Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended August 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from to Commission File Number: 001-34992 SemiLEDs Corporation (Exact name of registrant as specified in its charter) | Delaware | 20-2735523 | | --- | --- ...

Exhibit 99.1 SemiLEDs Reports Fourth Quarter and Fiscal Year End 2025 Financial Results Hsinchu, Taiwan (November 28, 2025)— SemiLEDs Corporation (NASDAQ: LEDS), "SemiLEDs" or the "Company," a developer and manufacturer of LED chips and LED components, today announced its financial results for the fourth quarter and full fiscal year, ended August 31, 2025. Revenue for the fourth quarter of fiscal 2025 was $13.2 million, compared to $17.7 million in the third quarter of fiscal 2025. GAAP net loss attributabl ...

Revenue and Growth - Lexaria's total revenue for fiscal year 2025 increased by $241,645, or 52%, to $705,923 from $464,278 in fiscal year 2024[176] - Licensing revenue grew by $238,010, or 52%, to $696,000 in fiscal year 2025 compared to $457,990 in fiscal year 2024[176] Expenses and Losses - Research and development expenditures increased by $5,878,192, or 249%, to $8,238,757 in fiscal year 2025 from $2,360,565 in fiscal year 2024[178] - The net loss from operations increased by $6,102,780 to $11,911,434 for the year ended August 31, 2025, compared to $5,808,654 for the year ended August 31, 2024[174] - General and administrative expenses increased by $493,162, or 13%, to $4,345,183 in fiscal year 2025 from $3,852,021 in fiscal year 2024[183] - Other Income/(Loss) for fiscal year 2025 decreased by $24,827, or 45%, resulting in a loss of $30,697, down from a loss of $55,524 in fiscal year 2024[186] - The Company has accumulated net losses of $63.5 million since entering the bioscience sector, with approximately $11.9 million and $5.8 million incurred in the past two fiscal years[187] Cash Flow and Financial Position - As of August 31, 2025, the Company had cash on hand of approximately $1.8 million to settle $1.5 million in current liabilities, raising substantial doubt about its ability to continue as a going concern[193] - The Company's working capital decreased by approximately $4.8 million, with current assets at $3,468,345 and current liabilities at $1,493,463 as of August 31, 2025[195] - Net cash used in operating activities was approximately $10.5 million for the year ended August 31, 2025, compared to $5.0 million during the same period in 2024, primarily due to an increase in net loss[197] - Net cash provided by financing activities totaled approximately $6.0 million from the sale of common shares during the fiscal year[199] Strategic Initiatives and Future Outlook - Lexaria anticipates a decrease in revenue from technology licensing in fiscal 2026 due to the expiration of its license agreement with Premier[177] - The company is exploring equity financing arrangements and strategic corporate partnerships to support its drug investigations[173] - The Company intends to form industry partnerships for later stage clinical development, which is expected to be a multi-year process[188] Research and Development - Lexaria completed two human pilot studies and an Australian clinical trial investigating DehydraTECH infused GLP-1, GIP, and CBD formulations during the fiscal year[169] - The company was granted a total of six new patents during fiscal 2025, including patents for treating epilepsy and diabetes[165] Share Issuance - The Company issued 2,000,000 shares of common stock at $1.00 each in a registered direct offering, generating net proceeds of $1.7 million[189] - On September 26, 2025, the Company agreed to sell 2,666,667 shares of common stock at a purchase price of $1.50 per share, resulting in net proceeds of $3.5 million[191] Impairment and Losses - The Company recognized an impairment loss of $247,364 related to abandoned patent applications for the year ended August 31, 2025, compared to $57,836 for the year ended August 31, 2024[185]

