UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 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: 001-35477 Regional Management Corp. (Exact name of registrant as specified in its charter) Delaware 57-0847115 (State or other jurisdiction of incorporation or organization) 979 Batesville Road, Suite B Greer, South Caroli ...

Revenue and Financial Performance - Total revenues from Investment Banking & Equities and Investment Management segments include fees for services, transaction-related client reimbursements, and other revenue, with net revenues reflecting total revenues less interest expense[169]. - Revenue trends in the advisory business are correlated to M&A activity, restructuring activity, and capital advisory activity, with fluctuations based on market conditions and client transaction completions[171]. - Net Revenues for 2025 were $3.86 billion, an increase of $876.2 million, or 29%, compared to $2.98 billion in 2024[199]. - Advisory Fees increased by $826.5 million, or 34%, to $3.27 billion in 2025, while Underwriting Fees rose by $22.6 million, or 14%[199]. - Net Revenues for 2025 were $3.77 billion, an increase of $869.2 million, or 30%, compared to $2.90 billion in 2024, driven primarily by a 34% increase in Advisory Fees[220]. - Total Number of Fees from Advisory and Underwriting Client Transactions increased to 806 in 2025, up 8% from 748 in 2024, with fees of at least $1 million rising by 16% to 529[219]. - The company recorded a net gain of $25.7 million from its exchange-traded funds portfolio for the year ended December 31, 2025[276]. Expenses - Total Expenses for 2025 were $3.07 billion, an increase of $613.2 million, or 25%, compared to $2.45 billion in 2024[202]. - Employee Compensation and Benefits Expense was $2.50 billion in 2025, reflecting a 27% increase from $1.97 billion in 2024[202]. - Non-Compensation Expenses were $565.0 million in 2025, up 20% from $471.3 million in 2024, driven by increased technology and information services costs[203]. - Interest Expense increased by $7.5 million, or 45%, to $24.3 million in 2025 due to the issuance of new senior notes[201]. - Non-Compensation expenses were $548.3 million in 2025, up 20% from $456.3 million in 2024, primarily due to increased technology and information services expenses[223]. Assets Under Management (AUM) and Wealth Management - Assets Under Management (AUM) in Wealth Management reached $15.5 billion at December 31, 2025, a 12% increase from $13.9 billion at December 31, 2024[231]. - Wealth Management experienced inflows of $1.583 billion and outflows of $1.344 billion in 2025, contributing to a market appreciation of $1.379 billion[234]. - The composition of AUM for Wealth Management as of December 31, 2025, included 67% in equities, 18% in fixed income, 10% in liquidity, and 5% in alternatives[234]. - Wealth Management lagged the S&P 500 by approximately 11% and 5% on a 1 and 3-year basis, respectively[236]. - Wealth Management AUM increased by 12% in 2025, driven by a 10% market appreciation and 2% net inflows[236]. Taxation and Deferred Tax Assets - The provision for income taxes in 2025 was $153.1 million, with an effective tax rate of 19.3%, down from 21.6% in 2024[206]. - The company estimates it must generate approximately $1.8 billion of future taxable income to realize the gross deferred tax asset balance of $446.9 million[321]. - The deferred tax balance is expected to reverse primarily over a period ranging from 5 to 15 taxable years[321]. - The majority of the deferred tax assets relate to the U.S. operations of the company, with management concluding that it is more-likely-than-not the deferred tax assets will be realized[320]. - Significant management judgment is required in determining the provision for income taxes and deferred tax assets and liabilities[316]. Compensation and Incentives - Employee Compensation and Benefits Expense rose to $52.4 million in 2025, a 14% increase from $46.1 million in 2024, due to higher salaries and incentive compensation[240]. - The company anticipates cash distributions to named executive officers in lieu of cash incentive compensation for 2023, 2024, and 2025, reflecting a strategic compensation approach[183]. - The performance period for the 2021 Long-term Incentive Plan ends on December 31, 2024, with cash distributions planned for 2025, indicating a structured incentive framework[185]. Investment and Financial Position - Cash, Cash Equivalents, and Restricted Cash increased to $1.4 billion at December 31, 2025, up $554 million from $882.1 million in 2024[245]. - Operating activities generated a net inflow of $1.3 billion in 2025, primarily related to earnings[245]. - Cash used in investing activities was $98.3 million in 2025, mainly for furniture, equipment, and investment securities[245]. - Financing activities used $635.6 million in cash, primarily for treasury stock purchases and dividend payments[245]. - The company issued $250.0 million in senior notes on July 24, 2025, including $125.0 million of 5.17% Series K Notes and $125.0 million of 5.47% Series L Notes[262]. Risk Management and Credit Quality - The company maintains an allowance for credit losses based on historical credit loss experience and current market conditions, ensuring adequate coverage for probable losses[306]. - The company does not believe it faces any material interest rate risk, foreign currency exchange risk, equity price risk, or other market risk except as disclosed[327]. - The company recorded bad debt expense of $5.6 million for the year ended December 31, 2025, consistent with the previous year, indicating stable credit loss management[306]. - Receivables collection periods are generally within 90 days of invoice, with placement fees collected within 180 days, indicating efficient cash flow management[307]. Accounting and Revenue Recognition - The company applies ASC 606 for revenue recognition, which includes a five-step model to ensure accurate reporting of revenue streams[292]. - Advisory fees are recognized upon the announcement or closing of transactions, which may lead to variability in revenue recognition timing[295]. - Asset management fees are recognized over the period services are provided, based on the value of assets under management, ensuring alignment with performance obligations[304]. - The valuation of investments in securities impacts both the carrying value of direct investments and the determination of management fees, highlighting the importance of fair value assessments[309].

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 ☐ 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: 001-41183 Evolution Metals & Technologies Corp. (Exact name of registrant as specified in its charter) (formerly Welsbach Technology Metals ...

Manufacturing Capacity and Production Plans - EM&T aims to develop approximately 55,000 tonnes per year of rare earth magnet manufacturing capacity in the United States within two years, with no reliance on China[54]. - The company plans to develop approximately 78,000 tonnes per year of battery-grade carbonates, sulfates, and precursor cathode active materials (pCAM) in the United States within two years[54]. - EM&T's U.S. industrial campus will support operational synergies across the full lifecycle of its products, including processing, production, and manufacturing[46]. - EM&T's integrated platform includes rare earth magnet manufacturing, lithium-ion battery materials recycling, and U.S. government and commercial e-waste processing[55]. - The company believes that its business model, focused on recycling high-performance rare earth magnets and lithium-ion batteries, represents a practical pathway for large-scale domestic production[54]. - EM&T's operations are designed to recover high-value base and precious metals from U.S. government classified and commercial end-of-life electronic waste[43]. - The company plans to source a significant portion of its rare earth feedstock from electronic scrap generated by U.S. government agencies and commercial markets[67]. - EM&T's automation capabilities are intended to reduce labor intensity, improve process consistency, and lower unit operating costs across its operations[51]. - The company believes that integrating battery recycling with rare earth magnet processing creates operational synergies, particularly in hydrometallurgical processing[61]. Market Insights and Growth Projections - The global rare earth magnet market was valued at approximately $10.46 billion in 2023 and is expected to grow to approximately $15.05 billion by 2030, representing a compound annual growth rate of approximately 6.26%[92]. - The global battery market was valued at approximately $125.35 billion in 2023 and is projected to grow to approximately $367.97 billion by 2030, indicating rapid growth in electrified transportation and energy storage systems[88]. - The global lithium-ion battery recycling market was valued at approximately $3.79 billion in 2023 and is projected to grow to approximately $23.21 billion by 2032, reflecting a compound annual growth rate of approximately 22.75%[90]. - EM&T believes that global lithium demand is increasing by approximately 250,000 to 300,000 tonnes of lithium carbonate equivalent per year, highlighting potential supply shortfalls by 2030[91]. - EM&T estimates that non-China rare earth magnet producers have announced approximately 30,000 tonnes per year of planned manufacturing capacity, representing about 15% of projected global demand outside China[101]. - EM&T believes that many announced projects for rare earth magnet production may not reach meaningful commercial production until approximately 2028 to 2030 due to various challenges[102]. Intellectual Property and Competitive Advantages - EM&T owns valuable intellectual property (IP) including patents related to recycling processes, magnet manufacturing, and AI-driven smart machines[106]. - Handa Lab holds several key patents, including the Intelligent Autonomous Charging System (registered on April 4, 2024) and the Pick Up System of Autonomous Charging Robot for Electric Vehicle (registered on September 19, 2023)[109]. - KCM holds a patent for a Compound for Bonded Magnet Resin and Manufacturing Method, enhancing