Production Performance - Centerra Gold Inc. reported a significant increase in production from the Mount Milligan Mine, achieving a total output of 200,000 ounces of gold and 80 million pounds of copper in 2025, compared to 180,000 ounces of gold and 70 million pounds of copper in 2024, representing an increase of 11.1% and 14.3% respectively [2]. - The Öksüt Mine produced 120,000 ounces of gold in 2025, up from 100,000 ounces in 2024, marking a 20% increase in production year-over-year [2]. - The company's consolidated gold production in 2025 was 275,316 ounces, with copper production at 50.5 million pounds [57]. - Gold production decreased to 275,316 ounces in 2025 from 368,104 ounces in 2024, primarily due to lower gold head grades and recoveries [140]. - Copper production at the Mount Milligan Mine fell to 50.5 million pounds in 2025 from 54.3 million pounds in 2024, attributed to lower throughput [141]. - Gold production increased to 44,105 ounces in Q4 2025 from 37,660 ounces in Q4 2024, driven by higher head grade of 0.44 g/t compared to 0.37 g/t [180]. - Copper production rose to 13.0 million pounds in Q4 2025 from 12.8 million pounds in Q4 2024, attributed to higher recovery rates [181]. Financial Performance - Centerra's total revenue for 2025 was $800 million, a 15% increase from $695 million in 2024, driven by higher gold and copper prices [2]. - Net earnings for Q4 2025 reached $192.8 million, a significant increase from a net loss of $52.5 million in Q4 2024, marking a 467% improvement [17]. - Adjusted net earnings for Q4 2025 were $83.2 million, up 127% from $36.6 million in Q4 2024, driven by higher earnings from mine operations [17]. - For the year ended December 31, 2025, net earnings were $584.0 million, a substantial rise from $80.4 million in 2024, reflecting a 626% increase [21]. - Adjusted net earnings for 2025 were $228.6 million, compared to $152.9 million in 2024, an increase of 50% driven by higher earnings from mining operations [23]. - Total revenue for Q4 2025 was $401.6 million, a 33% increase from $302.4 million in Q4 2024 [16]. - Earnings from mine operations surged to $94.5 million in Q4 2025, compared to $27.3 million in Q4 2024, attributed to higher average realized prices and lower depreciation [174]. Cost and Expenditures - Gold production costs per ounce increased by 15% to $1,259 in Q4 2025 from $1,096 in Q4 2024 [19]. - Gold production costs increased to $1,297 per ounce in 2025 from $913 per ounce in 2024, influenced by lower gold ounces sold and higher mining costs [144]. - All-in sustaining costs on a by-product basis were $1,614 per ounce in 2025, up from $1,148 per ounce in 2024, reflecting higher gold production costs [145]. - Free cash flow decreased to $12.0 million in Q4 2025 from $47.0 million in Q4 2024, attributed to higher capital expenditures [20]. - Free cash flow was $95.0 million in 2025, down from $138.6 million in 2024, mainly due to increased capital spending of $83.8 million at the Thompson Creek Mine [27]. - The expected gold production costs for 2026 are projected to range from $1,500 to $1,600 per ounce, up from $1,297 per ounce in 2025 [60]. - The all-in sustaining costs on a by-product basis for 2026 are expected to be between $1,650 and $1,750 per ounce, compared to $1,614 per ounce in 2025 [61]. Capital Expenditures and Investments - The company expects capital expenditures for 2026 to be approximately $150 million, primarily for the development of the Goldfield Project and the restart of the Thompson Creek Mine [4]. - The Thompson Creek Mine restart requires an estimated capital investment of $425 to $450 million, reflecting inflationary impacts and additional maintenance [37]. - Non-sustaining capital expenditures of $186 million are planned for the Mount Milligan Mine's life extension, primarily for a second tailings storage facility [31]. - The Goldfield Project is expected to require approximately $252 million in total non-sustaining capital expenditures before first production, anticipated by the end of 2028 [67]. - The company's consolidated additions to PP&E for gold and copper assets were $138.3 million, with total capital expenditures of $119.2 million, while 2026 expenditures are projected to be between $155 million and $200 million [66]. Strategic Initiatives - The company is actively pursuing strategic partnerships and potential acquisitions to expand its portfolio in North America and Türkiye [4]. - Centerra is advancing the Goldfield Project, targeting first production by the end of 2028, with an expected average annual production of 150,000 ounces of gold [4]. - The company has initiated an optimization study at the Öksüt Mine, which is expected to enhance recovery rates and reduce operational costs [5]. - The company has initiated a Life of Mine Optimization study at the Öksüt Mine, expected to be completed by the end of 2026 [48]. Market and Economic Factors - The market gold price is projected at $4,500 per ounce, with an average realized gold price at the Mount Milligan Mine estimated at $3,077 per ounce after the Mount Milligan Streaming Agreement [87]. - The market price for copper is expected to be $5.00 per pound, with a realized copper price at the Mount Milligan Mine estimated at $4.20 per pound [87]. - Production costs and taxes are sensitive to gold price fluctuations, with a $250/oz increase in gold price potentially impacting revenues by $45.0 - $46.5 million [89]. - A 10% increase in copper price could lead to an increase in revenues by $21.0 - $25.5 million [89]. - Diesel fuel price is projected at $0.90/litre, with a 10% increase potentially impacting production costs by $2.3 - $3.0 million [89]. - The exchange rate is estimated at $1 USD to $1.38 CAD, with a 10-cent increase in the Canadian dollar impacting production costs by $15.0 - $23.0 million [89]. Risk Management - The company has implemented an enterprise risk management program to address various operational and financial risks [91]. - The company is subject to significant operational risks, including geological risks and potential disruptions from natural disasters [100]. - Centerra's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting [102]. - The company is required to comply with Section 404 of the U.S. Sarbanes-Oxley Act, necessitating an annual assessment of internal control effectiveness [103].

