Capital Expenditure and Investment Plans - Dominion Energy's capital expenditure plan for 2026 through 2030 is approximately $65 billion, focusing on zero-carbon and renewable generation, grid transformation, and reliability improvements[11]. - Virginia Power's capital plan for 2026 through 2030 includes spending approximately $55 billion to construct new generation capacity and upgrade transmission and distribution facilities[35]. - The company plans to invest approximately $6.9 billion from 2026 through 2030 to acquire or construct solar facilities and $2.0 billion for battery-storage facilities during the same period[63]. - Virginia Power expects to incur approximately $8.3 billion in capital expenditures for electric transmission projects from 2026 through 2030, focusing on reliability improvements and infrastructure replacement[65]. - Dominion Energy South Carolina (DESC) plans to invest approximately $8 billion from 2026 to 2030 to upgrade infrastructure and meet growing energy needs[83]. - DESC is pursuing the construction of a new natural gas-fired combustion turbine unit at Urquhart, expected to cost around $395 million and have a capacity of 200 MW by the end of 2028[95]. - DESC and Santee Cooper are jointly constructing a combined cycle electric generating plant with a net capacity of approximately 2.2 GW, expected to cost around $5 billion[96]. - Virginia Power's underground distribution line program has an annual investment cap of approximately $387 million and is expected to be completed by 2029, with $1.4 billion in capital spending already approved[67]. Regulatory and Compliance Matters - The company has received regulatory approvals for its foreign currency risk mitigation plan related to the CVOW Commercial Project, ensuring cost recovery mechanisms are in place[57]. - The Federal Energy Regulatory Commission (FERC) regulates Virginia Power's wholesale sales and transmission of electricity, allowing market-based sales in the PJM wholesale market[154]. - Virginia Power's retail electric base rates in North Carolina are regulated on a cost-of-service basis, with potential reviews if earnings exceed the authorized ROE[141]. - In South Carolina, DESC's retail electric base rates are also regulated on a cost-of-service basis, with a new law allowing annual adjustments if ROE deviates by more than 50 basis points from the approved rate[145]. - DESC is recovering capital costs related to the NND Project over a 20-year period through a capital cost rider, which will decline as the capital cost rate base is reduced[147]. - DESC's natural gas base rates can be adjusted annually for recovery of costs related to natural gas infrastructure, with a weather normalization adjustment for winter billing[149]. Environmental and Sustainability Initiatives - Dominion Energy supports a federal climate change program and aims to reduce greenhouse gas emissions while meeting customer needs, in line with the Virginia Clean Economy Act (VCEA)[170]. - Dominion Energy aims for net zero carbon and methane Scope 1 and Scope 2 emissions by 2050, with significant reductions in Scope 3 emissions as well[178]. - The company has reduced direct Scope 1 CO2 equivalent carbon and methane emissions from electric generation by 46% since 2005, with total emissions reported at 31.9 million metric tons in 2024[193][196]. - Dominion Energy's solar assets have a total potential generating capacity of 7.8 GW, with 3.2 GW operational across five states as of December 31, 2025[184]. - The company operates renewable natural gas facilities in collaboration with dairy farmers to capture and convert methane emissions[186]. - Dominion Energy's energy efficiency programs include incentives for customers to upgrade systems, weatherization assistance, and rebates for high-efficiency equipment[198]. - Dominion Energy incurred environmental protection and monitoring expenses of $324 million, $314 million, and $269 million in 2025, 2024, and 2023 respectively, with expectations of $345 million and $340 million for 2026 and 2027[202]. - Capital expenditures related to environmental controls were $169 million, $216 million, and $132 million for 2025, 2024, and 2023 respectively, with projections of $140 million and $85 million for 2026 and 2027[202]. Operational Performance and Energy Generation - The company expects about 95% of its earnings to come from state-regulated utility operations in Virginia, North Carolina, and South Carolina[12]. - Data centers accounted for 28% and 26% of Virginia Power's electricity sales for the years ended December 31, 2025, and 2024, respectively[36]. - Virginia Power's energy output in 2025 is primarily from natural gas (39%), followed by nuclear (25%), purchased power (24%), coal (7%), and renewable sources (5%)[69]. - DESC's energy output in 2025 consists of 42% natural gas, 23% nuclear, 23% coal, and 12% renewable sources[97]. - Millstone's earnings are influenced by market-based prices for electricity and capacity, with about 50% of its output sold under power purchase agreements initiated in October 2019[112]. Project Developments and Future Plans - Virginia Power plans to continue its ten-year plan to transform its electric grid, enhancing reliability and integrating renewable generation and storage[37]. - The company completed the sale of its 50% noncontrolling interest in Cove Point for approximately $3.3 billion in cash proceeds[25]. - Dominion Energy