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Penguin Solutions, Inc.(PENG) - 2025 Q4 - Annual Results
2025-10-07 20:09
[Company Overview and Fiscal Highlights](index=1&type=section&id=Company%20Overview%20and%20Fiscal%20Highlights) Penguin Solutions reported strong fiscal 2025 performance, achieving growth, GAAP profitability, and a new stock repurchase authorization [Fiscal 2025 & Q4 2025 Performance Highlights](index=1&type=section&id=Fiscal%202025%20Highlights) Penguin Solutions reported strong financial results for fiscal year 2025 and the fourth quarter, with significant growth in net sales and a turnaround from GAAP loss to profit, alongside a substantial increase in Non-GAAP EPS Fiscal Year 2025 Key Financial Highlights | Metric (FY25) | FY25 Value | FY24 Value | Change | | :------------ | :--------- | :--------- | :----- | | Net Sales | $1.37 billion | $1.17 billion | +17% | | GAAP EPS | $0.28 | ($0.85) | Up | | Non-GAAP EPS | $1.90 | $1.25 | +53% | Fourth Quarter Fiscal 2025 Key Financial Highlights | Metric (Q4 FY25) | Q4 FY25 Value | Q4 FY24 Value | Change | | :--------------- | :------------ | :------------ | :----- | | Net Sales | $338 million | $311 million | +9% | | GAAP Gross Margin | 28.6% | 28.0% | +60 bps | | Non-GAAP Gross Margin | 30.9% | 30.9% | Flat | | GAAP Diluted EPS | $0.11 | ($0.46) | Up | | Non-GAAP Diluted EPS | $0.43 | $0.37 | +16.2% | [CEO Commentary](index=1&type=section&id=CEO%20Commentary) CEO Mark Adams highlighted fiscal 2025 as a year of strong execution and significant progress in the company's transformation into an enterprise AI infrastructure solutions provider, emphasizing momentum in core businesses and emerging leadership in AI implementations - CEO Mark Adams stated that **Fiscal 2025** was a year of strong execution and meaningful progress in the company's transformation from a holding company structure to an enterprise AI infrastructure solutions company[3](index=3&type=chunk) - The results highlight momentum in core businesses and Penguin Solutions' position as an **emerging leader** in designing, building, deploying, and managing enterprise AI implementations[3](index=3&type=chunk) [Common Stock Repurchase Authorization](index=1&type=section&id=Common%20Stock%20Repurchase%20Authorization) The Audit Committee approved a new $75 million common stock repurchase authorization, bringing the total over four years to $225 million, allowing for flexible repurchases without an expiration date - On October 6, 2025, the Audit Committee of the Board of Directors approved a **$75 million** common stock repurchase authorization[3](index=3&type=chunk) - This new authorization brings total stock repurchase authorizations over the last four years to **$225 million**[3](index=3&type=chunk) - The stock repurchase authorization has no expiration date, may be suspended or terminated by the Audit Committee at any time, and does not obligate the Company to acquire any amount of common stock[3](index=3&type=chunk) [Detailed Financial Results](index=2&type=section&id=Detailed%20Financial%20Results) Penguin Solutions' annual and quarterly financial results detail net sales, profitability, and EPS across GAAP and Non-GAAP measures [Annual Financial Results (GAAP & Non-GAAP)](index=2&type=section&id=Annual%20Financial%20Results) Penguin Solutions reported significant annual growth in net sales and profitability for fiscal year 2025, driven by strong performance in Advanced Computing and Integrated Memory segments, with a notable shift from GAAP net loss to net income Annual Financial Results (in thousands, except per share amounts) | Metric | FY25 GAAP | FY24 GAAP | FY25 Non-GAAP | FY24 Non-GAAP | | :-------------------------------- | :-------- | :-------- | :------------ | :------------ | | **Net Sales:** | | | | | | Advanced Computing | $648,417 | $554,552 | $648,417 | $554,552 | | Integrated Memory | $464,249 | $356,426 | $464,249 | $356,426 | | Optimized LED | $256,128 | $259,818 | $256,128 | $259,818 | | Total net sales | $1,368,794| $1,170,796| $1,368,794 | $1,170,796 | | Gross profit | $394,274 | $340,776 | $424,600 | $373,981 | | Operating income | $58,135 | $18,295 | $167,652 | $120,257 | | Net income (loss) attributable to Penguin Solutions | $25,391 | ($44,324) | $120,325 | $66,907 | | Diluted earnings (loss) per share | $0.28 | ($0.85) | $1.90 | $1.25 | [Quarterly Financial Results (GAAP & Non-GAAP)](index=2&type=section&id=Quarterly%20Financial%20Results) In Q4 FY25, Penguin Solutions demonstrated sequential and year-over-year growth in net sales and improved profitability, particularly in the Integrated Memory segment, with both GAAP and Non-GAAP EPS showing positive trends Quarterly Financial Results (in thousands, except per share amounts) | Metric | Q4-25 GAAP | Q3-25 GAAP | Q4-24 GAAP | Q4-25 Non-GAAP | Q3-25 Non-GAAP | Q4-24 Non-GAAP | | :-------------------------------- | :--------- | :--------- | :--------- | :------------- | :------------- | :------------- | | **Net Sales:** | | | | | | | | Advanced Computing | $138,336 | $132,498 | $149,355 | $138,336 | $132,498 | $149,355 | | Integrated Memory | $132,159 | $130,124 | $95,832 | $132,159 | $130,124 | $95,832 | | Optimized LED | $67,427 | $61,629 | $65,961 | $67,427 | $61,629 | $65,961 | | Total net sales | $337,922 | $324,251 | $311,148 | $337,922 | $324,251 | $311,148 | | Gross profit | $96,731 | $95,083 | $87,086 | $104,317 | $102,753 | $96,007 | | Operating income (loss) | $12,448 | $9,843 | $8,791 | $39,170 | $38,474 | $33,739 | | Net income (loss) attributable to Penguin Solutions | $9,431 | $2,661 | ($24,547) | $28,843 | $31,128 | $20,007 | | Diluted earnings (loss) per share | $0.11 | ($0.01) | ($0.46) | $0.43 | $0.47 | $0.37 | [Business Outlook](index=3&type=section&id=Business%20Outlook) Penguin Solutions projects fiscal year 2026 financial performance, detailing net sales, gross margin, operating expenses, and diluted EPS, alongside Non-GAAP adjustments [Fiscal Year 2026 Business Outlook](index=3&type=section&id=Business%20Outlook) Penguin Solutions projects continued growth for fiscal year 2026, with anticipated net sales growth of 6% YoY and improved GAAP and Non-GAAP diluted EPS, alongside stable diluted shares Fiscal Year 2026 Financial Outlook | Metric (FY26 Outlook) | GAAP Outlook | Non-GAAP Outlook | | :-------------------- | :---------------- | :---------------- | | Net Sales | 6% YoY Growth +/-10% | 6% YoY Growth +/-10% | | Gross Margin | 27.5% +/- 1% | 29.5% +/- 1% | | Operating Expenses | $312 million +/- $10 million | $255 million +/- $10 million | | Diluted earnings per share | $0.89 +/- $0.25 | $2.00 +/- $0.25 | | Diluted shares | 55 million | 55 million | [Non-GAAP Adjustments for Outlook](index=3&type=section&id=Non-GAAP%20adjustments%20(in%20millions)) The fiscal year 2026 Non-GAAP outlook incorporates specific adjustments for stock-based compensation, amortization of acquisition-related intangibles, other adjustments, estimated income tax effects, and allocation of earnings to participating securities Non-GAAP Adjustments for FY26 Outlook (in millions) | Non-GAAP Adjustment | Amount | | :---------------------------------------------------------------- | :----- | | Stock-based compensation and amortization of acquisition-related intangibles included in cost of sales | $30 | | Stock-based compensation and amortization of acquisition-related intangibles included in R&D and SG&A | $49 | | Other adjustments | $8 | | Estimated income tax effects | ($19) | | Estimated effect of allocation of earnings to participating securities | ($7) | | Total | $61 | [Corporate Information and Disclosures](index=3&type=section&id=Corporate%20Information%20and%20Disclosures) This section details earnings call information, forward-looking statements, non-GAAP financial measures, U.S. domestication, and company overview [Earnings Conference Call and Webcast Details](index=3&type=section&id=Earnings%20Conference%20Call%20and%20Webcast%20Details) Penguin Solutions scheduled a conference call and webcast for October 7, 2025, to discuss Q4 and full year fiscal 2025 results, accessible via phone and the company's investor relations website - A conference call and webcast to discuss the fourth quarter and full year fiscal 2025 results was scheduled for **October 7, 2025**, at **1:30 p.m. Pacific Time (4:30 p.m. Eastern Time)**[10](index=10&type=chunk) - Interested parties could access the call by dialing **+1-833-470-1428** (United States) or **+1-404-975-4839** (international) using access code **561265**[10](index=10&type=chunk) - The earnings presentation and a live webcast were accessible from the Company's investor relations website (https://ir.penguinsolutions.com/investors/default.aspx) and would remain available for approximately one year[10](index=10&type=chunk) [Use of Forward-Looking Statements](index=3&type=section&id=Use%20of%20Forward-Looking%20Statements) This section outlines that the press release contains forward-looking statements, which are predictive and subject to significant risks and uncertainties, including global economic conditions, industry trends, and operational factors, cautioning investors against undue reliance - This press release contains forward-looking statements concerning future events, financial and operating performance, strategic transformation, business momentum, and the business and financial outlook for fiscal year 2026[11](index=11&type=chunk) - These statements are subject to a number of significant risks, uncertainties, and other factors, many of which are outside of the company's control, including global business and economic conditions, growth trends in technology industries (e.g., AI), geopolitical environment, and supply chain disruptions[12](index=12&type=chunk)[13](index=13&type=chunk) - Investors are cautioned not to place undue reliance on any forward-looking statements, and the company does not undertake to update them except as required by law[14](index=14&type=chunk) [Statement Regarding Use of Non-GAAP Financial