Core Insights - Darden Restaurants is expected to announce fiscal Q1 2025 results on September 18, with analysts predicting earnings of $2.01 per share and revenue of $3.04 billion, reflecting a 15% growth in EPS and a 10% increase in sales compared to the previous year [2] Financial Performance - In Q4 FY2024, Darden's sales rose by 7% to $2.96 billion, while same-store sales remained unchanged, with Olive Garden showing weakness and LongHorn performing well [3] - EPS for Q4 FY2024 increased to $2.65 due to cost control and lower food inflation, alongside a dividend increase and $97 million in stock buybacks enhancing shareholder engagement [3] - For FY2025, management forecasts 1-2% growth in same-store sales, with projected revenue between $11.8 billion and $11.9 billion, and EPS expected to be between $9.40 and $9.60 [3] Market Position and Historical Performance - Darden Restaurants has a market capitalization of $25 billion, with trailing twelve-month revenue of $12 billion, operating profit of $1.4 billion, and net income of $1.0 billion [3] - Historically, Darden stock has advanced 55% of the time following earnings announcements, with an average one-day gain of 5.8% and a maximum increase of 15% [2][4] Trading Strategies - Investors can choose to position themselves before the earnings announcement based on historical probabilities or wait to capitalize on post-earnings movements [3] - The correlation between 1D, 5D, and 21D returns post-earnings indicates that a positive 1D return may lead to favorable 5D returns, suggesting a potential trading strategy [5]

Core Viewpoint - Darden Restaurants is expected to report strong quarterly earnings, with significant growth in EPS and revenue despite facing challenges like beef inflation [2][5][6] Financial Performance - Analysts estimate an EPS of $1.99 to $2.01, reflecting a year-over-year increase of 13.7% from $1.75 [2][6] - Revenue is projected to rise by 10.2% to approximately $3.04 billion, compared to $2.76 billion a year ago [2][6] Market Reaction - Darden's shares recently declined by 0.6%, trading at $210.83, despite exceeding fourth-quarter expectations [3] - Keybanc analyst Eric Gonzalez maintained an Overweight rating, adjusting the price target from $245 to $240, indicating cautious optimism [3] Financial Metrics - The company has a P/E ratio of 23.44 and a price-to-sales ratio of 2.04, suggesting favorable market valuation [4] - A debt-to-equity ratio of 2.57 indicates a higher level of debt, which may affect financial flexibility [4] - The current ratio of 0.42 suggests potential challenges in covering short-term liabilities [4] Strategic Outlook - Darden must demonstrate resilience in its growth strategy as it faces higher leverage and unpredictable input costs [5] - Investors are closely monitoring the upcoming earnings release to assess the company's ability to navigate the current economic environment [5]

Group 1 - Darden Restaurants, Inc. is set to release its first-quarter earnings on September 18, with analysts expecting earnings of $2.01 per share, an increase from $1.75 per share in the same period last year [1] - The company projects quarterly revenue of $3.04 billion, compared to $2.76 billion a year earlier [1] Group 2 - On June 20, Darden reported better-than-expected fourth-quarter financial results, although shares fell by 0.6% to $210.83 [2] - Analysts have provided various ratings and price targets for Darden, with Keybanc maintaining an Overweight rating and lowering the price target from $245 to $240 [6] - Truist Securities reiterated a Buy rating with a price target of $252, while BMO Capital increased its price target from $190 to $215 [6] - JP Morgan raised its price target from $218 to $240, and Raymond James increased its target from $230 to $240, with respective ratings of Overweight and Outperform [6]

Earnings Report - Darden Restaurants, Inc. is set to release its first-quarter earnings on September 18, with analysts expecting earnings of $2.01 per share, an increase from $1.75 per share in the same period last year [1] - The company projects quarterly revenue of $3.04 billion, up from $2.76 billion a year earlier [1] Dividend Information - Darden currently offers an annual dividend yield of 2.83%, translating to a semi-annual dividend of $1.50 per share, or $6.00 annually [2] - To achieve a monthly income of $500 from dividends, an investment of approximately $212,160 or around 1,000 shares is required; for a more modest $100 per month, an investment of $42,432 or around 200 shares is needed [2][3] Stock Performance - Darden's shares fell 0.2% to close at $212.16 on Monday [5] - Analyst Jim Salera from Stephens & Co. maintained an Equal-Weight rating on Darden and raised the price target from $212 to $215 [5]

