UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarter ended ~~September~~December 3031, 2025

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

For the transition period from to

Commission file number: 001-40014

ALLIANCE ENTERTAINMENT HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-2373325

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

8201 Peters Road, Suite 1000

Plantation, FL 33324

(Address of principal executive offices)

(954) 255-4000

(Issuer’s telephone number)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	AENT	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share	AENTW	The Nasdaq Stock Market LLC

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

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

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

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

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

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

As of ~~November~~February 12, ~~2025~~2026, 50,957,370 shares of Class A common stock, par value $0.0001 per share and 60,000,000 contingent1 shares of Class E common stock, par value $0.0001 per share, were issued and outstanding.

The 60 million Class E shares are set aside in an escrow account as additional consideration contingent on triggering events occurring within 10 years after the Merger

ALLIANCE ENTERTAINMENT HOLDING CORPORATION

FORM 10-Q FOR THE QUARTER ENDED ~~September~~DECEMBER 3031, 2025

TABLE OF CONTENTS

		Page	~~Page~~
Part I. Financial Information		1	1
Item 1.	Condensed Consolidated Financial Statements	1	1
	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and June 30, 2025		1
	Condensed Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and June 30, 2025	1
	Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended September 30, 2025, and 2024		2
	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended December 31, 2025, and 2024	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Three Months Ended September 30, 2025, and 2024		3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Three and Six Months Ended December 31, 2025, and 2024	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended September 30, 2025, and 2024		5
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended December 31, 2025, and 2024	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33	30
Item 4.	Controls and Procedures	33	30
Part II. Other Information		34	31
Item 1.	Legal Proceedings	34	31
Item 1A.	Risk Factors	35	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35	32
Item 3.	Defaults Upon Senior Securities	35	33
Item 4.	Mine Safety Disclosures	35	33
Item 5.	Other Information	35	33
Item 6.	Exhibits	36	33
Part III. Signatures		37	34

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements.

ALLIANCE ENTERTAINMENT HOLDING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in thousands except per share amounts)	~~September~~December 3031, 2025			June 30, 2025
	~~(Unaudited)~~	(Unaudited)
Assets
Current Assets
Cash	$	31,~~223~~379		$	1,236
Trade Receivables, Net of Allowance for Credit Losses of $890 and $867, respectively		94,190			95,027
Trade Receivables, Net of Allowance for Credit Losses of $1,833 and $867, respectively		148,653			95,027
Inventory, Net		~~121~~117,~~728~~801			102,848
Other Current Assets		2318,~~091~~858			19,021
Total Current Assets		~~242~~286,~~232~~691			218,132
Property and Equipment, Net		11,~~188~~108			11,291
Operating Lease Right-of-Use Assets, Net		1817,~~435~~698			19,214
Goodwill		8994,~~116~~081			89,116
Intangibles, Net		1720,~~631~~037			18,475
Other Long-Term Assets		~~178~~235			789
Deferred Tax Asset, Net		4,211			4,211
Total Assets	$	~~382~~434,~~991~~061		$	361,228
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts Payable	$	~~173~~187,~~845~~966		$	155,300
Accrued Expenses		715,~~203~~287			9,548
Current Portion of Operating Lease Obligations		3,~~268~~299			3,229
Current Portion of Finance Lease Obligations		3,~~133~~180			3,075
Deferred Consideration		1,300			-
Contingent Liability		1,577			1,577
Total Current Liabilities		~~189~~212,~~026~~609			172,729
Revolving Credit Facility, Net		5584,~~951~~547			55,268
Finance Lease Obligation, Non- Current		~~1,127~~320			1,931
Operating Lease Obligations, Non-Current		1615,~~651~~877			17,432
Shareholder Loan (subordinated), Non-Current		~~10,000~~-			10,000
Warrant Liability		2,109			646
Acquired Royalty Obligation (Endstate), Non-Current		165			-
Total Liabilities		274,864			258,006
Warrant Liability		2,959			646
Total Liabilities		316,477			258,006
Commitments and Contingencies (Note 13)		-			-
Stockholders’ Equity
Preferred Stock: Par Value $0.0001 per share, Authorized 1,000,000 shares, Issued and Outstanding 0 shares as of September 30, 2025, and June 30, 2025		-			—
Preferred Stock: Par Value $0.0001 per share, Authorized 1,000,000 shares, Issued and Outstanding 0 shares as of December 31, 2025, and June 30, 2025		-			-
Common Stock: Par Value $0.0001 per share, Authorized 550,000,000 shares at September 30, 2025, and at June 30, 2025; Issued and Outstanding 50,957,370 Shares as of September 30, 2025, and June 30, 2025		5			5
Common Stock: Par Value $0.0001 per share, Authorized 550,000,000 shares at December 31, 2025, and at June 30, 2025; Issued and Outstanding 50,957,370 Shares as of December 31, 2025, and June 30, 2025		5			5
Paid In Capital		48,~~595~~664			48,570
Accumulated Other Comprehensive Loss		(76	)		(76	)
Retained Earnings		5968,~~603~~991			54,723
Total Stockholders’ Equity		~~108~~117,~~127~~584			103,222
Total Liabilities and Stockholders’ Equity	$	~~382~~434,~~991~~061		$	361,228

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

ALLIANCE ENTERTAINMENT HOLDING CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
($ in thousands except share and per share amounts)	~~September~~December 3031, 2025			~~September~~December 3031, 2024			December 31, 2025			December 31, 2024
Net Revenues	$	~~253~~368,~~974~~712		$	~~228~~393,~~990~~672		$	622,685		$	622,662
Cost of Revenues (excluding depreciation and amortization)		~~216~~321,~~793~~616			~~203~~351,~~455~~382			538,409			554,837
Operating Expenses
Distribution and Fulfillment Expense		912,~~920~~121			912,~~018~~419			22,041			21,437
Selling, General and Administrative Expense		1516,~~078~~591			13,~~104~~800			31,668			26,905
Depreciation and Amortization		1,~~286~~290			1,~~258~~255			2,574			2,512
Transaction Costs		~~370~~225			-			596			-
Restructuring Cost		-2			5019			2			69
Gain on Disposal of Fixed Assets		(20	)		(15	)
Insurance Claim Recovery		(408	)		-			(408	)		-
Total Operating Expenses		26,634			23,415
Gain on Disposal of Fixed Assets		(4	)		-			(24	)		(15	)
Operating Income		10,547			2,120
Total Operating Expenses		29,817			27,493			56,449			50,908
Other Expenses
Operating Income		17,279			14,797			27,827			16,917
Interest Expense		2,347			2,839
Other Expenses
Change in Fair Value of Warrants		1,462			41
Interest Expense		3,454			2,827			5,801			5,666
Total Other Expenses		3,809			2,880
Change in Fair Value of Warrants		850			2,545			2,313			2,586
Income (Loss) Before Income Tax Expense (Benefit)		6,738			(760	)
Total Other Expenses		4,304			5,372			8,114			8,252
Income Tax Expense (Benefit)		1,858			(1,157	)
Income Before Income Tax Expense		12,975			9,425			19,713			8,665
Net Income	$	4,880		$	397
Income Tax Expense		3,587			2,354			5,445			1,197
Net Income per Share – Basic and Diluted	$	0.10		$	0.01
Net Income		9,388			7,071			14,268			7,468
Weighted Average Common Shares Outstanding – Basic		50,957,370			50,957,370
Net Income per Share – Basic and Diluted	$	0.18		$	0.14		$	0.28		$	0.15
Weighted Average Common Shares Outstanding – Diluted		50,996,141			50,965,970
Weighted Average Common Shares Outstanding - Basic		50,957,370			50,957,370			50,957,370			50,957,370
Weighted Average Common Shares Outstanding - Diluted		51,010,519			50,965,970			51,010,519			50,965,970

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

Alliance Entertainment Holding Corporation

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three and Six Months Ended ~~September~~December 3031, 2025 (unaudited)

($ in thousands)	Common Stock Shares Issued and Outstanding		Par Value		Paid In Capital		Accumulated Other Comprehensive ~~Income~~Loss			Retained Earnings		Total
Balances at June 30, 2025		50,957,370	$	5	$	48,570	$	(76	)	$	54,723	$	103,222
Stock-based Compensation Expense		-		-		25		-			-		25
Net Income		-		-		-		-			4,880		4,880
Balances at September 30, 2025		50,957,370	$	5	$	48,595	$	(76	)	$	59,603	$	108,127
Stock-based Compensation Expense		-		-		69		-			-		69
Net Income		-		-		-		-			9,388		9,388
Balances at December 31, 2025		50,957,370	$	5	$	48,664	$	(76	)	$	68,991	$	117,584

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

Alliance Entertainment Holding Corporation

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three and Six Months Ended ~~September~~December 3031, 2024 (unaudited)

	Common Stock Shares				Paid In		Accumulated Other Comprehensive			Retained
	Common Stock						Accumulated Other
($ in thousands)	Issued		Par Value		Capital		Loss			Earnings		Total
	Shares		Par		Paid In		Comprehensive			Retained
($ in thousands)	Issued		Value		Capital		Loss			Earnings		Total
Balances at June 30, 2024		50,957,370	$	5	$	48,058	$	(79	)	$	39,645	$	87,629
Balances		50,957,370	$	5	$	48,058	$	(79	)	$	39,645	$	87,629
Net Income				-		-		-			397		397
Balances at September 30, 2024		50,957,370	$	5	$	48,058	$	(79	)	$	40,042	$	88,026
Balances		50,957,370	$	5	$	48,058	$	(79	)	$	40,042	$	88,026
Balance		50,957,370	$	5	$	48,058	$	(79	)	$	40,042	$	88,026
Warrants conversion, from Liability to Equity		-		-		454		-			-		454
Net Income		-		-		-		-			7,071		7,071
Balances at December 31, 2024		50,957,370	$	5	$	48,512	$	(79	)	$	47,113	$	95,551
Balance		50,957,370	$	5	$	48,512	$	(79	)	$	47,113	$	95,551

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

ALLIANCE ENTERTAINMENT HOLDING CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended			Three Months Ended
	Six Months Ended			Six Months Ended
($ in thousands)	~~September~~December 3031, 2025			~~September~~December 3031, 2024
Cash Flows from Operating Activities:
Net Income	$	414,~~880~~268		$	~~397~~7,468
Adjustments to Reconcile Net Income to
Net Cash Provided by (Used in) Operating Activities:
Net Cash (Used in) Provided by Operating Activities:
Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities:
Depreciation of Property and Equipment		~~442~~887			~~426~~849
Amortization of Intangible Assets		~~844~~1,687			~~832~~1,663
Amortization of Deferred Financing Costs (Included in Interest Expense)		~~351~~2,021			~~351~~702
Allowance for Credit Losses		791,114			~~302~~575
Change in Fair Value of Warrants		12,~~462~~313			412,586
Deferred Income Taxes		-			(967	)
Non-cash lease expense		~~779~~1,516			~~750~~1,414
Stock-based Compensation Expense		2594			—-
Gain on Disposal of Fixed Assets		(2024	)		(15	)
Changes in Assets and Liabilities
Trade Receivables		~~758~~(54,740	)		(1055,~~356~~255	)
Inventory		(1814,~~880~~953	)		~~(41~~1,~~060~~849	)
Income Taxes Payable\Receivable		13,~~516~~560			~~(424~~1,494	)
Operating Lease Right-of-Use Assets		-			-
Operating Lease Obligations		(1,484	)		(649	)
Operating Lease Obligations		(742	)		(1,176	)
Other Assets		681			(2,319	)
Other Assets		(3,459	)		(486	)
Accounts Payable		32,666			57,141
Accounts Payable		18,545			43,032
Accrued Expenses and Contingent Liability		(3,419	)		(2,918	)
Accrued Expenses and Contingent Liability		(3,860	)		(3,284	)
Net Cash (Used in) Provided by Operating Activities		(13,813	)		13,618
Net Cash Provided by (Used in) Operating Activities		2,720			(11,637	)
Cash Flows from Investing Activities:
Capital Expenditures		(~~345~~712	)		(10	)
Cash Inflow from Asset Disposal		26			15
Cash Paid for Business Acquisition/Asset Purchase		(1,150	)		(7,551	)
Net Cash (Used in) Provided by Investing Activities		(319	)		5
Cash Inflow from Asset Disposal		30			15
Investment in Captive Stock		36			-
Net Cash Used in Investing Activities		(1,796	)		(7,546	)
Cash Flows from Financing Activities:
Payments on Financing Leases		(~~746~~1,506	)		(~~691~~1,397	)
Payments on Revolving Credit Facility		(~~234~~578,~~317~~325	)		(~~201~~538,~~660~~604	)
Borrowings on Revolving Credit Facility		~~234~~606,~~699~~229			~~217~~535,~~144~~290
Deferred Financing Cost		(50	)		-
Repayments on Shareholder Note (Subordinated), Non-Current		(10,000	)		-
Net Cash (Used in) Provided by Financing Activities		(414	)		14,793
Deferred Financing Cost		(646	)		-
Net Increase in Cash		1,987			3,161
Net Cash Provided by (Used in) Financing Activities		15,752			(4,711	)
Net Increase in Cash		143			1,361
Cash, Beginning of the Period		1,236			1,129
Cash, End of the Period	$	31,~~223~~379		$	42,~~290~~490
Supplemental disclosure for Cash Flow Information
Cash Paid for Interest	$	25,~~313~~785		$	25,~~975~~735
Cash Paid for Income Taxes	$	~~342~~1,886		$	~~234~~795
Supplemental Disclosure for Non-Cash Investing and Financing Activities
Conversion of Warrants from liability to Equity		-			454

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

Table of Contents

ALLIANCE ENTERTAINMENT HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~December 3031, 2025

Note 1: Organization and Summary of Significant Accounting Policies

Alliance is a leading global wholesaler and distributor of physical media, entertainment products, hardware, and accessories across various platforms. Employing an established multi-channel strategy, Alliance operates as the vital link between renowned international manufacturers of entertainment content and top-tier retail partners both domestically and internationally. Additionally, Alliance manages a diverse portfolio of owned e-commerce brands through its DirectToU LLC division, catering to various entertainment and collectible markets. Alliance also provides state-of-the art warehousing and distribution technologies, operating systems and services that seamlessly enable entertainment product transactions to better serve customers directly or through our distribution affiliates.

In December 31, 2025, the Company completed the acquisition of Endstate Authentic LLC (“LLC”), a digital authentication and loyalty-driven consumer brand. The transaction was accounted for as a business combination under ASC 805. Accordingly, the assets acquired and liabilities assumed have been recorded at their estimated fair values as of the acquisition date. The purchase price allocation is preliminary and subject to adjustment as the Company continues to finalize its valuation analyses. Results of operations for Endstate are included in the Company’s condensed consolidated financial statements beginning on the acquisition date. Additional information related to this acquisition is provided in Note 23 – Business Combinations.

On February 10, 2023, Alliance completed its business combination with Adara Acquisition Corp., which was accounted for as a reverse recapitalization with Alliance treated as the accounting acquirer (the “Merger”). The recapitalization has been retroactively reflected in all periods presented. The Company continues to recognize certain warrant and equity-related impacts from this transaction, including the outstanding Class E contingent shares and warrant liabilities, as discussed further in Notes 16 and 21.

The accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals and adjustments) which are necessary in order to state fairly the Company’s results of operations, financial position, stockholders’ equity and cash flows as of and for the periods presented. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any other future period. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes, including the Summary of Significant Accounting Policies, included in the Company’s Annual Report on Form 10-K filed September 10, 2025. June 30, 2025, balance sheet information contained herein was derived from the Company’s audited consolidated financial statements as of that date included therein.

Reclassification

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

Basis for Presentation

The condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The condensed consolidated financial statements include the accounts of Alliance Entertainment Holding Corporation and its wholly owned subsidiaries. Intercompany transactions have been eliminated in consolidation.

Liquidity

On ~~December~~October 211, ~~2023~~2025, the Company entered into a ~~three3-year credit facility with White Oak Commercial Finance, LLC, which will mature on December 21, 2026. The facility is a~~ $120 million senior secured asset-based revolving credit facility with Bank of America, N.A. (the “Revolving Credit Facility”). ~~Subsequent~~ toThe ~~the~~new ~~end~~facility ofrefinanced ~~the~~and ~~quarter,~~replaced ~~on October 1, 2025,~~ the Company’s ~~refinanced~~prior ~~its~~3three-year $120 million asset-based ~~lending~~revolving credit facility with White Oak Commercial Finance, LLC, which ~~and~~was entered into aon ~~new~~December ~~$120 million senior secured revolving credit facility with Bank of America~~21, ~~N.A.~~ ~~Additionally~~2023, ~~the~~and ~~Company~~was ~~has~~scheduled ~~implemented~~to ~~certain~~mature ~~strategic~~on ~~initiatives~~December to21, ~~reduce~~2026. ~~expenses~~Based ~~and focus~~ on the ~~sale~~Company’s ofcash ~~higher~~on ~~margin~~hand, ~~products.~~cash Asflows afrom ~~result~~operations, ofworking ~~the credit facility~~capital, ~~combined with these initiatives~~ and ~~the~~availability ~~Company’s~~under ~~financial~~its ~~performance~~revolving ~~for the~~credit ~~three months ended September 30~~facility, ~~2025,~~management ~~the Company~~ has concluded that itthe Company has sufficient ~~cash~~liquidity to fund its operations and obligations ~~(from~~ ~~its cash on hand, operations, working capital and availability on the credit facility)~~ for at least twelve months from the issuance of of these condensed consolidated financial statements.

Table of Contents

Concentration of Credit Risk

Concentration of Credit Risk consists of the following at:

Customers:

	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
Revenue	~~September~~December 3031, 2025			~~September~~December 3031, 2024			December 31, 2025			December 31, 2024
Customer #1		1415.80	%		1710.49	%		15.2	%		10.8	%
Customer #2		1112.49	%		1312.59	%		13.7	%		14.6	%
Customer #3		~~15.5~~-*	%		~~10.5~~-*	%		10.5	%		10.7	%

Table of Contents

Receivables	September 30, 2025			June 30, 2025
Customer #1		40.9	%		30.2	%
Customer #2		-*			13.1	%

*	Less than 10%

	Three Months Ended			Three Months Ended
Receivables	December 31, 2025			June 30, 2025
Purchases	September 30, 2025			September 30, 2024
Customer #1		36.0	%		30.2	%
Supplier #1		25.3	%		20.4	%
Customer #3		-*			13.1	%
Supplier #2		-*			12.0	%
Supplier #3		11.1	%		11.1	%

*	Less than 10%

Payables	September 30, 2025			June 30, 2025
	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
Supplier #1		18.6	%		18.8	%
Purchases	December 31, 2025			December 31, 2024			December 31, 2025			December 31, 2024
Supplier #2		14.1	%		-*
Supplier #1	19.4		%	23.6		%	22.0		%	18.5		%
Supplier #3		13.3	%		12.9	%
Supplier #2		10.6	%		20.6	%		10.8	%		20.5	%

*	Less than 10%

Payables	December 31, 2025			June 30, 2025
Supplier #1		20.4	%		18.8	%
Supplier #2		12.5	%		-*
Supplier #3		10.0	%		12.9	%

*	Less than 10%

Accounting Pronouncements

Recently Issued and Adopted Accounting Pronouncements

In July 2025, the Company adopted Accounting Standards Update (“ASU”) 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements. This ASU ~~updates~~removes ~~accounting~~references ~~standards~~to ~~for~~the ~~revenue~~FASB ~~recognition~~Concepts ~~(ASC~~Statements ~~606),~~from ~~lease~~the ~~accounting~~Accounting ~~(ASC~~Standards ~~842),~~Codification and ~~impairment~~makes ofrelated ~~long-lived~~conforming assets (ASC 360), providing enhanced guidance for estimating variable consideration, accounting for contract modifications, determining lease terms, and simplifying impairment testing for long-lived assetsamendments. ~~It also introduces clarifying disclosure requirements for financial instruments and derivatives.~~ The adoption of ASU 2024-02 did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

In July 2025, the Company adopted ~~Accounting~~ASU ~~Standards Update~~ 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards., ~~This~~which ~~ASU~~ clarifies how entities determine whether certain profits- interest or similar awards should be accounted for as stock-based compensation under ~~ASC~~Topic 718 or under other applicable guidance. The ~~amendments are intended to improve consistency and comparability in reporting such awards. The~~ Company does not issue profits- interest or similar awards, ~~and~~ ~~the~~and adoption of this ASU ~~2024-01~~ did not have a material impact on its condensed consolidated financial statements.

Recently Issued but Not Yet Adopted Accounting Pronouncements

~~Accounting~~In ~~Standard~~November ~~Update~~ 2024~~-03~~, Inthe ~~2024, Income Statement Reporting Comprehensive Income. The~~ Financial Accounting Standards Board (“FASB”) issued ~~Accounting~~ ~~Standards Update (~~ASU) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):, ~~Disaggregation~~which ofrequires ~~Income~~additional ~~Statement Expenses. This ASU provides guidance on the~~ disaggregation of certain income statement expense ~~expenses,~~categories ~~aiming~~in ~~to enhance~~ the ~~transparency~~notes ofto the financial ~~reporting by requiring more detailed disclosures of expense categories~~statements. ~~This~~ The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its condensed consolidated ~~financial~~ ~~statements to determine the potential effect on its~~ financial ~~reporting~~statement ~~and~~ disclosures.