Measures](index=4&type=section&id=Statement%20Regarding%20Use%20of%20Non-GAAP%20Financial%20Measures) Penguin Solutions uses non-GAAP financial measures to supplement GAAP results, excluding items like stock-based compensation and acquisition-related amortization, to provide investors with a clearer view of core operating performance, while emphasizing that these measures are not substitutes for GAAP - Penguin Solutions' management uses non-GAAP measures (e.g., non-GAAP gross profit, operating income, diluted earnings per share) to supplement GAAP financial results, believing this supplemental information is useful to investors in analyzing and assessing the Company's past and future operating performance[15](index=15&type=chunk) - These non-GAAP measures exclude certain items such as stock-based compensation expense, amortization of acquisition-related intangible assets, cost of sales-related restructuring, diligence, acquisition and integration expense, redomiciliation costs, and impairment of goodwill[15](index=15&type=chunk) - The long-term projected non-GAAP effective tax rate was reduced from **28% to 25%** in Q3 FY25 due to changes in geographic earnings mix, and further to **22%** for fiscal 2026 as a result of the U.S. Domestication[17](index=17&type=chunk) [Explanatory Note on U.S. Domestication](index=5&type=section&id=Explanatory%20Note) The company completed its redomiciliation from the Cayman Islands to Delaware on June 30, 2025, making Penguin Solutions, Inc., a Delaware corporation, the new publicly traded parent company, with shareholders exchanging Cayman shares for Delaware stock - On **June 30, 2025**, Penguin Solutions completed the redomiciliation of its parent company, Penguin Solutions (Cayman), Inc., from the Cayman Islands to the State of Delaware in the United States[19](index=19&type=chunk) - Penguin Solutions, Inc., a Delaware corporation, became the publicly traded parent company (the 'U.S. Domestication'), succeeding Penguin Solutions Cayman[19](index=19&type=chunk) - Each ordinary share of Penguin Solutions Cayman was exchanged for one share of common stock of Penguin Solutions Delaware, and each convertible preferred share for one share of convertible preferred stock[19](index=19&type=chunk) [About Penguin Solutions](index=6&type=section&id=About%20Penguin%20Solutions) Penguin Solutions assists customers in adopting advanced technological advancements across its core business lines: Advanced Computing, Integrated Memory, and Optimized LED, leveraging expertise and partnerships to address complex challenges - Penguin Solutions supports customers in achieving their ambitions across its Advanced Computing, Integrated Memory, and Optimized LED lines of business[21](index=21&type=chunk) - The company utilizes its expert skills, experience, and partnerships to transform customers' most complex challenges into compelling opportunities[21](index=21&type=chunk) [Unaudited Consolidated Financial Statements](index=7&type=section&id=Unaudited%20Consolidated%20Financial%20Statements) Penguin Solutions' unaudited consolidated financial statements include operations, balance sheets, cash flows, and GAAP to Non-GAAP reconciliations [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) The Consolidated Statements of Operations show Penguin Solutions' revenue, cost of sales, operating expenses, and net income (loss) for the three months and year ended August 29, 2025, and August 30, 2024, highlighting the shift from a net loss to net income year-over-year Consolidated Statements of Operations (in thousands, except per share amounts) | Metric | Q4 FY25 | Q3 FY25 | Q4 FY24 | FY25 | FY24 | | :------------------------------------- | :------ | :------ | :------ | :--- | :--- | | Total net sales | $337,922| $324,251| $311,148| $1,368,794| $1,170,796| | Gross profit | $96,731 | $95,083 | $87,086 | $394,274| $340,776| | Total operating expenses | $84,283 | $85,240 | $78,295 | $336,139| $322,481| | Operating income | $12,448 | $9,843 | $8,791 | $58,135 | $18,295 | | Net income (loss) attributable to Penguin Solutions | $9,431 | $2,661 | ($24,547)| $25,391 | ($52,472)| | Diluted earnings (loss) per share | $0.11 | ($0.01) | ($0.46) | $0.28 | ($1.00) | [Reconciliation of GAAP to Non-GAAP Measures](index=8&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Measures) This section provides detailed reconciliations between GAAP and Non-GAAP financial measures for gross profit, operating expenses, operating income, net income, diluted EPS, and Adjusted EBITDA, highlighting the impact of various adjustments such as stock-based compensation and acquisition-related intangibles Reconciliation of GAAP to Non-GAAP Operating Metrics (in thousands, except percentages) | Metric | Q4 FY25 GAAP | Q4 FY25 Non-GAAP | FY25 GAAP | FY25 Non-GAAP | | :--------------------------------- | :----------- | :--------------- | :-------- | :------------ | | Gross Profit | $96,731 | $104,317 | $394,274 | $424,600 | | Gross Margin | 28.6% | 30.9% | 28.8% | 31.0% | | Operating Expenses | $84,283 | $65,147 | $336,139 | $256,948 | | Operating Income | $12,448 | $39,170 | $58,135 | $167,652 | Reconciliation of GAAP to Non-GAAP Net Income, EPS, and Adjusted EBITDA (in thousands, except per share amounts) | Metric | Q4 FY25 GAAP | Q4 FY25 Non-GAAP | FY25 GAAP | FY25 Non-GAAP | | :--------------------------------------- | :----------- | :--------------- | :-------- | :------------ | | Net income (loss) attributable to Penguin Solutions | $9,431 | $28,843 | $25,391 | $120,325 | | Diluted earnings (loss) per share | $0.11 | $0.43 | $0.28 | $1.90 | | Adjusted EBITDA | $43,419 | N/A | $186,565 | N/A | [Consolidated Balance Sheets](index=10&type=section&id=Consolidated%20Balance%20Sheets) The Consolidated Balance Sheets present the company's financial position as of August 29, 2025, and August 30, 2024, showing increases in total assets, cash, and accounts receivable, alongside a decrease in long-term debt and the introduction of preferred stock Consolidated Balance Sheet Highlights (in thousands) | Metric | August 29, 2025 | August 30, 2024 | | :------------- | :-------------- | :-------------- | | Total current assets | $1,064,227 | $867,704 | | Total assets | $1,617,200 | $1,474,506 | | Total current liabilities | $473,899 | $327,596 | | Long-term debt | $441,893 | $657,347 | | Total liabilities | $1,008,973 | $1,075,298 | | Preferred stock | $202,710 | — | | Total stockholders' equity | $405,517 | $399,208 | [Consolidated Statements of Cash Flows](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) The Consolidated Statements of Cash Flows detail the cash generated from or used in operating, investing, and financing activities for the reported periods, indicating a net increase in cash for FY25 despite a decrease in Q4, with significant debt repayments and stock repurchases Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Q4 FY25 | FY25 | FY24 | | :------------------------------------------------------ | :------ | :--- | :--- | | Net cash provided by (used for) operating activities | ($70,432) | $109,084 | $77,185 | | Net cash provided by (used for) investing activities | $22,367 | $24,973 | $107,585 | | Net cash used for financing activities | ($208,052) | ($63,464) | ($210,101) | | Net increase (decrease) in cash, cash equivalents and restricted cash | ($256,117) | $70,593 | ($26,587) | | Cash, cash equivalents and restricted cash at end of period | $454,070 | $454,070 | $383,477 |
SMART Global Holdings(SGH) - 2025 Q4 - Annual Results
2025-10-07 20:09
[Executive Summary & Fiscal 2025 Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Fiscal%202025%20Highlights) [Company Overview & Strategic Direction](index=1&type=section&id=Company%20Overview%20%26%20Strategic%20Direction) Penguin Solutions is actively transforming from a holding company structure into an enterprise AI infrastructure solutions provider, demonstrating strong momentum in its core businesses and establishing itself as a leader in enterprise AI implementations - Penguin Solutions is transforming from a holding company structure to an enterprise AI infrastructure solutions company, demonstrating **momentum in core businesses** and emerging as a leader in designing, building, deploying, and managing enterprise AI implementations[3](index=3&type=chunk) [Fiscal Year 2025 Key Financial Highlights](index=1&type=section&id=Fiscal%20Year%202025%20Key%20Financial%20Highlights) For fiscal year 2025, Penguin Solutions reported a 17% increase in net sales, a significant improvement in GAAP diluted EPS from a loss to a profit, and a 53% rise in Non-GAAP diluted EPS. Gross margins saw a slight decrease | Metric | FY2025 | FY2024 | Change | | :----------------------- | :------- | :------- | :----- | | Net sales | $1.37 billion | $1.17 billion | Up 17% | | GAAP gross margin | 28.8% | 29.1% | Down 30 bps | | Non-GAAP gross margin | 31.0% | 31.9% | Down 90 bps | | GAAP diluted EPS | $0.28 | $(0.85) | Up from loss | | Non-GAAP diluted EPS | $1.90 | $1.25 | Up 53% | [Fourth Quarter Fiscal 2025 Key Financial Highlights](index=1&type=section&id=Fourth%20Quarter%20Fiscal%202025%20Key%20Financial%20Highlights) In Q4 fiscal 2025, net sales grew 9% year-over-year, GAAP gross margin improved by 60 basis points, and GAAP diluted EPS turned positive from a prior-year loss. Non-GAAP diluted EPS also increased | Metric | Q4-25 | Q4-24 | Change | | :----------------------- | :------ | :------ | :----- | | Net sales | $338 million | $311 million | Up 9% | | GAAP gross margin | 28.6% | 28.0% | Up 60 bps | | Non-GAAP gross margin | 30.9% | 30.9% | Flat | | GAAP diluted EPS | $0.11 | $(0.46) | Up from loss | | Non-GAAP diluted EPS | $0.43 | $0.37 | Up 16.2% | [Common Stock Repurchase Authorization](index=1&type=section&id=Common%20Stock%20Repurchase%20Authorization) The Audit Committee approved a new $75 million common stock repurchase authorization on October 6, 2025, bringing the total authorizations over the last four years to $225 million. The program has no