entered into agreements to sell its regulated gas distribution operations to Enbridge for a total of $9.3 billion in cash consideration and the assumption of related long-term debt[18][19]. - Virginia Power's CVOW Commercial Project has an estimated total project cost of approximately $11.5 billion, with a projected levelized cost of energy of about $84/MWh, up from the initial estimate of $80-90/MWh[48]. - Virginia Power has entered into fixed price contracts for offshore construction components, including approximately €2.6 billion and 5.1 billion kr., to mitigate foreign currency risk[52]. - Virginia Power completed the acquisition of a 40,000-acre lease for the CVOW South project for approximately $160 million, which could generate 800 MW if approved[75]. - The company has received approval for the Chesterfield Energy Reliability Center, expected to cost $1.5 billion and have a generating capacity of 944 MW, to be operational by 2029[64]. - Virginia Power's joint planning initiative with AEP and FirstEnergy for high-voltage transmission lines is expected to involve an investment of approximately $1.0 billion from 2026 through 2030[66]. Financial Performance and Earnings - DESC's revenue variability is influenced by changes in rates, weather, customer growth, and economic factors impacting consumption[84]. - DESC's electric business earnings are seasonally impacted, with demand peaking during summer and winter months, but revenue from heating does not match that from cooling due to pricing differentials[103]. - DESC's gas distribution earnings primarily occur during the heating season from November to March, with mechanisms in place to mitigate weather-related fluctuations[104]. - The estimated decommissioning cost for DESC's 66.7% ownership in Summer is $911 million, with $291 million in trust funds as of December 31, 2025[108]. - The total estimated decommissioning costs for Millstone units amount to $3.235 billion, with $4.011 billion in trust funds as of December 31, 2025[125]. - Virginia Power's nuclear decommissioning costs are estimated at approximately $3.5 billion, with funds in trust amounting to $4.86 billion as of December 31, 2025[87]. - Dominion Energy's Contracted Energy capital plan for 2026 through 2030 includes approximately $2 billion in spending to support operations at Millstone[111]. - Dominion Energy plans to seek 20-year license extensions for Millstone Units 2 and 3, allowing operations through 2055 and 2065, respectively[123].

Exhibit 99.1 "While sales volumes were impacted by external headwinds, our gross margins remained resilient, supported by disciplined cost management and operational efficiency. At the same time, we continued to invest in the product development and global reach that will drive long-term value for our customers. We also took deliberate steps to reinforce our financial position and preserve the resources needed to support innovation and service." Socket Mobile Reports Fourth Quarter 2025 and Full Year Result ...

Homebuilding Performance - Homebuilding revenues for Q4 2025 were $1.2 billion, a decrease of 24% compared to Q4 2024[10] - Home closings in Q4 2025 totaled 2,536, down from 3,008 in Q4 2024[5] - Full year 2025 net sales were 7,747, up 15% from 6,727 in 2024[5] - Homebuilding revenues for the year ended December 31, 2025, were $4,145,347, reflecting a 6.1% increase from $4,397,877 in 2024[26] - The average sales price of homes closed in Q4 2025 was $460,442, down 9.2% from $507,477 in Q4 2024[28] - The number of home closings in Q4 2025 was 2,536, a decrease from 3,008 in Q4 2024[28] Financial Performance - The company reported a net income of $59 million, or $0.60 per basic share, down from $129 million, or $1.35 per basic share in Q4 2024[14] - Total revenues for the three months ended December 31, 2025, were $1,212,668, a decrease of 22.2% compared to $1,559,880 for the same period in 2024[26] - Earnings per share for Q4 2025 were $0.60, a decrease from $1.35 in Q4 2024[26] Backlog and Pipeline - The backlog as of December 31, 2025, included 1,839 homes valued at $0.8 billion, compared to 2,619 homes valued at $1.2 billion as of September 30, 2025[16] - The backlog as of December 31, 2025, was 1,839 units, with a total backlog value of $821,292, down from 2,599 units and $1,304,463 in 2024[28] - The controlled lot pipeline grew to 63,121 as of December 31, 2025, compared to 54,698 a year earlier[5] - The company expects approximately 9,250 home closings for the full year 2026[20] Gross Margin and Debt - Homebuilding gross margin for Q4 2025 was $192,976, representing a gross margin percentage of 16.7%, down from 17.7% in Q4 2024[28] - Adjusted homebuilding gross margin for Q4 2025 was $298,361, with an adjusted gross margin percentage of 25.7%, compared to 26.9% in Q4 2024[33] - Net homebuilding debt to net capitalization increased to 41.8% in 2025 from 33.7% in 2024[37] Cancellation and Financial Services - The cancellation rate for Q4 2025 was 15.9%, a decrease from 18.8% in Q4 2024[28] - Financial services revenues increased by 109% to $28 million in Q4 2025, primarily due to the acquisition of Alliant Title[18] - The company repurchased 1,832,865 Class A common shares for $41.8 million during the year ended December 31, 2025[5]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-14010 Waters Corporation (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 34 Maple Street Mil ...

