2011 Equity Incentive Plan at the Company’s 2024 Annual Meeting of Stockholders held on December 12, 2024, to increase the number of plan shares by 700,000 shares, from 3,675,000 to 4,375,000 shares. As of September 30, 2025, the Company had 604,653 remaining shares of common stock available for issuance pursuant to future grants under the 2011 Equity Incentive Plan.

Restricted Stock

Under the 2011 Equity Incentive Plan, the Board determines the terms and conditions of each restricted stock issuance, including any future vesting restrictions.

In 2024, the Company issued a total of 125,863 shares of restricted common stock with a grant date fair value of $0.2 million for their annual service as independent directors of the Company. The stock was granted in installments on the last day of each quarter and vested immediately.

In the three and nine months ended September 30, 2025, the Company issued its six independent directors a total of 24,192 and 102,342 shares of restricted common stock, respectively, with an aggregate grant date valuation of $269,991 for their service as directors of the Company.

The following table contains summarized information about restricted stock issued during the years ended December 31, 2024 and the nine months ended September 30, 2025:

Restricted Stock			Common Shares			Weighted Average Grant Date Fair Value			Weighted Average Remaining Years to Vest
Nonvested at December 31, 2023			—			$	—		0.0
Granted			125,863			2.54
Vested			(125,863)			2.54
Nonvested at December 31, 2024			—			$	—		0.0
Granted			102,342			2.64
Vested			(102,342)			2.64
Nonvested at September 30, 2025			—			$	—		0.0

Although restricted stock is issued upon the grant of an award, the Company excludes restricted stock from the computations within the financial statements of total shares outstanding and basic earnings per share until such time as the restricted stock vests.

Expenses recognized on restricted stock issued to independent directors for services were $89,995 and $79,057 during the three months ended September 30, 2025 and 2024, respectively, and $269,991 and $229,063 during the nine months ended September 30, 2025 and 2024, respectively.

On September 30, 2025, the fair value of the Company’s common stock was approximately $3.72 per share and the Company did not have any non-vested restricted stock.

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Restricted Stock Units

The Board determines the terms and conditions of each restricted stock unit award issued under the Equity Incentive Plan.

During the nine months ended September 30, 2025, the Company issued a total of 768,967 time-based restricted stock units, initially valued at $2.2 million, as additional compensation, including 700,817 time-based restricted stock units, initially valued at $2.0 million, to non-executive employees and 68,150 time-based restricted stock units, initially valued at $0.2 million, to executives. These time-based restricted stock units have vesting periods ranging from 36 to 48 months from issuance.

The following table contains summarized information about restricted stock units during the year ended December 31, 2024, and the nine months ended September 30, 2025:

Restricted Stock Units			Common Shares			Weighted Average Grant Date Fair Value			Weighted Average Remaining Years to Vest
Nonvested at December 31, 2023			962,849			$	2.60		2.5
Granted(1)			2,348,423			2.31
Vested			(956,679)			2.54
Forfeited			(305,821)			2.41
Nonvested at December 31, 2024			2,048,772			$	2.33		2.6
Granted			768,967			2.80
Vested			(448,793)			2.31
Forfeited			(213,489)			2.55
Nonvested at September 30, 2025			2,155,457			$	2.48		2.8

(1)    In the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the table summarizing the number of shares granted during the year inadvertently omitted certain equity awards, although the correct total was disclosed in the accompanying narrative. The total number of shares granted during 2024 was 2,348,423, inclusive of awards to both executive and non-executive employees. The previously reported table total of 1,858,023 has been updated to reflect the correct number of granted shares. This did not have an impact on our financial statements for the period.

Expenses recognized on restricted stock units issued to employees were $0.4 million and $1.5 million during the three months ended September 30, 2025 and 2024, respectively and $1.1 million and $2.2 million during the nine months ended September 30, 2025 and 2024, respectively. On September 30, 2025, the fair value of the Company’s common stock was approximately $3.72 per share, and the intrinsic value of the non-vested restricted units was $6.2 million. Future compensation related to the non-vested restricted stock units as of September 30, 2025, is $3.8 million, and it is estimated to be recognized over the weighted-average vesting period of approximately 2.8 years.

Stock Options

Under the 2011 Equity Incentive Plan, the Board determines the exercise price to be paid for the stock option shares, the period within which each stock option may be exercised, and the terms and conditions of each stock option. The exercise price of incentive and non-qualified stock options may not be less than 100% of the fair market value per share of the Company’s common stock on the grant date. If an individual owns stock representing more than 10% of the outstanding shares, the exercise price of each share of an incentive stock option must be equal to or exceed 110% of fair market value. Unless otherwise determined by the Board at the time of grant, the exercise price is set at the fair market value of the Company’s common stock on the grant date (or the last trading day prior to the grant date, if it is awarded on a non-trading day). Additionally, the term is set at ten years, and the option typically vest on a straight-line basis over the requisite service period as follows: 25% one year from the date of grant with the remaining vesting monthly in equal increments over the following three years. The Company issues new shares for any stock awards or options exercised under its 2011 Equity Incentive Plan.

A summary of option activity under the 2011 Equity Incentive Plan during the year ended December 31, 2024, and the nine months ended September 30, 2025, is presented below:

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Notes to the Consolidated Financial Statements

Options Outstanding			Common Shares						Weighted Average Exercise Price						Weighted Average Remaining Life (Years)
Outstanding at December 31, 2023			343,601						$	9.53					5.2
Exercised			(65,154)						1.21
Expired			(244,588)						10.51
Forfeited			(520)						9.24
Outstanding at December 31, 2024			33,339						$	18.60					3.7
Exercised			(125)						2.08
Expired			(10,778)						28.40
Forfeited			(9)						12.61
Outstanding at September 30, 2025			22,427						$	13.98					4.3
Exercisable at September 30, 2025			22,426						$	13.98					4.3

A summary of the nonvested stock option activity under the 2011 Equity Incentive Plan during the years ended December 31, 2024, and the nine months ended September 30, 2025, is presented below:

Nonvested Options			Common Shares						Weighted Average Grant Date Fair Value						Weighted Average Remaining Years to Vest
Nonvested at December 31, 2023			26,373						$	8.83					1.1
Vested			(24,728)						18.60
Forfeited			(520)						9.24
Nonvested at December 31, 2024			1,125						18.60						3.7
Vested			(1,115)						13.98
Forfeited			(9)						12.61
Nonvested at September 30, 2025			1						$	13.98					0.1

There were outstanding options to purchase 22,427 shares with a weighted average exercise price of $13.98 per share, of which options to purchase 22,426 shares were exercisable with a weighted average exercise price of $13.98 per share as of September 30, 2025.