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~~Accounting Standard Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).~~ In December 2023, the FASB issued ASU 2023-09, ~~which~~ ~~requires~~Improvements ~~more~~to ~~detailed~~Income ~~income~~Tax ~~tax~~Disclosures, ~~disclosures.~~which ~~The~~enhances ~~guidance~~income ~~requires~~tax ~~entities~~disclosure torequirements, including ~~disclose~~expanded ~~disaggregated~~disaggregation ~~information~~of ~~about their~~ effective tax rate ~~reconciliation~~reconciliations asand ~~well as expanded information on~~ income taxes paid by jurisdiction. The ~~disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The~~ standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. WeThe ~~are~~Company is evaluating the ~~disclosure~~impact ~~requirements~~of ~~related~~this ASU, which is expected to ~~the~~primarily ~~new~~affect ~~standard~~annual income tax disclosures.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, and early adoption is permitted. The Company is evaluating the applicability of this ASU to its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which includes targeted improvements to the accounting and disclosure requirements for internal-use software costs. The amendments are effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual reporting periods, and early adoption is permitted. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements.

Note 2: Summary of Significant Accounting Policies

There have been no material changes or updates to the Company’s significant accounting policies from those described in Note 1 to the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Earnings per Share

Basic Earnings Per Share (“EPS”) is computed by dividing net income available to common shareholders by the weighted average shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue shares, such as stock options, warrants, and unvested restricted stock units, were exercised and converted into common shares and the impact would not be antidilutive. Diluted EPS is computed by dividing net income available to common shareholders by the weighted average shares outstanding during the period, increased by the number of additional shares that would have been outstanding if the potential shares had been issued and were dilutive. Contingently issuable shares are included in basic net income per share only when there is no circumstance under which those shares would not be issued.

The following table sets forth the computation of basic and diluted net earnings per share of Common Stock for the three and six months ended ~~September~~ 30December 31, 2025, and 2024, respectively:

	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	September 30, 2025		September 30, 2024
	December 31, 2025		December 31, 2024		December 31, 2025		December 31, 2024
Net Income (in thousands)	$	49,~~880~~388	$	~~397~~7,071	$	14,268	$	7,468
Basic and diluted shares
Weighted-average Class A Common Stock outstanding (basic)		50,957,370		50,957,370
Weighted-average Class A Common Stock outstanding - Basic		50,957,370		50,957,370		50,957,370		50,957,370
Weighted-average Class A Common Stock outstanding (diluted)		50,996,141		50,965,970
Weighted-Average Class A Common Stock Outstanding - Diluted		51,010,519		50,965,970		51,010,519		50,965,970
Income per share for Class A Common Stock
— Basic and Diluted	$	0.1018	$	0.0114	$	0.28	$	0.15

There are 60,000,000 shares of contingently issuable Common Stock that were not included in the computation of basic or diluted earnings per share since the contingencies for the issuance of these shares have not been met as of December 31, 2025, and June 30, 2025. For the three and six months ended December 31, 2025, and June 30, 2025, there are 9,920,000 warrants outstanding that have been excluded from diluted earnings per share because they are anti-dilutive.

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There are 60,000,000 shares of contingently issuable Common Stock that were not included in the computation of basic or diluted earnings per share since the contingencies for the issuance of these shares have not been met as of September 30, 2025, and June 30, 2025. For the three months ended September 30, 2025, and June 30, 2025 there are 9,920,000 warrants outstanding that have been excluded from diluted earnings per share because they are anti-dilutive.

Note 3: Trade Receivables, Net

Trade Receivables, Net consists of the following at:

Schedule of Trade Receivables, Net

($ in thousands)	~~September~~December 3031, 2025			June 30, 2025
Trade Receivables	$	98153,~~574~~583		$	100,799
Less:
Allowance for Credit Losses		(~~890~~1,833	)		(867	)
Sales Returns Reserve		(2,~~294~~787	)		(2,257	)
Customer Rebate and Discount Reserve		(~~1,200~~310	)		(2,648	)
Total Allowances		(4,~~384~~930	)		(5,772	)
Trade Receivables, Net	$	94148,~~190~~653		$	95,027

Allowance for Credit Losses Roll forward	~~September~~December 3031, 2025			June 30, 2025
($ in thousands)
Beginning Balance		(867	)		(648	)
Current Period Provision for Expected Credit Losses		(791,114	)		(1,068	)
Write-offs		58154			861
Recoveries of Previously Written-off Accounts		(26	)		(12	)
Ending Balance		(~~890~~1,833	)		(867	)

Note 4: Inventory, Net

Inventory, Net (all finished goods) consists of the following at:

Schedule of Inventory, Net

($ in thousands)	~~September~~December 3031, 2025			June 30, 2025
Inventory	$	~~126~~121,~~233~~416		$	108,590
Less: Reserves		(43,~~505~~615	)		(5,742	)
Inventory, Net	$	~~121~~117,~~728~~801		$	102,848

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Note 5: Other Current and Long-Term Assets

Other Current and Long-Term Assets consist of the following at:

($ in thousands)	~~September~~December 3031, 2025		June 30, 2025
Other Assets–Current
Prepaid Intellectual Property	$	2,~~574~~299	$	2,786
Escrow Receivable		8,500		8,500
Insurance Receivable		1,~~377~~863		1,377
Prepaid Insurance		~~119~~842		377
Contract Acquisition receivable		~~6,300~~-		2,342
Prepaid Catalogs		~~630~~612		632
Prepaid Manufacturing Components		~~574~~447		385
Prepaid Maintenance		~~607~~1,374		1,041
Other Current Assets		~~239~~636		-
Prepaid Molding		~~248~~370		140
Prepaid Shipping Supplies		1,~~586~~793		1,270
Prepaid Vault		~~321~~21		154
Prepaid Royalties		16101		17
Total Other Assets–Current	$	2318,~~091~~858	$	19,021
Other Long-Term Assets
Deposits	$	~~178~~235	$	175
Income tax receivable		-		614
Total Other Long-Term Assets	$	~~178~~235	$	789

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Note 6: Property and Equipment, Net

Property and Equipment, Net consists of the following at:

Schedule of Property and Equipment, Net

($ in thousands)	~~September~~December 3031, 2025			June 30, 2025
Property and Equipment
Leasehold Improvements	$	~~908~~1,313		$	908
Machinery and Equipment		30,~~473~~472			30,624
Furniture and Fixtures		1,~~687~~689			1,717
Capitalized Software		10,377			10,377
Equipment Under Finance Leases		12,488			12,488
Computer Equipment		1,~~757~~756			1,757
Construction in Progress		~~388~~350			43
Property and Equipment, Gross		58,~~078~~445			57,914
Less: Accumulated Depreciation and Amortization		(4647,~~890~~337	)		(46,623	)
Total Property and Equipment, Net	$	11,~~188~~108		$	11,291

Depreciation Expense for the three months ended ~~September~~December 3031, 2025, and 2024 was $0.4 million, and for the six months ended December 31, 2025, and 2024 was $0.49 million and $0.8 million, respectively.

Note 7: Goodwill and Intangibles, Net

Goodwill reported is the result of multiple acquisitions made by Alliance Entertainment Holding Corporation over the years. The $4,965 increase in goodwill during the six months ended December 31, 2025 relates to the Endstate business combination discussed in Note 23, Business Combination (Endstate). Goodwill consists of the following at:

Schedule of Goodwill

($ in thousands)	~~September~~December 3031, 2025		June 30, 2025
Goodwill, Beginning Balance	$	89,116	$	89,116
Goodwill, Ending Balance	$	89,116	$	89,116
Additions		4,965		-
Goodwill, Ending Balance	$	94,081	$	89,116

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Intangibles, Net consists of the following at:

Schedule of Intangible Assets, Net

($in thousands)			~~September~~December 3031, 2025					June 30, 2025
Intangibles:	Intangibles Cost		Accum. Amortization			Intangibles, Net		Accum. Amortization			Intangibles, Net
Customer Relationships	$	78,000	$	(74,~~342~~755	)	$	3,~~658~~245	$	(73,928	)	$	4,072
Contract Acquisition	$	1,800		(~~270~~360	)	$	1,~~530~~440		(180	)	$	1,620
Tradename - HMBR	$	6,800		-		$	6,800		-		$	6,800
Mecca Customer Relationships	$	8,023		(6,537	)	$	1,486		(6,393	)	$	1,630
Trademark - Endstate		800		-			800		-			-
Customer List	$	12,760		(8,603	)	$	4,157		(8,407	)	$	4,353
Technology - Endstate		1,550		-			1,550		-			-
Total	$	107,383		(89,752	)	$	17,631		(88,908	)	$	18,475
Customer Relationships - Endstate		900		-			900		-			-
Mecca Customer Relationships		8,023		(6,681	)		1,342		(6,393	)		1,630
Customer List		12,760		(8,800	)		3,960		(8,407	)		4,353
Total	$	110,633	$	90,596		$	20,037	$	(88,908	)	$	18,475

During the three months ~~ending~~ended ~~September~~December 3031, 2025, and 2024, the Company recorded amortization expense of $0.8 million and during the six months ended December 31, 2025, and 2024, the Company recorded amortization expenses of $01.85 million and $1.7 million, respectively.

Expected amortization over the next five years and thereafter, as of ~~September~~December 3031, 2025, is as follows:

($ in thousands)	Intangible Assets
Year Ended June 30,
Remaining in fiscal year 2026	$	21,~~531~~850
2027		3,~~326~~651
2028		2,~~298~~623
2029		1,~~019~~344
2030		~~379~~704
Thereafter		13,~~278~~065
Total Expected Amortization	$	1013,~~831~~237
Indefinite-lived Intangible asset		6,800
Total Intangible Assets	$	1720,~~631~~037

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Note 8: Accrued Expenses

Accrued Expenses consists of the following at:

Schedule of Accrued Expenses

($ in thousands)	~~September~~December 3031, 2025		June 30, 2025
Marketing Funds Accruals	$	23,~~685~~517	$	4,870
Payroll and Payroll Tax Accruals		1,~~455~~624		1,690
Accruals for Other Expenses		21,~~263~~831		1,688
Accrued Contract Liability		800		1,300
Accrued Earnout - Endstate		5,500		-
Total Accrued Expenses	$	7,203	$	9,548
Income Tax Payable		2,815		-
Accrued Contract Liability		-		1,300
Total Accrued Expenses	$	15,287	$	9,548

Note 9: Revolving Credit Facility

OnNew December 21, 2023, the Company entered into a credit facility with White Oak Commercial Finance, LLC, which will mature on December 21, 2026. The facility is a $120 million asset-based revolving credit facility (the “Revolving Credit Facility”). Borrowings under the Revolving Credit facility bear interest at the 30-day SOFR rate, subject to a floor of 2%, plus a margin ranging from 4.00% to 4.25%, depending on the Company’s utilization and consolidated fixed charge coverage ratio. The 30-day SOFR rates as of September 30, 2025, and June 30, 2025, were 4.14% and 4.35%, respectively. The effective interest rates at September 30, 2025, and September 30, 2024, were 8.39% and 9.20%, respectively.

On ~~June~~October 301, 2025, the Company entered into an ~~amendment~~asset-based torevolving ~~its~~credit facility (the “Revolving Credit Facility”) with Bank ~~White~~of ~~Oak~~America, which ~~reduced~~refinanced ~~the~~and ~~applicable~~replaced ~~interest~~its ~~rate margin~~prior ~~from~~asset-based arevolving ~~range~~credit offacility ~~4.5%~~with –White 4Oak Commercial Finance, LLC.~~75%~~ The toRevolving aCredit ~~range~~Facility provides for borrowings of 4up to $120.0% –million, ~~4.25%~~subject to a borrowing base, ~~effective~~and ~~immediately~~matures on October 1, 2030.

Borrowings under the Revolving Credit Facility bear interest at the 30-day SOFR rate, subject to a floor of 2.00%, plus an applicable margin of 1.50% through March 31, 2026 and 1.625% thereafter. The 30-day SOFR rate as of December 31, 2025 was 3.7%. The Company also pays a commitment fee of 0.15% per annum on unused availability. Commitment fees incurred during the quarter ended December 31, 2025 were $0.01 million. Included in interest expense for the three months ended December 31, 2025, is $1.6 million related to the accelerated amortization of unamortized deferred financing costs associated with the prior revolving credit facility that was refinanced and replaced.

Availability under the Revolving Credit Facility is based on eligible accounts receivable and inventory. As of December 31, 2025, availability was approximately $34.8 million, with outstanding borrowings of approximately $85.2 million.

The Revolving Credit Facility contains customary affirmative and negative covenants, including limitations on additional indebtedness, liens, dividends, and certain investments, and requires the maintenance of a fixed charge coverage ratio of at least 1.0 to 1.0 on a trailing twelve-month basis, as defined in the credit agreement. The facility is secured by a first-priority security interest in substantially all of the Company’s and its subsidiaries’ assets.

The Company was in compliance with all applicable covenants under the Revolving Credit Facility as of December 31, 2025.

Letters of Credit

The Revolving Credit Facility permits the issuance of letters of credit, which reduces availability under the borrowing base. As of December 31, 2025, the Company had letters of credit outstanding totaling $0.75 million.

Prior Credit Facility

The Company’s prior asset-based revolving credit facility with White Oak Commercial Finance, LLC (the “Prior Revolving Credit Facility”) provided for borrowings of up to $120.0 million, subject to a borrowing base, and was scheduled to mature on December 21, 2026. Borrowings under the Prior Revolving Credit Facility bore interest at the 30-day SOFR rate, subject to a floor of 2.00%, plus a margin ranging from 4.00% to 4.25%. As of December 31, 2024, the effective interest rate on outstanding borrowings was 9.7%.

The Prior Revolving Credit Facility was terminated and fully repaid on October 1, 2025, in connection with the Company’s entry into the new Revolving Credit Facility with Bank of America. No early termination fees were incurred. As of December 31, 2025, there were no borrowings outstanding under the Prior Revolving Credit Facility; accordingly, an effective interest rate was not applicable.

As of June 30, 2025, outstanding borrowings under the Prior Revolving Credit Facility were approximately $57.0 million, with approximately $54.0 million in availability.

Schedule of Revolver Balance

($ in thousands)	New Credit Facility December 31, 2025			Prior Credit Facility June 30, 2025
Outstanding Balance	$	85,161		$	57,257
Less: Deferred Finance Costs		(614	)		(1,988	)
Revolving Credit Facility, Net	$	84,547		$	55,269

During the three months ended December 31, 2025 and 2024, the Company incurred interest expense of approximately $1.7 million and $2.0 million, respectively. During the six months ended December 31, 2025 and 2024, interest expense was approximately $3.2 million and $4.0 million, respectively.

Recurring amortization of deferred financing costs was approximately $0.03 million and $0.4 million for the three months ended December 31, 2025, and 2024, respectively, and approximately $0.6 million and $0.7 million for the six months ended December 31, 2025, and 2024, respectively. In addition, interest expense for the three and six months ended December 31, 2025, includes approximately $1.6 million of accelerated amortization of deferred financing costs related to the early refinancing and termination of the prior revolving credit facility on October 1, 2025.

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If the Company reduces or terminates the commitments under the Revolving Credit Facility before its maturity, it would have incurred an early termination fee of 1% if done between December 21, 2024, and August 21, 2025. As of August 21, 2025, the Company was no longer subject to any early termination fees.

Availability under the Revolving Credit Facility is determined by the Company’s borrowing base calculation, as defined in the credit agreement relating to this facility. The Company also incurs a commitment fee of 0.25% for unused credit line with fees three months ending September 30, 2025, and September 30, 2024, of $0.06 million and $0.05 million, respectively. Availability as of September 30, 2025, was approximately $61 million with an outstanding revolver balance of approximately $58 million. Availability as of June 30, 2025, was $54 million with an outstanding revolver balance of $57 million.

The maximum borrowings under the Revolving Credit Facility are determined by a formula based on eligible accounts receivable and inventory, subject to lender discretion. The facility includes standard representations and warranties, events of default, and financial reporting requirements, including maintaining a fixed charge coverage ratio of at least 1.1 to 1.0 on a trailing twelve-month basis. The facility also imposes covenants restricting the Company’s ability to incur additional indebtedness, grant liens, pay dividends, make unpermitted investments, or materially change its business operations. The facility is secured by a first-priority security interest in the Company’s and its subsidiaries’ cash, accounts receivable, inventory and related assets.

The Company was in compliance with its covenants as of September 30, 2025, and June 30, 2025. Revolving Credit Facility, net consists of the following at:

Schedule of Revolver Balance

($ in thousands)	September 30, 2025			June 30, 2025
Outstanding Balance	$	57,639		$	57,257
Less: Deferred Finance Costs		(1,688	)		(1,988	)
Revolving Credit Facility, Net	$	55,951		$	55,269

During the three months ending September 30, 2025, and 2024, the Company had interest expenses of $1.6 million and $2.8 million, respectively, and amortization of deferred finance costs of $0.4 million and $0.4 million, respectively.

Note 10: Employee Benefits Company Health Plans

During the year ended June 30, 2025, the Company transitioned its health insurance coverage from a self-funded model to an Individual Coverage Health Reimbursement Arrangement (“ICHRA”), which eliminates the Company’s exposure to self-insured medical and dental claims; therefore, no similar liabilities are expected under the current plan structure. As a result, the self-insured medical plans (including both PPO and HDHP options) under the Alliance Health & Benefits Plan (“AHBP”) were terminated. Under the ICHRA model, the Company reimburses employees and executive officers for individual health insurance premiums, with contribution levels varying based on coverage tiers.

There were no changes to the Company’s dental (PPO and HMO), vision, life insurance, or short-term disability plans. The Company’s dental HMO plan remains self-insured, with exposure limited to a maximum per individual procedure based on a published fee schedule. The dental PPO plan is fully insured. The Company contributes various percentages toward premium costs across benefit offerings, based on coverage levels and Board-approved schedules. The vision, life insurance, and short- and long-term disability plans are fully insured and Company-sponsored, with premiums paid by both the employer and employees in accordance with Board-approved contribution structures.

As of ~~September~~December 3031, 2025, and June 30, 2025, the Company had no remaining liability related to the terminated self-insured medical plans, as the previously accrued estimated run-out exposure was fully settled during the first quarter of fiscal 2026.

401(k) Plan

The Company has the Alliance Entertainment 401(k) Plan (the Plan) covering all eligible employees of the Company. All employees over the age of 18 are eligible to participate in the Plan at the beginning of the month following date of hire. The Plan has automatic deferral at the beginning of the month following the date of hire. Employees are automatically enrolled in the Plan with a 3% contribution; however, they have the option to increase/decrease their deferrals or opt out of the Plan at any time. The Company currently offers a match contribution of $0.50 of every dollar up to 4% of contribution percentage. The Company conducts a retirement plan review on an annual basis.

During the three and six months ended ~~September~~December 3031, 2025, and 2024, the Company contributed $0.152 million and $0.181 million, respectively and $0.3 million and $0.3 million, respectively, to the Plan.

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Note 11: Segment Information

Management performed an assessment of the Company’s operating segments in accordance with ASC 280-10-50-1 through 50-9. Based on this evaluation, the Company determined that it operates as a single operating segment, which is also its sole reportable segment. Segment revenue is derived from the sale of distribution of pre-recorded music, video movies, video games and related accessories, and merchandising. This conclusion is consistent with prior periods.

The Company’s Chief Executive Officer and Chairman are the Chief Operating Decision Makers (“CODM”) and review financial performance and make resource allocation decisions at the consolidated entity level. The CODM utilizes net income, prepared in accordance with U.S. GAAP, to evaluate financial performance, monitor variances against budget and forecast, and guide strategic decisions. Segment assets are reported as consolidated assets on the Company’s condensed consolidated balance sheet.

Significant expense categories regularly reviewed by the CODM include:

	●	Cost of Revenues (excluding depreciation and Amortization)
	●	Distribution and Fulfillment Expense
	●	Sales and Marketing

Other Segment Items:

Other segment items include expenses that are part of segment profit or loss but are not classified as significant segment expenses. These include:

	●	General and Administrative Expense
	●	Technology Expense
	●	Interest Expense
	●	Income Tax Expense

~~The following table presents segment revenue, net income, and the significant segment expenses for the Company’s single reportable segment for the three months ended September 30, 2025, and 2024:~~12

~~Reconciliation to~~Table ~~Consolidated~~of ~~Net Income:~~Contents

The following table presents segment revenue, net income, and the significant segment expenses for the Company’s single reportable segment for the three and six months ending December 31, 2025, and 2024:

Reconciliation to Condensed Consolidated Net Income:

($ in thousands)	Three months ended ~~September~~December 3031, 2025		Three months ended ~~September~~December 3031, 2024		Six months ended December 31, 2025		Six months ended December 31, 2024
Net Revenues	$	~~253~~368,~~974~~712	$	~~228~~393,~~990~~672	$	622,685	$	622,662
Cost of Revenues (excluding depreciation and Amortization)		~~216~~321,~~793~~616		~~203~~351,~~455~~382		538,409		554,837
Distribution and Fulfillment Expense		912,~~920~~121		912,~~018~~419		22,041		21,437
Sales and Marketing		78,~~699~~327		6,~~217~~624		16,026		12,841
Other Segment items*		1417,~~682~~259		916,~~903~~176		31,941		26,078
Net income	$	49,~~880~~388	$	~~397~~7,071	$	14,268	$	7,468

*	Other segment items include interest expense, income tax expense, general and administrative expenses, and technology expenses, which are reported separately on the condensed consolidated statements of operations.

