Financial Performance - Net sales in fiscal 2025 decreased by 9.8% to $565.2 million compared to $626.6 million in fiscal 2024[160]. - Net loss in fiscal 2025 was ($16.2) million, an improvement from a net loss of ($43.6) million in fiscal 2024[160]. - Adjusted EBITDA in fiscal 2025 increased to $24.9 million, up from $14.6 million in fiscal 2024, representing 4.4% of net sales[160][178]. - Gross profit decreased by $6.9 million, or 2.2%, to $301.6 million, but gross margin improved to 53.4% from 49.2%[168]. - Selling, general and administrative expenses decreased by $27.1 million, or 8.0%, to $310.5 million, with expenses as a percentage of net sales at 54.9%[169]. - Interest expense increased to $5.2 million in fiscal 2025 from $4.6 million in fiscal 2024 due to higher outstanding debt[171]. - The decline in net sales was attributed to reduced direct-to-consumer sales and one less week in fiscal 2025[167]. Cash Flow and Capital Expenditures - Free cash flow increased by $41.8 million to $16.6 million in fiscal 2025 compared to a negative free cash flow of ($25.2) million in fiscal 2024[179]. - For fiscal 2025, net cash provided by operating activities was $24.2 million, primarily driven by a $35.2 million decrease in inventory[186]. - The company spent $17.8 million on capital expenditures in fiscal 2025, including investments in software hosting[181]. - Net cash used in investing activities for fiscal 2025 was $7.4 million, primarily for purchases of property and equipment[189]. - The company experienced a significant cash decrease of $28.8 million in fiscal 2024, compared to an increase of $13.0 million in fiscal 2025[184]. Credit and Financing - The company entered into a new credit agreement on April 28, 2025, providing for borrowings of up to $100 million[195]. - The new credit agreement allows for a maturity date of April 28, 2030, providing flexibility for seasonal inventory builds[198]. - The company has a credit facility with a revolving commitment that was amended to $100 million, down from $200 million[194]. - The company believes that cash flow from operating activities and the credit facility will be sufficient to cover working capital needs for the foreseeable future[182]. Taxation - The effective tax rate related to controlling interest was (7.8%) in fiscal 2025 compared to (5.7%) in fiscal 2024[172]. - The company uses the asset and liability method for accounting income taxes, recognizing deferred tax assets and liabilities based on differences between U.S. GAAP and tax bases[216]. - Net deferred tax assets are recorded only if they are expected to be realized, considering both positive and negative evidence[217]. - A valuation allowance was recognized for the years ended February 1, 2026, and February 2, 2025, indicating potential realizability issues with deferred income tax assets[217]. - The company establishes assets and liabilities for uncertain tax positions using a more-likely-than-not recognition threshold[218]. - Penalties and interest related to uncertain tax positions are recognized as income tax expense[218]. - The company measures deferred tax assets and liabilities using enacted tax rates expected to be in effect when differences reverse[216]. - The company considers future taxable income and tax planning strategies in determining the realizability of deferred tax assets[217]. - Further details on income taxes can be found in Note 9 of the Consolidated Financial Statements included in the Annual Report[219]. Operational Developments - The company opened two new stores, contributing to an increase in store net sales[167]. - As of February 1, 2026, the company's working capital was $63.8 million, including cash and cash equivalents of $16.3 million[180]. - For fiscal 2024, net cash used in operating activities was $16.9 million, with a net loss of ($43.6) million[188]. - The company has not made any material changes to its assumptions regarding obsolescence and shrinkage reserves during the reported periods[215]. - The company has not recorded significant adjustments related to the physical inventory process during the periods presented[215].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File No. 001-41153 ALPHA STAR ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or oth ...

