Form 8-K

8-K — LM FUNDING AMERICA, INC.

Accession: 0001193125-26-225325

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001640384

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — lmfa-20260515.htm (Primary)

EX-99.1 (lmfa-ex99_1.htm)

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8-K

8-K (Primary)

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8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2026

LM FUNDING AMERICA, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-37605

47-3844457

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1200 West Platt Street

Suite 100

Tampa, Florida

33606

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 813 222-8996

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock par value $0.001 per share

LMFA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 15, 2026, LM Funding America, Inc. (the “Company”) issued a press release announcing its financial results for the Three Months ended March 31, 2026.

The information furnished in this Item 2.02, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that Section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit

Number

Description

99.1

Financial Results Press Release dated May 15, 2026

104

Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LM Funding America, Inc.

Date:

May 15, 2026

By:

/s/ Richard Russell

Richard Russell, CFO

EX-99.1

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EX-99.1

LM Funding America, Inc. Reports First Quarter 2026 Financial Results

- Highest energized hashrate in Company history of approximately 790 PH/s reached in March 2026

- Highest monthly Bitcoin production in Company history of 9.6 BTC produced in March 2026

TAMPA, FL, May 15, 2026—LM Funding America, Inc. (NASDAQ: LMFA) (“LM Funding” or the “Company”), a Bitcoin treasury and mining company, today reported financial results for the three months ended March 31, 2026.

Q1’26 Financial Highlights

•

Total revenue for the quarter was $2.1 million, down 10.9% sequentially and 11.1% year-over-year. The sequential decrease reflects lower average Bitcoin prices.

•

The Company mined 26.1 Bitcoin during the first quarter at an average price of approximately $75,700, compared to 22.0 Bitcoin in Q4 2025 at an average Bitcoin value of approximately $99,700 and 24.3 Bitcoin in Q1 2025 at an average Bitcoin value of approximately $93,600. The increase in Bitcoin mined was due to higher energized hashrate in Q1 2026 as compared to prior periods.

•

Mining margin for the current quarter was 24.1% compared to a margin of 38.5% in Q1 2025. The Company generated approximately $368,000 in curtailment and energy sales for the 2026 quarter as compared to $150,000 in Q1 2025. Mining margin is calculated as digital mining revenues minus digital mining cost of revenues net of curtailment and energy sales.

•

The Company incurred a $3.8 million negative fair market value adjustment on mined digital assets due to Bitcoin price at approximately $68,300 on March 31, 2026 as compared to approximately $82,500 on March 31, 2025. The Company also incurred a $3.2 million negative fair market value adjustment on Bitcoin collateral receivable in Q1 2026.

•

Net loss for the first quarter of 2026 was approximately $10.1 million, and Core EBITDA2 loss was approximately $8.4 million, compared with Q1 2025 net loss of $5.4 million and Core EBITDA loss of $2.8 million with the change being driven primarily by non-cash loss on fair value of Bitcoin.

•

As of March 31, 2026, cash was approximately $0.8 million, and Bitcoin holdings totaled 338.2 Bitcoin, which includes 174 Bitcoin held by Galaxy Digital in a Digital assets receivable account. The total of the holdings was valued at approximately $23.1 million, based on a Bitcoin price of approximately $68,300 as of March 31, 2026.

•

As of April 30, 2026, the Company’s 334.0 Bitcoin holdings (inclusive of Galaxy holdings) were valued at approximately $25.3 million, based on a Bitcoin price of approximately $75,800 as of April 30, 2026, or $1.18 Bitcoin per share.1

1 Bitcoin per share calculated using 21,530,281 diluted shares outstanding as of April 30, 2026 which includes 17,352,281 shares outstanding and 4,178,000 warrants with an exercise price of $0.001 per share as of April 30, 2026.

2 Core EBITDA is a non-GAAP financial measure, and a reconciliation of Core EBITDA to net income can be found below.

Q1’26 and Recent Operational Highlights

•

Record energized hashrate: Reached approximately 790 PH/s of energized hashrate in March 2026, the highest level in the Company's history, driven by the late-February deployment of approximately 300 Bitmain S19 XP miners and the January energization of the second BC40 Elite immersion-cooled unit at Oklahoma. March 2026 also represented the highest monthly Bitcoin production in the Company's history at 9.6 Bitcoin.