Market Opportunity and Growth - GeneDx has amassed one of the largest rare disease datasets globally, GeneDx Infinity, powered by data from over 2.5 million tests, including over 1 million exomes and genomes [26]. - In 2025, GeneDx added 30% more rare disease exomes and genomes to GeneDx Infinity than in the previous 24 years combined [26]. - The company aims to capture a nearly $25 billion market opportunity in pediatric and rare diseases and a nearly $20 billion market opportunity for adult diseases and disorders [30]. - GeneDx plans to expand its market presence in the pediatric outpatient setting, particularly among general pediatricians, and into the Neonatal Intensive Care Unit (NICU) [28]. - The company expects to achieve a mix of revenue from diagnostic tests, data solutions, newborn screening products, and interpretation services in the long term [37]. Technological Advancements - GeneDx has reduced sequencing costs significantly since inception and expects further declines in costs going forward [32]. - The company leverages AI tools, such as a machine learning-powered gene ranker, to improve the speed and accuracy of genomic data interpretation [26]. - The company is enhancing its offerings with AI technologies, including a partnership with Fabric Genomics for Next Generation Sequencing analysis [129]. Regulatory Compliance and Risks - The company is committed to maintaining compliance with extensive and frequently changing laws and regulations, including the Clinical Laboratory Improvement Amendments (CLIA) and state regulations [53]. - The company is currently offering laboratory developed tests (LDTs) and is monitoring potential changes in FDA oversight that could impose additional regulatory requirements [61]. - The company is subject to various federal and state healthcare fraud and abuse laws, including the Stark Law and Anti-Kickback Statute, which impose significant penalties for violations [71][72]. - The company must comply with HIPAA regulations to protect the privacy and security of protected health information (PHI), with potential penalties for non-compliance [80][84]. - The company is required to adhere to environmental and safety regulations regarding the handling and disposal of medical waste and hazardous materials [70]. Financial Performance and Challenges - The company has incurred net losses since inception, with an accumulated deficit of approximately $1.4 billion as of December 31, 2025 [131]. - The company’s operating results may fluctuate significantly, increasing stock price volatility and potential losses for shareholders [111]. - The company’s revenue growth rate may decline over time due to increasing competition and expansion into new fields, potentially impacting operating margins [177]. - The complexity of reimbursement and billing processes may lead to denied claims and substantial obligations to repay overpayments [106]. Human Capital and Management - The company employs nearly 1,300 individuals and emphasizes human capital management as critical to long-term success, investing in personal development and career growth [49]. - The company offers competitive compensation and benefits to attract and retain high-quality talent, including bonuses, equity awards, and comprehensive health benefits [51]. Strategic Partnerships and Acquisitions - The company completed the acquisition of Fabric Genomics in May 2025, which may enhance its product platform and market reach [188]. - The company aims to optimize its services to become the preferred solutions provider for biopharma companies, focusing on finding rare disease patients for clinical trials and supporting R&D for targeted therapies [41]. Market Competition and Positioning - Intense competition exists in the market, requiring the company to continuously innovate and provide useful products and services to remain competitive [119]. - The company’s success depends on the clinical acceptance of its tests, particularly exome and whole genome sequencing, which remains uncertain [113]. Data Privacy and Security - The company has established a trade secrecy program to protect its proprietary information and trade secrets, which are critical for maintaining its competitive position [46]. - The company has experienced security incidents involving unauthorized disclosure of PHI, which may require reporting to regulatory bodies and could impact reputation [208]. International Expansion and Risks - Approximately 1.5% of GeneDx's revenues are derived from referral sources outside of the United States, with plans to increase international revenue over time [38]. - The company is exploring international expansion, which could expose it to various business and regulatory risks [147]. Compliance with Consumer Protection Laws - The California Consumer Privacy Act (CCPA) imposes fines of up to $2,663 for each violation and $7,988 for intentional violations [89]. - By the end of 2025, sixteen other states will have consumer privacy laws in effect, potentially increasing compliance costs for the company [90]. Research and Development - The company must continue to invest heavily in research and development to enhance its diagnostics and health information technologies [119]. - The development and commercialization of new tests or services are complex and uncertain, requiring significant resources and time [166].

