Share Capital and Outstanding Shares - The company reported a total of 21,582,301 common shares and 10,300 Series B Preferred Shares outstanding as of December 31, 2025[479]. Loan Facilities and Debt Management - The company entered into a loan facility of $34.25 million with First Citizens Bank & Trust Company, fully drawn on May 10, 2021, to repay an outstanding loan[483]. - The CIT Loan Facility was increased to $52.25 million in August 2022, with an additional $18 million for financing the vessel Orion Globe[484]. - A second amendment to the CIT Loan Facility in August 2023 increased the facility to $72.25 million, with a top-up loan of $25 million for financing two vessels[488]. - A loan facility of $23 million was secured, with a repayment plan of 20 quarterly installments of $295,000 each, and a final payment of $17.1 million[495]. - A loan facility of $25 million was agreed upon for the purchase of a new fuel-efficient bulk carrier, scheduled for delivery in Q3 2026[501]. - The CIT Loan Facility was amended in September 2025, reducing the applicable margin from 2.70% to 1.95%[589]. - The CIT Loan Facility has a total balloon payment due in August 2027 of $28.4 million, with quarterly installments totaling $1,246,212[628]. - The Marguerite Loan Facility of $23 million has a repayment structure of 20 quarterly installments of $295,000, with a final payment of $17.1 million[637]. - The company entered into a loan agreement of $25 million with Marguerite Maritime S.A., with a repayment structure of 20 quarterly installments of $321,000 and a final payment of $18.58 million[650]. Vessel Acquisitions and Sales - The company paid a total of approximately $37.5 million for the construction of a fuel-efficient bulk carrier, delivered on January 25, 2024[485]. - Two additional fuel-efficient bulk carriers were contracted for a total consideration of approximately $70.3 million, with deliveries scheduled for August and September 2024[486]. - The company sold the m/v Sun Globe for a gross price of $14.1 million, recording a reversal of impairment of $4.4 million in Q1 2023[487]. - The company recognized a gain of approximately $2.2 million from the sale of the m/v Sky Globe for a gross price of $10.7 million[489]. - The company sold the m/v Star Globe for a gross price of $11.2 million, recognizing a gain of approximately $1.6 million from the sale[490]. - The company sold the m/v Moon Globe for $11.5 million, resulting in a reversal of impairment amounting to $1.89 million due to increased market value[494]. - The company acquired two Kamsarmax vessels for a total of $54 million, with payments made in cash and remaining balances due within one year[598]. - The company acquired the m/v GLBS Angel for $27.5 million and the m/v GLBS Gigi for $26.5 million, both paid with available cash[644]. - The remaining balance of $19 million for the vessels was settled in July 2025 using available cash[646]. - The company entered into a $25 million sale and bareboat back arrangement for the m/v GLBS Magic, with a purchase obligation of $15,400,500 at the end of the 10-year charter[599]. - The company has a $28 million sale and bareboat back arrangement for a fuel-efficient bulk carrier scheduled for delivery in Q4 2026, with a 15-year charter period and a fixed daily rate of $3,400[648]. Fleet and Operational Performance - The average number of vessels in the fleet increased from 7.3 in 2024 to 9.2 in 2025[508]. - The company plans to grow its fleet through selective acquisitions and construction of new vessels to enhance returns on equity[504]. - The company aims to maintain profitability across the shipping cycle by employing a mix of charter contracts, including bareboat and time charters[507]. - Voyage revenues increased in 2025 compared to 2024, primarily due to higher short-term daily time charter rates and an increase in fleet size from an average of 7.3 vessels in 2024 to 9.2 vessels in 2025[531]. - For the year ended December 31, 2025, the company reported an operating income of $4.5 million, an increase from $3.4 million in 2024[565]. - Voyage revenues increased by $9.7 million, or 28%, to $44.2 million in 2025 from $34.5 million in 2024, driven by a higher average number of vessels in operation[566]. - The average number of vessels in operation rose from 7.3 in 2024 to 9.2 in 2025, contributing to increased operating days and fleet utilization[566]. Expenses and Financial Performance - Daily operating expenses per vessel increased slightly by approximately 1% in 2025, attributed to the fleet expansion and inflationary pressures[542]. - Vessel operating expenses are expected to rise due to a shortage of qualified personnel and aging vessels, alongside potential increases in insurance costs[542]. - Vessel operating expenses increased by $3.9 million, or 27%, to $18.2 million in 2025, with daily vessel operating expenses rising from $5,373 in 2024 to $5,428 in 2025[568][569]. - Depreciation charges reached $10 million in 2025, up from $6.2 million in 2024, primarily due to the increased number of vessels[570]. - Depreciation of drydocking costs increased by $1 million, or 29%, to $4.5 million in 2025, attributed to the higher average number of vessels[571]. - Administrative expenses rose by $0.5 million, or 14%, to $4.2 million in 2025, driven by higher personnel expenses and currency exchange rate effects[572]. - Interest expense and finance costs increased by $1.8 million, or 29%, to $8.1 million in 2025, with average borrowings rising to $113.2 million compared to $72.7 million in 2024[574]. - Total borrowings outstanding as of December 31, 2025 amounted to $110.3 million, down from $119.0 million as of December 31, 2024[574]. - Interest income decreased to approximately $1.5 million in 2025 from $2.8 million in 2024, attributed to lower interest rates and reduced cash in short-term deposits[582]. - The company generated net cash from operating activities of $11.4 million in 2025, slightly up from $11.3 million in 2024[609]. - Net cash used in investing activities was $17 million in 2025, primarily for advances paid for newbuildings and repayment of Sellers' credit[610]. Risk Management and Future Outlook - The company faces counterparty risk, as charterers may seek to renegotiate terms or default on obligations during depressed market conditions[533]. - The company expects total commissions to increase with fleet growth and rising charter rates[539]. - Vessel operating expenses include costs for crewing, insurance, repairs, and maintenance, which fluctuate with fleet size and currency exchange rates[540]. - The company plans to seek additional capital for acquisitions and operations, potentially through equity or debt offerings, depending on market conditions[604]. - The company maintains a low-risk treasury management approach, investing cash balances in term deposit accounts and diversifying credit exposure across various institutions[653]. - As of December 31, 2025, the company did not use any financial instruments designated for hedging purposes[654].

