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8-K CEA Industries Inc. BNC BNCWW BNCWZ

CEA Industries (BNC) Reports $115M Net Income, 515K BNB Holdings

The BNB-focused treasury company posted full-year profit driven by warrant gains, but unrealized digital asset losses offset some gains.

By the FiledFeed automated desk

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

CEA Industries reported fiscal 2026 net income of $115.2 million ($2.52 per diluted share), boosted by a $282.9 million gain on warrant liabilities but offset by a $130.3 million loss on its digital asset holdings. The company holds 515,544 BNB tokens worth about $317.3 million and generated $7.9 million from cryptocurrency airdrops.

Filing impact

(High)

Filing sentiment

(Neutral)

CEA Industries Inc. (BNC) said it earned $115.2 million in net income for its fiscal year ended April 30, 2026, or $2.52 per diluted share, according to an 8-K filing posted June 23, 2026.

The profit was mainly driven by a non-cash gain of $282.9 million from the change in fair value of warrant liabilities (a financial instrument giving holders the right to buy stock). This was partially offset by a $130.3 million unrealized loss on the company's digital asset holdings due to price swings in the cryptocurrency market.

Treasury Holdings and New Revenue Stream

The company holds 515,544 BNB tokens as of fiscal year-end, with a total fair value of approximately $319.6 million. Of these, 487,956 tokens are unrestricted and 27,588 are restricted. The company also generated $7.9 million in income from digital asset airdrops—free tokens distributed within the Binance ecosystem.

CEO David Namdar attributed the year to a strategic pivot begun in August 2025, when CEA Industries shifted to become a publicly traded digital asset treasury focused exclusively on BNB. The company raised $500 million through a PIPE transaction (a private investment in public equity) to fund the accumulation of BNB tokens.

Liquidity and Asset Management

The company ended the year with $3.1 million in cash and cash equivalents. In May 2026, after fiscal year-end, the company drew $10.0 million in USDC (a stablecoin) under a new master loan facility secured by $17.0 million of BNB to support liquidity needs without selling core treasury assets.

Governance Changes and Legal Action

CEA Industries reconstituted all four standing board committees with fully independent directors and appointed Brent Miller as Chief Financial Officer. On May 22, 2026, the company filed a lawsuit in U.S. District Court in Delaware seeking to void an asset management agreement and recover fees, after the board's Strategic Committee failed to renegotiate the contract to market-standard terms.

The company also launched an investor dashboard to provide shareholders real-time visibility into digital asset holdings and performance.

Subsequent to year-end, CEA Industries repurchased 1,434,112 shares of common stock for $3.8 million under its authorized share repurchase program.

Why it matters

CEA Industries' earnings are heavily shaped by mark-to-market accounting on digital assets and warrant liabilities — volatile items that may not reflect the company's core operational performance. The $115.2 million profit is almost entirely driven by a $282.9 million non-cash gain on warrant liabilities, while the company reported a $130.3 million unrealized loss on its BNB holdings. For investors, the key question is whether the company's BNB treasury strategy will outperform over time, given crypto volatility. The lawsuit over asset management fees and the recent governance overhaul signal internal tension over cost structure and oversight — worth monitoring.

Frequently asked

How much BNB does CEA Industries hold?
As of April 30, 2026, CEA Industries held 515,544 BNB tokens worth approximately $317.3 to $319.6 million. Of these, 487,956 tokens are unrestricted and 27,588 are restricted.
What is the company's net income for fiscal 2026?
CEA Industries reported net income of $115.2 million, or $2.52 per diluted share, for fiscal year ended April 30, 2026. This was primarily driven by a $282.9 million non-cash gain on warrant liabilities, partially offset by a $130.3 million unrealized loss on digital assets due to market price fluctuations.
Why is the company suing over an asset management agreement?
On May 22, 2026, CEA Industries filed a lawsuit seeking to void its asset management agreement (AMA) and recover fees after the board's Strategic Committee was unable to renegotiate the contract to market-standard terms.
How much cash does the company have?
CEA Industries ended fiscal year 2026 with $3.1 million in cash and cash equivalents. In May 2026, the company drew $10.0 million in USDC under a new master loan facility secured by $17.0 million of BNB to support liquidity needs.

What the filing reported

  • 2.02 Results of Operations & Financial Condition
  • 9.01 Financial Statements & Exhibits

Source

Based on CEA Industries Inc.'s 8-K filed with the SEC on Jun 23, 2026. Read the original filing on SEC.gov ↗

View the filing details on FiledFeed →

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