Noble Roman’s nine-month earnings fall to $396K

Available on EDGAR 11/12/2026 - 04:01 PM EST Accepted by SEC EDGAR 11/12/2026 - 04:01 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Noble Roman’s, Inc. (NROM) reported nine-month revenue of $11,272,954, compared with $11,062,831 in 2025, and net income of $396,072, versus $882,839. Net cash provided by operating activities was $1,278,948, up from $915,626. Franchising revenue rose to $4,759,683 from $4,367,815, while company-owned restaurant revenue was $6,474,085, compared with $6,630,583; its margin contribution was $507,816 versus $736,700.

On June 10, 2026, the company obtained a five-year bank loan with principal of $6,900,427 at SOFR plus 4%; proceeds repaid prior debt, purchased and canceled Corbel-held warrants, and covered related costs. The loan balance was $6,703,854 as of September 30, 2026, when the company reported covenant compliance. A company-operated non-traditional location was discontinued August 11, 2026. Twenty-eight new non-traditional franchise locations opened through September 30, and franchisees were expected to open approximately 37 before December 31, 2026. Management said the previously identified material weakness was remediated and disclosure controls were effective.

2 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

How the balance works

Positive

• Moderate pointNine-month operating cash flow: $1,278,948, versus $915,626.
• Moderate pointFranchising revenue: $4,759,683 for nine months, versus $4,367,815.

Negative

• Moderate pointNine-month net income: $396,072, versus $882,839.
• Moderate pointNine-month operating income: $1,821,398, versus $1,925,804.

Filing Explained

Loan collateral includes tangible and intangible assets; a one-point SOFR rise is estimated to add sixty-five thousand dollars in interest over twelve months.

At September 30, 2026, Noble Roman’s had 22,707,749 common shares issued and outstanding, up from 22,215,512 at December 31, 2025; the equity statement records 450,000 warrant-exercise shares and 42,237 shares from cashless employee-option exercises. Issuing additional shares increases the share count and reduces existing holders’ percentage ownership absent offsetting changes.

The June 10 bank loan is secured by tangible and intangible assets and bears interest at SOFR plus 4%; the filing estimates that each 1% SOFR increase would add about $65,000 in interest expense over the following 12 months.

For the nine months ended September 30, 2026, franchising segment contribution margin was $3,484,616 versus $507,816 for company-owned restaurants; these segment figures exclude corporate-level general and administrative expense, depreciation and interest.

Key Figures

Nine-month revenue: $11,272,954 Nine-month net income: $396,072 Net cash provided by operating activities: $1,278,948 +5 more

8 metrics

Nine-month revenue $11,272,954 Nine months ended September 30, 2026; $11,062,831 in 2025.

Nine-month net income $396,072 Nine months ended September 30, 2026; $882,839 in 2025.

Net cash provided by operating activities $1,278,948 Nine months ended September 30, 2026; $915,626 in 2025.

Franchising revenue $4,759,683 Nine months ended September 30, 2026; $4,367,815 in 2025.

Operating income $1,821,398 Nine months ended September 30, 2026; $1,925,804 in 2025.

New bank loan principal $6,900,427 Five-year loan obtained June 10, 2026; interest at SOFR plus 4%.

Interest-rate sensitivity Approximately $65,000 per 1% SOFR increase Estimated additional interest expense over the succeeding 12-month period based on debt structure as of September 30, 2026.

Non-traditional franchise openings 28 opened; approximately 37 expected 28 locations opened from January 1 through September 30, 2026; approximately 37 expected before December 31, 2026.

Key Terms

segment contribution margin, deferred contract income, SOFR, discontinued operations, +2 more

6 terms

segment contribution margin financial

"Segment contribution margin was $507,816"

Segment contribution margin is the money a specific business unit or product line generates after paying the direct, variable costs tied to producing and selling its goods or services. Think of it as the cash each segment puts into a company’s shared expenses and potential profit — like how much each branch of a store contributes toward rent and corporate overhead. Investors use it to judge which segments are truly profitable, where growth dollars should go, and how efficiently different parts of a business scale.

deferred contract income financial

"deferred contract income and deferred contract cost"

SOFR financial

"variable rate tied to SOFR plus 4.0% per annum"

The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.

discontinued operations financial

"moved to discontinued operations"

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.

cashless exercise financial

"Cashless exercise of employee stock options"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

material weakness regulatory

"the material weakness had been remediated"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were NROM’s revenue and net income for the first nine months of 2026?

Noble Roman’s reported revenue of $11,272,954 and net income of $396,072 for the nine months ended September 30, 2026. The comparable 2025 figures were $11,062,831 and $882,839, respectively.

How many non-traditional franchise locations opened or were expected to open in 2026?

Twenty-eight new non-traditional franchise locations opened from January 1 through September 30, 2026. Franchisees were expected to open approximately 37 non-traditional locations before December 31, 2026.

How would a 1% increase in SOFR affect NROM’s interest expense?

NROM reported $6.7 million of variable-rate debt at September 30, 2026, tied to SOFR plus 4.0% and adjusted monthly. The company estimated that each 1% increase in SOFR would add approximately $65,000 of interest expense over the succeeding 12 months.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2026

Commission file number: 0-11104

NOBLE ROMAN’S, INC.

