Acquisitions and Investments - As of December 31, 2025, the Company completed acquisitions for a total cash purchase price of approximately $191.1 million[99] - The Company plans to continue pursuing strategic acquisitions and expanding its outdoor advertising display portfolio[244] - Cash flows used in investing activities increased by $79.7 million from $164.9 million in 2024 to $244.6 million in 2025, primarily due to acquisitions and capital expenditures[246] Revenue Generation - The Company generated approximately 4% of its revenues from state-awarded logo sign contracts in 2025[104] - The Company generated approximately 7% of its revenues from transit advertisements in 2025[106] - Net revenues increased by $59.1 million, or 2.7%, to $2.27 billion for the year ended December 31, 2025, compared to $2.21 billion for 2024[257] - Billboard net revenues increased by $57.7 million, while logo net revenues increased by $5.2 million, offset by a decrease in transit net revenues of $3.7 million[257] - Total reported net revenues for the year ended December 31, 2025, were $2,266.2 million, compared to $2,207.1 million in 2024[268] Financial Performance - Operating income as a percentage of net revenues rose to 34.2% in 2025 from 24.1% in 2024[256] - Net income as a percentage of net revenues increased to 26.2% in 2025 from 16.5% in 2024[256] - Operating income increased by $242.0 million to $774.6 million for the year ended December 31, 2025, compared to $532.6 million in 2024[262] - Net income for the year ended December 31, 2025, was $593.6 million, up from $363.5 million in 2024, representing a 63.3% increase[266][269] - Adjusted EBITDA for the year ended December 31, 2025, increased by 2.4% to $1.06 billion, primarily due to a $40.0 million increase in gross margin[269][272] - FFO for the year ended December 31, 2025, was $827.9 million, compared to $799.0 million in 2024, reflecting a 3.6% increase[273] - AFFO for the year ended December 31, 2025, increased by 3.4% to $847.2 million, compared to $819.6 million in 2024[273] Cash Flow and Distributions - Cash flows provided by operating activities decreased by $9.6 million from $873.6 million in 2024 to $864.0 million in 2025[245] - Cash flows used in financing activities decreased by $99.1 million, totaling $604.3 million for 2025 compared to $703.4 million in 2024[247] - The Company's cash distributions are not guaranteed and may fluctuate based on various factors, including operational results and debt covenant restrictions[111] - The company must distribute at least 90% of its REIT taxable income to maintain its REIT status, which may limit its ability to retain earnings[138] - If the company fails to qualify as a REIT, it could face substantial corporate tax liabilities, reducing cash available for distributions[131] Regulatory and Compliance Issues - The company is subject to federal, state, and local regulations that impact outdoor advertising operations, including the Highway Beautification Act[120] - The company has encountered regulations that restrict or prohibit digital displays, but these have not materially impacted deployment to date[124] - Future studies on digital billboards' impact on driver safety may lead to new regulations that could adversely affect the company's business[125] - The company believes the number of billboards subject to removal as illegal is immaterial, but local governments can require removal of legally erected signs[122] - The Company has determined that it is uneconomical to insure against losses from hurricanes and other natural disasters, which could result in significant losses[107] Operational Challenges - The Company faces competition from larger outdoor advertisers and other media, which could adversely affect its financial performance[118] - The Company may experience increased costs related to its digital platform investments, which may not yield the expected benefits[108] - The Company may face challenges in renewing its expiring contracts, including seven logo sign contracts set to expire in 2026[105] - The company may incur costs related to environmental, social, and governance (ESG) initiatives, which could impact its reputation and business[129] Ownership and Governance - The Reilly family, including key executives, owned approximately 15% of the Company's outstanding common stock, representing about 63% of the voting power as of December 31, 2025[94] - Compliance with REIT requirements may hinder the company's ability to pursue attractive investment opportunities[143] Asset Management - The asset retirement obligation was recorded at $624.9 million as of December 31, 2025[249] - Depreciation and amortization expense decreased by $136.6 million to $326.3 million for the year ended December 31, 2025, from $463.0 million in 2024[260] - Lamar Media recognized a gain on disposition of assets of $75.9 million for the year ended December 31, 2025, compared to $6.1 million in 2024[261]

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 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-5690 GENUINE PARTS COMPANY (Exact name of registrant as specified in its charter) GA 58-0254510 (State or other jurisdiction of incorporation or ...

