GOLD 10-K & 10-Q changes, risk factors and insider trading

The following summary provides an overview of the material risks we are exposed to in the normal course of business. This risk factor summary does not contain all of the risk related information that may be important to you, and you should read these together with the more detailed discussion of risks set forth following this section, as well as elsewhere in this report under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Additional risks beyond those summarized below, or discussed elsewhere in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may apply to our activities or operations as currently conducted or as we may conduct them in the future, or to the markets in which we currently operate or may in the future operate.

Our business is heavily dependent on our creditability facility,to obtain financing, and the failure to renew or replace thisour credit facility and other financing products could limit our ability to conduct our business and have other adverse consequences.

We are dependent on key management, particularly our CEO, Mr. GregGregory Roberts.

We derive a significant portion of our business outside the United States, and are subject to the risk of foreign operations, particularly in the PeoplesPeople's Republic of China as a result of our acquisition of LPM.

Tariffs that have recently been announcedimposed or threatened may result in higher costscosts, toreduce usour of gold and silver products,margins, and if reciprocalretaliatory tariffs were enacted,imposed mayin increaseforeign pricesjurisdictions, demand for our foreignproducts customers.in those jurisdictions may decline.

Our Wholesale Sales and& Ancillary Services segment is dependent on our relationships with government mints.

Our Wholesale Sales and& Ancillary Services segment is at times dependent on a concentrated customer base.

WeThere recentlyis acquiredno theassurance that our Stack’s Bowers Gallery auction business, but there is no assurance that itbusiness will obtain rights to auction major collections needed to make the business successful.

Because retail investors are more vulnerable to economic loss, we may be subject toexperience claims of unfair business practices that could subject us to government enforcement actions.

Our Direct-to ConsumerDirect-to-Consumer segment is subject to intense competition from other online retailers, traditional coin stores and general online merchandisers.

Our strategy for growing our direct-to-consumer business includes acquisitions that may be unsuccessful.

RecentlyRules enacted rules in California and the European Union, and by the SEC,Union will require us to spend considerable time and resources on environmental reporting.

Members of our board and management own or represent owners of approximately 23%29% of our outstanding common stock, and acting together can exert substantial influence over matters submitted to stockholders for their vote.

The demand for our products and our profitability ultimately dependsdepend on preferences and perceptions regarding the desirability of owning precious metals, but those preferences and perceptions are subject to change.

While the Company operates at both the wholesale and direct-to-consumer levels, the demand for our products is dependent upon the perceptions and preferences in the global market regarding the ownership of precious metals and numismatics. These perceptions and preferences depend on a variety of factors, including world events (as discussed more fully below), business and economic conditions, inflationary and other currency related trends, the rise and attractiveness of cryptocurrencies and other digital assets and alternative investment opportunities. All such factors may change over time and as a consequence the results of our operations, profitability and stock price may vary over both the short and the long term.

We are alert to the special sensitivity of our business to economic, social and political trends and events, and we attempt to project their effects on our business over the long term. For example, we have placed increasing emphasis on our direct-to-consumer business, in anticipation that the economic uncertainties, market volatilities and global challenges that we face will continue to make investment in precious metals and numismatics more attractive to individual consumers. There can be no assurance, however, that we will be correct in our assessments of market trends or evolving business and consumer preferences, or that, even if our judgments are correct, our response to projected trends and preferences will be timely or effective. Moreover, because of the sensitivity of our business to macro-economic, social and political circumstances, there may be no effective strategy to insulate us from the adverse effects that these circumstancesfactors could have on our business.

Our business is heavily dependent on our creditability facility.to obtain financing.

Our business depends substantially on our ability to obtain financing for our operations. On December 21, 2021, we entered into a committed facility provided by a syndicate of financial institutions (the “Trading Credit Facility”), which, as of June 30, 2025,2026, provided for a total revolving commitment of up to $467.0$427.5 million and a termination date of September 30, 2026.2027. TheIn 2026 we began leasing precious metals from Tether, a related party. While our liquidity in recent months has been provided primarily by precious metals leases, a majority of which are from Tether, prior to this, our liquidity was generally provided by our Trading Credit FacilityFacility. wasWe amended and restated in August 2025; see Note 17 for additional information. The Trading Credit Facility provides the Company with the liquidity to buy and sell billions of dollars of precious metals annually. A-Mark routinely usesuse funds drawn under the Trading Credit FacilityFacility, through our precious metals leases, and through other financing products to purchase metals from itsour suppliers and for operating cash flow purposes. Our CFC subsidiary also uses thethese funds drawn under the Trading Credit Facility to finance certain of its lending activities.

