May 11, 2026 - 10-Q: Quarterly report [Sections 13 or 15(d)]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2026

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

For the transition period from ________ to ________

Commission File Number: 001-36347

GOLD.COM, INC.

(Exact name of registrant as specified in its charter)

     Delaware
(State of Incorporation)

     11-2464169
(IRS Employer I.D. No.)

1550 Scenic Ave. Suite 150, Costa Mesa, California, 92626

(Address of principal executive offices) (Zip code)

(844) 455-4653

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	GOLD	New York Stock Exchange

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

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

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

     Large accelerated filer

     ☐

     Accelerated filer

     ☑

     Non-accelerated filer

     ☐

     Smaller reporting company

     ☐

     Emerging growth company

     ☐

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

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

As of May 1, 2026, the registrant had 28,474,036 shares of common stock, par value $0.01 per share outstanding.

GOLD.COM, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

For the Quarterly Period Ended March 31, 2026

TABLE OF CONTENTS


			Page
PART I		FINANCIAL INFORMATION	3

	Item 1.	Financial Statements	3
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	40
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	74
	Item 4.	Controls and Procedures	75

PART II		OTHER INFORMATION	75

	Item 1.	Legal Proceedings	75
	Item 1A.	Risk Factors	76
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	76
	Item 3.	Defaults Upon Senior Securities	76
	Item 4.	Mine Safety Disclosures	76
	Item 5.	Other Information	76
	Item 6.	Exhibits and Financial Statement Schedules	77

Signatures			78

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GOLD.COM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share data)


	March 31, 2026		June 30, 2025
	(unaudited)
ASSETS
Current assets
Cash	$	143,607	$	77,741
Receivables, net		168,362		137,723
Derivative assets		434,798		134,515
Secured loans receivable		126,034		94,037
Inventories:
Inventories		1,319,449		794,812
Restricted inventories		1,447,112		484,733
		2,766,561		1,279,545
Income tax receivable		1,759		4,575
Prepaid expenses and other assets		27,213		15,359
Total current assets		3,668,334		1,743,495
Operating lease right of use assets		21,527		22,843
Property, plant, and equipment, net		47,191		45,509
Goodwill		243,735		228,650
Intangibles, net		147,677		137,314
Long-term investments		39,487		33,015
Other long-term assets		6,122		4,605
Total assets	$	4,174,073	$	2,215,431
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Liabilities on borrowed metals	$	916,696	$	46,051
Product financing arrangements		609,732		484,733
Accounts payable and other payables		86,569		22,248
Deferred revenue and other advances (including amounts from related parties of $362,596 and $0 as of March 31, 2026 and June 30, 2025, respectively)		1,404,036		426,904
Derivative liabilities		47,166		96,177
Accrued liabilities		51,130		34,021
Notes payable		4,000		3,994
Total current liabilities		3,119,329		1,114,128
Lines of credit		98,000		345,000
Notes payable		3,317		3,349
Deferred tax liabilities		18,188		18,335
Other liabilities		28,358		31,948
Total liabilities		3,267,192		1,512,760
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.01 par value, authorized 10,000,000 shares; issued and outstanding: none as of March 31, 2026 or June 30, 2025		—		—
Common stock, par value $0.01; 40,000,000 shares authorized; 28,474,034 and 24,639,386 shares issued and outstanding as of March 31, 2026 and June 30, 2025, respectively		285		247
Additional paid-in capital		328,356		184,998
Accumulated other comprehensive income		125		212
Retained earnings		518,550		464,059
Total Gold.com, Inc. stockholders’ equity		847,316		649,516
Noncontrolling interests		59,565		53,155
Total stockholders’ equity		906,881		702,671
Total liabilities and stockholders’ equity	$	4,174,073	$	2,215,431

See accompanying Notes to the Condensed Consolidated Financial Statements

GOLD.COM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except for share and per share data; unaudited)


	Three Months Ended March 31,						Nine Months Ended March 31,
	2026			2025			2026			2025
Revenues	$	10,350,729		$	3,009,125		$	20,508,395		$	8,466,566
Cost of sales		10,174,149			2,968,108			20,165,548			8,337,339
Gross profit		176,580			41,017			342,847			129,227
Selling, general, and administrative expenses		(78,035	)		(33,404	)		(197,641	)		(85,775	)
Depreciation and amortization expense		(9,416	)		(4,996	)		(24,637	)		(14,344	)
Interest income		6,817			6,722			18,177			20,603
Interest expense		(19,030	)		(12,951	)		(47,883	)		(33,301	)
Earnings (losses) from equity method investments		2,253			(222	)		2,354			(2,054	)
Other income, net		4,623			1,171			7,106			1,832
Remeasurement loss on pre-existing equity interests		—			(7,043	)		—			(7,043	)
Unrealized losses on foreign exchange		(2,039	)		(233	)		(3,104	)		(895	)
Net income (loss) before provision for income taxes		81,753			(9,939	)		97,219			8,250
Income tax (expense) benefit		(17,716	)		1,231			(20,625	)		(2,566	)
Net income (loss)		64,037			(8,708	)		76,594			5,684
Net income (loss) attributable to noncontrolling interests		4,550			(162	)		6,410			(1,312	)
Net income (loss) attributable to the Company	$	59,487		$	(8,546	)	$	70,184		$	6,996
Basic and diluted net income (loss) per share attributable to Gold.com, Inc.:
Basic	$	2.17		$	(0.36	)	$	2.74		$	0.30
Diluted	$	2.09		$	(0.36	)	$	2.65		$	0.29

Weighted-average shares outstanding:
Basic		27,360,200			23,646,100			25,609,800			23,275,000
Diluted		28,404,400			23,646,100			26,446,600			24,118,100

See accompanying Notes to the Condensed Consolidated Financial Statements

GOLD.COM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except for share data; unaudited)


	Common Stock				Additional Paid-in			Retained			Accumulated other comprehensive			Treasury Stock						Total Gold.com, Inc. Stockholders'			Non-controlling			Total Stockholders’
	Shares		Amount		Capital			Earnings			income (loss)			Shares			Amount			Equity			Interest			Equity
Balance, June 30, 2024		23,965,427	$	240	$	168,771		$	466,838		$	61			(1,012,036	)	$	(28,277	)	$	607,633		$	54,223		$	661,856
Net income		—		—		—			8,984			—			—			—			8,984			(566	)		8,418
Share-based compensation		—		—		320			—			—			—			—			320			—			320
Cumulative translation adjustment, net of tax		—		—		—			—			106			—			—			106			—			106
Exercise of share-based awards		230,668		2		3,279			—			—			—			—			3,281			—			3,281
Dividends declared		—		—		2			(9,266	)		—			—			—			(9,264	)		—			(9,264	)
Balance, September 30, 2024		24,196,095		242		172,372			466,556			167			(1,012,036	)		(28,277	)		611,060			53,657			664,717
Net income		—		—		—			6,558			—			—			—			6,558			(584	)		5,974
Share-based compensation		—		—		307			—			—			—			—			307			—			307
Cumulative translation adjustment, net of tax		—		—		—			—			(114	)		—			—			(114	)		—			(114	)
Net settlement of share-based awards		4,638		1		—			—			—			—			—			1			—			1
Repurchases of common stock		—		—		—			—			—			(30,057	)		(875	)		(875	)		—			(875	)
Repurchases of common stock from related party		—		—		—			—			—			(139,455	)		(4,219	)		(4,219	)		—			(4,219	)
Balance, December 31, 2024		24,200,733		243		172,679			473,114			53			(1,181,548	)		(33,371	)		612,718			53,073			665,791
Net loss		—		—		—			(8,546	)		—			—			—			(8,546	)		(162	)		(8,708	)
Share-based compensation		—		—		349			—			—			—			—			349			—			349
Common stock issued for acquisition		423,234		4		11,499			(1,256	)		—			1,181,548			33,371			43,618			—			43,618
Noncontrolling ownership interest acquisition		—		—		—			—			—			—			—			—			408			408
Cumulative translation adjustment, net of tax		—		—		—			—			40			—			—			40			—			40
Net settlement of share-based awards		769		—		—			—			—			—			—			—			—			—
Dividends declared		—		—		2			(4,629	)		—			—			—			(4,627	)		—			(4,627	)
Balance, March 31, 2025		24,624,736	$	247	$	184,529		$	458,683		$	93			—		$	—		$	643,552		$	53,319		$	696,871

Balance, June 30, 2025		24,639,386	$	247		184,998		$	464,059		$	212			—		$	—		$	649,516		$	53,155		$	702,671
Net loss		—		—		—			(939	)		—			—			—			(939	)		(32	)		(971	)
Share-based compensation		—		—		375			—			—			—			—			375			—			375
Cumulative translation adjustment, net of tax		—		—		—			—			(6	)		—			—			(6	)		—			(6	)
Exercise of share-based awards		5,000		—		6			—			—			—			—			6			—			6
Dividends declared		—		—		3			(4,983	)		—			—			—			(4,980	)		—			(4,980	)
Balance, September 30, 2025		24,644,386		247		185,382			458,137			206			—			—			643,972			53,123			697,095
Net income		—		—		—			11,636			—			—			—			11,636			1,892			13,528
Share-based compensation		—		—		463			—			—			—			—			463			—			463
Common stock issued for acquisition		33,440		—		864			—			—			—			—			864			—			864
Cumulative translation adjustment, net of tax		—		—		—			—			18			—			—			18			—			18
Exercise of share-based awards		217,183		2		1,836			—			—			—			—			1,838			—			1,838
Net settlement of share-based awards		1,983		—		—			—			—			—			—			—			—			—
Dividends declared		—		—		4			(4,985	)		—			—			—			(4,981	)		—			(4,981	)
Balance, December 31, 2025		24,896,992		249		188,549			464,788			224			—			—			653,810			55,015			708,825
Net income		—		—		—			59,487			—			—			—			59,487			4,550			64,037
Share-based compensation		—		—		505			—			—			—			—			505			—			505
Common stock issued for acquisition		593,438		6		20,348			—			—			—			—			20,354			—			20,354
Common stock issued in private placement, net of offering costs		2,840,449		28		117,595			—			—			—			—			117,623			—			117,623
Cumulative translation adjustment, net of tax		—		—		—			—			(99	)		—			—			(99	)		—			(99	)
Exercise of share-based awards		134,852		2		1,703			—			—			—			—			1,705			—			1,705
Net settlement of share-based awards		8,303		—		(344	)		—			—			—			—			(344	)		—			(344	)
Dividends declared		—		—		—			(5,725	)		—			—			—			(5,725	)		—			(5,725	)
Balance, March 31, 2026		28,474,034	$	285	$	328,356		$	518,550		$	125			—		$	—		$	847,316		$	59,565		$	906,881

See accompanying Notes to the Condensed Consolidated Financial Statements

GOLD.COM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands; unaudited)


	Nine Months Ended March 31,
	2026			2025
Cash flows from operating activities:
Net income	$	76,594		$	5,684
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization		24,637			14,344
Amortization of loan cost		3,891			2,846
Share-based compensation		1,343			976
Remeasurement loss on pre-existing equity interests		—			7,043
Losses (earnings) from equity method investments		(2,354	)		2,054
Other		(1,842	)		(1,790	)
Changes in assets and liabilities:
Receivables, net		(20,632	)		(55,625	)
Secured loans made to affiliates		—			16
Derivative assets		(286,696	)		23,121
Income tax receivable		2,816			(5,335	)
Inventories		(615,471	)		(76,234	)
Prepaid expenses and other assets		(11,795	)		(3,622	)
Accounts payable and other payables		61,671			(2,262	)
Deferred revenue and other advances (including amounts from related parties of $362,596 and $0 during the nine months ended March 31, 2026 and 2025, respectively)		966,756			106,588
Derivative liabilities		(49,011	)		59,410
Liabilities on borrowed metals		108,443			12,231
Accrued liabilities		(105,320	)		(4,064	)
Net cash provided by operating activities		153,030			85,381
Cash flows from investing activities:
Capital expenditures for property, plant, and equipment		(9,208	)		(6,780	)
Acquisition of businesses, net of cash acquired		(15,169	)		(64,823	)
Purchase of long-term investments		(6,400	)		—
Purchase of intangible assets		—			(100	)
Secured loans receivable, net		(31,987	)		26,555
Purchase of marketable securities		—			(2,549	)
Proceeds from sale of marketable securities		—			4,213
Other		(881	)		23
Net cash used in investing activities		(63,645	)		(43,461	)
Cash flows from financing activities:
Product financing arrangements, net		124,999			(12,936	)
Dividends paid		(15,602	)		(13,883	)
Borrowings under lines of credit		2,992,500			1,483,000
Repayments under lines of credit		(3,239,500	)		(1,418,000	)
Repayments on notes payable to related party		—			(8,367	)
Net proceeds from the issuance of common stock		117,624			—
Repurchases of common stock		—			(901	)
Repurchases of common stock from a related party		—			(4,219	)
Debt funding issuance costs		(2,641	)		(4,186	)
Proceeds from the exercise of share-based awards		3,547			3,281
Payments for tax withholding related to net settlement of share-based awards		(342	)		—
Other		(4,104	)		—
Net cash (used in) provided by financing activities		(23,519	)		23,789
Net increase in cash		65,866			65,709
Cash, beginning of period		77,741			48,636
Cash, end of period	$	143,607		$	114,345
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest paid	$	40,208		$	31,341
Income taxes paid	$	17,951		$	9,819
Income taxes refunded	$	137		$	270
Non-cash investing and financing activities:
Property, plant, and equipment acquired on account	$	231		$	979
Common stock issued for acquisitions	$	19,208		$	43,618
Loss on reissuance of treasury stock	$	—		$	1,256
Addition of right of use assets under lease obligations	$	345		$	—
Contingent consideration payable for acquisition of business	$	5,200		$	700

See accompanying Notes to the Condensed Consolidated Financial Statements

GOLD.COM, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. DESCRIPTION OF BUSINESS

Basis of Presentation and Overview

The consolidated financial statements comprise those of Gold.com, Inc. (also referred to as "we", "us", and the "Company"), its consolidated subsidiaries, and its joint venture in which the Company has a controlling interest. Prior to December 2025, Gold.com, Inc. was operating as A-Mark Precious Metals, Inc.

