10-Q - LBRA - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10−Q

(Mark One)

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

For

the quarterly period ended: March 31, 2026

☐

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: 001-41368

1847 HOLDINGS LLC

| (Exact name of registrant as specified in its charter) |

Delaware	38-3922937

| (State or other jurisdiction of<br> incorporation or organization) | (I.R.S. Employer <br><br>Identification No.) |

260 Madison Avenue, 8th Floor, New York, NY	10016

| (Address of principal executive offices) | (Zip Code) |

(212) 417-9800

| (Registrant’s telephone number, including area code) | | N/A | | --- | | (Former<br> name, former address and former fiscal year, if changed since last report) |

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 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 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 comply 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 May 14, 2026, there were 65,293,659 common shares of the registrant issued and outstanding.

1847

HOLDINGS LLC

Quarterly

Report on Form 10-Q

Period

Ended March 31, 2026

TABLE

OF CONTENTS

PART I
FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	31

PART

FINANCIAL

INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

1847

HOLDINGS LLC

UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Financial<br> Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	2
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025	3
Condensed Consolidated Statements of Shareholders’ Deficit for the Three Months Ended March 31, 2026 and 2025	4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	5
Notes to Condensed Consolidated Financial Statements	6

1847 HOLDINGS LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

			December 31,<br> 2025
ASSETS
Current Assets
Cash and cash equivalents	534,868		$	263,691
Accounts receivable, net	891,743			702,238
Contract assets	60,258			121,577
Inventories, net	277,684			230,382
Prepaid expenses and other current assets	71,909			79,211
Current assets held-for-sale	29,053,475			13,203,694
Total Current Assets	30,889,937			14,600,793
Property and equipment, net	249,074			318,321
Operating lease right-of-use assets	393,988			425,364
Long-term deposits	13,342			13,342
Intangible assets, net	1,727,096			1,772,546
Noncurrent assets held-for-sale	–			17,033,290
TOTAL ASSETS	33,273,437		$	34,163,656
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	15,919,760		$	14,436,930
Contract liabilities	122,969			54,882
Current portion of operating lease liabilities	140,103			154,098
Current portion of finance lease liabilities	195,214			192,505
Current portion of notes payable, net	6,446,294			6,473,178
Current portion of convertible notes payable	22,751,184			22,751,184
Current portion of related party note payable	654,898			641,972
Warrant liabilities	9,669,800			8,424,500
Current liabilities held-for-sale	9,186,798			4,537,471
Total Current Liabilities	65,087,020			57,666,720
Operating lease liabilities, net of current portion	264,708			301,233
Finance lease liabilities, net of current portion	180,861			230,693
Related party note payable, net of current portion	454,702			623,354
Deferred tax liabilities, net	171,000			233,000
Noncurrent liabilities held-for-sale	–			4,496,493
TOTAL LIABILITIES	66,158,291			63,551,493
Shareholders’ Deficit
Series A senior convertible preferred shares, no par value, 4,450,460 shares designated; 50,592 shares issued and outstanding as of March 31, 2026 and December 31, 2025	39,877			39,877
Series C senior convertible preferred shares, no par value, 83,603 shares designated; 83,603 shares issued and outstanding as of March 31, 2026 and December 31, 2025	403,470			403,470
Series D senior convertible preferred shares, no par value, 7,292,036 shares designated; 6,293,022 shares issued and outstanding as of March 31, 2026 and December 31, 2025	600,100			600,100
Series F convertible preferred shares, no par value, 1,027 shares designated; 1,027 shares issued and outstanding as of March 31, 2026 and December 31, 2025	1,138,332			1,138,332
Allocation shares, 1,000 shares authorized; 1,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025	1,000			1,000
Common shares, 0.001 par value, 2,000,000,000 shares authorized; 65,293,659 and 61,918,659 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	65,294			61,919
Additional paid-in capital	80,068,583			80,046,958
Accumulated deficit	(113,085,628	)		(109,599,852	)
TOTAL 1847 HOLDINGS SHAREHOLDERS’ DEFICIT	(30,768,972	)		(27,308,196	)
NONCONTROLLING INTERESTS	(2,115,882	)		(2,079,641	)
TOTAL SHAREHOLDERS’ DEFICIT	(32,884,854	)		(29,387,837	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	33,273,437		$	34,163,656

All values are in US Dollars.

The

accompanying notes are an integral part of these condensed consolidated financial statements.

1847 HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended <br><br>March 31,
	2026			2025
Revenues	$	1,168,408		$	2,770,791
Operating Expenses
Cost of revenues		753,437			1,540,346
Personnel		279,139			394,360
Depreciation and amortization		114,697			129,330
General and administrative		458,246			677,955
Professional fees		362,092			1,443,700
Total Operating Expenses		1,967,611			4,185,691
LOSS FROM OPERATIONS		(799,203	)		(1,414,900	)
Other Income (Expense)
Other expense		(11,319	)		–
Gain on disposal of property and equipment		–			53,554
Interest expense		(1,669,832	)		(1,229,506	)
Amortization of debt discounts		(159,295	)		(465,050	)
Loss on extinguishment of debt		–			(2,301,198	)
Loss on change in fair value of derivative liabilities		–			(35,000	)
Gain (loss) on change in fair value of warrant liabilities		(1,270,300	)		3,669,798
Total Other Expense		(3,110,746	)		(307,402	)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(3,909,949	)		(1,722,302	)
Income tax benefit		62,000			94,000
NET LOSS FROM CONTINUING OPERATIONS	$	(3,847,949	)	$	(1,628,302	)
NET INCOME FROM DISCONTINUED OPERATIONS		399,658			1,212,349
NET LOSS	$	(3,448,291	)	$	(415,953	)
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS FROM CONTINUING OPERATIONS		36,241			12,852
NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS	$	(3,412,050	)	$	(403,101	)
NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO 1847 HOLDINGS		(3,811,708	)		(1,615,450	)
NET INCOME FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO 1847 HOLDINGS		399,658			1,212,349
NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS	$	(3,412,050	)	$	(403,101	)
PREFERRED SHARE DIVIDENDS		(73,726	)		(73,726	)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(3,485,776	)	$	(476,827	)
BASIC AND DILUTED LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS	$	(0.06	)	$	(0.06	)
BASIC AND DILUTED EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS		0.01			0.04
BASIC AND DILUTED LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(0.05	)	$	(0.02	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		64,189,492			26,273,917

The

accompanying notes are an integral part of these condensed consolidated financial statements.

1847 HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’DEFICIT

(UNAUDITED)

	Series A Senior <br><br>Convertible <br><br>Preferred <br><br>Shares				Series C Senior <br><br>Convertible <br><br>Preferred <br><br>Shares				Series D Senior <br><br>Convertible<br><br> Preferred <br><br>Shares				Series F<br><br> Convertible <br><br>Preferred <br><br>Shares				Allocation		Common Shares				Additional <br><br>Paid-In			Accumulated			Non<br><br> Controlling			Total<br><br> Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Shares		Amount		Capital			Deficit			Interests			Deficit
Balance at December 31, 2025		50,592	$	39,877		83,603	$	403,470		6,293,022	$	600,100		1,027	$	1,138,332	$	1,000		61,918,659	$	61,919	$	80,046,958		$	(109,599,852	)	$	(2,079,641	)	$	(29,387,837	)
Issuance of common shares upon cashless exercise of warrants		–		–		–		–		–		–		–		–		–		3,375,000		3,375		(3,375	)		–			–			–
Extinguishment of warrant liabilities upon exercise of warrants		–		–		–		–		–		–		–		–		–		–		–		25,000			–			–			25,000
Dividends – series A convertible preferred shares		–		–		–		–		–		–		–		–		–		–		–		–			(8,755	)		–			(8,755	)
Dividends – series C convertible preferred shares		–		–		–		–		–		–		–		–		–		–		–		–			(12,369	)		–			(12,369	)
Dividends – series D convertible preferred shares		–		–		–		–		–		–		–		–		–		–		–		–			(52,602	)		–			(52,602	)
Net loss		–		–		–		–		–		–		–		–		–		–		–		–			(3,412,050	)		(36,241	)		(3,448,291	)
Balance at March 31, 2026		50,592	$	39,877		83,603	$	403,470		6,293,022	$	600,100		1,027	$	1,138,332	$	1,000		65,293,659	$	65,294	$	80,068,583		$	(113,085,628	)	$	(2,115,882	)	$	(32,884,854	)
	Series A Senior Convertible Preferred Shares				Series C Senior Convertible Preferred <br><br>Shares				Series D Senior Convertible Preferred <br><br>Shares				Series F Convertible Preferred <br><br>Shares				Allocation		Common Shares				Additional Paid-In		Accumulated			Non Controlling			Total Shareholders’
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Shares		Amount		Capital		Deficit			Interests			Deficit
Balance at December 31, 2024		50,592	$	39,877		83,603	$	403,470		6,293,022	$	600,100		–	$	–	$	1,000		25,400,386	$	25,400	$	79,403,793	$	(175,096,154	)	$	(1,843,523	)	$	(96,466,037	)
Issuance of common shares upon conversion of convertible notes payable		–		–		–		–		–		–		–		–		–		1,139,388		1,140		255,450		–			–			256,590
Issuance of series F preferred shares upon settlement of series A warrants		–		–		–		–		–		–		1,027		1,138,332		–		–		–		–		–			–			1,138,332
Dividends – series A convertible preferred shares		–		–		–		–		–		–		–		–		–		–		–		–		(8,755	)		–			(8,755	)
Dividends – series C convertible preferred shares		–		–		–		–		–		–		–		–		–		–		–		–		(12,369	)		–			(12,369	)
Dividends – series D convertible preferred shares		–		–		–		–		–		–		–		–		–		–		–		–		(52,602	)		–			(52,602	)
Net loss		–		–		–		–		–		–		–		–		–		–		–		–		(403,101	)		(12,852	)		(415,953	)
Balance at March 31, 2025		50,592	$	39,877		83,603	$	403,470		6,293,022	$	600,100		1,027	$	1,138,332	$	1,000		26,539,774	$	26,540	$	79,659,243	$	(175,572,981	)	$	(1,856,375	)	$	(95,560,794	)

The

accompanying notes are an integral part of these condensed consolidated financial statements.

