Business Segments - The company operates two strategic segments: Advanced Electronics Solutions (AES) and Elastomeric Material Solutions (EMS), with non-core businesses reported in an Other segment[16]. - As of December 31, 2025, the AES segment had manufacturing and administrative facilities in multiple locations including Chandler, Arizona, and Suzhou, China, while the EMS segment had facilities in Rogers, Connecticut, and Blackburn, England[18][19]. - The company sold to approximately 2,800 customers worldwide in 2025, with no individual customer representing more than 10% of total net sales[20]. Innovation and Development - The company emphasizes innovation as a key component of its business strategy, supported by Rogers Innovation Centers in Chandler, Arizona, and Suzhou, China, focusing on the development of new high-tech materials[24]. - The company has a history of innovation and holds numerous domestic and foreign patents, which provide a competitive advantage in its operating segments[25][26]. Raw Materials and Supply Chain - Key raw materials for the AES segment include copper, polymer, and ceramic materials, while the EMS segment relies on polyol and silicone materials[27]. - The company faces risks related to supply chain disruptions and reliance on sole or limited-source suppliers for key raw materials, which could adversely impact operations[28]. - The company utilizes hedging strategies to mitigate fluctuations in the cost of copper, a key raw material, but does not currently hedge other commodity-based raw materials[151]. Workforce and Employee Safety - The company employs approximately 3,000 people globally, with 1,100 in North America, 900 in EMEA, and 1,000 in APAC as of December 31, 2025[30]. - The company is committed to promoting employee health and safety, aiming to minimize lost workdays and recordable incidents[32]. Financial Risks and Currency Exposure - The company is exposed to foreign currency risk primarily in Europe and Asia, with a potential impact of approximately $38.9 million decrease in net sales and $1.2 million decrease in net income from a 10% strengthening of the U.S. dollar[149]. - A 10% weakening of the U.S. dollar could result in an increase of approximately $47.6 million in net sales and $1.7 million in net income[149]. - As of December 31, 2025, the interest rate on the company's revolving credit facility was 5.64%, with no borrowings outstanding, meaning a 100-basis point increase in SOFR had no impact for the year[150]. Sales and Orders - The company’s sales are primarily made through short-term purchase orders, which can be modified or canceled on short notice[23].

Membership and Revenue - As of December 31, 2025, Humana had approximately 15 million members in medical benefit plans and 4.7 million members in specialty products[13]. - 83% of total premiums and services revenue in 2025 were derived from federal government contracts, with 14% from individual Medicare Advantage contracts in Florida, covering approximately 1.0 million members[13]. - Total premiums and services revenue for the Insurance segment was $123.842 billion, with individual Medicare Advantage premiums contributing $90.403 billion, representing 70.3% of the segment's revenue[19]. - The Florida contracts accounted for approximately $17.8 billion in premiums revenue, which is about 20% of individual Medicare Advantage premiums revenue and 14% of consolidated premiums and services revenue[27]. - Approximately 93% of the company's total premiums and services revenue for the year ended December 31, 2025, was derived from federal and state government health care coverage programs, including Medicare and Medicaid[115]. - The company provided health insurance coverage to approximately 1.0 million individual Medicare Advantage members in Florida, accounting for about 14% of total premiums and services revenue for the year ended December 31, 2025[117]. Medicare Advantage and Services - Humana's individual Medicare Advantage products are renewed annually, with all contracts for 2026 approved by CMS[28]. - The company serves Medicaid-eligible members through contracts in multiple states, including Florida, Kentucky, and Illinois[34]. - Humana's group Medicare Advantage plans typically offer richer benefits than individual plans, including enhanced prescription drug coverage[31]. - The primary care business operates 350 clinics and serves approximately 491,100 patients, primarily under risk-sharing arrangements with Humana Medicare Advantage health plans[43]. - As of December 31, 2025, approximately 2,260,900 members, or 15.1%, of the medical membership were covered under shared