[Executive Summary](index=1&type=section&id=1.%20Executive%20Summary) McCormick reported strong Q3 2025 performance with volume-led growth, effective cost savings, and reaffirmed its commitment to shareholder value despite gross margin pressures [Key Performance Highlights (Q3 2025)](index=1&type=section&id=1.1.%20Key%20Performance%20Highlights%20(Q3%202025)) McCormick reported its fifth consecutive quarter of volume-led growth in Q3 2025, with net sales increasing 3% and organic sales up 2%, and despite gross margin pressure from rising costs and tariffs, operating income and earnings per share saw modest increases, reflecting effective cost savings initiatives - Q3 2025 marked the **fifth consecutive quarter of volume-led growth**, driven by investments in brands, expanded distribution, and innovation[2](index=2&type=chunk) - Gross margin was pressured by rising commodity costs and tariffs, but **operating profit growth was achieved through cost savings initiatives**[2](index=2&type=chunk) Q3 2025 Financial Highlights | Metric | Q3 2025 (As Reported) | Q3 2024 (As Reported) | YoY Change | Q3 2025 (Adjusted) | Q3 2024 (Adjusted) | YoY Change | | :---------------------- | :-------------------- | :-------------------- | :--------- | :----------------- | :----------------- | :--------- | | Net Sales | +3% | - | - | - | - | - | | Organic Sales Growth | +2% | - | - | - | - | - | | Operating Income | $289 million | $287 million | +0.7% | $294 million | $288 million | +2.1% | | Earnings per Share | $0.84 | $0.83 | +1.2% | $0.85 | $0.83 | +2.4% | [Chairman, President, and CEO's Remarks](index=1&type=section&id=1.2.%20Chairman,%20President,%20and%20CEO's%20Remarks) Brendan M. Foley highlighted the company's consistent volume-led growth, attributing it to strategic investments and effective cost savings, emphasizing strong demand for flavor, agility in adapting to market dynamics, and confidence in achieving the updated 2025 outlook, while also recognizing employee contributions - McCormick achieved its **fifth consecutive quarter of volume-led growth**, driven by brand investments, expanded distribution, and innovation[2](index=2&type=chunk) - Despite rising commodity costs and tariffs, **operating profit growth was sustained through effective cost savings initiatives**[2](index=2&type=chunk) - The company remains **confident in its sustained business momentum and ability to drive shareholder value**, supported by employee dedication and growth plans[4](index=4&type=chunk) [Third Quarter 2025 Financial Performance](index=2&type=section&id=2.%20Third%20Quarter%202025%20Financial%20Performance) McCormick's Q3 2025 financial performance showed consolidated net sales growth driven by volume/mix, but gross margin contracted due to higher costs, while operating income increased slightly due to SG&A savings [Consolidated Sales Metrics](index=2&type=section&id=2.1.%20Consolidated%20Sales%20Metrics) Consolidated net sales increased 2.7% in Q3 2025, with a 1.8% organic sales growth driven primarily by volume/mix, and foreign currency had a favorable 0.9% impact on total net sales Q3 2025 Sales Growth | Metric | Q3 2025 As Reported % Change | Q3 2025 Organic % Change | | :---------------- | :--------------------------- | :----------------------- | | Total Net Sales | 2.7 % | 1.8 % | | Total Consumer | 3.8 % | 2.6 % | | Total Flavor Solutions | 1.2 % | 0.6 % | - **Organic sales growth of 2% was volume-led**, with a **1% contribution from price**[7](index=7&type=chunk) - Foreign currency had a **1% favorable impact on net sales** in the third quarter[7](index=7&type=chunk) [Consolidated Profitability Metrics](index=2&type=section&id=2.2.%20Consolidated%20Profitability%20Metrics) Gross profit decreased by $5 million, with gross profit margin contracting 130 basis points (120 bps adjusted) due to higher commodity costs and tariffs, partially offset by cost savings, and operating income increased slightly, with adjusted operating income up 2% in constant currency, driven by lower SG&A expenses Q3 2025 Profitability Metrics | Metric | Q3 2025 As Reported | Q3 2024 As Reported | YoY Change | Q3 2025 Adjusted | Q3 2024 Adjusted | YoY Change | | :---------------------- | :------------------ | :------------------ | :--------- | :--------------- | :--------------- | :--------- | | Gross profit | $645.1 million | $649.9 million | (0.7)% | $646.1 million | $649.9 million | (0.6)% | | Gross profit margin | 37.4 % | 38.7 % | (130) bps | 37.5 % | 38.7 % | (120) bps | | Operating income | $288.7 million | $286.5 million | 0.8 % | $293.6 million | $288.4 million | 1.8 % | | Operating income margin | 16.7 % | 17.1 % | (40) bps | 17.0 % | 17.2 % | (20) bps | | Net income | $225.5 million | $223.1 million | 1.1 % | $229.1 million | $224.4 million | 2.1 % | | Diluted EPS | $0.84 | $0.83 | 1.2 % | $0.85 | $0.83 | 2.4 % | - **Gross profit margin contraction** was primarily due to **higher commodity costs, tariffs, and increased capacity costs**, partially offset by the CCI program[8](index=8&type=chunk) - **Adjusted operating income increased 2% in constant currency**, driven by **decreased SG&A expenses** (lower employee benefits, CCI savings) despite lower gross margin and increased marketing/technology investments[9](index=9&type=chunk) [Segment Performance](index=3&type=section&id=2.3.