Management Commentary

"The first quarter reflected strong operating performance in a softer Bitcoin price environment," said Bruce Rodgers, Chairman and Chief Executive Officer of LM Funding. "We increased production, reached record hashrate, and maintained margins from the fourth quarter 2025, while remaining focused on our Bitcoin mining and treasury strategy. Our priority is execution and closing the gap between our public valuation and the underlying value of our Bitcoin holdings and platform.”

"The first quarter was the first full period during which our expanded fleet operated at scale across both wholly-owned sites," said Ryan Duran, President of U.S. Digital Mining. "We produced 26.1 Bitcoin across Oklahoma and Mississippi, energized our second BC40 Elite immersion-cooled unit at Oklahoma in January, and deployed approximately 300 Bitmain S19 XP miners at Oklahoma in late February — driving energized hashrate to approximately 790 PH/s in March, the highest in the Company's history. With ASIC efficiency gains compressing across recent generations, we believe our deployed S19 XP, S21, and S21 immersion fleet will retain its competitive position in the network meaningfully longer than equivalent hardware would have in prior cycles."

"First quarter revenue declined approximately 11% year-over-year to $2.1 million, primarily reflecting a lower average realized Bitcoin price, partially offset by a 19% sequential increase in Bitcoin production," said Richard Russell, Chief Financial Officer of LM Funding. "Mining margin held at approximately 24%, in line with the 25% fourth quarter 2025 mining margin, supported by approximately $368,000 of curtailment and energy sales. The reported net loss of $10.1 million and Core EBITDA2 loss of $8.4 million were driven primarily by approximately $7.0 million of non-cash Bitcoin fair value adjustments and ongoing operating costs of the expanded platform. We extended the Galaxy Digital facility maturity to June 26, 2026 during the quarter and ended the period with $41.8 million of total assets, a 338.2 Bitcoin treasury, and $22.7 million of total liabilities — a balance sheet that we believe is positioned to support continued operating execution and selective accretive growth."

Investor Conference Call

LM Funding America, Inc. (Nasdaq: LMFA) operates as a Bitcoin treasury and mining company. The Company was founded in 2008 and is based in Tampa, Florida. The Company also operates a technology-enabled specialty finance business that provides funding to nonprofit community associations primarily in the State of Florida. For more information, please visit https://www.lmfunding.com.

Conference Call Details

•

Date: May 15, 2026

•

Time: 8:30 AM EST

•

Participant Call Links:

Live Webcast: Link

Participant Call Registration: Link

Forward-Looking Statements

This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Some of these risks and uncertainties are identified in the Company's most recent Annual Report on Form 10-K and its other filings with the SEC, which are available at www.sec.gov. These risks and uncertainties include, without limitation, the risks of volatility in the market price of Bitcoin, operating in the cryptocurrency mining business, our limited operating history in the cryptocurrency mining business and our ability to grow that business, the capacity of our Bitcoin mining machines and our related ability to purchase power at reasonable prices, our ability to identify and acquire additional mining sites, the ability to finance our site acquisitions and cryptocurrency mining operations, the risks associated with growing our Bitcoin treasury operations and strategy, our ability to acquire new accounts in our specialty finance business at appropriate prices, changes in governmental regulations that affect our ability to collect sufficient amounts on defaulted consumer receivables, changes in the credit or capital markets, changes in interest rates, and negative press regarding the debt collection industry. The occurrence of any of these risks and uncertainties could have a material adverse effect on our business, financial condition, and results of operations.