Founded in 1965, Gold.com offers comprehensive solutions for all aspects of the precious metals (gold, silver, platinum, and palladium) and collectibles (including rare coins and currency) value chains. Our vertically integrated platform combines market expertise with state-of-the-art logistics, financing, and minting capabilities to serve customers, collectors, and institutional clients globally. We conduct our operations through three complementary segments: Wholesale Sales & Ancillary Services, Direct-to-Consumer, and Secured Lending.

Spectrum Group International, LLC

In February 2025, we acquired 100% of the issued and outstanding equity interests of Spectrum Group International, Inc. ("SGI"), the parent of Stack’s-Bowers Numismatics LLC, d/b/a Stack’s Bowers Galleries ("Stack's Bowers Galleries"). Stack's Bowers Galleries is one of the world's largest rare coin and currency auction houses and a leading dealer specializing in numismatic and bullion products, and is the majority owner of Spectrum Wine, a global auctioneer, retailer, and storage provider of fine and rare wine. SGI's financial results attributable to its wholesale operations are included in our Wholesale Sales & Ancillary Services segment, and the financial results attributable to its auction and retail operations are included in our Direct-to-Consumer segment.

Total consideration to acquire SGI was $103.3 million, consisting of $46.0 million in cash and 1,671,654 shares of A-Mark common stock paid to the selling shareholders of SGI, repayment of debt obligations held by SGI as of the acquisition date of $11.0 million, $0.4 million related to the settlement of pre-existing payables due to A-Mark, and $0.4 million of noncontrolling interest in consolidated subsidiaries of SGI. 1,181,548 shares of the share consideration issued at the acquisition date were reissuances of our treasury stock. Of the share consideration, 66,872 shares are subject to a holdback to satisfy potential indemnification obligations, and will be issued, net of any claims, equally at the nine and 18 month anniversaries of the acquisition date.

Concurrently with the acquisition of SGI, we issued equity awards to key SGI management.

We incurred $1.7 million of transaction costs related to the acquisition of SGI, which are shown as a component of selling, general, and administrative expenses in our condensed consolidated statements of income. The financial results of SGI were included in our consolidated financial statements as of the acquisition date; these amounts were not material to our consolidated financial statements.

Assets acquired and liabilities assumed were recorded based on valuations derived from estimated fair value assessment and assumptions used by us. While we believe that our estimates and assumptions underlying the valuations are reasonable, different estimates or assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the purchase price recorded and fair values of assets acquired and liabilities assumed through our acquisition of SGI as of the acquisition date (in thousands):


Cash	$	46,000
Common stock		43,618
Holdback consideration - common stock		1,818
Repayment of debt		11,017
Settlement of pre-existing payables due to A-Mark		419
Noncontrolling interest		408
Total purchase price	$	103,280

Cash	$	11,264
Receivables, net		25,164
Inventories		102,587
Other current assets		4,559
Property, plant, and equipment, net		6,108
Operating lease right of use assets		12,047
Trade names		4,000
In-process research and development		1,500
Developed technology		1,500
Existing customer relationships		12,000
Other long-term assets		2,698
Total identifiable assets acquired		183,427
Product financing arrangements		(52,020	)
Accounts payable and other payables		(9,789	)
Deferred revenue and other advances		(9,381	)
Accrued liabilities		(9,935	)
Operating lease liability		(12,347	)
Other liabilities		(513	)
Net identifiable assets acquired		89,442
Goodwill		13,838
Total purchase price	$	103,280

Based on the guidance provided in Accounting Standards Codification ("ASC") 805, Business Combinations, we accounted for the acquisition of SGI as a business combination and determined that (i) SGI was a business which combines inputs and processes to create outputs, and (ii) substantially all of the fair value of gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets.

We measured the identifiable assets and liabilities assumed at their acquisition date fair values separately from goodwill. Through the acquisition of SGI, we acquired intangible assets representing existing customer relationships, developed technology, in-process research and development ("IPR&D") and trade names. The existing customer relationships and developed technology acquired were determined to have weighted-average useful lives of 5.0 years and 4.0 years, respectively. The fair value of the customer relationships was estimated using an attrition methodology which considers the estimated future discounted cash flows to be derived from the existing customers as of the acquisition date. The fair value of the developed technology and IPR&D were estimated using the cost to recreate method. The fair value of the trade names was estimated using a relief-from-royalty approach. Unfavorable lease positions are presented net of the corresponding right of use asset.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of SGI resulted in the recognition of $13.8 million of goodwill, which we believe relates primarily to the resulting synergies of utilizing A-Mark's established integrated precious metals platform with SGI's underlying customer base and our ability to expand operations into adjacent markets. The goodwill created as a result of the acquisition of SGI is not deductible for tax purposes.

The following unaudited pro forma consolidated results of operations for the three and nine months ended March 31, 2025 and 2024 assumes that the acquisition of SGI occurred as of July 1, 2023 (in thousands):


	Three Months Ended March 31,					Nine Months Ended March 31,
	2025			2024		2025		2024
Revenues	$	3,041,632		$	2,701,112	$	8,677,884	$	7,425,215
Net income (loss)	$	(12,411	)	$	4,408	$	4,172	$	33,277

Pinehurst

In 2019, the Company acquired its initial 10% ownership interest in Pinehurst Coin Exchange, Inc. ("Pinehurst"). In 2021, the Company made an incremental investment to increase its ownership interest in Pinehurst to 49%. In February 2025, the Company acquired the additional 51% ownership interest in Pinehurst it did not previously own for upfront consideration of $6.5 million, contingent consideration of an additional $5.3 million upon the achievement of certain performance benchmarks, repayment of debt obligations held by Pinehurst as of the acquisition date of $16.9 million, and $4.3 million related to the settlement of pre-existing receivables due from A-Mark. Founded in 2005, Pinehurst services the wholesale and retail marketplace and is one of the nation's largest e-commerce retailers of modern and numismatic certified coins on eBay. Pinehurst's financial results attributable to its wholesale operations are included in our Wholesale Sales & Ancillary Services segment, and the financial results attributable to its retail operations are included in our Direct-to-Consumer segment.

The acquisition of the controlling interest in Pinehurst was accounted for as a business combination achieved in stages. As a result of the change in control, the Company was required to remeasure its pre-existing equity investment in Pinehurst at fair value prior to consolidation. We estimated the fair value of our 49% pre-existing ownership interest in Pinehurst to be $6.9 million. The remeasurement resulted in a net pretax loss of $7.0 million, which is presented in the Company's consolidated statements of income as remeasurement loss on pre-existing equity interest.

The value of the pre-existing equity as of the acquisition date was based on a valuation derived from estimated fair value assessments and assumptions made by us. These fair value assessments were determined using a market approach.

Concurrently with the acquisition of Pinehurst, we assumed a promissory note for $3.1 million with the former majority owner of Pinehurst, and entered into a consulting agreement with him providing for his services through 2028.

We incurred $0.2 million of transaction costs related to the acquisition of Pinehurst, which are shown as a component of selling, general, and administrative expenses in our condensed consolidated statements of income. The financial results of Pinehurst were included in our consolidated financial statements as of the acquisition date; these amounts were not material to our consolidated financial statements.

We may be required to pay contingent consideration up to $5.3 million in cash in connection with the acquisition of Pinehurst if certain pre-tax earnings targets are met through the third anniversary of the acquisition as well as if certain net tangible asset thresholds are met as of June 30, 2025. As of the acquisition date, the fair value of this contingent consideration was $0.7 million. The material factors that may impact the fair value of the contingent consideration, and therefore, this liability, are the probabilities and timing of achieving the related targets, which are estimated at each reporting date with changes reflected in earnings. As of March 31, 2025, the fair value of the contingent consideration remained at $0.7 million, which was classified as accrued liabilities on our consolidated balance sheet.


Cash	$	6,500
Pre-existing equity method investment		6,933
Repayment of debt		16,903
Contingent consideration		700
Settlement of pre-existing receivables due from A-Mark		(4,325	)
Total purchase price	$	26,711

Cash	$	4,334
Receivables, net		4,481
Inventories		17,767
Other current assets		1,962
Property, plant, and equipment, net		763
Operating lease right of use asset		1,734
Trade names		1,000
Existing customer relationships		1,000
Total identifiable assets acquired		33,041
Accounts payable and other payables		(2,380	)
Deferred revenue and other advances		(1,655	)
Accrued liabilities		(210	)
Operating lease liability		(1,734	)
Other liabilities		(3,104	)
Net identifiable assets acquired		23,958
Goodwill		2,753
Total purchase price	$	26,711

Based on the guidance provided in ASC 805, Business Combinations, we accounted for the acquisition of Pinehurst as a business combination and determined that (i) Pinehurst was a business which combines inputs and processes to create outputs, and (ii) substantially all of the fair value of gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets.

We measured the identifiable assets and liabilities assumed at their acquisition date fair values separately from goodwill. Through the acquisition of Pinehurst, we acquired intangible assets representing existing customer relationships and trade names. The existing customer relationships acquired were determined to have a weighted-average useful life of 4.0 years. The fair value of the customer relationships was estimated using an attrition methodology which considers the estimated future discounted cash flows to be derived from the existing customers as of the acquisition date. The fair value of the trade names was estimated using a relief-from-royalty approach.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of Pinehurst resulted in the recognition of $2.8 million of goodwill, which we believe relates primarily to the resulting synergies of utilizing A-Mark's established integrated precious metals platform with Pinehurst's expanded product offering. The goodwill created as a result of the acquisition of Pinehurst is not deductible for tax purposes.

The following unaudited pro forma consolidated results of operations for the three and nine months ended March 31, 2025 and 2024 assumes that the acquisition of Pinehurst occurred as of July 1, 2023 (in thousands):


	Three Months Ended March 31,					Nine Months Ended March 31,
	2025			2024		2025		2024
Revenues	$	3,005,510		$	2,615,927	$	8,491,777	$	7,201,371
Net income (loss)	$	(849	)	$	6,454	$	12,443	$	30,133

Monex

In November 2025, the Company entered into a definitive agreement to acquire, through a wholly-owned subsidiary, all of the equity interests of Monex Deposit Company, a California limited liability company, and certain related entities ("Monex"). Monex was founded in 1987 and is a leading precious metals dealer providing investors with access to gold, silver, platinum and palladium through a full service platform along with secure vault storage. The Company's acquisition of Monex was consummated on January 2, 2026. The purchase price paid by the Company was $49.9 million, consisting of $19.0 million in cash, 560,000 shares of the Company's common stock, contingent consideration of an additional $5.2 million upon the achievement of specified levels of cumulative pre-tax income, and $6.5 million related to the settlement of pre-existing payables due to the Company. Of the common stock, 400,000 shares were issued and delivered on the closing date and 160,000 shares are withheld by the Company for a period of 24 months following the closing date for purposes of securing the indemnification obligations of the sellers.

The transaction costs related to the acquisition of Monex were not significant. The financial results of Monex were included in our consolidated financial statements as of the acquisition date as part of our Direct-to-Consumer segment; these amounts were not material to our consolidated financial statements.

We may be required to pay contingent consideration up to $20.0 million in cash in connection with the acquisition of Monex if certain pre-tax net income targets are met through December 31, 2027. As of the acquisition date, the fair value of this contingent consideration was $5.2 million. The material factors that may impact the fair value of the contingent consideration, and therefore, this liability, are the probabilities and timing of achieving the related targets, which are estimated at each reporting date with changes reflected in earnings. As of March 31, 2026, the fair value of the contingent consideration was $0.8 million, which was classified as accrued liabilities on our consolidated balance sheet.


Cash	$	19,000
Contingent consideration		5,200
Common stock		19,208
Settlement of pre-existing payables due to the Company		6,500
Total purchase price	$	49,908

Cash	$	3,831
Receivables, net		13,787
Derivative assets		13,587
Inventories:
Inventories		109,343
Restricted inventories		762,202
		871,545
Other current assets		88
Property, plant, and equipment, net		39
Operating lease right of use assets		2,534
Trade names		5,800
Developed technology		2,300
Existing customer relationships		18,000
Other long-term assets		126
Total identifiable assets acquired		931,637
Liabilities on borrowed metals		(762,202	)
Accounts payable and other payables		(1,896	)
Deferred revenue and other advances		(129,216	)
Accrued liabilities		(920	)
Operating lease liability		(2,534	)
Net identifiable assets acquired		34,869
Goodwill		15,039
Total purchase price	$	49,908

Based on the guidance provided in ASC 805, Business Combinations, we accounted for the acquisition of Monex as a business combination and determined that (i) Monex was a business which combines inputs and processes to create outputs, and (ii) substantially all of the fair value of gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets.

Our purchase price allocation for the acquisition of Monex is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available, primarily related to information pertaining to working capital and tax balances. Additional information that existed as of the acquisition date but at the time was unknown to us may become known to us during the remainder of the remeasurement period, a period not to exceed 12 months from the acquisition date.

We measured the identifiable assets and liabilities assumed at their acquisition date fair values separately from goodwill. Through the acquisition of Monex, we acquired intangible assets representing existing customer relationships, developed technology, and trade names. The existing customer relationships and developed technology acquired were determined to have useful lives of 5.0 years and 4.0 years, respectively. The fair value of the customer relationships was estimated using an attrition methodology which considers the estimated future discounted cash flows to be derived from the existing customers as of the acquisition date. The fair value of the developed technology was estimated using the cost to recreate method. The fair value of the trade names was estimated using a relief-from-royalty approach.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of Monex resulted in the recognition of $15.0 million of goodwill, which we believe relates primarily to the resulting synergies of utilizing Gold.com's established integrated precious metals platform with Monex's underlying customer base and operations. The goodwill created as a result of the acquisition of Monex is expected to be deductible for tax purposes.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements reflect the financial condition, results of operations, statements of stockholders’ equity, and cash flows of the Company, and were prepared using accounting principles generally accepted in the United States (“U.S. GAAP”). The Company consolidates its subsidiaries that are wholly-owned, and majority owned, and entities that are variable interest entities where the Company is determined to be the primary beneficiary. Our consolidated financial statements also include the accounts of: A-Mark Trading AG (“AMTAG”), Transcontinental Depository Services, LLC (“TDS”), A-M Global Logistics, LLC (“AMGL”), AM&ST Associates, LLC (“AMST”), AM/LPM Ventures, LLC, which owns a majority interest in LPM Group Limited (“LPM”), Spectrum Group International, LLC (“SGI”), Pinehurst Coin Exchange, Inc. (“Pinehurst”), AM Precious Metals Singapore PTE Ltd., JM Bullion, Inc. (“JMB”), Goldine, Inc. (“Goldline”), Silver Gold Bull, Inc. (“SGB”), AMS Holding, LLC (“AMS”), AM LPM Singapore PTE Ltd., Monex Deposit Company ("Monex"), and Collateral Finance Corporation, LLC, including its wholly-owned subsidiary, CFC Alternative Investments (collectively “CFC”). Intercompany accounts and transactions are eliminated.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates include, among others, determination of fair value (primarily, with respect to precious metal inventory, derivatives, assets and liabilities acquired in business combinations, certain financial instruments, and certain investments); impairment assessments of property, plant and equipment, long-term investments, intangible assets, and goodwill; valuation allowance determination on deferred tax assets; determining the incremental borrowing rate for calculating right of use assets and lease liabilities; and revenue recognition judgments. Actual results could materially differ from these estimates.

