10-K
STANDARD PREMIUM FINANCE HOLDINGS, INC. (SPFX)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
______________________________
FORM 10-K
______________________________
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,2025
or
☐ TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 000-56243
_____________________________
Standard Premium Finance Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Florida | 81-2624094 |
|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (IRS Employer<br><br>Identification No.) |
13590 SW 134^th^ Avenue**, Suite 214, Miami, FL 33186**(Address of principal executive offices) (zip code)
305-232-2752
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b)of the Act: None
Securities registered pursuant to Section 12(g)of the Act:
| Common Stock, $.001 par value per share |
|---|
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (S. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See 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<br> filer ☐ | Accelerated filer ☐ |
|---|---|
| Non-accelerated filer ☐ | Smaller reporting company ☒ |
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The
aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant on June 30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $3,598,424 based upon the closing bid price of the Company’s stock on that date. For this purpose, executive officers and directors of the registrant are considered affiliates.
3,000,030
shares of common stock were issued and outstanding as of March 20, 2026.
DOCUMENTS INCORPORATED BY REFERENCE
STANDARD PREMIUM FINANCE HOLDINGS, INC.
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2025
TABLE OF CONTENTS
| PAGE | ||
|---|---|---|
| Part I | ||
| Item 1 | Business | 1 |
| Item 1A | Risk Factors | 9 |
| Item 1B | Unresolved Staff Comments | 14 |
| Item 1C | Cybersecurity | 14 |
| Item 2 | Properties | 15 |
| Item 3 | Legal Proceedings | 15 |
| Item 4 | Mine Safety Disclosures | 15 |
| Part II | ||
| Item 5 | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 16 |
| Item 6 | [Reserved] | 16 |
| Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
| Item 7A | Quantitative and Qualitative Disclosures about Market Risk | 22 |
| Item 8 | Financial Statements and Supplementary Data | 22 |
| Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 22 |
| Item 9A | Controls and Procedures | 23 |
| Item 9B | Other Information | 23 |
| Item 9C | Disclosures Regarding Foreign Jurisdictions that Prevent Inspections | 23 |
| Part III | ||
| Item 10 | Directors, Executive Officers and Corporate Governance | 24 |
| Item 11 | Executive Compensation | 24 |
| Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 24 |
| Item 13 | Certain Relationships and Related Transactions, and Director Independence | 24 |
| Item 14 | Principal Accountant Fees and Services | 24 |
| Part IV | ||
| Item 15 | Exhibit and Financial Statement Schedules | 25 |
| Item 16 | Form 10-K Summary | 26 |
| Signatures | 27 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKINGSTATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These statements are subject to risks and uncertainties. These statements may relate to, but are not limited to, information or assumptions about us, our capital and other expenditures, dividends, financing plans, capital structure, cash flow, our potential future business acquisitions, future economic performance, operating income and management’s plans, strategies, goals and objectives for future operations and growth. These forward-looking statements generally are accompanied by words such as “intend,” “anticipate,” “believe,” “estimate,” “expect,” “should,” “seek,” “project,” “plan,” “would,” “could,” “can,” “may,” and similar terms. Any statement that is not a historical fact is a forward-looking statement. It should be understood that these forward-looking statements are necessarily estimates reflecting the best judgment of senior management, not guarantees of future performance. They are subject to a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described in Part I. “Item 1A. Risk Factors” in this Annual Report. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.
Forward-looking statements represent intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements.
Each of the terms “Company”, “Standard”, and “Standard Premium” as used herein refers collectively to Standard Premium Finance Holdings, Inc. and its wholly owned subsidiaries, unless otherwise stated.
PART I
| ITEM 1. | BUSINESS |
|---|
Overview
We were incorporated in the State of Florida in 1991 under the name Standard Premium Finance Management Corporation. In 2016, we established a holding company structure under the name Standard Premium Finance Holdings, Inc., a Florida corporation, with Standard Premium Finance Management Corporation and Standard Premium Finance Leasing, Inc. as our wholly-owned subsidiaries. Unless the context requires otherwise or unless stated otherwise, references in this registration statement to the “Company,” “Standard Premium,” “we,” “our” and “us” refer to Standard Premium Finance Holdings, Inc. and its wholly-owned subsidiaries, Standard Premium Finance Management Corporation and Standard Premium Finance Leasing, Inc., on a consolidated basis.
We are a specialized finance company that makes collateralized loans to businesses and individuals to finance the insurance premiums they pay on their commercial property and casualty insurance policies. We began our business in 1991 and are currently licensed to operate in thirty-seven states. We have developed relationships with insurance agents and brokers located in our market area who offer insurance premium loans as a service to their customers which we underwrite. We evaluate each insurance premium loan application according to our loan underwriting criteria. Upon our approval of an insurance premium loan, the borrower makes a down payment, generally 20% to 25% of the annual premium on the financed insurance policy, and we provide the balance of the annual premium required to purchase the policy. The borrower pays us a fixed monthly amount over the next nine to eleven months. In the event the borrower defaults on its loan payment obligation, we are contractually authorized to terminate the insurance policy and receive the amount of the unearned premium paid on the insurance policy. The unearned premium on the insurance policy represents the portion of the insurance premium subject to return if the policy is cancelled before the full term of the policy is completed. The unearned premium serves as the collateral for our insurance premium loans and is designed to fully pay off the balance of the insurance premium loan in the event of a default. We have the contractual right to cancel the insurance policy and receive the amount of the unearned premium if the borrower defaults on repayment of any loan payment to us. Because of this collateral security feature of our insurance premium loans, we consider our loans to be of high quality and low risk. Standard Premium commenced operations in 1991 for the specific purpose of providing financing for property and casualty insurance premiums. Standard Premium:
| · | maintains current state licenses to operate a premium<br>finance company, |
|---|---|
| · | meets or exceeds all statutory net worth requirements, |
| --- | --- |
| · | maintains professional liability insurance with an<br>A rated major insurance carrier with limits of $500,000, in compliance with all state requirements, |
| --- | --- |
| · | has secured and maintained computer hardware and licensed<br>software to conduct its business in a timely fashion, |
| --- | --- |
| · | has a revolving senior credit line and long-term debt<br>in the form of subordinated corporate notes to help finance its loan production, |
| --- | --- |
| · | has secured a long-term lease on office space which<br>it currently occupies, and which is sufficient to meet anticipated future needs, |
| --- | --- |
| · | has developed a set of working procedures by which<br>it operates, |
| --- | --- |
| · | generates daily management control reports, |
| --- | --- |
| · | has cultivated and maintained relationships with various<br>independent insurance agents providing the source of all new and renewal business, and |
| --- | --- |
| · | currently finances approximately $120 million dollars<br>in insurance premiums annually. |
| --- | --- |
The Property and CasualtyInsurance Premium Finance Market
Commercial insurance performs a critical role in the world economy. Without it, the economy could not function. Insurers protect the economic system from failure by assuming the risks inherent in the production of goods and services. All businesses share a need for insurance: Without the right insurance coverage, each could be wiped out by a disaster or a lawsuit. The Insurance Information Institute reported that $416.5 billion of commercial lines insurance premiums were generated in the U.S. in 2023.
| 1 |
| --- |
The insurance premium finance industry began in Pennsylvania in 1933 and has grown along with the U.S. economy. There are several reasons that an insurance policy buyer would choose to finance its insurance premiums. Financing an insurance premium is much like any other commercial or consumer purchase. It is financed based on the insured’s decision resulting from current economic trends and other considerations. For some customers, insurance premium financing is a convenient way to buy insurance without tying up working capital or accessing other credit sources. Other customers, who do not have the means to pay the premium in full at the time of purchase, consider premium financing a necessity. When customers finance insurance policies, they enter into a contract with the insurance premium finance company to obtain a loan. The contract assigns the borrower’s rights to all unearned premiums and dividends on the policy to the insurance premium finance company and appoints the insurance premium finance company as its ‘attorney in fact,’ which gives the insurance premium finance company the right to cancel the insurance policy in the event of non-payment of a loan installment and to receive all unearned premiums and credits from the insurance company. The customer, upon executing the premium financing loan contract, makes the initial down payment and agrees to pay back the principal with interest in monthly payments. The unearned premium of the insurance policy provides the collateral for each loan.
Our Loan Referral Base
Substantially all of our insurance premium loans originate from insurance agents and brokers who recommend our insurance premium loan program to their clients who would like to finance their insurance premiums. We currently market our loans through more than 850 independent insurance brokers and agents located in thirty-seven states, although most of our loans are made in thirteen (13) states. For risk management purposes, we have a policy limiting the amount of loans to the customers of any one insurance broker or agent to 5% of our outstanding loan portfolio. We may change this policy at any time based on then-existing market conditions or otherwise, at the discretion of our CEO.
Our website includes a secure portal for our brokers and agents, which allows them to quote premiums, print drafts on our bank account to pay the balance of the insurance premium due upon initiation of the premium finance loan, and finance agreements online. The drafts and agreements are forwarded to us for loan underwriting, risk management, and approval. Our brokers and agents do not have the authority to bind us to making a loan.
We compensate the insurance brokers and agents for their loan origination service through commissions, if permissible by state law regulated by the states in which we do business. The commission paid is generally tied to the gross revenue that the loan generates or a fixed per-loan fee. Interest rates are determined by the size of the loan, and, to a certain degree, the rating of the insurance company as well as the creditworthiness of the borrower. Typically, a higher interest rate yields a higher commission to the broker. In addition, the Company offers a rewards program (where permitted by state law) for our insurance brokers and agents. Under the rewards program, points are earned based on the amount of financed premiums. These points are then redeemable for travel and merchandise. The rewards program is equivalent to 1/10^th^ of one percent (.001) of the amount financed and is in addition to payment of commissions.
We do not have any exclusive or long-term arrangements with the insurance agents and brokers that make up our referral base and they have other sources of premium financing at their disposal. We have no contractual relationship with the insurance agents and brokers requiring them to recommend us to their clients. However, in connection with each premium loan we make, the borrower’s agent or broker:
| · | Certifies that the policies<br>being financed have been issued and delivered and that the required down payment has been paid by or on behalf of the insured; |
|---|---|
| · | Warrants that the premium finance<br>agreement evidences a bona fide and legal transaction and that the insured is of legal age and has capacity to contract; |
| --- | --- |
| · | Warrants that the insured’s<br>signature is genuine, and that the agent or broker has delivered a copy of the premium finance agreement to the insured; |
| --- | --- |
| · | States that the financed policies<br>do not contain an audit or reporting form; |
| --- | --- |
| · | Acknowledges that it is not<br>affiliated in any capacity or manner with us; and |
| --- | --- |
| · | Agrees that in the event of<br>cancellation of the financed policy to remit the gross unearned commissions or unearned premiums to us upon request. |
| --- | --- |
In the property and casualty insurance industry, some insurance policies contain provisions for audits or other additional reporting. These provisions may allow the insurance company to evaluate (audit) the insurance premium after cancellation. Such provisions may delay or reduce the amount of unearned premium. Since the unearned premium represents the collateral in our loan, this would have a detrimental effect on us. It is Company policy to avoid financing these types of policies.
| 2 |
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Employees
As of December 31, 2025, we had twenty-five employees, twenty of whom were full-time employees. Our full-time employees are covered by a corporate benefit plan for major medical and hospitalization. None of our employees are members of a labor union or subject to a collective bargaining agreement. All of our employees are “at will” with no guaranteed period of employment except our CEO and CFO who have executive contracts through March 2030. We believe our employee relations are satisfactory.
Our Insurance PremiumLoans
Our insurance premium finance loans are typically provided to small- and medium-sized businesses to finance the purchase of commercial property and casualty insurance policies with a one-year term. Insurance premium loans are generally in the range of $1,000 to $100,000 per loan. The customer typically pays 25% of the annual policy premium at the initiation of coverage and we provide the balance of the premium at that time. Our loans generally have a nine-to-ten-month term. The purpose of this is two-fold; first, by making the financing term shorter than the policy term, a small “surplus” of collected funds is developed that helps ensure that the balance due is paid off by refund of the unearned premium in case of cancellation, and second, it gives the insured a two to three-month break in payments before the policy term expires and the process repeats for the renewal of the policy.
Insurance premiums are earned by the insurance company over the term of the policy. If the policy is terminated prior to completion of the term, a refund of the unearned portion of the policy premium is made. If the policy was financed, the refund of unearned premiums goes to the insurance premium finance lender with any amount received by the lender in excess of the amount owed by the borrower being refunded to the borrower.
The following table illustrates the “surplus” between the unearned premium and the loan balance based on a typical annual premium of $10,000 with a $2,500 (25%) deposit paid by the borrower at the inception of the loan. In this scenario, the insurance premium finance company advances $7,500 and the borrower repays the loan in 10 monthly payments of $750. Note that interest is excluded in this example to highlight the collateral on the principal balance.
| Months in Force | PaymentsMade | Payment (Principal Only) | Principal Balance | Unearned Premium | “Surplus” |
|---|---|---|---|---|---|
| 1 | 0 | $0 | $7,500 | $7,890 | $390 |
| 2 | 1 | $750 | $6,750 | $7,150 | $400 |
| 3 | 2 | $750 | $6,000 | $6,410 | $410 |
| 4 | 3 | $750 | $5,250 | $5,670 | $420 |
| 5 | 4 | $750 | $4,500 | $4,930 | $430 |
| 6 | 5 | $750 | $3,750 | $4,190 | $440 |
| 7 | 6 | $750 | $3,000 | $3,450 | $450 |
| 8 | 7 | $750 | $2,250 | $2,710 | $460 |
| 9 | 8 | $750 | $1,500 | $1,970 | $470 |
| 10 | 9 | $750 | $750 | $1,230 | $480 |
| 11 | 10 | $750 | $0 | $490 | $490 |
Although this is a typical representation of a loan in our portfolio, we may be undercollateralized depending on certain factors, including, but not limited to, lower down payments, minimum earned premiums, fully earned fees and taxes, governmental filings, audit provisions, longer payment terms, and other competitive factors. See Item 1A, Risk Factors, for more information about our loan risks.
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| --- |
We had $76,630,634 and $67,173,975 in premium finance loans outstanding as of December 31, 2025 and December 31, 2024, respectively. As of December 31, 2025, we had 18,846 active premium finance loans in eighteen states. The following is a summary of our premium loan portfolio as of December 31, 2025:
| State | Loans | Total<br><br>Premiums | Down <br><br>Payment | Amount<br><br>Financed | Total <br><br>Outstanding |
|---|---|---|---|---|---|
| Florida | 12,321 | 108,954,692 | 25,895,452 | 83,059,240 | 47,650,451 |
| Georgia | 1,827 | 13,325,913 | 3,551,625 | 9,774,288 | 5,942,237 |
| North Carolina | 2,520 | 13,007,189 | 2,907,361 | 10,099,828 | 5,734,629 |
| South Carolina | 959 | 14,834,442 | 3,182,876 | 11,651,566 | 6,931,229 |
| Texas | 895 | 12,557,929 | 3,262,385 | 9,295,544 | 5,100,610 |
| All other states | 324 | 9,723,223 | 2,351,184 | 7,372,039 | 5,271,478 |
| Grand Total | 18,846 | $172,403,388 | $41,150,883 | $131,252,505 | $76,630,634 |
As of December 31, 2024, we had 18,858 active premium finance loans in thirteen states. The following is a summary of our premium loan portfolio as of December 31, 2024:
| State | Loans | Total<br><br>Premiums | Down <br><br>Payment | Amount<br><br>Financed | Total <br><br>Outstanding |
|---|---|---|---|---|---|
| Florida | 11,899 | 104,350,859 | 25,073,838 | 79,277,021 | 44,675,794 |
| Georgia | 1,889 | 15,225,990 | 3,934,361 | 11,291,629 | 6,644,889 |
| North Carolina | 2,812 | 13,130,784 | 2,999,627 | 10,131,157 | 5,328,038 |
| South Carolina | 1,027 | 14,076,290 | 2,946,522 | 11,129,768 | 5,564,436 |
| Texas | 952 | 11,274,360 | 3,005,453 | 8,268,907 | 4,162,549 |
| All other states | 279 | 1,854,586 | 428,834 | 1,425,752 | 798,269 |
| Grand Total | 18,858 | $159,912,869 | $38,388,635 | $121,524,234 | $67,173,975 |
Credit Quality Information
The following table presents credit-related information at the “class” level in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 310-10-50, Disclosures about the Credit Quality of Finance Receivablesand the Allowance for Credit Losses. A class is generally a disaggregation of a portfolio segment. In determining the classes, the Company considered the finance receivable characteristics and methods it applies in monitoring and assessing credit risk and performance.
Our premium finance receivables portfolio is analyzed in two segments: (1) Due from Insured and (2) Due from Insurance Carrier. The following tables summarize the portfolio segments by the risk ratings that regulatory agencies utilize to classify credit exposure, and which are consistent with indicators the Company monitors. Risk ratings are reviewed on a regular basis and are adjusted as necessary for updated information affecting the borrowers’ ability to fulfill their obligations.
For the Due from Insured segment, we analyze and rate our receivables based on the amount of unearned premium (i.e. collateral) on a loan based on a “worst case” cancellation date. Loans that would be undercollateralized as of this assumed cancellation are deemed to be Special Mention loans. For the Due from Insurance Carrier segment, we analyze and rate our receivables based on the amount of unearned premium (i.e. collateral) on a loan based on the actual cancellation date. Loans that would be undercollateralized as of the cancellation date are deemed to be Special Mention loans. The Company monitors the amount at which Special Mention receivables are undercollateralized. The Company strategically balances its exposure to undercollateralized loans, while staying competitive in the markets it serves.
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The definitions of these ratings are as follows:
| ● | Pass – finance receivables in this category do not meet the criteria for classification in one of the categories below. |
|---|---|
| ● | Special mention – a special mention asset<br> exhibits potential weaknesses that deserve management’s close attention.<br><br> <br>If left uncorrected, these potential weaknesses<br> may, at some future date, result in the deterioration of the repayment prospects. |
| ● | Classified – a classified asset ranges from:<br> 1) assets that are inadequately protected by the current sound worth and<br><br> <br>paying capacity of the borrower, and are characterized<br> by the distinct possibility that some loss will be sustained if the deficiencies are not corrected to 2) assets with weaknesses that make<br> collection or liquidation in full unlikely on the basis of current facts, conditions, and values. Assets in this classification can be<br> accruing or on non-accrual depending on the evaluation of these factors. |
| ● | Pass loan collateral in excess of receivable value – the total amount of excess collateral over the receivable on loans classified as “pass” loans. All “pass” loans are fully collateralized based on the value of the unearned premium (i.e. collateral) compared to the unpaid balance of the loan. If a “pass” receivable were to undergo an assumed cancellation as of the respective balance sheet date, the Company would not experience a loss. |
| ● | Special mention receivable in excess of collateral value – the total amount of excess receivable over collateral on loans classified as “special mention” loans. All “special mention” loans are undercollateralized based on the value of the unearned premium (i.e. collateral) compared to the unpaid balance of the loan. For the Due from Insured segment, if a “special mention” receivable were to undergo an assumed cancellation as of the respective balance sheet date, the Company would expect to experience a loss. For the Due from Insurance Carrier segment, the “special mention” receivable is expected to produce a loss based on the actual cancellation date as of the respective balance sheet date. An estimate of the anticipated loss of all “special mention” loans is represented by the “’Special mention’ receivable in excess of collateral value. |
As of December 31, 2025 and December 31, 2024, the Company considered $304,740 and $520,550, respectively, as lacking collateral adequate for the level of risk associated with these loans while staying competitive within the industry. Management does not believe any of its receivables would be considered Classified. The following tables classify our Finance Receivables by risk rating and portfolio segment:
| Segment – Due from Insured | ||||
|---|---|---|---|---|
| December<br> 31, 2025 | December<br> 31, 2024 | |||
| Pass | $ | 66,677,989 | $ | 57,190,695 |
| Special mention | 2,672,817 | 2,567,395 | ||
| Classified | — | — | ||
| Total | $ | 69,350,806 | $ | 59,758,090 |
| “Pass” loan collateral in excess of receivable value | 22,836,137 | 20,921,390 | ||
| “Special mention” receivable in excess of collateral value | 112,889 | 99,990 | ||
| Segment – Due from Insurance Carrier | ||||
| --- | --- | --- | --- | --- |
| December<br> 31, 2025 | December<br> 31, 2024 | |||
| Pass | $ | 5,191,859 | $ | 4,806,766 |
| Special mention | 2,087,969 | 2,609,119 | ||
| Classified | — | — | ||
| Total | $ | 7,279,828 | $ | 7,415,885 |
| “Pass” loan collateral in excess of receivable value | 6,133,473 | 6,607,527 | ||
| “Special mention” receivable in excess of collateral value | 191,851 | 420,561 |
The Company regularly monitors each contract for payment status, sending late notices and cancelling contracts at the earliest permissible date allowed by the statutory cancellation regulations. In maintaining a proper allowance for credit losses, the Company monitors past due accounts and scrutinizes older receivables, generally over 120 days. However, in this industry, even though accounts may be highly aged and appear stale, they are still collectible. Unearned premiums on cancelled accounts may be held at insurance companies for varying periods, though they are still highly collectible. The Company protects its collateral by cancelling policies at the earliest permissible date. The Company regularly contacts the insurance companies to ensure collectability. The Company manages its allowance conservatively ensuring an allowance balance that encompasses uncollectible accounts. In the following table, the Company defines “non-performing loans without a specific reserve” as loans in the Due from Insurance Carrier segment aged over 120 days. All other loans are considered “Performing loans evaluated collectively.” On December 31, 2025 and December 31, 2024, there were no loans with deteriorated credit quality.
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Finance Receivables – Method of individual evaluation:
| December<br> 31, 2025 | December<br> 31, 2024 | |||
|---|---|---|---|---|
| Performing loans evaluated individually | $ | — | $ | — |
| Performing loans evaluated collectively | 74,132,785 | 64,786,338 | ||
| Non-performing loans without a specific reserve | 2,497,849 | 2,387,637 | ||
| Non-performing loans with a specific reserve | — | — | ||
| Total | $ | 76,630,634 | $ | 67,173,975 |
Revenue Recognition
Finance charges on insurance premium installment contracts are initially recorded as unearned interest and are credited to income monthly over the term of the finance agreement. An initial service fee, where permissible, and the first month’s interest, on a pro rata basis, are recognized as income at the inception of a contract. The initial service fee can only be charged once to an insured in a twelve-month period. In accordance with industry practice, finance charges are recognized as income using the “Rule of 78s” method of amortizing finance charge income, which does not materially differ from the interest method of amortizing finance charge income on short term receivables. Late charges are recognized as income when charged. Maximum late fee charges are mandated by state regulations. The Company charges late fees at the earliest permissible date based on the late fee regulations of the state in which the loan originated. Furthermore, the Company charges the maximum permissible late fee based on the state in which the loan originated. Unearned interest is netted against Premium Finance Contracts and Related Receivables on the balance sheet for reporting purposes.
Debt Summary and Sources of Liquidity
Below is a summary of some of our debt and sources of liquidity. The discussion below does not discuss all of our debt. Please see the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as our financial statements and the notes to those financial statements contained elsewhere in Item 8 of this Form 10-K for additional information about debt and sources of liquidity.
Line of Credit
On February 3, 2021, the Company entered into an exclusive twenty-four month loan agreement with First Horizon Bank, our senior lender, for a revolving line of credit in the amount of $35,000,000, which was immediately funded for $25,974,695 to pay off the prior line of credit. On this date, the prior line of credit was fully repaid and terminated. The Company recorded $180,350 of loan origination costs. In October 2021, the Company increased its line of credit with First Horizon Bank from $35,000,000 to $45,000,000. The Company recorded $25,771 of line of credit costs related to the credit increase. In November 2022, the Company extended the maturity on its line of credit agreement with FHB until November 30, 2025. This extension also changed the Index Rate of the line of credit from 30-Day Libor to 30-Day Secured Overnight Financing Rate (“SOFR”). The Company recorded $117,228 of line of credit costs related to this extension. In June 2025, the Company increased its line of credit with FHB from $45,000,000 to $50,000,000. In September 2025, the Company renewed its line of credit agreement with FHB until September 25, 2028. This renewal also increased the commitment amount from $50,000,000 to $75,000,000, lowered the interest rate margin from 2.55-2.96% to 2.10%, and syndicated the line of credit between two additional lenders, Flagstar Bank and Cadence Bank. The Company is unaffected operationally by the additional lenders as First Horizon Bank acts as the agent for the other lenders in the syndicated loan agreement. The Company recorded $373,011 of line of credit costs related to this extension, which is included in the line of credit balance in the consolidated balance sheet at December 31, 2025.
At December 31, 2025 and 2024, the advance rate was 85% of the aggregate unpaid balance of the Company’s eligible accounts receivable. The line of credit is secured by all Company assets and is personally guaranteed by our CEO. The line of credit bears interest at 30-Day SOFR plus 2.10% per annum (5.97% and 7.30% at December 31, 2025 and 2024, respectively). As of December 31, 2025 and 2024, the amount of principal outstanding on the line of credit was $49,575,004 and $41,217,513, respectively, and is reported on the consolidated balance sheet net of $341,927 and $1,445, respectively, of unamortized loan origination fees. Interest expense on this line of credit for the years ended December 31, 2025 and 2024 totaled approximately $3,071,000 and $3,556,000, respectively. The Company recorded amortized loan origination fee for the years ended December 31, 2025 and 2024 of $32,529 and $1,576, respectively. For the years ended December 31, 2025 and 2024, the Company paid a fee based on the unused portion of the line of credit totaling $29,254 and $4,093, respectively, which is included in interest expense. The Company had availability on this line of credit of $6,893,451 as of December 31, 2025.
The Company’s agreements with FHB contain certain financial covenants and restrictions. Under these restrictions, all the Company’s assets are pledged to secure the line of credit, the Company must maintain certain financial ratios such as an adjusted tangible net worth ratio, interest coverage ratio and adjusted leverage ratio. The loan agreement also provides for certain covenants such as audited financial statements, notice of change of control, budget, permission for any new debt, and copies of filings with regulatory bodies. On November 14, 2023, the Company executed an amendment of the loan agreement, which provided a waiver of default on its Interest Coverage Ratio as of September 30, 2023. The amendment also reduced the Minimum Interest Coverage Ratio for the following four quarters through September 30, 2024. Management believes it was in compliance with the applicable debt covenants as of December 31, 2025 and December 31, 2024.
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Promissory Notes to Unrelated Parties
These are notes payable to individuals. The notes have interest payable monthly, ranging from 6% to 8% per annum and are unsecured and subordinated. The principal is due on various dates through December 31, 2031. The maturity date of these notes automatically extends for periods of three months to six years unless the note holder requests repayment through written instructions at least ninety days prior to the maturity date of the note. The automatic maturity extension of these notes is considered a loan modification. Notes totaling $2,832,726 and $1,029,750 were rolled over during the years ended December 31, 2025 and 2024, respectively. Interest expense on the notes totaled approximately $680,000 and $596,000 during the year ended December 31, 2025 and 2024, respectively. The Company received proceeds on these notes of $720,682 and $2,269,440 for the years ended December 31, 2025 and 2024, respectively. The Company repaid principal on these notes of $887,254 and $131,500 for the years ended December 31, 2025 and 2024, respectively. In August 2024, the Company exchanged, in a cashless transaction, $10,000 of these notes for 12,500 shares of common stock at a price of $0.80 per share from the exercise of previously vested incentive stock options by an employee. There were no gains or losses on this exchange.