We will require adequate sources of liquidity to fund both our existing business and our strategy for expansion,expansion evidencedthrough byorganic our acquisition of JMBgrowth and otheropportunistic acquisition activity.acquisitions. Currently, our main sources of liquidity are the cash that we generate from operations, precious metals leases, and our borrowing availability under the Trading Credit Facility. There can be no assurance that our sources of liquidity will be adequate to support the growth that we are hoping to achieve or that additional sources of financing for this purpose, in the form of additional debt or equity financing, will be available to us, on satisfactory terms or at all. Also, the Trading Credit Facility contains, and any future debt financing is likely to contain, various financial and other restrictive covenants. The need to comply with these covenants may limit our ability to implement our growth initiatives.

As a result of various macro-economic factors, businesses in a variety of industries have experienced difficulty in obtaining the source materials required for their operations. We require coin and other bullion products, particularly products manufactured by government mints, for resale to our customers,customers. andWe silveralso require precious metals for the productionsproduction of bullion barsbars, rounds and roundsblanks by our Minting & Refining Division, consisting of our Silver Towne Mint.Mint and our recently acquired Sunshine Minting subsidiary. We have multiple sources for obtaining the bullion products which we resell to our customers, and our relationships with major refiners have to date provided us with an adequate source of material for our minting operations. We also maintain a supply of metal in case we experience a shortage of raw materials for our SilverMinting Towne& Mint.Refining Division. However, while we do not currently anticipate that our business will suffer as a consequence of problems in the national and global supply chains, we cannot assure you that this will continue to be the case. Our operations could be adversely impacted if we did not have an adequate source of supply for our SilverMinting Towne& Mint,Refining Division, particularly if we expand our minting operations to meet increased demand, or if supply chain disruptions significantly interfered with our sources of coin and bullion for resale. If significant supply chain constraints were to occur, we might be required to cut back on our minting operations or we might be unable to timely satisfy customer requirements for coin and bullion products. This could lead to a loss of sales and could adversely impact our reputation.

Our strategic vision and performance are dependent on Gregory Roberts, our Chief Executive Officer, other members of our senior management and certain other key employees. We have an employment agreement with Mr. Roberts which expires in June 2027. We also have employment agreements with Thor Gjerdrum, our President, and Brian Aquilino, our Chief Operating Officer, which expire in June 2028, and Robert Pacelli, Executive Vice President of Innovation and Strategic Initiatives and Chief Executive Officer and President of JMB, which expires in June 2026.2029.

We rely extensively on computer systems to execute trades and process transactions, and we could suffer substantial damageseconomic injury if the operation of these systems were interrupted.

We rely on our computer and communications hardware and software systems to execute a large volume of trading transactions each year. Our dependence on computer and communications technology increased with the acquisition of JMB, whose sales are conducted exclusivelyprimarily through the internet. It is therefore critical that we maintain uninterrupted operation of these systems, and we have invested considerable resources to protect our systems from physical compromise and security breaches and to maintain backups and redundancy. Nevertheless, our systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches, including breaches of our transaction processing or other systems, catastrophic events such as fires, tornadoes and hurricanes, and usage errors by our employees. Breaches, damage or malfunctions affecting our systems may require significant investment for repair or replacement, and could interrupt our ability to provide quotations or trading services, or to conduct our e-commerce business.

We are also subject to ransomware attacks, in which malicious actors may seek to deprive us of access to our computer systems unless we pay substantial fees, and, if personal data were compromised, such attacks could result in costly investigation, litigation or regulatory fines. See also “Risk Factors of General Applicability—If our customer data were breached, we could suffer damages and loss of reputation;” and “—New rules have recently become effective that will require the Company to provide disclosures regarding cybersecurity management and events.”

The Company has minority investments in several entities engaged in precious metal marketing;marketing, but as a minority investor the Company is not able to exercise absolute control over these entities.

Russia is continuing to engage in its military action against Ukraine. In response, the U.S.United States and certain other countries imposed significant sanctions and export controls, and could impose further sanctions and controls, against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations. The conflict has also created uncertainty regarding, and potential shortages of, grain and fossil fuel supplies in Europe and elsewhere. It is not possible to predict the broader consequences of this conflict, which could materially adversely affect global trade, currency exchange rates, regional economies and the global economy, and its impact on us. We could benefit from the resulting uncertainty and instability, as it may encourage investors to seek perceived safety in the ownership of precious metals. On the other hand, we have a marketing support operation in Austria and have significant business in Germany and other parts of Europe that could be materially and adversely affected by the continuing or expanded military activity in that region. Israel’s military action against Hamas in Gaza, the hostilities between Israel and Iran, particularly with respect to Iran’s nuclear program, and the attacks by the Houthis in Yemen against Israel and commercial shipping in the Red Sea have the potential for further disruption of the economic markets. The Company has no operations in the Middle East at the current time. However, events there could result in political turmoil in Europe, which could directly affect our operations there, and could adversely affect the business that we conduct with customers in the Middle East and other parts of the world. Also, the turmoil in the Middle East could have global economic effects that are the same as or more severe than those of the war in the Ukraine, with similar consequences for our business. In particular, a depressing effect on the global economy as a consequence of the military action in Ukraine and the Middle East could dampen our business activity and reduce the demand for our products and services.

