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 quarter ended September 30, 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: 1-42521 ARTIUS II ACQUISITION INC. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1802901 (State or other jurisdi ...

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 quarter ended September 30, 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: 1-42521 ARTIUS II ACQUISITION INC. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1802901 (State or other jurisdi ...

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among AQUARIAN HOLDINGS VI L.P., AQUARIAN BEACON MERGER SUB INC., AQUARIAN HOLDINGS LLC (solely for purposes of Section 5.7, Section 6.18, Section 6.19 and Section 9.13) and BRIGHTHOUSE FINANCIAL, INC. Dated as of November 6, 2025 Article I DEFINITIONS 2 Article II THE MERGER 21 Article III EXCHANGE OF SHARES 26 Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 28 i Page Section 1.1 Definitions 2 Section 1.2 Other Definitional and Inte ...

Merger Agreement - The merger agreement states that each issued and outstanding share will be converted into the right to receive $70.00 per share in cash[16]. - The Board of Directors of Brighthouse Financial has unanimously approved the merger agreement, determining it to be fair and in the best interests of the company and its stockholders[16]. - The merger will result in Brighthouse Financial becoming a wholly owned subsidiary of Aquarian Holdings[16]. - The merger is subject to the satisfaction of various conditions outlined in the agreement, including stockholder approval[16]. - The agreement includes provisions for the treatment of dissenting shares and the rights of stockholders[16]. - The merger is expected to enhance the financial position and operational capabilities of the combined entity[16]. - The agreement outlines the corporate governance structure of the surviving corporation post-merger[16]. - The merger is anticipated to close following the fulfillment of regulatory and stockholder approvals[16]. - The effective time of the merger will be when the Certificate of Merger is filed with the Secretary of State of Delaware[112]. - The Surviving Corporation will possess all property, rights, privileges, and powers of both the Company and Merger Sub[113]. - The closing of the merger is scheduled to occur on the sixth business day after the last condition is satisfied or waived[114]. - The certificate of incorporation of the Company will be amended and restated at the effective time[115]. - The bylaws of the Company will be amended to reflect the bylaws of Merger Sub at the effective time[116]. - The initial directors of the Surviving Corporation will be the directors of Merger Sub immediately prior to the effective time[117]. - Each outstanding share will be converted into the right to receive $70.00 per share in cash as part of the merger consideration[119]. - All shares converted into the right to receive the merger consideration will automatically be canceled and retired[120]. - The merger consideration will be adjusted for any changes in the outstanding shares prior to the effective time[121]. - Excluded shares owned by Parent, Merger Sub, or the Company will be canceled without consideration[122]. - Each stock option will be deemed fully vested and converted into a cash payment equal to the excess of the merger consideration over the exercise price[127]. - The Company ESPP will be suspended, and no new participants will be allowed after the agreement date[129]. - Payments for equity awards will be made without interest and less any required deductions within five business days after the effective time[130]. - Dissenting shares will not convert into the merger consideration unless appraisal rights are waived[132]. - The payment fund will be established to ensure sufficient cash is available for the aggregate merger consideration[135]. - Book-entry shares will automatically convert to the right to receive the merger consideration without requiring a share certificate[136]. Financial Performance - The company reported a revenue of $1.5 billion for Q3 2023, representing a 15% increase year-over-year[1]. - User data showed a growth of 20% in active users, reaching 10 million by the end of the quarter[2]. - The company provided guidance for Q4 2023, expecting revenue between $1.6 billion and $1.7 billion, which indicates a growth of 10-13% compared to Q4 2022[3]. - New product launches included a software update that improved user engagement by 25%[4]. - The company is expanding its market presence in Europe, targeting a 30% increase in market share by the end of 2024[5]. - Research and development expenses increased by 12% to $200 million, focusing on innovative technologies[6]. - The company completed a strategic acquisition of a smaller tech firm for $300 million to enhance its product offerings[7]. - The company announced a new partnership with a leading telecom provider to expand service availability[8]. - Cost-cutting measures implemented resulted in a 5% reduction in operational expenses[9]. - The company plans to invest $100 million in sustainability initiatives over the next three years[10]. Corporate Governance and Compliance - The Company Board has unanimously determined that the Agreement and