Promissory Notes toStockholders and Related Parties
These are notes payable to stockholders and related parties. The notes have interest payable monthly of 8% per annum and are unsecured and subordinated. The principal is due on various dates through February 28, 2030. The maturity date of these notes automatically extends for periods of one to four years unless the note holder requests repayment through written instructions at least ninety days prior to the maturity date of the note. The automatic maturity extension of these notes is considered a loan modification. Notes totaling $506,000 and $278,040 were rolled over during the years ended December 31, 2025 and 2024, respectively. Interest expense on the notes totaled approximately $231,000 and $211,000 during the years ended December 31, 2025 and 2024, respectively. The Company received proceeds on these notes of $79,460 and $1,028,000 for the years ended December 31, 2025 and 2024, respectively. The Company repaid principal on these notes of $490,000 and $10,000 for the years ended December 31, 2025 and 2024, respectively. In August 2024, the Company exchanged, in a cashless transaction, $66,960 of these notes for 83,700 shares of common stock at a price of $0.80 per share from the exercise of previously vested incentive stock options by an employee. There were no gains or losses on this exchange.
Series A ConvertiblePreferred Stock
The Company is authorized to issue 600,000 shares of Series A Convertible Preferred Stock, $.001 par value. As of both December 31, 2025 and 2024, there were 166,000 shares of Series A convertible preferred stock issued and outstanding for $10.00 per share.
In the event of any liquidation, dissolution or winding up of the Company, the holders of preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock, an amount equal to $10 for each share of preferred stock, plus all unpaid dividends that have been accrued, accumulated or declared. As of December 31, 2025, the total liquidation preference on the preferred stock is $1,689,050. The Company may redeem the preferred stock from the holders at any time following the second anniversary of the closing of the original purchase of the preferred stock. The Series A Convertible Preferred Stock can be converted to common stock at 80% of the prevailing market price over the previous 30-day period at the option of the Company.
Holders of preferred stock are entitled to receive preferential cumulative dividends, only if declared by the board of directors, at a rate of 7% per annum per share of the liquidation preference amount of $10 per share. During the years ended December 31, 2025 and 2024, the Board of Directors has declared and paid dividends on the preferred stock of $116,200 and $116,200, respectively. As of each of December 31, 2025 and 2024, preferred dividends are in arrears by $29,050. December 31, 2024 dividends in arrears were declared and paid in January 2025. December 31, 2025 dividends in arrears were declared and paid in January 2026. As of January 2026, all dividends in arrears had been declared and paid.
Our Customers
The majority of our customers are small- to medium-sized businesses seeking property and casualty insurance through local independent insurance agents. We are currently licensed to operate in thirty-seven states where the premium finance laws are favorable to making insurance premium finance loans. Premiums on these commercial insurance policies are written on a semi-annual or annual basis exclusively and insurance premium finance loans are repaid over a maximum of four and eleven consecutive monthly payments, respectively. Substantially all of our loans are written for a nine- to ten-month term. Premiums on these financed policies typically range between $1,000 to $100,000. At December 31, 2025 and December 31, 2024, we have 18,846 and 18,858 premium finance loans outstanding, respectively. The types of policies we finance vary. They are most often motor truck cargo, physical damage and liability, commercial auto, commercial general liability, commercial package policies, professional liability, and commercial property. Most of the policies we finance are written through local independent insurance agents. The insurance companies they represent generally do not provide premium installment payment plans.
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Competition
Our industry is highly competitive with three types of competitors. Fifteen of our largest competitors are national premium finance firms primarily owned by commercial banks, which write over 70% of all premium finance loans. A second type of competitor is comprised of regional premium finance companies owned by entrepreneurs. Our remaining competitors are smaller, local companies, many of which are affiliated with insurance agencies. There is a low barrier to entry into the business as regulations do not require passing any tests or having substantial capital. A prime requirement for success in the industry is access to low-cost capital as profits are substantially related to the spread between the cost of capital and interest earned on premium finance loans. Because of the secure nature of insurance premium finance loans, our industry is intensely competitive:
| · | Large National Finance Companies<br>are owned or affiliated with financial institutions and make up approximately 50% of the financed premiums in the industry today. Since<br>access to capital is plentiful and the cost of funds are historically low, these finance companies seek the security of the premium finance<br>industry to get valued returns with minimal risk. However, since these competitors oftentimes lack the agility or desire to develop personal<br>relationships, they generally seek out the largest premiums solely by offering the lowest rates. |
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| · | Regional finance companies compete<br>for business in smaller regional territories throughout the U.S. These companies are typically owned by entrepreneurs that raise debt<br>privately and leverage it with a bank or similar asset-based lender. While these regional competitors manage to maintain some of the benefits<br>of the smaller companies on a relationship level, they lack access to capital enjoyed by large institutionally owned competitors. Thus,<br>they are limited to modest organic growth with limited exit strategy. |
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| · | Smaller locally operated finance<br>companies generally conduct business in the state in which they are domiciled and typically limit their business to that state, county,<br>or municipality. These companies are often family-owned and operated and can even be affiliated with an insurance agency or agencies or<br>even a small insurance company. While these smaller competitors are able to develop personal relationships, owners often lack the experience,<br>business acumen and access to capital enjoyed by their larger competitors. |
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Marketing
The servicing of loans for policy premiums of $1,000 to $100,000 can be time consuming and require responsive customer service, but competition in this segment is less intense. Our customers generally do not have an insurance expert on staff, and they rely on their brokers or agents to recommend insurance premium finance companies. Our referral base has access to multiple alternate insurance premium finance sources operating at the national, regional and local level. We believe we compete against our competitors primarily through the quality of our technology, which allows our agents and brokers to receive a quick response to a loan application and the quality of the personalized service of the loans which we provide. We believe that we are successful because our technology and customer service helps our referral sources achieve their own customer satisfaction and retention. We have a website for our customers and agents at www.standardpremium.com. We have six employees who act as our marketing representatives in the field. They call on our broker and agent base and seek new brokers and agents to represent us to their clients. Our main marketing activities are the establishment and maintenance of relationships with our loan referral sources. We do not market or advertise our loan services directly to the parties receiving our loans but rather depend upon insurance agents and brokers to advise their clients who wish to finance their premiums about our insurance premium loan program.
Regulation
In most states, insurance premium finance companies are regulated by the Insurance Departments or Offices of Insurance Regulation in which they operate. Each state has specific laws regulating items such as interest rates, late charges, loan terms, forms, audit provisions, cancellation requirements among others. In addition, each state has the ability to audit each finance company and requires annual reports to be submitted. We employ a full-time compliance manager as well as retained legal counsel who provide updates to our policies in accordance with changes to laws in the states where we do business.
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| --- | | ITEM 1A. | RISK FACTORS | | --- | --- |
An investment in our common stock involves a high degree of risk and is subject to many uncertainties. These risks and uncertainties may adversely affect our business, operating results and financial condition. In order to attain an appreciation for these risks and uncertainties, you should read this Annual Report in its entirety and consider all of the information and advisements contained herein, including the following risk factors and uncertainties. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed, and you could lose all or part of your investment.
We depend on theavailability of significant amounts of credit to meet our liquidity needs and our failure to maintain our sources of credit could materiallyand adversely affect our liquidity in the future.
Our business model is dependent upon our ability to borrow to maintain and grow our ability to lend money to our customers. On February 3, 2021, we entered into a new two-year line of credit in the maximum amount of $35 million, which was immediately funded for $25,974,695 to pay off the prior line of credit lender. In October 2021, the line of credit facility increased by $10 million to a total of $45 million. In November 2022, the term of the line of credit was extended until November 30, 2025. In June 2025, the Company increased its line of credit with First Horizon Bank from $45,000,000 to $50,000,000. In September 2025, the Company increased its line of credit with First Horizon Bank from $50,000,000 to $75,000,000 and extended the maturity until September 25, 2028. If we fail to renew or replace our line of credit at the expiration of the current term, or we default on our line of credit, then our ability to continue our lending business at current levels and meet our other obligations, would be materially adversely affected. Since the amount of money we can borrow on our revolving credit line is based on a percentage of our entire loan portfolio less certain ineligible items, our other corporate debt (i.e., subordinated and un-subordinated debt) plus our retained earnings and stockholder equity alone may limit our ability to increase the size of our loan portfolio.
If our growth requiresus to raise additional capital, that capital may not be available when it is needed, or the cost of that capital may be very high.
As we grow, organically and through possible acquisitions, the amount of capital required to support our operations grows as well. We may need to raise additional capital to support continued growth both organically and through possible acquisitions. Any equity capital we obtain may result in the dilution of the interests of existing holders of our common stock. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time which are outside our control and on our financial condition and performance. If we cannot raise additional capital when needed, or on terms acceptable to us, our ability to expand our operations through organic growth and possible acquisitions could be materially impaired and our financial condition and liquidity could be materially and negatively affected.
Our reliance onthird party insurance agents and brokers to originate our premium finance loans may result in increased exposure to credit risk and fraud.
Our premium finance loans are issued primarily through relationships with a large number of unaffiliated insurance agents and brokers. As a result, risk management and general supervisory oversight may be difficult since we have little direct contact with the borrowers and such loans may also be more susceptible to third party fraud. In certain cases, insurance agents and brokers may be funded directly on behalf of the insurance company and/or its affiliates. If the agent or broker fails to remit these funds accordingly, or fails to provide an underlying insurance policy, there may be little or no collateral. Acts of fraud are difficult to detect and deter, and we cannot assure investors that our risk management procedures and controls will prevent losses from fraudulent activity.
If our allowance for credit losses is not sufficient to absorblosses that may occur in our loan portfolio, our financial condition and liquidity could suffer.
We maintain an allowance for credit losses that is intended to absorb credit losses that we expect to incur in our loan portfolio. At each balance sheet date, our management determines the amount of the allowance for credit losses based on our estimate of probable and reasonably estimable losses in our loan portfolio, taking into account probable losses that have been identified relating to specific borrowing relationships, as well as probable losses inherent in the loan portfolio and credit undertakings that are not specifically identified. Because our allowance for credit losses represents an estimate of inherent losses, there is no certainty that it will be adequate over time to cover credit losses in the loan portfolio, particularly if there is deterioration in general economic or market conditions or events that adversely affect specific customers. Although we believe our credit loss allowance is adequate to absorb reasonably estimable losses in our loan portfolio, if our estimates are inaccurate and our actual loan losses exceed the amount that is anticipated, or if the loss assumptions we used in calculating our reserves are significantly different from those we actually experience, our financial condition and liquidity could be materially adversely affected.
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Failures of ourinformation technology systems may adversely affect our operations.
We are increasingly dependent upon computers and other information technology systems to manage our business. We rely upon information technology systems to process, record, monitor and disseminate information about our operations. In some cases, we depend on third parties to provide or maintain these systems. While we perform a review of controls instituted by our critical vendors in accordance with industry standards, we must rely on the continued maintenance of these controls by the outside party, including safeguards over the security of customer data. Additionally, we must rely on our employees to safeguard access to our information technology systems and avoid inadvertent complicity with external security threats. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our computer systems, software and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses or other malicious code and cyberattacks that could have a security impact. If one or more of these events occur, or if any of our financial, accounting or other data processing systems fail or have other significant shortcomings, this could jeopardize our or our customers’ confidential and other information processed and stored in, and transmitted through, our computer systems and networks or otherwise cause interruptions or malfunctions in our operations or the operations of our customers or counterparties. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance maintained by us. Security breaches in our online systems could also have an adverse effect on our reputation. Our systems may also be affected by events that are beyond our control, which may include, for example, electrical or telecommunications outages or other damage to our property or assets. Although we take precautions against malfunctions and security breaches, we cannot assure that such efforts will be adequate to prevent problems that could materially adversely affect our business, financial condition and results of operations.
If we are unableto attract and retain experienced and qualified personnel, our ability to provide high quality service will be diminished, we may losekey customer relationships, and our results of operations may suffer.
We believe that our success depends, in part, on our ability to attract and retain experienced personnel, including our senior management and other key personnel. The departure of senior manager or other key personnel may damage relationships with certain customers, or certain customers may choose to follow such personnel to a competitor. The loss of any of our senior managers or other key personnel, or our inability to identify, recruit and retain such personnel, could materially and adversely affect our business, results of operations and financial condition. All of our employees are “at will” with no guaranteed period of employment except our CEO and CFO who have executive contracts through March 2030.
Our lack of contractualmarketing relationships with our loan referral base could adversely affect our revenue, profits and financial condition.
We do not have contractual marketing arrangements with the insurance brokers and agents. Since we depend upon the insurance brokers and agents to refer their customers to us for premium loans, our premium loan volume could decline if our referral base decided to refer their clients to other sources of premium loans.
Since our businessis concentrated in Florida, Georgia, North Carolina, South Carolina, and Texas, declines in the economy of these states could adverselyaffect our business.
Our success depends primarily on the general economic conditions of the specific local markets in which we operate. We provide premium finance loans to customers primarily in the states of Florida, Georgia, North Carolina, South Carolina, and Texas. The local economic conditions in these market states significantly impact the demand for our premium finance loans as well as the ability of our customers to repay loans. Declines in economic conditions, including inflation, recession, unemployment, changes in securities markets or other factors impacting these local markets, including natural disasters, hurricanes, and pandemics, could, in turn, have a material adverse effect on our financial condition and results of operations.
Competition inthe insurance premium finance industry is intense, and some of our competitors have greater financial, technological and other resourcesthan we currently possess. If we are not able to compete effectively, we may lose market share and our business could suffer.
We face intense competition from other insurance premium finance firms. Many competing companies have longer operating histories, greater access to capital, lower cost of capital, more lending experience, greater name recognition, larger staffs and substantially greater financial, technical and marketing resources than we currently possess. The superior resources that some of these competitors have available could allow them to compete successfully against us, which could have a material adverse effect on our business, results of operations, financial condition, liquidity and prospects.
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We face competition in financing insurance premiums throughout our market area. Our competitors include national, regional and other community banks, and a wide range of other financial institutions such as credit unions, insurance companies, factoring companies and other non-bank financial companies. Many of these competitors have access to cheaper capital, substantially greater resources and market presence than Standard and, as a result of their size, may be able to offer a broader range of products at better prices.
If we fail to establishand maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our businesscould be harmed.
Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.
In addition, we are required to be compliant with public company internal control requirements mandated under Section 302 and 906 of the Sarbanes-Oxley Act. We implement measures designed to improve our internal controls over financial reporting, including the hiring of accounting personnel and establishing new accounting and financial reporting procedures to establish an appropriate level of internal controls over financial reporting. However, we cannot provide assurances that we will be successful in doing so. If we are unable to successfully implement internal controls over financial reporting, the accuracy and timing of our financial reporting, and our stock price, may be adversely affected and we may be unable to maintain compliance with the applicable stock market listing requirements.
Implementing any appropriate changes to our internal controls may distract our officers and employees, entail substantial costs to modify existing processes and take significant time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase operating costs and harm the business.
We do not anticipatethat we will pay any cash dividends on our common stock in the foreseeable future.
The current expectation is that for the foreseeable future, we will retain our future earnings to fund the development and growth of our business. As a result, capital appreciation, if any, of our common stock will be the sole source of gain, if any, for any stockholders for the foreseeable future.
Our common stock began trading on the OTCQXon March 21, 2022 and there is no assurance that an active market will develop or be maintained.
Our common stock commenced trading on the OTCQX Best Market under the symbol SPFX on March 21, 2022. We cannot assure that an active trading market for our shares will develop or be maintained. In the absence of an active trading market for our common stock, stockholders may not be able to sell their shares at the time that they would like to sell and may have to hold their shares indefinitely.
We may not realize the anticipated benefitsof any acquisitions that we are able to complete.
Part of our business strategy is to grow through potential acquisitions in order to achieve economies of scale. Acquisitions involve several risks, including, but not limited to:
| · | it may occur that the acquired company or assets do<br>not further Standard’s business strategy, or that it overpaid for the company or assets, or that industry or economic conditions<br>change, all of which may require a future impairment charge; |
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| · | management may have difficulty integrating the operations<br>and personnel of the acquired business and may have difficulty retaining the key personnel of the acquired business; |
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| · | management may have difficulty incorporating the acquired<br>services with its existing services; |
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| · | there may be customer confusion where Standard’s<br>services overlap with those of entities that are acquired; |
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| · | Standard’s ongoing business and management's<br>attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically and culturally<br>diverse locations; |
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| · | There may be difficulty maintaining uniform standards,<br>controls, procedures and policies across locations; |
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| · | Standard may acquire companies that have material liabilities,<br>including, among other things, for the failure to comply with insurance laws and regulations; |
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| · | the acquisition may result in litigation from terminated<br>employees or third parties; |
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| · | management may experience significant problems or liabilities<br>associated with service quality, technology and legal contingencies; |
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| · | Standard may spend considerable amounts of money (legal,<br>accounting, diligence, etc.) in seeking an acquisition candidate and never complete the acquisition; and |
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| · | acquisition candidate letters of intent may have large<br>break-up fees if the acquisition is not completed. |
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We may not be able to make future acquisitions without obtainingadditional financing.
To finance any acquisitions, Standard may, from time to time, issue additional equity securities or incur additional debt. A greater amount of debt or additional equity financing could be required to the extent that its common stock fails to achieve or to maintain a market value sufficient to warrant its use in future acquisitions, or to the extent that acquisition targets are unwilling to accept common stock in exchange for their businesses. Furthermore, the Company would require bank approval of any additional debt or equity financing. Even if Standard were permitted to incur additional debt or determine to sell equity, management may not be able to obtain additional required capital on acceptable terms, if at all, which would limit its plans for growth. In addition, any capital they may be able to raise could result in increased leverage on its balance sheet, additional interest and financing expense, and decreased operating income.
Compliance withsecurities laws.
The Company’s common stock, preferred stock and promissory notes were sold to investors pursuant to exemptions under the Securities Act of 1933 with respect to transactions involving limited offers and sales without registration. If the Company should fail to comply with each and every one of the requirements of the available exemptions from registration, the investors may have the right to rescind their purchase of shares if they so desire. Compliance is highly technical. There is always the possibility that if any investor or investors should obtain rescission of their investments, the Company may be required to repurchase the securities. In addition, failure to comply with any of the requirements for exemption under state securities laws could occasion the same results as a failure to comply with the above-mentioned federal rule exemptions.
We depend on theaccuracy and completeness of information we receive about our customers and counterparties to make credit decisions. Reliance on inaccurateor misleading information may adversely affect our business, operations, and financial condition.
We rely on information furnished by or on behalf of customers and counterparties in deciding whether to extend credit or enter into other transactions. This information could include financial statements, credit reports, and other financial information. We also rely on representations of those customers, counterparties, or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports, or other financial information could have a material adverse impact on our business, financial condition and results of operations.
Certain protective provisions of our Series A Convertible PreferredStock may prevent us from entering into certain transactions, issuing certain securities or making changes in the rights, preferences,privileges, qualifications, limitations or restrictions of, or applicable to, the Series A Preferred Stock which may be beneficial tothe holders of our common stock.
Our Series A Convertible Preferred Stock has certain protective provisions as set forth in Item 11 herein which may prevent us from engaging in transactions, including mergers and acquisitions, or taking other actions which alter the provisions of the Series A Convertible Preferred Stock or issuing other equity securities which may have rights senior to or on parity with the Series A Convertible Preferred Stock, or increasing the amount of authorized Series A Convertible Preferred Stock even if such matters were beneficial to the holders of our common stock.
We may cause theSeries A Convertible Preferred Stock to be converted into common stock which may reduce the price of our common stock.
We may increase the number of outstanding shares of our common stock by causing the conversion of the Series A Convertible Preferred Stock into common stock. The issuance of additional shares of our common stock may cause a reduction in the market price of the shares of our common stock.
Particular Risks Associated with the SpecializedInsurance Premium Services Industry
Our premium financebusiness may involve a higher risk of delinquency or collection than other lending operations and could expose us to losses.
We provide financing for the payment of commercial insurance premiums through our subsidiary Standard Premium Finance Management Corporation. Commercial insurance premium finance loans involve a unique, and possibly higher, risk of delinquency or collection than other types of loans. These are initiated primarily through relationships with unaffiliated independent insurance agents. As a result, risk management is critical and may be difficult. Roughly one-third of all new borrowers fail to make all of their payments. In such an event, we request cancellation of the insurance policy and anticipate a refund from the insurance company and the agent. Under ideal conditions the down payment made by the insured should create sufficient equity to pay off our loan in the event of cancellation. However, as a consequence of competitive market conditions, we may have accepted a down payment that did not fully cover our loan. If, after the unearned premium on a cancelled policy is fully refunded, there is still an outstanding balance, the insured must be billed directly. The cost of pursuing these funds often exceeds the amount collected and most often results in write-offs by the Company. Many commercial loans have underwriting provisions that may affect our collateral. Such instances may include but are not limited to fully earned policy fees or inspection fees, audit provisions, state reporting requirements, and cancellation limitations. Such circumstances could greatly reduce the unearned premium in the event of cancellation. Since we depend on the unearned premium for collateral, we could experience greater write-offs and thus, increased risk.
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A Decline in theEconomy in General May Result in a Decrease in Loan Originations.
Declines in the economy generally could have an adverse impact on our operating results by reducing the number of businesses purchasing insurance. Further, those who are currently financing their policies may have more difficulty making their payments, thus raising our default rates.
Increases in theSecured Overnight Financing Rate may reduce the profitability of our loans.
The rate at which we lend money is set by the state. However, our revolving line of credit, which comprises our senior debt, is based, in part, on the Secured Overnight Financing Rate (“SOFR”). When the SOFR rate increases, the interest we pay on our line of credit increases while our interest income continues to be based on the interest rate established at the initiation of each premium finance loan. Thus, with each increase, the spread between the interest we earn and the interest we pay narrows, reducing our net interest income.
Changes in InsuranceLaw may adversely affect our business.
Our industry is subject to laws, rules, and regulations established by the states in which we operate. Any changes in such laws, rules, and regulations could be detrimental to the premium finance industry, thus having a negative effect on our operating income.
Aggressive Marketingby our Competitors may adversely affect our business.
There may be changes in the insurance market such as aggressive marketing by other premium finance companies or the emergence of new premium finance companies. Many insurance companies offer payment plans in-house or through affiliates. This practice could increase. Such an event would reduce the market share of all independent premium finance companies and would have a negative effect on our company.
Insurance CompanyInsolvency may cause us losses.
Insurance companies, although closely regulated by the various states, can also fail. When an insurance company fails, we may have significant exposure. Such an event would put us at considerable risk. Although most insurance companies are covered through a guarantee fund, there may be a lengthy delay in recovering these funds, and all funds due to us may not be recovered. Such an event would have a negative effect on cash flow. In the event of insurance company failure of a carrier not covered under such guarantee fund, our exposure will be much greater. There are rating services that evaluate the financial condition and stability of insurance companies. We use these to help us lower our risks. However, conditions for any insurance company can change rapidly and the rating services we use may not give us sufficient warning of any changes. In such an event, our risk factor could be increased.
We may experiencecash flow problems due to delays in receiving proceeds from our bank loan or premium finance loan documentation.
We issue drafts on our bank account to fund new premium finance loans. These drafts clear our bank on a daily basis. To meet this funding need, we draw funds on our revolving credit line with our senior lender on a regular basis. Should the senior lender be unable to fund us in a timely fashion, we would have difficulty in funding these drafts. Failure on our part to cover all or part of these drafts could result in cancellation or non-issuance of an insurance policy for which we may be liable. Further, if drafts fail to clear our bank it may jeopardize our relationships with insurance agents and insurance companies, adversely affecting our ability to conduct business in the future. Insurance agents that do business with our Company have the authority to issue drafts on our bank account to pay a portion of the insured’s premium upon initiation of the premium finance loan. We review these drafts daily to make certain they are all paid to and cashed by proper parties. Improper items can be returned to the bank and will not be honored. Under normal circumstances, we receive the finance agreement before the draft is presented to our bank. Frequently however, the draft is presented to our bank before we receive the finance agreement. Since we cannot draw on our revolving line of credit without first presenting the loan agreement, this may cause a cash flow problem for us. Such an event temporarily causes us to, in effect, use funds for which no loans have been secured. Such an event can reduce our profitability and increase risk to the Company. In the event that a draft has not been cashed for an undue period of time, we may have a liability for the draft, and the insured may have no coverage.
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Business Interruptionfrom natural disasters, including hurricanes and pandemics.
In the event of a natural disaster or other occurrence beyond our control, we may be unable to conduct our normal course of business that could cause temporary or permanent harm to the Company due to loss of customers, increased defaults on our premium finance loans, interruptions to our operations, and reduced demand for our premium finance loans.
Insurance CompanyConcentration
To reduce our exposure, we try to limit the amount of financing we do for any one insurance company. The senior lender providing our revolving credit line has placed certain limits on the percentage of our business that can be financed with any one insurance company. Although we endeavor to keep our concentration within the limits authorized by our senior lender, this is not always possible. Market conditions may cause fluctuations in our concentration, creating disproportionate exposure to one or several insurance companies. Such an event could increase our risks.
Our dependanceon Insurance Agents may expose us to losses.
We are continually adding new insurance agents to our customer base. Each new agent is screened by us to verify that he or she is licensed and is in good standing with state authorities. In addition, we attempt to gather as much information as possible to assist us in evaluating prospective customers. The risk of doing business with a new agent is significantly greater than that of doing business with an agent with whom we have established a business history.
Liability Arisingfrom Wrongful Cancellation of an Insurance Policy
Through the normal course of business, we cancel many insurance policies for non-payment. In the event we cancel an insurance policy in error, we could be deemed liable for claims that would normally be paid by the insurance carrier. Such claims and resultant damages could be significant. Although we carry professional liability insurance to cover such instances, certain provisions could prevent us from recovering all or part of our claim.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
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None.
| ITEM 1C. | CYBERSECURITY |
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Risk Management andStrategy
Cybersecurity risk management is an essential part of our overall risk management strategy. We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes. We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.
We conduct periodic risk assessments to identify cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information systems that are vulnerable to such cybersecurity threats. These risk assessments include identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.
Following these risk assessments, we redesign, implement, and maintain reasonable safeguards to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards. Primary responsibility for assessing, monitoring, and managing our cybersecurity risks rests with our Vice President of Technology who reports to our Chief Executive Officer, to manage the risk assessment and mitigation process.
As part of our overall risk management system, we monitor and test our safeguards and train our employees on these safeguards, in collaboration with IT and management. All personnel are made aware of our cybersecurity policies through training.
We engage third parties in connection with our risk assessment processes. These service providers assist us in designing and implementing our cybersecurity policies and procedures, as well as to monitor and test our safeguards. We require each third-party service provider to certify that it has the ability to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any suspected breach of its security measures that may affect our company.
We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing. For additional information regarding risks from cybersecurity threats, please refer to Item 1A. Risk Factors in this annual report on Form 10-K.