risk value-based arrangements, including 1,947,900 individual Medicare Advantage members, or 37.1% of total individual Medicare Advantage membership[57]. - Approximately 3,586,100 members, or 68%, of individual Medicare Advantage members were in value-based relationships as of December 31, 2025, down from 71% in 2024[201]. Financial Performance - Humana Inc. recorded a consolidated income before income taxes of $1,297 million in 2025, up from $777 million in 2024[200]. - The diluted earnings per common share increased to $7.38 in 2025 from $4.93 in 2024[200]. - Consolidated premiums revenue increased by $10.7 billion, or 9.6%, from $112.1 billion in 2024 to $122.8 billion in 2025, driven by higher Medicare premiums and membership growth[209]. - Consolidated services revenue rose by $1.4 billion, or 31.6%, from $4.4 billion in 2024 to $5.8 billion in 2025, primarily due to growth in primary care and pharmacy solutions[210]. - Total operating expenses increased by $11.8 billion, or 10.2%, from $115.2 billion in 2024 to $126.9 billion in 2025[207]. - The benefit ratio for 2025 was 90.2%, compared to 89.8% in 2024, indicating a slight increase in benefits expense as a percentage of premiums revenue[207]. Strategic Initiatives and Partnerships - The company has entered into a strategic partnership with Welsh, Carson, Anderson & Stowe to expand its primary care model, resulting in 146 clinics operating under this partnership as of December 31, 2025[45]. - The company intends to continue focusing on integrated care delivery models to enhance member engagement and improve health outcomes[201]. - The company is actively involved in integrating Medicaid and Medicare services for dual-eligible populations to improve health outcomes and reduce costs[36]. Regulatory and Compliance Issues - The company is subject to various legal actions that could result in substantial monetary damages or changes in business practices, including claims related to health care benefit payments and false claims litigation[108][109]. - The company faces increased regulatory burdens and negative publicity that could adversely affect its ability to market products and services, potentially increasing costs and impacting financial results[112][113]. - Compliance with HIPAA and HITECH Act regulations requires significant resources and could expose the company to substantial penalties for violations[131]. - The company is subject to various federal and state healthcare fraud and abuse laws, with potential sanctions including exclusion from Medicare and Medicaid programs[135]. Operational Challenges - The company faces intense competitive pressure to contain premium prices while managing increasing medical and administrative costs, which could adversely affect profitability[91]. - The company relies on independent third parties for significant portions of its systems-related support, making operations vulnerable to third-party performance issues[103]. - The healthcare services business relies on the ability to recruit and retain qualified medical professionals, with competition in this market expected to remain high, impacting operational performance[146]. - The pharmacy solutions business faces significant competition and is subject to extensive federal and state regulations, which could affect operational efficiency and compliance costs[149]. Cybersecurity and Risk Management - The costs associated with detecting, preventing, and addressing cybersecurity threats could be substantial, potentially leading to operational disruptions and loss of existing or potential members[107]. - The company relies on third-party service providers for data processing and storage, making it vulnerable to cybersecurity attacks that could compromise sensitive information[106]. - Cybersecurity threats have been managed through comprehensive risk assessments and controls, with no material impact on operations reported through December 31, 2025[163]. - The Board of Directors oversees enterprise risk management, including cybersecurity, with designated committees responsible for internal controls and incident response[164]. Human Resources and Workforce - The company employed approximately 67,060 associates as of December 31, 2025, with a voluntary turnover rate (VTR) of 13.8%, down from 14.4% in 2024[74][76]. - The company’s Total Rewards program includes competitive base pay, 401(k) retirement savings plans with company match, and comprehensive health benefits[78]. - The company’s professional development initiatives provide associates with access to tools and mentorship for career advancement, supporting innovation and organizational growth[80].