Financial Performance - The company reported a net loss of $(847,048) for the year ended December 31, 2025, compared to a net income of $1,344,563 for 2024, with formation and operational costs of $887,584 and $913,909 respectively[197]. - Net cash used in operating activities was $(651,811) for 2025, compared to $(243,395) for 2024, primarily due to the net loss and changes in interest earned[200]. Initial Public Offering - The company generated gross proceeds of $115,000,000 from the initial public offering of 11,500,000 Units and an additional $3,300,000 from the sale of 330,000 Private Units[198]. - The company incurred $5,669,696 in transaction costs related to the initial public offering, including $2,300,000 in underwriting fees[199]. - The deferred underwriting commissions were reduced from $2,875,000 to $950,000, to be paid upon the closing of a business combination[214]. Trust Account and Investments - As of December 31, 2025, the company had investments held in the Trust Account amounting to $718,072, down from $11,111,853 in 2024[201]. - The company has no cash held outside the Trust Account as of December 31, 2025, and intends to use funds from the Trust Account to complete its business combination[202]. - The net proceeds from the initial public offering and private placement units will be invested in U.S. government treasury bills with a maturity of 185 days or less[222]. - The investments will also include money market funds that comply with Rule 2a-7 under the Investment Company Act, focusing on direct U.S. government treasury obligations[222]. - Due to the short-term nature of these investments, the company anticipates no material exposure to interest rate risk[222]. Capital and Financing - The company issued promissory notes totaling $6,245,961 to the Sponsor, which are repayable upon the consummation of the initial business combination[208]. - The company plans to raise additional capital to meet expenditures required for operating its business and completing a business combination[210]. - The company has no off-balance sheet financing arrangements or long-term liabilities other than a monthly fee of $10,000 to the Sponsor for administrative services[211][212].

Financial Performance - Consolidated net income for 2025 was $11.1 million, an increase of 26.1% from $8.8 million in 2024, with basic earnings per share rising to $2.43 from $1.94[193]. - Total consolidated assets increased by 5.8% to $1.62 billion in 2025, up from $1.53 billion in 2024[195]. - Total investments rose by 30.1% to $328.3 million, representing 20.3% of total assets, compared to 16.5% in 2024[195]. - Net loans and loans held for sale increased by 1.5% to $1.17 billion, accounting for 72.5% of total assets[195]. - Total deposits grew by 3.9% to $1.21 billion in 2025, compared to $1.17 billion in 2024[196]. - The Company's total capital increased to $80.9 million in 2025 from $66.5 million in 2024, reflecting net income and a decrease in accumulated other comprehensive loss[197]. - Return on average assets improved to 0.71% in 2025 from 0.60% in 2024, while return on average equity rose to 15.29% from 13.38%[199]. - Net interest income increased by $4.8 million to $44.0 million for 2025, compared to $39.3 million in 2024[211]. - The net interest margin improved to 2.93% in 2025 from 2.77% in 2024, driven by a 24 basis points increase in average yield on interest earning assets[210]. - The tax equivalent net interest income for 2025 was $44,034 thousand, compared to $39,270 thousand in 2024[217]. Regulatory Environment - The Dodd-Frank Act has increased regulatory requirements, including provisions for executive compensation and capital standards[36]. - The Company is subject to regulation and supervision by the FRB, FDIC, and DFR, which impacts its operational flexibility[32]. - The Company has not elected to become a financial holding company, limiting its activities to banking and related services[41]. - Union is subject to the Community Reinvestment Act, which mandates banks to serve the credit needs of low- and moderate-income communities[48]. - The company is required to comply with enhanced customer due diligence regulations since 2018, focusing on the collection of information on beneficial owners of legal entity customers[70]. - The company and Union are required to comply with various consumer protection laws, including the Dodd-Frank Act, which imposes additional disclosure requirements[63]. - The Company has adopted a clawback policy in November 2023, aligning with new regulatory requirements for executive compensation[45]. - The capital adequacy guidelines require a minimum common equity Tier 1 capital ratio of 4.5% and a minimum Tier 1 risk-based ratio of 6.0%[51]. - The FDICIA restricts brokered deposits unless the institution is well capitalized; Union has established accounts with approved investment brokers to accept such deposits[47]. - As of the latest examination, Union has no enforcement actions against it, indicating a stable regulatory standing[44]. Operational Risks - The Company faces risks related to environmental liabilities from properties acquired through foreclosure, which could lead to significant costs[98]. - The performance of the Federal Home Loan Bank of Boston is critical for the Company's liquidity needs, and any deterioration could adversely affect financial condition[96]. - The Company may incur fines and penalties from regulatory violations, which could have a material adverse effect on its business and reputation[107]. - The company faces risks from operational fraud, including check fraud and wire fraud, which could adversely affect financial results[126]. - The company relies on third-party vendors for critical infrastructure, which poses risks of operational failures and potential financial losses[127]. - Cybersecurity threats and attacks are a significant risk, potentially leading to unauthorized access and financial losses[128]. - The company maintains an insurance policy for cybersecurity risks, but there is no assurance it will cover all potential losses[132]. - The accuracy of financial statements may be affected by judgments and estimates in critical accounting policies[114]. - The company's Board of Directors oversees the risk management