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Governance
One of the key functions of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats. Our board of directors is responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible for the day-to-day management of the material risks we face. Our board of directors administers its cybersecurity risk oversight function directly as a whole, as well as through the audit committee.
Our Chief Executive Officer and Chief Financial Officer are primarily responsible for assessing and managing our material risks from cybersecurity threats with assistance from the Vice President of Technology and third-party service providers.
Our Chief Executive Officer and Chief Financial Officer oversee our cybersecurity policies and processes, including those described in “Risk Management and Strategy” above. The cybersecurity risk management program includes tools and activities to prevent, detect, and analyze current and emerging cybersecurity threats, and plans and strategies to address threats and incidents.
Our Chief Executive Officer and Vice President of Technology provide periodic briefings to the Board of Directors regarding our company’s cybersecurity risks and activities, including any recent cybersecurity incidents and related responses, cybersecurity systems testing, and activities of third parties.
| ITEM 2. | PROPERTIES |
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The corporate headquarters of the Company are located at 13590 SW 134^th^ Avenue, Suite 214, Miami, Florida 33186. We lease our general office space at this location. In February 2024, the Company renewed this lease until February 28, 2027, including the one-year renewal option. We believe that our existing facilities are adequate for our operations and their locations allow us to efficiently serve our customers.
| ITEM 3. | LEGAL PROCEEDINGS |
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None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
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Not applicable.
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PART II
| ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
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Market Information
Our common stock is traded on the OTCQX under the symbol SPFX. Quotes on OTCQX represent inter-dealer prices that do not include retail mark-ups, mark-downs, or commissions, and may not necessarily represent actual transactions.
Holders
As of March 20, 2026, we had 122 holders of record of our common stock and 3,000,030 shares of common stock outstanding.
Dividends
We did not declare or pay dividends on our common stock in either fiscal year 2025 or 2024. The terms of our current line of credit agreement prohibit us from paying dividends on our common stock without the consent of the lender. The Company anticipates that, for the foreseeable future, it will retain any earnings for use in the operations of its business.
Purchases of Equity Securities by the Issuerand Affiliated Purchasers
Common Stock repurchase activity during the three months ended December 31, 2025, was as follows:
| Periods | Total<br> Number of Shares Purchased | Average<br> Price Paid per Share | Total<br> Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs<br> <br>(1) | ||||
|---|---|---|---|---|---|---|---|---|
| October 1 to October 31, 2025: | ||||||||
| 0 | $ | — | 0 | |||||
| November 1, 2025 to November 30, 2025: | ||||||||
| 0 | $ | — | 0 | |||||
| December 1, 2025 to December 31, 2025: | ||||||||
| Open market purchases | 1,186 | $ | 1.87 | 1,186 | ||||
| Total | 1,186 | $ | 1.87 | 1,186 | $ | 247,787 | ||
| (1) | On May 27, 2025, the Company announced the approval of a stock repurchase<br>program to repurchase up to $250,000 of the Company’s common stock by negotiated transaction through November 2, 2025. On July 31,<br>2025, the repurchase program was expanded to allow repurchases through open market transactions. On November 14, 2025, the repurchase<br>program was extended until June 10, 2026. During the fourth quarter of 2025, the Company utilized $2,213 under the repurchase program.<br>The repurchase program did not obligate the Company to acquire a minimum amount of shares. | |||||||
| --- | --- |
| ITEM 6. | [RESERVED] |
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Not required.
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| --- | | ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | --- | --- |
Overview
We are an insurance premium financing company, specializing primarily in commercial policies. We make it efficient for companies to access financing for insurance premiums. Enabled by our network of marketing representatives and relationships with insurance agents, we provide a value-driven, customer-focused lending service.
We have offered premium financing since 1991 through our wholly owned subsidiary, Standard Premium Finance Management Corporation. We are generally targeting premium financing loans from $1,000 to $100,000, with repayment terms ranging from 6 to 11 months, although we may offer larger loans under circumstances we deem appropriate. Qualified customers may have multiple loans with us concurrently, which we believe provides opportunities for repeat business, as well as increased value for our customers.
We originate loans primarily in Florida, although we operate in several states. Over the past three years, the Company has expanded its operations, and currently is financing insurance premiums in eighteen states. Throughout 2024 and 2025, we have obtained additional licenses for a total of forty-one states. We intend to continue to expand our market into new states as part of our organic growth strategy. Loans originate primarily through a network of insurance agents solicited by our in-house sales team and marketing representatives.
We generate the majority of our revenue through interest income and the associated fees earned from our loan products. We earn interest based on the “rule of 78” and earn other associated fees as applicable to each loan. These fees include, but are not limited to, a one-time finance charge, late fees, and NSF fees. Our company charges interest to its customers solely by the Rule of 78. Charging interest per the Rule of 78 is the industry standard among premium finance loans. The Rule of 78 is a method to calculate the amount of principal and interest paid by each payment on a loan with equal monthly payments. The Rule of 78 is a permissible method of calculating interest in the states in which we operate. The Rule of 78 recognizes greater amounts of interest income and lesser amounts of principal repayment during the first months of the loan, while decreasing interest income and increasing principal repayment during the final months of the loan. Whenever a loan is repaid prior to full maturity, the Rule of 78 methodology is applied and the borrower is refunded accordingly.
We rely on a diversified set of funding sources for the loans we make to our customers. Our primary source of financing has historically been a line of credit at a bank collateralized by our loan receivables and our other assets. We receive additional funding from unsecured subordinate noteholders that pays monthly interest to the investors. We have also used proceeds from operating cash flow to fund loans in the past and continue to finance a portion of our outstanding loans with these funds. See Liquidity and Capital Resources for additional information regarding our financing strategy.
The Company’s main source of funding is its line of credit, which represented approximately 66% ($49,233,077) of its capital and total liabilities as of December 31, 2025. As of December 31, 2025, the Company’s subordinated notes payable and other loans represented approximately 16% ($11,949,853) of the Company’s capital and total liabilities, operating liabilities provide approximately 7% ($5,173,808) of the Company’s capital and total liabilities, preferred equity provides approximately 2% ($1,660,000) of the Company’s capital and total liabilities, and equity in retained earnings and common paid-in capital represents the remaining 9% ($6,800,219) of the Company’s capital and total liabilities.
Key Financial and Operating Metrics
We regularly monitor a series of metrics in order to measure our current performance and project our future performance. These metrics aid us in developing and refining our growth strategies and making strategic decisions.
| As of or for the Years Ended December<br> 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Gross Revenue | $ | 12,469,770 | $ | 12,143,143 | ||
| Originations | $ | 158,136,311 | $ | 149,509,349 | ||
| Interest Earned Rate | 17.9 | % | 17.8 | % | ||
| Cost of Funds Rate, Gross | 7.13 | % | 8.36 | % | ||
| Cost of Funds Rate, Net | 5.35 | % | 6.27 | % | ||
| Reserve Ratio | 2.43 | % | 2.78 | % | ||
| Provision Rate | 0.80 | % | 0.84 | % | ||
| Return on Assets | 1.56 | % | 1.35 | % | ||
| Return on Equity | 17.58 | % | 16.57 | % |
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Gross Revenue
Gross Revenue represents the sum of interest and finance income, associated fees and other revenue.
Originations
Originations represent the total principal amount of Loans made during the period.
Interest Earned Rate
The Interest Earned Rate is the average annual percentage interest rate earned on new loans.
Cost of Funds Rate, Gross
Cost of Funds Rate, Gross is calculated as interest expense divided by average debt outstanding for the period.
Cost of Funds Rate, Net
Cost of Funds Rate, Net is calculated as interest expense divided by average debt outstanding for the period, net of the interest related tax benefit.
Reserve Ratio
Reserve Ratio is our allowance for credit losses at the end of the period divided by the total amount of principal outstanding on Loans at the end of the period. It excludes net deferred origination costs and associated fees.
Provision Rate
Provision Rate equals the provision for credit losses for the period divided by originations for the period. Because we reserve for probable credit losses inherent in the portfolio upon origination, this rate is significantly impacted by the expectation of credit losses for the period’s originations volume. This rate is also impacted by changes in loss expectations for contract receivables originated prior to the commencement of the period.
Return on Assets
Return on Assets is calculated as annualized net income (loss) attributable to common stockholders for the period divided by average total assets for the period.
Return on Equity
Return on Equity is calculated as annualized net income (loss) attributable to common stockholders for the period divided by average stockholders’ equity attributable to common stockholders for the period.
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RESULTS of OPERATIONS
Results of Operations for the Year ended December 31, 2025 Comparedto the Year ended December 31. 2024
| Summary of Comparative Results | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| **** | For the years ended | **** | **** | **** | |||||
| **** | December 31, 2025 | Increase/<br> (Decrease) () | **** | Increase/ (Decrease) (%) | **** | ||||
| Revenues: | |||||||||
| Finance Charges | $ | 10,979,188 | 10,549,453 | 4.1 | % | ||||
| Late Charges | 1,129,309 | 1,209,614 | ) | (6.6 | %) | ||||
| Origination Charges | 361,273 | 384,076 | ) | (5.9 | %) | ||||
| Gross Revenue | 12,469,770 | 12,143,143 | 2.7 | % | |||||
| Expenses: | |||||||||
| Interest | 4,106,382 | 4,407,653 | ) | (6.8 | %) | ||||
| Salaries and wages | 2,206,730 | 2,118,609 | 4.2 | % | |||||
| Commissions | 1,797,196 | 1,449,676 | 24.0 | % | |||||
| Provision for credit losses | 1,261,034 | 1,254,525 | 0.5 | % | |||||
| Professional fees | 281,944 | 372,162 | ) | (24.2 | %) | ||||
| Postage | 123,324 | 113,529 | 8.6 | % | |||||
| Insurance | 174,188 | 170,959 | 1.9 | % | |||||
| Other operating expenses | 926,717 | 935,891 | ) | (1.0 | %) | ||||
| Total costs and expenses | 10,877,515 | 10,823,004 | 0.5 | % | |||||
| Income before income taxes | 1,592,255 | 1,320,139 | 20.6 | % | |||||
| Provision for income taxes | 378,295 | 340,146 | 11.2 | % | |||||
| Net income | 1,213,960 | 979,993 | 23.9 | % |
All values are in US Dollars.
Revenue
Revenue increased by 2.7% overall or $326,627 to $12,469,770 for the year ended December 31, 2025 from $12,143,143 for the year ended December 31, 2024. The increase in revenue was due to a 4.1% or $429,735 increase in finance charges, partially offset by a 6.6% or $80,305 decrease in revenue from late charges and a 5.9% or $22,803 decrease in origination charges. Revenue from finance charges comprised 88.0% of overall revenue for the year ended December 31, 2025.
During the year ended December 31, 2025 compared to the year ended December 31, 2024, the company financed an additional $8,626,962 in new loan originations, an increase of 5.8%. This increase was due largely to increased marketing efforts throughout our established and new states, primarily by hiring additional marketing representatives in Florida and the Midwest. The Company also noted a 2,226 increase in the quantity of loan originations to 27,020 new loans for the year ended December 31, 2025 as compared to 24,794 for the year ended December 31, 2024. The quantity of loan originations is directly correlated to origination charge revenue, as the Company immediately recognizes an origination fee on substantially all new loans.
Under the terms of the line of credit agreement, the loan receivables and our other assets provide the collateral for the loan. As the receivables increase, driven by new sales, the company has greater borrowing power, giving it the opportunity to generate additional sales. In September 2025, the Company increased its line of credit from $50,000,000 to $75,000,000, with an additional $40 million accordion feature, and extended the maturity until September 2028. See Future Cash Requirements for the Company’s strategy regarding its line of credit.
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Expenses
Expenses increased by 0.5% or $54,511 to $10,877,515 for the year ended December 31, 2025 from $10,823,004 for the year ended December 31, 2024.
The increase in expenses was primarily due to increases in the following categories:
| · | $347,520 increase in commission expense as a result of<br>competitive forces within agent relations. |
|---|---|
| · | $88,121 increase in salaries and wages expense as a result of the hiring<br>of additional marketing representatives in the Midwest, performance-bonus accruals, and increased base salaries and wages for our office<br>staff. |
The increase in expenses was partially offset primarily by a decrease in the following category:
| · | $301,271 decrease in interest expense as a result of decreases in the line of credit interest rate. Due to benchmark interest rate decreases adopted by the Federal Reserve Board at the end of 2024, interest rates throughout the marketplace have decreased accordingly. The benchmark interest rate decreased again in September and December 2025, which will have a greater positive impact in the year ended December 31, 2026. Furthermore, in September 2025, the Company executed an extension on its line of credit, which decreased the interest rate margin by an average of 65 basis points. Our line of credit features a variable interest rate based on one-month SOFR. As of December 31, 2025 and 2024, our line of credit’s interest rate was 5.97% and 7.30%, respectively. |
|---|---|
| · | $90,218 decrease in professional fees primarily<br>related to the termination of a consulting agreement in December 2024. |
Income before Taxes
Income before taxes increased by $272,116 to $1,592,255 for the year ended December 31, 2025 from $1,320,139 for the year ended December 31, 2024. This increase was attributable to the net increases and decreases as discussed above.
Income Tax Provision
Income tax provision increased $38,149 to $378,295 for the year ended December 31, 2025 from $340,146 for the year ended December 31, 2024. This increase was primarily attributable to the increase in taxable income.
Net Income
Net income increased by $233,967 to $1,213,960 for the year ended December 31, 2025 from $979,993 for the year ended December 31, 2024. This increase was attributable to the $272,116 increase in income before taxes, partially offset by the $38,149 increase in the provision for income taxes.
LIQUIDITY and CAPITAL RESOURCES as of December31, 2025
We had $10,970 of cash and a working capital surplus of $15,124,071 at December 31, 2025. A significant working capital surplus is generally expected through the normal course of business due primarily to the difference between the balance in loan receivables and the related line of credit liability. As discussed in the Revenues section, the Company’s line of credit is currently the primary source of operating funds. In September 2025, the Company renewed and amended its agreement with First Horizon Bank, for a three-year $75,000,000 line of credit with an additional $40,000,000 uncommitted accordion feature. The terms of the amended line of credit include an interest rate based on the 30-day SOFR rate plus a margin of 2.10%, with a minimum rate of 2.60%. We anticipate that the interest rate we pay on our revolving credit agreement may decrease due to the recently adopted benchmark interest rate decreases by the Federal Reserve Board. Because of the short-term nature of our loans, we are not bound to any particular loan and its fixed interest rate for a long period of time. Based on our estimates and taking into account the risks and uncertainties of our plans, we believe that we will have adequate liquidity to finance and operate our business and repay our obligations as they become due in the next twelve months.
During the year ended December 31, 2025, the Company raised an additional $79,460 in subordinated notes payable – related parties and $720,682 in subordinated notes payable. During the year ended December 31, 2025, the Company repaid $490,000 of notes payable – related parties and $887,254 of notes payable. The Company utilizes its cash inflows from subordinated debt as a financing source before drawing additionally from the line of credit.
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Future Cash Requirements
As the Company anticipates its growth patterns to continue, a larger line of credit is paramount to fueling this growth. The Company’s line of credit is $75,000,000 and its maturity on its line of credit facility September 25, 2028. Extended maturity provides stability for the Company’s future cash requirements.
Uses of Liquidity and Capital Resources
We require cash to fund our operating expenses and working capital requirements, including costs associated with our premium finance loans, capital expenditures, debt repayments, acquisitions (if any), pursuing market expansion, supporting sales and marketing activities, and other general corporate purposes. While we believe we have sufficient liquidity and capital resources to fund our operations and repay our debt, we may elect to pursue additional financing activities such as refinancing or expanding existing debt or pursuing other debt or equity offerings to provide flexibility with our cash management and provide capital for potential acquisitions.
Off-balance Sheet Arrangements
None.
Contractual Obligations
As of December 31, 2025, the Company was contractually obligated as follows:
| **** | Payments Due by Period | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| **** | Total | Less than 1 Year | 1 – 3 Years | 3 – 5 Years | More than 5 Years | |||||
| Line of credit (1) | $ | 49,233,077 | $ | 49,233,077 | $ | — | $ | — | $ | — |
| Subordinated notes payable | 11,455,425 | 3,709,799 | 7,403,137 | 342,489 | — | |||||
| Capital lease obligations | 13,518 | 13,518 | — | — | — | |||||
| Operating lease obligations | 151,823 | 107,326 | 44,497 | — | — | |||||
| Purchase obligations | — | — | — | — | — | |||||
| Other long-term obligations | — | — | — | — | — | |||||
| Total contractual obligations | $ | 60,853,843 | $ | 53,063,720 | $ | 7,447,634 | $ | 342,489 | $ | — |
| (1) | Although<br> the maturity of this line of credit is September 25, 2028, the Company repays principal amounts<br> on its line of credit daily in the normal course of business. Net cash receipts are deposited<br> into a locked account with its primary lender to pay down the principal balance on a daily<br> basis. |
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We consider the following to be our most critical accounting policy because it involves critical accounting estimates and a significant degree of management judgment:
Allowance for credit losses
We are subject to the risk of loss associated with our borrowers’ inability to fulfill their payment obligations, the risk that we will not collect sufficient unearned premium refunds on the cancelled policies on the defaulted loans to fully cover the unpaid loan principal and the risk that payments due us from insurance agents and brokers will not be paid.
In developing a measurement of credit loss, institutions are required to segment financial assets into pools that share similar risk characteristics. The Company retains a third-party service provider to analyze its loan portfolio and create a financial model to better estimate its allowance for credit losses within the context of ASC 326, “Financial Instruments – Credit Losses”. Management, along with their service provider, performs an annual analysis to assist with the determination process of how financial assets should be segregated by risk. Based on this internal risk analysis performed on the Company’s historical datasets, assets are designated into asset classes based on asset codes and other credit quality indicators to provide structure based on similar risk characteristics or areas of risk concentration. Management, at the recommendation of the service provider, updated its allowance estimation model by including portfolio segmentation and the application of a separate methodology for each portfolio segment. The Company classifies its portfolio into two segments, (1) Due from Insured and (2) Due from Insurance Carrier. The segmentation is based on the respective payment and risk characteristics of each portfolio segment. The Company develops a systematic methodology to determine its allowance for credit losses at the portfolio segment level.
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The Company utilized the vintage Probability of Default (PD) method for determining expected future credit losses for the Due from Insured portfolio segment. PD is a measure of the likelihood that a borrower will default on an asset or other financial obligation. Default refers to the failure by the borrower to make scheduled payments. Defaults are tracked historically by the percentage of assets in default to assets remaining in the pool by vintage cohort based on month after origination. Additionally, Loss Given Default (LGD) is a measure of the expected loss on a loan or asset in the event of default by the borrower. In other words, it is the amount of money that a lender is likely to lose if the borrower fails to make scheduled payments on the asset. The expectation of future defaults and loss given default are used as the basis for the allowance for credit losses on each asset by segment. The asset level ACLs are then aggregated by asset segment for reporting purposes.
The Company utilized the reporting period loss rate discounted cash flow method for determining expected future credit losses for the Due from Insurance Carrier portfolio segment. In a DCF model, projected cash flows by asset are adjusted for charge-offs, prepayments and amortization are discounted to their present value using the effective interest rate. The effective interest rate used in a DCF model is based on the stated rate that is adjusted for deferred fees and costs, and premiums and discounts. The technique considers future cash flows, adjusted for potential charge-off and prepayment activity, based on the Company’s own historical experience. The difference between the discounted cash flow and the current amortized cost basis of the asset represents the allowance for credit losses (ACL). These asset-level ACLs are then aggregated for reporting purposes at the segment level. In a reporting period loss rate model, historical data is viewed from an historical reporting period perspective and grouped into segments that share similar characteristics, such as asset type, and credit quality. This allows the model to capture the unique cash flow profile of each segment over the contractual term of each pool.
Stock-Based Compensation
We account for stock-based compensation by measuring and recognizing as compensation expense the fair value of all share-based payment awards made to directors, executives, employees and consultants, including employee stock options related to our 2019 Equity Incentive Plan and stock warrants based on estimated grant date fair values. The determination of fair value involves a number of significant estimates. We use the Black Scholes option pricing model to estimate the value of employee stock options and stock warrants, which requires a number of assumptions to determine the model inputs. These include the expected volatility of our stock and employee exercise behavior which are based expectations of future developments over the term of the option.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
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Not required.
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
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See Item 15 – Exhibits and Financial Statement Schedules of this filing.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
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On April 18, 2025, Standard Premium Finance Holdings, Inc., a Florida corporation (the “Company”), received the resignation of Assurance Dimensions, LLC as our independent registered public accountant, effective immediately. The resignation of Assurance Dimensions, LLC was approved by the Audit Committee of the Board of Directors.
The reports of Assurance Dimensions, LLC on the Company’s financial statements for the years ended December 31, 2024 and 2023 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.
During the years ended December 31, 2024 and 2023 and the subsequent interim period through April 18, 2025, the Company has not had any disagreements with Assurance Dimensions, LLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Assurance Dimensions, LLC’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s consolidated financial statements for such periods.
During the years ended December 31, 2024 and 2023 and the subsequent interim period through April 18, 2025, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Assurance Dimensions, LLC with a copy of the disclosures in the Current Report on Form 8-K filed on April 21, 2025 (the “Report”) prior to the time the Report was filed with the SEC. The Company requested that Assurance Dimensions, LLC furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of Assurance Dimensions, LLC’s letter, dated April 18, 2025, is attached as Exhibit 16.1 to the Current Report on Form 8-K filed on April 21, 2025.
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| --- |
On April 21, 2025, the Audit Committee of the Board of Directors of the Company engaged Stephano Slack, LLC to serve as the Company’s independent registered public accounting firm.
During the two most recent fiscal years ended December 31, 2024 and 2023 and through the date the Company selected Stephano Slack, LLC as its independent registered public accounting firm, neither the Company nor anyone on behalf of the Company consulted Stephano Slack, LLC regarding any accounting or auditing issues involving the Company, including (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K of the Securities Exchange Act of 1934, as amended, and the related instructions to Item 304 of Regulation S-K) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).
| ITEM 9A. | CONTROLS AND PROCEDURES |
|---|
Evaluation of DisclosureControls and Procedures
As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act 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 and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at December 31, 2025 at the reasonable assurance level.
Management’sReport on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission on Internal Control-Integrated Framework (2013 framework). Our management has concluded that our internal control over financial reporting was effective as of December 31, 2025 based on these criteria. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to section 404(c) of the Sarbanes-Oxley Act of 2002, as amended, that permits the Company, as a smaller reporting company, to provide only management’s report in this annual report.
Changes in InternalControl Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our fiscal quarter ended December 31, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
| ITEM 9B. | OTHER INFORMATION |
|---|
Insider Adoption orTermination of Trading Arrangements
During the fiscal quarter ended December 31, 2025, none of our directors or officers informed us of the adoption, modification, or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
|---|
None.
| 23 |
| --- |
PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE |
|---|
The information required by this item will be included in the Company’s definitive proxy statement to be filed with the SEC within 120 days after December 31, 2025, in connection with the solicitation of proxies for the Company’s 2026 annual meeting of shareholders (“2026 Proxy Statement”), and is incorporated herein by reference.
| ITEM 11. | EXECUTIVE COMPENSATION |
|---|
The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
|---|
The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference.
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
|---|
The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference.
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
|---|
The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference.
| 24 |
| --- | | ITEM 15. | EXHIBIT AND FINANCIAL STATEMENT SCHEDULES | | --- | --- |
(a) Documents filedas part of this report
(1) All financialstatements
| The following financial statements are filed as part of this report: | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID #3523) | F-2 |
| Report of Independent Registered Public Accounting Firm (PCAOB ID #5036) | F-3 |
| CONSOLIDATED FINANCIAL STATEMENTS: | |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-4 |
| Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 | F-5 |
| Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 | F-6 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-7 |
| Notes to Consolidated Financial Statements | F-9 |
Exhibit Index
| 25 |
| --- | | 10.11 | Fifth Amendment to Loan Agreement and Omnibus Amendment to Loan Documents dated September 25, 2025 among Standard Premium Finance Management Corporation and First Horizon Bank. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on October 1, 2025) | | --- | --- | | 10.12* | Amended and Restated Employment Agreement dated March 31, 2025 between Standard Premium Finance Holdings, Inc. and William Koppelmann. (Incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed April 2, 2025) | | 10.13* | Performance-Based Cash Award Agreement dated March 31, 2025 between Standard Premium Finance Holdings, Inc. and William Koppelmann. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed April 2, 2025) | | 10.14* | Performance-Based Restricted Stock Unit Agreement dated March 31, 2025 between Standard Premium Finance Holdings, Inc. and William Koppelmann. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed April 2, 2025) | | 10.15* | Restricted Stock Unit Agreement dated March 31, 2025 between Standard Premium Finance Holdings, Inc. and William Koppelmann. (Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K filed April 2, 2025) | | 10.16* | Amendment to the Amended and Restated Employment Agreement dated February 11, 2026 between Standard Premium Finance Holdings, Inc. and William Koppelmann. | | 10.17* | Performance-Based Cash Award Agreement dated February 11, 2026 between Standard Premium Finance Holdings, Inc. and William Koppelmann. | | 10.18* | Performance-Based Restricted Stock Unit Agreement dated February 11, 2026 between Standard Premium Finance Holdings, Inc. and William Koppelmann. | | 10.19* | Amended and Restated Employment Agreement dated March 31, 2025 between Standard Premium Finance Holdings, Inc. and Brian Krogol. (Incorporated by reference to Exhibit 10.5 to Registrant’s Current Report on Form 8-K filed April 2, 2025) | | 10.20* | Performance-Based Cash Award Agreement dated March 31, 2025 between Standard Premium Finance Holdings, Inc. and Brian Krogol. (Incorporated by reference to Exhibit 10.6 to Registrant’s Current Report on Form 8-K filed April 2, 2025) | | 10.21* | Performance-Based Restricted Stock Unit Agreement dated March 31, 2025 between Standard Premium Finance Holdings, Inc. and Brian Krogol. (Incorporated by reference to Exhibit 10.7 to Registrant’s Current Report on Form 8-K filed April 2, 2025) | | 10.22* | Restricted Stock Unit Agreement dated March 31, 2025 between Standard Premium Finance Holdings, Inc. and Brian Krogol. (Incorporated by reference to Exhibit 10.8 to Registrant’s Current Report on Form 8-K filed April 2, 2025) | | 10.23* | Amendment to the Amended and Restated Employment Agreement dated February 11, 2026 between Standard Premium Finance Holdings, Inc. and Brian Krogol. | | 10.24* | Performance-Based Cash Award Agreement dated February 11, 2026 between Standard Premium Finance Holdings, Inc. and Brian Krogol. | | 10.25* | Performance-Based Restricted Stock Unit Agreement dated February 11, 2026 between Standard Premium Finance Holdings, Inc. and Brian Krogol. | | 10.26 | Procedures<br> and Guidelines Governing Securities Transactions by Company Personnel<br> (Incorporated by reference to Exhibit 10.15 to Registrant’s Annual Report on Form 10-K filed on March 15, 2024) | | 14 | Code of Ethics. (Incorporated by reference to Exhibit 14.1 to Registrant’s Annual Report on Form 10-K filed on March 31, 2021) | | 19 | Procedures<br> and Guidelines Governing Securities Transactions by Company Personnel (Incorporated by reference<br> to Exhibit 10.15 to Registrant’s Annual Report on Form 10-K filed on March 15, 2024) | | 21 | Subsidiaries of the Registrant | | 31.1 | Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer. | | 31.2 | Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer. | | 32.1 | Section 1350 Certifications of Principal Executive Officer and Principal Financial Officer. |
______________________________________
* Indicates a management contract or compensatory plan or arrangement.
| ITEM 16. | FORM 10-K SUMMARY |
|---|
Not Applicable.
| 26 |
| --- |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 20, 2026 | |
|---|---|
| STANDARD PREMIUM FINANCE HOLDINGS, INC. | |
| By: | /s/ William Koppelmann |
| William Koppelmann | |
| Chairman, President and Chief Executive Officer<br><br>(Principal Executive Officer) | |
| By: | /s/ Brian Krogol |
| Brian Krogol | |
| Chief Financial Officer<br><br>(Principal Financial Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 20, 2026.
| Signature | Title |
|---|---|
| /s/ William Koppelmann | Chairman, President, Chief Executive Officer, Director |
| William Koppelmann | (Principal Executive Officer) |
| /s/ Brian Krogol | Chief<br> Financial Officer and Director |
| Brian Krogol | (Principal Financial Officer) |
| /s/ Scott Howell, MD | Director |
| Scott<br> Howell, MD | |
| /s/ Mark E.<br> Kutner, MD | Director |
| Mark<br> E. Kutner, MD | |
| /s/ Christopher<br> Perrucci | Director |
| Christopher<br> Perrucci | |
| /s/ James Wall | Director |
| James Wall | |
| /s/ Carl C. Hoechner | Director |
| Carl C. Hoechner |
27
STANDARD PREMIUM
FINANCE HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATEDFINANCIAL STATEMENTS
FORTHE YEARS ENDED DECEMBER 31, 2025 AND 2024
StandardPremium Finance Holdings, Inc. and Subsidiary
Tableof Contents
| Report of Independent Registered Public Accounting Firm (PCAOB ID #3523) | F-2 | |
|---|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 5036) | F-3 | |
| CONSOLIDATED FINANCIAL STATEMENTS: | ||
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-4 | |
| Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 | F56 | |
| Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 | F-6 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-7 | |
| Notes to Consolidated Financial Statements | F-8<br> – F-25 |
| F-1 |
| --- |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Standard Premium Finance Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Standard Premium Finance Holdings, Inc. and Subsidiary (the Company) as of December 31, 2025, and the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
| /s/ Stephano Slack LLC |
|---|
| We have served as the Company’s auditor since 2025<br><br> <br><br><br> <br>Wayne, Pennsylvania |
| March<br> 20, 2026 |
| F-2 |
| --- |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Standard Premium Finance Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Standard Premium Finance Holdings, Inc. and Subsidiary (the Company) as of December 31, 2024, and the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters to be communicated below, are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Description of the Matter
During our audit procedures, we identified that there were significant premium finance contracts accounts receivable as of December 31, 2024 and therefore there was a question over the adequacy of the allowance for credit losses.
