Exhibit go Gold Fields Limited Reg. No. 1968/004880/05 ncorporated in the Republic of South Africa ISE NYSE OF EXCETTER GATENCE Statement by Mike Fraser, CEO Gold Fields delivered strong results in 2025, with a significant improvement in our safety, operational and financial performance, compared to 2024. Most importantly, the benefits of our Safety Improvement Plan, which commenced in 2024 resulted in no fatalities at any of our operations in 2025. There were seven serious injuries recorded during the year ...

Financial Position - As of June 30, 2025, total assets amounted to $2,405,350, a slight increase from $2,386,755 as of March 31, 2025[10]. - Total liabilities increased to $2,956,914 from $2,041,274, primarily due to accrued expenses and warrant liabilities[10]. - Cash and cash equivalents held in trust were $2,403,485 as of June 30, 2025, slightly up from $2,382,346 at the end of March 2025[10]. - The company had total current assets of $1,865 as of June 30, 2025, down from $4,409 as of March 31, 2025[9]. - As of June 30, 2025, the Company had cash of $0 and a working capital deficit of $2,027,049, raising substantial doubt about its ability to continue as a going concern[55]. - The Company had approximately $2.40 million in investments held in the Trust Account as of June 30, 2025[68]. - The Class A ordinary shares subject to possible redemption amounted to 144,986 shares, valued at $2,403,485 as of June 30, 2025[70]. - As of June 30, 2025, the fair value of investments held in the Trust Account was $2,403,485, while the warrant liabilities were $460,000 for Private Placement Warrants and $468,000 for Public Warrants[146]. - As of June 30, 2025, the warrant derivative liability was $928,000[150]. Operational Performance - For the three months ended June 30, 2025, the company reported a net loss of $897,045 compared to a net income of $446,618 for the same period in 2024[12]. - The basic and diluted net loss per Class A redeemable ordinary share was $0.15 for the three months ended June 30, 2025, compared to a gain of $0.01 in the prior year[12]. - The company generated interest income of $21,139 for the three months ended June 30, 2025, a decrease from $153,952 in the same period of 2024[12]. - For the three months ended June 30, 2025, the Company reported a net loss of $(897,045), with earnings on cash held in trust of $21,139 and general and administrative costs of $33,940[182]. - For the three months ended June 30, 2024, the Company had a net income of $446,618, with earnings on cash held in trust of $153,952[183]. Business Combination Efforts - The company is in the process of seeking a business combination, with a definitive agreement signed with Lexasure Financial Group Limited on March 1, 2023[27]. - The Lexasure Business Combination Agreement was terminated, resulting in the cancellation of the First and Second Lexasure Loans, with no amounts outstanding[109]. - The Company has a Combination Period until March 3, 2024, to complete a Business Combination, failing which it will redeem 100% of Public Shares at a price based on the Trust Account balance[48]. - The Company is required to complete a Business Combination with a fair market value equal to at least 80% of the assets held in the Trust Account[42]. - The Company has the option to extend the time to consummate a Business Combination by an additional three months, subject to certain conditions and deposits into the Trust Account[104]. - The Company received an automatic three-month extension to consummate a Business Combination until June 3, 2023, following the execution of the Lexasure Business Combination Agreement[105]. - The Company entered into non-redemption agreements for 4,399,737 Class A ordinary shares, with provisions for forfeiture and issuance of shares not triggered due to the termination of the Lexasure Business Combination Agreement[123]. - The Company is currently assessing the impact of ASU Topic 2020-06 on its financial position, results of operations, or cash flows[87]. - The Company is evaluating the impact of ASU 2023-09 on its financial statements, effective January 1, 2025[207]. Shareholder Actions - Shareholders approved a proposal to extend the deadline for consummating the Business Combination to March 3, 2024, with 18,751,603 Class A ordinary shares redeemed