expiration date and is discretionary - On October 6, 2025, the Audit Committee approved a **$75 million common stock repurchase authorization**, increasing total authorizations over the last four years to **$225 million**[3](index=3&type=chunk) - The stock repurchase authorization has no expiration date, may be suspended or terminated at any time, and does not obligate the Company to acquire any specific amount of common stock[3](index=3&type=chunk) [Detailed Financial Results](index=2&type=section&id=Detailed%20Financial%20Results) [Annual Financial Results (GAAP & Non-GAAP)](index=2&type=section&id=Annual%20Financial%20Results%20%28GAAP%20%26%20Non-GAAP%29) For fiscal year 2025, total net sales reached $1.37 billion (GAAP & Non-GAAP), a 17% increase from FY2024. Advanced Computing and Integrated Memory segments showed strong growth, while Optimized LED sales slightly decreased. Both GAAP and Non-GAAP net income and diluted EPS significantly improved from the prior year | Metric (in thousands) | FY25 (GAAP) | FY24 (GAAP) | FY25 (Non-GAAP) | FY24 (Non-GAAP) | | :-------------------- | :---------- | :---------- | :-------------- | :-------------- | | **Net sales:** | | | | | | Advanced Computing | $648,417 | $554,552 | $648,417 | $554,552 | | Integrated Memory | $464,249 | $356,426 | $464,249 | $356,426 | | Optimized LED | $256,128 | $259,818 | $256,128 | $259,818 | | **Total net sales** | **$1,368,794** | **$1,170,796** | **$1,368,794** | **$1,170,796** | | Gross profit | $394,274 | $340,776 | $424,600 | $373,981 | | Operating income | $58,135 | $18,295 | $167,652 | $120,257 | | Net income (loss) attributable to Penguin Solutions | $25,391 | $(44,324) | $120,325 | $66,907 | | Diluted earnings (loss) per share | $0.28 | $(0.85) | $1.90 | $1.25 | [Quarterly Financial Results (GAAP & Non-GAAP)](index=2&type=section&id=Quarterly%20Financial%20Results%20%28GAAP%20%26%20Non-GAAP%29) In Q4 fiscal 2025, total net sales were $337.9 million, an increase from $311.1 million in Q4 fiscal 2024. Integrated Memory showed significant year-over-year growth. Both GAAP and Non-GAAP net income and diluted EPS improved substantially compared to the prior year's fourth quarter | Metric (in thousands) | Q4-25 (GAAP) | Q4-24 (GAAP) | Q4-25 (Non-GAAP) | Q4-24 (Non-GAAP) | | :-------------------- | :----------- | :----------- | :--------------- | :--------------- | | **Net sales:** | | | | | | Advanced Computing | $138,336 | $149,355 | $138,336 | $149,355 | | Integrated Memory | $132,159 | $95,832 | $132,159 | $95,832 | | Optimized LED | $67,427 | $65,961 | $67,427 | $65,961 | | **Total net sales** | **$337,922** | **$311,148** | **$337,922** | **$311,148** | | Gross profit | $96,731 | $87,086 | $104,317 | $96,007 | | Operating income (loss) | $12,448 | $8,791 | $39,170 | $33,739 | | Net income (loss) attributable to Penguin Solutions | $9,431 | $(24,547) | $28,843 | $20,007 | | Diluted earnings (loss) per share | $0.11 | $(0.46) | $0.43 | $0.37 | [Business Outlook & Forward-Looking Information](index=3&type=section&id=Business%20Outlook%20%26%20Forward-Looking%20Information) [Fiscal Year 2026 Financial Outlook](index=3&type=section&id=Fiscal%20Year%202026%20Financial%20Outlook) For fiscal year 2026, Penguin Solutions projects 6% YoY net sales growth (with a +/-10% range), GAAP gross margin of 27.5% (+/-1%), and Non-GAAP gross margin of 29.5% (+/-1%). Diluted EPS is expected to be $0.89 (+/-$0.25) GAAP and $2.00 (+/-$0.25) Non-GAAP, based on 55 million diluted shares | Metric | GAAP Outlook (FY26) | Non-GAAP Outlook (FY26) | | :-------------------- | :-------------------- | :---------------------- | | Net sales YoY Growth | 6% +/-10% | 6% +/-10% | | Gross margin | 27.5% +/- 1% | 29.5% +/- 1% | | Operating expenses | $312 million +/- $10 million | $255 million +/- $10 million | | Diluted earnings per share | $0.89 +/- $0.25 | $2.00 +/- $0.25 | | Diluted shares | 55 million | 55 million | [Non-GAAP Adjustments for Outlook](index=3&type=section&id=Non-GAAP%20Adjustments%20for%20Outlook) The non-GAAP adjustments for the fiscal year 2026 outlook total $61 million, primarily comprising stock-based compensation, amortization of acquisition-related intangibles, and other adjustments, with estimated income tax and participating securities effects | Non-GAAP Adjustment (in millions) | Amount | | :-------------------------------------------------------------------- | :----- | | Stock-based compensation and amortization of acquisition-related intangibles (cost of sales) | $30 | | Stock-based compensation and amortization of acquisition-related intangibles (R&D and SG&A) | $49 | | Other adjustments | $8 | | Estimated income tax effects | $(19) | | Estimated effect of allocation of earnings to participating securities | $(7) | | **Total Adjustments** | **$61** | [Earnings Conference Call Details](index=3&type=section&id=Earnings%20Conference%20Call%20Details) Penguin Solutions hosted a conference call and webcast on October 7, 2025, at 1:30 p.m. Pacific Time to discuss its Q4 and full year fiscal 2025 results. Access details were provided for interested parties - Penguin Solutions held a conference call and webcast on **October 7, 2025**, at **1:30 p.m. Pacific Time** to discuss its fourth quarter and full year fiscal 2025 results[10](index=10&type=chunk) - Interested parties could access the call via dialing +1-833-470-1428 (US) or +1-404-975-4839 (international) using access code **561265**, or via the Company's investor relations website[10](index=10&type=chunk) [Use of Forward-Looking Statements](index=3&type=section&id=Use%20of%20Forward-Looking%20Statements) The press release contains forward-looking statements regarding future financial performance, strategic transformation, and business outlook, which are subject to significant risks and uncertainties, including global economic conditions, geopolitical environment, supply chain disruptions, and market trends. Investors are cautioned not to place undue reliance on these statements - This press release contains forward-looking statements concerning future financial and operating performance, strategic transformation, business momentum, and the fiscal year 2026 outlook[11](index=11&type=chunk) - These statements are subject to significant risks and uncertainties, including global business and economic conditions, geopolitical environment, supply chain disruptions, changes in trade regulations, and growth trends in technology industries (including AI)[12](index=12&type=chunk)[13](index=13&type=chunk) - Investors are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of the press release and are not updated unless required by law[14](index=14&type=chunk) [Statement Regarding Use of Non-GAAP Financial Measures](index=4&type=section&id=Statement%20Regarding%20Use%20of%20Non-GAAP%20Financial%20Measures) Penguin Solutions uses non-GAAP financial measures to supplement GAAP results, believing they provide useful supplemental information for analyzing core operating results and comparisons. These measures exclude items like stock-based compensation, amortization of acquisition-related intangibles, and restructuring charges. The long-term non-GAAP effective tax rate was reduced to 25% in Q3 FY25 and further to 22% for FY26 due to changes in geographic earnings mix and U.S. Domestication - Penguin Solutions uses non-GAAP measures to supplement GAAP financial results, believing they are useful for investors in analyzing past and future operating performance by excluding certain items[15](index=15&type=chunk) - Excluded items include stock-based compensation, amortization of acquisition-related intangible assets, cost of sales-related restructuring, diligence, acquisition and integration expense, redomiciliation costs, restructuring charges, impairment of goodwill, and other infrequent or unusual items[15](index=15&type=chunk) - The long-term projected non-GAAP effective tax rate was reduced from **28% to 25% in Q3 FY25** due to changes in geographic earnings mix, and further to **22% for FY26** as a result of the U.S. Domestication[17](index=17&type=chunk) [Explanatory Note on U.S. Domestication](index=5&type=section&id=Explanatory%20Note%20on%20U.S.%20Domestication) On June 30, 2025, Penguin Solutions completed its redomiciliation from the Cayman Islands to Delaware, making Penguin Solutions, Inc., a Delaware corporation, the new publicly traded parent company. This U.S. Domestication was approved by shareholders and involved exchanging Cayman Islands shares for Delaware common stock - Penguin Solutions completed its redomiciliation from the Cayman Islands to the State of Delaware on **June 30, 2025**, with Penguin Solutions, Inc., a Delaware corporation, becoming the publicly traded parent company[19](index=19&type=chunk) - The U.S. Domestication was approved by shareholders and involved exchanging ordinary shares of Penguin Solutions Cayman for common stock of Penguin Solutions Delaware[19](index=19&type=chunk) [About Penguin Solutions](index=6&type=section&id=About%20Penguin%20Solutions) [Company Description](index=6&type=section&id=Company%20Description) Penguin Solutions assists customers in adopting advanced technological advancements across its Advanced Computing, Integrated Memory, and Optimized LED business lines, leveraging expert skills and partnerships to convert complex challenges into opportunities - Penguin Solutions supports customers in achieving ambitions across its Advanced Computing, Integrated Memory, and Optimized LED lines of business[21](index=21&type=chunk) - The company leverages expert skills, experience, and partnerships to transform complex technological challenges into compelling opportunities[21](index=21&type=chunk) [Unaudited Consolidated Financial Statements](index=7&type=section&id=Unaudited%20Consolidated%20Financial%20Statements) [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) The consolidated statements of operations show a significant improvement in net income for both the fourth quarter and full fiscal year 2025 compared