capabilities in sustainable magnetic materials, registered on February 6, 2013[110]. - The patents are valid for 20 years from their filing dates, with expiration dates ranging from 2033 to 2044, providing significant competitive advantages[113]. Mergers and Acquisitions - On January 5, 2026, EM completed a merger with WTMA, resulting in WTMA changing its name to Evolution Metals & Technologies Corp[116]. - As part of the merger, EM acquired Handa Lab, KCM, KMMI, and NS World, enhancing its market position in the REE supply chain[116]. - EM contributed $78,870,000 to the capital of Korea NewCo as part of the merger transactions[122]. - The acquisition of EM Member Units from Korean Companies is valued at $48,118,084, with payment contingent on future capital raises[126]. - The merger and related transactions were part of a structured plan to enhance EM's operational capabilities and market reach[128]. Financial Performance and Challenges - EM&T has incurred operating losses since the Business Combination and expects to continue incurring significant expenses as it integrates subsidiaries and scales production capacity[145]. - The company anticipates substantial operating costs, including R&D expenses and capital expenditures, until it achieves sufficient scale and market adoption of its products[146]. - EM&T's future revenue growth will depend on factors such as global demand for critical materials, pricing pressure, and customer adoption of its products[148]. - The company faces challenges in securing reliable and cost-effective volumes of spent lithium-ion batteries, which are critical for its operations[159]. - The success of EM&T's growth strategy is subject to uncertainties, including potential delays in acquisitions and challenges in developing new products[152]. - Investors may have difficulty evaluating EM&T's business due to its limited operating history as a consolidated company following the Business Combination[141]. - The company must effectively execute its growth and go-to-market strategies to achieve sustained profitability and long-term commercial success[150]. - EM&T's ability to continue operations may be adversely affected if it cannot generate sufficient revenues or raise additional capital as needed[149]. - The company's quarterly net sales and operating results are expected to fluctuate significantly, impacting stock price if investor expectations are not met[181]. - EM&T's future performance relies on assumptions that may prove inaccurate, potentially leading to significant deviations from anticipated results[185]. - The expected addressable market for EM&T's products may not materialize as projected, affecting financial performance[188]. - Fluctuations in demand and prices for battery metals and rare earth elements could significantly impact EM&T's profitability[190]. - Integration of recently acquired subsidiaries may present operational challenges that could disrupt ongoing business operations[174]. - A prolonged economic downturn could lead to reduced revenue and limit access to development funds for battery metals and rare earth elements[191]. - Demand for products is closely linked to sectors like electric vehicles and robotics, with potential negative impacts from market slowdowns[192]. - Industry consolidation may increase competition, affecting revenue and market share for EM&T[196]. - The company faces risks from labor relations, which could disrupt operations and reduce revenues[199]. - A shortage of skilled technicians and engineers may increase operating costs and hinder production levels[201]. - Fluctuations in raw material costs could adversely affect profit margins and production volumes[204]. - Disruptions in transportation services could impair the ability to supply products, negatively impacting operations[205]. - The emergence of substitutes for EM&T's products could diminish revenue generation potential[209]. Regulatory and Cybersecurity Risks - Compliance with the Investment Company Act could impose burdensome requirements, complicating operations and growth plans[211]. - Cybersecurity threats pose significant risks to EM&T's operations, potentially leading to operational disruptions, reputational harm, and increased regulatory scrutiny[230]. - The company relies on third-party service providers and cloud platforms, which may be subject to disruptions or breaches, impacting the integrity of systems essential for operations[229]. - EM&T's patent applications may not result in issued patents, and existing patents may be contested or limited, affecting the company's ability to protect its technology[224]. - The company may incur substantial costs to enhance security measures in response to evolving cyber threats, which could materially affect its financial condition and operations[233]. - EM&T's common stock price may be volatile due to various market and industry factors, potentially reducing its market price regardless of operational performance[234]. - Failure to meet Nasdaq's continued listing requirements could result in delisting of EM&T's common stock, negatively impacting stockholder ability to trade[235].