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Note 12: Income Taxes

The effective tax rate was approximately 28% and ~~152~~25.0% for the three months ended ~~September~~December 3031, 2025, and 2024, respectively. The difference between the Company’s effective tax rate and the U.S. federal statutory rate for the three months ended ~~September~~December 3031, 2025, ~~and the federal statutory rate~~ primarily resulted from state income taxes, ~~Foreign~~ ~~Derived~~foreign-derived ~~Intangible~~intangible ~~Income~~income (“FDII”), ~~and~~ fair value adjustments related to the Company’s warrant liability., ~~The~~and tax ~~difference~~items ~~between~~attributable to periods prior to the Company’s ~~effective~~acquisition ~~tax~~by ~~rate~~its ~~for~~parent. ~~the~~The ~~three~~difference ~~months~~between ~~ended~~the ~~September~~Company’s effective ~~30,~~tax ~~2024,~~rate and the U.S. federal statutory rate ~~primarily~~for ~~resulted from~~the ~~state~~three ~~income~~months ~~taxes,~~ended ~~Foreign~~December ~~Derived Intangible Income~~31, ~~and~~2024 ~~one~~primarily ~~immaterial~~resulted ~~discrete item~~ from ~~a one-time adjustment for out of~~state ~~measurement~~income ~~period~~taxes ~~for~~and ~~deferred tax liability from software costs~~FDII.

The effective tax rate was approximately 28% and 14.0% for the six months ended December 31, 2025 and 2024, respectively. The difference between the Company’s effective tax rate and the U.S. federal statutory rate for the six months ended December 31, 2025 primarily resulted from state income taxes, FDII, fair value adjustments related to the Company’s warrant liability, and tax items attributable to periods prior to the Company’s acquisition by its parent. The difference between the Company’s effective tax rate and the U.S. federal statutory rate for the six months ended December 31, 2024 primarily resulted from state income taxes, FDII, and a discrete item related to an out-of-measurement period adjustment to the deferred tax liability related to software costs.

The Company completed the acquisition of Endstate Authentic LLC on December 31, 2025. For U.S. federal and state income tax purposes, the transaction is treated as a taxable purchase of assets because Endstate Authentic LLC is a disregarded entity. As a result, the tax basis of the acquired assets and assumed liabilities was stepped up generally to their respective fair values. Based on the Company’s analysis as of the acquisition date, the acquisition did not result in material acquisition-date temporary differences and, accordingly, no material deferred tax assets or liabilities were recorded in connection with the acquisition.

Note 13: Commitments and Contingencies

Commitments

The Company enters into various agreements with suppliers for the products it distributes. The Company had no long-term purchase commitments or arrangements with its suppliers as of ~~September~~December 3031, 2025, and June 30, 2025.

Litigation, Claims and Assessments

We are exposed to claims and litigations of varying degrees arising in the ordinary course of business and use various methods to resolve these matters. When a loss is probable, we record an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, we record the lowest amount in the estimated range of loss and, if material, disclose the estimated range of loss. We do not record liabilities for reasonably possible loss contingencies but do disclose a range of reasonably possible losses if they are material and we are able to estimate such a range. If we cannot provide a range of reasonably possible losses, we explain the factors that prevent us from determining such a range. Historically, adjustments to our estimates have not been material. We believe the recorded reserves in our condensed consolidated financial statements are adequate in light of the probable and estimable liabilities. We do not believe that any of these identified claims or litigation will be material to our results of operations, cash flows, or financial condition.

On August 8, 2024, a class action complaint, Feller v. Alliance Entertainment, LLC and DirectToU, LLC, was filed under the Video Privacy Protection Act (“VPPA”). The complaint alleges that the Company violated the VPPA by disclosing users’ personally identifiable information, as well as information regarding videos they viewed on the Company’s website, to Facebook through the use of Facebook Pixel. The Company is evaluating the claims and intends to defend against the allegations vigorously. At this time, the potential outcome or range of financial impact cannot be reasonably estimated.13

~~On June~~Table ~~6, 2024, Office Create Corporation filed a complaint against COKeM International Ltd. (“COKeM”) in the United States District Court for the District~~ of Minnesota alleging contributory trademark infringement, contributory false designation of origin and unjust enrichment relating to COKeM’s alleged distribution of a specific video game, Cooking Mama: Cookstar. Office Create Corporation is seeking damages of no less than $20,913,200, plus interest of 9% accruing from October 3, 2022. On August 29, 2024, COKeM filed a response denying all allegations. COKeM intends to vigorously defend the lawsuit. On September 12, 2024, COKeM filed a Third-Party Complaint against Planet Entertainment LLC and Steven Grossman asserting claims for indemnification and contribution. Mediation has been postponed. Office Create Corporation has filed an amended complaint impleading the former owner, chairman, CFO and SVP of Sales for COKeM seeking willful trademark infringement claims and civil conspiracy. Alliance filed an amended answer insofar as any new claims pertain to COKeM directly on March 12, 2025. The Amended Complaint is now seeking damages in excess of $35 million. The court did schedule a settlement conference for August 11, 2025 but Office Create Corporation cancelled it with no new date scheduled. COKeM has offered a settlement amount of $330,000 which has been rejected by Office Create Corporation. COKeM believes that Office Create Corporation is relying on case law that has been overturned and precedent that is not-binding in the 8th Circuit court. COKeM has some insurance coverage for this claim with their insurance carrier, CNA but the policy is capped at $2.5 million for all claims and also has to be shared with the VPPA class action claim(s) discussed below.Contents

Video Privacy Protection Act Matters. Beginning in August 2024, several putative class actions and related proceedings were filed against the Company and its subsidiary, DirectToU, LLC (“DirectToU”), in federal courts and arbitration alleging violations of the Video Privacy Protection Act (“VPPA”) and similar state laws. The complaints generally allege that the Company disclosed certain customer information and video viewing or purchasing data to third parties through the use of website tracking technologies.

In June 2025, the parties reached a settlement resolving the VPPA-related claims, subject to court approval. The settlement provides for a cash payment of $1.577 million to the class. The Company expects a portion of the settlement payment to be covered by insurance and, accordingly, recorded an insurance receivable of $1.377 million. The Company recorded a settlement liability of $1.577 million and the related insurance receivable during the three months ended September 30, 2025, and such amounts remained recorded in the Company’s condensed consolidated financial statements as of December 31, 2025.

The court granted preliminary approval of the settlement in October 2025. Final approval of the settlement remains pending. The Company believes the recorded accrual is adequate based on currently available information.

Office Create Litigation. On June 6, 2024, Office Create Corporation filed a civil action against COKeM International Ltd. (“COKeM”) in the United States District Court for the District of Minnesota alleging contributory trademark infringement, false designation of origin, unfair competition, unjust enrichment, and civil conspiracy arising from the alleged distribution of the video game Cooking Mama: Cookstar. Office Create seeks monetary damages, which it asserts exceed $40 million. No damages have been awarded.

COKeM has denied the allegations. COKeM filed a third-party complaint against Planet Entertainment LLC and its principal seeking indemnification and contribution. Default has been entered against those third-party defendants. In January 2026, Office Create dismissed its claims against Plaion, Inc. and Plaion GmbH pursuant to a confidential settlement agreement. The matter remains in discovery, with trial readiness scheduled for October 2026. The Company maintains insurance coverage that may apply to this matter, subject to policy limits and shared coverage provisions. At this time, the Company cannot reasonably estimate the amount or range of any potential loss, if any, associated with this matter, and no accrual has been recorded.

Sparkle Pop Matter. On June 9, 2025, Sparkle Pop, LLC filed an adversary proceeding against the Company in the United States Bankruptcy Court for the District of Maryland in the matter In re Diamond Comic Distributors, alleging theft of trade secrets and tortious interference with contractual relations. The Company has moved to dismiss the amended complaint, and that motion remains pending. The Company denies the allegations. At this time, the Company cannot reasonably estimate the amount or range of any potential loss associated with this matter, and no accrual has been recorded.

TCPA Demand. In November 2025, the Company received a demand letter asserting potential claims under the federal Telephone Consumer Protection Act against its subsidiary, DirectToU, LLC, relating to alleged marketing text messages. No complaint has been filed, and discussions between the parties are ongoing. At this time, the Company cannot reasonably estimate the amount or range of any potential loss associated with this matter, and no accrual has been recorded.

Other Matters

From time to time, the Company is involved in other legal and regulatory matters arising in the ordinary course of business.

In December 2024, DirectToU, LLC received a third-party tender of defense regarding a notice of alleged noncompliance with California Proposition 65 concerning a product supplied by a vendor and sold by the Company. The Company discontinued the product and tendered defense to the supplier, which has assumed responsibility for responding to the notice. The Company does not believe this matter is material.

In July 2025, the Company received a cease-and-desist letter alleging a breach of a contractual non-solicitation provision. The Company disputes the allegations, has responded to the correspondence, and has not filed any litigation. The Company does not believe this matter is material.

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Jonathan Hoang To v. DirectToU, LLC, United States District Court for the Northern District of California; Case No. 3:24-cv-06447; Douglas Feller, Jeffry Haise, and Joseph Mull v. Alliance Entertainment, LLC and DirectToU, LLC, United States District Court for the Southern District of Florida, Case No. 0:24-cv-61444; and Vivek Shah v. DirectToU, LLC, JAMS Arbitration, No. 5220006749.- On or about September 12, 2024, Jonathan Hoang To, who allegedly used the website www.deepdiscount.com; Douglas Feller and Jeffry Haise, who allegedly used the website www.ccvideo.com; Joseph Mull and Vivek Shah, who allegedly used the website www.moviesunlimited.com. The lawsuits also put at issue any other website owned or operated by Alliance Entertainment, LLC (“Alliance”) or one of its corporate affiliates, including the websites www.ccmusic.com and wowhd.co.uk. The lawsuits bring claims against DirectToU, LLC (“DirectToU”) and/or Alliance, alleging a violation of the Video Privacy Protection Act (“VPPA”) related to the alleged collection of, and alleged disclosure to Meta and other third parties, including data brokers, of alleged private information and user data regarding a user’s account information and video viewing/purchasing history from the respective Websites. Plaintiff Hoang To also alleges violations of California’s state VPPA equivalent, as well as violations of California’s Unfair Competition Law. DirectToU and Alliance dispute the allegations and will defend the lawsuits vigorously. The parties in the Hoang To matter have reached a settlement with respect to all potential class members. The settlement agreement has been submitted to the court for approval, slated for December 15, 2024. An approved settlement would cover the class members covered by the Feller matter, rendering such litigation moot. A motion to stay the Feller matter pending court approval of the settlement in Hoang To has been filed and granted. Counsel for the Feller parties filed a motion to intervene and stay the settlement in Hoang, which motions were rejected. The parties await final settlement approval. The settlement was rejected by the court and the court has mandated the parties initiate discovery with respect to third-party data collection. The Alliance parties have filed a reply memorandum in support of its motion to compel arbitration on April 28, 2025. The parties reached a new settlement on June 12, 2025, whereby COKeM will pay to the class a settlement amount of $1.577 million and COKeM’s insurance carrier CNA has approved to cover their part of the settlement amount. COKeM will have an estimated receivable of $1.377 million. The Company had accrued for the liability and the receivables from CNA on the balance sheet for the three months ending September 30, 2025. The court granted preliminary approval of the settlement in October 2025.

Balabbo v Abysse America, Inc., Target Corporation, DirectToU, LLC (Prop 65): On or about December 11, 2024, DirectToU received a tender of defense from Target Corporation citing a possible violation of California Proposition 65 for a product sold by DirectToU allegedly containing lead. The product in question was supplied to Alliance by Abysse America. Alliance/DTU have tendered defense to Abysse. Abysse has engaged counsel to respond to the Prop 65 Violation Notice. At this time, Alliance/DTU have discontinued the product, but have documentation supplied by Abysse showing that the product was properly tested and was within allowable thresholds for lead and other substances.

Algomus v. Alliance: Alliance received a cease and desist notice from Algomus on July 24, 2025, alleging that Alliance breached a non-solicitation provision of a Master Services Agreement between the parties when Alliance agreed to become the Category Advisor for Walmart. Alliance responded to the letter on August 8, 2025, asserting that Algomus’s position lacks merit. Alliance had been conducting business with Walmart prior to the Master Services Agreement, and Algomus and Walmart’s relationship is not governed by the language of the non-solicitation provision. There has been no further litigation activity since the letter was issued.

On June 9, 2025, Sparkle Pop, LLC v. Alliance Entertainment Holding Corporation and Alliance Entertainment. LLC (U.S. Bankruptcy Court for MD-In Re Diamond Comic Distributors “DCD”): Sparkle Pop has sued the Alliance entities in bankruptcy court alleging theft of trade secrets and tortious interference with contracts arising out of Alliance’s successful bid and subsequent termination of the Asset Purchase Agreement in the DCD bankruptcy matter. Alliance brought a motion to dismiss the original complaint with prejudice, but during the pendency of the motion plaintiff filed an Amended Complaint. Alliance has filed a motion to dismiss the Amended Complaint.

Note 14: Related Party Transactions

GameFly Holdings, LLC

On February 1, 2023, ~~Alliance~~the Company entered into a Distribution Agreement (the “Agreement”) with GameFly Holdings, LLC, (“GameFly”), a customer owned by the Company’s principal stockholders. ofThe ~~Alliance,~~Agreement is effective from February 1, 2023, through March 31, 2028., and Atthereafter ~~the~~continues ~~end~~on ofan ~~such~~indefinite ~~term,~~basis ~~the Agreement~~unless ~~continues~~terminated ~~indefinitely~~by ~~until~~ either party ~~provides~~upon ~~the other party with~~ six~~-month~~ ~~advance notice to terminate the Agreement. Alliance did not recognize any distribution revenue under this Agreement during the three~~ months’ ~~ended~~prior ~~September~~written ~~30, 2025, or 2024~~notice.

~~During~~The Company did not recognize any distribution revenue under the Agreement during the three or six months ended ~~September~~December 3031, 2025 or 2024. During the three months ended December 31, 2025 and 2024, the Company ~~had~~recognized sales to GameFly ~~Holdings,~~of ~~LLC~~approximately $0.7 ofmillion and $0.878 million, respectively. During the six months ended December 31, 2025 and $02024, sales to GameFly totaled approximately $1.6 million for ~~respectively~~each respective period. Sales to GameFly were conducted on terms consistent with those offered to third-party customers.

As of ~~September~~December 3031, 2025, and June 30, 2025, the Company had receivables, net, from GameFly ~~Holdings, LLC.~~ of approximately $0.66 2 million and $0.50 2 million, respectively, ~~recorded~~which ~~within~~are included in other receivables, net, on the condensed consolidated balance sheets.

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Ogilvie Loans

On July 3, 2023, the Company entered into a $17 .0 million line of credit ~~(the “Ogilvie Loan”)~~ with Bruce Ogilvie, a principal stockholder. ~~Initial borrowings amounted to $10 million on that date, followed by an additional $5 million on July 10, 2023. These sums were repaid on July 26, 2023. On August 10, 2023,~~ (the ~~Company accessed the~~ “Ogilvie Loan ~~for the full $17 million, repaying $7 million on August 28, 2023~~”). ~~Further~~The ~~transactions occurred on September 14, 2023, with the~~ Company ~~borrowing~~made ofand ~~$7 million,~~ repaid ~~on September~~ ~~28,~~various ~~2023.~~short-term Onborrowings ~~October~~under ~~10, 2023, an additional $7 million was borrowed and repaid on October 18th, 2023. As of September 30, 2025,~~ the ~~outstanding~~ ~~balance on the~~ Ogilvie Loan ~~was~~through ~~$10~~October ~~million~~2023. The Ogilvie Loan ~~matures~~would have matured on December 22, 2026, and ~~bears~~bore interest at ~~the~~a rate of ~~the~~equal to 30-day SOFR plus 5.0%. Interest expenses for the three months ended September 30, 2025, and 2024 were $0.24 million and $0.27 million, respectively. The interest rates as of September 30, 2025, and 2024, were 9.24% and 10.3%, respectively.

In connection with the Company’s entry into an asset-based revolving credit facility with Bank of America on October 1, 2025, the Company repaid the outstanding balance of $10.0 million under the Ogilvie Loan in full. As a result, there were no amounts outstanding under the Ogilvie Loan as of December 31, 2025.

Interest expense related to the Ogilvie Loan was zero for the three months ended December 31, 2025, as no borrowings were outstanding during that period. Interest expense related to the Ogilvie Loan for the three months ended December 31, 2024 was approximately $0.26 million. Interest expense for the six months ended December 31, 2025 and 2024 was approximately $0.24 million and $0.53 million, respectively.

B&D Capital Partners, LLC

~~During the fiscal year ended June 30, 2024, the Company entered into a financial advisory agreement with~~ B&D Capital Partners, LLC (“BDCP”)~~. W.~~ ~~Tom~~is ~~Donaldson~~a ~~III,~~financial aadvisory ~~director~~firm ofwhose ~~the~~parent company, is amajority ~~managing~~owned ~~partner~~by ~~and~~W. aTom ~~principal~~Donaldson ~~equity~~III, a ~~holder~~member of ~~Blystone & Donaldson,~~ the ~~parent~~ ~~company~~Company’s board of ~~BDPC~~directors. ~~The~~During ~~agreement,~~the ~~dated~~fiscal ~~July~~year 28ended June 30, ~~2023~~2024, ~~engaged~~the ~~BDCP~~Company aspaid aBDCP ~~non-exclusive~~approximately ~~financial~~$1.8 million ~~advisor~~in toadvisory ~~assist~~fees ~~the Company~~ in ~~issuing~~ ~~privately~~connection ~~held~~with ~~debt~~the ~~securities~~Company’s ~~and~~former ~~related~~credit ~~transactions.~~facility ~~BDCP~~with isWhite ~~owned~~Oak byCommercial ~~Blystone & Donaldson~~Finance, LLC, ~~and Mr. Donaldson, an~~which ~~independent~~were ~~director~~capitalized ofas ~~the~~deferred ~~Company,~~financing ~~is a principal of BDCP~~costs.

~~Under~~The ~~the~~White ~~terms~~Oak ofcredit ~~the~~facility ~~agreement,~~was ~~BDCP~~repaid ~~provided~~in ~~financial~~full ~~advisory services, including the review of confidential information, identification~~ and ~~engagement~~terminated ofon ~~potential~~October ~~transaction parties~~1, ~~and assistance with investor presentations~~2025. During the three and six months ~~ending~~ ~~September~~ended ~~30,~~December 31, 2025, ~~and 2024,~~ the Company did not incur any related -party fees with BDCP.; ~~For~~however, ~~the~~upon ~~fiscal~~termination ~~year~~of ~~ended~~the ~~June 30~~facility, ~~2024,~~ the Company ~~paid BDCP approximately~~ expensed $1.8 6 million, ~~which~~of ~~included~~the anremaining ~~advisory~~unamortized ~~fee~~deferred ~~equal~~financing tocosts ~~1.5% of~~associated ~~the~~with ~~gross~~that ~~proceeds~~facility. ~~from~~No ~~transactions~~amounts ~~involving~~were ~~White~~payable ~~Oak~~to ~~Commercial~~BDCP ~~Finance~~as of December 31, ~~LLC~~2025.

Note 15: Leases

The Company leases offices, warehouses, computer equipment, and vehicles. Certain leases include options to renew, which may extend the lease term from ~~one~~ 1 to 13 years. The decision to exercise renewal options is at the Company’s sole discretion and is included in the lease term when it is reasonably certain that the option will be exercised.

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Leasehold improvements and assets are depreciated over the shorter of their useful life or the lease term unless the lease includes a purchase option or title transfer that is reasonably certain to occur.

Our lease agreements do not include material residual value guarantees or restrictive covenants. Lease payments generally include fixed payments, with some leases requiring variable payments. These variable payments typically cover the Company’s proportionate share of property taxes, insurance, and common area maintenance and are recognized as incurred rather than being included in the lease liability.

On the condensed consolidated ~~condensed~~ balance sheet, operating leases are reflected in “Operating Lease Right-of-Use Assets, Net,” “Current Portion of Operating Lease Obligations,” and “Operating Lease Obligations, Non-Current.” Finance leases are included under “Property & Equipment, Net,” “Current Portion of Finance Lease Obligations,” and “Finance Lease Obligations, Non-Current.

The extended lease term will result in continued amortization of the ROU asset over the remaining lease period, with the associated lease liabilities being remeasured in accordance with ASC 842, Leases. The Company will continue to amortize the ROU asset in line with the revised lease terms and conditions, reflecting the financial impact of the extension in future periods.