at $10.51 per share, totaling approximately $197.2 million[29]. - A second extension was approved, moving the deadline to March 3, 2025, with 3,036,666 Class A ordinary shares redeemed at $11.07 per share, resulting in approximately $33.6 million removed from the Trust Account[31][32]. - A third extension was approved, extending the deadline to March 3, 2026, with 1,066,745 Class A ordinary shares redeemed at approximately $10.91 per share, leading to approximately $11.64 million removed from the Trust Account[35]. - At the 2023 Extraordinary Meeting, shareholders redeemed 18,751,603 Class A ordinary shares for approximately $10.51 per share, totaling an aggregate redemption amount of $197,192,734[53]. - On May 23, 2023, shareholders approved an extension for the Company to complete a Business Combination until March 3, 2024, with 18,751,603 Class A ordinary shares redeemed for approximately $197,192,734 at a price of $10.51 per share[126]. - On February 29, 2024, shareholders approved a further extension to March 3, 2025, with 3,036,666 Class A ordinary shares redeemed for approximately $33,616,850 at a price of $11.07 per share[128]. - On February 28, 2025, an additional extension was approved to March 3, 2026, with 1,066,745 Class A ordinary shares redeemed for approximately $11,642,099 at a price of $10.91 per share[129]. - As of June 30, 2025, only 144,986 Class A ordinary shares remained outstanding, which were ultimately redeemed in August 2025[130]. Initial Public Offering - The company completed an initial public offering generating gross proceeds of $230 million on December 3, 2021[24]. - The Initial Public Offering generated gross proceeds of $200 million from the sale of 20,000,000 units[37]. - An additional 3,000,000 units were sold under the over-allotment option, generating an extra $30 million[39]. - The total transaction costs for the Initial Public Offering amounted to $13,428,526, including $4,600,000 in underwriting fees[40]. - Approximately $234.6 million was placed in the Trust Account from the net proceeds of the Initial Public Offering and Private Placement[41]. - The total gross proceeds from the Initial Public Offering and the full exercise of the over-allotment option reached $230,000,000[90]. - The Company sold a total of 11,700,000 Private Placement Warrants generating gross proceeds of $11,700,000[92]. - The Company recorded a derivative liability of $26,239,200 upon the issuance of 23,200,000 warrants in connection with the Initial Public Offering[145]. - The underwriters received a cash underwriting discount of $4,600,000 and a deferred fee of $8,050,000 upon the closing of the Initial Public Offering[111]. Legal and Regulatory Matters - The Company received a notice of delisting from Nasdaq due to failure to complete a business combination within the required timeframe[169]. - The Company received a notice from Nasdaq regarding potential delisting due to failure to complete a business combination within the required timeframe[180]. - The Company incurred unpaid legal fees of $39,494 as of June 30, 2025, included in accrued expenses[197]. Company Structure and Changes - The Company changed its name from Capitalworks Emerging Markets Acquisition Corp to Piermont Valley Acquisition Corp in February 2025[36]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[61]. - The Company is authorized to issue 500,000,000 Class A ordinary shares, with 5,749,999 shares issued and outstanding as of June 30, 2025[125]. - The Company is authorized to issue 50,000,000 Class B ordinary shares, with only one Class B ordinary share outstanding as of June 30, 2025[131]. - The Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis upon a Business Combination, subject to adjustments based on additional issuances[133]. - The Company issued 5,749,999 Class A ordinary shares upon the conversion of an equal number of Class B ordinary shares, resulting in a total of 9,998,396 Class A ordinary shares outstanding[98]. - Following the Founder Conversion, there were 9,998,396 Class A ordinary shares and one Class B ordinary share outstanding as of May 23, 2023[127].

For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to __________ Commission File Number: 001-41108 PIERMONT VALLEY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 98-15981 ...

