UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 10-K ————————— (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 POWERFLEET, INC. (Exact name of registrant as specified in its charter) Delaware 83-4366463 (State or other jurisdiction of incorporation or organization) 123 Tice Boulevard Woo ...

PART I. FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for the three months ended May 31, 2025, and 2024, including Statements of Earnings, Comprehensive Income, Balance Sheets, Cash Flows, and Shareholders' Equity, reporting net sales of $7,546,541 thousand and net earnings of $210,381 thousand for the quarter ended May 31, 2025, with total assets of $27,386,405 thousand Consolidated Statements of Earnings Highlights | Indicator | Three Months Ended May 31, 2025 | Three Months Ended May 31, 2024 | | :--- | :--- | :--- | | Net Sales and Operating Revenues | $7,546,541 thousand | $7,113,397 thousand | | Gross Profit | $893,623 thousand | $791,895 thousand | | Net Earnings | $210,381 thousand | $152,440 thousand | | Diluted Net Earnings Per Share | $1.38 | $0.97 | Consolidated Balance Sheets Highlights | Indicator | As of May 31, 2025 | As of February 28, 2025 | | :--- | :--- | :--- | | Total Current Assets | $5,452,591 thousand | $5,077,636 thousand | | Total Assets | $27,386,405 thousand | $27,404,206 thousand | | Total Current Liabilities | $2,277,352 thousand | $2,197,971 thousand | | Total Liabilities | $21,099,496 thousand | $21,161,218 thousand | | Total Shareholders' Equity | $6,286,909 thousand | $6,242,988 thousand | Consolidated Statements of Cash Flows Highlights | Indicator | Three Months Ended May 31, 2025 | Three Months Ended May 31, 2024 | | :--- | :--- | :--- | | Net Cash Provided By (Used In) Operating Activities | $299,543 thousand | ($117,689) thousand | | Net Cash Used In Investing Activities | ($141,189) thousand | ($105,870) thousand | | Net Cash Used In Financing Activities | ($129,425) thousand | ($112,384) thousand | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed information on the company's accounting policies and financial data, covering revenue recognition, CarMax Auto Finance (CAF) operations, auto loan portfolio composition and credit quality, debt structure, and share-based compensation, with the allowance for loan losses at **2.76%** of auto loans held for investment and total debt at **$18,786,084 thousand** as of May 31, 2025 - CarMax operates two reportable segments: CarMax Sales Operations (auto merchandising and service) and CarMax Auto Finance (CAF), which provides financing to customers[22](index=22&type=chunk) Disaggregation of Revenue (In millions) | Revenue Source | Q1 FY2026 | Q1 FY2025 | | :--- | :--- | :--- | | Used vehicle sales | $6,103.4 | $5,677.5 | | Wholesale vehicle sales | $1,252.7 | $1,256.4 | | Extended protection plan revenues | $131.7 | $118.8 | | **Total net sales and operating revenues** | **$7,546.5** | **$7,113.4** | CarMax Auto Finance Income (In millions) | Component | Q1 FY2026 | Q1 FY2025 | | :--- | :--- | :--- | | Total interest margin | $287.9 | $270.2 | | Provision for loan losses | ($101.7) | ($81.2) | | Total direct expenses | ($44.5) | ($42.0) | | **CarMax Auto Finance income** | **$141.7** | **$147.0** | - The allowance for loan losses increased to **$474.2 million** (**2.76%** of loans held for investment) as of May 31, 2025, up from **$458.7 million** (**2.61%**) at the end of the prior fiscal year, driven by unfavorable loan loss performance, particularly from 2022 and 2023 originations, partially offset by the release of allowance for loans reclassified to held for sale[50](index=50&type=chunk) Debt Composition as of May 31, 2025 (In thousands) | Debt Description | Amount | | :--- | :--- | | Term loan | $699,808 | | Senior notes | $400,000 | | Financing obligations | $483,977 | | Non-recourse notes payable | $17,202,299 | | **Total debt** | **$18,786,084** | - During Q1 FY2026, CarMax repurchased **2,952,500 shares** of its common stock at an average cost of **$67.66 per share**[84](index=84&type=chunk) - As of May 31, 2025, **$1.74 billion** remained available