Financial Position - As of December 31, 2025, the company had an unrestricted cash balance of $192,592 and investments held in the Trust Account amounting to $269,835,824[301] - As of December 31, 2025, the company had $1,000,000 in remaining interest earned on funds held in the Trust Account available for working capital requirements[313] - The company had cash outside the Trust Account of $192,592 and $188,708 in accounts payable and accrued expenses as of December 31, 2025[304] - As of December 31, 2025, the Company had $542,975 outstanding under the Amended and Restated Formation and Regulatory Expenses Promissory Note, which allows borrowing up to $600,000[324] - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities as of December 31, 2025[329] Income and Expenses - For the year ended December 31, 2025, the company reported a net income of $9,764,567, with a loss from operations of $1,037,395, primarily due to general and administrative expenses[303] - The Company incurred $180,000 and $30,000 in administrative services expenses under the Administrative Services and Indemnification Agreement for the years ended December 31, 2025 and 2024, respectively[326] - The Company incurred $180,000 and $30,000 in administrative services expenses for the years ended December 31, 2025 and 2024, respectively[326] Initial Public Offering - The company completed its Initial Public Offering on October 25, 2024, raising $250,000,000 from the sale of 25,000,000 Units at $10.00 per Unit[306] - The Over-Allotment Option was partially exercised on December 9, 2024, resulting in the issuance of 800,000 Over-Allotment Option Units, generating additional gross proceeds of $80,000[306] - The underwriters received an underwriting discount of $0.15 per Unit, totaling $3,870,000 upon the closing of the Initial Public Offering and the Over-Allotment Option[333] - The deferred fee to underwriters of $0.35 per Unit amounts to $9,030,000, payable only if the Company completes a business combination[332] - The Company granted underwriters a 45-day option to purchase up to 3,750,000 Over-Allotment Option Units, resulting in the issuance of 800,000 units[331] Business Operations - The company has not engaged in any operations or generated revenues to date, with activities limited to organizational tasks and identifying target companies for business combinations[302] - The Company has not conducted any operations to date, and therefore, no unaudited quarterly operating data is included in the report[329] - The Company is required to register a sale of any securities held by the holders of Founder Shares and Private Placement Shares, including up to three demands for registration[334] Financing and Future Plans - The company expects to incur approximately $1,509,000 for legal, accounting, due diligence, and other expenses associated with structuring and negotiating business combinations[312] - The company intends to use substantially all funds held in the Trust Account to complete its initial business combination, including any interest earned[309] - The company may need to obtain additional financing to complete its initial business combination if the cash portion of the purchase price exceeds available funds from the Trust Account[315] Shareholder Information - The Sponsor paid an aggregate of $25,000 for 57,500,000 Founder Shares, which represents 16.67% of the Company's issued and outstanding shares upon the completion of the Initial Public Offering[322] - The Sponsor agreed to surrender a number of Class B ordinary shares equal to the Class A ordinary shares underlying the Eagle Share Rights after the expiration of the underwriters' Over-Allotment Option[322] - The Class A ordinary shares subject to possible redemption are classified as temporary equity and measured at fair value[336]

Financial Position - As of December 31, 2025, the company had an unrestricted cash balance of $192,592 and investments held in the Trust Account amounting to $269,835,824[301] - As of December 31, 2025, the company had $1,000,000 in remaining interest earned on funds held in the Trust Account available for working capital requirements[313] - The company had cash outside the Trust Account of approximately $250,000 available for identifying and evaluating target businesses[310] - As of December 31, 2025, there was $542,975 outstanding under the Amended and Restated Formation and Regulatory Expenses Promissory Note, which allows borrowing up to $600,000[324] - The Company has no long-term debt, capital lease obligations, or long-term liabilities as of December 31, 2025[329] Income and Expenses - For the year ended December 31, 2025, the company reported a net income of $9,764,567, with a loss from operations of $1,037,395, and non-operating income primarily from interest earned in the Trust Account of $10,801,962[303] - The company incurred general and administrative expenses of $1,037,395 for the year ended December 31, 2025[303] - The Company incurred $180,000 and $30,000 in administrative services expenses under the Administrative Services and Indemnification Agreement for the years ended December 31, 2025 and 2024, respectively[330] - The Company incurred $1,290,000 in reimbursements from underwriters related to the Initial Public Offering[333] Initial Public Offering - The company completed its Initial Public Offering on October 25, 2024, raising $250,000,000 from the sale of 25,000,000 Units at $10.00 per Unit, with additional proceeds from the private sale of 350,000 Private Placement Shares[306] - The underwriters received an underwriting discount of $3,870,000 upon the closing of the Initial Public Offering and the Over-Allotment Option[333] - The deferred fee to underwriters amounts to $9,030,000, payable only if a business combination is completed[332] - The Company granted underwriters a 45-day option to purchase up to 3,750,000 Over-Allotment Option Units, resulting in the issuance of 800,000 units[331] Business Operations - The company has not engaged in any operations or generated revenues to date, with activities limited to organizational efforts and preparing for the Initial Public Offering[302] - The Company has not conducted any operations to date, and thus no unaudited quarterly operating data is included in the report[329] - The Company is required to register a sale of securities held by certain shareholders, including those from Working Capital Loans[334] Business Combination - The company expects to incur approximately $1,509,000 for legal, accounting, due diligence, and other expenses associated with structuring and negotiating business combinations[312] - The company intends to use substantially all funds held in the Trust Account to complete its initial business combination, including any interest earned[309] - The company may need to obtain additional financing to complete its initial business combination if the cash portion of the purchase price exceeds the available amount from the Trust Account[315] Shareholder Information - The Sponsor paid an aggregate of $25,000 for 57,500,000 Founder Shares, which represents 16.67% of the Company's issued and outstanding shares upon the completion of the Initial Public Offering[322] - The Sponsor agreed to surrender a number of Class B ordinary shares equal to the Class A ordinary shares underlying the Eagle Share Rights after the expiration of the underwriters' Over-Allotment Option[322] Equity and Redemption - The Company recognizes changes in redemption value of Class A ordinary shares immediately and adjusts the carrying value to equal the redemption value at the end of each reporting period[336] - The Class A ordinary shares subject to possible redemption are classified as temporary equity and measured at fair value[336] - The Company issued a promissory note allowing borrowing up to $600,000, with $542,975 outstanding as of December 31, 2025[324]

