izea-20260331

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2026


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

For the transition period from _________________ to _________________

Commission File No.: 001-37703

IZEA WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)


Nevada						37-1530765
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


1317 Edgewater Dr., # 1880, Orlando, FL						32804
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (407) 674-6911

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

Title of each class

Trading Symbol (s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

IZEA

The Nasdaq Capital Market

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”

iii

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and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-Accelerated Filer

☒

Smaller reporting company

☒

Emerging growth company

☐

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

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

As of May 7, 2026, there were 17,513,351 shares of our common stock outstanding.

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IZEA Worldwide, Inc.

Form 10-Q

For the Quarterly Period Ended March 31, 2026


Table of Contents			Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements			1
Unaudited Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025			1
Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025			2
Unaudited Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025			3
Unaudited Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025			4
Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025			5
Notes to the Unaudited Consolidated Financial Statements			7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3. Quantitative and Qualitative Disclosures About Market Risk			38
Item 4. Controls and Procedures			39

PART II. OTHER INFORMATION
Item 1. Legal Proceedings			41
Item 1A. Risk Factors			41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			41
Item 3. Defaults Upon Senior Securities			42
Item 4. Mine Safety Disclosures			42
Item 5. Other Information			42
Item 6. Exhibits			43

Signatures			46

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PART I - FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

IZEA Worldwide, Inc.

Unaudited Consolidated Balance Sheets


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	46,502,356	$	50,886,850
Accounts receivable, net	5,853,585		3,398,479
Prepaid expenses	622,896		830,509

Other current assets	125,321		9,002
Total current assets	53,104,158		55,124,840

Property and equipment, net of accumulated depreciation	6,209		17,131



Software development costs, net of accumulated amortization	2,426,122		2,335,745

Total assets	$	55,536,489	$	57,477,716

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	758,442	$	779,434
Accrued expenses	1,413,805		3,050,995
Contract liabilities	4,892,795		4,729,767

Total current liabilities	7,065,042		8,560,196




Total liabilities	$	7,065,042	$	8,560,196

Commitments and Contingencies (Note 7)

Stockholders’ equity:
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding	—		—
Common stock; $0.0001 par value; 50,000,000 shares authorized; shares issued: 18,253,298 and 18,150,878, respectively, shares outstanding: 17,364,175 and 17,261,755, respectively.	1,825		1,815
Treasury stock at cost: 889,123 and 889,123 shares at March 31, 2026 and December 31, 2025, respectively	(2,344,698)		(2,344,698)
Additional paid-in capital	155,904,372		155,568,812
Accumulated deficit	(105,032,252)		(104,254,729)
Accumulated other comprehensive loss	(57,800)		(53,680)
Total stockholders’ equity	48,471,447		48,917,520
Total liabilities and stockholders’ equity	$	55,536,489	$	57,477,716

See accompanying notes to the unaudited consolidated financial statements.

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IZEA Worldwide, Inc.

Unaudited Consolidated Statements of Operations


	Three Months Ended March 31,
		2026		2025
Revenue		$	6,573,232	$	7,968,363

Costs and expenses:
Cost of revenue		3,630,001		4,401,574
Sales and marketing		930,574		1,121,782
General and administrative		3,035,506		2,940,507
Depreciation and amortization		149,247		160,352

Total costs and expenses		7,745,328		8,624,215

Loss from operations		(1,172,096)		(655,852)

Other income (expense):

Interest expense		(372)		(1,654)

Other income (expense), net		394,945		514,706
Total other income (expense), net		394,573		513,052



Net loss		$	(777,523)	$	(142,800)

Weighted average common shares outstanding – basic and diluted		17,310,313		16,927,166
Basic and diluted loss per common share		$	(0.04)	$	(0.01)

See accompanying notes to the unaudited consolidated financial statements.

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IZEA Worldwide, Inc.

Unaudited Consolidated Statements of Comprehensive Loss


	Three Months Ended March 31,
		2026		2025
Net loss		$	(777,523)	$	(142,800)

Other comprehensive loss
Unrealized loss on securities held		—		(13,903)
Unrealized loss on currency translation		(4,120)		(109,459)

Total other comprehensive loss		(4,120)		(123,362)

Total comprehensive loss		$	(781,643)	$	(266,162)

See accompanying notes to the unaudited consolidated financial statements.

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IZEA Worldwide, Inc.

Unaudited Consolidated Statements of Stockholders’ Equity

Three Months Ended March 31, 2026 and 2025


	Common Stock		Additional Paid-In Capital		Treasury Stock		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balance, December 31, 2024	17,518,018	1,752	$	154,593,800	$	(1,622,065)	$	(104,297,055)	$	105,287	$	48,781,719

Stock issued for payment of services	42,858	4	89,998		—		—		—		90,002
Stock-based compensation	156,474	16	285,116		—		—		—		285,132
Shares withheld to cover statutory taxes	(56,130)	(6)	(174,990)		—		—		—		(174,996)

Treasury stock	—	—	—		(443,808)		—		—		(443,808)
Foreign currency translation adjustment	—	—	—		—		—		(109,459)		(109,459)
Unrealized loss on securities held	—	—	—		—		—		(13,903)		(13,903)
Net loss	—	—	—		—		(142,800)		—		(142,800)
Balance, March 31, 2025	17,661,220	1,766	$	154,793,924	$	(2,065,873)	$	(104,439,855)	$	(18,075)	$	48,271,887


	Common Stock		Additional Paid-In Capital		Treasury Stock		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
Balance, December 31, 2025	18,150,878	1,815	$	155,568,812	$	(2,344,698)	$	(104,254,729)	$	(53,680)	$	48,917,520

Stock issued for payment of services	25,644	2	90,008		—		—		—		90,010
Stock-based compensation	110,925	11	402,155		—		—		—		402,166
Shares withheld to cover statutory taxes	(34,149)	(3)	(156,603)		—		—		—		(156,606)


Foreign currency translation adjustment	—	—	—		—		—		(4,120)		(4,120)

Net loss	—	—	—		—		(777,523)		—		(777,523)
Balance, March 31, 2026	18,253,298	1,825	$	155,904,372	$	(2,344,698)	$	(105,032,252)	$	(57,800)	$	48,471,447

See accompanying notes to the unaudited consolidated financial statements.

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IZEA Worldwide, Inc.

Unaudited Consolidated Statements of Cash Flows


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net loss	$	(777,523)	$	(142,800)
Adjustments to reconcile net loss to net cash used for operating activities:

Depreciation	10,922		22,955
Amortization	138,325		137,397


Stock-based compensation	402,166		285,132
Value of stock issued for payment of services	90,010		90,002




Changes in operating assets and liabilities:
Accounts receivable	(2,455,106)		3,512,710
Prepaid expenses and other current assets	91,294		468,112
Accounts payable	(20,992)		(619,111)
Accrued expenses	(1,630,453)		(652,859)
Contract liabilities	163,028		(1,093,406)
Net cash provided by (used in) operating activities	(3,988,329)		2,008,132
Cash flows from investing activities:



Proceeds from investment maturities	—		4,869,158

Capitalization of software development costs	(228,702)		(149,307)

Net cash provided by (used in) investing activities	(228,702)		4,719,851
Cash flows from financing activities:
Payments on finance obligation	(6,737)		(4,034)

Purchase of treasury stock	—		(443,808)

Payments on shares withheld for statutory taxes	(156,606)		(174,996)
Net cash used in financing activities	(163,343)		(622,838)
Effect of exchange rate changes on cash	(4,120)		(137,265)
Net increase (decrease) in cash and cash equivalents	(4,384,494)		5,967,880
Cash and cash equivalents, beginning of period	50,886,850		44,644,468
Cash and cash equivalents, end of period	$	46,502,356	$	50,612,348

Supplemental cash flow information:
Interest paid	$	372	$	1,654

Supplemental non-cash activities:

Fair Value of common stock issued for services	$	90,010	$	90,002

See accompanying notes to the unaudited consolidated financial statements.

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Notes to the Unaudited Consolidated Financial Statements

NOTE 1. COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Corporate Information and Nature of Business

IZEA Worldwide, Inc. (together with its wholly-owned subsidiaries, “IZEA” or the “Company”) is a Nevada corporation founded in February 2006 under the name PayPerPost, Inc. and became a public company in May 2011. In March 2016, the Company formed IZEA Canada, Inc., a wholly-owned subsidiary incorporated in Ontario, Canada.

The Company helps power the creator economy by enabling marketers to engage creators to produce and distribute content across digital channels through technology-enabled managed services that support influencer and content marketing campaigns. The Company’s current focus is on delivering full-service solutions tailored to client needs.

