Revenue and Customer Concentration - Revenue from projects performed under Master Service Agreements (MSAs) was 32.0%, 36.8%, and 36.7% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively[24] - 53.1%, 41.3%, and 41.1% of total revenue was generated from the top ten customers for the years ended December 31, 2025, 2024, and 2023, respectively[26] - The average project size is less than $3.0 million, with project values ranging from several hundred dollars to several hundred million dollars[30] - The company selectively bids on projects that meet profitability objectives and aims to minimize concentration of work with any one customer or industry[22] Workforce and Employee Management - The company maintains a stable workforce of skilled professionals, emphasizing self-performance of a significant portion of its work[22] - As of December 31, 2025, the company employed 3,055 salaried employees and 15,471 hourly employees, with the total number of hourly personnel subject to the volume of infrastructure services and construction work in progress[56] - Approximately 30% of hourly employees were covered by collective bargaining agreements as of December 31, 2025, primarily consisting of field laborers[55] - The company has partnerships with technical schools to recruit and hire skilled craft employees, contributing to a stable workforce[54] - The company emphasizes employee development through various training programs, including project management and leadership development[59] - The company maintains a compensation philosophy that aligns employee compensation with market practices and performance, including stock-based compensation for management[61] Financial Management and Growth Strategy - The company focuses on growth through controlled expansion, leveraging existing customer relationships to enter new geographic markets and adding new customers[22] - The company has a capital structure that provides access to debt financing while relying on strong operating cash flows to support operations[22] - The company evaluates acquisitions that offer growth opportunities, particularly in attractive markets like renewable energy and power generation[22] Safety and Risk Management - The company has maintained a comprehensive safety and risk management program, contributing to a favorable loss experience factor[44] - The company achieved a Lost Time Injury Rate (LTIR) of 0.11 for the year ended December 31, 2025, significantly lower than the industry average of 0.90[60] - The Total Recordable Incident Rate (TRIR) was reported at 0.53 for the year ended December 31, 2025, compared to the industry average of 2.20[60] Market and Financial Risk Management - A 1.0% increase or decrease in interest rates would change annual interest expense by approximately $4.4 million based on variable rate debt outstanding as of December 31, 2025[309] - The company utilizes financial derivative instruments to manage risks related to market conditions, including fluctuations in foreign currency exchange rates, interest rates, and commodity prices[307] - The carrying amounts for cash and cash equivalents, accounts receivable, short-term investments, short-term debt, accounts payable, and accrued liabilities approximate fair value at December 31, 2025[308] Seasonal Revenue Trends - The company experiences higher revenue and earnings in the second, third, and fourth quarters compared to the first quarter due to seasonal demand fluctuations[29]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ 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: 001-33155 IPG PHOTONICS CORPORATION (Exact name of registrant as specified in its charter) Delaware 04-3444218 (Stat ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________ FORM 10-K ________________________________________________ (Mark One) x 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 o 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 001-39083 ___________ ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________________________________________________ FORM 10-K _________________________________________________________________________________ (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 _________________________________________________________________________________ Delaware 61-1430858 (State or other jurisdiction of incorporation or ...