Transactions are fair and in the best interests of the Company and its stockholders[147]. - The execution and performance of the Agreement require no action or consent from any Governmental Entity other than necessary filings and compliance with applicable laws[148]. - The Company is not in violation of any provision of its Charter or Bylaws, and all outstanding shares of capital stock are fully paid and nonassessable[144][150]. - The Company has made available true and accurate copies of its Certificate of Incorporation and Bylaws to Parent[144]. - The Company has no outstanding obligations to repurchase or redeem any Company Securities, except for Company Equity Awards[151]. - The Company has provided Parent with a complete list of holders of Company Stock Options, RSU Awards, and PSU Awards as of the Company Measurement Date[150]. - The Company is duly organized and in good standing under the laws of Delaware, with all corporate powers necessary to conduct its business[144]. - The Company has no voting trusts or agreements regarding the voting of its capital stock[152]. - The Company has timely filed all required SEC documents since January 1, 2023, with no ongoing SEC reviews or investigations[159]. - The audited financial statements comply with GAAP and fairly present the consolidated financial position of the Company and its Subsidiaries[160]. - There are no undisclosed material liabilities that would be required to be reflected on a consolidated balance sheet[171]. - The Company maintains a system of internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting[165]. - There have been no significant deficiencies or material weaknesses in internal control over financial reporting since January 1, 2023[167]. - The Company has not engaged in illegal accounting or auditing practices, nor has it received complaints regarding its internal accounting controls[168]. - The Company is in compliance with all current listing and corporate governance requirements of Nasdaq[169]. - There are no ongoing litigations or investigations that would materially affect the Company and its Subsidiaries[172]. - The Company’s capital stock and ownership interests in its Subsidiaries are wholly owned and free of encumbrances[154]. - The Company has made available true and complete copies of its annual and quarterly statements filed with the applicable regulatory bodies[161]. - The Company has timely filed all required Tax Returns and paid all due Taxes, ensuring compliance with applicable laws[174]. - No Tax deficiencies have been asserted against the Company or its Subsidiaries that remain unpaid, settled, or withdrawn[175]. - The Company has not participated in any "listed transaction" as defined by Treasury Regulations, indicating a low risk of tax-related issues[175]. - There are no Encumbrances for Taxes on the Company's assets, ensuring clear ownership[175]. - The Company has complied with all applicable laws regarding employee benefit plans, with timely contributions made[178]. - No material liabilities related to employee benefit plans have been incurred that remain unsatisfied[181]. - The Company has not maintained any defined benefit pension plans or multiemployer plans in the last six years, reducing future liabilities[180]. - The consummation of the transactions will not trigger any additional payments or benefits to employees, maintaining cost control[186]. - Each Company Stock Option has been granted at an exercise price no less than the fair market value, ensuring compliance with valuation standards[189]. - Since January 1, 2023, the Company has not been involved in any collective bargaining agreements with labor unions[190]. - The Company and its Subsidiaries have complied with all applicable labor laws since January 1, 2023, with no material non-compliance issues reported[191]. - No allegations of sexual harassment or misconduct have been made against any managerial employees since January 1, 2023[192]. - The Company is not delinquent in payments to current or former employees, except for minor arrearages in the ordinary course of business[193]. - The Company has been in full compliance with the WARN Act since January 1, 2023, with no required notifications to employees[196]. - There have been no violations of applicable laws since January 1, 2023, that would be expected to be material to the Company[197]. - The Company has maintained compliance with Anti-Money Laundering Laws and anti-bribery laws since January 1, 2023[198]. - No disclosures or investigations related to non-compliance with Economic Sanctions or Anti-Money Laundering Laws have occurred since January 1, 2023[199]. - The Company has not received any notices alleging violations of Environmental Laws, and is in compliance with applicable Environmental Laws[200].

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among AQUARIAN HOLDINGS VI L.P., AQUARIAN BEACON MERGER SUB INC., AQUARIAN HOLDINGS LLC (solely for purposes of Section 5.7, Section 6.18, Section 6.19 and Section 9.13) and BRIGHTHOUSE FINANCIAL, INC. Dated as of November 6, 2025 Article I DEFINITIONS 2 Article II THE MERGER 21 Section 2.1 The Merger 21 Section 2.2 Closing 21 Section 2.3 Certificate of Incorporation and Bylaws of the Surviving Corporation 21 Section 2.4 Directors and Officer ...

