Financial Performance - The company reported net losses of $9.8 million and $10.6 million for the years ended December 31, 2025, and 2024, respectively, with an accumulated deficit of $226.6 million as of December 31, 2025[344]. - The company has incurred substantial losses and negative cash flow since inception, raising doubts about its ability to continue as a going concern[346]. - The company had an accumulated deficit of $226.6 million as of December 31, 2025, and has not yet achieved profitability[396]. - The company anticipates being able to fund its operating expenses through the third quarter of 2026, raising substantial doubt about its ability to continue as a going concern[397]. Research and Development - The expected timeline for the ONP-002 clinical trials includes starting Phase 2a in Q1 2026 and Phase 3 in Q1 2028[338]. - The company plans to increase research and development expenses as it advances the ONP-002 program while pausing other product candidates pending additional financing[363]. - The company anticipates significant expenditures related to research and development activities, including clinical trials and regulatory submissions[345]. - Research and development expenses decreased to $2.4 million in 2025 from $4.1 million in 2024, a reduction of $1.7 million or 41.8%[388]. Cash and Financing Activities - As of December 31, 2025, the company had $8.4 million in cash and cash equivalents, expected to fund operations through Q3 2026[352]. - The company raised approximately $15 million from a public offering of 660,000 shares of Series H Convertible Preferred Stock on July 2, 2025[342]. - Net cash provided by financing activities was $16.8 million in 2025, up from $6 million in 2024[402]. - Financing activities in 2025 included $15.0 million in net proceeds from the issuance of Series H Preferred Stock and warrants, $2.6 million from common stock issuance, and $2.5 million from short-term borrowings, offset by $3.3 million in repayments of short-term notes payable[403]. - In 2024, financing activities consisted of $6.7 million in net proceeds from common stock issuance, partially offset by $0.7 million in repayments of short-term notes payable[404]. Debt and Interest - The company issued a $3.0 million promissory note in March 2025, which was repaid in full on July 2, 2025, using proceeds from the public offering[343]. - A $3.0 million promissory note was issued on March 13, 2025, with net proceeds of approximately $2.2 million after fees[405]. - The promissory note was non-interest bearing unless a default occurred, at which point interest would accrue at 20% per annum[406]. - Interest income rose to $182,229 in 2025, a significant increase of 297.04% from $45,897 in 2024[393]. - Interest expense surged to $785,930 in 2025 from $29,828 in 2024, an increase of 2,534.87% due to debt-related costs[393]. - Total short-term notes payable as of December 31, 2025, was $227,348, compared to $328,528 in 2024[410]. Operating Expenses - General and administrative expenses increased to $7 million in 2025 from $6.4 million in 2024, an increase of $525,464 or 8.1%[390]. - Total operating expenses were $9.4 million in 2025, down from $10.6 million in 2024, reflecting a decrease of $1.2 million or 11.3%[385]. - Cash used in operating activities was $9.2 million in 2025, compared to $8.6 million in 2024, reflecting higher working capital utilization[399]. Tax and Regulatory - The company has federal and state tax net operating loss carryforwards of $164.8 million and $138.5 million, respectively, as of December 31, 2025[368]. - The company does not have any off-balance sheet arrangements[412]. - As a smaller reporting company, the company is not required to provide information on market risk[413]. Inflation Impact - Inflation has not had a material impact on the company's operating results for the fiscal years ended December 31, 2025, and 2024[411].