for repurchase under the board's authorization[84](index=84&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the financial results for Q1 FY2026, highlighting a **6.1%** increase in net sales and a **38.0%** rise in net earnings year-over-year, driven by a **9.0%** increase in used unit sales, covering performance of CarMax Sales Operations and CarMax Auto Finance (CAF) segments, strategic updates, cost efficiencies, and future outlook Q1 FY2026 Financial Highlights vs. Q1 FY2025 | Metric | Q1 FY2026 | Change from Q1 FY2025 | | :--- | :--- | :--- | | Net sales and operating revenues | $7,546.5 million | 6.1% | | Gross profit | $893.6 million | 12.8% | | Net earnings | $210.4 million | 38.0% | | Net earnings per diluted share | $1.38 | 42.3% | | Used unit sales | 230,210 | 9.0% | | Wholesale unit sales | 149,517 | 1.2% | - Strategic initiatives for fiscal 2026 include leveraging data science and AI for better digital experiences, launching a new marketing campaign, streamlining the online appraisal process, and expanding CAF's participation across the credit spectrum[144](index=144&type=chunk) - The company anticipates achieving approximately **$125 per unit** in cost of sales efficiencies in fiscal 2026, matching the savings achieved in fiscal 2025[142](index=142&type=chunk) - Management's goal is to achieve an SG&A to gross profit leverage rate in the **mid-70% range** on an annual basis, requiring low-single-digit gross profit growth in fiscal 2026[143](index=143&type=chunk)[145](index=145&type=chunk) [Results of Operations – CarMax Sales Operations](index=36&type=section&id=Results%20of%20Operations%20%E2%80%93%20CarMax%20Sales%20Operations) For Q1 FY2026, used vehicle revenue increased **7.5%** due to a **9.0%** rise in unit sales, partially offset by a **1.5%** decrease in average selling price, while total gross profit grew **12.8%** to **$893.6 million**, with SG&A expenses leveraged by **680 basis points** as a percentage of gross profit - Used vehicle unit sales increased **9.0%** YoY, with comparable store used unit sales up **8.1%**, driven by strong sales of vehicles priced under **$20,000**[153](index=153&type=chunk)[158](index=158&type=chunk) Gross Profit Per Unit (GPU) | Category | Q1 FY2026 | Q1 FY2025 | | :--- | :--- | :--- | | Used vehicle GPU | $2,407 | $2,347 | | Wholesale vehicle GPU | $1,047 | $1,064 | - Other gross profit increased **31.3%**, primarily due to higher service department margins from cost coverage measures and increased efficiencies, as well as a **10.8%** increase in EPP revenues[163](index=163&type=chunk)[171](index=171&type=chunk) - SG&A as a percentage of gross profit improved to **73.8%** from **80.6%** in the prior year, a leverage of **680 basis points**, driven by gross profit growth and cost management[173](index=173&type=chunk)[175](index=175&type=chunk) [Results of Operations – CarMax Auto Finance](index=40&type=section&id=Results%20of%20Operations%20%E2%80%93%20CarMax%20Auto%20Finance) CAF income decreased by **3.6%** to **$141.7 million** in Q1 FY2026, primarily due to a higher provision for loan losses (**$101.7 million** vs. **$81.2 million** YoY), partially offset by an increased total interest margin (**6.5%** vs. **6.2%** YoY), with the net loan penetration rate declining to **41.8%** - CAF income decreased by **$5.3 million** (**3.6%**) due to a **$20.5 million** increase in the provision for loan losses, partially offset by a **$17.7 million** increase in total interest margin[186](index=186&type=chunk)[188](index=188&type=chunk) - The provision for loan losses increased primarily due to unfavorable performance of loans originated in 2022 and 2023, partially offset by a **$26.5 million** release of allowance for loans reclassified as held for sale[188](index=188&type=chunk)[195](index=195&type=chunk) CAF Origination and Performance | Metric | Q1 FY2026 | Q1 FY2024 | | :--- | :--- | :--- | | Net penetration rate | 41.8% | 43.3% | | Weighted average contract rate | 11.4% | 11.4% | | Allowance for loan losses % | 2.76% | 2.79% | | Past due accounts % | 5.48% | 5.38% | - CarMax plans to execute a