Financial Performance - The number of customers paying over $1 million in annual recurring revenue increased from 115 at the end of 2024 to 140 at the end of 2025[34] - As of December 31, 2025, the company had cash and cash equivalents of $135.8 million and held $51.4 million in fixed income securities[285][286] - Outstanding principal debt as of December 31, 2025, was $240.8 million, with a potential increase in interest expense of approximately $2.4 million annually for a 1% rise in interest rates[287] - The company recognizes revenue from cloud subscriptions ratably over the term of the subscription agreement, affecting near-term sales visibility[48] Intellectual Property - The company has 28 granted patents and 21 patents pending, with none expiring before 2034[39] - The company emphasizes the importance of maintaining and enhancing its intellectual property rights to protect its core technology[38] Market Strategy - The company targets organizations with over 2,000 employees and $2 billion in annual revenue, refining its customer definition in 2025[33] - The company faces competition from custom software providers, development platforms, and automation technology vendors[35] Operational Risks - The company relies on AWS for its cloud offering, and any disruption could adversely affect its business[49] - The company is exposed to inflation risks related to personnel costs and third-party services, which may impact future profitability[288] - Future inflation may adversely affect the company's ability to maintain operating costs and gross profit margin[290] Foreign Currency Risks - The company faces foreign currency exchange risks due to international operations, primarily with the British pound, Euro, Australian dollar, and Swiss franc[291] - A 10% change in foreign currency exchange rates could impact total revenue by approximately $25.0 million and net income by approximately $3.7 million for the year ended December 31, 2025[291] - The company has experienced fluctuations in net income due to transaction gains or losses from remeasuring certain asset and liability balances in foreign currencies[292] - The company has not engaged in hedging foreign currency transactions to date but may consider it in the future[292]

Financial Performance - Consolidated net loss for Q4 2025 was $29.3 million, or diluted loss per share of $1.40, compared to a net loss of $31.6 million, or diluted loss per share of $1.45 in Q4 2024[2] - For the year ended December 31, 2025, consolidated net loss was $52.6 million, or diluted loss per share of $2.48, compared to a net loss of $31.8 million, or diluted loss per share of $1.45 in 2024[2] - Operating loss for Q4 2025 was $38.1 million, with a non-GAAP adjusted operating loss of $11.6 million[6] - Adjusted (non-GAAP) net loss for the year ended December 31, 2025 was $32.8 million, or adjusted diluted loss per share of $1.55[3] - Adjusted operating loss for Q4 2025 was $11.6 million, compared to an adjusted operating loss of $6.6 million in Q4 2024[14] - Net loss for Q4 2025 was $29.3 million, slightly improved from a net loss of $31.6 million in Q4 2024[15] - Adjusted diluted loss per share for Q4 2025 was $(0.45), compared to $(0.36) in Q4 2024[16] Revenue and Operational Metrics - Consolidated operating revenues decreased by 15.1% to $141.3 million in Q4 2025 from $166.5 million in Q4 2024, and decreased by 16.3% to $598.1 million for the year from $714.6 million in 2024[5] - Total operating revenue for Q4 2025 was $141.3 million, a decrease of 15.1% from $166.5 million in Q4 2024[14] - Revenue per truck per workday decreased to $635 in Q4 2025 from $720 in Q4 2024[12] - Total miles driven in Q4 2025 were 40,675 thousand, down from 42,243 thousand in Q4 2024, with an empty miles factor of 8.3%[12] Cash and Liquidity - As of December 31, 2025, the company had $143.5 million in cash and liquidity, with outstanding debt of $333.9 million, an increase of $8.3 million from the previous year[7] - The company generated $17.3 million in operating cash flow during 2025[7] Assets and Liabilities - Total current assets decreased to $171.2 million in 2025 from $211.8 million in 2024, a decline of 19%[13] - Total liabilities increased to $487.4 million in 2025 from $464.1 million in 2024, an increase of 5.7%[13] - Total assets decreased to $697.9 million in 2025 from $741.7 million in 2024, a decline of 5.9%[13] - Retained earnings decreased to $197.5 million in 2025 from $250.1 million in 2024, a decline of 21%[13] Adjustments and Reserves - The company increased its auto-liability reserve by approximately $26.5 million in Q4 2025, impacting the adjusted net loss, which was $9.4 million or adjusted diluted loss per share of $0.45[3] - Specific auto liability reserve increase contributed $26.5 million to the adjusted net loss in Q4 2025[15] - Adjusted operating ratio for Q4 2025 was 109.4%, compared to 104.5% in Q4 2024[14]

