The OLB Group (OLB) files 10-K amendment adding auditor consent

Rhea-AI Filing Summary

The OLB Group, Inc., a Delaware corporation listed on the Nasdaq Capital Market under the symbol OLB, filed Amendment No. 1 to its annual report for the year ended December 31, 2025. The amendment is filed solely to add Exhibit 23.1, the consent of RBSM LLP, and to provide currently dated certifications from the chief executive officer and chief financial officer.

No financial statements or other disclosures are revised; prior financial statements and schedules remain as in the original filing. As of the last business day of its most recently completed second fiscal quarter, the aggregate market value of non-affiliate common equity was $3,343,377 based on 1,114,459 non-affiliate shares at $3.00 per share. As of August 13, 2026, there were 24,027,930 shares of common stock outstanding.

Key Figures

Non-affiliate equity value: $3,343,377 Non-affiliate shares: 1,114,459 shares Reference share price: $3.00 per share +1 more

4 metrics

Non-affiliate equity value $3,343,377 Aggregate market value of voting and non-voting common equity held by non-affiliates

Non-affiliate shares 1,114,459 shares Non-affiliate shares outstanding at $3.00 per share on last business day of most recent second fiscal quarter

Reference share price $3.00 per share Price at which common shares were last sold on the last business day of the most recently completed second fiscal quarter

Shares outstanding 24,027,930 shares Common stock outstanding as of August 13, 2026

Key Terms

well-known seasoned issuer, smaller reporting company, emerging growth company, Inline XBRL

4 terms

well-known seasoned issuer regulatory

"if the registrant is a well-known seasoned issuer, as defined in Rule 405"

A well-known seasoned issuer (WKSI) is a large, established public company that meets regulatory size and reporting tests and is granted special, faster options to sell new securities to raise money. Think of it like a trusted borrower with a standing credit line: investors and markets see it as more familiar and the company can access capital quickly with less paperwork, which can affect share supply and investor returns.

smaller reporting company regulatory

"See the definitions of large accelerated filer, accelerated filer, smaller reporting company"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

emerging growth company regulatory

"See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

"Inline XBRL Instance Document 101.INS and related Inline XBRL documents"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

What is the purpose of The OLB Group (OLB) Amendment No. 1 to its annual report?

The amendment is filed solely to add Exhibit 23.1, the consent of RBSM LLP, and to include updated CEO and CFO certifications. It does not change any financial statements or other disclosures from the original annual report.

Does The OLB Group (OLB) Amendment No. 1 change 2025 financial results?

No, the amendment makes no changes to 2025 financial statements or schedules. It only adds the auditor’s consent and refreshed officer certifications, with all original financial information remaining as previously filed.

What is the aggregate market value of The OLB Group (OLB) non-affiliate equity?

The aggregate market value of non-affiliate common equity is $3,343,377, based on 1,114,459 non-affiliate shares at $3.00 per share on the last business day of the most recently completed second fiscal quarter.

How many The OLB Group (OLB) shares were outstanding as of August 13, 2026?

As of August 13, 2026, The OLB Group had 24,027,930 shares of common stock outstanding. This figure reflects total issued and outstanding common shares at a par value of $0.0001 per share.

Is The OLB Group (OLB) listed on a national securities exchange?

Yes, The OLB Group’s common stock, par value $0.0001 per share, trades under the symbol OLB on The Nasdaq Capital Market, as indicated in the company’s cover disclosure.

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Available on EDGAR 08/14/2026 - 04:35 PM Accepted by SEC EDGAR 08/14/2026 - 04:30 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

  For the Fiscal Year Ended December 31, 2025

☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from                 to                 

Commission File Number: 000-39435

THE OLB GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		13-4188568
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1120 Avenue of the Americas, 4^th Floor, New York, NY 10036

(Address of Principal Executive Offices with Zip Code)

Registrants telephone number, including area code (212) 278-0900

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

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, $0.0001 par value		OLB		The Nasdaq Capital Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☒

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 and post 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 the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). ☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates: $3,343,377 based on 1,114,459 non affiliate shares outstanding at $3.00 per share, which is the price at which the registrants common shares were last sold on the last business day of the registrants most recently completed second fiscal quarter.

As of August 13, 2026, there were 24,027,930 shares of the registrants common stock, par value $0.0001 per share, outstanding.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (Amendment No. 1) to the Annual Report on Form 10-K of The OLB Group, Inc. for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission (SEC) on April 1, 2026 (the Original Filing), is being filed solely to file Exhibits 23.1, the consent of RBSM LLP.

In addition, pursuant to the rules of the SEC, the exhibit list included herein reflects currently-dated certifications from the Companys principal executive officer and principal accounting officer, which are filed as exhibits to this Amendment No. 1.

Except for the foregoing amended information, this Amendment No. 1 does not amend or update any other information contained in the Original Filing or reflect any events that have occurred after the filing date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.

i

PART IV

Item 15. Exhibits and Financial Statement Schedules and Reports on Form 10-K

(a) List of documents filed as part of this Amendment No. 1:

(1) Financial Statements

No financial statements are filed with this Amendment No. 1. These items were included as part of the Original Filing.

(2) Financial Statement Schedules

None.

(3) The following exhibits are either filed as part of this Annual Report on Form 10-K/A:

1

EXHIBIT INDEX

Exhibit No.		Description
23.1*		Consent of RBSM LLP.
31.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Chief Executive Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of the Chief Financial Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Inline Cover Page Interaction Data File (embedded within the Inline XBLR document)

*	Filed herewith.
**	Furnished herewith.

2

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A (Amendment No. 1) to be signed on its behalf by the undersigned.

	The OLB Group, Inc.
Date: August 14, 2026	By:	/s/ Ronny Yakov
		Ronny Yakov
		Chief Executive Officer
Date: August 14, 2026	By:	/s/ Rachel Boulds
		Rachel Boulds
		Chief Financial Officer

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