1847 HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended<br> <br>March 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,448,291	)	$	(415,953	)
Net income from discontinued operations		(399,658	)		(1,212,349	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Gain on disposal of property and equipment		–			(53,554	)
Loss on extinguishment of debt		–			2,301,198
Loss on change in fair value of derivative liabilities		–			35,000
(Gain) loss on change in fair value of warrant liabilities		1,270,300			(3,669,798	)
Deferred taxes		(62,000	)		(97,000	)
Provision for credit losses		–			(1,427	)
Inventory reserve		(79,200	)		–
Depreciation and amortization		114,697			129,330
Amortization of debt discounts		159,295			465,050
Amortization of right-of-use assets		31,376			108,417
Changes in operating assets and liabilities:
Accounts receivable		(189,505	)		(375,240	)
Contract assets		61,319			(6,680	)
Inventories		31,898			99,559
Prepaid expenses and other current assets		7,302			90,980
Accounts payable and accrued expenses		3,145,105			3,102,560
Contract liabilities		68,087			(15,047	)
Operating lease liabilities		(50,520	)		(114,577	)
Net cash provided by operating activities from continuing operations		660,205			370,469
Net cash provided by operating activities from discontinued operations		197,991			385,281
Net cash provided by operating activities		858,196			755,750
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from the disposal of property and equipment		–			62,000
Net cash provided by investing activities from continuing operations		–			62,000
Net cash used in investing activities from discontinued operations		(16,053	)		(18,240	)
Net cash provided by (used in) investing activities		(16,053	)		43,760
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from notes payable		619,000			–
Repayments of notes payable and finance lease liabilities		(852,302	)		(1,101,270	)
Repayments of related party note payable		(155,726	)		–
Net cash used in financing activities from continuing operations		(389,028	)		(1,101,270	)
Net cash used in financing activities from discontinued operations		(2,943	)		(1,056,698	)
Net cash used in financing activities		(391,971	)		(2,157,968	)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH FROM CONTINUING OPERATIONS		271,177			(668,801	)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
Beginning of the period		263,691			2,162,412
End of the period	$	534,868		$	1,493,611
Reconciliation to consolidated balance sheets:
Cash and cash equivalents	$	534,868		$	134,643
Restricted cash		–			1,358,968
Total cash, cash equivalents, and restricted cash	$	534,868		$	1,493,611
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	$	530,057		$	9,267
Cash paid for income taxes	$	–		$	–
NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued dividends on series A preferred shares	$	8,755		$	8,755
Accrued dividends on series C preferred shares	$	12,369		$	12,369
Accrued dividends on series D preferred shares	$	52,602		$	52,602
Issuance of common shares upon cashless exercise of warrants	$	3,375		$	–
Extinguishment of warrant liability upon exercise of warrants	$	25,000		$	–
Debt discount on notes payable	$	380,000		$	–
Issuance of common shares upon conversion of convertible notes payable and accrued interest	$	–		$	256,590
Operating lease right-of-use asset and liability measurement	$	–		$	97,379

The

accompanying notes are an integral part of these condensed consolidated financial statements.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

(UNAUDITED)

NOTE

1—BASIS OF PRESENTATION AND OTHER INFORMATION

The accompanying unaudited condensed consolidated financial statements of 1847 Holdings LLC (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements. The December 31, 2025 consolidated balance sheet data was derived from audited financial statements but do not include all disclosures required by GAAP. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K, as filed with the Securities and Exchange Commission on March 31, 2026. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

AssetsHeld-For-Sale and Discontinued Operations

CMD

In the first quarter of 2026, the Company received approval from the Board to engage in an active program to sell CMD Inc. and CMD Finish Carpentry LLC (collectively referred to as “CMD”), which makes up the CMD Segment within the Company’s Construction operations.

The Company evaluated whether its intent to sell CMD qualifies for reporting as discontinued operations in accordance with Accounting Standards Codification (“ASC”) 205-20, “DiscontinuedOperations.” A disposal of a component or a group of components is reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on the Company’s operations and financial results when the following occurs: (1) a component (or group of components) meets the criteria to be classified as held for sale; (2) the component or group of components is disposed of by sale; or (3) the component or group of components is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spin-off). For any component classified as held-for-sale or disposed of by sale or other than by sale, qualifying for presentation as a discontinued operation, the Company reports the results of operations of the discontinued operations (including any gain or loss recognized on the disposal or loss recognized on classification as held-for-sale of a discontinued operation), less applicable income taxes (benefit), as a separate component in the consolidated statement of operations for all periods presented. The Company also reports assets and liabilities associated with discontinued operations as separate line items on the consolidated balance sheet for all periods presented.

The Company determined that its decision to sell CMD is considered a strategic shift that will have a major effect on the Company’s operations and financial results and met the criteria for classification as discontinued operations. As a result, the assets and liabilities of CMD are presented as held-for-sale in the unaudited condensed consolidated balance sheets and the operating results are presented as discontinued operations in the unaudited condensed consolidated statements of operations for all periods presented. Unless otherwise noted, amounts and disclosures throughout these notes to the condensed consolidated financial statements relate solely to continuing operations and exclude all discontinued operations. See Note 3—Discontinued Operations for additional information.

Wolo

During the first quarter of 2025, the Company classified the assets and liabilities of Wolo Mfg. Corp. and Wolo Industrial Horn & Signal, Inc. (collectively referred to as “Wolo”) as held-for-sale. In the fourth quarter of 2025, the Company determined that Wolo no longer met the criteria for held-for-sale classification due to a change in management’s intent, as the Company decided to retain and rebuild Wolo’s operations. Accordingly, the assets and liabilities of Wolo were reclassified from held-for-sale. The results of Wolo’s operations are included within continuing operations for all periods presented in these condensed consolidated financial statements.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

(UNAUDITED)

Reclassifications

Certain prior period amounts related to discontinued operations have been reclassified and separately presented in the condensed consolidated financial statements and accompanying notes to conform to the current period financial statement presentation.

RecentlyAdopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASU”) 2025-05, “Financial Instruments—Credit Losses (Topic 326):Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. The amendment is effective for interim and annual periods beginning after December 15, 2025, with early adoption permitted. This amendment is to be applied on a prospective basis. The Company adopted ASU 2025-05 effective January 1, 2026, which did not have a material impact on the Company’s condensed consolidated financial statements.

RecentlyIssued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense DisaggregationDisclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The standard also requires a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):Targeted Improvements to the Accounting for Internal-Use Software.” This guidance removes references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. Under the new standard, cost capitalization should only commence when an entity has committed to funding a software project and it is probable the project will be completed and the software will be used for its intended purpose. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements.” ASU 2025-11 clarifies and improves existing interim reporting guidance by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity’s financial condition or results of operations. The ASU does not introduce significant changes to recognition or measurement guidance. The amendments in ASU 2025-11 are effective for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2025-11 allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its condensed consolidated financial statements.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

(UNAUDITED)

NOTE

2—LIQUIDITY AND GOING CONCERN ASSESSMENT

Management assesses liquidity and going concern uncertainty in the Company’s condensed consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the financial statements are issued, which is referred to as the “look-forward period,” as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management considered various scenarios, forecasts, projections, estimates and made certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, management made certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period.

As of March 31, 2026, the Company had cash and cash equivalents of $534,868, an accumulated deficit of $113,085,628, and a working capital deficit of $34,197,083. For the three months ended March 31, 2026, the Company generated operating loss of $799,203 and net cash provided by operating activities from continuing operations of $660,205.

Notwithstanding current period positive operating cash flows, the Company does not expect to have sufficient cash and other liquid resources to meet its obligations as they become due over the next twelve months, primarily due to the magnitude of its current liabilities and significant near-term debt maturities. These conditions, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the condensed consolidated financial statements are issued.

Management plans to address these conditions by securing additional capital through debt and equity financing, including potential public and private offerings of the Company’s securities, evaluating opportunities to refinance or extend the maturity of existing debt obligations, implementing reductions in discretionary operating expenditures to the extent practicable, exploring strategic alternatives with respect to its operating subsidiaries to reduce debt obligations, and actively pursuing the sale of CMD. The Company has entered into a non-binding letter of intent with a prospective buyer and is in the process of negotiating definitive transaction documents. If consummated, the proceeds from such a sale would be expected to be sufficient to repay a significant portion of the Company’s outstanding debt obligations. However, there can be no assurance that a definitive agreement will be reached or that the transaction will be completed on terms acceptable to the Company or at all. Management has evaluated whether it is probable that these plans would be effectively implemented and, if so, whether they would mitigate the relevant conditions or events that raise substantial doubt within the next twelve months. Because these plans are subject to market conditions and reliance on third parties, and because there is no assurance that the Company will be able to raise capital on acceptable terms or at all, management has concluded that substantial doubt about the Company’s ability to continue as a going concern has not been alleviated as of the date these condensed consolidated financial statements are issued.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that might result should the Company be unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease or curtail its operations.

NOTE

3—DISCONTINUED OPERATIONS

CMDAssets-Held-for-Sale

As described Note 1—Basis of Presentation and Other Information, during the first quarter of 2026, the Company received approval from the Board to engage in an active program to sell CMD. The Company determined that its decision to sell CMD is considered a strategic shift that will have a major effect on the Company’s operations and financial results and met the criteria for classification as discontinued operations. Upon classification as held-for-sale, the Company assessed the carrying value of CMD against its estimated fair value less costs to sell. As the estimated fair value less costs to sell exceeded the carrying value, no impairment loss was recognized at the classification date.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

(UNAUDITED)

The following table presents the carrying amounts of the major classes of assets and liabilities of CMD, which have been classified as assets and liabilities held-for-sale in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025:

	March 31, <br><br>2026		December 31,<br><br> 2025
Assets
Cash and cash equivalents	$	1,902,605	$	1,723,610
Accounts receivable, net		5,145,563		7,422,762
Contract assets		5,257,427		4,057,322
Property and equipment, net		531,342		552,255
Operating lease right-of-use assets		1,312,727		1,380,891
Security deposits		5,600		5,600
Intangible assets, net		9,588,335		9,784,668
Goodwill		5,309,876		5,309,876
Total assets held-for-sale	$	29,053,475	$	30,236,984
Liabilities
Accounts payable and accrued expenses	$	4,879,771	$	3,508,130
Contract liabilities		350,893		748,163
Operating lease liabilities		1,357,134		1,422,728
Notes payable		–		2,943
Deferred tax liability		2,599,000		3,352,000
Total liabilities held-for-sale		9,186,798		9,033,964
Total net assets held-for-sale	$	19,866,677	$	21,203,020

The following table presents the major classes of line items constituting the results of discontinued operations of CMD in the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025:

	Three Months Ended<br><br>March 31,
	2026			2025
Revenues	$	8,202,683		$	8,221,120
Operating expenses
Cost of revenues		4,414,212			3,898,835
Personnel		1,663,543			1,520,149
Depreciation and amortization		233,299			222,129
General and administrative		1,266,596			633,243
Professional fees		144,778			712,979
Total operating expenses		7,722,428			6,987,335
Income from operations		480,255			1,233,785
Other income (expense)
Other income		3,410			727
Interest expense		(7	)		(163	)
Total other income		3,403			564
Net income from discontinued operations before income taxes		483,658			1,234,349
Income tax provision		(84,000	)		(22,000	)
Net income from discontinued operations	$	399,658		$	1,212,349

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

(UNAUDITED)

The following table presents the major classes of cash flow activities from discontinued operations of CMD in the condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025:

	Three Months Ended March 31,
	2026			2025
Cash flows from operating activities
Net income from discontinued operations	$	399,658		$	1,212,349
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred taxes		(753,000	)		(271,000	)
Provision for credit losses		53,200			–
Depreciation and amortization		233,299			222,129
Amortization of right-of-use assets		68,164			55,238
Changes in operating assets and liabilities:
Accounts receivable		2,223,999			267,520
Contract assets		(1,200,105	)		(492,958	)
Security deposits		–			(5,600	)
Accounts payable and accrued expenses		(364,360	)		(447,215	)
Contract liabilities		(397,270	)		(105,581	)
Operating lease liabilities		(65,594	)		(49,601	)
Net cash provided by operating activities from discontinued operations		197,991			385,281
Cash flows from investing activities
Purchases of property and equipment		(16,053	)		(18,240	)
Net cash used in investing activities from discontinued operations		(16,053	)		(18,240	)
Cash flows from financing activities
Repayments of notes payable and finance lease liabilities		(2,943	)		(1,056,698	)
Net cash used in financing activities from discontinued operations		(2,943	)		(1,056,698	)
Net change in cash and cash equivalents from discontinued operations	$	178,995		$	(689,657	)

NOTE

4—DISAGGREGATION OF REVENUES AND SEGMENT REPORTING

Following the classification of CMD as held-for-sale and discontinued operations during the first quarter of 2026, the Company’s three reportable segments are tied to its remaining operating subsidiaries, Kyle’s Custom Wood Shop, Inc. (“Kyle’s”), Sierra Homes, LLC d/b/a Innovative Cabinets & Design (“ICD”), and Wolo. The following describes the primary revenue-generating activities of each segment.