Basis of Presentation

The accompanying unaudited consolidated balance sheet as of March 31, 2026, and the related unaudited consolidated statements of operations, comprehensive loss, stockholders’ equity, and statement of cash flows for the three months ended March 31, 2026 and 2025 have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. In the opinion of management, these unaudited consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of March 31, 2026 and its results of operations and cash flows for the periods presented.

The consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements as of that date but does not include all of the information and notes required by GAAP for complete financial statements.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year.

These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes as of and for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2026.

Principles of Consolidation

The consolidated financial statements include the accounts of IZEA Worldwide, Inc. and its wholly-owned subsidiaries from their subsidiaries’ acquisition, merger, or formation dates, as applicable. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less from the date of purchase to be cash equivalents. Deposits made to Company bank accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to a maximum amount of $250,000. The Canada Deposit Insurance Corporation (“CDIC”) insures deposits made to the Company’s bank accounts in Canada up to CAD 100,000. Deposit balances exceeding the various limits were approximately $45.9 million and $50.3 million as of March 31, 2026 and December 31, 2025, respectively.

Investment in Debt Securities

The Company’s investments in debt securities are carried at either amortized cost or fair value, with the cost basis determined by the specific identification method. Debt securities for which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and carried at amortized cost. All other debt securities are classified as either trading or available-for-sale and carried at fair value.

Realized and unrealized gains and losses on trading debt securities, as well as realized gains and losses on available-for-sale debt securities, are included in net income (loss). Unrealized gains and losses on available-for-sale debt securities, net of tax, are included in our consolidated balance sheet as a component of accumulated other comprehensive income (loss).

All debt securities matured as of June 30, 2025.

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Notes to the Unaudited Consolidated Financial Statements

Accounts Receivable and Concentration of Credit Risk

The Company’s accounts receivable balance consists of trade receivables and contract assets, net of an allowance for credit losses. Trade receivables represent customer obligations arising from standard credit terms, while contract assets reflect revenue recognized but not yet invoiced. As of March 31, 2026, the Company reported net trade receivables of $5.9 million, including $5.8 million of accounts receivable and $9,475 contract assets. As of December 31, 2025, the Company had net trade receivables of $3.4 million comprised entirely of accounts receivable, with no contract assets.

Management determines the collectability of accounts receivable by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. The Company continues to monitor these factors and will adjust credit and collection policies as necessary to address evolving market conditions and potential risks to financial performance. An account is deemed delinquent when the customer has not paid an amount due by its associated due date. If a portion of the account balance is deemed uncollectible, the Company will either write off the amount owed or provide a reserve based on its best estimate of the uncollectible portion of the account. The Company assesses collectability risk both generally and by specific aged invoices. The Company’s loss history informs a general reserve percentage, which is applied to all invoices less than 90 days from the invoice due date, currently 1% of the outstanding balance. The general reserve, which is updated periodically, recognizes that some invoices will likely become a collection risk. When an invoice is 90 days past its due date, the Company considers each invoice to determine a collectability reserve based on prior history and recent communications with the customer. Generally, the Company’s reserve for such aged invoices will approach 100% of the invoice amount.

The Company’s allowance for credit losses was approximately $0.1 million as of March 31, 2026, unchanged from December 31, 2025. Management continues to monitor the collectability of accounts receivable and believes the allowance is adequate as of the reporting date.

Concentrations of credit risk with respect to accounts receivable have typically been limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. The Company controls credit risk through credit approvals, credit limits, and monitoring procedures. The Company performs credit evaluations of its customers but generally does not require collateral to support accounts receivable. The Company had three customers that accounted for 10.5%, 13.5%, and 40.8%, respectively, of total accounts receivable as of March 31, 2026 and two customers that accounted for 12.4% and 12.5%, respectively, of total accounts receivable as of December 31, 2025. The Company had two customers that accounted for 12.6% and 13.4%, respectively, of its revenue during the three months ended March 31, 2026, and three customers that accounted for 14.3%, 18.3%, and 18.6% of its revenue during the three months ended March 31, 2025.

Property and Equipment

Property and equipment are recorded at cost, or if acquired in a business combination, at the acquisition date fair value. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:


Computer Equipment			3 years
Office Equipment			3 - 10 years
Furniture and Fixtures			5 - 10 years

The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in general and administrative expense in the unaudited consolidated statements of operations.

Software Development Costs

In accordance with Accounting Standards Codification (“ASC”) 350-40, Internal Use Software, the Company capitalizes certain internal-use software development costs associated with creating and enhancing internally developed software used to support its managed services and internal operations. Software development activities generally include a research and planning stage, an application and development stage, and a post-implementation stage. Costs incurred in the research and planning stage and in the post-implementation stage of software development are expensed as incurred, while costs incurred in the application and development stage, including significant enhancements and upgrades, are capitalized.

Capitalized costs include personnel and related employee benefits expenses for employees or consultants directly involved in software development, as well as certain external direct costs. The Company also capitalizes qualifying costs related to cloud computing arrangements (“CCAs”). Capitalized software development costs are amortized on a straight-line basis over the estimated useful life of five years beginning when the software or related enhancements are placed in service.

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Notes to the Unaudited Consolidated Financial Statements

The Company reviews the software development costs for impairment when events or changes indicate the carrying amounts may not be recoverable. Impairment losses, if any, are recognized in the unaudited consolidated statements of operations. Additional information regarding software development costs is provided in “Note 4 — Software Development Costs of the Notes to the Unaudited Consolidated Financial Statements.”

Leases

Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), established a right-of-use model that requires a lessee to record a right-of-use asset and a right-of-use liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company does not record leases on the balance sheet with a lease term of 12 months or less at the commencement date.

Revenue Recognition

The Company generates revenue primarily from Managed Services when a marketer (typically a brand, agency, or partner) engages the Company to provide custom content, influencer marketing, amplification, or other campaign management services (“Managed Services”). The Company also generates a limited amount of revenue from access to certain platform features and related fees.

The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized based on a five-step model as follows: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) performance obligations are satisfied. Revenue is recognized when the control of the promised goods or services is transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled. The Company applies this guidance only to contracts for which it is probable that the Company will collect the consideration to which it is entitled.

The Company evaluates whether it acts as an agent or a principal for each identified performance obligation. For transactions in which the Company acts as a principal, revenue is reported on a gross basis and reflects the amount billed to the customer, with amounts it pays to third-party creators as a cost of revenue.

The Company enters into contractual arrangements with marketers and content creators, typically through master agreements or terms of service, supplemented by a statement of work that define the specific services and pricing. Transaction prices are generally fixed. Customers may prepay for services or be granted credit terms, with standard payment terms of 30 days from the invoice date. Amounts billed in advance of services performed are recorded as contract liabilities and recognized as revenue as the related performance obligations are satisfied. The delivery of custom content represents a distinct performance obligation that is satisfied at a point in time when each piece of content is delivered to the customer. The Company assesses collectability based on customer creditworthiness, payment history, and transaction history.

The Company’s costs to obtain customer contracts consist primarily of sales commissions and related payroll costs. The Company has elected the practical expedient under ASC 340-40 to expense incremental costs of obtaining a contract as incurred when the expected amortization period is one year or less. Accordingly, the Company does not capitalize costs to obtain customer contracts.

Revenue from subscription or platform access arrangements (“SaaS” or “Software as a Service”), which represents an immaterial portion of the Company’s consolidated revenue, is recognized on a straight-line basis over the contractual term.

Managed Services Revenue

Managed Services arrangements may include integrated marketing campaigns delivered through digital and social media channels. Marketers typically engage the Company to generate brand awareness or advertising activity and produce custom content for internal and external use.

Managed Services are generally accounted for as a single performance obligation that is satisfied over time as customers simultaneously receive and consume the benefits of the services. Revenue is typically recognized using an input method based on costs relative to total expected costs. Services are generally performed over periods ranging from one day to one year.

Advertising Costs

Advertising costs are expensed as incurred and include costs associated with promotional activities, including payments to third parties for marketing and brand promotion. Advertising costs are reflected within sales and marketing expenses in the accompanying unaudited consolidated statements of operations.

For the three months ended March 31, 2026, and 2025, advertising costs were approximately $18,867 and $4,658,

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Notes to the Unaudited Consolidated Financial Statements

respectively. Advertising costs are reflected within sales and marketing expenses in the accompanying unaudited consolidated statements of operations.

Income Taxes

Deferred income taxes are accounted for using the balance sheet approach under ASC 740, which requires recognizing deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the assets and liabilities tax basis. A valuation allowance is established when, based on available evidence, it is more likely than not that some or all of a deferred tax asset will not be realized.

The Company incurs state franchise tax in certain jurisdictions, which is included in general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss.