Unaudited Interim Financial Information

The accompanying interim condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim condensed consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the condensed consolidated balance sheets, condensed consolidated statements of income, condensed consolidated statements of stockholders’ equity, and condensed consolidated statements of cash flows for the periods presented in accordance with U.S. GAAP. Operating results for the three and nine months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2026 or for any other interim period during such fiscal year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the “2025 Annual Report”), as filed with the SEC. Amounts related to disclosure of June 30, 2025 balances within these interim condensed consolidated financial statements were derived from the audited consolidated financial statements and notes thereto included in the 2025 Annual Report.

Revenue Recognition

Settlement Date Accounting

The majority of the Company’s sales of precious metals are conducted using sales contracts that meet the definition of derivative instruments in accordance with Derivatives and Hedging Topic 815 of the ASC ("ASC 815"). The contract underlying the Company's commitment to deliver precious metals is referred to as a “fixed-price forward commodity contract” because the price of the commodity is fixed at the time the order is placed. Revenue is recognized on the settlement date, which is defined as the date on which: (i) the quantity, price, and specific items being purchased have been established, (ii) metals have been delivered to the customer, and (iii) payment has been received or is covered by the customer’s established credit limit with the Company.

The Company also sells precious metals held in third-party storage for the benefit of the customer. The customer may request physical delivery at any time. Although the complete economic interest transfers to the customer at the time of sale, followed by the transfer of legal title, revenue is not recognized until physical delivery occurs. Prior to delivery, the Company records gains or losses within cost of sales based on fluctuations in the precious metals value relative to the fixed prices paid by the customer. These metals are classified as restricted inventory, with a corresponding liability on borrowed metals representing the obligation to deliver the metals in the future.

Revenue from Contracts with Customers

The Company recognizes its sale of collectible coins, storage, logistics, licensing, specialized auction, and other services revenues in accordance with ASC 606, Revenue from Contracts with Customers. In aggregate, these types of revenues account for less than 5% of the Company's consolidated revenues, or $178.2 million and $448.7 million during the three and nine months ended March 31, 2026, respectively, and $34.0 million and $36.2 million during the three and nine months ended March 31, 2025, respectively.

The Company’s revenue from contracts with customers under ASC 606 primarily consists of sales of numismatic products.

Contract Liabilities

Contract liabilities consist of deferred revenue resulting from unfulfilled performance obligations, such as items shipped but not delivered and orders paid or partially paid from certain customers prior to shipment. Contract liabilities were $28.9 million and $6.9 million as of March 31, 2026 and June 30, 2025, respectively. Our contract liabilities are typically expected to be recognized as revenue within the next three months.

Amortization of Debt Issuance Costs

Debt issuance costs incurred in connection with the Trading Credit Facility are included in prepaid expenses and other assets in the Company's condensed consolidated balance sheets. Debt issuance costs are amortized to interest expense over the contractual term of the debt. Debt issuance costs of the Trading Credit Facility are amortized on a straight-line basis, while all other debt issuance costs are amortized using the effective interest method. Amortization of debt issuance costs included in interest expense was $1.1 million and $1.2 million for the three months ended March 31, 2026 and 2025, respectively, and $3.9 million and $2.8 million for the nine months ended March 31, 2026 and 2025, respectively.

Advertising

Advertising and marketing costs consist primarily of internet advertising, online marketing, direct mail, print media, and television commercials and are expensed when incurred. Advertising costs totaled $12.7 million and $5.1 million for the three months ended March 31, 2026 and 2025, respectively, and $32.1 million and $14.5 million for the nine months ended March 31, 2026 and 2025, respectively. Costs associated with the marketing and promotion of the Company's products are included within selling, general, and administrative expenses. Advertising costs associated with the operation of our SilverPrice.org and GoldPrice.org websites, which provide price information on silver, gold, and cryptocurrencies, are not included within selling, general, and administrative expenses, but are included in cost of sales in the condensed consolidated statements of income.

Shipping and Handling Costs

Shipping and handling costs represent costs associated with shipping product to customers and receiving product from vendors and are included in cost of sales in the condensed consolidated statements of income. Shipping and handling costs totaled $14.5 million and $5.8 million for the three months ended March 31, 2026 and 2025, respectively, and $32.9 million and $18.4 million for the nine months ended March 31, 2026 and 2025, respectively.

Earnings per Share ("EPS")

The Company calculates basic EPS by dividing net income or loss by the weighted-average number of common shares outstanding during the year. Diluted EPS is calculated by dividing net income or loss by the weighted-average number of common shares outstanding during the year, adjusted for the potentially dilutive effect of stock options, restricted stock units (“RSUs"), and deferred stock units (“DSUs"), using the treasury stock method.

The Company considers participating securities in its calculation of EPS. Under the two-class method of calculating EPS, earnings are allocated to both common shares and participating securities. The Company’s participating securities include vested RSU and DSU awards. Unvested RSU and DSU awards are not considered participating securities as they are forfeitable until the vesting date.

A reconciliation of shares used in calculating basic and diluted earnings per common share is presented below (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2026		2025		2026		2025
Basic weighted-average shares of common stock outstanding		27,360		23,646		25,610		23,275
Effect of common stock equivalents		1,044		—		837		843
Diluted weighted-average shares outstanding		28,404		23,646		26,447		24,118

The anti-dilutive shares excluded from the table above were 1,067 and 794,607 for the three months ended March 31, 2026 and 2025, respectively, and 58,660 and 14,672 for the nine months ended March 31, 2026 and 2025, respectively. The Company reported a net loss for the three months ended March 31, 2025, and as such, all potentially dilutive shares of common stock would have been antidilutive for such period. Actual common shares outstanding totaled 28,474,034 and 24,624,736 as of March 31, 2026 and 2025, respectively.

Recent Accounting Pronouncements

From time to time, the Financial Accounting Standards Board ("FASB") or other standards setting bodies issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of an Accounting Standards Update ("ASU").

Recently Issued Accounting Standards not yet adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which updates the guidance on income tax disclosures to require entities to disclose specific categories within the rate reconciliation, provide additional information for reconciling items that meet certain quantitative thresholds, and provide additional information about income taxes paid. This update is effective for our 2026 fiscal year Form 10-K; early adoption is permitted. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Topic 220), which requires additional disclosures, for interim and annual reporting, of expenses by nature, such as inventory purchases, employee compensation, depreciation and amortization, and selling expenses. This update is effective for the Company for its fiscal year beginning July 1, 2027 and interim periods thereafter, and may be applied either prospectively or retrospectively. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which simplifies the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. This ASU will be effective for the Company for the first fiscal quarter of 2029, and may be adopted either prospectively, retrospectively, or through modified retrospective application. Early adoption is permitted. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which includes amendments to more closely align hedge accounting with the economics of an entity’s risk management activities. This update is effective for the Company for its fiscal year beginning July 1, 2027 and interim periods thereafter, and should be applied prospectively. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective for the Company, accounting pronouncement, if currently adopted would have a material effect on the Company's consolidated financial statements.

3. ASSETS AND LIABILITIES, AT FAIR VALUE

Fair Value of Financial Instruments

A financial instrument is defined as cash, evidence of an ownership interest in an entity, or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from a second entity. The fair value of financial instruments represents amounts that would be received upon the sale of those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk adjusted discount rates, and available observable and unobservable inputs.

For most of the Company's financial instruments, the carrying amount approximates fair value. The carrying amounts of cash, receivables, secured loans receivable, accounts payable and other current liabilities, accrued liabilities, and income taxes payable approximate fair value due to their short-term nature. The carrying amounts of derivative assets and derivative liabilities, liabilities on borrowed metals and product financing arrangements are marked-to-market on a daily basis to fair value. The carrying amounts of lines of credit approximate fair value based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities.

Valuation Hierarchy

In determining the fair value of its financial instruments, the Company employs a fair value hierarchy that prioritizes the inputs for the valuation techniques used to measure fair value. ASC 820 established a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•

Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•

Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The significant assumptions used to determine the carrying value and the related fair value of the assets and liabilities measured at fair value on a recurring basis are described below:

Inventories. The Company's inventory, which consists primarily of bullion and bullion coins, is acquired and initially recorded at cost and then marked to fair market value. The fair market value of the bullion and bullion coins comprises two components: (i) published market values attributable to the cost of the raw precious metal, and (ii) the market value of the premium, which is attributable to the incremental value of the product in its finished goods form. The market value attributable solely to such premium is readily determinable by reference to multiple sources. Except for collectible coin inventory, which are included in inventory at the lower of cost or net realizable value, the Company’s inventory is subsequently recorded at their fair market values on a daily basis. The fair value for commodities inventory (i.e., inventory excluding collectible coins) is determined using pricing data derived from the markets on which the underlying commodities are traded. Precious metals commodities inventory is classified in Level 1 of the valuation hierarchy.

Derivatives. Futures contracts, forward contracts, and open sale and purchase commitments are valued at their fair values, based on the difference between the quoted market price and the contractual price (i.e., intrinsic value) and are included within Level 1 of the valuation hierarchy.

Margin and Borrowed Metals Liabilities. Certain margin and borrowed metals liabilities consist of the Company's commodity obligations to margin customers and suppliers, respectively. These margin liabilities and borrowed metals liabilities are carried at fair value, which is determined using quoted market pricing and data derived from the markets on which the underlying commodities are traded, and are classified as Level 1 of the valuation hierarchy. We also record liabilities on borrowed metals for precious metals held in third party storage for the benefit of the customer which are not measured at fair value on a recurring basis.

Product Financing Arrangements. Product financing arrangements consist of financing agreements for the transfer and subsequent re-acquisition of gold and silver at an agreed-upon price based on the spot price with a third-party. Such transactions allow the Company to repurchase this inventory upon demand. The third-party charges monthly interest as a percentage of the market value of the outstanding obligation, which is carried at fair value. The obligation is stated at the amount required to repurchase the outstanding inventory. Fair value is determined using quoted market pricing and data derived from the markets on which the underlying commodities are traded. Product financing arrangements are classified in Level 1 of the valuation hierarchy.

Acquisition-related Contingent Consideration.

LPM

We may be required to pay contingent consideration up to $37.5 million in cash in connection with the acquisition of LPM if certain earnings before interest, taxes, depreciation and amortization ("EBITDA") targets are met for 2024, 2025, and 2026. As of the acquisition date, the fair value of this contingent consideration was $2.8 million. The material factors that may impact the fair value of the contingent consideration, and therefore, this liability, include the timing and likelihood of achieving the related EBITDA targets, which are based on management’s prospective financial information and are reassessed at each reporting date, with changes reflected in earnings. As of March 31, 2026, the fair value of the contingent consideration was $0.3 million which was classified as accrued liabilities on our consolidated balance sheet.

The contingent consideration liability related to our acquisition of LPM is measured at fair value at each reporting period using a Monte Carlo Simulation model ("MCS model") with Level 3 unobservable inputs including estimated future cash flows generated by LPM, discount rates, and earnings volatility. Key assumptions used in the MCS model as of March 31, 2026 were an EBITDA risk premium of 10.5%, an EBITDA volatility of 85.0%, and a risk-free rate of 3.7%. We recorded an increase (reduction) to our contingent consideration liability reflected in earnings of $0.1 million and ($1.0 million) during the three months ended March 31, 2026 and 2025, respectively, and ($0.9 million) and ($1.1 million) during the nine months ended March 31, 2026 and 2025, respectively.

Pinehurst

We may be required to pay contingent consideration up to $5.3 million in cash in connection with the acquisition of Pinehurst if certain pre-tax earnings targets are met through the third anniversary of the acquisition as well as if certain net tangible asset thresholds were met as of June 30, 2025. As of the acquisition date, the fair value of this contingent consideration was $0.7 million. The material factors that may impact the fair value of the contingent consideration, and therefore, this liability, are the probabilities and timing of achieving the related targets, which are estimated at each reporting date with changes reflected in earnings. As of March 31, 2026, the fair value of the contingent consideration was $0.5 million which was classified as other liabilities on our consolidated balance sheet.

The contingent consideration liability related to our acquisition of Pinehurst is measured at fair value at each reporting period primarily using an MCS model with Level 3 unobservable inputs including estimated future cash flows generated by Pinehurst, discount rates, and pre-tax earnings volatility. Key assumptions used in the MCS model as of March 31, 2026 were a pre-tax earnings risk premium of 20.3%, a pre-tax earnings volatility of 80.0%, and a risk-free rate of 3.8%. We recorded an increase (reduction) to our contingent consideration liability reflected in earnings of $0.1 million and $0.0 million during the three months ended March 31, 2026 and 2025, respectively, and $0.7 million and $0.0 million during the nine months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, we remitted a contingent consideration payment to the former owner of Pinehurst of $1.0 million related to the achievement of certain net tangible asset thresholds.

AMS

We may be required to pay contingent consideration of up to an additional $9.0 million in cash based upon the achievement of certain performance benchmarks. Selling shareholders may also receive up to an additional $3.0 million in cash based upon the achievement of financial targets when certain inventory is sold. As of the acquisition date, the fair value of this contingent consideration was $5.9 million. The material factors that may impact the fair value of the contingent consideration, and therefore, this liability, are the probabilities and timing of achieving the related targets, which are estimated at each reporting date with changes reflected in earnings. As of March 31, 2026, the fair value of the contingent consideration was $0.3 million, which was classified as accrued liabilities on our consolidated balance sheet.