framework, including cybersecurity, to ensure compliance with applicable regulations[152]. - Regular cybersecurity risk assessments and monitoring are conducted to identify vulnerabilities and enhance the company's resilience against cyber threats[157]. Market Conditions - Competition for loans and deposits is strong, with the Company focusing on personal service and community relationships to attract customers[25]. - The Company seeks to capitalize on local autonomy and personal service to compete with larger financial institutions[26]. - The financial services industry is highly competitive, with emerging technologies intensifying competition and potentially disrupting traditional banking services[149]. - Competition in the local banking industry may impair the company's ability to attract and retain customers, impacting loan growth and financial condition[138]. - The company faces significant risks from external economic factors, including changes in monetary policy and inflation, which could adversely affect financial performance[144]. - General market and economic conditions, including interest rates and unemployment, continue to impact the company's financial results and may lead to increased loan delinquencies[145]. Employee and Workplace - The Company employed 195 full-time employees as of December 31, 2025, emphasizing a supportive workplace and competitive compensation[22]. - The Company has a whistleblower program to ensure a safe workplace and promote reporting of safety concerns[22]. Loan and Deposit Management - For the year ended December 31, 2025, the Company's rate of average loans to average deposits was 98.4%[24]. - The Company offers a variety of services, including commercial loans, residential mortgages, and online banking services[23]. - As of December 31, 2025, approximately 41% of the company's loan portfolio consisted of commercial and commercial real estate loans, which historically pose greater credit risks compared to residential mortgage loans[85]. - The carrying value of the company's investment securities portfolio was approximately $326.3 million as of December 31, 2025, with potential fluctuations in fair value due to external factors[89]. - The company has adopted asset and liability management policies to minimize the adverse effects of interest rate changes on net interest income, which is crucial for profitability[86]. - The company maintains an allowance for credit losses to cover expected loan defaults, which may need to be increased based on regulatory evaluations and market conditions[82]. - Prepayments of loans by customers may negatively affect the Company's interest income, impacting overall financial performance[97]. - Interest expense increased primarily due to higher utilization of wholesale funding and increased rates on customer deposits[191]. - The Company continues to manage net interest margin and spread through disciplined loan and deposit pricing strategies[192]. Growth and Expansion - The company has expanded its banking operations into New Hampshire, including the opening of new branches in Lincoln (2014) and North Conway (2023)[68]. - The Company operates 13 community banking locations in Vermont and five in New Hampshire as of December 31, 2025[161].

Revenue Performance - Net revenue increased by 33% to $0.8 million in Q4 2025, compared to $0.6 million in Q4 2024[4] - FY 2025 net revenue decreased to $2.6 million from $3.2 million in FY 2024[4] - Net revenue for the year ended December 31, 2025, was $2,553 million, a decrease of 20% from $3,189 million in 2024[27] Gross Margin - Gross margin improved to 57.7% in Q4 2025, up from 23.3% in Q4 2024, representing a 3,443 basis point increase[4] - FY 2025 gross margin increased by 500 basis points to 50.6%, compared to 45.6% in FY 2024[4] Cash and Cash Equivalents - Cash and cash equivalents totaled $100.6 million as of December 31, 2025[4] - Cash and cash equivalents at the end of the period were $100,587 million, down from $112,974 million at the beginning of the period[29] Operating Expenses and Losses - Total operating expenses increased significantly to $21,810 million in 2025, up 42.3% from $15,343 million in 2024[27] - Operating loss widened to $20,519 million in 2025, compared to a loss of $13,889 million in 2024[27] - Net loss for 2025 was $11,401 million, an increase from a net loss of $10,316 million in 2024[27] - Net loss per share improved to $(0.57) in 2025 from $(0.94) in 2024[27] Investment and Product Development - The company introduced two hospitality-specific product tiers aimed at enhancing guest experiences and driving revenue growth[3] - Continued investment in artificial intelligence, with a focus on guest personalization, is expected to capitalize on a projected 50% allocation of AI budgets in hospitality by 2030[7] - The AI Concierge product, which integrates real-time conversational AI with navigation technology, is now commercially available following a successful pilot program[9] - The company plans to expand its sales and marketing initiatives to drive adoption of its AI Concierge and future AI-enabled capabilities[12] Liabilities - Phunware's total liabilities increased to $24.6 million in 2025 from $7.6 million in 2024[25] Other Income - Total other income increased to $9,099 million in 2025, compared to $3,614 million in 2024[27] Cash Flow from Operations - Net cash used in operating activities from continued operations was $12,467 million in 2025, slightly improved from $13,125 million in 2024[29] - Proceeds from sales of common stock were $80 million in 2025, significantly lower than $122,342 million in 2024[29]