Portfolio Overview - As of December 31, 2025, Douglas Emmett, Inc. owned a total portfolio of 18.0 million square feet of office space and 5,445 multifamily apartment units, with 1,035 units under development[18]. - Douglas Emmett, Inc. operates 70 office properties and 15 multifamily properties, including 52 wholly-owned office properties and 12 residential properties[18]. - At December 31, 2025, the company managed and owned equity interests in six consolidated joint ventures, totaling 4.6 million square feet of office space and 793 apartments[23]. - The multifamily portfolio consists of 4,410 units, with an overall leased percentage of 99.5% and an annualized rent of $180,570,960[184]. - As of December 31, 2025, the In-Service Portfolio includes 69 office properties with a total rentable square footage of 17,526,068, and a multifamily portfolio of 13 properties with 4,410 units[204]. Market Position and Strategy - The company holds a 39% market share of Class A office space in its targeted submarkets, indicating a strong competitive position[20]. - The company has a disciplined strategy for acquiring substantial market share in each submarket, enhancing its pricing power and investment opportunities[20]. - The company is committed to increasing its market share in existing submarkets and may explore new submarkets with similar characteristics[18]. Financial Performance - The annualized rent totals $644,022,179, with an average annualized rent per leased square foot of $47.65[162]. - The company declared a consistent dividend of $0.19 per share for each quarter in both 2024 and 2025[192]. - The common stock of the company closed at $10.99 on December 31, 2025[191]. - The total return on the company's stock from December 31, 2020, to December 31, 2025, was 48.13%, compared to 196.16% for the S&P 500[199]. Leasing and Occupancy - The company has a leasing percentage of 80.4%, with 51.1% of office leases being 2,500 square feet or less[168]. - The leased rate for the office portfolio stands at 80.4%, while the occupancy rate is at 78.0%, and the multifamily portfolio has a leased rate of 99.5%[204]. - As of December 31, 2025, 19.7% of the square footage in the total office portfolio was available for lease, and 11.7% was scheduled to expire in 2026[87]. - The average straight-line rental rate for the office portfolio decreased to $44.14 in 2025 from $50.50 in 2024, reflecting a significant change in rental dynamics[214]. Employee and Corporate Culture - The company employed approximately 778 people as of December 31, 2025[50]. - More than a quarter of employees received equity compensation in 2025, promoting a sense of ownership[53]. - The company has a culture of openness and teamwork, with programs like the Daily Exchange for employee training[51]. Sustainability and Environmental Initiatives - As of December 31, 2024, over 84% of stabilized eligible office space qualified for "ENERGY STAR Certification," indicating energy efficiency in the top 25% of buildings nationwide[40]. - The company has implemented water conservation initiatives, including low flow faucets and toilets, and waterless urinals[42]. - The company focuses on sustainable development, avoiding environmentally protected areas and using brownfield sites[47]. - The company has installed almost 400 electric vehicle charging stations and plans to add more[46]. Risks and Challenges - The company faces risks related to inflation, geographic concentration, and competition in the real estate market[58]. - The company has approximately $5.6 billion of debt outstanding as of December 31, 2025, with $1.6 billion being floating rate debt, exposing it to interest rate fluctuation risk[71]. - The company may experience rent roll-down due to competitive pricing pressure, adversely affecting operating results and cash flows[75]. - The geographic concentration of properties in Los Angeles County and Honolulu increases exposure to local economic and regulatory risks[68]. - The company may face challenges in maintaining and renovating properties, which could reduce cash flows and competitiveness[77]. Cybersecurity and Risk Management - The cybersecurity risk management program is integrated into the overall enterprise risk management program, focusing on protecting critical systems and information[153]. - The company has not experienced any material cybersecurity incidents to date, but ongoing risks remain that could materially affect operations and financial condition[155]. - The management team, led by the CIO with 35 years of experience, is responsible for assessing and managing significant cybersecurity risks[158]. Development and Capital Expenditures - The company is developing a mixed-use community at 10900 Wilshire Boulevard, which will include up to 323 apartment units and a conversion of an existing office tower[211]. - Recurring capital expenditures for the office portfolio in 2025 total $2,825,003, with expenditures per square foot at $0.19[180]. - Recurring capital expenditures for the multifamily portfolio in 2025 amount to $3,356,058, averaging $762 per unit[186]. Regulatory and Taxation Risks - Legislative or regulatory changes affecting REITs could have a negative impact on the company's ability to maintain its REIT qualification and affect cash distributions[72]. - Property taxes could increase due to changes in tax rates or reassessments, adversely impacting cash flows[127]. - Legislative efforts to amend Proposition 13 could lead to substantial increases in assessed property values and taxes, affecting financial results[128].