Financial Performance - Consolidated sales for the three months ended January 31, 2026, were $669,461,000, representing an 8.8% increase from $615,420,000 in the same period of 2025 [82]. - Gross margin improved slightly to 54.7% for the three months ended January 31, 2026, compared to 54.6% in the prior year [85]. - Net income increased by 40.9% to $133,382,000, or $2.38 per diluted share, up from $94,652,000, or $1.65 per diluted share, in the same period of 2025 [90]. - Operating profit rose by 18.1% to $166,405,000 for the three months ended January 31, 2026, compared to $140,947,000 in the prior year [82]. - Segment EBITDA for the Medical and Fluid Solutions segment increased by 3.1% to $70,206,000, driven by favorable mix and strong organic sales growth [86]. Regional Performance - The Asia Pacific region saw a significant organic sales increase of 23.2%, contributing to total sales growth [84]. Cash Flow and Liquidity - Cash and cash equivalents increased by $11,950,000 during the three months ended January 31, 2026 [91]. - The company maintained a strong liquidity position with $120,392,000 in cash on hand and $945,420,000 in available borrowings as of January 31, 2026 [94]. - The company repurchased $86,001,000 in common shares and paid $45,786,000 in dividends during the same period [91]. - Interest expense decreased to $22,741,000 for the three months ended January 31, 2026, down from $25,618,000 in the comparable period of 2025 [88]. Forward-Looking Statements - The company acknowledges the presence of forward-looking statements that may involve risks and uncertainties, including economic and political conditions, market conditions, and potential acquisitions [95]. - Actual results may differ significantly from expected results due to various factors, and readers are cautioned against placing undue reliance on forward-looking statements [96]. - The company has disclosed information regarding financial instruments sensitive to interest rates and foreign currency exchange rates, which has not changed materially since the last report [98].

Financial Performance - Total revenue for the year ended December 31, 2025, was $26,115.6 million, representing an 11% increase from $23,432.9 million in 2024 [320]. - Operating income increased by 26% to $1,098.0 million in 2025, compared to $868.1 million in 2024 [320]. - The company reported a net income attributable to common shareholders of $792.1 million for 2025, compared to $546.8 million in 2024 [331]. - Adjusted EBITDA for 2025 was $1,452.9 million, a 22% increase from $1,186.3 million in 2024 [331]. - Consolidated revenue increased by 11% to $25.0 billion in 2025, with transactional revenues up 13% and resilient revenues up 11% [335]. - Net income attributable to common shareholders increased to $792.1 million in 2025, up from $546.8 million in 2024, with diluted earnings per share rising to $16.40 [348]. Revenue Breakdown - Real Estate Management Services revenue grew by 11% to $20,001.2 million in 2025, up from $17,992.7 million in 2024 [320]. - Leasing Advisory revenue rose by 11% to $3.0 billion, with significant growth in the office sector across various geographies [359]. - Capital Markets Services revenue increased by 19% to $2.4 billion, primarily driven by investment sales and debt advisory transactions [362]. - Investment Management revenue decreased by 4% to $450.1 million in 2025, primarily due to a 35% drop in incentive fees [365][366]. - Software and Technology Solutions revenue grew by 3% to $232.3 million, driven by double-digit growth in software [370][371]. Expenses and Charges - Total operating expenses for 2025 were $25,017.6 million, an 11% increase from $22,564.8 million in 2024 [320]. - Operating expenses rose by 10% to $25.0 billion, driven by revenue-related expenses and higher restructuring and acquisition charges [338]. - Restructuring and acquisition charges totaled $75.3 million in 2025, significantly higher than $23.1 million in 2024 [340]. - The provision for income taxes increased to $189.5 million in 2025, with an effective tax rate of 19.3% [345]. Investments and Assets - The company evaluates goodwill for impairment at least annually, with the largest asset on the balance sheet being goodwill [282]. - The company accounts for investments in proptech funds and early to mid-stage companies at fair value, with significant estimates involved in determining fair value [287]. - Assets Under Management (AUM) decreased by 3% to $86.4 billion, with asset dispositions of $8.7 billion exceeding acquisitions of $5.9 billion [368]. Cash Flow and Capital Management - Cash flows from operating activities increased significantly to $1,194.1 million in 2025, up from $785.3 million in 2024 [372]. - Cash used for investing activities rose to $336.6 million, primarily due to a $100 million contribution to JLL Income Property Trust [373]. - Total share repurchases in 2025 amounted to $211.5 million, with 747.5 thousand shares repurchased [382][383]. - Net capital additions were $215.6 million in 2025, primarily for office improvements and software [384]. - Total paid for business acquisitions in 2025 was $27.3 million, down from $69.7 million in 2024 [386]. Borrowing and Interest - The company reported