How we addressed the matter inour audit
The primary procedures we performed to address this critical audit matter included examining the premium finance contracts and related receivable aging, evaluating management’s assessment of the collectability of accounts receivable, reviewing historical trends and write-offs, and testing the collection of outstanding balances at year-end. Based on our procedures we deemed the Company’s treatment of premium finance contracts and related receivable and the corresponding allowance for credit losses to be materially appropriate as of December 31, 2024.
| /s/ Assurance Dimensions |
|---|
| We<br> have served as the Company’s auditor since 2022. |
| Coral<br> Springs, Florida |
| March<br> 10, 2025 |
ASSURANCE
DIMENSIONS, LLC
also d/b/a McNAMARA and
ASSOCIATES, LLC
TAMPA BAY: 4920
W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053
JACKSONVILLE: 7800
Belfort Parkway, Suite 290 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053
ORLANDO: 1800 Pembrook
Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053
SOUTH FLORIDA: 3111 N. University Drive, Suite 621 | Coral Springs, FL 33065 | Office: 754.800.3400 | Fax: 813.443.5053
ww.assurancedimensions.com
“Assurance Dimensions” is the brand name under which Assurance Dimensions, LLC including its subsidiary McNamara and Associates, LLC (referred together as “AD LLC”) and AbitOs Advisors, LLC ("AbitOs Advisors"), provide professional services. AD LLC and AbitOs Advisors practice as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations, and professional standards. AD LLC is a licensed independent CPA firm that provides attest services to its clients, and AbitOs Advisors provide tax and business consulting services to their clients. AbitOs Advisors, and its subsidiary entities are not licensed CPA firms.
| F-3 |
| --- |
Standard Premium Finance Holdings, Inc. andSubsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
| December 31, | |||
|---|---|---|---|
| 2024 | |||
| ASSETS | |||
| CURRENT ASSETS | |||
| Cash | 10,970 | $ | 1,716 |
| Premium finance contracts and related receivable, net of allowance for credit losses of 2,202,768 and 1,969,007 at December 31, 2025 and December 31, 2024, respectively | 72,837,383 | 63,857,557 | |
| Prepaid expenses and other current assets | 347,905 | 414,411 | |
| TOTAL CURRENT ASSETS | 73,196,258 | 64,273,684 | |
| Property and equipment, net | 115,594 | 134,179 | |
| Operating lease assets | 151,823 | 203,119 | |
| Finance lease assets | 12,152 | 25,408 | |
| OTHER ASSETS | |||
| Cash surrender value of life insurance | 766,130 | 705,593 | |
| Deferred tax asset | 575,000 | 505,000 | |
| TOTAL OTHER ASSETS | 1,341,130 | 1,210,593 | |
| TOTAL ASSETS | 74,816,957 | $ | 65,846,983 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||
| CURRENT LIABILITIES | |||
| Cash overdraft | 497,169 | $ | 328,421 |
| Line of credit, net | 49,233,077 | 41,216,068 | |
| Drafts payable | 2,074,866 | 2,080,810 | |
| Note payable - current portion | 2,524,799 | 3,616,940 | |
| Note payable - stockholders and related parties - current portion | 1,185,000 | 376,000 | |
| Other loans - current portion | — | 45,705 | |
| Operating lease obligation - current portion | 107,326 | 114,230 | |
| Finance lease obligation - current portion | 13,518 | 13,875 | |
| Accrued expenses and other current liabilities | 2,436,432 | 1,915,223 | |
| TOTAL CURRENT LIABILITIES | 58,072,187 | 49,707,272 | |
| LONG-TERM LIABILITIES | |||
| Note payable, net of current portion | 6,302,126 | 5,376,557 | |
| Note payable - stockholders and related parties, net of current portion | 1,443,500 | 2,663,040 | |
| Life insurance policy loan | 494,428 | 646,011 | |
| Operating lease obligation, net of current portion | 44,497 | 88,888 | |
| Finance lease obligation, net of current portion | — | 13,518 | |
| TOTAL LONG-TERM LIABILITIES | 8,284,551 | 8,788,014 | |
| TOTAL LIABILITIES | 66,356,738 | 58,495,286 | |
| COMMITMENTS AND CONTINGENCIES (see Note 16) | |||
| STOCKHOLDERS' EQUITY: | |||
| Preferred stock, par value 0.001 per share; 20 million shares authorized, 600,000 shares designated as Series A - convertible, 166,000 issued and outstanding at December 31, 2025 and December 31, 2024 | 166 | 166 | |
| Common stock, par value 0.001 per share; 100 million shares authorized, 3,001,216 shares issued and outstanding at December 31, 2025 and December 31, 2024 | 3,001 | 3,001 | |
| Additional paid in capital | 3,513,577 | 3,502,815 | |
| Retained earnings | 4,943,475 | 3,845,715 | |
| TOTAL STOCKHOLDERS' EQUITY | 8,460,219 | 7,351,697 | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 74,816,957 | $ | 65,846,983 |
All values are in US Dollars.
See accompanying notes to the consolidated financial statements
| F-4 |
| --- |
Standard Premium Finance Holdings, Inc. andSubsidiaries
Consolidated Statements of Operations
For the Years Ended December 31, 2025 and 2024
| For the<br> Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| REVENUES | ||||||
| Finance charges | $ | 10,979,188 | $ | 10,549,453 | ||
| Late charges | 1,129,309 | 1,209,614 | ||||
| Origination fees | 361,273 | 384,076 | ||||
| TOTAL REVENUES | 12,469,770 | 12,143,143 | ||||
| OPERATING COSTS AND EXPENSES | ||||||
| Interest | 4,106,382 | 4,407,653 | ||||
| Salaries and wages | 2,206,730 | 2,118,609 | ||||
| Commissions | 1,797,196 | 1,449,676 | ||||
| Provision for credit losses | 1,261,034 | 1,254,525 | ||||
| Professional fees | 281,944 | 372,162 | ||||
| Postage | 123,324 | 113,529 | ||||
| Insurance | 174,188 | 170,959 | ||||
| Other operating expenses | 926,717 | 935,891 | ||||
| TOTAL COSTS AND EXPENSES | 10,877,515 | 10,823,004 | ||||
| INCOME BEFORE INCOME TAXES | 1,592,255 | 1,320,139 | ||||
| PROVISION FOR INCOME TAXES | 378,295 | 340,146 | ||||
| NET INCOME | 1,213,960 | 979,993 | ||||
| PREFERRED SHARE DIVIDENDS | (116,200 | ) | (116,200 | ) | ||
| NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 1,097,760 | $ | 863,793 | ||
| Net income per share attributable to common stockholders | ||||||
| Basic | $ | 0.37 | $ | 0.29 | ||
| Diluted | $ | 0.29 | $ | 0.24 | ||
| Weighted average common shares outstanding | ||||||
| Basic | 3,001,216 | 2,942,797 | ||||
| Diluted | 4,192,439 | 4,050,262 |
See accompanying notes to the consolidated financial statements
| F-5 |
| --- |
Standard Premium Finance Holdings, Inc. andSubsidiaries
Consolidated Statements of Changes in Stockholders’Equity
For the Years Ended December 31, 2025 and 2024
| Series<br> A Preferred Stock | Common<br> Stock | Additional<br> Paid-in | Retained | Total<br> Stockholders' | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Capital | Earnings | Equity | |||||||||||
| BALANCE AT DECEMBER 31, 2023 | 166,000 | $ | 166 | 2,905,016 | $ | 2,905 | $ | 3,411,851 | $ | 2,981,922 | $ | 6,396,844 | |||||
| Options issued for services | — | — | — | — | 14,100 | — | 14,100 | ||||||||||
| Common stock issued in exchange for notes payable | — | — | 96,200 | 96 | 76,864 | — | 76,960 | ||||||||||
| Dividends paid on Series A convertible preferred stock | — | — | — | — | — | (116,200 | ) | (116,200 | ) | ||||||||
| Net income | — | — | — | — | — | 979,993 | 979,993 | ||||||||||
| BALANCE AT DECEMBER 31, 2024 | 166,000 | $ | 166 | 3,001,216 | $ | 3,001 | $ | 3,502,815 | $ | 3,845,715 | $ | 7,351,697 | |||||
| Stock compensation | — | — | — | — | 12,975 | — | 12,975 | ||||||||||
| Treasury stock | — | — | — | — | (2,213 | ) | — | (2,213 | ) | ||||||||
| Dividends paid on Series A convertible preferred stock | — | — | — | — | — | (116,200 | ) | (116,200 | ) | ||||||||
| Net income | — | — | — | — | — | 1,213,960 | 1,213,960 | ||||||||||
| BALANCE AT DECEMBER 31, 2025 | 166,000 | $ | 166 | 3,001,216 | $ | 3,001 | $ | 3,513,577 | $ | 4,943,475 | $ | 8,460,219 |
See accompanying notes to the consolidated financial statements
| F-6 |
| --- |
Standard Premium Finance Holdings, Inc. andSubsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
| For the<br> Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| CASH FLOW FROM OPERATING ACTIVITIES: | ||||||
| NET INCOME | $ | 1,213,960 | $ | 979,993 | ||
| ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: | ||||||
| Depreciation | 46,501 | 40,477 | ||||
| Amortization of right to use asset - operating lease | 51,296 | 113,056 | ||||
| Amortization of finance lease asset | 13,256 | 13,256 | ||||
| Provision for credit losses | 1,261,034 | 1,254,525 | ||||
| Amortization of loan origination fees | 32,529 | 1,576 | ||||
| Stock compensation | 12,975 | 14,100 | ||||
| Changes in operating assets and liabilities: | ||||||
| (Increase)/Decrease in prepaid expenses and other current assets | 53,813 | (107,205 | ) | |||
| (Increase)/Decrease in deferred tax asset, net | (70,000 | ) | (114,000 | ) | ||
| Increase/(Decrease) in drafts payable | 6,749 | (600,549 | ) | |||
| Increase/(Decrease) in accrued expenses and other current liabilities | 312,781 | 360,179 | ||||
| Increase/(Decrease) in operating lease liability | (51,295 | ) | (113,057 | ) | ||
| Net cash provided by operating activities | 2,883,599 | 1,842,351 | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Disbursements under premium finance contracts receivable, net | (10,032,432 | ) | (4,372,383 | ) | ||
| Payments made on cash surrender value of life insurance | (60,537 | ) | (51,279 | ) | ||
| Sale of property and equipment | 5,500 | 19,571 | ||||
| Purchases of property and equipment | (33,416 | ) | (71,727 | ) | ||
| Net cash used in investing activities | (10,120,885 | ) | (4,475,818 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Cash overdraft | 168,748 | 159,878 | ||||
| Proceeds of line of credit, net of repayments | 7,984,480 | (1,160,223 | ) | |||
| Proceeds (Repayments) from loan on cash surrender value of life insurance | (151,583 | ) | 641,934 | |||
| Proceeds from notes payable | 720,682 | 2,269,440 | ||||
| Repayment of notes payable | (887,254 | ) | (131,500 | ) | ||
| Proceeds from notes payable - stockholders and related parties | 79,460 | 1,028,000 | ||||
| Repayment of notes payable - stockholders and related parties | (490,000 | ) | (10,000 | ) | ||
| Repayment of finance lease obligation | (13,875 | ) | (13,166 | ) | ||
| Proceeds of other loans | — | 43,000 | ||||
| Repayment of other loans | (45,705 | ) | (121,219 | ) | ||
| Purchases of treasury stock | (2,213 | ) | — | |||
| Dividends paid on Series A Convertible Preferred Stock | (116,200 | ) | (116,200 | ) | ||
| Net cash provided by financing activities | 7,246,540 | 2,589,944 | ||||
| NET CHANGE IN CASH | 9,254 | (43,523 | ) | |||
| CASH AT THE BEGINNING OF THE PERIOD | 1,716 | 45,239 | ||||
| CASH AT THE END OF THE PERIOD | $ | 10,970 | $ | 1,716 | ||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||
| Cash paid during the period for: | ||||||
| Income taxes | $ | 371,493 | $ | 383,842 | ||
| Interest paid | $ | 4,096,339 | $ | 4,448,909 | ||
| NON-CASH INVESTING AND FINANCING TRANSACTION: | ||||||
| Operating lease assets obtained in exchange for lease liabilities | $ | — | $ | 235,335 | ||
| Common stock issued in exchange for notes payable | $ | — | $ | 76,960 |
See accompanying notes to the consolidated financial statements
F-7
Standard Premium Finance Holdings, Inc. andSubsidiaries
Notes to Consolidated Financial Statements
December 31, 2025
1. Principles of Consolidation and Descriptionof Business
Standard Premium Finance Holdings, Inc. (“SPFX”
or the “Holdings”) was incorporated on May 12, 2016, pursuant to the laws of the State of Florida. SPFX issued 100,000 shares of common stock to its founder with a fair value of $100 in exchange for services provided.
Standard Premium Finance Management Corporation (“SPFMC”) was incorporated on April 23, 1991, pursuant to the laws of the State of Florida, to engage principally in the insurance premium financing business. SPFMC is a licensed insurance premium finance company in forty-one states. Standard Premium Finance Leasing, Inc. (“SPFL”) was incorporated on August 20, 2025, pursuant to the laws of the State of Florida, to engage principally in leasing arrangements. As of December 31, 2025, SPFL has not engaged in any material activity.
On March 22, 2017, SPFX entered into an agreement of share exchange with SPFMC and the shareholders of SPFMC common stock to facilitate the formation of SPFX that will own all of the issued and outstanding shares of SPFMC. The shareholders of SPFMC agreed to exchange SPFMC common stock for newly issued shares of SPFX common stock. For accounting purposes, this transaction is being accounted for as a merger of entities under common control and has been treated as a recapitalization of SPFX with SPFMC as the accounting acquirer. The historical financial statements of the accounting acquirer became the financial statements of the Company. The Company did not recognize goodwill or any intangible assets in connection with the transaction.
The accompanying consolidated financial statements include the accounts of SPFX and its wholly-owned subsidiaries SPFMC and SPFL. SPFX and its subsidiaries are collectively referred to as (“the Company”). All intercompany balances and transactions have been eliminated in consolidation.
The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012. The Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act and, accordingly, the Company adopts new or revised accounting standards on the effective dates applicable to public business entities.
2. Summary of Significant Accounting Policies
Revenue Recognition
Finance charges on insurance premium installment contracts are initially recorded as unearned interest and are credited to income monthly over the term of the finance agreement. An initial service fee, where permissible, and the first month’s interest, on a pro rata basis, are recognized as income at the inception of a contract. The initial service fee can only be charged once to an insured in a twelve-month period. In accordance with industry practice, finance charges are recognized as income using the “Rule of 78s” method of amortizing finance charge income, which does not materially differ from the interest method of amortizing finance charge income on short term receivables. Late charges are recognized as income when charged. Unearned interest is netted against Premium Finance Contracts and Related Receivables on the balance sheets for reporting purposes.
The provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”) provide guidance on the recognition, presentation, and disclosure of revenue in financial statements. Management evaluated ASC 606 and determined that it is not applicable to the Company’s revenue streams. However, the Company follows ASC 835, Interest, and ASC 310, Receivables, to recognize its finance charge, late charge, and origination fee revenue as these revenue streams are exempt from ASC 606.
| F-8 |
| --- |
| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
| --- |
2. Summary of Significant Accounting Policies (Continued)
Cash, Cash Equivalents, and Cash Overdraft
The Company considers short-term interest-bearing
investments with initial maturities of three months or less to be cash equivalents. The Company had $7,815 and $0 in a money market account at December 31, 2025 and 2024, respectively.
The Company experienced a cash overdraft
of $497,169 and $328,421 in its group of bank accounts at its primary lender as of December 31, 2025 and 2024, respectively. As this group of bank accounts is funded by the Company’s line of credit (see Note 7), overdrafts are an expected part of the cash cycle. The Company is not charged any fees for overdrafts as the line of credit funds the operating accounts daily. The Company actively manages its cash balances to minimize unnecessary interest charges.
Balance sheet presentation and netting policy
Cash overdrafts are presented as “Cash overdraft” within current liabilities in the consolidated balance sheets. The Company does not net cash overdraft balances against cash and cash equivalents.
Statement of cash flows classification
In the consolidated statements of cash flows, changes in cash overdrafts are presented as “Cash overdraft” within financing activities because the cash overdrafts are funded daily through draws on the Company’s line of credit and therefore represent a form of short-term financing.
Consistency
The Company’s presentation and classification policy for cash overdrafts has been applied consistently for all periods presented.
Premium Finance Contracts and Related Receivable
The Company finances insurance premiums on policies
primarily for commercial enterprises. The Company amortizes these loans over the term of each contract, which varies from three to eleven monthly payments, and manages these loans on a collective basis based on similar risk characteristics. As of December 31, 2025 and 2024, the portfolio has an amortized cost basis of $76,630,634 and $67,173,975, respectively. Repayment terms are structured such that the contracts will be repaid within the term of the underlying insurance policy, generally less than one year. The contracts are secured by the unearned premium of the insurance carrier which is obligated to pay the Company any unearned premium in the event the insurance policy is cancelled pursuant to the power of attorney contained in the finance contract. As of December 31, 2025 and 2024, the amount of unearned premium on open and cancelled contracts approximated $105,300,000 and $94,200,000, respectively. The annual percentage interest rates on new contracts averaged approximately 17.9% and 17.8% during the years ended December 31, 2025 and 2024, respectively.
Allowance for Credit Losses
In developing a measurement of credit loss, institutions are required to segment financial assets into pools that share similar risk characteristics. The Company uses ARCSys, a third-party SaaS platform, to support its allowance for credit losses (ACL) estimation process under ASC 326, “Financial Instruments – Credit Losses”. Management remains responsible for the selection of methodologies, key assumptions, and the resulting ACL. Management, leveraging the third-party ARCSys platform, performs its own analysis each reporting period to assist with the determination process of how financial assets should be segregated by risk. Based on this internal risk analysis performed on the Company’s historical datasets, assets are designated into asset classes based on asset codes and other credit quality indicators to provide structure based on similar risk characteristics or areas of risk concentration. Management, with support from the ARCSys segmentation module, updated its allowance estimation model by including portfolio segmentation and the application of a separate methodology for each portfolio segment. The Company classifies its portfolio into two primary segments: (1) Due from Insured and (2) Due from Insurance Carrier. The segmentation is based on the respective payment and risk characteristics of each portfolio segment. The Company develops a systematic and repeatable methodology to determine its allowance for credit losses at the portfolio segment level.
The Company utilized the ARCSys Vintage PD/LGD model, as defined below, for determining expected future credit losses for the Due from Insured portfolio segment. PD is a measure of the likelihood that a borrower will default on an asset or other financial obligation over the contractual life of the loan. Default refers to the failure by the borrower to make scheduled payments. Defaults are tracked historically by the percentage of assets in default to assets remaining in the pool by vintage cohort based on month after origination. Additionally, Loss Given Default (LGD) is a measure of the expected loss on a loan or asset in the event of default by the borrower. The expectation of future defaults and loss given default are used as the basis for the allowance for credit losses on each asset by segment. The asset-level allowances for credit losses are then aggregated by asset segment for reporting purposes within the ARCSys Disclosure modules.
| F-9 |
| --- |
| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
| --- |
2. Summary of Significant Accounting Policies (Continued)
The Company utilized the ARCSys Individual Asset DCF (Discounted Cash Flow) module, as defined below, for determining expected future credit losses for the Due from Insurance Carrier portfolio segment. In the ARCSys DCF model, projected cash flows by asset are adjusted for expected losses, prepayments, and amortization, and are discounted to their present value using the effective interest rate. The effective interest rate used in the DCF model is based on the stated rate that is adjusted for deferred fees and costs, and premiums and discounts. The technique considers future cash flows, adjusted for potential default and prepayment activity, based on the Company's own historical experience stored within the ARCSys data warehouse. The difference between the discounted cash flow and the current amortized cost basis of the asset represents the allowance for credit losses . These asset-level allowances for credit losses are then aggregated for reporting purposes at the segment level. The ARCSys platform captures the unique cash flow profile of each segment over the remaining contractual term, consistent with the "Life of Loan" concept required by ASC 326.
Reasonable and Supportable Forecasting
When estimating credit losses, management considers the need to adjust historical segment loss, default, or prepayment information to reflect the extent to which management expects current conditions and reasonable and supportable forecasts to differ from the conditions that existed for the period over which historical information was evaluated and utilized in the model.
The Company has established a 12-month reasonable and supportable forecast period. Management utilizes the ARCSys Q-Factor and Forecasting module, which allows management to evaluate appropriate macroeconomic variables and environmental factors, and incorporate them into the estimation engine. For the remaining life of the assets beyond the forecast period, management incorporates a transition to historical loss experience (reversion).
Off-Balance Sheet Credit Exposures
In accordance with ASC 326, management has evaluated the portfolio for off-balance sheet credit exposures. Due to the specific nature of the Company’s current financial assets, there are no applicable off-balance sheet exposures (such as unfunded commitments or lines of credit) that are not unconditionally cancellable. Consequently, no separate allowance for off-balance sheet credit losses is required at this time.
Qualitative Adjustments and Environmental Factors
The adjustments to historical loss information may be qualitative in nature and should reflect changes related to relevant data which reflect differences in current asset-specific risk characteristics, such as differences in underwriting standards, portfolio mix, or asset term within a segment at the reporting date.
Management utilizes the ARCSys "Environmental Factor" framework to document and quantify adjustments for:
| · | Nature and volume of the Company’s<br>financial assets. |
|---|---|
| · | The volume, trend, and severity<br>of past-due financial assets, nonaccrual assets, and internal risk rating migrations, work-outs and restructurings. |
| --- | --- |
| · | Changes to the underlying value<br>or liquidity of collateral on financial assets. |
| --- | --- |
| · | Management’s lending policies<br>and procedures, including changes in underwriting standards, collections, write-offs and recovery practices. |
| --- | --- |
| · | The quality of the credit review<br>system. |
| --- | --- |
| · | The experience, ability, and<br>depth of lending, investment, and collections management, as well as other relevant staff. |
| --- | --- |
| · | The effect of other external<br>factors, such as competition and regulatory, legal, and technological environments. |
| --- | --- |
| · | Actual and expected changes<br>in the general market condition of either the geographical area or industry in which the Company has exposure. |
| --- | --- |
| F-10 |
| --- |
| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
| --- |
2. Summary of Significant Accounting Policies (Continued)
| · | Actual and expected changes<br>in international, national, regional, and local economic and business conditions and developments that affect collectability of financial<br>assets, including unemployment rates and GDP forecasts. |
|---|---|
| · | Additionally, concentration<br>of credit and external factors such as competition, legal, and regulatory requirements are also assessed to refine the overall estimate<br>of expected credit losses. |
| --- | --- |
Governance and Finalization
To ensure the integrity of the financial reporting process, the Company maintains strict governance controls over the allowance for credit losses calculation. At the end of each reporting period, once management has reviewed and approved the final calculation, the period is finalized within the ARCSys platform. Following this approval, the period is locked; no further edits or modifications can be made to the methodology, data, or qualitative factors for that specific period, supporting a robust audit trail and consistency for external reporting.
This comprehensive approach, supported by the ARCSys audit trail and governance controls, is intended to help ensure that the allowance for credit losses reflects management's best judgment of future losses based on reasonable and supportable forecasts.
Allowance for Amounts Due from Agents
Management separately forms an estimate for the allowance for credit losses for amounts due from agents. The Company estimates expected credit losses in accordance with ASC 326 using a historical loss rate methodology applied to pooled receivables that share similar risk characteristics. For this analysis, management considers historical loss information, updated for current conditions and reasonable and supportable forecasts that affect the expected collectability of the amortized cost basis pool. Historical loss rates are adjusted through qualitative factors to reflect current economic conditions and forward-looking information over a reasonable and supportable forecast period. Given the short-term nature of agent receivables, historical loss experience, as adjusted for current conditions, is considered a reasonable basis for estimating expected credit losses.