Components of lease expense were as follows for the three and six months ending December 31, 2025, and 2024:

Schedule of Components of Lease Expense

	Three Months		Three Months		Six Months		Six Months
	Ended		Ended		Ended		Ended
	December 31,		December 31,		December 31,		December 31,
Lease Cost ($ in thousands)	2025		2024		2025		2024
Finance Lease Cost:
Amortization of Right of Use Assets		372		364		744		743
Interest on lease liabilities		75		130		164		272
Capitalized Operating Lease Cost		1,069		1,062		2,134		2,123
Short – Term Lease Cost		19		20		40		30
Variable Lease Cost		185		264		469		506
Total Lease Cost		1,720		1,840		3,551		3,674

Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases		-		-		-		-
Operating cash flows from Capitalized Operating leases		1,050		559		2,077		1,357
Financing cash flows from finance leases		760		709		1,506		1,421

	December 31, 2025			June 30, 2025
Right of use assets obtained in exchange for new operating lease liabilities		57			-
Net Right of use asset remeasurement		(22	)		-

Weighted average remaining lease term - finance leases (in Years)		1.08			1.58
Weighted average remaining lease term - operating leases (in Years)		5.04			5.52
Weighted average discount rate - finance leases		7.1	%		7.1	%
Weighted average discount rate – Capitalized operating leases		5.7	%		5.7	%

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~~Components~~Maturities of ~~lease~~operating ~~expense~~and ~~were~~finance aslease ~~follows~~liabilities ~~for~~as ~~the~~of ~~three~~December ~~months ending September 30~~31, 2025, ~~and~~are ~~2024~~as follows:

Schedule of Components of Lease Expense

	Three Months Ended			Three Months Ended
	September 30, 2025			September 30, 2024
Lease Cost ($ in thousands)
Finance Lease Cost:
Amortization of Right of Use Assets	$	372		$	18
Interest on lease liabilities		89			—
Operating Lease Cost		1,064			1,061
Short - Term Lease Cost		21			11
Variable Lease Cost		284			240
Total Lease Cost	$	1,830		$	1,330
Other Information ($ in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	-		$	0.1
Operating cash flows from operating leases	$	1,027		$	798
Financing cash flows from finance leases	$	746		$	19
Right of use assets obtained in exchange for new finance lease liabilities	$	-		$	7,161
Right of use assets obtained in exchange for new operating lease liabilities	$	-		$	-
Net Right of use asset remeasurement		-			-
Weighted average remaining lease term - finance leases (in Years)		1.33			0.1
Weighted average remaining lease term - operating leases (in Years)		5.68			6.3
Weighted average discount rate - finance leases		7.06	%		3.1	%
Weighted average discount rate - operating leases		5.28	%		5.7	%

Maturities of operating and finance lease liabilities as of September 30, 2025 are as follows:

($ in thousands)	Operating Leases			Finance Leases
Remaining in fiscal 2026	$	32,~~196~~149		$	21,~~505~~670
2027		4,~~154~~160			1,987
2028		4,~~232~~249			-
2029		4,~~352~~362			-
2030		4,~~494~~493			-
Thereafter		2,~~679~~680			-
Total Lease Payments		2322,~~107~~093			43,~~492~~657
Less Imputed Interest		(32,~~188~~917	)		(~~232~~157	)
Present Value Obligation		19,~~919~~176			43,~~260~~500
Short-term Liability		3,~~268~~299			3,~~133~~180
Total	$	1615,~~651~~877		$	~~1,127~~320

Finance ROU leases are recorded in Property and Equipment, net on the condensed consolidated balance sheets.

	September 30, 2025			June 30, 2025
	December 31, 2025			June 30, 2025
Cost	$	13,841		$	13,831
Additions		-			10
Accumulated Depreciation		(34,~~775~~147	)		(3,403	)
Net Book Value	$	109,~~066~~694		$	10,438

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Note 16: Merger

As disclosed in Note 1, on February 10, 2023, the Company completed the Merger with Alliance and a Merger Sub, resulting in the Company becoming a publicly traded company. While Adara was the legal acquirer in the Merger, for financial accounting and reporting purposes under U.S. GAAP, Legacy Alliance was the accounting acquirer, and the Merger was accounted for as a “reverse recapitalization.” A reverse recapitalization (i.e., a capital transaction involving the exchange of stock by Alliance for Legacy Alliance’s stock) does not result in a new basis of accounting, and the consolidated financial statements of the combined entity represent the continuation of the consolidated financial statements of Legacy Alliance. Accordingly, the consolidated assets, liabilities, and results of operations of Legacy Alliance became the historical consolidated financial statements of the combined company, and Alliance’s assets, liabilities and results of operations were consolidated with Legacy Alliance beginning on the acquisition date. Operations prior to the Merger are presented as those of Legacy Alliance in future reports. The net assets of Alliance were recognized at historical cost (which was consistent with carrying value), with no goodwill or other intangible assets recorded.

At the closing of the Merger, each of the then issued and outstanding shares of Alliance common stock were cancelled and automatically converted into the right to receive the number of shares of Alliance common stock equal to the exchange ratio (determined in accordance with the Business Combination Agreement). The Company’s 900 shares of previously outstanding common stock were exchanged for 47,500,000 shares of Class A Common Stock. In addition, the treasury stock was cancelled. This change in equity structure has been retroactively reflected in the financial statements for all periods presented.

The following table summarizes the shares of Class A outstanding following consummation of the Merger:

Schedule of Consummation of Merger

Alliance Public Shares			167,170
Alliance Sponsor Shares			1,500,000
Legacy Alliance Shares			47,500,000
Total Shares of Common Stock Outstanding after Merger			49,167,170

Up to 60 million additional Class E shares may be issued to the Legacy Alliance shareholders at no cost based on future performance of the company’s stock price, and 9.9 million warrants (Class A) that can be exercised for common shares at $11.50 per share (See Note 21). The 60 million Class E shares are set aside in an escrow account as additional consideration contingent on triggering events occurring within 10 years after the Merger. Upon reaching the following triggering events, the Class E shares will be released from the escrow account to the three major shareholders, and converted to Class A shares on a 1:1 basis:

● If the stock price increases to $20 per share within 5 years, 20 million Class E shares will be released. ● If the stock price increases to $30 per share within 7 years, 20 million Class E shares will be released. ● If the stock price increases to $50 per share within 10 years, 20 million Class E shares will be released.

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	●	If the stock price increases to $30 per share within 7 years, 20 million Class E shares will be released.

	●	If the stock price increases to $50 per share within 10 years, 20 million Class E shares will be released.

Each share of Class A and Class E common stock has one vote, and the common shares collectively will possess all voting power and will have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Since the Class E shares are subject to vesting conditions and meet the contingent exercise and settlement provisions to be considered indexed to the Company’s stock, they are accounted for as equity instruments, and are reflected as a reduction of retained earnings, at their fair value on the date of the Merger.

During the fiscal year ended June 30, 2023, the Company incurred total transaction costs of approximately $5.0 million, including legal, financial advisory and other professional fees related to the Merger, which was recorded as an expense as the transaction costs exceeded the proceeds received in the Merger.

In connection with the Merger, the Company’s 2023 Omnibus Equity Incentive Plan (the “2023 Plan”) became effective. The 2023 Plan is a comprehensive incentive compensation plan under which the Company can grant equity-based and other incentives awards to based officers, employees, and directors of, and consultants and advisers to, Alliance and its subsidiaries. The Company has reserved a total of 600,000 shares of Class A common stock for issuance as or under awards to be made under the 2023 Plan. To the extent that an award lapses, expires, is cancelled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its holder terminate, any common stock subject to such award shall again be available for the grant of a new award. The 2023 Plan shall continue in effect, unless sooner terminated, until the tenth anniversary of the date on which it is adopted by the Board of Directors (except as to awards outstanding on that date), and the Board of Directors in its discretion may terminate it at any time with respect to any shares for which awards have not theretofore been granted, provided certain conditions are met, in accordance with the 2023 Plan. The price at which a share may be purchased upon exercise of a share option shall be determined by the Plan Committee; provided, however, that such option price (i) shall not be less than the fair market value of a share on the date such share option is granted, and (ii) shall be subject to adjustment as provided in the 2023 Plan. On November 7, 2024, the Company’s stockholders approved an amendment to the 2023 Plan to increase the number of shares of Class A common stock for issuance as or under awards to be made under the 2023 Plan to 1,000,000 shares. As of ~~September~~December 3031, 2025, ~~564~~622,~~400~~550 shares were awarded under the 2023 Plan.

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Note 17: Asset Purchase

On December 17, 2024, the Company completed an asset purchase from Bensussen Deutsch & Associates, LLC, “an unrelated third party” for a total cash consideration to the seller of $7,551,000. The asset purchase included inventory, tooling equipment, and a trademark.

The allocation of the purchase price was as follows:

($ in thousands)
Inventory	$	753
Property and Equipment, tooling		124
Prepaid Assets		2
Accrued Liability		(25	)
Total Identifiable net assets (liabilities)		854
Total Identifiable net assets		854
Intangible assets (Trademark) (including capitalized costs)		6,800
Total Purchase Price (allocated)	$	7,654
Total Cash Consideration Paid to Seller	$	7,551
Capitalized Acquisition Costs (Legal and Shipping fees)		103

The acquired intangible asset represents a trademark associated with the Company’s recently acquired product line, Handmade by Robots. The trademark is determined to have an indefinite useful life and will not be amortized. Instead, it will be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired, in accordance with ASC 350 (Intangibles – Goodwill and Other).

~~For the three months ended September 30, 2025, and 2024, there was no impairment recorded.~~18

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For the three and six months ended December 31, 2025, and 2024, there was no impairment recorded.

Inventory was recorded at its estimated fair value on the acquisition date and is expected to be sold within 18 months. Acquisition-related costs of $103 thousand, consisting of capitalized legal and shipping fees, included in the value of the intangible asset in accordance with ASC 805 -50-30-1. As a result, the total allocated purchase price, including capitalized costs, is $7.7 million.

Note 18: Reclassification of Private Warrants to Public Warrants

Reclassification from Liability to Equity

During the ~~fiscal~~six ~~year~~months ended ~~June~~December 3031, ~~2025~~2024, certain shareholders of the Company sold private warrants to third parties who were not deemed “permitted transferees” under the terms of the Warrant Agreement. In accordance with the Warrant Agreement, upon such a sale, the private warrants became subject to the same redemption provisions as the Company’s public warrants.

As a result of this change in terms, the affected warrants, which had previously been accounted for as a liability, were reclassified to equity. Accordingly, the Company reclassified approximately 769,000 warrants with a carrying value of $0.5 million from warrant liabilities to paid-in capital during fiscal 2025. This reclassification had no impact on the Company’s condensed consolidated statements of operations or cash flows. Prior period balances were not restated (See Note 21).

Note 19: Stock-Based Compensation:

As part of the Merger on February 10, 2023, 600,000 shares were authorized for a one-time employee stock plan. The compensation committee approved 463,800 shares of restricted stock awards to employees on June 15, 2023. The shares fully vest on October 4, 2023. The company does not have an annual stock-based compensation plan.

19In September 2024, the Company’s Board approved, subject to stockholder approval, an amendment to the 2023 Plan to increase the number of shares authorized for issuance thereunder by 400,000 shares of Class A common stock, bringing the total reserved under the 2023 Plan to 1,000,000 shares of Class A common stock. On November 7, 2024, the Company’s stockholders approved the amendment to the 2023 Plan.

~~Table~~During the three months ended December 31, 2025, the Company granted restricted stock awards to certain employees pursuant to employment offer letters executed in December 2025. Although the employment offer letters reference a December 31 grant date, the Company determined that, for accounting purposes under ASC 718, the grant date was January 1, 2026, as this was the date on which all requisite terms of ~~Contents~~the awards were finalized, requisite approvals were obtained, and the employees commenced service. Accordingly, the fair value of these awards was measured as of January 1, 2026, and stock-based compensation expense is recognized over the requisite service period beginning on that date.

In ~~September~~connection ~~2024~~with awards granted, the Company’s ~~Board~~recognized ~~approved,~~$0.1 ~~subject~~million toand ~~stockholder~~$0 ~~approval,~~in anstock-based ~~amendment~~compensation toexpense during the ~~2023~~three- ~~Plan~~and tosix-month ~~increase the number~~periods ofending ~~shares~~December ~~authorized for issuance thereunder by 400~~31,~~000~~ ~~shares of Class A common stock~~2025, ~~for~~and aDecember ~~total amount reserved under the 2023 Plan of 1~~31,~~000,000~~ ~~shares of Class A common stock. On November 7,~~ 2024, ~~the Company’s stockholder approved the amendment to the 2023 Plan~~respectively.

In connection with awards granted, the Company recognized $0.03 million and $0 in stock-based compensation during the three months ending September 30, 2025, and September 30, 2024, respectively.

Note 20: Impact of Warrant Liabilities on Earnings Per Share (EPS)

Certain outstanding warrants issued by the Company are classified as liabilities in accordance with ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, due to specific terms that require them to be remeasured at fair value at each reporting date. Changes in fair value are recognized as a non-cash gain or loss in the condensed consolidated statements of operations, which resulted in fluctuations in the Company’s reported net income and earnings per share (EPS).

During the three and six months ending ~~September~~December 3031, 2025, and 2024, the Company recorded a loss of $10.9 million, and $2.5 million, respectively and a$2.3 ~~loss~~million ofand $02.046 million, respectively, related to the fair value measurement of warrant liabilities, primarily due to changes in the market price of our common stock and the volatility assumptions used in the valuation model. Reported EPS was negatively impacted by $0.02 for the three months ended December 31, 2025 and by $0.05 for the three months ended December 31, 2024. For the six months ended December 31, 2025 and 2024, reported EPS was negatively impacted by $0.05 per share in each period.

The fair value of the warrant liabilities at ~~September~~December 3031, 2025, and June 30, 2025, was $23.1 0 million and $0.6 million, respectively, and is recorded under warrant liabilities on the condensed consolidated balance sheets.

Investors should note that the remeasurement of warrant liabilities is a non-operational, non-cash item. Future changes in fair value will continue to be recorded in earnings until the warrants are either exercised, transferred to public warrants or expire. Additional details on the fair value assumptions and measurement techniques are provided in Note 22 – Fair Value.

Note 21: Warrants

At ~~September~~December 3031, 2025, and June 30, 2025, there were 6,519,083 Public Warrants, 3,357,667 Private Placement Warrants, and 43,340 Representatives Warrants issued and outstanding, each exercisable to purchase one share of Class A common stock at an exercise price of $11.50 (the “Warrants”).

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The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant. It will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the Warrants is then effective. A prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. Additionally, no warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants.

The Company filed with the SEC on April 11, 2023, its registration statement covering the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. The registration, as amended, became effective June 29, 2023.

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Public Warrants:

The Public Warrants qualify for the derivative scope exception under ASC 815 and are therefore classified as equity on the consolidated balance sheets. They may only be exercised for a whole number of shares. The Public Warrants are currently exercisable at $11.50 per share and will expire five years after the completion of the Merger or earlier upon redemption or liquidation. The Company may redeem for cash the outstanding Public Warrants:

	●	in whole and not in part.

	●	at a price of $0.01 per Public Warrant.

	●	upon not less than 30 days’ prior written notice of redemption after the warrants become exercisable to each warrant holder; and

	●	if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30-trading day period commencing once the Public Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right.

Even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger, or consolidation. However, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants.

Private Placement Warrants:

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering but are classified as liabilities on the condensed consolidated balance sheet as they are not considered indexed to the company’s own stock. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants as described above.

Representative Warrants

The Company issued Representative Warrants, for minimal consideration to ThinkEquity, a division of Fordham Financial Management, Inc. (and/or its designees), in a private placement simultaneously with the closing of Alliance’s initial public offering, which are also classified as liabilities on the condensed consolidated balance sheet. The Representative Warrants are identical to the Private Warrants except that so long as the Representative Warrants are held by ThinkEquity (and/or its designees) or its permitted transferees, the Representative Warrants (i) will not be redeemable by the Company, (ii) may be exercised by the holders on a cashless basis, (iii) are entitled to registration rights and (iv) are not exercisable more than five years from the effective date of the Merger.

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Note 22: Fair Value

The Company complies with the provisions of ASC 820, Fair Value Measurements, for its financial and non-financial assets and liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis.

The Company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. The company categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety.

21As of December 31, 2025 and June 30, 2025, the Company has classified the Private Placement Warrants and the Representative Warrants as Level 3 fair value measurements. Management evaluates a variety of inputs and then estimates fair value based on those inputs. As discussed below, the Company utilized the Black Scholes Model in valuing the Private Placement Warrants and Representative Warrants.

~~Table~~The estimated fair value of ~~Contents~~cash, trade receivables, accounts payable, accrued expenses and other current liabilities are based on Level 1 inputs as the fair values approximate carrying amounts as of December 31, 2025, and June 30, 2025, based on the short-term nature and maturity of these instruments.

AsThe estimated fair values of ~~September~~subordinated ~~30,~~shareholder ~~2025~~debt and ~~June~~the ~~30,~~credit ~~2025~~facility is based on Level 2 inputs, ~~the~~which ~~Company~~consist ~~has~~of ~~classified~~interest rates ~~the~~that ~~Private~~are ~~Placement~~currently ~~Warrants~~available ~~and~~to the ~~Representative~~Company ~~Warrants~~for ~~as Level~~issuance 3of ~~fair~~debt ~~value~~with ~~measurements.~~similar ~~Management~~terms ~~evaluates~~and aremaining ~~variety~~maturities. As of ~~inputs~~December 31, 2025, and ~~then~~June ~~estimates~~30, 2025 the estimated fair value ~~based~~of onthe ~~those~~Company’s ~~inputs.~~short Asand ~~discussed below,~~long-term ~~the~~debt ~~Company~~approximates ~~utilized~~it ~~the~~carrying ~~Black~~value ~~Scholes~~due ~~Model~~to market ininterest ~~valuing~~rates ~~the~~charged ~~Private~~on ~~Placement~~such ~~Warrants~~debt ~~and~~or ~~Representative~~their ~~Warrants~~short-term maturities.

The estimated fair value of cash, trade receivables, accounts payable, accrued expenses and other current liabilities are based on Level 1 inputs as the fair values approximate carrying amounts as of September 30, 2025, and June 30, 2025, based on the short-term nature and maturity of these instruments.

The estimated fair values of subordinated shareholder debt and the credit facility is based on Level 2 inputs, which consist of interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities. As of September 30, 2025, and June 30, 2025 the estimated fair value of the Company’s short and long-term debt approximates it carrying value due to market interest rates charged on such debt or their short-term maturities.

The Company recomputes the fair value of the Private and the Representative Warrants at the issuance date and the end of each quarterly reporting period. Such value computation includes subjective input assumptions that are consistently applied each period. If the Company were to alter its assumptions or the numbers input based on such assumptions, the resulting fair value could be materially different.

The Company utilized the following assumptions to estimate fair value of the Private Warrants and Representative Warrants as of:

	September 30,			June 30,
	December 31,			June 30,
	2025			2025
Stock Price	$	68.8108		$	3.77
Exercise price per share	$	11.50		$	11.50
Risk-free interest rate		335.546	%		3.63	%
Expected term (years)		2.3611			2.62
Expected volatility		373.742	%		47.1	%
Expected dividend yield		-			—
Warrants and rights outstanding measurement input		-			—

The significant assumptions using the Lattice model approach for valuation of the Private Placement Warrants and Representative Warrants were determined in the following manner:

	(i)	Risk-free interest rate: the risk-free interest rate is based on the U.S. Treasury rate with a term matching the time to expiration.

	(ii)	Expected term: the expected term is estimated to be equivalent to the remaining contractual term.

	(iii)	Expected volatility: expected stock volatility is based on daily observations of the Company’s historical stock value and implied by market price of the Public Warrants, adjusted by guideline public company volatility.

	(iv)	Expected dividend yield: expected dividend yield is based on the Company’s anticipated dividend payments. As the Company has never issued dividends, the expected dividend yield is 0%, and this assumption will be continued in future calculations unless the Company changes its dividend policy.

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The table below presents the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy as follows (in thousands)

As of September 30, 2025

As of December 31, 2025

Total

Level 1

Level 2

Level 3

Private Placement and Representative Warrants

2,~~109~~959

	As of June 30, 2025
	Total		Level 1		Level 2		Level 3
Private Placement and Representative Warrants	$	646	$	—	$	—	$	646

The table below presents the change in the number and fair value of the Private and Representative Warrants for the period ended December 31, 2025, and December 31, 2024 (in thousands, except the number of shares)

	Private Warrants				Representative Warrants				Total
	Shares		Value		Shares		Value		Shares		Value
June 30, 2025		3,356,767	$	638		43,340	$	8		3,401,007	$	646
Exercised		-		-		-		-		-		-
Change in value		-	$	1,444		-		19		-	$	1,463
September 30, 2025		3,356,767	$	2,082		43,340	$	27		3,401,007	$	2,109
Exercised		-		-		-		-		-		-
Change in value		-	$	839		-	$	11		-	$	850
December 31, 2025		3,356,767	$	2,921		43,340	$	38		3,401,007	$	2,959

	Private Warrants						Representative Warrants						Total
	Shares			Value			Shares			Value			Shares			Value
June 30, 2024		4,120,000		$	244			50,090		$	3			4,170,090		$	247
Exercised		-			-			-			-			-			-
Change in value		-		$	41			-			-			-		$	41
September 30, 2024		4,120,000		$	285			50,090		$	3			4,170,090		$	288
Exercised		-			-			-			-			-			-
Change in classification from Private to Public		(762,333	)		(450	)		(6,750	)		(4	)		(769,083	)		(454	)
Change in value		-		$	2,509			-		$	36			-		$	2,545
December 31, 2024		3,357,667		$	2,344			43,340		$	35			3,401,007		$	2,379

Note 23: Business Combinations - Endstate

On December 31, 2025, Alliance Entertainment Holding Corporation (the “Company”), through a wholly owned subsidiary, completed the acquisition of substantially all of the assets of Endstate (the “Acquisition”). The Acquisition was accounted for as a business combination under ASC 805, Business Combinations.

The Acquisition was completed to enhance the Company’s technology capabilities and expand its digital and direct-to-consumer product offerings. Because the Acquisition closed on December 31, 2025, the results of Endstate’s operations were not included in the Company’s condensed consolidated results of operations for the period ended December 31, 2025.