Financial Performance - The net loss for the six months ended September 30, 2025, was $5,927,019, compared to a loss of $906,742 for the same period in 2024[10]. - The company reported a basic and diluted net loss per share of $2.16 for the six months ended September 30, 2025[10]. - Comprehensive loss for the six months ended September 30, 2025, was $5,891,661, compared to $1,045,936 in the previous year[10]. - The net loss for the period ending June 30, 2024, was $582,387, reflecting a significant increase compared to previous periods[12]. - The company reported a net loss of $5,057,523 for the period ending June 30, 2025, which raises concerns about sustainability[12]. - For the six months ended September 30, 2025, the company reported a net loss of $5,927,019, compared to a net loss of $906,742 for the same period in 2024[15]. - The net cash used in operating activities was $2,562,666 for the six months ended September 30, 2025, significantly higher than $563,868 for the same period in 2024[15]. - The company has incurred significant recurring losses, resulting in an accumulated deficit of $11,324,625 as of September 30, 2025[30]. - The company anticipates further losses in the development of its business, raising substantial doubt about its ability to continue as a going concern[30]. Assets and Liabilities - Total assets increased to $5,002,847 from $89,093, reflecting significant growth in current and long-term assets[8]. - Current liabilities rose to $9,703,412, up from $5,042,052, indicating increased financial obligations[8]. - Cash in bank increased significantly to $2,722,451 from $14,531, indicating improved liquidity[8]. - The accumulated deficit grew to $(11,324,625) as of September 30, 2025, from $(5,397,606) at the end of the previous fiscal year[8]. - The company had a working capital deficit of $6,845,200 as of September 30, 2025, compared to $4,952,959 as of March 31, 2025[30]. - The total stockholders' equity as of June 30, 2025, was $(10,455,129), underscoring significant financial distress[12]. - As of September 30, 2025, the Company reported total accounts payable of $1,641,443, an increase from $961,117 as of March 31, 2025[79]. Operating Expenses - Operating expenses for the three months ended September 30, 2025, totaled $1,113,864, a substantial increase from $355,374 in the same period last year[10]. - Research and Development expenses surged to $273,229 for the three months ended September 30, 2025, compared to $16,964 in the prior year, highlighting a focus on innovation[10]. - The company expects to reduce annualized operating expenses by approximately $8 million as part of its restructuring plan[29]. - Stock-based compensation for the period was recorded at $105,868, highlighting the company's investment in employee incentives[13]. Equity and Financing - The company issued 5,705 shares in connection with the Phytanix Bio purchase, valued at approximately $950,000[12]. - The issuance of Series A Convertible Preferred Stock to officers amounted to 2,000 shares, indicating ongoing equity financing efforts[12]. - The total amount of common stock issued was 5,800,000 shares, reflecting ongoing capital raising efforts[12]. - The Company recognized a derivative liability of $3,656,394 as of September 30, 2025, reflecting changes in fair value and the recognition of conversion options on notes payable[91]. - The Company raised approximately $4.3 million from the exercise of warrants and a capital raise during the six months ended September 30, 2025[30]. Impairment and Revenue Recognition - The Company did not recognize any impairment losses for the period ended September 30, 2025[45]. - The Company assesses impairment of identifiable intangibles based on significant underperformance, changes in asset use, and negative industry trends[42]. - The Company recognizes revenue in accordance with ASC Topic 606, reflecting the transfer of goods or services to customers[54]. Corporate Governance and Compliance - The Company received a deficiency letter from Nasdaq on July 24, 2024, indicating non-compliance with minimum bid price requirements, with a deadline to regain compliance by January 20, 2025[137]. - The Company was granted an extension by Nasdaq to demonstrate compliance with listing requirements until April 28, 2025, following a proposed 1-for-14 reverse stock split[141]. - On June 17, 2025, Nasdaq confirmed the Company was in compliance with multiple listing rules, including bid price and public float requirements[143]. - Jennifer Chao resigned from the Board of Directors on November 3, 2025, with no reported disagreements[150]. Strategic Changes - The company temporarily suspended expenditures related to its preclinical programs as part of its restructuring plan[28]. - The company changed its fiscal year end to March 31, 2025, to align with Phytanix Bio, which is considered the accounting acquirer[26]. - The Company anticipates starting Phase 3 clinical trials for its drugs around Q3 2027, at which point the amortization of intangible assets will commence[78].