Financial Performance - For the year ended December 31, 2025, the company generated total revenues of $178.9 million, with a net loss of $29.7 million and an operating loss of $35.9 million[22]. - The company reported revenues of $5.0 million from U.S. customers and $173.9 million from foreign countries for the year ended December 31, 2025, with 50.6% from Korea and 36.9% from Greater China[53]. - For the years ended December 31, 2025 and 2024, the ten largest customers accounted for 74.3% and 73.4% of net sales from the Power Solutions business, respectively[53]. - The average selling prices of semiconductor products have declined rapidly, impacting revenue and gross profit[94]. - The semiconductor industry faces macroeconomic challenges including rising inflation, increased interest rates, and supply chain disruptions, which may impact business operations[217]. Business Strategy - The company announced a strategic decision to become a pure-play Power company to drive revenue growth and improve profitability, leading to the shutdown of the Discontinued Business[23][24]. - The company plans to transition to a pure-play Power company, focusing investments on Power Analog Solutions and Power IC businesses to enhance profitability and maximize shareholder value[208]. - The company aims to broaden its customer base, particularly in high-growth regions such as China, Hong Kong, and Taiwan, while also enhancing relationships with existing customers[40]. - The sales and marketing strategy focuses on expanding relationships with leading consumer electronics OEMs while entering industrial and automotive markets[51]. - The company aims to diversify its portfolio to mitigate the impact of market volatility and competition from new entrants[201]. Product and Market Development - The Power Analog Solutions business represented 89.7% of total revenues for the fiscal year ended December 31, 2025, while the Power IC business accounted for 10.3%[33][35]. - The market for power semiconductors is expanding, driven by applications in industrial sectors and automotive technologies, including electric vehicles[36]. - The product portfolio includes MOSFETs with voltage options ranging from 12V to 900V, targeting applications in consumer electronics and automotive sectors[45]. - The IGBTs product line includes voltage options from 650V to 1200V, used in automotive and high-power industrial applications[45]. - The company expects its AC-DC/DC-DC converters to meet green power requirements with features like wide input voltage ranges and high efficiency[47]. Research and Development - The company has a substantial patent portfolio with over 950 registered patents and pending applications, supporting its competitive strengths in technology and product development[20][39]. - The company recognizes the significance of R&D talent and holds seminars to share research outcomes, enhancing semiconductor expertise among engineers[65]. - Research and development investments may not yield commercially viable products, impacting future revenue generation[101]. Operational Risks - The semiconductor industry is highly cyclical, and Magnachip's financial results may be adversely affected by downturns in demand and price erosion[81]. - The company faces risks related to the sourcing of specialized raw materials, which are often limited to a few suppliers, potentially impacting production costs[73]. - The company may incur significant costs due to cybersecurity breaches, which could materially impede operations and harm reputation[146]. - The company may face increased manufacturing costs and potential inability to fulfill customer orders due to global shortages in manufacturing capacities[113]. - The lengthy design-to-mass production cycle can lead to significant expenses without guaranteed sales, posing financial risks[100]. Compliance and Regulatory Issues - The company adheres to international labor standards, ensuring a safe and fair working environment free from discrimination[63]. - Magnachip has implemented an Occupational Health and Safety Management System certified to ISO 45001 and an Environmental Management System certified to ISO 14001[69]. - The company is subject to stringent environmental regulations, including the Korean Emissions Trading Scheme, which requires compliance with greenhouse gas emissions targets[71]. - Compliance with regulations regarding "conflict minerals" could limit the supply and increase the cost of certain raw materials used in manufacturing products[115]. - The company is subject to regular reviews and audits by the IRS and other taxing authorities, which may lead to greater scrutiny and potential adverse impacts on financial condition[121]. Employee and Workplace Culture - The workforce consisted of 711 employees as of December 31, 2025, with 163 in sales and marketing, 108 in research and development, and 411 in manufacturing[58]. - Magnachip emphasizes the importance of inclusion and diversity, fostering a workplace culture that supports all employees regardless of their background[62]. - The company invests in employee development through various training programs, requiring most employees to complete educational programs annually[64]. - Approximately 64% of the company's employees, totaling 441, were represented by the Magnachip Semiconductor Labor Unions as of December 31, 2025[108]. Financial Management - As of December 31, 2025, the outstanding intercompany loan balance between Magnachip Semiconductor, Ltd. and the Dutch subsidiary was $75.1 million[105]. - The company has not historically paid dividends and does not currently have a dividend policy, relying on stock sales for potential investment gains[162]. - The share repurchase program authorized on July 19, 2023, allows for up to $50 million in stock buybacks, which could affect stock price and cash reserves[154]. - The company has a new $50 million stock buyback program authorized on July 19, 2023, with no purchases made during the quarter ended December 31, 2025[192]. - The company’s stock performance shows a decline from 155.10 at the end of 2021 to 18.86 by the end of 2025, indicating a significant drop in value[186].