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~~The~~Purchase table below presents the change in the number and fair value of the Private and Representative Warrants for the period ended September 30, 2025, and September 30, 2024 (in thousands, except the number of shares)Consideration

~~Schedule~~The oftotal ~~Change~~consideration transferred in ~~Number~~connection ~~and~~with ~~Fair~~the ~~Value~~Acquisition ofwas ~~Private~~$7.9 ~~and~~million, ~~Representative~~which ~~Warrants~~consisted of the following (in thousands):

	Private Warrants				Representative Warrants				Total
	Shares		Value		Shares		Value		Shares		Value
June 30, 2025		3,356,767	$	638		43,340	$	8		3,401,007	$	646
Exercised		-		-		-		-		-		-
Change in value		-		1,444		-		19		-		1,463
September 30, 2025		3,356,767	$	2,082		43,340	$	27		3,401,007	$	2,109

Schedule of Purchase Consideration

	Private Warrants				Representative Warrants				Total
	Amount
	Shares		Value		Shares		Value		Shares		Value
Cash paid at closing	$	1,150
June 30, 2024		4,120,000	$	244		50,090	$	3		4,170,090	$	247
Deferred payment payable one year after closing		1,300
Exercised		-		-		-		-		-		-
Fair value of contingent consideration		5,500
Change in value		-		41		-		-		-		41
Total consideration transferred	$	7,950
September 30, 2024		4,120,000	$	285		50,090	$	3		4,170,090	$	288

~~Note~~Certain ~~23:~~payments ~~Subsequent~~to ~~Events~~the founders, including guaranteed payments and sign-on bonuses that were not contingent on continued employment, were determined to represent consideration transferred in exchange for the acquired business and were included in purchase consideration. Payments contingent on continued employment were excluded from purchase consideration and will be recognized as compensation expense over the requisite service period.

OnPreliminary ~~October~~Purchase 1,Price 2025, the Company refinanced its asset-based lending facility with White Oak Commercial Finance, LLC and entered into a new five year $120 million senior secured revolving credit facility with Bank of America, N.A. Borrowings under the Revolving Credit Facility bear interest at, at the Company’s option, (i) a base rate (the greatest of (a) the Bank of America, N.A. prime rate, (b) the federal funds effective rate plus 0.50% or (c) the one-month term SOFR rate plus 1.0%), which shall not be less than 1.0%, plus a margin of 0.50% from the Effective Date until the end of March 2026 and 0.625% thereafter, or (ii) (x) the one-month term SOFR rate, which shall not be less than 0.0% or (y) the daily simple SOFR rate, which shall not be less than 0.0%, in each case, plus a margin of 1.50% from the Effective Date until the end of March 2026 and 1.625% thereafter. The agreement includes certain covenants, including financial maintenance provisions and reporting requirements.Allocation

~~Proceeds~~The ~~from~~allocation ~~the~~of ~~initial borrowings were used to repay in full all outstanding obligations under~~ the ~~Company’s~~purchase ~~prior~~consideration ~~credit~~is ~~facility~~preliminary ~~with White Oak Commercial Finance, LLC~~ and subject to ~~fully~~adjustment ~~repay~~during the ~~$10~~measurement ~~million~~period ~~subordinated~~as ~~loan from~~ the ~~Bruce~~Company ~~Ogilvie, Jr. Trust dated January~~finalizes ~~20,~~its ~~1994.~~valuation ~~These~~of ~~repayments~~acquired ~~extinguished~~assets ~~all related obligations,~~ and noassumed ~~prepayment penalties or termination fees were incurred~~liabilities. ~~Additional details~~The ~~regarding~~preliminary ~~this~~allocation ~~transaction~~of ~~are included in~~ the ~~Company’s~~consideration ~~Current~~transferred ~~Report~~is onas ~~Form~~follows ~~8-K filed October 2, 2025.~~(in thousands):

~~Management~~ Schedule ~~evaluated~~of ~~subsequent events through the date these condensed consolidated financial statements were issued and determined that, other~~Preliminary ~~than~~Purchase ~~the~~Price ~~refinancing described above, no other subsequent events required adjustment to or disclosure herein.~~Allocation

Asset / (Liability)	Amount
Identifiable intangible assets:
Technology	$	1,550
Trademarks		800
Customer relationships		900
Total identifiable intangible assets		3,250
Goodwill		4,965
Net liabilities assumed		(265	)
Total consideration transferred	$	7,950

Identifiable intangible assets are being amortized on a straight-line basis over an estimated useful life of ten years.

Goodwill represents the excess of the consideration transferred over the estimated fair value of the identifiable net assets acquired and reflects expected synergies, future technology enhancements, and the assembled workforce. Goodwill is deductible through amortization over 15 years for income tax purposes.

Contingent Consideration

The Acquisition includes contingent consideration arrangements consisting of earnout payments based on future financial performance during the 2026 through 2028 periods.

The contingent consideration was recorded at an estimated fair value of $5.5 million as of the acquisition date and is included in accrued liabilities on the accompanying condensed consolidated balance sheets. The fair value was determined using a probability-weighted discounted cash flow model and includes significant unobservable inputs. Accordingly, the contingent consideration liability is classified as Level 3 within the fair value hierarchy.

Contingent consideration is remeasured at each reporting date, with changes in fair value recognized in earnings.

Acquisition-Related Costs

Transaction costs incurred in connection with the Acquisition were expensed as incurred and included in transaction costs.

Note 24: Subsequent Events

The Company evaluated subsequent events occurring through February 12, 2026, the date these condensed consolidated financial statements were issued (or available to be issued). Based on this evaluation, the Company identified the following non-recognized subsequent event that requires disclosure.

Home Entertainment License Agreement

On January 1, 2026, The Company, entered into an exclusive Home Entertainment License Agreement (the “AmazonMGM Agreement”) with Amazon MGM Studios Distribution (“Amazon MGM”). The AmazonMGM Agreement grants the Company exclusive rights to distribute certain Amazon MGM physical media titles, including DVD, Blu-ray, and UHD formats, in the United States and Canada.

Under the terms of the AmazonMGM Agreement, the Company will manufacture, distribute, and fulfill physical media products for Amazon MGM titles, while Amazon MGM retains responsibility for its digital media distribution. The AmazonMGM Agreement covers both newly released and catalog film and television titles.

The AmazonMGM Agreement is effective January 1, 2026. The AmazonMGM Agreement has an initial term of five years beginning January 1, 2026, unless earlier terminated in accordance with its terms. The Company evaluated this event under ASC 855, Subsequent Events, and determined that the AmazonMGM Agreement represents a non-recognized subsequent event. Accordingly, no adjustments were made to the Company’s consolidated financial statements as of and for the period ended.

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

The objective for the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is to provide information the Company’s management team believes is necessary to achieve an understanding of its financial condition and the results of business operations with particular emphasis on the Company’s future and should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto for the year ended June 30, 2025, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on September 10, 2025.

This analysis contains forward-looking statements concerning the Company’s performance expectations and estimates. Other than statements with historical context, commentary should be considered forward- looking and carries with it risks and uncertainties. See “Statement Regarding Forward-Looking Statements” and Part I, Item 1A. Risk Factors, of this Form 10-Q for a discussion of other uncertainties, risks and assumptions associated with these statements.

Alliance is a leading global wholesaler and distributor of collectibles, physical media, entertainment products, hardware, and accessories across various platforms. Employing an established multi-channel strategy, Alliance operates as the vital link between renowned international manufacturers of entertainment content and top-tier retail partners both domestically and internationally. With premier suppliers such as Universal Pictures, Warner Brothers Home Video, Walt Disney Studios, Sony Pictures, Lionsgate, ~~Paramount,~~ Universal Music Group, Sony Music, Warner Music Group, Microsoft, Nintendo, Take Two, Electronic Arts, ~~Ubisoft~~Funko, ~~Square~~Mattel ~~Enix,~~ and others, Alliance maintains in-stock inventory of over 340,000 SKU products, consisting of vinyl records, video games, compact discs, DVD, Blu-Rays, and collectibles. Combined with exclusive content from AMPED Distribution and Distribution Solutions, Alliance Entertainment serves as a valued added wholesale distributor, direct-to-consumer (“DTC”) distributor and e-commerce provider to notable partners including industry leaders like Walmart, Amazon, Best Buy, Barnes & Noble, Wayfair, Costco, Dell, Verizon, Kohl’s, Target, Shopify, and others. Currently, the company sells its products, permitted for export, to more than 70 countries worldwide.

Additionally, Alliance manages a diverse portfolio of owned e-commerce brands through its DirectToU LLC division, catering to various entertainment and collectible markets. Notable brands include DeepDiscount, PopMarket, ImportCDs, Critics’ Choice Video, Collectors’ Choice Music, Movies unlimited and WowHD.

Alliance provides state-of-the art, ~~warehousing~~distribution, and ~~distribution~~technology ~~technologies,~~platforms ~~operating~~that ~~systems~~support ~~and~~the ~~services~~efficient ~~that~~sale ~~seamlessly~~and ~~enable~~fulfillment ~~entertainment~~of physical ~~product~~entertainment ~~transactions~~products toand ~~better~~collectibles ~~serve~~across ~~customers~~retail ~~directly~~and ore-commerce ~~through~~channels. ~~our~~These ~~distribution~~capabilities ~~affiliates.~~are ~~These~~enhanced ~~technology-led~~by ~~platforms,~~Handmade ~~combined~~by Robots, ~~with~~which expands Alliance’s ~~sales~~premium ~~and~~licensed ~~distribution~~collectibles ~~network~~offering, ~~create~~and aEndstate, ~~modern~~which ~~entertainment~~contributes ~~physical~~NFC-enabled authentication and digital product ~~marketplace~~identity technology that ~~provides~~supports ~~the~~product ~~discerning customer~~verification ~~with~~and ~~enhanced~~authenticated ~~options~~resale. onTogether, ~~efficient~~these ~~consumer-friendly~~ platforms ~~inventory.~~ strengthen Alliance’s isposition in the ~~retailers’~~collectibles ~~back~~market ~~office~~by ~~for~~enabling ~~in-store~~ secure, traceable, and escalable distribution of high-~~commerce~~value ~~solutions~~physical products. Alliance ~~All~~also ~~electronic~~serves ~~data~~as ~~interchange~~the ~~(“EDI”)~~retailers’ ~~and~~back ~~logistics~~office, ~~are~~with ~~operational~~EDI and ~~ready~~logistics ~~for~~infrastructure ~~existing~~fully ~~retail channels~~operational to ~~add~~support existing and new ~~products~~product launches.

License Agreements

In January 2025, Alliance entered into an exclusive home entertainment distribution agreement with Paramount Pictures, designating Alliance as the sole distributor of Paramount’s physical media – including DVDs, Blu-rays, and 4K UHD titles, across the United States and Canada. This strategic partnership significantly enhances Alliance’s leadership in home entertainment distribution by providing direct access to Paramount’s extensive library of blockbuster films and iconic TV series. The collaboration has already yielded positive results. This partnership not only strengthens relationships with major retailers and collectors but also reinforces Alliance’s commitment to delivering high-quality entertainment products to consumers.

Subsequent to December 31, 2025, in January 2026, Alliance Entertainment entered into a new exclusive home entertainment license agreement with Amazon MGM Studios Distribution covering physical media distribution in the United States and Canada. Under the agreement, Alliance will serve as the exclusive distributor of Amazon MGM Studios’ physical media titles, including new releases and select catalog content, across major wholesale, e-commerce, and brick-and-mortar retail channels. Management expects the agreement to expand the Company’s physical media portfolio and support continued growth in higher-value and collectible product offerings.

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Merger, Asset Purchase and Business Acquisition

Alliance has a proven history of successfully acquiring and integrating competitors and complementary businesses. The Company will continue to evaluate opportunities to identify targets that meet strategic and economic criteria.

On December 31, 2025, Alliance completed its strategic acquisition of Endstate Acquisition LLC and established Endstate Authentic LLC (“Endstate”) as a wholly owned subsidiary focused on authentication and resale technology. The acquisition supports the launch of Alliance Authentic, a new premium platform designed to create authenticated, certified vinyl collectibles and a trusted global marketplace for buying, selling, and trading investment-grade physical media. Endstate’s patented NFC-enabled authentication and digital product identity technology enables real-time product verification, counterfeit prevention, and authenticated resale services, forming the technological foundation of the Alliance Authentic platform. As part of the transaction, Endstate co-founders Bennett Collen and Stephanie Howard joined Alliance’s leadership team as President and Senior Vice President of Operations, respectively. The acquisition resulted in the recognition of $5.0 million of goodwill and $3.3 million of identifiable intangible assets as of December 31, 2025, primarily related to Endstate’s proprietary technology and digital identity systems. Management believes the acquisition strengthens Alliance’s strategic position in the growing authenticated collectibles market and supports the development of new technology-enabled and recurring revenue opportunities.

On December 17, 2024, Alliance acquired Handmade by Robots from Bensussen Deutsch & Associates, LLC, for $7.6 million. Handmade by Robots produces licensed vinyl figures that mimic the look of knitted or crocheted plush toys. These figures feature characters from popular franchises such as DC Comics, Ghostbusters, Harry Potter, Star Trek, and Stranger Things, and have become favorites among fans and collectors. The acquisition included inventory, tooling equipment, and a trademark associated with the product line. This addition has diversified our product offerings by adding an exclusive line to our portfolio.

24On February 10, 2023, Alliance completed its business combination with Adara Acquisition Corp., which was accounted for as a reverse recapitalization with Alliance treated as the accounting acquirer (the “Merger”). The recapitalization has been retroactively reflected in all periods presented. The Company continues to recognize certain warrant and equity-related impacts from this transaction, including the outstanding Class E contingent shares and warrant liabilities, as discussed further in Notes 16 and 21.

~~Table~~On July 1, 2022, Alliance purchased the assets and liabilities of ~~Contents~~Think3Fold, LLC, a collectibles distribution company. This acquisition resulted in increased shelf space at our largest customers and expanded our product offerings.

On July 1, 2022, Alliance purchased the assets and liabilities of Think3Fold, LLC, a collectibles distribution company. This acquisition resulted in increased shelf space at our largest customers and expanded our product offerings. On February 10, 2023, AENT Corporation (f/k/a Alliance Entertainment Holding Corporation) (“Legacy Alliance”), Adara Acquisition Corp. (“Adara”) and Adara Merger Sub, Inc. (“Merger Sub”) consummated the closing of the transactions contemplated by the Business Combination Agreement, dated as of June 22, 2022, by and among Adara, Merger Sub and Legacy Alliance. Pursuant to the terms of the Business Combination Agreement, a business combination of Legacy Alliance and Adara was affected by the merger of Merger Sub with and into Alliance (the “Merger” or the “Business Combination”), with Alliance surviving the Merger as a wholly-owned subsidiary of Adara. Following the consummation of the Merger on the closing of the Business Combination, Adara changed its name from Adara Acquisition Corp. to Alliance Entertainment Holding Corporation (the “Company”).

While the legal acquirer in the Business Combination Agreement was Adara, for financial accounting and reporting purposes under U.S. GAAP, Legacy Alliance was the accounting acquirer, and the Merger was accounted for as a “reverse recapitalization.” A reverse recapitalization (i.e., a capital transaction involving the exchange of stock by Adara for Legacy Alliance’s stock) does not result in a new basis of accounting, and the consolidated financial statements of the combined entity represent the continuation of the consolidated financial statements of Legacy Alliance in many respects. Accordingly, the consolidated assets, liabilities, and results of operations of Legacy Alliance became the historical consolidated financial statements of the combined company, and Adara’s assets, liabilities and results of operations were consolidated with Legacy Alliance beginning on the acquisition date. Operations prior to the Merger are presented as those of Legacy Alliance in future reports. The net assets of Adara were recognized at historical cost (which was consistent with carrying value), with no goodwill or other intangible assets recorded.

Upon consummation of the Merger, the most significant change in Legacy Alliance’s future reported financial position and results of operations was a decrease in net Equity of $787,000 as compared to Legacy Alliance’s consolidated balance sheet.

As a result of the Merger, Alliance Entertainment became the successor to an SEC-registered company, which requires us to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees.

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Macroeconomic Uncertainties

~~Unfavourable~~The Company continued to operate ~~conditions~~amid inmacroeconomic uncertainty during the ~~economy~~period inended ~~the~~December ~~United~~31, ~~States~~2025, including inflationary pressures and ~~abroad~~geopolitical instability ~~may~~related ~~negatively~~to ~~affect~~ongoing ~~the~~global ~~growth~~conflicts. ofWhile ~~our~~inflation ~~business~~moderated ~~and~~during ~~have~~late ~~affected~~2025, ~~our~~consumer ~~results~~discretionary spending ofremained ~~operations.~~uneven, ~~Alliance~~affecting ~~has~~demand ~~navigated~~patterns ~~significant~~across ~~macroeconomic~~certain ~~challenges~~product incategories. ~~recent~~The ~~years,~~Company ~~including~~also ~~inflation,~~experienced ~~the~~cost ~~U.S.~~pressures ~~Federal~~related ~~Reserve~~to ~~interest~~existing ~~rates,~~ and ~~the~~potential ~~Russia-Ukraine~~tariffs ~~war~~on ~~and~~imported ~~Middle~~goods, ~~East~~particularly ~~conflicts~~for ~~have~~internationally ~~led~~sourced tophysical ~~economic~~media ~~uncertainty~~and ~~globally~~collectibles. ~~The~~Despite these ~~effect~~challenges, ofmanagement ~~macroeconomic conditions~~continues ~~may~~to ~~not~~actively bemanage ~~fully~~pricing, ~~reflected~~product inmix, ~~our~~and ~~results~~sourcing ofstrategies ~~operations~~to ~~until~~mitigate ~~future~~the ~~periods~~impact of economic and trade-related volatility. ~~If,~~While ~~however,~~these ~~economic~~conditions ~~uncertainty~~may ~~increases or~~continue ~~the~~to ~~global~~influence ~~economy~~future ~~worsens~~periods, ~~our~~the ~~business,~~Company ~~financial~~believes ~~condition~~its diversified product offerings and ~~results~~focus ofon ~~operations~~higher-value ~~may~~collectibles beposition ~~harmed~~it to navigate ongoing uncertainty. For further discussion of the potential impacts of macroeconomic events on our business, financial condition, and operating results, see the section titled Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, including the risk factor titled “Unstable market and economic conditions have had and may continue to have serious adverse consequences on our business, financial condition and share price.”

Key Performance Indicators

Management monitors and analyzes key performance indicators to evaluate financial performance, including:

Net Revenue: To derive Net Revenue, the Company reduces total gross sales by customer returns, returns reserve, and allowances, including discounts.

Cost of Revenues (excluding depreciation and amortization): Our cost of revenue reflects the total costs incurred to market and distribute products to customers. Changes in cost are impacted primarily by sales volume, product mix, product obsolescence, freight costs, and market development funds ~~(“MDF”)~~.

Operating Expenses: Our Operating Expenses are the direct and indirect costs associated with the distribution and fulfillment of products and services. They include both Distribution and Fulfillment and Selling, General and Administrative ~~(SG&A)~~ Expenses. The Distribution and Fulfillment Expenses are the payroll and operating expenses associated with the receipt, warehousing, and distribution of product.

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Margins: To analyze profitability, the Company reviews gross and net margins in dollars and as a percent of revenue by line of business and product line.

Selling, General and Administrative Expenses: The Selling, General and Administrative Expenses are payroll and operating costs for Information Technology, Sales & Marketing, and General & Administrative functions. In addition, we include Depreciation and Amortization expenses and Transaction Costs, if applicable.

Balance Sheet Indicators: The Company views cash, product inventory, accounts payable, and working capital as key indicators of its financial position.

Alliance Entertainment Holding Corporation

Results of Operations Three Months Ended ~~September~~December 3031, 2025, Compared to Three Months Ended

~~September~~December 3031, 2024

	Three Months Ended			Three Months Ended
($ in thousands)	~~September~~December 3031, 2025			~~September~~December 3031, 2024
Net Revenues	$	~~253~~368,~~974~~712		$	~~228~~393,~~990~~672
Cost of Revenues (excluding depreciation and amortization)		~~216~~321,~~793~~616			~~203~~351,~~455~~382
Operating Expenses
Distribution and Fulfillment Expense		912,~~920~~121			912,~~018~~419
Selling, General and Administrative Expense		1516,~~078~~591			13,~~104~~800
Depreciation and Amortization Expense		1,~~286~~290			1,~~258~~255
Transaction Costs		~~370~~225			-
Restructuring Costs		-2			5019
Gain on Disposal of Fixed Assets		(20	)		(15	)
Insurance Claim Recovery		(408	)		-
Total Operating Expenses	$	26,634		$	23,415
Gain on Disposal of Fixed Assets		(4	)		-
Operating Income		10,547			2,120
Total Operating Expenses	$	29,817		$	27,493
Operating Income		17,279			14,797
Other Expenses
Change in Fair Value of Warrants		~~1,462~~850			412,545
Interest Expense		23,~~347~~454			2,~~839~~827
Total Other Expenses		34,~~809~~304			25,~~880~~372
Income Before Income Tax Expense (Benefit)		6,738			(760	)
Income Before Income Tax Expense		12,975			9,425
Income Tax Expense (Benefit)		1,858			(1,157	)
Income Tax Expense		3,587			2,354
Net Income	$	49,~~880~~388		$	~~397~~7,071

Net Revenue: Year over year, total net revenues increased from $229 million to $254 million (+$25 million, +11%) for the three months ended September 30, 2025. Alliance Entertainment is a recognized leader in the entertainment industry, excelling in the licensing, production, and distribution of a diverse range of entertainment products and content, including motion pictures, music, gaming hardware, retro arcades, and pop culture collectibles. With exclusive distribution rights for approximately 150 studios and labels in the film and music industry, our extensive portfolio of unique content, combined with our deep inventory, enables us to service bulk business-to-business (B2B) and direct-to-consumer (DTC) channels with a vast selection of products unavailable through other distributors. . Our recent acquisition of Handmade by Robots and the Paramount licensing contract further enhance our portfolio of exclusive content. The resulting sales from these partnerships now contribute nearly 13% of the Company’s total gross revenue. In addition, our unique DTC suite of distribution and inventory solutions for the e-commerce retail industry, including our consumer direct subsidiary DirectToU LLC, accounted for approximately 33% of gross revenue for the three months ended September 30, 2025.