Group 1 - Beef prices are threatening the profitability of steakhouses, leading to a 6% decline in Texas Roadhouse's stock price after earnings report [1] - Texas Roadhouse missed earnings expectations, indicating potential challenges in maintaining margins amidst rising beef costs [1] Group 2 - The focus on sustained profitability is emphasized, highlighting the importance of strong margins, stable free cash flow, and high returns on invested capital as key drivers of investment returns [1]

Core Insights - Opawica Explorations Inc. provides an update on the Bazooka Property, highlighting its location on the Cadillac-Larder Lake Fault, a significant gold deposit area in the southern Abitibi greenstone belt [1][2]. Group 1: Property Overview - The Bazooka Project spans 1,371 hectares and is entirely owned by the company, situated along the Cadillac/Larder Lake fault zone, which extends over 100 kilometers [2]. - The company controls seven kilometers of the Cadillac-Larder Lake Fault within the Bazooka Property, with recent drilling revealing 19 gold mineralized zones, 15 of which have grades exceeding 0.55 g/t, reaching up to 6.12 g/t Au [3]. Group 2: Exploration and Drilling Results - The eastern section of the property has shown promising results, with core lengths greater than 10 meters, some reaching up to 67.9 meters, and four larger intercepts exceeding 0.84 g/t Au [3]. - Historical gold mineralization exists in the western part of the property, approximately four to six kilometers from recent drilling, indicating the potential for a large, connected gold system [4]. Group 3: Future Plans and Potential - The company plans to systematically test and drill the fault moving west from the high-grade zone, aiming to connect existing zones and discover new high-grade areas [7]. - The geological data suggests that multiple deposits across the fault could be interconnected, potentially leading to multi-million-ounce deposits [7]. - The Bazooka Property is adjacent to the Wassamac property, which was acquired by Agnico Eagle in a multi-billion-dollar deal in 2023, further enhancing the area's exploration potential [7]. Group 4: Company Background - Opawica Explorations is a junior Canadian exploration company with a strong portfolio in the Rouyn-Noranda region of the Abitibi gold belt, focusing on increasing shareholder value through effective exploration practices and potential partnerships [9].

Core Viewpoint - Darden Restaurants (DRI) is expected to report quarterly earnings of $1.99 per share, reflecting a year-over-year increase of 13.7%, with revenues projected at $3.04 billion, up 10.2% from the previous year [1] Earnings Projections - The consensus EPS estimate has been revised downward by 0.3% in the last 30 days, indicating a reassessment by analysts [1][2] - Changes in earnings projections are crucial for predicting investor reactions and short-term stock price movements [2] Sales Estimates - Analysts estimate 'Sales- Olive Garden' to reach $1.31 billion, indicating a year-over-year change of +7.9% [3] - 'Sales- Other Business' is projected at $665.09 million, reflecting a year-over-year increase of +19.7% [4] - 'Sales- Fine Dining' is expected to be $290.21 million, showing a +4.1% change from the prior year [4] - 'Sales- LongHorn Steakhouse' is estimated at $783.54 million, indicating a +9.8% change from the previous year [4] Company-Owned Restaurants - Total company-owned restaurants are expected to reach 2,167, up from 2,040 a year ago [5] - Same-restaurant sales for LongHorn Steakhouse are projected to increase by 5.8%, compared to 3.7% in the previous year [5] - Company-owned restaurants for LongHorn Steakhouse are estimated at 594, up from 577 in the same quarter last year [5] - Olive Garden's company-owned restaurants are expected to be 936, compared to 923 a year ago [6] - Ruth's Chris Steak House is projected at 83, up from 82 last year [6] - Bahama Breeze is expected to have 28 company-owned restaurants, down from 44 in the previous year [6] - Seasons 52 is projected at 43, compared to 44 last year [7] - Eddie V's is expected to remain at 29, unchanged from the previous year [7] Stock Performance - Darden Restaurants shares have increased by +2.5% in the past month, slightly outperforming the +2.3% move of the Zacks S&P 500 composite [8] - The company holds a Zacks Rank 3 (Hold), indicating it is expected to mirror overall market performance in the near future [8]

