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[8-K] Marygold Companies, Inc. Reports Material Event

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(High)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Marygold Companies, Inc. reported much stronger results for the quarter ended March 31, 2026. Revenue for the third fiscal quarter rose 30.2% to $7.2 million from $5.5 million, while net income improved to $222,000, or $0.01 per share, from a loss of $1.0 million, or $0.02 per share, a year earlier.

For the first nine months of fiscal 2026, revenue increased to $18.4 million from $17.9 million and the net loss narrowed sharply to $0.7 million from $4.3 million, helped by a $0.5 million gain on the sale of the former Canadian subsidiary. The USCF Investments unit drove growth, with quarterly revenue up 55% to $6.3 million as average assets under management rose 81% to $4.7 billion, while reduced fintech spending supported profitability. At March 31, 2026, the company held $3.0 million in cash and cash equivalents, $7.9 million in investments, total assets of $28.1 million and stockholders’ equity of $22.9 million. Management is pursuing a sale of its New Zealand food and printing businesses, now classified as discontinued operations, to sharpen its focus on fund management and financial services.

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Insights

Marygold turns profitable on strong fund management growth and cost cuts.

The Marygold Companies showed a notable turnaround in the quarter ended March 31, 2026. Revenue grew 30.2% to $7.2 million, driven largely by USCF Investments, and the company produced net income of $222,000 after a prior-year loss.

USCF Investments’ revenue rose 55% to $6.3 million as average AUM increased 81% to $4.7 billion, benefiting from higher commodity prices. Operating expenses declined versus the prior year, particularly in fintech, helping margins despite higher fund operations costs.

The strategy to sell New Zealand subsidiaries and having already sold the Canadian security business for $2.3 million reflects a shift toward core financial services. Future filings covering periods after March 31, 2026 will show how sustainable AUM levels, commodity-linked revenue and the planned divestitures are for maintaining profitability.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q3 2026 revenue $7.2 million Three months ended March 31, 2026; up 30.2% from $5.5 million
Q3 2026 net income $222,000 Three months ended March 31, 2026; $0.01 per share vs prior loss
Nine-month 2026 revenue $18.4 million Nine months ended March 31, 2026; up from $17.9 million
Nine-month 2026 net loss $0.7 million Nine months ended March 31, 2026; improved from $4.3 million loss
USCF Q3 revenue $6.3 million USCF Investments revenue in Q3 2026; up 55% from $4.1 million
USCF average AUM $4.7 billion Average assets under management in Q3 2026; up from $2.6 billion
Cash and cash equivalents $3.0 million Balance as of March 31, 2026
Total stockholders’ equity $22.9 million Equity as of March 31, 2026
discontinued operations financial
"These businesses have now been classified as discontinued operations, and it is our goal to effect a sale within the next 12 months."
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
assets under management financial
"The growth was primarily attributable to an 81% increase in assets under management (AUM), which averaged $4.7 billion for the 2026 third fiscal quarter."
Assets under management (AUM) is the total value of all the investments that a financial company or fund is responsible for overseeing on behalf of its clients. It’s like a big bucket that shows how much money the firm is managing for people or organizations. A higher AUM often indicates a larger, more trusted company, and it can influence how much money they earn and the services they can offer.
forward-looking statements regulatory
"This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
operating lease right-of-use assets financial
"Operating lease right-of-use assets | | | 551 | | | | 599 |"
An operating lease right-of-use (ROU) asset is an accounting entry that shows the value of a leased item you have the legal right to use—like a building, vehicle, or equipment—recorded on a company’s balance sheet along with the corresponding lease obligation. Investors care because it adds to reported assets and liabilities, changing measures like leverage and return on assets much like bringing a long-term rental onto the company’s financial snapshot, which can affect credit terms and valuation.
additional paid-in capital financial
"Additional paid-in capital | | | 15,342 | | | | 15,167 |"
Amount of money shareholders have paid to a company for shares that is above the stock’s nominal or par value; think of it as the extra premium paid when a group buys a ticket that has a low listed price. It matters to investors because it represents permanent capital on the balance sheet that can cushion losses, affect book value per share and indicate how much fresh cash equity holders have contributed beyond the minimum share value.
Revenue $7.2 million +30.2% year over year
Net income $222,000 from $1.0 million net loss
Nine-month revenue $18.4 million from $17.9 million prior-year period
Nine-month net loss $0.7 million from $4.3 million net loss
false 0001005101 0001005101 2026-05-11 2026-05-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 11, 2026

 

The Marygold Companies, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-41318   90-1133909
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

120 Calle Iglesia

Unit B

San Clemente, CA 92672

(Address of Principal Executive Offices and Zip Code)

 

(949) 218-8542

(Registrant’s telephone number, including area code)

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   MGLD   NYSE American LLC

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule l2b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On May 11, 2026, The Marygold Companies, Inc. issued a press release announcing its financial results for the three month and nine month periods ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this Item 2.02 have been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, nor shall they be deemed incorporated by reference in any filing 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 regardless of any general incorporation language.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

  99.1 Earnings Press Release Dated May 11, 2026
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

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

 

Date: May 12, 2026 THE MARYGOLD COMPANIES, INC.
     