Financial Performance - For the full year 2025, W&T expects a net loss of $150.1 million, or $(1.01) per diluted share, compared to a net loss of $87.1 million, or $(0.59) per diluted share in 2024[4]. - Adjusted EBITDA for 2025 is expected to be $129.6 million, down from $153.6 million in 2024, while revenues are projected to total $501.5 million, a decrease from $525.3 million in 2024[4]. - Net loss for Q4 2025 was $27,127,000, an improvement compared to a net loss of $71,474,000 in Q3 2025[28]. - Adjusted net loss for the same period was $20,460,000, with an adjusted net loss per share of $0.14[35]. - Free Cash Flow for the three months ended December 31, 2025, was negative at $11,161,000, compared to negative $1,387,000 in the previous quarter[39]. - Free Cash Flow for Q4 2025 was $(11,161,000), a decrease from $(1,387,000) in Q3 2025 and $(10,188,000) in Q4 2024, while the full year 2025 Free Cash Flow was $1,518,000 compared to $44,869,000 in 2024[41]. Production and Sales - Production for 2025 is expected to average 34.0 MBoe/d, totaling 12.4 MMBoe, compared to 33.3 MBoe/d and 12.2 MMBoe in 2024[5]. - Net sales volumes for oil reached 1,324 MBbls in Q4 2025, up from 1,302 MBbls in Q3 2025, while natural gas volumes were 9,562 MMcf, down from 10,159 MMcf[22]. - Average daily equivalent sales increased to 36.2 MBoe/d in Q4 2025 from 35.6 MBoe/d in Q3 2025[22]. Pricing and Revenue - The average realized sales price per barrel of crude oil for 2025 is expected to be $64.09, down from $75.28 in 2024, while the average realized price for natural gas is expected to rise to $3.90 per Mcf from $2.65[6]. - Average realized sales price for oil was $57.39 per Bbl in Q4 2025, a decrease of 11.5% from $64.62 in Q3 2025[22]. - W&T's average realized sales price for natural gas, including realized commodity derivatives, is expected to be $4.32 per Mcf[17]. Assets and Liabilities - As of December 31, 2025, W&T expects total debt of $350.8 million and net debt of $210.3 million, a decrease of $73.9 million from $284.2 million at the end of 2024[7]. - Total current assets increased to $239,269,000 as of December 31, 2025, compared to $218,458,000 in 2024[25]. - Total assets decreased to $955,807,000 in 2025 from $1,098,930,000 in 2024[25]. - Long-term debt decreased to $342,355,000 in 2025 from $365,935,000 in 2024[25]. - The company has approximately $184.5 million in available liquidity, including $140.6 million in unrestricted cash[7]. Reserves and Future Cash Flows - The company's year-end 2025 proved reserves are expected to be 121.0 MMBoe, down from 127.0 MMBoe at year-end 2024, with a PV-10 value of approximately $829.2 million[9]. - The PV-10 value for proved oil and natural gas reserves as of December 31, 2025, was $1,115.3 million, down from $1,229.5 million in 2024[44]. - The standardized measure of discounted future net cash flows is expected to decrease by 12% to $651.3 million from $740.1 million at year-end 2024[10]. - The standardized measure of discounted future net cash flows was $651.3 million for 2025, compared to $740.1 million for 2024[44]. Operational Expenses - Average operating expenses per Boe were $22.40 in Q4 2025, a slight decrease from $23.27 in Q3 2025[22]. - The company reported depreciation, depletion, and amortization expenses of $28,488,000 for the three months ended December 31, 2025[39]. - The company incurred $13,318,000 in capital expenditures on an accrual basis for the three months ended December 31, 2025[40]. - The company reported a capital expenditure of $13,318,000 for Q4 2025, which was lower than $22,542,000 in Q3 2025 and $12,228,000 in Q4 2024[41]. Cash Flow and Changes - Operating cash flow for Q4 2025 was $25,940,000, compared to $26,537,000 in Q3 2025[28]. - Net cash provided by operating activities for Q4 2025 was $25,940,000, compared to $26,537,000 in Q3 2025 and a loss of $4,317,000 in Q4 2024[41]. - Changes in operating assets and liabilities resulted in a cash outflow of $21,606,000 in Q4 2025, compared to an inflow of $2,239,000 in Q3 2025 and an inflow of $11,441,000 in Q4 2024[41]. Other Considerations - The company declared a first quarter 2026 dividend of $0.01 per share, to be paid on March 26, 2026[15]. - The allowance for credit losses was $70,000 for the three months ended December 31, 2025[39]. - The allowance for credit losses was $70,000 in Q4 2025, compared to $156,000 in Q3 2025 and $118,000 in Q4 2024[41]. - Non-recurring legal and IT-related costs amounted to $613,000 in Q4 2025, a significant increase from $(52,000) in Q3 2025 and $860,000 in Q4 2024[41]. - The company recognized a loss on extinguishment of debt of $15,015,000 for the year ended December 31, 2024[35]. - The company emphasized the importance of PV-10 as a non-GAAP measure for evaluating the monetary significance of oil and natural gas properties, despite it not being a measure of financial performance under GAAP[42]. - Forward-looking statements indicate potential risks including regulatory changes, market volatility, and operational challenges that could impact future performance[45].

or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K SIDDHI ACQUISITION CORP (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Ide ...

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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001-42578 SIDDHI ACQUISITION CORP (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | ...