IPO and Fundraising - The company completed its initial public offering on February 23, 2024, selling 6,900,000 units at $10.00 per unit, generating gross proceeds of $69,000,000[127]. - A private placement with DT Cloud Capital Corp. generated an additional $2,345,000 from the sale of 234,500 units at the same price[127]. - As of February 23, 2024, a total of $69,345,000 from the IPO and private placement was deposited in a trust account for public shareholders[127]. - The company raised a total of $69,345,000 from its initial public offering and private placement, which is intended for completing its initial business combination and financing operations of target businesses[142]. - The underwriters will receive a cash underwriting discount of 2.5% of the gross proceeds from the initial public offering, amounting to $1,725,000[150]. Business Combination - The company has a 21-month period from the IPO closing to complete its initial business combination, extendable under certain conditions[130]. - A definitive business combination agreement was entered into on October 22, 2024, with Maius Pharmaceutical Co., Ltd.[132]. - The company plans to extend the combination period by depositing additional funds into the trust account, with a total of $679,091 deposited from February to July 2025[130]. - The company entered into a Business Combination Agreement on October 22, 2024, which is subject to shareholder approvals and regulatory clearances[153]. Financial Performance - For the nine months ended September 30, 2025, cash used in operating activities was $647,743, with net income reported at $444,595, and dividend income from the trust account amounting to $1,333,491[143]. - As of September 30, 2025, the company had cash in bank of $0, indicating a reliance on trust account funds for operations[144]. - The company has not generated any operating revenues since inception and will only do so after completing its initial business combination[148]. Liabilities and Obligations - The company issued unsecured promissory notes totaling $715,325 from the sponsor, with no interest and maturing upon the closing of a business combination[145]. - The company has contractual obligations to pay $10,000 per month for administrative services, with unpaid service fees of $190,000 as of September 30, 2025[151]. - As of September 30, 2025, there were no outstanding balances under the Working Capital Loan, which may be convertible into private units upon business combination[147]. Risks and Compliance - The company is subject to risks from geopolitical instability and economic uncertainties, which may impact its business combination search[139]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[157]. Trading Information - The company’s units began trading on Nasdaq under the ticker symbol "DYCQU" on February 21, 2024[128]. - The anticipated per-share amount for public shareholders redeeming shares is initially $10.05, subject to potential increases[129].

IPO and Fundraising - The company completed its initial public offering on February 23, 2024, selling 6,900,000 units at $10.00 per unit, generating gross proceeds of $69,000,000[127] - A private placement with DT Cloud Capital Corp. raised an additional $2,345,000 from the sale of 234,500 units at $10.00 per unit[127] - As of February 23, 2024, a total of $69,345,000 from the IPO and private placement was deposited in a trust account for public shareholders[127] - The company raised a total of $69,345,000 from its initial public offering and private placement, which is intended for completing its initial business combination and financing operations of target businesses[142] - The underwriters will receive a cash underwriting discount of 2.5% of the gross proceeds from the initial public offering, amounting to $1,725,000[150] Business Combination - The company has a 21-month period from the IPO closing to complete its initial business combination, extendable under certain conditions[130] - A definitive business combination agreement was entered into on October 22, 2024, with Maius Pharmaceutical Co., Ltd.[132] - The company has the option to extend the business combination period up to 33 months from the IPO closing[137] - The company entered into a Business Combination Agreement on October 22, 2024, which is subject to shareholder approvals and regulatory clearances[153] Financial Performance - For the nine months ended September 30, 2025, cash used in operating activities was $647,743, with net income reported at $444,595, and dividend income from the trust account amounting to $1,333,491[143] - As of September 30, 2025, the company had cash in bank of $0, indicating a reliance on trust account funds for operations[144] - The company has not generated any operating revenues since inception and will only do so after completing its initial business combination[148] Liabilities and Obligations - The company issued unsecured promissory notes totaling $715,325 from the sponsor, with no interest and maturing upon the closing of a business combination[145] - The company has contractual