The Company’s recent acquisition of the precious metals business of LPM in Hong KongKong, its recently acquired joint venture of a minting facility in Shanghai, China, and its strategy to expand its presence in the Far East may be adversely affected by escalating diplomatic tensions between the United States and the PeoplesPeople's Republic of China. Future sanctions, export controls, outbound investment restrictions and other regulatory measures adopted by the United States, China or other jurisdictions may adversely affect the Company's operations, counterparties, sourcing activities or expansion plans in the region. Also, the conflicting claims and military presence of the PeoplesPeople's Republic of China and other countries, including the United States, in the South China Sea may have negative repercussions both for the Company’s operations in the Far East region as well as the precious metals markets more broadly.

The unprecedentedsubstantial growth of the business of the Company in recent years may be attributedattributed, in part, to a high degree of volatility in the financial markets, resulting from various geopolitical, macroeconomic, military and global uncertainties and events. In this environment, consumers may have sought perceived financial safety in precious coins and metals. Our stock price responded favorably to these unprecedented circumstances as well.

The Company’s acquisition of LPM, a precious metals business located in Hong Kong, reflects the Company’s efforts to increase its presence in Asia, particularly the Far East. There can be no assurance that the Company’s expansion efforts in the Far East will be successful. Moreover, there are particular regulatory, as well as other, challenges to conducting business in the PeoplesPeople's Republic of China, and as a result certain foreign businesses have recently been decreasing their presence there. The Company may encounter similar challenges, which may impede the Company’s expansion efforts in the region.

Recently announced changes to U.S. trade policy, including recently announced tariffs, and planned additional tariffs, could adversely affect our business.

We have customers in various foreign jurisdictions. We are also an authorized distributor of gold and silver coins from all major sovereign mints, including the Australian (Perth) Mint, the Austrian Mint, the Royal Canadian Mint, the China Mint andMint, Banco de Mexico.Mexico, Thethe impositionSouth ofAfrican Mint (Rand Refinery) and the Royal Mint (United Kingdom). If retaliatory tariffs andor other trade restrictions by the United States may result in higher costs to us of the gold and silver products we sell or distribute, which we may be unable to pass on to our customers. If retaliatory tariffs are imposed by foreign jurisdictions, theyor mayif resulttrade indisputes higherotherwise pricesreduce thatmarket ouraccess customersor inincrease thosedelivered jurisdictionsprices, mustdemand pay to purchasefor our bullion and numismatic products,products whichin those jurisdictions may reduce demand there for our products. Inflationary pressures and higher interest rates that may result generally from increased trade regulation may also adversely affect us. See “The current inflationary and high interest rate environment may adversely affect our costs and expenses and the demand for our products.”decline. Increased trade regulation may also adversely affect inflation, interest rates, logistics costs, consumer discretionary spending and our strategy for expansion in international markets, particularly in China, where our LPM subsidiary conducts business, and other Far Eastern jurisdictions.growth.

We are monitoring and evaluating anythe potential impactsimpact that increasedexisting tariffs under Section 122, changing tariff exemptions, and otherongoing tradeSection restrictions232 and Section 301 investigations may have on our business,business and are considering ways into whichmitigate we may offset thesethose impacts. There iscan be no assurance, however, that we will be successful in mitigatingdoing theso, effectsor that future U.S. or foreign trade measures will not have a material adverse effect on usour of increased trade regulation in the current environment.business.

The United States and other world economies are currently experiencing higha interestsignificant rates and haveuptick in recentthe years experienced high levelslevel of inflation. AlthoughInterest inflationaryrates, pressureswhile they have recently eased,come increasingdown, tariffsremain andhigh threatsin ofcomparison ato traderates warin have raised concerns of athe period of2010 renewedto inflation.2022. Certain investors, including customers of our Direct-to-Consumer segment, may regard precious metal products as a hedge against inflation and high interest rates, which could positively affect demand for our goods and services. However, inflation may also increase our operational expenses, which because of the nature of our business we cannot generally pass along to our customers. Our Trading Credit Facility bears interest at a variable rate of interest, so that higher interest rates would also increase our cost of borrowing under that facility, and higher interest rates may also increase the costs under our product financing arrangements. We may be unable to compensate for these increases through higher interest income and other fees and charges received from our counterparties. Also, inflation, together with high interest rates, may reduce discretionary spending among consumers, thereby reducing product demand in the retail sector.

A-Mark’sGold.com’s business is heavily dependent on its purchaser/distributorship arrangements with various governmental mints. Our ability to offer numismatic coins and bars to our customers on a competitive basis is based on the ability to purchase products directly from a government source. The arrangements with the governmental mints may be discontinued by them at any time. The loss of an authorized purchaser/distributor relationship, including with the U.S. Mint, could have a material adverse effect on our business.