Operations and Network - As of December 31, 2025, Universal Logistics operated approximately 48 company-managed terminal locations and maintained an agent network of approximately 131 agents[18]. - The company employed approximately 10,525 employees as of December 31, 2025, with about 37% represented by labor unions[32]. - Independent agents generated approximately 17% of freight volume during 2025, highlighting the importance of the independent contractor network[41]. - The company operates, manages, or provides services at 126 logistics locations in the United States, Mexico, and Canada, with 50 value-added service operations located inside customer facilities[128]. Financial Performance - Operating revenues for the year ended December 31, 2025, were $1,558.4 million, a decrease of $287.6 million or 15.6% from $1,846.0 million in 2024, primarily due to declines in contract logistics and intermodal revenues[153]. - Net income for 2025 was $(99.9) million, a significant decrease from $129.9 million in 2024, reflecting a 176.9% decline[165]. - The Company incurred an operating loss of $(64.3) million in 2025, compared to income from operations of $203.1 million in 2024, resulting in an operating margin of (4.1%) versus 11.0%[163]. - The Company’s total operating expenses for 2025 were $1,622.7 million, a slight decrease of 1.2% from $1,642.9 million in 2024[152]. Revenue Sources - Automotive-related operations represented approximately 45% of total operating revenues for the year ended December 31, 2025[29]. - The top customer, General Motors, accounted for approximately 25% of total revenues, while the top ten customers represented approximately 59% of revenues[40]. - Customers in the automotive industry accounted for approximately 45% of the company's revenues during the year ended December 31, 2025, with the top ten customers contributing approximately 59% of revenues[81]. Impairment and Charges - During the year ended December 31, 2025, the company recorded non-cash impairment charges totaling approximately $124.4 million related to goodwill and customer-relationship intangible assets[74]. - The company recognized impairment charges totaling $124.4 million during the third quarter of 2025, which included a $101.1 million goodwill impairment charge and $23.3 million related to customer-relationship intangible assets[137]. - Impairment charges in 2025 totaled $124.4 million, including a $101.1 million goodwill impairment, compared to $3.7 million in 2024[162]. Strategic Initiatives - The company plans to continue expanding its agent and owner-operator base to drive growth in transactional transportation services[30]. - Universal Logistics' strategy includes pursuing strategic acquisitions to enhance service capabilities and expand geographic reach[27]. - The company’s business model supports growth through organic initiatives and strategic acquisitions, aiming to expand service offerings and geographic footprint[132]. Market Conditions - The transportation and logistics industry is highly competitive, with pressures on pricing, margins, and market share due to competition from various carriers and logistics providers[52]. - EBITDA has been negatively impacted by macroeconomic conditions, including reduced demand and cost inflation, which may continue to affect operating results in 2026[88]. - The company reported a significant reduction in demand and pricing pressure in certain transactional transportation markets, particularly in intermodal drayage, impacting segment performance[136]. Financial Health and Debt - The company has significant indebtedness and must comply with financial covenants related to liquidity and leverage, which requires ongoing monitoring[87]. - As of December 31, 2025, total outstanding borrowings were $802.3 million, an increase from $762.6 million at December 31, 2024[192]. - The company had cash and cash equivalents of $26.8 million as of December 31, 2025, compared to $19.4 million as of December 31, 2024, with availability under the revolving credit facility of approximately $282.6 million[186]. Operational Risks - Rising insurance premiums and increased claim severity in the transportation industry could materially affect the company's earnings and liquidity[80]. - Cybersecurity incidents and technology failures pose risks that could disrupt operations and harm the business[77]. - The company identified a material weakness in internal control over financial reporting, which could adversely affect the accuracy of financial results[67]. - The company is subject to extensive regulations that could increase operating costs or limit operations, impacting overall performance[63]. Capital Expenditures and Investments - Capital expenditures in 2025 totaled $224.2 million, down from $251.6 million in 2024, with expectations of approximately $150.0 million for 2026[195]. - Net cash used in investing activities decreased significantly to $203.4 million in 2025 from $462.9 million in 2024[196]. Future Outlook - The company anticipates a regular quarterly cash dividend of $0.105 per share, equating to $0.42 per share on an annualized basis, subject to Board approval[116]. - The company anticipates that cash generated from operations, along with amounts available under credit facilities, will be sufficient to meet its requirements for the foreseeable future[194].