Financial Performance - The company reported net losses of €336.1 million, €176.2 million, and €147.7 million for the years ended December 31, 2025, 2024, and 2023, respectively[39]. - As of December 31, 2025, the company carried forward accumulated tax losses of €912.9 million[39]. - The company expects to incur significant expenses and operating losses for the foreseeable future, with no anticipated profitability unless regulatory approvals for obefazimod are obtained[41]. - The company has identified material weaknesses in its internal controls over financial reporting, which could adversely affect the accuracy and timeliness of its financial reporting[45]. - The company carries goodwill of €18.4 million related to past business acquisitions, which is subject to annual impairment testing[53]. - The company expects to benefit from a Research and Development Tax Credit (CIR) amounting to €3.1 million for 2025, which is subject to audit by French tax authorities[56]. - As of December 31, 2025, the company has accumulated tax losses of €912.9 million, with a potential transfer of €22.5 million from acquired companies pending approval[59]. Product Development and Regulatory Approval - The company has no approved products and has not generated any revenue from product sales to date, relying primarily on research collaborations[37]. - The lead drug candidate, obefazimod, is critical for the company's future revenue generation and profitability[37]. - The company is focused on developing, validating, and maintaining a commercially viable manufacturing process for obefazimod[41]. - The company aims to establish a sales, marketing, and distribution infrastructure to commercialize any drugs for which it obtains marketing approval[42]. - The company has no drug candidates approved for marketing, and future revenue will depend entirely on the successful development and regulatory approval of its lead candidate, obefazimod[66]. - Regulatory approval processes for drug candidates are lengthy and uncertain, with no guarantee of success, which could materially affect the company's financial position[70]. - The company may face significant additional expenses due to ongoing regulatory obligations even after receiving approval for drug candidates[72]. - Undesirable side effects from drug candidates could lead to delays in regulatory approval or market withdrawal, adversely affecting the company's business[77]. - The company has not yet applied for marketing authorization for any drug candidates, which is necessary for commercialization in various jurisdictions[67]. - Clinical trials are inherently uncertain, and failures can occur at any stage, including Phase 3, despite earlier promising results[79]. - The company’s most advanced drug candidate, obefazimod, requires significant investments and may face setbacks that could adversely affect business outlook and financial position[88]. - Regulatory authorities may impose conditions that could delay or prevent the approval of drug candidates, including requiring additional clinical trials[92][93]. - Patient enrollment in clinical trials is critical and may be affected by competition from other pharmaceutical companies targeting the same diseases[95][96]. - The company may need to conduct additional preclinical studies or clinical trials based on negative or inconclusive results from ongoing trials[83][92]. - Variability in clinical trial results can arise from factors such as trial design, patient population differences, and adherence to protocols[83]. - The FDA may not accept data from clinical trials conducted outside the U.S., potentially delaying development plans and harming the business[102]. - Interim, top-line, and preliminary data from clinical trials are subject to change, which could result in material differences from final data[103]. - Disruptions at the FDA due to funding shortages or global health concerns could hinder timely product reviews and approvals, negatively impacting the business[107]. Market and Competitive Landscape - The company is developing drug candidates for inflammatory diseases, with no current similar treatments approved, leading to uncertain market acceptance and profitability[64]. - Market acceptance of products will depend on factors such as prescribers' perceptions, healthcare policies, and reimbursement policies from third-party payors[89][90]. - The company cannot guarantee the commercial success or pricing of its drug candidates, which may take time to gain support from the medical community[84]. - Competing drug candidates from companies like AbbVie and Pfizer may pose challenges, requiring the company's products to demonstrate significant advantages[122]. - Global economic conditions, including geopolitical developments, could adversely impact demand for the company's drug candidates[123]. - Changes in trade policy and regulations may have a material adverse effect on the company's business and financial condition[125]. - The company may face high barriers to entry for new products due to evolving regulations and cost-containment measures implemented by governments[171]. - The reimbursement conditions for drug candidates are beyond the company's control, which could lead to reduced profitability if not favorable[162]. - The company may need to conduct additional health technology assessments to obtain or maintain reimbursement, which could complicate market access[170]. Operational Risks - The company plans to expand its organization and may face challenges in managing this growth, potentially disrupting operations[29]. - The company faces significant operational risks due to international business, including market opportunities being limited to patients ineligible for prior treatments[115]. - The estimates of market opportunity and growth forecasts may prove inaccurate, affecting the company's growth potential[117]. - The company is exposed to significant exchange rate risks between the U.S. dollar and the Euro, which may adversely affect sales and operational costs[126]. - The company does not hedge its currency exposure, leading to potential material adverse effects on its financial condition due to currency transaction risks[127]. - The company relies on a small number of third-party suppliers, including single-source suppliers, for critical raw materials and clinical supplies, which poses a risk to production continuity[128]. - There is no guarantee that third-party manufacturers will comply with regulatory requirements, which could lead to delays in obtaining regulatory approvals for drug candidates[130]. - The company lacks long-term supply agreements with third-party manufacturers, increasing the risk of production delays and cost fluctuations[133]. - The company is dependent on third parties for conducting preclinical studies and clinical trials, and any failure to meet contractual obligations could harm regulatory approval and commercialization efforts[134]. - Compliance with stringent regulatory standards is required for clinical trials, and failure to meet these standards may necessitate repeating trials, delaying the approval process[136]. Human