Expense recognized on stock options issued to employees during the three months ended September 30, 2025 and 2024 were $418 and $75,418, respectively. Expense recognized on stock options issued to employees during the nine months ended September 30, 2025 and 2024 were $9,487 and $171,897, respectively. Future compensation related to non-vested awards as of September 30, 2025, is $8, and it is estimated to be recognized over the weighted-average vesting period of approximately 0.1 years.

Inducement Plan

On November 30, 2023, the Board of Directors adopted the IZEA Worldwide, Inc. 2023 Inducement Plan (the “Inducement Plan”) to accommodate equity grants to new employees hired by IZEA in connection with acquisition transactions. Under the Inducement Plan, IZEA may grant restricted stock units (“RSUs”), including performance-based and time-based RSUs, with respect to up to a total of 1,800,000 shares of IZEA common stock to new employees of IZEA or its subsidiaries. Pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules, the Inducement Plan was adopted without stockholder approval. In accordance with Rule 5635(c)(4) of the NASDAQ Listing Rules, awards under the Inducement Plan can only be made to individuals not previously employees or non-employee directors of IZEA (or following such individuals’ bona fide period of non-employment with IZEA), as an inducement material to the individuals’ entry into employment with IZEA or in connection with a merger or acquisition, to the extent permitted by Rule 5635(c)(3) of the NASDAQ Listing Rules.

The following table contains summarized information about inducement grant-related RSUs during the year ended December 31, 2024, and the nine months ended September 30, 2025.

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Notes to the Consolidated Financial Statements

Inducement Shares			Time-Based			Performance Based			Total
Grant Outstanding at December 31, 2023			10,000			328,354			338,354
Granted			219,355			—			219,355
Forfeited (1)			(179,355)			(328,354)			(507,709)
Grant Outstanding at December 31, 2024			50,000			—			50,000
Granted			—			—			—
Forfeited			—			—			—
Grant Outstanding at September 30, 2025			50,000			—			50,000

(1)    Inducement shares forfeited in 2024 were related to the divestiture of Hoozu in December, 2024.

Employee Stock Purchase Plan

The amended and restated IZEA Worldwide, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”) provides for the issuance of up to 125,000 shares of the Company’s common stock to employees regularly employed by the Company for 90 days or more on a full-time or part-time basis (20 hours or more per week on a regular schedule). The ESPP operates in successive six-month periods commencing at the beginning of each fiscal year half. Each eligible employee who elects to participate may purchase up to 10% of their annual compensation in common stock, not to exceed $21,250 annually or 2,000 shares per offering period. The purchase price will be the lower of (i) 85% of the fair market value of a share of common stock on the first day of the offering period or (ii) 85% of the fair market value of a share of common stock on the last day of the offering period. The ESPP will continue until January 1, 2028, unless otherwise terminated by the Board.

The Company did not recognize any stock compensation expense on ESPP options for the three months ended September 30, 2025. The Company recognized $965 for the three months ended September 30, 2024. The stock compensation expense on ESPP options was $11,558 and $3,006 for the nine months ended September 30, 2025 and 2024. As of September 30, 2025, there were 61,281 remaining shares of common stock available for future issuance under the ESPP.

Shareholder Rights Plan

On May 28, 2024, the Board of Directors declared a dividend of one preferred share purchase right (a “Right”) for each share of the Company’s common stock as of June 7, 2024 (the “Record Date”), pursuant to a Rights Agreement between the Company and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent. This Rights Agreement, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 28, 2024, expired on May 31, 2025. The Rights did not become exercisable prior to the expiration of the Rights Agreement.

Summary of Stock-Based Compensation

The stock-based compensation cost related to all awards granted to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period utilizing the weighted-average forfeiture rates as disclosed in “Note 1 Company and Summary of Significant Accounting Policies.” Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options, and employee stock purchase plan issuances during the three and nine months ended September 30, 2025 and 2024 was recorded in the Company’s consolidated statements of operations as follows:

			Three Months Ended September 30,						Nine Months Ended September 30,
			2025			2024			2025			2024
Cost of revenue			$	114,587		$	82,608		$	178,376		$	191,053
Sales and marketing			90,085			50,567			139,809			171,774
General and administrative			240,971			1,446,061			768,304			1,965,529
Total stock-based compensation			$	445,643		$	1,579,236		$	1,086,489		$	2,328,356

Accumulated Other Comprehensive Income (Loss)

We recognize activity in other comprehensive income (loss) for unrealized gains and losses on securities and foreign currency translation adjustments. The activity in accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2025, and 2024, respectively, was as follows:

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Notes to the Consolidated Financial Statements

			Three Months Ended
			September 30, 2025												September 30, 2024
			Unrealized Gain (Loss) on Securities			Currency Translation Adjustment			Reclassification of Foreign Currency Translation Adjustment to Income			Total Accumulated Other Comprehensive Income (Loss)			Unrealized Gain (Loss) on Securities			Currency Translation Adjustment			Total Accumulated Other Comprehensive Income
Balance at June 30			$	—		$	(17,095)		$	(34,218)		$	(51,313)		$	(99,784)		$	(12,302)		$	(112,086)
Other comprehensive income (loss)			—			1,048			—			$	1,048		84,855			(94,195)			$	(9,340)
Balance at September 30			$	—		$	(16,047)		$	(34,218)		$	(50,265)		$	(14,929)		$	(106,497)		$	(121,426)

			Nine Months Ended
			September 30, 2025												September 30, 2024
			Unrealized Gain (Loss) on Securities			Currency Translation Adjustment			Reclassification of Foreign Currency Translation Adjustment to Income			Total Accumulated Other Comprehensive Income (Loss)			Unrealized Gain (Loss) on Securities			Currency Translation Adjustment			Total Accumulated Other Comprehensive Income
Balance at December 31			$	12,209		$	127,296		$	(34,218)		$	105,287		$	(250,591)		$	—		$	(250,591)
Other comprehensive income (loss)			(12,209)			(143,343)			—			(155,552)			235,662			(106,497)			129,165
Balance at September 30			$	—		$	(16,047)		$	(34,218)		$	(50,265)		$	(14,929)		$	(106,497)		$	(121,426)

NOTE 11.    EARNINGS (LOSS) PER COMMON SHARE

Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period, adjusted for the potential dilutive effect of stock options, unvested restricted stock units, and other convertible securities. The calculation includes the effect of dilutive securities only when their inclusion would not be anti-dilutive. For share-based awards, the Company uses the treasury stock method, which assumes proceeds from the assumed exercise or vesting are used to repurchase shares at the average market price during the period.