Financial Performance - Net sales for the three months ended January 31, 2026, increased to $25,565,840, a 20.9% rise from $21,305,285 in the same period of 2025[14] - Gross profit for the same period rose to $7,029,017, compared to $5,731,926, reflecting a gross margin improvement[14] - Net income for the three months ended January 31, 2026, was $1,648,320, up 43.0% from $1,153,256 in the prior year[14] - Operating income rose to $2,376,742, a 49.5% increase from $1,591,031 in the prior year[73] - Basic and diluted income per share rose to $0.29 in Q1 2026 from $0.20 in Q1 2025, indicating improved profitability[14] Cash Flow and Liquidity - Operating cash flow for the three months ended January 31, 2026, was $6,608,764, compared to a cash outflow of $(401,899) in the same period of 2025[18] - The company maintained a net working capital surplus of $22,553,899 as of January 31, 2026, indicating strong liquidity[23] - Cash and cash equivalents increased to $2,746,491 as of January 31, 2026, from $701,872 at the beginning of the year[18] - The company reported a net cash provided by operating activities of $6,608,764 for the three months ended January 31, 2026, compared to a net cash used of $(401,899) in the same period of 2025[18] Assets and Liabilities - Total current assets decreased to $33,507,052 as of January 31, 2026, from $35,440,916 as of October 31, 2025[12] - Total liabilities decreased to $12,392,088 as of January 31, 2026, from $14,467,366 as of October 31, 2025[12] - Total assets decreased to $41,153,601 as of January 31, 2026, from $42,048,372 as of October 31, 2025[12] - The total lease liability as of January 31, 2026, was $2,176,553, down from $2,342,071 as of October 31, 2025[59] Inventory and Investments - As of January 31, 2026, inventories totaled $18,988,272, a decrease from $20,446,481 as of October 31, 2025, primarily due to changes in packed and green coffee inventories[38] - The Company completed the acquisition of Empire Coffee Company for $800,000, which included assets such as accounts receivable of $531,585 and inventory of $268,415[36] - The company invested $850,000 in The Ryl Company LLC for a non-controlling minority interest in December 2025[68] Dividends and Shareholder Returns - The company declared a dividend of $0.08 per common share, totaling $467,813[16] - The company declared a cash dividend of $0.08 per share, representing one-third of net income, payable on or about February 26, 2026[67] - The company declared a cash dividend of $0.08 per share, which represents one-third of net income, paid on or about February 26, 2026[76] Segment Information - The company operates in one business segment, focusing on wholesale coffee operations, including manufacturing, roasting, and distributing coffee products[20] - The coffee segment derives revenue from wholesale green coffee, private label coffee, and branded coffee, with revenue recognized upon shipment to customers[72] Tax and Interest Expenses - The Company recorded an income tax expense of $662,690 for the three months ended January 31, 2026, compared to $406,092 for the same period in 2025, reflecting an increase driven by higher pre-tax income[51] - The average interest rate on the Company’s line of credit for the three months ended January 31, 2026, was 6.04%[44] Employment and Overhead Costs - An amendment to the employment agreement for Andrew Gordon was approved, reducing his base salary from $325,000 to $80,000 per year, with a potential incentive bonus of $1.6 million[75] - Overhead costs for the three months ended January 31, 2026, were $4,652,275, compared to $4,140,895 in 2025, showing an increase of approximately 12.4%[73]

Financial Performance - Consolidated net sales for Q2 fiscal 2026 were $106.8 million, a decrease of $19.8 million or 15.6% compared to $126.6 million in Q2 fiscal 2025, primarily due to lower sales in the Satellite and Space Communications segment[222][234]. - Consolidated net sales decreased by $24.6 million, or 10.1%, to $217.8 million for the six months ended January 31, 2026, compared to $242.4 million for the same period in 2025[276]. - Net sales in the Satellite and Space Communications segment decreased by $23.1 million, or 31.3%, to $50.6 million for the three months ended January 31, 2026, compared to $73.7 million for the same period in 2025[235]. - The Allerium segment saw an increase in net sales of $3.3 million, or 6.2%, reaching $56.2 million for the three months ended January 31, 2026, compared to $52.9 million in 2025[236]. - The gross profit for the six months ended January 31, 2026, was $73.0 million, an increase of $24.7 million, or 51.1%, compared to $48.3 million for the same period in 2025[282]. - Gross profit increased by $2.5 million, or 7.4%, to $36.2 million for the three months ended January 31, 2026, with a gross profit margin of 33.9% compared to 26.7% in 2025[239]. - GAAP net loss attributable to common stockholders was $20.2 million, with a GAAP EPS