Kyle’sand ICD (Construction Operations): Revenue is derived primarily from contracts with customers for finish carpentry and related products and services, including millwork and cabinetry for general contractors, commercial developers, residential builders and homeowners, and government entities.

Wolo(Automotive Supplies Operations): Revenue is derived primarily from the sale of horn and safety warning lights for cars, trucks, industrial equipment, and emergency vehicles. Wolo sells its products to big-box national retail chains, specialty and industrial distributors, online and mail order retailers, and original equipment manufacturers.

*Corporate:*Corporate services represent holding company activities, including corporate overhead, intercompany eliminations, and other activities not allocated to the reportable segments. The measure of segment profit or loss reviewed by the Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”), is income (loss) from operations. The Company does not allocate interest expense, changes in fair value of warrant and derivative liabilities, loss on extinguishment of debt, income taxes, or other non-operating items to its reportable segments, as these items are managed at the corporate level and are not included in the measures of segment performance reviewed by the CODM.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

(UNAUDITED)

The Company’s revenues for the three months ended March 31, 2026 and 2025 are disaggregated as follows:

	Three Months Ended March 31, 2026
	Kyle’s		ICD		Wolo		Total
Revenues
Cabinetry and millwork	$	1,101,530	$	–	$	–	$	1,101,530
Automotive horns		–		–		63,220		63,220
Automotive lighting		–		–		3,658		3,658
Total revenues	$	1,101,530	$	–	$	66,878	$	1,168,408
	Three Months Ended March 31, 2025
---	---	---	---	---	---	---	---	---
	Kyle’s		ICD		Wolo		Total
Revenues
Cabinetry and millwork	$	1,862,352	$	–	$	–	$	1,862,352
Automotive horns		–		–		839,350		839,350
Automotive lighting		–		–		69,089		69,089
Total revenues	$	1,862,352	$	–	$	908,439	$	2,770,791

Segment information for the three months ended March 31, 2026 and 2025 is as follows:

	Three Months Ended March 31, 2026
	Kyle’s			ICD			Wolo			Corporate			Total
Revenues	$	1,101,530		$	–		$	66,878		$	–		$	1,168,408
Operating expenses
Cost of revenues		723,320			–			30,117			–			753,437
Personnel		269,102			–			29,864			(19,827	)		279,139
Personnel – corporate allocation		49,448			–			–			(49,448	)		–
Depreciation and amortization		113,842			–			69			786			114,697
General and administrative		142,379			59			36,801			79,007			258,246
General and administrative – management fees		62,500			62,500			75,000			–			200,000
General and administrative – corporate allocation		70,156			–			–			(70,156	)		–
Professional fees		–			–			7,087			355,005			362,092
Total operating expenses		1,430,747			62,559			178,938			295,367			1,967,611
Loss from operations	$	(329,217	)	$	(62,559	)	$	(112,060	)	$	(295,367	)	$	(799,203	)

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

(UNAUDITED)

	Three Months Ended March 31, 2025
	Kyle’s		ICD			Wolo			Corporate			Total
Revenues	$	1,862,352	$	–		$	908,439		$	–		$	2,770,791
Operating expenses
Cost of revenues		976,155		–			564,191			–			1,540,346
Personnel		240,223		18,360			126,177			9,600			394,360
Personnel – corporate allocation		42,384		42,546			40,092			(125,022	)		–
Depreciation and amortization		124,144		5,117			69			–			129,330
General and administrative		162,580		130,352			112,910			72,113			477,955
General and administrative – management fees		62,500		62,500			75,000			–			200,000
General and administrative – corporate allocation		50,079		50,274			47,376			(147,729	)		–
Professional fees		–		3,518			25,117			1,415,065			1,443,700
Total operating expenses		1,658,065		312,667			990,932			1,224,027			4,185,691
Income (loss) from operations	$	204,287	$	(312,667	)	$	(82,493	)	$	(1,224,027	)	$	(1,414,900	)

The following tables present total assets by reportable segments as of March 31, 2026 and December 31, 2025:

	March 31, 2026
	Kyle’s		ICD		Wolo		Corporate		Total
Assets
Current assets	$	797,929	$	–	$	854,551	$	183,982	$	1,836,462
Long-lived assets		2,376,730		–		453		6,317		2,383,500
Total assets	$	3,174,659	$	–	$	855,004	$	190,299	$	4,219,962

	December 31, 2025
	Kyle’s		ICD		Wolo		Corporate		Total
Assets
Current assets	$	555,062	$	–	$	599,391	$	242,646	$	1,397,099
Long-lived assets		2,521,948		–		522		7,103		2,529,573
Total assets	$	3,077,010	$	–	$	599,913	$	249,749	$	3,926,672

NOTE

5—PROPERTY AND EQUIPMENT

Property and equipment as of March 31, 2026 and December 31, 2025 consisted of the following:

	March 31, <br><br>2026			December 31,<br> 2025
Machinery and equipment	$	1,226,840		$	1,226,840
Office furniture and equipment		91,829			91,829
Transportation equipment		170,917			170,917
Leasehold improvements		152,908			152,908
Total property and equipment		1,642,494			1,642,494
Less: accumulated depreciation		(1,393,420	)		(1,324,173	)
Total property and equipment, net	$	249,074		$	318,321

Depreciation expense for the three months ended March 31, 2026 and 2025 was $69,247 and $83,880, respectively.

NOTE

6—INTANGIBLE ASSETS

Intangible assets as of March 31, 2026 and December 31, 2025 consisted of the following:

	March 31, <br><br>2026			December 31,<br> 2025
Customer-related	$	2,727,000		$	2,727,000
Marketing-related		294,000			294,000
Total intangible assets		3,021,000			3,021,000
Less: accumulated amortization		(1,293,904	)		(1,248,454	)
Total intangible assets, net	$	1,727,096		$	1,772,546

Amortization expense for the three months ended March 31, 2026 and 2025 was $45,450.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

(UNAUDITED)

Estimated amortization expense for intangible assets for the next five years consists of the following as of March 31, 2026:

**<br><br>Year Ending December 31,**	Amount
2026 (remaining)	$	136,350
2027		181,800
2028		181,800
2029		181,800
2030		181,800
Thereafter		863,546
Total estimated amortization expense	$	1,727,096

NOTE

7—ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses as of March 31, 2026 and December 31, 2025 consisted of the following:

	March 31, <br><br>2026		December 31,<br> 2025
Trade accounts payable	$	1,632,118	$	1,409,789
Credit cards payable		213,342		161,527
Accrued payroll liabilities		1,827,971		1,695,792
Accrued interest		9,667,325		8,527,543
Accrued dividends		503,829		430,103
Accrued taxes		538,120		538,120
Accrued management fees		793,000		730,499
Accrued board fees		536,000		536,000
Other accrued liabilities		208,055		407,557
Total accounts payable and accrued expenses	$	15,919,760	$	14,436,930

NOTE

8—LEASES

OperatingLeases

Operating leases as of March 31, 2026 and December 31, 2025 consist of the following:

	March 31, <br><br>2026			December 31,<br> 2025

| Operating lease right-of-use assets | $ | 393,988 | | $ | 425,364 | | | Operating lease liabilities, current portion | | 140,103 | | | 154,098 | |

| Operating lease liabilities, long-term | | 264,708 | | | 301,233 | |

| Total operating lease liabilities | $ | 404,811 | | $ | 455,331 | | | Weighted-average remaining lease term (years) | | 3.68 | | | 3.67 | |

| Weighted-average discount rate | | 14.44 | % | | 14.22 | % |

The components of operating lease expense consisted of the following for three months ended March 31, 2026 and 2025:

	March 31, <br><br>2026		March 31, <br><br>2025
Fixed operating lease expense	$	45,021	$	114,375
Short-term and variable operating lease expense		28,475		20,717
Total operating lease expense	$	73,496	$	135,092

For the three months ended March 31, 2026 and 2025, cash paid for amounts included in the measurement of operating lease liabilities was $46,081 and $120,535, respectively.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

(UNAUDITED)

As of March 31, 2026, maturities of operating lease liabilities were as follows:

Year Ending December 31,	Amount
2026 (remaining)	$	139,850
2027		120,478
2028		98,933
2029		100,892
2030		67,261
Total		527,414
Less: imputed interest		(122,603	)
Total operating lease liabilities	$	404,811

FinanceLeases

As of March 31, 2026, maturities of financing lease liabilities were as follows:

Year Ending December 31,	Amount
2026 (remaining)	$	158,499
2027		210,042
2028		28,833
Total		397,374
Less: amount representing interest		(21,299	)
Total finance lease liabilities	$	376,075

As of March 31, 2026 the weighted-average remaining lease term for all finance leases is 1.86 years and the weighted average discount rate is 5.16%.

NOTE

9—FAIR VALUE MEASUREMENTS

The fair value of financial instruments measured on a recurring basis as of March 31, 2026 and December 31 2025 consisted of the following:

	Fair Value Measurements as of March 31, 2026
Description	Level 1		Level 2		Level 3		Total
Warrant liabilities	$	–	$	–	$	9,669,800	$	9,669,800
	Fair Value Measurements as of December 31, 2025
---	---	---	---	---	---	---	---	---
Description	Level 1		Level 2		Level 3		Total
Warrant liabilities	$	–	$	–	$	8,424,500	$	8,424,500

The following table provides a roll-forward of changes for financial instruments measured at fair value on a recurring basis for the three months ended March 31, 2026:

****	Amount
Warrant Liabilities
Balance as of December 31, 2025	$	8,424,500
Loss on change in fair value of warrant liabilities		1,270,300
Extinguishment of warrant liabilities upon exercise		(25,000	)
Balance as of March 31, 2026	$	9,669,800

1847 HOLDINGS LLCNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMARCH 31, 2026(UNAUDITED)

NOTE

10—NOTES PAYABLE

Purchaseand Sale of Future Revenues Loan

On February 12, 2026, the sale of future revenues loan, originally issued on March 31, 2023, and previously amended on November 30, 2023, July 23, 2024, and April 24, 2025, was further amended to increase the outstanding balance by $999,000 to $1,350,000 for net cash proceeds of $619,000, with weekly ACH payments revised to $27,000. The Company evaluated the amendment under ASC 470-50, “Modificationsand Extinguishments,” and determined it to be a modification, and recorded an additional debt discount of $380,000. Following the modification, the effective interest rate was 80.9%.

As of March 31, 2026, the outstanding principal balance is $1,053,000, net of unamortized debt discount of $267,534.

NOTE 11—RELATED

PARTIES

Management Services Agreements

On April 15, 2013, the Company and 1847 Partners LLC (the “Manager”) entered into a management services agreement, pursuant to which the Company is required to pay the Manager a quarterly management fee equal to 0.5% of its adjusted net assets for services performed (the “Parent Management Fee”). The amount of the Parent Management Fee with respect to any fiscal quarter is (i) reduced by the aggregate amount of any management fees received by the Manager under any offsetting management services agreements with respect to such fiscal quarter, (ii) reduced (or increased) by the amount of any over-paid (or under-paid) Parent Management Fees received by (or owed to) the Manager as of the end of such fiscal quarter, and (iii) increased by the amount of any outstanding accrued and unpaid Parent Management Fees. The Company expensed $0 in Parent Management Fees for the three months ended March 31, 2026 and 2025.