The Company evaluates uncertain tax positions in accordance with applicable accounting guidance and recognizes the impact of uncertain tax positions when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority. Unrecognized tax benefits, if any, are recorded as a liability on the consolidated balance sheet. The Company has not recognized a liability for uncertain tax positions. Interest expense and penalties related to unrecognized tax benefits, if any, are recognized in interest expense and operating expenses, respectively.

The Company’s tax years subject to examination based on the statute of limitations by the IRS are generally three years; however, tax years in which net operating losses were generated may remain subject to examination to the extent that such losses are utilized in future periods. The Company’s tax years subject to examination by the Canadian Revenue Agency is generally four years.

Fair Value of Financial Instruments

The Company’s financial instruments are recorded at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The valuation techniques are classified and disclosed based on a fair value hierarchy that prioritizes the inputs used in valuation techniques. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. There are three levels of inputs that may be used to measure fair value:

•Level 1 – Valuation based on quoted market prices in active markets for identical assets and liabilities.

•Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

•Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. As of March 31, 2026, the Company holds only cash and cash equivalents and no longer holds any marketable securities. Additional information is provided in “Note 2 – Financial Instruments of the Notes to the Unaudited Consolidated Financial Statements.”

Stock-Based Compensation

Stock-based compensation for options granted under the 2011 Equity Incentive Plan and the 2023 Inducement Plan is measured at the grant date fair value and recognized on a straight-line basis over the requisite service period. Fair value is estimated using the Black-Scholes model.

The valuation of stock options requires the use of subjective assumptions, including the expected term of the option, expected stock price volatility, the risk-free interest rate, and the expected dividend yield. The Company applies the simplified method to estimate the expected term, assuming even exercise between vesting and expiration, and uses the grant-date closing stock price as the fair value of common stock. The Company uses the risk-free interest rate implied by the current yield on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The expected dividend yield is zero, as the Company has never paid cash dividends and does not anticipate paying any in the foreseeable future.

The Company estimates forfeitures and revises such estimates over the requisite service period to reflect actual and expected forfeiture activity. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change, and a revised amount of unamortized compensation expense to be recognized in future periods.

The Company may issue restricted stock or restricted stock units (“RSUs”) that vest over time or upon achievement of specified performance conditions. These awards are recorded at fair value on the grant date and expensed on a straight-line

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Notes to the Unaudited Consolidated Financial Statements

basis over the vesting period. Additional information regarding the Company’s equity compensation plans is provided in “Note 8 - Stockholder’s Equity of the Notes to the Unaudited Consolidated Financial Statements.”

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Segment Reporting: Improvements to Reportable Segment Disclosures: In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improving Reportable Segment Disclosures. This update is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU also requires all annual disclosures currently required by Topic 280 to be included in the interim periods. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within the fiscal years beginning after December 15, 2024, with early adoption permitted and requiring retrospective application to all prior periods presented in the financial statements. The adoption did not have a material impact on the unaudited consolidated financial statements.

Income Taxes: Improvements to Income Tax Disclosures: In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires enhanced disclosures of income tax components affecting the rate reconciliation and income taxes paid, disaggregated by applicable taxing jurisdictions. The Company adopted this ASU effective January 1, 2025. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements; however, the ASU resulted in expanded income tax disclosure requirements.

Recently Issued Accounting Pronouncements Not Yet Adopted

Disaggregation of Income Statement Expenses: In November 2024, the FASB issued ASU No. 2024-03 (Subtopic 220-40) Disaggregation of Income Statement Expenses, which requires entities to provide enhanced disclosures related to certain expense categories included in the income statement. The update is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing the timing and impact of adopting the updated provisions.

Intangibles - Goodwill and Other - Internal-Use Software: In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which eliminates the previous stage-based model for software development and introduces a principles-based framework for determining when capitalization of internal-use software costs is appropriate. The update also incorporates guidance on assessing significant development uncertainty and relocates the website development guidance from Subtopic 350-50 into Subtopic 350-40. The amendments are effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently assessing the timing and impact of adopting the updated provisions.

Interim Reporting (Topic 270): Narrow-Scope Improvements: In December 2025, the Financial Accounting Standards Board issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the scope and applicability of interim reporting guidance and certain interim disclosure requirements. The amendments are effective for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures.

NOTE 2. FINANCIAL INSTRUMENTS

Cash, Cash Equivalents, and Marketable Securities (Available for Sale)

The Company maintains its cash and cash equivalents with nationally recognized financial institutions. Cash equivalents consist of highly liquid investments with original maturities of three months or less, including money market funds.

As of March 31, 2026 and December 31, 2025, the Company held cash and cash equivalents primarily in money market funds and did not hold any marketable securities. All previously held marketable securities matured in June 2025, and the proceeds were reinvested in money market funds.

As of March 31, 2026, the Company held $46.5 million in cash and cash equivalents.

NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

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Notes to the Unaudited Consolidated Financial Statements


	March 31, 2026		December 31, 2025
Furniture and fixtures	$	29,848	$	29,848
Office equipment	8,506		8,506
Computer equipment	255,449		255,449
Total	293,803		293,803
Less accumulated depreciation	(287,594)		(276,672)
Property and equipment, net	$	6,209	$	17,131

Depreciation expense on property and equipment recorded in depreciation and amortization expense in the unaudited consolidated statements of operations was $10,922 and $22,955 for the three months ended March 31, 2026 and 2025, respectively.

NOTE 4. SOFTWARE DEVELOPMENT COSTS

Software development costs consist of the following:


	March 31, 2026		December 31, 2025
Software development costs	$	3,879,219	$	3,650,517
Less accumulated amortization	(1,453,097)		(1,314,772)
Software development costs, net	$	2,426,122	$	2,335,745

The Company capitalized internal-use software development costs of $0.2 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively. Capitalized costs consist primarily of consulting fees and payroll and related benefit costs incurred in connection with software development activities including the continued development of the Company’s technology platform, recently rebranded as ZED, which has a planned in-service date during the second quarter of 2026.

The Company amortizes capitalized software development costs on a straight-line basis over the estimated useful life of five years, beginning when the related software or features are available for their intended use. This estimated useful life is consistent with the period over which the Company’s legacy platforms have historically been in service, or the actual useful life if shorter.

Amortization expenses related to capitalized software development cost of $0.1 million and $0.1 million during the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, future estimated amortization expense related to software development costs is set forth in the following schedule:


	Software Development Amortization Expense
2026	$	576,216
2027	737,010
2028	472,297
2029	330,388
2030	256,515
2031	53,696
Total	$	2,426,122

NOTE 5. ACCRUED EXPENSES

Accrued expenses consist of the following:

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Notes to the Unaudited Consolidated Financial Statements


	March 31, 2026		December 31, 2025
Accrued payroll liabilities	$	1,198,741	$	2,761,126
Accrued taxes	33,901		39,538
Current portion of finance obligation	2,369		9,106
Accrued other	178,794		241,225
Total accrued expenses	$	1,413,805	$	3,050,995

NOTE 6. NOTES PAYABLE

Finance Obligation

The Company purchases laptop computer equipment through installment payment arrangements with a third-party vendor, which are accounted for as financing obligations. The related equipment is recorded as fixed assets, and the corresponding liability is recorded at its present value using an imputed interest rate of 12.9%, which approximates the Company’s incremental borrowing rate. Interest expense is recognized over the term of the payment plans.

In connection with a refresh of a portion of its computer inventory, the Company entered into a three-year payment plan with the same vendor during 2022. As of March 31, 2026 and December 31, 2025, the obligation consists entirely of short-term amounts totaling $2,369 and $9,106, respectively, all of which are included in accrued expenses in the unaudited consolidated balance sheets.

Interest expense related to these financing arrangements totaled $372 and $1,654 for the three months ended March 31, 2026 and 2025, respectively, and is included in interest expense in the unaudited consolidated statements of operations and comprehensive loss.

NOTE 7. COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company does not have any operating or finance leases greater than 12 months in duration as of March 31, 2026 and December 31, 2025.

Retirement Plans

The Company offers a defined contribution 401(k) retirement plan to eligible employees. In November 2025, the Company implemented a new 401(k) plan that replaced its prior plan with substantially similar provisions, and participant account balances were rolled into the new plan. Under the plan, the Company matches participant contributions equal to 50% of each participant’s contribution, up to a maximum of 8% of the participant’s salary. Employer-matched contributions vest ratably over four years of service.

Total expense for employer-matched contributions during the three months ended March 31, 2026 and 2025 was recorded in the Company’s unaudited consolidated statements of operations as follows:


	Three Months Ended March 31,
		2026		2025
Cost of revenue		$	17,524	$	19,235
Sales and marketing(1)		16,205		(16,524)
General and administrative		27,630		16,621
Total contribution expense		$	61,359	$	19,332

(1) Negative expense in Sales and Marketing due to our targeted workforce reduction that was announced in December 2024 and executed in January 2025.