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Net income (loss)						$	147,745					$	(8,768,319)					$	1,210,013					$	(14,228,997)
Weighted average shares outstanding - basic						17,074,681						16,956,497						17,142,358						17,024,645
Basic income (loss) per common share						$	0.01					$	(0.52)					$	0.07					$	(0.84)
Weighted average shares outstanding - basic						17,074,681						16,956,497						17,142,358						17,024,645
Plus:
“In-the-money” stock options						188						—						188						—
Contingently issuable restricted stock units						1,302,291						—						1,008,550						—
Less:
Shares offset for in-the-money options (treasury stock method)						(97)						—						(126)						—
Weighted average shares outstanding - diluted						18,377,063						16,956,497						18,150,970						17,024,645
Diluted income (loss) per common share						$	0.01					$	(0.52)					$	0.07					$	(0.84)

The Company excluded the following weighted average items from the above computation of diluted loss per common share, as their effect would be anti-dilutive:

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Notes to the Consolidated Financial Statements

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Stock options						22,427						336,561						22,247						336,561
Restricted stock units						367,800						1,693,080						398,450						1,498,841
Total excluded shares						390,227						2,029,641						420,697						1,835,402

NOTE 12.    REVENUE

The following table illustrates the Company’s revenue:

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Managed Services Revenue						$	8,036,430					$	8,625,924					$	24,996,871					$	24,172,929
SaaS Services Revenue						35,950						205,870						177,104						705,564
Total Revenue						$	8,072,380					$	8,831,794					$	25,173,975					$	24,878,493

The Company’s revenue is predominantly from Managed Services. Managed Services revenue is comprised of two types of revenue, Sponsored Social and Content. Sponsored Social revenue, which totaled $7.4 million for the three months ended September 30, 2025 and $7.6 million for the three months ended September 30, 2024, is recognized over time. Content revenue, which totaled $0.5 million for the three months ended September 30, 2025, and $1.0 million for the three months ended September 30, 2024, is recognized at a point in time. SaaS revenue, which are not material to total revenue, is recognized over time.

The following table provides the Company’s revenues as determined by customer geographic region:

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Revenue from North America						$	7,790,531					$	7,534,435					$	22,832,867					$	20,561,879
Revenue from Other						15,565						93,657						219,812						973,490
Revenue from APAC						266,284						1,203,702						2,121,296						3,343,124
Total						$	8,072,380					$	8,831,794					$	25,173,975					$	24,878,493

Contract Assets and Liabilities

The following tables provide information about receivables, contract assets, and contract liabilities from contracts with customers reported in the Company’s consolidated balance sheet:

			September 30, 2025						December 31, 2024
Billed contract assets			$	3,582,170					$	7,835,041
Unbilled contract assets			126						151,783
Allowance for doubtful accounts			(192,785)						(205,000)
Contract liabilities(1)			4,129,798						8,188,651

(1) Contract liabilities includes the balance of signed contracts that have not been invoiced to the customer and the value of signed contracts that have yet to be recognized as revenue.

The Company does not typically engage in contracts longer than one year. Therefore, the Company will recognize substantially all of the contract liabilities recorded at the end of the year in the following year. The contract liability balance as of December 31, 2024, was $8.2 million. Of that balance, $7.5 million was recognized as revenue during the nine months ended September 30, 2025. The contract liability balance as of September 30, 2025, was $4.1 million. The Company expects to recognize the associated revenue during the next six months.

Contract receivables are recognized when the receipt of consideration is unconditional. Contract liabilities relate to the consideration received from customers in advance of the Company satisfying performance obligations under the terms of the contracts, which will be earned in future periods. Contract liabilities increase as a result of receiving new advance payments

from customers and decrease as revenue is recognized upon the Company meeting the performance obligations. As a practical expedient, the Company expenses the costs of sales commissions that are paid to its sales force associated with obtaining contracts that are less than one year in length in the period incurred.

Remaining Performance Obligations

As most of the Company’s contracts have terms of one year or less, the remaining performance obligations at September 30, 2025 and December 31, 2024, are equal to the contract liabilities disclosed above. The Company expects to recognize the full balance of the unearned revenue from September 30, 2025 within twelve months.

NOTE 13. SEGMENT DISCLOSURES

The Company provides value through managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing (the “Managed Services”). Our Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer (“CEO”). We evaluate our financial performance based on the results of one reportable operating segment, as defined by ASC 280.

The CODM monitors revenue growth and profitability trends to assess market demand, pricing strategies, new customer growth, current customer retention and expansion. Personnel cost trends are studied to assess efficiency, efficacy of incentive programs, and to determine the need for headcount adjustments. Cash operating cost trends inform how non-payroll costs are impacting cash resources. Taken together, net income is the ultimate measure of performance, or investment in growth. Resource allocation decisions include funding new technologies, additional headcount to drive and manage growth, informing cost management strategies and evaluating financing needs.

The following table depicts reportable segment results reviewed by the CODM:

			Three Months Ended September 30,						Nine Months Ended September 30,
			2025			2024			2025			2024
Net revenue			$	8,072,380		$	8,831,794		$	25,173,975		$	24,878,493
Less:
Cost of revenue-direct			3,439,484			3,941,830			10,456,427			10,573,236
Human capital costs			3,272,216			4,943,804			6,727,032			4,943,804
Other cash operating costs			1,070,393			3,673,129			6,200,574			17,370,046
Depreciation and amortization			150,740			239,849			460,334			669,783
Stock based compensation			445,643			1,579,236			1,086,489			2,328,356
Impairment of Goodwill			—			4,016,722			—			4,016,722
Interest income			(455,625)			(671,517)			(946,533)			(671,517)
Deferred federal tax			—			(18,782)			—			(18,782)
Other expense (income)			1,784			(104,158)			(20,361)			(104,158)
Segment net income (loss)			$	147,745		$	(8,768,319)		$	1,210,013		$	(14,228,997)

The following descriptions provide additional details regarding certain components represented in the accompanying table, including cost of revenue, human capital costs, and cash operating costs.