On August 21, 2020, 1847 Cabinet Inc. (“1847 Cabinet”) entered into an offsetting management services agreement with the Manager, which was amended on October 8, 2021. Pursuant to the amended management services agreement, the Manager will provide certain services to 1847 Cabinet in exchange for a quarterly management fee equal to the greater of $125,000 or 2% of adjusted net assets (as defined within the amended management services agreement). 1847 Cabinet expensed management fees of $125,000 for the three months ended March 31, 2026 and 2025.

On March 30, 2021, 1847 Wolo Inc. (“1847 Wolo”) entered into an offsetting management services agreement with the Manager. Pursuant to the management services agreement, the Manager will provide certain services to 1847 Wolo in exchange for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined within the management services agreement). 1847 Wolo expensed management fees of $75,000 for the three months ended March 31, 2026 and 2025.

On December 16, 2024, 1847 CMD Inc. (“1847 CMD”) entered into an offsetting management services agreement with the Manager. Pursuant to the management services agreement, the Manager will provide certain services to 1847 CMD in exchange for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined within the management services agreement). 1847 CMD expensed management fees of $75,000 for the three months ended March 31, 2026 and 2025, which is included in discontinued operations. See Note 3—Discontinued Operations for additional information.

In addition, if the aggregate amount of management fees paid or to be paid to the Manager under the offsetting management services agreements, exceeds, or is expected to exceed, 9.5% of the Company’s gross income in any fiscal year or the Parent Management Fee in any fiscal quarter, then the management fee to be paid by such entities shall be reduced, on a pro rata basis determined by reference to the other management fees to be paid to the Manager under other offsetting management services agreements.

In addition, under the Company’s operating agreement with the Manager, in the event of an acquisition of a target business or disposition of a subsidiary, the Manager will receive a transaction fee of 2% of the aggregate purchase price, which percentage decreases if the purchase exceeds $50 million.

On a consolidated basis, the Company expensed total management fees of $275,000 for the three months ended March 31, 2026 and 2025, of which $200,000 relates to continuing operations and $75,000 relates to discontinued operations. As of March 31, 2026 and December 31, 2025, accrued and unpaid management fees of $793,000 and $730,499, respectively, are included in accounts payable and accrued expenses in the condensed consolidated balance sheets.

1847 HOLDINGS LLCNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMARCH 31, 2026(UNAUDITED)

NOTE

12—COMMITMENTS AND CONTINGENCIES

On September 4, 2025, Alpha Capital Anstalt (“Alpha Capital”) filed a complaint in the Supreme Court of the State of New York, County of New York against the Company, in an action captioned Alpha Capital Anstalt v. 1847 Holdings LLC, Index No. 655245/2025. The complaint asserts a claim for breach of contract against the Company based on its alleged breach of a securities purchase agreement it entered into with Alpha Capital on December 14, 2024 (the “SPA”). Alpha Capital alleges that the Company breached the implied covenant of good faith and fair dealing and Section 4.10 in the SPA by failing to take steps to have its common shares listed on another trading market after it was delisted from NYSE American. Alpha Capital alleges that, as a result of the Company’s alleged failure in that regard, it has not been able to sell or exercise the securities it acquired under the SPA and in a subsequent transaction. Alpha Capital seeks damages of at least $2 million plus its attorney’s fees, costs, and pre- and post-judgment interest and, alternatively, an order requiring the Company to get its common shares listed on a trading market. On October 8, 2025, the Company filed an answer to the complaint denying the material allegations in the complaint and asserting several affirmative defenses. The Company amended its answer on April 2, 2026, and the amended answer includes a demand for the Company’s costs and attorney’s fees incurred in defending the action pursuant to the provision in SPA providing that the prevailing party in litigation is to be awarded its fees and costs from the other party. On January 22, 2026, the court held a Preliminary Conference and set September 18, 2026 as the deadline for Alpha Capital to file a note of issue/certificate of readiness, and the court will thereafter set a trial date. Discovery commenced on February 27, 2026 and is ongoing. The Company believes it has meritorious defenses to Alpha Capital’s claims, including because the Company’s common shares commenced trading on the OTCID market on October 15, 2025. The Company intends to vigorously defend itself against Alpha Capital’s claims. Due to this litigation being at an early stage, the Company cannot reasonably estimate at this time the potential loss or range of loss, if any, in the event of an adverse outcome in this matter. It is possible an adverse outcome could materially adversely affect the Company’s financial condition, results of operations, and cash flows. No accrual has been recorded with respect to this legal matter.

On October 17, 2025, Matthew Miller, individually and as principal of Strategic Risk, LLC (the “Plaintiff”), filed a complaint in the U.S. District Court for the Southern District of New York in an action captioned Matthew Miller v. 1847 Holdings LLC; 1847 Partners LLC; Ellery W. Roberts; Louis Bevilacqua; BevilacquaPLLC; Joseph D. Wilson; Eric Van Dam; Vernice Howard; Edward Tobin; Glyn Milburn; and Does 1-10, case no. 1:25-cv-08606-LAK. On October 24, 2025, the Plaintiff filed an amended complaint that also named Spartan Capital Securities LLC; and Sichenzia Ross Ference Carmel LLP as defendants. On October 28, 2025, the Court sua sponte dismissed the amended complaint without prejudice and with leave to replead. On November 24, 2025, the Plaintiff filed a second amended complaint naming 1847 Holdings, LLC, 1847 Partners, LLC, Ellery W. Roberts, Louis A. Bevilacqua, Bevilacqua PLLC, and Vernice Howard as defendants and alleging claims for securities fraud, scheme liability, control person liability, and common law fraud. On February 17, 2026, 1847 Holdings, 1847 Partners, Mr. Roberts, and Ms. Howard filed a motion to dismiss the second amended complaint. On April 18, 2026, the Court entered an order dismissing the second amended complaint. The dismissal is with prejudice with respect to all of the Plaintiff’s claims, with the exception of the common law fraud claim, with the Court exercising its discretion not to proceed with that claim. On April 20, 2026, the Court entered a judgment in favor of the defense.

NOTE

13—SHAREHOLDERS’ DEFICIT

Series A Senior Convertible Preferred Shares

As of March 31, 2026 and December 31, 2025, the Company had 50,592 series A senior convertible preferred shares issued and outstanding.

During the three months ended March 31, 2026, the Company accrued dividends of $8,755 for the series A senior convertible preferred shares.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

(UNAUDITED)

Series C Senior Convertible Preferred Shares

As of March 31, 2026 and December 31, 2025, the Company had 83,603 series C senior convertible preferred shares issued and outstanding.

During the three months ended March 31, 2026, the Company accrued dividends of $12,369 for the series C senior convertible preferred shares.

Series D Senior Convertible Preferred Shares

As of March 31, 2026 and December 31, 2025, the Company had 6,293,022 series D senior convertible preferred shares issued and outstanding.

During the three months ended March 31, 2026, the Company accrued dividends of $52,602 for the series D senior convertible preferred shares.

Series F Convertible Preferred Shares

As of March 31, 2026 and December 31, 2025, the Company had 1,027 series F convertible preferred shares issued and outstanding.

Common Shares

As of March 31, 2026 and December 31, 2025, the Company was authorized to issue 2,000,000,000 common shares, and had 65,293,659 and 61,918,659 common shares issued and outstanding, respectively.

During the three months ended March 31, 2026, the Company issued an aggregate of 3,375,000 common shares upon the cashless exercise of series A warrants issued in December 2024, resulting in extinguishment of warrant liabilities of $25,000.

Common Share Equivalents

For the three months ended March 31, 2026, there were 1,853,566,626 potential common share equivalents from warrants, convertible preferred shares, and convertible notes excluded from the diluted earnings per share calculations as their effect is anti-dilutive.

Warrants

The Company did not issue any new warrants during the three months ended March 31, 2026.

Below is a table summarizing the changes in warrants outstanding during the three months ended March 31, 2026:

			Weighted-<br> Average<br> Exercise<br> Price
Outstanding at December 31, 2025	1,113,606,976		$	0.08
Exercised/settled	(2,700,000	)		(0.05	)
Expired/forfeited	(21	)		(81,900	)
Outstanding at March 31, 2026	1,110,906,955		$	0.07
Exercisable at March 31, 2026	1,110,906,955		$	0.07

As of March 31, 2026, the outstanding warrants have a weighted-average remaining contractual life of 4.42 years and a total intrinsic value of $0.

NOTE 14—SUBSEQUENT EVENTS

On April 14, 2026, the Company entered into a non-binding letter of intent (“LOI”) for the sale of CMD to a strategic buyer backed by a major global private equity firm. Under the terms of the LOI, the proposed transaction values CMD at $65 million in an all-cash transaction, subject to the negotiation and execution of definitive transaction documents, customary closing conditions, and the completion of confirmatory due diligence. The Company currently expects to execute a definitive agreement and close the transaction within approximately 60 to 90 days, although there can be no assurance that a definitive agreement will be reached or that the transaction will be consummated on the terms described herein or at all.

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

The following management’s discussionand analysis of financial condition and results of operations provides information that management believes is relevant to an assessmentand understanding of our plans and financial condition. The following financial information is derived from our financial statementsand should be read in conjunction with such financial statements and notes thereto set forth elsewhere herein.

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our” and “our company” refer to 1847 Holdings LLC, a Delaware limited liability company, and its consolidated subsidiaries. References to “our manager” refer to 1847 Partners LLC, a Delaware limited liability company.

Special Note Regarding Forward Looking Statements

This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

●	our<br> ability to effectively integrate and operate the businesses that we acquire;
●	our<br> ability to successfully identify and acquire additional businesses;
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●	our<br> organizational structure, which may limit our ability to meet our dividend and distribution<br> policy;
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●	our<br> ability to service and comply with the terms of indebtedness;
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●	our<br> cash flow available for distribution and our ability to make distributions to our common<br> shareholders;
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●	our<br> ability to pay the management fee, profit allocation and put price to our manager when due;
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●	labor<br> disputes, strikes or other employee disputes or grievances;
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●	the<br> regulatory environment in which our businesses operate under;
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●	trends<br> in the industries in which our businesses operate;
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●	the<br> competitive environment in which our businesses operate;
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●	changes<br> in general economic or business conditions or economic or demographic trends in the United<br> States including changes in interest rates and inflation;
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●	our<br> and our manager’s ability to retain or replace qualified employees of our businesses<br> and our manager;
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●	casualties,<br> condemnation or catastrophic failures with respect to any of our business’ facilities;
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●	costs<br> and effects of legal and administrative proceedings, settlements, investigations and claims;<br> and
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●	extraordinary<br> or force majeure events affecting the business or operations of our businesses.
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In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on March 31, 2026, or the Annual Report, and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

Overview

We are an acquisition holding company focused on acquiring and managing a group of small businesses, which we characterize as those that have an enterprise value of less than $50 million, in a variety of different industries headquartered in North America.

On September 30, 2020, our subsidiary 1847 Cabinet Inc., or 1847 Cabinet, acquired Kyle’s Custom Wood Shop, Inc., an Idaho corporation, or Kyle’s. Kyle’s is a leading custom cabinetry maker servicing contractors and homeowners since 1976 in Boise, Idaho and the surrounding area. Kyle’s focuses on designing, building, and installing custom cabinetry primarily for custom and semi-custom builders.