Group 1 - FedEx Corporation reported a significant increase in revenue, driven by strong demand for e-commerce and express delivery services [1] - General Mills Inc experienced a rise in net sales, attributed to higher prices and increased volume in its snack and pet food segments [1] - Darden Restaurants Inc showed robust growth in same-restaurant sales, benefiting from a recovery in dining out as consumer confidence improves [1] Group 2 - Lennar Corporation reported a decline in home sales due to rising interest rates, but managed to maintain profitability through cost management strategies [1] - The overall market analysis indicates a mixed outlook for the sectors represented, with some companies thriving while others face challenges [1] - Investors are advised to closely monitor these companies for potential investment opportunities based on their performance trends [1]

Core Viewpoint - Darden Restaurants, Inc. is set to announce its fiscal 2026 first quarter financial results on September 18, 2025, with a conference call scheduled for 8:30 am ET to discuss the results and answer questions [1][2]. Company Information - Darden Restaurants operates a diverse portfolio of restaurant brands, including Olive Garden, LongHorn Steakhouse, Yard House, Ruth's Chris Steak House, Cheddar's Scratch Kitchen, The Capital Grille, Chuy's, Seasons 52, Eddie V's, and Bahama Breeze [2]. - For further details, the company’s website is www.darden.com [2]. Conference Call Details - The earnings conference call will be accessible live over the internet at the provided link, and participants can also join via telephone by dialing 877-407-9219 [2]. - A replay of the conference call will be available shortly after the live broadcast for those unable to attend [1].

Part I [Business](index=4&type=section&id=Item%201.%20Business) Darden Restaurants operates 2,159 full-service restaurants, focusing on operational excellence and strategic brand management Company-Owned and Franchised Restaurants as of May 25, 2025 | Brand | Owned & Operated | Franchised | Total | | :--- | :--- | :--- | :--- | | Olive Garden | 935 | 52 | 987 | | LongHorn Steakhouse | 591 | 20 | 611 | | Cheddar's Scratch Kitchen | 181 | 3 | 184 | | Chuy's | 108 | 0 | 108 | | Yard House | 88 | 0 | 88 | | Ruth's Chris | 82 | 76 | 158 | | The Capital Grille | 71 | 2 | 73 | | Seasons 52 | 43 | 0 | 43 | | Eddie V's | 29 | 0 | 29 | | Bahama Breeze | 28 | 1 | 29 | | The Capital Burger | 3 | 0 | 3 | | **Total** | **2,159** | **154** | **2,313** | - On October 11, 2024, Darden acquired **Chuy's Holdings, Inc. for $649.1 million** in total consideration, financed through the issuance of senior notes[18](index=18&type=chunk) - In the fourth quarter of fiscal 2025, Darden agreed to sell its **eight Canadian Olive Garden restaurants** to Recipe Unlimited, which will operate them as franchises[20](index=20&type=chunk) - The company announced its decision to explore strategic alternatives for the Bahama Breeze brand, including a potential sale or conversion of its **28 locations**[21](index=21&type=chunk) Restaurant Count and Sales Growth (Last 5 Fiscal Years) | Fiscal Year | Total Restaurants | Total Sales (in millions) | | :--- | :--- | :--- | | 2021 | 1,834 | $7,196.1 | | 2022 | 1,867 | $9,630.0 | | 2023 | 1,914 | $10,487.8 | | 2024 | 2,031 | $11,390.0 | | 2025 | 2,159 | $12,076.7 | - Darden's human capital strategy focuses on employee retention, with **197,924 team members** in fiscal 2025 and an **hourly turnover rate of 67%**, one of the industry's lowest[74](index=74&type=chunk)[75](index=75&type=chunk)[84](index=84&type=chunk) [Risk Factors](index=18&type=section&id=Item%201A.%20Risk%20Factors) The company faces material risks from macroeconomic factors, human capital, health and safety, cybersecurity, and competitive pressures - **Inflation and Macroeconomic Risks**: The company faces pressure from rising costs for food commodities, labor, healthcare, and utilities, with economic slowdowns potentially reducing consumer discretionary spending[125](index=125&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) - **Human Capital Risks**: The ability to attract and retain qualified team members is critical, facing challenges from a competitive labor market, rising minimum wages, and potential changes in immigration laws[133](index=133&type=chunk)[134](index=134&type=chunk) - **Health, Safety, and Cybersecurity Risks**: The business is vulnerable