a maximum borrowing capacity of $3.30 billion under its unsecured credit facility as of December 31, 2025, with no outstanding borrowings [307]. - The company has $400 million of senior unsecured notes due December 2028, bearing a fixed annual interest rate of 6.875% [308]. - The company maintains a commercial paper program allowing for the issuance of up to $2.5 billion in short-term notes, with no outstanding borrowings as of December 31, 2025 [309]. - Interest expense decreased to $107.3 million in 2025 from $136.9 million in 2024, due to lower average borrowings and a reduced average interest rate of 4.9% [341]. - If interest rates were to increase by 50 basis points, the company's interest expense for the year ended December 31, 2025, would increase by $3.5 million [310]. Market Influences - The company’s results are significantly influenced by macroeconomic trends, geopolitical environment, and global real estate markets [300]. - The company’s transaction-based revenues are impacted by the size and timing of client transactions, leading to variability in revenue recognition [302]. - The company’s equity earnings/losses may vary substantially due to valuation changes on investments reported at fair value and gains or losses on asset dispositions [303]. - Revenue from the British pound was $1,954.9 million, accounting for 7.5% of total revenue in 2025, while euro revenue was $1,662.5 million, or 6.4% of total revenue [316]. - The company experienced a 10% increase in reported operating income, estimated at $11.8 million, had the British pound-to-U.S. dollar exchange rates been 10% higher throughout 2025 [316].

Customer Concentration - In 2025, the company's five largest direct customers accounted for 44% of consolidated revenues, up from 36% in 2024 and 32% in 2023[83]. - Two customers specified greater than 10% of consolidated revenues, contributing 12% and 10%, while an additional customer accounted for 19% of consolidated revenues[84]. - Customer consolidation in the semiconductor industry could increase dependency on fewer customers, potentially impacting pricing and demand for products[86]. Acquisitions and Partnerships - The company has completed several acquisitions since 2015, including Universal Robots, Energid, MiR, Lemsys, AutoGuide, AET, and Quantifi, with the latest acquisition in 2025[92]. - The company has completed several acquisitions since 2015, including AET and Quantifi in 2025, and a strategic partnership with Technoprobe in May 2024, acquiring 10% equity[92]. - The company may not fully realize the benefits of acquisitions due to complex integration processes and potential unforeseen issues[92]. Taxation and Financial Implications - The tax savings from the Singapore tax holiday were $21.6 million ($0.14 per diluted share) in 2025, $17.1 million ($0.10 per diluted share) in 2024, and $1.4 million ($0.01 per diluted share) in 2023[97]. - The effective tax rate is influenced by the mix of earnings and tax regulations in various countries, with potential for increased tax liabilities due to changing laws[95]. - The company may incur higher tax rates and face exposure to additional international tax liabilities due to changes in tax laws and regulations[95]. - Future cash dividends and share repurchases are at the discretion of the Board of Directors and may be reduced or eliminated based on financial conditions[99]. Competition and Market Risks - The company is subject to intense competition, with competitors introducing new products that may be considered equal or superior, impacting market position[82]. - The company faces significant competition, with competitors introducing new products that may be considered equal or superior, impacting market position and pricing[82]. - Competition for skilled employees in the high technology industry is intense, which may affect the company's ability to attract and retain key technical personnel[119]. Operational Risks - The company faces risks associated with international operations, including political, health, and financial instability in regions where it sources or manufactures products[88]. - The company is subject to risks from natural disasters, health epidemics, and geopolitical conflicts, which could disrupt business activities and negatively impact financial results[120]. - The global supply shortage of electrical components, including semiconductor chips, has impacted the company's supply chain, leading to increased lead times and costs[114]. - The company relies on contract manufacturers for product assembly, and any failure to meet quality or delivery requirements could result in reduced revenues and earnings[110]. Financial Condition and Debt - The company has a senior secured revolving credit facility of up to $750 million, amended from $400 million, with a maturity date extended to December 10, 2026[100]. - On September 4, 2025, September 19, 2025, and October 7, 2025, the company borrowed a total of $250 million under the credit facility to support manufacturing capabilities and shareholder returns[100]. - The company repaid $50 million of outstanding borrowings by December 31, 2025[100]. - The company may incur significant additional secured and unsecured indebtedness in the future, which could restrict business strategies due to covenants in the credit agreement[101]. Cybersecurity and Legal Risks - The company has faced patent infringement lawsuits in the past, which could lead to significant litigation costs and impact its ability to sell products[121]. - The company has experienced attempted cyber-attacks but has not faced material disruptions; however, it continues to enhance security measures[123]. - The company is vulnerable to unauthorized access attempts, which could result in the loss of proprietary information and disrupt operations[124]. - The company may face litigation or regulatory proceedings that could adversely affect its financial position and operations[141]. Regulatory and Compliance Issues - The implementation of tariffs by the U.S. has not yet materially affected the company's business, but future tariffs could have significant impacts[128]. - The company is subject to export restrictions that may limit its ability to compete in certain regions, potentially affecting sales[130]. - Compliance with environmental regulations may incur significant costs and liabilities, impacting the company's financial condition[136]. - The company is currently conducting groundwater assessments and remediation plans at certain facilities, with no material costs incurred as of December 31, 2025[139]. - The company anticipates ongoing regulatory changes that may adversely impact its business and the semiconductor industry[133]. Economic Factors - Inflationary pressures have contributed to increased costs for product components, which may negatively impact gross margin and profit[114]. - The company has experienced material fluctuations in operating results, which could adversely affect its financial condition and stock price[109]. - The company is exposed to risks associated with shareholder activism, which could disrupt operations and affect business plans[142].

Production and Reserves - Comstock Resources reported a significant increase in natural gas production, achieving a total of 20.5 billion cubic feet (Bcf) for the quarter, representing a 15% increase year-over-year [7]. - Comstock's total proved reserves are estimated at 1.2 trillion cubic feet equivalent (Tcfe), with a reserve replacement ratio of 150% for the last year [7]. - The company plans to drill 25 new wells in the next fiscal year, aiming to enhance production capacity and operational efficiency [7]. - Comstock's management provided guidance for the next quarter, projecting production levels to reach 22 Bcf, representing a 7% increase from the current quarter [7]. Financial Performance - The company reported a net income of $30 million for the last quarter, a significant increase from $10 million in the same quarter last year, indicating strong financial performance [7]. - The average realized price for natural gas was $3.50 per thousand cubic feet (Mcf), reflecting a 10% increase compared to the previous quarter [7]. - Comstock's operating costs decreased by 5% to $1.80 per Mcf, contributing to improved profit margins [7]. Capital Expenditures and Investments - The company anticipates capital expenditures of approximately $150 million for the upcoming fiscal year, focusing on drilling and completion activities [7]. - Comstock has invested in advanced drilling technologies, which are expected to reduce finding and development costs by 20% [7]. Strategic Focus and Growth Opportunities - The company is exploring potential acquisitions to expand its asset base and increase market share in the natural gas sector [7]. - Future acquisitions are a strategic focus, with the company emphasizing the importance of successfully identifying and integrating these opportunities [17]. - The company is committed to discovering or acquiring additional reserves to support long-term growth [17]. - The company is assessing exploration and development opportunities to enhance its business strategy and operational objectives [17]. Risk Management and Operational Considerations - Risks include price volatility and supply-demand dynamics for natural gas and oil, which could impact future production rates and costs [17]. - Future financial results are expected to be influenced by cash flow and liquidity, with operating costs including lease operating expenses and administrative costs being closely monitored [17]. - Changes in regulatory requirements and general economic conditions are being monitored as potential impacts on operations [17]. - Retaining key members of senior management and employees is critical for maintaining operational effectiveness and strategic direction [17]. Technology and Innovation - The company utilizes advanced technologies such as 3-D seismic for detecting hydrocarbon accumulations, enhancing exploration efforts [52]. - The company aims to effectively market its natural gas and oil while managing the availability of rigs, equipment, and personnel [17].