Green Financing and Sustainability - The Company issued $500.0 million in 2.70% notes due 2030 in its first green bond offering, with full allocation reached by June 30, 2024[68] - The Company's $2.0 billion Credit Facility includes rate adjustments tied to Scope 1 and 2 greenhouse gas emissions reductions, achieving maximum interest rate adjustment in 2025[68] - The Company has a credit agreement with $310.0 million in term loans that also have rate adjustments tied to GHG emissions[68] Employee Satisfaction and Work Environment - As of December 31, 2025, the Company employed 710 individuals, with an average tenure of 10.1 years[62] - The Company has been certified as a Great Place to Work for eight consecutive years, indicating strong employee satisfaction[57] - The Company operates under a hybrid work model, enhancing communication and collaboration among associates[58] - The Company has a robust benefits program, including a Safe Harbor 401(k) with fully vested matching contributions[56] Corporate Responsibility and Community Engagement - The Company is committed to corporate responsibility, aligning its programs with its core business strategy to deliver long-term stakeholder value[63] - The Company promotes community engagement by providing two volunteer days off per year and a matching program for charitable contributions[61] REIT Compliance and Tax Implications - To qualify as a REIT, the company must distribute at least 90% of its REIT taxable income annually, excluding net capital gains[141] - If the company loses its REIT status, it would face significant tax consequences, including being subject to regular U.S. federal corporate income tax[142] - The company may incur a 4% nondeductible excise tax if distributions are less than 100% of its REIT taxable income[145] - The company must ensure that its subsidiary REITs independently satisfy all REIT qualification requirements to maintain its own REIT status[141] - Tax liabilities from acquisitions could adversely impact the company's business and cash available for distributions[147] - The company may need to borrow funds during unfavorable market conditions to meet REIT distribution requirements[145] - Dividends paid by REITs do not qualify for reduced tax rates available for some dividends, making them less attractive to certain investors[150] - The company could face a 100% penalty tax on net income from prohibited transactions, limiting its ability to engage in certain sales[149] - If the company fails to qualify as a REIT, it would not be required to make distributions to stockholders[148] - The IRS may challenge the partnership status of Kimco OP, which could adversely affect the company's REIT qualification and stock value[146] Financial Risks - The Company is exposed to interest rate risk through its unsecured revolving credit facility, which may increase interest expenses if rates rise[72]

Customer Concentration - The company reported that its ten largest third-party customers represented 36%, 37%, and 39% of consolidated net sales for the years 2025, 2024, and 2023, respectively [434]. - The company has significant exposure to credit risk in industries affected by cyclical economic fluctuations, with no single customer accounting for 10% of consolidated net sales during 2025, 2024, and 2023 [434]. Interest Rate Risk - A hypothetical 1% increase in interest rates would result in a net decrease to pre-tax income of approximately $7 million on an annualized basis, based on a sensitivity analysis as of December 31, 2025 [435]. - The company maintains a total of $950 million of interest rate swaps, with $450 million maturing in March 2028 and $500 million maturing in September 2031, aimed at stabilizing interest expense [445]. - The company entered into two SOFR-indexed forward starting interest rate swaps effective from June 2023, maturing in March 2028, to align with the maturity date of the Term Loan Facility [438]. - The company has entered into amendments with existing interest rate swap agreements, terminating contracts indexed to LIBOR and replacing them with SOFR-indexed swaps [437]. Market and Economic Risks - The company is subject to various market risks, including fluctuations in titanium dioxide (TiO2) prices, which may impact profitability due to changes in supply and demand fundamentals [433]. - The company’s ability to generate sufficient cash to service its debt and fund capital needs is a significant risk factor, particularly in a competitive and rapidly changing environment [434]. - The company’s operations are affected by geopolitical risks, including ongoing