net loss of $0.68 and Non-GAAP EPS net loss of $0.18[222]. - The net loss attributable to common stockholders for the six months ended January 31, 2026, was $39.9 million, down from $178.2 million in the same period of 2025[315]. Segment Performance - The company operates through two reportable segments: Satellite and Space Communications and Allerium, which are critical for its strategic focus[201]. - The book-to-bill ratio for the Satellite and Space Communications segment was 0.68x for the three months ended January 31, 2026, compared to 0.64x in 2025, reflecting the phase-out of low-margin revenues[235]. - The book-to-bill ratio for the Satellite and Space Communications segment was 0.73x for the six months ended January 31, 2026, down from 0.80x for the same period in 2025[277]. - The U.S. government represented 31.0% of Satellite and Space Communications segment sales for the six months ended January 31, 2026, down from 63.8% for the same period in 2025[280]. - The Allerium segment's operating income increased to $11.0 million for the six months ended January 31, 2026, from $8.7 million in 2025[316]. Cost and Expenses - Selling, general and administrative expenses decreased to $27.7 million for the three months ended January 31, 2026, from $33.8 million in 2025, representing 25.9% of consolidated net sales[244]. - Selling, general and administrative expenses decreased to $57.6 million for the six months ended January 31, 2026, from $85.5 million for the same period in 2025, representing 26.5% of consolidated net sales[287]. - Interest expense remained relatively stable at $11.2 million for the three months ended January 31, 2026, compared to $11.0 million for the same period in 2025, with an effective interest rate decrease from 19.0% to approximately 18.0%[260]. - Interest expense increased to $22.8 million for the six months ended January 31, 2026, from $20.5 million in the prior year, with an effective interest rate of approximately 18.2%[307]. - The company incurred $6.4 million in restructuring costs during the six months ended January 31, 2026, compared to $11.3 million in the prior year[324]. Cash Flow and Investments - Cash flows from operating activities were $4.9 million, marking the fourth consecutive quarter of positive operating cash flows[226]. - The company achieved a significant improvement in cash flows, with net cash provided by operating activities of $12.9 million for the six months ended January 31, 2026, compared to a net cash used of $22.0 million in the prior year period[323]. - Net cash used in investing activities was $7.7 million for the six months ended January 31, 2026, primarily for capital expenditures in the Allerium segment[326]. - The company had cash and cash equivalents of $32.8 million at January 31, 2026, down from $40.0 million at July 31, 2025[323]. Future Outlook - The company anticipates future growth in end markets due to increasing demand for global voice, video, and data usage, as well as the growth of emergency communication networks[200]. - The company expects annualized cost savings of approximately $3.0 million from migrating production capabilities to Chandler, Arizona[224]. - The company is exploring strategic alternatives for its businesses, which may impact future results of operations[237]. - The company plans to evaluate capital allocation plans and may consider raising additional funds through equity and debt financing transactions[331]. - Future common stock dividends remain subject to compliance with financial covenants under the Credit Facility and Subordinated Credit Facility[335]. Goodwill and Intangibles - As of January 31, 2026, total goodwill recorded on the balance sheet is $204.6 million, with $30.5 million related to the Satellite and Space Communications segment and $174.1 million related to the Allerium segment[209]. - As of January 31, 2026, net intangibles recorded on the balance sheet totaled $163.0 million, with $38.3 million related to the Satellite and Space Communications segment and $124.7 million related to the Allerium segment[209]. - The company recorded a non-cash goodwill impairment charge of $79.6 million for the six months ended January 31, 2025[302]. Taxation - The company’s deferred tax assets and liabilities are based on temporary differences and enacted tax rates, with significant judgment required in determining income tax provisions[211]. - The effective tax rate for the three months ended January 31, 2026, was (2.8)%, compared to (1.7)% for the same period in 2025, influenced by changes in expected product and geographic mix[263]. - The effective tax rate for the six months ended January 31, 2026, was (2.8)%, compared to (1.7)% in the prior year, influenced by changes in expected product and geographical mix[311].

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 001-36548 ATARA BIOTHERAPEUTICS, INC. (Exact name of Registrant as specified in its Charter) Delaware 46-0920988 (State or other jurisdic ...