On March 30, 2021, our subsidiary 1847 Wolo Inc., or 1847 Wolo, acquired Wolo Mfg. Corp., a New York corporation, and Wolo Industrial Horn & Signal, Inc., a New York corporation, which we collectively refer to as Wolo. Headquartered in Deer Park, New York and founded in 1965, Wolo designs and sells horn and safety products (electric, air, truck, marine, motorcycle and industrial equipment), and offers vehicle emergency and safety warning lights for cars, trucks, industrial equipment and emergency vehicles. During the first quarter of 2025, we classified the assets and liabilities of Wolo as held for sale. In the fourth quarter of 2025, we determined that Wolo no longer met the criteria for held for sale classification due to a change in management’s intent, as we decided to retain and rebuild Wolo’s operations. Accordingly, the assets and liabilities of Wolo were reclassified from held for sale. The results of Wolo’s operations are included within continuing operations for all periods presented.

On October 8, 2021, our subsidiary 1847 Cabinet acquired Sierra Homes, LLC d/b/a Innovative Cabinets & Design, a Nevada limited liability company, or ICD. ICD was founded in 2008 and specializes in custom cabinetry and countertops for a client base consisting of single-family homeowners, builders of multi-family homes, as well as commercial clients.

On December 16, 2024, our subsidiary 1847 CMD Inc., or 1847 CMD, acquired CMD Inc., a Nevada corporation, and CMD Finish Carpentry, LLC, a Nevada limited liability company, which we collectively refer to as CMD. Headquartered in Las Vegas, Nevada and founded in 2012, CMD specializes in finish carpentry and related products and services, including doors, frames, trim, hardware, millwork, cabinetry, and specialty construction accessories for general contractors, commercial developers, residential builders and homeowners, and government entities. During the first quarter of 2026, we received approval from our board to engage in an active program to sell CMD. We determined that our decision to sell CMD is considered a strategic shift that will have a major effect on our operations and financial results and met the criteria for classification as discontinued operations. As a result, the assets and liabilities of CMD are presented as held-for-sale in the unaudited condensed consolidated balance sheets and the operating results are presented as discontinued operations in the unaudited condensed consolidated statements of operations for all periods presented.

Through our structure, we offer investors an opportunity to participate in the ownership and growth of a portfolio of businesses that traditionally have been owned and managed by private equity firms, private individuals or families, financial institutions or large conglomerates. We believe that our management and acquisition strategies will allow us to achieve our goals to make and grow regular distributions to our common shareholders and increase common shareholder value over time.

We seek to acquire controlling interests in small businesses that we believe operate in industries with long-term macroeconomic growth opportunities, and that have positive and stable earnings and cash flows, face minimal threats of technological or competitive obsolescence and have strong management teams largely in place. We believe that private company operators and corporate parents looking to sell their businesses will consider us to be an attractive purchaser of their businesses. We make these businesses our majority-owned subsidiaries and actively manage and grow such businesses. We expect to improve our businesses over the long term through organic growth opportunities, add-on acquisitions and operational improvements.

Management Fees

On April 15, 2013, we and our manager entered into a management services agreement, pursuant to which we are required to pay our manager a quarterly management fee equal to 0.5% of our adjusted net assets for services performed (which we refer to as the parent management fee). The amount of the parent management fee with respect to any fiscal quarter is (i) reduced by the aggregate amount of any management fees received by our manager under any offsetting management services agreements with respect to such fiscal quarter, (ii) reduced (or increased) by the amount of any over-paid (or under-paid) parent management fees received by (or owed to) our manager as of the end of such fiscal quarter, and (iii) increased by the amount of any outstanding accrued and unpaid parent management fees. We did not expense any parent management fees for the three months ended March 31, 2026.

On August 21, 2020, 1847 Cabinet entered into an offsetting management services agreement with our manager, which was amended on October 8, 2021. Pursuant to the amended management services agreement, our manager will provide certain services to 1847 Cabinet in exchange for a quarterly management fee equal to the greater of $125,000 or 2% of adjusted net assets (as defined within the amended management services agreement). 1847 Cabinet expensed management fees of $125,000 for three months ended March 31, 2026 and 2025.

On March 30, 2021, 1847 Wolo entered into an offsetting management services agreement with our manager. Pursuant to the management services agreement, our manager will provide certain services to 1847 Wolo in exchange for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined within the management services agreement). 1847 Wolo expensed management fees of $75,000 for the three months ended March 31, 2026 and 2025.

On December 16, 2024, 1847 CMD entered into an offsetting management services agreement with our manager. Pursuant to the management services agreement, our manager will provide certain services to 1847 CMD in exchange for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined within the management services agreement). 1847 CMD expensed management fees of $75,000 for the three months ended March 31, 2026 and 2025, which is included in discontinued operations.

In addition, if the aggregate amount of management fees paid or to be paid to our manager under the offsetting management services agreements, exceeds, or is expected to exceed, 9.5% of our gross income in any fiscal year or the parent management fee in any fiscal quarter, then the management fee to be paid by such entities shall be reduced, on a pro rata basis determined by reference to the other management fees to be paid to our manager under other offsetting management services agreements.

On a consolidated basis, our company expensed total management fees from continuing operations and discontinued operations of $200,000 and $75,000, respectively for the three months ended March 31, 2026 and 2025.

Segments

Following the classification of CMD as held-for-sale and discontinued operations during the first quarter of 2026, we operate through three reportable segments within two primary industries. Our three reportable segments are Kyle’s, ICD, and Wolo. The following describes the primary revenue-generating activities of each segment.

●	Kyle’s and ICD (Construction Operations): Revenue is derived primarily from contracts with customers<br> for finish carpentry and related products and services, including millwork and cabinetry<br> for general contractors, commercial developers, residential builders and homeowners, and<br> government entities.
●	Wolo (Automotive Supplies Operations): Revenue is derived primarily from the sale of horn<br> and safety warning lights for cars, trucks, industrial equipment, and emergency vehicles.<br> Wolo sells its products to big-box national retail chains, specialty and industrial distributors,<br> online and mail order retailers, and original equipment manufacturers.
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We report all other business activities that are not reportable in the foregoing segments in corporate services. We provide general corporate services to our segments; however, these services are not considered when making operating decisions and assessing segment performance. The corporate services segment includes costs associated with executive management, financing activities and other public company-related costs.

Results of Operations

Comparison of the Three Months Ended March31, 2026 and 2025

The following table sets forth key components of our results of continuing operations during the three months ended March 31, 2026 and 2025, both in dollars and as a percentage of our revenues.

	Three Months Ended March 31,
	2026						2025
	Amount			% of<br> <br>Revenues			Amount			% of<br> <br>Revenues
Revenues	$	1,168,408			100.0	%	$	2,770,791			100.0	%
Operating expenses
Cost of revenues		753,437			64.5	%		1,540,346			55.6	%
Personnel		279,139			23.9	%		394,360			14.2	%
Depreciation and amortization		114,697			9.8	%		129,330			4.7	%
General and administrative		458,246			39.2	%		677,955			24.5	%
Professional fees		362,092			31.0	%		1,443,700			52.1	%
Total operating expenses		1,967,611			168.4	%		4,185,691			151.1	%
Loss from operations		(799,203	)		(68.4	)%		(1,414,900	)		(51.1	)%
Other income (expense)
Other expense		(11,319	)		(1.0	)%		–			–
Gain on disposal of property and equipment		–			–			53,554			1.9	%
Interest expense		(1,669,832	)		(142.9	)%		(1,229,506	)		(44.4	)%
Amortization of debt discounts		(159,295	)		(13.6	)%		(465,050	)		(16.8	)%
Loss on extinguishment of debt		–			–			(2,301,198	)		(83.1	)%
Loss on change in fair value of derivative liabilities		–			–			(35,000	)		(1.3	)%
Gain (loss) on change in fair value of warrant liabilities		(1,270,300	)		(108.7	)%		3,669,798			132.4	%
Total other expense		(3,110,746	)		(266.2	)%		(307,402	)		(11.1	)%
Loss from continuing operations before income taxes		(3,909,949	)		(334.6	)%		(1,722,302	)		(62.2	)%
Income tax benefit		62,000			5.3	%		94,000			3.4	%
Net loss from continuing operations	$	(3,847,949	)		(329.3	)%	$	(1,628,302	)		(58.8	)%

Revenues

Our total revenues were $1,168,408 for the three months ended March 31, 2026, as compared to $2,770,791 for the three months ended March 31, 2025. The followings tables present our revenues by segment for the three months ended March 31, 2026 and 2025:

	Three Months Ended March 31, 2026
	Kyle’s		ICD		Wolo		Total
Revenues
Cabinetry and millwork	$	1,101,530	$	–	$	–	$	1,101,530
Automotive horns		–		–		63,220		63,220
Automotive lighting		–		–		3,658		3,658
Total revenues	$	1,101,530	$	–	$	66,878	$	1,168,408
	Three Months Ended March 31, 2025
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	Kyle’s		ICD		Wolo		Total
Revenues
Cabinetry and millwork	$	1,862,352	$	–	$	–	$	1,862,352
Automotive horns		–		–		839,350		839,350
Automotive lighting		–		–		69,089		69,089
Total revenues	$	1,862,352	$	–	$	908,439	$	2,770,791

Construction Operations — Kyle’sand ICD

Revenue from our construction operations is derived from contracts with customers for finish carpentry and related products and services, including millwork and cabinetry for general contractors, commercial developers, residential builders and homeowners, and government entities.

Revenues from Kyle’s decreased by $760,822, or 40.9%, to $1,101,530 for the three months ended March 31, 2026 from $1,862,352 for the three months ended March 31, 2025. Such a decrease was primarily attributable to the timing of new contract awards and the commencement of related performance obligations. Revenue from Kyle’s construction contracts is recognized over time as costs are incurred, and the volume of active contracts in the first quarter of 2026 reflects a temporary reduction in new project starts compared to the prior year period. Management expects revenue to recover as newly awarded contracts advance toward completion and additional contract awards are obtained.

ICD generated no revenues during the three months ended March 31, 2026 or 2025, as we continued the operational repositioning of ICD’s business following the closure of its warehouse facility in 2025. Management is evaluating strategic alternatives for ICD’s operations going forward.

Automotive Supplies Operations —Wolo

Revenue from our automotive supplies operations is derived from the sale of horn and safety warning lights for cars, trucks, industrial equipment, and emergency vehicles.

Revenues from Wolo decreased by $841,561, or 92.6%, to $66,878 for the three months ended March 31, 2026 from $908,439 for the three months ended March 31, 2025. The decrease in revenues reflects the continued transition of Wolo’s business model following the strategic repositioning undertaken during 2025, which included the transition to a third-party logistics model and a refocusing of commercial efforts on e-commerce growth channels. Revenue during the first quarter of 2026 reflects the early stages of this transition, as we continued to rebuild Wolo’s product availability and establish its presence across e-commerce platforms. While revenues remain significantly below prior year levels during this rebuilding period, management believes the operational changes implemented position Wolo for improved performance as its e-commerce channels mature and product availability increases.

Cost of Revenues and Gross Profit

Our total cost of revenues was $753,437 for the three months ended March 31, 2026, as compared to $1,540,346 for the three months ended March 31, 2025. Accordingly, our total gross profit was $414,971 for the three months ended March 31, 2026, as compared to $1,230,445 for the three months ended March 31, 2025.