%20Segment%20Performance) The Consumer segment saw a 4% net sales increase and a 4% adjusted operating income increase, driven by higher sales and lower SG&A, while the Flavor Solutions segment had a 1% net sales increase but a 2% decrease in adjusted operating income due to higher commodity costs and tariffs [Consumer Segment](index=3&type=section&id=2.3.1.%20Consumer%20Segment) The Consumer segment achieved a 4% net sales increase and a 4% adjusted operating income increase, driven by volume, product mix, and reduced SG&A - Consumer segment net sales **increased 4% to $973 million**, with organic sales **up 3% driven by volume and product mix**[11](index=11&type=chunk) - Consumer segment adjusted operating income **increased 4% to $194 million** (**3% in constant currency**), primarily due to higher sales and decreased SG&A, partially offset by increased commodity costs and tariffs[12](index=12&type=chunk) [Flavor Solutions Segment](index=3&type=section&id=2.3.2.%20Flavor%20Solutions%20Segment) The Flavor Solutions segment reported a 1% net sales increase, primarily from pricing, but adjusted operating income declined 2% due to higher commodity costs and tariffs - Flavor Solutions segment net sales **increased 1% to $752 million**, with organic sales also **up 1% driven by price**[11](index=11&type=chunk) - Flavor Solutions segment adjusted operating income **decreased 2% to $100 million** (**2% in constant currency**), mainly due to **higher commodity costs and tariffs**, partially offset by pricing and decreased SG&A[12](index=12&type=chunk) [Fiscal Year 2025 Financial Outlook](index=3&type=section&id=3.%20Fiscal%20Year%202025%20Financial%20Outlook) McCormick's fiscal year 2025 outlook reaffirms sales growth but updates operating income and EPS guidance downward due to rising commodity costs and tariffs, while anticipating strong cash flow [Updated Financial Guidance](index=4&type=section&id=3.1.%20Updated%20Financial%20Guidance) McCormick reaffirmed its sales growth outlook for fiscal year 2025 but updated its operating income and earnings per share outlook to reflect rising commodity costs and incremental tariffs, with the updated guidance showing a slight reduction in expected operating income and EPS growth compared to prior guidance FY2025 Financial Outlook Comparison (October vs. June 2025 Guide) | Metric | Current Guide (Oct 2025) Reported | Current Guide (Oct 2025) Constant Currency | Prior Guide (June 2025) Reported | Prior Guide (June 2025) Constant Currency | | :---------------------- | :-------------------------------- | :--------------------------------------- | :------------------------------- | :-------------------------------------- | | Net sales growth | 0% to 2% | 1% to 3% | 0% to 2% | 1% to 3% | | Operating income growth | 1% to 3% | - | 2% to 4% | - | | Adjusted operating income growth | 2% to 4% | 3% to 5% | 3% to 5% | 4% to 6% | | EPS | $2.95 to $3.00 (1% to 3% growth) | - | $2.98 to $3.03 (2% to 4% growth) | - | | Adjusted EPS | $3.00 to $3.05 (2% to 4% growth) | 4% to 6% | $3.03 to $3.08 (3% to 5% growth) | 5% to 7% | - The updated outlook reflects **rising commodity costs and incremental tariffs**[3](index=3&type=chunk) [Key Outlook Expectations and Factors](index=4&type=section&id=3.2.%20Key%20Outlook%20Expectations%20and%20Factors) The 2025 outlook anticipates volume-led growth and gradual improvement in China Consumer, but gross margin expansion will be impacted by increased commodity costs and tariffs, and SG&A benefits from the CCI program are expected, partially offset by growth investments, with special charges and a higher tax rate also affecting profitability - The Company's fiscal 2025 outlook reflects **mitigation plans for tariffs currently in place**, which have increased since August 1, 2025, but **does not factor in potential new tariffs**[14](index=14&type=chunk) - Expectations include **total volume-led growth**, gradual improvement in China Consumer, and **gross margin expansion impacted by increased commodity costs and tariffs**[17](index=17&type=chunk) - **SG&A benefits from the CCI program are anticipated**, partially offset by growth investments in brand marketing and digital, with **special charges of $20 million expected** primarily for organizational and streamlining actions[17](index=17&type=chunk) - A **tax rate of approximately 22%** (versus 20.5% in 2024) and a **high-single digit year-over-year decline in income from unconsolidated operations** (due to U.S. dollar strengthening) are expected to partially offset operating income growth[17](index=17&type=chunk) [Cash Flow Outlook](index=5&type=section&id=3.3.