Cost of revenue includes costs associated with providing our services to customers. These costs primarily consist of influencer fees and other costs directly tied to the fulfillment of customer contracts.

Human capital costs represent expenses related to our employees, including salaries, wages, bonuses, commissions, payroll taxes, and employee benefits.

Other cash operating expenses refer to the recurring operating costs of running the business, excluding non-cash items such as depreciation, amortization, and stock-based compensation. These expenses include professional services, software subscriptions, travel, and other general business costs.

Other income includes interest expense, net realized gains (losses) on the sale of securities and cryptocurrency, as well as realized gains (losses) on foreign exchange transactions.

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Notes to the Consolidated Financial Statements

NOTE 14.    INCOME TAX

The provision for income taxes for interim periods is determined using an estimated annual effective tax rate in accordance with ASC 740-270, Income Taxes, Interim Reporting. The effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as valuation allowances against deferred tax assets, the recognition or de-recognition of tax benefits related to uncertain tax position, if any, and changes in or the interpretation of tax laws in jurisdictions where the Company conducts business.

The Company’s income tax expense and effective tax rate were as follows:

			Three Months Ended September 30,						Nine Months Ended September 30,
			2025			2024			2025			2024
Income tax benefit (expense)			$	—		$	33,621		$	—		$	140,699
Effective tax rate			—		%	0.4		%	—		%	1.0		%

NOTE 15.     SUBSEQUENT EVENTS

The Company has completed an evaluation of all subsequent events through November 12, 2025, to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements and events that occurred but were not recognized in the consolidated financial statements.

ITEM 2.  — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND     RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this report, including those contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations and the notes to our consolidated financial statements, particularly those that utilize terminology such as “may,” “will,” “would,” “can,” “could,” “continue,” “design,” “should,” “expects,” “aims,” “anticipates,” “estimates,” “believes,” “thinks,” “intends,” “likely,” “projects,” “plans,” “pursue,” “strategy,” “future,” “forecasts,” “goal,” “hopes,” or the negative of these words or other words or expressions of similar meaning, are forward-looking statements. Such statements are based on currently available operating, financial and competitive information, and are subject to inherent risks, uncertainties, and changes in circumstances that are difficult to predict and many of which are outside of our control. Future events and our actual results and financial condition may differ materially from those reflected in these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause these differences include, but are not limited to, the following:

•adverse economic or market conditions that may harm our business; including supply-chain issues, labor distribution, business closures, tariffs, and inflationary pressures;

•a few of our customers accounting for a significant portion of our gross billings and accounts receivable, and the loss of, or reduced purchases from, these or other customers having a material adverse effect on our operating results;

•any erroneous or inaccurate estimates or judgments relating to our critical accounting policies;

•our ability to raise the additional funding needed to fund our business operation in the future;

•our ability to satisfy the requirements for continued listing of our common stock on the Nasdaq Capital Market;

•our ability to maintain effective internal control over financial reporting and effective disclosure controls and procedures;

•our ability to protect our intellectual property and other proprietary rights;

•our ability to maintain and grow our business;

•results of any future litigation and costs incurred in connection with any such litigation;

•competition in the industry;

•variability of operating results;

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•our ability to maintain and enhance our brand;

•accuracy of tracking the number of user accounts;

•any security breaches or other disruptions compromising our proprietary information and exposing us to liability;

•our development and introduction of new products and services;

•our reliance on, and compliance with, open-source software;

•the successful integration of acquired companies, technologies, and assets into our portfolio of software and services;

•marketing and other business development initiatives;

•general government regulation;

•dependence on key personnel;

•the ability to attract, hire, and retain personnel who possess the technical skills and experience necessary to meet the service requirements of our customers;

•the potential liability concerning actions taken by our existing and past employees;

•any losses or issues we may encounter as a consequence of accepting or holding digital assets;

•impacts of the situation in the Middle East and the military conflict between Russia and Ukraine, and the global responses to them;

•risks associated with doing business internationally; and

•the other risks and uncertainties described in the Risk Factors section of this Quarterly Report and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 27, 2025.

All forward-looking statements in this document are based on current expectations, intentions, and beliefs using information available to us as of the date of this Quarterly Report; we assume no obligation to update any forward-looking statements, except as required by law. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements.

Company Overview

IZEA Worldwide, Inc. (“IZEA”, “Company,” “we”, “us” or “our”) is a leading innovator in the creator economy, specializing in providing value through managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing. The Company’s mission is to make creator economy solutions for marketers. We offer a range of solutions, from creator agency services and technologies to a marketplace connecting marketers with creators. By fostering these connections, we light up the creator economy with IZEAs - social-first content, made by creators, that are culturally relevant and move at the speed of culture, champion the creators, empowering individuals to monetize their creativity, content, and influence.

IZEA made a significant mark in the industry by launching the first influencer marketplace, PayPerPost, in 2006, setting a precedent for the evolution of digital marketing platforms. Today, the Company caters to a diverse range of clients, including independent creators and Fortune 10 brands, offering services in influencer marketing, customer-generated content, and custom content creation. IZEA provides tech-enabled managed services and self-service software tools, accommodating the varying needs of its clientele and ensuring mutually beneficial collaborations within its ecosystem.

IZEA Flex is a robust suite of tools that enhance IZEA’s ability to manage influencer marketing at scale. Beyond enabling seamless campaign execution, Flex empowers IZEA’s internal teams to measure influencer marketing performance with precision. The platform boasts a suite of core modules, which together provide a comprehensive toolkit for optimizing influencer marketing campaigns. Flex is distinguished by its ability to quantify the ROI of marketing efforts at scale, complemented by the introduction of AI-powered tools that streamline content and creative campaign ideation.

Key Components of Results of Operations

Overall consolidated results of operations are evaluated based on Revenue, Cost of Revenue, Sales and Marketing expenses, General and Administrative expenses, Depreciation and Amortization, and Other Income (Expense), net.

Revenue

We generate revenue primarily from our managed services, which involve providing custom content, influencer

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marketing, amplification, or other campaign management services to marketers (typically brands, agencies, or partners) who pay us for these services (“Managed Services”).

Cost of Revenue

The Company acts as the principal in the vast majority of our contracts. Accordingly, our cost of revenue for contracts in which we act as a principal consists of costs paid to third-party creators who provide custom content, influencer marketing, or amplification services for our Managed Services customers, where we report revenue on a gross basis. It also includes internal costs for our campaign fulfillment and SaaS support departments. These costs include salaries, bonuses, commissions, stock-based compensation, employee benefit costs, and miscellaneous departmental expenses related to personnel responsible for supporting our customers and fulfilling our obligations under our contracts.