obligations to pay $10,000 per month for administrative services, with unpaid service fees of $190,000 as of September 30, 2025[151] - As of September 30, 2025, there were no outstanding balances under the Working Capital Loan, which may be convertible into private units upon business combination[147] Risks and Uncertainties - The company is subject to risks from geopolitical instability, including the Russia-Ukraine conflict and tensions in the Middle East, which may impact its business combination efforts[139] - The company plans to address uncertainties regarding its business combination through strategic efforts, although success is not guaranteed[138] Regulatory and Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[157] Trading Information - The company’s securities began trading on Nasdaq under the ticker symbol "DYCQU" on February 21, 2024[128]

Financial Performance - Record third quarter net sales of $1.3 billion, up 7% from last year, marking the 12th consecutive quarter of growth [6] - Net sales growth led by the Americas and EMEA segments, both up 7%, while APAC experienced a 6% decline [6] - Hollister brands achieved a 16% growth, while Abercrombie brands saw a 2% decline in net sales [6] - Operating margin of 12.0%, with earnings per diluted share of $2.36, exceeding the outlook range [6] - Full-year outlook narrowed to net sales growth of 6% to 7% and net income per diluted share of $10.20 to $10.50 [12] - Net sales for the thirteen weeks ended November 1, 2025, increased by 6.8% to $1,290,619, compared to $1,208,966 for the same period in 2024 [21] - Operating income for the thirteen weeks ended November 1, 2025, was $155,021, representing 12.0% of net sales, down from 14.8% in the prior year [21] - Net income attributable to Abercrombie & Fitch for the thirteen weeks ended November 1, 2025, was $112,995, a decrease of 14.4% from $131,979 in the same period last year [21] - For the thirty-nine weeks ended November 1, 2025, net sales rose to $3,596,490, up 6.9% from $3,363,670 in the prior year [23] - Adjusted EBITDA for the thirty-nine weeks ended November 1, 2025, was $539,204, accounting for 15.0% of net sales, compared to 17.9% in the previous year [36] - Basic net income per share attributable to Abercrombie & Fitch for the thirteen weeks ended November 1, 2025, was $2.41, down from $2.59 in the prior year [21] - The company experienced a 7% increase in net sales on a GAAP basis for the thirteen weeks ended November 1, 2025, compared to the previous year [31] Cash Flow and Investments - Cash and equivalents decreased to $606 million compared to $773 million as of February 1, 2025 [11] - Net cash provided by operating activities was $313 million, while net cash used for investing activities was $95 million [11] - Net cash provided by operating activities decreased to $313,000 thousand for the thirty-nine weeks ended November 1, 2025, down from $402,756 thousand in the same period last year, a decline of 22.2% [40] - Cash and equivalents at the end of the period were $612,559 thousand, down from $690,997 thousand a year ago, indicating a decrease of 11.3% [40] - Net cash used for investing activities improved to $(95,212) thousand from $(187,040) thousand, showing a reduction of 49.1% [40] Inventory and Assets - Inventories increased to $730 million from $575 million as of February 1, 2025 [11] - Total assets increased to $3,479,918 thousand as of November 1, 2025, up from $3,299,887 thousand a year earlier, representing a growth of 5.4% [38] - Total current liabilities rose to $1,163,007 thousand, compared to $1,126,944 thousand in the previous year, reflecting an increase of 3.2% [38] - Total stockholders' equity decreased slightly to $1,331,410 thousand from $1,351,323 thousand, a decline of 1.5% [38] Shareholder Actions - Year-to-date share repurchases totaled $350 million, representing a 9% reduction in shares outstanding from the beginning of the year [6] - The weighted-average diluted shares outstanding decreased to 47,881 for the thirteen weeks ended November 1, 2025, from 52,869 in the same period last year [21] - The company repurchased common stock totaling $351,224 thousand, significantly higher than $129,807 thousand in the previous year, an increase of 171.5% [40] Other Financial Metrics - The company reported a litigation settlement expense of $38,574, which impacted both operating income and net income [30] - The long-term portion of operating lease liabilities increased to $905,041 thousand from $740,013 thousand, an increase of 22.3% [38] - The effect of foreign currency exchange rates on cash resulted in a positive impact of $8,930 thousand, contrasting with a negative impact of $(1,834) thousand last year [40] - The impact from foreign currency exchange rates on net sales was negligible for the thirteen weeks ended November 1, 2025, with constant currency sales showing a 6% increase [31]