Litigation

The Company may occasionally be involved in legal proceedings in the ordinary course of business. While litigation carries inherent uncertainties, the Company is not currently a party to any matters that it believes would have a material adverse effect, individually or in the aggregate.

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Notes to the Unaudited Consolidated Financial Statements

NOTE 8. STOCKHOLDERS’ EQUITY

Authorized Shares

The Company has 50,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock, each with a par value of $0.0001 per share.

Share Repurchases

On June 28, 2024, the Company’s Board of Directors authorized a share repurchase program for up to $5.0 million of the Company’s common stock, which was subsequently increased to $10.0 million in September 2024. Repurchases under the program may be made from time to time in open market or privately negotiated transactions, subject to market conditions and other factors.

In May 2025, the Company completed a modified “Dutch auction” tender offer pursuant to which it repurchased 38,682 shares of common stock at a purchase price of $2.80 per share, for an aggregate cost of approximately $0.1 million, excluding fees and expenses.

On June 16, 2025, the Company entered into an agreement with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) to repurchase shares on the Company’s behalf beginning on July 16, 2025 through May 15, 2026, subject to the terms of the Company’s authorization and in compliance with Rules 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as amended. As of March 31, 2026, no shares have been purchased under this plan.

As of March 31, 2026, the Company had repurchased a cumulative total of 523,268 shares of its common stock under the current program for an aggregate cost of approximately $1.3 million, recorded as treasury stock on the consolidated balance sheet. The average purchase price was $2.53 per share, and approximately $8.7 million remained available for repurchase under the program as of that date.

Equity Incentive Plan

The Company’s stockholders approved an amendment and restatement of the 2011 Equity Incentive Plan at the Company’s 2024 Annual Meeting of Stockholders held on December 12, 2024, to increase the number of plan shares by 700,000 shares, from 3,675,000 to 4,375,000 shares. As of March 31, 2026, the Company had 305,333 remaining shares of common stock available for future issuance under the 2011 Equity Incentive Plan.

Restricted Stock

Under the Company’s 2011 Equity Incentive Plan, the Compensation Committee of the Board of Directors determines the terms and conditions of equity awards granted to participants, including vesting provisions.

In 2025, the Company granted a total of 122,892 shares of restricted common stock to its independent directors for their annual service, with an aggregate grant-date fair value of approximately $0.4 million. These awards were granted in quarterly installments on the last day of each quarter and vested immediately upon grant.

During the three months ended March 31, 2026, the Company granted its six independent directors a total of 25,644 shares of restricted common stock with an aggregate grant-date fair value of approximately $0.1 million. These shares vested immediately upon grant.

The following table summarizes restricted stock activity during the year ended December 31, 2025 and the three months ended March 31, 2026:


Restricted Stock	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2024	—	$	—	0.0
Granted	122,892	2.93
Vested	(122,892)	2.93
Nonvested at December 31, 2025	—	$	—	0.0
Granted	25,644	3.51
Vested	(25,644)	3.51
Nonvested at March 31, 2026	—	$	—	0.0

Expenses recognized on restricted stock issued to independent directors for services were $0.1 million and $0.1 million during the three months ended March 31, 2026 and 2025, respectively.

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Notes to the Unaudited Consolidated Financial Statements

Restricted Stock Units

The Board of Directors determines the terms and conditions of equity awards granted under the Company’s Equity Incentive Plan.

Time-based RSUs

During the three months ended March 31, 2026, the Company granted 16,818 time-based restricted stock units (“RSUs”) to an executive with an aggregate grant-date fair value of approximately $0.1 million. The award vests over a period of 36 months from the grant date.

Performance-based RSUs

On September 6, 2024, the Company granted 490,400 performance-based restricted stock units (“PBRSUs”) with a grant-date fair value of approximately $0.5 million. The PBRSUs vest annually over a four-year period and are contingent upon the achievement of specified performance measures, including a market condition. Because the awards include a market condition, fair value was estimated on the grant date using a Monte Carlo simulation model. No PBRSUs were granted during the three months ended March 31, 2026 or during 2025. The key assumptions used in the Monte Carlo model for the 2024 grant were as follows:


	2024
Risk-free rate	4.0	%
Simulation term (in years)	3.3
Annual volatility (rounded)	55.0	%

Performance-based awards are accounted for as restricted stock units and are included in the Company’s RSU activity and share pool disclosures.

The following table summarizes RSU activity for the year ended December 31, 2025 and the three months ended March 31, 2026:


Restricted Stock Units	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2024	2,048,772	$	2.33	2.6
Granted	737,535	3.07
Vested	(726,564)	2.73
Forfeited	(288,816)	2.47
Nonvested at December 31, 2025	1,770,927	$	2.57	1.3
Granted	16,818	3.52
Vested	(110,925)	2.33
Forfeited	(19,625)	2.17
Nonvested at March 31, 2026	1,657,195	$	2.61	2.5

Stock-based compensation expense related to RSUs was approximately $0.4 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively, and is included in general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss.

As of March 31, 2026, the fair value of the Company’s common stock was approximately $3.51 per share, and the intrinsic value of non-vested RSUs was approximately $4.7 million. Total unrecognized compensation cost related to non-vested RSUs was approximately $3.0 million as of March 31, 2026 and is expected to be recognized over a weighted-average period of approximately 2.5 years.

Stock Options

Under the 2011 Equity Incentive Plan, the Board determines the exercise price, vesting terms, and contractual life of stock option awards. The exercise price of incentive and nonqualified stock options is not less than 100% of the fair market value of the Company’s common stock on the grant date, or 110% of fair market value for incentive stock options granted to individuals who own more than 10% of the Company’s outstanding common stock. Unless otherwise determined at the time of grant, stock options have a contractual term of ten years and vest 25% one year from the grant date, with the remaining balance

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vesting in equal monthly installments over the subsequent three years. Shares issued upon the exercise of stock options are newly issued shares.

A summary of option activity under the 2011 Equity Incentive Plan during the year ended December 31, 2025 and the three months ended March 31, 2026, is presented below:


Options Outstanding	Common Shares	Weighted Average Exercise Price		Weighted Average Remaining Life (Years)
Outstanding at December 31, 2024	33,339	$	18.60	3.7
Granted	—	—
Exercised	(125)	2.08
Expired	(13,936)	28.21
Forfeited	(9)	12.61
Outstanding at December 31, 2025	19,269	$	11.76	3.5
Granted	—	—
Exercised	—	—
Expired	(4,751)	7.94
Forfeited	—	—
Outstanding at March 31, 2026	14,518	$	13.00	4.3

Exercisable at March 31, 2026	14,518	$	13.00

A summary of the nonvested stock option activity under the 2011 Equity Incentive Plan during the year ended December 31, 2025, and three months ended March 31, 2026, is presented below:


Nonvested Options	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2024	1,125	$	18.60	3.8
Granted	—	—
Exercised	—	—
Vested	(1,125)	11.76
Forfeited	—	—
Nonvested at December 31, 2025	—	—		0.0
Granted	—	—
Exercised	—	—
Vested	—	—
Forfeited	—	—
Nonvested at March 31, 2026	—	$	—	0.0

As of March 31, 2026, options to purchase 14,518 shares were outstanding and exercisable, with a weighted-average exercise price of $13.00 per share.

Stock-based compensation expense recognized for stock options issued to employees was $7,501 for the three months ended March 31, 2025. As of March 31, 2026, there was no unrecognized compensation cost related to non-vested stock option awards, as all awards were fully vested.

On November 30, 2023, the Board of Directors adopted the IZEA Worldwide, Inc. 2023 Inducement Plan (the “Inducement Plan”) to accommodate equity grants to new employees hired by IZEA in connection with acquisition transactions. Under the Inducement Plan, IZEA may grant RSUs, including performance-based and time-based RSUs, with respect to up to a total of 1,800,000 shares of IZEA common stock to new employees of IZEA or its subsidiaries.

The Inducement Plan was adopted without stockholder approval in reliance on Rule 5635(c)(4) of the NASDAQ Listing Rules. Awards under the Inducement Plan may be granted only to individuals who were not previously employees or non-employee directors of the Company, or following a bona fide period of non-employment, as an inducement material to

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Notes to the Unaudited Consolidated Financial Statements

such the individuals’ entry into employment with the Company or in connection with a merger or acquisition, as permitted by the NASDAQ Listing Rules.

The following table contains summarized information about inducement grant-related RSUs during the year ended December 31, 2025 and the three months ended March 31, 2026.