conflicts in regions where it operates, such as Russia and Ukraine [434]. Environmental and Operational Risks - The company is exposed to risks from environmental and industrial accidents, which could lead to production delays and additional expenses [434]. Currency Risk - A significant portion of the company's Adjusted EBITDA is derived from jurisdictions exposed to currency risk, with Australia, Europe, and South Africa being the largest contributors [446]. - The company manufactures and markets products globally, facing foreign currency exchange rate fluctuations, particularly in South Africa, Australia, Brazil, China, the Netherlands, France, and the UK [446]. - As of December 31, 2025, the company had no outstanding amounts to hedge the exposure of its Australian subsidiaries' cost of sales and SG&A expenses to currency fluctuations [448]. - The company entered into foreign currency contracts for the South African Rand, Australian Dollar, Euro, Pound Sterling, and Saudi Riyal to mitigate balance sheet exposure to currency fluctuations [449]. - As of December 31, 2025, the notional amounts of outstanding foreign currency contracts included 572 million South African Rand (approximately $35 million), 161 million Australian dollars (approximately $108 million), 213 million Pound Sterling (approximately $286 million), 50 million Euro (approximately $59 million), and 83 million Saudi Riyal (approximately $22 million) [449].

Financial Performance - The company reported a significant increase in revenue, achieving $1.2 billion for the fiscal year, representing a 15% year-over-year growth[12] - The company reported a 12% increase in operating income, totaling $300 million, due to improved efficiency and cost management[12] - The company anticipates a 10% growth in revenue for the next fiscal year, driven by new contracts and facility expansions[12] Operational Capacity and Expansion - User data showed a 20% increase in the number of inmates served across facilities, reaching a total of 30,000 individuals[12] - The company successfully activated three idle facilities, increasing operational capacity by 15% to meet growing demand[12] - Investment in new technology for electronic monitoring products increased by 25%, with plans to launch two new products in Q3 2024[12] Government Dependency and Risks - Government contracts accounted for 80% of total revenue, highlighting the dependency on public sector funding[12] - The company is dependent on government appropriations, and budgetary challenges or government shutdowns could adversely affect financial results[21] - The company relies on a limited number of governmental customers for a significant portion of its revenues, increasing vulnerability to changes in government contracts[22] Challenges and Outlook - The company is facing challenges with rising labor costs, which increased by 8% over the past year, impacting profit margins[12] - Future outlook remains cautious due to potential changes in government regulations affecting the privatization of correctional services[12] - The company anticipates challenges in securing new contracts for correctional and detention facilities due to factors outside its control, which may affect future growth[21] Competition and Market Position - A strategic acquisition of a smaller competitor was completed, expected to enhance market share by 5%[12] - The company faces competition that may adversely affect profitability and market position[21] Financial Risks - The company’s indebtedness could limit financial flexibility and affect its ability to meet obligations under debt securities[22] - The company may incur significant start-up costs on new contracts before receiving related revenues, impacting financial condition[21] - The company faces significant risks related to government policy changes affecting the utilization of private sector correctional and detention services, which could impact contract renewals and operational performance[17] - Fluctuations in occupancy levels are a concern, as a decrease could negatively impact the company's business[21] - The company is subject to risks associated with the privatization of correctional facilities, which could result in negative publicity and loss of contracts[21] - The company is implementing a new enterprise resource planning system, which may present operational challenges[22]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 000-51829 COGENT COMMUNICATIONS HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 2450 N Street N.W. Washington, D.C. 46-5706863 (I.R.S. Employer Identification No.) 20037 ...