The business of buying and selling precious metals is global and highly competitive. The Company competes with precious metals firms and banks throughout North America, Europe and elsewhere in the world, some of whom have greater financial and other resources, and greater name recognition, than the Company. We believe that, as a full-service firm devoted exclusively to precious metals trading and marketing, we offer pricing, product availability, execution, financing alternatives and storage options that are attractive to our customers and allow us to compete effectively. We also believe that our purchaser/distributorship arrangements with various governmental mints give us a competitive advantage in our coin distribution business. However, given the global reach of the precious metals business, the absence of intellectual property protections, and the availability of numerous, evolving platforms for trading in precious metals, we cannot assure you that A-Markthe Company will be able to continue to compete successfully or that future developments in the industry will not create additional competitive challenges.

The Company is subject to risks relating to the operations of its AMSTMinting operations.& Refining Division.

Our AMSTMinting subsidiary,& Refining Division, which operates our Silver Towne Mint,Mint and our Sunshine Minting subsidiaries, depends on critical pieces of equipment which may be out of service occasionally for scheduled upgrades or maintenance or as a result of unanticipated failures or business interruptions. AMST’sThe facilities of our Minting & Refining Division are subject to equipment failures and the risk of catastrophic loss due to unanticipated events such as fires, earthquakes, accidents, or violent weather conditions. AMSTWe hashave insurance to cover certain of the risks associated with equipment damage and resulting business interruption, but there are certain events that would not be covered by insurance, and there can be no assurance that insurance will continue to be available on acceptable terms. One such casualty event recentlyoccurred occurredin recent years as a result of a tornado, which although covered by insurance, temporarily interrupted operations at theSilver mint.Towne Mint.

AMST'sThe ability of our Minting & Refining Division to continue to expand the scope of its services and customer base depends in part on its ability to increase the size of its skilled labor force. In the past,Historically, the demand for skilled personnel has been high and the supply limited. The inability to employ or retain skilled technical personnel could constrain AMST’sthe operations of our Minting & Refining Division and its growth opportunities.

The Company operates its Wholesale Sales & Ancillary Services segment directly under the "A-Mark" brand and through its consolidated subsidiaries, A-Mark Trading AG (“AMTAG”), Transcontinental Depository Services, LLC ("TDS"), A-M Global Logistics, LLC (“AMGL” or "Logistics"), AM&ST Associates, LLC ("AMST" or the "Silver Towne Mint"), AM/LPM Ventures, LLC, which owns a majority interest in LPM Group Limited ("LPM"), Spectrum Group International, LLC, which was formed in February 2025 to acquire all of the stock of Spectrum Group International, Inc. ("SGI"), Pinehurst Coin Exchange, Inc. ("Pinehurst"), which was acquired in February 2025, and AM Precious Metals Singapore PTE Ltd.Ltd., and Sunshine Minting, Inc. ("SMI").

The Wholesale Sales & Ancillary Services segment operates as a full-service precious metals company. We offer gold, silver, platinum, and palladium in the form of bars, plates, powder, wafers, grain, ingots, and coins. We sell morethousands thanof 2,000coin and bar products in a variety of weights, shapes, and sizes for distribution to dealers and other qualified purchasers. We have a marketing support office in Vienna, Austria, a numismatics showroom in Hong Kong,Kong and a trading center in ElCosta Segundo,Mesa, California. The trading center, for buying and selling precious metals, is available to receive orders 24 hours every day, even when many major world commodity markets are closed. InWe additionoffer to Wholesale Sales activity, A-Mark offers itsour customers a variety of ancillary services, including financing, storage, consignment, logistics, and various customized financial programs. As a U.S. Mint-authorized purchaser of gold, silver, platinum, and palladium coins, A-Markwe purchasespurchase product directly from the U.S. Mint, and it also purchasespurchase product from other sovereign mints, for sale to itsour customers.

Through ourits wholly-owned subsidiary TDS, wethe offerCompany offers a variety of managed storage options for precious metals products to financial institutions, dealers, investors, and collectors around the world.

Through its wholly-owned subsidiary AMST, the Company designs and produces minted silver products. Our Silver Towne Mint operations allow us to provide greater product selection to our customers and greater pricing stability within the supply chain, as well as to gain increased access to fabricated silver products during volatile market environments, which have historically created higher demand for precious metals products.

In February 2024, theThe Company acquiredoperates LPM, oneits ofAsia Asia'sheadquarters, largestthrough preciousits metalssubsidiary dealers.AM/LPM HeadquarteredVentures, LLC. Based in Hong Kong, LPM extendsoffers A-Mark'sthe global reach by offering itsCompany's full-service precious metals products and services in Asia and internationally.

Also in February 2025, A-Markthe Company continued its expansion into the bullion adjacent collectible coin market through the acquisition of the remaining outstanding equity interests in Pinehurst Coin Exchange, Inc. ("Pinehurst") it did not previously own. Pinehurst is a leading precious metals broker that services the wholesale and retail marketplace and is one of the nation’s largest e-commerce retailers of modern and numismatic coins on eBay. Pinehurst markets a broad range of bullion and is a leader in selling coins produced by the U.S. Mint, the Royal Canadian Mint, and other highly regarded sovereign mints that have been evaluated by leading grading agencies. Pinehurst's financial results and metrics attributable to its wholesale operations are included in our Wholesale Sales & Ancillary Services segment, and the financial results and metrics attributable to its retail operations are included in our Direct-to-Consumer segment.