programmatic sale of a non-prime securitization once per year to provide funding flexibility and mitigate risk while pursuing growth[144](index=144&type=chunk)[181](index=181&type=chunk) [Financial Condition, Liquidity and Capital Resources](index=44&type=section&id=Financial%20Condition%2C%20Liquidity%20and%20Capital%20Resources) The company's primary liquidity sources are cash from operations, non-recourse funding, and its revolving credit facility, with net cash from operating activities at **$299.5 million** in Q1 FY2026, a significant improvement from a **$117.7 million** use of cash in the prior year, and total debt at **$18.79 billion** with full availability on its **$2.0 billion** credit facility - Net cash provided by operating activities was **$299.5 million**, compared to a use of **$117.7 million** in the prior year, primarily reflecting changes in inventory and auto loans held for investment/sale[193](index=193&type=chunk)[197](index=197&type=chunk) - Capital expenditures are estimated to be approximately **$575 million** for fiscal 2026, up from **$467.9 million** in fiscal 2025, to support growth in reconditioning facilities and new stores[189](index=189&type=chunk) - The company repurchased **$204.0 million** of common stock in Q1 FY2026 and intends to modestly accelerate the pace of share repurchases for the full fiscal year[191](index=191&type=chunk)[201](index=201&type=chunk) - As of May 31, 2025, the company had **$2.0 billion** of unused capacity under its revolving credit facility and was in compliance with all financial covenants[75](index=75&type=chunk)[204](index=204&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports no material changes to its market risk since the end of the previous fiscal year, February 28, 2025, referring readers to its Annual Report on Form 10-K for detailed discussion - There have been no material changes to the company's market risk since February 28, 2025[214](index=214&type=chunk) [Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) Based on management's evaluation, including the CEO and CFO, the company's disclosure controls and procedures were effective as of May 31, 2025, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the quarter[217](index=217&type=chunk) - There were no material changes in the company's internal control over financial reporting during the quarter ended May 31, 2025[218](index=218&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 15 of the consolidated financial statements for a discussion of the company's legal proceedings - For information on legal proceedings, the report directs readers to Note 15 of the financial statements[220](index=220&type=chunk) [Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K for the fiscal year ended February 28, 2025 - There have been no material changes to the risk factors discussed in the company's most recent Form 10-K[221](index=221&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's common stock repurchase activity for the first quarter of fiscal 2026, with **2,952,458 shares** repurchased under its **$2 billion** authorization Common Stock Repurchases - Q1 FY2026 | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | March 1 - 31, 2025 | 487,700 | $74.22 | | April 1 - 30, 2025 | 1,247,488 | $66.71 | | May 1 - 31, 2025 | 1,217,270 | $66.01 | | **Total** | **2,952,458** | | - As of May 31, 2025, approximately **$1.74 billion** remained available for repurchase under the publicly announced program[224](index=224&type=chunk) [Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the Chief Executive Officer and Chief Financial Officer as required by the Sarbanes-Oxley Act, and XBRL data files - The exhibits filed with this report include CEO and CFO certifications pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350, as well as XBRL data files[226](index=226&type=chunk)

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 May 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: 001-9610 Commission file number: 001-15136 Carnival Corporation Carnival plc (Exact name of registrant as specified in its charter) ( ...