Resources and Legal Risks - The company faces intense competition for attracting and retaining qualified personnel, which is critical for achieving research and commercialization objectives[144]. - Misconduct by employees or third parties could lead to significant legal and financial repercussions, impacting the company's operations and reputation[146]. - Governmental investigations or legal proceedings may incur significant expenses and distract management, potentially affecting the company's financial performance and market competitiveness[149]. - The company lacks infrastructure and resources in sales, marketing, and distribution, which may hinder its ability to compete effectively against established companies[150]. - Significant competitors in the therapeutic treatments market include large pharmaceutical companies such as AbbVie, Eli Lilly, Johnson & Johnson, Pfizer, and Takeda, which possess greater financial resources and expertise[154]. - The company faces challenges in recruiting, training, and retaining effective sales and marketing personnel, which could impact its market presence[152]. Intellectual Property and Cybersecurity - The company is committed to protecting its intellectual property rights, which are crucial for maintaining its competitive advantage[197]. - Patent terms for the company's drug candidates vary by territory, with potential extensions available under certain conditions[199]. - The company may incur significant costs related to security incidents, including notifications to stakeholders and compliance with regulatory requirements[186]. - The company faces challenges in filing and examining patent applications, which may lead to rejections that cannot be overcome[200]. - Competitors may contest the validity of the company's patents, potentially reducing their scope or leading to invalidation[201]. - The company has licenses from CNRS, the University of Montpellier, and Institut Curie for certain patent rights, crucial for the development of obefazimod[205]. - Patent terms for obefazimod's composition expire in 2030, and methods of use patents expire in 2035, posing risks to commercialization[215]. - The company may not seek patent protection in all jurisdictions, leading to potential competition in regions without adequate protection[216]. - The new unitary patent system in Europe, effective June 1, 2023, introduces uncertainties regarding patent enforcement and litigation outcomes[221]. - Geopolitical actions, such as those related to Russia's invasion of Ukraine, may hinder patent application processes and maintenance[222]. - The company may face significant costs and time delays in enforcing intellectual property rights, impacting its financial position[204]. - Legal disputes over intellectual property could result in substantial costs and affect the company's reputation and income[204]. - The company must monitor competitors' activities and ensure compliance with licensing agreements to maintain its rights[207]. - The company may face challenges in protecting its trademarks and trade names, which could adversely affect brand recognition and market competitiveness[223]. - Patent protection is contingent upon compliance with various procedural and fee requirements, and non-compliance could lead to reduced or eliminated patent rights[224]. - Periodic maintenance and renewal fees for patents must be paid to the USPTO and other governmental agencies to maintain patent rights[225]. - Non-compliance with patent application procedures can result in abandonment or lapse of patents, leading to loss of rights in relevant jurisdictions[226]. - The company relies on trade secrets and proprietary information in addition to patents to maintain its competitive position, and failure to protect these could harm its business[227]. Cybersecurity and Operational Disruptions - The company faces significant cybersecurity threats, including ransomware attacks, which can lead to operational disruptions and financial losses[177]. - Remote work has increased risks to the company's information technology systems, exposing vulnerabilities in third-party service providers[179]. - The ongoing war between Ukraine and Russia has caused major implications for the global economy, affecting supply chains and potentially impacting clinical trials[193]. - The company has decided not to include Russia and Belarus in its global Phase 3 clinical program due to the conflict[194]. - The company is subject to evolving data privacy and security obligations, which may require specific security measures to protect sensitive data[185]. - The company has experienced delays in clinical trials due to the outbreak of communicable diseases, which could adversely affect its business and financial position[191]. - The company relies on third-party service providers for critical business operations, which introduces additional cybersecurity risks[180].

Business Strategy - In fiscal 2025, Lowe's continued to execute its Total Home strategy, focusing on professional customers, online business acceleration, and installation services expansion[13] - The company aims to drive Pro penetration by enhancing product assortment and improving job site delivery capabilities, supported by acquisitions of FBM and ADG[15] - The home improvement market is highly fragmented, with Lowe's targeting both DIY and do-it-for-me (DIFM) customers, as well as small to medium-sized Pro customers[16] Store Operations - Lowe's operates 1,759 retail stores averaging approximately 112,000 square feet, with 16 outlet stores offering savings on discontinued or overstocked items[21] - The company has over 540 branch locations specializing in delivery and installation for larger Pro customers, enhancing its service capabilities[25] Workforce and Employment - As of fiscal 2025, Lowe's employed approximately 167,000 full-time and 109,000 part-time associates, with a minimum wage starting at $15 per hour[39][41] - In fiscal 2025, Lowe's received multiple awards for being an employer of choice, including recognition for disability inclusion and being a military-friendly employer[38] - More than 85% of store leadership positions were filled internally in the last year, reflecting the company's commitment to leadership development[47] Community Engagement - The company completed over 2,000 community projects focused on safe and affordable housing, skilled trades education, community improvements, and disaster response[45] - The Lowe's Foundation has invested over $50 million in 2023 to address the skilled trades workforce shortage through partnerships with community colleges and nonprofits[52] Environmental Sustainability - The company aims to achieve net-zero greenhouse gas emissions by 2050, with interim targets of reducing scope 1 and 2 emissions by 42% and scope 3 emissions by 25% below 2021 levels by 2030[57] - Over the past three years, the company has invested more than $400 million in energy efficiency and renewable energy projects, including high-efficiency HVAC units and LED lighting upgrades[59] - The company is a member of the Clean Energy Buyers Association, focusing on renewable energy opportunities and technologies, including community solar and power purchase agreements[61] - The company collaborates with the EPA's SmartWay program to reduce transportation emissions and improve fuel efficiency among freight contractors[62] - The company has implemented a wood sourcing policy to prevent illegal logging and deforestation, ensuring sustainable practices in its supply chain[54] - The company continues to expand its offering of independently certified products that promote environmental sustainability and help customers reduce energy and water consumption[55] - The company participates in the CDP's climate change questionnaires to benchmark environmental practices and enhance transparency in reporting[65] Supply Chain and Delivery - The company has invested in its supply chain, operating more than 120 facilities to ensure efficient product delivery, with most parcel-eligible items delivered within two business days[30][31] - The company offers installation services through independent contractors, with major categories including Kitchens & Bath, Flooring, and Appliances[32] - The company monitors key indicators such as home price appreciation and housing turnover to assess consumer demand for home improvement products[17]

