Massimo Group 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐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: 001-41994 Massimo Group (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. 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 thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging 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 accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of anerror to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ 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 June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the registrant’s common shares held by non-affiliates of the registrant was approximately $20,692,509, based on the closing price on that date as reported on the Nasdaq Stock Market. As of March 31, 2026, there were 41,640,950 shares of common stock, par value $0.001 per share, of the registrant issued and outstanding. TABLE OF CONTENTS PAGEPART IItem 1.Business.3Item 1A.Risk Factors.19Item 1B.Unresolved Staff Comments.44Item 1C.Cybersecurity.44Item 2.Properties.45Item 3.Legal Proceedings.45Item 4.Mine Safety Disclosures.45PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.46Item 6.[Reserved]46Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.47Item 7A.Quantitative and Qualitative Disclosures About Market Risk.55Item 8.Financial Statements and Supplementary Data.55Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.55Item 9A.Controls and Procedures.55Item 9B.Other Information.56Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.56PART IIIItem 10. Directors, Executive Officers and Corporate Governance.57Item 11. Executive Compensation.62Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters67Item 13. Certain Relationships and Related Transactions, and Director Independence.68Item 14. Principal Accountant Fees and Services.70PART IVItem 15. Exhibit and Financial Statement Schedules.71Item 16. Form 10-K Summary.711 Unless otherwise stated in this Annual Report on Form 10-K (this “Report”), references to “we,” “us,” “our,” “Company” or “our Company” are to Massimo Group, a Nevadacorporation and its subsidiaries. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements contained in this Report other thanstatements of historical fact, including statements regarding our future results of operations and financial position, our business strategies and plans, projected costs and our objectives forfuture operations, are forward-looking statements