to the prior year, driven by increased net sales, particularly in Integrated Memory and Advanced Computing | Metric (in thousands) | Q4-25 | Q4-24 | FY25 | FY24 | | :------------------------------------ | :------ | :------ | :--------- | :--------- | | Total net sales | $337,922 | $311,148 | $1,368,794 | $1,170,796 | | Gross profit | $96,731 | $87,086 | $394,274 | $340,776 | | Operating income | $12,448 | $8,791 | $58,135 | $18,295 | | Net income (loss) attributable to Penguin Solutions | $9,431 | $(24,547) | $25,391 | $(52,472) | | Diluted earnings (loss) per share | $0.11 | $(0.46) | $0.28 | $(1.00) | [Reconciliation of GAAP to Non-GAAP Measures](index=8&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Measures) This section provides detailed reconciliations from GAAP to Non-GAAP figures for gross profit, operating expenses, operating income, net income, diluted EPS, and Adjusted EBITDA, highlighting the specific adjustments made for items like stock-based compensation, amortization of intangibles, and redomiciliation costs | Metric (in thousands) | Q4-25 GAAP | Q4-25 Non-GAAP | FY25 GAAP | FY25 Non-GAAP | | :------------------------------------ | :--------- | :----------- | :---------- | :------------ | | Gross profit | $96,731 | $104,317 | $394,274 | $424,600 | | Operating expenses | $84,283 | $65,147 | $336,139 | $256,948 | | Operating income | $12,448 | $39,170 | $58,135 | $167,652 | | Net income (loss) attributable to Penguin Solutions | $9,431 | $28,843 | $25,391 | $120,325 | | Diluted earnings (loss) per share | $0.11 | $0.43 | $0.28 | $1.90 | | Adjusted EBITDA | $43,419 | $43,419 | $186,565 | $186,565 | [Consolidated Balance Sheets](index=10&type=section&id=Consolidated%20Balance%20Sheets) As of August 29, 2025, Penguin Solutions reported an increase in total assets to $1.62 billion from $1.47 billion in FY2024, primarily driven by higher cash and cash equivalents, accounts receivable, and inventories. Total liabilities decreased, while total stockholders' equity increased | Metric (in thousands) | August 29, 2025 | August 30, 2024 | | :-------------------- | :-------------- | :-------------- | | Total current assets | $1,064,227 | $867,704 | | Total assets | $1,617,200 | $1,474,506 | | Total current liabilities | $473,899 | $327,596 | | Total liabilities | $1,008,973 | $1,075,298 | | Total stockholders' equity | $405,517 | $399,208 | [Consolidated Statements of Cash Flows](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For fiscal year 2025, net cash provided by operating activities from continuing operations was $113.18 million, a slight increase from FY2024. Net cash used for financing activities decreased significantly, while net cash provided by investing activities turned positive | Cash Flow Activity (in thousands) | FY25 | FY24 | | :------------------------------------------ | :--------- | :--------- | | Net cash provided by (used for) operating activities | $109,084 | $77,185 | | Net cash provided by (used for) investing activities | $24,973 | $107,585 | | Net cash used for financing activities | $(63,464) | $(210,101) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $70,593 | $(26,587) | | Cash, cash equivalents and restricted cash at end of period | $454,070 | $383,477 | [Contact Information](index=13&type=section&id=Contact%20Information) [Investor and PR Contacts](index=13&type=section&id=Investor%20and%20PR%20Contacts) Contact information for Penguin Solutions' Investor Relations and Corporate Communications departments is provided for inquiries - Investor Relations contact: Suzanne Schmidt, **ir@penguinsolutions.com**, **+1-510-360-8596**[28](index=28&type=chunk) - PR Contact: Maureen O'Lea, **pr@penguinsolutions.com**, **+1-602-330-6846**[28](index=28&type=chunk)
Saratoga(SAR) - 2026 Q2 - Quarterly Results
2025-10-07 20:07
[Executive Summary](index=1&type=section&id=Executive%20Summary) Saratoga Investment Corp. reported increased NAV and ROE, resolved a non-accrual investment, and achieved significant net originations, maintaining strong credit quality [Key Highlights](index=1&type=section&id=Key%20Highlights) Saratoga Investment Corp. reported a 3.6% increase in NAV and 0.4% increase in NAV per share from the previous quarter, achieving a quarterly ROE of 13.8% which surpassed the BDC industry average - NAV increased by **3.6%** from the previous quarter, and NAV per share increased by **0.4%**[1](index=1&type=chunk) - Quarterly Return on Equity (ROE) was **13.8%**, outperforming the BDC industry average of **7.3%**[1](index=1&type=chunk) - Zollege investment returned to accrual status, reducing non-accrual investments to **one**, representing only **0.2%** of the portfolio at fair value[1](index=1&type=chunk)[2](index=2&type=chunk) [CEO Commentary](index=1&type=section&id=CEO%20Commentary) The CEO highlighted continued NAV and NAV per share growth, strong ROE, and net originations of $22.4 million, focusing on prudent new commitments and high credit quality - Announced a base dividend of **$0.25 per share per month**, totaling **$0.75 per share** for Q3 fiscal 2026, representing a **12.3% yield**[3](index=3&type=chunk) - Net originations for the quarter were **$22.4 million**, with **$52.2 million** in new originations (three follow-ons and new BB/BBB structured credit securities)[2](index=2&type=chunk)[3](index=3&type=chunk) - Overall credit quality remained steady at **99.7%** of credits rated in the highest category, with only **one investment** (Pepper Palace) remaining on non-accrual status, representing **0.2%** of fair value[5](index=5&type=chunk) - The fair value of the portfolio increased by **$3.8 million** during the quarter, driven by **$3.9 million** net appreciation in the core non-CLO portfolio[4](index=4&type=chunk) [Financial Performance Overview](index=1&type=section&id=Financial%20Performance%20Overview) The company reported mixed financial results with sequential AUM and NAV growth, but decreased investment income and NII year-over-year, while maintaining strong ROE [Summary Financial Information](index=1&type=section&id=Summary%20Financial%20Information) The company's summary financial information for the fiscal second quarter 2026 shows an increase in NAV and NAV per share quarter-over-quarter, despite a decrease in total investment income and net investment income per share compared to both the previous quarter and the prior year Summary Financial Information (Q2 FY2026 vs. Q1 FY2026 vs. Q2 FY2025) | ($ in thousands, except per share) | August 31, 2025 | May 31, 2025 | August 31, 2024 | | :--------------------------------- | :-------------- | :----------- | :-------------- | | Assets Under Management (AUM) | 995,295 | 968,318 | 1,040,711 | | Net Asset Value (NAV) | 410,500 | 396,369 | 372,054 | | NAV per share | 25.61 | 25.52 | 27.07 | | Total Investment Income | 30,626 | 32,319 | 43,003 | | Net Investment Income (NII) per share | 0.58 | 0.66 | 1.33 | | Adjusted NII per share | 0.58 | 0.66 | 1.33 | | Earnings per share | 0.84 | 0.91 | 0.97 | | Dividends per share (declared) | 0.75 | 0.75 | 0.74 | | Return on Equity – annualized quarter | 13.8% | 14.1% | 14.4% | | Originations | 52,222 | 50,086 | 2,584 | | Repayments | 29,824 | 64,330 | 60,140 | [Discussion of Quarterly Financial Results](index=3&type=section&id=Discussion%20of%20Quarterly%20Financial%20Results) For the quarter ended August 31, 2025, AUM increased sequentially but decreased year-over-year, with total investment income and adjusted NII declining due to non-recurring interest income and lower base rates - AUM as of August 31, 2025, was **$995.3 million**, a **2.8% increase** from the previous quarter (**$968.3 million**) but a **4.4% decrease** from the prior year (**$1.041 billion**)[6](index=6&type=chunk) Total Investment Income Trends | Period | Amount ($ millions) | Change YoY | Change QoQ | | :----- | :------------------ | :--------- | :--------- | | Aug 31, 2025 | 30.6 | -28.8% | -5.2% | | May 31, 2025 | 32.3 | - | - | | Aug 31, 2024 | 43.0 | - | - | - Total investment income decrease was primarily due to non-recurrence of **$7.9 million** interest income from Knowland investment, base rate decreases, and lower AUM levels[7](index=7&type=chunk) Adjusted Net Investment Income (NII) Trends | Period | Amount ($ millions) | Change YoY | Change QoQ | | :----- | :------------------ | :--------- | :--------- | | Aug 31, 2025 | 9.1 | -50.1% | -10.5% | | May 31, 2025 | 10.1 | - | - | | Aug 31, 2024 | 18.2 | - | - | NAV and NAV per Share Trends | Metric | Aug 31, 2025 | May 31, 2025 | Aug 31, 2024 | | :----- | :----------- | :----------- | :----------- | | NAV ($ millions) | 410.5 | 396.4 | 372.1 | | NAV per share | 25.61 | 25.52 | 27.07 | Return on Equity (ROE) Trends | Metric | Aug 31, 2025 (LTM) | May 31, 2025 (LTM) | Aug 31, 2024 (LTM) | | :----- | :----------------- | :----------------- | :----------------- | | LTM ROE | 9.1% | 9.3% | 5.8% | | Annualized Qtr ROE | 13.8% | 14.1% | 14.4% | - Weighted average common shares outstanding increased to **15.8 million** for the quarter ended August 31, 2025, up from **15.3 million** last quarter and **13.7 million** last year[8](index=8&type=chunk) [Adjusted Net Investment Income (Non-GAAP) Reconciliation](index=16&type=section&id=Adjusted%20Net%20Investment%20Income%20(Non-GAAP)%20Reconciliation) The company provides adjusted net investment income (NII) as a non-GAAP measure, which for the three and six months ended August 31, 2025, was identical to GAAP NII due to no changes in accrued capital gains incentive fees Adjusted Net Investment Income Reconciliation (Three Months Ended August 31) | Metric | August 31, 2025 | August 31, 2024 | | :------------------------------------------ | :-------------- | :-------------- | | Net Investment Income | $9,080,733 | $18,197,398 | | Changes in accrued capital gains incentive fee | - | - | | Adjusted net investment income | $9,080,733 | $18,197,398 | | Net investment income yield | 9.0% | 19.7% | | Adjusted net investment income yield | 9.0% | 19.7% | | Net