Construction Operations — Kyle’sand ICD

Cost of revenues from our construction operations primarily consists of direct materials, including doors, frames, trim, hardware, millwork, and cabinetry, direct labor and subcontractor costs, and other costs directly attributable to contract performance.

Cost of revenues for Kyle’s decreased by $252,835, or 25.9%, to $723,320 for the three months ended March 31, 2026 from $976,155 for the three months ended March 31, 2025, consistent with the decrease in revenues. Accordingly, gross profit for Kyle’s decreased by $507,987, or 57.3%, to $378,210 for the three months ended March 31, 2026 from $886,197 for the three months ended March 31, 2025. Gross margin for Kyle’s declined to 34.3% for the three months ended March 31, 2026 from 47.6% for the three months ended March 31, 2025, reflecting the impact of fixed and semi-fixed direct costs being absorbed over a significantly lower revenue base during the period. As active contract volume declined due to the timing of new contract awards, certain direct labor and overhead costs could not be proportionally reduced, resulting in margin compression. Management expects gross margins to recover as new contract awards are obtained and revenue volumes return to normalized levels.

ICD generated no revenues during the three months ended March 31, 2026 or 2025, and accordingly no cost of revenues was recorded for either period.

Automotive Supplies Operations —Wolo

Cost of revenue from our automotive supplies operations primarily consists of the costs of purchased finished goods, inbound freight and tariff costs.

Cost of revenues for Wolo decreased by $534,074, or 94.7%, to $30,117 for the three months ended March 31, 2026 from $564,191 for the three months ended March 31, 2025, consistent with the decrease in revenues. Accordingly, gross profit for Wolo decreased by $307,487, or 89.3%, to $36,761 for the three months ended March 31, 2026 from $344,248 for the three months ended March 31, 2025. Gross margin for Wolo improved to 55.0% for the three months ended March 31, 2026 from 37.9% for the three months ended March 31, 2025, primarily due to a favorable shift in product and channel mix as Wolo transitions toward direct-to-consumer e-commerce sales, which carry higher margins relative to the wholesale and distributor channels that comprised a greater portion of revenues in the prior year period. Additionally, the transition to a third-party logistics model reduced certain fixed fulfillment and warehousing costs that were previously absorbed into cost of revenues. The improved gross margin percentage should be considered in the context of the significantly reduced revenue base and may not be indicative of future results as Wolo continues to rebuild its revenue base.

Personnel Costs

Personnel costs include employee salaries and bonuses, and related payroll taxes, as well as health insurance premiums, 401(k) contributions, and training costs. Our total personnel costs were $279,139 for the three months ended March 31, 2026, as compared to $394,360 for the three months ended March 31, 2025.

Construction Operations — Kyle’sand ICD

Personnel costs for Kyle’s increased by $35,943, or 12.7%, to $318,550 for the three months ended March 31, 2026 from $282,607 for the three months ended March 31, 2025. Such increase was primarily due to additional headcount added during 2025 in anticipation of new contract awards and the associated revenue ramp up expected in subsequent periods. As a percentage of revenues, personnel costs for Kyle’s were 28.9% and 15.2% for the three months ended March 31, 2026 and 2025, respectively.

ICD did not have any personnel costs for the three months ended March 31, 2026, as compared to $60,906 for the three months ended March 31, 2025. Such decrease was primarily due to the reduction in workforce resulting from the operational repositioning described above.

Automotive Supplies Operations —Wolo

Personnel costs for Wolo decreased by $136,405, or 82.0%, to $29,864 for the three months ended March 31, 2026 from $166,269 for the three months ended March 31, 2025. Such decrease was primarily due to the significant reduction in workforce in connection with the transition to a third-party logistics model. As a percentage of revenues, personnel costs for Wolo were 44.7% and 18.3% for the three months ended March 31, 2026 and 2025, respectively.

Corporate Services

Personnel costs for the corporate services segment were $(69,275) for the three months ended March 31, 2026 compared to $(115,422) for the three months ended March 31, 2025. Corporate personnel costs reflect intercompany allocations of corporate compensation costs to the operating subsidiaries, which eliminate in consolidation, resulting in net credit balances for the three months ended March 31, 2026 and 2025.

Depreciation and Amortization

Our total depreciation and amortization expense decreased by $14,633, or 11.3%, to $114,697 for the three months ended March 31, 2026 from $129,330 for the three months ended March 31, 2025. Such a decrease was primarily a result of disposals of property and equipment during 2025 resulting in a lower depreciable asset base in the current period.

General and Administrative Expenses

Our general and administrative expenses consist primarily of insurance expense, rent expense, management fees, advertising, bank fees, bad debt expense, and other general expenses incurred in connection with general operations. Our total general and administrative expenses were $458,246 for the three months ended March 31, 2026, as compared to $677,955 for the three months ended March 31, 2025.

Construction Operations — Kyle’sand ICD

General and administrative expenses for Kyle’s decreased by $124, or 0.0%, to $275,035 for the three months ended March 31, 2026 from $275,159 for the three months ended March 31, 2025, remaining essentially flat period over period. As a percentage of revenues, general and administrative expenses for Kyle’s were 25.0% and 14.8% for the three months ended March 31, 2026 and 2025, respectively.

General and administrative expenses for ICD decreased by $180,567, or 74.3%, to $62,559 for the three months ended March 31, 2026 from $243,126 for the three months ended March 31, 2025. Such a decrease was primarily due to reduced operating costs resulting from the abandonment of the warehouse facility and workforce reductions, partially offset by costs incurred in connection with the operational repositioning.

Automotive Supplies Operations —Wolo

General and administrative expenses for Wolo decreased by $123,485, or 52.5%, to $111,801 for the three months ended March 31, 2026 from $235,286 for the three months ended March 31, 2025. Such a decrease was primarily due to reduced operating costs in connection with the operational repositioning, including the termination of the warehouse lease and the transition to a third-party logistics model. As a percentage of revenues, general and administrative expenses for Wolo were 167.2% and 25.9% for the three months ended March 31, 2026 and 2025, respectively.

Corporate Services

General and administrative expenses for the corporate services segment were $8,851 for the three months ended March 31, 2026 compared to $(75,616) for the three months ended March 31, 2025. Corporate general and administrative expenses reflect intercompany allocations of corporate overhead costs to the operating subsidiaries, which eliminate in consolidation. The prior period reflects a net credit balance resulting from allocations of corporate costs to operating subsidiaries exceeding total corporate overhead incurred during that period. The current period reflects a net expense as the level of corporate overhead retained at the corporate level exceeded amounts allocated to operating subsidiaries during the three months ended March 31, 2026.

Professional Fees

Our total professional fees were $362,092 for the three months ended March 31, 2026, as compared to $1,443,700 for the three months ended March 31, 2025.

Construction Operations — Kyle’sand ICD

Kyle’s did not incur any professional fees for the three months ended March 31, 2026 and 2025.

ICD did not incur any professional fees for the three months ended March 31, 2026, as compared to $3,518 for the three months ended March 31, 2025. Such a decrease was primarily due a reduction in legal and consulting fees in connection with the operational repositioning and workforce reductions undertaken during 2025.

Automotive Supplies Operations —Wolo

Professional fees for Wolo decreased by $18,030, or 71.8%, to $7,087 for the three months ended March 31, 2026 from $25,117 for the three months ended March 31, 2025. Such decrease was primarily due to reduced legal and consulting fees in connection with the operational repositioning undertaken during 2025, including costs associated with the warehouse lease termination and logistics transition that were incurred in the prior year period and did not recur. As a percentage of revenues, professional fees for Wolo were 10.6% and 2.8% for the three months ended March 31, 2026 and 2025, respectively.

Corporate Services

Professional fees for the corporate services segment decreased by $1,060,060, or 74.9%, to $355,005 for the three months ended March 31, 2026 from $1,415,065 for the three months ended March 31, 2025. Such a decrease was primarily due to a reduction in legal fees associated with outstanding litigation matters and lower audit and accounting fees in the current period. The prior period reflected elevated professional fees following the acquisition of CMD in December 2024, which did not recur at the same level in the current period.

Total Other Income (Expense)

We had $3,110,746 in total other expense, net, for the three months ended March 31, 2026, as compared to $307,402 for the three months ended March 31, 2025. Other expense, net, for the three months ended March 31, 2026 consisted of interest expense of $1,669,832, a loss on change in fair value of warrant liabilities of $1,270,300, amortization of debt discounts of $159,295 and other expense of $11,319, while other expense, net, for the three months ended March 31, 2025 consisted of a loss on extinguishment of debt of $2,301,198, interest expense of $1,229,506, amortization of debt discounts of $465,050 and a loss on change in fair value of derivative liabilities of $35,000, offset by a gain on change in fair value of warrant liabilities of $3,669,798 and a gain on disposal of property and equipment of $53,554.

Income Tax Benefit

We had an income tax benefit of $62,000 for the three months ended March 31, 2026, as compared to $94,000 for the three months ended March 31, 2025.

Net Loss from Continuing Operations

As a result of the cumulative effect of the factors described above, we had a net loss from continuing operations of $3,847,949 for the three months ended March 31, 2026, as compared to $1,628,302 for the three months ended March 31, 2025.

Liquidity and Capital Resources

As of March 31, 2026, we had cash and cash equivalents of $534,868, an accumulated deficit of $113,085,628, and a working capital deficit of $34,197,083. For the three months ended March 31, 2026, we incurred an operating loss of $799,203 and net cash provided by operating activities from continuing operations of $660,205. To date, we have financed our operations primarily through revenue generated from operations, cash proceeds from financing activities, borrowings, and equity contributions by our shareholders.

Notwithstanding current period positive operating cash flows, we do not expect to have sufficient cash and other liquid resources to meet our obligations as they become due over the next twelve months, primarily due to the magnitude of our current liabilities and significant near-term debt maturities. These conditions, considered in the aggregate, raise substantial doubt about our company’s ability to continue as a going concern within one year after the date our condensed consolidated financial statements are issued.

Management plans to address these conditions by securing additional capital through debt and equity financing, including potential public and private offerings of our securities, evaluating opportunities to refinance or extend the maturity of existing debt obligations, implementing reductions in discretionary operating expenditures to the extent practicable, exploring strategic alternatives with respect to our operating subsidiaries to reduce debt obligations, and actively pursuing the sale of CMD. We have entered into a non-binding letter of intent with a prospective buyer and are in the process of negotiating definitive transaction documents. If consummated, the proceeds from such a sale would be expected to be sufficient to repay a significant portion of our outstanding debt obligations. However, there can be no assurance that a definitive agreement will be reached or that the transaction will be completed on terms acceptable to us or at all. Management has evaluated whether it is probable that these plans would be effectively implemented and, if so, whether they would mitigate the relevant conditions or events that raise substantial doubt within the next twelve months. Because these plans are subject to market conditions and reliance on third parties, and because there is no assurance that we will be able to raise capital on acceptable terms or at all, management has concluded that substantial doubt about our company’s ability to continue as a going concern has not been alleviated as of the date our condensed consolidated financial statements are issued.

Our condensed consolidated financial statements have been prepared assuming our company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Our condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that might result should we be unable to continue as a going concern. If we are unable to obtain adequate capital, we could be forced to cease or curtail our operations.