Financial Performance - In 2025, the company recorded a net loss attributable to common stockholders of $105.9 million, a decrease of $22.7 million from the previous year's loss of $128.6 million[548]. - Revenue for the year ended December 31, 2025 was $3.2 million, an increase of 15% from $2.9 million in 2024[552][553]. - CGI's gross profit for the year ended December 31, 2025 was $2.1 million, a 13% increase from $1.9 million in 2024[553]. - The provision for credit loss expense for the year ended December 31, 2025 was $10.3 million, related to expected credit loss from Red Sun[551]. - VRB Energy reported no revenue for the year ended December 31, 2025, a decrease from $0.1 million in 2024[554]. Exploration and Project Development - Exploration expenses for 2025 were $63.3 million, down from $130.9 million in 2024, with significant reductions in costs associated with the Santa Cruz Copper Project[549]. - The Santa Cruz Copper Project is projected to produce 1.4 million tonnes of copper cathode over a 23-year mine life, with an estimated after-tax Net Present Value of $1.4 billion at an 8% discount rate[530]. - The Preliminary Feasibility Study for the Santa Cruz Copper Project confirmed the economic viability of an underground mining operation, with an initial project capital estimated at $1.24 billion[530]. - Exploration expenditures for the Alacrán Project were $19.4 million in 2025, up from $14.8 million in 2024[550]. - The company completed the final three land acquisition payments totaling $39.3 million for the Santa Cruz Copper Project, satisfying all terms of the 2023 Purchase and Sale Agreement[531]. Financing Activities - The company completed a public offering in October 2025, issuing 11,500,000 shares at $15.00 per share for gross proceeds of approximately $172.5 million[526]. - The company received $81.5 million from the exercise of approximately 11.6 million Warrants at $7.00 per share in early 2026[568]. - Net cash provided by financing activities for the year ended December 31, 2025 was $214.7 million, mainly from $231.1 million raised in two public offerings[590]. - Mesa Cobre closed a $200.0 million senior secured multi-draw Bridge Facility to support the Santa Cruz Copper Project, which is currently undrawn[570]. - The company received a Letter of Interest from EXIM Bank for potential debt financing of up to $825 million for the Santa Cruz Copper Project, with a 15-year repayment term[571]. Cash and Liquidity - Cash and cash equivalents as of December 31, 2025 were $173.3 million, with a working capital balance of $126.3 million[567]. - As of December 31, 2025, consolidated cash balances totaled $173.3 million, with $170.2 million in the USA and $2.5 million in Canada[577]. - Net cash used in operating activities for the year ended December 31, 2025 was $89.2 million, primarily due to $61.1 million in exploration expenditures and $29.4 million in general and administrative costs[584]. - The net cash provided by investing activities for the year ended December 31, 2025 was $4.6 million, partly due to $9.7 million received from the sale of VRB China[587]. - As of December 31, 2025, total material cash obligations amounted to $38.8 million, including $33.7 million related to convertible debt[596]. Joint Ventures and Partnerships - The company has established a 50/50 joint venture with Saudi Arabian Mining Company to explore minerals on approximately 50,000 km of the Arabian Shield[521]. - Cordoba Minerals Corp. signed a definitive Framework Agreement for the sale of its remaining 50% interest in the Alacrán Copper Project for up to $128.0 million, with $88.0 million in cash at closing[533]. Tax and Regulatory Matters - The company recognizes uncertain income tax positions if they are more likely than not to be sustained, with no uncertain tax positions reported as of December 31, 2025[609]. - The realization of deferred tax assets is contingent on future taxable income generation, with valuation allowances provided for amounts not likely to be recognized[608]. - The company is subject to income tax laws in multiple jurisdictions, including the United States, Colombia, Canada, Australia, the Ivory Coast, and Peru[605]. Currency and Market Risks - The recoverable value of exploration mineral interests is subject to market factors such as commodity prices and geopolitical circumstances, which could materially impact financial statements[603]. - The appreciation of the Colombian Peso against the U.S. dollar was 15.2% for the year ended December 31, 2025, while the Canadian dollar appreciated by 4.7%[613]. - A 10% depreciation or appreciation of foreign currencies against the U.S. dollar would have resulted in an approximate $0.2 million decrease or increase in the company's net loss for the year ended December 31, 2025[613]. Debt Obligations - The balance of principal and interest on the convertible bond issued by VRB Energy was $33.7 million as of December 31, 2025, classified as a current liability[578]. - The company has a fixed-rate debt of $33.7 million with an interest rate of 8.0% per annum, while variable-rate debt is $nil[610]. - The company has an undrawn $200.0 million Bridge Facility related to the Santa Cruz Copper Project, which will have an interest rate of the secured overnight financing rate plus 5.0% when drawn[611].