investment income per share | $0.58 | $1.33 | | Adjusted net investment income per share | $0.58 | $1.33 | Adjusted Net Investment Income Reconciliation (Six Months Ended August 31) | Metric | August 31, 2025 | August 31, 2024 | | :------------------------------------------ | :-------------- | :-------------- | | Net Investment Income | $19,222,765 | $32,532,403 | | Changes in accrued capital gains incentive fee | - | - | | Adjusted net investment income | $19,222,765 | $32,532,403 | | Net investment income yield | 9.6% | 17.6% | | Adjusted net investment income yield | 9.6% | 17.6% | | Net investment income per share | $1.24 | $2.37 | | Adjusted net investment income per share | $1.24 | $2.37 | [Portfolio and Investment Activity](index=5&type=section&id=Portfolio%20and%20Investment%20Activity) The company's portfolio fair value increased with new investments and repayments, maintaining a conservative composition primarily in first lien debt, with significant post-quarter origination activity [Quarterly Investment Activity](index=5&type=section&id=Quarterly%20Investment%20Activity) During the quarter ended August 31, 2025, Saratoga Investment's portfolio fair value was $995.3 million, with $52.2 million in new investments and $29.8 million in repayments, resulting in a net increase from appreciation - Fair value of the portfolio was **$995.3 million**, invested in **44 portfolio companies**, one CLO, one JV, and twenty BB/BBB CLO debt investments[9](index=9&type=chunk) - Cost of investments made during the quarter was **$52.2 million**, including three follow-on investments[9](index=9&type=chunk) - Principal repayments totaled **$29.8 million**, including two full and four partial repayments[9](index=9&type=chunk) - The fair value of the portfolio increased by **$3.8 million** due to net realized gains and unrealized appreciation, including **$3.9 million** net appreciation in the core non-CLO portfolio[9](index=9&type=chunk) - Since 2010, the company has generated **$1.29 billion** in repayments and sales, with a gross unlevered IRR of **14.9%** on **$2.34 billion** in total originations[9](index=9&type=chunk) [Portfolio Composition and Yield](index=5&type=section&id=Portfolio%20Composition%20and%20Yield) The portfolio is predominantly composed of first lien debt (84.3%), reflecting a conservative investment strategy, with an overall weighted average current yield of 10.4% Overall Portfolio Composition | Investment Type | Percentage of Portfolio | | :-------------- | :---------------------- | | First lien term loans | 84.3% | | Second lien term loans | 0.7% | | Unsecured term loans | 1.7% | | Structured finance securities | 5.4% | | Common equity | 7.9% | Weighted Average Current Yield by Investment Type | Investment Type | Weighted Average Current Yield | | :-------------- | :----------------------------- | | Overall Portfolio | 10.4% | | First lien term loans | 11.0% | | Second lien term loans | 16.9% | | Unsecured term loans | 10.5% | | Structured finance securities | 12.2% | | Equity interests | 0.0% | [Post-Quarter End Activity](index=6&type=section&id=Post-Quarter%20End%20Activity) Subsequent to quarter-end, Saratoga Investment has closed or is in the process of closing approximately $52.3 million in new originations, with an anticipated net increase in investments of $39.5 million after repayments - Subsequent to quarter-end, approximately **$52.3 million** in new originations (three new portfolio companies, two follow-ons) have closed or are in closing[10](index=10&type=chunk) - Two repayments totaling **$12.8 million** occurred post-quarter, resulting in a net anticipated increase in investments of approximately **$39.5 million**[10](index=10&type=chunk) [Liquidity and Capital Management](index=6&type=section&id=Liquidity%20and%20Capital%20Management) The company maintains a strong liquidity position with $70.0 million in outstanding credit facility borrowings, $170.0 million in SBA debentures, and $406.8 million in total undrawn borrowing capacity [Outstanding Borrowings](index=6&type=section&id=Outstanding%20Borrowings) As of August 31, 2025, Saratoga Investment had $70.0 million in outstanding combined borrowings under its revolving credit facilities, along with $170.0 million in SBA debentures and various listed and unlisted notes payable totaling $509.4 million - Combined outstanding borrowings under senior secured revolving credit facilities totaled **$70.0 million**[14](index=14&type=chunk) - SBA debentures outstanding amounted to **$131.0 million** for SBIC II and **$39.0 million** for SBIC III, totaling **$170.0 million**[14](index=14&type=chunk) - The company had **$269.4 million** of listed baby bonds and **$250.0 million** of unsecured unlisted institutional bond issuances outstanding[14](index=14&type=chunk) [Undrawn Borrowing Capacity](index=6&type=section&id=Undrawn%20Borrowing%20Capacity) Saratoga Investment maintained a strong liquidity position with $270.8 million in undrawn credit facility capacity and cash, plus an additional $136.0 million in undrawn SBA debentures, bringing the total undrawn borrowing capacity to $406.8 million - Total undrawn credit facility borrowing capacity and cash and cash equivalents was **$270.8 million** (**$70.0 million** from credit facilities + **$200.8 million** cash)[14](index=14&type=chunk) - An additional **$136.0 million** in undrawn SBA debentures was available from the existing SBIC III license[14](index=14&type=chunk) - Total Saratoga Investment undrawn borrowing capacity was **$406.8 million**[14](index=14&type=chunk) - The company had **$47.0 million** of committed undrawn lending commitments and **$49.2 million** of discretionary funding commitments[14](index=14&type=chunk) [Equity Distribution Agreement (ATM)](index=7&type=section&id=Equity%20Distribution%20Agreement%20(ATM)) Saratoga Investment has an active At-The-Market (ATM) equity distribution agreement, through which it sold 443,406 shares for gross proceeds of $11.4 million during the quarter ended August 31, 2025 - The company has an active ATM offering for up to **$300.0 million** of common stock[17](index=17&type=chunk) - During the three months ended August 31, 2025, **443,406 shares** were sold for gross proceeds of **$11.4 million** at an average price of **$25.86**[17](index=17&type=chunk) - As of August 31, 2025, a total of **8,532,953 shares** have been sold through the ATM for gross proceeds of **$225.7 million**[17](index=17&type=chunk) [Shareholder Returns](index=7&type=section&id=Shareholder%20Returns) Saratoga Investment declared a $0.75 per share quarterly dividend and maintained an active share repurchase plan, though no shares were bought back this quarter [Dividend Declaration and History](index=7&type=section&id=Dividend%20Declaration%20and%20History) Saratoga Investment declared a base quarterly dividend of $0.75 per share for the third quarter of fiscal 2026, payable in three monthly installments of $0.25 per share, with DRIP shares issued at a 5% discount - A base quarterly dividend of **$0.75 per share** was declared for Q3 fiscal 2026, consisting of three monthly **$0.25 per share** dividends[16](index=16&type=chunk) Q3 Fiscal 2026 Monthly Dividends | Month | Amount Per Share | Record Date | Payment Date | | :------------ | :--------------- | :---------- | :----------- | | September 2025 | $0.25 | October 7, 2025 | October 23, 2025 | | October 2025 | $0.25 | November 4, 2025 | November 20, 2025 | | November 2025 | $0.25 | December 2, 2025 | December 18, 2025 | - Shareholders can receive dividends in cash or common stock, with DRIP shares issued at a **5% discount** to the average market price[16](index=16&type=chunk) Dividend History (Fiscal Years 2023-2026) | Period (Fiscal Year ends Feb) | Base Dividend Per Share | Special Dividend Per Share | Total Dividend Per Share | | :---------------------------- | :---------------------- | :------------------------- | :----------------------- | | Full Year Fiscal 2026 (Projected) | $2.25 | - | $2.25 | | Full Year Fiscal 2025 | $2.96 | $0.35 | $3.31 | | Full Year Fiscal 2024 | $2.86 | - | $2.86 | | Full Year Fiscal 2023 | $2.44 | - | $2.44 | [Share Repurchase Plan](index=8&type=section&id=Share%20Repurchase%20Plan) The company's Share Repurchase Plan, extended to January 15, 2026, allows for repurchases of up to 1.7 million shares, with 1,035,203 shares purchased to date, though none in the current quarter - The Share Repurchase Plan was extended to January 15, 2026, allowing repurchases of up to **1.7 million shares**[20](index=20&type=chunk) - As of August 31, 2025, **1,035,203 shares** have been purchased at an average price of **$22.05**, totaling approximately **$22.8 million**[19](index=19&type=chunk) - No shares were purchased under the plan during the three and six months ended August 31, 2025[19](index=19&type=chunk) [Company Information and Disclosures](index=9&type=section&id=Company%20Information%20and%20Disclosures) Saratoga Investment Corp. is a BDC providing financing to middle-market businesses, with details on investor communications, forward-looking statement disclaimers, and contact information [About Saratoga Investment Corp.](index=9&type=section&id=About%20Saratoga%20Investment%20Corp.) Saratoga Investment Corp. is a specialty finance company regulated as a Business Development Company (BDC), providing customized financing solutions to U.S. middle-market businesses, and managing CLO and JV funds - Saratoga Investment Corp. is a specialty finance company regulated as a Business Development Company (BDC)[22](index=22&type=chunk) - The company provides customized financing solutions to U.S. middle-market businesses, primarily investing in senior and unitranche leveraged loans and mezzanine debt[22](index=22&type=chunk) - It manages a **$650 million** collateralized loan obligation (CLO) fund and co-manages a joint venture (JV) fund that owns a **$400 million** CLO fund[22](index=22&type=chunk) [Conference Call/Webcast Information](index=9&type=section&id=Conference%20Call%2FWebcast%20Information) A