For investor and media inquiries, please contact:

Investor Relations

OG Advisory Group

Yujia Zhai

lmfundingIR@orangegroupadvisors.com

LM FUNDING AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

March 31,

December 31,

2026

(unaudited)

2025

Assets

Cash

$ 801,201

$ 1,424,426

Marketable securities (Note 5)

35,000

37,380

Prepaid expenses and other assets

1,087,163

1,198,486

Finance receivables

14,020

17,533

Digital assets - current (Note 2)

3,514,903

2,563,474

Digital assets - collateral (Note 2)

5,500,000

Digital assets receivable, net (Note 2)

11,880,544

12,678,014

Galaxy loan derivative asset (Note 6)

47,673

Income tax receivable

31,187

Current assets

22,832,831

23,498,173

Fixed assets, net (Note 3)

9,362,777

9,917,350

Intangible assets, net (Note 3)

6,261,980

6,327,769

Deposits on mining equipment (Note 4)

1,597

Investment in Seastar Medical Holding Corporation

39,097

25,073

Digital assets - long-term (Note 2)

8,233,035

Digital assets - collateral (Note 2)

2,200,000

Right of use assets (Note 7)

671,434

728,995

Other assets

384,234

Long-term assets

18,919,522

27,818,053

Total assets

$ 41,752,353

$ 51,316,226

Liabilities and stockholders’ equity

Accounts payable and accrued expenses

1,975,726

1,745,875

Note payable - short-term (Note 6)

6,797,473

7,006,912

Master digital currency loan (Note 6)

10,891,657

10,920,838

Due to related parties (Note 9)

64,857

48,319

Galaxy loan derivative liability (Note 6)

213,793

Current portion of lease liability (Note 7)

198,524

194,618

Total current liabilities

20,142,030

19,916,562

Note payable - long-term (Note 6)

1,942,627

1,932,502

Lease liability - net of current portion (Note 7)

575,123

590,368

Long-term liabilities

2,517,750

2,522,870

Total liabilities

22,659,780

22,439,432

Stockholders’ equity (Note 8)

Preferred stock, par value $.001; 150,000,000 shares authorized; no shares issued and outstanding as of March 31, 2026 and December 31, 2025

Common stock, par value $.001; 350,000,000 shares authorized; 16,157,892 and 14,123,497 shares issued and outstanding as of March 31, 2026 and December 31, 2025

15,626

13,592

Additional paid-in capital

123,516,208

123,186,921

Accumulated deficit

(102,702,142)

(92,582,928)

Total LM Funding America stockholders’ equity

20,829,692

30,617,585

Non-controlling interest

(1,737,119)

(1,740,791)

Total stockholders’ equity

19,092,573

28,876,794

Total liabilities and stockholders’ equity

$ 41,752,353

$ 51,316,226

LM FUNDING AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

Three Months ended March 31,

2026

2025

Revenues:

Digital mining revenues

$ 1,978,180

$ 2,273,940

Specialty finance revenue

107,657

67,389

Rental revenue

23,130

30,008

Total revenues

2,108,967

2,371,337

Operating costs and expenses:

Digital mining cost of revenues (exclusive of depreciation and amortization shown below)

1,868,344

1,548,295

Curtailment and energy sales

(367,595)

(149,686)

Staff costs and payroll

1,317,275

1,050,477

Depreciation and amortization

829,828

2,037,578

Loss on fair value of Bitcoin, net

3,784,418

1,809,976

Professional fees

345,694

364,485

Selling, general and administrative

376,428

309,964

Real estate management and disposal

13,375

36,314

Collection costs

12,380

17,352

Settlement costs with associations

3,693

Loss on disposal of assets

186,781

Other operating costs

361,095

255,948

Total operating costs and expenses

8,541,242

7,471,177

Operating loss

(6,432,275)

(5,099,840)

Unrealized loss on marketable securities

(2,380)

(8,710)

Unrealized gain (loss) on investment and equity securities

14,024

(25,984)

Gain on Galaxy loan derivative

22,374

Loss on fair value of purchased Bitcoin, net

(52,704)

Loss on fair value of digital assets receivable

(3,178,440)

Change in credit loss reserve on digital assets receivable

5,794

Interest expense

(545,171)

(220,906)

Interest income

532

1,145

Loss before income taxes

(10,115,542)

(5,406,999)

Income tax expense

Net loss

$ (10,115,542)

$ (5,406,999)

Less: loss (gain) attributable to non-controlling interest

(3,672)

8,325

Net loss attributable to LM Funding America Inc.