Year over year, vinyl record sales increased from $70.5 million to $75.8 million (+$5.3 million, +7.6%) for the three months ending September 30, 2025. This growth was driven by an 8.3% increase in sales volume, partly offset by a 0.7% reduction in the average selling price. The modest decline in pricing was outweighed by higher unit demand, resulting in overall revenue growth of 7.6%. The increase in vinyl record revenue reflects continued consumer demand for physical music formats, particularly among collectors and enthusiasts seeking premium and limited-edition releases. The higher sales volume was driven by strong new release activity, expanded retail distribution, and the ongoing popularity of vinyl as a preferred format among both legacy and emerging artists.

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~~Music~~Net ~~Compact~~Revenue: ~~Disc~~Year ~~(CD)~~over ~~sales~~year, ~~declined~~total ~~modestly~~net revenues decreased from $~~34.4~~394 million to $~~33.9~~369 million (-$25 million, -6%) for the three months ended ~~September~~December 3031, 2025. The decline was primarily attributable to a significant reduction in gaming product revenues, ~~representing~~reflecting asofter ~~decrease~~industry ofconditions, ~~$0.5~~lower ~~million~~hardware oravailability, ~~1.4%~~and ~~year-over-year~~changes in product mix during the quarter. ~~The~~This decrease was ~~driven~~partially offset by agrowth ~~5.2%~~across ~~drop~~several incore ~~average~~categories, ~~selling~~including ~~price~~vinyl records, ~~partially~~physical ~~offset~~ movies, and collectibles, supported by acontinued consumer 4demand for premium physical formats, exclusive content offerings, and higher-value products.0% ~~increase~~Overall, revenue performance during the quarter reflects a shift in ~~unit~~mix ~~volume~~toward higher-priced, differentiated products, while gaming sales weighed on consolidated results. ~~The~~Alliance ~~modest~~Entertainment ~~decline~~is ~~reflects~~a recognized leader in the ~~continued~~entertainment ~~shift~~industry, ~~toward~~excelling ~~streaming~~in the licensing, production, and distribution ~~digital~~of ~~formats~~a diverse range of entertainment products and content, ~~though~~including ~~demand~~motion pictures, music, gaming hardware, retro arcades, and pop culture collectibles. With exclusive distribution rights for Kapproximately 150 studios and labels in the film and music industry, our extensive portfolio of unique content, combined with our deep inventory, enables us to service bulk business-~~Pop~~to-business ~~titles~~(B2B) and ~~collectible~~direct-to-consumer ~~editions~~(DTC) ~~helped~~channels ~~support~~with ~~pricing~~a vast selection of products unavailable through other distributors. Our recent acquisition of Handmade by Robots and ~~limit~~the Paramount licensing contract further enhance our portfolio of exclusive content. In addition, our unique DTC suite of distribution and inventory solutions for the ~~overall~~e-commerce retail industry, including our consumer direct subsidiary DirectToU LLC, accounted for approximately 39% of gross revenue ~~impact~~for the three months ended December 31, 2025.

~~Physical~~Year ~~movie~~over ~~sales~~year, ~~encompassing~~vinyl ~~DVD,~~record ~~Blu-ray,~~sales ~~and~~increased ~~Ultra HD formats, rose~~ from $~~52.9~~109 million to $~~84.0~~112 million ~~(+$31.1 million, +58.7%)~~ for the three months ended ~~September~~December 3031, 2025, ~~compared~~representing an ~~with~~increase ~~the~~of ~~same~~$3 ~~period~~million, inor 3%, compared to the prior -year. ~~A 2~~period.5% The increase in ~~average~~revenue ~~selling~~was ~~price,~~primarily ~~together with~~driven ~~higher~~by ~~unit~~a ~~shipments, drove substantial year-over-year revenue growth~~2.9% ~~This~~increase in ~~strong~~unit ~~performance~~sales ~~reflects~~volume, areflecting ~~consistent~~continued ~~flow~~consumer ofdemand ~~theatrical releases~~for ~~and~~vinyl ~~sustained~~records, ~~consumer~~with ~~interest~~a inmodest ~~premium~~contribution ~~formats~~from ~~such~~a as0.1% 4Kincrease ~~Ultra~~in HDaverage selling ~~and collectible SteelBooks~~prices. The ~~launch~~growth ofin asales ~~new~~volume ~~exclusive content~~was ~~partnership~~supported ~~earlier~~by instrong ~~the~~new ~~year~~release ~~further expanded our film portfolio~~activity, ~~introducing~~continued ~~several~~interest ~~high-profile~~in ~~titles~~collectible ~~that~~and ~~bolstered both~~limited-edition ~~pricing~~offerings, ~~leverage~~ and ~~in-store~~sustained ~~visibility.~~demand ~~The~~for ~~continued~~vinyl ~~shift~~as ~~toward~~a ~~premium,~~preferred ~~higher-margin~~physical ~~content~~music ~~supported~~format ~~the~~among ~~improvement~~both inestablished ~~average selling price~~ and ~~offset~~emerging ~~softness in lower-priced catalog products~~artists. ~~Looking~~While ~~ahead,~~pricing remained werelatively ~~expect~~stable ~~this~~during ~~trend~~the ~~to persist as retailers emphasize curated~~period, ~~high-value~~increased ~~selections~~unit ~~and~~demand ~~omnichannel~~more ~~strategies,~~than ~~positioning~~offset the ~~Company~~minimal tochange ~~maintain~~in ~~growth~~average ~~momentum~~selling ~~across~~price, ~~its~~resulting in ~~physical~~overall ~~media segment~~revenue growth.

~~For~~Music ~~the~~Compact ~~quarter~~Disc ~~ended~~(CD) ~~September~~sales ~~30,~~increased ~~2025, consumer products revenue, which includes both collectibles and electronics, rose~~ from $~~7.3~~39 million to $~~8.3~~41 million ~~(+$1.0~~for ~~million, +14.4%) compared with~~ the ~~prior-year~~three ~~period.~~months ~~Within~~ended ~~this~~December ~~category~~31, ~~Collectibles~~2025, ~~revenue~~representing ~~grew~~an ~~from $4.8~~increase ~~million~~of to $~~6.4~~2 million ~~(+$1.6 million~~, ~~+31.9%).~~or ~~Although unit volume declined by 27.~~5%, compared to the ~~sharp~~prior-year 81period.9% The increase in ~~average selling price more than offset that drop and drove the~~ revenue ~~advance.~~was ~~Following~~driven ~~our~~primarily ~~acquisition of Handmade~~ by ~~Robots,~~a ~~completed~~7% increase in ~~December~~unit sales ~~2024~~volume, wepartially ~~launched~~offset anby ~~enhanced~~a ~~pipeline~~1% ofdecline ~~theatre~~in ~~and~~average ~~streaming-tie~~selling ~~merchandise, positioning the business for increased collectible and merchandise sales and improved margins~~price. The ~~global~~growth ~~collectibles~~in ~~market~~unit ~~remains~~volume ~~robust~~reflects ~~and~~heightened ~~projected~~demand ~~steady~~for ~~growth.~~select ~~We continue to view~~new ~~collectibles~~releases asduring athe ~~key~~period, ~~and~~including ~~profitable~~Taylor ~~pillar~~Swift’s ofalbum ~~our~~released ~~entertainment-driven consumer products portfolio. Electronics revenue totalled $1.9 million, down from $2.4 million~~ in ~~the~~October ~~prior year ($0.5 million~~2025, ~~20%).~~as ~~The~~well ~~decline~~as ~~was~~continued ~~primarily~~demand ~~driven~~for byK-Pop ~~a 34.2% reduction in average~~titles ~~selling~~and ~~price,~~collectible ~~partially~~CD ~~offset by a 21~~editions.6% ~~increase~~While inthe ~~unit~~broader ~~volume.~~market ~~The~~continues ~~lower~~to ~~pricing~~shift ~~reflects~~toward ~~ongoing~~streaming ~~competitive pressures~~ and ~~changes in~~digital ~~product mix~~formats, ~~while~~strong ~~the~~performance ~~increase~~from major inartist ~~volume~~releases ~~suggests~~and ~~that~~fan-driven ~~demand~~purchases ~~remained~~supported ~~relatively~~increased ~~stable~~CD ~~compared~~sales ~~with~~during the ~~prior-year period~~quarter.

~~Gaming~~Physical ~~product~~movie ~~revenue~~sales, ~~declined~~encompassing DVD, Blu-ray, and Ultra HD formats, increased from $~~57.1~~ 86 million to $~~45.6~~ 114 million (-for the three months ended December 31, 2025, representing an increase of $~~11.5~~ 28 million, ~~-20.2~~or 33%), ~~reflecting~~compared awith ~~broader~~the ~~slowdown~~ same period in the ~~gaming~~prior ~~industry~~year. ~~Unit~~The ~~volume~~increase was ~~increased~~driven 42by a 4% ~~year-over-year,~~increase ~~while~~in average selling price ~~fell 43.8%~~, ~~partly~~together ~~due~~with tohigher aunit ~~pause~~shipments, resulting in ~~arcade~~significant year-over-year ~~hardware~~revenue ~~purchases~~growth. ~~following~~Performance aduring ~~reassessment~~the ofcurrent ~~vendor~~quarter ~~partnerships,~~benefited asfrom ~~well~~a asconsistent ~~limited~~flow ~~hardware~~of ~~availability~~theatrical releases and ~~delays~~sustained consumer indemand ~~major~~for ~~game releases.~~premium ~~Despite~~formats, ~~these~~including ~~factors,~~4K ~~demand~~Ultra ~~remains~~HD ~~strong,~~and ~~with~~collectible ~~the~~SteelBook ~~market~~editions. ~~anticipating~~In ~~next-generation~~addition, ~~high-performance~~the ~~consoles.~~launch Asof a new ~~distributor~~exclusive ofcontent ~~physical~~partnership ~~gaming~~with ~~products,~~Paramount weearlier ~~continue~~in tothe ~~adjust~~year ~~our~~expanded ~~offerings~~the toCompany’s ~~align~~film ~~with~~portfolio ~~consumer~~and ~~trends~~contributed to improved pricing and ~~maximize~~increased ~~profitability~~retail visibility for select titles. A favorable mix shift toward premium, ~~while~~ ~~monitoring~~higher-margin ~~potential~~products supported ~~supply~~the ~~challenges~~increase ~~arising~~in ~~from~~average ~~market~~selling ~~volatility~~price and ~~trade~~partially ~~tensions~~offset ~~with~~softness ~~China~~in lower-priced catalog titles.

~~Cost~~For ofthe ~~Revenues:~~quarter ~~Total~~ended ~~cost~~December of31, ~~revenues~~2025, ~~excluding~~collectibles ~~depreciation~~revenue ~~and~~rose ~~amortization, increased~~ from $~~203~~ 6 million to $~~217~~ 8 million (+$13 2 million, +731%) ~~year-over-year,~~compared ~~reflecting~~with the ~~direct~~prior-year period. ~~relationship~~Although ~~between~~unit ~~product~~sales ~~costs~~volume ~~and~~declined ~~higher~~by ~~sales~~17%, ~~volume.~~a ~~Gross~~56% ~~margin dollars~~increase ~~rose~~in ~~$12 million,~~average ~~driven~~selling byprice ~~both~~more ~~increased~~than ~~sales~~offset the decrease and ~~improved~~drove ~~margins~~overall revenue growth. ~~For~~The ~~the~~increase ~~quarter~~reflects ~~ended~~a ~~September 30, 2025, gross~~favorable ~~margins~~shift ~~expanded~~toward ~~from~~higher-value ~~11.2%~~collectibles, tosupported ~~14.6%~~by ~~(+3.4~~expanded ~~percentage~~sourcing ~~points)~~activity ~~compared~~and new ~~with~~vendor additions during the ~~same~~second ~~period~~half of ~~the~~2025, ~~prior~~which ~~year.~~contributed ~~This~~incremental ~~improvement was~~revenue primarily ~~supported~~in bythe ~~higher~~quarter. ~~average~~Growth ~~selling~~was ~~prices~~further supported ~~and~~by the ~~successful~~transition ~~launch~~ of aHandmade ~~new~~by ~~exclusive~~Robots ~~content~~from ~~partnership~~a ~~earlier~~distributed ~~this year.~~brand ~~Additional~~in ~~factors~~2024 ~~contributing~~ to ~~margin~~an ~~expansion~~owned ~~included~~brand ~~enhanced~~in ~~inventory~~2025, ~~management~~as ~~and~~well ~~slight~~as ~~improvement~~improved ofprofitability from ~~freight~~certain ~~costs, which~~legacy ~~collectively~~brands ~~strengthened~~following ~~overall~~inventory ~~profitability~~rationalization in the prior year.

~~Operating~~For ~~Expenses:~~the ~~Total~~quarter ~~operating~~ended ~~expenses~~December ~~for~~31, ~~the~~2025, ~~quarter~~electronics ~~increased~~revenue ~~from~~remained ~~$23.4~~flat ~~million~~at to $~~26.~~6 million ~~(+$3.2~~compared ~~million~~to ~~or +13.7%) and increased as a percentage of net revenue versus~~ the ~~same quarter~~ prior -year ~~from 10~~period.2% toUnit ~~10.5%.~~sales ~~Total Distribution and fulfillment expense increased~~volume ~~from~~declined ~~$9.0~~by ~~million to $~~9.9%; ~~million (+$0.9 million~~however, ~~+10%)~~this ~~but~~decrease ~~remained~~was ~~consistent~~offset asby a ~~percentage of net revenue at 3~~5.91% ~~for~~increase ~~the~~in ~~three months~~average ~~ended~~selling ~~September 30~~price, ~~2025,~~resulting ~~versus~~in ~~the~~relatively ~~same~~stable ~~prior~~ revenue year ~~period~~-over-year. WeThe ~~continue~~higher toaverage ~~invest~~selling inprice ~~warehouse~~reflected ~~automation~~changes toin ~~reduce~~product ~~the~~mix ~~need for total warehouse labor~~ and ~~utilize~~competitive ~~temporary~~pricing ~~labor forces to manage changes in demand. As a result~~dynamics, ~~even~~while ~~though~~the ~~fulfillment payroll~~decline ~~increased~~in ~~from~~unit ~~$6.3~~volume ~~million~~indicates tosofter ~~$6.4~~demand ~~million~~compared ~~(+$0.1~~with ~~million, 1.7%), it improved as a percentage of net revenue from 2.7% to 2.5% for~~ the ~~current~~ ~~quarter verses~~ prior -year period. ~~Average~~Electronics ~~labor~~sales ~~costs~~primarily ~~per~~consist ~~hour~~of ~~were~~audio upplayback ~~approximately~~devices and ~~3.0%~~accessories, ~~reflecting~~including ~~market~~turntables, ~~conditions.~~headphones, ~~The~~speakers, ~~May~~and ~~2024 consolidation~~related ofaccessories, ~~our~~which ~~Shakopee,~~are ~~Minnesota~~generally ~~warehouse~~sold ~~continues~~as tocomplementary ~~drive~~products alongside ~~cost~~physical ~~savings~~music and ~~operational~~movie ~~efficiencies through centralization~~media.

WeGaming ~~continue~~product torevenue ~~identify~~declined ~~and~~from ~~implement~~$140 ~~business-process~~million ~~changes~~to ~~aimed~~$80 atmillion ~~improving~~for ~~overall~~the ~~efficiency~~three ~~and~~months ~~supporting~~ended ~~long-term~~December ~~scalability~~31, ~~total~~ ~~selling~~2025, ~~general,~~representing ~~and~~a ~~administrative~~decrease ~~costs~~of ~~increased~~$60 million, ~~from~~or ~~$13.1~~43%, ~~million~~compared to ~~$15~~the prior-year period.1 ~~million,~~The decline reflected a ~~rise~~broader ofslowdown ~~$2.0~~in ~~million~~the orgaming ~~15.1~~industry, with unit sales volume decreasing 23% year over year and average selling price declining 25%. ~~This~~These ~~increase~~decreases ~~reflects~~were ~~strategic~~driven ~~investments~~in part by a pause in ~~infrastructure~~arcade hardware purchases following a reassessment of vendor partnerships, ~~technology~~limited availability of certain hardware products, and ~~personnel,~~delays ~~including~~in major game releases during the ~~addition~~period. ofWhile ~~team members~~overall tosales ~~support~~declined ~~our~~during ~~new~~the ~~exclusive~~quarter, ~~content~~industry ~~partnership~~interest in next-generation, ~~all~~high-performance ~~aimed~~consoles remains atevident. ~~strengthening~~As ~~operational~~a ~~effectiveness~~distributor ~~and~~of ~~positioning~~physical gaming products, the ~~business for~~Company ~~sustainable~~continues ~~growth.~~to ~~Depreciation~~adjust ~~and~~its ~~Amortization~~product ~~remained~~mix ~~consistent~~and atdistribution ~~$1.3~~strategies to ~~million~~align ~~for~~with ~~the~~evolving ~~quarter~~consumer ~~ended~~demand ~~September~~and ~~30,~~to ~~2025~~manage profitability, ~~over~~while monitoring potential supply chain and cost pressures related ~~the~~to ~~prior~~market ~~year~~volatility ~~period~~and ongoing trade tensions with China.

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~~Interest~~Cost ~~Expense~~of Revenues: ~~For~~Total ~~the~~cost ~~three~~of ~~months~~revenues, ~~ended~~excluding ~~September~~depreciation ~~30,~~and ~~2025~~amortization, ~~total interest expense~~ decreased from $~~2.8~~351 million to $~~2.3~~322 million (for the year-over-year period, representing a decline of $.5 29 million, ~~-17~~or 8.35%), ~~versus~~primarily reflecting the ~~prior~~direct ~~year~~relationship ~~period~~between product costs and lower sales volume. ~~This~~Gross ~~decline~~margin ~~was~~dollars ~~primarily~~increased by $5 million, driven by aimproved ~~reduction~~margins. inFor the ~~average~~quarter ~~revolver~~ended ~~balance~~December ~~from~~31, ~~$81.2~~2025, ~~million~~gross margin expanded from 11% to ~~$73.7~~13%, ~~million~~an ~~(-$7.5~~increase ~~million~~of 2 percentage points, -9compared with the same period in the prior year.~~4%)~~ The improvement was supported by higher average selling prices and the launch of a ~~lower~~new ~~effective~~exclusive ~~interest~~content ~~rate,~~partnership ~~which~~earlier ~~decreased~~in ~~from~~the 9year.9% Additional factors contributing to 8margin expansion included enhanced inventory management and modest improvements in distribution fees, which together strengthened overall profitability.~~4%.~~

~~Income~~Operating ~~Tax~~Expenses: ~~For~~Total ~~the~~operating ~~three~~expenses ~~months~~for ~~ended~~the ~~September~~quarter ~~30,~~increased ~~2025,~~from an$28 ~~income~~million ~~tax~~to ~~expense~~$30 ofmillion, ~~$1.~~or 9% ~~million~~year ~~was~~over ~~recorded~~year, ~~compared~~rising toas a ~~benefit of~~percentage ~~$1.2~~of ~~million~~net ~~for~~revenue ~~the~~from ~~prior~~7% ~~year~~to ~~period~~8%. ~~Alliance~~The ~~reported~~increase awas ~~pretax~~primarily ~~income~~driven ofby ~~$6.7~~higher ~~million~~selling, ~~for~~general, ~~the~~and ~~three~~administrative ~~months~~expenses, ~~ended~~which ~~September~~grew ~~30, 2025,~~from ~~versus~~$14 amillion ~~loss~~to of $~~0.8~~16 million, ~~for~~reflecting ~~the~~strategic ~~three~~investments ~~months~~in ~~ended~~infrastructure, ~~September 30~~technology, ~~2024.~~and ~~The~~personnel ~~effective~~to support ~~tax~~the ~~rate~~Company’s ~~was~~exclusive ~~28%~~content partnerships and ~~152%~~future ~~for~~growth ~~the~~initiatives. Distribution and fulfillment expenses decreased ~~three~~slightly ~~months~~from ~~ended~~$12.4 ~~September~~million ~~30,~~to ~~2025~~$12.1 million, ~~and~~or ~~2024~~2.4%, ~~respectively.~~though ~~The~~these ~~difference~~costs ~~between~~increased ~~the~~modestly ~~Company’s~~as ~~effective~~a ~~tax~~percentage ~~rate~~of ~~for~~net ~~the~~revenue to 3.3%. ~~three~~The ~~months~~Company ~~ended~~continues ~~September~~to ~~30,~~invest ~~2025,~~in ~~and~~warehouse ~~the~~automation ~~federal~~to ~~statutory~~support ~~rate~~a ~~primarily~~more ~~resulted~~permanent ~~from~~labor ~~state~~structure ~~income~~and ~~taxes,~~reduce ~~Foreign~~reliance ~~Derived Intangible~~on ~~Income~~temporary staff, ~~and~~while ~~fair~~maintaining ~~value~~flexibility ~~adjustments~~to ~~related~~manage todemand ~~the~~fluctuations. ~~Company’s~~Fulfillment ~~warrant~~payroll ~~liability.~~remained ~~The~~flat ~~difference~~at ~~between~~$8 ~~the Company’s~~million ~~effective~~but ~~tax~~rose ~~rate~~as ~~for~~a ~~the~~percentage of ~~three~~net ~~months~~revenue ~~ended~~from ~~September~~2.1% ~~30,~~to ~~2024~~2.2%, reflecting lower net revenue and ~~the~~a ~~federal~~4% ~~statutory~~increase ~~rate~~in ~~primarily~~average ~~resulted from~~labor ~~state~~costs ~~income~~per ~~taxes,~~hour. ~~Foreign~~The ~~Derived~~May ~~Intangible~~2024 ~~Income~~consolidation of the Shakopee, ~~and~~Minnesota ~~one~~warehouse ~~immaterial~~continued ~~discrete~~to ~~item~~deliver ~~from~~cost asavings ~~one-time~~and ~~adjustment~~operational ~~for~~efficiencies ~~out~~through ofincreased centralization. ~~measurement~~Depreciation ~~period~~and ~~for~~amortization ~~deferred~~expense ~~tax~~remained ~~liability~~consistent ~~from~~at ~~software~~$1 ~~costs~~million compared with the prior-year period.