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 (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 ____ ...

Mineral Resources and Production - Perpetua Resources reported a significant increase in mineral resource estimates, with a total of 3.5 million ounces of gold equivalent identified[6] - Perpetua Resources holds 4.8 million ounces of gold reserves and 1.2 million ounces of measured and indicated (M&I) resources, with an additional 1.2 million ounces classified as inferred resources[9] - The company is positioned to be the largest independent gold producer in the U.S., with projected annual gold production of 463,000 ounces in the first four years and 297,000 ounces over the life of the mine[29] - Total recovered gold is projected to be 4,223 koz over the life of the mine, with an average annual recovery of 296 koz[41] - Proven and Probable Mineral Reserves include 4.8 million ounces of gold at an average grade of 1.43 g/t and 148 million pounds of antimony at 0.06% contained in 104 million tons[100] - Measured and Indicated Mineral Resources consist of 6.0 million ounces of gold at 1.42 g/t and 206 million pounds of antimony at 0.07% contained in 132 million tons[104] Financial Projections and Costs - The company has set a revenue target of $150 million for the fiscal year 2027, reflecting a strong growth trajectory[6] - The all-in sustaining cost (AISC) is projected to be approximately $1,250 per ounce, with a valuable antimony by-product credit of $220 per ounce over the life of the mine[34] - Cash costs net of by-product credits are estimated at $583/oz gold over the life of the mine, with total cash costs at $756/oz gold[41] - The after-tax net present value (NPV) at a 5% discount rate is projected to be $4,117 million, with an internal rate of return (IRR) of 29%[41] - Initial capital expenditures are estimated at $2,215 million, including a contingency of $191.9 million[41] - The annual average EBITDA is projected to be $809 million over the life of the mine[41] - Antimony by-product credits could provide significant financial benefits, with potential NPV impacts ranging from $318 million to $943 million based on varying antimony prices[53] - The total cash cost net of by-products is estimated at $583.2 million over the life of the mine, with all-in sustaining costs at $756.3 million[44] Project Development and Permitting - The company is actively pursuing permits and expects to secure necessary approvals by Q2 2026, which will facilitate project development[6] - The Stibnite Gold Project is located in Idaho, a premier mining jurisdiction with robust community and political support, and excellent infrastructure[17] - The project includes three open pits and a centrally located ore processing plant, with plans for environmental restoration and fish habitat improvement[20] - The company has achieved key permitting milestones, including the Final Record of Decision and Final Federal Permit expected in 2025[94] - The final investment decision for the Stibnite Gold Project is expected in 2026, with commercial operations projected to begin in 2029[94] Environmental and Sustainability Initiatives - Perpetua Resources is focusing on sustainable mining practices, aiming for a 30% reduction in carbon emissions compared to industry standards[6] - The company has received over $80 million in Department of Water (DoW) awards for environmental restoration efforts[9] - The company aims to address historical impacts from legacy mining, including sedimentation repair and reprocessing of 10.5 million tons of tailings[108] - The company is focused on creating a self-sustaining natural environment, supporting healthy fish and wildlife populations, and implementing a 10+ year post-operations closure period[108] - The company plans to advance permitting and construction readiness through various government programs, including a $59.2 million Defense Production Act Title III funding[114] Research and Development - A new technology for ore processing is under development, which is expected to improve recovery rates by 15%[6] - The company has