The Company utilizes CreditSafe, a credit quality reporting agency, to monitor agents for forecasts of credit risk. Credit quality information obtained from CreditSafe is considered in management’s qualitative assessment of collectability. As of December 31, 2025 and 2024, the Company did not expect any material degradation to the credit quality of the agents it currently underwrites or anticipates underwriting in a way that would affect the allowance for credit losses. Since agent balances are constantly fluctuating through the normal course of business, the Company utilizes agent inactivity, defined as a minimum of three months without a change in balance, as a key factor when determining the allowance for credit losses. Receivables from inactive agents are considered to present a higher risk of credit loss and are evaluated accordingly within the allowance analysis.
The Company writes off receivables when they are deemed uncollectible based on specific facts and circumstances, including the agent’s financial condition and collection efforts. Recoveries of amounts previously written off are recorded when received.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in valuation of deferred tax assets, allowance for credit losses, and valuation of stock-based compensation.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:
Furniture and equipment 5 - 7 years
Computer equipment and software 3 - 5 years
Leasehold improvements 10 years
| F-11 |
| --- |
| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
| --- |
2. Summary of Significant Accounting Policies (Continued)
Concentration of Credit and Financial InstrumentRisk
Financial instruments that potentially subject
the Company to concentrations of credit risk are primarily cash and accounts receivable from customers, agents, and insurance companies. The Company maintains its cash balances at two banks, which are insured by the Federal Deposit Insurance Corporation up to $250,000, and one money market account in a brokerage account, which is not insured. Uninsured balances are $7,815 and $94,291 at December 31, 2025 and 2024, respectively. The Company mitigates this risk by maintaining its cash balances at high-quality financial institutions. The following table provides a reconciliation between uninsured balances and cash per the consolidated balance sheet:
| Schedule of reconciliation between uninsured balances and cash per the consolidated balance sheets | **** | **** | **** | **** | ||
|---|---|---|---|---|---|---|
| **** | December 31, 2025 | **** | December 31, 2024 | **** | ||
| Uninsured Balance | $ | 7,815 | $ | 94,291 | ||
| Plus: Insured balances | 196,913 | 250,000 | ||||
| Plus: Balances at other institutions that do not exceed FDIC limit | 3,155 | 1,716 | ||||
| Plus: Cash overdraft | 497,169 | 328,421 | ||||
| Less: Outstanding checks | (694,082 | ) | (672,712 | ) | ||
| Cash per Consolidated Balance Sheet | $ | 10,970 | $ | 1,716 |
The Company controls its credit risk in accounts receivable through credit standards, limits on exposure, by monitoring the financial condition of insurance companies, by adhering to statutory cancellation policies, and by monitoring and pursuing collections from past due accounts. We cancel policies at the earliest permissible date allowed by the statutory cancellation regulations.
Approximately 62% and 66% of the Company’s
business activity is with customers located in Florida for 2025 and 2024, respectively. Approximately 8% and 10% of the Company’s business activity is with customers located in Georgia for 2025 and 2024, respectively. There were no other significant regional, industrial or group concentrations during the years ended December 31, 2025 and 2024.
Cash Surrender Value of Life Insurance
The Company is the owner and beneficiary of a
life insurance policy on its president. The gross cash surrender value relative to the policy in place at December 31, 2025 and 2024, was $766,130 and $705,593, respectively. In March 2024, the Company executed a $641,934 loan against the life insurance policy. Any death benefit received would first be reduced by the outstanding loan amount at the time of death. In October 2025, the Company repaid $156,402 of the loan. The remaining loan accrues interest at a rate of 5.50% and has no maturity date. The Company paid interest on this loan of $33,818 and $27,884 for the years ended December 31, 2025 and 2024, respectively.
Fair Value of Financial Instruments
The Company’s carrying amounts of financial instruments as defined by FASB ASC 825, “Disclosures about Fair Value of Financial Instruments”, including premium finance contracts and related receivables, prepaid expenses, cash surrender value of life insurance, drafts payable, accrued expenses and other current liabilities, approximate their fair value due to the relatively short period to maturity for these instruments. The fair value of the line of credit and notes payable are based on current rates at which the Company could borrow funds with similar remaining maturities and the carrying value approximates fair value.
Income Taxes
The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Uncertain tax positions are recognized only when the Company believes it is more likely than not that the tax position will be upheld on examination by the taxing authorities based on the merits of the position. The Company has no material unrecognized tax benefits and no adjustments to its consolidated financial position, results of operations or cash flows were required as of December 31, 2025.
The Company filed consolidated tax returns for the years ended December 31, 2025 and 2024, which are subject to examination by federal and state tax jurisdictions. The Company’s tax returns for the previous three years remain open for audit by the respective tax jurisdictions. No income tax returns are currently under examination by taxing authorities. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. The Company did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2025 and 2024.
| F-12 |
| --- |
| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
| --- |
2. Summary of Significant Accounting Policies (Continued)
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with FASB ASC Topic No. 718, “Stock Compensation,” which establishes the requirements for expensing equity awards. The Company measures and recognizes as compensation expense the fair value of all share-based payment awards based on estimated grant date fair values. Our stock-based compensation includes issuances made to directors, executives, employees and consultants, which includes employee stock options related to our 2019 Equity Incentive Plan and stock warrants. The determination of fair value involves a number of significant estimates. We use the Black-Scholes option pricing model to estimate the value of employee stock options and stock warrants, which requires a number of assumptions to determine the model inputs. These include the expected volatility of our stock and employee exercise behavior which are based expectations of future developments over the term of the option.
Earnings per Common Share
The Company accounts for earnings (loss) per share in accordance with FASB ASC Topic No. 260 - 10*, “Earnings Per Share”,* which establishes the requirements for presenting earnings per share (“EPS”). FASB ASC Topic No. 260 - 10 requires the presentation of “basic” and “diluted” EPS on the face of the statement of operations. Basic EPS amounts are calculated using the weighted-average number of common shares outstanding during each period. Diluted EPS assumes the exercise of all stock options, warrants and convertible securities having exercise prices less than the average market price of the common stock during the periods, using the treasury stock method.
As of December 31, 2025 and 2024, the Company had potentially dilutive securities outstanding, including stock options, stock warrants, and convertible preferred stock. All outstanding stock options and warrants were fully vested as of the respective dates. The Company’s Series A Convertible Preferred Stock is convertible into common stock at 80% of the average market price over a 30-day period, at the Company’s discretion. These instruments were evaluated for dilutive effect and included in the diluted EPS calculation to the extent they were not antidilutive.
Reconciliation of Weighted-Average Shares Outstanding:
| Schedule of outstanding options and warrants on earnings per share | **** | **** | ||
|---|---|---|---|---|
| **** | December 31, 2025 | December 31, 2024 | ||
| Basic weighted-average shares outstanding | 3,001,216 | 2,942,797 | ||
| Effect of dilutive stock options (treasury stock method) | 51,113 | 54,165 | ||
| Effect of dilutive preferred stock (if-converted method) | 1,140,110 | 1,053,300 | ||
| Diluted weighted-average shares outstanding | 4,192,439 | 4,050,262 |
The Company determined that all outstanding warrants as of December 31, 2025 and 2024 were antidilutive and therefore excluded them from the diluted EPS computation. No adjustments to net income were required for the diluted earnings per share calculation for the periods presented.
Leases
The Company recognizes and measures its leases in accordance with ASC Topic 842, “Leases”. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right of use (ROU) asset at the commencement date of the lease. The lease liability is initially and subsequently recognized based on the present value of its future lease payments calculated using the Company’s incremental borrowing rate.
| F-13 |
| --- |
| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
| --- |
2. Summary of Significant Accounting Policies (Continued)
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures about reportable segments but does not change the definition of a segment or the guidance for determining reportable segments. The new guidance requires disclosure of significant segment expenses that are (1) regularly provided to (or easily computed from information regularly provided to) the chief operating decision maker ("CODM") and (2) included in the reported measure of segment profit or loss. The new standard also requires companies to disclose the title and position of the individual (or the name of the committee) identified as the CODM, allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources, and is applicable to companies with a single reportable segment. The requirements are effective for annual reporting periods beginning on January 1, 2024, and are required to be applied retrospectively. The Company has adopted the additional disclosure requirements under ASU 2023-07. The additional requirements did not have a material impact on the financial statements.
Amortization of Line of Credit Costs
Amortization of line of credit costs is computed using the straight-line method over the life of the loan.
3. Premium Finance Contracts, Related Receivableand Allowance for Credit Losses
Premium Finance Contracts and Related Receivable represent monthly payments due on insurance premium finance contracts. The Company finances insurance policies over periods from three to eleven months for businesses and consumers who make an initial down payment of, on average, 25 percent of the insurance policy amounts. The entire amount of the contract is recorded including amounts due for finance charges and services charges. These receivables are reported net of unearned interest for financial statements purposes. Upon cancellation of an insurance premium finance contract, the unearned premium on the contract becomes due from the insurance carrier. The Company segregates its Premium Finance Contracts Receivable into three portfolio segments for reporting and allowance calculation purposes. The segments are (1) Due from Insured, (2) Due from Insurance Carrier, and (3) Due from Agents. Amounts due from agents represent balances related to (1) an agent’s unearned commission due to a policy cancellation and (2) down payments collected by the agents on behalf of the insured, which are due to us.
At December 31, 2025 and 2024, premium finance contract and agents’ receivable consists of the following:
| Schedule of premium finance contract and agents’ receivable | **** | **** | **** | **** | ||
|---|---|---|---|---|---|---|
| Description | December 31, 2025 | **** | December 31, 2024 | **** | ||
| Contracts due from insured | $ | 69,350,806 | $ | 59,758,090 | ||
| Contracts due from insurance carrier | 7,279,828 | 7,415,885 | ||||
| 76,630,634 | 67,173,975 | |||||
| Amounts due from agents | 1,146,494 | 1,059,085 | ||||
| Less: Unearned interest | (2,736,977 | ) | (2,406,496 | ) | ||
| 75,040,151 | 65,826,564 | |||||
| Less: Allowance for credit losses | (2,202,768 | ) | (1,969,007 | ) | ||
| Total | $ | 72,837,383 | $ | 63,857,557 |
| F-14 |
| --- |
| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
| --- |
3. Premium Finance Contracts, Related Receivableand Allowance for Credit Losses (Continued)
The allowance for credit losses at December 31, 2025 and December 31, 2024 is as follows:
| Schedule of allowance for credit losses | **** | **** | ||
|---|---|---|---|---|
| **** | December 31, 2025 | December 31, 2024 | ||
| Allowance for contracts due from insured | $ | 1,268,799 | $ | 1,099,338 |
| Allowance for contracts due from insurance carrier | 746,506 | 692,066 | ||
| Allowance for amounts due from agents | 187,463 | 177,603 | ||
| Total allowance for credit losses | $ | 2,202,768 | $ | 1,969,007 |
Activity in the allowance for credit losses for the years ended December 31, 2025 and 2024, is as follows:
| Schedule of allowance for credit losses activity | **** | **** | **** | **** | ||
|---|---|---|---|---|---|---|
| **** | December 31, 2025 | **** | December 31, 2024 | **** | ||
| Balance at the beginning of the year | $ | 1,969,007 | $ | 1,501,593 | ||
| Current year provision | 2,115,000 | 1,846,860 | ||||
| Write-offs charged against the allowance | (2,211,812 | ) | (1,726,907 | ) | ||
| Recoveries of amounts previously charged off | 330,573 | 347,461 | ||||
| Balance at end of the year | $ | 2,202,768 | $ | 1,969,007 |
The Company maintains an allowance that includes the expected write-offs of principal and interest. Provisions and write-offs per the note disclosures above are displayed at gross amounts, which include provisions and write-offs of both principal and unearned interest. The write-offs are allocated between the principal (i.e. provision for credit losses) and interest (i.e. contra-revenue) on the income statement. The following table shows a reconciliation between the total provision per this note and provision for credit losses on the consolidated statement of operations:
| Schedule of reconciliation between the total provision per the footnote and the provision for credit losses | **** | **** | **** | **** | ||
|---|---|---|---|---|---|---|
| **** | December 31, 2025 | **** | December 31, 2024 | **** | ||
| Current year provision | $ | 2,115,000 | $ | 1,846,860 | ||
| Less: Contra-revenue | (853,966 | ) | (592,335 | ) | ||
| Provision for credit losses | $ | 1,261,034 | $ | 1,254,525 |
The aging analyses of past-due contract receivables as of December 31, 2025 and December 31, 2024 are as follows:
| Schedule of aging analyses of past-due contract receivables | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, 2025 | 30–59<br> Days | 60–89<br> Days | 90-119<br> Days | Greater Than<br><br> <br>120 Days | Total<br><br> <br>Past-Due | Current | Grand<br> Total | |||||||
| Premium finance contracts: | ||||||||||||||
| Due from insured | $ | 121,417 | $ | 21,018 | $ | 4,230 | $ | 15,145 | $ | 161,810 | $ | 69,188,996 | $ | 69,350,806 |
| Due from insurance carrier | 631,883 | 635,401 | 568,894 | 2,497,849 | 4,334,027 | 2,945,801 | 7,279,828 | |||||||
| Total | $ | 753,300 | $ | 656,419 | $ | 573,124 | $ | 2,512,994 | $ | 4,495,837 | $ | 72,134,797 | $ | 76,630,634 |
| As of December 31, 2024 | 30–59<br> Days | 60–89<br> Days | 90-119<br> Days | Greater Than<br><br> <br>120 Days | Total<br><br> <br>Past-Due | Current | Grand<br> Total | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Premium finance contracts: | ||||||||||||||
| Due from insured | $ | 113,024 | $ | 100,104 | $ | 5,186 | $ | 12,403 | $ | 230,717 | $ | 59,527,373 | $ | 59,758,090 |
| Due from insurance carrier | 446,035 | 400,021 | 302,676 | 2,387,638 | 3,536,370 | 3,879,515 | 7,415,885 | |||||||
| Total | $ | 559,059 | $ | 500,125 | $ | 307,862 | $ | 2,400,041 | $ | 3,767,087 | $ | 63,406,888 | $ | 67,173,975 |
Inactive agent receivables are defined as agent receivables that have not changed in at least three months, which pose a greater risk of credit losses. Agent inactivity is used by management as a credit quality indicator in evaluating receivables. The analysis of active and inactive agents as of December 31, 2025 and December 31, 2024 are as follows:
| Schedule of inactive agent receivables | **** | **** | ||
|---|---|---|---|---|
| **** | December 31, 2025 | December 31, 2024 | ||
| Receivables from active agents | $ | 997,452 | $ | 882,890 |
| Receivables from inactive agents | 149,042 | 176,195 | ||
| Total | $ | 1,146,494 | $ | 1,059,085 |
| F-15 |
| --- |
| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
| --- |
4. Property and Equipment, Net
At December 31, 2025 and 2024, the Company’s property and equipment consists of the following:
| Schedule of property and equipment | **** | **** | **** | **** | ||
|---|---|---|---|---|---|---|
| **** | December 31, 2025 | **** | December 31, 2024 | **** | ||
| Computer Software | $ | 25,857 | $ | 25,857 | ||
| Automobile | 173,379 | 166,749 | ||||
| Furniture & Fixtures | 17,773 | 17,773 | ||||
| Leasehold Improvements | 116,811 | 116,811 | ||||
| Computer Equipment | 54,821 | 52,535 | ||||
| Property and equipment, gross | 388,641 | 379,725 | ||||
| Accumulated depreciation | (273,047 | ) | (245,546 | ) | ||
| Property and equipment, net | $ | 115,594 | $ | 134,179 |
The Company recorded depreciation expense in other
operating expenses of $46,501 and $40,477, for the years ended December 31, 2025 and 2024, respectively.
5. Leases
The Company accounts for leases in accordance
with ASC Topic 842. The Company used its incremental borrowing rate of 5.25% for all operating leases as of December 31, 2025 and 2024. In March 2024, the Company renewed its office lease with Marlenko Acquisitions, LLC. The new two-year lease is identical to the previous lease and expires on February 28, 2026 with a one-year option to renew. The right-of-use asset and operating lease liability at the execution of this lease totaled $235,335.
Office lease – On March 1, 2024, the Company entered into a two (2) year lease for an office facility located in Miami Florida with an entity controlled by our CEO and related parties. The lease has a one-time renewal option for one year which management is reasonably certain will be exercised. The lease is $7,048 per month and expires in February 2026, including the renewal option (see Note 15).
Secure facility lease – In August 2025, the Company entered into a three (3) year lease for a secure facility located in Miami, Florida. The lease has no renewal option. The lease is $1,760 per month, with payment increases of 4% annually, and expires in September 2028. The right-of-use asset and operating lease liability at the execution of this lease totaled $
61,073
.
Copier lease – On October 14, 2019 the Company entered into a copier lease. The right to use asset and lease liability at inception of the copier lease was $
68,799
. The cost of the copier lease is $1,116 per month and expired October 14, 2024 with a one-year renewal option, which the Company exercised.
Hardware lease – On September 30, 2022, the Company entered into a three-year lease for computer hardware. The lease has no renewal option. The lease is $664 per month and expired in September 2025 and continued on a month-to-month rental basis. The right-of-use asset and operating lease liability at the execution of this lease totaled $
22,059
.
Server lease – On December 7, 2021, the Company entered into a five-year lease for a computer server. The lease contains a bargain purchase option, which the Company intends to exercise. The Company recorded this lease as a finance lease. The lease payments are $1,249 per month through December 2026.
| F-16 |
| --- |
| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
| --- |
5. Leases (Continued)
Supplemental balance sheet information related to leases is as follows:
| Schedule of lease cost | |||||
|---|---|---|---|---|---|
| Leases | Classification | December<br> 31, 2025 | December<br> 31, 2024 | ||
| Right-of-use assets | Operating lease assets | $ | 151,823 | $ | 203,119 |
| Server lease | Finance lease assets | 12,152 | 25,408 | ||
| Total lease assets | $ | 163,975 | $ | 228,527 | |
| Current operating lease liability | Current operating lease liabilities | $ | 107,326 | $ | 114,230 |
| Non-current operating lease liability | Long-term operating lease liabilities | 44,497 | 88,888 | ||
| Total operating lease liabilities | $ | 151,823 | $ | 203,118 | |
| Current finance lease liability | Current finance lease liabilities | $ | 13,518 | $ | 13,875 |
| Non-current finance lease liability | Long-term finance lease liabilities | — | 13,518 | ||
| Total finance lease liabilities | $ | 13,518 | $ | 27,393 |
Maturities of lease liabilities as of December 31, 2025 were as follows:
| Schedule of maturities of lease liabilities | ||||
|---|---|---|---|---|
| 2026 | $ | 119,801 | ||
| 2027 | 36,287 | |||
| 2028 | 17,137 | |||
| Total lease payments | 173,225 | |||
| Less: imputed interest | (7,884 | ) | ||
| Present value of lease liabilities | $ | 165,341 |
The weighted-average remaining lease term
was 1.69 years and 1.96 years as of December 31, 2025 and December 31, 2024, respectively. For the years ended December 31, 2025 and 2024, the total operating lease costs was $114,959 and $123,814, respectively. As of December 31, 2025 and 2024, operating lease payments include $84,586 and $95,746, respectively, of cost related to options to extend lease terms that are reasonably certain of being exercised.
6. Drafts Payable
Drafts payable outstanding represent unpaid
drafts that have not been disbursed by our senior lender as of the reporting date on insurance premium finance contracts received by the Company prior to the reporting date. As of December 31, 2025 and 2024, the draft payable balances are $2,074,866 and $2,080,810, respectively.
| F-17 |
| --- |
| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
| --- |
7. Line of Credit
Relationship with First Horizon Bank (“FHB”)
On February 3, 2021, the Company
entered into an exclusive twenty-four month loan agreement with First Horizon Bank, our senior lender, for a revolving line of credit in the amount of $35,000,000, which was immediately funded for $25,974,695 to pay off the prior line of credit. On this date, the prior line of credit was fully repaid and terminated. The Company recorded $180,350 of loan origination costs. In October 2021, the Company increased its line of credit with First Horizon Bank from $35,000,000 to $45,000,000. The Company recorded $25,771 of line of credit costs related to the credit increase. In November 2022, the Company extended the maturity on its line of credit agreement with FHB until November 30, 2025. This extension also changed the Index Rate of the line of credit from 30-Day Libor to 30-Day Secured Overnight Financing Rate (“SOFR”). The Company recorded $117,228 of line of credit costs related to this extension. In June 2025, the Company increased its line of credit with FHB from $45,000,000 to $50,000,000. In September 2025, the Company renewed its line of credit agreement with FHB until September 25, 2028. This renewal also increased the commitment amount from $50,000,000 to $75,000,000, lowered the interest rate margin from 2.55-2.96% to 2.10%, and syndicated the line of credit between two additional lenders, Flagstar Bank and Cadence Bank. The Company is unaffected operationally by the additional lenders as First Horizon Bank acts as the agent for the other lenders in the syndicated loan agreement. The Company recorded $373,011 of line of credit costs related to this extension, which is included in the line of credit balance in the consolidated balance sheet at December 31, 2025.
At December 31, 2025 and 2024, the advance rate was
85%
of the aggregate unpaid balance of the Company’s eligible accounts receivable. The line of credit is secured by all Company assets and is personally guaranteed by our CEO. The line of credit bears interest at 30-Day SOFR plus 2.10% per annum (5.97% and 7.30% at December 31, 2025 and 2024, respectively). As of December 31, 2025 and 2024, the amount of principal outstanding on the line of credit was $49,575,004 and $41,217,513, respectively, and is reported on the consolidated balance sheet net of $341,927 and $1,445, respectively, of unamortized loan origination fees. Interest expense on this line of credit for the years ended December 31, 2025 and 2024 totaled approximately $3,071,000 and $3,556,000, respectively. The Company recorded amortized loan origination fee for the years ended December 31, 2025 and 2024 of $32,529 and $1,576, respectively. For the years ended December 31, 2025 and 2024, the Company paid a fee based on the unused portion of the line of credit totaling $29,254 and $4,093, respectively, which is included in interest expense. The Company had availability on this line of credit of $6,893,451 as of December 31, 2025.
The Company’s agreements with FHB contain certain financial covenants and restrictions. Under these restrictions, all the Company’s assets are pledged to secure the line of credit, the Company must maintain certain financial ratios such as an adjusted tangible net worth ratio, interest coverage ratio and adjusted leverage ratio. The loan agreement also provides for certain covenants such as audited financial statements, notice of change of control, budget, permission for any new debt, and copies of filings with regulatory bodies. Management believes it was in compliance with the applicable debt covenants as of December 31, 2025 and December 31, 2024.
8. Other Loans
On April 18, 2020, the Company entered into a
$271,000 loan with Woodforest National Bank, under a program administered by the Small Business Administration (“SBA”) as part of the Paycheck Protection Program (“PPP”) approved under the “Coronavirus Aid, Relief, and Economic Security Act” (“CARES Act”) (Pub. L. No. 116-136). The loan matured in two (2) years and accrued interest at 1% from the origination of the loan.
On June 22, 2022, the Company executed a
loan modification with Woodforest National Bank (“WNB”) allowing for the repayment of the PPP loan to WNB. This loan was fully repaid in April 2025. For the years ended December 31, 2025 and 2024, the Company paid interest on this loan of $66 and $829, respectively, which is included in interest expense.
On April 12, 2024, the Company entered into
a $43,700 loan agreement with American Express. This loan was fully repaid in April 2025 and contained a 10.89% fixed interest rate and monthly principal and interest payments of $3,860 beginning in May 2024. For the years ended December 31, 2025 and 2024, the Company paid interest on this loan of $874 and $2,448, respectively, which is included in interest expense.
| F-18 |
| --- |
| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
| --- |
9. Notes Payable
At December 31, 2025 and 2024, the balances of long-term unsecured notes to unrelated parties are as follows:
| Schedule of the balances of long-term unsecured notes to unrelated parties | **** | **** | **** | **** | ||
|---|---|---|---|---|---|---|
| **** | December 31, 2025 | **** | December 31, 2024 | **** | ||
| Total notes payable - Others | $ | 8,826,925 | $ | 8,993,497 | ||
| Less current maturities | (2,524,799 | ) | (3,616,940 | ) | ||
| Long-term maturities | $ | 6,302,126 | $ | 5,376,557 | ||
| Scheduled future maturities of notes payable are as follows: | ||||||
| --- | --- | --- | --- | --- | ||
| Schedule of future maturities of notes payable | ||||||
| Maturities due within: | ||||||
| 1 year | $ | 2,524,799 | $ | 3,616,940 | ||
| 2 years | 1,201,887 | 1,685,157 | ||||
| 3 years | 2,971,750 | 802,500 | ||||
| 4 years | 1,866,000 | 2,187,900 | ||||
| 5 years and beyond | 262,489 | 701,000 | ||||
| $ | 8,826,925 | $ | 8,993,497 |
These are notes payable to individuals. The notes
have interest payable monthly, ranging from 6% to 8% per annum and are unsecured and subordinated. The principal is due on various dates through December 31, 2031. The maturity date of these notes automatically extends for periods of three months to six years unless the note holder requests repayment through written instructions at least ninety days prior to the maturity date of the note. The automatic maturity extension of these notes is considered a loan modification. Notes totaling $2,832,726 and $1,029,750 were rolled over during the years ended December 31, 2025 and 2024, respectively. Interest expense on the notes totaled approximately $680,000 and $596,000 during the year ended December 31, 2025 and 2024, respectively. The Company received proceeds on these notes of $720,682 and $2,269,440 for the years ended December 31, 2025 and 2024, respectively. The Company repaid principal on these notes of $887,254 and $131,500 for the years ended December 31, 2025 and 2024, respectively. In August 2024, the Company exchanged, in a cashless transaction, $10,000 of these notes for 12,500 shares of common stock at a price of $0.80 per share from the exercise of previously vested incentive stock options by an employee. There were no gains or losses on this exchange.
| F-19 |
| --- |
| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
| --- |
10. Notes Payable – Stockholders and Related Parties
At December 31, 2025 and 2024, the balances of long-term notes payable to stockholders and related parties are as follows:
| Schedule of related parties | **** | **** | **** | **** | ||
|---|---|---|---|---|---|---|
| **** | December 31, 2025 | **** | December 31, 2024 | **** | ||
| Total notes payable - Related parties | $ | 2,628,500 | $ | 3,039,040 | ||
| Less current maturities | (1,185,000 | ) | (376,000 | ) | ||
| Long-term maturities | $ | 1,443,500 | $ | 2,663,040 | ||
| Schedule of future maturities of notes<br>payable | ||||||
| --- | --- | --- | --- | --- | ||
| Scheduled future maturities of notes payable are as follows: | ||||||
| Maturities due within: | ||||||
| 1 year | $ | 1,185,000 | $ | 376,000 | ||
| 2 years | 330,000 | 1,255,000 | ||||
| 3 years | 817,500 | 120,000 | ||||
| 4 years | 216,000 | 1,288,040 | ||||
| 5 years | 80,000 | — | ||||
| $ | 2,628,500 | $ | 3,039,040 |
These are notes payable to stockholders and related
parties. The notes have interest payable monthly of 8% per annum and are unsecured and subordinated. The principal is due on various dates through February 28, 2030. The maturity date of these notes automatically extends for periods of one to four years unless the note holder requests repayment through written instructions at least ninety days prior to the maturity date of the note. The automatic maturity extension of these notes is considered a loan modification. Notes totaling $506,000 and $278,040 were rolled over during the years ended December 31, 2025 and 2024, respectively. Interest expense on the notes totaled approximately $231,000 and $211,000 during the years ended December 31, 2025 and 2024, respectively. The Company received proceeds on these notes of $79,460 and $1,028,000 for the years ended December 31, 2025 and 2024, respectively. The Company repaid principal on these notes of $490,000 and $10,000 for the years ended December 31, 2025 and 2024, respectively. In August 2024, the Company exchanged, in a cashless transaction, $66,960 of these notes for 83,700 shares of common stock at a price of $0.80 per share from the exercise of previously vested incentive stock options by an employee. There were no gains or losses on this exchange.
| F-20 |
| --- |
| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
| --- |
11. Income Taxes
The provision (benefit) for income taxes for the years ended December 31, 2025 and 2024, consisted of the following:
| Schedule of provision for income taxes | ||||||
|---|---|---|---|---|---|---|
| For the Year Ended <br>December 31, | ||||||
| 2025 | 2024 | |||||
| Current | $ | 448,295 | $ | 353,047 | ||
| Deferred | (70,000 | ) | (12,901 | ) | ||
| Change in valuation allowance | — | — | ||||
| Provision for income taxes | $ | 378,295 | $ | 340,146 |
The reconciliation of the statutory federal rate to the Company’s effective income tax rate is as follows:
| Schedule of effective income tax rate reconciliation | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Income tax benefit<br> at US statutory rate of 21% | 21.00 | % | 21.00 | % | ||
| Income tax benefit–state, net of federal tax benefit | 4.27 | % | 4.81 | % | ||
| Non-deductible<br> expense | 0.81 | % | -0.98 | % | ||
| Change<br> in temporary differences | -2.32 | % | 1.01 | % | ||
| Change<br> in valuation allowance | 0.00 | % | 0.00 | % | ||
| Income<br> tax expense | 23.76 | % | 25.84 | % |
The primary components of the Company’s December 31, 2024 and 2023 deferred tax assets and related valuation allowances are as follows:
| Schedule of deferred tax assets and liabilities | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Deferred tax assets: | ||||
| Allowance for uncollectible | $ | 519,575 | $ | 454,577 |
| Stock compensation | 35,255 | 27,647 | ||
| Book to tax depreciation | 20,170 | 22,776 | ||
| Gross deferred tax assets | 575,000 | 505,000 | ||
| Valuation allowance | — | — | ||
| Net deferred tax assets | $ | 575,000 | $ | 505,000 |
In assessing the realizability of deferred tax assets, management evaluates whether it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the deductible temporary differences become available. In making this assessment, management considered, among other things, projected future taxable income, the reversal of existing taxable temporary differences, and available tax planning strategies. Based on this evaluation, management concluded that it is more likely than not that the Company’s deferred tax assets will be realized; accordingly, no valuation allowance has been recorded.
| F-21 |
| --- |
| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
| --- |
12. Equity
Preferred Stock
As of December 31, 2025 and 2024, the Company
was authorized to issue 20 million shares of preferred stock with a par value of $0.001 per share, of which 600,000 shares had been designated as Series A convertible preferred stock. As of each of December 31, 2025 and 2024, there were 166,000 shares of Series A convertible preferred stock issued and outstanding.