~~Non-GAAP~~Interest ~~Financial Measures~~Expense: For the three months ended ~~September~~December 3031, 2025, wetotal ~~had~~interest ~~non-GAAP~~expense ~~Adjusted~~increased ~~EBITDA~~from ~~of approximately~~ $~~12.~~2.8 million ~~compared~~ ~~with~~to ~~Adjusted EBITDA of approximately~~ $3.45 million ~~in the prior year period~~, ~~or a year-over-year improvement of $8.8 million.~~ Wedriven ~~define~~primarily ~~Adjusted~~by ~~EBITDA~~the asfull ~~net~~expensing ~~gain~~of orremaining ~~loss~~deferred ~~adjusted~~financing tocosts ~~exclude:~~from ~~(i)~~the ~~income~~Company’s ~~tax~~former ~~expense;~~White ~~(ii)~~Oak ~~other income (loss); (iii) interest expense;~~credit ~~(iv)~~facility, ~~depreciation~~including ~~and amortization expense; and (v) other non- recurring expenses~~$1.8 ~~Our~~million ~~method~~in ofadvisory ~~calculating~~fees ~~Adjusted~~previously ~~EBITDA~~paid ~~may~~to ~~differ from~~B&D ~~other~~Capital ~~companies~~Partners, ~~and~~LLC ~~accordingly~~(“BDCP”), ~~this~~a ~~measure~~firm partially ~~may~~owned ~~not~~by beboard ~~comparable~~member toW. ~~measures~~Tom ~~used~~Donaldson ~~by other companies~~III. WeExcluding ~~use~~this ~~Adjusted~~non-recurring ~~EBITDA to~~charge ~~evaluate our own operating performance and as an integral part~~ of ~~our planning process~~$1.6 Wemillion, ~~present~~interest ~~Adjusted~~expense ~~EBITDA as a supplemental~~declined ~~measure~~year ~~because~~over weyear ~~believe~~due ~~such~~to a ~~measure~~lower iseffective ~~useful~~rate tofrom ~~investors~~Bank asof aAmerica, ~~reasonable~~which ~~indicator~~fell offrom ~~operating performance~~9.3% ~~We believe this measure is a financial metric used by many investors~~ to ~~compare companies~~7.5%, ~~This~~more ~~measure~~than isoffsetting ~~not~~the ~~a recognized measure of financial performance~~modest ~~under~~increase ~~GAAP~~ in the ~~United~~average ~~States~~revolver ~~and~~balance ~~should not be considered as a substitute for operating earnings (losses), net earnings (loss)~~ from ~~continuing~~ ~~operations~~$85 ormillion ~~cash flows from operating activities, as determined in accordance with GAAP. See the table below for a reconciliation, for the periods presented, of our GAAP net income (loss)~~ to ~~Adjusted~~$87 ~~EBITDA~~million.

	Three Months Ended			Three Months Ended
($ in thousands)	September 30, 2025			September 30, 2024
Net Income	$	4,880		$	397
Add back:
Interest Expense		2,347			2,839
Income Tax Expense (Benefit)		1,858			(1,157	)
Depreciation and Amortization Expense		1,286			1,258
EBITDA	$	10,371		$	3,337
Adjustments
Stock-based Compensation Expense		25			-
Transaction Costs		370			-
Change In Fair Value of Warrants		1,462			41
Restructuring Cost		-			50
Gain on Disposal of Property and Equipment		(20	)		(15	)
Adjusted EBITDA	$	12,208		$	3,413

Income Tax: For the three months ended December 31, 2025, an income tax expense of $3.6 million was recorded compared to $2.4 million for the prior year period. Alliance reported a pretax income of $13.0 million for the three months ended December 31, 2025, versus income of $9.4 million for the three months ended December 31, 2024. The effective tax rate was 28% and 25% for the three months ended December 31, 2025, and 2024, respectively. The difference between the Company’s effective tax rate for the three months ended December 31, 2025, and the federal statutory rate primarily resulted from state income taxes, Foreign Derived Intangible Income, fair value adjustments related to the Company’s warrant liability, and prior taxes related to parent’s pre-acquisition period. The difference between the Company’s effective tax rate for the three months ended December 31, 2024, and the federal statutory rate primarily resulted from state income taxes, and Foreign Derived Intangible Income. The Company completed the acquisition of Endstate Authentic LLC on December 31, 2025. For U.S. federal and state income tax purposes, the transaction is treated as a taxable purchase of assets because Endstate Authentic LLC is a disregarded entity. As such, the tax basis of all acquired assets and assumed liabilities was stepped up to an amount equal to their fair values determined under ASC 805. Accordingly, the acquisition did not give rise to any temporary differences, and no deferred tax assets or liabilities were recognized on the acquisition date.

~~LIQUIDITY~~Non-GAAP ~~AND~~Financial ~~CAPITAL~~Measures: ~~RESOURCES~~For the three months ended December 31, 2025, we had non-GAAP Adjusted EBITDA of approximately $18.5 million compared with Adjusted EBITDA of approximately $16.1 million in the prior year period, or a year-over-year improvement of $2.4 million. We define Adjusted EBITDA as net gain or loss adjusted to exclude: (i) income tax expense; (ii) other income (loss); (iii) interest expense; (iv) depreciation and amortization expense; and (v) other non- recurring expenses. Our method of calculating Adjusted EBITDA may differ from other companies and accordingly, this measure may not be comparable to measures used by other companies. We use Adjusted EBITDA to evaluate our own operating performance and as an integral part of our planning process. We present Adjusted EBITDA as a supplemental measure because we believe such a measure is useful to investors as a reasonable indicator of operating performance. We believe this measure is a financial metric used by many investors to compare companies. This measure is not a recognized measure of financial performance under GAAP in the United States and should not be considered as a substitute for operating earnings (losses), net earnings (loss) from continuing operations or cash flows from operating activities, as determined in accordance with GAAP. See the table below for a reconciliation, for the periods presented, of our GAAP net income (loss) to Adjusted EBITDA.

Liquidity: On December 21, 2023, Alliance Entertainment Holding Corporation entered into a Loan and Security Agreement, providing for a three-year $120 million senior secured asset-based credit facility with White Oak Commercial Finance, LLC (the “Prior Credit Facility”). Subsequent to the end of the quarter, on October 1, 2025, the Company refinanced its asset-based lending with White Oak Commercial Finance, LLC and entered into a new $120 million senior secured revolving credit facility with Bank of America, N.A. (the “New Credit Facility”) Additionally, the Company has implemented certain strategic initiatives to reduce expenses and focus on the sale of higher margin products. As a result of the New Credit Facility, combined with these initiatives and the Company’s financial performance for the three months ended September 30, 2025, the Company has concluded that it has sufficient cash to fund its operations and obligations (from its cash on hand, operations, working capital and availability on the credit facility) for at least twelve months from the issuance of these consolidated financial statements.

	Three Months Ended			Three Months Ended
($ in thousands)	December 31, 2025			December 31, 2024
Net Income	$	9,388		$	7,071
Add back:
Interest Expense		3,454			2,827
Income Tax Expense		3,587			2,354
Depreciation and Amortization Expense		1,290			1,255
EBITDA	$	17,719		$	13,507
Adjustments
Stock-based Compensation Expense		69			-
Transaction Costs		225			-
Change In Fair Value of Warrants		850			2,545
Restructuring Cost		2			19
Insurance Claim Recovery		(408	)		-
Gain on Disposal of Property and Equipment		(4	)		-
Adjusted EBITDA	$	18,453		$	16,071

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~~Our~~Alliance ~~primary~~Entertainment ~~sources~~Holding of liquidity are cash on-hand, cash provided by operating activities, and borrowings under our new credit facility. As of September 30, 2025, in addition to the $3.2 million of cash, we carried a $56 million revolver balance on the Prior Credit Facility. Year over year, we have converted accounts receivable and inventory to cash which was used to reduce the Prior Credit Facility balance from $88 million on September 30, 2024, to $58 million ($30 million or 35%) on September 30, 2025. As a result, our availability under the Prior Credit Facility increased from $32 million on September 30, 2024, to $61 million on September 30, 2025 ($29 million, 94%).Corporation

($in millions)	September 30, 2025		September 30, 2024
Revolver Balance	$	58	$	88
Availability	$	61	$	32

Results of Operations Six Months Ended December 31, 2025, Compared to Six Months Ended

AsDecember ~~of September 30~~31, 2025, the Company intends to continue relying primarily on its borrowing capacity under the Current Credit Facility, as well as any renewal or replacement of such facility, to fund working capital and other operational requirements. The availability of additional cash proceeds from the potential exercise of outstanding Warrants is contingent upon the market price of the Company’s Class A common stock exceeding the Warrant exercise price of $11.50 per share. Given that the market price of the Class A common stock was $2.40 as of May 12, 2025, the Company does not currently expect Warrants to be exercised unless and until the market price exceeds the exercise price. Although the Company does not currently have any definitive plans to do so, it may seek to raise additional capital through the issuance of equity securities in the future, depending on market conditions, strategic opportunities, and liquidity needs.2024

Cash Flow: The following table summarizes our net cash provided by or used on operating activities, investing activities and financing activities for the periods indicated and should be read in conjunction with our condensed consolidated financial statements for the three months ended September 30, 2025, and 2024.

	Six Months Ended			Six Months Ended
($ in thousands)	December 31, 2025			December 31, 2024
Net Revenues	$	622,685		$	622,662
Cost of Revenues (excluding depreciation and amortization)		538,409			554,837
Operating Expenses
Distribution and Fulfillment Expense		22,041			21,437
Selling, General and Administrative Expense		31,668			26,905
Depreciation and Amortization Expense		2,574			2,512
Transaction Costs		596			-
Restructuring Costs		2			69
Insurance Claim Recovery		(408	)		-
Gain on Disposal of Fixed Assets		(24	)		(15	)
Total Operating Expenses	$	56,449		$	50,908
Operating Income		27,827			16,917
Other Expenses
Interest Expense		5,801			5,666
Change in Fair Value of Warrants		2,313			2,586
Total Other Expenses		8,114			8,252
Income Before Income Tax Expense		19,713			8,665
Income Tax Expense		5,445			1,197
Net Income	$	14,268		$	7,468

	Three Months Ended
($ in thousands)	September 30, 2025			September 30, 2024
Net Income	$	4,880		$	397
Net Cash Provided By (Used In):
Operating Activities	$	2,720		$	(11,637	)
Investing Activities	$	(319	)	$	5
Financing Activities	$	(414	)	$	14,793

Net Revenue: Year over year, total net revenues remained the same at $623 million for the six months ended December 31, 2025. Alliance Entertainment is a recognized leader in the entertainment industry, excelling in the licensing, production, and distribution of a diverse range of entertainment products and content, including motion pictures, music, gaming hardware, retro arcades, and pop culture collectibles. With exclusive distribution rights for approximately 150 studios and labels in the film and music industry, our extensive portfolio of unique content, combined with our deep inventory, enables us to service bulk business-to-business and direct-to-consumer channels with a vast selection of products unavailable through other distributors. Our recent acquisition of Handmade by Robots and the Paramount licensing contract further enhance our portfolio of exclusive content. In addition, our unique DTC suite of distribution and inventory solutions for the e-commerce retail industry, including our consumer direct subsidiary DirectToU LLC, accounted for approximately 37% of gross revenue for the six months ended December 31, 2025.

~~For~~Year ~~the~~over ~~three months ended September 30~~year, ~~2025,~~vinyl onrecord ~~net~~sales ~~income~~increased offrom $~~4.9~~179 million, ~~the~~to ~~Company generated~~ $~~2.7~~188 million of(+$9 ~~cash from operating activities~~million, ~~compared~~ to+5%) ~~$11.6~~for ~~million~~the ofsix ~~cash~~months ~~used~~ending inDecember ~~the~~31, ~~prior-year period~~2025. The ~~year-over-year~~increase ~~improvement~~in revenue was ~~primarily~~ driven by ~~higher~~a ~~profitability and~~5% ~~more~~increase ~~efficient~~in ~~working~~unit ~~capital~~sales ~~management.~~volume, ~~Accounts~~partially ~~payable~~offset ~~increased~~ by ~~$18~~a 0.63% ~~million,~~decrease ~~compared~~in toaverage aselling ~~$43~~price.0 The ~~million~~modest ~~increase~~decline in ~~the prior~~pricing ~~year,~~was ~~reflecting~~ more ~~normalized~~than ~~purchasing~~offset ~~activity~~by ~~and~~higher ~~improved~~unit ~~cash~~demand, ~~management~~resulting ~~practices~~in ~~following~~overall ~~the~~revenue ~~prior~~growth. ~~year’s~~The ~~heavy build-up~~increase ofin ~~inventory~~vinyl record ~~and~~revenue ~~supplier~~reflects ~~payments.~~continued ~~Inventory~~consumer ~~increased~~demand byfor ~~$18.9~~physical ~~million~~music formats, ~~versus~~particularly aamong ~~$41.1~~collectors ~~million~~and ~~increase~~enthusiasts inseeking ~~the prior year~~premium ~~period,~~and ~~largely~~limited-edition ~~due~~releases. toHigher ~~the~~sales ~~timing~~volume ofduring ~~inbound~~the ~~product~~period ~~shipments~~was ~~and~~supported ~~inventory~~by ~~replenishment~~strong ~~ahead~~new ofrelease ~~the~~activity, ~~holiday~~expanded ~~selling~~retail ~~season. The more~~distribution, ~~moderate~~and ~~inventory~~the ~~growth~~ongoing ~~reflects~~popularity ~~improved~~of ~~forecasting,~~vinyl ~~tighter~~as ~~purchasing controls, and~~ a ~~more~~preferred ~~balanced~~format ~~inventory~~among ~~position~~both ~~aligned with~~established ~~current~~and ~~demand~~emerging ~~levels~~artists.

~~Cash~~Music ~~used~~Compact inDisc ~~investing~~sales ~~activities~~increased ~~was~~from $~~0.3~~73 million to $75 million for the ~~three~~six months ended ~~September~~December 3031, 2025, ~~compared~~representing toan increase of $~~0.1~~2 million ~~provided~~or ~~during~~2% year-over-year. The increase was driven by a 5% increase in unit volume partially offset by a 3% drop in average selling price. Higher unit demand more than offset the ~~same~~decline in pricing, resulting in overall revenue growth for the period. Sales were supported in part by the ~~prior~~release ~~year.~~of The ~~variance~~Life ~~primarily~~of ~~reflects~~a ~~increased~~Showgirl, ~~capital~~the ~~expenditures~~twelfth ~~related~~studio toalbum ~~facility~~by ~~improvements~~Taylor ~~and~~Swift, which was released ~~warehouse~~on ~~automation~~October 3, ~~along~~2025 ~~with~~and ~~minor~~generated ~~cash~~notable ~~outflows~~physical ~~from~~sales ~~asset~~activity ~~disposals~~during asthe ~~part~~6 ofmonths ~~ongoing~~ended ~~asset~~December ~~optimization~~31, ~~efforts~~2025. NoContinued ~~business~~consumer interest ~~acquisitions~~in orselect ~~contractual~~physical ~~payments~~releases ~~occurred~~and ~~during~~collectible ~~either~~CD ~~period~~editions also contributed to the increase in CD revenue, even as broader industry trends favor streaming and digital formats.

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~~Net~~Physical ~~cash~~movie ~~provided~~sales, byencompassing ~~financing~~DVD, ~~activities~~Blu-ray, ~~totalled~~and Ultra HD formats, increased from $~~0.4~~139 million to $198 million for the ~~three~~six months ended December ~~September 30~~31, 2025, ~~compared~~representing toan increase of $~~14.8~~59 million, or 43%, compared with the same period in the prior- year, ~~period.~~and ~~Activity~~accounted for approximately 32% of total net sales during the ~~quarter~~period. ~~primarily~~The ~~reflected~~increase ~~borrowings~~in ~~and~~revenue ~~repayments~~was ~~under~~driven ~~the~~by ~~Company’s~~a ~~previous~~3% ~~revolving~~increase in average selling ~~credit~~price, ~~facility~~together with a 38% increase in unit shipments, ~~which~~resulting ~~had~~in ~~net~~significant ~~inflows~~year-over-year growth. Performance during the period benefited from a consistent flow of ~~$0.4~~theatrical ~~million~~releases ~~compared~~and tosustained ~~$15~~consumer demand for premium formats, including 4K Ultra HD and collectible SteelBook editions.5 ~~million~~In inaddition, the ~~prior~~launch ~~year.~~of ~~The~~a ~~change~~new ~~reflects~~exclusive ~~more~~content ~~stable~~partnership ~~working~~with Paramount earlier in the year ~~capital~~expanded ~~needs~~the Company’s film portfolio and contributed to improved ~~cash~~pricing ~~generation~~and ~~from~~increased ~~operations~~retail visibility for select titles. A favorable shift in sales mix toward premium, ~~resulting~~higher-margin content supported the increase in ~~lower~~average ~~reliance~~selling onprice ~~external~~and ~~financing~~partially offset softness in lower-priced catalog titles.

For the six months ended December 31, 2025, collectibles revenue rose from $11 million to $14 million (+$3 million, +31%) compared with the prior-year period. Although unit volume declined 23%, a 71% increase in average selling price more than offset lower volumes and drove revenue growth. Results were supported by the addition of over 20 new collectibles vendors that began contributing sales in the second half of 2025, generating more than $0.5 million in incremental revenue. Existing vendors also delivered higher sales driven by new product lines, and Handmade by Robots’ transition from a distributed brand in 2024 to an owned brand in 2025 contributed meaningfully to year-over-year performance.

For the six months ended December 31, 2025, electronics revenue declined from $8 million to $7 million (-$1 million, -9%) compared to the prior-year period. Unit sales volume increased 4%, but this was more than offset by a 13% decline in average selling price, resulting in an overall reduction in revenue. The decline in average selling price primarily reflected changes in product mix and competitive pricing dynamics. Electronics sales primarily consist of audio playback devices and related accessories, including turntables, headphones, speakers, and other ancillary products that complement physical music and movie media.

Gaming product revenue declined from $197 million to $126 million (-$71 million, -36%), for the six months ended December 31, 2025. The decline in revenue was driven by a 34% decrease in average selling price, together with a 3% decrease in unit sales volume year over year. The reduction in average selling price reflected a pause in arcade hardware purchases, which typically carry higher price points, following a reassessment of vendor partnerships, as well as limited availability of certain hardware products and delays in major game releases during the period. While unit volume declined modestly, consumer interest in physical gaming products remained evident. As a distributor of physical gaming products, the Company continues to adjust its product mix and sourcing strategies to align with evolving consumer demand and to manage profitability, while monitoring potential supply chain risks related to market volatility and ongoing trade tensions with China.

Cost of Revenues: Total cost of revenues, excluding depreciation and amortization, decreased from $555 million to $538 million (-$17 million, -3%) year-over-year, driven by improved cost discipline, a more favorable product mix, and the impact of our exclusive content partnership, which supported higher-value physical media sales. For the six months ended December 31, 2025, gross margin increased from 10.9% to 13.5%, an expansion of 2.6 percentage points compared with the prior-year period. This improvement was primarily attributable to higher average selling prices and the successful ramp-up of the exclusive content partnership, modest improvements in distribution fees, which together strengthened overall profitability.