Financial Performance and Losses - The company incurred net losses of €45.6 million, €46.1 million, and €42.7 million for the years ended December 31, 2025, 2024, and 2023, respectively, with an accumulated deficit of €377.8 million as of December 31, 2025[54]. - The company expects to continue incurring significant net losses as it advances izicopan into additional clinical trials, with cash used for operating activities amounting to €35.3 million and €48.6 million for the years ended December 31, 2025, and 2024, respectively[55][61]. - The company anticipates needing substantial additional funding to continue its operations and may face delays or reductions in product development if unable to raise capital[61][64]. - The company may incur significant commercialization expenses related to product sales, marketing, and distribution if it obtains marketing approval for its product candidates[61]. - The company may face significant fluctuations in financial condition and operating results from quarter to quarter and year to year due to various uncontrollable factors[69]. Regulatory Approvals and Market Authorization - The company received Emergency Use Authorization (EUA) for GOHIBIC (vilobelimab) in the United States in April 2023 and market authorization in Europe in January 2025[66]. - The company has not yet received marketing approval for any product candidates, which poses a risk to future revenue generation[99]. - The marketing approval process is lengthy and uncertain, with no current applications submitted for any product candidates in the U.S. or other jurisdictions[98]. - The company is not permitted to market any product candidates without obtaining necessary marketing approvals from regulatory authorities[76]. - The company received Emergency Use Authorization (EUA) for GOHIBIC (vilobelimab) in April 2023, but it remains subject to ongoing regulatory oversight[78]. Clinical Trials and Development Risks - The clinical development of product candidates is subject to significant risks, including potential failure at any stage, which may delay regulatory approval for years[88]. - Inability to complete clinical trials could lead to additional costs and impair revenue generation from product sales and milestones[89]. - Failure to demonstrate safety and efficacy in clinical trials would significantly harm the company's business prospects[90]. - Patient enrollment in clinical trials is critical, and difficulties in this area could delay development and revenue generation[104]. - The company acknowledges that delays in clinical trials could significantly increase product development costs and impair commercialization efforts[125]. Intellectual Property and Patent Risks - The success of the company depends on obtaining and maintaining intellectual property protection for its product candidates, which is a complex and costly process[178]. - The patent position of the company may be uncertain, and challenges to patents could limit the ability to prevent competitors from commercializing similar products[180]. - The company’s patent portfolio consists of six families of patents related to C5a and C5aR inhibitors, but the breadth of claims that may be allowed or enforced is unpredictable[192]. - The company cannot assure that any of its patent applications will be found patentable, which could limit its competitive advantage[193]. - The company may struggle to enforce its intellectual property rights globally due to varying patent laws and enforcement challenges in different jurisdictions[212]. Manufacturing and Supply Chain Risks - The company relies on third-party manufacturers for the clinical and commercial supply of vilobelimab, which introduces risks related to political and economic disruptions, particularly in China[159]. - Manufacturing biologics like vilobelimab is highly susceptible to product loss due to contamination, equipment failure, and other risks, which could lead to significant delays in development programs[164]. - The manufacturing process is subject to quality control risks, and any failure to comply with cGMP standards could adversely affect the company's operations and financial results[165]. - The inability of third-party manufacturers to scale production or optimize yield may increase manufacturing costs and delay commercialization[169]. - The company may incur additional costs and delays if it needs to secure alternative supply arrangements for its products[160]. Competition and Market Challenges - Market acceptance by physicians and patients is crucial for commercial success, and existing therapies may hinder the adoption of new products[107]. - The company faces challenges in obtaining adequate reimbursement levels from third-party payors, which could affect pricing and demand for its products[112]. - The company may face significant uncertainty related to third-party payor coverage and reimbursement for newly approved drugs, which could impact revenue generation[114]. - The company is focusing on developing product candidates for specific indications deemed most likely to succeed, potentially foregoing other profitable opportunities[120]. - Competition for collaboration agreements is significant, and the success of these collaborations will depend on various factors including the differentiation of product candidates and regulatory approval likelihood[171]. Employee and Operational Risks - As of December 31, 2025, the company had 65 full-time or part-time employees, indicating limited resources for operations and development[225]. - The biotechnology and pharmaceuticals industry has experienced high turnover rates, which could hinder the company's ability to implement its business strategy successfully[227]. - The company faces intense competition for hiring qualified personnel, which may limit its ability to attract and retain key employees[228]. - Misconduct by employees, contractors, or consultants could lead to significant liability and harm the company's reputation[231]. - The company relies heavily on its executive officers and directors, and their loss could materially harm business operations[226]. Financial Market and Shareholder Risks - The trading price of the company's ordinary shares has been highly volatile, influenced by various factors including clinical trial results and regulatory actions[232]. - Future sales of a substantial number of ordinary shares could adversely affect the share price and dilute existing shareholders[234]. - The company has an at-the-market program for the sale of ordinary shares with an aggregate offering price of up to $75 million, which may impact share price[234]. - The company has registered ordinary shares under its equity incentive plans, allowing for potential dilution if these shares are sold in the public market[235]. - The company must maintain and renew its operational structure to avoid disruptions, which requires significant capital expenditure[230].