Financial Performance - LiveWire's net loss for the year ended December 31, 2025, was $75,114 thousand, a decrease from $93,925 thousand in 2024, reflecting a 20.0% improvement [326]. - The Electric Motorcycles segment reported an operating loss of $73,831 thousand for 2025, compared to a loss of $105,500 thousand in 2024, marking a 30.0% reduction [327]. - The STACYC segment's operating loss was $1,653 thousand in 2025, down from $4,856 thousand in 2024, representing a 66.0% improvement [328]. - Revenue for the year ended December 31, 2025 decreased by $2,317 thousand, or 27.6%, to $6,064 thousand from $8,381 thousand for the year ended December 31, 2024 [349]. - Electric motorcycles revenue decreased by $2,953 thousand, or 38.6%, to $4,691 thousand in 2025, while parts, accessories, and apparel revenue increased by $636 thousand, or 86.3%, to $1,373 thousand [348]. Sales Performance - Total Wholesale Motorcycle Unit Sales increased to 589 units in 2025 from 511 units in 2024, a growth of 15.3% [336]. - Company Retail Motorcycle Unit Sales decreased to 64 units in 2025 from 101 units in 2024, a decline of 36.6% [336]. - Total Retail Motorcycle Unit Sales rose to 844 units in 2025, up from 492 units in 2024, an increase of 71.5% [336]. - Electric Balance Bike and Electric Bike Unit Sales totaled 21,633 units in 2025, compared to 18,549 units in 2024, reflecting a growth of 11.2% [336]. - STACYC segment revenue increased by $1,356 thousand, or 7.4%, to $19,608 thousand in 2025 from $18,252 thousand in 2024 [354]. - Electric balance bikes and electric bikes revenue increased by $1,765 thousand, or 12.6%, to $15,808 thousand in 2025 [353]. Cost Management - Cost of goods sold for the year ended December 31, 2025 decreased by $8,960 thousand, or 33.2%, to $18,058 thousand from $27,018 thousand for the year ended December 31, 2024 [350]. - Selling, administrative, and engineering expenses decreased by $25,026 thousand, or 28.8%, to $61,837 thousand in 2025 from $86,863 thousand in 2024 [351]. Cash Flow and Financing - As of December 31, 2025, LiveWire's cash and cash equivalents were $82,777 thousand, an increase from $64,437 thousand as of December 31, 2024 [358]. - The Company entered into a Term Loan Agreement with H-D providing access of up to $75 million, with a maturity date of December 15, 2027 [362]. - The effective interest rate for the Term Loan was 7.64% for the year ended December 31, 2025 [363]. - LiveWire does not expect to generate positive cash flow from operations over the next twelve months [359]. - Net cash used by operating activities decreased by $40,311 thousand to $53,548 thousand in 2025 compared to $93,859 thousand in 2024 [369]. - Net cash used in investing activities decreased by $4,257 thousand to $3,811 thousand in 2025 compared to $8,068 thousand in 2024 [370]. - Net cash provided by financing activities increased by $77,179 thousand to $75,735 thousand in 2025, driven by borrowings under the Term Loan of $75.0 million [371]. - LiveWire's overall increase in cash during 2025 was primarily due to an increase in net cash provided by financing activities [368]. Future Plans and Strategies - LiveWire plans to launch two new 125 cc-equivalent mini-motos, the S4 Honcho products, in spring 2026 to expand market access and affordability [329]. - LiveWire's focus for 2026 includes continued network expansion, cost savings, and product innovation aimed at profitability [333]. - The company expects capital expenditures between $3 million and $8 million in 2026 [366]. - The company continues to explore additional means for raising capital to support ongoing operations and future investments [365]. Inventory and Liabilities - The company has a liability of $6,080 thousand for excess inventory components held by H-D as of December 31, 2025 [367]. - LiveWire is subject to certain payments under the Contract Manufacturing Agreement with H-D if minimum purchase commitments are not met starting in 2027 [367].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION (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: 001-41770 Washington, D.C. 20549 ____________________________________ FORM 10-K VERALTO CORPORATION (Exact name of registrant as specified in its charter) | Delaware | | ...