Financial Performance - The principal balance of loans and finance receivables grew at a compound annual growth rate of 30.3%, from $1,263.1 million in 2020 to $4,748.0 million in 2025[45] - Revenue increased at a compound annual growth rate of 23.8%, from $1,083.7 million in 2020 to $3,151.7 million in 2025[45] - Net income from continuing operations decreased from $378.1 million in 2020 to $308.4 million in 2025, with net income as a percent of revenue dropping from 34.9% to 9.8%[45] - Adjusted EBITDA grew at a compound annual growth rate of 14.6%, from $415.3 million in 2020 to $820.9 million in 2025, with adjusted EBITDA as a percent of revenue decreasing from 38.3% to 26.0%[45] Market Opportunities - The U.S. consumer lending opportunity market is estimated at $85 billion, while the small business loan market is estimated at $313 billion[37] - The company plans to introduce new products and services to attract consumers and small businesses not well served by traditional lenders, including installment loans and international money transfer services[45] Technology and Data Utilization - The company has accumulated over 95 terabytes of consumer behavior data from more than 69 million transactions, enhancing its marketing and underwriting capabilities[38] - The technology platforms are designed for scalability and flexibility, allowing for quick market entry and product launches typically within three to six months[48] - The company has developed a decision engine that utilizes over 100 algorithms and more than 1,000 variables to make rapid credit and financing decisions, supported by a team of approximately 90 data and analytics professionals as of December 31, 2025[50] - The company processes nearly 100 million credit reports annually, leveraging a scalable IT infrastructure to accommodate business growth and meet customer demand[49] - The fraud prevention system employs artificial intelligence and machine learning to detect fraud trends and identify fraudulent applications, significantly reducing the false positive rate[54] Marketing Strategies - Marketing efforts utilize a multi-channel approach, including television, digital, and partner marketing, to build brand awareness and acquire new customers at low cost[57] Customer Base and Service - The company's customer base for consumer loans predominantly falls within the low to fair range of FICO scores, generally between 500 and 680, with a focus on predictive assessments of future payment behavior[52] - The company emphasizes superior customer service through in-house contact centers, which are not outsourced, to enhance customer experience and satisfaction[58] Regulatory Environment - The company is subject to extensive regulation under various federal and state laws, including the Truth in Lending Act and the Fair Credit Reporting Act[83] - The company has a strong focus on compliance with consumer protection laws, including the Equal Credit Opportunity Act[84] - The company is committed to maintaining an anti-money laundering compliance program as required by the USA PATRIOT Act and the Bank Secrecy Act[92] - The company expects ongoing examinations of its lending products by the CFPB, which has regulatory authority over consumer financial products[94] - The CFPB's final rule under Section 1071 requires covered lenders to collect and report data on small business credit applications, including minority and women-owned status, with compliance deadlines extended to January 1, 2028[97] Employee and Workforce Development - As of December 31, 2025, the company had 1,836 employees, with 1,794 located in the United States[75] - The company offers competitive total rewards packages, including employer-subsidized health insurance and a 401(k) match[80] - The company is committed to fostering a diverse workforce, hiring talent from various educational backgrounds, including STEM fields[76] - The company encourages community involvement through its Enova Gives program, providing employees with one paid volunteer day per year[78] - The company utilizes an enterprise learning management system to deliver and manage online learning for employee development[79] Competitive Advantage - The company has a significant competitive advantage due to its proprietary technology, analytics expertise, and established brand recognition, making it difficult for new entrants to replicate its success[63] - Intellectual property protections, including trademarks and trade secrets, are critical for maintaining the company's competitive edge in the market[65] Market Risks and Challenges - Changes in market interest rates can significantly impact the fair value of loans and finance receivables, with a 100 basis point increase in discount rates potentially decreasing fair value by approximately 0.54% in 2025[383] - Increasing estimates for future credit losses to 110% of current expectations would decrease the fair value of loans and finance receivables by approximately 2.4% in 2025[384] - A 10% increase in future prepayment estimates would decrease the fair value of loans and finance receivables by 0.54% in 2025[385] - The company must comply with various state regulations that may impose significant costs or limitations on its consumer lending operations[101] - The company regularly monitors proposed legislation that could affect its business, particularly in states that have enacted restrictions on consumer loan products[106] - Local regulations increasingly restrict short-term lending, which could impact the company's operations in various jurisdictions[109]