Financial Instruments and Capital Structure - As of December 31, 2025, the company had a $505.0 million promissory note convertible into common stock at a price of $5.4270 per share, with an interest rate of Term SOFR plus 8.0% per annum [598]. - The company has approximately $300.6 million in contingent value rights (CVRs) outstanding, which may be converted into cash or shares if worldwide net sales of ANKTIVA exceed $1.0 billion [599]. - There are 65,053,571 shares subject to warrants with exercise prices between $3.1010 and $3.2946, expiring between July 24, 2026, and July 28, 2030 [600]. - The company has outstanding stock options and RSU awards totaling 5,783,187 shares, with a portion vested and exercisable [600]. - The company issued contingent value rights (CVRs) for approximately $304.0 million contingent upon achieving specific regulatory and sales milestones for ANKTIVA [623]. - As of December 31, 2025, the company has a $505.0 million variable-rate loan outstanding, maturing on December 31, 2027, with an interest rate of 11.66% [785][786]. - The company has 65,053,571 warrants outstanding at a fair value of $84.4 million as of December 31, 2025 [791]. - A hypothetical 10% increase in the market price of the company's common stock would increase the fair value of warrant liabilities by $10.3 million [791]. Shareholder and Ownership Structure - Dr. Soon-Shiong and affiliates hold approximately 64.2% of the company's common stock as of December 31, 2025, which could impact stock price if sold [610]. - The company is classified as a controlled company under Nasdaq listing standards, with Dr. Soon-Shiong and affiliates controlling approximately 64.2% of the common stock [621]. Financial Performance and Risks - The company expects to need additional capital for commercialization, clinical trials, and R&D, which may lead to dilution of existing shareholders [613]. - The company has incurred significant costs related to operating as a public company, including legal and compliance expenses, which may affect financial performance [614]. - The market price of the company's common stock has been volatile, influenced by various factors including clinical trial results and regulatory decisions [603]. - Future sales of common stock or rights to purchase common stock could result in additional dilution and negatively affect stock price [610]. - The company is subject to ongoing litigation, which may divert management's attention and resources, potentially harming business operations [605]. Compliance and Regulatory Issues - The company is subject to increased compliance costs due to the requirements of Section 404 of the Sarbanes-Oxley Act, which may necessitate hiring additional finance staff [617]. - The company may face sanctions or investigations by regulatory authorities if it fails to demonstrate compliance with Section 404 in a timely manner [617]. - The FDA approved the company's Biologics License Application (BLA) in April 2024, which was after the milestone date set forth in the CVR agreement, resulting in the termination of the regulatory milestone CVR [624]. Cash and Investment Position - The company has $88.3 million in cash and cash equivalents and $154.5 million in its investment portfolio as of December 31, 2025 [782]. - The company’s investment policy focuses on low-risk, investment-grade debt instruments, but it can no longer invest excess funds in corporate or European bonds due to the RIPA [782]. Interest Rate and Currency Risks - The company is exposed to interest rate risk from its revenue interest purchase agreement, which may vary based on forecasted net sales [787]. - A hypothetical 100 basis point change in interest rates would not have had a material impact on the company's consolidated financial statements due to the short-term maturities of cash equivalents [783]. - A hypothetical 100-basis point increase in the Term SOFR rate would increase future interest payments by $10.1 million [786]. - The company has not incurred any material effects from foreign currency changes on contracts, and a 10% adverse change in exchange rates would not have been material [788]. - The company does not currently enter into currency forward exchange or option contracts to hedge foreign currency exposures, but may do so in the future [790]. - The company has not entered into any material foreign currency hedging contracts but may consider them in the future [788]. Inflation and Market Conditions - Inflation has not had a material effect on the company's business, financial condition, or results of operations [792]. - The fair value of warrant liabilities is sensitive to changes in the market price and volatility of the company's common stock [791]. - The company’s charter documents may have anti-takeover effects that could discourage acquisitions, even if beneficial to stockholders [626].

Telehealth Services and Expansion - Hims & Hers has facilitated over 50 million telehealth consultations, enhancing access to personalized care across the U.S., Canada, the U.K., and the EU[17]. - The company is pursuing international expansion, with operations established in the U.K., parts of the EU, and Canada, and plans to acquire Eucalyptus, a digital health company operating in multiple countries[33][34]. - Hims & Hers aims to expand its product offerings into new specialties, including testosterone, menopause, sleep disorders, and diabetes, which represent significant market opportunities[28][29]. - The company has partnerships with leading health systems in the U.S., enhancing customer access to in-person care while maintaining a telehealth focus[39]. Regulatory Compliance and Challenges - The company operates under a complex regulatory environment, ensuring