For contracts in which we act as an agent, revenue is reported on a net basis, which excludes amounts paid to third-party creators, as those costs are passed through to the customer. Cost of revenue for these contracts consists only of our internal labor and other fulfillment costs associated with arranging and managing services on behalf of our customers.

For our SaaS platform, the cost of revenue primarily includes personnel and related costs associated with customer support, platform maintenance, and other fulfillment activities directly tied to delivering our software services.

Sales and Marketing

Our sales and marketing expenses consist primarily of salaries, bonuses, commissions, stock-based compensation, employee benefit costs, travel, and miscellaneous departmental costs for our marketing, sales, and sales support personnel. They also include marketing expenses such as brand marketing, public relations events, trade shows, marketing materials, and travel expenses.

General and Administrative

Our general and administrative (“G&A”) expense consists primarily of salaries, bonuses, commissions, stock-based compensation, employee benefit costs, and miscellaneous departmental costs related to our executive, finance, legal, human resources, and other administrative personnel. It also includes travel, public company, investor relations expenses, accounting, legal professional services fees, and other corporate-related expenses.

Within G&A, we incorporate technology and development costs, consisting primarily of our payroll costs for our internal engineers and contractors responsible for developing, maintaining, and improving our technology, as well as hosting and software subscription costs. These costs are expensed as incurred, except to the extent that they are associated with internal-use software that qualifies for capitalization, which is then recorded as software development costs in the consolidated balance sheet. When major software components are developed, we capitalize these as intangible assets. Depreciation and amortization related to these costs are separately stated under depreciation and amortization in our consolidated statements of operations and comprehensive loss.

G&A expenses include current period gains and losses on our acquisition costs payable and gains and losses from the sale of fixed assets. Impairments on fixed assets are included as part of G&A expenses presented separately in our consolidated statements of operations and comprehensive loss when deemed material.

Depreciation and Amortization

Depreciation and amortization expenses consists primarily of amortization of our internal-use software and acquired intangible assets from our business acquisitions. To a lesser extent, we also have depreciation and amortization on equipment used by our personnel. Costs are amortized or depreciated over the estimated useful lives of the associated assets.

Other Income (Expense)

Interest Expense. Interest expense is primarily related to the payment plans for purchasing computer equipment.

Other Income. Other income consists primarily of interest income earned on investments, as well as realized gains and losses on foreign currency exchange transactions, primarily related to the Canadian and Australian Dollar.

Results of Operations for the Three Months Ended September 30, 2025 and 2024

The following table sets forth a summary of our consolidated statements of operations and the change between the periods:

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			Three Months Ended September 30,
			2025						2024						$ Change			% Change
Revenue			$	8,072,380					$	8,831,794					$	(759,414)		(9)		%
Costs and expenses:
Cost of revenue			4,152,375						5,210,104						(1,057,729)			(20)		%
Sales and marketing			1,095,363						2,879,320						(1,783,957)			(62)		%
General and administrative			3,004,321						5,840,027						(2,835,706)			(49)		%
Impairment of goodwill			—						4,016,722						(4,016,722)			(100)		%
Depreciation and amortization			150,740						239,849						(89,109)			(37)		%
Total costs and expenses			8,402,799						18,186,022						(9,783,223)			(54)		%
Loss from operations			(330,419)						(9,354,228)						9,023,809			(96)		%
Other income (expense):
Change in the fair value of digital assets			—						(51,702)						51,702			(100)		%
Interest Expense			(1,654)						(1,654)						—			—		%
Other income (expense), net			479,818						605,644						(125,826)			(21)		%
Total other income (expense), net			478,164						552,288						(74,124)			(13)		%
Net income (loss) before income taxes			147,745						(8,801,940)						8,949,685			102		%
Tax benefit			—						33,621						(33,621)			(100)		%
Net income (loss)			$	147,745					$	(8,768,319)					$	8,916,064		102		%

Revenue

Revenue during the three months ended September 30, 2025 decreased by $0.8 million, or 9% from the prior year’s quarter. The three months ended September 30, 2024 total included $1.0 million of revenue from Hoozu that was divested in December 2024. Excluding the revenue from Hoozu, revenue grew $0.2 million, or 2.48% during the quarter ended September 30, 2025. As a result of our shift in focus to expanding our core enterprise customer base, Managed Services revenue increased quarter over quarter. This increase was driven by strong double-digit growth among large enterprise customers, partially offset by a decline in revenue from non-core, less profitable customers from the prior-year quarter.

Cost of Revenue

For the three months ended September 30, 2025, the cost of revenue declined by $1.1 million compared to the same period in the prior year, primarily due to the absence of Hoozu-related costs, which were included in the prior year period. Excluding Hoozu, the cost of revenue increased by 5.3% year-over-year.

Sales and Marketing

Sales and marketing expense for the three months ended September 30, 2025 decreased by $1.8 million, or approximately 62%, compared to the same period in 2024. This decrease is primarily due to lower payroll and related costs, following our December 2024 targeted workforce reduction, a pause in current period advertising and promotional spending, and decreased general contractor fees.

General and Administrative

General and administrative expense for the three months ended September 30, 2025 decreased by $2.8 million, or approximately 49%, compared to the same period in 2024. The decrease is primarily due to lower employee-related costs following our December 2024 targeted workforce reduction, reduced use of external contractors, decreased professional service fees, and lower software licensing expenses.

Impairment of Goodwill

In September 2024, following an interim assessment of goodwill in the Company’s IZEA reporting segment, we determined that the carrying value of the Company’s IZEA reporting segment as of September 30, 2024, exceeded the fair value. As a result of the valuation, the Company recorded a $4.0 million full impairment of goodwill related to prior IZEA acquisitions in the nine months ended September 30, 2024.

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Depreciation and Amortization

Depreciation and amortization expense for the three months ended September 30, 2025 decreased by $89,109, or approximately 37%, compared to the same period in 2024, due primarily to Intangible Assets becoming fully amortized in 2024.

Other Income (Expense)

Interest expense totaled $1,654 during the three months ended September 30, 2025, compared to $1,654 in the prior year period.

Other income, net, totaled $0.5 million during the three months ended September 30, 2025, a decrease of $0.1 million compared to the same period in 2024, primarily from lower investment portfolio interest income.