(Exact name of registrant as specified in its charter)

Indiana		35-1281154
(State or other jurisdiction of organization)		(I.R.S. Employer Identification No.)
6612 E. 75th Street, Suite 450 Indianapolis, Indiana		46250
(Address of principal executive offices)		(Zip Code)

(317) 634-3377

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

As of October 23, 2026, there were 22,707,749 shares of Common Stock, no par value, outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

The following unaudited consolidated financial statements are included herein:

Condensed consolidated balance sheets as of December 31, 2025 and September 30, 2026 (unaudited)		Page 3
Condensed consolidated statements of operations for the three-month and nine-month periods ended September 30, 2025 and 2026 (unaudited)		Page 4
Condensed consolidated statements of changes in stockholders’ equity for the three-month periods ended September 30, 2025 and 2026 and nine-month periods ended September 30, 2025 and 2026 (unaudited)		Page 5
Condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2025 and 2026 (unaudited)		Page 6
Notes to condensed consolidated financial statements (unaudited)		Page 7

Page 2

Table of Contents

Noble Roman's, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

		December 31, 2025				September 30, 2026
Assets
Current assets:
Cash		$	533,670			$	1,018,416
Employee Retention Tax Credit Receivable			527,948				558,057
Accounts receivable - net			741,539				763,233
Inventories			965,212				1,053,107
Prepaid expenses			478,262				332,782
Total current assets			3,246,631				3,725,595
Property and equipment:
Equipment			4,463,379				4,429,247
Leasehold improvements			3,175,507				3,226,834
			7,638,886				7,656,081
Less accumulated depreciation and amortization			3,979,112				4,204,307
Net property and equipment			3,659,774				3,451,774
Deferred tax asset			3,114,727				2,989,651
Deferred contract costs			1,699,935				1,612,506
Goodwill			278,466				-
Operating lease right of use assets			3,332,195				2,657,614
Other assets			562,756				619,760
Total assets		$	15,894,484			$	15,056,900
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	702,207			$	531,197
Current portion of operating lease liability			950,409				941,901
Current portion of Senior Loans payable			5,470,824				1,194,891
Current portion of subordinated notes payable			575,000				-
Warrant liability			500,000				-
Total current liabilities			8,198,440				2,667,989
Long-term obligations:
Long-term portion of Senior Loan payable			-				5,006,908
Operating lease liabilities – net of current portion			2,564,162				1,857,661
Deferred contract income			1,699,934				1,612,506
Total long-term liabilities			4,264,096				8,477,075
Total liabilities		$	12,462,536			$	11,145,064
Stockholders’ equity:
Common Stock – no par value (40,000,000 shares authorized, 22,215,512 issued and outstanding as of December 31, 2025 and 22,707,749 issued and outstanding as of September 30, 2026)			24,911,141				24,994,958
Accumulated deficit			(21,479,193	)			(21,083,122	)
Total stockholders’ equity			3,431,947				3,911,836
Total liabilities and stockholders’ equity		$	15,894,484			$	15,056,900

See accompanying notes to condensed consolidated financial statements (unaudited)

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Noble Roman’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

		Three months ended September 30,								Nine months ended September 30,
		2025				2026				2025				2026
Revenue:
Restaurant revenue - company-owned restaurants		$	2,286,707			$	2,166,285			$	6,630,583			$	6,474,085
Franchising revenue			1,467,655				1,629,093				4,367,815				4,759,683
Administrative fees and other			57,479				(706	)			64,433				39,186
Total revenue			3,811,841				3,794,672				11,062,831				11,272,954
Operating expenses:
Restaurant expenses - company-owned restaurants			1,994,014				2,026,055				5,893,883				5,966,269
Franchising expenses			459,998				433,427				1,401,190				1,275,067
Total operating expenses			2,454,012				2,459,482				7,295,073				7,241,336
Depreciation and amortization			97,465				104,408				293,545				305,549
General and administrative expenses			554,345				674,748				1,539,277				1,904,671
Defense against activist shareholder			552				-				9,132				-
Total expenses			3,106,374				3,238,638				9,137,027				9,451,556
Operating income			705,467				556,034				1,925,804				1,821,398
Interest expense			405,534				167,071				1,156,870				1,020,522
Decrease in fair value of warrant			(367,408	)			-				(367,408	)			-
Net income before income taxes and loss (gain) on discontinued operations			667,341				388,963				1,136,342				800,876
Loss (gain) on discontinued operations			(27,399	)			277,539				(48,433	)			279,728
Income tax expense			141,147				26,742				301,936				125,076
Net income		$	553,593			$	84,682			$	882,839			$	396,072
Earnings per share – basic:
Net income before loss on discontinued operations and income tax		$	.03			$	.02			$	.05			$	.04
Net income		$	.02			$	.00			$	.04			$	.02
Weighted average number of common shares outstanding			22,215,512				22,707,749				22,215,512				22,461,631
Diluted earnings per share:
Net income		$	.02				-			$	.03			$	.02
Weighted average number of common shares outstanding			25,966,081				23,647,294				25,966,081				23,401,176

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

Page 4

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Noble Roman’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

Nine Months Ended September 30, 2026:

		Common Stock								Accumulated
		Shares				Amount				Deficit				Total
Balance at December 31, 2025			22,215,512			$	24,911,141			$	(21,479,193	)		$	3,431,948
Net income for nine months ended September 30, 2026											396,072				396,072
Amortization of value of employee stock options							38,817								38,817
Cashless exercise of employee stock options			42,237
Exercise of warrants on sub-debt			450,000				45,000								45,000
Balance at September 30, 2026			22,707,749			$	24,994,958			$	(21,083,122	)		$	3,911,836

Three Months Ended September 30, 2026:

			Common Stock							Accumulated
			Shares			Amount				Deficit				Total
Balance at June 30, 2026			22,672,827			$	24,981,056			$	(21,167,804	)		$	3,813,252
Net income for three months ended September 30, 2026											84,682				84,682
Amortization of value of employee stock options							13,902								13,902
Cashless exercise of employee stock options			34,922
Balance at September 30, 2026			22,707,749			$	24,994,958			$	(21,083,122	)		$	3,911,836

Nine Months Ended September 30, 2025:

		Common Stock								Accumulated
		Shares				Amount				Deficit				Total
Balance at December 31, 2024			22,215,512			$	24,867,778			$	(22,652,417	)		$	2,215,361
Net income for nine months ended September 30, 2025											882,839				882,839
Amortization of value of employee stock options							29,179								29,179
Balance at September 30, 2025			22,215,512			$	24,896,957			$	(21,769,578	)		$	3,127,379

Three Months Ended September 30, 2025:

		Common Stock								Accumulated
		Shares				Amount				Deficit				Total
Balance at June 30, 2025			22,215,512			$	24,887,761			$	(22,323,170	)		$	2,564,591
Amortization of value of employee stock options							9,196								9,196
Net income for three months ended September 30, 2025											553,593				553,593
Balance at September 30, 2025			22,215,512			$	24,896,957			$	(21,769,577	)		$	3,127,380