We also believe additional funds are required to execute our business plan and our strategy of acquiring additional businesses. The funds required to execute our business plan will depend on the size, capital structure and purchase price consideration that the seller of a target business deems acceptable in a given transaction. The amount of funds needed to execute our business plan also depends on what portion of the purchase price of a target business the seller of that business is willing to take in the form of seller notes or our equity or equity in one of our subsidiaries. We will seek growth as funds become available from cash flow, borrowings, additional capital raised privately or publicly, or seller retained financing.

Our primary use of funds will be for future acquisitions, public company expenses including regular distributions to our shareholders, investments in future acquisitions, payments to our manager pursuant to the management services agreement, potential payment of profit allocation to our manager and potential put price to our manager in respect of the allocation shares it owns. The management fee, expenses, potential profit allocation and potential put price are paid before distributions to shareholders and may be significant and exceed the funds we hold, which may require us to dispose of assets or incur debt to fund such expenditures. See Item 1. “Business—Our Manager” included in the Annual Report for more information concerning the management fee, the profit allocation and put price.

The amount of management fee paid to our manager by us is reduced by the aggregate amount of any offsetting management fees, if any, received by our manager from any of our businesses. As a result, the management fee paid to our manager may fluctuate from quarter to quarter. The amount of management fee paid to our manager may represent a significant cash obligation. In this respect, the payment of the management fee will reduce the amount of cash available for distribution to shareholders.

Our manager, as holder of 100% of our allocation shares, is entitled to receive a twenty percent (20%) profit allocation as a form of preferred equity distribution, subject to an annual hurdle rate of eight percent (8%), as follows. Upon the sale of a subsidiary, our manager will be paid a profit allocation if the sum of (i) the excess of the gain on the sale of such subsidiary over a high-water mark plus (ii) the subsidiary’s net income since its acquisition by us exceeds the 8% hurdle rate. The 8% hurdle rate is the product of (i) a 2% rate per quarter, multiplied by (ii) the number of quarters such subsidiary was held by us, multiplied by (iii) the subsidiary’s average share (determined based on gross assets, generally) of our consolidated net equity (determined according to U.S. generally accepted accounting principles, or GAAP, with certain adjustments). In certain circumstances, after a subsidiary has been held for at least 5 years, our manager may also trigger a profit allocation with respect to such subsidiary (determined based solely on the subsidiary’s net income since its acquisition). The amount of profit allocation may represent a significant cash payment and is senior in right to payments of distributions to our shareholders. Therefore, the amount of profit allocation paid, when paid, will reduce the amount of cash available to us for our operating and investing activities, including future acquisitions. See Item 1. “Business—Our Manager—Our Manager as an Equity Holder—Manager’sProfit Allocation” included in the Annual Report for more information on the calculation of the profit allocation.

Our operating agreement also contains a supplemental put provision, which gives our manager the right, subject to certain conditions, to cause us to purchase the allocation shares then owned by our manager upon termination of the management services agreement. The amount of put price under the supplemental put provision is determined by assuming all of our subsidiaries are sold at that time for their fair market value and then calculating the amount of profit allocation would be payable in such a case. If the management services agreement is terminated for any reason other than our manager’s resignation, the payment to our manager could be as much as twice the amount of such hypothetical profit allocation. As is the case with profit allocation, the calculation of the put price is complex and based on many factors that cannot be predicted with any certainty at this time. See Item 1. “Business—Our Manager—Our Manager as an Equity Holder—Supplemental Put Provision” included in the Annual Report for more information on the calculation of the put price. The put price obligation, if our manager exercises its put right, will represent a significant cash payment and is senior in right to payments of distributions to our shareholders. Therefore, the amount of put price will reduce the amount of cash available to us for our operating and investing activities, including future acquisitions.

Summary of Cash Flow

The following table provides detailed information about our net cash flows from continuing operations for the periods indicated:

	Three Months Ended<br><br> March 31,
	2026			2025
Net cash provided by operating activities from continuing operations	$	660,205		$	370,469
Net cash provided by investing activities from continuing operations		–			62,000
Net cash used in financing activities from continuing operations		(389,028	)		(1,101,270	)
Net change in cash and cash equivalents from continuing operations		271,177			(668,801	)
Cash, cash equivalents, and restricted cash at the beginning of period		263,691			2,162,412
Cash, cash equivalents, and restricted cash at the end of period	$	534,868		$	1,493,611

Net cash provided by operating activities from continuing operations was $660,205 for the three months ended March 31, 2026, as compared to $370,469 for the three months ended March 31, 2025. Significant factors affecting the increase in net cash provided by operating activities were a result of decreased accounts receivable and contract assets, increased accounts payable and accrued expenses, offset by increased inventories.

Net cash provided by investing activities from continuing operations was $0 for the three months ended March 31, 2026, as compared to $62,000 for the three months ended March 31, 2025. The net cash provided by investing activities from continuing operations for three months ended March 31, 2025 consisted entirely of proceeds received in the disposal of property and equipment.

Net cash used in financing activities from continuing operations was $389,028 for the three months ended March 31, 2026, as compared to $1,101,270 for the three months ended March 31, 2025. The net cash used in financing activities from continuing operations for the three months ended March 31, 2026 consisted of proceeds received from the purchase and sale of future revenues loan of $619,000, offset by repayments of notes payable and finance liabilities of $852,302 and repayments of related party notes payable of $155,726, while the net cash used in financing activities from continuing operations for the three months ended March 31, 2025 consisted entirely of repayments of notes payable and finance lease liabilities.

Debt

The following table shows aggregate figures for our total debt that is coming due in the short and long term as of March 31, 2026. For a complete description of the terms of our outstanding debt, please see Note 10—Notes Payable to our condensed consolidated financial statements above and Notes 14—NotesPayable, 15—Convertible Notes Payable and 16—Related Parties to our consolidated financial statements for the years ended December 31, 2025 and 2024 included in the Annual Report.

	Short-Term			Long-Term		Total Debt
Notes Payable
Vehicle loans	$	1,408		$	–	$	1,408
6% Subordinated promissory note		500,000			–		500,000
Purchase and sale of future revenues loan		1,053,000			–		1,053,000
20% OID subordinated promissory note		2,863,820			–		2,863,820
12% subordinated promissory note for services		840,000			–		840,000
25% OID subordinated promissory note		1,455,600			–		1,455,600
Total notes payable		6,713,828			–		6,713,828
Less: debt discounts		(267,534	)		–		(267,534	)
Total notes payable, net		6,446,294			–		6,446,294
Related Party Notes Payable
Related party promissory note		654,898			454,702		1,109,600
Convertible Notes Payable
Secured convertible promissory notes		22,751,184			–		22,751,184
Finance Leases
Financing leases		195,214			180,861		376,075
Combined total debt	$	30,315,124		$	635,563	$	30,950,687
Less: combined debt discounts		(267,534	)		–		(267,534	)
Combined total debt, net	$	30,047,590		$	635,563	$	30,683,153

Contractual Obligations

Our principal commitments consist mostly of obligations under the loans described above and other contractual commitments described below.

We have engaged our manager to manage our day-to-day operations and affairs. Our relationship with our manager will be governed principally by the following agreements:

●	the<br> management services agreement and offsetting management services agreements relating to the<br> management services our manager will perform for us and the businesses we own and the management<br> fee to be paid to our manager in respect thereof; and
●	our<br> operating agreement setting forth our manager’s rights with respect to the allocation<br> shares it owns, including the right to receive profit allocations from us, and the supplemental<br> put provision relating to our manager’s right to cause us to purchase the allocation<br> shares it owns.
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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

The preparation of the unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical AccountingPolicies” in the Annual Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result of this evaluation, our chief executive officer and chief financial officer have concluded that, because of the material weaknesses described in Item 9A “Controls and Procedures” of the Annual Report, which we are still in the process of remediating as of March 31, 2026, our disclosure controls and procedures were not effective as of March 31, 2026. Investors are directed to Item 9A of the Annual Report for the description of these weaknesses. Notwithstanding the identified material weaknesses, management, including our chief executive officer and chief financial officer, believes the consolidated financial statements included in this report fairly represent, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with GAAP.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure

Changes in Internal Control Over Financial Reporting

Other than the remedial changes described below, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

As disclosed in the Annual Report, our management has identified the steps necessary to address the material weaknesses, and in the first quarter of 2026, we continued to implement the following remedial procedures:

●	increasing<br> personnel resources and technical accounting expertise within the accounting function (until<br> we have sufficient technical accounting resources, we have engaged external consultants to<br> provide support and to assist us in our evaluation of more complex applications of GAAP);
●	engaging<br> internal control consultants to assist us in performing a financial reporting risk assessment<br> as well as identifying and designing our system of internal controls necessary to mitigate<br> the risks identified; and
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●	preparation<br> of written documentation of our internal control policies and procedures.
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We continue to enhance corporate oversight over process-level controls and structures to ensure that there is an appropriate assignment of authority, responsibility, and accountability to enable remediation of our material weaknesses. While management believes that the steps that we have taken and plan to take will be sufficient to remediate the identified material weaknesses and improve the overall system of internal control over financial reporting, the material weaknesses cannot be considered remediated until the applicable relevant controls operate for a sufficient period of time. As we continue to evaluate, and work to improve, our internal control over financial reporting, management may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

On September 4, 2025, Alpha Capital Anstalt, or Alpha Capital, filed a complaint in the Supreme Court of the State of New York, County of New York against our company, in an action captioned Alpha Capital Anstalt v. 1847 Holdings LLC, Index No. 655245/2025. The complaint asserts a claim for breach of contract against our company based on its alleged breach of a securities purchase agreement it entered into with Alpha Capital on December 14, 2024, or the SPA. Alpha Capital alleges that we breached the implied covenant of good faith and fair dealing and Section 4.10 in the SPA by failing to take steps to have our common shares listed on another trading market after it was delisted from NYSE American. Alpha Capital alleges that, as a result of our alleged failure in that regard, it has not been able to sell or exercise the securities it acquired under the SPA and in a subsequent transaction. Alpha Capital seeks damages of at least $2 million plus its attorney’s fees, costs, and pre- and post-judgment interest and, alternatively, an order requiring us to get our common shares listed on a trading market. On October 8, 2025, we filed an answer to the complaint denying the material allegations in the complaint and asserting several affirmative defenses. We amended our answer on April 2, 2026, and the amended answer includes a demand for our costs and attorney’s fees incurred in defending the action pursuant to the provision in SPA providing that the prevailing party in litigation is to be awarded its fees and costs from the other party. On January 22, 2026, the court held a Preliminary Conference and set September 18, 2026 as the deadline for Alpha Capital to file a note of issue/certificate of readiness, and the court will thereafter set a trial date. Discovery commenced on February 27, 2026 and is ongoing. We believe we have meritorious defenses to Alpha Capital’s claims, including because our common shares commenced trading on the OTCID market on October 15, 2025. Our company intends to vigorously defend itself against Alpha Capital’s claims. Due to this litigation being at an early stage, we cannot reasonably estimate at this time the potential loss or range of loss, if any, in the event of an adverse outcome in this matter. It is possible an adverse outcome could materially adversely affect our financial condition, results of operations, and cash flows. No accrual has been recorded with respect to this legal matter.