Revenue Breakdown - Soft pretzel sales accounted for 18% of the Company's revenue in fiscal year 2025, 18% in fiscal year 2024, and 19% in fiscal year 2023[24]. - Frozen novelties sales represented 16% of the Company's revenue in fiscal year 2025, 17% in fiscal year 2024, and 17% in fiscal year 2023[28]. - Churro sales were 6% of the Company's sales in fiscal year 2025, 7% in fiscal year 2024, and 7% in fiscal year 2023[32]. - Bakery products sales amounted to 27% of the Company's sales in fiscal year 2025, 26% in fiscal year 2024, and 26% in fiscal year 2023[34]. - Frozen beverage sales constituted 14% of the Company's revenue in fiscal year 2025, 15% in fiscal year 2024, and 14% in fiscal year 2023[35]. - The top ten customers accounted for 46% of the Company's sales in fiscal year 2025, 45% in fiscal year 2024, and 43% in fiscal year 2023[40]. - Revenue from equipment sales and repair and maintenance services totaled 9% of the Company's sales in each of the fiscal years 2025, 2024, and 2023[36]. Business Segments and Operations - The Company operates in three business segments: Food Service, Retail Supermarkets, and Frozen Beverages[19]. - The Company has a significant trademark portfolio, including brands such as SUPERPRETZEL, DIPPIN' DOTS, and ICEE[48]. - The Company develops and introduces new products on a routine basis, evaluating success based on sales and profit levels[45]. - Sales from foreign operations were $69.6 million, $73.4 million, and $70.2 million in fiscal years 2025, 2024, and 2023, respectively, with total assets in foreign operations at $79.1 million or 5.7% of total assets as of September 27, 2025[56]. - The top ten customers accounted for 46% of sales in fiscal year 2025, 45% in 2024, and 43% in 2023, with the largest customer representing 10% of sales in 2025[77]. Workforce and Employment - Approximately 4,600 full and part-time employees and 600 staffing agency workers were employed as of September 27, 2025, with about 1,400 production and distribution employees covered by collective bargaining agreements[59]. Safety and Compliance - The Company’s Total Recordable Incident Rate (TRIR) and Days Away, Restricted or Transferred (DART) incident rates were lower than food manufacturing averages, indicating a strong safety performance[60]. - Compliance with government regulations did not materially affect capital expenditures or earnings in fiscal 2025 and is not expected to impact fiscal 2026 significantly[57]. - The Company’s facilities are Global Food Safety Initiative (GFSI) certified, ensuring adherence to stringent safety and quality standards[58]. Economic and Market Risks - The Company competes with larger manufacturers and distributors, which could lead to downward pressure on prices and a decline in market share[79]. - The Company faces risks from economic conditions that could negatively impact consumer demand and affect sales of higher-margin products[66]. - The company faces risks related to manufacturing capacity constraints, which could negatively affect customer service levels and demand for products[82]. - Increased health care costs due to rising health care expenses and legislative changes could adversely impact the company's financial position and results of operations[89]. Operational Changes and Initiatives - The company is pursuing cost productivity initiatives in procurement, manufacturing, and logistics to enhance operating efficiencies and manage costs effectively[99]. - The Company reported a significant increase in operational efficiency through Project Apollo, expected to generate at least $20 million in run-rate operating income by fiscal 2026[125]. - The Company closed three manufacturing facilities, incurring approximately $24 million in plant closure costs, primarily related to non-cash write-downs and severance[125]. - The Company has opened three regional distribution centers, projected to drive cost reductions in warehousing and distribution[126]. - The Company added six new production lines, significantly expanding capacity for core products such as pretzels, churros, and frozen novelties[126]. - The Company launched the Hola! Churro brand in fiscal year 2023 and expanded the SuperPretzel brand with Bavarian Sticks[126]. Financial Performance - Net sales increased by $8.5 million, or 1%, to $1,583.2 million in fiscal 2025, driven by growth in the foodservice segment[132]. - Gross profit decreased by $16.3 million, or 3%, to $469.8 million, with gross profit as a percentage of sales declining to 29.7% from 30.9%[133]. - Total operating expenses rose by $17.0 million, or 5%, to $385.6 million, increasing as a percentage of sales to 24.4%[135]. - Operating income fell by $33.2 million, or 28.3%, to $84.3 million, impacted by rising raw material costs and inflationary pressures[145]. - Net earnings decreased by $21.0 million, or 24%, to $65.6 million, translating to $3.36 per diluted share[139]. - Food service segment sales increased by $16.2 million, or 1.6%, to $1,001.4 million, with soft pretzel sales up 3.5%[147]. - Retail supermarket segment sales declined by $7.5 million, or 3.4%, to $213.8 million, with operating income down 30.6%[150]. - Investment income increased by $0.4 million, or 11%, to $3.6 million due to higher average cash