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

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Noble Roman’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

		Nine months ended September 30,
		2025				2026
OPERATING ACTIVITIES
Net income		$	882,839			$	396,072
Adjustments to reconcile net income to net cash provided by operating activities:
Change in fair value of warrant			(367,408	)			-
Depreciation and amortization			294,456				315,078
Amortization of loan closing cost							388,100
Write-off goodwill from Roanoke							278,466
Interest paid-in-kind			158,309				-
Additional debt discount incurred			(210,583	)			-
Accretion of debt discount			263,153				-
Stock option expense			29,179				38,817
Amortization of right-of-use lease assets			608,736				674,581
Amortization of operating lease liabilities			(628,128	)			(715,008	)
Deferred income taxes			301,936				125,077
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable			(108,948	)			(51,803	)
Inventories			(51,781	)			(87,895	)
Prepaid expenses			(69,369	)			145,480
Other assets including long-term portion of receivables			(47,033	)			(57,004	)
(Decrease) in:
Accounts payable and accrued expenses			(139,732	)			(171,012	)
NET CASH PROVIDED BY OPERATING ACTIVITIES			915,626				1,278,948
INVESTING ACTIVITIES
Purchase of property and equipment			(114,468	)			(107,077	)
NET CASH USED IN INVESTING ACTIVITIES			(114,468	)			(107,077	)
FINANCING ACTIVITIES
Principal payments on Corbel note payable			(791,885	)			(5,853,180	)
Principal payments on new senior loan							(196,572	)
Payment of subordinated notes payable							(575,000	)
Purchase of all outstanding warrants							(500,000	)
Exercise of warrant to buy stock							45,000
New Senior Loan net of cost of financing							6,392,627
NET CASH USED IN FINANCING ACTIVITIES			(791,885	)			(687,125	)
Increase (decrease) in cash			9,273				484,746
Cash at beginning of period			710,227				533,670
Cash at end of period		$	719,500			$	1,018,416
Supplemental schedule of investing and financing activities
Cash paid for interest		$	681,015			$	583,382
Cash paid for income taxes		$	-			$	-

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

Page 6

Table of Contents

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

The Company historically deferred initial franchise fees and recognized the amounts over the terms of the related franchise agreements. Under its reduced-fee non-traditional franchise program, the Company currently recognizes initial franchise fees of $2,750 when received. Management has evaluated the aggregate financial statement effect of this recognition practice and concluded that any difference from recognition over the related franchise agreement terms would not be material.

Recent Accounting Pronouncements

There have been no material changes to the Company's evaluation of recently issued accounting standards from those disclosed in Note 1, "Recently Adopted Accounting Standards" and “Recently Issued Accounting Standards Not Yet Adopted,” included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. Management continues to evaluate the impact of accounting standards that have been issued but are not yet effective and does not currently expect their adoption to have a material effect on the Company's condensed consolidated financial statements, unless otherwise disclosed.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications primarily relate to the consolidation of certain financial statement line items to improve the presentation of the Company's interim financial statements. The reclassifications had no effect on previously reported total assets, total liabilities, stockholders' equity, net income (loss), or cash flows. The decision was made to vacate the Roanoke Hospital from current operations and reclassed those operations from current operation to discontinued operations.

Significant Accounting Policies

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

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Note 2 – Inventory consists of ingredient inventory used to make products in the Company-owned restaurants, marketing materials to sell to franchisees and equipment inventory to be sold in the future, including to franchisees. September 30, 2026 and December 31, 2025 inventory consisted of the following:

		As of 12/31/25				As of 9/30/26
Ingredient inventory used to make products in company locations		$	165,914			$	178,318
Marketing materials			30,035				45,437
Equipment inventory			769,263				829,352
Total		$	965,212			$	1,053,107

Note 3 – Royalties and fees included initial franchise fees of $332,929 (after deferral of initial fees of $145,000 and amortizing $262,429 of previously deferred fees) for the nine-month period ended September 30, 2026, and $158,487 for the nine-month period ended September 30, 2025. Royalties and fees included initial franchise fees of $114,629 for the three-month period ended September 30, 2026 and $46,379 for the three-month period ended September 30, 2025. Royalties and fees included equipment commissions of $64,495 for the nine-month period ended September 30, 2026, and $43,269 for the nine-month period ended September 30, 2025. Royalties and fees included equipment commissions of $36,693 for the three-month period ended September 30, 2026 compared to $25,665 for the three-month period ended September 30, 2025. Royalties and fees, including initial franchise fees and equipment commissions, were $4.8 million for the nine-month period ended September 30, 2026, and $4.4 million for the nine-month period ended September 30, 2025. Royalties and fees including initial franchise fees and equipment commissions were $1.6 million for the three-month period ended September 30, 2026 compared to $1.5 million for the three-month period ended September 30, 2025.

At September 30, 2026, the deferred contract income and deferred contract cost was $1,612,506. The deferred contract income and deferred contract cost was $1,699,935 as of December 31, 2025. Both balances are recognized in income and expensed over the term of the underlying franchise agreement.

At December 31, 2025 and September 30, 2026, the carrying values of the Company’s franchise receivables have been reduced to anticipated realizable value. After considering this reduction of carrying value, the Company anticipates that substantially all of its accounts receivable reflected on the consolidated balance sheet as of September 30, 2026, will be collected.

During the three-month and nine-month periods ended September 30, 2026 there were no Company-operated or franchised Craft Pizza & Pub restaurants opened or closed. There have been 28 new non-traditional locations opened January 1, 2026 through September 30, 2026. The Company currently expects franchisees to open approximately 37 non-traditional franchise locations prior to December 31, 2026. During the period January 1, 2026 through September 30, 2026 there were five units closed and, as of this report, the Company has no information about any other units closing.