Inducement Shares	Time-Based	Performance Based	Total
Grant Outstanding at December 31, 2024	50,000	—	50,000
Granted	—	—	—
Forfeited	—	—	—
Grant Outstanding at December 31, 2025	50,000	—	50,000
Granted	—	—	—
Forfeited	—	—	—
Grant Outstanding at March 31, 2026	50,000	—	50,000

Employee Stock Purchase Plan

The amended and restated IZEA Worldwide, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”) provides for the issuance of up to 125,000 shares of the Company’s common stock to eligible employees regularly employed by the Company for 90 days or more on a full-time or part-time basis (20 hours or more per week on a regular schedule). The ESPP operates in successive six-month periods commencing at the beginning of each fiscal year half.

Eligible employees may elect to purchase shares of the Company’s common stock through payroll deductions of up to 10% of their annual compensation, subject to a maximum of $21,250 per year or 2,000 shares per offering period. The purchase price will be the lower of (i) 85% of the fair market value of a share of common stock on the first day of the offering period or (ii) 85% of the fair market value of a share of common stock on the last day of the offering period. The ESPP will continue until January 1, 2028, unless otherwise terminated by the Board.

Stock compensation expense related to the ESPP totaled $15,046 and $10,789 for the three months ended March 31, 2026 and 2025, respectively, and is included in general and administrative expenses in the consolidated statement of operations and comprehensive loss. As of March 31, 2026, there were 52,992 remaining shares of common stock available for future issuance under the ESPP.

Summary of Stock-Based Compensation

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period, net of estimated forfeitures, see “Note 1 Company and Summary of Significant Accounting Policies of the notes to the unaudited Consolidated Financial Statements.”

Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options, and employee stock purchase plan issuances during the three months ended March 31, 2026 and 2025 was recorded in the Company’s unaudited consolidated statements of operations as follows:


	Three Months Ended March 31,
		2026		2025
Cost of revenue		$	21,126	$	62,449
Sales and marketing(1)		73,538		(10,270)
General and administrative		307,502		232,953
Total stock-based compensation		$	402,166	$	285,132

(1) Stock-based compensation expense for the Sales and Marketing department was negative during the period as a result of the targeted workforce reduction announced in December 2024 and implemented in January 2025. The negative expense reflects the reversal of previously recognized compensation cost associated with unvested awards that were forfeited upon employee termination. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. When an employee departs prior to completing the vesting period, any unvested awards are forfeited and previously recognized expense related to those awards is reversed in the period of forfeiture.

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Accumulated Other Comprehensive Loss

We recognize activity in other comprehensive income (loss) for unrealized gains and losses on securities and foreign currency translation adjustments. The activity in accumulated other comprehensive income (loss) for the three months ended March 31, 2026 and 2025 was as follows:


	Three Months Ended March 31,
	2026						2025
	Currency Translation Adjustment		Reclassification of Foreign Currency Translation Adjustment to Income		Total Accumulated Other Comprehensive Loss		Unrealized Gain (Loss) on Securities		Currency Translation Adjustment		Reclassification of Foreign Currency Translation Adjustment to Income		Total Accumulated Other Comprehensive Income (Loss)
Balance at December 31	$	(19,462)	$	(34,218)	$	(53,680)	$	12,209	$	127,296	$	(34,218)	$	105,287
Other comprehensive income (loss)	(4,120)		—		(4,120)		(13,903)		(109,459)		—		(123,362)
Balance at March 31	$	(23,582)	$	(34,218)	$	(57,800)	$	(1,694)	$	17,837	$	(34,218)	$	(18,075)

NOTE 9. LOSS PER COMMON SHARE

Basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period, adjusted for the potential dilutive effect of stock options, unvested restricted stock units, and other convertible securities. The calculation includes the effect of dilutive securities only when their inclusion would not be anti-dilutive. For share-based awards, the Company uses the treasury stock method, which assumes proceeds from the assumed exercise or vesting are used to repurchase shares at the average market price during the period.


	Three Months Ended March 31,
		2026		2025
Net loss		$	(777,523)	$	(142,800)

Weighted average shares outstanding - basic and diluted		17,310,313		16,927,166
Basic and diluted loss per common share		$	(0.04)	$	(0.01)

The Company excluded the following weighted average items from the above computation of diluted loss per common share, as their effect would be anti-dilutive:


	Three Months Ended March 31,
	2026	2025
Stock options	17,206	31,147
Restricted stock units	1,365,819	1,249,178
Total excluded shares	1,383,025	1,280,325

NOTE 10. REVENUE

The following table illustrates the Company’s revenue:


	Three Months Ended March 31,
		2026		2025
Managed Services Revenue		$	6,553,171	$	7,907,410
SaaS Services Revenue		20,061		60,953
Total Revenue		$	6,573,232	$	7,968,363

The Company’s revenue is predominantly derived from Managed Services. Managed Services revenue consists primarily of Sponsored Social and Content services. Sponsored Social revenue, which totaled $6.0 million and $6.8 million for the three months ended March 31, 2026 and 2025, respectively, is recognized over time. Content revenue, which totaled $0.6 million and $1.2 million for the three months ended March 31, 2026 and 2025, respectively, is recognized at a point in time. SaaS Services Revenue, which is not material to total revenue, is recognized over time.

The following table provides the Company’s revenues as determined by customer geographic region:


	Three Months Ended March 31,
		2026		2025
Revenue from North America		$	5,825,515	$	7,628,344
Revenue from Other		1,226		102,192
Revenue from APAC		746,491		237,827
Total		$	6,573,232	$	7,968,363

Contract Assets and Liabilities

The following tables provide information about receivables, contract assets, and contract liabilities from contracts with customers reported in the Company’s consolidated balance sheet:


	March 31, 2026		December 31, 2025
Accounts receivable	$	5,955,302	$	3,509,671
Unbilled contract assets	9,475		—
Allowance for credit losses	(111,192)		(111,192)




Contract liabilities(1)	(4,892,795)		(4,729,767)

Net contract assets (liabilities)	$	960,790	$	(1,331,288)

(1) Contract liabilities represent consideration received from customers for which the related performance obligations have not yet been satisfied.

The Company does not typically enter into contracts with original terms exceeding one year. As a result, substantially all of the contract liabilities recorded at the end of the year are recognized as revenue in the following year. The contract liability balance as of December 31, 2025, was $4.7 million. Of that balance, $3.7 million was recognized as revenue during the three months ended March 31, 2026. The contract liability balance as of March 31, 2026, was $4.9 million. The Company expects to recognize substantially all of this balance as revenue within the next twelve months.

Contract receivables are recognized when the Company’s right to consideration is unconditional. Contract liabilities relate to the consideration received from customers in advance of the Company satisfying performance obligations under the terms of the contracts. Contract liabilities increase as advance payments from customers are received and decrease as revenue is recognized upon satisfaction of the related performance obligations.

As a practical expedient, the Company expenses the costs of sales commissions and other incremental costs of obtaining customer contracts when the amortization period of such costs would have totaled one year or less.

Remaining Performance Obligations

As substantially all of the Company’s contracts have terms of one year or less, the remaining performance obligations at March 31, 2026 and December 31, 2025, are equal to the contract liabilities disclosed above. The Company expects to recognize substantially all of the remaining performance obligations as of March 31, 2026 as revenue within twelve months.

NOTE 11. SEGMENT DISCLOSURES

The Company provides value through its Managed Services, by managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing. The Company operates as one operating and one reportable segment in accordance with ASC 280, Segment Reporting.

The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer (“CEO”). The CODM evaluates segment performance and makes resource allocation decisions based on net income (loss), which represents the measure of segment profit reviewed for purposes of assessing operating performance, allocating resources, and evaluating financial results.

In assessing performance, the CODM considers revenue growth and profitability trends to evaluate market demand, pricing strategies, customer acquisition and retention, and operating efficiency. Expense trends, including personnel-related costs and other cash operating costs, are monitored to assess cost structure, scalability, and the impact of strategic initiatives. Segment profitability is primarily evaluated based on cash operating costs and EBITDA, which excludes non-cash items such as depreciation and amortization, stock-based compensation, and impairment charges, though these items are considered in the overall assessment.

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Notes to the Unaudited Consolidated Financial Statements

The following table presents the Company’s single reportable segment results for the three months ended March 31, 2026 and 2025, which reconcile to the unaudited consolidated statements of operations and comprehensive loss:


	Three Months Ended March 31,
		2026		2025
Revenue		$	6,573,232	$	7,968,363
Less:
Cost of revenue-direct		2,725,860		3,337,826
Human capital costs		3,396,025		3,446,662
Other cash operating costs		1,072,030		1,374,526
Depreciation and amortization		149,247		160,352
Stock based compensation		402,166		285,132

Interest income		(395,012)		(471,190)


Other expense (income), net		439		(22,145)
Segment net loss		$	(777,523)	$	(142,800)

Cost Classification Descriptions

The following descriptions provide additional detail regarding certain components included in the segment results above.