Sales and Revenue - Revenues for the three months ended December 31, 2025 decreased 62.6% to $7,133,602 compared to $19,072,571 for the same period in 2024, primarily due to decreased orders from Amazon and supply chain disruptions[239]. - Revenues for the six months ended December 31, 2025 decreased 49.7% to $19,151,069 compared to $38,081,092 for the same period in 2024, driven by decreased Amazon orders and supply chain issues[249]. Profit and Loss - Gross profit for the three months ended December 31, 2025 was $3,138,922, down from $8,389,886 in the same period of 2024, with a gross profit margin of 44% for product sales[241]. - Gross profit for the six months ended December 31, 2025 was $7,945,446, with a gross profit margin of 41.5%, down from 44.3% in the same period of 2024[251]. - Net loss attributable to iPower Inc. for the three months ended December 31, 2025 was $(1,193,281), a significant increase in loss compared to $218,819 in the same period of 2024[245]. Operating Expenses - Operating expenses for the three months ended December 31, 2025 decreased 27.6% to $5,576,899, attributed to reduced selling and fulfillment expenses and a cost-cutting plan[242]. - Operating expenses for the six months ended December 31, 2025 decreased 36.2% to $12,078,602, mainly due to reduced selling, fulfillment, and general administrative expenses[252]. Cash Flow and Financial Position - As of December 31, 2025, cash and cash equivalents were $2,011,738, reflecting a slight increase from $2,007,890 as of June 30, 2025, due to operational cash flow[257]. - The company believes that existing cash and cash equivalents will be sufficient to finance operations for the next 12 months, although future performance is subject to economic uncertainties[258]. - Net cash provided by operating activities for the six months ended December 31, 2025, was $763,906, a significant improvement from $(1,387,926) in the same period of 2024[262]. - Net cash used in investing activities increased to $5,593,628 for the six months ended December 31, 2025, compared to $664,366 in 2024, primarily due to payments for joint ventures and software development[263]. - Net cash provided by financing activities was $4,822,051 for the six months ended December 31, 2025, compared to $(2,558,389) in 2024, driven by proceeds from convertible note financing[264]. Strategic Initiatives - iPower's sales channels include Amazon Vendor Central, Amazon Seller Central (3P), Walmart.com, TikTok, Temu, and its own e-commerce websites[214]. - The company has initiated a Digital Treasury Strategy, planning to create a business focused on digital assets, with no predictions on its long-term success[217][236]. - iPower purchased 15.1 Bitcoin at an average price of $87,686.33 per BTC, totaling approximately $1,325,400, and 301.1 Ethereum at an average price of $2,934.67 per ETH, totaling approximately $883,600 under the Digital Treasury Strategy[235]. - iPower is expanding its product catalog through in-house development and partnerships, focusing on home goods, pet products, and consumer electronics[215]. - The company plans to increase the size of its in-house product catalog, which is expected to positively impact its margin profile and cash generation capabilities[259]. - The company anticipates that cash flow from operations will improve as supply chain operations normalize and new suppliers transition to more favorable credit terms[259]. Financing and Capital Structure - A reverse stock split of 1-for-30 was approved, effective October 27, 2025, reducing the number of shares while maintaining the total number of authorized shares[221][222]. - The company issued three promissory notes totaling $2 million with a 6.5% interest rate, used to pay off an existing asset-backed lending facility[224][225]. - A Convertible Note Facility was established, with an aggregate original principal amount of $30 million, including a series A senior secured convertible note of $5,184,024[229]. - The Convertible Notes are convertible at a fixed price of $17.70 per share, with an alternate conversion price based on recent trading VWAP[231]. - Stockholders approved an increase in authorized shares from 200 million to 1 billion, allowing for more flexibility in future financing[227]. Economic and Market Conditions - Global economic disruptions have led to increased costs and delays in inventory acquisition, impacting profit margins[219]. - The company evaluates the creditworthiness of customers and maintains an allowance for credit losses based on historical data and economic conditions[272]. Tax and Accounting - The Company accounts for income taxes under the asset and liability method, recognizing deferred tax assets and liabilities for future tax consequences[289]. - Major tax jurisdictions identified include U.S. federal, Nevada, and California, with certain tax attribute carryforwards subject to review[290]. - The Company believes its income tax filing positions will be sustained on audit, with no material changes anticipated to its financial position[291]. - No reserves for uncertain income tax positions have been recorded pursuant to ASC 740, Income Taxes[291]. - The Company does not anticipate that recently issued but not yet effective accounting standards will materially affect its consolidated financial position[292]. - As a "smaller reporting company," the Company is not required to provide detailed market risk disclosures[293].