Note 4 - On June 10, 2026, the Company entered into a Credit Agreement with Lake Forest Bank and Trust Company, N.A. for a new five-year term loan in the amount of $6,900,427 with scheduled repayments monthly bearing interest of SOFR, as defined in the agreement, plus 4% paid in arrears monthly on declining balance. The funds were used to pay the remaining balance to Corbel Capital Partners SBIC, L.P. (“Corbel”), to purchase and cancel all of the outstanding warrants previously owned by Corbel, to repay the Company’s sub-debt, to pay all costs associated with obtaining and closing on the bank loan and costs associated with repayment of Corbel. At September 30, 2026 the balance on the Lake Forest Bank and Trust Company, N.A. loan was $6,703,854.

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Note 5 - The following tables set forth the calculation of basic and diluted earnings per share for the three-month period ended September 30, 2026 and September 30, 2025:

		Three Months Ended September 30, 2026
		Income (Numerator)				Shares (Denominator)				Per-Share Amount
Net income before loss on discontinued operations and taxes		$	388,963				22,707,749			$	.02
Loss on discontinued operations			(277,539	)			22,707,749				(.01	)
Income tax expense			(26,742	)			22,707,749				-
Net income			84,682							$	.00
Effect of dilutive securities
Stock option dilution							939,545
Diluted earnings per share
Net income			84,682				23,647,294			$	-

		Three Months Ended September 30, 2025
		Income (Numerator)				Shares (Denominator)				Per-Share Amount
Net income		$	553,593				22,215,512			$	.03
Effect of dilutive securities
Stock option and warrant dilution							2,600,569
After-tax interest on convertible notes			14,375
Convertible notes							1,150,000
Diluted earnings per share
Net income		$	567,968				25,966,081			$	.02

The following tables set forth the calculation of basic and diluted earnings per share for the nine-month periods ended September 30, 2026 and September 30, 2025:

		Nine Months Ended September 30, 2026
		Income (Numerator)				Shares (Denominator)				Per-Share Amount
Net income before loss on discontinued operations and taxes		$	800,876				22,461,631			$	.04
Loss on discontinued operations			(279,728	)			22,461,631				(.01	)
Income tax expense			(125,076	)			22,461,631				(.01	)
Net income			396,072							$	.02
Effect of dilutive securities
Stock option dilution							939,545
Diluted earnings per share
Net income			396,072				23,401,176			$	.02

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		Nine Months Ended September 30, 2025
		Income (Numerator)				Shares (Denominator)				Per-Share Amount
Net income		$	882,839				22,215,512			$	.04
Effect of dilutive securities
Stock option and warrant dilution							2,600,569
After-tax interest on convertible notes			43,125
Convertible notes							1,150,000
Diluted earnings per share
Net income		$	925,964				25,966,081			$	.04

Note 6 - At September 30, 2026, the balance of the Senior Loan was comprised of:

Senior Loan Principal		$	6,703,855
Less Unamortized Loan Closing Costs			(502,056	)
Net Carrying Value		$	6,201,799

For the three-month period ended September 30, 2026, total interest expense on the senior note was $160,570.

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

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

Note 8 – Deferred tax asset of $3.0 million was remaining at September 30, 2026 and a provision for income taxes at an effective rate of 24% was reflected on the operating statement for the three-months ending September 30, 2026 of $26,742 and the nine-months ending September 30, 2026 of $125,076 which was used to reduce the deferred tax asset. The deferred tax asset of $3.0 million is more likely than not to be used up over the next five years, therefore no allowance was deemed necessary as of September 30, 2026.

Note 9 - There were no material changes to the Company’s operating lease arrangements during the three months and nine months ended September 30, 2026. The Company continues to operate under operating leases for its corporate office and nine Craft Pizza & Pub locations, with a weighted-average remaining lease term of approximately 37 months (excluding renewal options).

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Note 10. The Company has reviewed all transactions to which the Company and officers and directors of the Company are a party or have a financial interest. The board of directors of the Company has adopted a policy that all transactions between the Company and its officers, directors, principal shareholders and other affiliates must be approved by a majority of the Company’s disinterested directors and be conducted on terms no less favorable to the Company than could be obtained from unaffiliated third parties. In June 2026, with the new financing, the subordinated note owned by Paul Mobley in the amount of $300,000 was repaid. Interest had been paid to Paul Mobley on that subordinated note prior to its repayment on June 10, 2026 in the amount of $15,000. Both of the above mentioned items were on the same terms and conditions as all other subordinated debt holders. In relation to the sub-debt, Paul Mobley exercised a warrant and paid the exercise price for 450,000 shares during the second quarter of 2026. Legal fees were paid to Roberts Means Roncevic Kapela, LLC of which director, Jeffrey Roberts, was the founding member, in the amount of $20,141 in the three-months ended September 30, 2026 and $72,809 in the nine-months ended September 30, 2026.

Note 11 – Stock-Based Compensation - The Company recognized stock-based compensation expense of $13,902 and $9,196 for the three months ended September 30, 2026 and 2025, respectively, and $38,817 and $29,179 for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, unrecognized compensation costs related to unvested stock options was $62,155 which will be recognized over a weighted average period of two years.

There were 435,000 stock options granted, 12,000 forfeitures and 255,000 exercised in a cashless exercise during the nine-month period ended September 30, 2026. Accordingly, the outstanding options as of September 30, 2026 were 4,141,834 compared to 3,973,834 as of December 31, 2025.

Note 12 – Segment Reporting - The Company accounts for segment reporting in accordance with Accounting Standards Codification (“ASC”) Topic No. 280/ASU 2023-07, Segment Reporting. Operating segments are components of an enterprise for which separate financial information is available and regularly reviewed by the chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance.