•Cost of revenue consists primarily of influencer fees and other costs directly attributable to fulfilling customer contracts.

•Human capital costs include employee-related expenses such as salaries, wages, bonuses, commissions, payroll taxes, and employee benefits.

•Other cash operating costs represent recurring operating expenses necessary to run the business, excluding non-cash items such as depreciation, amortization, and stock-based compensation, and primarily include professional services, software subscriptions, travel, and other general business expenses.

•Other expense (income), net includes realized gains and losses on marketable securities and foreign exchange transactions.

NOTE 12. INCOME TAX

The Company’s effective income tax rate was approximately 0% for the three months ended March 31, 2026 and 2025. The effective tax rate in both periods differs from the U.S. federal statutory rate primarily due to the impact of a full valuation allowance recorded against the Company’s deferred tax assets, which results in no income tax benefit being recognized on pre-tax losses. The Company continues to maintain a full valuation allowance against its net deferred tax assets as of March 31, 2026. As a result, no material income tax expense or benefit was recorded for the three months ended March 31, 2026 and 2025.

NOTE 13. SUBSEQUENT EVENTS

The Company has completed an evaluation of all subsequent events through May 12, 2026, to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the unaudited consolidated financial statements and events that occurred but were not recognized in the unaudited consolidated financial statements.

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this report, including those contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations and the notes to our unaudited consolidated financial statements, particularly those that utilize terminology such as “may,” “will,” “would,” “can,” “could,” “continue,” “design,” “should,” “expects,” “aims,” “anticipates,” “estimates,” “believes,” “thinks,” “intends,” “likely,” “projects,” “plans,” “pursue,” “strategy,”

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“future,” “forecasts,” “goal,” “hopes,” or the negative of these words or other words or expressions of similar meaning, are forward-looking statements.

These forward-looking statements are based on currently available operating, financial and competitive information, and are subject to inherent risks, uncertainties, and changes in circumstances that are difficult to predict and many of which are outside of our control. Future events and our actual results and financial condition may differ materially from those reflected in these forward-looking statements. Accordingly, you should not rely on any of these forward-looking statements.

Important factors that could cause actual results to differ materially from those contemplated by forward-looking statements. include, but are not limited to, the following:

•adverse economic, market, or geopolitical conditions, including inflationary pressures, tariffs, supply-chain disruptions, labor availability, and business closures;

•the concentration of revenue among a limited number of customers and the loss of, or reduced spending by, significant customers;

•errors in estimates, assumptions, or judgments relating to our critical accounting policies;

•our ability to raise additional capital to fund operations or strategic initiatives;

•our ability to maintain compliance with the continued listing requirements of the Nasdaq Capital Market;

•our ability to maintain effective internal control over financial reporting and effective disclosure controls and procedures;

•our ability to protect our intellectual property and other proprietary rights;

•our ability to maintain and grow our business and brand;

•results of any future litigation and costs incurred in connection with any such litigation;

•competition in the industry;

•variability of operating results;

•our ability to maintain and enhance our brand;

•cybersecurity incidents or other data security breaches;

•the integration of artificial intelligence (“AI”) into our operations;

•our ability to develop, introduce, and successfully commercialize new products and services;

•risks associated with the use of open-source software;

•the successful integration of acquired companies, technologies, and assets;

•the effectiveness of marketing and business development initiatives;

•changes in government regulation and compliance requirements;

•dependence on key personnel and our ability to attract, hire, and retain qualified personnel;

•potential liabilities arising from actions taken by our current or former employees;

•geopolitical instability, including ongoing conflicts in Eastern Europe and the Middle East and broader global tensions, could adversely affect economic conditions, financial markets, and customer spending; and

•the other risks and uncertainties described in the Risk Factors section of this Quarterly Report and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 17, 2026.

All forward-looking statements in this document are based on current expectations, intentions, and beliefs using information available to us as of the date of this Quarterly Report; we assume no obligation to update any forward-looking statements, except as required by law. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements.

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Company Overview

IZEA Worldwide, Inc. (“IZEA”, “Company,” “we”, “us” or “our”) is a technology-enabled influencer marketing company that delivers creator economy solutions for marketers through managed services supported by proprietary technology. We provide value by managing custom content workflows, creator discovery and engagement, campaign execution, analytics, and payment processing. Our mission is to deliver creator economy solutions for marketers by facilitating effective collaboration between brands and creators.

IZEA pioneered the concept of an influencer marketplace in 2006 with the launch of PayPerPost, helping establish the foundation for modern influencer marketing. Today, we primarily serve enterprise brands and agencies across a range of industries, while also supporting small- and mid-sized businesses and independent creators. Our services include influencer marketing programs, customer-generated content, and custom content creation, delivered through technology-enabled managed services.

We continue to invest in our proprietary technology platform to enhance the efficiency, scalability, and performance of our managed services offerings. During the quarter, we rebranded our platform as ZED, an AI-powered operating system designed to support enterprise brands and agencies in managing complex, large-scale creator campaigns. ZED builds upon the existing capabilities of IZEA Flex and our broader technology stack, further integrating campaign planning, creator relationship management, workflow automation, compliance, budgeting controls, and performance measurement into a unified environment.

ZED introduces expanded functionality intended to improve execution and insights across the influencer marketing lifecycle, including enhanced workflow automation, more advanced performance analytics, and deeper AI-driven support for campaign planning and content development. While ZED was launched during the quarter, it has not yet been deployed in active client campaigns and did not directly impact revenue or operating results for the three months ended March 31, 2026. The Company incurred costs related to the continued development and rollout of the platform during the period. We expect a full rollout in the second quarter of 2026, with the platform designed to drive more efficient, data-driven campaign execution and strengthen our ability to deliver at scale.

Key Components of Results of Operations

Overall consolidated results of operations are evaluated based on Revenue, Cost of Revenue, Sales and Marketing expenses, General and Administrative expenses, Depreciation and Amortization, and Other Income (Expense), net.

Revenue

We generate revenue primarily from our Managed Services, when a marketer (typically a brand, agency, or partner) engages us to provide custom content, influencer marketing, amplification, or other campaign management services. We generate limited SaaS Services Revenue from access to certain features of our proprietary platforms, as well as related transaction and miscellaneous fees.

Cost of Revenue

Our cost of revenue consists primarily of direct costs paid to our third-party creators who provide the custom content, influencer marketing, or amplification services for our Managed Service customers, for which revenue is reported on a gross basis. Cost of revenue also includes internal costs for our campaign fulfillment and customer support, including salaries, bonuses, commissions, stock-based compensation, employee benefit costs, and personnel-related costs incurred to support service delivery and fulfill our customer contractual obligations.

Sales and Marketing

Our sales and marketing expenses consist primarily of salaries, bonuses, commissions, stock-based compensation, employee benefit costs, travel, and other personnel-related costs for our sales, account management, and marketing teams. These expenses also include costs for brand marketing activities, public relations, industry events, marketing materials, and other demand-generation efforts to support customer acquisition and account expansion.

General and Administrative

Our general and administrative (“G&A”) expenses consist primarily of salaries, bonuses, commissions, stock-based compensation, employee benefits, and other personnel-related expenses for our executive, finance, legal, human resources, and other administrative functions. G&A also includes travel, public company and investor relations costs, accounting and legal professional services fees, and other corporate-related expenses.

G&A includes technology and development costs associated with maintaining and enhancing our proprietary technology platform. These costs consist primarily of payroll costs for internal engineers and contractors, as well as hosting and software subscription expenses. Technology and development costs are expensed as incurred, except for qualifying internal-use software development costs, which are capitalized and recorded as software development costs on the consolidated balance

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sheet. Depreciation and amortization related to these capitalized costs are reflected separately in the unaudited consolidated statements of operations and comprehensive loss.

G&A expenses include current-period gains and losses on our acquisition costs payable and on the sale of fixed assets. Impairments on fixed assets, intangible assets, and goodwill, are included as part of G&A expenses presented separately in our unaudited consolidated statements of operations and comprehensive loss when deemed material.

Depreciation and Amortization

Depreciation and amortization expenses consist primarily of amortization of our internal-use software and acquired intangible assets from our business acquisitions. To a lesser extent, we also have depreciation and amortization on equipment used by our personnel. Costs are amortized or depreciated over the estimated useful lives of the associated assets.

Other Income (Expense)

Interest Expense. Interest expense is primarily related to the payment plans for purchasing computer equipment.

Other Income. Other income consists primarily of interest income earned on investments, as well as realized gains and losses on foreign currency exchange transactions, primarily related to the Canadian Dollar.

Results of Operations for the Three Months Ended March 31, 2026 and 2025

The following table summarizes our unaudited consolidated statements of operations and presents the period-to-period changes.