[Financial Highlights](index=4&type=section&id=Financial%20Highlights) [Overall Performance](index=4&type=section&id=Overall%20Performance) Carnival Corporation & plc reported strong Q2 2025 growth, driven by robust demand, increased pricing, and strategic debt management Q2 2025 Key Financial Metrics (vs. Q2 2024) | Metric | Q2 2025 (in millions) | Q2 2024 (in millions) | Change | | :--- | :--- | :--- | :--- | | **Total Revenues** | $6,328 | $5,781 | **+9.5%** | | **Operating Income** | $934 | $560 | **+66.8%** | | **Net Income** | $565 | $92 | **+514.1%** | | **Diluted EPS** | $0.42 | $0.07 | **+500.0%** | - Customer deposits reached a record **$8.5 billion** as of May 31, 2025, up from **$6.8 billion** at November 30, 2024, signaling strong future demand[31](index=31&type=chunk) - The company actively refinanced its debt, issuing new lower-rate senior unsecured notes to redeem higher-rate notes, resulting in reduced interest expenses and extended maturities[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) [PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited consolidated financial statements show significant Q2 and H1 2025 profitability improvement, driven by strong revenue and cash flow [Consolidated Statements of Income (Loss)](index=4&type=section&id=Consolidated%20Statements%20of%20Income%20%28Loss%29) Consolidated Income Statement Highlights (in millions) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | $6,328 | $5,781 | $12,139 | $11,187 | | Passenger ticket | $4,104 | $3,754 | $7,936 | $7,370 | | Onboard and other | $2,224 | $2,027 | $4,202 | $3,817 | | **Operating Income** | $934 | $560 | $1,477 | $836 | | **Net Income (Loss)** | $565 | $92 | $486 | $(123) | | **Diluted EPS** | $0.42 | $0.07 | $0.37 | $(0.10) | [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Highlights (in millions) | Metric | May 31, 2025 | Nov 30, 2024 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $2,146 | $1,210 | | **Total assets** | $51,165 | $49,057 | | **Customer deposits** | $8,082 | $6,425 | | **Total debt** | $27,254 | $27,475 | | **Total shareholders' equity** | $10,007 | $9,251 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Six Months Ended May 31, Cash Flow Highlights (in millions) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $3,317 | $3,807 | | **Net cash used in investing activities** | $(1,191) | $(3,384) | | **Net cash used in financing activities** | $(1,211) | $(1,183) | | **Net increase (decrease) in cash** | $940 | $(767) | [Segment Information](index=20&type=section&id=Segment%20Information) Segment Operating Income (in millions) | Segment | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | **North America** | $691 | $525 | $1,207 | $797 | | **Europe** | $368 | $168 | $508 | $288 | | **Cruise Support** | $(113) | $(114) | $(204) | $(210) | | **Tour and Other** | $(12) | $(19) | $(34) | $(40) | - In March 2025, the company sunset the P&O Cruises (Australia) brand, folding its operations into Carnival Cruise Line[23](index=23&type=chunk) [Debt](index=11&type=section&id=Debt) - Total debt was **$28.0 billion** as of May 31, 2025. The company has actively managed its debt profile, issuing **$1.0 billion** of 5.75% notes due 2030 to redeem 10.50% notes, **$2.0 billion** of 6.13% notes due 2033 to redeem 10.38% notes, and **$1.0 billion** of 5.88% notes due 2031 to redeem 7.63% notes[34](index=34&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - In June 2025, the company entered into a new **$4.5 billion** unsecured multi-currency revolving credit facility maturing in 2030, replacing its previous facility[37](index=37&type=chunk) Debt Maturity Schedule as of May 31, 2025 (in millions) | Year | Principal Payments | | :--- | :--- | | Remainder of 2025 | $692 | | 2026 | $1,400 | | 2027 | $4,958 | | 2028 | $6,758 | | 2029 | $4,780 | | Thereafter | $9,378 | | **Total** | **$27,967** | [Management's Discussion and Analysis (MD&A)](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes strong Q2 2025 performance to robust demand, higher pricing, and effective financial management, ensuring strong liquidity [Key Performance Indicators & Trends](index=25&type=section&id=Key%20Performance%20Indicators%20%26%20Trends) Key Operating Statistics | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | ALBDs (in millions) | 24.2 | 23.5 | 47.8 | 46.5 | | Occupancy percentage | 104% | 104% | 104% | 103% | | Fuel cost per metric ton | $614 | $684 | $628 | $685 | - Capacity, measured in Available Lower Berth Days (ALBDs), increased by **3.1%** in Q2 2025 compared to Q2 2024, driven by an **8.4%** increase