live webcast and conference call for the fiscal second quarter 2026 financial results were scheduled for October 8, 2025, at 10:00 a.m. ET, with replay availability on the company's investor relations website - Fiscal Second Quarter 2026 conference call/webcast was scheduled for October 8, 2025, at 10:00 a.m. Eastern Time[23](index=23&type=chunk) - Access to the live webcast and presentation was available via the 'Events & Presentations' section of Saratoga Investment Corp.'s investor relations website[23](index=23&type=chunk) [Forward-Looking Statements](index=10&type=section&id=Forward-Looking%20Statements) The press release contains forward-looking statements subject to various risks and uncertainties, including market changes, economic downturns, and interest rate volatility, with no duty to update except as required by law - Forward-looking statements are based on beliefs, assumptions, and expectations, and are not guarantees of future performance[24](index=24&type=chunk) - Risks and uncertainties include changes in markets, financial conditions, economic downturns, interest rate volatility, trade policies, supply chain constraints, labor shortages, and inflation[24](index=24&type=chunk) - The company undertakes no duty to update forward-looking statements, and readers are encouraged to review SEC filings for a complete discussion of risks[25](index=25&type=chunk) [Contacts](index=10&type=section&id=Contacts) Contact information for Saratoga Investment Corporation's Chief Financial Officer, Henri Steenkamp, and investor relations representatives from The Equity Group Inc., Lena Cati and Val Ferraro, is provided - Henri Steenkamp, Chief Financial Officer, can be reached at 212-906-7800[26](index=26&type=chunk) - Lena Cati and Val Ferraro from The Equity Group Inc. are listed as investor relations contacts[26](index=26&type=chunk) [Consolidated Financial Statements](index=11&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show an increase in total assets and net assets, despite a decrease in investment income, driven by positive net realized and unrealized gains [Consolidated Statements of Assets and Liabilities](index=11&type=section&id=Consolidated%20Statements%20of%20Assets%20and%20Liabilities) As of August 31, 2025, total assets increased to $1,206.2 million from $1,191.5 million at February 28, 2025, primarily driven by an increase in total investments at fair value, leading to an increase in total net assets to $410.5 million Key Balance Sheet Figures | Metric | August 31, 2025 ($) | February 28, 2025 ($) | | :-------------------------------- | :------------------ | :-------------------- | | Total investments at fair value | 995,295,010 | 978,077,750 | | Cash and cash equivalents | 105,660,178 | 148,218,491 | | Total assets | 1,206,211,434 | 1,191,543,857 | | Revolving credit facilities | 70,000,000 | 52,500,000 | | SBA debentures payable | 170,000,000 | 170,000,000 | | Total liabilities | 795,711,866 | 798,878,389 | | Total net assets | 410,499,568 | 392,665,468 | | NET ASSET VALUE PER SHARE | 25.61 | 25.86 | | Asset Coverage Ratio | 166.6% | 162.9% | [Consolidated Statements of Operations (Three Months)](index=13&type=section&id=Consolidated%20Statements%20of%20Operations%20(Three%20Months)) For the three months ended August 31, 2025, total investment income decreased significantly to $30.6 million from $43.0 million in the prior year, but positive net realized and unrealized gains resulted in a net increase in net assets from operations of $13.3 million Key Income Statement Figures (Three Months Ended August 31) | Metric | 2025 ($) | 2024 ($) | | :------------------------------------------ | :------- | :------- | | Total investment income | 30,625,756 | 43,003,375 | | Total operating expenses | 21,545,023 | 24,805,977 | | NET INVESTMENT INCOME | 9,080,733 | 18,197,398 | | Net realized and unrealized gain (loss) on investments | 4,204,402 | (4,879,759) | | NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | 13,285,135 | 13,317,639 | | WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE | 0.84 | 0.97 | | WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 15,775,387 | 13,726,142 | [Consolidated Statements of Operations (Six Months)](index=15&type=section&id=Consolidated%20Statements%20of%20Operations%20(Six%20Months)) For the six months ended August 31, 2025, total investment income decreased to $62.9 million from $81.7 million in the prior year, but a positive net realized and unrealized gain led to a net increase in net assets from operations of $27.2 million Key Income Statement Figures (Six Months Ended August 31) | Metric | 2025 ($) | 2024 ($) | | :------------------------------------------ | :------- | :------- | | Total investment income | 62,944,373 | 81,681,525 | | Total operating expenses | 43,721,608 | 49,149,122 | | NET INVESTMENT INCOME | 19,222,765 | 32,532,403 | | Net realized and unrealized gain (loss) on investments | 7,994,633 | (12,604,326) | | NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | 27,217,398 | 19,928,077 | | WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE | 1.75 | 1.45 | | WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 15,560,114 | 13,704,759 |
ImmuCell(ICCC) - 2025 Q3 - Quarterly Results
2025-10-07 20:06
[FORM 8-K Filing Details](index=1&type=section&id=FORM%208-K%20Filing%20Details) This section details the foundational information of the Form 8-K filing, including registrant identity and securities specifics [General Information](index=1&type=section&id=General%20Information) This section provides foundational details of the Form 8-K filing, including registrant identity, jurisdiction, and securities information - The report is a Current Report on Form 8-K, filed under Section 13 or 15(d) of The Securities Exchange Act of 1934[2](index=2&type=chunk) Registrant and Filing Details | Detail | Value | | :--- | :--- | | **Registrant Name** | ImmuCell Corporation | | **Date of Report** | October 7, 2025 | | **State of Incorporation** | Delaware | | **Commission File Number** | 001-12934 | | **IRS Employer Identification No.** | 01-0382980 | | **Registrant's Telephone Number** | 207-878-2770 | | **Title of Class** | Common Stock, $0.10 par value per share | | **Trading Symbol** | ICCC | | **Exchange Registered On** | The Nasdaq Capital Market | - The registrant is **not an emerging growth company** and has not elected the extended transition period for new accounting standards[4](index=4&type=chunk) [Reported Events](index=3&type=section&id=Reported%20Events) This section details the specific events reported in the Form 8-K, including financial results and required exhibits [Item 2.02. Results of Operations and Financial Condition](index=3&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition) ImmuCell Corporation announced preliminary, unaudited product sales for Q3 2025 via press release, furnished but not filed for liability - ImmuCell Corporation issued a press release on October 7, 2025, announcing preliminary, unaudited product sales for the quarter ended September 30, 2025[5](index=5&type=chunk) - The full text of the press release is attached as **Exhibit 99.1** to this Current Report on Form 8-K[5](index=5&type=chunk) - Information under Item 2.02 is **furnished, not filed**, limiting liability under Section 18 of the Securities Exchange Act of 1934[6](index=6&type=chunk) [Item 9.01. Financial Statements and Exhibits](index=3&type=section&id=Item%209.01.%20Financial%20Statements%20and%20Exhibits) This section lists exhibits furnished with the Form 8-K filing, including the press release and interactive data file Exhibits Furnished | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release of the Company dated October 7, 2025 | | 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) | - Exhibits related to Item 2.02 are **furnished, not filed**[7](index=7&type=chunk) [Signatures and Exhibit Index](index=4&type=section&id=Signatures%20and%20Exhibit%20Index) This section includes the official signatures for the report and a comprehensive index of all attached exhibits [SIGNATURE](index=4&type=section&id=SIGNATURE) The report is duly signed by authorized officers of ImmuCell Corporation, affirming compliance with Exchange Act requirements - The report was signed on **October 7, 2025**, by Michael F. Brigham (President, CEO, PFO) and Timothy C. Fiori (CFO)[9](index=9&type=chunk)[10](index=10&type=chunk)[11](index=11&type=chunk) [Exhibit Index](index=5&type=section&id=Exhibit%20Index) This section provides a final, consolidated list of all exhibits included in the Form 8-K filing for easy reference Consolidated Exhibit List | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release of the Company dated October 7, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Golub Capital(GBDC) - 2025 Q4 - Annual Results
2025-10-07 20:05