  By: /s/ Nicholas D. Gerber
    Nicholas D. Gerber
    Chief Executive Officer (Principal Executive Officer)

 

 

 

 

Exhibit 99.1

 

The Marygold Companies Reports 30.2% Revenue Increase and Profitability

for the Third Fiscal Quarter ended March 31, 2026

 

—Positive Performance Reflects Significant Growth in USCF Fund Management

Coupled with a Curtailment of Fintech Expenses—

 

San Clemente, Calif., May 11, 2026—The Marygold Companies, Inc. (the “Company”) (NYSE American: MGLD), a diversified global holding firm with a focus on financial services, today reported improved financial results for the three and nine months ended March 31, 2026.

 

Revenue for the 2026 third fiscal quarter rose 30.2% to $7.2 million, from $5.5 million last year, which included $0.6 million from the Company’s Canadian subsidiary that was sold in July 2025. Net income increased to $222,000, equal to $0.01 per share, from a loss of $1.0 million, or a loss of $0.2 per share, a year ago.

 

For the nine months ended March 31, 2026, revenue advanced to $18.4 million from $17.9 million in the comparable prior year period, which included $1.8 million from the Company’s previously owned Canadian subsidiary. The Company’s net loss for the 2026 year-to-date period was reduced to $0.7 million, or a loss of $0.02 per share, from a net loss of $4.3 million, equal to a loss of $0.11 per share, a year ago. The current year to date period includes a $0.5 million gain on the sale of the Company’s Canadian subsidiary.

 

The Company’s balance sheet remains strong. At March 31, 2026, cash and cash equivalents amounted to $3.0 million, and investments totaled $7.9 million. Total assets at March 31, 2026, were $28.1 million, and total stockholders’ equity at the quarter’s end was $22.9 million.

 

“In keeping with our transformation strategy to refocus The Marygold Companies’ resources on ETF fund management and financial services, we have initiated a formal process to sell our New Zealand businesses, comprised of Gourmet Foods and Printstock Products,” said David Neibert, Chief Operations Officer. “These businesses have now been classified as discontinued operations, and it is our goal to effect a sale within the next 12 months. This initiative follows the disposition in July 2025 of our wholly owned Canadian subsidiary, Brigadier Security Systems Ltd., for $2.3 million.

 

“Our largest operating unit, USCF Investments, performed well during the quarter, with revenues increasing 55% to $6.3 million from $4.1 million a year ago. The growth was primarily attributable to an 81% increase in assets under management (AUM), which averaged $4.7 billion for the 2026 third fiscal quarter, compared with $2.6 billion last year. The AUM increase largely reflected the geopolitical situation in the Middle East and Eastern Europe, with oil and other commodity price increases. We also significantly decreased costs in the fintech sector, including reducing labor and other expenses that previously prevented us from achieving profitable operations on a consolidated basis.”

 

Nicholas Gerber, Chief Executive Officer, added, “We are making deliberate, sometimes difficult, choices to reshape the Company around a clear, focused vision. By divesting businesses that do not align with our core financial services sector, we aim to concentrate our resources to position the Company to deliver strong long-term returns for our shareholders. During this process, we continue to support our non-core subsidiaries, which are expected to continue with normal operations until such time as a transaction is consummated.”

 

Business Units

 

The Company’s USCF Investments subsidiary, https://www.uscfinvestments.com/, acquired in 2016 and based in Walnut Creek, Calif., serves as manager, operator or investment adviser to 16 exchange traded products, structured as limited partnerships or investment trusts that issue shares trading on the NYSE Arca.

 

Gourmet Foods, https://gourmetfoodsltd.co.nz/, acquired in 2015, is a commercial-scale bakery that produces and distributes iconic meat pies and pastries throughout New Zealand under the brand names Pat’s Pantry and Ponsonby Pies. Acquired by Gourmet Foods in 2020, Printstock Products Limited, https://www.printstock.co.nz, is a printer of specialized food wrappers and is located in Napier, New Zealand.

 

 

 

 

San Clemente, Calif.-based Original Sprout, www.originalsprout.com, acquired in 2017, produces a full line of hair and skin care products distributed throughout the U.S. and in many regions throughout the world.

 

Marygold & Co. (UK) Limited, https://marygoldandco.uk/, was established in the U.K. in 2021 and operates through two U.K.-based investment advisory business units: Marygold & Co Limited (fka/Tiger Financial and Asset Management), acquired in 2022, http://www.tfam.co.uk/, and Step-by-Step Financial Planners, acquired in 2024, https://www.sbsfp.co.uk/, that manage clients’ financial wealth across a diverse product range. They also offer individuals and businesses in the U.K. a mobile fintech app that provides a high interest rate on deposits and intuitive money management tools.

 

About The Marygold Companies, Inc.