Financial Performance - Revenue for fiscal Q2 2026 was $7.1 million, reflecting a strategic supply chain restructuring and a shift to predominantly U.S.-based sourcing[1] - Gross profit was $3.1 million, with a stable gross margin of 44.0%, indicating strong core economics despite lower revenue[5] - Total revenues for the three months ended December 31, 2025, were $7,133,602, a decrease from $19,072,571 in the same period of 2024[19] - Gross profit for the three months ended December 31, 2025, was $3,138,922, compared to $8,389,886 in the same period of 2024, reflecting a significant decline[19] - The net loss attributable to IPOWER for the three months ended December 31, 2025, was $1,193,281, compared to a net income of $218,819 in the same period of 2024[19] - Earnings per share (basic) for the three months ended December 31, 2025, were $(1.08), compared to $0.21 in the same period of 2024[19] - The company reported a comprehensive loss attributable to IPOWER of $1,193,660 for the three months ended December 31, 2025[19] Operating Expenses - Total operating expenses decreased by 28% year-over-year to $5.6 million, driven by personnel reductions and tighter expense controls[7] - Operating expenses totaled $5,576,899 for the three months ended December 31, 2025, compared to $7,706,279 in the same period of 2024[19] Debt and Cash Position - Cash and cash equivalents stood at $2.0 million, with total debt approximately $8.4 million, including $5.8 million of convertible notes[8] - The company experienced a loss on extinguishment of debt amounting to $24,100 for the three months ended December 31, 2025[19] Strategic Initiatives - iPower implemented a Digital Asset Treasury strategy, raising $6.5 million in gross proceeds from a convertible note offering[2] - The divestiture of Global Product Marketing Inc. for approximately $2.3 million was completed, reducing future operating expenses[9] - A $2 million share repurchase program was authorized, reflecting confidence in the company's strengthened balance sheet[11] - The transition to a U.S.-based supply chain aims to improve supply chain transparency and enhance long-term gross margin durability[4] - Management expects the streamlined operating model to provide a stronger and more resilient foundation going forward[10]

Assets Under Management (AUM) - The firm's AUM decreased by approximately 43% from June 30, 2008, to March 31, 2009, primarily due to general market conditions [120]. - During the first quarter of 2020, AUM levels decreased by approximately 24% from February 19, 2020, to March 31, 2020, due to sharp global equity market declines related to the COVID-19 pandemic [120]. - In 2022, the firm's assets declined by approximately 27% as a result of persistent inflation, interest rate increases, and geopolitical tensions [120]. - As of December 31, 2025, the company's assets under management (AUM) increased to $179.9 billion, a rise of $18.7 billion, or 12%, from $161.2 billion at the end of 2024 [252]. - The average AUM for the year ended December 31, 2025, was $173.0 billion, reflecting an 8.0% increase from $160.2 billion in 2024 [252]. - Total Assets Under Management (AUM) reached $179,928 million, including $123 million for which Artisan Partners provides investment models to managed account sponsors [268]. - As of December 31, 2025, total assets under management (AUM) reached $179.9 billion, with equity, credit, and alternative assets contributing $158.0 billion, $17.9 billion, and $4.0 billion respectively [274]. Investment Performance - Approximately 88% of the company's AUM is managed in long-only equity investment strategies, exposing it to greater risk during market declines [143]. - Investment returns contributed $33.4 billion to the AUM in 2025, significantly impacting the overall growth despite net outflows [261]. - The Global Opportunities Strategy has an AUM of $16,537 million with a 1-year return of 10.14% and a 5-year average annual return of 5.25% [267]. - The Non-U.S. Growth Strategy reported a 1-year return of 37.93% and a 3-year return of 21.19%, with an AUM of $15,475 million [267]. - The Developing World Strategy achieved a 1-year return of 9.15% and a 3-year return of 22.93%, with an AUM of $4,283 million [268]. - The Global Value Strategy has an AUM of $36,280 million, with a 1-year return of 35.45% and a 5-year average annual return of 14.65% [267]. - The Emerging Markets Local Opportunities Strategy reported a 1-year return of 25.39% and an AUM of $1,861 million [268]. - The Credit Opportunities Strategy achieved a 1-year return of 11.06% and has an AUM of $367 million [267]. - The Global Equity