balances[137]. - The effective tax rate decreased to 24.1% from 27.2% primarily due to a change in estimate on blended state tax rate[138]. - New product sales reached approximately $3.9 million in the first twelve months since introduction, mainly from churros added to a major fast-food customer's menu[148]. - Sales of products to retail supermarkets decreased by $7.5 million, or 3%, to $213.8 million in fiscal year 2025[152]. - Operating income in the Retail Supermarkets segment decreased by $5.9 million, or 31%, to $13.3 million in fiscal 2025[154]. - Total frozen beverage segment sales decreased slightly by $0.2 million, to $368.0 million in fiscal 2025[155]. - Beverage-related sales decreased by 5%, or $10.7 million, in fiscal 2025, primarily due to weakness in certain channels[155]. Acquisitions and Investments - The Company completed the acquisition of the Thinsters cookie business for approximately $7.0 million in cash on April 8, 2024[158]. Cash Flow and Financial Position - Cash flows from operating activities provided $165.1 million in fiscal 2025, compared to $173.1 million in fiscal 2024[160]. - As of September 27, 2025, the Company had $105.9 million in cash and cash equivalents[165]. - The Company had approximately $133 million in purchase commitments for raw materials as of September 27, 2025[171]. - As of September 27, 2025, the company had no debt outstanding, indicating a strong balance sheet[198]. Risk Management and Controls - The company minimizes purchasing risk through forward purchasing of raw materials for periods from 1 to 12 months[199]. - The company has not entered into any forward exchange contracts to hedge foreign currency risk, as it does not consider the exposure significant[200]. - Management identified a material weakness in internal controls related to information technology general controls as of September 28, 2024, but concluded that controls were effective as of September 27, 2025[208][211]. - The independent registered public accounting firm expressed an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of September 27, 2025[213].

Financial Performance - For the three months ended October 31, 2025, net earnings were $1,616 million, representing 7.77% of sales, compared to $1,695 million (8.41% of sales) for the same period in 2024[12] - Comprehensive income for the nine months ended October 31, 2025, was $5,641 million, or 8.59% of sales, down from $5,825 million (8.94% of sales) in the prior year[12] - The company reported a net earnings of $5,654 million for the nine months ended October 31, 2025, down from $5,833 million in the same period of the previous year[15] - Net earnings for the nine months ended October 31, 2025, were $5,654 million, a decrease from $5,833 million for the same period in 2024, representing a decline of approximately 3.1%[17] - Basic earnings per common share for the three months ended October 31, 2025, was $2.88, a decrease of 3.69% from $2.99 in the same period of 2024[62] Sales and Revenue - Net sales for the nine months ended October 31, 2025, were $65,701 million, an increase from $65,120 million for the same period in 2024, reflecting a growth of approximately 0.9%[32] - For the three months ended October 31, 2025, total net sales reached $20,813 million, a 3.2% increase from $20,170 million for the same period last year[37] - Net sales for the three months ended October 31, 2025, were $20.813 billion, an increase of 3.19% from $20.170 billion in the same period of 2024[66] Assets and Liabilities - Total assets increased to $53,453 million as of October 31, 2025, compared to $44,743 million on November 1, 2024[14] - Current liabilities were reported at $19,451 million as of October 31, 2025, slightly up from $19,447 million on November 1, 2024[14] - Long-term debt, excluding current maturities, rose to $37,498 million as of October 31, 2025, compared to $32,906 million a year earlier[14] - The accumulated deficit as of October 31, 2025, was $(11,165) million, an improvement from $(13,993) million on November 1, 2024[14] Cash Flow - Net cash provided by operating activities was $8,297 million for the nine months ended October 31, 2025, compared to $8,714 million for the same period in 2024, indicating a decrease of about 4.8%[17] - Cash and cash equivalents decreased to $621 million as of October 31, 2025, from $3,271 million on November 1, 2024[14] - Cash and cash equivalents at the end of the period were $621 million, down from $3,271 million at the end of the same period in 2024, representing a decrease of about 81%[17] - The company reported a net cash used in investing activities of $11,687 million for the nine months ended October 31, 2025, compared to $1,320 million for the same period in 2024[17] Dividends and Share Repurchase - The company declared cash dividends of $1.20 per share for the three months ended October 31, 2025, totaling $673 million[15] - As of October 31, 2025, the company has $10.8 billion remaining in its share repurchase program, which was paused in fiscal 2025[59] - For the three months ended October 31, 2025, total