Production and Guidance - In FY 2025, Contango's share of production from the Manh Choh mine totaled approximately 60,200 gold equivalent ounces, including 57,315 ounces of silver[2]. - The company plans to increase total tonnes mined in FY 2026 by approximately 14% compared to FY 2025, with an estimated production of 225,000 contained ounces mined[20]. - Contango's gold production guidance for FY 2026 is estimated at 40,000 to 45,000 oz, with cash costs ranging from $1,900 to $2,000 per oz sold[21]. - For FY 2027, gold production is projected to be between 75,000 to 80,000 oz, with cash costs estimated at $1,200 to $1,300 per oz sold[21]. - Total tons mined in FY 2026 is guided at 15.5 million tons, with gold production guidance of 142,700 oz[23]. - Gold recovery rate is expected to be 93% in FY 2026 and 88% in FY 2027[23]. Financial Performance - The company reported a net loss of $36.1 million for FY 2025, with an adjusted net income of $73.0 million and total income from operations of $69.1 million[2][18]. - Cash costs per ounce sold were $1,459, and all-in sustaining costs were $1,616, aligning with the 2025 guidance of $1,625 per ounce sold[3][15]. - Adjusted net income for the year is projected at $73 million, reflecting the underlying operating performance of the core mining business[28]. Cash Position and Distributions - The unrestricted cash position as of December 31, 2025, was $64.8 million, a significant increase from $20.0 million as of December 31, 2024[2][19]. - Cash distributions from the Peak Gold JV are estimated to be between $48 million and $54 million in FY 2026 and between $165 million and $175 million in FY 2027[20]. - Cash distributions from the Peak Gold JV are expected to be between $48 million to $54 million in FY 2026, increasing to $165 million to $175 million in FY 2027[21]. Strategic Plans - The company aims to be completely un-hedged by the end of FY 2026, with less than $10 million remaining on its Credit Facility[20]. - Contango plans to deliver 11,000 oz of gold into hedge contracts in FY 2026 and aims to be fully unhedged by early FY 2026[22]. - The company forecasts to completely pay off its Credit Facility by early 2027[22]. Project Developments - The Johnson Tract project has a post-tax net present value of $615.4 million and a pay-back period of 1.3 years at a $4,000 gold price[5]. - The company commenced an underground diamond drilling program at the Lucky Shot project in Q4 2025, targeting 400,000 to 500,000 measured and indicated gold ounces[4]. - The Dolly Varden merger is expected to close in late March 2026, creating a combined entity named Contango Silver & Gold Inc.[17]. Joint Ventures - Contango holds a 30% interest in the Peak Gold JV, which leases approximately 675,000 acres for exploration and development[31].

Industry Challenges - The foodservice distribution industry is characterized by low margins and high inventory turnover, with significant inflation or deflation impacting profitability [90]. - Changes in U.S. trade policy, including tariffs, could adversely affect operating results and supply chain costs, potentially leading to increased sales prices [91][92]. - Increased competition in the foodservice distribution industry may lead to reduced margins and loss of market share, particularly in the niche market serving Asian restaurants [98][99]. - Volatile fuel prices could adversely affect operating results, with potential difficulties in passing increased costs to customers [100]. - Discretionary consumer spending reductions could negatively impact sales from Asian restaurants, affecting overall demand for products [101]. - Economic downturns in the U.S. could materially affect financial condition and results of operations due to geographic concentration of operations [97]. Labor and Operational Risks - A shortage of qualified labor could negatively impact business operations and increase wage costs, affecting overall profitability [94][96]. - Labor costs are a considerable portion of the company's operating expenses, and increases in these costs could adversely affect financial performance [124]. - The company faces risks associated with rising interest rates, which could negatively impact customer demand and overall economic activity [130]. Supply Chain and Compliance Risks - Reliance on third-party suppliers poses risks of supply interruptions and increased product costs, which could adversely affect sales [102][103]. - The company is subject to various federal, state, and local regulations, and non-compliance could result in significant fines and operational restrictions [125]. - The company may face product liability claims and recalls, which could lead to unexpected expenditures and damage to its reputation [126]. Financial Performance and Reporting - The company recorded a goodwill impairment charge of $38.8 million during the year ended December 31, 2025, indicating a significant decline in the fair value of its reporting unit [133]. - The company has identified material weaknesses in its internal control over financial reporting, which could undermine investor confidence and affect financial reporting reliability [145]. - As of December 31, 2025, the company’s aggregate floating rate debt was $57.9 million, representing 35.7% of total debt, with a potential interest expense change of approximately $0.6 million per year for a 1% rate change [231]. Strategic Growth and Acquisitions - The company’s growth strategy relies heavily on future acquisitions of distributors or wholesalers to expand its customer base and access untapped market regions [136]. - There is significant competition for acquisition opportunities, with many well-financed entities actively seeking desirable targets, which may affect the terms of potential acquisitions [139]. - Significant acquisitions may require additional debt or equity financing, potentially altering the company’s debt-to-equity ratio and increasing interest expenses [137]. - The company’s ability to pursue acquisitions is limited by its financial resources, necessitating additional financing to continue its acquisition strategy [141]. - The company faces risks related to the integration of acquired businesses, which could disrupt operations and dilute shareholder value [142]. Cybersecurity and Technology Risks - Cybersecurity incidents could disrupt business operations and lead to significant reputational and financial harm [107][111]. - The company is exposed to cybersecurity risks due to its expanding information technology initiatives, which could affect its operations if not properly managed [112]. - The company utilizes AI tools, increasing the risk of unauthorized data access and potential compliance issues with evolving AI regulations [113]. Related-Party Transactions - Related-party transactions may create conflicts of interest that could adversely affect the company's financial condition and operations [116]. Real Estate and Asset Management - As of December 31, 2025, the company owned approximately 0.9 million square feet of distribution centers, representing 67% of total square footage, with the remaining 33% under leasing arrangements [119]. - Average diesel fuel prices decreased by 2.6% in 2025 compared to 2024, but future price fluctuations remain unpredictable and could impact operating costs [232]. - The company does not actively hedge diesel fuel price fluctuations but aims to minimize risks through delivery route optimization and fleet utilization improvements [233]. Shareholder Influence - Zhou Min Ni, the former Chairman, holds approximately 22% of the company’s common stock, giving him significant influence over shareholder decisions, which may not align with other shareholders' interests [148].