Financial Strategy - The Company unveiled the Path Forward Plan in Q2 2024, aiming to improve its balance sheet and enhance operational efficiencies[45] - The Company targets to reduce its Net Debt to Adjusted EBITDA leverage ratio over the next two to three years[47] - The Company plans to focus on asset dispositions, including non-core properties, to refine its portfolio[45] Property Management and Operations - The Company emphasizes decentralized property management to optimize operations and tenant mix at each Center[51] - The Company is pursuing ground-up development projects selectively to increase growth opportunities[56] - Tenant occupancy costs are a critical factor for profitability, with a focus on maintaining low costs relative to tenant sales[65] Rental Income and Lease Expirations - Consolidated Centers reported minimum rents of 8.1% for 2025, up from 7.9% in 2023, while percentage rents decreased to 0.6% from 0.8%[66] - Average base rent per square foot for consolidated centers increased to $66.92 in 2025 from $61.66 in 2023, reflecting a growth of 8.5%[67] - Unconsolidated joint venture centers showed an increase in average base rent per square foot to $79.47 in 2025, up from $70.42 in 2023, marking a 12.9% increase[67] - Scheduled lease expirations for consolidated centers indicate that 15.60% of total leased GLA will expire in 2026, with an ending base rent of $70.67 per square foot[70] - For big boxes and anchors, 4.61% of total leased GLA will expire in 2026, with an ending base rent of $27.31 per square foot[71] - The average base rent per square foot on leases executed during 2025 for consolidated centers was $66.92, compared to $65.62 in 2024[68] Tenant Composition and Performance - Approximately 73% of total rents for the year ended December 31, 2025, were derived from Mall Stores and Freestanding Stores under 10,000 square feet[60] - Major tenants accounted for 27% of total rents from Big Box and Anchor tenants, with Dick's Sporting Goods contributing 4%[62] - Anchors accounted for approximately 6.9% of the company's total rents for the year ended December 31, 2025[74] - The Company is focusing on maintaining strong anchor tenants to drive customer traffic and enhance the desirability of its centers[72] Employee Relations and Diversity - As of December 31, 2025, the Company employed approximately 598 individuals, with a turnover rate of 14.3%[87][88] - The Company achieved a Net Promoter Score (NPS) of 55, indicating excellent employee relations according to Bain & Company's scoring framework[87] - The Company recognizes the importance of diversity, with approximately 58% of its employees identifying as female and 30% belonging to underrepresented groups[91] - The Company has implemented various employee benefits, including a 401(k) plan, stock purchase program, and comprehensive health insurance[93] Sustainability and Corporate Responsibility - The Company has maintained a strong commitment to sustainability, achieving the 1 GRESB ranking in the North American Retail Sector for ten consecutive years[95] - The Company has established operational protocols to ensure the health and safety of employees and customers at its centers[92] Debt Management and Interest Rate Risk - The Company is exposed to interest rate risk and manages this by maintaining a ratio of fixed-rate long-term debt to total debt[376] - As of December 31, 2025, the total long-term debt for the Consolidated Centers is $5.1 billion, with a fair value of $4.98 billion[377] - The average interest rate for fixed rate debt at the Consolidated Centers is 4.56%, while the average interest rate for floating rate debt is 5.62%[378] - The Company's pro rata share of the Unconsolidated Joint Venture Centers' total fixed rate debt is $1.55 billion, with an average interest rate of 5.29%[379] - A 1% increase in interest rates is estimated to decrease future earnings and cash flows by approximately $4.7 million per year based on $471.1 million of floating rate debt outstanding[382] - The Company utilizes derivative financial instruments to manage interest rate risk, including interest rate cap and swap agreements[380] - The total fixed rate debt for the Consolidated Centers was $4.7 billion as of December 31, 2024, indicating a slight increase in average interest rates from 4.40% to 4.56%[378] - The total floating rate debt for the Consolidated Centers increased from $0.4 billion in 2024 to $0.5 billion in 2025, with a decrease in average interest rates from 6.21% to 5.62%[378] - The Company's pro rata share of floating rate debt in Unconsolidated Joint Venture Centers decreased from $132.9 million in 2024 to $12.0 million in 2025[379] - The fair value of the Company's long-term debt is estimated using a present value model that reflects risks associated with similar long-term debt[383] - The Company extended a $200 million loan at South Plains Mall to November 6, 2029, at an existing rate of 4.22%[377]