shares repurchased were 0.374 million, with a total cost of $10.3 million, compared to 2.515 million shares at a cost of $2.5 billion for the same period in 2024[61] Acquisitions - The company completed the acquisition of Artisan Design Group (ADG) for $1.3 billion on June 2, 2025, which is expected to enhance its Pro customer offerings[25] - The acquisition of Foundation Building Materials (FBM) was completed for $8.8 billion on October 9, 2025, aimed at accelerating the company's Total Home strategy[28] - Intangible assets acquired from FBM totaled $5,041 million, including customer relationships valued at $3,920 million with a useful life of 20 years[29] Segment Performance - Home Décor segment generated $7,802 million in net sales, accounting for 37.5% of total sales, consistent with the previous year[37] - Building Products segment reported $6,875 million in net sales, representing 33.0% of total sales, up from 33.3% in the prior year[37] - Hardlines segment net sales decreased to $5,116 million, down from $5,306 million, with its share of total sales dropping from 26.3% to 24.6%[37] Debt and Financing - The company entered into a $2.0 billion unsecured term loan credit agreement on September 16, 2025, with an interest rate of 4.935%[55] - The company issued $5.0 billion of unsecured fixed-rate notes on September 30, 2025, with maturities ranging from October 2027 to October 2035[55] - The fair value of the company's long-term debt, excluding finance lease obligations, was estimated at $34,968 million as of October 31, 2025[47] - The company has a supplier finance program that facilitated $1,705 million in financed payment obligations as of October 31, 2025[48] - As of October 31, 2025, the company had no outstanding borrowings under its commercial paper program or long-term credit agreements[51] Market Risks - The company is exposed to market risks, including changes in interest rates and commodity prices, which have not changed materially from previous disclosures[119]

Education Institutions and Programs - Universal Technical Institute operates 15 campuses in nine states, while Concorde Career Colleges operates 17 campuses in eight states and online, focusing on transportation, skilled trades, and healthcare programs[16][17]. - Since acquiring Concorde in December 2022, the company has expanded partnerships in the healthcare market and completed 13 program expansions within Concorde's existing campuses[31]. - The company plans to launch a minimum of six new programs annually at existing campuses and open at least two new campuses each year between fiscal years 2026 and 2029[33]. - UTI has launched 23 new programs over the last three years and is constructing two new campuses expected to open in 2026[29]. - The blended learning model used by UTI combines online teaching with hands-on labs, increasing access and preparing students for modern technician roles[40]. - The blended learning model at Concorde combines online teaching with hands-on labs, increasing access and preparing students for lifelong learning[58]. - Concorde offers programs that culminate in diplomas or degrees, with tuition rates varying by program type and length[54]. - Concorde's programs are designed to prepare graduates for various healthcare-related employment opportunities across multiple campuses[59]. Job Market and Employment Opportunities - The U.S. Department of Labor estimates approximately 111,100 new job openings annually for technicians in automotive, diesel, and collision fields through 2034, with additional openings in skilled trades[21]. - The healthcare sector is projected to see an average of 1,286,700 new job openings annually through 2034, with significant demand for registered nurses and medical assistants[22][23]. - UTI has established relationships with multiple OEMs and industry partners to refine and expand its programs, enhancing employment opportunities for graduates[25][26]. - The company emphasizes maintaining effective career services to enhance graduate employment opportunities[66]. Financial Performance and Revenue - The average annual revenue per UTI student was approximately $35,100, net of scholarships or grants funded by the institution[52]. - The average annual revenue per Concorde student was approximately $30,000, net of scholarships or grants funded by the institution[62]. - Total new student starts for Concorde increased by 14.5% from 11,747 in 2024 to 13,454 in 2025[64]. - Average full-time active students at Concorde rose by 14.5% from 8,475 in 2024 to 9,705 in 2025[64]. - End of period full-time active students for Concorde grew by 11.2% from 9,747 in 2024 to 10,838 in 2025[64]. - In fiscal 2025, approximately 78% of the company's revenues were derived from Title IV Programs and various veterans' programs[100]. - The company received approximately 11% of its revenues from veterans' benefits programs in fiscal 2025[129]. Tuition and Financial Aid - UTI programs range in tuition from approximately $18,000 for the Wind Power Technician program to $69,000 for the Automotive and Diesel