Financial Performance - In 2025, Douglas Elliman reported a net income of $15,219, compared to a net loss of $76,316 in 2024, marking a significant turnaround[187]. - Revenue for the year ended December 31, 2025, was $1,033,055, an increase of $37,428 (4%) compared to $995,627 in 2024[219]. - Total revenue for the year ended December 31, 2025, was $1,069,228, a slight increase of $4,775 (0.45%) compared to $1,064,453 for 2024[224]. - Operating income for 2025 was $45,482, a significant improvement of $114,308 compared to an operating loss of $68,826 in 2024[219]. - Gross profit rose to $261,084 for 2025, an increase of $9,276 (4%) from $251,808 in 2024, driven by higher existing home sales in the Northeast region[226]. Transaction Metrics - The total transactions for 2025 were 21,338, a slight decrease from 21,779 in 2024[187]. - The gross transaction value increased to $39.8 billion in 2025, up from $36.4 billion in 2024, reflecting a growth of approximately 9.3%[187]. - The average transaction value per transaction rose to $1,863.4 thousand in 2025, an increase of 11% from $1,671.0 thousand in 2024[187]. - The average sales price of homes sold by Douglas Elliman increased by 11% in 2025, while existing home sales in the U.S. remained flat at 4.06 million[183]. Expenses and Costs - Commission and other brokerage income increased by $43,285 to $989,842 in 2025, driven by higher average transaction prices of $1.86 million per home sale compared to $1.67 million in 2024[221]. - Real estate agent commissions for 2025 were $771,971, up by $28,152 (4%) from $743,819 in 2024, accounting for 75% of total revenue[219]. - General and administrative expenses decreased by $6,822 (6%) to $110,951 in 2025 from $117,773 in 2024[219]. - Technology expenses decreased by $796 (3%) to $22,590 in 2025 compared to $23,386 in 2024[219]. - Real estate agent commissions expense increased to $771,971 for 2025, up $28,152 (4%) from $743,819 in 2024, maintaining a consistent 75% of revenues[225]. Cash Flow and Financing - Cash used in operations decreased to $13,878 in 2025 from $25,962 in 2024, attributed to lower liability payments and increased development marketing closings[236]. - Cash provided by investing activities was $90,461 in 2025, compared to cash used of $6,786 in 2024, mainly from proceeds of $82,494 from the sale of the property management business[237]. - Cash used in financing activities was $96,095 in 2025, primarily due to the repayment of Convertible Notes totaling $94,067[238]. - As of December 31, 2025, cash and cash equivalents were $115,510, down $20,147 from $135,657 in 2024[235]. Strategic Actions - The company sold its subsidiary, Douglas Elliman Property Management, for a base purchase price of $85,000 on October 24, 2025[194]. - Douglas Elliman repaid and redeemed all senior secured convertible promissory notes for an aggregate payment of $95,000 on October 24, 2025[194]. - The company suspended its quarterly cash dividend effective June 12, 2023, and does not expect to pay dividends in the foreseeable future[242]. - The company continues to evaluate potential acquisitions and strategic transactions to enhance its capital structure and market position[241]. Market Position and Risks - Douglas Elliman was named the most trusted real estate brokerage firm in the U.S. in both 2025 and 2024, highlighting its strong brand reputation[184]. - The annual retention rate decreased to 84% in 2025 from 89% in 2024, indicating a decline in agent stability[187]. - The company acknowledges that forward-looking statements involve significant risks and uncertainties that could lead to actual results differing materially from anticipated outcomes[256]. - The company emphasizes that expectations in forward-looking statements are based on reasonable assumptions, but there is a risk that these expectations may not be met[256]. - The company does not commit to updating forward-looking statements to reflect events or circumstances occurring after the date of the annual report[256]. - New factors may emerge that could impact the company's business and operations, making it difficult to predict all influencing factors[256]. - The company incorporates market risk disclosures in its Management's Discussion and Analysis of Financial Condition and Results of Operations[257].