[Filing Information](index=1&type=section&id=Filing%20Information) This section provides essential details about the registrant, Golub Capital BDC, Inc., including its incorporation, executive offices, and securities trading information [Registrant Information](index=1&type=section&id=Registrant%20Information) This section identifies Golub Capital BDC, Inc. as the registrant, a Delaware corporation, and provides its principal executive offices address and telephone number - Registrant: **Golub Capital BDC, Inc.**[1](index=1&type=chunk) - Jurisdiction of Incorporation: **Delaware**[1](index=1&type=chunk) - Principal Executive Offices: **200 Park Avenue, 25th Floor, New York, NY 10166**[1](index=1&type=chunk) [Securities Information](index=1&type=section&id=Securities%20Information) The registrant's Common Stock is traded on The Nasdaq Global Select Market under the symbol GBDC, and the company is not an emerging growth company Common Stock Listing Details | Title of each class | Trading Symbol | Name of each exchange on which registered | | :------------------------------ | :------------- | :---------------------------------------- | | Common Stock, par value $0.001 per share | GBDC | The Nasdaq Global Select Market | - The registrant is not an emerging growth company[3](index=3&type=chunk) [Current Report Items](index=3&type=section&id=Current%20Report%20Items) This section details the announcement of financial results and lists the exhibits accompanying the Form 8-K filing [Item 2.02. Results of Operations and Financial Condition](index=3&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition) Golub Capital BDC, Inc. announced it will release financial results for the quarter and year ended September 30, 2025, on November 18, 2025, after market close, with a press release furnished as Exhibit 99.1 - Golub Capital BDC, Inc. will release financial results for the quarter and year ended September 30, 2025, on **Tuesday, November 18, 2025**, after the close of financial markets[4](index=4&type=chunk) - A press release (Exhibit 99.1) announcing the financial results release is attached[4](index=4&type=chunk) - The information in Item 2.02 and Exhibit 99.1 is furnished and not deemed 'filed' under Section 18 of the Securities Exchange Act of 1934[5](index=5&type=chunk) [Item 9.01. Financial Statements and Exhibits](index=3&type=section&id=Item%209.01.%20Financial%20Statements%20and%20Exhibits) This section lists the exhibits accompanying the Form 8-K, including the press release regarding financial results and the Cover Page Interactive Data File List of Exhibits | Exhibit Number | Description | | :------------- | :--------------------------------------------------------- | | 99.1 | Press release of Golub Capital BDC, Inc., dated as of October 7, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [SIGNATURES](index=4&type=section&id=SIGNATURES) The report was duly signed on behalf of Golub Capital BDC, Inc. by Christopher C. Ericson, Chief Financial Officer, on October 7, 2025 - The report was signed by **Christopher C. Ericson, Chief Financial Officer**[10](index=10&type=chunk) - Date of signature: **October 7, 2025**[10](index=10&type=chunk)
Saratoga(SAR) - 2026 Q2 - Quarterly Report
2025-10-07 20:02
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended August 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 814-00732 SARATOGA INVESTMENT CORP. (Exact name of registrant as specified in its charter) | Maryland | 20-8700615 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employe ...
Legato Merger Corp. III(LEGT) - 2025 Q3 - Quarterly Report
2025-10-07 20:00
PART I. FINANCIAL INFORMATION This section presents the company's unaudited condensed interim financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Item 1. Condensed Interim Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Interim%20Financial%20Statements) This section presents Legato Merger Corp. III's unaudited condensed financial statements, including balance sheets, statements of operations, equity changes, cash flows, and comprehensive notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This section presents the company's condensed balance sheets as of August 31, 2025, and November 30, 2024 | Metric | August 31, 2025 (unaudited) | November 30, 2024 | | :--------------------------------------- | :-------------------------- | :------------------ | | Total assets | $217,966,099 | $211,914,067 | | Investments held in Trust Account | $216,806,288 | $210,061,362 | | Cash | $1,078,756 | $1,625,752 | | Total liabilities | $7,043,750 | $7,043,750 | | Ordinary shares subject to possible redemption | $216,711,289 | $209,966,362 | | Accumulated deficit | $(5,789,508) | $(5,096,613) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) This section presents the company's condensed statements of operations for the three and nine months ended August 31, 2025, and 2024 | Metric | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :--------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | General and administrative costs | $269,064 | $284,948 | $744,740 | $506,106 | | Income from Investments held in Trust Account | $2,260,109 | $2,842,357 | $6,744,927 | $6,255,687 | | Interest income on cash accounts | $8,340 | $16,083 | $51,845 | $36,247 | | Net income | $1,999,385 | $2,573,492 | $6,052,032 | $5,785,828 | | Basic and diluted net income per share, Public Shares | $0.08 | $0.10 | $0.23 | $0.22 | [Condensed Statements of Changes in Shareholders' (Deficit) Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit%20Equity) This section presents the company's condensed statements of changes in shareholders' deficit equity | Metric | August 31, 2025 (unaudited) | November 30, 2024 | | :--------------------------------------- | :-------------------------- | :------------------ | | Balance at period end (Shareholders' Deficit) | $(5,788,940) | $(5,096,045) | | Net income (9 months ended Aug 31, 2025) | $6,052,032 | N/A | | Ordinary shares - accretion redemption value (9 months ended Aug 31, 2025) | $(6,744,927) | N/A | [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) This section presents the company's condensed statements of cash flows for the nine months ended August 31, 2025, and 2024 | Metric | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(546,996) | $(727,064) | | Cash deposited into trust account | $0 | $(201,250,000) | | Net cash provided by financing activities | $0 | $203,715,244 | | Cash at end of period | $1,078,756 | $1,738,180 | [Notes to Unaudited Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) This section provides detailed notes explaining the company's organization, accounting policies, and specific financial instrument treatments [Note 1 — Organization and Plan of Business Operations](index=9&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Plan%20of%20Business%20Operations) This note details the company's incorporation, IPO, trust account setup, liquidity, and going concern considerations - Legato Merger Corp. III was incorporated on November 6, 2023, as an exempted company in the Cayman Islands, with the primary objective of acquiring one or more businesses through a Business Combination[21](index=21&type=chunk) - The Company consummated its Initial Public Offering (IPO) on February 8, 2024, raising gross proceeds of **$201,250,000** from **20,125,000 units**, and simultaneously completed a private placement of **555,625 units** for **$5,556,250**[24](index=24&type=chunk)[25](index=25&type=chunk) - Following the IPO, **$201,250,000** was placed in a Trust Account, invested in U.S. government securities or money market funds, to be used for a Business Combination or redemption of public shares[27](index=27&type=chunk) - As of August 31, 2025, the Company had **$1,078,756** in cash outside the Trust Account and working capital of **$1,159,811**[34](index=34&type=chunk) - Management has determined that the liquidity conditions and the mandatory liquidation date (February 8, 2026, or May 8, 2026, if an LOI is executed) raise substantial doubt about the Company's ability to continue as a going concern[37](index=37&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=12&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the company's accounting principles, including U.S. GAAP compliance, emerging growth company status, and fair value measurements - The unaudited condensed financial statements are prepared in accordance with U.S. GAAP and SEC rules for interim financial information, with certain disclosures condensed or omitted[38](index=38&type=chunk)[39](index=39&type=chunk) - The Company is an "emerging growth company" and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[41](index=41&type=chunk)[42](index=42&type=chunk) - Investments held in the Trust Account are classified as trading securities and presented at fair value, with gains and losses included in income from investments[46](index=46&type=chunk) - Ordinary shares subject to possible redemption are classified outside of permanent equity as redeemable, with accretion from initial book value to redemption amount recognized[47](index=47&type=chunk) - No income taxation is imposed by the government of the Cayman Islands, and thus income taxes are not reflected in the financial statements[53](index=53&type=chunk) [Note 3 — Initial Public Offering](index=18&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) This note details the terms and proceeds of the company's Initial Public Offering on February 8, 2024 - On February 8, 2024, the Company sold **20,125,000 units** in its Initial Public Offering at **$10.00 per unit**[65](index=65&type=chunk) - Each unit consisted of one ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable at **$11.50 per share**[65](index=65&type=chunk) [Note 4 — Private Placement](index=18&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) This note describes the private placement of units conducted simultaneously with the Initial Public Offering - Simultaneously with the IPO, **555,625 Private Units** were purchased by Insiders and underwriters at **$10.00 per unit**, generating **$5,556,250**[66](index=66&type=chunk) - Proceeds from the Private Units were added to the Trust Account[66](index=66&type=chunk) [Note 5 — Related Party Transactions](index=18&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) This note discloses transactions with related parties, including founder shares, administrative fees, and loans from the Chief SPAC Officer - The Company issued **5,031,250 Founder Shares** for **$25,000**, with no shares subject to forfeiture after the underwriters' over-allotment option was fully exercised[67](index=67&type=chunk) - An administrative service fee of **$20,000 per month** is paid to Crescendo Advisors II, LLC, an affiliate, for office space and administrative support[69](index=69&type=chunk) Administrative Service Fee
Constellation Brands(STZ) - 2026 Q2 - Quarterly Report
2025-10-07 18:00
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 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: 001-08495 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its char ...