 

The Marygold Companies, Inc. was founded in 1996 and repositioned as a global holding firm in 2015. The Company currently has operating subsidiaries in financial services, food manufacturing, printing, and beauty products, under the trade names USCF Investments, Marygold & Co., Step-By-Step Financial Planners, Marygold & Co. Limited, Gourmet Foods, Printstock Products, and Original Sprout, respectively. Offices and manufacturing operations are in the U.S., New Zealand, and the U.K. For more information, visit www.themarygoldcompanies.com.

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may” “will,” “could,” “should” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements, including, but not limited to successfully divesting non-core businesses, involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. Readers should refer to the further detail of the risks disclosed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission and in the Company’s other filings with the Securities and Exchange Commission. The foregoing list of factors is not exclusive. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.

 

 

 

 

Media and investors, for more Information, contact:

Roger S. Pondel

PondelWilkinson

310-279-5965

rpondel@pondel.com

 

Contact the Company:

David Neibert, Chief Operations Officer

949-429-5370

dneibert@themarygoldcompanies.com

 

(Financial Tables Follow)

 

 

 

 

THE MARYGOLD COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

 

   March 31, 2026   June 30, 2025 
ASSETS          
           
CURRENT ASSETS          
Cash and cash equivalents  $2,975   $5,004 
Accounts receivable, net (of which $2,719 and $1,281, respectively, due from related parties)   2,888    1,778 
Inventories   1,055    928 
Prepaid income tax and tax receivable   1,018    833 
Investments, at fair value   7,931    7,829 
Other current assets   617    1,046 
Total current assets   16,484    17,418 
           
Restricted cash   -    51 
Property and equipment, net   23    609 
Operating lease right-of-use assets   551    599 
Goodwill   1,984    2,206 
Intangible assets, net   717    937 
Deferred tax assets, net   3,440    3,440 
Assets held for sale   2,538    2,821 
Other assets   2,314    2,339 
Total assets  $28,051   $30,420 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
CURRENT LIABILITIES          
Accounts payable and accrued expenses  $3,280   $3,224 
Lease liabilities, current portion   393    307 
Advance from buyer   -    720 
Purchase consideration payable, current portion   247    257 
Note payable   -    1,268 
Total current liabilities   3,920    5,776 
           
Lease liabilities, net of current portion   199    341 
Deferred tax liabilities, net   221    221 
Liabilities associated with assets held for sale   855    1,095 
Total long-term liabilities   1,275    1,657 
Total liabilities   5,195    7,433 
           
STOCKHOLDERS’ EQUITY          
Preferred stock, par value $0.001; 50,000 shares authorized Series B: 13 shares issued and outstanding at both March 31, 2026 and June 30, 2025   -    - 
Common stock, $0.001 par value; 900,000 shares authorized; 42,811 and 42,818 shares issued and outstanding at March 31, 2026 and June 30, 2025, respectively   42    42 
Additional paid-in capital   15,342    15,167 
Accumulated other comprehensive loss   (16)   (420)
Retained earnings   7,488    8,198 
Total stockholders’ equity   22,856    22,987 
Total liabilities and stockholders’ equity  $28,051   $30,420 

 

 

 

 

THE MARYGOLD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

   Three Months Ended March 31,   Nine Months Ended March 31, 
   2026   2025   2026   2025 
                 
Revenue                    
Fund management - related party  $6,327   $4,093   $15,220   $13,369 
Beauty products   707    641    2,537    2,071 
Security systems   -    568    -    1,842 
Financial services   155    220    631    644 
Revenue   7,189    5,522    18,388    17,926 
                     
Cost of revenue   398    648    1,400    2,161 
                     
Gross profit   6,791    4,874    16,988    15,765 
                     
Operating expense                    
Salaries and compensation   2,346    2,483    7,149    8,262 
General and administrative expense   1,497    2,020    4,896    6,588 
Fund operations   2,296    1,140    5,272    4,118 
Marketing and advertising   694    688    1,618    2,077 
Depreciation and amortization   94    115    212    338 
Total operating expenses   6,927    6,446    19,147    21,383 
                     
Loss from continuing operations   (136)   (1,572)   (2,159)   (5,618)
                     
Other income (expense):                    
Interest and dividend income   75    75    286    1,280 
Interest expense   -    (323)   (67)   (715)
Gain on sale of Brigadier   -    -    521    - 
Other income (expense), net   287    426    434    (700)
Total other income (expense), net   362    178    1,174    (135)
                     
Income (loss) from continuing operations before income taxes   226    (1,394)   (985)   (5,753)
                     
Benefit from income taxes   43    307    184    1,273 
                     
Net income (loss) from continuing operations   269    (1,087)   (801)   (4,480)
                     
Net (loss) income from discontinued operations   (47)   75    91    136 
                     
Net income (loss)  $222   $(1,012)  $(710)  $(4,344)
                     
Weighted average shares of common stock                    
Basic   42,960    40,816    42,954    40,843 
Diluted   43,075    40,816    42,954    40,843 
                     
Net income (loss) per common share                    
Basic  $0.01   $(0.02)  $(0.02)  $(0.11)
Diluted  $0.01   $(0.02)  $(0.02)  $(0.11)

 

 

 

Filing Exhibits & Attachments

4 documents