in the Europe segment[101](index=101&type=chunk) - The company anticipates that the EU Emissions Trading System (ETS), which began in 2024, will have a material negative impact on future financial results as the phase-in period progresses from **40%** of emissions in 2024 to **70%** in 2025 and **100%** in 2026[98](index=98&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) - **Q2 2025 vs Q2 2024:** - Passenger ticket revenue increased **9.3%** to **$4.1 billion**, driven by a **$169 million** increase from higher ticket prices and a **$128 million** increase from higher onboard spending[105](index=105&type=chunk)[107](index=107&type=chunk) - Operating Expenses: Increased by a modest **2.3%**, benefiting from a **$103 million** gain on ship sales and **$72 million** in lower fuel costs[113](index=113&type=chunk) - Interest Expense: Decreased by **24%** (**$109 million**) due to lower debt balances and interest rates[125](index=125&type=chunk) - **H1 2025 vs H1 2024:** - Passenger ticket revenue increased **7.7%** to **$7.9 billion**, driven by a **$320 million** increase from higher ticket prices and a **$252 million** increase from higher onboard spending[126](index=126&type=chunk)[129](index=129&type=chunk) - Operating Income: Increased by **$641 million** to **$1.5 billion**[146](index=146&type=chunk) - Interest Expense: Decreased by **22%** (**$203 million**)[147](index=147&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) - As of May 31, 2025, the company had **$5.2 billion** of liquidity, comprising **$2.1 billion** in cash and **$3.0 billion** available under its revolving facility[150](index=150&type=chunk) - The working capital deficit increased to **$8.6 billion** from **$8.2 billion**, primarily due to a significant increase in advance customer deposits, which is a characteristic of the company's business model[151](index=151&type=chunk) - Net cash from operating activities was **$3.3 billion** for the first six months of 2025. Investing activities used **$1.2 billion**, mainly for capital expenditures, while financing activities used **$1.2 billion** for net debt repayments[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) [Market Risk Disclosures](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk exposures are interest rates, foreign currency, and fuel prices, with no material changes since the 2024 Form 10-K Debt Composition (after swaps) as of May 31, 2025 | Debt Type | Percentage | | :--- | :--- | | Fixed rate | **58%** | | EUR fixed rate | **24%** | | Floating rate | **7%** | | EUR floating rate | **11%** | [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded disclosure controls and procedures were effective as of May 31, 2025, with no material internal control changes - The CEO and CFO concluded that disclosure controls and procedures were effective as of the end of the period[161](index=161&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[162](index=162&type=chunk) [PART II - OTHER INFORMATION](index=35&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings & Risk Factors](index=35&type=section&id=Item%201.%20Legal%20Proceedings%20%26%20Item%201A.%20Risk%20Factors) The company updated on the Havana Docks lawsuit, noting a favorable appeal ruling, and confirmed no material changes to risk factors since the 2024 Form 10-K - In the Havana Docks lawsuit, the Court of Appeals reversed a **$110 million** judgment against Carnival. The plaintiff has since filed a petition with the U.S. Supreme Court. The company does not expect the ultimate outcome to have a material impact[54](index=54&type=chunk) - There has been no material change to the risk factors affecting the business since the filing of the 2024 Form 10-K[166](index=166&type=chunk)

[Second Quarter 2025 Performance Highlights](index=1&type=section&id=Second%20Quarter%202025%20Performance%20Highlights) H.B. Fuller reported strong Q2 2025 results, with adjusted EBITDA up 5% to $166 million and adjusted diluted EPS up 5% to $1.18 Q2 2025 Key Financial Metrics (vs. Q2 2024) | Metric | Q2 2025 | Change (YoY) | | :--- | :--- | :--- | | Net Revenue ($) | $898 million | -2.1% | | Organic Revenue | - | +0.4% | | Adjusted EBITDA ($) | $166 million | +5% | | Adjusted EBITDA Margin | 18.4% | +130 bps | | Reported EPS (diluted) ($) | $0.76 | -16.5% | | Adjusted EPS (diluted) ($) | $1.18 | +5% | | Net Income ($) | $42 million | -18.4% | | Cash Flow from Operations ($) | $111 million | +$29 million | - The company repurchased approximately **one million shares** year-to-date, contributing to the increase in **EPS**[6](index=6&type=chunk) - Adjusted