Financial Performance and Liquidity - The company aims to enhance returns through operational and cost efficiencies, focusing on reducing corporate administrative expenses and improving drilling practices[37]. - The management is committed to maintaining adequate liquidity, with a focus on internally-generated cash flows, cash on hand, and proceeds from the West Quito Divestiture, ensuring sufficient liquidity for the next twelve months[37]. - A private placement equity offering on March 3, 2026, raised $15.0 million by selling 1,800,000 shares and 927,273 prefunded warrants at $5.50 per share[37]. - The West Quito Divestiture generated total proceeds of $60.1 million, with $45.6 million used to repay amounts under the 2024 Amended Term Loan Agreement[38]. Reserves and Production - Proved reserves as of December 31, 2025, totaled 59,702 MBoe, with developed reserves at 35,649 MBoe and undeveloped reserves at 24,053 MBoe[53]. - The PV-10 value of total proved reserves was reported at $351.7 million, with a standardized measure of discounted future net cash flows at $343.5 million[53]. - Reserves associated with the West Quito Assets accounted for 6,002 MBoe, approximately 10% of total proved reserves, valued at $36.2 million PV-10[54]. - As of December 31, 2025, total estimated proved reserves decreased to approximately 59.7 MMBoe, down from 64.9 MMBoe in the previous year, representing a net decrease of 5.2 MMBoe[58]. - Proved developed reserves were 35.6 MMBoe, a decrease of approximately 0.7 MMBoe from the previous year, primarily due to negative revisions of 1.8 MMBoe and production of 4.4 MMBoe[58]. - Proved undeveloped (PUD) reserves decreased to 24.1 MMBoe, down 4.6 MMBoe from the previous year, attributed to downward revisions and the transfer of 5.5 MMBoe to proved developed reserves[58]. - Total production volumes for 2025 included 2,251 MBbls of crude oil, 7,452 MMcf of natural gas, and 922 MBbls of natural gas liquids, totaling 4,415 MBoe[69]. - Average daily production for 2025 was 12,096 Boe, a decrease from 12,667 Boe in 2024[69]. - Crude oil production decreased from 2,363 MBbls in 2024 to 2,251 MBbls in 2025, a decline of approximately 4.7%[69]. - Average daily production of oil equivalent (Boe) fell from 12,667 Boe in 2024 to 12,096 Boe in 2025, representing a decrease of about 4.5%[69]. Pricing and Costs - The average WTI crude oil spot price for the 12-month period ended December 31, 2025, was $66.01 per Bbl, and the Henry Hub natural gas spot price was $3.39 per MMBtu[53]. - The average price per barrel of crude oil was $63.51 in 2025, down from $73.89 in 2024, while the average price per barrel of oil equivalent was $37.36, compared to $41.68 in the previous year[69]. - Total average costs per Boe decreased to $23.75 in 2025 from $24.98 in 2024[69]. - Average crude oil price per barrel dropped from $73.89 in 2024 to $63.51 in 2025, a decline of approximately 13.8%[69]. - Average natural gas price per Mcf increased from -$0.28 in 2024 to $0.49 in 2025, indicating a significant recovery[69]. - Total average production cost per Boe decreased from $24.98 in 2024 to $23.75 in 2025, a reduction of about 4.9%[69]. Employee and Workplace Culture - The company had 40 full-time employees as of December 31, 2025, and engages independent contractors and consultants for specific areas[110]. - The company emphasizes a safety-first culture, providing employees with tools, support, education, and incentives to operate safely[111]. - The compensation program is designed to attract and retain talented employees, offering market-competitive compensation and strong health benefits[112]. - The company promotes diversity and inclusion, ensuring all employees are treated fairly and valued[113]. - Employees are required to participate in ongoing environmental, health, and safety engagements, including training and routine meetings[113]. - The company has no collective bargaining agreements with employees and believes it maintains good relations with them[110]. - The company has good relations with its employees, indicating a positive workplace environment[110]. Operational Challenges and Regulatory Environment - The company faced significant competition in acquiring desirable leasehold acreage and production properties, impacting operational strategies[72]. - Major customers, including Western Refining Company L.P. and Sunoco Inc., accounted for 86% and 79% of total sales in 2025 and 2024, respectively[73]. - The company faced significant competition in acquiring desirable leasehold acreage and drilling equipment, impacting operational efficiency[72]. - Seasonal demand fluctuations for crude oil and natural gas can affect quarterly results, with higher demand typically in summer and winter months[74]. - Regulatory compliance costs are expected to increase due to stringent environmental laws and regulations affecting operations[82][81]. - The company has experienced operational risks including potential well blowouts and equipment failures, which could lead to significant liabilities[75]. - The EPA announced new regulations in December 2023 imposing comprehensive restrictions on methane and volatile organic compound emissions from oil and gas facilities, which will increase operational costs[102]. - The Inflation Reduction Act requires the EPA to impose a fee on excess methane emissions starting at $900 per metric ton in 2024, increasing to $1,500 per metric ton in subsequent years[102]. - The company is subject to the National Environmental Policy Act, which may delay oil and gas project developments due to required environmental assessments[105]. - The company operates in areas affected by the EPA's 2015 ozone standard, which could lead to increased regulatory burdens and costs[98]. - The company is facing potential litigation challenges regarding compliance deadlines for new emission standards proposed by the EPA[102]. - The company is actively monitoring and adapting to evolving federal climate policies, which may impact operational strategies[103]. Strategic Growth Initiatives - The company plans to pursue strategic business combinations to acquire high-quality assets and expand its drilling inventory, particularly in the Permian Basin[37]. - On March 10, 2026, the company agreed to acquire 7,090 net acres in Ward County, Texas, from RoadRunner Resource Holding LLC in an all-stock transaction, effective March 1, 2026[37]. - The company has 40,228 gross developed acres and 3,324 gross undeveloped acres in Texas as of December 31, 2025[67]. - The company drilled 6 development wells in 2025, an increase from 4 in 2024[64].

