1847 Holdings Navigates Acquisition Strategy Amidst Trading Suspension

TL;DR

**LBRA is a high-risk bet on small business M&A, but the trading suspension and tiny market cap make it a speculative play for only the boldest investors.**

AI Summary

1847 Holdings LLC (LBRA) reported for the fiscal year ended December 31, 2025, as an acquisition holding company focused on small businesses with enterprise values under $50 million. The company aims to acquire controlling interests in businesses with positive and stable earnings and cash flows, facing minimal technological obsolescence. LBRA's strategy involves limiting third-party acquisition leverage, with debt not exceeding the market value of acquired assets and a debt to EBITDA ratio not exceeding 1.25x to 1 for operating subsidiaries. The company plans to grow businesses organically and through add-on acquisitions, targeting multiples ranging from three to six times EBITDA. As of June 30, 2025, the aggregate market value of common shares held by non-affiliates was approximately $2.3 million, based on the last closing price before trading suspension on April 3, 2025. The company had 65,293,659 common shares issued and outstanding as of March 26, 2026.

Why It Matters

1847 Holdings' strategy to acquire and manage small businesses in fragmented markets could offer unique growth opportunities for investors, potentially yielding attractive returns if executed effectively. However, the suspension of trading on NYSE American on April 3, 2025, and the low market value of non-affiliate shares at $2.3 million, signal significant liquidity and valuation concerns. This situation impacts investor confidence and limits capital access, potentially hindering the company's ability to fund future acquisitions and compete effectively against larger, more liquid private equity firms in the small business M&A space.

Risk Assessment

Risk Level: high — The risk level is high due to the suspension of trading of common shares on NYSE American on April 3, 2025, and the aggregate market value of non-affiliate shares being only approximately $2.3 million as of June 30, 2025. This indicates severe liquidity issues and potential delisting, significantly impacting investor access and valuation.

Analyst Insight

Investors should exercise extreme caution and thoroughly investigate the reasons behind the trading suspension and the company's financial health. Given the high risk and liquidity concerns, it would be prudent for most investors to avoid LBRA until there is clear resolution regarding its trading status and a significant improvement in its financial transparency and market capitalization.

Key Numbers

• $2.3M — Market Value of Non-Affiliate Shares (This low value, as of June 30, 2025, indicates significant liquidity and valuation concerns, especially after the trading suspension on April 3, 2025.)
• 65.3M — Common Shares Outstanding (As of March 26, 2026, this large number of shares combined with a low market value per share suggests a very low stock price.)
• $50M — Target Enterprise Value (This is the maximum enterprise value for small businesses 1847 Holdings aims to acquire, defining its market focus.)
• 1.25x — Max Debt to EBITDA Ratio (This is the self-imposed limit for operating subsidiaries, indicating a conservative leverage strategy.)
• 3-6x — Acquisition Multiples (The expected EBITDA multiples for acquiring small businesses, highlighting the company's valuation strategy.)

Key Players & Entities

• 1847 Holdings LLC (company) — registrant
• NYSE American (regulator) — stock exchange where trading was suspended
• 1847 Partners LLC (company) — our manager
• $50 million (dollar_amount) — maximum enterprise value for target small businesses
• $2.3 million (dollar_amount) — aggregate market value of common shares held by non-affiliates as of June 30, 2025
• April 3, 2025 (date) — date of trading suspension on NYSE American
• December 31, 2025 (date) — fiscal year ended
• March 26, 2026 (date) — date for outstanding common shares count
• 65,293,659 (dollar_amount) — total common shares issued and outstanding
• 1.25x to 1 (dollar_amount) — maximum debt to EBITDA ratio for operating subsidiaries