Financial Performance - Milestone Pharmaceuticals reported a net loss of $63.1 million or $0.75 per share for the full year 2025, compared to a net loss of $41.5 million or $0.67 per share for the prior year[15]. - Milestone Pharmaceuticals reported revenue of $1,546,000 for the year ended December 31, 2025, compared to $0 in 2024[37]. - The net loss for 2025 was $63,058,000, compared to a net loss of $41,519,000 in 2024, indicating an increase in losses of about 52%[37]. - Total liabilities increased to $71,792,000 in 2025 from $62,352,000 in 2024, which is an increase of approximately 15%[35]. - Shareholders' equity improved to $41,769,000 in 2025, up from $13,147,000 in 2024, representing a growth of about 217%[35]. Revenue and Cash Position - The company recorded $1.5 million in revenue for the fourth quarter of 2025, resulting from a milestone payment related to the FDA approval of CARDAMYST[15]. - As of December 31, 2025, Milestone had cash, cash equivalents, and short-term investments of $106.0 million, up from $69.7 million at the end of 2024[15]. - Cash and cash equivalents rose significantly to $73,046,000 in 2025, up from $25,314,000 in 2024, marking an increase of about 188%[35]. - Milestone anticipates a cash runway supported by a $94 million financing from the RTW Royalty Purchase Agreement[32]. Product Development and Approvals - CARDAMYST nasal spray was approved by the FDA on December 12, 2025, marking the first new treatment option for over two million patients with PSVT in 30 years[5][6]. - Participants using CARDAMYST in clinical studies were 2x more likely to convert symptomatic PSVT to sinus rhythm and did so more than 3x faster compared to placebo[5]. - The marketing authorization application for etripamil nasal spray in PSVT has been accepted by the European Medicines Agency, with a decision expected by the first half of 2027[10]. - Milestone plans to initiate a Phase 3 program for etripamil in patients with AFib-RVR, leveraging the initial PSVT indication[8]. - The company plans to commence a Phase 3 study in AFib-RVR, with expectations for future interactions with regulatory bodies like the FDA and EMA[30]. Sales and Marketing - The national sales force was fully deployed within eight weeks of FDA approval, consisting of approximately 60 sales representatives targeting cardiologists and electrophysiologists[10]. - Commercial expenses for the fourth quarter of 2025 were $8.2 million, compared to $4.4 million for the prior year period, driven by increased personnel and operational costs for the launch of CARDAMYST[15]. Research and Development - Research and development expenses net of tax credits were $18,108,000 in 2025, compared to $14,357,000 in 2024, reflecting a rise of approximately 26%[37]. - Total current assets increased to $111,921,000 in 2025 from $73,926,000 in 2024, representing a growth of approximately 51%[35]. - The weighted average number of shares outstanding increased to 83,882,800 in 2025 from 62,210,702 in 2024, indicating a rise of approximately 35%[37].