Financial Performance - Revenue for 2025 was $947.7 million, an increase of 11.6% from $849.0 million in 2024, and a 16.9% increase from $811.1 million in 2023[23] - Net loss for 2025 was $(52.8) million, compared to $(20.8) million in 2024 and $(43.0) million in 2023, while non-GAAP net income was $7.9 million in 2025, up from $5.9 million in 2024 and $12.3 million in 2023[23] - Total capital expenditures were $36.2 million in 2025, representing 3.8% of sales, compared to $17.6 million (2.1% of sales) in 2024 and $15.5 million (1.9% of sales) in 2023[28] Market Strategy - The company aims to grow its market share within existing semiconductor customers by leveraging specialized engineering talent and early collaboration[30] - The company plans to expand its total available market by offering additional proprietary components and fluid control products[31] - The aerospace and defense sector is identified as a high-growth opportunity where the company's current market share is low, with plans to increase support for these customers[32] - Revenue from the aerospace and defense industry currently represents less than 10% of total sales, with plans to expand engagement in this sector for future growth[44] Customer Relationships - The company has established long-standing relationships with top-tier OEM customers, including Lam Research, Applied Materials, and ASML, which are crucial for competitive positioning[26] Manufacturing and Operations - The company focuses on improving manufacturing process efficiency to reduce cycle times and costs, enhancing profitability[33] - The manufacturing model is highly flexible, allowing for order-to-delivery cycle times as short as 20 to 30 days after receiving an order[47] - The company operates ISO 9001 certified facilities and adheres to strict design tolerances, with clean rooms meeting Class 100 and Class 10,000 standards[48] Product Offerings - The company’s gas delivery subsystems are critical for semiconductor manufacturing, ensuring precise control of gases used in various processes[34] - The company’s chemical delivery products are essential for blending and dispensing reactive chemistries in semiconductor manufacturing processes[36] - The advanced flow controller (AFC) has the fastest on/off response time of less than 100ms and can achieve flow rates as low as 0.01 sccm for high-precision applications[40] Market Concentration - The semiconductor equipment market is highly concentrated, with five companies accounting for over 70% of total revenues, and two customers, Lam Research and Applied Materials, representing 76% of total sales for 2025[43] Supply Chain Management - The company has developed a highly flexible supply chain management strategy, including just-in-time stocking programs to manage component inventories[51] Employment - As of December 26, 2025, the company employed approximately 1,891 full-time employees and 557 contingent/temporary employees worldwide[62] Intellectual Property - The company holds 103 granted patents and 105 pending patent applications, with expiration dates ranging from 2027 to 2043[57] Financial Risks - The company is exposed to foreign currency exchange risks, but most sales and supplier arrangements are in U.S. dollars, minimizing material impacts from exchange rate fluctuations[266] - The company has not engaged in foreign currency hedging transactions, and foreign currency transaction gains and losses have not been material to financial statements[267] - Total indebtedness was $125.0 million as of December 26, 2025, excluding $1.5 million in debt issuance costs[268] - $6.3 million of the total indebtedness is payable within the next 12 months[268] - The interest rate on outstanding debt is based on SOFR, plus an applicable rate depending on the leverage ratio[268] - A hypothetical 100 basis point change in the interest rate would result in a $1.3 million change to interest expense on an annualized basis[268] - The company does not engage in trading or speculative investments and has not used derivative financial instruments to manage interest rate risk exposure[268] - The company does not anticipate being exposed to material risks due to changes in interest rates[268]