Net Income (Loss)

Net income for the three months ended September 30, 2025 was $0.1 million, compared to the net loss of $8.8 million for the same period in 2024.

Results of Operations for the Nine Months Ended September 30, 2025 and 2024

The following table sets forth a summary of our consolidated statements of operations and the change between the periods:

			Nine Months Ended September 30,
			2025						2024						$ Change			% Change
Revenue			$	25,173,975					$	24,878,493					$	295,482		1		%
Costs and expenses:
Cost of revenue			12,940,561						14,355,679						(1,415,118)			(10)		%
Sales and marketing			3,179,162						9,142,590						(5,963,428)			(65)		%
General and administrative			8,842,379						12,995,910						(4,153,531)			(32)		%
Impairment of goodwill			—						4,016,722						(4,016,722)			(100)		%
Depreciation and amortization			460,334						669,783						(209,449)			(31)		%
Total costs and expenses			25,422,436						41,180,684						(15,758,248)			(38)		%
Loss from operations			(248,461)						(16,302,191)						16,053,730			98		%
Other income (expense):
Change in the fair value of digital assets			—						28,414						(28,414)			(100)		%
Interest Expense			(5,092)						(5,654)						562			(10)		%
Other income (expense), net			1,463,566						1,909,735						(446,169)			(23)		%
Total other income (expense), net			1,458,474						1,932,495						(474,021)			(25)		%
Net income (loss) before income taxes			1,210,013						(14,369,696)						15,579,709			108		%
Tax benefit			—						140,699						(140,699)			(100)		%
Net income (loss)			$	1,210,013					$	(14,228,997)					$	15,439,010		109		%

Revenue

Revenue during the nine months ended September 30, 2025, increased by $0.3 million, or 1%, from the same period in 2024, which included $2.3 million from Hoozu, which was divested in December 2024. Excluding Hoozu, revenue increased $2.6 million, or 11%, during the nine months ended September 30, 2025. As a result of our shift in focus to expanding our core enterprise customer base, revenue from Managed Services increased quarter over quarter. This increase was driven by strong double-digit growth among large enterprise customers, partially offset by a decline in revenue from non-core, less profitable customers from the prior-year period.

Cost of Revenue

For the nine months ended September 30, 2025, the cost of revenue declined by $1.4 million compared to the same period in the prior year, primarily due to the absence of costs related to Hoozu, which was included in the prior year period. Excluding Hoozu, the cost of revenue increased by 5.2% year-over-year.

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Sales and Marketing

Sales and marketing expense for the nine months ended September 30, 2025, decreased by $6.0 million, or approximately 65%, compared to the same period in 2024. Advertising expenses decreased due to lower payroll and related costs, following our December 2024 targeted workforce reduction, a pause in current period advertising and promotional spending, and decreased general contractor fees.

General and Administrative

General and administrative expense for the nine months ended September 30, 2025, decreased by $4.2 million, or approximately 32%, compared to the same period in 2024. The decrease is primarily due to lower employee-related costs following our December 2024 targeted workforce reduction, reduced use of external contractors, decreased professional service fees, and lower software licensing expenses.

Impairment of Goodwill

In September 2024, following an interim assessment of goodwill in the Company’s IZEA reporting segment, we determined that the carrying value of the Company’s IZEA reporting segment as of September 30, 2024, exceeded the fair value. As a result of the valuation, the Company recorded a $4.0 million full impairment of goodwill related to prior IZEA acquisitions in the nine months ended September 30, 2024.

Depreciation and Amortization

Depreciation and amortization expense for the nine months ended September 30, 2025, decreased by $209,449, or approximately 31%, compared to the same period in 2024, due primarily to Intangible Assets becoming fully amortized in 2024.

Other Income (Expense)

Interest expense totaled $5,092 during the nine months ended September 30, 2025, compared to $5,654 in the prior year period.

Other income, net totaled $1.5 million for the nine months ended September 30, 2025, compared to $1.9 million in the prior year period, primarily from lower investment portfolio interest income.

Net Income (Loss) from Operations

Net income (loss) from operations for the nine months ended September 30, 2025 was $1.2 million, a $15.4 million increase from the net loss of $14.2 million for the same period in 2024. The increase in net income was primarily the result of decreased operating costs in the current year period.

Key Metrics

We review the information provided by our key financial metrics, Managed Services Bookings, and gross billings, to assess the progress of our business and make decisions on where to allocate our resources. As our business evolves, we may change the key financial metrics in future periods.

Managed Services Bookings

Managed Services bookings represent total sales orders received during a period, net of cancellations and refunds. Contracts vary by customer and scope, ranging from custom content projects to integrated marketing campaigns, and generally extend from several months up to a year. Managed Services bookings provide a useful measure of overall demand but are not necessarily predictive of quarterly revenue, as the timing of revenue recognition varies with contract size, complexity, and customer arrangements. Certain customers enter into annual spend commitments that establish a defined budget for services to be performed throughout the year, while others engage the Company for specific campaigns or deliverables. These differing contract structures may influence the timing and distribution of bookings and related revenue. The Company uses this metric to evaluate customer and market trends, to plan operational staffing, and to inform product development initiatives.

Managed Services bookings totaled $3.6 million and $7.9 million for the three months ended September 30, 2025 and 2024, respectively, and $16.7 million and $27.4 million for the nine-month periods then ended. Excluding Hoozu, which the Company divested in December 2024, bookings for the three and nine-month periods in 2024 totaled $6.4 million and $27.4 million, respectively. The decline in bookings for both periods primarily reflects the Company’s strategic shift away from smaller, less strategic customers, which tend to be lower-value, project-based, and generate limited repeat business.

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Non-GAAP Financial Measure

Adjusted EBITDA

Adjusted EBITDA is a “non-GAAP financial measure” under the rules of the Securities and Exchange Commission (the “SEC”). We define Adjusted EBITDA as operating income (or loss) from operations before depreciation and amortization, non-cash stock-based compensation, and other operating adjustments that are non-recurring or unusual to our core ongoing operations.

We use Adjusted EBITDA as a measure of operating performance, for planning purposes, to allocate resources to enhance the financial performance of our business and in communications with our Board of Directors regarding our financial performance. We believe that Adjusted EBITDA also provides valuable information to investors as it excludes non-cash transactions, and it provides consistency to facilitate period-to-period comparisons.