allocated $5 million for research and development in 2026 to enhance mining efficiency and environmental sustainability[6] - The partnership with Idaho National Labs on an antimony pilot plant was announced in December 2025, indicating a focus on new technology development[94] - The company has received over $80 million in critical minerals awards to advance antimony research, construction readiness, permitting, and engineering[113] Market Strategy and Partnerships - The company plans to expand its market presence in North America, targeting strategic partnerships with local suppliers and distributors[6] - The company is exploring potential acquisition opportunities to diversify its asset portfolio and enhance growth prospects[6] - The company is engaged with third parties to explore antimony offtake opportunities, enhancing market expansion strategies[52] Exploration Activities - Exploration efforts are focused on expanding high-grade mineralization near existing deposits, with ongoing drilling programs planned for 2026[64] - Hangar Flats remains open at depth with significant intercepts including 348ft at 3.16g/t Au and 0.08% Sb, and 249ft at 2.82g/t Au and 2.14% Sb[68] - Upcoming drilling is focused on defining higher-grade mill feed to supplement later years of the mine plan[68] - Significant exploration activities are ongoing, with a focus on validating priority exploration targets outside of current resources[69] Financial Position and Funding - The company has a cash balance of approximately $720 million as of December 31, 2025, supporting its operational and expansion plans[14] - The Stibnite Gold Project anticipates capital sources totaling up to $3.0 billion, including $527 million from equity financing and $317 million from strategic equity investments[75] - The company has received a Preliminary Project Letter and Indicative Term Sheet from EXIM, with an application submitted for up to $2 billion in loans[75] - The company completed additional $527 million net equity financing, enhancing its financial position for project development[94] Economic Model and Financial Insights - The financial data is based on cost estimates as of Q4 2024, with significant assumptions outlined in the Financial Update[120] - The economic model included in the Financial Update is not a true cash flow model but represents property economics at a feasibility study level of detail[127] - The financial update includes non-GAAP measures such as Total Costs and All-in Sustaining Costs, which provide additional insights into the company's financial performance[125] - Illustrative equity valuation suggests a potential market cap increase of 144% based on gold price assumptions of $4,000/oz to $5,000/oz[80]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-9328 ECOLAB INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organizati ...

Revenue and Performance - The company reported net revenues driven by sales volumes and selling prices, with significant contributions from both residential and non-residential applications[198]. - Net revenues decreased by $564.4 million, or 14.9%, to $3.21 billion for the year ended December 31, 2025, compared to $3.78 billion in 2024, primarily due to a 12% decrease in Core Revenues and a 4% decrease from the divestiture of Towanda[221]. - Core Revenues decreased by 12% in 2025, driven by a 13% decrease in volume/mix, partially offset by a 1% benefit from price realization[221]. - Total consolidated net revenues decreased by $564.4 million, or 14.9%, to $3.21 billion in 2025 from $3.78 billion in 2024[250]. - Net revenues from North America decreased by $554.0 million, or 20.5%, to $2.15 billion in 2025 from $2.71 billion in 2024, primarily due to a 14% decline in Core Revenues and a 6% decrease from the court-ordered divestiture of Towanda[252]. - Net revenues in Europe decreased by $10.4 million, or 1.0%, to $1.06 billion in 2025 from $1.07 billion in 2024, primarily due to a 5% decrease in Core Revenues[254]. Costs and Expenses - Material costs, the largest component of cost of sales, have been impacted by inflation and supply chain challenges, particularly due to the ongoing conflict between Russia and Ukraine[200]. - Direct labor and benefit costs are expected to increase with inflation, reflecting adjustments in headcount according to production demand[201]. - Selling, General, and Administrative (SG&A) expenses include significant investments in sales and marketing, which are variable and tied to product promotions[207]. - Selling, general and administrative (SG&A) expenses decreased by $101.4 million, or 15.5%, to $551.1 million in 2025, remaining flat at 17.2% of net revenues[223]. - SG&A expenses decreased by $2.8 