Financial Performance - In 2025, Montana-Dakota served 120,678 residential customers generating revenues of $136.676 million, while commercial customers numbered 23,997 with revenues of $178.991 million[47]. - Other electric revenues, primarily transmission-related, were $77.4 million in 2025, up from $58.7 million in 2024 and $53.6 million in 2023[47]. - The natural gas distribution operations serve 1,082,329 customers, generating revenues of $1,149,136,000 in 2025, with residential customers contributing $680,035,000[76]. - Transportation and other revenues for the natural gas distribution operations were $134.4 million in 2025, up from $105.8 million in 2024[76]. - Montana-Dakota's natural gas distribution operations have a net plant investment of $2.8 billion and a rate base of $2.2 billion as of December 31, 2025[74]. Investments and Assets - As of December 31, 2025, Montana-Dakota's net electric plant investment was $2.1 billion and its rate base was $1.8 billion[44]. - The company's electric generating stations have a total nameplate rating of 863,012 kW and a projected net generation of 1,839,634,000 kWh for 2025[54]. - Montana-Dakota has secured coal supply agreements for its generating stations, estimating approximately 1.5 million tons per contract year for both Coyote and Big Stone Stations, and 585,000 tons for Wygen III through 2060[55][56][57]. - The net plant investment for WBI Energy Transmission was $1.0 billion as of December 31, 2025[94]. - WBI Energy Transmission's underground natural gas storage facilities have a certificated storage capacity of approximately 350 Bcf, including 193 Bcf of working gas capacity[98]. Operational Developments - Heskett Unit 4, an 88-MW natural gas-fired combustion turbine, became operational in July 2024, following the decommissioning of older units[52]. - The maximum peak demand for Montana-Dakota's retail customers was approximately 69,991 kW in July 2024[50]. - The Company completed the separation of Knife River on May 31, 2023, and Everus on October 31, 2024, enhancing stockholder value[18]. - The Company aims to enhance stockholder value through its "CORE" strategy, focusing on operational excellence and organic growth opportunities[17]. Environmental Commitment - Approximately 40% of the electricity delivered to customers in 2025 was from renewable resources, contributing to a 44% reduction in carbon dioxide emission intensity since 2005[51]. - Environmental-related capital expenditures are estimated at $1.5 million, $1.8 million, and $1.0 million for 2026, 2027, and 2028, respectively[71]. - The Company is investigating possible soil and groundwater impacts from historic manufactured gas plants, which may lead to additional costs for investigation and remediation[90]. - The Company may face significant future costs associated with compliance with legislative actions aimed at reducing greenhouse gas emissions, which could impact its results of operations[161]. Regulatory and Compliance Risks - The Company faces significant liabilities from wildfires, which could negatively impact operations and financial performance despite mitigation efforts[118]. - Changes in tax laws could adversely affect the Company's earnings and customer costs, impacting production tax credits[139]. - The Company is subject to environmental laws that may increase operational costs and expose it to liabilities, potentially affecting its financial performance[157]. - The Company may face challenges in obtaining adequate insurance coverage due to increased wildfire losses and related claims[120]. Cybersecurity and Operational Risks - The Company is subject to cybersecurity threats that could disrupt operations and lead to significant remediation costs[181][182]. - The Company has implemented a cyber risk management program to protect its information systems from various threats[193]. - The Company has ongoing cybersecurity training programs for employees to mitigate risks associated with data access and system vulnerabilities[195]. - The audit committee of the board of directors oversees risks from cybersecurity threats, receiving regular updates from the CIO[202]. Human Resources and Labor - The Company had 2,096 employees as of December 31, 2025, with 745 represented by collective-bargaining agreements[24][27]. - The Company must attract and retain skilled personnel to manage and grow its operations, facing challenges due to labor market dynamics[179]. Market and Competitive Environment - The Company is experiencing high competition in its electric utility and natural gas businesses, which could negatively affect its financial performance[176]. - The Company is exposed to capital market risks and may struggle to obtain financing required for operations and growth plans[123]. - Nonpayment or nonperformance by customers could negatively impact the Company's results of operations and cash flows[138]. Shareholder and Stock Performance - The Company has established a long-term dividend payout ratio target of 60% to 70% of regulated energy delivery earnings, maintaining an 88-year history of uninterrupted dividend payments[215]. - As of February 13, 2026, the Company's common stock was held by approximately 8,200 stockholders of record[214]. - The Company's stock price may be volatile due to various factors, including fluctuations in financial performance and market conditions, which could lead to litigation risks[167][168].