%20Cash%20Flow%20Outlook) For fiscal 2025, McCormick expects strong cash flow, driven by profit generation and working capital initiatives, with a significant portion anticipated to be returned to shareholders through dividends - The Company expects **strong cash flow for fiscal 2025**, driven by profit and working capital initiatives[18](index=18&type=chunk) - A **significant portion of cash flow is anticipated to be returned to shareholders through dividends**[18](index=18&type=chunk) [Non-GAAP Financial Measures](index=5&type=section&id=4.%20Non-GAAP%20Financial%20Measures) McCormick utilizes non-GAAP financial measures to provide clearer insights into underlying performance by excluding special charges and the impact of foreign currency fluctuations, facilitating better comparisons and projections [Definition and Rationale](index=5&type=section&id=4.1.%20Definition%20and%20Rationale) McCormick uses non-GAAP financial measures like organic net sales, adjusted gross profit, and adjusted operating income to provide additional insights into its financial performance, and these measures exclude special charges, which are expenses related to cost reduction, process improvement, and competitiveness, to facilitate enhanced comparisons to prior periods and aid in future projections - **Non-GAAP financial measures** (e.g., organic net sales, adjusted gross profit, adjusted operating income) are presented as a complement to GAAP results[19](index=19&type=chunk) - **Special charges**, excluded from adjusted measures, consist of expenses related to fixed cost reduction, process improvement, and competitiveness, including transaction and integration costs[19](index=19&type=chunk) - These non-GAAP measures provide additional information for **enhanced comparisons to prior periods**, facilitate future projections, and are used by management to measure ongoing operations' profitability and analyze business performance[20](index=20&type=chunk) [Reconciliation of Non-GAAP Measures](index=6&type=section&id=4.2.%20Reconciliation%20of%20Non-GAAP%20Measures) The report provides detailed reconciliations of GAAP to non-GAAP financial measures for the three and nine months ended August 31, 2025 and 2024, covering gross profit, operating income, income tax expense, net income, and diluted earnings per share, highlighting the impact of special charges Reconciliation of GAAP to Adjusted Financial Measures (Q3 2025 vs. Q3 2024) | Metric | Q3 2025 GAAP | Impact of Special Charges | Q3 2025 Adjusted | Q3 2024 GAAP | Impact of Special Charges | Q3 2024 Adjusted | | :-------------------------- | :----------- | :------------------------ | :--------------- | :----------- | :------------------------ | :--------------- | | Gross profit | $645.1 | $1.0 | $646.1 | $649.9 | $0.0 | $649.9 | | Gross profit margin | 37.4 % | 0.1 % | 37.5 % | 38.7 % | 0.0 % | 38.7 % | | Operating income | $288.7 | $4.9 | $293.6 | $286.5 | $1.9 | $288.4 | | Operating income margin | 16.7 % | 0.3 % | 17.0 % | 17.1 % | 0.1 % | 17.2 % | | Income tax expense | $39.3 | $1.3 | $40.6 | $41.0 | $0.6 | $41.6 | | Income tax rate | 15.9 % | 0.2 % | 16.1 % | 16.7 % | 0.1 % | 16.8 % | | Net income | $225.5 | $3.6 | $229.1 | $223.1 | $1.3 | $224.4 | | Earnings per share - diluted | $0.84 | $0.01 | $0.85 | $0.83 | $0.00 | $0.83 | Reconciliation of GAAP to Adjusted Financial Measures (YTD 2025 vs. YTD 2024) | Metric | YTD 2025 GAAP | Impact of Special Charges | YTD 2025 Adjusted | YTD 2024 GAAP | Impact of Special Charges | YTD 2024 Adjusted | | :-------------------------- | :------------ | :------------------------ | :---------------- | :------------ | :------------------------ | :---------------- | | Gross profit | $1,871.9 | $1.0 | $1,872.9 | $1,868.8 | $0.0 | $1,868.8 | | Gross profit margin | 37.5 % | 0.0 % | 37.5 % | 37.9 % | 0.0 % | 37.9 % | | Operating income | $759.7 | $17.7 | $777.4 | $754.1 | $7.9 | $762.0 | | Operating income margin | 15.2 % | 0.4 % | 15.6 % | 15.3 % | 0.2 % | 15.5 % | | Income tax expense | $130.2 | $4.3 | $134.5 | $116.8 | $2.1 | $118.9 | | Income tax rate | 20.4 % | 0.1 % | 20.5 % | 18.4 % | 0.1 % | 18.5 % | | Net income | $562.8 | $13.4 | $576.2 | $573.3 | $5.8 | $579.1 | | Earnings per share - diluted | $2.09 | $0.05 | $2.14 | $2.13 | $0.02 | $2.15 | [Constant Currency and Organic Growth](index=7&type=section&id=4.3.