The Company operates its Direct-to-Consumer ("DTC") segment through its wholly-owned subsidiaries JM Bullion, Inc. (“JMB”), Goldline, Inc. (“Goldline”), SpectrumSGI, Group International, LLC ("SGI"), Pinehurst Coin Exchange, Inc. ("Pinehurst"),Pinehurst, AMS Holding, LLC ("AMS"), AM LPM Singapore PTE Ltd., Monex Deposit Company ("Monex") and through its investment in Silver Gold Bull, Inc. ("SGB"). JMB currently has several wholly-owned subsidiaries, including: Buy Gold and Silver Corp. ("BGASC"), BX Corporation ("BullionMax"), Gold Price Group, Inc. (“GPG”), Silver.com, Inc. (“Silver.com”), Provident Metals Corp. (“PMC”), and CyberMetals Corp. ("CyberMetals"). Goldline owns 100% of AM IP Assets, LLC ("AMIP"). SGB and Goldline each have a 50% ownership interest in Precious Metals Purchasing Partners, LLC ("PMPP"). As the context requires, references to JMB may include BGASC, BullionMax, GPG, Silver.com, PMC, and CyberMetalsCyberMetals, and references to Goldline may include AMIP and PMPP.

JMB is a leading e-commerce retailer providing access to a broad array of gold, silver, copper, platinum, and palladium products through its websites. JMB owns and operates numerous websites targeting specific niches within the precious metals retail market, including JMBullion.com, ProvidentMetals.com, Silver.com, CyberMetals.com, GoldPrice.org, SilverPrice.org, BGASC.com, BullionMax.com, and Gold.com. Typically, JMB offers approximately 8,000 different products during a fiscal year, measured by stock keeping units or SKUs, on its websites. This number can vary over time, particularly when demand is high and certain SKUs may be out of stock.

In April 2022, JMB commercially launched the CyberMetals online platform, where customers can purchase and sell fractional shares of digital gold, silver, platinum, and palladium bars in a range of denominations. CyberMetals’ customers have the option to convert their digital holdings to fabricated precious metals products via an integrated redemption flow with JMB. These products may be designated by the customer for storage by the Company or shipped directly to the customer.

The Company acquired Goldline in August 2017 through an asset purchase transaction with Goldline, LLC, which had been in operation since 1960. Goldline is a direct retailer of precious metals to the investor community, and markets its precious metal products on television, radio, and the internet, as well as through customer service outreach. Goldline’s subsidiary AMIP manages Goldline’sits intellectual property. PMPP was formed in fiscal 2019 pursuant to terms of a joint venture agreement with SGB, for the purpose of purchasing precious metals from the partners' retail customers, and then reselling the acquired products back to affiliates of the partners. PMPP commenced operations in fiscal 2020.

SGI, which we acquired in February 2025, is the parent company of Stack's Bowers Galleries, which is one of the world's largest rare coin and currency auction houses and a leading wholesale and retail dealer specializing in numismatic and bullion products. Its auction services unit conducts in-person, internet and specialized auctions of consigned and owned items and has sold a wide range of the most important rarities and numismatic collections over its distinguished history. SGI's financial results and metrics attributable to its wholesale operations are included in our Wholesale Sales & Ancillary Services segmentsegment, and the financial results and metrics attributable to its auction and retail operations are included in our Direct-to-Consumer segment.

In February 2025, the Company acquired the remaining outstanding equity interests in Pinehurst Coinit Exchange,did Inc.not ("Pinehurst").previously own. Pinehurst is a leading precious metals broker that services the wholesale and retail marketplace and is one of the nation’s largest e-commerce retailers of modern and numismatic coins on eBay. Pinehurst operates the www.PinehurstCoins.com and www.ModernCoinMart.com websites. Pinehurst's financial results and metrics attributable to its wholesale operations are included in our Wholesale Sales & Ancillary Services segmentsegment, and the financial results and metrics attributable to its retail operations are included in our Direct-to-Consumer segment.

A-Mark,The Company, in connection with its acquisition of LPM in February 2024, formed a joint venture with Stack's Bowers Galleries and Pinehurst to acquire a 10% interest in AMS Holding, LLC ("AMS").AMS. In April 2025, A-Markthe Company acquired the remaining 90% of its outstanding equity interests it did not previously own. A-MarkThe Company had supplied bullion and related products to AMS for over ten years. The foundation of AMS brings together four decades of collector relationships with modern technology and compelling coin offerings that are sold through the GOVMINT brand and continues the Company's strategy to expand its footprint into the luxury precious metals market. AMS has served over 500,000 customers in its history.