gross profit margin increased by **110 basis points** year-on-year to **32.2%**, driven by cost savings, acquisitions, divestitures, and pricing actions[6](index=6&type=chunk)[7](index=7&type=chunk) [CEO Commentary and Strategic Execution](index=2&type=section&id=CEO%20Commentary%20and%20Strategic%20Execution) CEO Celeste Mastin highlighted strong financial performance driven by disciplined execution and strategic focus on growth and cost management - The company is actively managing costs and leveraging its global sourcing to navigate geopolitical and market uncertainties[11](index=11&type=chunk) - Key strategic actions driving performance include an increased focus on pricing, cost savings efforts, and a portfolio shift to higher-growth, higher-margin markets[11](index=11&type=chunk) - Despite subdued global economic activity, the company is performing well and has **raised its full-year outlook** due to strong execution[11](index=11&type=chunk) [Balance Sheet and Cash Flow](index=2&type=section&id=Balance%20Sheet%20and%20Cash%20Flow) Net debt decreased sequentially to $2,016 million, improving the net debt-to-adjusted EBITDA ratio to 3.4x Debt and Leverage Metrics | Metric | End of Q2 2025 | End of Q1 2025 | | :--- | :--- | :--- | | Net Debt ($) | $2,016 million | $2,074 million | | Net Debt-to-Adjusted EBITDA | 3.4x | 3.5x | - Net working capital was relatively flat year-on-year, but increased to **16.6%** as a percentage of annualized net revenue, up from **16.2%** in the prior year[13](index=13&type=chunk)[63](index=63&type=chunk) - For the six months ended May 31, 2025, net cash provided by operating activities was **$57.8 million**, a decrease from **$129.0 million** in the prior-year period, primarily due to changes in working capital[67](index=67&type=chunk) [Fiscal 2025 Outlook](index=3&type=section&id=Fiscal%202025%20Outlook) H.B. Fuller has increased its full-year guidance for fiscal 2025, expecting higher adjusted EBITDA and adjusted EPS Updated Fiscal 2025 Guidance | Metric | Updated 2025 Guidance | Previous 2025 Guidance/Expectation | | :--- | :--- | :--- | | Net Revenue Growth | -2% to -3% | Not specified, but organic growth is unchanged | | Organic Revenue Growth | Flat to +2% | Flat to +2% | | Adjusted EBITDA ($) | $615 million to $630 million | Increased (previous not stated) | | Adjusted EBITDA Growth | +4% to +6% YoY | Increased (previous not stated) | | Adjusted EPS (diluted) ($) | $4.10 to $4.30 | Increased (previous not stated) | | Adjusted EPS Growth | +7% to +12% YoY | Increased (previous not stated) | - The company anticipates an adverse impact from foreign exchange on net revenue of **1.0% to 1.5%**[16](index=16&type=chunk) - For the third quarter of 2025, adjusted EBITDA is expected to be in the range of **$165 million to $175 million**[16](index=16&type=chunk) [Segment Performance](index=9&type=section&id=Segment%20Performance) Engineering Adhesives led Q2 2025 performance with strong revenue growth and significant EBITDA margin expansion Q2 2025 Segment Performance (vs. Q2 2024) | Segment | Net Revenue (Q2'25) ($) | Revenue Growth (YoY) | Adjusted EBITDA (Q2'25) ($) | Adjusted EBITDA Margin (Q2'25) | | :--- | :--- | :--- | :--- | :--- | | Hygiene, Health & Consumable | $397.5 million | +1.1% | $62.0 million | 15.6% | | Engineering Adhesives | $276.4 million | +7.3% | $63.3 million | 22.9% | | Building Adhesive Solutions | $224.2 million | +0.8% | $37.5 million | 16.7% | - Engineering Adhesives' revenue growth was primarily driven by acquisitions (M&A), which contributed **8.4%** to its growth[51](index=51&type=chunk) - The divestiture of the North America Flooring business, now reported under Corporate Unallocated, resulted in a **100% decline** in revenue for that category[51](index=51&type=chunk)[52](index=52&type=chunk) [Financial Statements and Reconciliations](index=4&type=section&id=Financial%20Statements%20and%20Reconciliations) This section details consolidated financial statements and reconciliations of non-GAAP measures to U.S. GAAP, providing a comprehensive financial overview [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) This section presents the company's consolidated income statement, balance sheet, and statement of cash flows for the reported periods [Consolidated Income Statement](index=5&type=section&id=Consolidated%20Income%20Statement) The consolidated income statement details net revenue, gross profit, net income, and diluted EPS for the current and prior periods Consolidated Income Statement Summary (in thousands) | Metric | Three Months Ended May 31, 2025 | Three