Strategy has an AUM of $432 million with a remarkable 1-year return of 47.84% [267]. - The Sustainable Emerging Markets Strategy reported a 1-year return of 43.91% and an AUM of $2,537 million [267]. - The Antero Peak Strategy achieved a 1-year return of 21.80% with an AUM of $2,220 million [268]. Revenue and Financial Performance - The company generated $1,196.7 million in revenue for the year ended December 31, 2025, representing a 7.6% increase from $1,111.8 million in 2024 [252]. - The GAAP operating margin was 33.4% in 2025, compared to 33.0% in 2024, while the adjusted operating margin improved to 35.3% from 33.8% [252]. - Total revenues for the year ended December 31, 2025, were $1.2 billion, with management fees making up $1.2 billion and performance fees at $29.1 million [283]. - Approximately 80% of investment advisory fees were earned from clients located in the United States for the years ended December 31, 2025, 2024, and 2023 [284]. - The weighted average fee rate for Artisan Funds and Artisan Global Funds was 0.883% for the year ended December 31, 2025, slightly decreasing from 0.901% in 2023 [279]. Client Flows and Relationships - Net client cash flows for 2025 were $(12.7) billion, compared to $(3.7) billion in 2024, indicating increased outflows [258]. - Gross client cash inflows for 2025 were $27.0 billion, while gross client cash outflows were $39.7 billion [261]. - The company experienced net outflows of $15.6 billion in equity strategies in 2025, primarily due to weaker performance and client reallocations [261]. - The intermediated wealth distribution channel accounted for 61.4% of total AUM as of December 31, 2025, up from 58.6% in 2024 [271]. - The institutional channel represented 38.6% of total AUM as of December 31, 2025, a decrease from 41.4% in 2024 [271]. Operational and Regulatory Risks - The firm may offer lower fees to retain current assets and attract additional assets, which could exert downward pressure on fees [126]. - The firm has experienced competition for skilled investment professionals, which could impact its ability to execute business strategies [105]. - Poor investment performance can lead to a loss of AUM, negatively impacting revenues and financial condition [114]. - The investment management industry is facing transformative pressures, including a shift towards passive investment strategies and increased fee competition [133]. - The company is subject to extensive regulatory scrutiny, including from the SEC and other regulatory bodies, which could lead to significant operational costs and legal liabilities [165]. - The company is experiencing increased operational and regulatory risks associated with newer investment strategies offered through private funds [145]. - Employee misconduct or perceived misconduct could expose the company to significant legal liability and reputational harm [157]. - The company relies heavily on internal and third-party technology systems for operations, increasing the risk of operational disruptions and cybersecurity incidents [172]. Dividends and Shareholder Returns - The company declared a dividend of $1.58 per share of Class A common stock for Q1 2026, consisting of a variable quarterly dividend of $1.01 per share and a special annual dividend of $0.57 per share [237]. - The variable quarterly dividend of $1.01 per share represents approximately 80% of the cash generated in the fourth quarter of 2025 [237]. - The company expects to pay a quarterly dividend of approximately 80% of the cash generated from operations, subject to Board approval [237]. - The company’s stockholders would have experienced an 8% annual total return as of December 31, 2025, if all dividends were retained, compared to an 11% annual total return if all dividends were reinvested [236]. Cybersecurity and Risk Management - The company has a comprehensive cybersecurity risk management strategy integrated into its overall risk management framework [207]. - The company has not experienced any known material cybersecurity breach or threat that resulted in or is reasonably likely to result in any material loss or impact on its business strategy, results of operations, or financial condition [212]. - The Audit Committee oversees cybersecurity risk management and receives quarterly reports on significant cybersecurity events or trends impacting the company [219]. - The information security governance team reports to senior management on the results of its annual cybersecurity risk assessment [215]. - The company maintains a robust information security program that includes periodic internal audits and independent third-party reviews [210].