The contingent consideration liability related to our acquisition of AMS is measured at fair value at each reporting period primarily using an MCS model with Level 3 unobservable inputs including estimated future cash flows generated by AMS, discount rates, and EBITDA volatility. Key assumptions used in the MCS model as of March 31, 2026 were an EBITDA risk premium of 12.0%, an EBITDA volatility of 75.0%, and a risk-free rate of 3.7%. During the three and nine months ended March 31, 2026, we recorded a reduction of $0.1 million and $2.6 million, respectively, to our contingent consideration reflected in earnings. During the three months ended September 30, 2025 and December 31, 2025, we remitted a contingent consideration payment to the former owners of AMS of $2.4 million and $0.6 million, respectively, related to the sale of certain inventory.

Monex

The contingent consideration liability related to our acquisition of Monex is measured at fair value at each reporting period primarily using an MCS model with Level 3 unobservable inputs including estimated future cash flows generated by Monex, discount rates, and pre-tax net income volatility. Key assumptions used in the MCS model as of March 31, 2026 were a pre-tax risk premium of 11.8%, a pre-tax net income volatility of 50.0%, and risk-free rate of 3.7%. During the three and nine months ended March 31, 2026, we recorded a reduction of $4.4 million to our contingent consideration reflected in earnings. See Note 1 for more information.

The following tables present information about the Company's assets and liabilities measured at fair value on a recurring basis, aggregated by each fair value hierarchy level (in thousands):


	March 31, 2026
	Quoted Price in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Inventories(1)	$	2,663,898	$	—	$	—	$	2,663,898
Derivative assets — open sale and purchase commitments, net		358,347		—		—		358,347
Derivative assets — futures contracts		41,899		—		—		41,899
Derivative assets — forward contracts		34,552		—		—		34,552
Total assets, valued at fair value	$	3,098,696	$	—	$	—	$	3,098,696
Liabilities:
Liabilities on borrowed metals(2)	$	79,316	$	—	$	—	$	79,316
Product financing arrangements		609,732		—		—		609,732
Derivative liabilities — open sale and purchase commitments, net		12,449		—		—		12,449
Derivative liabilities — margin accounts		11,782		—		—		11,782
Derivative liabilities — futures contracts		11,934		—		—		11,934
Derivative liabilities — forward contracts		11,001		—		—		11,001
Acquisition-related contingent consideration		—		—		1,873		1,873
Total liabilities, valued at fair value	$	736,214	$	—	$	1,873	$	738,087

(1)

Collectible coin inventory totaling $102.7 million was held at lower of cost or net realizable value, and thus is excluded from the inventories balance shown in this table.

(2)

As of March 31, 2026, $837.4 million of liabilities on borrowed metals represent precious metals held in third party storage for the benefit of the customer and are not measured at fair value on a recurring basis.


	June 30, 2025
	Quoted Price in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Inventories(1)	$	1,211,352	$	—	$	—	$	1,211,352
Derivative assets — open sale and purchase commitments, net		129,784		—		—		129,784
Derivative assets — futures contracts		4,326		—		—		4,326
Derivative assets — forward contracts		405		—		—		405
Total assets, valued at fair value	$	1,345,867	$	—	$	—	$	1,345,867
Liabilities:
Liabilities on borrowed metals	$	46,051	$	—	$	—	$	46,051
Product financing arrangements		484,733		—		—		484,733
Derivative liabilities — open sale and purchase commitments, net		15,495		—		—		15,495
Derivative liabilities — margin accounts		4,169		—		—		4,169
Derivative liabilities — futures contracts		109		—		—		109
Derivative liabilities — forward contracts		76,404		—		—		76,404
Acquisition-related contingent consideration		—		—		7,890		7,890
Stock payable liability		1,484		—		—		1,484
Total liabilities, valued at fair value	$	628,445	$	—	$	7,890	$	636,335

(1)

Collectible coin inventory totaling $68.2 million was held at lower of cost or net realizable value, and thus is excluded from the inventories balance shown in this table.

There were no transfers in or out of Level 2 or 3 from other levels within the fair value hierarchy during the reported periods.

Assets Measured at Fair Value on a Non-Recurring Basis

Certain assets are measured at fair value on a nonrecurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only under certain circumstances. These include (i) investments in private companies when there are identifiable events or changes in circumstances that may have a significant adverse impact on the fair value of these assets, (ii) equity method investments that are remeasured to the acquisition-date fair value upon the Company obtaining a controlling interest in the investee during a step acquisition, (iii) property, plant, and equipment and definite-lived intangibles, (iv) goodwill, and (v) indefinite-lived intangibles, all of which are written down to fair value when they are held for sale or determined to be impaired.

Our non-recurring valuations use significant unobservable inputs and significant judgments and therefore fall under Level 3 of the fair value hierarchy. The valuation inputs include assumptions on the appropriate discount rates, long-term growth rates, relevant comparable company earnings multiples, and the amount and timing of expected future cash flows. The cash flows employed in the analyses are based on the Company’s estimated outlook and various growth rates. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective equity method investment, asset group, or reporting unit. In assessing the reasonableness of its determined fair values, the Company evaluates its results against other value indicators, such as comparable transactions and comparable public company trading values.

4. RECEIVABLES, NET

Receivables, net consisted of the following (in thousands):


	March 31, 2026		June 30, 2025
Customer trade receivables	$	66,630	$	88,135
Wholesale trade advances		45,960		25,008
Due from brokers and other		55,772		24,580
	$	168,362	$	137,723

Customer Trade Receivables. Customer trade receivables represent short-term, non-interest bearing amounts due from precious metal sales, advances related to financing products, and other secured interests in assets of the customer.

Wholesale Trade Advances. Wholesale trade advances represent advances of various bullion products and cash advances for purchase commitments of precious metal inventory. Typically, these advances are unsecured, short-term, and non-interest bearing, and are made to wholesale metals dealers and government mints.

Due from Brokers and Other. Due from brokers and other consists of the margin requirements held at brokers related to open futures contracts (see Note 12) and other receivables.

5. SECURED LOANS RECEIVABLE

Below is a summary of the carrying value of our secured loans (in thousands):


	March 31, 2026		June 30, 2025
Secured loans originated	$	123,910	$	83,360
Secured loans acquired		2,124		10,677
	$	126,034	$	94,037

Secured Loans - Originated: Secured loans include short-term loans, which include a combination of on-demand lines and short-term facilities. These loans are fully secured by the customer's assets, which predominantly include bullion, numismatic, and semi-numismatic material, and are typically held in safekeeping by the Company.

Secured Loans - Acquired: Secured loans also include short-term loans, which include a combination of on-demand lines and short-term facilities that are purchased from our customers. The Company acquires a portfolio of their loan receivables at a price that approximates the outstanding balance of each loan in the portfolio, as determined on the effective transaction date. Each loan in the portfolio is fully secured by the borrower's assets, which could include bullion, numismatic or semi-numismatic material, and are typically held in safekeeping by the Company. The seller of the loan portfolio generally retains the responsibility for the servicing and administration of the loans.

As of March 31, 2026 and June 30, 2025, our secured loans carried weighted-average effective interest rates of 9.8% and 10.2%, respectively, and mature in periods ranging typically from on-demand to one year.

The secured loans that the Company generates with its active customers are reflected as an operating activity on the condensed consolidated statements of cash flows. The secured loans that the Company generates with borrowers that are not active customers are reflected as an investing activity on the condensed consolidated statements of cash flows as secured loans receivables, net. For the secured loans that (i) are reflected as an investing activity and have terms that allow the borrowers to increase their loan balance (at the discretion of the Company) based on the excess value of their collateral compared to their aggregate principal balance of loan, and (ii) are repayable on demand or in the short-term, the borrowings and repayments are netted on the condensed consolidated statements of cash flows.

Credit Quality of Secured Loans Receivables and Allowance for Credit Losses

General

The Company's secured loan receivables portfolio comprises loans with similar credit risk profiles, which enables the Company to apply a standard methodology to determine the credit quality for each loan and the allowance for credit losses, if any.

The credit quality of each loan is generally determined by the collateral value assessment, loan-to-value (“LTV”) ratio (that is, the principal amount of the loan divided by the estimated value of the collateral) and the type (or class) of secured material. All loans are fully secured by precious metal bullion, numismatic and semi-numismatic collateral, or graded sports cards, which remains in the physical custody of the Company for the duration of the loan. The term of the loans is generally 180 days; however, loans are typically renewed prior to maturity and therefore remain outstanding for a longer period of time. Interest earned on a loan is billed monthly and is typically due and payable within 20 days and, if not paid after all applicable grace periods, is added to the outstanding principal balance, and late fees and default interest rates are assessed.

When an account is in default or if a margin call has not been met on a timely basis, the loan is considered non-performing and the Company has the right to liquidate the borrower's collateral in order to satisfy the unpaid balance of the outstanding loans, including accrued and unpaid interest.

Class and Credit Quality of Loans

The three classes of secured loan receivables are defined by collateral type: (i) bullion, (ii) numismatic and semi-numismatic and (iii) graded sports cards. The Company required LTV ratios vary with the class of loans. Typically, the Company requires an LTV ratio of approximately 75% for bullion, 65% for numismatic and semi-numismatic collateral, and 50% for graded sports cards. The LTV ratio for loans collateralized by numismatic and semi-numismatic collateral is typically lower on a percentage basis than bullion collateralized loans because a higher value of the numismatic and semi-numismatic collateral relates to its premium value, rather than its underlying commodity value. The LTV ratio for loans collateralized by graded sports cards is lower because the underlying collateral is not as liquid as bullion and numismatic and semi-numismatic collateral.

The Company's secured loans by portfolio class, which align with internal management reporting, were as follows (in thousands):


	March 31, 2026				June 30, 2025
Bullion	$	85,621	67.9	%	$	54,843	58.3	%
Numismatic and semi-numismatic		31,295	24.8	%		32,439	34.5	%
Graded sports cards		9,118	7.3	%		6,755	7.2	%
	$	126,034	100.0	%	$	94,037	100.0	%

Due to the nature of market fluctuations of precious metal commodity prices, we monitor the bullion collateral value of each loan on a daily basis, based on spot price of precious metals. Numismatic and graded sports cards collateral values are updated by numismatic and graded sports cards specialists typically within every 90 days and when loan terms are renewed.

Generally, we initiate the margin call process when the outstanding loan balance is in excess of 85% of the current value of the underlying collateral. In the event that a borrower fails to meet a margin call to reestablish the required LTV ratio, the loan is considered in default. The collateral material (either bullion, numismatic or graded sports cards) underlying such loans is then sold by the Company to satisfy all amounts due under the loan.

Loans with LTV ratios of less than 75% are generally considered to be higher quality loans. Below is summary of aggregate outstanding secured loan balances bifurcated into (i) loans with an LTV ratio of less than 75% and (ii) loans with an LTV ratio of 75% or more (in thousands):


	March 31, 2026				June 30, 2025
Loan-to-value of less than 75%	$	115,267	91.5	%	$	82,936	88.2	%
Loan-to-value of 75% or more		10,767	8.5	%		11,101	11.8	%
	$	126,034	100.0	%	$	94,037	100.0	%

The Company had no loans with an LTV ratio in excess of 100% as of March 31, 2026 and June 30, 2025.

Non-Performing Loans/Impaired Loans

Allowance for secured loan credit losses attributable to non-performing loans is recorded based on the most probable source of repayment, which is normally the liquidation of collateral. Due to the accelerated liquidation terms of the Company's loan portfolio, past due loans are generally liquidated within 90 days of default. In the event a loan were to become non-performing and the collateral is not sufficient to satisfy amounts due, the Company would determine a reserve to reduce the carrying balance to its estimated net realizable value. As of March 31, 2026 and June 30, 2025, the Company had no allowance for secured loan losses or loans classified as non-performing.

A loan is considered impaired if it is probable, based on current information and events, that the Company will be unable to collect all amounts due according to the contractual terms of the loan. Historically, the Company has not established an allowance for any credit losses because the Company maintains sufficient collateral to satisfy amounts due. Customer loans are reviewed for impairment and include loans that are non-performing, or if the customer is in bankruptcy. In the event of an impairment, recognition of interest income would be suspended, and the loan would be placed on non-accrual status at the time. Accrual would be resumed, and previously suspended interest income would be recognized, when the loan becomes contractually current and/or collection doubts are removed. Cash receipts on impaired loans are recorded first against the principal and then to any unrecognized interest income. For the nine months ended March 31, 2026 and 2025, the Company incurred no loan impairment costs, and no loans were placed on a non-accrual status.

6. INVENTORIES

Our inventory consists of the precious metals that the Company has physically received, and inventory held by third-parties, which, at the Company's option, it may or may not receive. The following table summarizes the components of our inventory (in thousands):


	March 31, 2026		June 30, 2025
Inventory held for sale	$	1,002,778	$	558,024
Repurchase arrangements with customers		128,381		116,546
Consignment arrangements with customers		6,311		5,998
Collectible coins, held at lower of cost or net realizable value		102,663		68,193
Borrowed precious metals (1)		916,696		46,051
Product financing arrangements		609,732		484,733
	$	2,766,561	$	1,279,545

(1)

Borrowed precious metals inventory includes restricted inventory of $837.4 million and $0.0 million during March 31, 2026 and June 30, 2025, respectively, which represents inventory held in third-party storage where it is segregated for the benefit of the customer. This restricted inventory has a corresponding liability on borrowed metals representing the obligation to deliver the metals to the customer in the future.

Premium Component of Inventory

The premium component, at market value, included in the inventory as of March 31, 2026 and June 30, 2025 totaled $12.8 million and $35.3 million, respectively.

7. LEASES

Components of lease expense were as follows (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2026		2025		2026		2025
Operating lease costs	$	1,869	$	982	$	5,257	$	2,400
Variable lease costs		549		321		1,555		670
Short term lease costs		19		47		107		76
Finance lease costs		9		7		46		21
	$	2,446	$	1,357	$	6,965	$	3,167

For the nine months ended March 31, 2026, we made cash payments of $5.3 million for operating lease obligations. These payments are included in operating cash flows. As of March 31, 2026, the weighted-average remaining lease term under our capitalized operating leases was 4.9 years, while the weighted-average discount rate for our operating leases was approximately 6.2%.