Financial Performance - Net sales for Q4 2025 were $127.1 million, a year-over-year decrease of 3%[5] - Full-year net sales decreased by 17% to $570.7 million compared to $691.0 million in 2024[5] - Net sales for Q4 2025 were $127.1 million, a decrease of 3% from $130.7 million in Q4 2024; for the full year, net sales dropped 17% to $570.7 million from $691.0 million[20] - Year-to-date net sales for 2025 were $570,671,000, down 17.4% from $691,042,000 in 2024[26] - Sales in the United States decreased by 8% in Q4 and 24% for the full year compared to the previous year[8] - Sales in the United States for Q4 2025 were $86,155,000, a decline of 7.8% from Q4 2024[26] - Latin America saw a significant increase in Q4 2025 sales, rising 106.2% to $8,849,000 compared to Q4 2024[26] Profitability Metrics - Gross margin improved to 31.0%, up 380 basis points compared to Q4 2024[5] - Adjusted EBITDA for Q4 2025 was $(3.8) million, an improvement of $6.3 million from $(10.2) million in Q4 2024[5] - Adjusted EBITDA for Q4 2025 was $(3.8) million, an improvement from $(10.2) million in Q4 2024; full-year adjusted EBITDA decreased to $35.4 million from $59.3 million[23] - Gross profit increased by 11% to $39.4 million in Q4 2025, compared to $35.6 million in Q4 2024; however, full-year gross profit decreased by 13% to $185.1 million from $213.0 million[20] - Adjusted net income for the full year was $18.6 million, down from $42.6 million in 2024[5] - The company reported a net loss of $5.3 million in Q4 2025, a 42% improvement from a net loss of $9.1 million in Q4 2024; for the full year, net income decreased by 71% to $9.9 million from $34.2 million[20] - Earnings per share (EPS) for Q4 2025 were $(0.47), compared to $(0.83) in Q4 2024; full-year EPS was $0.88, down from $3.27[20] - Adjusted earnings per share (basic) for Q4 2025 was $(0.18), improving from $(0.67) in Q4 2024[24] Expenses and Cost Management - Operating loss in Q4 2025 was $8.6 million, an improvement of $6.1 million from a loss of $14.7 million in Q4 2024[5] - Direct selling expenses decreased by 15% to $15.5 million in Q4 2025, while general and administrative expenses increased slightly by 1% to $32.3 million[20] - The cost of sales as a percentage of net sales improved to 69.0% in Q4 2025 from 72.8% in Q4 2024, indicating better cost management[21] - Interest income decreased by 47% to $0.2 million in Q4 2025, while interest expense decreased by 56% to $0.1 million[20] - Restricted stock compensation expense increased to $10,913,000 from $9,535,000, an increase of $1,378,000[24] Shareholder Returns - Cash returned to shareholders was $11.2 million, equating to $1 per common share[5] - The company declared a quarterly dividend of $0.25 per share, payable on March 30, 2026[9] Market Outlook - The overall market outlook remains cautious, with the company focusing on cost control and potential new product developments to drive future growth[20]

Financial Overview - As of December 31, 2025, SouthState Bank Corporation had approximately $67.2 billion in assets, $48.6 billion in loans, and $55.1 billion in deposits[17]. - The market capitalization of SouthState Bank Corporation was approximately $9.3 billion as of December 31, 2025[17]. - The deposit portfolio was comprised of 24% noninterest-bearing deposits and 76% interest-bearing deposits as of December 31, 2025[27]. Loan Portfolio Composition - The loan portfolio consisted of 58% commercial real estate loans ($28.0 billion), 21% residential real estate loans ($10.5 billion), 19% commercial and industrial loans ($9.2 billion), and 2% other consumer loans ($1.0 billion)[21][22][23][24]. - As of December 31, 2025, total reported loans for construction, land development, and other land were 35.2% of the Bank's total Tier 1 capital plus the allowance for credit losses[98]. - Total reported loans secured by multifamily and non-farm nonresidential properties were 271.8% of the Bank's total Tier 1 capital plus the allowance for credit losses[98]. Employee and Workforce Management - As of December 31, 2025, the company had 6,190 full-time employees, an increase from 4,986 in 2024, with a voluntary turnover rate of 11.82% for all team members[46]. - The company hired 1,786 team members during fiscal year 2025, with 96.98% of employees located in its eight-state branch footprint[46]. - Approximately 25.7% of employees work effectively from remote locations, supported by flexible work options[54]. Regulatory Environment - The company is subject to extensive regulation and