Financial Performance - Total net sales for fiscal year 2025 reached $2,386.3 million, a 8.9% increase from $2,190.8 million in 2024[26] - The Electronics segment generated $1,345.5 million in sales for fiscal year 2025, compared to $1,186.8 million in 2024, reflecting a growth of 13.4%[26] - The Transportation segment reported sales of $676.4 million in 2025, slightly up from $672.4 million in 2024[26] - The Industrial segment's sales increased to $364.4 million in 2025 from $331.6 million in 2024, marking a growth of 9.8%[26] - The backlog of unfilled orders at December 27, 2025, was approximately $1,070.9 million, up from $664.9 million at December 28, 2024, indicating growth across all segments[59] - Sales to Arrow Electronics, Inc. accounted for 9.5%, 9.4%, and 11.2% of consolidated net sales in 2025, 2024, and 2023, respectively, with no other single customer exceeding 10% of net sales during the last three years[55] International Sales - Approximately 65% of the Company's net sales in fiscal year 2025 were to customers outside the U.S., with 24% specifically to China[27] - Approximately 65% of the Company's total net sales in fiscal years 2025 and 2023 came from customers outside the U.S., with 63% in 2024[55] Acquisitions and Investments - The acquisition of Basler Electric was completed for $350.3 million, adding approximately $130 million in annualized sales to the Industrial segment[23] - The Dortmund Fab acquisition cost approximately €94 million (around $98.8 million), enhancing the semiconductor supply chain for industrial markets[23] - The Company expanded its electrical shock protection devices portfolio through the 2023 acquisition of Western Automation, enhancing its presence in high-growth markets such as electric vehicle charging infrastructure and industrial safety[41] - The Company invested $106.9 million, $107.8 million, and $102.4 million in R&D during fiscal years 2025, 2024, and 2023, respectively, to improve existing products and develop new ones[43] Operational Strategy - The Company aims to enhance operational excellence through a Global Operations team focused on safety, quality, delivery, cost, and inventory[23] - The Company is transitioning to a collaborative, market-facing sales structure to provide more complete solutions for a broader set of customers[23] - The Company has established three market-facing sales organizations to enhance customer engagement and streamline access to its technology portfolio[50] Environmental and Safety Commitment - The Company aims to minimize its environmental footprint by localizing supply sources and diversifying its supplier base for critical materials[48] - The Company is committed to achieving a zero-injury workplace and continuously evaluates its environment, health, and safety programs[73] Financial Risks and Challenges - The Company recorded a non-cash charge of $301.2 million for goodwill impairment in the Semiconductor reporting unit within the Electronics segment for the 2025 annual goodwill impairment test[129] - In the fourth quarter of 2024, the Company recorded non-cash impairment charges of $47.8 million for intangible assets, primarily related to acquired customer relationships and developed technology[131] - The Company is exposed to significant fluctuations in foreign currency rates, with the most significant net long exposure to the euro and net short exposures to the Chinese renminbi, Mexican peso, and Philippine peso[126] - The Company anticipates that compliance with environmental regulations will not significantly change its competitive position, capital spending, or earnings in the foreseeable future[82] - The Company has experienced cyber-attacks and other security incidents, which could disrupt operations and compromise sensitive information, potentially impacting financial results and reputation[139] - The Company may face challenges in obtaining "conflict-free" minerals, which could lead to additional expenses and impact relationships with customers and suppliers[140] - The Company’s revenues may vary significantly due to factors such as changes in customer demand, product mix, and economic conditions[127] - The Company has a high level of fixed costs, which may adversely affect operating results if sales fall below expectations[136] Employee and Global Presence - The Company employs approximately 17,000 full-time, part-time, and temporary employees, with 45% in the Americas, 42% in Asia-Pacific, and 13% in Europe as of December 27, 2025[61] - The Company maintains a strong global presence with manufacturing facilities in multiple countries, including China, France, Germany, and the U.S.[47] Stock Performance - The Company’s stock price fluctuated between a low of $142.3 and a high of $275.0 from December 28, 2024, to December 27, 2025, indicating significant market volatility[137]

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 number 001-38432 Wyndham Hotels & Resorts, Inc. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Org ...