The future undiscounted cash flows for each of the next five years and thereafter, and reconciliation to the lease liabilities as of March 31, 2026 for our operating leases were as follows (in thousands):


Fiscal Year ending June 30,	Operating Leases
2026 (remainder)	$	1,737
2027		6,480
2028		5,455
2029		4,281
2030		3,598
Thereafter		4,665
Total lease payments		26,216
Imputed interest		(3,753	)
Total operating lease liability	$	22,463		(1)
Operating lease liability - current	$	5,413		(2)
Operating lease liability - long-term		17,050		(3)
	$	22,463		(1)

(1)

Represents the present value of the operating lease liabilities as of March 31, 2026.

(2)

Current operating lease liabilities are presented within accrued liabilities on our condensed consolidated balance sheets.

(3)

Long-term operating lease liabilities are presented within other liabilities on our condensed consolidated balance sheets.

The lease payments presented in the table above exclude amounts related to a failed sale-leaseback transaction. For information regarding the failed sale-leaseback transaction, refer to Note 15.

For information regarding the Company's related party leases, refer to Note 14.

8. PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment consisted of the following (in thousands):


	March 31, 2026			June 30, 2025
Computer software	$	22,584		$	16,915
Plant equipment		15,624			12,501
Leasehold improvements		11,541			7,605
Office furniture, and fixtures		6,746			5,766
Computer equipment		6,378			6,208
Building and other		9,735			9,707
Total depreciable assets		72,608			58,702
Less: Accumulated depreciation and amortization		(36,379	)		(30,013	)
Property and equipment not placed in service		8,243			14,101
Land		2,719			2,719
Property, plant, and equipment, net	$	47,191		$	45,509

Property, plant and equipment depreciation and amortization expense was $2.4 million and $1.0 million for the three months ended March 31, 2026 and 2025, respectively, and $7.3 million and $2.7 million for the nine months ended March 31, 2026 and 2025, respectively. For the periods presented, depreciation and amortization expense allocable to cost of sales was not significant.

9. GOODWILL AND INTANGIBLE ASSETS

Goodwill is an intangible asset that arises when a company acquires an existing business or assets (net of assumed liabilities) which comprise a business. In general, the amount of goodwill recorded in an acquisition is calculated as the purchase price of the business minus the fair market value of the tangible assets and the identifiable intangible assets, net of the assumed liabilities. Goodwill and intangibles can also be established by push-down accounting.

Carrying Value

The carrying value of goodwill and other purchased intangibles are described below (dollar amounts in thousands):


			March 31, 2026										June 30, 2025
	Estimated Useful Lives (Years)	Remaining Weighted-Average Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Net Book Value
Identifiable intangible assets:
Existing customer relationships	4 - 15	4.3	$	136,274	$	(81,402	)	$	—		$	54,872	$	116,568	$	(66,215	)	$	—		$	50,353
Developed technology	4	2.7		24,136		(15,631	)		—			8,505		21,836		(13,362	)		—			8,474
Non-compete and other	3 - 5	1.5		2,310		(2,307	)		—			3		2,310		(2,306	)		—			4
Employment agreement	1 - 3	0.0		295		(295	)		—			—		295		(295	)		—			—
Intangibles subject to amortization				163,015		(99,635	)		—			63,380		141,009		(82,178	)		—			58,831
Trade names and trademarks	Indefinite	Indefinite		75,458		—			(1,290	)		74,168		69,658		—			(1,290	)		68,368
Domain name	Indefinite	Indefinite		8,629		—			—			8,629		8,615		—			—			8,615
In-process research and development	Indefinite	Indefinite		1,500		—			—			1,500		1,500		—			—			1,500
Identifiable intangible assets			$	248,602	$	(99,635	)	$	(1,290	)	$	147,677	$	220,782	$	(82,178	)	$	(1,290	)	$	137,314

Goodwill	Indefinite	Indefinite	$	245,099	$	—		$	(1,364	)	$	243,735	$	230,014	$	—		$	(1,364	)	$	228,650

The Company's intangible assets are subject to amortization except for trade names, trademarks, domain names and in-process research and development assets, which have indefinite lives. Amortization expense related to the Company's intangible assets was $7.0 million and $4.0 million for the three months ended March 31, 2026 and 2025, respectively, and $17.4 million and $11.7 million for the nine months ended March 31, 2026 and 2025, respectively. For the presented periods, amortization expense allocable to cost of sales was not significant.

The changes in the carrying amounts of goodwill were as follows (in thousands):


Balance as of June 30, 2025		228,650
Goodwill acquired - Monex		15,039
Other		46
Balance as of March 31, 2026	$	243,735

Impairment

We recorded a non-recurring impairment charge of $2.7 million (goodwill and indefinite-lived intangible assets) in fiscal 2018 related to Goldline. Other than the impairment charge related to Goldline, we have not recorded any impairment of goodwill or indefinite-lived intangible assets.

Estimated Amortization

Estimated annual amortization expense related to definite-lived intangible assets for the succeeding five years and thereafter is as follows (in thousands):


Fiscal Year Ending June 30,	Amount
2026 (remainder)	$	6,781
2027		21,827
2028		16,621
2029		9,062
2030		5,247
Thereafter		3,842
	$	63,380

10. LONG-TERM INVESTMENTS

The following table shows the carrying value and ownership percentage of the Company's investment in privately-held entities accounted for either under the equity or cost method (in thousands):


	March 31, 2026					June 30, 2025
Investee	Carrying Value		Ownership Percentage			Carrying Value		Ownership Percentage
Sunshine Minting, Inc.		13,791		44.9	%		17,876		44.9	%
Company A		—		—	%		283		33.3	%
Company B		2,326		50.0	%		2,194		50.0	%
Texas Precious Metals, LLC		8,598		12.0	%		7,547		12.0	%
Atkinsons Bullion & Coins (1)		13,607		49.5	%		3,733		25.0	%
Company C		56		33.3	%		43		33.3	%
Company D		865		20.0	%		1,009		20.0	%
Company E		244		5.0	%		330		5.0	%
	$	39,487				$	33,015

(1)

The Company holds an option, exercisable beginning in December 2027, to acquire additional ownership interest which would give the Company control of the investee if exercised.

We consider all of our equity method investees to be related parties. See Note 14 for a summary of the Company's aggregate balances and activity with these related party entities. All of the Company's investees are accounted for using the equity method, with the exception of Company A, which was accounted for using the cost method and is not considered a related party.

11. ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

Accounts payable and other current liabilities consisted of the following (in thousands):


	March 31, 2026		June 30, 2025
Trade payables to customers	$	71,867	$	12,814
Other accounts payable		14,702		9,434
Accounts payable and other payables	$	86,569	$	22,248

Deferred revenue	$	53,347	$	19,866
Advances from customers		1,350,689		407,038
Deferred revenue and other advances	$	1,404,036	$	426,904

As of March 31, 2026 and June 30, 2025, advances from customers included $716.4 million and $246.5 million, respectively, of advances related to precious metals leases.

12. DERIVATIVE INSTRUMENTS AND HEDGING TRANSACTIONS

The Company is exposed to market risk, such as changes in commodity prices and foreign exchange rates. To manage the volatility related to these exposures, the Company enters into various derivative products, such as forward and futures contracts. By policy, the Company historically has entered into derivative financial instruments for the purpose of hedging substantially all of Company's market exposure to precious metals prices, and not for speculative purposes. The Company’s gains (losses) on derivative instruments are substantially offset by the changes in the fair market value of the underlying precious metals inventory, both of which are recorded in cost of sales in the condensed consolidated statements of income.

Commodity Price Management

The Company manages the value of certain assets and liabilities of its trading business, including trading inventory, by employing a variety of hedging strategies. These strategies include the management of exposure to changes in the market values of the Company's trading inventory through the purchase and sale of a variety of derivative instruments, such as forward and futures contracts.

The Company enters into derivative transactions solely for the purpose of hedging its inventory subject to price risk, and not for speculative market purposes. Due to the nature of the Company's global hedging strategy, the Company is not using hedge accounting as defined under ASC 815, whereby the gains or losses would be deferred and included as a component of other comprehensive income. Instead, gains or losses resulting from the Company's forward and futures contracts and open sale and purchase commitments are reported in the condensed consolidated statements of income as unrealized gains or losses on commodity contracts (a component of cost of sales), with the related unrealized amounts due from or to counterparties reflected as derivative assets or liabilities on the condensed consolidated balance sheets.

The Company's trading inventory and purchase and sale transactions consist primarily of precious metal products. The value of these assets and liabilities are marked-to-market daily to the prevailing closing price of the underlying precious metals. The Company's precious metals inventory is subject to fluctuations in market value, resulting from changes in the underlying commodity prices. Inventory purchased or borrowed by the Company is subject to price changes. Inventory borrowed is considered a natural hedge, since changes in value of the metal held are offset by the obligation to return the metal to the supplier.

Open sale and purchase commitments are subject to changes in value between the date the purchase or sale price is fixed (the trade date) and the date the metal is received or delivered (the settlement date). The Company seeks to minimize the effect of price changes of the underlying commodity through the use of forward and futures contracts. The Company’s open sale and purchase commitments typically settle within 2 business days, and for those commitments that do not have stated settlement dates, the Company has the right to settle the positions upon demand.

The Company's policy is to substantially hedge its inventory position, net of open sale and purchase commitments that are subject to price risk, and regularly enters into precious metals commodity forward and futures contracts with financial institutions to hedge against this risk. The Company uses futures contracts, which typically settle within 30 days, for its shorter-term hedge positions, and forward contracts, which may remain open for up to 6 months, for its longer-term hedge positions. The Company has access to all of the precious metals markets, allowing it to place hedges. The Company also maintains relationships with major market makers in every major precious metal dealing center.

The Company’s management sets credit and position risk limits. These limits include gross position limits for counterparties engaged in sales and purchase transactions with the Company. They also include collateral limits for different types of sale and purchase transactions that counterparties may engage in from time to time.

Derivative Assets and Liabilities

The Company's derivative assets and liabilities represent the net fair value of the difference (or intrinsic value) between market values and trade values at the trade date for open precious metals sale and purchase contracts, as adjusted on a daily basis for changes in market values of the underlying metals, until settled. The Company's derivative assets and liabilities also include the net fair value of open precious metals forward and futures contracts. The precious metals forward and futures contracts are settled at the contract settlement date.

All of our commodity derivative contracts are under master netting arrangements and include both asset and liability positions (i.e., offsetting derivative instruments). As such, for the Company's derivative contracts with the same counterparty, the receivables and payables have been netted on the condensed consolidated balance sheets. Such derivative contracts include open sale and purchase commitments, futures, forward and margin accounts. The aggregate gross and net derivative receivables and payables balances by contract type and type of hedge, were as follows (in thousands):


	March 31, 2026										June 30, 2025
	Gross Derivative		Amounts Netted			Cash Collateral Pledge			Net Derivative		Gross Derivative			Amounts Netted			Cash Collateral Pledge		Net Derivative
Nettable derivative assets:
Open sale and purchase commitments	$	382,516	$	(24,169	)	$	—		$	358,347	$	130,609		$	(825	)	$	—	$	129,784
Futures contracts		41,899		—			—			41,899		4,326			—			—		4,326
Forward contracts		34,552		—			—			34,552		405			—			—		405
	$	458,967	$	(24,169	)	$	—		$	434,798	$	135,340		$	(825	)	$	—	$	134,515
Nettable derivative liabilities:
Open sale and purchase commitments	$	18,150	$	(5,701	)	$	—		$	12,449	$	18,170		$	(2,675	)	$	—	$	15,495
Margin accounts		42,818		—			(31,036	)		11,782		(23,276	)		—			27,445		4,169
Futures contracts		11,934		—			—			11,934		109			—			—		109
Forward contracts		11,001		—			—			11,001		76,404			—			—		76,404
	$	83,903	$	(5,701	)	$	(31,036	)	$	47,166	$	71,407		$	(2,675	)	$	27,445	$	96,177

Gains or Losses on Derivative Instruments

The Company records the derivative at the trade date with corresponding unrealized gains or losses shown as a component of cost of sales in the condensed consolidated statements of income. The Company adjusts the derivatives to fair value on a daily basis until the transactions are settled. When these contracts are net settled, the unrealized gains and losses are reversed, and the realized gains and losses for forward contracts are recorded in revenue and cost of sales, respectively, and the net realized gains and losses for futures contracts are recorded in cost of sales.

Below is a summary of the net gains (losses) on derivative instruments (in thousands):


	Three Months Ended March 31,						Nine Months Ended March 31,
	2026			2025			2026			2025
Gains (losses) on derivative instruments:
Unrealized (losses) gains on open futures commodity and forward contracts and open sale and purchase commitments, net	$	(246,475	)	$	(68,152	)	$	335,593		$	(69,391	)
Realized losses on futures commodity contracts, net		(189,253	)		(26,072	)		(410,773	)		(36,319	)
	$	(435,728	)	$	(94,224	)	$	(75,180	)	$	(105,710	)

The Company’s net gains (losses) on derivative instruments, as shown in the table above, were substantially offset by the changes in the fair market value of the underlying precious metals inventory, which were also recorded in cost of sales in the condensed consolidated statements of income.