	Three Months Ended March 31,
	2026		2025		$ Change		% Change
Revenue	$	6,573,232	$	7,968,363	$	(1,395,131)	(18)	%

Costs and expenses:
Cost of revenue	3,630,001		4,401,574		(771,573)		(18)	%
Sales and marketing	930,574		1,121,782		(191,208)		(17)	%
General and administrative	3,035,506		2,940,507		94,999		3	%
Depreciation and amortization	149,247		160,352		(11,105)		(7)	%
Total costs and expenses	7,745,328		8,624,215		(878,887)		(10)	%
Loss from operations	(1,172,096)		(655,852)		(516,244)		(79)	%
Other income (expense):
Interest Expense	(372)		(1,654)		1,282		(78)	%
Other income (expense), net	394,945		514,706		(119,761)		(23)	%
Total other income (expense), net	394,573		513,052		(118,479)		(23)	%




Net loss	$	(777,523)	$	(142,800)	$	(634,723)	(444)	%

Revenue

Revenue totaled $6.6 million for the three months ended March 31, 2026, compared to $8.0 million for the three months ended March 31, 2025. This represents a decrease of $1.4 million, or 18%, year over year. The decline primarily reflects the Company’s deliberate shift toward growing our core enterprise customer base and reducing reliance on non-core, lower-margin customers, which supports our continued focus on enhancing the quality, sustainability, and long-term profitability of our revenue. The decrease was also impacted, to a lesser extent, by contract timing differences within several enterprise accounts in the current quarter, which we expect to contribute to our growth in the current year.

Cost of Revenue

Cost of revenue totaled $3.6 million for the three months ended March 31, 2026, compared to $4.4 million for the three months ended March 31, 2025, representing a decrease of $0.8 million, or 18%, year over year. The decrease was primarily driven by lower overall delivery volume, consistent with the decline in revenue, and a more favorable mix of higher-margin enterprise engagements.

Sales and Marketing

Sales and marketing expense for the three months ended March 31, 2026 decreased by $0.2 million, or approximately

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17%, compared to the same period in 2025, primarily reflecting lower payroll and related expense, reflecting lower headcount and the impact of prior workforce reductions. This decrease was partially offset by increased stock-based compensation, as well as incremental investments in advertising and travel to support growth initiatives. Investor relations costs declined modestly compared to the prior year period.

General and Administrative

General and administrative expense for the three months ended March 31, 2026 increased by $0.1 million, or approximately 3%, compared to the same period in 2025. The increase is primarily due to higher payroll and related expenses, partially offset by cost reductions in professional fees, contractor usage, and software and hosting costs.

Depreciation and Amortization

Depreciation and amortization expenses for the three months ended March 31, 2026, decreased by $11,105, or approximately 7%, compared to the same period in 2025, primarily due to lower depreciation expense on property and equipment. Depreciation expense decreased to $10,922 for the three months ended March 31, 2026 from $22,955 in the prior-year period. Amortization of internal-use software development costs was $138,325 for the three months ended March 31, 2026, compared to $137,397 for the prior-year period, with the modest increase driven by additional internally developed software features being placed into service.

Other Income (Expense)

Interest expense totaled $372 during the three months ended March 31, 2026, compared to $1,654 in the prior year period, primarily reflecting the repayment of one of the Company’s prior financing arrangements.

Other income, net, totaled $0.4 million during the three months ended March 31, 2026, a decrease of $0.1 million compared to the same period in 2025, primarily from lower investment portfolio interest income.

Net Loss

Net loss for the three months ended March 31, 2026 was $0.8 million, compared to the net loss of $0.1 million for the same period in 2025.

Total Comprehensive Loss

Total comprehensive loss for the three months ended March 31, 2026 was $0.8 million, an increase of $0.5 million compared to the prior year period. Changes to total comprehensive loss are primarily driven by an increase in net loss and a change in foreign currency translation adjustments.

Key Metric

We review the information provided by our key financial metric, Managed Services Bookings, to assess the progress of our business and make decisions on where to allocate our resources including sales capacity, marketing investments, and product development. As our business evolves, we may change the key financial metrics in future periods.

Managed Services Bookings is a measure of all sales orders received during a time period, less any cancellations received or refunds issued during the same period. Our sales contracts vary in complexity by customer and range from custom content delivery to integrated marketing services, with contract terms generally ranging from several months for smaller contracts up to twelve months for larger contracts.

We recognize revenue from our Managed Services contracts on a percentage-of-completion basis as content and services are delivered over time. Historically, bookings converted to revenue over an average of approximately six months. As the Company has entered into larger and more complex contracts, the average conversion period extended to approximately nine months, with the largest contracts taking longer to complete. More recently, the average time between bookings and revenue has improved to approximately seven months. Accordingly, while Managed Services Bookings is an indicator of overall business activity, it may not be predictive of revenue in any given period and remains subject to variability based on contract size, complexity, and timing of delivery.

We use the Managed Services Bookings metric to plan staffing, assess cohort trends that inform our go-to-market strategy, and guide product development efforts. Managed Services Bookings for the three months ended March 31, 2026 and 2025, were $6.3 million and $7.5 million, respectively. The year-over-year decline was primarily due to contract timing differences with several of our enterprise accounts, which we expect to contribute to growth in the current year.

Non-GAAP Financial Measure

Adjusted EBITDA

Our Chief Operating Decision Maker (“CODM”) and Board of Directors emphasize our operating results for planning

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purposes to allocate resources to enhance the financial performance of our business. Adjusted EBITDA is a “non-GAAP financial measure” under the rules of the Securities and Exchange Commission (the “SEC”). We define Adjusted EBITDA as operating income (or loss) from operations before depreciation and amortization, non-cash stock-based compensation, and other operating adjustments that are non-recurring or unusual to our core ongoing operations.

We use Adjusted EBITDA as a measure of operating performance, for planning purposes, to allocate resources to enhance the financial performance of our business and in communications with our Board of Directors regarding our financial performance. We believe that Adjusted EBITDA also provides valuable information to investors as it excludes non-cash transactions, and it provides consistency to facilitate period-to-period comparisons.

You should not consider Adjusted EBITDA in isolation or as a substitute for an analysis of our results of operations under GAAP. In addition, not all companies calculate Adjusted EBITDA in the same manner, which limits its usefulness as a comparative measure. Moreover, Adjusted EBITDA has limitations as an analytical tool, including that it:

•does not include stock-based compensation expense, which is a non-cash expense, but has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an essential part of our compensation strategy;

•does not include stock issued for payment of services, which is a non-cash expense, but has been, and is expected to be for the foreseeable future, an important means for us to compensate our directors, vendors, and other parties who provide us with services;

•does not include depreciation and intangible assets amortization expense, impairment charges, and gains or losses on disposal of equipment, which is not always a current period cash expense, but the assets being depreciated and amortized may have to be replaced in the future; and

•does not include non-operating activity, including interest income and other gains, losses, and expenses that we believe are not indicative of our ongoing core operating results, but these items may represent a reduction or increase in cash available to us.

Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the operation and growth of our business or as a measure of cash that will be available to us to meet our obligations. You should compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP financial measures as supplements. In evaluating this non-GAAP financial measure, you should be aware that in the future, we may incur expenses similar to those for which adjustments are made in calculating Adjusted EBITDA. Our presentation of this non-GAAP financial measure should also not be construed to infer that our future results will be unaffected by unusual or non-recurring items.

The following table sets forth a reconciliation from the GAAP measurement of net loss to our non-GAAP financial measure of Adjusted EBITDA for the three months ended March 31, 2026, and 2025:


	Three Months Ended March 31,
	2026			2025
Net loss	$	(777,523)		$	(142,800)


Non-cash stock-based compensation	402,166			285,132
Non-cash stock issued for payment of services	90,010			90,002
Depreciation and amortization	149,247			160,352
Interest expense	372			1,654
Interest income	(395,012)			(471,190)

Adjusted EBITDA	$	(530,740)		$	(76,850)

Revenue	$	6,573,232		$	7,968,363
Adjusted EBITDA as a % of Revenue	(8.1)		%	(1.0)		%

Liquidity and Capital Resources

Near-Term Liquidity and Capital Resources

The Company’s primary cash needs have historically been funding the development and integration of our technology

platforms, marketing expenses, and general and administrative (“G&A”) expenses, including salaries, bonuses, and commissions. The Company has incurred losses and negative cash flow from operations for most periods since inception, primarily the result of costs associated with third-party creators, salaries, bonuses and stock-based compensation, and other G&A expenses, including technology and development costs, which has resulted in a total accumulated deficit of $105.0 million as of March 31, 2026. While we have not yet achieved consistent profitability, and we will continue to invest in areas we expect will help us grow, we believe we have sufficient resources to fund operations and planned investments for at least the next twelve months.