compliance with healthcare laws and regulations at both state and federal levels[42]. - The healthcare industry is subject to significant government regulation, impacting operations and compliance costs[43]. - Compliance with government regulations may require operational modifications and incur additional costs, increasing complexity if third-party payor programs are accepted in the future[45]. - Telehealth services are regulated differently across jurisdictions, with evolving laws affecting the practice and delivery of remote healthcare[47]. - The company is subject to various privacy laws, including HIPAA and GDPR, which may impose significant compliance costs and operational challenges[90]. - The company has executed business associate agreements to comply with HIPAA-related requirements, indicating a proactive approach to data privacy and security[85]. Financial Performance and Growth - Revenue increased from $872.0 million in 2023 to $2,347.6 million in 2025, representing a growth of approximately 169% over two years[114]. - Employee count rose significantly from 1,046 in 2023 to 2,442 in 2025, indicating a growth of about 133%[114]. - The company’s revenue is significantly dependent on subscription-based purchases, and its marketing function must effectively promote its platform to meet forecasts[133]. Marketing Strategies and Brand Awareness - Hims & Hers focuses on building brand awareness through various marketing channels, which has contributed to an increase in market share in the digital health and wellness space[25][26]. - The marketing strategy leverages analytics to measure consumer behavior and marketing effectiveness, focusing on maximizing return on marketing budgets[95]. - The company relies heavily on social media, emails, and influencers for marketing, but evolving regulations could impact its ability to attract and retain customers[123]. - The company’s marketing strategy includes maintaining a presence on various social media platforms, which is critical for customer acquisition and retention[127]. Product Offerings and Innovations - The company has expanded its offerings to include compounded injectable semaglutide as part of its weight loss specialty, responding to elevated consumer demand[119]. - The company began offering access to GLP-1s as part of its weight loss offering, starting with compounded injectable semaglutide, and acquired a licensed 503B outsourcing facility in September 2024[208]. - The company may offer prescription drugs regulated as controlled substances in the future, requiring compliance with DEA regulations[59]. Acquisitions and Market Position - The company completed the acquisition of Zava in July 2025 and Medici in November 2025, expanding its operations into the UK, Germany, Ireland, France, Spain, and Canada[163]. - A definitive agreement to acquire Eucalyptus, an Australia-based digital health company, was announced in February 2026, further enhancing international market presence[163]. - The planned acquisition of Eucalyptus is subject to regulatory approvals and other conditions, which may delay or prevent completion[198]. Operational Risks and Challenges - The company faces significant risks related to competition from established healthcare providers and evolving regulatory environments, which could affect its market position[113]. - Future growth may be constrained by the inability to attract and retain high-quality Providers, which is critical for maintaining service quality[113]. - The company faces challenges in integrating acquired technologies and operations, which could result in substantial costs and delays[162]. - The company is dependent on relationships with Affiliated Medical Groups for healthcare consultation services, and disruptions in these relationships could adversely affect its business[150]. Supply Chain and Economic Factors - The company faces potential disruptions in its global supply chain, which could adversely impact its business operations and financial condition[179]. - Supply chain constraints are expected to continue affecting the availability of branded GLP-1 offerings and compounded GLP-1 products[179]. - Economic uncertainty, including inflation and geopolitical tensions, has led to increased market volatility, affecting customer spending and operational planning[167].

Financial Performance - Revenue from continuing operations for Q1 2025 was $2,746,000, a decrease of 30% from $3,934,000 in Q1 2024[2] - Net loss from continuing operations was $1,412,000 or $0.13 per share, compared to a net loss of $1,600,000 or $0.16 per share in the prior year[2][18] - Oil and natural gas revenues decreased by $1,267,000, with oil prices down 20% and natural gas prices up 64% compared to the prior year[4] Expenses and Costs - General and administrative expenses increased by $453,000, or 39%, primarily due to higher personnel costs and professional service fees[3] - Oil and natural gas operating results increased by $84,000, attributed to a $613,000 decrease in ceiling test impairment and a $425,000 decrease in operating expenses[4] Strategic Initiatives - The company has formally closed its Honolulu office and relocated its headquarters to Houston, Texas, aiming for operational efficiency and cost savings[9] - The board has tasked the CFO with evaluating strategic alternatives beyond the energy sector to enhance value creation opportunities[13] Financial Position - Barnwell's working capital at the end of the quarter was $1,826,000, including $3,622,000 in cash and cash equivalents[2] - In November 2025, the company completed a private placement generating gross proceeds of $2,443,000, strengthening its debt-free balance sheet[11] Foreign Currency Impact - The company recorded a foreign currency gain of $47,000, a positive shift from a $351,000 loss in the prior year[5]