In the event of any liquidation, dissolution or
winding up of the Company, the holders of preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock, an amount equal to $10 for each share of preferred stock, plus all unpaid dividends that have been accrued, accumulated or declared. As of December 31, 2025, the total liquidation preference on the preferred stock is $1,776,200. The Company may redeem the preferred stock from the holders at any time following the second anniversary of the closing of the original purchase of the preferred stock. The Series A convertible preferred stock can be converted to common stock at 80% of the prevailing market price over the previous 30-day period at the option of the Company.
Holders of preferred stock are entitled to receive
preferential cumulative dividends, only if declared by the board of directors, at a rate of 7% per annum per share of the liquidation preference amount of $10 per share. During the years ended December 31, 2025 and 2024, the Board of Directors has declared and paid dividends on the preferred stock of $116,200 and $116,200, respectively. As of each of December 31, 2025 and 2024, preferred dividends are in arrears by $29,050.
December 31, 2024 dividends in arrears were declared and paid in January 2025. December 31, 2025 dividends in arrears were declared and paid in January 2026.
Common Stock
As of both December 31, 2025 and 2024, the Company
was authorized to issue 100 million shares of common stock with a par value of $0.001 per share, of which 3,001,216 shares were issued and outstanding.
In August 2024, the Company exchanged $10,000
of notes payable and $66,960 of notes payable – related parties for 96,200 shares of common stock at a price of $0.80 per share from the exercise of incentive stock options by two employees.
In December 2025, the Company repurchased 1,186
shares of its common stock on the open market at an average share price of $1.87. At December 31, 2025, the shares were held in treasury to be retired. In January 2026, the 1,186 shares were retired.
Stock Options
In 2019, the Company’s Board of Directors approved the creation of the 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan provides for the issuance of incentive stock options to designated employees, certain key advisors and non-employee members of the Board of Directors with the opportunity to receive grant awards to acquire, in the aggregate, up to 300,000 shares of the Corporation’s common stock. The following table summarizes information about employee stock options outstanding at December 31, 2025:
| Schedule of employee stock options outstanding | ||||||||
|---|---|---|---|---|---|---|---|---|
| Outstanding Options | Vested Options | |||||||
| Number<br> Outstanding at December 31, 2025 | Weighted<br> Average Remaining Term | Weighted<br> Average Exercise Price | Number<br> Exercisable at December 31, 2025 | Weighted<br> Average Remaining Term | Weighted<br> Average Exercise Price | |||
| 91,200 | 5.16 | $ | 0.80 | 91,200 | 5.16 | $ | 0.80 | |
| 10,000 | 7.50 | 4.50 | 10,000 | 7.50 | 4.50 | |||
| 10,000 | 2.50 | 4.95 | 10,000 | 2.50 | 4.95 | |||
| 111,200 | 4.13 years | $ | 1.51 | 111,200 | 4.13 years | $ | 1.51 |
| F-22 |
| --- |
| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
| --- |
12. Equity (Continued)
A summary of information regarding the stock options outstanding is as follows:
| Schedule of share-based payment arrangement, option, activity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Number<br> of Shares | Weighted<br> Average Exercise Price | Weighted<br> Average Remaining Contractual Term | Intrinsic<br> Value | ||||||
| Outstanding at December 31, 2023 | 207,400 | $ | 0.80 | 6.15 years | — | ||||
| Issued | — | — | — | — | |||||
| Exercised | 96,200 | $ | 0.80 | 5.42 years | $ | 76,960 | |||
| Outstanding at December 31, 2024 | 111,200 | $ | 1.51 | 5.13 years | $ | 98,496 | |||
| Issued | — | — | — | — | |||||
| Exercised | — | — | — | — | |||||
| Outstanding at December 31, 2025 | 111,200 | $ | 1.51 | 4.13 years | $ | 118,560 | |||
| Exercisable at December 31, 2025 | 111,200 | $ | 1.51 | 4.13 years | $ | 118,560 |
In August 2024, the Company exchanged $10,000
of notes payable and $66,960 of notes payable – related parties for 96,200 shares of common stock at a price of $0.80 per share from the exercise of incentive stock options by two employees. During the years ended December 31, 2025 and 2024, the Company recognized $0 and $14,100, respectively, of stock option expense.
The aggregate intrinsic value is calculated as the difference
between the exercise price of the underlying awards and the closing price of the Common Stock, which was $2.10 and $1.88 per share on December 31, 2025 and 2024, respectively.
Stock Warrants
A summary of information regarding the stock options outstanding is as follows:
| Shedule of stock warrants | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number<br> of Shares | Weighted<br> Average Exercise Price | Weighted<br> Average Remaining Contractual Term | Intrinsic<br> Value | |||||||
| Outstanding at December 31, 2023 | 1,035,000 | $ | 7.09 | 1.6 years | $ | 355,600 | ||||
| Issued | — | — | — | — | ||||||
| Exercised | — | — | — | — | ||||||
| Outstanding at December 31, 2024 | 1,035,000 | $ | 7.09 | 0.6 years | — | |||||
| Issued | — | — | — | — | ||||||
| Expired | (800,000 | ) | $ | 8.00 | — | — | ||||
| Exercised | — | — | — | — | ||||||
| Outstanding at December 31, 2025 | 235,000 | $ | 4.00 | 0.7 years | — | |||||
| Exercisable at December 31, 2025 | 235,000 | $ | 4.00 | 0.7 years | — |
The warrants vested immediately. During the years ended December 31, 2025 and 2024, the Company recognized no stock warrant expense.
The aggregate intrinsic value is calculated as the difference
between the exercise price of the underlying awards and the closing price of the Common Stock, which was $2.10 and $1.88 per share on December 31, 2025 and 2024, respectively.
13. Employee Benefit Plan
The Company maintains a qualified retirement profit
sharing plan and a 401(k) retirement plan, which covers substantially all employees. Employees ratably vest in the plan over six years and the Company’s contributions to the profit sharing plan are discretionary. The Company matches a portion of employee contributions to the 401(k) plan. Total 401(k) matching and profit-sharing plan contributions of $60,687 and $62,172 were made for the years ended December 31, 2025 and 2024, respectively.
| F-23 |
| --- |
| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
| --- |
14. Executive Compensation Agreements
Restricted Stock Units
On March 31, 2025, the Company entered into five-year employment agreements with its Chief Executive Officer and Chief Financial Officer, which included grants of restricted stock units (“RSUs”) subject to both performance-based and time-based vesting conditions. The fair value of each RSU was determined based on the fair value of the Company’s common stock on the grant date.
The performance-based RSU grant consisted of 37,500
units in total, with a grant-date fair value of $71,250, which vested on December 31, 2025, contingent upon the achievement of specified performance targets. The Company determined that 4,668 of these RSUs are probable of vesting and recognized compensation expense for those units on a straight-line basis over the nine-month service period from April 1, 2025 through December 31, 2025.
The time-based RSU grant consisted of 10,000 units,
which vest in five equal annual installments of 2,000 RSUs each on December 31 of each year from 2025 through 2029. The aggregate grant-date fair value of the time-based RSUs was $19,000. The Company is recognizing compensation expense for these RSUs on a straight-line basis over the 57-month vesting period beginning April 1, 2025.
For the years ended December 31, 2025 and 2024,
the Company recognized $12,975 and $0 of stock-based compensation expense related to RSUs, respectively.
As of December 31, 2025, the Company had a total
of $16,000 of unrecognized compensation expense related to RSUs related to the time-based RSUs, which is being recognized on a straight-line basis over the remaining 51-month vesting period ending December 31, 2029.
In addition, the Company has not recognized any
compensation expense for 32,832 performance-based RSUs with a grant-date fair value of approximately $61,000, as the related performance conditions were not considered probable of achievement as of December 31, 2025.
Cash Performance Awards
The March 31, 2025 employment agreements with
the Company’s CEO and CFO also include cash performance awards payable on December 31, 2025, contingent upon the achievement of certain financial and operational performance targets. As of December 31, 2025, the Company determined that a portion of the performance conditions were probable to be met and recognized $164,000 of compensation expense during the year ended December 31, 2025. The maximum potential combined payout under these awards is $450,000.
15. Related Party Transactions
The Company has engaged in transactions with related parties primarily shareholders, officers and directors and their relatives that involve financing activities and services to the Company. The following discussion summarizes its activities with related parties.
Office lease
As discussed in Note 5, the Company entered into a three-year lease for its office space in Miami, FL with an entity that is controlled by our CEO and related parties. The Company leases approximately 3,000 square feet of office space. The lease contract expires in February 2026.
Line of credit
As discussed in Note 7, the Company secured its
primary financing in part through the assistance of our CEO who guaranteed the loan to the financial institution. The current line of credit with First Horizon Bank was initiated at $35,000,000. In October 2021, the Company increased its line of credit with First Horizon Bank from $35,000,000 to $45,000,000. In November 2022, the Company extended the maturity of its line of credit with First Horizon Bank until November 30, 2025. In June 2025, the Company increased its line of credit with First Horizon Bank from $45,000,000 to $50,000,000. In September 2025, the Company increased its line of credit with First Horizon Bank from $50,000,000 to $75,000,000 and extended the maturity until September 25, 2028.
Notes Payable
As discussed in Note 10, the Company has been
advanced funds by its shareholders. As of December 31, 2025 and 2024, the amounts advanced were $2,628,500 and $3,039,040, respectively.
| F-24 |
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| **Standard Premium Finance Holdings, Inc. and Subsidiaries**<br><br>**Notes to Consolidated Financial Statements**<br><br>**December 31, 2025** |
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16. Commitments and Contingencies
From time-to-time, we may be involved in litigation or be subject to claims arising out of our operations or content appearing on our websites in the normal course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on our company because of defense and settlement costs, diversion of management resources and other factors.
17. Segment Reporting
The Company is engaged in a single line of business as an insurance premium finance company, providing loans to customers for the purchase of insurance. The Chief Executive Officer and Chief Financial Officer together function as the chief operating decision maker (“CODM”). The CODM evaluates performance and allocates resources based on consolidated net income (as presented in the consolidated statements of operations). The CODM also monitors liquidity measures such as borrowing capacity under the line of credit and prevailing interest rates. The Company has one operating segment and one reportable segment.
Substantially all of the Company’s revenues are derived from finance charges, late charges and origination fees on premium finance loans. Substantially all revenues are generated from customers located in the United States, and substantially all long-lived assets are located in the United States. No individual external customer accounted for 10% or more of the Company’s revenues for the years ended December 31, 2025 and 2024. Information regarding geographic concentrations by state is included in Note 2.
18. Subsequent Events
In January 2026, the Board of Directors declared
and paid dividends on the Series A convertible preferred stock of $29,050.
In January 2026, the Company retired 1,186 shares
of common stock that were held in treasury.
In February 2026, the Company issued $10,000 of
notes payable and repaid $60,000 of notes payable – stockholders and related parties.
F-25
Exhibit 10.16
AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENTAGREEMENT
This Amendment to the Amended and Restated Employment Agreement (this “Agreement”), dated as of February 11, 2026 (the “Date of Amendment”), is made by and between Standard Premium Finance Holdings, Inc., a Florida corporation (the “Company”), and William Koppelmann (the “Executive”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Amended and Restated Employment Agreement dated March 31, 2025 to which Executive and the Company are parties. Where the context permits, references to the Company shall include any successor to the Company.
W I T N E S S E T H:
WHEREAS, effective as of March 31, 2025, Executive and the Company are parties to that certain Amended and Restated Employment Agreement dated as of March 31, 2025 (the “Original Agreement”); and
WHEREAS, the Company and Executive mutually desire to enter into this Agreement, which amends the Original Agreement, and shall supersede and replace specific terms and conditions of the Original Agreement, except as otherwise provided herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, together with other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:
The Base Salary is changed from $275,000 to $280,000.
[Signature page to follow.]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.
STANDARD PREMIUM FINANCE HOLDINGS, INC.
By: /s/ Carl Christian Hoechner
Name: Carl Christian Hoechner
Title: Chairman of the Compensation Committee
EXECUTIVE
/s/ William Koppelmann
Exhibit 10.17
PERFORMANCE-BASED CASH AWARD AGREEMENT
This Performance-Based Cash Award Agreement (this “Agreement”), dated as of February 11, 2026 (the “Date of Grant”), is made by and between Standard Premium Finance Holdings, Inc., a Florida corporation (the “Company”), and William Koppelmann (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Standard Premium Finance Holdings, Inc. 2019 Equity Incentive Plan (as amended and/or restated from time to time, the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
- Grant of Awards.
(a) The Company hereby grants to the Participant a cash-based Performance Award (the “Award”) representing the right to receive a target cash payment of $280,000 (the “Target Award”) under the Plan. The Award is comprised of third tranches (each a “Tranche”), each of which shall be subject to the applicable performance criteria set forth below and the terms and conditions of the Plan and this Agreement.
| % of Target Award | Performance Criteria | Scheduled Vesting Date | |
|---|---|---|---|
| First Tranche | 30% | Exhibit A | December 31, 2026 |
| Second Tranche | 40% | Exhibit B | December 31, 2026 |
| Third Tranche | 30% | Exhibit C | December 31, 2026 |
(b) Cash payments in addition to 100% of the target amount for each Tranche may become available to the Participant as set forth in Section 2(a). If and when any such additional amounts become available, they shall be part of the applicable Tranche and subject to all of the terms and conditions of the Plan and this Agreement.
- Vesting.
(a) General. Except as otherwise provided herein, vesting with respect to each Tranche is subject to the satisfaction of both the Performance Criteria and the Service Condition (each as defined below) applicable to the Tranche. Subject to the provisions set forth below, each Tranche may vest on the scheduled vesting date set forth in Section 1(a) (together with any other date on which any portion of this Award may vest pursuant to this Section 2, a “Vesting Date”), with the exact percentage of each Tranche that vests to be determined by the degree to which the Company’s performance results meet the applicable performance criteria set forth on Exhibit A through Exhibit D hereto (the “Performance Criteria”). Following the completion of the performance period on December 31, 2026 (for the First, Second, and Third Tranche), (as applicable, the “Measurement Date”), the Administrator shall determine the Company’s performance results relative to the applicable Performance Criteria. If the Company’s performance results are less than 100% on the scale set forth in the applicable Performance Criteria, any portion of the applicable Tranche that is not earned shall be forfeited and be deemed no longer to be part of this Agreement effective as of the Measurement Date. If the Company’s performance results exceed 100% on the scale set forth in the applicable Performance Criteria, any additional portion of the applicable Tranche earned in excess of the applicable portion of the Target Award (the “Additional Award Amount”) shall become part of such Tranche effective as of the applicable Measurement Date. Except as otherwise specifically set forth herein, vesting of any portion of this Award on any Vesting Date is subject to the continued employment of the Participant by the Company or one of its Subsidiaries or Affiliates (or a successor to any of them) from the Date of Grant to such Vesting Date (the “Service Condition”).
(b) Change in Control.
(i) Upon the occurrence of a Change in Control, if the portion of the Award that is outstanding effective immediately prior to such Change in Control is not assumed, continued or substituted on the same terms and conditions that were applicable to the Award outstanding effective immediately prior to the Change in Control, then the entire amount of the outstanding Award (including any unpaid Additional Award Amount that has been determined for a Tranche having a Measurement Date prior to the Change in Control) that has not yet been forfeited shall vest and be settled upon the consummation of the Change in Control.
(ii) Upon the consummation of a Change in Control in which the portion of the Award that is outstanding effective immediately prior to such Change in Control is assumed, continued or substituted on the same terms and conditions that were applicable to the Award outstanding effective immediately prior to the Change in Control, such portion of the Award shall continue to vest subject to the Service Condition, and the Performance Criteria with respect to a particular Tranche shall no longer apply if the Change in Control occurs prior to the Measurement Date applicable to such Tranche (and for the avoidance of doubt, no Additional Award Amounts shall be paid or payable under this Agreement with respect to a particular Tranche in the event that a Change in Control occurs prior to the Measurement Date for such Tranche).
(iii) Notwithstanding anything in this Section 2(b) to the contrary, in the event that the Participant’s employment with the Company and its Subsidiaries and Affiliates (or a successor to any of them) is terminated within eighteen (18) months following a Change in Control by the Company (or such other entity) without Cause or by the Participant for Good Reason (as defined in the Employment Agreement by and between the Company and the Participant dated as of March 31, 2025), then the portion of the Award that is outstanding effective on the date of such termination shall vest effective upon such termination and be paid within 30 days following such termination.
(c) Termination of Employment. Except as otherwise provided in this Section 2(c) and Section 2(b)(iii), upon termination of the Participant’s employment with the Company and its Subsidiaries and Affiliates for any reason, any unvested portion of the Award that is outstanding on the date of such termination shall automatically and without notice terminate and be forfeited and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such portion of the Award. In the event that the Participant’s employment with the Company and its Subsidiaries and Affiliates is terminated by the Company without Cause or on account of the Participant’s death or Disability, the following percentages of the applicable Tranches that are outstanding effective on the date of such termination of employment shall remain outstanding following such termination and shall be eligible to vest (including any Additional Award Amounts that are so determined) subject to the achievement of the Performance Criteria as if the Service Condition shall have been met as of the applicable Vesting Date:
(i) 100% of the First Tranche and 25% of the Second and Third Tranche for such termination that occurs on or prior to February 28, 2027 (with 75% of the Second and Third Tranche, to be forfeited at termination);
(ii) 100% of the First Tranche and 50% of the Second and Third Tranche for such termination that occurs after February 28, 2027 (with 50% of the Second and Third Tranche, to be forfeited at termination);
Notwithstanding the foregoing, (A) in the event of a Change in Control following a termination event described in this Section 2(c), the amount of Award outstanding effective on the date of such Change in Control shall vest and be settled upon the consummation of the Change in Control; and (B) in the event Participant’s employment is terminated on account of Disability and Participant did not actively provide services on at least one day in the one-year period immediately preceding the date set forth in clause (i) or the later date set forth in the applicable clause (ii), (iii), or (iv), then the treatment of the outstanding Tranches shall be as set forth in the earlier clause for which Participant actively provided services at least one day in the one-year period immediately preceding such date or later date, as applicable, set forth in such clause (and in the event that Participant did not actively provide services on at least one day in the one-year period immediately preceding the date set forth in clause (i), then 100% of the Tranches shall be forfeited at termination).
- Settlement of Award. As soon as practicable following each Vesting Date (but in no event later than 30 days following the Vesting Date or such earlier time specified in Section 2(b) or Section 2(c)), the Company shall pay to the Participant an amount of cash equal to the portion of the Award that has vested pursuant to this Agreement on such date, subject to Section 7.
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No Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to any portion of this Award.
Certain Changes. The Administrator may accelerate the vesting dates or otherwise adjust any of the terms of this Award; provided that, no action under this Section shall adversely affect the Participant’s rights hereunder.
Notices. All notices and other communications under this Agreement shall be in writing and shall be given by facsimile or first class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given three days after mailing or 24 hours after transmission by facsimile to the respective parties, as follows: (i) if to the Company:
General Counsel
Joel Bernstein
2666 Tigertail Ave.,
Suite 104
Miami, FL 33133
with a copy which shall not constitute notice to:
Chairman of the Board
c/o Standard Premium Finance Holdings, Inc.
13590 SW 134 Ave
Suite 214
Miami, FL 33186
and (ii) if to the Participant, using the contact information on file with the Company. Either party hereto may change such party’s address for notices by notice duly given pursuant hereto. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any notice or other communications related to the Award, this Agreement or current or future participation in the Plan by electronic means. The Participant hereby consents to receive such notices and other communications by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company (including the Company’s stock plan service provider’s website).
Taxes and Withholding. The Participant has reviewed with the Participant’s own tax advisors the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant acknowledges and agrees that the Participant is responsible for the tax consequences associated with the grant and vesting of this Award. The Company shall withhold from the payment of any portion of the Award hereunder such amounts not exceeding the applicable taxes to be withheld and applied to the tax and withholding obligations of the Participant and the Company as determined by the Company. In making its determination, the Company may calculate such amount by taking into account applicable withholding rates not exceeding the maximum individual statutory tax rates in the Participant’s applicable jurisdictions.
Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Florida without regard to its principles of conflict of laws.
Incorporation of Plan. The Plan is hereby incorporated by reference and made a part hereof, and the Award and this Agreement shall be subject to all terms and conditions of the Plan.
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Amendments; Construction. The Administrator may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without the Participant’s consent. Headings to Sections of this Agreement are intended for convenience of reference only, are not part of this Agreement and shall have no effect on the interpretation hereof.
Survival of Terms. This Agreement shall apply to and bind the Participant and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. The terms of Section 18 of this Agreement shall expressly survive the vesting and/or forfeiture of this Award and any expiration or termination of this Agreement.
Agreement Not a Contract for Services. Neither the Plan, the granting of this Award, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Participant has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any Subsidiary or Affiliate for any period of time or at any specific rate of compensation.
Restrictions. No portion of this Award may be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Participant. Unless the Administrator determines otherwise, upon any attempt to transfer this Award or any rights in respect of this Award before the lapse of such restrictions, this Award, and all of the rights related thereto, shall be immediately forfeited by the Participant without consideration of any kind.
Authority of the Administrator. The Administrator shall have full authority to interpret and construe the terms of the Plan and this Agreement (including, without limitation, the authority to determine whether, and the extent to which, any Performance Criteria have been achieved). Pursuant to the terms of the Plan, the Administrator shall also have full authority to make equitable adjustments to the Performance Criteria in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. The determination of the Administrator as to any such matter of interpretation or construction shall be final, binding and conclusive.
Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties hereto with any such modification (if any) to become a part hereof and treated as though contained in this original Agreement. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable, in lieu of severing such unenforceable provision, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear, and such determination by such judicial body shall not affect the enforceability of such provision or provisions in any other jurisdiction.
Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Award subject to all the terms and conditions of the Plan and this Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under this Agreement. By the Participant’s electronically accepting this Award using an online or electronic system established and maintained by the Company or a third party designated by the Company (including the Company’s stock plan service provider’s website), the Participant agrees to be bound by the terms and conditions of the Plan and this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The Participant’s electronic acceptance of this Award shall have the same validity and effect as a signature affixed to this Agreement by the Participant’s hand.
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Clawback. Notwithstanding anything herein to the contrary, this Award (and any cash paid to the Participant upon settlement thereof) shall be subject to forfeiture, reduction, and/or recoupment (i) to the extent provided in the Company’s Clawback and Forfeiture Policy, as it may be amended from time to time (the “Clawback Policy”); (ii) to the extent that Participant becomes subject to any other recoupment or clawback policy hereafter adopted by the Company, including any such policy adopted by the Company to comply with the requirements of any applicable laws, rules, regulations, or stock exchange listing requirements, including pursuant to final SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or (iii) to the extent provided under applicable legal requirements which impose recoupment, under circumstances set forth in such applicable legal requirements, including the Sarbanes-Oxley Act of 2002.
Section 409A. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of this Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement or an accompanying election form executed by the Participant, if (i) on the date of the Participant’s Separation from Service with the Company the Participant is a “specified employee” (as such term is defined under Section 1.409A-1(i) of the Treasury Regulations promulgated under Section 409A of the Code) of the Company and (ii) any payments to be provided to the Participant pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code, or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six months after the date of the Participant’s separation from service from the Company, or if earlier, his or her death. Any payments delayed pursuant to this paragraph shall be made in a lump sum on the first day of the seventh month following the Participant’s separation from service, or if earlier, the Participant’s death. Each payment upon settlement of this Award constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement, if and to the extent that any payment under this Agreement constitutes non-qualified deferred compensation under Section 409A of the Code, and is payable upon (i) the Participant’s termination of employment, then such payment shall be made or provided to the Participant only upon a “separation from service” as defined for purposes of Section 409A of the Code, or (ii) a Change in Control, then such payment shall be made or provided to the Participant only upon a “change in the ownership”, a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the applicable corporation as defined for purposes of Section 409A of the Code.
[Signature page to follow.]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.
STANDARD PREMIUM FINANCE HOLDINGS, INC.