Financial Performance - Total revenues for the three months ended September 30, 2025, increased to $13,380,685, up from $12,654,396 in the same period of 2024, representing a growth of 5.7%[17] - Net income for the three months ended September 30, 2025, was $855,009, compared to a net loss of $3,165,139 for the same period in 2024, indicating a significant turnaround[17] - The company reported a basic net income per share from continuing operations of $0.02 for the three months ended September 30, 2025, compared to a loss of $0.03 per share in the same period of 2024[17] - Net income for the nine months ended September 30, 2025, was $1,916,168, a significant improvement compared to a net loss of $(5,814,558) in the same period of 2024[22] - The company reported net cash paid for interest of $37,917 for the nine months ended September 30, 2025, down from $56,668 in 2024[24] - The Franchise Operations segment had a net income of $290,370 for the three months ended September 30, 2025, compared to a loss of $414,383 in the same period of 2024[129] Assets and Liabilities - Total current assets decreased from $74,577,448 as of December 31, 2024, to $60,502,361 as of September 30, 2025, representing a decline of approximately 18.9%[14] - Total liabilities decreased from $62,476,289 to $46,663,932, a reduction of approximately 25.4%[14] - Cash, cash equivalents, and restricted cash increased to $30,713,135 as of September 30, 2025, up from $21,995,436 in 2024[23] - The balance of accounts receivable as of September 30, 2025, was $2,901,028, reflecting a net increase of $2,525,927 during the nine months ended September 30, 2025[79] - As of September 30, 2025, the total liabilities from discontinued operations were $22,878,807, a decrease from $37,367,459 at the end of 2024[85] Cash Flow and Investments - Cash flows from operating activities resulted in a net cash used of $(1,058,973) for the nine months ended September 30, 2025, compared to net cash provided of $5,284,936 in 2024[22] - The company generated $7,778,287 from the sale of clinics during the nine months ended September 30, 2025, compared to $374,100 in 2024[22] - Cash equivalents as of September 30, 2025, had an approximate fair value of $19.1 million, determined using Level 1 inputs[93] - The Company had an allowance for credit losses of $0.3 million as of September 30, 2025, up from $0.2 million as of December 31, 2024, reflecting an increase in expected uncollectible amounts[39] Operational Highlights - The company plans to continue its rapid expansion of chiropractic clinics, focusing on franchising in key North American markets and potentially abroad[9] - The company aims to leverage its regional developer program to accelerate clinic openings across the country[9] - The company expects to continue expanding its franchise operations, as indicated by the 63 executed letters of intent for future clinic licenses[71] - The company opened 21 franchised clinics during the nine months ended September 30, 2025, compared to 46 in the same period of 2024[32] - The company has initiated a refranchising plan for its corporate clinic segment, which is expected to significantly impact operations and financial results[82] Revenue Streams - Franchise fees increased to $964,796 for the three months ended September 30, 2025, compared to $697,688 in 2024, reflecting a growth of 38.3%[17] - Advertising fund revenue rose to $2,344,833 for the three months ended September 30, 2025, compared to $2,247,663 in 2024, marking an increase of 4.3%[17] - Revenues from company-owned or managed clinics for the nine months ended September 30, 2025, were $44,068,960, a decrease of 16.5% from $52,732,070 in the same period of 2024[85] - The company recognized advertising fees received under franchise agreements as advertising fund revenue, contributing to overall revenue growth[74] Challenges and Risks - The nationwide labor shortage has negatively impacted recruitment efforts, which may limit growth strategies and reduce net revenues[10] - The company expects to utilize cash resources to support business operations amid a volatile macroeconomic environment in 2025[10] - The company recorded a loss on disposal of $3,746,449 for the nine months ended September 30, 2025, compared to a loss of $5,598,123 in 2024[86] Future Outlook - The anticipated closing of the Elite Chiro Group Transaction is expected on or before November 25, 2025[10] - The company plans to adopt ASU 2023-09 for the year ending December 31, 2025, which will enhance income tax disclosures[68] - Estimated future revenues from unsatisfied performance obligations total $13,811,047, with $639,221 expected to be recognized in 2025 and $2,504,387 in 2026[81]