Production and Operations - As of December 31, 2025, USA Operations had total production averaging approximately 142.3 Mbbls/d of oil, 87.3 Mbbls/d of NGLs, and 515 MMcf/d of natural gas[54] - The USA Operations accounted for 64% of upstream production revenues and 64% of total proved reserves as of December 31, 2025[54] - In 2025, average daily production from the Permian region was approximately 118.6 Mbbls/d of oil, 52.5 Mbbls/d of NGLs, and 265 MMcf/d of natural gas[63] - The Anadarko region produced approximately 22.2 Mbbls/d of oil, 34.7 Mbbls/d of NGLs, and 246 MMcf/d of natural gas in 2025[66] - As of December 31, 2025, the total number of producing wells in the USA operations is 5,217 gross and 3,064 net, with 5,107 gross oil wells and 110 gross natural gas wells[59] - The total number of productive wells as of December 31, 2025, is 7,823 gross wells, with 4,976 net wells[117] Financial Performance - In 2025, total capital investment for USA Operations was approximately $1,537 million, with 151 net wells drilled primarily in the Permian[54] - The company reported production costs of $11.33 per BOE for total production in 2025[106] - The company’s capital investments for 2025 were $2,143 million, with $1,537 million in the U.S. and $606 million in Canada[94] - The company produced 224.3 MMBOE in 2025, with purchases of reserves totaling 311.8 MMBOE primarily from the Montney Acquisition and properties in Permian[98] - The company experienced a net increase of 268.0 MMBOE in proved reserves compared to 2024, driven by positive revisions and improved recovery techniques[97] Reserves and Acreage - As of December 31, 2025, the company's total proved reserves are 2,325.1 MMBOE, with 64% classified as proved developed reserves[94] - The company’s proved undeveloped reserves at the end of 2025 were 831.3 MMBOE, with no reserves expected to remain undeveloped for five years or more[101] - The established land position for USA Operations was approximately 720,000 net acres, including 132,000 net undeveloped acres[54] - The company’s acreage in the Permian region comprises approximately 193,000 net acres, while the Anadarko region has approximately 360,000 net acres[63][66] - The Company has 1.8 million net acres, with approximately 1.7 million net acres held by production[125] Strategic Focus and Innovation - The company focuses on maximizing returns through innovation and disciplined capital allocation strategies[44][45] - Ovintiv aims to enhance shareholder value by providing competitive returns while maintaining balance sheet strength[45] - The company is committed to sustainability and has published an annual Sustainability Report since 2005[49] Workforce and Culture - As of December 31, 2025, the company employed 1,465 employees, with 765 in the U.S. and 700 in Canada[139][140] - The average employee tenure is 10 years, with a voluntary turnover rate of approximately 4%[144] - The company hires an average of 13 new graduates and 44 interns per year over the past three years to support talent recruitment[142] - The company promotes workplace safety with comprehensive training programs and compliance with safety protocols[146] - The company fosters a culture of equity and inclusion, enhancing overall effectiveness and performance[145] Regulatory and Environmental Compliance - The company is subject to numerous federal, state, and provincial regulations affecting its operations, including drilling, production, and environmental assessments[150][161] - The company is subject to various environmental and occupational health and safety regulations, which could lead to significant costs and liabilities if not complied with[166][170] - Ovintiv has established monitoring and reporting programs to ensure compliance with environmental and regulatory standards[169] - The company maintains insurance coverage for environmental and occupational health risks, but is not fully insured against all such risks[170] Market and Economic Factors - As of December 31, 2025, commodity price fluctuations could result in unrealized gains or losses impacting pre-tax net earnings, with a 10% increase in oil prices potentially leading to a loss of $41 million[488] - Foreign exchange rate fluctuations could impact pre-tax net earnings, with a 10% increase in the Canadian dollar potentially resulting in a gain of $29 million[493] - As of December 31, 2025, Ovintiv had floating rate borrowings of $351 million, with a 1% change in interest rates affecting earnings by $4 million[495] - The company may enter into various derivative financial instruments to mitigate commodity price risk, governed by formal policies set by the Board of Directors[487] Acquisitions and Divestitures - The company announced a definitive agreement to sell its Anadarko assets for proceeds of $3.0 billion, expected to close in Q2 2026[55] - During 2025, the company divested its Uinta assets for proceeds of approximately $1.9 billion after closing adjustments[55] - The company completed an acquisition of Montney assets for approximately $2.274 billion, adding 109,000 net acres in the Alberta Montney region[71] Future Commitments - The Company is committed to deliver approximately 11.6 MMbbls of oil and NGLs and 34.7 Bcf of natural gas from 2026 to 2027 in the USA Operations[131] - In Canadian Operations, the Company is committed to deliver approximately 25.9 MMbbls of oil and NGLs and 572.5 Bcf of natural gas from 2026 to 2035[131] - The total transportation and processing commitments for USA and Canadian Operations amount to $6,256 million[132] - The Company expects to fulfill delivery commitments primarily from proved developed reserves, with longer-term commitments from proved undeveloped reserves[133]