By: /s/ Carl Christian Hoechner
Name: Carl Christian Hoechner
Title: Chairman of the Compensation Committee
PARTICIPANT
/s/ William Koppelmann
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EXHIBIT A
Total Loan Originations and National Diversification*
Vesting of the First Tranche (plus any Additional Award Amount that becomes payable pursuant to Section 2(a) of the Agreement) will be dependent upon achievement of growth in total loan originations combined with a greater nationally diversified origination mix (measured as originations outside Florida). The nationally diversified origination mix reflects the Company’s objective to expand its national footprint while maintaining strong performance in its Florida market.
| Goal | % of Target First Tranche to Vest |
|---|---|
| Total originations greater than $180,000,000 and 50% or greater nationally diversified origination mix | 100% |
| Total originations greater than $180,000,000 and 40% or greater nationally diversified origination mix | 75% |
| Total originations greater than $168,000,000 and 50% or greater nationally diversified origination mix | 35% |
| Total originations greater than $168,000,000 and 40% or greater nationally diversified origination mix | 15% |
*Subject in all cases to the terms of the Plan and the Agreement, including the discretionary and interpretative authority of the Administrator set forth in the Plan and the Agreement.
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EXHIBIT B
Mergers & Acquisitions*
Vesting of the Second Tranche (plus any Additional Award Amount that becomes payable pursuant to Section 2(a) of the Agreement) will be measured based on the aggregate pro forma annual revenues of merger and acquisition transactions for which definitive agreements have been executed during the performance period, regardless of whether such transactions are fully integrated or implemented within the period.
| Goal | % of Target Second Tranche to Vest |
|---|---|
| $20 million in aggregate pro forma annual revenues from contractually executed M&A transactions | 100% |
| $10 million in aggregate pro forma annual revenues from contractually executed M&A transactions | 80% |
| $5 million in aggregate pro forma annual revenues from contractually executed M&A transactions | 65% |
| $2 million in aggregate pro forma annual revenues from contractually executed M&A transactions | 40% |
*Subject in all cases to the terms of the Plan and the Agreement, including the discretionary and interpretative authority of the Administrator set forth in the Plan and the Agreement.
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EXHIBIT C
NASDAQ Listing*
Vesting of the Third Tranche (plus any Additional Award Amount that becomes payable pursuant to Section 2(a) of the Agreement) will be dependent upon the Company’s listing on the NASDAQ.
| Goal | % of Target Third Tranche to Vest |
|---|---|
| Listed | 100% |
| Unlisted (Threshold) | 0% |
*Subject in all cases to the terms of the Plan and the Agreement, including the discretionary and interpretative authority of the Administrator set forth in the Plan and the Agreement.
Exhibit 10.18
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
UNDER THE STANDARD PREMIUM FINANCE HOLDINGS,INC.
2019 EQUITY INCENTIVE PLAN
This Award Agreement (this “Agreement”), dated as of February 11, 2026 (the “Date of Grant”), is made by and between Standard Premium Finance Holdings, Inc., a Florida corporation (the “Company”), and William Koppelmann (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Standard Premium Finance Holdings, Inc. 2019 Equity Incentive Plan (as amended and/or restated from time to time, the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
1. Grant of PSUs.
(a) The Company hereby grants to the Participant Twenty-Five Thousand (25,000) performance-based restricted stock units under the Plan, the vesting with respect to 70% of the units is subject to the performance criteria set forth on Exhibit A hereto (the “First Tranche PSUs”) and with respect to 30% of the units is subject to the performance criteria set forth on Exhibit B hereto (the “Second Tranche PSUs”), and all which shall be subject to all of the terms and conditions of this Agreement and the Plan. The First Tranche PSUs and the Second Tranche PSUs shall collectively be referred to in this Agreement as the “PSUs”.
(b) Additional performance-based restricted stock units may become issuable to the Participant under the Plan as set forth in Section 3(a). If and when any such additional units become issuable, such additional units shall be subject to all of the terms and conditions of the Plan and this Agreement as First Tranche PSUs or Second Tranche PSUs, as applicable.
2. Restrictions. The PSUs may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Participant, and any shares of Stock issuable with respect to the PSUs may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until such shares of Stock have been issued to the Participant upon vesting of the PSUs in accordance with the terms of the Plan and this Agreement. Unless the Administrator determines otherwise, upon any attempt to transfer PSUs or any rights in respect of PSUs before the lapse of such restrictions, such PSUs, and all of the rights related thereto, shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind.
3. Vesting.
(a) General. Vesting of the PSUs is subject to the satisfaction of both the Performance Criteria and the Service Condition (each as defined below). Subject to the provisions set forth below, the First Tranche PSUs may vest on March 31, 2027 (the “First Vesting Date”), and the Second Tranche PSUs may vest on March 31, 2027 (the “Second Vesting Date”, and together with the First Vesting Date and any other date on which PSUs may vest pursuant to this Section 3, a “Vesting Date”), with the exact percentage that vest to be determined by the degree to which the Company’s performance results meet the performance criteria set forth on Exhibit A and Exhibit B hereto, respectively (the “Performance Criteria”). Following the completion of the performance periods on December 31, 2026 (the “Measurement Date”), the Compensation Committee of the Company’s Board of Directors (the “Committee”) shall determine the Company’s performance results relative to the applicable Performance Criteria. If the Company’s performance results are less than 100% on the scale set forth in the applicable Performance Criteria, any First Tranche PSUs or Second Tranche PSUs which are not earned shall forfeit and be deemed no longer to be outstanding for purposes of this Agreement effective as of the Measurement Date. If the Company’s performance results exceed 100% on the scale set forth in the applicable Performance Criteria, any additional performance-based restricted stock units earned in excess of 100% (the “Additional PSUs”) shall be issued automatically under the Plan, become First Tranche PSUs or Second Tranche PSUs, as applicable, and be deemed to be outstanding for purposes of this Agreement effective as of the Measurement Date. Except as otherwise specifically set forth herein, vesting of the PSUs on any Vesting Date is subject to the continued employment of the Participant by the Company or one of its Subsidiaries or Affiliates (or a successor to any of them) from the Date of Grant to such Vesting Date (the “Service Condition”).
(b) Change in Control.
(i) Upon the occurrence of a Change in Control, if the PSUs outstanding effective immediately prior to such Change in Control are not assumed, continued or substituted with an award relating to a publicly-traded security of the acquirer (or the Company) on the same terms and conditions that were applicable to the PSUs outstanding effective immediately prior to the Change in Control, then all such PSUs shall vest and be settled upon the consummation of the Change in Control.
(ii) Upon the consummation of a Change in Control in which the PSUs outstanding effective immediately prior to such Change in Control are assumed, continued or substituted with an award relating to a publicly-traded security of the acquirer (or the Company) on the same terms and conditions that were applicable to the PSUs outstanding effective immediately prior to the Change in Control, such PSUs shall continue to vest subject to the Service Condition, and the Performance Criteria shall no longer apply if such Change in Control occurs prior to the Measurement Date (and for the avoidance of doubt, no Additional PSUs shall be issued or issuable under this Agreement in the event that a Change in Control occurs prior to the Measurement Date).
(iii) Notwithstanding anything in this Section 3(b) to the contrary, in the event that the Participant’s employment with the Company, a Subsidiary, or an Affiliate (or a successor to any of them) is terminated within eighteen (18) months following a Change in Control by the Company (or such other entity) without Cause or by the Participant for Good Reason (as defined in the Employment Agreement by and between the Company and the Participant dated as of March 31, 2025), then any PSUs outstanding effective upon the date of such termination shall vest effective upon such termination and be settled within 30 days following such termination.
(c) Termination of Employment. Except as otherwise provided in this Section 3(c) and Section 3(b)(iii), upon termination of the Participant’s employment with the Company and its Subsidiaries and Affiliates for any reason, all unvested PSUs outstanding effective as of the date of such termination shall automatically and without notice terminate and be forfeited and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such PSUs. In the event that the Participant’s employment with the Company, a Subsidiary, or an Affiliate is terminated by the Company (or such other entity) without Cause, by the Participant for Good Reason, or on account of the Participant’s death or Disability, a Pro Rata Percentage (as hereinafter defined) of the PSUs outstanding effective as of the date of such termination of employment shall remain outstanding following such termination and shall be eligible to vest subject to the achievement of the Performance Criteria as if the Service Condition shall have been met as of the applicable Vesting Date. For purposes of this Section 3(c), “Pro Rata Percentage” means:
(A) with respect to the First Tranche PSUs, 33 1/3% if a termination described in Section 3(c) occurs on or prior to June 30, 2026; 66 2/3% if such termination occurs after September 30, 2026 but on or prior to December 31, 2026; and 100% if such termination occurs after December 31, 2026; and
(B) with respect to the Second Tranche PSUs, 33 1/3% if a termination described in Section 3(c) occurs on or prior to June 30, 2026; 66 2/3% if such termination occurs after September 30, 2026 but on or prior to December 31, 2026; and 100% if such termination occurs after December 31, 2026.
Notwithstanding the foregoing, in the event of a Change in Control following a termination event described in this Section 3(c), the Pro Rata Percentage of the PSUs that would have vested under Section 3(b) above had the Participant met the Service Condition as of the Change in Control (regardless of whether the PSUs are assumed, continued or substituted in the Change in Control) shall vest and be settled as of the date of the Change in Control.
4. Settlement of Restricted Stock Units. As soon as practicable following each Vesting Date (but in no event later than 30 days following the Vesting Date or such earlier time specified in Section 3(b) or Section 3(c)), the Company shall issue to the Participant the number of shares of Common Stock equal to the aggregate number of PSUs that have vested pursuant to this Agreement on such date and the Participant shall thereafter have all the rights of a stockholder of the Company with respect to such shares. Notwithstanding anything in this Agreement to the contrary, no fractional shares shall vest or be issuable under this Agreement, and any such fractional shares shall be rounded down to the next whole share; provided, that the Administrator may, in its sole discretion, provide a cash payment in lieu of any such fractional share.
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5. Rights as a Stockholder. The Participant shall have no voting rights with respect to PSUs outstanding on any applicable record date. Any ordinary or extraordinary cash or stock dividend that may be declared and paid on the Common Stock with a record date on or after the Date of Grant and prior to the settlement date of PSUs shall be deposited (in the same form as was payable to the holders of Common Stock) in an account and be paid upon, and subject to, the vesting and settlement of the PSUs (provided that dividend equivalents shall accrue for any Additional PSUs earned pursuant to Section 3(a) as if such Additional PSUs were issued as of the Date of Grant). For the avoidance of doubt, the Participant shall not be entitled to payment of dividends or dividend equivalents with respect to a PSU unless and until the vesting and settlement of such PSU in accordance with this Agreement, and all such dividends or dividend equivalents with respect to any PSU shall forfeit upon the forfeiture of such the PSU.
6. Adjustments. Pursuant to Section 16 of the Plan, in the event of a change in capitalization as described therein, the Administrator shall make such equitable changes or adjustments, as it deems necessary or appropriate, in its discretion, to the Performance Criteria and to the number and kind of securities or other property (including cash) issued or issuable in respect of outstanding PSUs.
7. Certain Changes. The Administrator may accelerate the vesting dates or otherwise adjust any of the terms of the PSUs; provided that, subject to Section 16 of the Plan and Section 21 of this Agreement, no action under this Section shall adversely affect the Participant’s rights hereunder.
8. Notices. All notices and other communications under this Agreement shall be in writing and shall be given by facsimile or first class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given three days after mailing or 24 hours after transmission by facsimile to the respective parties, as follows: (i) if to the Company:
General Counsel
Joel Bernstein
2666 Tigertail Ave.,
Suite 104
Miami, FL 33133
with a copy which shall not constitute notice to:
Chairman of the Board
c/o Standard Premium Finance Holdings, Inc.
13590 SW 134 Ave
Suite 214
Miami, FL 33186
and (ii) if to the Participant, using the contact information on file with the Company. Either party hereto may change such party’s address for notices by notice duly given pursuant hereto. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any notice or other communications related to the PSUs, this Agreement or current or future participation in the Plan by electronic means. The Participant hereby consents to receive such notices and other communications by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company (including the Company’s stock plan service provider’s website).
9. Taxes. The Participant has reviewed with the Participant’s own tax advisors the Federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant acknowledges and agrees that the Participant is responsible for the tax consequences associated with the award and vesting of PSUs.
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10. Withholding. Delivery of shares of Stock is conditioned upon Participant’s making arrangements satisfactory to the Administrator regarding payment of income and employment tax withholding requirements as set forth in Section 24 of the Plan; provided, however, that the Participant may elect, without the consent of the Company, to have the Company withhold from delivery of shares of Stock issuable upon the settlement of the RSUs such number of shares of Stock having a Fair Market Value not exceeding the applicable taxes to be withheld and applied to the tax obligations of the Participant as determined by the Company. In making its determination, the Company may calculate such amount by taking into account applicable withholding rates not exceeding the maximum individual statutory tax rates in the Participant’s applicable jurisdictions.
11. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
12. Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Florida without regard to its principles of conflict of laws.
13. Incorporation of Plan. The Plan is hereby incorporated by reference and made a part hereof, and the PSUs and this Agreement shall be subject to all terms and conditions of the Plan.
14. Amendments; Construction. The Administrator may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without the Participant’s consent. Headings to Sections of this Agreement are intended for convenience of reference only, are not part of this Agreement and shall have no effect on the interpretation hereof.
15. Survival of Terms. This Agreement shall apply to and bind the Participant and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. The terms of Section 21 shall expressly survive the vesting and/or forfeiture of the PSUs and any expiration or termination of this Agreement.
16. Compliance with Stock Ownership and Retention Guidelines. The Participant hereby agrees to comply with the Company’s Stock Ownership and Retention Guidelines (as amended from time to time, the “Guidelines”), to the extent such Guidelines are applicable, or become applicable, to the Participant. The Participant further acknowledges that, if the Participant is not in compliance with such Guidelines (if applicable), the Administrator may refrain from issuing additional equity awards to the Participant and/or elect to pay the Participant’s annual bonus in the form of vested or unvested Common Stock.
17. Agreement Not a Contract for Services. Neither the Plan, the granting of the PSUs, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Participant has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any Subsidiary or Affiliate for any period of time or at any specific rate of compensation.
18. Authority of the Administrator. The Administrator shall have full authority to interpret and construe the terms of the Plan and this Agreement (including, without limitation, the authority to determine whether, and the extent to which, any Performance Criteria have been achieved). Pursuant to the terms of the Plan, the Administrator shall also have full authority to make equitable adjustments to the Performance Criteria in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. The determination of the Administrator as to any such matter of interpretation or construction shall be final, binding and conclusive.
19. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties hereto with any such modification (if any) to become a part hereof and treated as though contained in this original Agreement. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable, in lieu of severing such unenforceable provision, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear, and such determination by such judicial body shall not affect the enforceability of such provision or provisions in any other jurisdiction.
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20. Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the PSUs subject to all the terms and conditions of the Plan and this Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under this Agreement. By the Participant’s electronically accepting the award of the PSUs using an online or electronic system established and maintained by the Company or a third party designated by the Company (including the Company’s stock plan service provider’s website), the Participant agrees to be bound by the terms and conditions of the Plan and this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The Participant’s electronic acceptance of the award of the PSUs shall have the same validity and effect as a signature affixed to this Agreement by the Participant’s hand.
21. Clawback. Notwithstanding anything herein to the contrary, this award (and any shares of Stock delivered to the Participant upon settlement thereof) shall be subject to forfeiture, reduction, and/or recoupment (i) to the extent provided in the Company’s Clawback and Forfeiture Policy, as it may be amended from time to time (the “Clawback Policy”); (ii) to the extent that Participant becomes subject to any other recoupment or clawback policy hereafter adopted by the Company, including any such policy adopted by the Company to comply with the requirements of any applicable laws, rules, regulations, or stock exchange listing requirements, including pursuant to final SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or (iii) to the extent provided under applicable legal requirements which impose recoupment, under circumstances set forth in such applicable legal requirements, including the Sarbanes-Oxley Act of 2002.
22. Section 409A. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the PSUs are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement or an accompanying election form executed by the Participant, if (i) on the date of the Participant’s Separation from Service with the Company the Participant is a “specified employee” (as such term is defined under Section 1.409A-1(i) of the Treasury Regulations promulgated under Section 409A of the Code) of the Company and (ii) any payments to be provided to the Participant pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code, or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six months after the date of the Participant’s separation from service from the Company, or if earlier, his or her death. Any payments delayed pursuant to this paragraph shall be made in a lump sum on the first day of the seventh month following the Participant’s separation from service, or if earlier, the Participant’s death. Each payment upon settlement of PSUs (and any related dividend or related dividend equivalent rights) constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement, if and to the extent that any payment under this Agreement constitutes non-qualified deferred compensation under Section 409A of the Code, and is payable upon (i) the Participant’s termination of employment, then such payment shall be made or provided to the Participant only upon a “separation from service” as defined for purposes of Section 409A of the Code, or (ii) a Change in Control, then such payment shall be made or provided to the Participant only upon a “change in the ownership”, a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the applicable corporation as defined for purposes of Section 409A of the Code.
[Signature page to follow.]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.
| STANDARD PREMIUM FINANCE HOLDINGS, INC. | |
|---|---|
| By: | /s/ Carl Christian Hoechner |
| Name: | Carl Christian Hoechner |
| Title: | Chairman of the Compensation Committee |
| PARTICIPANT | |
| /s/ William<br> Koppelmann |
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EXHIBIT A
Mergers & Acquisitions*
Vesting of the First Tranche PSUs (plus any Additional PSUs that become issuable pursuant to Section 3(a) of the Agreement) will be measured based on the aggregate pro forma annual revenues of merger and acquisition transactions for which definitive agreements have been executed during the performance period, regardless of whether such transactions are fully integrated or implemented within the period.
| Goal | % of Target First Tranche PSU Vesting |
|---|---|
| $20 million in aggregate pro forma annual revenues from contractually executed M&A transactions | 100% |
| $10 million in aggregate pro forma annual revenues from contractually executed M&A transactions | 80% |
| $5 million in aggregate pro forma annual revenues from contractually executed M&A transactions | 65% |
| $2 million in aggregate pro forma annual revenues from contractually executed M&A transactions | 40% |
| * | Subject in all cases to the terms of the Plan and the Agreement, including the discretionary and interpretative authority of the Administrator set forth in Section 6 and Section 18 of the Agreement. |
| --- | --- |
Notwithstanding this Exhibit, and subject to Section 16 of the Plan and Section 6 of this Agreement, the aggregate number of Additional PSUs issuable pursuant to this Agreement shall be reduced to the extent issuance of such Additional PSUs would cause the aggregate number of restricted stock units issued pursuant to this Agreement and the RSU Agreement to exceed 300,000 restricted stock units.
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EXHIBIT B
Listing on NASDAQ*
Vesting of the Second Tranche PSUs (plus any Additional PSUs that become issuable pursuant to Section 3(a) of the Agreement) will be dependent upon the Company’s listing on the NASDAQ.
| Percentage of Second<br><br> <br>Tranche PSU Vesting | Performance |
|---|---|
| Vest 100% | Listed |
| No vesting | Unlisted (Threshold) |
| * | Subject in all cases to the terms of the Plan and the Agreement, including the discretionary and interpretative authority of the Administrator set forth in Section 6 and Section 18 of the Agreement. |
| --- | --- |
Notwithstanding this Exhibit, and subject to Section 16 of the Plan and Section 6 of this Agreement, the aggregate number of Additional PSUs issuable pursuant to this Agreement shall be reduced to the extent issuance of such Additional PSUs would cause the aggregate number of restricted stock units issued pursuant to this Agreement and the RSU Agreement to exceed 300,000 restricted stock units.
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Exhibit 10.23
AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENTAGREEMENT
This Amendment to the Amended and Restated Employment Agreement (this “Agreement”), dated as of February 11, 2026 (the “Date of Amendment”), is made by and between Standard Premium Finance Holdings, Inc., a Florida corporation (the “Company”), and Brian Krogol (the “Executive”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Amended and Restated Employment Agreement dated March 31, 2025 to which Executive and the Company are parties. Where the context permits, references to the Company shall include any successor to the Company.
W I T N E S S E T H:
WHEREAS, effective as of March 31, 2025, Executive and the Company are parties to that certain Amended and Restated Employment Agreement dated as of March 31, 2025 (the “Original Agreement”); and
WHEREAS, the Company and Executive mutually desire to enter into this Agreement, which amends the Original Agreement, and shall supersede and replace specific terms and conditions of the Original Agreement, except as otherwise provided herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, together with other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:
The Base Salary is changed from $175,000 to $180,000.
[Signature page to follow.]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.
STANDARD PREMIUM FINANCE HOLDINGS, INC.
By: /s/ Carl Christian Hoecher
Name: Carl Christian Hoechner
Title: Chairman of the Compensation Committee
EXECUTIVE
/s/ Brian Krogol
Exhibit 10.24
PERFORMANCE-BASED CASH AWARD AGREEMENT
This Performance-Based Cash Award Agreement (this “Agreement”), dated as of February 11, 2026 (the “Date of Grant”), is made by and between Standard Premium Finance Holdings, Inc., a Florida corporation (the “Company”), and Brian Krogol (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Standard Premium Finance Holdings, Inc. 2019 Equity Incentive Plan (as amended and/or restated from time to time, the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
- Grant of Awards.
(a) The Company hereby grants to the Participant a cash-based Performance Award (the “Award”) representing the right to receive a target cash payment of $180,000 (the “Target Award”) under the Plan. The Award is comprised of third tranches (each a “Tranche”), each of which shall be subject to the applicable performance criteria set forth below and the terms and conditions of the Plan and this Agreement.
| % of Target Award | Performance Criteria | Scheduled Vesting Date | |
|---|---|---|---|
| First Tranche | 30% | Exhibit A | December 31, 2026 |
| Second Tranche | 40% | Exhibit B | December 31, 2026 |
| Third Tranche | 30% | Exhibit C | December 31, 2026 |
(b) Cash payments in addition to 100% of the target amount for each Tranche may become available to the Participant as set forth in Section 2(a). If and when any such additional amounts become available, they shall be part of the applicable Tranche and subject to all of the terms and conditions of the Plan and this Agreement.
- Vesting.
(a) General. Except as otherwise provided herein, vesting with respect to each Tranche is subject to the satisfaction of both the Performance Criteria and the Service Condition (each as defined below) applicable to the Tranche. Subject to the provisions set forth below, each Tranche may vest on the scheduled vesting date set forth in Section 1(a) (together with any other date on which any portion of this Award may vest pursuant to this Section 2, a “Vesting Date”), with the exact percentage of each Tranche that vests to be determined by the degree to which the Company’s performance results meet the applicable performance criteria set forth on Exhibit A through Exhibit D hereto (the “Performance Criteria”). Following the completion of the performance period on December 31, 2026 (for the First, Second, and Third Tranche), (as applicable, the “Measurement Date”), the Administrator shall determine the Company’s performance results relative to the applicable Performance Criteria. If the Company’s performance results are less than 100% on the scale set forth in the applicable Performance Criteria, any portion of the applicable Tranche that is not earned shall be forfeited and be deemed no longer to be part of this Agreement effective as of the Measurement Date. If the Company’s performance results exceed 100% on the scale set forth in the applicable Performance Criteria, any additional portion of the applicable Tranche earned in excess of the applicable portion of the Target Award (the “Additional Award Amount”) shall become part of such Tranche effective as of the applicable Measurement Date. Except as otherwise specifically set forth herein, vesting of any portion of this Award on any Vesting Date is subject to the continued employment of the Participant by the Company or one of its Subsidiaries or Affiliates (or a successor to any of them) from the Date of Grant to such Vesting Date (the “Service Condition”).
(b) Change in Control.
(i) Upon the occurrence of a Change in Control, if the portion of the Award that is outstanding effective immediately prior to such Change in Control is not assumed, continued or substituted on the same terms and conditions that were applicable to the Award outstanding effective immediately prior to the Change in Control, then the entire amount of the outstanding Award (including any unpaid Additional Award Amount that has been determined for a Tranche having a Measurement Date prior to the Change in Control) that has not yet been forfeited shall vest and be settled upon the consummation of the Change in Control.
(ii) Upon the consummation of a Change in Control in which the portion of the Award that is outstanding effective immediately prior to such Change in Control is assumed, continued or substituted on the same terms and conditions that were applicable to the Award outstanding effective immediately prior to the Change in Control, such portion of the Award shall continue to vest subject to the Service Condition, and the Performance Criteria with respect to a particular Tranche shall no longer apply if the Change in Control occurs prior to the Measurement Date applicable to such Tranche (and for the avoidance of doubt, no Additional Award Amounts shall be paid or payable under this Agreement with respect to a particular Tranche in the event that a Change in Control occurs prior to the Measurement Date for such Tranche).
(iii) Notwithstanding anything in this Section 2(b) to the contrary, in the event that the Participant’s employment with the Company and its Subsidiaries and Affiliates (or a successor to any of them) is terminated within eighteen (18) months following a Change in Control by the Company (or such other entity) without Cause or by the Participant for Good Reason (as defined in the Employment Agreement by and between the Company and the Participant dated as of March 31, 2025), then the portion of the Award that is outstanding effective on the date of such termination shall vest effective upon such termination and be paid within 30 days following such termination.
(c) Termination of Employment. Except as otherwise provided in this Section 2(c) and Section 2(b)(iii), upon termination of the Participant’s employment with the Company and its Subsidiaries and Affiliates for any reason, any unvested portion of the Award that is outstanding on the date of such termination shall automatically and without notice terminate and be forfeited and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such portion of the Award. In the event that the Participant’s employment with the Company and its Subsidiaries and Affiliates is terminated by the Company without Cause or on account of the Participant’s death or Disability, the following percentages of the applicable Tranches that are outstanding effective on the date of such termination of employment shall remain outstanding following such termination and shall be eligible to vest (including any Additional Award Amounts that are so determined) subject to the achievement of the Performance Criteria as if the Service Condition shall have been met as of the applicable Vesting Date:
(i) 100% of the First Tranche and 25% of the Second and Third Tranche for such termination that occurs on or prior to February 28, 2027 (with 75% of the Second and Third Tranche, to be forfeited at termination);
(ii) 100% of the First Tranche and 50% of the Second and Third Tranche for such termination that occurs after February 28, 2027 (with 50% of the Second and Third Tranche, to be forfeited at termination);
Notwithstanding the foregoing, (A) in the event of a Change in Control following a termination event described in this Section 2(c), the amount of Award outstanding effective on the date of such Change in Control shall vest and be settled upon the consummation of the Change in Control; and (B) in the event Participant’s employment is terminated on account of Disability and Participant did not actively provide services on at least one day in the one-year period immediately preceding the date set forth in clause (i) or the later date set forth in the applicable clause (ii), (iii), or (iv), then the treatment of the outstanding Tranches shall be as set forth in the earlier clause for which Participant actively provided services at least one day in the one-year period immediately preceding such date or later date, as applicable, set forth in such clause (and in the event that Participant did not actively provide services on at least one day in the one-year period immediately preceding the date set forth in clause (i), then 100% of the Tranches shall be forfeited at termination).