CFC is a California licensed finance lender that originates and acquires commercial loans secured primarily by bullion and numismatic coins. CFC's customers include coin and precious metal dealers, investors, and collectors. As of June 30, 2025,2026, CFC had $94.0$115.1 million in secured loans outstanding, of which 11%2% were acquired from third parties (some of which may be customers of A-Markthe Company) and approximately 89%98% were originated by CFC.

CAI is a holding company that has ana equity50%-ownership method intereststake in Collectible Card Partners, LLC (“"CCP”"). as of June 30, 2026. CCP originatesprovides capital to fund commercial loans secured by graded sports cards. CCP(See commencedNote operations14.) Effective July 2026, CAI's ownership interest in fiscalCCP 2022.increased to 75%.

Our customers include financial institutions, bullion retailers, industrial manufacturers and fabricators, sovereign mints, refiners, coin and metal dealers, investors, collectors, and e-commerce and other retail customers. The Company makes a two-way market in its wholesale operations, which results in many customers also operating as our suppliers in that segment. This diverse base of wholesale customers purchases a variety of products from the Company in a multitude of grades, primarily in the form of coins and bars. Our Direct-to-Consumer segment sells to (and, through JMBcertain and PMPP,subsidiaries, buys from) retail customers, with JMB, SGB, Pinehurst, Monex, and AMS focusing on e-commerce operations and Goldline marketing through various traditional and e-commerce channels to the investor community. The Direct-to-Consumer segment offers these customers a variety of gold, silver, copper, platinum, and palladium products.

The Company also sells and delivers gold, silver, platinum, palladium, and copper products directly to customers and the investor community through its Direct-to ConsumerDirect-to-Consumer segment. Customers may place orders online at one of the Company's websites or over the phone.

In addition, the Company earns revenue by providing storage solutions for precious metals and numismatic coins for financial institutions, dealers, investors, and collectors worldwide and by providing storage and order-fulfillment services to our retail customers. The Company also earns fees for facilitating specialized auctions of numismatics, through providing minting and refining services, and from advertisements placed on our Direct-to-Consumer websites. These revenue streams represent approximatelyless 2%than 5% of the Company’s consolidated revenues.

Interest Expense. The Company incurs interest expense associated with its lines of credit, notes payable, product financing agreements for the transfer and subsequent re-acquisition of gold, silver, and platinum at a fixed price with a third-party finance company ("product financing arrangements"), and short-term precious metal borrowing arrangements with our suppliers ("liabilities on borrowed metals" and "precious metals leases").

In addition to financial statement indicators, management also utilizes key operational metrics to assess the performance of our business. SGI's and Pinehurst'sMonex's performance metrics have been included in our consolidated financial results as of FebruaryJanuary 28,2, 2025. Since SGI2026 and Pinehurst operate in both the wholesale and retail marketplaces, performance metrics attributable to their respective wholesale operations are included in our Wholesale Sales & Ancillary Services segment, and the performance metrics attributable to their respective retail operations are included in our Direct-to-Consumer segment. AMS'sSMI's performance metrics have been included in our consolidated and Direct-to-Consumer segment financial results fromas of April 1, 2025.2026.

The Company enters into various structured borrowing arrangements that commit the Company's inventory (such as product financing arrangements or liabilities on borrowed metals) for an unspecified period of time. While the Company is able to obtain access to this inventory on demand, this type of inventory tends not to turn over as quickly as other types of inventory.

See "Segment Results of SegmentsOperations" for a description of additional metrics not listed above.

Revenues for the year ended June 30, 20252026 increased $1.280$14.535 billion, or 13.2%,132.4%, to $25.513 billion from $10.979 billion from $9.699 billion in 2024.2025. Excluding an increase of $446.7$8.323 millionbillion of forward sales, our revenues increased $832.9$6.212 million,billion, or 14.6%,94.8%, which was due to higher average selling prices of gold and silver,silver as well as an increase in gold ounces sold, partially offset by a decrease in gold and silver ounces sold. Revenues also increased due to the acquisition of a controlling interest in SGB in June 2024, the acquisitions of SGI and Pinehurst in February 2025, and the acquisition of AMS in April 2025.2025, Monex in January 2026, and SMI in April 2026, whose results were not included, or were not fully included in the same year-ago period.

Gold ounces sold for the year ended June 30, 20252026 decreasedincreased 197,000390,000 ounces, or 10.7%,23.8%, to 2,032,000 ounces from 1,642,000 ounces from 1,839,000 ounces in 2024.2025. Silver ounces sold for the year ended June 30, 20252026 decreased 34,453,00079,500 ounces, or 31.9%,0.1%, to 73,563,500 ounces from 73,643,000 ounces from 108,096,000 ounces in 2024.2025. On average, the selling prices for gold increased by 32.7%51.1% and selling prices for silver increased by 28.9%112.5% during the year ended June 30, 20252026 as compared to the prior year.