Clinical Development - Zorevunersen (STK-001) is in late-stage clinical testing for Dravet syndrome, with pivotal Phase 3 data expected in mid-2027 to support a New Drug Application (NDA) submission[16] - The global Phase 3 EMPEROR study aims to enroll approximately 150 patients by Q2 2026, with the first patient dosed in August 2025[16] - Positive data from Phase 1/2a studies showed substantial reductions in convulsive seizure frequency and improvements in cognition and behavior[17] - Preclinical data demonstrated a 97% survival rate in Dravet syndrome mice treated with zorevunersen compared to 23% in placebo-treated mice[34] - Patients receiving multiple doses of 70mg of zorevunersen showed substantial reductions in convulsive seizure frequency, with sustained effects observed at three and six months post-treatment[42] - Long-term data from OLE studies indicated durable reductions in convulsive seizure frequency and improvements in cognition and behavior over three years[45] - The primary endpoint of the EMPEROR study is the percent change from baseline in major motor seizure frequency compared to sham[57] - STK-002 is currently being evaluated in the Phase 1 OSPREY study for Autosomal Dominant Optic Atrophy (ADOA), targeting patients aged 6 to 55[59][67] - The FALCON study reported that approximately 24% of ADOA patients experienced at least a five-letter loss in low-contrast visual acuity over a two-year period[68] Product Candidates - The company is advancing a second product candidate, STK-002, for autosomal dominant optic atrophy (ADOA) in an ongoing Phase 1 study[25] - Zorevunersen has received Breakthrough Therapy Designation from the FDA for treating Dravet syndrome with a confirmed mutation in the SCN1A gene[26] - The lead product candidates, zorevunersen and STK-002, target NMD exons to restore protein production to near normal levels in haploinsufficient patients[73] Commercialization and Market Strategy - The company is expanding its capabilities for commercialization in the U.S., Canada, and Mexico, focusing on recruiting experienced commercial leaders[19] - The company aims to leverage established treatment centers to maximize patient access to its therapies[84] - The company plans to initiate a rolling NDA submission for zorevunersen in the first half of 2027, with pivotal Phase 3 data expected in mid-2027[58] - The company currently generates no revenue from product sales and may never commercialize a marketable product[209] - The commercial success of product candidates will depend on market acceptance and reimbursement status, which remains uncertain[211] Financial Agreements and Funding - The company received an upfront payment of $60 million from Acadia Pharmaceuticals for a collaboration agreement focused on SYNGAP1 and other targets[89] - Under the Biogen Agreement, the company received an upfront payment of $165 million and is eligible for up to $335 million in commercial milestone payments[92] - The company is responsible for 70% of the global development costs for zorevunersen under the Biogen Agreement[91] - Company anticipates continued operating losses and may need to raise additional funding to support research and development efforts[211] Regulatory Environment - The FDA application user fee for fiscal year 2026 is $4,682,003, with an annual program fee of $442,213 for each prescription drug product[127] - The FDA has a 60-day period to determine whether an NDA will be filed, with standard review for new molecular entities typically taking ten months[128] - The company must comply with extensive FDA regulations governing the research, development, and marketing of pharmaceutical products[119] - The company may be required to implement a risk evaluation and mitigation strategy (REMS) as a condition of NDA approval, which can affect market potential[132] - Orphan Drug Designation can be granted for drugs treating rare diseases affecting fewer than 200,000 individuals in the U.S., providing a seven-year exclusive marketing period[142] Competition and Market Risks - The competitive landscape includes major pharmaceutical and biotechnology companies, with potential competition from various sources including academic institutions and research agencies[97] - Zorevunersen, the current product candidate for Dravet syndrome, may face competition from existing marketed therapies and other companies developing similar treatments[99] - The company faces significant competition from larger firms with greater resources, which may impact its ability to succeed in research, development, and market acceptance[101] - The company may incur additional costs or delays if clinical trials do not demonstrate safety and efficacy to regulatory authorities[208] Intellectual Property and Compliance - The company has a robust patent portfolio, with patents expected to expire between 2035 and 2046, depending on various factors including potential extensions[110] - The company has filed for trademark protection of the "Stoke Therapeutics" mark in multiple jurisdictions, including the United States, European Union, China, India, and Canada[115] - The company relies on trade secret protection for its confidential information, but there is a risk that third parties may independently develop equivalent proprietary information[116] - Compliance with various state laws regarding pharmaceutical marketing and pricing is complex and can lead to significant penalties for non-compliance[167] Workforce and Company Culture - As of December 31, 2025, the company had 170 employees, with 49 holding an M.D. or Ph.D.[199] - Approximately 55% of the company's employees are female, and about 48% of the management team is female as of December 31, 2025[200] - More than 34% of employees self-identify as racially or ethnically diverse as of December 31, 2025[200] - The company aims to attract, hire, and retain individuals of diverse backgrounds, ages, genders, ethnicities, religions, home countries, and sexual orientations[200] - The principal purposes of the company's equity incentive and cash-based performance bonus plans are to attract, retain, and motivate selected employees[201]

Financial Performance - Net revenues for Q4 2025 are expected to be approximately $61 million, aligning with previous guidance of $60 million to $65 million[11] - Full year net revenues for 2025 are expected to be approximately $275 million[11] Annual Report Filing - The filing of the Annual Report on Form 10-K for the year ended December 31, 2025, is delayed due to the need for additional time to review inventory provisions[13] - The Company is currently finalizing its review and expects to file the Annual Report no later than March 31, 2026, though this date may be subject to further delay[14] - The Company has not provided assurance regarding the definitive filing date while the review remains in progress[14] Inventory Review - The Company is conducting a review of its inventory balances, which may have a material impact on its financial statements[17] - The Company has not yet determined the potential impact of its inventory review on its financial statements[14] Audit and Estimates - The independent registered public accounting firm has not audited the preliminary estimated results, which are subject to change[8] Risks and Controls - There are risks that could cause actual results to differ materially from forward-looking statements, including potential material weaknesses in internal controls[18] - The Company continues to work diligently to complete its financial closing procedures for Q4 and the full year[14]