FAQ

Risk Factors

• Limited Public Float and Trading Suspension [high — financial]: The aggregate market value of common shares held by non-affiliates was approximately $2.3 million as of June 30, 2025. This low valuation, coupled with the trading suspension on April 3, 2025, raises significant concerns about the company's liquidity and market perception.
• High Number of Shares Outstanding [medium — financial]: As of March 26, 2026, 1847 Holdings LLC had 65,293,659 common shares issued and outstanding. This large share count, in conjunction with the low market value of non-affiliate shares, suggests a very low stock price and potential dilution concerns for existing shareholders.
• Integration and Management of Acquired Businesses [medium — operational]: The company's strategy relies heavily on its ability to effectively integrate and operate acquired small businesses. Failure to do so could hinder organic growth, operational improvements, and the overall success of the acquisition strategy.
• Dependence on Acquisition Financing [medium — financial]: While the company aims to limit third-party acquisition leverage, its growth strategy is dependent on its ability to identify and acquire businesses at attractive multiples (3-6x EBITDA). Access to capital and favorable financing terms are crucial for executing this strategy.
• Fragmented Small Business Market Competition [low — market]: The company operates in a highly fragmented market for small businesses (enterprise value < $50 million). While this offers opportunities, it also implies competition from numerous other acquirers, potentially driving up acquisition prices.
• Regulatory Environment of Subsidiaries [medium — regulatory]: The company's subsidiaries operate in various industries, each with its own regulatory landscape. Changes in these regulations or non-compliance could adversely affect the performance and profitability of these businesses.

Industry Context

1847 Holdings LLC operates as an acquisition holding company targeting small businesses with enterprise values under $50 million. This segment of the market is characterized by fragmentation, potentially fewer acquirers, and less readily available third-party financing, which can lead to attractive acquisition multiples. The company aims to acquire businesses with stable earnings, minimal technological obsolescence, and strong management teams.

Regulatory Implications

The company's subsidiaries operate across various industries, each subject to its own regulatory framework. Changes in these regulations or potential non-compliance by any subsidiary could lead to fines, operational disruptions, and negatively impact the company's financial performance. The company's forward-looking statements also mention the 'regulatory environment in which our businesses operate under' as a potential risk.

What Investors Should Do

1. Monitor for resolution of trading suspension.
2. Scrutinize acquisition strategy execution.
3. Assess the impact of the large share count on per-share value.
4. Evaluate the financial health and operational performance of acquired subsidiaries.

Key Dates

• 2025-04-03: Trading Suspension — This event led to a significant decline in the market value of the company's shares and raises concerns about liquidity and investor confidence.

Glossary

Enterprise Value

The total value of a company, including its market capitalization, debt, and preferred stock, minus any cash and cash equivalents. (1847 Holdings LLC targets businesses with an enterprise value of less than $50 million, defining its acquisition focus.)

EBITDA

Earnings Before Interest, Taxes, Depreciation, and Amortization. A measure of a company's operating performance. (Used by 1847 Holdings LLC to assess acquisition targets and set leverage limits (max debt to EBITDA of 1.25x for subsidiaries) and acquisition multiples (3-6x EBITDA).)

Acquisition Holding Company

A company whose primary business is to acquire and manage other companies. (This is the core business model of 1847 Holdings LLC, focused on acquiring and growing small businesses.)

Non-affiliate Shares

Shares of a company held by investors who are not considered insiders or affiliated with the company's management or board. (The low market value of these shares ($2.3 million as of June 30, 2025) is a key indicator of the company's current market valuation and liquidity issues.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and new risks, is not available in the provided text excerpt. The excerpt focuses on the business overview, risk factors, and introductory notes for the fiscal year ending December 31, 2025.

Key Financial Figures

• $50 m — t have an enterprise value of less than $50 million, in a variety of different indust
• $50 million — t have an enterprise value of less than $50 million. We believe that the merger and acquisi