Financial Position - As of December 31, 2025, First Foundation Inc. had total assets of $11.9 billion, total loans of $7.0 billion, and total deposits of $9.3 billion[19]. - The company reported $5.1 billion in assets under management (AUM) and $1.2 billion in trust assets under advisement (AUA) as of December 31, 2025[19]. - Trust assets under management (AUA) totaled $1.2 billion as of December 31, 2025, providing cross-selling opportunities with investment advisory services[56]. - The company raised approximately $228 million in gross proceeds from an equity capital raise in July 2024, which is crucial for maintaining regulatory ratios and funding growth[207]. Merger and Acquisition - First Foundation Inc. announced a merger agreement with FirstSun Capital Bancorp on October 27, 2025, with the transaction expected to close on April 1, 2026[24][25]. - The proposed merger with FirstSun Capital Bancorp may create significant uncertainty and disruption across business operations, potentially impacting relationships with customers, suppliers, and employees[156]. - The merger agreement limits the company's ability to pursue alternatives and may discourage other companies from attempting to acquire it[143]. - The success of the merger will depend on the ability to effectively combine operations and realize anticipated cost savings, which may be more difficult or time-consuming than expected[161]. - If the merger is not consummated, the company could face negative market reactions and incur significant expenses without realizing any strategic benefits[160]. - The company is subject to operational restrictions under the merger agreement, which may hinder its ability to respond to competitive pressures[158]. - The combined company may fail to retain key personnel post-merger, impacting its operational effectiveness[143]. - The Merger Agreement includes a termination fee of $31.4 million payable by FFI under certain conditions, which may deter competing acquisition proposals[175]. - Stockholder litigation related to the Merger could delay its completion and negatively impact the business[172]. - The Merger is subject to various conditions that must be satisfied or waived, and failure to meet these conditions could prevent its consummation[176]. Revenue and Income Sources - The banking operations of First Foundation Bank include a wide range of loan products, deposit products, and trust services, which are key revenue drivers[26]. - Trust service fees provide additional sources of noninterest income, complementing the investment and wealth management services offered[27]. - The company competes primarily on personal service rather than pricing, aiming to maintain competitive pricing in highly competitive markets[63]. - Economic conditions, including interest rate spreads and government policies, significantly impact the company's profitability and noninterest income[64]. - The company faces limitations on earning fees and noninterest income due to regulations such as the Dodd-Frank Act[65]. Regulatory Compliance - First Foundation Inc. is subject to regulation under the Bank Holding Company Act of 1956, requiring periodic reports and examinations by the Federal Reserve[71]. - The capital requirements for bank holding companies include a Tier 1 leverage capital ratio of at least 4.00%, a common equity tier 1 capital ratio of 7.00%, a Tier 1 risk-based capital ratio of 8.50%, and a total risk-based capital ratio of 10.50%[82]. - As of December 31, 2025, First Foundation Bank (FFB) exceeded the minimum regulatory capital requirements necessary to be classified as "well-capitalized" under prompt corrective action requirements[90]. - The capital conservation buffer requires an additional 2.5% of common equity tier 1 capital on top of minimum risk-weighted asset ratios to avoid constraints on dividends and executive compensation[82]. - The Federal Deposit Insurance Corporation Improvement Act of 1991 mandates prompt corrective action for depository institutions failing to meet capital adequacy standards[85]. - FFB is subject to primary supervision and regulation by the FDIC and the DFPI, affecting its operations and compliance with federal and state banking laws[77]. - The Basel III capital rules, effective January 1, 2023, introduced new capital requirements and risk-weighted asset calculations, impacting larger banking organizations[84]. - The Federal Reserve may require bank holding companies to terminate activities that pose significant risks to financial safety and stability[74]. - FFB must obtain prior approval from the Federal Reserve for acquiring more than 5% of voting securities or assets of other banking-related entities[79]. - The FDIC's Deposit Insurance Fund (DIF) reserve ratio was at 1.40% as of September 30, 2025, indicating a stable insurance fund[105]. - The FDIC increased initial base deposit insurance assessment rates by 2 basis points starting in 2023 to improve the DIF reserve ratio[105]. - FFB is prohibited from paying cash dividends that would cause it to become undercapitalized, with restrictions imposed by the FDIC and DFPI[100]. - The maximum amount of unsecured obligations any borrower may owe to a California state bank is limited to 15% of