Employment and Workforce - As of January 31, 2026, the company employed approximately 33,000 associates, with about 21,000 being part-time[69]. - The company emphasizes a high-performance culture where associates are empowered and engaged to deliver their best work[64]. - The company has a strong focus on community impact, supporting associates in giving back through donation matching and volunteer opportunities[67]. Financial Position - The company's outstanding long-term debt as of January 31, 2026, includes $383 million in variable interest rate borrowings under the Term Loan Facility[312]. - The principal value of the company's outstanding debt as of January 31, 2026, is $983 million, with an estimated fair value of $971 million[313]. - The investment portfolio as of January 31, 2026, primarily consists of money market funds and bank deposits, with no material risk to principal from interest rate changes[311]. Risk Management - The company has operations in foreign countries, exposing it to foreign currency exchange rate fluctuations, particularly in Canadian dollars, Chinese Yuan, and Euros[309]. - The company utilizes derivative financial instruments to manage exposure to market risks, including foreign currency and interest rate risks[308]. Compensation and Equity - The company is committed to pay equity across gender, race, and background, conducting periodic third-party reviews to ensure fairness in pay programs[71]. - The company’s competitive compensation and benefits include paid parental leave, tuition assistance, and wellness programs[70].

Revenue Performance - The Group's revenues for 2025 were €1,916,947 thousand, a slight decrease of 1.5% from €1,946,647 thousand in 2024, but an increase of 0.7% from €1,904,549 thousand in 2023[372]. - Revenues for the year ended December 31, 2025 amounted to €1,916,947 thousand, a decrease of €29,700 thousand or -1.5% compared to €1,946,647 thousand in 2024, with a +1.1% organic growth[417]. - Revenues for the year ended December 31, 2024, amounted to €1,946,647 thousand, an increase of €42,098 thousand or +2.2% compared to €1,904,549 thousand for 2023[418]. - The ZEGNA brand generated revenues of €1,163,722 thousand in 2024, reflecting an increase of €54,231 thousand or +4.9% compared to 2023, driven by strong demand for luxury leisurewear and footwear[422]. - Thom Browne revenues decreased by €63,698 thousand or -16.8% in 2024, primarily due to a decline in the wholesale channel, which fell by €66,342 thousand[426]. - TOM FORD FASHION revenues increased by €78,983 thousand or +33.5% in 2024, benefiting from a full year contribution following the TFI Acquisition on April 28, 2023[426]. - Direct to Consumer (DTC) revenues for the ZEGNA brand reached €1,045,275 thousand in 2025, an increase of €40,967 thousand or +4.1% compared to 2024[427]. - Total DTC revenues increased by €58,307 thousand or +4.2% in 2025, representing 82.0% of branded products[427]. - Wholesale branded revenues decreased by €84,147 thousand or -20.9% in 2025, with Thom Browne wholesale revenues declining by €51,670 thousand or -40.2%[428]. - The Americas region experienced a revenue increase of €41,279 thousand or +7.9% (+12.0% Organic) driven by strong performance in the DTC channel[438]. - The Greater China Region reported a revenue decrease of €74,205 thousand or -14.6% (-11.9% Organic) due to challenging conditions in the luxury sector[436]. Profitability and Financial Metrics - Adjusted EBIT for 2025 was €162,960 thousand, down 11.5% from €184,020 thousand in 2024 and down 26% from €220,212 thousand in 2023[372]. - Operating profit for 2025 was €139,480 thousand, representing 7.3% of revenues, down from €166,852 thousand or 8.6% in 2024[414]. - The Group's gross profit margin improved to 67.5% in 2025 from 66.6% in 2024, despite a decrease in revenues[414]. - The Group's profit before taxes for 2025 was €140,042 thousand, a 7.3% margin, compared to €130,608 thousand in 2024[414]. - The Group's effective tax rate was impacted by geographical earnings mix, with income taxes of €30,555 thousand in 2025[415]. - The effective tax rate for 2025 was 21.8%, a decrease from 30.4% in 2024, primarily due to higher non-taxable income and lower charges for uncertain tax positions[506]. - Adjusted