Nine-Month Period Ended September 30, 2026

		Franchising				Company-Owned Restaurants				Total
Revenue		$	4,759,683			$	6,474,085			$	11,233,768
Administrative fees and other revenue			-				-				39,186
Total revenue			4,759,683				6,474,085				11,272,954
Segment operating expenses			(1,275,067	)			(5,966,269	)			(7,241,336	)
Segment contribution margin		$	3,484,616			$	507,816			$	4,031,618

Nine-Month Period Ended September 30, 2025

		Franchising				Company-Owned Restaurants				Total
Revenue		$	4,367,815			$	6,630,583			$	10,998,398
Administrative fees and other revenue			-				-				64,433
Total revenue			4,367,815				6,630,583				11,062,831
Segment operating expenses			(1,401,190	)			(5,893,883	)			(7,295,073	)
Segment contribution margin		$	2,966,625			$	736,700			$	3,767,758

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Nine Months Ended September 30,

		2026				2025
Total segment contribution margin		$	4,031,618			$	3,767,758
General and administrative expenses			(1,904,671	)			(1,548,409	)
Depreciation and amortization			(305,549	)			(293,545	)
Operating income			1,821,398				1,925,804
Interest expense			(1,020,522	)			(1,156,870	)
Income before income taxes, discontinued operations and decrease in value of warrants		$	800,876			$	768,934

Three Months Ended September 30, 2026

		Franchising				Company-Owned Restaurants				Total
Revenue		$	1,629,093			$	2,166,285			$	3,795,378
Administrative fees and other revenue			-				-				(706	)
Total revenue			1,629,093				2,166,285				3,794,672
Segment operating expenses			(433,427	)			(2,026,055	)			(2,459,482	)
Segment contribution margin		$	1,195,666			$	140,230			$	1,335,190

Three Months Ended September 30, 2025

		Franchising				Company-Owned Restaurants				Total
Revenue		$	1,467,655			$	2,286,707			$	3,754,362
Administrative fees and other revenue			-				-				57,479
Total revenue			1,467,655				2,286,707				3,811,841
Segment operating expenses			(459,998	)			(1,994,014	)			(2,454,012	)
Segment contribution margin		$	1,007,657			$	292,693			$	1,357,829

Three Months Ended September 30,

		2026				2025
Total segment contribution margin		$	1,335,190			$	1,357,829
General and administrative expenses			(674,748	)			(554,897	)
Depreciation and amortization			(104,408	)			(97,465	)
Operating income			556,034				705,467
Interest expense			(167,071	)			(405,534	)
Income before income taxes, discontinued operations and decrease in value of warrants		$	388,963			$	299,933

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The Company generates revenue from the following primary sources:

Restaurant Revenue

Restaurant revenue consists primarily of food and beverage sales from Company-owned Craft Pizza & Pub locations and a Company-operated non-traditional location, which was discontinued as of August 11, 2026. The revenue from the discontinued restaurant operations was moved to discontinued operations. Revenue is recognized at the point in time when food and beverage products are provided to customers. Payment is generally received at the time of sale through cash, credit card, or other electronic payment methods.

Franchise Royalties

The Company enters into franchise agreements with the owners of the pizza program that they install in their convenience stores that documents the terms of their agreement, which provide for ongoing royalty fees based on a percentage of the pizza program sales. Royalty revenue is recognized as the underlying franchise sales occur because the nature of the Company's performance obligation is to provide ongoing access to the Company's intellectual property and franchise system. Royalty revenue is generally billed and collected weekly through automated clearing house (ACH) withdrawals.

Initial Franchise Fees

Initial franchise fees and transfer fees are received upon execution of franchise agreements or transfer agreements. Because the initial franchise fee does not represent a separate performance obligation, the fee had formerly been deferred and recognized over the term of the related franchise agreement, which is generally ten years, as the Company satisfies its ongoing performance obligations to the franchisee. Since the Company lowered its upfront fee for non-traditional franchises to $2,750 the Company spends more money on the acquiring of the franchise than the fee provides. The Company now recognizes both the fee income and the cost at the time the fee is received. Any differences between the cost and the fee is immaterial.

Equipment Commissions

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

Manufacturer and Distributor Allowances

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

Administrative Fees and Other Revenue

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

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Disaggregation of Revenue

The following table disaggregates revenue by major revenue source for the nine-month periods ended September 30:

Revenue Source		2026				2025
Company-owned Craft Pizza & Pub restaurant revenue		$	6,474,085			$	6,630,583
Franchising revenue (including royalties, franchise fee amortization, manufacturer allowances, equipment commissions and other franchise-related revenue)			4,759,683				4,367,815
Administrative fees and other revenue			39,186				64,433
Total Revenue		$	11,272,954			$	11,062,831

The Company's CODM is its Chief Executive Officer.

The Company has identified two reportable operating segments:

·	Franchising – Consists primarily of franchise royalties, franchise fee revenue, manufacturer and distributor allowances, equipment commissions, and related support activities.
·	Company-Owned Restaurants – Consists of the operations of Company-owned Craft Pizza & Pub locations and a Company-operated non-traditional restaurant location which was discontinued on August 11, 2026 and all income and expenses were taken out of current operations and moved to discontinued operations.

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

For income and expense performance please refer to the margin statements on page 19 of this report.

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

Noble Roman’s, Inc., an Indiana corporation incorporated in 1972, sells pizza programs, which are memorialized by a franchise agreement, and services franchises, operates Company-owned stand-alone restaurants and a non-traditional foodservice operation, which was discontinued on August 11, 2026, under the trade names “Noble Roman’s Craft Pizza & Pub,” “Noble Roman’s Pizza,” “Noble Roman’s Take-N-Bake,” and “Tuscano’s Italian Style Subs.” References in this report to the “Company” are to Noble Roman’s, Inc. and its wholly-owned subsidiary, unless the context requires otherwise. The Company’s only subsidiary is RH Roanoke, Inc., which operated a Company-owned non-traditional location which was discontinued on August 11, 2026.

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

Noble Roman’s Pizza for Non-Traditional Locations

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

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

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

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

The Company refocused its development plans toward selling more non-traditional franchises in convenience stores as a result of the pandemic coming to an end and the owners of such non-traditional locations becoming more willing to look at expansion options and to invest in their growth. The focus on selling more non-traditional franchise locations, including several locations with higher-than-average potential volumes, is ongoing. The Company has sold many units yet to be opened and still has a significant pipeline of prospects to expand the number of non-traditional franchise locations in operation.