On October 17, 2025, Matthew Miller, individually and as principal of Strategic Risk, LLC, or the Plaintiff, filed a complaint in the U.S. District Court for the Southern District of New York in an action captioned Matthew Miller v. 1847 Holdings LLC; 1847 Partners LLC; Ellery W. Roberts; Louis Bevilacqua; BevilacquaPLLC; Joseph D. Wilson; Eric Van Dam; Vernice Howard; Edward Tobin; Glyn Milburn; and Does 1-10, case no. 1:25-cv-08606-LAK. On October 24, 2025, Plaintiff filed an amended complaint that also named Spartan Capital Securities LLC; and Sichenzia Ross Ference Carmel LLP as defendants. On October 28, 2025, the Court sua sponte dismissed the amended complaint without prejudice and with leave to replead. On November 24, 2025, the Plaintiff filed a second amended complaint naming 1847 Holdings, LLC, 1847 Partners, LLC, Ellery W. Roberts, Louis A. Bevilacqua, Bevilacqua PLLC, and Vernice Howard as defendants and alleging claims for securities fraud, scheme liability, control person liability, and common law fraud. On February 17, 2026, 1847 Holdings, 1847 Partners, Mr. Roberts, and Ms. Howard filed a motion to dismiss the second amended complaint. On April 18, 2026, the Court entered an order dismissing the second amended complaint. The dismissal is with prejudice with respect to all of the Plaintiff’s claims, with the exception of the common law fraud claim, with the Court exercising its discretion not to proceed with that claim. On April 20, 2026, the Court entered a judgment in favor of the defense.

ITEM 1A. RISK FACTORS.

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITYSECURITIES AND USE OF PROCEEDS.

We have not sold any equity securities during the three months ended March 31, 2026 that were not previously disclosed in a current report on Form 8-K that was filed during the quarter.

We did not repurchase any of our common shares during the three months ended March 31, 2026.

ITEM 3. DEFAULTS UPON SENIORSECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

We have no information to disclose that was required to be disclosed in a report on Form 8-K during the three months ended March 31, 2026 but was not reported.

There have been no material changes to the procedures by which shareholders may recommend nominees to our board of directors since such procedures were last disclosed.

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the three months ended March 31, 2026.

ITEM 6. EXHIBITS.

Exhibit No.	Description of Exhibit
3.1	Certificate<br> of Formation of 1847 Holdings LLC (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on February<br> 7, 2014)
3.2	Second<br> Amended and Restated Operating Agreement of 1847 Holdings LLC, dated January 19, 2018 (incorporated by reference to Exhibit 3.1 to<br> the Current Report on Form 8-K filed on January 22, 2018)
3.3	Amendment<br> No. 1 to Second Amended and Restated Operating Agreement (incorporated by reference to Exhibit 3.1 to the Current Report on Form<br> 8-K filed on August 11, 2021)
3.4	Amendment<br> No. 2 to Second Amended and Restated Operating Agreement of 1847 Holdings LLC, dated October 16, 2023 (incorporated by reference<br> to Exhibit 3.3 to the Current Report on Form 8-K filed on October 16, 2023)
3.5	Amendment<br> No. 3 to Second Amended and Restated Operating Agreement of 1847 Holdings LLC, dated December 19, 2023 (incorporated by reference<br> to Exhibit 3.5 to the Registration Statement on Form S-1 filed on January 24, 2024)
3.6	Amendment<br> No. 4 to Second Amended and Restated Operating Agreement of 1847 Holdings LLC, dated March 11, 2025 (incorporated by reference to<br> Exhibit 3.1 to the Current Report on Form 8-K filed on March 17, 2025)
4.1	Amended<br> and Restated Share Designation of Series A Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.1 to the Current<br> Report on Form 8-K filed on April 1, 2021)
4.2	Amendment<br> No. 1 to Amended and Restated Share Designation of Series A Senior Convertible Preferred Shares (incorporated by reference to Exhibit<br> 4.2 to the Current Report on Form 8-K filed on October 5, 2021)
4.3	Share<br> Designation of Series C Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.1 to the Current Report on Form<br> 8-K filed on August 23, 2024)

4.4	Share<br> Designation of Series D Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.3 to the Quarterly Report on<br> Form 10-Q filed on August 19, 2024)
4.5	Share<br> Designation of Series F Convertible Preferred Shares (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K<br> filed on March 31, 2025)
4.6	Form<br> of Pre-Funded Warrant to Purchase Common Shares, dated December 16, 2024 (incorporated by reference to Exhibit 4.1 to the Current<br> Report on Form 8-K filed on December 18, 2024)
4.7	Form<br> of Series A Warrant to Purchase Common Shares, dated December 16, 2024 (incorporated by reference to Exhibit 4.2 to the Current Report<br> on Form 8-K filed on December 18, 2024)
4.8	Form<br> of Series B Warrant to Purchase Common Shares, dated December 16, 2024 (incorporated by reference to Exhibit 4.3 to the Current Report<br> on Form 8-K filed on December 18, 2024)
4.9	Form<br> of Series B Warrant to Purchase Common Shares, dated October 30, 2024 (incorporated by reference to Exhibit 4.3 to the Current Report<br> on Form 8-K filed on October 31, 2024)
4.10	Form<br> of Common Share Purchase Warrant issued by 1847 Holdings LLC on May 8, 2024 (incorporated by reference to Exhibit 4.1 to the Current<br> Report on Form 8-K filed on May 14, 2024)
4.11	Common<br> Share Purchase Warrant issued by 1847 Holdings LLC to Spartan Capital Securities, LLC on May 8, 2024 (incorporated by reference to<br> Exhibit 4.2 to the Current Report on Form 8-K filed on May 14, 2024)
4.12	Warrant<br> Agency Agreement, dated August 11, 2023, between 1847 Holdings LLC and VStock Transfer, LLC and Form of Warrant (incorporated by<br> reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 14, 2023)
4.13	Common<br> Share Purchase Warrant issued by 1847 Holdings LLC to Spartan Capital Securities, LLC on August 11, 2023 (incorporated by reference<br> to Exhibit 4.2 to the Current Report on Form 8-K filed on August 14, 2023)
4.14	Common<br> Share Purchase Warrant issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on February 22, 2023 (incorporated by reference<br> to Exhibit 4.6 to Amendment No. 1 to Registration Statement on Form S-3 filed on April 28, 2023)
4.15	Common<br> Share Purchase Warrant issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on February 9, 2023 (incorporated by reference<br> to Exhibit 4.10 to Amendment No. 1 to Registration Statement on Form S-3 filed on April 28, 2023)
4.16	Common<br> Share Purchase Warrant issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on February 3, 2023 (incorporated by reference<br> to Exhibit 4.13 to Amendment No. 1 to Registration Statement on Form S-3 filed on April 28, 2023)
4.17	Common Share Purchase Warrant issued to Craft Capital Management LLC on August 5, 2022 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 8, 2022)
4.18	Common Share Purchase Warrant issued to R.F. Lafferty & Co. Inc. on August 5, 2022 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on August 8, 2022)
4.19	Warrant for Common Shares issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on July 8, 2022 (incorporated by reference to Exhibit 4.18 to the Registration Statement on Form S-3 filed on February 1, 2023)
4.20	Warrant for Common Shares issued by 1847 Holdings LLC to Leonite Capital LLC on October 8, 2021 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on October 13, 2021)
31.1*	Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	Inline<br> XBRL Document Set for the unaudited condensed consolidated financial statements and accompanying notes included in this Quarterly<br> Report on Form 10-Q
104*	Inline<br> XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set
*	Filed herewith
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**	Furnished herewith

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.

Date: May 15, 2026	1847 HOLDINGS LLC
	/s/ Ellery W. Roberts
	Name: Ellery W. Roberts
	Title: Chief Executive Officer
	(Principal Executive Officer)
	/s/ Vernice L. Howard
	Name: Vernice L. Howard
	Title: Chief Financial Officer
	(Principal Financial and Accounting Officer)

Exhibit 31.1

CERTIFICATIONS

I, Ellery W. Roberts, certify that:

1.	I have reviewed this quarterly<br>report on Form 10-Q of 1847 Holdings LLC;
2.	Based on my knowledge, this<br>report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,<br>in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the<br>financial statements, and other financial information included in this report, fairly present in all material respects the financial<br>condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.	The registrant’s other<br>certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange<br>Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))<br>for the registrant and have:
---	---
a)	Designed such disclosure controls<br>and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information<br>relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly<br>during the period in which this report is being prepared;
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b)	Designed such internal control<br>over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable<br>assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance<br>with generally accepted accounting principles; c) Evaluated<br>the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the<br>effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br>and
---	---
d)	Disclosed in this report any<br>change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal<br>quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably<br>likely to materially affect, the registrant’s internal control over financial reporting; and
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5.	The registrant’s other<br>certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the<br>registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent<br>functions):
---	---
a)	All significant deficiencies<br>and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely<br>affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	Any fraud, whether or not material,<br>that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: May 15, 2026

/s/ Ellery W. Roberts
Ellery W. Roberts
Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Vernice L. Howard, certify that:

1.	I have reviewed this quarterly<br>report on Form 10-Q of 1847 Holdings LLC;
2.	Based on my knowledge, this<br>report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,<br>in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the<br>financial statements, and other financial information included in this report, fairly present in all material respects the financial<br>condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.	The registrant’s other<br>certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange<br>Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))<br>for the registrant and have:
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a)	Designed such disclosure controls<br>and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information<br>relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly<br>during the period in which this report is being prepared;
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b)	Designed such internal control<br>over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable<br>assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance<br>with generally accepted accounting principles; c) Evaluated<br>the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the<br>effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br>and
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d)	Disclosed in this report any<br>change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal<br>quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably<br>likely to materially affect, the registrant’s internal control over financial reporting; and
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5.	The registrant’s other<br>certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the<br>registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent<br>functions):
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a)	All significant deficiencies<br>and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely<br>affect the registrant’s ability to record, process, summarize and report financial information; and
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b)	Any fraud, whether or not material,<br>that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: May 15, 2026

/s/ Vernice L. Howard
Vernice L. Howard
Chief Financial Officer<br><br>(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION1350,

AS ADOPTED PURSUANT TO SECTION 906OF THE SARBANES-OXLEY ACT OF 2002

The undersigned Chief Executive Officer of 1847 HOLDINGS LLC (the “Company”), DOES HEREBY CERTIFY that:

1.	The Company’s Quarterly Report on Form 10-Q for the<br>quarter ended March 31, 2026 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities<br>Exchange Act of 1934; and
2.	Information contained in the Report fairly presents, in all<br>material respects, the financial condition and results of operation of the Company.
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IN WITNESS WHEREOF, the undersigned has executed this statement on May 15, 2026.

/s/ Ellery W. Roberts
Ellery W. Roberts
Chief Executive Officer<br><br> (Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to 1847 Holdings LLC and will be retained by 1847 Holdings LLC and furnished to the Securities and Exchange Commission or its staff upon request.

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION1350,

AS ADOPTED PURSUANT TO SECTION 906OF THE SARBANES-OXLEY ACT OF 2002

The undersigned Chief Financial Officer of 1847 HOLDINGS LLC (the “Company”), DOES HEREBY CERTIFY that:

1.	The Company’s Quarterly Report on Form 10-Q for the<br>quarter ended March 31, 2026 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities<br>Exchange Act of 1934; and
2.	Information contained in the Report fairly presents, in all<br>material respects, the financial condition and results of operation of the Company.
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IN WITNESS WHEREOF, the undersigned has executed this statement on May 15, 2026.

/s/ Vernice L. Howard
Vernice L. Howard
Chief Financial Officer <br><br>(Principal Financial and Accounting Officer)