the bank's shareholders' equity[102]. - The Federal Reserve and FDIC have guidelines for banks with a concentration of commercial real estate loans, requiring heightened risk management practices if certain thresholds are met[114]. - The Federal Reserve has policies that bank holding companies should only pay dividends from income available over the past year, ensuring financial strength[99]. - The FDIC may terminate deposit insurance if a bank is found to be in an unsafe condition or has violated applicable laws[106]. - FFB must conduct periodic asset quality reviews to identify problem loans and establish sufficient reserves to absorb estimated losses[96]. - The Dodd-Frank Act increased the maximum deposit insurance amount to $250,000 per depositor[103]. - The Company is subject to examination for consumer compliance by the Consumer Financial Protection Bureau (CFPB) due to its assets exceeding $10 billion[124]. - The Company is required to comply with the Community Reinvestment Act, which evaluates its performance in meeting the credit needs of local communities[120]. - The Company is subject to the Sarbanes-Oxley Act, which includes requirements for executive certification of financial presentations and internal control disclosures[132]. - The Company has adopted a risk-based approach to anti-money laundering compliance as mandated by the Anti-Money Laundering Act of 2020[122]. - The Company is subject to the Volcker Rule, which restricts proprietary trading and investment in certain funds[128]. - The Company monitors developments in state-level privacy and cybersecurity regulations, including the California Consumer Privacy Act and the California Privacy Rights Act[117]. Operational Challenges - The company faces risks related to economic conditions that could adversely affect its business and financial performance[142]. - The integration process may result in unforeseen expenses and could disrupt ongoing business operations[167]. - The company may not be able to maintain a strong core deposit base or other low-cost funding sources, increasing liquidity risk[148]. - The company may face challenges in retaining key employees post-Merger, which could disrupt operations and affect customer retention[169]. - Changes in the Board of Directors and executive management team may create uncertainties and impact the company's ability to execute its strategic plan effectively[209]. - The company is pursuing a plan to diversify its loan portfolio, which may take considerable time and resources, potentially disrupting operations and impacting financial condition[214]. - The high-profile failures of several depository institutions in 2023 have negatively impacted customer confidence, potentially leading to a shift of deposits to larger financial institutions[217]. - The company may incur significant losses from balance sheet repositioning and future asset sales, with potential sales of transferred loans possibly resulting in significant losses[200]. Loan Portfolio and Risk Management - The company’s lending platform includes commercial real estate, commercial and industrial loans, and consumer loans, tailored to meet the needs of various client segments[34][40]. - The commercial real estate loan channel includes multifamily residential and non-owner occupied loans, with a focus on cash flow from operations as a key underwriting criterion[35][37]. - The consumer loan channel includes single-family residential loans and home equity lines of credit, with single-family loans making up a substantial majority of the balances[47]. - The company does not sell or securitize its single-family residential mortgage loans, which are primarily adjustable-rate loans with initial fixed-rate periods ranging from 3 to 10 years[48]. - Approximately 87.5% of the loans in the loan portfolio are concentrated in California (73%), Florida (8%), Texas (5%), Nevada (1%), and Hawaii (0.5%) as of December 31, 2025[194]. - Loans secured by multifamily and commercial real estate represent approximately 59.9% of the outstanding loans, making the company vulnerable to downturns in the real estate market[195]. - The allowance for credit losses may not be adequate to cover actual losses, potentially affecting net income and operating results[191]. - Changes in interest rates could reduce the company's net interest margin and net interest income, impacting earnings if rates on deposits increase faster than those on loans[196]. - As of December 31, 2025, the company had an interest rate swap agreement with a notional amount of $350 million designated as a cash flow hedge, and a combined notional amount of $799 million in fair value hedges[198]. - In August 2024, the company reclassified $1.9 billion of its multifamily loan portfolio from loans held for investment to loans held for sale, resulting in a LOCOM adjustment of $117.5 million recorded in quarterly earnings[200]. - Large depositor relationships accounted for approximately 9.7% of total deposits, increasing liquidity risk if any large depositor withdraws funds[203]. - The company may face challenges in maintaining a strong core deposit base, which is essential for funding lending activities and could lead to increased funding costs[202].