Great Elm Capital (GECC) - 2025 Q3 - Quarterly Results
2025-10-07 12:35
[Filing Information](index=1&type=section&id=Filing%20Information) This section details the registrant's corporate information and lists its various classes of securities registered on the Nasdaq Global Market [Registrant and Securities Details](index=1&type=section&id=Registrant%20and%20Securities%20Details) This section provides the general filing information for Great Elm Capital Corp.'s Form 8-K, detailing the registrant's corporate information and listing its various classes of securities registered on the Nasdaq Global Market - **Great Elm Capital Corp.** is the registrant[1](index=1&type=chunk) - Jurisdiction of incorporation is **Maryland**[1](index=1&type=chunk) - The registrant is not an emerging growth company[3](index=3&type=chunk) Securities Registered on Nasdaq Global Market | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common stock, $0.01 par value | GECC | Nasdaq Global Market | | 5.875% Notes due 2026 | GECCO | Nasdaq Global Market | | 8.50% Notes due 2029 | GECCI | Nasdaq Global Market | | 8.125% Notes due 2029 | GECCH | Nasdaq Global Market | | 7.75% Notes due 2030 | GECCG | Nasdaq Global Market | [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This item reports the issuance of a press release containing preliminary unaudited financial information for the quarter ended September 30, 2025 [Preliminary Financial Information](index=2&type=section&id=Preliminary%20Financial%20Information) Great Elm Capital Corp. announced the issuance of a press release on October 7, 2025, which includes selected preliminary and unaudited financial information for the quarter ended September 30, 2025 - Great Elm Capital Corp. issued a press release on **October 7, 2025**[4](index=4&type=chunk) - The press release contained selected preliminary and unaudited financial information[4](index=4&type=chunk) - Financial information covers the quarter ended **September 30, 2025**[4](index=4&type=chunk) - The press release is furnished as **Exhibit 99.1**[4](index=4&type=chunk) [Item 8.01 Other Events](index=2&type=section&id=Item%208.01%20Other%20Events) This item formally incorporates by reference the preliminary financial information and results of operations discussed in Item 2.02 [Cross-Reference to Financial Information](index=2&type=section&id=Cross-Reference%20to%20Financial%20Information) This section formally incorporates by reference the preliminary financial information and results of operations discussed in Item 2.02 of this report - Information from **Item 2.02** is incorporated by reference into **Item 8.01**[5](index=5&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This item lists the exhibits furnished with the Form 8-K, including the press release and inline XBRL cover page [List of Exhibits](index=2&type=section&id=List%20of%20Exhibits) This section provides a list of exhibits furnished with the Form 8-K, including the press release containing preliminary financial information and the inline XBRL formatted cover page Exhibits Furnished | Exhibit Number | Description | | :------------- | :------------------------------------------------ | | 99.1 | Press Release, dated October 7, 2025 | | 104 | The cover page of this Current Report on Form 8-K, formatted as inline XBRL | - The listed exhibits are furnished with the report but are not deemed filed[7](index=7&type=chunk) [Signatures](index=3&type=section&id=SIGNATURES) This section confirms the official signing and authorization of the report by the Chief Financial Officer, in compliance with the Securities Exchange Act of 1934 [Authorization and Filing](index=3&type=section&id=Authorization%20and%20Filing) The report was officially signed on October 7, 2025, by Keri A. Davis, Chief Financial Officer of Great Elm Capital Corp., confirming its due authorization and compliance with the Securities Exchange Act of 1934 - The report was signed on behalf of Great Elm Capital Corp. on **October 7, 2025**[10](index=10&type=chunk)[11](index=11&type=chunk) - Signed by **Keri A. Davis**, Chief Financial Officer[11](index=11&type=chunk) - The signing is pursuant to the requirements of the **Securities Exchange Act of 1934**[9](index=9&type=chunk)
Profound(PROF) - 2025 Q3 - Quarterly Results
2025-10-07 12:06
[Filing Details](index=1&type=section&id=Filing%20Details) This section provides the fundamental identification and status information for the Form 8-K filing [General Information](index=1&type=section&id=General%20Information) This section provides the basic identification details of the Form 8-K filing, including the registrant's name, jurisdiction, address, and contact information, along with the date of the report - Company Name: **PROFOUND MEDICAL CORP.**[1](index=1&type=chunk) - Date of Report: **October 7, 2025**[1](index=1&type=chunk) - Jurisdiction of Incorporation: **Ontario, Canada**[1](index=1&type=chunk) [Securities and Filing Status](index=1&type=section&id=Securities%20and%20Filing%20Status) This section details the registrant's securities information, specifically common shares traded on Nasdaq, and confirms its status regarding emerging growth company provisions Securities Registered | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common Shares | PROF | The Nasdaq Stock Market | - Emerging growth company status: **Not an emerging growth company (indicated by unchecked box)**[3](index=3&type=chunk) [Corporate Event Disclosure](index=2&type=section&id=Corporate%20Event%20Disclosure) This section discloses significant corporate events, including financial results and related exhibits [Item 2.02 - Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition.) Profound Medical Corp. announced its preliminary unaudited financial results for the three months ended September 30, 2025, along with a business update, via a press release furnished as Exhibit 99.1. The information is not considered 'filed' for Section 18 purposes of the Exchange Act - Event: Announcement of preliminary unaudited financial results for the three months ended **September 30, 2025**, and a business update[4](index=4&type=chunk) - Date of Announcement: **October 7, 2025**[4](index=4&type=chunk) - Source: **Press release furnished as Exhibit 99.1**[4](index=4&type=chunk) - Filing Status: The information in Item 2.02 (including Exhibit 99.1) is **furnished, not deemed 'filed'** for purposes of Section 18 of the Securities Exchange Act of 1934[5](index=5&type=chunk) [Item 9.01 - Financial Statements and Exhibits](index=2&type=section&id=Item%209.01.%20Financial%20Statements%20and%20Exhibits.) This section lists the exhibits accompanying the Form 8-K filing, primarily the press release detailing the financial results and business update, and the interactive data file Exhibits Filed | Exhibit No. | Description | | :---------- | :---------------------------------------------------------- | | 99.1 | Press Release dated October 7, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signatures](index=3&type=section&id=SIGNATURE) This section formally authenticates the report through the authorized signatory [Authorization and Signatory](index=3&type=section&id=Authorization%20and%20Signatory) The report is formally signed on behalf of Profound Medical Corp. by its Chief Financial Officer, Rashed Dewan, confirming compliance with the Securities Exchange Act of 1934 requirements - Signatory: **Rashed Dewan**, Chief Financial Officer[10](index=10&type=chunk) - Date of Signature: **October 7, 2025**[10](index=10&type=chunk)