We had cash and cash equivalents of $46.5 million as of March 31, 2026, as compared to $50.9 million as of December 31, 2025. The $4.4 million decrease was primarily driven by an increase in accounts receivable and the payout of accrued 2025 incentive compensation during the current quarter.


	Three Months Ended March 31,
	2026		2025
Net cash (used for)/provided by:
Operating activities	$	(3,988,329)	$	2,008,132
Investing activities	(228,702)		4,719,851
Financing activities	(163,343)		(622,838)
Effect of exchange rates on cash	(4,120)		(137,265)
Net increase (decrease) in cash and cash equivalents	$	(4,384,494)	$	5,967,880

Net cash used by operating activities was $4.0 million during the three months ended March 31, 2026, primarily driven by net loss of $0.8 million and unfavorable working capital changes, including a $2.5 million increase in accounts receivable and a $1.6 million decrease in accrued expenses. These uses of cash were partially offset by non-cash items, including $0.4 million of stock-based compensation and $0.1 million of depreciation and amortization, as well as a $0.1 million decrease in prepaid expenses and a $0.2 million increase in deferred revenue. Net cash used by investing activities was $0.2 million during the three months ended March 31, 2026, primarily due to investment in software development. Net cash used for financing activities during the three months ended March 31, 2026 was $0.2 million, primarily driven by payments on shares withheld for statutory taxes.

Long-Term Liquidity

We anticipate that our operating expenses will increase over time to support higher revenue and the working capital financing required as we continue to expand our business. We currently believe that we have adequate cash to fund our business growth beyond the next twelve months; however, should additional capital become necessary, we expect these funds would be financed predominantly through proceeds from future equity, equity-based, or debt offerings, unless and until our operations are profitable and sustain our ongoing capital needs. As a result, our business success could significantly depend upon our ability to obtain the funding necessary to support our operations.

Financial Condition and Outlook

Beginning in early 2025, we implemented a new account management model, redirecting our focus and resources primarily toward larger, more valuable recurring accounts - our core enterprise customers - while reducing the selling and delivery resources previously devoted to cost-intensive, lower-value or project-based accounts with limited repeat business. This strategic realignment reduced current-year contract bookings while significantly improving profitability and strengthening our foundation for sustainable growth. We believe that our bookings will show comparative growth mid-2026.

Revenue from Managed Services decreased 17% for the three months ended March 31, 2026, compared to the prior-year period, primarily reflecting our deliberate shift toward enterprise customers and away from non-core, lower-margin work, as we prioritize higher-quality, more sustainable, and more profitable revenue.

Adjusted EBITDA loss increased to $0.5 million for the three months ended March 31, 2026, compared to the loss of $0.1 million in the prior year period, primarily reflecting lower comparative revenue, partially offset by a reduction in operating costs.

We expect growth opportunities in our core enterprise accounts, along with other business development activities, to support profitable organic growth over the next twelve months, although growth may not occur consistently each quarter. As Managed Services revenue is recognized over time and typically lags contract bookings by approximately seven months, results for the first half of 2025 included revenue recognized from non-core customer contracts booked in 2024 that remained in backlog at the start of 2025. As those contracts have rolled off, year-over-year revenue comparisons in the first half of 2026

have been and are expected to remain lower. We anticipate more favorable comparisons in the second half of 2026 as revenue increasingly reflects our current mix of core enterprise engagements.

Operating expenses are expected to increase gradually over the next twelve months as we invest in expansion; however, we believe our current cost structure is better aligned to scale efficiently, limiting the recurrence of historical cash losses and reducing the strain on working capital as the business grows.

We believe our cash and cash equivalents are sufficient to fund planned growth initiatives over the next twelve months. If additional capital is needed, we expect to obtain it primarily through equity, equity-linked notes, or debt financing until our operations generate sufficient profitability to meet ongoing capital requirements.

Off-Balance Sheet Arrangements

The Company did not engage in any “off-balance sheet arrangements” (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of March 31, 2026.

Critical Accounting Policies and Use of Estimates

There have been no material changes to our critical accounting policies as set forth in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2025. For a summary of our significant accounting policies, please refer to “Note 1 - Company and Summary of Significant Accounting Policies of the unaudited Consolidated Financial Statements” included in Item 1 of this Quarterly Report.

Recent Accounting Pronouncements

See “Note 1 - Company and Summary of Significant Accounting Policies of the unaudited Consolidated Financial Statements,” under Part I, Item 1 of this Quarterly Report for information on additional recent pronouncements.

ITEM 3. — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. — CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that the Company files under the Exchange Act is accumulated and communicated to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Furthermore, controls and procedures could be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Misstatements due to error or fraud may occur and not be detected on a timely basis.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Quarterly Report on Form 10-Q for the period ended March 31, 2026, an evaluation was performed under the supervision and with the participation of our management including our principal executive officer and principal financial officer to determine the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026. Based on this evaluation, our management concluded that, as of March 31, 2026, our disclosure controls and procedures were effective as designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process

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designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions;

(ii) provide reasonable assurance that transactions are recorded as necessary for the preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect financial statement misstatements. Also, projections of any evaluation of internal control effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. — LEGAL PROCEEDINGS

From time to time, we may become involved in lawsuits and various other legal proceedings that arise in the ordinary course of our business. Litigation is subject to inherent uncertainties and an adverse result in any such litigation that may arise from time to time that may harm our business. As of May 12, 2026 we are not party to any legal proceedings or claims that we believe would or could have, individually or in the aggregate, a material adverse effect on us.

ITEM 1A. — RISK FACTORS

You should carefully consider the factors discussed under Item 1A of Part I to our Annual Report on Form 10-K for the year ended December 31, 2025 regarding the numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks occur, our business, financial condition, or results of operation may be materially and adversely affected. In such a case, the trading price of our common stock could decline, and investors could lose all or part of their investment. These risk factors may not identify all risks that we face, and our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. There have been no material changes to the risk factors described under “Risk Factors,” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

ITEM 2. — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Repurchases of Equity Securities

The following table sets forth the Company’s repurchases of its common stock during the quarter ended March 31, 2026:


	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as part of Publicly Announced Plans or Programs(1)	Approximate Dollar Value of Shares that may yet be Purchased under the Plans or Programs(1)(2)
January 2026	—	$	—	—	$	8,675,299
February 2026	—	—		—	8,675,299
March 2026	—	—		—	8,675,299
Total as of March 31, 2026	—	$	—	—	$	8,675,299

(1) On June 28, 2024, the Company announced the Board’s authorization of a stock repurchase program under which the Company may repurchase up to $5.0 million of its common stock from time to time through open market transactions, privately negotiated transactions, block trades or any combination thereof, subject to market conditions (the “Repurchase Program”). On September 6, 2024, the maximum authorized repurchase amount under the Repurchase Program was increased to $10.0 million. On June 16, 2025, the Company entered into an agreement adopted under the safe harbors provided by Rule 10b5-1 and Rule 10b-18 of the Exchange Act to purchase shares of common stock, terminating on the earliest of May 15, 2026, or at such time as the aggregate number of shares are repurchased or upon certain other events. The agreement provides for the purchase of up to $8.7 million of common stock, which was the remainder of the Board’s authorization under the Repurchase Program at the time of entry into such agreement.

(2) Dollar amounts in this column equal the number of shares remaining available for purchase under the stock repurchase programs as of the last date of the applicable month multiplied by month average price paid per share.

ITEM 3. — DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. — MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. — OTHER INFORMATION

During the three months ended March 31, 2026, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. — EXHIBITS


Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation of IZEA, Inc. (as amended through June 16, 2023) (Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025).



3.2		Certificate of Designation of Series A Junior Participating Preferred Stock of IZEA Worldwide, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2024)



3.3		Second Amended and Restated Bylaws of IZEA, Inc. (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on June 17, 2024).

































31.1	*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	*	Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	* (a)	Certification of 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	* (a)	Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	* (b)	The following materials from IZEA Worldwide, Inc.'s Quarterly Report for the period ended March 31, 2026 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Unaudited Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Operations and Comprehensive Loss, (iii) the Unaudited Consolidated Statement of Stockholders' Equity, (iv) the Unaudited Consolidated Statements of Cash Flow, and (v) the Notes to the Unaudited Consolidated Financial Statements.
104	*	Cover Page Interactive File (formatted as inline XBRL and contained within Exhibit 101).

* Filed or furnished herewith.

(a) In accordance with Item 601 of Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.

(b) In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


IZEA Worldwide, Inc. a Nevada Corporation

May 12, 2026	By:	/s/ Patrick J. Venetucci
		Patrick J. Venetucci Chief Executive Officer (Principal Executive Officer)

May 12, 2026	By:	/s/ Peter J. Biere
		Peter J. Biere Chief Financial Officer (Principal Financial and Accounting Officer)