Financial Performance - Revenue for 2025 was $125.319 million, a 1.3% increase from $123.651 million in 2024[233] - Net income for 2025 decreased to $8.059 million, down 48.7% from $15.709 million in 2024[233] - Adjusted EBITDA for 2025 was $19.619 million, a decline of 25% from $26.101 million in 2024[233] - Net income margin dropped to 6.4% in 2025 from 12.7% in 2024[233] - Total revenue increased by $1.7 million, or 1.3%, to $125.3 million for the year ended December 31, 2025, from $123.7 million for the year ended December 31, 2024[264] - Adjusted EBITDA for the year ended December 31, 2025, was $19,619,000, down from $26,101,000 in 2024, representing a decrease of 25.0%[290] - Adjusted EBITDA margin decreased to 15.7% in 2025 from 21.1% in 2024, indicating a decline in recurring profitability[290] - Adjusted net income for 2025 was $11,844,000, compared to $15,782,000 in 2024, reflecting a decrease of 25.0%[290] - Basic adjusted earnings per share for 2025 was $1.00, down from $1.15 in 2024, a decline of 13.0%[290] Assets Under Management - Assets under management increased by 1.4% from $36.5 billion to $37.0 billion for the year ended December 31, 2025[229] - Discretionary managed accounts AUM increased to $23.6 billion in 2025 from $22.8 billion in 2024[236] - Private funds AUM was $0.4 billion in 2025, unchanged from 2024[237] - Discretionary assets under management increased by $0.7 billion, while non-discretionary assets decreased by $0.2 billion[265] - The composition of assets under management as of December 31, 2025, was 65% discretionary and 35% non-discretionary[265] - As of December 31, 2025, total assets under management (AUM) reached $37.0 billion, with $25.3 billion classified as Level 1, $5.7 billion as Level 2, and $6.0 billion as Level 3[322] - The average AUM for the year ended December 31, 2025, was approximately $36.8 billion, with a potential revenue change of approximately $12.5 million for a 10% increase or decrease in AUM[323] - For the year ended December 31, 2024, the average AUM was approximately $34.9 billion, with a similar potential revenue change of approximately $12.4 million for a 10% increase or decrease in AUM[324] Revenue Sources - Revenue from discretionary managed accounts was $116.9 million in 2025, up from $115.2 million in 2024[236] - Family office services revenue increased by $0.4 million, or 10.0%, to $4.7 million for the year ended December 31, 2025, from $4.3 million for the year ended December 31, 2024[266] - Proprietary fund management revenue remained flat at $2.9 million for the years ended December 31, 2025, and 2024[265] - Sub-advised fund management revenue decreased to $0.9 million for the year ended December 31, 2025, compared to $1.2 million for the year ended December 31, 2024[265] - Management and advisory fees increased by $1.2 million, or 1.0%, to $120.6 million for the year ended December 31, 2025, from $119.3 million for the year ended December 31, 2024[256] Expenses - Total compensation expense rose to $83.945 million in 2025, compared to $76.663 million in 2024[247] - Total expenses increased by $10.0 million, or 9.4%, to $116.0 million for the year ended December 31, 2025, from $106.0 million for the year ended December 31, 2024[274] - Compensation and benefits expense rose by $7.3 million, or 9.5%, to $83.9 million for the year ended December 31, 2025, primarily due to merit-based increases and newly-hired staff[275] - General and administrative expenses increased by $2.7 million, or 9.2%, to $32.1 million for the year ended December 31, 2025, driven by higher professional fees and bad debt expense[276] Cash Flow and Financing - Cash flow from operations is expected to primarily fund compensation, general and administrative expenses, and debt service[295] - The company anticipates sufficient cash from operations to meet its commitments for the next twelve months[296] - Cash and cash equivalents decreased from $70.3 million in 2023 to $44.1 million in 2025, a decline of approximately 37%[298] - Net cash provided by operating activities was $18.6 million in 2025, down from $21.6 million in 2024, reflecting a decrease of about 14%[302] - Net cash used in investing activities increased to $3.6 million in 2025 from $1.7 million in 2024, representing a rise of approximately 112%[305] - Financing activities used $39.5 million in 2025, significantly higher than $21.5 million in 2024, marking an increase of about 84%[307] - Dividends paid to Class A shareholders were $7.1 million in 2025, slightly down from $7.4 million in 2024[307] - The company had $4.0 million outstanding under the term loan as of December 31, 2025, compared to $0 in 2024[294] - The credit facility was amended to extend the term loan maturity date to June 18, 2028, with a revolving credit facility maturity date extended to June 18, 2026[292] Tax and Compliance - The provision for income taxes was $3.0 million for the year ended December 31, 2025, with a tax rate of 27.0% compared to 22.5% in 2024[284] - The company operates under a tax receivable agreement requiring it to pay 85% of cash savings from tax benefits realized[326] - Silvercrest L.P. is not subject to federal and state income taxes, as income is passed through to partners, but is subject to New York City Unincorporated Business Tax[329] - The company recognizes uncertain tax positions only if they are "more likely-than-not" to be sustained upon examination, with benefits measured based on the largest realizable benefit[329] Market Impact - Market appreciation contributed to a 5.7% increase in total assets under management for the year ended December 31, 2025, compared to a 10.4% increase for the year ended December 31, 2024[265] - The company’s revenue is significantly impacted by market appreciation/depreciation, emphasizing the importance of fair value measurement for AUM[320]