to food-borne illness outbreaks and cybersecurity breaches, which could lead to data loss, operational disruption, and legal liability under evolving privacy laws[138](index=138&type=chunk)[139](index=139&type=chunk)[143](index=143&type=chunk) - **Integration and Strategic Risks**: The successful integration of the Chuy's brand is complex and may not yield anticipated synergies, alongside risks from intense competition, changing consumer preferences, and adverse social media impacts[144](index=144&type=chunk)[151](index=151&type=chunk)[153](index=153&type=chunk) - **Operational and Financial Risks**: A majority of restaurants are in leased properties, creating long-term obligations, with additional exposures to supply chain disruptions, goodwill impairment, tax law changes, and derivative market volatility[157](index=157&type=chunk)[160](index=160&type=chunk)[180](index=180&type=chunk) [Unresolved Staff Comments](index=29&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments[186](index=186&type=chunk) [Cybersecurity](index=29&type=section&id=Item%201C.%20Cybersecurity) Darden manages cybersecurity risk through an ERM framework overseen by the Audit Committee, reporting no material incidents to date - Cybersecurity risk management is integrated into the company's overall ERM program, with oversight provided by the Audit Committee and the Board of Directors[187](index=187&type=chunk)[192](index=192&type=chunk) - The company employs a multi-faceted strategy including an incident response plan, regular third-party audits based on the NIST Framework, penetration testing, and cybersecurity awareness training for employees[187](index=187&type=chunk)[188](index=188&type=chunk)[189](index=189&type=chunk) - The cybersecurity program is led by the Chief Information Officer (CIO), who has over 20 years of experience and provides periodic updates to the Audit Committee and the full Board[193](index=193&type=chunk)[195](index=195&type=chunk) - As of the filing date, Darden is not aware of any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect its business, operations, or financial condition[191](index=191&type=chunk) [Properties](index=31&type=section&id=Item%202.%20Properties) As of May 25, 2025, Darden operated 2,159 restaurants, primarily on leased sites, across the U.S. and Canada Restaurant Property Ownership (as of May 25, 2025) | Property Type | Count | | :--- | :--- | | Owned Sites | 94 | | Leased Sites | 2,065 | | **Total Company-Owned** | **2,159** | Lease Classification | Lease Type | Count | | :--- | :--- | | Land-Only Leases | 1,102 | | Ground and Building Leases | 666 | | Space/In-Line/Other Leases | 297 | | **Total Leased Sites** | **2,065** | [Legal Proceedings](index=31&type=section&id=Item%203.%20Legal%20Proceedings) The company faces ordinary course legal proceedings, which management believes will not materially impact its financial position or operations - Darden is subject to ordinary course litigation common to the restaurant industry, including claims from guests and employees[468](index=468&type=chunk) - The company believes that the resolution of current legal matters will not have a material adverse effect on its financial condition or results of operations[468](index=468&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[198](index=198&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=32&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Darden's common stock trades on the NYSE (DRI), with recent share repurchases and a new $1 billion program, outperforming market indices - The company's common stock is traded on the NYSE under the symbol **DRI**[200](index=200&type=chunk) Share Repurchases for Quarter Ended May 25, 2025 | Period | Total Shares Purchased | Average Price Paid per Share | Maximum Dollar Value Remaining Under Program | | :--- | :--- | :--- | :--- | | Feb 24 - Mar 30, 2025 | 157,368 | $193.77 | $517.7M | | Mar 31 - Apr 27, 2025 | 53,445 | $196.72 | $507.2M | | Apr 28 - May 25, 2025 | 49,251 | $203.32 | $497.2M | | **Quarter-to-Date** | **260,064** | **$196.19** | **$497.2M** | - On June 18, 2025, the Board of Directors authorized a new share repurchase program for up to **$1 billion** of its common stock, replacing the previous authorization[202](index=202&type=chunk) - Over the five-year period ending May 2025, a $100 investment in Darden stock grew to **$307.28**, outperforming the S&P 500 (**$205.63**) and the S&P Restaurant Sub-Index (**$179.37**)[203](index=203&type=chunk)[205](index=205&type=chunk) [Reserved](index=34&type=section&id=Item%206.