million, or 0.4%, to $652.5 million in the year ended December 31, 2024, while SG&A as a percentage of net revenues increased to 17.3% from 15.2% in 2023[235]. - Interest expense remained stable at $67.2 million for both 2025 and 2024, with changes in interest rates and principal balances affecting the overall expense[226]. - Other income decreased by $15.6 million, or 63.1%, to $9.1 million in 2025, down from $24.8 million in 2024[228]. - Income tax expense increased significantly to $147.9 million in 2025 from $16.8 million in 2024, with an effective tax rate of (31.2)% driven by valuation allowances and nondeductible goodwill impairment[229]. Goodwill and Impairment - Goodwill impairment charges were recorded for the North America and Europe reporting units, reflecting challenges in asset valuations[211]. - Goodwill impairment charges increased to $334.6 million in 2025, compared to $94.8 million in 2024, related to the full impairment of goodwill in North America and Europe reporting units[224]. - The Company recorded a goodwill impairment charge of $63.4 million for its Europe reporting unit due to a decline in fair value, with the carrying value exceeding fair value[295]. - A non-cash goodwill impairment charge of $137.7 million was recorded for the North America reporting unit in the first quarter of 2025, reflecting anticipated economic headwinds and decreased market demand[297]. - In the third quarter of 2025, the Company recorded a total goodwill impairment charge of $196.9 million for both North America and Europe reporting units due to weaker than expected market demand and economic conditions[298]. - The impairment tests indicated that all remaining goodwill related to both reporting units was fully impaired as of the third quarter of 2025[298]. Cash Flow and Financing - Net cash used in operating activities was $4.9 million for the year ended December 31, 2025, compared to cash provided of $106.2 million in 2024, primarily due to a decrease in earnings of $432.2 million[281]. - Net cash provided by investing activities was $16.3 million for the year ended December 31, 2025, compared to cash used of $153.3 million in 2024, driven by proceeds from divestitures and a decrease in capital expenditures[283]. - Net cash used in financing activities decreased to $33.0 million for the year ended December 31, 2025, compared to $80.6 million in 2024, primarily due to reduced net debt payments[285]. - Total liquidity as of December 31, 2025, was $484.7 million, a decrease from $566.7 million as of December 31, 2024, primarily due to lower ABL borrowing base availability[264]. - Total indebtedness as of December 31, 2025, was $1.18 billion, with $23.7 million in short-term debt obligations due within the next 12 months[267]. Economic and Market Conditions - The company anticipates potential risks from economic and geopolitical uncertainties, which could impact financial performance and market conditions[19]. - Future performance may be affected by changes in interest rates and the availability of financing for home construction and improvements[19]. - The Company updated its financial forecast for the Europe reporting unit to reflect anticipated macroeconomic conditions leading to reduced revenue growth expectations[295]. Research and Development - Research and Development (R&D) expenses are primarily focused on developing new products and improving existing offerings, with all R&D costs expensed as incurred[208]. Pension and Employee Benefits - The discount rate for the U.S. pension plan decreased to 5.41% at December 31, 2025, from 5.57% at December 31, 2024[312]. - A 25 bps decrease in the discount rate would increase the U.S. pension obligation by approximately $4.0 million and decrease fiscal year 2026 pension expense by about $0.2 million[312]. - A 100 bps change in the assumed rate of return on plan assets would affect the 2026 net periodic pension expense by approximately $1.5 million[313]. - The company may execute transactions to reduce volatility in the U.S. defined benefit pension plan, which could result in non-cash pre-tax pension settlement charges[315]. Corporate Governance and Accounting Policies - The Company relies on dividends or advances from its subsidiaries to fund operations, with the majority of operating income derived from its main operating subsidiary, JWI[287]. - The Company evaluates its estimates and judgments related to accounting policies on an ongoing basis, which may affect reported amounts of assets, liabilities, revenues, and expenses[288]. - The Company applies the fair value method of accounting for share-based compensation, using the Black-Scholes option-pricing model to determine compensation expense[304].