Financial Performance - Average daily net production for Q4 2025 was 11,207 Boe/d (48% oil), down from 12,750 Boe/d in Q4 2024, with total operating revenue of $32.3 million compared to $49.7 million in Q4 2024[5] - Battalion reported a net loss of $12.5 million for Q4 2025, translating to a net loss of $0.76 per share, compared to a net loss of $30.9 million in Q4 2024[8] - Adjusted EBITDA for Q4 2025 was $13.4 million, down from $18.0 million in Q4 2024[8] - Battalion Oil Corporation reported a net income of $1,795,000 for the three months ended December 31, 2025, compared to a net loss of $22,202,000 for the same period in 2024[20] - For the three months ended December 31, 2025, the net loss available to common stockholders was $(12,542) million, compared to $(30,881) million for the same period in 2024[26] - The diluted net loss per common share, as reported, was $(0.76) for Q4 2025, an improvement from $(1.88) in Q4 2024[26] Production and Reserves - Year-end 2025 proved reserves were approximately 59.7 million MMBoe, with a discounted future net cash flow measure of about $343.5 million at SEC price deck[5] - The company’s production volumes for crude oil decreased to 499 MBbls in Q4 2025 from 643 MBbls in Q4 2024, while total production volumes decreased to 1,031 MBoe from 1,173 MBoe[22] - Average daily production for the year ended December 31, 2025, was 12,096 Boe/d, a slight decrease from 12,667 Boe/d in 2024[22] Financial Health - Total current assets increased to $57,164,000 as of December 31, 2025, up from $54,052,000 in 2024, primarily driven by an increase in cash and cash equivalents[18] - The company’s total liabilities decreased to $263,641,000 as of December 31, 2025, from $293,664,000 in 2024, indicating improved financial health[18] - The company reported a total stockholders' deficit of $32,792,000 as of December 31, 2025, compared to a surplus of $4,120,000 in 2024, reflecting challenges in equity[18] Operational Costs - Lease operating expenses increased to $12.86 per Boe in Q4 2025 from $11.26 per Boe in Q4 2024, primarily due to higher repairs and maintenance costs[7] - General and administrative expenses decreased to $4.42 per Boe in Q4 2025 from $6.04 per Boe in Q4 2024, attributed to lower merger and refinancing costs[7] - Battalion Oil's average cost per Boe for production was $27.81 in 2025, slightly higher than $26.94 in 2024, indicating rising operational costs[22] Cash Flow and Investments - Cash flows from operating activities for the year ended December 31, 2025, were $39,090,000, compared to $35,355,000 in 2024, showing an increase in operational efficiency[20] - Battalion Oil's capital expenditures for oil and natural gas were $74,556,000 for the year ended December 31, 2025, compared to $64,625,000 in 2024, indicating ongoing investment in growth[20] - The company prepaid $40.0 million in term loan debt in February 2026 following the West Quito divestiture[5] - Battalion closed a securities purchase agreement for gross proceeds of $15.0 million in March 2026[5] Asset Management - The company completed the sale of West Quito assets for net proceeds of $60.1 million, representing approximately 10% of proved reserves as of December 31, 2025[5] - The acquisition of 7,090 net acres in Ward County was completed in an all-stock transaction, enhancing the company's asset base[5] Market Trends - Battalion Oil's average price for crude oil per Bbl was $57.38 in Q4 2025, down from $68.33 in Q4 2024, reflecting a market trend[22] Non-Cash Charges - The total mark-to-market non-cash charge for the three months ended December 31, 2025, was $(9,313) million, compared to $1,648 million in Q4 2024[26] - The company experienced a significant unrealized loss on derivatives contracts of $(9,312) million in Q4 2025, compared to a gain of $1,648 million in Q4 2024[30] - The asset impairment charge for the three months ended December 31, 2025, was $1,072 million, consistent with the same charge in Q4 2024[30]

Financial Condition - As of December 31, 2025, the company had an accumulated deficit of $978.0 million and reported net losses of $191.1 million and $227.5 million for the years ended December 31, 2025 and 2024, respectively[184]. - The company had $141.4 million in cash, cash equivalents, and marketable securities as of December 31, 2025, which is expected to fund operations for at least the next 12 months[187]. - The company anticipates substantial additional funding will be required to advance the development of its product candidates and may face difficulties in accessing capital[185]. - Limited financial and managerial resources may lead the company to forgo potentially profitable product candidates[258]. - The company’s future revenue and cash resources depend on the success of its collaborations and the achievement of milestones, which may not be realized[226]. Product Development and Regulatory Approval - The company has no products approved for commercial sale and does not expect to generate revenue from commercial product sales for the foreseeable future[184]. - The company plans to seek regulatory approval for its product candidates in the United States and selected foreign countries, which involves compliance with varying regulatory requirements[196]. - The company has not previously submitted a new drug application or biologics license application to the FDA, and the success of its product candidates in clinical trials is uncertain[195]. - The regulatory approval process for novel product candidates may be more complex and lengthy due to the company's unique approach to ADC technology[209]. - The company must demonstrate compliance with FDA requirements for its cell-free manufacturing platform, which remains uncertain as no product has yet received FDA approval[234]. Clinical Trials and Market Acceptance - The success of proprietary product candidates such as STRO-004, STRO-006, and STRO-227 will depend on timely completion of preclinical studies and successful patient enrollment in clinical trials[197]. - Patient enrollment is influenced by various factors, including trial design and competing studies, which may affect the timing of clinical trials[200]. - Market acceptance of product candidates will depend on factors such as safety, efficacy, and the willingness of healthcare providers and payors to adopt new treatments[217]. - The company may face adverse effects on its business if it is unable to complete the development or commercialization of its product candidates due to various risks[194]. Intellectual Property and Competition - The company’s ability to protect its intellectual property is critical, as failure to obtain or maintain patents could adversely affect the development and commercialization of its product candidates[309]. - The company faces risks related to compliance with patent application processes, which could result in the loss of patent rights if not adhered to properly[311]. - The company is aware of several competitors developing antibody-drug conjugates (ADCs) and other cancer immunotherapies, which may affect its market position[263]. - The company faces significant competition in the development of cancer therapeutics, with competitors having greater resources and experience, which may hinder the company's market penetration[262]. Manufacturing and Supply Chain Risks - The company relies on third parties for conducting preclinical studies and clinical trials, which may lead to delays and negatively impact development timelines and financial results[237]. - The company relies on third-party manufacturers for drug supplies, which poses risks if these suppliers fail to meet regulatory requirements or quality standards[239]. - Scaling up manufacturing processes is complex and may result in delays or failures in developing product candidates[247]. - U.S.