Noble Roman’s Craft Pizza & Pub

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

The Noble Roman’s Craft Pizza & Pub provides for a selection of approximately 40 different toppings, cheeses and sauces from which to choose. Beer and wine also are featured, with approximately 14 different beers on tap including both national and local craft selections. Wines include approximately 12 affordably priced options by the bottle or glass in a range of varietals. Beer and wine service is provided at the bar and throughout the dining room.

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

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

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

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Business Strategy

The Company is focused on revenue expansion while carefully managing corporate-level overhead expenses. The Company’s development plans stress selling more non-traditional franchises specifically focusing on growth within the convenience store and travel plaza venue. The Company has a significant pipeline of leads and prospects for future non-traditional franchise sales as well as a significant number of franchised locations sold but not yet open.

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

		Non-Traditional				Traditional Stand-Alone
Either a Noble Roman’s Pizza or Craft Pizza & Pub		$	2,750			$	30,000	(1)

(1) With the sale of multiple traditional stand-alone franchises to a single franchisee, the franchise fee for the first unit is $30,000, the franchise fee for the second unit is $25,000 and the franchise fee for the third unit and any additional unit is $20,000 each.

Business Operations

Distribution

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

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

Financial Summary

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

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

		Three months ended September 30,																Nine months ended September 30,
Description		2025								2026								2025								2026
Revenue		$	2,286,707				100	%		$	2,166,285				100	%		$	6,630,583				100	%		$	6,474,085				100	%
Cost of sales			475,841				20.8				449,391				20.7				1,371,714				20.7				1,313,082				20.3
Salaries and wages			633,856				27.7				612,027				28.3				1,857,944				28.0				1,801,359				27.8
Facility cost including rent, common area and utilities			420,676				18.4				453,950				20.9				1,242,025				18.7				1,325,646				20.5
Packaging			74,238				3.3				76,577				3.5				218,458				3.3				221,642				3.4
Third-party delivery fees			37,539				1.6				65,817				3.0				142,823				2.2				236,343				3.7
All other operating expenses			351,863				15.4				368,293				17.0				1,060,920				16.0				1,068,197				16.5
Total expenses			1,994,013				87.2				2,026,055				93.5				5,893,883				88.9				5,966,269				92.2
Margin contribution		$	292,694				12.8	%		$	140,230				6.5	%		$	736,700				11.1	%			507,816				7.8	%

Revenue is recognized in the Craft Pizza & Pub venue as it is incurred by each location.

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

Description		Three months ended September 30,																Nine months ended September 30,
		2025								2026								2025								2026
Royalties and fees franchising		$	1,467,655				100	%		$	1,629,093				100	%		$	4,367,815				100	%		$	4,759,683				100	%
Salaries and wages			222,822				15.2				222,047				13.6				608,789				13.9				651,004				13.7
Franchise promotion expense			22,172				1.5				(3,752	)			(.2	)			111,393				2.6				77,168				1.6
Travel and auto			42,163				2.9				27,784				1.7				97,843				2.2				85,770				1.8
All other operating expenses			172,841				11.8				187,348				11.5				583,166				13.4				461,125				9.7
Total expenses			459,998				31.3				433,427				26.6				1,401,190				32.1				1,275,067				26.8
Margin contribution		$	1,007,657				68.7	%		$	1,195,666				73.4	%		$	2,966,625				67.9	%		$	3,484,616				73.2	%

Revenue from royalties is recognized as income when reported by the franchisee; from allowances based on the timing of the usage to each franchisee as reported by the distributors; revenue on current franchise fees are recorded as income when received; and franchise fees from previous franchise agreements with a higher franchise fee that were deferred are recognized as income when they are amortized over the term of each individual franchise.

The following table sets forth the revenue, expense and margin contribution of the Company-owned non-traditional venue, which is now incorporated into discontinued operations, showing the percentage relationship to its revenue. This location was discontinued on August 11, 2026.

Description		Three months ended September 30,																Nine months ended September 30,
		2025								2026								2025								2026
Revenue		$	331,812				100	%		$	111,284				100	%		$	921,409				100	%		$	661,549				100	%
Total expenses			303,929				91.6				120,107				107.9				871,523				94.6				665,414				100.6
Margin contribution (loss)		$	27,883				8.4	%		$	(8,823	)			(7.9	)%		$	49,886				5.4	%		$	(3,865	)			(.6	)%

Results of Operations

Company-Owned Craft Pizza & Pub

The revenue from this venue decreased from $2.287 million to $2.167 million for the three-months ended September 30, 2026 compared to the corresponding period in 2025, and decreased from $6.63 million to $6.47 million for the nine-month period ended September 30, 2026 compared to the corresponding period in 2025. The decrease in both the three and nine-month periods resulted from a decrease in same store sales that began with the start of the Iran conflict and the subsequent issues with discretionary consumer spending related to gas and other prices.

Cost of sales, as a percentage of revenue, decreased from 20.8% to 20.7% for the three-month period and from 20.7% to 20.3% for the nine-month period ended September 30, 2026 compared to the corresponding periods in 2025. The Company has incurred significant increases in product cost but has been able to offset that extra cost after negotiations with manufacturers and with internal adjustments to operating systems and by strategically combining a mix of value and premium product marketing efforts.

Salaries and wages, as a percentage of revenue, increased from 27.7% to 28.3% for the three-month period and from 28.0% to 27.8% for the nine-month period ended September 30, 2026 compared to the corresponding periods in 2025. The cost of salaries and wages has increased significantly due to the competitive environment for available management caused by a general market shortage, which has been partially offset by transferring some job responsibilities from higher paid positions to lower paid ones.

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Gross margin contribution as a percentage of revenue decreased from 12.8% to 6.5% and from 11.1% to 7.8% for the three-month and nine-month periods ended September 30, 2026 compared the corresponding periods in 2025. The decrease in margin was the result of the decrease in revenue cited above.