You should not consider Adjusted EBITDA in isolation or as a substitute for an analysis of our results of operations as under GAAP. Not all companies calculate Adjusted EBITDA similarly, limiting its usefulness as a comparative measure. Moreover, Adjusted EBITDA has limitations as an analytical tool, including that Adjusted EBITDA:

•does not include stock-based compensation expense, which is a non-cash expense, but has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an essential part of our compensation strategy;

•does not include stock issued for payment of services, which is a non-cash expense, but has been, and is expected to be for the foreseeable future, an important means for us to compensate our directors, vendors, and other parties who provide us with services;

•does not include depreciation and intangible assets amortization expense, impairment charges, and gains or losses on disposal of equipment, which is not always a current period cash expense, but the assets being depreciated and amortized may have to be replaced in the future; and

•does not include non-operating activity, such as interest income and other gains, losses, and expenses that we believe are not indicative of our ongoing core operating results, but these items may represent a reduction or increase in cash available to us.

Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the operation and growth of our business or as a measure of cash that will be available to us to meet our obligations. You should compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP financial measures as supplements. In evaluating this non-GAAP financial measure, you should be aware that in the future, we may incur expenses similar to those for which adjustments are made in calculating Adjusted EBITDA. Our presentation of this non-GAAP financial measure should also not be construed to infer that our future results will be unaffected by unusual or non-recurring items.

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The following table sets forth a reconciliation from the GAAP measurement of net income (loss) to our non-GAAP financial measure of Adjusted EBITDA for the three and nine months ended September 30, 2025, and 2024:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2025						2024						2025						2024
Net income (loss) from operations			$	147,745					$	(8,768,319)					$	1,210,013					$	(14,228,997)
Impairment of goodwill and intangible assets			—						4,016,722						—						4,016,722
Adjustment to the fair market value of digital assets			—						51,702						—						(28,414)
Non-cash stock-based compensation			445,643						1,579,236						1,086,489						2,328,356
Non-cash stock issued for payment of services			89,995						79,057						269,991						229,063
Depreciation and amortization			150,740						239,849						460,334						669,783
Interest expense			1,654						1,654						5,092						5,654
Interest income			(482,760)						(607,712)						(1,429,292)						(1,908,729)
Tax benefit			$	—					$	(33,621)					—						(140,699)
Adjusted EBITDA (1)			$	353,017					$	(3,441,432)					$	1,602,627					$	(9,057,261)
Revenue			$	8,072,380					$	8,831,794					$	25,173,975					$	24,878,493
Adjusted EBITDA as a % of Revenue			4.4		%				(39.0)		%				6.4		%				(36.4)		%

(1)    The 2024 measure excludes interest income to ensure comparability with the Company’s revised definition of the metric, which no longer includes interest income beginning in 2025.

Liquidity and Capital Resources

Near-Term Liquidity and Capital Resources

     The Company’s cash requirements have historically included funding the development and integration of our technology platforms, marketing initiatives, and general and administrative expenses, such as salaries, bonuses, and commissions. The Company has incurred losses and negative cash flow from operations for most periods since inception, primarily the result of costs associated with third-party creators, personnel expenses (including salaries, bonuses and stock-based compensation), and other general and administrative expenses, including technology and development costs, which have exceeded revenue. As a result, the Company had an accumulated deficit of $103.1 million as of September 30, 2025, which has been funded through the issuance of public equity.

We had cash and cash equivalents of $51.4 million as of September 30, 2025, as compared to $44.6 million as of December 31, 2024. This $6.7 million increase is the result of the maturation of certain investments, supplemented by cash generated from operating activities.

			Nine Months Ended September 30,
			2025						2024
Net cash (used for)/provided by:
Operating activities			$	2,435,965					$	(8,657,588)
Investing activities			5,827,477						17,690,148
Financing activities			(1,361,474)						(538,643)
Effect of exchange rates on cash			(155,552)						17,455
Net increase in cash and cash equivalents			$	6,746,416					$	8,511,372

Net cash provided by operating activities was $2.4 million during the nine months ended September 30, 2025, primarily driven by net income of $1.2 million and strong accounts receivable collections partially offset by reductions in accrued expenses and deferred revenue. Net cash provided by investing activities was $5.8 million during the nine months ended September 30, 2025, primarily due to the maturity of marketable securities. Net cash used for financing activities during the nine months ended September 30, 2025 was $1.4 million, primarily due to payments for shares withheld for taxes and the repurchase of treasury stock.

Financial Condition and Outlook

Beginning early in 2025, we implemented a new account management model, redirecting our focus and resources primarily toward larger, more valuable recurring accounts - our core enterprise customers - while reducing the selling and delivery resources previously devoted to cost-intensive, lower-value, project-based accounts with limited repeat business. This strategic realignment resulted in a reduction in current-year contract bookings, while significantly improving profitability and strengthening our foundation for sustainable growth. We are initiating a structured transition for our non-enterprise customers into a new small and mid-sized business (“SMB”) service model; this targeted approach will allow us to serve a narrower set of these customers profitably, while maintaining strategic alignment with our enterprise objectives.

Managed Services bookings, excluding Hoozu, declined 26.3% to $18.2 million for the nine months ended September 30, 2025, compared to the prior-year period, and contract backlog declined from $15.5 million at the beginning of the year to $7.1 million at quarter-end. The decline primarily reflects the Company’s strategic focus on higher-quality, recurring accounts, along with more cautious marketing spend among certain enterprise and agency clients amid broader economic uncertainty, including tariff impacts.

Revenue from Managed Services, excluding Hoozu, increased 14% for the nine months ended September 30, 2025, compared to the prior-year period, while overall growth slowed to 5% in the quarter. Growth was driven by expansion within enterprise customers, partly offset by a reduction was concentrated in smaller in non-strategic accounts we intentionally deemphasized.

We implemented significant cost savings beginning in December 2024 and continuing into 2025 to align operating expenses with anticipated revenue and accelerate our path to profitability. These actions have been effective, resulting in a $10.7 million improvement in EBITDA during the first nine months of 2025, improving from a $9.1 million loss in 2024 to a $1.6 million profit in 2025.

We expect growth opportunities in our core enterprise accounts, along with other business development activities, to support profitable organic growth over the next twelve months, albeit from a lower, but more profitable revenue base in 2025. While revenue is expected to increase over time, such growth may not occur consistently each quarter. Operating expenses are expected to increase gradually as we invest in expansion; however, we believe our current cost structure is better aligned to scale efficiently, limiting the recurrence of historical cash losses and reducing the strain on working capital as the business grows.