EBIT for the Zegna segment in 2025 was €196,708 thousand, up €9,110 thousand or +4.9% from 2024, with an Adjusted EBIT Margin of 14.4%[520]. - Adjusted EBIT for the Thom Browne segment fell to €952 thousand in 2025, a decrease of €26,367 thousand or -96.5% from 2024, with an Adjusted EBIT Margin of 0.4%[527]. - The overall Adjusted EBIT for the company decreased to €162,960 thousand in 2025, down €21,060 thousand or -11.4% from 2024[511]. Strategic Acquisitions and Business Expansion - The Group completed the TFI Acquisition on April 28, 2023, acquiring 85% of TFI for $150 million, which included the TOM FORD FASHION business and expanded its store network to 66 DOSs by December 31, 2025[390]. - The Group acquired the ZEGNA business in Qatar on December 7, 2025, for €1.1 million, converting two retail stores from wholesale to DTC[391]. - An additional 7.5% interest in Norda Run was acquired for €4.0 million on December 3, 2025, increasing the Group's total interest to 32.5%[392]. - The Group acquired a 100% interest in Ermenegildo Zegna Korea Co. Ltd for €11,510 thousand, including €8,970 thousand in cash, and began operating its ZEGNA business in South Korea with 16 retail stores[393]. - The Group and Prada Group completed the acquisition of a 30% interest in Luigi Fedeli e Figlio S.r.l. for €4.7 million, with each group acquiring 15%[394]. - The Group acquired the Thom Browne business in South Korea for an original cash consideration of €7,991 thousand, with additional deferred payments totaling €18,663 thousand scheduled through 2025[395]. - The company plans to expand its DTC store network with 28 net store openings, including conversions from wholesale to DTC in South Korea and Canada[429]. - The DTC channel's expansion included 7 net store openings for Thom Browne, increasing the total to 123 DTC stores by December 31, 2025[423]. - The Group's presence spans over 80 countries worldwide, leveraging both DTC and wholesale distribution channels to enhance market reach[371]. Cost Management and Operational Efficiency - Inflationary pressures in recent years have led to higher operational costs, prompting the Group to implement selective pricing initiatives and operational efficiency measures[376]. - The Group's focus on the DTC channel has required significant capital investments, impacting operating profit margins in 2024 and 2025 compared to 2023[387]. - Cost of sales for 2025 was €622,910 thousand, a decrease of €27,177 thousand or -4.2% compared to 2024, with cost of sales as a percentage of revenues decreasing from 33.4% to 32.5%[441]. - Selling, general and administrative expenses for 2025 amounted to €1,033,871 thousand, an increase of €25,547 thousand or +2.5% compared to €1,008,324 thousand in 2024[455]. - Selling, general and administrative expenses as a percentage of revenues increased from 51.8% in 2024 to 53.9% in 2025[455]. - Marketing expenses for 2025 amounted to €120,686 thousand, a decrease of €698 thousand or -0.6% compared to €121,384 thousand in 2024[466]. - The Zegna segment's selling, general and administrative expenses included €3,184 thousand for provisions related to expected losses from Saks Global's bankruptcy[521]. Cash Flow and Financial Position - Net cash flows from operating activities increased to €335,559 thousand in 2025 from €279,129 thousand in 2024, a positive change of €56,430 thousand[562]. - Cash absorbed from other operating assets and liabilities improved by €43,402 thousand, with cash absorbed of €42,971 thousand in 2025 compared to €86,373 thousand in 2024[562]. - Net cash flows used in investing activities decreased to €109,915 thousand in 2025 from €126,014 thousand in 2024, reflecting a positive change of €16,099 thousand[564]. - Cash and cash equivalents at the end of 2025 were €220,121 thousand, a slight increase of €991 thousand from €219,130 thousand at the end of 2024[561]. - Taxes paid decreased to €37,450 thousand in 2025 from €52,772 thousand in 2024, a reduction of €15,322 thousand[563]. - Profit excluding non-cash items decreased to €458,058 thousand in 2025 from €487,980 thousand in 2024, a decline of €29,922 thousand[563]. - Higher interest paid increased to €39,590 thousand in 2025 from €38,140 thousand in 2024, an increase of €1,450 thousand[563].