$ (10,119,214)

$ (5,398,674)

Basic loss per common share (Note 1)

$ (0.47)

$ (1.05)

Diluted loss per common share (Note 1)

$ (0.47)

$ (1.05)

Weighted average number of common shares outstanding

Basic

$ 21,455,856

$ 5,133,412

Diluted

21,455,856

5,133,412

LM FUNDING AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Three Months ended March 31,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$ (10,115,542)

$ (5,406,999)

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation and amortization

829,828

2,037,578

Noncash lease expense

57,561

50,592

Amortization of debt issue costs and debt discount

286,045

21,264

Stock option expense

331,149

110,805

Accrued interest expense on finance lease

12,957

14,710

Loss on fair value of Bitcoin, net

3,784,418

1,862,680

Loss on fair value of digital assets receivable

3,178,440

Unrealized loss on marketable securities

2,380

8,710

Gain on Galaxy loan derivative

(22,374)

Change in credit loss reserve on digital assets receivable

(5,794)

Unrealized loss (gain) on investment and equity securities

(14,024)

25,984

Loss on disposal of fixed assets

186,781

Write-off of income tax receivable

31,187

Change in operating assets and liabilities:

Prepaid expenses and other assets

111,323

96,526

Advances to related party

16,538

21,368

Accounts payable and accrued expenses

229,851

370,328

Mining of digital assets

(1,978,180)

(2,273,940)

Lease liability payments

(24,296)

(25,395)

Net cash used in operating activities

(3,288,533)

(2,899,008)

CASH FLOWS FROM INVESTING ACTIVITIES:

Net collections of finance receivables - original product

4,602

458

Net investment in finance receivables - special product

(1,089)

(1,317)

Capital expenditures

(207,869)

(170,073)

Collection of note receivable

200,000

Investment in digital assets - Tether

(3,198)

(31,420)

Proceeds from sale of Bitcoin

3,100,216

1,204,680

Proceeds from the sale of Tether

3,174

27,964

Change in deposits for mining equipment

(480,176)

Distribution to members

(1,015)

Net cash provided by investing activities

2,895,836

749,101

CASH FLOWS FROM FINANCING ACTIVITIES:

Insurance financing repayments

(230,700)

(193,090)

Proceeds from warrant exercise, net of issuance costs

172

Issuance costs

(6,285)

Net cash used in financing activities

(230,528)

(199,375)

NET DECREASE IN CASH

(623,225)

(2,349,282)

CASH - BEGINNING OF PERIOD

1,424,426

3,378,152

CASH - END OF PERIOD

$ 801,201

$ 1,028,870

SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES

Insurance financing

$ -

$ 168,324

Recognition of Galaxy loan derivative

$ 237,487

$ -

Digital assets transferred to digital assets receivable, net

$ 2,375,176

$ -

SUPPLEMENTAL DISCLOSURES OF CASHFLOW INFORMATION

Cash paid for taxes

$ -

Cash paid for interest

$ 210,029

$ 184,932

NON-GAAP CORE EBITDA RECONCILIATION

Our reported results are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). We also disclose Earnings before Interest, Tax, Depreciation and Amortization ("EBITDA") and Core Earnings before Interest, Tax, Depreciation and Amortization ("Core EBITDA") which adjusts for unrealized loss (gain) on investment and equity securities, loss on disposal of mining equipment, impairment loss on mining equipment and stock compensation expense and option expense, all of which are non-GAAP financial measures. We believe these non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of Bitcoin miners.

The following tables reconcile net income (loss), which we believe is the most comparable GAAP measure, to EBITDA and Core EBITDA:

Three Months ended March 31,

2026

2025

Net loss

$ (10,115,542)

$ (5,406,999)

Income tax expense

Interest expense

545,171

220,906

Depreciation and amortization

829,828

2,037,578

Loss before interest, taxes & depreciation

$ (8,740,543)

$ (3,148,515)

Unrealized loss (gain) on investment and equity securities

(14,024)

25,984

Loss on disposal of mining equipment

186,781

Stock compensation and option expense

331,149

110,805

Core loss before interest, taxes & depreciation

$ (8,423,418)

$ (2,824,945)

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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