Revenue and Customer Growth - In 2025, retail revenues accounted for 92.3% of total electric operating revenues, while wholesale revenues accounted for 1.9% and resale revenues for 4.8%[39]. - The total electric customers at the end of 2025 reached 1,696.6 thousand, an increase from 1,682.7 thousand in 2024 and 1,669.3 thousand in 2023[46]. - Total electric operating revenues for 2025 reached $5,547.4 million, a 12.7% increase from $4,921.6 million in 2024[138]. - Wisconsin accounted for 90.0% of total electric revenues in 2025, with $4,992.8 million reported[138]. - Natural gas revenues for 2025 totaled $3,959.2 million, up from $3,461.1 million in 2024, marking an increase of 14.4%[138]. - The total number of customers at the end of 2025 was 1,545.0 thousand, an increase from 1,530.9 thousand in 2024[78]. - As of December 31, 2025, the total number of customers reached 444.1 thousand, an increase of 3.5% from 2024[102]. Electric Generation and Supply - The electric generation supply mix for 2025 included 30.5% from coal, 24.1% from combined cycle natural gas, and 8.4% from renewables[49]. - The company owns 8,375 MWs of generation capacity, including natural gas-fired plants, coal-fired plants, renewable generation, and battery energy storage systems[50]. - The company plans to retire approximately 900 MWs of additional coal-fired generation by the end of 2031, contributing to its goal of achieving net carbon neutrality by 2050[54]. - The company has received approval to acquire and construct 955 MWs of additional solar-powered generation and 411 MWs of battery storage[60]. - The company anticipates electric demand growth from large-scale data centers and plans significant infrastructure investments in new natural gas-fired plants, wind, solar, and battery projects[51]. - The electric utility sales are impacted by seasonal factors, with higher sales during summer months due to increased cooling demand[109]. - Seasonal variations affect electricity production, with higher output typically seen in the first and fourth quarters for wind facilities[130]. Capacity and Planning - The PSCW requires a planning reserve margin of 14.5% for long-term planning, with MISO's short-term reserve margins for 2025-2026 set at 15.7% for summer and 25.3% for fall[63][64]. - The company anticipates having adequate capacity to meet MISO's planning reserve margin requirements for both Wisconsin and Michigan jurisdictions in the upcoming planning year[65]. - MISO's annual capacity auction ensures sufficient generation capacity, with the company managing its electric generation portfolio to minimize exposure[151]. Natural Gas Operations - The forecasted design peak-day throughput for Wisconsin natural gas utilities is 39.9 million therms for the 2025-2026 heating season, with a peak daily send-out of 24.2 million therms recorded on January 20, 2025[83]. - The Illinois utilities' forecasted design peak-day throughput is 25.1 million therms for the 2025-2026 heating season, with a peak daily send-out of 19.4 million therms on January 21, 2025[94]. - The forecasted design peak-day throughput for the other states utilities is 9.5 million therms for the 2025-2026 heating season[105]. - The company has PSCW approval to hedge up to 60% of planned winter natural gas demand and up to 15% of planned summer demand[86]. - The Illinois utilities hedge between 25% and 50% of planned natural gas purchases, targeting 37.5%[96]. - MGU has MPSC approval to hedge up to 20% of its planned annual purchases using NYMEX financial instruments[107]. - The company has contracts in place for 2.1 Bcf of renewable natural gas (RNG) to reduce methane emissions[116]. - The construction of additional LNG facilities is proposed as part of the 2026-2030 capital plan, which would provide approximately four Bcf of natural gas supply[84]. Environmental and Regulatory Compliance - As of the end of 2025, the electric generation fleet has achieved a 53% reduction in carbon emissions from the 2005 baseline[53]. - Significant costs are associated with environmental compliance, particularly related to coal-fired generating facilities, which may increase due to future regulations[163]. - The company operates under various regulatory frameworks, including the PUHCA 2005, impacting its financial operations[135]. - Compliance with natural gas regulations is overseen by the FERC and PHMSA, impacting operational costs and service delivery[159]. - The company