%20Reserved) This item is reserved [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In FY2025, Darden's sales grew 6.0% to $12.08 billion with diluted EPS up 4.1%, projecting continued growth and strong liquidity Fiscal 2025 Financial Highlights vs. Fiscal 2024 | Metric | Fiscal 2025 | Fiscal 2024 | % Change | | :--- | :--- | :--- | :--- | | Total Sales | $12.08 billion | $11.39 billion | +6.0% | | Diluted EPS (Continuing Ops) | $8.88 | $8.53 | +4.1% | | Net Earnings (Continuing Ops) | $1.05 billion | $1.03 billion | +2.0% | | Blended Same-Restaurant Sales | - | - | +2.0% | - **Fiscal 2026 Outlook**: Total sales growth projected at **7.0% to 8.0%**, same-restaurant sales growth at **2.0% to 3.5%**, and **60 to 65 new restaurant openings**[210](index=210&type=chunk) Segment Sales and Same-Restaurant Sales (SRS) - Fiscal 2025 vs. 2024 | Segment | Sales (FY25, in millions) | % Change from FY24 | SRS % Change | | :--- | :--- | :--- | :--- | | Olive Garden | $5,212.9 | 2.9% | 1.7% | | LongHorn Steakhouse | $3,025.5 | 7.8% | 5.1% | | Fine Dining | $1,304.8 | 1.0% | (3.0)% | | Other Business | $2,533.5 | 13.8% | 0.2% | Segment Profit Margin - Fiscal 2025 vs. 2024 | Segment | FY25 Profit Margin | FY24 Profit Margin | Change (BP) | | :--- | :--- | :--- | :--- | | Olive Garden | 22.3% | 22.1% | +20 BP | | LongHorn Steakhouse | 19.3% | 18.4% | +90 BP | | Fine Dining | 18.6% | 19.0% | -40 BP | | Other Business | 15.7% | 15.3% | +40 BP | - The company's adjusted debt to EBITDAR ratio was **2.1** as of May 25, 2025, well below the financial covenant requirement of **3.50 to 1.00**[261](index=261&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Darden manages market risks from interest rates, currency, and commodities using derivatives, with a one-year value at risk of $63.3 million for net earnings - The company is exposed to market risks including interest rates, foreign currency, compensation, and commodity prices[271](index=271&type=chunk) - Darden uses derivative instruments like swaps and forwards to hedge these risks[271](index=271&type=chunk) - As of May 25, 2025, the one-year value at risk (95% confidence) for net earnings from changes in equity forwards, commodity instruments, currencies, and floating-rate debt was approximately **$63.3 million**[272](index=272&type=chunk) - The one-year value at risk for the fair value of long-term fixed-rate debt was approximately **$121.1 million**[273](index=273&type=chunk) [Financial Statements and Supplementary Data](index=46&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents Darden's consolidated financial statements, including auditor reports and detailed notes on accounting policies, acquisitions, and debt [Reports of Management and Independent Registered Public Accounting Firm](index=47&type=section&id=Reports%20of%20Management%20and%20Independent%20Registered%20Public%20Accounting%20Firm) Management asserts effective internal controls, and KPMG issued an unqualified opinion on financial statements, with long-lived asset impairment as a critical audit matter - Management concluded that the company's internal control over financial reporting was effective as of May 25, 2025[282](index=282&type=chunk) - KPMG LLP issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting[285](index=285&type=chunk)[291](index=291&type=chunk) - The critical audit matter identified by KPMG was the evaluation of long-lived assets for impairment, noting the subjective auditor judgment required to evaluate assumptions about future cash flows and useful life[297](index=297&type=chunk) [Consolidated Financial Statements](index=51&type=section&id=Consolidated%20Financial%20Statements) Darden's FY2025 consolidated financial statements show $12.08 billion in sales, $1.05 billion net earnings, and strong cash flow from operations Consolidated Statements of Earnings (in millions, except per share data) | | FY 2025 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | | Sales | $12,076.7 | $11,390.0 | $10,487.8 | | Operating Income | $1,362.3 | $1,314.2 | $1,201.8 | | Earnings from Continuing Operations | $1,051.0 | $1,030.5 | $983.5 | | Net Earnings | $1,049.6 | $1,027.6 | $981.9 | | Diluted Net EPS | $8.86 | $8.51 | $7.99 | Consolidated Balance Sheets (in millions) | | May 25, 2025 | May 26, 2024 | | :--- | :--- | :--- | | Total Current Assets | $937.7 | $822.8 | | Total Assets | $12,587.0 | $11,323.0 | | Total Current Liabilities | $2,247.5 | $2,192.5 | | Total Liabilities | $10,275.7 | $9,080.5 | | Total Stockholders' Equity | $2,311.3 | $2,242.5 | Consolidated