-China trade relations may impact supply chain operations, potentially increasing costs or complicating the import/export of products[246]. Compliance and Regulatory Challenges - The company is subject to various healthcare laws and regulations, including anti-bribery and fraud laws, which could lead to enforcement actions and penalties[381]. - The federal Anti-Kickback Statute prohibits remuneration to induce referrals or purchases related to federal healthcare programs like Medicare and Medicaid[381]. - The company must ensure compliance with cGMP requirements, as non-compliance could lead to regulatory actions and hinder product sales[358]. - The FDA's evolving standards and increased scrutiny may complicate the approval process for new drugs and therapeutic biologics[354]. Cybersecurity and Operational Risks - Cybersecurity threats, including data breaches and phishing attacks, have increased, potentially disrupting operations and affecting business continuity[287]. - Remote work increases the risk of cybersecurity incidents, necessitating robust IT security measures to protect sensitive information[294]. - The company operates in the San Francisco Bay Area and is vulnerable to natural disasters, which could materially affect its operations and financial condition[300]. Collaborations and Partnerships - The company has entered into several collaborations since 2014 to develop and commercialize cancer and other therapeutics, which represent a significant portion of its product pipeline and revenue[221]. - Collaborations with third parties are crucial for the development and commercialization of product candidates, and any failure in these collaborations could adversely affect the company's financial condition and prospects[224]. - The company may face challenges in entering new collaborations due to intense competition and potential regulatory limitations, impacting its ability to develop and commercialize product candidates[230]. Environmental and Health Regulations - Compliance with environmental and health regulations is critical, and failure to adhere could result in significant fines and operational disruptions[297]. - The company maintains various hazardous materials for research and manufacturing, which are subject to strict regulatory compliance, and any accidents could lead to substantial liabilities[296]. Legislative and Market Dynamics - Price controls imposed by the U.S. or foreign markets may adversely affect the company's future profitability, with potential legislative measures aimed at controlling drug costs[276]. - Future healthcare reforms may lead to more stringent coverage criteria and downward pressure on product pricing, affecting profitability[380]. - The Inflation Reduction Act allows the U.S. Department of Health and Human Services to negotiate prices for certain medicines, which could impact the value of existing patents[346].

Financial Performance - For the year ended December 31, 2025, the company recorded total revenue of approximately $1.2 million, solely from patient services provided by Dura following its acquisition on September 8, 2025 [393]. - The company's net loss for the year ended December 31, 2025, was $28.6 million, compared to a net loss of $25.1 million for the year ended December 31, 2024 [388]. - As of December 31, 2025, the company had an accumulated deficit of $306.9 million and a stockholders' deficit of $15.9 million [388]. - The company recorded a loss of $6.2 million related to convertible note conversions for the year ended December 31, 2025, compared to a loss of $1.3 million in 2024 [411]. - The Company incurred a net loss of $28.6 million for the year ended December 31, 2025, with operating activities using approximately $14.1 million of cash [420]. - The Company expects to continue incurring significant operating losses and may never become profitable without establishing a significant revenue stream [414]. Expenses - The company recorded $3.8 million in research and development expenses for the year ended December 31, 2025, a decrease of $2.4 million from $6.2 million in 2024 [403]. - The cost of patient services for the year ended December 31, 2025, was $0.5 million, reflecting the operations of Dura post-acquisition [402]. - General and administrative expenses for the year ended December 31, 2025, were $13.1 million, a slight decrease from $13.5 million in 2024 [404]. Cash Flow and Financing - The Company generated $23.3 million in net cash from financing activities during the year ended December 31, 2025, compared to $7.4 million in 2024 [419]. - The Company received approximately $8.0 million in net cash proceeds from the ATM Offering through December 31, 2025 [416]. - Net cash used in investing activities was $2.8 million for the year ended December 31, 2025, primarily related to the acquisition of Dura [422]. - The Company may be required to pay up to $3.0 million in contingent earn-out payments based on EBITDA performance following the acquisition of Dura [428]. Liabilities and Deficits - Total liabilities increased to $28.9 million as of December 31, 2025, compared to $26.9 million in 2024 [417]. - The Company has a total stockholders' deficit of $15.9 million as of December 31, 2025, an improvement from $23.2 million in 2024 [417]. - The company has significant doubt about its ability to continue as a going concern for at least twelve months from the date of issuance of the consolidated financial statements [389]. Goodwill and Impairment - The company conducts its annual goodwill impairment assessment on December 31st each year or as impairment indicators dictate [444]. - Management evaluates potential goodwill impairment by assessing qualitative factors such as macroeconomic conditions, industry conditions, and overall financial performance of reporting units [445]. - If the carrying value of a reporting unit exceeds its fair value, the impairment amount recognized is the difference between the carrying amount and fair value [446]. - Fair value estimates may be derived using a discounted cash flow methodology, which includes future cash flow projections and a selected discount rate [447]. - Estimating future cash flows involves significant judgment and assumptions about growth rates, industry factors, and operating conditions [447]. Future Outlook - The company anticipates that revenue will increase in subsequent periods as Dura's operations are fully integrated and clinical capacity expands [394]. - The company plans to pursue additional equity or debt financing to support ongoing clinical activities and general corporate purposes [389]. - The company is not required to provide quantitative and qualitative disclosures about market risk as a smaller reporting company [448].