Cybersecurity Risks - The company experienced a cybersecurity incident in November 2023, which impacted its operations and may have financial implications [227]. - Increased cybersecurity threats necessitate significant additional resources for the company to strengthen security measures and mitigate risks [228]. - A breach affecting third-party service providers could materially impact the company's financial condition and operations [229]. - The company has experienced a cybersecurity incident that compromised personal health information (PHI), leading to increased compliance costs and potential legal liabilities [324]. - Compliance with HIPAA and other data protection laws imposes significant costs and may result in civil monetary penalties for violations, affecting the company's financial condition [324]. Competition and Market Dynamics - The company faces intense competition in the healthcare market, which may adversely affect patient volumes and overall business performance [231]. - Trends toward clinical transparency and value-based purchasing could negatively impact the company's competitive position if performance metrics are unfavorable [232]. - Industry consolidation may increase competitive pressure, affecting the company's ability to negotiate favorable terms with health insurers [234]. - The company is facing challenges in recruiting and retaining quality physicians, which could adversely affect admissions and operational performance [235]. - Labor shortages and increased competition for healthcare professionals are significant operational issues, potentially leading to higher labor costs [241]. - Changes in physician utilization practices and treatment methodologies may reduce revenues and impact the company's growth potential [242]. - The company anticipates that trends in physician treatment protocols and health plan designs may lead to a decline in surgical volumes and admissions, potentially impacting revenues negatively [243]. - Third-party payor controls aimed at reducing inpatient services and surgical procedure volumes are expected to further decrease revenues, with Medicare and Medicaid implementing stricter utilization reviews [244][245]. - The company faces challenges from value-based purchasing initiatives, which tie reimbursement to quality and efficiency, potentially resulting in payment reductions of up to 3% for hospitals with excess readmission rates [246][251]. - The Hospital Value-Based Purchasing Program reduces inpatient hospital payments by 2% each federal fiscal year, with funds being redirected to reward hospitals meeting quality performance standards [247]. Financial Performance and Debt Management - The integration of acquired healthcare businesses is complex and may result in unanticipated costs and liabilities, affecting overall financial performance [256][259]. - The company relies on key personnel for management, and the loss of senior management could adversely affect operations and growth [252]. - Strategic growth through acquisitions and joint ventures is critical, but the company may face challenges in completing these on acceptable terms, potentially slowing growth rates [253]. - The company is subject to litigation risks related to malpractice and other claims, which could lead to significant defense costs and impact financial condition [260][261]. - The company's joint ventures depend on the success and reputation of partners, and any damage to these relationships could adversely affect business operations and financial results [263][264]. - For the years ended December 31, 2025 and 2024, revenue attributable to joint ventures (JVs) and variable interest entities (VIEs) was $1.8 billion and $1.7 billion, respectively, with net income of $248.4 million and $242.5 million [265]. - The largest JV, UT Health East Texas, accounted for 19.4% of total revenue in 2025 and 19.5% in 2024, contributing 10.3% and 11.8% to pre-tax income for the same periods [268]. - Approximately 86.6% and 89.1% of total revenue during the years ended December 31, 2025 and 2024, respectively, was collected through a master services agreement with Ensemble for revenue cycle management services [272]. - Texas and Oklahoma facilities generated 59.3% of consolidated total revenue for the year ended December 31, 2025, highlighting the company's sensitivity to regulatory and economic conditions in these states [273]. - The company operates 30 acute care hospitals, with 21 located in Texas and Oklahoma, representing 61% of total licensed beds [273]. - The Ventas Master Lease includes significant operating and financial restrictions, including minimum portfolio coverage and guarantor fixed charge coverage ratios [279]. - The company relies on group purchasing organizations (GPOs) for favorable pricing on medical supplies and drugs, which may be challenged, leading to higher costs [269]. - The company faces risks associated with outsourcing services, which could result in operational challenges and financial impacts if third-party providers fail to perform [270]. - Economic conditions, including high unemployment rates and inflationary pressures, could adversely affect the company's ability to collect receivables and sustain profitability [274]. - The company is subject to risks from severe weather and climate change, which could disrupt patient access and operations, potentially impacting financial results [278]. - As of December 31, 2025, the company had $294.6 million of senior notes, $764.2 million of borrowings under senior secured term loan facilities, and $40.4 million of finance leases and other secured debt [284]. - Approximately 69.6% of the company's outstanding total debt, amounting to $765.3 million, is at variable interest rates, exposing the company to interest rate risk [293]. - The company executed interest rate swap agreements totaling approximately $529.0 million, with fixed rates ranging from 1.47% to 1.48%, effective from August 31, 2023, to June 30, 2026 [294]. - The Relative Rights Agreement caps the amount of indebtedness incurred or guaranteed by subsidiaries under the Ventas Master Lease at $375.0 million [280]. - The company faces significant operating and financial restrictions due to its existing indebtedness, which may limit its ability to capitalize on business opportunities [287]. - The company may incur additional indebtedness in the future, which could adversely affect its financial condition and results of operations [292]. - The agreements governing the company's existing indebtedness contain cross-default provisions, which could result in immediate repayment obligations if one debt instrument defaults [285]. - The company is subject to liquidity risks that may hinder its ability to meet debt obligations and grow its business effectively [286]. Regulatory and Compliance Issues - The company received $8.5 million in cash distributions from the Provider Relief Fund during the year ended December 31, 2023, which was fully expended [298]. - The company did not receive any funds from the Provider Relief Fund during the years ended December 31, 2024, or 2025, and payments under the PHSSEF ceased in June 2024 [298]. - The company faces potential costs from government actions, including payment recoupment and audits, which could adversely impact its financial performance [298]. - The healthcare industry is subject to extensive regulations, including the Stark Law and the Anti-Kickback Statute, which could result in penalties if not complied with [304][305]. - The company may be subject to investigations and audits by governmental authorities, which could lead to significant liabilities and affect its operations [314][316]. - The company’s operations are dependent on large employers in local markets; their failure could lead to loss of insurance coverage for community residents [301]. - The estimates of market opportunity and growth forecasts are subject to significant uncertainty, which could affect the company's growth rates [300]. - The company maintains cash balances at financial institutions that exceed FDIC insurance limits, posing a risk to its cash and cash equivalents [302]. - The company has pending self-disclosures to CMS related to Stark Law matters, which could result in uncertain liabilities [312]. - The company’s compliance with laws and regulations is subject to change, which could increase operational costs and affect patient volumes [313]. - The company is subject to audits and investigations by government agencies, which may lead to significant delays in the appeals process for payment denials, potentially impacting revenue and financial condition [317]. - Compliance with EMTALA requires the company to treat patients regardless of their ability to pay, which may increase uncompensated care costs if the number of indigent patients rises [320]. - The company faces potential civil and criminal penalties for violations of laws and regulations, which could include significant fines or exclusion from government healthcare programs [318]. - The company must navigate complex state and federal regulations regarding the construction and expansion of healthcare facilities, which may limit growth opportunities [331]. - Recent legislation in some states requires for-profit healthcare entities to notify state authorities of certain transactions, potentially delaying acquisitions and increasing costs [333]. - Failure to comply with Medicare and Medicaid enrollment and licensing requirements could result in fines and loss of enrollment, adversely affecting the company's operations [336]. - The company is subject to the Payment Card Industry Data Security Standard (PCI DSS), and any security incidents involving cardholder data could lead to significant penalties [327]. - The evolving landscape of data privacy laws may necessitate substantial modifications to the company's data processing practices, incurring additional compliance costs [329]. - The company is subject to extensive federal, state, and local regulations, which could result in fines or operational disruptions if compliance is not maintained [337]. Corporate Governance and Stockholder Issues - The effective tax rate may be adversely affected by changes in operating structure or tax laws, impacting financial condition [342]. - Operating as a public company incurs significant legal and compliance costs, which may reduce net income or increase losses [345]. - The company must comply with the Sarbanes-Oxley Act, requiring effective internal control over financial reporting, with potential penalties for non-compliance [346]. - Healthcare technology initiatives, including EHR systems, are critical, with penalties for non-compliance potentially affecting financial results [348]. - The stock price is subject to volatility due to various factors, including market conditions and financial performance fluctuations [356]. - Securities litigation may arise following stock price volatility, diverting management's attention and adversely affecting financial results [357]. - As of December 31, 2025, the company had approximately 143 million shares of common stock outstanding, with a 180-day lock-up period for certain stockholders expiring on January 13, 2025 [370]. - The company has outstanding variable rate debt of $765.3 million as of December 31, 2025, including a $777.5 million seven-year term loan and a $325.0 million five-year asset-based revolving credit facility [524]. - The company has interest rate swap agreements with notional amounts totaling $280.9 million and $119.5 million, with fixed rate payments ranging from 1.47% to 1.48% and 3.97% to 3.98% respectively [525]. - The company does not intend to pay cash dividends for the foreseeable future, focusing instead on retaining earnings for operations and growth [372]. - The company is subject to market risk from exposure to changes in interest rates, impacting its financing and investing activities [524]. - The company is a "controlled company" under NYSE rules, which may limit stockholder protections and affect the attractiveness of its common stock [360]. - The company faces potential conflicts of interest due to relationships between certain directors and its controlling stockholder, EGI-AM [363]. - The company has a provision in its certificate of incorporation that renounces its interest in certain corporate opportunities, which may affect its ability to pursue attractive business opportunities [364]. - The company may experience a decline in stock price if its operating and financial performance does not meet public guidance or analyst expectations [359]. - Future sales of common stock or the perception of such sales may depress the market price of the company's shares [368]. - A one percent change in interest rates would result in a $3.8 million increase or decrease in annual interest expense [526]. - The company believes it has adequate liquidity to fund operations through operating cash flows, cash on hand, and access to ABL Facilities [527]. - The ability to borrow under ABL Facilities is subject to the financial viability of participating financial institutions [527]. - The company does not anticipate any current lenders defaulting on their obligations, but cannot guarantee against future defaults [527].