Franchising

Total revenue increased from $1.47 million to $1.63 million and $4.37 million to $4.76 million for the three-month and nine-month periods ended September 30, 2026, compared to the comparable periods in 2025. Franchising revenue reflected increases in both the three-month and nine-month periods over the corresponding periods in 2025 because of the increase in the number of franchise locations opened. The number of stores opened was approximately 60 units per year for the prior three years and the current estimate is to open approximately 65 units in 2026. During the fourth quarter of 2022, the Company recognized that with the pandemic winding down non-traditional locations, particularly in the convenience store and travel plaza segments, were strongly considering better food options to grow their business and increase their margins. By shifting emphasis to growth in the non-traditional segment the Company was able to pursue the new opportunity and at the same time slightly decrease overhead. The interest in new sales opportunities in the convenience store and travel plaza segments are continuing, and with the new franchise agreements sold and a backlog of prospects, the Company expects the revenue trend to continue increasing.

Salaries and wages, franchise promotion expense, insurance and other operating costs as a percentage of revenue were 26.6% and 26.8% for the three-month and nine-month periods ended September 30, 2026, respectively, compared to 31.3% and 32.1% for the corresponding periods in 2025, respectively. These reductions reflect increased revenue with little change in operating costs, and the Company currently expects this trend to continue in the near term.

Margin contribution was 73.4% and 73.2%, as a percentage of revenue, for the three-month and nine-month periods ended September 30, 2026, respectively, compared to 68.7% and 67.9% for the comparable periods in 2025, respectively. The significant increase in margin contribution reflects the continued growth in revenue without significant growth in overhead.

Company-Owned Non-Traditional Location

This location was discontinued on August 11, 2026. Prior to being discontinued gross revenue was $111,284 and $661,549 during the three-month and nine-month periods ended September 30, 2026, respectively, compared to $331,812 and $921,409 for the comparable periods in 2025, respectively.

This location, operating approximately 16 hours per day with a very extensive menu within a hospital cafeteria, was previously acquired by the Company, largely as a demonstration location for venues significantly more complex than the convenience store venue. After completing a hospital renovation and deciding to internalize all food operations, the hospital determined not to renew its management agreement with the Company. In any event, given its current convenience store growth focus, the Company no longer needs to operate such a unit, and the hospital contractual and operating arrangements were such that the location was not financially productive for the Company. The Company does not intend to operate any more Company-owned non-traditional locations. The results of this venue were removed from current operations and consolidated in discontinued operations for all periods shown.

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Corporate Level Results of Operations

Depreciation and amortization was $104,408 and $305,549 for the three-month and nine-month periods ended September 30, 2026, respectively, compared to $97,465 and $293,545 for the comparable periods in 2025, respectively. Depreciation remains relatively constant as the Company has not added any new company-owned locations in the last three years.

General and administrative expenses were $674,748 and $1,904,671 for the three-month and nine-month periods ended September 30, 2026, respectively, compared to $554,897 and $1,548,409 for the comparable periods in 2025, respectively. The Company increased its nine-months general and administrative expenses while building more non-traditional sales while preparing for more growth in the future. The Company does not currently expect those expenses to grow significantly in the future though the rate of annual additions to non-traditional locations is expected to continue and accelerate.

Operating income was $556,034 and $1,821,398 for the three-month and nine-month periods ended September 30, 2026, respectively, compared to $705,467 and $1,925,804 for the comparable periods in 2025, respectively. This decrease in operating income for the nine-month period was primarily the result of same store sale decreases in the Company-owned restaurants (for the reasons cited above) in addition to an increase in the general and administrative expenses in preparation for more rapid expansion in the non-traditional locations.

Interest expense was $167,071 and $1,020,522 for the three-month and nine-month periods ended September 30, 2026, respectively, compared to $405,534 and $1,156,870 for the comparable periods in 2025, respectively. The decrease in interest expense was primarily the result of the Company obtaining new financing on June 10, 2026 wherein it repaid all existing debt including the debt to Corbel, the Company’s subordinated debt and the elimination of all outstanding warrants owned by Corbel. The new debt calls for an interest rate of SOFR, as defined in the agreement, plus 4%, which is currently approximately 7.9%. In addition, all of the Company’s debt at the present time is being amortized over a 60-month period. Going forward, there are no remaining warrants outstanding to affect future dilution.

As a result of the above factors, excluding the loss on discontinued operation from the non-productive company-owned non-traditional location, net income before accrual for income tax was $388,963 and $800,876 for the three-month and nine-month periods ended September 30, 2026, respectively, compared to $667,341 and $1.14 million for the comparable periods in 2025, respectively. The amount for both the three-month and nine-month periods in 2025 included an increase in net income as a result of a decrease in value of warrants of $367,408 in both the three-month and nine-month periods. Net income before income tax is important as there will be no cash payments for income tax in the next several years because of the company’s deferred tax asset. The income taxes accrued are applied against the deferred asset credit rather than being paid in cash.

Liquidity and Capital Resources

The Company’s current ratio was 1.4-to-1 as of September 30, 2026 compared to .40-to-1 as of December 31, 2025. This improvement was the result of the new financing from Lake Forest Bank & Trust Company, N.A (the “Bank”) and continued profitable operations. The new Bank loan proceeds were used to repay Corbel Capital Partners SBIC, L.P. (“Corbel”), all outstanding subordinated debt, and to purchase from Corbel all of the outstanding warrants owned by Corbel, in addition to paying the related costs of the Bank loan.

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The new Bank senior loan in the principal amount of $6,900,427 is secured by all tangible and intangible assets of the Company and is scheduled to be repaid monthly over a period of five years with an interest rate of SOFR, as defined in the agreement, plus 4% per annum payable in arrears on the declining loan balance. The new Bank loan and the disbursement of its proceeds occurred on June 10, 2026 and for the first 30 days, or until July 10, 2026, was interest only and was paid in arrears. The Bank loan contains certain financial and other covenants. The Company ascertained that it was in compliance with all covenants as of September 30, 2026.

In view of the financing, as described above, as well as the Company’s cash flow projections, the Company believes it will have sufficient cash flow to meet its obligations and to carry out its current business plan for the foreseeable future. The Company’s cash flow projections for the next two years are primarily based on the Company’s strategy of growing the non-traditional franchising venue and operating its existing Craft Pizza & Pub locations.