Financial Performance - The company incurred a net loss of $63.1 million and $41.5 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $430.6 million as of December 31, 2025[155]. - The company expects to continue incurring significant operating losses until revenue from CARDAMYST is sufficient to fund operations[155]. - The company requires substantial additional funding to finance operations and may face challenges in raising capital on acceptable terms[167]. Product Development and Clinical Trials - Future expenses are anticipated to increase due to ongoing development of etripamil, including planned Phase 3 and potential Phase 4 clinical trials[156]. - The NODE-301 trial of etripamil for PSVT did not meet its primary endpoint, highlighting the uncertainty in achieving regulatory approval for additional product candidates[168]. - The company currently has one approved product, CARDAMYST™ (etripamil) nasal spray, and is pursuing clinical development for additional indications of etripamil[178]. - The approval process for new indications of etripamil or any future product candidates is unpredictable and may take many years, affecting revenue generation[179]. - The company has invested significant resources in the development of etripamil and aims to obtain regulatory approval for subsequent indications[182]. - On November 11, 2023, the company announced positive Phase 2 clinical trial data for etripamil in treating AFib-RVR and plans to conduct Phase 3 development[186]. - The company may face substantial delays or difficulties in clinical trials, which could impact the commercialization of etripamil and future product candidates[194]. - Clinical trial results may be inconclusive or raise safety concerns, potentially delaying marketing approvals[198]. - Patient enrollment and retention in clinical trials are critical, and difficulties in identifying patients may delay development and approval of etripamil[204]. - Negative results from clinical trials can hinder patient recruitment for future studies, as seen with the failed primary endpoint in the NODE-301 trial[205]. - The potential for undesirable side effects could delay or prevent regulatory approval and limit commercial potential[206]. - The company may experience increased product development costs due to delays in testing or obtaining marketing approvals[201]. - Clinical trials for product candidates are expensive and time-consuming, with successful completion expected to take several years[203]. Market and Commercialization Risks - The company is in the preliminary stages of commercializing CARDAMYST for the treatment of PSVT, which is critical for achieving profitability[158]. - The revenue will depend on market size, product pricing, and the ability to obtain coverage and reimbursement[159]. - Unfavorable global economic conditions could adversely affect the company's business and financial condition, impacting demand for CARDAMYST and other product candidates[170]. - Market acceptance of CARDAMYST and future product candidates is uncertain and may affect revenue generation[215]. - The estimated addressable patient population for product candidates may be smaller than anticipated, impacting business operations[221]. - Competition from established companies may hinder the company's ability to develop and commercialize its products successfully[222]. - Coverage and adequate reimbursement for CARDAMYST or future product candidates may not be available, impacting market acceptance and sales[233]. Regulatory and Compliance Challenges - Regulatory authorities may impose additional requirements or change policies that could delay approvals or increase compliance costs[185]. - The pharmaceutical industry in China is highly regulated, and changes in regulations may negatively affect the commercialization of the Company's medicines and drug candidates[229]. - The Company anticipates that obtaining approval for etripamil or future product candidates outside the United States will involve complex regulatory requirements and may delay or prevent successful commercialization[240]. - The FDA and other regulatory authorities impose ongoing oversight and requirements for approved products, which may include costly post-marketing testing[245]. - The company must comply with various healthcare laws and regulations, and failure to do so could result in substantial penalties[253]. - Changes in third-party payor policies may pressure pharmaceutical pricing and coverage, affecting the commercial success of drug products[235]. - The company is subject to various healthcare regulations, including the False Claims Act and HIPAA, which impose significant compliance costs and risks of penalties for non-compliance[263]. Intellectual Property Risks - The company may face challenges in obtaining and maintaining patent protection for etripamil, which could allow competitors to develop similar products[287]. - Patent terms may be inadequate to protect the competitive position of etripamil, as patents could expire shortly after commercialization[296]. - Changes in patent laws may affect the scope and enforceability of the company's patent rights, impacting its competitive position[289]. - The company may not be aware of all third-party intellectual property rights related to etripamil, which could pose risks to its patent strategy[290]. - There is a risk that third parties may initiate legal proceedings alleging infringement of their intellectual property rights, which could negatively impact the company's business success[302]. Operational and Management Challenges - The company is highly dependent on key executives, including the President and CEO, Chief Medical Officer, Chief Commercial Officer, and Chief Financial Officer, which poses a risk if any of them were to leave[325]. - The company may experience significant growth in employee numbers and operational scope as it commercializes CARDAMYST and develops subsequent etripamil indications, requiring effective management of this growth[327]. - The company faces challenges in recruiting and retaining qualified personnel, particularly in scientific and clinical roles, which could impede its growth strategy[326]. Cybersecurity and Data Privacy Risks - Cybersecurity risks are a significant concern, with potential disruptions to product development programs and adverse consequences from security breaches, including regulatory investigations and reputational harm[329]. - The company processes sensitive information, making it vulnerable to various cyber threats, including ransomware attacks, which could lead to significant operational interruptions and financial losses[330]. - Compliance with stringent data privacy and security regulations is essential, as failures could result in regulatory actions, litigation, and reputational harm[342]. - The company has implemented security measures to protect against incidents, but there is no assurance these measures will be effective, and vulnerabilities may still be exploited[332]. - The company is subject to various data privacy and security laws globally, including the EU GDPR, UK GDPR, and China's PIPL, which impose strict requirements for processing personal data[344].