program[52]. - Tuition for Concorde programs ranged from approximately $1,000 for the Phlebotomy program to approximately $99,000 for the Dental Hygiene program[62]. - Approximately 58% of active UTI students received a UTI-funded scholarship or grant during the year ended September 30, 2025[52]. - Approximately 16% of Concorde's active students received a Concorde-funded scholarship or grant during the year ended September 30, 2025[62]. - Approximately 68% of Concorde's active students received funding through Concorde-sponsored retail installment contracts[62]. Regulatory Environment - The company is subject to extensive regulatory requirements imposed by federal and state agencies, affecting operations, educational programs, and financial conditions[80]. - The company holds state or SARA authorizations required to operate and offer post-secondary education programs in various states[85]. - The One Big Beautiful Bill Act, signed into law on July 4, 2025, includes provisions affecting eligibility for Title IV Programs based on compliance with earnings benchmarks[94]. - Institutions must maintain federal student loan cohort default rates below specified levels, with a threshold of 30% for consecutive fiscal years[110]. - The company must periodically renew its institutional and programmatic accreditations to maintain eligibility for Title IV Programs[87][93]. - The federal government provides substantial support for post-secondary education through Title IV Programs, including grants and loans[96]. - All institutions participating in Title IV Programs must comply with the 90/10 rule, with annual percentages of Federal education assistance funds ranging from approximately 67% to 82% as of September 30, 2025[106]. Challenges and Risks - The for-profit post-secondary education industry is highly competitive, with no single provider controlling significant market share[68]. - The company faces challenges in developing and integrating new programs to meet technological advancements, which could impair student retention and employment rates[182]. - The company is subject to competitive pressures from public and private institutions, which may offer lower tuition rates, affecting market share and enrollment[187]. - Changes to Title IV Programs by Congress could reduce student population, revenues, and profit margins due to potential funding restrictions[148]. - Loss of eligibility for veterans' benefits programs could materially affect operations and cash flows, with risks from legislative changes and compliance failures[149]. - Increased regulatory scrutiny of for-profit education institutions may lead to stricter legislation and negatively impact enrollment and financial condition[151]. - Compliance reviews and potential litigation from regulatory agencies could result in significant legal costs and affect financial condition and student enrollment[153]. Operational Strategies - The company’s "North Star strategy" focuses on growing the business by penetrating existing markets, diversifying offerings, and optimizing operational efficiency[28]. - The company relies on maintaining and expanding industry relationships to attract students and diversify funding sources; failure to do so could adversely affect financial performance[180]. - The company anticipates seeking new program and campus approvals for MIAT during fiscal 2026 after completing two years of audited financials under UTI ownership[137]. - The company must comply with restrictive covenants in debt arrangements; failure to do so could lead to an event of default and immediate repayment obligations[185]. - Future acquisitions may pose integration challenges, including regulatory approvals and capital expenditures, which could affect operating performance[175]. Student Management and Enrollment - The company is dependent on a reliable internal student management system; any issues with this system could disrupt services and negatively impact profitability[192]. - Seasonal fluctuations in student population can lead to revenue volatility, particularly with lower enrollments during the summer months[214]. - The effectiveness of marketing and advertising programs is crucial for recruiting new students, and failure in these efforts could materially impact financial performance[196]. Financial Liabilities and Compliance - The company has recorded total goodwill of $28.5 million as of September 30, 2025, resulting from acquisitions including the Motorcycle Mechanics Institute and Marine Mechanics Institute[208]. - The proprietary loan program allows students to borrow a portion of their tuition if they meet specific criteria, which could impact the company's results of operations if collection performance degrades[200]. - An increase in interest rates could raise the cost of servicing the company's debt, potentially reducing profitability and cash flows[199]. - The company may face significant repayment liability to the Department of Education (ED) if a large number of "borrower defense to repayment" claims are granted, potentially impacting financial condition and growth[169].