- Settlement of Award. As soon as practicable following each Vesting Date (but in no event later than 30 days following the Vesting Date or such earlier time specified in Section 2(b) or Section 2(c)), the Company shall pay to the Participant an amount of cash equal to the portion of the Award that has vested pursuant to this Agreement on such date, subject to Section 7.
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No Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to any portion of this Award.
Certain Changes. The Administrator may accelerate the vesting dates or otherwise adjust any of the terms of this Award; provided that, no action under this Section shall adversely affect the Participant’s rights hereunder.
Notices. All notices and other communications under this Agreement shall be in writing and shall be given by facsimile or first class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given three days after mailing or 24 hours after transmission by facsimile to the respective parties, as follows: (i) if to the Company:
General Counsel
Joel Bernstein
2666 Tigertail Ave.,
Suite 104
Miami, FL 33133
with a copy which shall not constitute notice to:
Chairman of the Board
c/o Standard Premium Finance Holdings, Inc.
13590 SW 134 Ave
Suite 214
Miami, FL 33186
and (ii) if to the Participant, using the contact information on file with the Company. Either party hereto may change such party’s address for notices by notice duly given pursuant hereto. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any notice or other communications related to the Award, this Agreement or current or future participation in the Plan by electronic means. The Participant hereby consents to receive such notices and other communications by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company (including the Company’s stock plan service provider’s website).
Taxes and Withholding. The Participant has reviewed with the Participant’s own tax advisors the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant acknowledges and agrees that the Participant is responsible for the tax consequences associated with the grant and vesting of this Award. The Company shall withhold from the payment of any portion of the Award hereunder such amounts not exceeding the applicable taxes to be withheld and applied to the tax and withholding obligations of the Participant and the Company as determined by the Company. In making its determination, the Company may calculate such amount by taking into account applicable withholding rates not exceeding the maximum individual statutory tax rates in the Participant’s applicable jurisdictions.
Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Florida without regard to its principles of conflict of laws.
Incorporation of Plan. The Plan is hereby incorporated by reference and made a part hereof, and the Award and this Agreement shall be subject to all terms and conditions of the Plan.
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Amendments; Construction. The Administrator may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without the Participant’s consent. Headings to Sections of this Agreement are intended for convenience of reference only, are not part of this Agreement and shall have no effect on the interpretation hereof.
Survival of Terms. This Agreement shall apply to and bind the Participant and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. The terms of Section 18 of this Agreement shall expressly survive the vesting and/or forfeiture of this Award and any expiration or termination of this Agreement.
Agreement Not a Contract for Services. Neither the Plan, the granting of this Award, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Participant has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any Subsidiary or Affiliate for any period of time or at any specific rate of compensation.
Restrictions. No portion of this Award may be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Participant. Unless the Administrator determines otherwise, upon any attempt to transfer this Award or any rights in respect of this Award before the lapse of such restrictions, this Award, and all of the rights related thereto, shall be immediately forfeited by the Participant without consideration of any kind.
Authority of the Administrator. The Administrator shall have full authority to interpret and construe the terms of the Plan and this Agreement (including, without limitation, the authority to determine whether, and the extent to which, any Performance Criteria have been achieved). Pursuant to the terms of the Plan, the Administrator shall also have full authority to make equitable adjustments to the Performance Criteria in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. The determination of the Administrator as to any such matter of interpretation or construction shall be final, binding and conclusive.
Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties hereto with any such modification (if any) to become a part hereof and treated as though contained in this original Agreement. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable, in lieu of severing such unenforceable provision, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear, and such determination by such judicial body shall not affect the enforceability of such provision or provisions in any other jurisdiction.
Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Award subject to all the terms and conditions of the Plan and this Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under this Agreement. By the Participant’s electronically accepting this Award using an online or electronic system established and maintained by the Company or a third party designated by the Company (including the Company’s stock plan service provider’s website), the Participant agrees to be bound by the terms and conditions of the Plan and this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The Participant’s electronic acceptance of this Award shall have the same validity and effect as a signature affixed to this Agreement by the Participant’s hand.
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Clawback. Notwithstanding anything herein to the contrary, this Award (and any cash paid to the Participant upon settlement thereof) shall be subject to forfeiture, reduction, and/or recoupment (i) to the extent provided in the Company’s Clawback and Forfeiture Policy, as it may be amended from time to time (the “Clawback Policy”); (ii) to the extent that Participant becomes subject to any other recoupment or clawback policy hereafter adopted by the Company, including any such policy adopted by the Company to comply with the requirements of any applicable laws, rules, regulations, or stock exchange listing requirements, including pursuant to final SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or (iii) to the extent provided under applicable legal requirements which impose recoupment, under circumstances set forth in such applicable legal requirements, including the Sarbanes-Oxley Act of 2002.
Section 409A. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of this Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement or an accompanying election form executed by the Participant, if (i) on the date of the Participant’s Separation from Service with the Company the Participant is a “specified employee” (as such term is defined under Section 1.409A-1(i) of the Treasury Regulations promulgated under Section 409A of the Code) of the Company and (ii) any payments to be provided to the Participant pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code, or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six months after the date of the Participant’s separation from service from the Company, or if earlier, his or her death. Any payments delayed pursuant to this paragraph shall be made in a lump sum on the first day of the seventh month following the Participant’s separation from service, or if earlier, the Participant’s death. Each payment upon settlement of this Award constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement, if and to the extent that any payment under this Agreement constitutes non-qualified deferred compensation under Section 409A of the Code, and is payable upon (i) the Participant’s termination of employment, then such payment shall be made or provided to the Participant only upon a “separation from service” as defined for purposes of Section 409A of the Code, or (ii) a Change in Control, then such payment shall be made or provided to the Participant only upon a “change in the ownership”, a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the applicable corporation as defined for purposes of Section 409A of the Code.
[Signature page to follow.]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.
STANDARD PREMIUM FINANCE HOLDINGS, INC.
By: /s/ Carl Christian Hoechner
Name: Carl Christian Hoechner
Title: Chairman of the Compensation Committee
PARTICIPANT
/s/ Brian Krogol
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EXHIBIT A
Total Loan Originations and National Diversification*
Vesting of the First Tranche (plus any Additional Award Amount that becomes payable pursuant to Section 2(a) of the Agreement) will be dependent upon achievement of growth in total loan originations combined with a greater nationally diversified origination mix (measured as originations outside Florida). The nationally diversified origination mix reflects the Company’s objective to expand its national footprint while maintaining strong performance in its Florida market.
| Goal | % of Target First Tranche to Vest |
|---|---|
| Total originations greater than $180,000,000 and 50% or greater nationally diversified origination mix | 100% |
| Total originations greater than $180,000,000 and 40% or greater nationally diversified origination mix | 75% |
| Total originations greater than $168,000,000 and 50% or greater nationally diversified origination mix | 35% |
| Total originations greater than $168,000,000 and 40% or greater nationally diversified origination mix | 15% |
*Subject in all cases to the terms of the Plan and the Agreement, including the discretionary and interpretative authority of the Administrator set forth in the Plan and the Agreement.
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EXHIBIT B
Mergers & Acquisitions*
Vesting of the Second Tranche (plus any Additional Award Amount that becomes payable pursuant to Section 2(a) of the Agreement) will be measured based on the aggregate pro forma annual revenues of merger and acquisition transactions for which definitive agreements have been executed during the performance period, regardless of whether such transactions are fully integrated or implemented within the period.
| Goal | % of Target Second Tranche to Vest |
|---|---|
| $20 million in aggregate pro forma annual revenues from contractually executed M&A transactions | 100% |
| $10 million in aggregate pro forma annual revenues from contractually executed M&A transactions | 80% |
| $5 million in aggregate pro forma annual revenues from contractually executed M&A transactions | 65% |
| $2 million in aggregate pro forma annual revenues from contractually executed M&A transactions | 40% |
*Subject in all cases to the terms of the Plan and the Agreement, including the discretionary and interpretative authority of the Administrator set forth in the Plan and the Agreement.
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EXHIBIT C
NASDAQ Listing*
Vesting of the Third Tranche (plus any Additional Award Amount that becomes payable pursuant to Section 2(a) of the Agreement) will be dependent upon the Company’s listing on the NASDAQ.
| Goal | % of Target Third Tranche to Vest |
|---|---|
| Listed | 100% |
| Unlisted (Threshold) | 0% |
*Subject in all cases to the terms of the Plan and the Agreement, including the discretionary and interpretative authority of the Administrator set forth in the Plan and the Agreement.
9
Exhibit 10.25
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
UNDER THE STANDARD PREMIUM FINANCE HOLDINGS,INC.
2019 EQUITY INCENTIVE PLAN
This Award Agreement (this “Agreement”), dated as of February 11, 2026 (the “Date of Grant”), is made by and between Standard Premium Finance Holdings, Inc., a Florida corporation (the “Company”), and Brian Krogol (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Standard Premium Finance Holdings, Inc. 2019 Equity Incentive Plan (as amended and/or restated from time to time, the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
1. Grant of PSUs.
(a) The Company hereby grants to the Participant Twelve-Thousand Five Hundred (12,500) performance-based restricted stock units under the Plan, the vesting with respect to 70% of the units is subject to the performance criteria set forth on Exhibit A hereto (the “First Tranche PSUs”) and with respect to 30% of the units is subject to the performance criteria set forth on Exhibit B hereto (the “Second Tranche PSUs”), and all which shall be subject to all of the terms and conditions of this Agreement and the Plan. The First Tranche PSUs and the Second Tranche PSUs shall collectively be referred to in this Agreement as the “PSUs”.
(b) Additional performance-based restricted stock units may become issuable to the Participant under the Plan as set forth in Section 3(a). If and when any such additional units become issuable, such additional units shall be subject to all of the terms and conditions of the Plan and this Agreement as First Tranche PSUs or Second Tranche PSUs, as applicable.
2. Restrictions. The PSUs may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Participant, and any shares of Stock issuable with respect to the PSUs may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until such shares of Stock have been issued to the Participant upon vesting of the PSUs in accordance with the terms of the Plan and this Agreement. Unless the Administrator determines otherwise, upon any attempt to transfer PSUs or any rights in respect of PSUs before the lapse of such restrictions, such PSUs, and all of the rights related thereto, shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind.
3. Vesting.
(a) General. Vesting of the PSUs is subject to the satisfaction of both the Performance Criteria and the Service Condition (each as defined below). Subject to the provisions set forth below, the First Tranche PSUs may vest on March 31, 2027 (the “First Vesting Date”), and the Second Tranche PSUs may vest on March 31, 2027 (the “Second Vesting Date”, and together with the First Vesting Date and any other date on which PSUs may vest pursuant to this Section 3, a “Vesting Date”), with the exact percentage that vest to be determined by the degree to which the Company’s performance results meet the performance criteria set forth on Exhibit A and Exhibit B hereto, respectively (the “Performance Criteria”). Following the completion of the performance periods on December 31, 2026 (the “Measurement Date”), the Compensation Committee of the Company’s Board of Directors (the “Committee”) shall determine the Company’s performance results relative to the applicable Performance Criteria. If the Company’s performance results are less than 100% on the scale set forth in the applicable Performance Criteria, any First Tranche PSUs or Second Tranche PSUs which are not earned shall forfeit and be deemed no longer to be outstanding for purposes of this Agreement effective as of the Measurement Date. If the Company’s performance results exceed 100% on the scale set forth in the applicable Performance Criteria, any additional performance-based restricted stock units earned in excess of 100% (the “Additional PSUs”) shall be issued automatically under the Plan, become First Tranche PSUs or Second Tranche PSUs, as applicable, and be deemed to be outstanding for purposes of this Agreement effective as of the Measurement Date. Except as otherwise specifically set forth herein, vesting of the PSUs on any Vesting Date is subject to the continued employment of the Participant by the Company or one of its Subsidiaries or Affiliates (or a successor to any of them) from the Date of Grant to such Vesting Date (the “Service Condition”).
(b) Change in Control.
(i) Upon the occurrence of a Change in Control, if the PSUs outstanding effective immediately prior to such Change in Control are not assumed, continued or substituted with an award relating to a publicly-traded security of the acquirer (or the Company) on the same terms and conditions that were applicable to the PSUs outstanding effective immediately prior to the Change in Control, then all such PSUs shall vest and be settled upon the consummation of the Change in Control.
(ii) Upon the consummation of a Change in Control in which the PSUs outstanding effective immediately prior to such Change in Control are assumed, continued or substituted with an award relating to a publicly-traded security of the acquirer (or the Company) on the same terms and conditions that were applicable to the PSUs outstanding effective immediately prior to the Change in Control, such PSUs shall continue to vest subject to the Service Condition, and the Performance Criteria shall no longer apply if such Change in Control occurs prior to the Measurement Date (and for the avoidance of doubt, no Additional PSUs shall be issued or issuable under this Agreement in the event that a Change in Control occurs prior to the Measurement Date).
(iii) Notwithstanding anything in this Section 3(b) to the contrary, in the event that the Participant’s employment with the Company, a Subsidiary, or an Affiliate (or a successor to any of them) is terminated within eighteen (18) months following a Change in Control by the Company (or such other entity) without Cause or by the Participant for Good Reason (as defined in the Employment Agreement by and between the Company and the Participant dated as of March 31, 2025), then any PSUs outstanding effective upon the date of such termination shall vest effective upon such termination and be settled within 30 days following such termination.
(c) Termination of Employment. Except as otherwise provided in this Section 3(c) and Section 3(b)(iii), upon termination of the Participant’s employment with the Company and its Subsidiaries and Affiliates for any reason, all unvested PSUs outstanding effective as of the date of such termination shall automatically and without notice terminate and be forfeited and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such PSUs. In the event that the Participant’s employment with the Company, a Subsidiary, or an Affiliate is terminated by the Company (or such other entity) without Cause, by the Participant for Good Reason, or on account of the Participant’s death or Disability, a Pro Rata Percentage (as hereinafter defined) of the PSUs outstanding effective as of the date of such termination of employment shall remain outstanding following such termination and shall be eligible to vest subject to the achievement of the Performance Criteria as if the Service Condition shall have been met as of the applicable Vesting Date. For purposes of this Section 3(c), “Pro Rata Percentage” means:
(A) with respect to the First Tranche PSUs, 33 1/3% if a termination described in Section 3(c) occurs on or prior to June 30, 2026; 66 2/3% if such termination occurs after September 30, 2026 but on or prior to December 31, 2026; and 100% if such termination occurs after December 31, 2026; and
(B) with respect to the Second Tranche PSUs, 33 1/3% if a termination described in Section 3(c) occurs on or prior to June 30, 2026; 66 2/3% if such termination occurs after September 30, 2026 but on or prior to December 31, 2026; and 100% if such termination occurs after December 31, 2026.
Notwithstanding the foregoing, in the event of a Change in Control following a termination event described in this Section 3(c), the Pro Rata Percentage of the PSUs that would have vested under Section 3(b) above had the Participant met the Service Condition as of the Change in Control (regardless of whether the PSUs are assumed, continued or substituted in the Change in Control) shall vest and be settled as of the date of the Change in Control.
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4. Settlement of Restricted Stock Units. As soon as practicable following each Vesting Date (but in no event later than 30 days following the Vesting Date or such earlier time specified in Section 3(b) or Section 3(c)), the Company shall issue to the Participant the number of shares of Common Stock equal to the aggregate number of PSUs that have vested pursuant to this Agreement on such date and the Participant shall thereafter have all the rights of a stockholder of the Company with respect to such shares. Notwithstanding anything in this Agreement to the contrary, no fractional shares shall vest or be issuable under this Agreement, and any such fractional shares shall be rounded down to the next whole share; provided, that the Administrator may, in its sole discretion, provide a cash payment in lieu of any such fractional share.
5. Rights as a Stockholder. The Participant shall have no voting rights with respect to PSUs outstanding on any applicable record date. Any ordinary or extraordinary cash or stock dividend that may be declared and paid on the Common Stock with a record date on or after the Date of Grant and prior to the settlement date of PSUs shall be deposited (in the same form as was payable to the holders of Common Stock) in an account and be paid upon, and subject to, the vesting and settlement of the PSUs (provided that dividend equivalents shall accrue for any Additional PSUs earned pursuant to Section 3(a) as if such Additional PSUs were issued as of the Date of Grant). For the avoidance of doubt, the Participant shall not be entitled to payment of dividends or dividend equivalents with respect to a PSU unless and until the vesting and settlement of such PSU in accordance with this Agreement, and all such dividends or dividend equivalents with respect to any PSU shall forfeit upon the forfeiture of such the PSU.
6. Adjustments. Pursuant to Section 16 of the Plan, in the event of a change in capitalization as described therein, the Administrator shall make such equitable changes or adjustments, as it deems necessary or appropriate, in its discretion, to the Performance Criteria and to the number and kind of securities or other property (including cash) issued or issuable in respect of outstanding PSUs.
7. Certain Changes. The Administrator may accelerate the vesting dates or otherwise adjust any of the terms of the PSUs; provided that, subject to Section 16 of the Plan and Section 21 of this Agreement, no action under this Section shall adversely affect the Participant’s rights hereunder.
8. Notices. All notices and other communications under this Agreement shall be in writing and shall be given by facsimile or first class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given three days after mailing or 24 hours after transmission by facsimile to the respective parties, as follows: (i) if to the Company:
General Counsel
Joel Bernstein
2666 Tigertail Ave.,
Suite 104
Miami, FL 33133
with a copy which shall not constitute notice to:
Chairman of the Board
c/o Standard Premium Finance Holdings, Inc.
13590 SW 134 Ave
Suite 214
Miami, FL 33186
and (ii) if to the Participant, using the contact information on file with the Company. Either party hereto may change such party’s address for notices by notice duly given pursuant hereto. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any notice or other communications related to the PSUs, this Agreement or current or future participation in the Plan by electronic means. The Participant hereby consents to receive such notices and other communications by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company (including the Company’s stock plan service provider’s website).
9. Taxes. The Participant has reviewed with the Participant’s own tax advisors the Federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant acknowledges and agrees that the Participant is responsible for the tax consequences associated with the award and vesting of PSUs.
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10. Withholding. Delivery of shares of Stock is conditioned upon Participant’s making arrangements satisfactory to the Administrator regarding payment of income and employment tax withholding requirements as set forth in Section 24 of the Plan; provided, however, that the Participant may elect, without the consent of the Company, to have the Company withhold from delivery of shares of Stock issuable upon the settlement of the RSUs such number of shares of Stock having a Fair Market Value not exceeding the applicable taxes to be withheld and applied to the tax obligations of the Participant as determined by the Company. In making its determination, the Company may calculate such amount by taking into account applicable withholding rates not exceeding the maximum individual statutory tax rates in the Participant’s applicable jurisdictions.
11. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
12. Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Florida without regard to its principles of conflict of laws.
13. Incorporation of Plan. The Plan is hereby incorporated by reference and made a part hereof, and the PSUs and this Agreement shall be subject to all terms and conditions of the Plan.
14. Amendments; Construction. The Administrator may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without the Participant’s consent. Headings to Sections of this Agreement are intended for convenience of reference only, are not part of this Agreement and shall have no effect on the interpretation hereof.
15. Survival of Terms. This Agreement shall apply to and bind the Participant and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. The terms of Section 21 shall expressly survive the vesting and/or forfeiture of the PSUs and any expiration or termination of this Agreement.
16. Compliance with Stock Ownership and Retention Guidelines. The Participant hereby agrees to comply with the Company’s Stock Ownership and Retention Guidelines (as amended from time to time, the “Guidelines”), to the extent such Guidelines are applicable, or become applicable, to the Participant. The Participant further acknowledges that, if the Participant is not in compliance with such Guidelines (if applicable), the Administrator may refrain from issuing additional equity awards to the Participant and/or elect to pay the Participant’s annual bonus in the form of vested or unvested Common Stock.
17. Agreement Not a Contract for Services. Neither the Plan, the granting of the PSUs, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Participant has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any Subsidiary or Affiliate for any period of time or at any specific rate of compensation.
18. Authority of the Administrator. The Administrator shall have full authority to interpret and construe the terms of the Plan and this Agreement (including, without limitation, the authority to determine whether, and the extent to which, any Performance Criteria have been achieved). Pursuant to the terms of the Plan, the Administrator shall also have full authority to make equitable adjustments to the Performance Criteria in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. The determination of the Administrator as to any such matter of interpretation or construction shall be final, binding and conclusive.
19. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties hereto with any such modification (if any) to become a part hereof and treated as though contained in this original Agreement. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable, in lieu of severing such unenforceable provision, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear, and such determination by such judicial body shall not affect the enforceability of such provision or provisions in any other jurisdiction.
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20. Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the PSUs subject to all the terms and conditions of the Plan and this Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under this Agreement. By the Participant’s electronically accepting the award of the PSUs using an online or electronic system established and maintained by the Company or a third party designated by the Company (including the Company’s stock plan service provider’s website), the Participant agrees to be bound by the terms and conditions of the Plan and this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The Participant’s electronic acceptance of the award of the PSUs shall have the same validity and effect as a signature affixed to this Agreement by the Participant’s hand.
21. Clawback. Notwithstanding anything herein to the contrary, this award (and any shares of Stock delivered to the Participant upon settlement thereof) shall be subject to forfeiture, reduction, and/or recoupment (i) to the extent provided in the Company’s Clawback and Forfeiture Policy, as it may be amended from time to time (the “Clawback Policy”); (ii) to the extent that Participant becomes subject to any other recoupment or clawback policy hereafter adopted by the Company, including any such policy adopted by the Company to comply with the requirements of any applicable laws, rules, regulations, or stock exchange listing requirements, including pursuant to final SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or (iii) to the extent provided under applicable legal requirements which impose recoupment, under circumstances set forth in such applicable legal requirements, including the Sarbanes-Oxley Act of 2002.
22. Section 409A. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the PSUs are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement or an accompanying election form executed by the Participant, if (i) on the date of the Participant’s Separation from Service with the Company the Participant is a “specified employee” (as such term is defined under Section 1.409A-1(i) of the Treasury Regulations promulgated under Section 409A of the Code) of the Company and (ii) any payments to be provided to the Participant pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code, or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six months after the date of the Participant’s separation from service from the Company, or if earlier, his or her death. Any payments delayed pursuant to this paragraph shall be made in a lump sum on the first day of the seventh month following the Participant’s separation from service, or if earlier, the Participant’s death. Each payment upon settlement of PSUs (and any related dividend or related dividend equivalent rights) constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement, if and to the extent that any payment under this Agreement constitutes non-qualified deferred compensation under Section 409A of the Code, and is payable upon (i) the Participant’s termination of employment, then such payment shall be made or provided to the Participant only upon a “separation from service” as defined for purposes of Section 409A of the Code, or (ii) a Change in Control, then such payment shall be made or provided to the Participant only upon a “change in the ownership”, a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the applicable corporation as defined for purposes of Section 409A of the Code.
[Signature page to follow.]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.
| STANDARD PREMIUM FINANCE HOLDINGS, INC. | |
|---|---|
| By: | /s/ Carl<br> Christian Hoechner |
| Name: | Carl Christian Hoechner |
| Title: | Chairman of the Compensation Committee |
| PARTICIPANT | |
| /s/ Brian<br> Krogol |
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EXHIBIT A
Mergers & Acquisitions*
Vesting of the First Tranche PSUs (plus any Additional PSUs that become issuable pursuant to Section 3(a) of the Agreement) will be measured based on the aggregate pro forma annual revenues of merger and acquisition transactions for which definitive agreements have been executed during the performance period, regardless of whether such transactions are fully integrated or implemented within the period.
| Goal | % of Target First Tranche PSU Vesting |
|---|---|
| $20 million in aggregate pro forma annual revenues from contractually executed M&A transactions | 100% |
| $10 million in aggregate pro forma annual revenues from contractually executed M&A transactions | 80% |
| $5 million in aggregate pro forma annual revenues from contractually executed M&A transactions | 65% |
| $2 million in aggregate pro forma annual revenues from contractually executed M&A transactions | 40% |
| * | Subject in all cases to the terms of the Plan and the Agreement, including the discretionary and interpretative authority of the Administrator set forth in Section 6 and Section 18 of the Agreement. |
| --- | --- |
Notwithstanding this Exhibit, and subject to Section 16 of the Plan and Section 6 of this Agreement, the aggregate number of Additional PSUs issuable pursuant to this Agreement shall be reduced to the extent issuance of such Additional PSUs would cause the aggregate number of restricted stock units issued pursuant to this Agreement and the RSU Agreement to exceed 300,000 restricted stock units.
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EXHIBIT B
Listing on NASDAQ*
Vesting of the Second Tranche PSUs (plus any Additional PSUs that become issuable pursuant to Section 3(a) of the Agreement) will be dependent upon the Company’s listing on the NASDAQ.
| Percentage of Second<br><br> <br>Tranche PSU Vesting | Performance |
|---|---|
| Vest 100% | Listed |
| No vesting | Unlisted (Threshold) |
| * | Subject in all cases to the terms of the Plan and the Agreement, including the discretionary and interpretative authority of the Administrator set forth in Section 6 and Section 18 of the Agreement. |
| --- | --- |
Notwithstanding this Exhibit, and subject to Section 16 of the Plan and Section 6 of this Agreement, the aggregate number of Additional PSUs issuable pursuant to this Agreement shall be reduced to the extent issuance of such Additional PSUs would cause the aggregate number of restricted stock units issued pursuant to this Agreement and the RSU Agreement to exceed 300,000 restricted stock units.
8
Exhibit 21
The subsidiaries of the registrant, Standard Premium Finance Holdings, Inc, are:
| Name of Subsidiary | State of Incorporation |
|---|---|
| Standard Premium Finance Management Corporation | Florida |
| Standard Premium Finance Leasing, Inc. | Florida |
EXHIBIT 31.1
CERTIFICATIONS
I, William Koppelmann, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Standard Premium Finance Holdings, Inc.; |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| --- | --- |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| --- | --- |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange 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)) for the registrant and have: |
| --- | --- |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|---|
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 20, 2026
| By: | /s/ William<br> Koppelmann |
|---|---|
| William Koppelmann | |
| Principal Executive Officer |
EXHIBIT 31.2
CERTIFICATIONS
I, Brian Krogol, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Standard Premium Finance Holdings, Inc.; |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| --- | --- |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| --- | --- |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange 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)) for the registrant and have: |
| --- | --- |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|---|
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 20, 2026
| By: | /s/ Brian<br> Krogol |
|---|---|
| Brian Krogol | |
| Principal Financial Officer |
EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICERAND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTEDPURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, William Koppelmann, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Standard Premium Finance Holdings, Inc. on Form 10-K for the fiscal year ended December 31, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Form 10-K fairly presents in all material respects the financial condition and results of operations of Standard Premium Finance Holdings, Inc
| March 20, 2026 | By: | /s/ William<br> Koppelmann |
|---|---|---|
| William Koppelmann | ||
| Principal Executive Officer |
I, Brian Krogol, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Standard Premium Finance Holdings, Inc. on Form 10-K for the fiscal year ended December 31, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Form 10-K fairly presents in all material respects the financial condition and results of operations of Standard Premium Finance Holdings, Inc.
| March 20, 2026 | ||
|---|---|---|
| By: | /s/ Brian Krogol | |
| Brian Krogol | ||
| Principal Financial Officer |