is monitoring proposed rulemaking by PHMSA that could significantly affect its natural gas utilities[156]. Financial and Operational Strategy - The company has power purchase commitments of 1,133 MWs per year from 2026 to 2029, including a long-term PPA for electricity generated by Point Beach[73]. - Average fuel and purchased power costs per MWh for coal increased from $25.80 in 2023 to $27.54 in 2025, while natural gas combined cycle costs decreased from $30.41 in 2023 to $26.49 in 2025[67]. - For 2026, 51% of the total projected coal requirements of 8.9 million tons are contracted under fixed-price contracts[69]. - The anticipated capital expenditures for compliance with government regulations over the next three years are included in the financial condition analysis[161]. Human Capital Management - The company has a total of 7,151 employees, with 4,190 represented under union agreements as of December 31, 2025[169]. - The Board of Directors oversees human capital management, including corporate culture and succession planning[167]. - Employee training and development programs are a priority, focusing on both technical and leadership skills to support career advancement[174]. - The company provides competitive wages and benefits, including a 401(k) savings plan with employer match and healthcare benefits[170]. - The company is committed to a "Target Zero" safety strategy, aiming for zero incidents, accidents, and injuries[172]. - The company has a comprehensive engagement strategy, including training programs and community partnerships to support workforce contributions[171]. Return on Equity and Financial Metrics - The return on equity for the ERGS units is calculated using a 12.7% ROE, with an equity ratio of 55%[124]. - The average authorized Return on Equity (ROE) for electric utilities in 2025 is set at 9.80%[143].

Financial Performance - Chlor Alkali Products and Vinyls segment represented 54% of 2025 sales, Epoxy segment 20%, and Winchester segment 26%[9] - The estimated backlog as of January 31, 2026, was approximately $1,331 million, with 81% expected to be fulfilled during 2026[51] - In 2025, approximately 59% of the Epoxy segment's sales were generated outside of the U.S.[47] - Olin's Chlor Alkali Products and Vinyls segment generated 31% of its sales outside the U.S. in 2025[47] - Winchester's contracts with the U.S. military accounted for approximately 13% of total sales in 2025[50] Operational Initiatives - Cost management initiatives focus on optimizing asset strategy and productivity to maximize returns to the Electrochemical Unit (ECU)[24] - The company aims to leverage its diverse chlor alkali derivatives portfolio to enhance value from the entire ECU[23] - The Epoxy segment aims to expand market participation in higher value add platform products[34] - Olin's Epoxy segment is focused on driving cost improvements across the supply chain to optimize EPI and LER cost positions in the Americas and Europe[33] Joint Ventures and Acquisitions - The joint venture Blue Water Alliance (BWA) with Mitsui began operations in 2023, but will end by the end of 2025 to focus on long-term structural opportunities[18] - A new joint venture, Hidrogenii, LLC, was launched in 2024 with Plug Power, focusing on hydrogen production, starting with a 15-ton-per-day liquefaction plant[19] - Olin acquired AMMO, Inc.'s small caliber ammunition manufacturing assets for $55.8 million on April 18, 2025[36] - On October 1, 2023, Olin acquired White Flyer Targets, LLC for $63.5 million, enhancing its position in the recreational shooting market[37] Employee Engagement and Development - As of December 31, 2025, Olin had a total of 7,849 employees, with 86% located in the United States[62] - In 2025, Olin employees volunteered over 56,000 hours to various organizations and causes[58] - The company provided over 4,500 recognition awards and 9,000 peer-to-peer recognitions in 2025[59] - Olin's commitment to employee development includes tuition assistance of up to $10,000 per year for eligible employees[61] Financial Risk Management - Olin's long-term borrowings as of December 31, 2025, totaled $2,827.3 million, with $1,060.8 million issued at variable rates[308] - The company maintained open positions on commodity contracts with a notional value of $218.6 million as of December 31, 2025[305] - A hypothetical 10% increase in commodity prices would lead to a $21.9 million increase in inventory costs, offset