We believe our cash and cash equivalents are sufficient to fund planned growth initiatives over the next twelve months. If additional capital is needed, we expect to obtain it primarily through equity, equity-linked, or debt financing until our operations generate sufficient profitability to meet ongoing capital requirements

Off-Balance Sheet Arrangements

The Company did not engage in any “off-balance sheet arrangements” (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of September 30, 2025.

Critical Accounting Policies and Use of Estimates

     There have been no material changes to our critical accounting policies as set forth in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2024. For a summary of our significant accounting policies, please refer to “Note 1 - Company and Summary of Significant Accounting Policies” included in Item 1 of this Quarterly Report.

Recent Accounting Pronouncements

See “Note 1 - Company and Summary of Significant Accounting Policies,” under Part I, Item 1 of this Quarterly Report for information on additional recent pronouncements.

ITEM 3. — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. — CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that the Company files under the Exchange Act is accumulated and

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communicated to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Furthermore, controls and procedures could be circumvented by the individual acts of some

persons, by collusion of two or more people, or by management override of the control. Misstatements due to error or fraud may occur and not be detected on a timely basis.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Quarterly Report on Form 10-Q for the period ended September 30, 2025, an evaluation was performed under the supervision and with the participation of our management including our principal executive officer and principal financial officer to determine the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025. Based on this evaluation, our management concluded that, as of September 30, 2025, our disclosure controls and procedures were effective as designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions;

(ii) provide reasonable assurance that transactions are recorded as necessary for the preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect financial statement misstatements. Also, projections of any evaluation of internal control effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1. — LEGAL PROCEEDINGS

From time to time, we may become involved in lawsuits and various other legal proceedings that arise in the ordinary course of our business. Litigation is subject to inherent uncertainties and an adverse result in any such litigation that may arise from time to time that may harm our business. As of November 12, 2025 we are not party to any legal proceedings or claims that we believe would or could have, individually or in the aggregate, a material adverse effect on us.

ITEM 1A. — RISK FACTORS

You should carefully consider the factors discussed under Item 1A of Part I to our Annual Report on Form 10-K for the year ended December 31, 2024 regarding the numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks occur, our business, financial condition, or results of operation may be materially and adversely affected. In such a case, the trading price of our common stock could decline, and investors could lose all or part of their investment. These risk factors may not identify all risks that we face, and our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. There have been no material changes to the risk factors described under “Risk Factors,” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

ITEM 2. — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Repurchases of Equity Securities

The following table sets forth the Company’s repurchases of its common stock during the quarter ended September 30, 2025:

			Total Number of Shares Purchased			Average Price Paid Per Share			Total Number of Shares Purchased as part of Publicly Announced Plans or Programs(1)			Approximate Dollar Value of Shares that may yet be Purchased under the Plans or Programs(1)(2)
July 2025			—			$	—		—			$	8,675,299
August 2025			—			—			—			8,675,299
September 2025			—			—			—			8,675,299
Total as of September 30, 2025			—			$	—		—			$	8,675,299

(1)    On June 28, 2024, the Company announced the Board’s authorization of a stock repurchase program under which the Company may repurchase up to $5.0 million of its common stock from time to time through open market transactions, privately negotiated transactions, block trades or any combination thereof, subject to market conditions (the “Repurchase Program”). In conjunction with the Cooperation Agreement, the maximum authorized repurchase amount under the Repurchase Program was increased to $10.0 million. On June 16, 2025, the Company entered into an agreement adopted under the safe harbors provided by Rule 10b5-1 and Rule 10b-18 of the Exchange Act to purchase shares of common stock, terminating on the earliest of May 31, 2026, or at such time as the aggregate number of shares are repurchased or upon certain other events. The agreement provides for the purchase of up to $8.6 million of common stock, which was the remainder of the Board’s authorization under the Repurchase Program at the time of entry into such agreement.

(2)     Dollar amounts in this column equal the number of shares remaining available for purchase under the stock repurchase programs as of the last date of the applicable month multiplied by month average price paid per share.

ITEM 3. — DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. — MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. — OTHER INFORMATION

Not applicable.

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ITEM 6. — EXHIBITS

Exhibit No.						Description
3.1						Amended and Restated Articles of Incorporation of IZEA Worldwide, Inc. (as amended through June 16, 2023)
3.2						Certificate of Designation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2024).
3.3						Second Amended and Restated Bylaws of IZEA, Inc. (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on June 17, 2024).
31.1			*			Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			*			Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			* (a)			Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			* (a)			Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101			* (b)			The following materials from IZEA Worldwide, Inc.'s Quarterly Report for the period ended September 30, 2025 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Unaudited Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Operations and Comprehensive Loss, (iii) the Unaudited Consolidated Statement of Stockholders' Equity, (iv) the Unaudited Consolidated Statements of Cash Flow, and (v) the Notes to the Unaudited Consolidated Financial Statements.
104			*			Cover Page Interactive File (formatted as inline XBRL and contained within Exhibit 101).

*    Filed or furnished herewith.

(a)    In accordance with Item 601of Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.

(b)    In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

IZEA Worldwide, Inc. a Nevada Corporation
November 12, 2025			By:			/s/ Patrick J. Venetucci
						Patrick J. Venetucci Chief Executive Officer (Principal Executive Officer)
November 12, 2025			By:			/s/ Peter J. Biere
						Peter J. Biere Chief Financial Officer (Principal Financial and Accounting Officer)

34

FAQ

How did IZEA (IZEA) perform in Q3 2025?

Q3 revenue was $8,072,380 with net income of $147,745, and EPS of $0.01.

What is IZEA’s cash position as of Q3 2025?

Cash and cash equivalents were $51,390,884 as of September 30, 2025.

What are IZEA’s year-to-date results for 2025?

For the nine months ended September 30, 2025, net income was $1,210,013 and EPS was $0.07.

What was IZEA’s operating cash flow year to date?

Net cash provided by operating activities was $2,435,965 for the nine months ended September 30, 2025.

How many IZEA shares are outstanding?

There were 17,125,752 common shares outstanding as of November 7, 2025.

What is remaining under IZEA’s share repurchase authorization?

Approximately $8.7 million remains authorized as of September 30, 2025.

Does IZEA hold digital assets or goodwill?

No. As of September 30, 2025, the company reported no digital assets and no goodwill.