Marketplace Performance - In 2025, the company had 22,062 active Marketplace Buyers and 14,905 active Marketplace Sellers, generating $10.4 billion in Marketplace GMV, reflecting changes of 5%, 4%, and 9% respectively from the prior year[41]. - The company’s marketplace platform enables real-time transactions of wholesale vehicles, with thousands of dealers transacting daily[35]. - The company’s operational metrics, such as Marketplace Buyers and Sellers, are tracked internally and may be subject to inaccuracies, affecting business perception[98]. - The company’s ability to grow the share of wholesale transactions from existing customers is critical for maintaining revenue, but customer retention is uncertain[104]. - Seasonal fluctuations in vehicle sales may impact quarterly results, with sales typically peaking in the first quarter and declining in the fourth quarter[120]. Financial Performance and Risks - The company recorded a loss of $18.7 million for the year ended December 31, 2025, related to the bankruptcy of Tricolor Holdings LLC and its affiliates[112]. - The company faces risks related to fluctuations in benchmark interest rates, which could adversely affect its business and financial condition[97]. - A decrease in the supply of used vehicles coming to the wholesale market could negatively impact sales volumes and profitability[106]. - The company is exposed to credit risk from dealer borrowers, which could negatively impact its financial condition due to defaults and fraud[112]. - The company may face challenges in identifying and integrating acquisitions, which could divert management's attention and adversely affect financial performance[113]. - The company bears settlement risk for vehicles sold through its marketplace, which could lead to significant net losses if receivables are not collected[115]. - Economic conditions, including consumer confidence and credit availability, significantly impact demand for used vehicles and overall financial performance[134]. Regulatory and Compliance Issues - The company is subject to extensive regulations affecting the wholesale, financing, and transportation of used vehicles, which vary by state and could impact operations[69]. - The company is required to comply with various laws and regulations regarding data security, and failure to do so could lead to costly legal actions and reputational damage[157]. - The company is subject to numerous federal, state, local, and international data privacy and security laws, which are continuously evolving and may lead to significant compliance costs[164]. - The California Consumer Privacy Act (CCPA) provides California residents with expanded rights regarding their personal information, including the right to request deletion and opt-out of data sharing, with potential civil penalties for violations[164]. - The company anticipates that compliance with evolving laws and regulations regarding artificial intelligence (AI) will increase operating expenses significantly[191]. - The regulatory framework governing the company's operations is subject to continuous change, which could lead to increased compliance costs and operational challenges[199]. Technology and Innovation - The company’s technology platform supports efficient vehicle movement through ACV Transportation, providing real-time transportation quotes during transactions[35]. - The company must continuously innovate and introduce new products, including those powered by artificial intelligence, to maintain a competitive edge in the marketplace[147]. - The reliance on third-party technology for critical business functions poses risks that could affect the integrity and efficiency of operations[146]. - The company utilizes AI technologies, which could expose it to reputational and legal risks if the outputs are perceived as flawed or biased[189]. Marketing and Brand Strategy - The company’s marketing initiatives focus on driving brand awareness and customer retention, utilizing various channels including digital and direct marketing[52]. - The company’s competitive advantage lies in its deep expertise in the used vehicle market and a transparent digital approach, enhancing trust and efficiency in transactions[40]. - The company’s ability to maintain and protect its reputation and brand recognition is crucial, as failure to do so could adversely affect its business[180]. Legal and Intellectual Property Risks - The company may face legal proceedings alleging infringement of third-party intellectual property rights, which could materially affect its business and financial condition[177]. - The use of open source software could expose the company to litigation regarding ownership and compliance with licensing terms[184]. - The company may incur significant expenses and distractions from management due to litigation related to intellectual property claims[179]. Stock and Capital Structure - The company expects to issue additional capital stock in the future, which will dilute existing stockholders' ownership interests[216]. - The market price of the company's common stock may be highly volatile due to various factors, including economic and regulatory conditions[217]. - The company does not intend to pay dividends in the foreseeable future, limiting returns for common stockholders to potential price appreciation[229]. - Anti-takeover provisions in the company's charter may make acquisitions more difficult and limit stockholder influence over management[223].

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 (not applicable) Commission file number 1-6880 U.S. BANCORP (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organizati ...