Gross profit for the year ended June 30, 20252026 increased $37.7$242.2 million, or 21.7%,114.8%, to $453.1 million from $210.9 million from $173.3 million in 2024.2025. The overall gross profit increase was due to an increase in gross profits earned by the Direct-to-Consumer segment, partially offset by lower gross profits earned fromboth the Wholesale Sales & Ancillary Services segment.segment and the Direct-to-Consumer segment, including the acquisitions of SGI, Pinehurst, AMS, Monex, and SMI, whose results were not included or were not fully included in the same year-ago period.

The Company’s overall gross margin percentage for the year ended June 30, 20252026 increaseddecreased by 13.514.5 basis points to 1.921%1.776% from 1.786%1.921% in 2024.2025. Excluding forward sales that had a negligible impact toon the amount of gross profit, our gross margin percentage for the year ended June 30, 20252026 increased by 19.033.1 basis points to 3.219%3.550% from 3.029%,3.219%, which was primarily due to an increase in our retail market activity and higherwider premium spreads, partially offset by lower trading profits. JMB’s retail market activity represented 31.1% and 40.6%, respectively, of the Company’s consolidated gross profit for the years ended June 30, 2025 and 2024.

Our inventory turnover ratio for the year ended June 30, 20252026 decreasedincreased by 1.1%51.6% to 9.113.8 from 9.29.1 in 2024.2025. The decreaseincrease in our inventory turnover ratio was notprimarily significant.due to higher revenue, including higher forward sales, partially offset by higher average inventory balances.

Selling, general, and administrative expenses for the year ended June 30, 20252026 increased $49.4$136.4 million, or 55.0%,98.0%, to $275.6 million from $139.2 million from $89.8 million in 2024.2025. The change was primarily due to: (i) an increase in compensation expense of $24.1$85.8 million, (ii) higher advertising costs of $20.4 million, (iii) an increase in insurance costs of $8.7 million, (iv) an increase in consulting and professional fees of $9.1 million, (iii) an increase in advertising costs of $8.4 million, (iv) an increase in facilities expense of $3.0$7.4 million, (v) an increase in bank service and credit card fees of $2.0$4.7 million, and (vi) an increase in insurancefacilities costsexpense of $0.6 million, and (vii) an increase in information technology costs of $0.5$4.3 million. Selling, general and administrative expenses for the year ended June 30, 20252026 includeincluded $104.3 million of expenses incurred by LPM,SGI, SGB,Pinehurst, SGI,AMS, Monex, and Pinehurst,SMI, andwhose AMS whichresults were not included, or onlywere partiallynot included,fully included in the same year-ago period,period. as these were not consolidated subsidiaries forExcluding the fullincrease from newly acquired subsidiaries, our selling, general and administrative expenses increased $32.1 million from the prior year period.

Depreciation and amortization expense for the year ended June 30, 20252026 increased $11.5$11.8 million, or 101.1%,51.6%, to $34.8 million from $22.9 million from $11.4 million in 20242025 primarily due to (i) an increase in amortization expense of $12.9$11.6 million relating to an increase in intangible asset amortization from intangible assets acquired through our acquisitions of LPM, SGI, Pinehurst, AMS, Monex, and acquisitionSMI, of a controlling interest in SGB,and (ii) an increase of $1.8 million ofin depreciation expense of $5.8 million due to an increase in capital expenditures, partially offset by (iii) a decrease of $5.6 million in JMB and SGB intangible asset amortization of $3.1 million.amortization.

Interest income for the year ended June 30, 20252026 decreased $1.2$0.3 million, or 4.5%,1.2%, to $25.6 million from $25.9 million from $27.2 million in 2024.2025. The aggregate decrease in interest income was due to a decrease in interest earned of $2.4 million by our Wholesale Sales & Ancillary Services segment, partially offset by an increase in interest income earned by our Secured Lending segment of $0.8$1.0 million and aan decreaseincrease in other finance productinterest income earned by our DTC segment of $0.5$1.1 million.

Interest expense for the year ended June 30, 20252026 increased $6.7$14.9 million, or 16.9%,32.3%, to $61.1 million from $46.2 million from $39.5 million in 2024.2025. The increase in interest expense was primarily due to: (i) an increase of $3.7$11.0 million related to precious metals leases driven by higher overall borrowings, partially offset by a decrease in interest rates, and (ii) higher interest and fees of $8.0 million related to product financing arrangements,arrangements (ii) an increase of $3.2 million relateddue to precioushigher metalsinterest leases,rates and fees, partially offset by (iii) ana increasedecrease of $2.3$5.4 million associated with our Trading Credit Facility due to increasedreduced borrowings as well as an increase in the weighted-average effective interest rate, partially offset by (iv) a decrease of $2.5 million related to the AMCF Notes (including amortization of debt issuance costs) due to their repayment in December 2023.borrowings.

Earnings (losses) from equity method investments for the year ended June 30, 20252026 decreasedincreased $6.9$7.2 million, or 169.9%,255.4%, to earnings of $4.4 million from a loss of $2.8 million from earnings of $4.0 million in 20242025 due to decreasedincreased earnings of our equity method investees.