by related hedging instruments[306] - Unfavorable currency movements of 10% would negatively affect the fair values of derivatives by $13.4 million[307] - A hypothetical change of 100-basis points in the secured overnight financing rate (SOFR) would impact annual interest expense by $10.6 million, assuming no changes in the $1,060.8 million of variable-rate debt levels from December 31, 2025[309] - The company does not enter into any derivative financial instruments for speculative purposes, indicating a conservative approach to financial risk management[310] Environmental and Regulatory Considerations - The company is subject to environmental charges totaling $25.5 million for investigatory and remedial efforts in 2025[69] Forward-Looking Statements and Risks - Forward-looking statements in the report involve risks and uncertainties that could lead to actual outcomes differing materially from those expressed[311] - The company anticipates potential changes in its dividend policy, which will be determined by the Board of Directors based on current conditions, including earnings and financial conditions[312] - Risks and uncertainties affecting forward-looking statements include those discussed under Item 1A — "Risk Factors," which should be considered when evaluating the company's future performance[313]

Sales and Market Performance - The Coca-Cola system sold 33.8 billion unit cases in 2025, a slight increase from 33.7 billion in 2024, with sparkling soft drinks representing 69% of the total volume in both years[35] - Trademark Coca-Cola accounted for 47% of worldwide unit case volume in both 2025 and 2024, while in the U.S., it represented 42% of the unit case volume[35] - In 2025, the U.S. accounted for 16% of the Company's worldwide unit case volume, with 61% of that volume being sparkling soft drinks[35] - The largest markets outside the U.S. for unit case volume were Mexico, China, Brazil, and India, which together accounted for 33% of the worldwide unit case volume[35] - Sales of ready-to-drink beverages are seasonal, with the second and third quarters historically accounting for the highest sales volumes[51] Product and Market Expansion - The Company has entered the alcohol beverage category with products like pre-mixed cocktails and hard seltzers, expanding its portfolio in various markets[29] - The Company provides marketing support and participates in sales of other beverage brands through licenses and joint ventures, such as with Monster Energy[30] - The bottling partners accounted for 44% of total worldwide unit case volume in 2025, with the five largest partners being Coca-Cola FEMSA, CCEP, CCHBC, Arca Continental, and Swire Coca-Cola[36] Competitive Landscape - The commercial beverage industry is highly competitive, with significant players including PepsiCo, Nestlé, and Anheuser-Busch InBev, among others[52] - Key competitive factors include pricing, advertising, product innovation, and digital marketing strategies[53] - The company has a strong network of bottlers and distributors, contributing to its competitive strengths[54] Supply Chain and Ingredients - Water is a critical ingredient in products, and its availability is recognized as a key challenge for the company[56] - The principal nutritive sweetener in the U.S. is high fructose corn syrup (HFCS), which is subject to market price fluctuations[57] - The company sources orange juice primarily from Florida and Brazil, facing challenges from citrus greening disease and adverse weather conditions[59] - The majority of dairy revenues are derived from fairlife, LLC, which sources milk from dairy cooperatives[60] Regulatory and Compliance Issues - The company is subject to various environmental regulations and anticipates additional legal requirements related to sustainability and carbon emissions[72] - Compliance with evolving data protection laws, such as the CCPA and CPRA, is critical for the company's operations[73] Financial Performance and Risks - The company generated $28.8 billion of net operating revenues from operations outside the United States in 2025[378] - The total notional values of foreign currency derivatives were $21,128 million as of December 31, 2025, up from $18,442 million in 2024[380] - A 10% weakening of the U.S. dollar would have resulted in a $609 million decrease in the fair value of foreign currency derivatives that qualified for hedge accounting[380] - The company estimates that a 1 