Summary of Hedging Positions

In a hedging relationship, the change in the value of the derivative financial instrument is offset to a great extent by the change in the value of the underlying hedged item. The following table summarizes the results of our hedging activities, which shows the precious metal commodity inventory position, net of open sale and purchase commitments, that was subject to price risk (in thousands):


	March 31, 2026			June 30, 2025
Inventories	$	2,766,561		$	1,279,545

Less unhedgeable inventories:
Collectible coin inventory, held at lower of cost or net realizable value		(102,663	)		(68,193	)
Premium on metals position		(12,782	)		(35,295	)
Precious metal value not hedged		(115,445	)		(103,488	)

Commitments at market:
Open inventory purchase commitments		1,298,228			1,149,622
Open inventory sales commitments		(1,330,402	)		(521,442	)
Margin sales commitments		(42,818	)		(27,446	)
In-transit inventory no longer subject to market risk		(54,351	)		(18,801	)
Unhedgeable premiums on open commitment positions		3,764			10,345
Borrowed precious metals		(916,696	)		(46,051	)
Product financing arrangements		(609,732	)		(484,733	)
Advances on industrial metals		614			584
		(1,651,393	)		62,078

Precious metal subject to price risk		999,723			1,238,135

Precious metal subject to derivative financial instruments:
Precious metals forward contracts at market values		306,625			927,990
Precious metals futures contracts at market values		684,018			310,645
Total market value of derivative financial instruments		990,643			1,238,635

Net precious metals subject to commodity price risk	$	9,080		$	(500	)

Notional Balances of Derivatives

The notional balances of the Company's derivative instruments, consisting of contractual metal quantities, are expressed at current spot prices of the underlying precious metal commodity. The Company had the following outstanding commitments and open forward and futures contracts (in thousands):


	March 31, 2026			June 30, 2025
Purchase commitments	$	1,298,228		$	1,149,622
Sales commitments	$	(1,330,402	)	$	(521,442	)
Margin sales commitments	$	(42,818	)	$	(27,446	)
Open forward contracts	$	306,625		$	927,990
Open futures contracts	$	684,018		$	310,645

The contract amounts (i.e., notional balances) of the Company's forward and futures contracts and the open sales and purchase commitments are not reflected in the accompanying condensed consolidated balance sheets. The Company records the difference between the market price of the underlying metal or contract and the trade amount at fair value.

The Company is exposed to the risk of failure of the counterparties to its derivative contracts. Significant judgment is applied by the Company when evaluating the fair value implications. The Company regularly reviews the creditworthiness of its major counterparties and monitors its exposure to concentrations. As of March 31, 2026, the Company believes its risk of counterparty default is mitigated as a result of such evaluation and the short-term duration of these arrangements.

Foreign Currency Exchange Rate Management

The Company utilizes foreign currency forward contracts to manage the effect of foreign currency exchange fluctuations on its sale and purchase transactions. These contracts generally have maturities of less than one week. The market values (fair values) of the Company’s foreign exchange forward contracts and the net open sale and purchase commitment transactions, denominated in foreign currencies, outstanding were as follows (in thousands):


	March 31, 2026		June 30, 2025
Foreign exchange forward contracts	$	11,998	$	6,618
Open sale and purchase commitment transactions, net	$	3,284	$	2,056

13. INCOME TAXES

Net income (loss) from operations before provision for income taxes is shown below (in thousands):


	Three Months Ended March 31,					Nine Months Ended March 31,
	2026		2025			2026		2025
U.S.	$	66,382	$	(11,512	)	$	78,546	$	6,222
Foreign		15,371		1,573			18,673		2,028
	$	81,753	$	(9,939	)	$	97,219	$	8,250

The Company files a consolidated federal income tax return based on a June 30 tax year end. The provision for income tax expense by jurisdiction and the effective tax rate are shown below (in thousands):


	Three Months Ended March 31,						Nine Months Ended March 31,
	2026			2025			2026			2025
Current:
Federal	$	10,928		$	(1,117	)	$	12,632		$	1,801
State and local		1,592			(74	)		1,936			304
Foreign		5,196			(40	)		6,057			461
	$	17,716		$	(1,231	)	$	20,625		$	2,566

Effective income tax rate		21.7	%		12.4	%		21.2	%		31.1	%

Our provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rates for the three and nine months ended March 31, 2026 primarily due to the excess tax benefit from share-based compensation, partially offset by state taxes (net of federal tax benefit) and non-taxable and non-deductible expenditures. Our provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rates for the three and nine months ended March 31, 2025 primarily due to the excess tax benefit from share-based compensation, partially offset by adjustments related to our acquisition of the remaining outstanding equity interest in Pinehurst, state taxes (net of federal tax benefit), Section 162(m) executive compensation disallowance, and other normal course non-deductible expenditures.

Income Taxes Receivable and Payable

As of March 31, 2026 and June 30, 2025, we had an income tax receivable of $1.8 million and $4.6 million, respectively.

Deferred Tax Assets and Liabilities

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized by evaluating both positive and negative evidence. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As of March 31, 2026 and June 30, 2025, management concluded that it was more likely than not that the Company would be able to realize the benefit of the U.S. federal and state deferred tax assets. We based this conclusion on historical and projected operating performance, as well as our expectation that our operations will generate sufficient taxable income in future periods to realize the tax benefits associated with the deferred tax assets. A tax valuation allowance was considered unnecessary, as management concluded that it was more likely than not that the Company would be able to realize the benefit of the U.S. federal and state deferred tax assets.

As of March 31, 2026, the condensed consolidated balance sheet reflects the deferred tax items for each tax-paying component (i.e., federal, state and foreign), resulting in a federal deferred tax liability of $12.0 million, a state deferred tax liability of $0.1 million, and a foreign deferred tax liability of $6.1 million. As of June 30, 2025, the consolidated balance sheet reflects the deferred tax items for each tax-paying component (i.e., federal, state and foreign), resulting in a federal deferred tax liability of $12.0 million, a state deferred tax liability of $0.1 million, and a foreign deferred tax liability of $6.2 million. Our net foreign deferred tax liability will fluctuate as the value of the U.S. dollar changes with respect to foreign currencies. The Company intends to indefinitely reinvest the cumulative undistributed earnings held by its foreign subsidiaries.

Unrecognized Tax Benefits

The Company has taken or expects to take certain tax benefits on its income tax return filings that it has not recognized as a tax benefit (i.e., an unrecognized tax benefit) on its consolidated statements of income. The Company's measurement of its uncertain tax positions is based on management's assessment of all relevant information, including, but not limited to prior audit experience, audit settlement, or lapse of the applicable statute of limitations. As of March 31, 2026, there have been no material changes to our unrecognized tax benefits or any related interest or penalties since June 30, 2025.

Tax Reform

On July 4, 2025, the One Big Beautiful Bill Act ("2025 U.S. tax reform") was enacted into law. The 2025 U.S. tax reform contains several key tax laws, including extensions and modifications of the Tax Cuts and Jobs Act. In accordance with ASC 740, Income Taxes, the Company is required to recognize the effect of the tax law changes in the period of enactment, such as remeasuring estimated U.S. deferred tax assets and liabilities. We have evaluated the impact from the 2025 U.S. tax reform and the resulting adjustments are temporary in nature and did not have a material impact on the Company's consolidated financial statements or effective tax rate for any periods presented.

14. RELATED PARTY TRANSACTIONS

Related parties include entities which the Company controls or has the ability to significantly influence, and entities which are under common control with the Company. Related parties also include persons who are affiliated with related entities or the Company who are in a position to influence corporate decisions (such as owners, executives, board members and their families). In the normal course of business, we enter into transactions with our related parties. In addition to our directors and officers and one individual who is the beneficial owner of more than ten percent of our outstanding common stock, below is a list of related parties with whom we have had significant transactions during the presented periods:

Spectrum Group International, Inc. ("SGI") and Stack’s Bowers Numismatics, LLC ("Stack's Bowers Galleries"). The Company acquired SGI in February 2025. However, prior to February 2025, SGI and its wholly owned subsidiary Stack's Bowers Galleries were considered to be related parties of the Company. SGI and the Company had a common chief executive officer, and the chief executive officer and the general counsel of the Company constituted a majority of the board members of SGI. Information included below relating to SGI and Stack's Bowers Galleries pertains to transactions prior to the Company's acquisition of SGI in February 2025. Also, as discussed below, certain directors and officers of the Company and the Company's largest stockholder owned a majority of the equity interests of SGI prior to the acquisition.

Solid Crossing Inc. ("Solid Crossing") and Wade Real Estate, LLC. SGB's corporate office space is leased from Solid Crossing, whose owners are affiliates of SGB. Pinehurst's primary office space is leased from Wade Real Estate, LLC, which is owned by the former majority owner of Pinehurst, who is a related party.

Equity method investees. As of March 31, 2026, the Company had seven investments in privately-held entities which have been determined to be equity method investees and related parties.

Tether. In February 2026, the Company entered into a definitive agreement with Tether whereby Tether agreed to purchase shares of the Company's common stock as described in Note 17. Tether obtained the right to appoint, and did appoint, a member to the Company’s board of directors. The Company has also entered into certain commercial agreements with Tether and its related entities.

Our related party transactions primarily include (i) sales and purchases of precious metals, (ii) financing activities, (iii) repurchase arrangements, (iv) hedging transactions, and (v) related party facility lease and construction arrangements. Below is a summary of our related party transactions. The amounts presented for each period reflect each entity’s related party status for that period.

Balances with Related Parties

Receivables and Payables, Net

Our related party net receivables and payables balances were as shown below (in thousands):


	March 31, 2026						June 30, 2025
	Receivables			Payables			Receivables			Payables
Equity method investees		3,792	(1)		7,341	(2)		3,088	(1)		4,290	(2)
Other		135	(1)		3,397	(2)		398	(1)		3,270	(2)
	$	3,927		$	10,738		$	3,486		$	7,560

(1)

Balance includes trade receivables and other receivables, net

(2)

Balance includes note payables, trade payables, and other payables, net

Operating Lease Right of Use Assets

As of March 31, 2026 and June 30, 2025, our related party right of use assets were $2.8 million and $3.2 million, respectively.

Property, Plant, and Equipment

AMGL entered into an agreement, effective as of July 1, 2024, with W.A. Richardson Builders, LLC (“WAR Construction”) to effectuate the build out of the Company’s Las` Vegas logistics facility which was completed in fiscal 2025. The majority owner and co-manager of WAR Construction is the spouse of a non-employee member of the Board of Directors of the Company, and the other co-manager is a 10% stockholder of the Company whose family members are minority owners of WAR Construction. The Company incurred costs of $1.9 million during the year ended June 30, 2025.

Long-term Investments

As of March 31, 2026 and June 30, 2025, the aggregate carrying balance of our equity method investments was $39.5 million and $32.7 million, respectively. (See Note 10.)

Advances From Customers

As of March 31, 2026, the Company had outstanding precious metals leases and customer advances with Tether of $362.6 million recorded as advances from customers within deferred revenue and other advances on our consolidated balance sheet.

Notes Payable

On April 1, 2021, CCP entered into a loan agreement ("CCP Note") with CFC, which provides CFC with up to $4.0 million to fund commercial loans secured by graded sports cards to its borrowers. All loans to be funded using the proceeds from the CCP Note are subject to CCP’s prior written approval. The CCP Note has been amended to expire on April 1, 2028. As of March 31, 2026 and June 30, 2025, the outstanding principal balance of the CCP Note was $4.0 million and $4.0 million, respectively.

In June 2024, SGB declared a $15.9 million dividend to existing shareholders based on certain levels of working capital. As of March 31, 2026, the dividend was paid in full, which included a dividend paid to the Company from SGB in September 2024 of $7.5 million.

In February 2025 in connection with the acquisition of Pinehurst, the Company assumed a promissory note with the former majority owner of Pinehurst for $3.1 million. This promissory note has a maturity date of August 1, 2026 and bears interest at a rate of 5% per annum. As of March 31, 2026, the outstanding principal balance of this promissory note was $3.1 million.

Share Repurchases

In November 2024, we repurchased 139,455 shares of our common stock from the former owner of AMS and LPM, a related party, for $4.2 million.

Activity with Related Parties

Sales and Purchases

Our sales and purchases with companies deemed to be related parties were as follows (in thousands):


	Three Months Ended March 31,								Nine Months Ended March 31,
	2026				2025				2026				2025
	Sales		Purchases		Sales		Purchases		Sales		Purchases		Sales		Purchases
Stack's Bowers Galleries(1)	$	—	$	—	$	46,449	$	49,960	$	—	$	—	$	127,146	$	101,675
Equity method investees(2)		375,242		5,238		117,661		12,747		656,636		12,129		676,870		37,869
Tether		—		4,288		—		—		—		4,288		—		—
	$	375,242	$	9,526	$	164,110	$	62,707	$	656,636	$	16,417	$	804,016	$	139,544

(1)

Includes sales and purchases activity with SGI and its subsidiaries only for periods prior to the Company acquiring SGI in February 2025.

(2)

Includes sales and purchases activity with Pinehurst prior to the acquisition of the remaining outstanding equity interests of Pinehurst it did not previously own in February 2025 and with AMS prior to the acquisition of the remaining outstanding equity interests of AMS it did not previously own in April 2025.

Interest Income and Expense

We earned interest income and expense from related parties as set forth below (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2026		2025		2026		2025
Interest income from secured loans receivables	$	—	$	17	$	—	$	192
Interest income from finance products and repurchase arrangements		161		1,987		665		6,633
	$	161	$	2,004	$	665	$	6,825

Interest expense from note payables	$	85	$	59	$	258	$	152
Interest expense from precious metals leases		15		—		15		—
	$	100	$	59	$	273	$	152

Selling, General, and Administrative Expense

The Company incurred selling, general, and administrative expense related to its related party leasing agreements and consulting agreements of $0.9 million and $0.5 million during the three months ended March 31, 2026 and 2025, respectively, and $1.9 million and $1.3 million during the nine months ended March 31, 2026 and 2025, respectively.

Equity Method Investments — Earnings, Dividends and Distributions Received

The Company's proportional share of our equity method investee's earnings (losses) totaled $2.3 million and ($0.2) million during the three months ended March 31, 2026 and 2025, respectively, and $2.4 million and ($2.1) million, during the nine months ended March 31, 2026 and 2025, respectively.

The Company received dividend and distribution payments from our equity method investees that totaled, in the aggregate, $1.1 million and $1.1 million during the three months ended March 31, 2026 and 2025, respectively, and $2.2 million and $1.2 million during the nine months ended March 31, 2026 and 2025, respectively.

Other Income

The Company earned royalty and consulting services income from related parties that totaled $0.0 million and $0.1 million during the three months ended March 31, 2026 and 2025, respectively, and $0.1 million and $0.8 million during the nine months ended March 31, 2026 and 2025, respectively.

Transactions with Directors and Officers

Directors and officers of the Company engaged in transactions through the Company for an aggregate dollar value of $3.9 million and $5.7 million during the three months ended March 31, 2026 and 2025, respectively, and $6.1 million and $8.0 million during the nine months ended March 31, 2026 and 2025, respectively.