Statements of Cash Flows (in millions) | | FY 2025 | FY 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $1,707.0 | $1,621.7 | | Net Cash used in Investing Activities | $(1,278.3) | $(1,324.6) | | Net Cash used in Financing Activities | $(385.8) | $(483.4) | [Notes to Consolidated Financial Statements](index=57&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, the Chuy's acquisition, segment results, debt, leases, stock-based compensation, and commitments - The acquisition of Chuy's for **$649.1 million** resulted in the recognition of **$268.4 million** in goodwill and **$198.4 million** for the trademark intangible asset[372](index=372&type=chunk)[375](index=375&type=chunk)[377](index=377&type=chunk) Long-Term Debt Components (as of May 25, 2025, in millions) | Note Description | Amount | | :--- | :--- | | 3.850% senior notes due May 2027 | $500.0 | | 4.350% senior notes due October 2027 | $400.0 | | 4.550% senior notes due October 2029 | $350.0 | | 6.300% senior notes due October 2033 | $500.0 | | Other senior notes (2035, 2037, 2048) | $439.1 | | **Total Long-Term Debt** | **$2,189.1** | Lease Liabilities (as of May 25, 2025, in millions) | Lease Type | Current Liability | Non-Current Liability | Total Liability | | :--- | :--- | :--- | :--- | | Operating Leases | $220.1 | $3,816.9 | $4,037.0 | | Finance Leases | $23.8 | $1,583.8 | $1,607.6 | | **Total** | **$243.9** | **$5,400.7** | **$5,644.6** | - Total stock-based compensation expense for fiscal 2025 was **$79.1 million**, up from **$68.5 million** in fiscal 2024[452](index=452&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=85&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting or financial disclosure matters - There were no disagreements with accountants on accounting and financial disclosure[470](index=470&type=chunk) [Controls and Procedures](index=85&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective, with no material changes to internal control over financial reporting in the last quarter - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of the end of the fiscal year[471](index=471&type=chunk) - No material changes were made to the internal control over financial reporting during the last fiscal quarter[472](index=472&type=chunk) [Other Information](index=85&type=section&id=Item%209B.%20Other%20Information) No director or officer adopted, modified, or terminated any Rule 10b5-1 trading arrangement during the fourth quarter - No director or officer adopted, modified, or terminated a Rule 10b5-1 trading arrangement during the fourth quarter[473](index=473&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=85&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2025 Proxy Statement - This section incorporates by reference information from the company's 2025 Proxy Statement[475](index=475&type=chunk) [Executive Compensation](index=85&type=section&id=Item%2011.%20Executive%20Compensation) Information on executive compensation is incorporated by reference from the company's 2025 Proxy Statement - This section incorporates by reference information from the company's 2025 Proxy Statement[478](index=478&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=86&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership and equity compensation plans is incorporated by reference from the 2025 Proxy Statement - This section incorporates by reference information from the company's 2025 Proxy Statement[479](index=479&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=86&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the 2025 Proxy Statement - This section incorporates by reference information from the company's 2025 Proxy Statement[480](index=480&type=chunk) [Principal Accountant Fees and Services](index=86&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and services is incorporated by reference from the company's 2025 Proxy Statement - This section incorporates by reference information from the company's 2025 Proxy Statement[481](index=481&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=86&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists documents filed as part of the Form 10-K, including financial statements under Item 8 and an index of exhibits - All required financial statements are included in Item 8 of the report[484](index=484&type=chunk) - No financial statement schedules are filed with this report[485](index=485&type=chunk) - An index of exhibits filed as part of the Form 10-K is provided, including key agreements and compensatory plans[486](index=486&type=chunk)