Operating Expenses: Total operating expenses for the six months ended December 31, 2025, increased from $51 million to $57 million (+$6 million, +12%), rising as a percentage of net revenue from 8% to 9% compared with the same period of the prior year. This increase was primarily driven by higher selling, general, and administrative expenses, which rose from $27 million to $32 million (+$5 million, +18%) due to strategic investments in infrastructure, technology, and personnel, including additions to support our new exclusive content partnership. These investments are intended to strengthen operational effectiveness and position the business for sustainable growth. Distribution and fulfillment expenses increased modestly from $21 million to $22 million (+$1 million, +3%), remaining largely consistent as a percentage of net revenue at 3.5% compared with 3.4% in the prior-year period. The Company continues to invest in warehouse automation initiatives to support a more permanent labor structure while maintaining flexibility to manage fluctuations in demand. As a result, fulfillment payroll decreased slightly from $14.5 million to $14.3 million (-$0.2 million, -1.3%) and remained consistent as a percentage of net revenue at 2.3%, despite an approximate 3% increase in average hourly labor costs driven by market conditions. The May 2024 consolidation of the Shakopee, Minnesota warehouse continues to generate cost savings and operational efficiencies through centralized operations. We continue to identify and implement business-process improvements to enhance operational efficiency and support long-term scalability. Depreciation and amortization remained consistent at $3 million for the six months ended December 31, 2025, compared with the prior-year period.

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Interest Expense: For the six months ended December 31, 2025, total interest expense increased slightly from $5.7 million to $5.8 million (+$0.1 million, +2.4%) compared with the prior-year period, primarily due to the full expensing of remaining deferred financing costs from the Company’s former White Oak credit facility, including $1.8 million in advisory fees previously paid to B&D Capital Partners, LLC, a firm partially owned by board member W. Tom Donaldson III. This non-recurring amortization totaled $1.6 million. Excluding this item, interest expense for the six months ended December 31, 2025, declined compared with the prior-year period, primarily due to a lower effective interest rate from Bank of America , which decreased from 9.6% to 8.0%, a decline of 1.6 percentage points, or 16.9% year over year. This reduction, combined with a modest decline in the average revolver balance to $81 million from $83 million, contributed to the overall decrease in interest expense excluding the non-recurring amortization.

Income Tax: For the six months ended December 31, 2025, an income tax expense of $5.4 million was recorded compared to $1.2 million for the prior year period. Alliance reported a pretax income of $19.7 million for the six months ended December 31, 2025, versus $8.7 million for the six months ended December 31, 2024. The effective tax rate was approximately 28% and 14.0% for the six months ended December 31, 2025, and 2024, respectively. The difference between the Company’s effective tax rate and the U.S. federal statutory rate for the six months ended December 31, 2025, primarily resulted from state income taxes, FDII, fair value adjustments related to the Company’s warrant liability, and tax items attributable to periods prior to the Company’s acquisition by its parent. The difference between the Company’s effective tax rate and the U.S. federal statutory rate for the six months ended December 31, 2024 primarily resulted from state income taxes, FDII, and a discrete item related to an out-of-measurement period adjustment to the deferred tax liability related to software costs.

Non-GAAP Financial Measures: For the six months ended December 31, 2025, we had non-GAAP Adjusted EBITDA of approximately $30.7 million compared with Adjusted EBITDA of approximately $19.5 million in the prior year period, or a year-over-year improvement of $11.2 million. We define Adjusted EBITDA as net gain or loss adjusted to exclude: (i) income tax expense; (ii) other income (loss); (iii) interest expense; (iv) depreciation and amortization expense; and (v) other non- recurring expenses. Our method of calculating Adjusted EBITDA may differ from other companies and accordingly, this measure may not be comparable to measures used by other companies. We use Adjusted EBITDA to evaluate our own operating performance and as an integral part of our planning process. We present Adjusted EBITDA as a supplemental measure because we believe such a measure is useful to investors as a reasonable indicator of operating performance. We believe this measure is a financial metric used by many investors to compare companies. This measure is not a recognized measure of financial performance under GAAP in the United States and should not be considered as a substitute for operating earnings (losses), net earnings (loss) from continuing operations or cash flows from operating activities, as determined in accordance with GAAP. See the table below for a reconciliation, for the periods presented, of our GAAP net income (loss) to Adjusted EBITDA.

	Six Months Ended			Six Months Ended
($ in thousands)	December 31, 2025			December 31, 2024
Net Income	$	14,268		$	7,468
Add back:
Interest Expense		5,801			5,666
Income Tax Expense		5,446			1,197
Depreciation and Amortization Expense		2,574			2,512
EBITDA	$	28,088		$	16,843
Adjustments
Stock-based Compensation Expense		94			-
Transaction Costs		596			-
Change In Fair Value of Warrants		2,313			2,586
Restructuring Cost		2			69
Insurance Claim Recovery		(408	)		-
Gain on Disposal of Property and Equipment		(24	)		(15	)
Adjusted EBITDA	$	30,661		$	19,483

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LIQUIDITY AND CAPITAL RESOURCES

Liquidity: On October 1, 2025, Alliance Entertainment Holding Corporation entered into a new Loan and Security Agreement providing for a $120 million senior secured revolving credit facility with Bank of America, N.A. (the “Revolving Credit Facility”), which replaced the Company’s prior asset-based credit facility with White Oak Commercial Finance, LLC (the “Prior Credit Facility”). The Revolving Credit Facility enhances the Company’s liquidity profile and provides increased financial flexibility to support working capital needs and ongoing operations. In addition, the Company continues to implement strategic initiatives focused on cost control and the sale of higher-value products. Based on the availability under the Revolving Credit Facility, cash on hand, cash generated from operations, and working capital, management believes the Company has sufficient liquidity to fund its operations and meet its obligations for at least twelve months from the issuance of these consolidated financial statements.

Our primary sources of liquidity are cash on-hand, cash provided by operating activities, and borrowings under our new credit facility. As of December 31, 2025, in addition to the $1.4 million cash, we carried an $85 million revolver balance on the Revolving Credit Facility. Year over year, working capital levels increased, resulting in higher borrowings under the Company’s revolving credit facility. As of December 31, 2025, the Company carried an $85 million revolver balance, compared with a $70 million balance under the prior credit facility as of December 31, 2024, representing an increase of $15 million, or 22%. As a result, our availability under the Prior Credit Facility decreased from $50 million on December 31, 2024, to $35 million on December 31, 2025 ($15 million, 30%).

Under the Revolving Credit Facility, the Company may request the issuance of letters of credit, which reduce availability under the borrowing base and increase outstanding borrowings. As of December 31, 2025, the Company had a $750,000 letter of credit outstanding, which reduced availability under the Revolving Credit Facility and increased borrowings outstanding by a corresponding amount. The letter of credit is collateralized under the terms of the credit agreement and does not represent restricted cash held by the Company.

($in millions)	December 31, 2025		December 31, 2024
Revolver Balance	$	85	$	70
Availability	$	35	$	50

As of December 31, 2025, the Company intends to continue relying primarily on its borrowing capacity under the Revolving Credit Facility, as well as any renewal or replacement of such facility, to fund working capital and other operational requirements. The availability of additional cash proceeds from the potential exercise of outstanding Warrants is contingent upon the market price of the Company’s Class A common stock exceeding the Warrant exercise price of $11.50 per share. Given that the market price of the Class A common stock was $7.58 as of January 23, 2026, the Company does not currently expect Warrants to be exercised unless and until the market price exceeds the exercise price. Although the Company does not currently have any definitive plans to do so, it may seek to raise additional capital through the issuance of equity securities in the future, depending on market conditions, strategic opportunities, and liquidity needs.

Cash Flow: The following table summarizes our net cash provided by or used on operating activities, investing activities and financing activities for the periods indicated and should be read in conjunction with our condensed consolidated financial statements for the six months ended December 31, 2025, and 2024.

	Six Months Ended
($ in thousands)	December 31, 2025			December 31, 2024
Net Income	$	14,268		$	7,468
Net Cash Provided By (Used In):
Operating Activities	$	(13,813	)	$	13,618
Investing Activities	$	(1,796	)	$	(7,546	)
Financing Activities	$	15,752		$	(4,711	)

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For the six months ended December 31, 2025, on net income of $14.3 million, the Company used $13.8 million of cash from operating activities, compared to $13.6 million of cash generated in the prior-year period. The year-over-year change was primarily driven by working capital dynamics, including the timing of collections, inventory purchases, and vendor payments. Accounts payable increased by $32.7 million, compared to a $57.1 million increase in the prior year, reflecting more normalized purchasing activity and improved cash management practices following the prior year’s heavy build-up of inventory and supplier payments. Inventory increased by $15.0 million, versus a $1.8 million increase in the prior-year period, largely due to the timing of inbound product shipments and inventory replenishment ahead of the holiday selling season. The more moderate inventory growth reflects improved forecasting, tighter purchasing controls, and a more balanced inventory position aligned with current demand levels.

Cash used in investing activities was $1.8 million for the six months ended December 31, 2025, compared to $7.5 million used during the same period in the prior year. Cash used during the current period primarily reflects capital expenditures related to facility improvements and warehouse automation, partially offset by minor cash inflows from asset disposals, as well as cash paid in connection with the Endstate acquisition completed on December 31, 2025. Cash used in the prior-year period primarily related to the Handmade by Robots acquisition, which contributed to the higher investing cash outflows in that period.

Net cash provided by financing activities was $15.8 million for the six months ended December 31, 2025, compared with net cash used of $4.7 million in the prior-year period. Financing activity during the current period primarily reflected borrowings under the Company’s revolving credit facility to support working capital requirements, resulting in net borrowings of approximately $27.9 million, compared with net repayments of $3.3 million in the prior-year period offset by repayment of the $10 million outstanding under loans from Bruce Ogilvie, Executive Chairman of the Board and a principal stockholder of the Company. The increase in net borrowings reflects higher working capital needs during the current period, partially offset by improved liquidity following the Company’s transition to its new revolving credit facility with Bank of America.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. Our discussion and analysis of the financial condition and results of operations are based on these financial statements. The preparation of these financial statements requires the application of accounting policies in addition to certain estimates and judgments by our management. Our estimates and judgments are based on currently available information, historical results, and other assumptions we believe are reasonable. The actual results could differ materially from these estimates.

No changes were made to the critical accounting estimates discussed in the 2025 Annual Report during the ~~three~~six months ended ~~September~~December 3031, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a small reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of ~~September~~December 3031, 2025. Based on that evaluation, management concluded that our disclosure controls and procedures were effective as of that date.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended ~~September~~December 3031, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, management concluded that the material weaknesses previously identified in prior periods were fully remediated as of June 30, 2025. The Company continues to monitor and enhance its internal control environment to support reliable financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Alliance is currently involved in, and may in the future be involved in, legal proceedings, claims, and government investigations in the ordinary course of business. These include proceedings, claims, and investigations relating to, among other things, regulatory matters, commercial matters, intellectual property, competition, tax, employment, pricing, discrimination, consumer rights, personal injury, and property rights.

Depending on the nature of the proceeding, claim, or investigation, the Company may be subject to monetary damage awards, fines, penalties, or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect Alliance’s business, results of operations, and financial condition. The outcomes of legal proceedings, claims, and government investigations are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters.

OnVideo ~~August~~Privacy 8,Protection ~~2024,~~Act aMatters. ~~class~~Beginning ~~action~~in ~~complaint~~August 2024, ~~Feller~~several v.putative ~~Alliance~~class ~~Entertainment,~~actions ~~LLC~~ and ~~DirectToU,~~related ~~LLC,~~proceedings ~~was~~were filed ~~under~~ against the ~~Video~~Company ~~Privacy Protection~~and ~~Act~~its subsidiary, DirectToU, LLC (“~~VPPA~~DirectToU”)., ~~The~~in ~~complaint~~federal ~~alleges~~courts ~~that~~and ~~the~~arbitration ~~Company~~alleging ~~violated~~violations of the Video ~~VPPA~~Privacy byProtection ~~disclosing~~Act ~~users’~~(“VPPA”) ~~personally~~and ~~identifiable information,~~similar asstate ~~well~~laws. asThe ~~information~~complaints ~~regarding~~generally ~~videos~~allege ~~they~~that ~~viewed on~~ the Company’s ~~website, to Facebook through the use of Facebook~~disclosed ~~Pixel.~~certain ~~The~~customer ~~Company~~information isand ~~evaluating~~video ~~the~~viewing ~~claims~~or ~~and~~purchasing ~~intends~~data to ~~defend~~third ~~against~~parties ~~the~~through ~~allegations vigorously. At this time,~~ the ~~potential~~use ~~outcome or range~~ of ~~financial~~website ~~impact~~tracking ~~cannot be reasonably estimated~~technologies.

OnIn June 62025, ~~2024,~~the ~~Office~~parties ~~Create~~reached ~~Corporation filed~~ a ~~complaint~~settlement ~~against~~resolving ~~COKeM International Ltd. (“COKeM”) in~~ the ~~United States~~VPPA-related ~~District Court for the District of Minnesota alleging contributory trademark infringement~~claims, ~~contributory~~subject ~~false designation of origin and unjust enrichment relating~~ to ~~COKeM’s~~court ~~alleged~~approval. ~~distribution~~The ofsettlement aprovides ~~specific video game, Cooking Mama: Cookstar. Office~~for ~~Create~~a ~~Corporation~~cash ispayment ~~seeking damages~~ of ~~no less than~~ $~~20,913,200, plus interest of 9% accruing from October 3, 2022~~1.577 Onmillion ~~August 29, 2024, COKeM filed a response denying all allegations. COKeM intends~~ to ~~vigorously defend~~ the ~~lawsuit~~class. OnThe ~~September~~Company ~~12,~~expects ~~2024, COKeM filed~~ a ~~Third-Party~~portion ~~Complaint~~of ~~against~~the ~~Planet~~settlement ~~Entertainment~~payment ~~LLC~~to ~~and~~be ~~Steven~~covered ~~Grossman~~by ~~asserting~~insurance ~~claims for indemnification~~ and ~~contribution. Mediation has been postponed. Office Create Corporation has filed an amended complaint impleading the former owner~~, ~~chairman~~accordingly, ~~CFO~~recorded ~~and SVP of Sales for COKeM seeking willful trademark infringement claims and civil conspiracy. Alliance filed~~ an ~~amended~~ ~~Answer~~insurance ~~insofar~~receivable ~~as any new claims pertain to COKeM directly on March 12, 2025. The Amended Complaint is now seeking damages in excess~~ of $351.377 million. The ~~court~~Company ~~did~~recorded ~~schedule~~ a settlement ~~conference~~liability ~~for August 11, 2025 but Office Create Corporation cancelled it with no new date scheduled. COKeM has offered a settlement amount~~ of $~~330,000 which has been rejected by Office Create Corporation~~1.577 ~~COKeM~~million ~~believes that Office Create Corporation is relying on case law that has been overturned~~ and ~~precedent~~the related ~~that~~insurance ~~is not-binding~~receivable induring the ~~8th~~three ~~Circuit~~months ~~court.~~ended ~~COKeM~~September ~~has~~30, ~~some~~2025, ~~insurance~~and ~~coverage~~such ~~for~~amounts ~~this~~remained ~~claim~~recorded ~~with~~in ~~insurance carrier, CNA but~~ the ~~policy is~~Company’s ~~capped~~condensed atconsolidated ~~$2.5~~financial ~~million~~statements ~~for~~as ~~all~~of ~~claims~~December ~~and~~31, ~~also has to be shared with the VPPA class action claim(s) discussed below~~2025.

Jonathan Hoang To v. DirectToU, LLC, United States District Court for the Northern District of California; Case No. 3:24-cv-06447; Douglas Feller, Jeffry Haise, and Joseph Mull v. Alliance Entertainment, LLC and DirectToU, LLC, United States District Court for the Southern District of Florida, Case No. 0:24-cv-61444; and Vivek Shah v. DirectToU, LLC, JAMS Arbitration, No. 5220006749.- On or about September 12, 2024, Jonathan Hoang To, who allegedly used the website www.deepdiscount.com; Douglas Feller and Jeffry Haise, who allegedly used the website www.ccvideo.com; Joseph Mull and Vivek Shah, who allegedly used the website www.moviesunlimited.com. The ~~lawsuits also put at issue any~~ other website owned or operated by Alliance Entertainment, LLC (“Alliance”) or one of its corporate affiliates, including the websites www.ccmusic.com and wowhd.co.uk. The lawsuits bring claims against DirectToU, LLC (“DirectToU”) and/or Alliance, alleging a violation of the Video Privacy Protection Act (“VPPA”) related to the alleged collection of, and alleged disclosure to Meta and other third parties, including data brokers, of alleged private information and user data regarding a user’s account information and video viewing/purchasing history from the respective Websites. Plaintiff Hoang To also alleges violations of California’s state VPPA equivalent, as well as violations of California’s Unfair Competition Law. DirectToU and Alliance dispute the allegations and will defend the lawsuits vigorously. The parties in the Hoang To matter have reached a settlement with respect to all potential class members. The settlement agreement has been submitted to the court ~~for~~granted ~~approval,~~preliminary ~~slated for December 15, 2024. An approved settlement would cover the class members covered by the Feller matter, rendering such litigation moot. A motion to stay the Feller matter pending court~~ approval of the settlement in ~~Hoang~~October ~~To has been filed and granted~~2025. ~~Counsel~~Final ~~for the Feller parties filed a motion to intervene and stay the settlement in Hoang, which motions were rejected. The parties await final settlement~~ approval. ~~The settlement was rejected and the court has mandated the parties initiate discovery with respect to third-party data collection. The Alliance parties have filed a reply memorandum in support~~ of ~~its motion to compel arbitration on April 28, 2025. The parties reached a settlement on June 12, 2025, whereby COKeM will pay to~~ the ~~class a~~ settlement ~~amount~~remains ~~of $1~~pending.~~577~~ ~~million~~The ~~and~~Company ~~COKeM’s insurance carrier CNA has approved to cover~~believes ~~their part of~~ the ~~settlement~~recorded ~~amount.~~accrual ~~COKeM~~is ~~will~~adequate ~~have~~based ~~an estimated receivable of $1.377 million. The company had accrued for the liability and the receivables from CNA~~ on ~~the~~currently ~~balance~~available ~~sheet for the three months ending September 30, 2025~~information. ~~The court granted preliminary approval of the settlement in October 2025.~~

31Office Create Litigation. On June 6, 2024, Office Create Corporation filed a civil action against COKeM International Ltd. (“COKeM”) in the United States District Court for the District of Minnesota alleging contributory trademark infringement, false designation of origin, unfair competition, unjust enrichment, and civil conspiracy arising from the alleged distribution of the video game Cooking Mama: Cookstar. Office Create seeks monetary damages, which it asserts exceed $40 million. No damages have been awarded.

Other Matters

From time to time, the Company is involved in other legal and regulatory matters arising in the ordinary course of business.

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Algomus v. Alliance: Alliance received a cease and desist notice from Algomus on July 24, 2025, alleging that Alliance breached a non-solicitation provision of a Master Services Agreement between the parties when Alliance agreed to become the Category Advisor for Walmart. Alliance responded to the letter on August 8, 2025, asserting that Algomus’s position lacks merit. Alliance had been conducting business with Walmart prior to the Master Services Agreement, and Algomus and Walmart’s relationship is not governed by the language of the non-solicitation provision. No further litigation activity since the letter was issued.

Item 1A. Risk Factors

In addition to the risks described below, factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K for the year ending June 30, 2025, filed with the SEC on September 10, 2024. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Risks Related to the Acquisition and Integration of Endstate

On December 31, 2025, we completed the acquisition of Endstate Authentic LLC (“Endstate”). The acquisition introduces operational, financial, and strategic risks that could adversely affect our business if we are unable to successfully integrate or operate the acquired business. Endstate operates a digital authentication and loyalty-driven consumer brand that differs from our traditional wholesale and distribution operations. Successfully integrating Endstate requires, among other things, aligning technology platforms, operational processes, personnel, and corporate culture. We may experience challenges integrating Endstate’s systems and technology, retaining key employees, maintaining relationships with customers and partners, or achieving anticipated growth and synergies. If the integration of Endstate is delayed or unsuccessful, or if Endstate’s business does not perform as expected, our results of operations, cash flows, and financial condition could be materially adversely affected.

The Endstate acquisition includes contingent consideration and other payment obligations that may adversely affect our liquidity and results of operations.

As part of the Endstate acquisition, we assumed obligations that include contingent consideration arrangements, deferred consideration, and acquired royalty obligations. The contingent consideration is based on Endstate’s future financial performance and is subject to remeasurement at fair value each reporting period, with changes recognized in earnings. At December 31, 2025, we accrued $5,500,000 under earnout. Actual amounts payable under these arrangements could exceed the currently estimated amounts and may require significant cash resources. In addition, changes in the estimated fair value of contingent consideration could negatively impact earnings and result in earnings volatility in future periods. These obligations could adversely affect our liquidity, financial flexibility, and results of operations.

Our goodwill and intangible assets recorded in connection with the Endstate acquisition may become impaired.

In connection with the Endstate acquisition, we recorded additional goodwill and finite-lived intangible assets, including technology, trademarks, and customer relationships. The purchase price allocation for the acquisition is preliminary and subject to adjustment as valuation analyses are finalized. Goodwill and intangible assets are subject to impairment testing, which requires significant judgment and estimates regarding future cash flows, growth rates, and market conditions. If Endstate’s operating performance, consumer adoption, or market conditions do not meet our expectations, we may be required to record impairment charges in future periods. Any such impairment could be material and would adversely affect our results of operations and financial condition.

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

None.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Chief Executive Officer and Principal Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2**		Certification of Chief Financial Officer and Principal Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer and Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Chief Financial Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

*	Filed herewith.

**	Furnished herewith.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ALLIANCE ENTERTAINMENT HOLDING CORPORATION
Date: November 12, 2025	By:	/s/ Jeffrey Walker
Date: February 12, 2026	By:	/s/ Jeffrey Walker
	Name:	Jeffrey Walker
	Title:	Chief Executive Officer
		(Principal Executive Officer)

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