percentage point increase in interest rates would have increased interest expense by $120 million in 2025[382] - The total notional values of commodity derivatives were $535 million as of December 31, 2025, compared to $386 million in 2024[386] - The fair value of commodity derivatives that qualified for hedge accounting resulted in a net unrealized loss of $9 million as of December 31, 2025[386] Workforce and Employee Relations - As of December 31, 2025, the company had approximately 65,900 employees, a decrease from 69,700 in 2024, primarily due to divestiture activities[76] - The company aims to provide competitive compensation packages to attract and retain talent, including base pay and performance-based incentives[84] - Approximately 400 employees in North America were covered by collective bargaining agreements as of December 31, 2025[76] - The company supports employee-led inclusion networks to foster relationships based on common interests or backgrounds[79]

Financial Position - As of June 30, 2025, total assets amounted to $2,405,350, a slight increase from $2,386,755 as of March 31, 2025[10]. - Total liabilities increased to $2,956,914 from $2,041,274, primarily due to accrued expenses and warrant liabilities[10]. - Cash and cash equivalents held in trust were $2,403,485 as of June 30, 2025, slightly up from $2,382,346 at the end of March 2025[10]. - The company had total current assets of $1,865 as of June 30, 2025, down from $4,409 as of March 31, 2025[9]. - As of June 30, 2025, the Company had cash of $0 and a working capital deficit of $2,027,049, raising substantial doubt about its ability to continue as a going concern[55]. - The Company had approximately $2.40 million in investments held in the Trust Account as of June 30, 2025[68]. - The Class A ordinary shares subject to possible redemption amounted to 144,986 shares, valued at $2,403,485 as of June 30, 2025[70]. - As of June 30, 2025, the fair value of investments held in the Trust Account was $2,403,485, while the warrant liabilities were $460,000 for Private Placement Warrants and $468,000 for Public Warrants[146]. - As of June 30, 2025, the warrant derivative liability was $928,000[150]. Operational Performance - For the three months ended June 30, 2025, the company reported a net loss of $897,045 compared to a net income of $446,618 for the same period in 2024[12]. - The basic and diluted net loss per Class A redeemable ordinary share was $0.15 for the three months ended June 30, 2025, compared to a gain of $0.01 in the prior year[12]. - The company generated interest income of $21,139 for the three months ended June 30, 2025, a decrease from $153,952 in the same period of 2024[12]. - For the three months ended June 30, 2025, the Company reported a net loss of $(897,045), with earnings on cash held in trust of $21,139 and general and administrative costs of $33,940[182]. - For the three months ended June 30, 2024, the Company had a net income of $446,618, with earnings on cash held in trust of $153,952[183]. Business Combination Efforts - The company is in the process of seeking a business combination, with a definitive agreement signed with Lexasure Financial Group Limited on March 1, 2023[27]. - The Lexasure Business Combination Agreement was terminated, resulting in the cancellation of the First and Second Lexasure Loans, with no amounts outstanding[109]. - The Company has a Combination Period until March 3, 2024, to complete a Business Combination, failing which it will redeem 100% of Public Shares at a price based on the Trust Account balance[48]. - The Company is required to complete a Business Combination with a fair market value equal to at least 80% of the assets held in the Trust Account[42]. - The Company has the option to extend the time to consummate a Business Combination by an additional three months, subject to certain conditions and deposits into the Trust Account[104]. - The Company received an automatic three-month extension to consummate a Business Combination until June 3, 2023, following the execution of the Lexasure Business Combination Agreement[105]. - The Company entered into non-redemption agreements for 4,399,737 Class A ordinary shares, with provisions for forfeiture and issuance of shares not triggered due to the termination of the Lexasure Business Combination Agreement[123]. - The Company is currently assessing the impact of ASU Topic 2020-06 on its financial position, results of