Filing Documents

• ea0282883-10k_1847hold.htm (10-K) — 2958KB
• ea028288301ex4-1.htm (EX-4.1) — 105KB
• ea028288301ex10-15.htm (EX-10.15) — 17KB
• ea028288301ex10-22.htm (EX-10.22) — 46KB
• ea028288301ex10-34.htm (EX-10.34) — 476KB
• ea028288301ex23-1.htm (EX-23.1) — 2KB
• ea028288301ex31-1.htm (EX-31.1) — 13KB
• ea028288301ex31-2.htm (EX-31.2) — 13KB
• ea028288301ex32-1.htm (EX-32.1) — 5KB
• ea028288301ex32-2.htm (EX-32.2) — 5KB
• ea028288301_img1.jpg (GRAPHIC) — 141KB
• ea028288301_img2.jpg (GRAPHIC) — 40KB
• ea028288301_ex10-34img1.jpg (GRAPHIC) — 8KB
• ea028288301_ex10-34img2.jpg (GRAPHIC) — 27KB
• 0001213900-26-036917.txt (&nbsp;) — 14581KB
• efsh-20251231.xsd (EX-101.SCH) — 122KB
• efsh-20251231_cal.xml (EX-101.CAL) — 117KB
• efsh-20251231_def.xml (EX-101.DEF) — 556KB
• efsh-20251231_lab.xml (EX-101.LAB) — 1055KB
• efsh-20251231_pre.xml (EX-101.PRE) — 597KB
• ea0282883-10k_1847hold_htm.xml (XML) — 1629KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 30 Item 1B. Unresolved Staff Comments 57 Item 1C. Cybersecurity 57 Item 2.

Properties

Properties 58 Item 3.

Legal Proceedings

Legal Proceedings 59 Item 4. Mine Safety Disclosures 59 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 60 Item 6. [Reserved] 61 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 61 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 75 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 75 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 75 Item 9A.

Controls and Procedures

Controls and Procedures 75 Item 9B. Other Information 77 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 77 PART III Item 10. Directors, Executive Officers and Corporate Governance 78 Item 11.

Executive Compensation

Executive Compensation 84 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 88 Item 13. Certain Relationships and Related Transactions, and Director Independence 89 Item 14. Principal Accounting Fees and Services 90 PART IV Item 15. Exhibits and Financial Statement Schedules 91 Item 16. Form 10-K Summary 95 i INTRODUCTORY NOTES Use of Terms Except as otherwise indicated by the context and for the purposes of this report only, references in this report to "we," "us," "our" and "our company" are to 1847 Holdings LLC, a Delaware limited liability company, and its consolidated subsidiaries, and references to "our manager" are to 1847 Partners LLC, a Delaware limited liability company. Special Note Regarding Forward-Looking Statements This report contains forward-looking statements that are based on our management's beliefs and assumptions and on information currently available to us. All statements other than and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about: our ability to effectively integrate and operate the businesses that we acquire; our ability to successfully identify and acquire additional businesses; our organizational structure, which may limit our ability to meet our dividend and distribution policy; our ability to service and comply with the terms of indebtedness; our cash flow available for distribution and our ability to make distributions to our common shareholders; our ability to pay the management fee, profit allocation and

" Risk Factors " and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our

Item 1A " Risk Factors " and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the

forward-looking statements. No forward-looking statement is a guarantee of future performance

forward-looking statements. No forward-looking statement is a guarantee of future performance. In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. ii PART I

BUSINESS

ITEM 1. BUSINESS. OUR BUSINESS Overview We are an acquisition holding company focused on acquiring and managing a group of small businesses, which we characterize as those that have an enterprise value of less than $50 million, in a variety of different industries headquartered in North America. Through our structure, we offer investors an opportunity to participate in the ownership and growth of a portfolio of businesses that traditionally have been owned and managed by private equity firms, private individuals or families, financial institutions or large conglomerates. We believe that our management and acquisition strategies will allow us to achieve our goals to make and grow regular distributions to our common shareholders and increase common shareholder value over time. We seek to acquire controlling interests in small businesses that we believe operate in industries with long-term macroeconomic growth opportunities, and that have positive and stable earnings and cash flows, face minimal threats of technological or competitive obsolescence and have strong management teams largely in place. We believe that private company operators and corporate parents looking to sell their businesses will consider us to be an attractive purchaser of their businesses. We make these businesses our majority-owned subsidiaries and actively manage and grow such businesses. We expect to improve our businesses over the long term through organic growth opportunities, add-on acquisitions and operational improvements. Our Market Opportunity We acquire and manage small businesses, which we characterize as those that have an enterprise value of less than $50 million. We believe that the merger and acquisition market for small businesses is highly fragmented and provides significant opportunities to purchase businesses at attractive prices. We believe that the following factors contribute to lower acquisition multiples for small businesses: there are typically fewer potential

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