15. FINANCING AGREEMENTS

Lines of Credit - Trading Credit Facility

On December 21, 2021, the Company entered into a three-year committed facility provided by a syndicate of financial institutions (the “Trading Credit Facility”), with a total revolving commitment of up to $350.0 million and with a termination date of December 21, 2024. As of March 31, 2026, the Trading Credit Facility has since been amended and restated to modify certain terms and conditions, including eliminating provisions whereby lenders under certain conditions could require repayment of all obligations outstanding under the Trading Credit Facility within 10 days on demand, extending the maturity date to September 30, 2027, and revising the total facility to $427.5 million. There is also an incremental revolving loan feature that is available under certain conditions up to an aggregate additional $73.0 million.

The Trading Credit Facility is secured by substantially all of the Company’s assets on a first priority basis and is guaranteed by all of the Company's subsidiaries. The Trading Credit Facility currently bears interest at the daily SOFR rate plus an applicable margin of 236 basis points. As of March 31, 2026, the interest rate on our Trading Credit Facility was approximately 6.1% and the daily SOFR rate was approximately 3.7%.

The Trading Credit Facility provides the Company with the liquidity to buy and sell billions of dollars of precious metals annually. We routinely use funds drawn under the Trading Credit Facility to purchase metals from our suppliers and for operating cash flow purposes. Our CFC subsidiary also uses the funds drawn under the Trading Credit Facility to finance certain of its lending activities.

Borrowings totaled $98.0 million and $345.0 million at March 31, 2026 and June 30, 2025, respectively. The amounts available under the respective lines of credit are determined at the end of each week and at each month end following a specified borrowing base formula. The Company is able to access additional credit as needed to finance operations, subject to the overall limits of the borrowing facilities and lender approval of the borrowing base calculation. Based on the month end borrowing bases in effect, the availability under the Trading Credit Facility, after taking into account current borrowings, totaled $329.5 million and $99.1 million as determined on March 31, 2026 and June 30, 2025, respectively. As of March 31, 2026 and June 30, 2025, the remaining unamortized balance of loan costs was approximately $2.3 million and $3.5 million, respectively.

The Trading Credit Facility contains various covenants, all of which the Company was in compliance with as of March 31, 2026.

Interest expense related to the Company’s Trading Credit Facility totaled $6.7 million and $6.4 million which represents 35.0% and 49.3% of the total interest expense recognized for the three months ended March 31, 2026 and 2025, respectively. The Trading Credit Facility carried a daily weighted-average effective interest rate (inclusive of amortization of debt issuance costs) of 7.5% and 8.7% for the three months ended March 31, 2026 and 2025, respectively.

Interest expense related to the Company’s Trading Credit Facility totaled $20.3 million and $19.3 million, which represents 42.4% and 58.0% of the total interest expense recognized for the nine months ended March 31, 2026 and 2025, respectively. The Trading Credit Facility carried a daily weighted-average effective interest rate (inclusive of amortization of debt issuance costs) of 8.1% and 8.8% for the nine months ended March 31, 2026 and 2025, respectively.

Leaseback Financing Obligation

As part of the acquisition of AMS in April 2025, the Company assumed a leaseback financing obligation related to AMS's offices in Eagan, Minnesota. The original transaction, entered into by AMS in August 2024, involved the sale of the property followed by a leaseback arrangement. Due to certain economic terms of the lease, the transaction did not qualify for sale-leaseback accounting. Under a failed sale-leaseback arrangement, the property is accounted for as property, plant, and equipment, and the lease is accounted for as a financing obligation.

The carrying amount of the leaseback financing obligation as of March 31, 2026 was $7.5 million, with a remaining term of 13 years and an effective interest rate of 8.6%. The obligation is secured by the underlying property, which had a net book value of $7.7 million as of March 31, 2026. Future minimum payments under the arrangement are as follows (in thousands):


Fiscal Year ending June 30,	Financing Payments (Undiscounted)
2026 (remainder)	$	188
2027		768
2028		787
2029		807
2030		827
Thereafter		8,612
Total future payments		11,989
Imputed interest		(6,249	)
Present value (1)	$	5,740

(1)

The difference between the carrying amount of the leaseback financing obligation and the present value of the financing payments reflects the difference between the total contractual payments required under the leaseback arrangement and the fair value of the financing obligations assumed at the acquisition date.

The Company has recorded the current portion of this obligation within accrued liabilities and the noncurrent portion within other liabilities in its condensed consolidated balance sheet, with related interest expense recognized in the consolidated statement of operations. The total interest expense incurred during the three and nine months ended March 31, 2026 was $0.2 million and $0.5 million, respectively.

Notes Payable — Related Party

See Note 14.

Liabilities on Borrowed Metals and Precious Metals Leases

The Company recorded liabilities on borrowed metals with market values totaling $916.7 million and $46.1 million as of March 31, 2026 and June 30, 2025, respectively, which were included in inventories on the condensed consolidated balance sheet.

Precious metals leases of $716.4 million and $246.5 million as of March 31, 2026 and June 30, 2025, respectively, were included in deferred revenue and other advances on the condensed consolidated balance sheet.

For the three months ended March 31, 2026 and 2025, the interest expense related to liabilities on borrowed metals and precious metals leases totaled $4.0 million and $1.4 million, which represents 20.8% and 10.9% of the total interest expense recognized by the Company, respectively. For the nine months ended March 31, 2026 and 2025, the interest expense related to liabilities on borrowed metals and precious metals leases totaled $8.8 million and $3.0 million, which represents 18.4% and 9.1% of the total interest expense recognized by the Company, respectively. The weighted-average effective interest rate related to liabilities on borrowed metals and precious metals leases was 2.8% and 3.8% as of March 31, 2026 and 2025, respectively.

Liabilities on Borrowed Metals

Liabilities may also arise from: (i) metal positions held by customers in the Company’s inventory, (ii) amounts due to suppliers for the use of their consigned inventory, and (iii) shortages in unallocated metal positions held by the Company in the supplier’s inventory, and (iv) advanced pool metals borrowed under short-term agreements using other precious metals from its inventory as collateral. Unallocated or pool metal represents an unsegregated inventory position that is due on demand, in a specified physical form, based on the total ounces of metal held in the position. Amounts due under these arrangements require delivery either in the form of precious metals or in cash.

Precious Metals Leases

The Company leases precious metals from its suppliers and customers under short-term arrangements, in which the lease terms and interest rates are established at lease inception. The Company has the ability to sell the pool metals advanced. These arrangements can be settled by repayment in similar metals or in cash.

Product Financing Arrangements

The Company has agreements with third-party financial institutions which allow the Company to transfer its gold and silver inventory at an agreed-upon price, which is based on the spot price. Such agreements allow the Company to repurchase this inventory upon demand at an agreed-upon price based on the spot price on the repurchase date. The third-party charges a monthly fee as a percentage of the market value of the outstanding obligation; such monthly charges are classified in interest expense. These transactions do not qualify as sales, and therefore have been accounted for as financing arrangements and are reflected in the condensed consolidated balance sheet as product financing arrangements. The obligation is stated at the amount required to repurchase the outstanding inventory. Both the product financing obligation and the underlying inventory (which is entirely restricted) are carried at fair value, with changes in fair value recorded as a component of cost of sales in the condensed consolidated statements of income. Such obligations totaled $609.7 million and $484.7 million as of March 31, 2026 and June 30, 2025, respectively.

For the three months ended March 31, 2026 and 2025, the interest expense related to product financing arrangements totaled $7.9 million and $4.9 million, which represents 41.4% and 37.7% of the total interest expense recognized by the Company, respectively. For the nine months ended March 31, 2026 and 2025, the interest expense related to product financing arrangements totaled $17.5 million and $10.3 million, which represents 36.6% and 30.9% of the total interest expense recognized by the Company, respectively.

16. COMMITMENTS AND CONTINGENCIES

Refer to Note 16 of the Notes to Consolidated Financial Statements in the 2025 Annual Report for information relating to employment contracts and other commitments. The Company is not aware of any material changes to commitments as summarized in the 2025 Annual Report.

Legal Matters

The Company is from time-to-time party to various lawsuits, claims and other proceedings, that arise in the ordinary course of its business.

Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, including our assessment of the merits of particular claims, we do not expect that these legal proceedings or claims will have any material adverse impact on our future consolidated financial position, results of operations, or cash flows.

In accordance with U.S. GAAP, we review the need to accrue for any loss contingency and establish a liability when, in the opinion of management, it is probable that a matter would result in a liability and the amount of loss, if any, can be reasonably estimated. We do not believe that the resolution of any currently pending lawsuits, claims and proceedings, either individually or in the aggregate, will have a material adverse effect on financial position, results of operations or liquidity. However, the outcomes of any currently pending lawsuits, claims and proceedings cannot be predicted, and therefore, there can be no assurance that this will be the case.

Additionally, we record receivables for insurance recoveries relating to litigation-related losses and expenses if and when such amounts are covered by insurance and recovery of such losses or expenses are due.

17. STOCKHOLDERS’ EQUITY

Dividends

Dividends are recorded if and when they are declared by the board of directors.

On July 3, 2025, the Company's board of directors declared a regular cash dividend of $0.20 per share of common stock to stockholders of record at the close of business on July 18, 2025. The dividend was paid on August 1, 2025 and totaled $4.9 million.

On October 28, 2025, the Company's board of directors declared a regular dividend of $0.20 per share of common stock to stockholders of record at the close of business on November 19, 2025. The dividend was paid on December 2, 2025 and totaled $4.9 million.

On February 2, 2026, the Company's board of directors declared a regular dividend of $0.20 per share of common stock to stockholders of record at the close of business on February 20, 2026. The dividend was paid on March 4, 2026 and totaled $5.7 million.

Share Repurchase Program

The Company has an ongoing share repurchase program authorizing the purchase of up to 2.0 million shares of common stock as of March 31, 2026. During April 2026, the Company's board of directors authorized an additional 1.3 million shares to be repurchased under the program. As of March 31, 2026, 678,997 shares remained authorized for repurchase under the program. During the nine months ended March 31, 2026, we did not repurchase any shares under our share repurchase program. From inception of the program through March 31, 2026, we repurchased a total of 1,321,003 shares for $37.3 million, of which 139,455 shares were repurchased from a related party (see Note 14 for further information). We are not obligated to repurchase any shares under the program, and repurchases under the program may be discontinued if management determines that additional repurchases are not warranted.

Tether Investment

In February 2026, the Company entered into a definitive agreement with TPM, S.A. de C.V. (“Tether”), whereby Tether purchased $126.4 million of the Company’s common stock. In May 2026, following the receipt of clearance under the Hart-Scott-Rodino Act, Tether purchased an additional $23.6 million of the Company’s common stock. The purchase price for the common stock was $44.50 per share. The shares purchased by Tether were subject to a 90-day resale restriction which ended May 7, 2026. The Company also entered into an investor rights agreement, under which Tether was entitled to nominate a member to the Company’s board of directors and received certain registration rights. During the three months ended March 31, 2026, the Company incurred transaction costs of $8.8 million related to the sale of common stock to Tether, resulting in net proceeds of $117.6 million.

2014 Stock Award and Incentive Plan

The Company's amended and restated 2014 Stock Award and Incentive Plan (the "2014 Plan") was approved most recently on October 27, 2022 by the Company's stockholders. As of March 31, 2026, 1,414,136 shares were available for issuance of new awards under the 2014 Plan. Under the 2014 Plan, the Company may grant stock options, restricted stock, RSUs, SARs, and other equity-based or cash incentive awards to employees, directors, and consultants. The plan permits performance-based and market-based conditions on awards. Authority to grant new awards under the plan expires on October 27, 2032.

Stock Options

The Company measures the compensation cost of stock options using the Black-Scholes option pricing model, which uses various inputs such as the market price per share of common stock and estimates that include the risk-free interest rate, volatility, expected life and dividend yield.

The Company incurred compensation expense related to stock options of $0.1 million and $0.1 million during the three months ended March 31, 2026 and 2025, respectively, and $0.3 million and $0.1 million during the nine months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there was total remaining compensation expense of $1.3 million related to employee stock options, which will be recorded over a weighted-average vesting period of approximately 2.2 years. The Company recognizes forfeitures as they occur. The following table summarizes stock option activity:


	Options			Weighted-Average Exercise Price Per Share		Aggregate Intrinsic Value (in thousands)		Weighted-Average Grant Date Fair Value Per Award (1)
Fiscal 2025
Outstanding at June 30, 2024		1,158,530		$	7.10	$	29,354	$	3.53
Grants		40,000		$	27.18	$	—	$	11.27
Exercises		(230,668	)	$	14.23	$	6,828	$	6.56
Outstanding at March 31, 2025		967,862		$	6.23	$	18,743	$	3.13
Nonvested outstanding March 31, 2025		45,000		$	28.57	$	—	$	11.70
Exercisable at March 31, 2025		922,862		$	5.14	$	18,743	$	2.70

Fiscal 2026
Outstanding at June 30, 2025		1,177,862		$	9.68	$	15,728	$	4.39
Grants		33,000		$	22.88	$	585	$	7.65
Exercises		(357,035	)	$	9.94	$	10,891	$	3.64
Forfeitures		(100,000	)	$	25.24	$	—	$	10.09
Outstanding at March 31, 2026		753,827		$	8.07	$	24,147	$	4.19
Nonvested outstanding March 31, 2026		176,333		$	24.95	$	2,685	$	10.01
Exercisable at March 31, 2026		577,494		$	2.92	$	21,462	$	2.42

(1)

The Company issued the options with an exercise price per share not less than the closing market price of common stock on the grant date.

The following table presents information related to outstanding options as of March 31, 2026:


Exercise Price Ranges				Options Outstanding						Options Exercisable
From		To		Number of Underlying Shares		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price		Number of Underlying Shares		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price
$	—	$	2.50		437,294		3.65	$	1.61		437,294		3.65	$	1.61
$	2.51	$	5.00		99,200		2.40	$	3.51		99,200		2.40	$	3.51
$	5.01	$	20.00		36,000		4.29	$	13.81		36,000		4.29	$	13.81
$	20.01	$	30.00		178,333		9.05	$	24.66		5,000		8.92	$	27.18
$	30.01	$	60.00		3,000		9.97	$	46.01		—		—	$	—
					753,827		4.82	$	8.07		577,494		3.52	$	2.92

Restricted Stock Units

RSUs granted by the Company are not transferable and automatically convert to shares of common stock on a one-for-one basis as the awards vest or at a specified date after vesting. RSUs granted to a non-U.S. citizen are referred to as "deferred stock units" or "DSUs". The Company measures the compensation cost of RSUs based on the closing price of the underlying shares at the grant date. The Company recognizes forfeitures as they occur.