Revenue Performance - For the three months ended September 30, 2025, total revenues decreased by 27.3% to $59.19 million from $81.44 million in the same period of 2024[128]. - For the nine months ended September 30, 2025, total revenue decreased by 30.1% to $154.3 million from $220.6 million in the same period in 2024[143]. - The India Biodiesel segment's revenue fell by 55.1% to $14.47 million from $32.26 million, with biodiesel sales volume dropping from 26.0 thousand metric tons to 12.5 thousand metric tons[128][130]. - India Biodiesel segment revenue fell by 67.6% to $29.1 million compared to $89.8 million in the prior year, primarily due to delays in issuing tenders and a shift to fixed price contracts[145]. - The California Ethanol segment generated $40.73 million in revenue, a 9.4% decrease from $44.93 million in 2024, with ethanol sales volume down by 5%[128]. Profitability - Gross profit for the California Ethanol segment turned negative at $(1.43) million, a significant decline from a profit of $0.085 million in 2024[138]. - The California Dairy Renewable Natural Gas segment's gross profit decreased by 31.5% to $1.30 million due to increased costs associated with additional digesters[138]. - Gross profit for the India Biodiesel segment turned negative at $(777,000) for the nine months ended September 30, 2025, compared to a profit of $6.98 million in 2024, reflecting reduced sales and a 51% increase in feedstock costs[151]. Costs and Expenses - Cost of goods sold for the California Ethanol segment decreased by 6.0% to $42.16 million, primarily due to a planned reduction in corn ground[135]. - Total cost of goods sold decreased by 25.7% to $162.8 million for the nine months ended September 30, 2025, from $219.2 million in 2024, driven by reduced sales volumes[146]. - Selling, general and administrative (SG&A) expenses as a percentage of revenue increased to 17% in the nine months ended September 30, 2025, from 13% in the same period in 2024[152]. - Interest expense increased by 17.4% to $34.1 million in the nine months ended September 30, 2025, compared to $29.1 million in 2024, due to higher variable interest rates and debt balances[152]. Cash Flow and Financing - Cash and cash equivalents rose to $5.6 million as of September 30, 2025, compared to $0.9 million at the end of 2024[155]. - Cash used in operating activities was $2.5 million, derived from a net loss of $71.7 million and changes in operating assets and liabilities of $45.8 million[163]. - Cash provided by financing activities was $16.4 million, primarily from $29.2 million in borrowings and $25.7 million from sales of common stock[165]. - During the nine months ended September 30, 2025, the company sold 13 million shares of common stock for net proceeds of $25.5 million[166]. - The outstanding balance of senior secured debt as of September 30, 2025, totaled $236.6 million, with future amendments to debt facilities subject to lender discretion[159]. - Total increases to debt amounted to $67.362 million, while total decreases to debt were $51.920 million, resulting in a net change in total debt of $15.442 million[160]. Operational Developments - The company is developing a SAF/RD production plant with a capacity of 90 million gallons per year, with significant progress in obtaining necessary permits[123]. - Planned CCUS projects aim to capture and sequester over two million metric tons of CO₂ per year, generating revenue from California LCFS credits and federal tax credits[124]. - The company is actively expanding its biogas collection pipeline, with 36 miles constructed and environmental approval for an additional 24 miles[119]. - The California Dairy Renewable Natural Gas segment sold 291.3 thousand MMBtu of RNG at an average price of $3.24 per MMBtu, up from $2.88 per MMBtu in the prior year[144]. Stock and Market Activity - The company has ongoing at-the-market stock sales registration allowing for continuous share sales into the market[166]. - There were no off-balance sheet arrangements reported[169].

Table of Contents 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 September 30, 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: 1-16129 FLUOR CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of (I.R.S. ...

Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited, expressed in thousands of United States dollars, unless otherwise stated) TABLE OF CONTENTS | Condensed Consolidated Interim Statements of Financial Position | 2 | | --- | --- | | Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss) | 3 | | Condensed Consolidated Interim Statements of Changes in Equity | 4 | | Condensed Consolidated Interim Statem ...

Table of Contents 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 October 3, 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 001-33076 WILLDAN GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) (IRS Employer Identification No.) Delaw ...