Other Income,Income and Expense, Net

Other income,income and expense, net for the year ended June 30, 20252026 decreased $0.0$4.0 million, or 1.9%,194.9%, to expense of $1.9 million from income of $2.0 million from $2.1 million in 2024.2025. The change in other income,income and expense, net was notprimarily significant.due to a $3.0 million unrealized loss on our holdings of XAU₮ stablecoin.

The Company incurred remeasurement gains and losses on our pre-existing equity interestinterests inrelated to our acquisitions of Pinehurst in February 2025, AMS in April 2025, and SGBSMI in JuneApril 2024.2026. See further details in Note 1.

The Company operates its Wholesale Sales & Ancillary Services segment directly under the "A-Mark" brand and through its consolidated subsidiaries, A-Mark Trading AG (“AMTAG”), Transcontinental Depository Services ("TDS"), A-M Global Logistics, LLC (“AMGL” or "Logistics"), AM&ST Associates, LLC ("AMST" or the "Silver Towne Mint"), AM/LPM Ventures, LLC, which owns a majority interest in LPM Group Limited ("LPM"), Spectrum Group International, LLC, which was formed in February 2025 to acquire all of the stock of Spectrum Group International, Inc. ("SGI"), Pinehurst Coin Exchange, Inc. ("Pinehurst"), which was acquired in February 2025, and AM Precious Metals Singapore PTE, Ltd.Ltd., and Sunshine Minting, Inc. ("SMI"). The Wholesale Sales & Ancillary Services segment includes the consolidating eliminations of inter-segment transactions and unallocated segment adjustments.

Liquidity and financial condition. This section provides an analysis of our cash flows, as well as a discussion of our outstanding debt as of DecemberMarch 31, 2025,2026, sources of liquidity and the amount of financial capacity available to fund our future commitments and other financing arrangements.

Effective December 2, 2025, the Company changed its name to Gold.com, Inc. and transferred the listing of its common shares from Nasdaq to the New York Stock Exchange ("NYSE"). The shares of the Company are now being traded on the NYSE under the symbol "GOLD" as of December 2, 2025. Prior to December 2025, Gold.com, Inc. was operating as A-Mark Precious Metals, Inc.

In addition, the Company earns revenue by providing storage solutions for precious metals and numismatic coins for financial institutions, dealers, investors, and collectors worldwide and by providing storage and order-fulfillment services to our retail customers. The Company also earns fees for facilitating specialized auctions of numismatics, and from advertisements placed on our Direct-to-Consumer websites. These revenue streams represent approximatelyless 3%than 5% of the Company’s consolidated revenues.

Interest Expense. The Company incurs interest expense associated with its lines of credit, notes payable, product financing agreements for the transfer and subsequent re-acquisition of gold, silver, and platinum at a fixed price with a third-party finance company ("product financing arrangements"), and short-term precious metal borrowing arrangements with our suppliers ("liabilities on borrowed metals" and "precious metals leases").

In addition to financial statement indicators, management also utilizes key operational metrics to assess the performance of our business. Monex's performance metrics have been included in our consolidated financial results as of January 2, 2026.

The Company enters into various structured borrowing arrangements that commit the Company's inventory (such as product financing arrangements or liabilities on borrowed metals) for an unspecified period of time. While the Company is able to obtain access to this inventory on demand, this type of inventory tends not to turn over as quickly as other types of inventory.

Consolidated Results of Operations for the Three Months Ended DecemberMarch 31, 20252026 and 20242025

Consolidated Results of Operations for the SixNine Months Ended DecemberMarch 31, 20252026 and 20242025

Revenues for the three months ended DecemberMarch 31, 20252026 increased $3.735$7.342 billion, or 136.2%,244.0%, to $6.477$10.351 billion from $2.742$3.009 billion in 2024.2025. Excluding an increase of $2.494$4.371 billion of forward sales, our revenues increased $1.241$2.971 billion, or 69.0%,186.5%, which was due to higher average selling prices of gold and silver as well as an increase in gold ounces sold, partially offset by a decrease inand silver ounces sold. Revenues also increased due to the acquisitions of SGI and Pinehurst in February 2025 and2025, AMS in April 2025.2025, and Monex in January 2026.

Gold ounces sold for the three months ended DecemberMarch 31, 20252026 increased 79,00095,000 ounces, or 17.0%,22.0%, to 545,000527,000 ounces from 466,000432,000 ounces in 2024.2025. Silver ounces sold for the three months ended DecemberMarch 31, 20252026 decreasedincreased 3,193,00013,518,000 ounces, or 14.6%,86.1%, to 18,635,00029,220,000 ounces from 21,828,00015,702,000 ounces in 2024.2025. On average, selling prices for gold increased by 50.6%69.7% and selling prices for silver increased by 67.2%160.6% during the three months ended DecemberMarch 31, 20252026 as compared to the prior year.