The Company incurred compensation expense related to RSUs of $0.4 million and $0.3 million during the three months ended March 31, 2026 and 2025, and $1.0 million and $0.9 million during the nine months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there was $1.5 million of remaining compensation expense related to RSUs, which will be recorded over a weighted-average vesting period of approximately 1.7 years. The following table summarizes RSU activity:


	Awards Outstanding			Weighted-Average Fair Value per Unit at Grant Date
Fiscal 2025
Nonvested outstanding at June 30, 2024		61,317		$	30.61
Granted		16,056		$	29.92
Vested & delivered		(5,407	)	$	25.77
Vested & deferred (1)		(14,118	)	$	25.90
Nonvested outstanding at March 31, 2025		57,848		$	32.11
Vested but subject to deferred settlement at March 31, 2025 (1)		56,065		$	26.02
Outstanding at March 31, 2025		113,913		$	29.11
Fiscal 2026
Nonvested outstanding at June 30, 2025		82,690		$	26.59
Granted		32,086		$	26.58
Vested & delivered		(7,316	)	$	28.42
Vested & deferred (1)		(11,903	)	$	29.25
Nonvested outstanding at March 31, 2026		95,557		$	26.08
Vested but subject to deferred settlement at March 31, 2026 (1)		57,742		$	31.90
Outstanding at March 31, 2026 (2)		153,299		$	28.27

(1)

Certain RSU holders elected to defer settlement of the RSUs to a specified date. The DSU holder is contractually obligated to defer settlement of the DSUs to a specified date following the holder’s termination of service.

(2)

Includes 3,133 RSUs that vest based on continuous employment and achievement of non-market performance goals through June 30, 2026.

Cash Incentive Bonus Award

Effective in the first quarter of fiscal 2024, the Company granted its chief executive officer a cash incentive bonus payable at the end of the fiscal 2024–2027 term, based on two percent of total stockholder return, net of salary and annual bonuses. The award is valued using a Black-Scholes model. The grant date fair value of this liability award was $5.7 million. The fair value of this liability award was $3.6 million as of March 31, 2026 resulting from the following assumptions: a performance bonus estimate of $2.0 million to be paid over the four-year term, a risk-free rate of 3.7%, and an equity volatility of 55.0%.

Compensation expense is recognized on a straight-line basis over the performance period, with the amount recognized fluctuating due to remeasurement of fair value at the end of each reporting period. The Company recognized compensation expense (income) related to this cash incentive bonus award of $1.1 million and $0.0 million during the three months ended March 31, 2026 and 2025, respectively, and $2.0 million and ($0.2 million) during the nine months ended March 31, 2026 and 2025, respectively.

18. CUSTOMER AND SUPPLIER CONCENTRATIONS

Customer Concentrations

The following customers provided 10 percent or more of the Company's revenues (in thousands):


	Three Months Ended March 31,										Nine Months Ended March 31,
	2026					2025					2026					2025
	Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent
Total revenue	$	10,350,729		100.0	%	$	3,009,125		100.0	%	$	20,508,395		100.0	%	$	8,466,566		100.0	%
Customer concentrations
Deutsche Bank (1)		2,926,385		28.3	%		294,197		9.8	%		4,713,771		23.0	%		455,804		5.4	%
HSBC Bank (1)		436,274		4.2	%		763,247		25.4	%		2,242,710		10.9	%		1,764,689		20.8	%
	$	3,362,659		32.5	%	$	1,057,444		35.1	%	$	6,956,481		33.9	%	$	2,220,493		26.2	%

(1)

Sales with this trading partner include sales on forward contracts that are entered into for hedging purposes rather than sales characterized with the physical delivery of precious metal product. This sales activity has been reported within the Wholesale Sales & Ancillary Services segment.

No single customer provided 10 percent or more of the Company's accounts receivable or secured loans receivable balances as of March 31, 2026.

Supplier Concentrations

The Company buys precious metals from a variety of sources, including through brokers and dealers, from sovereign and private mints, from refiners and directly from customers. The Company believes that no one supplier or small group of suppliers is critical to its business, since other sources of supply are available that provide similar products on comparable terms.

19. SEGMENTS AND GEOGRAPHIC INFORMATION

The Company identifies its reportable segments based on a management approach as described in Topic 280 Segment Reporting, together with additional factors such as nature of products or services, customer types, and certain economic characteristics of the underlying business. Our Chief Operating Decision Maker ("CODM") is our CEO, Gregory Roberts. Our CODM uses segment net income or loss before provision for income taxes to allocate resources to our segments in our annual planning process and to assess the performance of our segments, primarily by monitoring actual results versus the annual plan. Our operating segments are not evaluated using asset information.

The Company's operations are organized under three business segments (i) Wholesale Sales & Ancillary Services, (ii) Direct-to-Consumer, and (iii) Secured Lending. The Wholesale Sales & Ancillary Services segment includes the consolidating eliminations of inter-segment transactions and unallocated segment adjustments. See Note 1 for a description of the types of products and services from which each reportable segment derives its revenues.

Revenue


in thousands	Three Months Ended March 31,								Nine Months Ended March 31,
	2026				2025				2026				2025
Revenue by segment (1)
Wholesale Sales & Ancillary Services	$	9,335,188			$	2,800,749			$	18,891,208			$	7,986,668
Eliminations of inter-segment sales		(1,543,173	)			(365,713	)			(3,394,356	)			(1,151,303	)
Wholesale Sales & Ancillary Services, net of eliminations (2)		7,792,015				2,435,036				15,496,852				6,835,365
Direct-to-Consumer		2,558,714		(a)		574,089		(b)		5,011,543		(c)		1,631,201		(d)
	$	10,350,729			$	3,009,125			$	20,508,395			$	8,466,566

(1)

The Secured Lending segment earns interest income from its lending activity and earns no revenue from the sales of precious metals. Therefore, no amounts are shown for the Secured Lending segment in the above table.

(2)

The eliminations of inter-segment sales are reflected in the Wholesale Sales & Ancillary Services segment.

(a)

Includes $77.7 million of inter-segment sales from the Direct-to-Consumer segment to the Wholesale Sales & Ancillary Services segment.

(b)

Includes $55.1 million of inter-segment sales from the Direct-to-Consumer segment to the Wholesale Sales & Ancillary Services segment.

(c)

Includes $163.7 million of inter-segment sales from the Direct-to-Consumer segment to the Wholesale Sales & Ancillary Services segment.

(d)

Includes $122.2 million of inter-segment sales from the Direct-to-Consumer segment to the Wholesale Sales & Ancillary Services segment.


in thousands	Three Months Ended March 31,				Nine Months Ended March 31,
	2026		2025		2026		2025
Revenue by geographic region
United States	$	1,426,134	$	874,305	$	4,434,041	$	2,987,742
Europe		6,903,915		1,571,513		12,166,735		3,942,741
Canada		1,652,873		510,116		3,255,495		1,383,080
Asia Pacific		326,526		48,945		588,789		142,525
Africa		113		125		192		128
Australia		41,166		4,119		62,927		10,338
South America		2		2		216		12
	$	10,350,729	$	3,009,125	$	20,508,395	$	8,466,566

Cost of Sales


in thousands	Three Months Ended March 31,						Nine Months Ended March 31,
	2026			2025			2026			2025
Cost of sales by segment(1)
Wholesale Sales & Ancillary Services	$	9,279,651		$	2,783,811		$	18,792,622		$	7,930,118
Eliminations and adjustments		(1,546,431	)		(364,627	)		(3,397,627	)		(1,150,329	)
Wholesale Sales & Ancillary Services, net of eliminations and adjustments		7,733,220			2,419,184			15,394,995			6,779,789
Direct-to-Consumer, net of eliminations		2,440,929			548,924			4,770,553			1,557,550
	$	10,174,149		$	2,968,108		$	20,165,548		$	8,337,339

(1)

The Secured Lending segment earns interest income from its lending activity and has no cost of sales of precious metals. Therefore, no amounts are shown for the Secured Lending segment in the above table.

Gross Profit and Gross Margin Percentage


in thousands	Three Months Ended March 31,						Nine Months Ended March 31,
	2026			2025			2026			2025
Gross profit by segment(1)
Wholesale Sales & Ancillary Services	$	55,537		$	16,938		$	98,586		$	56,550
Eliminations and adjustments		3,258			(1,086	)		3,271			(974	)
Wholesale Sales & Ancillary Services, net of eliminations and adjustments		58,795			15,852			101,857			55,576
Direct-to-Consumer, net of eliminations		117,785			25,165			240,990			73,651
	$	176,580		$	41,017		$	342,847		$	129,227
Gross margin percentage by segment
Wholesale Sales & Ancillary Services		0.595	%		0.605	%		0.522	%		0.708	%
Wholesale Sales & Ancillary Services, net of eliminations and adjustments		0.755	%		0.651	%		0.657	%		0.813	%
Direct-to-Consumer		4.603	%		4.383	%		4.809	%		4.515	%
Consolidated gross margin percentage		1.706	%		1.363	%		1.672	%		1.526	%

(1)

The Secured Lending segment earns interest income from its lending activity and earns no gross profit from the sales of precious metals. Therefore, no amounts are shown for the Secured Lending segment in the above table.

Operating Income and (Expenses)


in thousands	Three Months Ended March 31,						Nine Months Ended March 31,
	2026			2025			2026			2025
Operating income (expenses) by segment
Wholesale Sales & Ancillary Services	$	(39,404	)	$	(31,713	)	$	(104,402	)	$	(66,601	)
Eliminations		(134	)		(195	)		(300	)		(287	)
Wholesale Sales & Ancillary Services, net of eliminations	$	(39,538	)	$	(31,908	)	$	(104,702	)	$	(66,888	)

Wholesale Sales & Ancillary Services, net of eliminations
Selling, general, and administrative expenses	$	(29,658	)	$	(17,425	)	$	(72,996	)	$	(41,567	)
Depreciation and amortization expense		(1,640	)		(1,084	)		(4,888	)		(2,692	)
Interest income		3,219			4,081			9,224			12,220
Interest expense		(13,414	)		(11,041	)		(38,397	)		(26,596	)
Earnings (losses) from equity method investments		2,197			(264	)		2,221			(2,172	)
Other income, net		49			1,137			68			1,072
Remeasurement loss on pre-existing equity interests		—			(7,043	)		—			(7,043	)
Unrealized (losses) gains on foreign exchange		(291	)		(269	)		66			(110	)
	$	(39,538	)	$	(31,908	)	$	(104,702	)	$	(66,888	)
Direct-to-Consumer
Selling, general, and administrative expenses	$	(48,045	)	$	(15,717	)	$	(123,681	)	$	(43,366	)
Depreciation and amortization expense		(7,776	)		(3,912	)		(19,749	)		(11,648	)
Interest income		437			27			493			123
Interest expense		(4,056	)		(532	)		(5,073	)		(1,713	)
Other income, net		4,572			—			7,036			—
Unrealized (losses) gains on foreign exchange		(1,748	)		36			(3,170	)		(785	)
	$	(56,616	)	$	(20,098	)	$	(144,144	)	$	(57,389	)
Secured Lending
Selling, general, and administrative expenses	$	(332	)	$	(262	)	$	(964	)	$	(842	)
Depreciation and amortization expense		—			—			—			(4	)
Interest income		3,161			2,614			8,460			8,260
Interest expense		(1,560	)		(1,378	)		(4,413	)		(4,992	)
Earnings from equity method investments		56			42			133			118
Other income, net		2			34			2			760
	$	1,327		$	1,050		$	3,218		$	3,300

Net Income (Loss) Before Provision for Income Taxes


in thousands	Three Months Ended March 31,					Nine Months Ended March 31,
	2026		2025			2026			2025
Net income (loss) before provision for income taxes by segment
Wholesale Sales & Ancillary Services	$	19,257	$	(16,056	)	$	(2,845	)	$	(11,312	)
Direct-to-Consumer		61,169		5,067			96,846			16,262
Secured Lending		1,327		1,050			3,218			3,300
	$	81,753	$	(9,939	)	$	97,219		$	8,250

Advertising Expense


in thousands	Three Months Ended March 31,						Nine Months Ended March 31,
	2026			2025			2026			2025
Advertising expense by segment
Wholesale Sales & Ancillary Services	$	(2,005	)	$	(1,434	)	$	(5,606	)	$	(2,580	)
Direct-to-Consumer		(10,642	)		(3,571	)		(26,305	)		(11,692	)
Secured Lending		(46	)		(55	)		(160	)		(180	)
	$	(12,693	)	$	(5,060	)	$	(32,071	)	$	(14,452	)

Capital Expenditures for Long-Lived Assets


in thousands	Three Months Ended March 31,						Nine Months Ended March 31,
	2026			2025			2026			2025
Capital expenditures for long-lived assets by segment
Wholesale Sales & Ancillary Services	$	(2,446	)	$	(2,363	)	$	(6,924	)	$	(6,475	)
Direct-to-Consumer		(790	)		(109	)		(2,284	)		(405	)
	$	(3,236	)	$	(2,472	)	$	(9,208	)	$	(6,880	)

Inventories


in thousands
	March 31, 2026		June 30, 2025
Inventories by segment
Wholesale Sales & Ancillary Services	$	1,366,796	$	1,049,200
Direct-to-Consumer		1,399,765		230,345
	$	2,766,561	$	1,279,545


in thousands
	March 31, 2026		June 30, 2025
Inventories by geographic region
United States	$	2,527,872	$	1,150,678
Canada		121,867		52,225
Europe		43,416		32,987
Asia		73,406		43,655
	$	2,766,561	$	1,279,545

Total Assets


in thousands
	March 31, 2026			June 30, 2025
Total assets by segment
Wholesale Sales & Ancillary Services (1)	$	2,267,998		$	1,485,370
Eliminations		(308,541	)		(

Form: 10-Q

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