Financial Performance and Funding - The company has incurred significant operating losses since inception and expects to continue incurring substantial losses for the foreseeable future, with no revenue generated from product sales to date [169]. - The company will require substantial additional funds to advance the development of its Wnt therapeutics platform and product candidates, with significant funds needed for regulatory, manufacturing, marketing, and sales capabilities [171]. - The company anticipates that net operating losses will increase as product candidates advance into clinical development, with profitability contingent on successful development and commercialization [170]. - The company has incurred significant operating losses and does not expect to realize revenue from product sales or royalties in the foreseeable future [194]. - Future equity or debt issuances may dilute existing stockholders' interests and adversely affect stock price [195]. - The company has primarily financed operations through equity securities and may need to rely on public or private equity offerings, debt financing, or other capital sources in the future [172]. Regulatory and Approval Challenges - None of the company's product candidates have received regulatory approval, and the ability to achieve profitability depends on obtaining such approvals and successfully commercializing the candidates [177]. - Clinical trials are subject to rigorous regulatory requirements, and any delays or failures could adversely affect the company's ability to commercialize product candidates [214]. - Obtaining regulatory approval is costly and time-consuming, and failure to secure approvals could materially affect the company's ability to generate revenue from product candidates [345]. - Regulatory approval in one jurisdiction does not guarantee success in obtaining approval in other jurisdictions, necessitating compliance with varying regulatory requirements [347]. - Regulatory changes may require significant modifications to clinical development plans, potentially affecting costs and timelines [218]. Clinical Development and Manufacturing Risks - The company faces risks related to the complexity of manufacturing product candidates, which could delay or halt supply for clinical trials or commercial sale [169]. - The company may experience difficulties in patient enrollment for clinical trials, which could impact the progress of its clinical development activities [169]. - Challenges in clinical trials include delays in subject enrollment, high drop-out rates, and potential manufacturing issues, which could lead to increased costs and affect trial outcomes [185]. - Manufacturing complexities may lead to production difficulties, impacting the supply of product candidates for clinical trials and commercial sale [221]. - The company does not currently own manufacturing facilities and may face challenges in finding replacement manufacturers if needed [225]. Competition and Market Risks - The company is subject to competition from other entities developing similar product candidates, which could adversely affect its ability to commercialize its products [169]. - The company faces competition from entities with greater financial resources and expertise, which could impact its ability to commercialize products [235]. - Market acceptance of current and future product candidates is uncertain, and failure to achieve this could materially impact revenue generation [189]. - The estimated market for the company's product candidates may be smaller than anticipated, adversely affecting future revenues [230]. Intellectual Property and Legal Risks - The success of the company is partially dependent on obtaining and maintaining intellectual property rights, which are crucial for competing effectively in the market [278]. - There is no guarantee that patents related to the company's discovery platform and product candidates will be issued or provide adequate protection, potentially impacting competitive advantage [279]. - The company may face substantial costs in litigation to protect its intellectual property rights, which could divert management's attention and resources [311]. - The company may be required to engage in costly litigation if it cannot settle future claims, which could delay the commercialization of its product candidates [320]. - The company faces significant challenges in protecting its intellectual property rights in foreign jurisdictions, which may lead to substantial costs and divert attention from core business activities [315]. Operational and Management Risks - The company relies on key management and technical personnel for its business plan implementation, and losing any of them could materially affect its operations and financial condition [241]. - Recruiting and retaining qualified scientific and clinical personnel is critical, as competition for such talent is intense, which may limit the company's growth strategy [242]. - The company has limited experience in therapeutic development and may face difficulties in managing growth and expanding operations as product candidates advance through clinical trials [243]. - The company relies on third-party clinical investigators and contract research organizations (CROs) for preclinical studies and clinical trials, which reduces control over timing and quality [205]. Compliance and Regulatory Burdens - Compliance with good laboratory practice (GLP), good clinical practice (GCP), and current good manufacturing practice (cGMP) is mandatory, and failure to comply may result in unreliable clinical data [206]. - Non-compliance with healthcare laws could lead to enforcement actions, affecting the ability to market and sell product candidates [362]. - Compliance with evolving privacy laws may require onerous contractual obligations and could restrict data collection and usage [264]. - The company may incur substantial costs to comply with environmental, health, and safety regulations, with potential fines for violations [272]. Strategic Partnerships and Collaborations - Strategic partnerships, such as the collaboration with Boehringer Ingelheim for SZN-413, are being pursued to enhance product development capabilities [201]. - Termination of collaboration agreements could force the company to independently develop product candidates, potentially harming its business and financial condition [204]. - Collaborations with third parties for product development may pose risks, including insufficient funding or abandonment of projects based on clinical trial results [276].