Months Ended June 1, 2024 | Six Months Ended May 31, 2025 | Six Months Ended June 1, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Revenue ($) | $898,095 | $917,107 | $1,686,758 | $1,727,525 | | Gross Profit ($) | $286,384 | $282,052 | $513,459 | $521,288 | | Net Income Attributable to H.B. Fuller ($) | $41,828 | $51,264 | $55,076 | $82,255 | | Diluted EPS ($) | $0.76 | $0.91 | $0.99 | $1.45 | [Consolidated Balance Sheet](index=19&type=section&id=Consolidated%20Balance%20Sheet) The consolidated balance sheet provides a snapshot of assets, liabilities, and equity as of May 31, 2025, and November 30, 2024 Balance Sheet Summary (in thousands) | Account | May 31, 2025 | November 30, 2024 | | :--- | :--- | :--- | | Total Current Assets ($) | $1,294,575 | $1,299,205 | | Total Assets ($) | $5,132,457 | $4,933,244 | | Total Current Liabilities ($) | $692,127 | $719,290 | | Long-Term Debt ($) | $2,112,428 | $2,010,052 | | Total Liabilities ($) | $3,256,472 | $3,103,396 | | Total Equity ($) | $1,875,985 | $1,829,848 | [Consolidated Statement of Cash Flows](index=20&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The consolidated statement of cash flows outlines cash generated from operating, investing, and financing activities for the six-month period Six-Month Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended May 31, 2025 | Six Months Ended June 1, 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities ($) | $57,769 | $128,975 | | Net Cash from Investing Activities ($) | ($151,950) | ($343,774) | | Net Cash from Financing Activities ($) | $12,461 | $160,816 | | Net Change in Cash ($) | ($72,567) | ($64,630) | | Cash at End of Period ($) | $96,785 | $114,823 | [Non-GAAP Reconciliations](index=4&type=section&id=Non-GAAP%20Reconciliations) This section provides reconciliations of non-GAAP financial measures, such as adjusted EBITDA and EPS, to their U.S. GAAP equivalents - The company uses non-GAAP measures like adjusted EBITDA and organic revenue to assist in understanding operating performance and comparability with other companies[17](index=17&type=chunk) Key Adjustments from Net Income to Adjusted EBITDA (Q2 2025, in thousands) | Description | Amount ($) | | :--- | :--- | | Net Income Attributable to H.B. Fuller | $41,828 | | Acquisition project costs | $3,602 | | Organizational realignment | $6,635 | | Project One (ERP system) | $2,581 | | Interest, Taxes, D&A, and other | $110,514 | | **Adjusted EBITDA** | **$165,660** | - Organizational realignment costs of **$6.6 million** in Q2 2025 include professional fees for structure changes, employee severance, and facility rationalization costs[27](index=27&type=chunk)

FOR IMMEDIATE RELEASE McCORMICK REPORTS STRONG SECOND QUARTER PERFORMANCE AND REAFFIRMS 2025 OUTLOOK HUNT VALLEY, Md., June 26, 2025 - McCormick & Company, Incorporated (NYSE:MKC), a global leader in flavor, today reported financial results for the second quarter ended May 31, 2025 and reaffirmed fiscal 2025 outlook. Chairman, President, and CEO's Remarks Brendan M. Foley, Chairman, President, and CEO, stated, "We are pleased with our strong results for the first half of the year, as we are managing in a dy ...

FOR IMMEDIATE RELEASE McCORMICK REPORTS STRONG SECOND QUARTER PERFORMANCE AND REAFFIRMS 2025 OUTLOOK HUNT VALLEY, Md., June 26, 2025 - McCormick & Company, Incorporated (NYSE:MKC), a global leader in flavor, today reported financial results for the second quarter ended May 31, 2025 and reaffirmed fiscal 2025 outlook. Chairman, President, and CEO's Remarks Brendan M. Foley, Chairman, President, and CEO, stated, "We are pleased with our strong results for the first half of the year, as we are managing in a dy ...

Media Contact: April Appling Senior Vice President, Corporate Marketing and Communications corporatecommunications@acuityinc.com Investor Contact: Charlotte McLaughlin Vice President, Investor Relations (404) 853-1456 investorrelations@acuityinc.com Strong Performance Delivers Sales Growth in Both Lighting and Intelligent Spaces ATLANTA, June 26, 2025 - Acuity Inc. (NYSE: AYI), ("Acuity"), a market-leading industrial technology company, delivered net sales of $1.2 billion in the third quarter of fiscal 2025 ...

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 May 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 001-16583. __________ ...

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 May 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From _______to _______ Commission File Number 001-36759 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 47-1758322 (State ...