The Company does not anticipate that any of the recently issued pronouncements relating to the Financial Accounting Standards Board will have a material impact on its consolidated financial statements.

Forward-Looking Statements

The statements contained above in Management’s Discussion and Analysis concerning the Company’s future revenues, profitability, financial resources, financing efforts, market demand and product development are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) relating to the Company that are based on the beliefs of the management of the Company, as well as assumptions and estimates made by and information currently available to the Company’s management. The Company’s actual results in the future may differ materially from those indicated by the forward-looking statements due to risks and uncertainties that exist in the Company’s operations and business environment, including, but not limited to competitive factors and pricing and cost pressures, the Company’s ability to service its loan, the emergence or spread of human or animal pandemics (such as COVID-19 or the Avian Bird Flu), non-renewal of franchise agreements or contemplated openings not occurring, shifts in market demand, the success of franchise programs, general economic conditions, war or other global or regional disruptions, changes in demand for the Company’s products or franchises, the impact of franchise regulation, the success or failure of individual franchisees, general inflation, other changes in prices or supplies of food ingredients and labor, and as well as the factors discussed under “Risk Factors” contained in the Annual Report for 2025 on Form 10-K. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s exposure to interest rate risk relates primarily to its variable-rate debt. As of September 30, 2026, the Company had outstanding variable interest-bearing debt in the aggregate principal amount of $6.7 million. The Company’s current borrowings, as of September 30, 2026, are at a variable rate tied to SOFR plus 4.0% per annum adjusted on a monthly basis. Based on its current debt structure, for each 1% increase in SOFR the Company would incur increased interest expense of approximately $65,000 over the succeeding 12-month period.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as of September 30, 2026. Based on that evaluation, management concluded that the Company's disclosure controls and procedures were effective because the material weakness in internal control over financial reporting previously disclosed in the Company's 2025 Form 10-K had been remediated as of September 30, 2026. Management believes that the condensed consolidated financial statements included in this Form 10-Q fairly present, in all material respects, the Company's financial position, results of operations and cash flows in conformity with U.S. GAAP.

Remediation of Material Weakness

The previously identified material weakness had related primarily to deficiencies in the Company's financial reporting and period-end close process, including the timely preparation, reconciliation, documentation and review of certain account balances and financial reporting matters. Management continued remediation efforts during the quarter ended September 30, 2026. The enhanced controls had operated for a sufficient period to conclude that the material weakness had been remediated.

Changes in Internal Control Over Financial Reporting

Except for the remediation activities described above, there were no changes in the Company's internal control over financial reporting during the quarter ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.

The Company is not involved in material litigation against it.

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

None.

ITEM 5. Other Information.

Not applicable.

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ITEM 6. Exhibits.

Index to Exhibits

Exhibit Number		Description
3.1		Amended Articles of Incorporation of the Registrant, filed as an exhibit to the Registrant’s Amendment No. 1 to the Post-Effective Amendment No. 2 to Registration Statement on Form S-1 filed July 1, 1985 (SEC File No.2-84150), is incorporated herein by reference.
3.2		Amended and Restated By-Laws of the Registrant, as currently in effect, filed as an exhibit to the Registrant’s Form 8-K filed December 23, 2009, is incorporated herein by reference.
3.3		Articles of Amendment of the Articles of Incorporation of the Registrant effective February 18, 1992 filed as an exhibit to the Registrant’s Registration Statement on Form SB-2 (SEC File No. 33-66850), ordered effective on October 26, 1993, is incorporated herein by reference.
3.4		Articles of Amendment of the Articles of Incorporation of the Registrant effective May 11, 2000, filed as Annex A and Annex B to the Registrant’s Proxy Statement on Schedule 14A filed March 28, 2000, is incorporated herein by reference.
3.5		Articles of Amendment of the Articles of Incorporation of the Registrant effective April 16, 2001 filed as Exhibit 3.4 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.
3.6		Articles of Amendment of the Articles of Incorporation of the Registrant effective August 23, 2005, filed as Exhibit 3.1 to the Registrant’s current report on Form 8-K filed August 29, 2005, is incorporated herein by reference.
3.7		Articles of Amendment of the Articles of Incorporation of the Registrant effective February 7, 2017, filed as Exhibit 3.7 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) filed April 25, 2017, is incorporated herein by reference.
4.1		Description of Registered Securities, dated May 11, 2022, filed as Exhibit 4.1 to the Registrant’s Form 10-Q, is incorporated herein by reference.
4.2		Specimen Common Stock Certificates filed as an exhibit to the Registrant’s Registration Statement on Form S-18 filed October 22, 1982 and ordered effective on December 14, 1982 (SEC File No. 2-79963C), is incorporated herein by reference.
10.1*		Employment Agreement with Paul W. Mobley dated January 2, 1999 filed as Exhibit 10.1 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.
10.2*		Employment Agreement with A. Scott Mobley dated January 2, 1999 filed as Exhibit 10.2 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.
10.3		Credit Agreement dated as of June 10, 2026, by and among the Registrant, and Lake Forest Bank & Trust Company, N.A. is was filed with Form 10-Q dated August 12, 2026 and is incorporated herein by reference.
21.1		Subsidiaries of the Registrant filed in the Registrant’s Registration Statement on Form SB-2 (SEC File No. 33-66850) ordered effective on October 26, 1993, is incorporated herein by reference.
31.1		C.E.O. Certification under Rule 13a-14(a)/15d-14(a)
31.2		C.F.O. Certification under Rule 13a-14(a)/15d-14(a)
32.1		C.E.O. Certification under 18 U.S.C. Section 1350
32.2		C.F.O. Certification under 18 U.S.C. Section 1350
101		Interactive Financial Data

*Management contract or compensation plan.

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SIGNATURES

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

	NOBLE ROMAN’S, INC.
Date: November 12,2026	By:	/s/ Paul W. Mobley
		Paul W. Mobley, Executive Chairman,
		Chief Financial Officer and Principal
		Accounting Officer (Authorized Officer and

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