Regulatory and Development Challenges - The company has received Fast Track designation for its product candidates VMT-α-NET and VMT01, although this may not guarantee a faster development or regulatory review process [22]. - The approval processes of regulatory authorities are lengthy and unpredictable, which could significantly harm the company's ability to market and sell its product candidates [19]. - The company has in-sourced part of its research and development functions previously assigned to clinical research organizations, which may affect operational efficiency and cost savings [22]. - The company has in-sourced part of its research and development functions, which may not yield the expected cost savings and could adversely affect financial performance [22]. Financial Outlook - The company anticipates that it will not achieve profits for the foreseeable future, having incurred losses in nearly every year since inception [19]. - The company expects to require substantial additional capital to fund operations, which may be dilutive to shareholders or impose operational restrictions [19]. - The company has a limited operating history, making it challenging to base investment decisions [19]. Operational Risks - The company relies on single vendors for supplies and services used in the development and production of its therapies, which poses a risk to its operations [19]. - The company relies on single vendors for supplies and services, which poses a risk to its development and production capabilities [19]. - The company has identified risks related to cybersecurity incidents that could materially adversely affect its business and financial condition [22]. Market Competition - The company faces intense competition in the biopharmaceutical industry, which may impact its market position and revenue generation [22]. - The company may face intense competition and may not be able to compete successfully in the market [22]. Manufacturing Capabilities - The company believes its manufacturing infrastructure will have the capacity to meet future clinical trial and commercial demands at major treatment centers [11]. - The company expects its manufacturing infrastructure to meet future clinical trial and commercial demands at major treatment centers [11]. Liability and Environmental Risks - The company is exposed to significant risks related to product liability claims and environmental risks [22].

Financial Performance - The company has incurred losses in nearly every year since inception and anticipates not achieving profits for the foreseeable future[19] - Perspective Therapeutics, Inc. has incurred losses in nearly every year since its inception and anticipates not achieving profits for the foreseeable future[19] Capital Requirements - The company requires substantial additional capital to fund operations, which may be dilutive to shareholders or impose operational restrictions[19] - The company requires substantial additional capital to fund operations, which may be dilutive to shareholders or impose operational restrictions[19] - Perspective anticipates that its cash resources will be sufficient to fund current planned clinical milestones and operational investments into late 2027[11] - The company believes its cash resources are sufficient to fund current planned clinical milestones and operational investments into late 2027[11] Regulatory and Development Challenges - The company has received Fast Track designation for VMT-α-NET and VMT01, but this may not lead to a faster development or regulatory review process[22] - Perspective has received Fast Track designation for its product candidates VMT-α-NET and VMT01, although this may not guarantee a faster development or approval process[22] - The approval processes of regulatory authorities are lengthy and inherently unpredictable, which could harm the company's ability to market its product candidates[19] - The approval processes of regulatory authorities are lengthy and unpredictable, which could significantly harm the company's ability to market its product candidates[19] Competition and Market Acceptance - The company may face intense competition and may not be able to compete successfully in the market[22] - The company may not achieve broad market acceptance among physicians, patients, and healthcare payors, limiting revenue generation from product sales[22] - The company faces intense competition and must prioritize the development of certain drug candidates, which may limit its ability to capitalize on potentially profitable opportunities[22] Operational Risks - The company relies on single vendors for supplies and services used in the development and production of its alpha-particle therapies[19] - The company relies on single vendors for supplies and services, which poses a risk to its development and production capabilities[19] - The company has in-sourced part of its research and development functions, which may affect operational efficiency and expected cost savings[22] - The company has in-sourced part of its research and development functions, which may affect operational efficiency and cost savings[22] - Significant disruptions of information technology systems or cybersecurity incidents could materially adversely affect the company's business and financial condition[22] Manufacturing Infrastructure - The company expects its manufacturing infrastructure to meet future clinical trial and commercial demands at major treatment centers[11] - Perspective expects its manufacturing infrastructure to meet future clinical trial and commercial demands at major treatment centers[11]