supervision under federal and state law, affecting its business operations and earnings[58]. - The Bank is subject to limitations on loans to affiliates, with individual loans capped at 10% of the Bank's capital and surplus, and total transactions limited to 20%[67]. - The company must maintain compliance with capital requirements set by federal banking agencies, which may require higher capital levels based on size and risk profile[84]. Capital and Liquidity Management - The required CET1 risk-based capital ratio is 4.5%, with a capital conservation buffer of 2.5%, necessitating a minimum CET1 capital ratio of 7% to avoid restrictions on capital distributions[87]. - As of December 31, 2025, the Company's Tier 1 leverage ratio was 9.26%, significantly above the minimum requirement of 4%[92]. - The company may need to raise additional capital in the future to meet regulatory requirements, but there is no assurance that such capital will be available on acceptable terms[168]. Strategic Growth and Mergers - The company aims to grow organically and through strategic mergers and acquisitions, focusing on institutions that enhance its footprint and market diversification[34]. - The Independent Merger, completed on January 1, 2025, is expected to yield synergies such as enhanced revenues and cost savings, but its success depends on effective integration[132]. - Future expansion strategies may include mergers and acquisitions, with a focus on organic growth and acquiring culturally similar financial institutions[205]. Risk Management - The company must manage credit risk effectively, as any failure could adversely affect its financial condition and results of operations[160]. - The company faces operational risks, including fraud and errors, which could lead to financial losses and reputational harm[177]. - The anticipated benefits from strategic initiatives may not be fully realized, potentially affecting future profitability[135]. Technology and Innovation - The company plans to implement an AI strategy to enhance operational efficiency and reduce bias, alongside expanding digital banking capabilities[135]. - The company continues to invest significantly in information technology and cybersecurity systems, including cloud-based applications, to enhance functionality and security, improve operating efficiency, and streamline client experience[190]. - The adoption of artificial intelligence tools is expected to enhance efficiency, but it also introduces risks related to errors and compliance with regulations[151]. Economic and Market Conditions - Inflation remains a concern, with the rate for 2025 exceeding the Federal Reserve's 2% target, potentially impacting profitability and consumer purchasing power[141]. - The cost of funds may increase due to competitive pressures and economic conditions, affecting profitability and liquidity[143]. - The mortgage line of business is sensitive to interest rate changes, with a substantial decrease in mortgage volume as interest rates increased, potentially impacting profitability targets[172]. Corporate Social Responsibility - The Corporate Social Responsibility Report for 2025 highlights the company's commitment to environmental and corporate stewardship initiatives[56]. - The company has committed to building a diverse workforce and enhancing corporate stewardship through various initiatives and councils established over the past five years[47]. Cybersecurity and Data Privacy - The company is subject to extensive data privacy and cybersecurity regulations, including the Gramm-Leach-Bliley Act, which requires the implementation of a comprehensive cybersecurity program[114]. - Cybersecurity risks have increased significantly, with potential exposure to cyber-attacks and information security breaches that could adversely affect business operations and reputation[196]. - The company experienced a cybersecurity incident in February 2024, leading to a pending class action lawsuit, although no material losses have been reported to date[203].

Michael Anderson, Chief Executive Officer and President, commented, "We are very pleased with the exceptional internal growth of our senior housing portfolio and the steady performance of our outpatient medical portfolio in 2025. We believe the fundamentals within the healthcare real estate industry, especially the senior housing sector, remain robust. We are excited about the year ahead and are committed to delivering strong performance across our business." Financial Performance and Other Highlights Fourt ...