operations, or cash flows[87]. - The Company is evaluating the impact of ASU 2023-09 on its financial statements, effective January 1, 2025[207]. Shareholder Actions - Shareholders approved a proposal to extend the deadline for consummating the Business Combination to March 3, 2024, with 18,751,603 Class A ordinary shares redeemed at $10.51 per share, totaling approximately $197.2 million[29]. - A second extension was approved, moving the deadline to March 3, 2025, with 3,036,666 Class A ordinary shares redeemed at $11.07 per share, resulting in approximately $33.6 million removed from the Trust Account[31][32]. - A third extension was approved, extending the deadline to March 3, 2026, with 1,066,745 Class A ordinary shares redeemed at approximately $10.91 per share, leading to approximately $11.64 million removed from the Trust Account[35]. - At the 2023 Extraordinary Meeting, shareholders redeemed 18,751,603 Class A ordinary shares for approximately $10.51 per share, totaling an aggregate redemption amount of $197,192,734[53]. - On May 23, 2023, shareholders approved an extension for the Company to complete a Business Combination until March 3, 2024, with 18,751,603 Class A ordinary shares redeemed for approximately $197,192,734 at a price of $10.51 per share[126]. - On February 29, 2024, shareholders approved a further extension to March 3, 2025, with 3,036,666 Class A ordinary shares redeemed for approximately $33,616,850 at a price of $11.07 per share[128]. - On February 28, 2025, an additional extension was approved to March 3, 2026, with 1,066,745 Class A ordinary shares redeemed for approximately $11,642,099 at a price of $10.91 per share[129]. - As of June 30, 2025, only 144,986 Class A ordinary shares remained outstanding, which were ultimately redeemed in August 2025[130]. Initial Public Offering - The company completed an initial public offering generating gross proceeds of $230 million on December 3, 2021[24]. - The Initial Public Offering generated gross proceeds of $200 million from the sale of 20,000,000 units[37]. - An additional 3,000,000 units were sold under the over-allotment option, generating an extra $30 million[39]. - The total transaction costs for the Initial Public Offering amounted to $13,428,526, including $4,600,000 in underwriting fees[40]. - Approximately $234.6 million was placed in the Trust Account from the net proceeds of the Initial Public Offering and Private Placement[41]. - The total gross proceeds from the Initial Public Offering and the full exercise of the over-allotment option reached $230,000,000[90]. - The Company sold a total of 11,700,000 Private Placement Warrants generating gross proceeds of $11,700,000[92]. - The Company recorded a derivative liability of $26,239,200 upon the issuance of 23,200,000 warrants in connection with the Initial Public Offering[145]. - The underwriters received a cash underwriting discount of $4,600,000 and a deferred fee of $8,050,000 upon the closing of the Initial Public Offering[111]. Legal and Regulatory Matters - The Company received a notice of delisting from Nasdaq due to failure to complete a business combination within the required timeframe[169]. - The Company received a notice from Nasdaq regarding potential delisting due to failure to complete a business combination within the required timeframe[180]. - The Company incurred unpaid legal fees of $39,494 as of June 30, 2025, included in accrued expenses[197]. Company Structure and Changes - The Company changed its name from Capitalworks Emerging Markets Acquisition Corp to Piermont Valley Acquisition Corp in February 2025[36]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[61]. - The Company is authorized to issue 500,000,000 Class A ordinary shares, with 5,749,999 shares issued and outstanding as of June 30, 2025[125]. - The Company is authorized to issue 50,000,000 Class B ordinary shares, with only one Class B ordinary share outstanding as of June 30, 2025[131]. - The Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis upon a Business Combination, subject to adjustments based on additional issuances[133]. - The Company issued 5,749,999 Class A ordinary shares upon the conversion of an equal number of Class B ordinary shares, resulting in a total of 9,998,396 Class A ordinary shares outstanding[98]. - Following the Founder Conversion, there were 9,998,396 Class A ordinary shares and one Class B ordinary share outstanding as of May 23, 2023[127].