%20Constant%20Currency%20and%20Organic%20Growth) McCormick provides constant currency and organic net sales growth rates to offer a clearer view of underlying performance by excluding the impact of foreign currency exchange rate fluctuations, acquisitions, and divestitures, allowing for enhanced comparability to prior periods and better insight into operations outside the U.S. - **Constant currency basis** is a non-GAAP measure that excludes the translation effects of changes in foreign currency exchange rates, providing insight into underlying operational performance outside the U.S.[24](index=24&type=chunk) - **Organic net sales growth rates** exclude the impact of foreign currency exchange rate fluctuations, acquisitions, and divestitures to provide transparency to underlying net sales performance[25](index=25&type=chunk) Q3 2025 Sales Growth: Reported vs. Constant Currency and Organic | Metric | Percentage Change as Reported | Impact of Foreign Currency Exchange | Percentage Change on a Constant Currency and Organic Basis | | :---------------------- | :---------------------------- | :---------------------------------- | :--------------------------------------------------------- | | Total Net Sales | 2.7 % | 0.9 % | 1.8 % | | Total Consumer | 3.8 % | 1.2 % | 2.6 % | | Total Flavor Solutions | 1.2 % | 0.6 % | 0.6 % | Q3 2025 Adjusted Operating Income Growth: Reported vs. Constant Currency | Segment | Percentage Change as Reported | Impact of Foreign Currency Exchange | Percentage Change on Constant Currency Basis | | :---------------------- | :---------------------------- | :---------------------------------- | :------------------------------------------- | | Consumer segment | 3.7 % | 0.5 % | 3.2 % | | Flavor Solutions segment | (1.8)% | (0.2)% | (1.6)% | | Total adjusted operating income | 1.8 % | 0.2 % | 1.6 % | [Company Information](index=10&type=section&id=5.%20Company%20Information) McCormick & Company, a global flavor leader with over $6.7 billion in annual sales, operates in Consumer and Flavor Solutions segments, while also providing cautionary forward-looking statements regarding future performance [About McCormick](index=11&type=section&id=5.1.%20About%20McCormick) McCormick & Company, Incorporated is a global flavor leader with over $6.7 billion in annual sales across 150 countries, manufacturing and distributing herbs, spices, seasonings, condiments, and flavors to various food industry sectors, operating in two complementary segments: Consumer and Flavor Solutions, and founded in 1889, the company is guided by its purpose to 'Stand Together for the Future of Flavor' and envisions 'A World United by Flavor' - McCormick is a **global leader in flavor with over $6.7 billion in annual sales** across 150 countries and territories[37](index=37&type=chunk) - The company operates in **two complementary segments, Consumer and Flavor Solutions**, which drive sustainable growth through scale, insights, and technology[37](index=37&type=chunk)[38](index=38&type=chunk) - McCormick's purpose is '**To Stand Together for the Future of Flavor**,' envisioning '**A World United by Flavor where healthy, sustainable, and delicious go hand in hand**'[38](index=38&type=chunk) [Forward-Looking Information](index=10&type=section&id=5.2.%20Forward-Looking%20Information) This section contains forward-looking statements regarding expected performance, sales growth, earnings, cost savings, and the impact of various factors like economic conditions, tariffs, and supply chain issues, and these statements are based on management's current views and involve risks and uncertainties that could cause actual results to differ materially, with the company disclaiming any obligation to update these statements - The release contains **forward-looking statements** regarding expected performance, including net sales, gross margin, earnings, cost savings, and the impact of foreign currency rates[33](index=33&type=chunk) - These statements are based on management's current views and assumptions and involve **risks and uncertainties that could significantly affect expected results**, such as the ability to drive revenue growth, offset inflationary pressures, and manage supply chain issues or trade policies[34](index=34&type=chunk)[35](index=35&type=chunk) - The company undertakes **no obligation to update or revise publicly any forward-looking statements**, except as required by law[36](index=36&type=chunk) [Unaudited Financial Statements](index=13&type=section&id=6.%20Unaudited%20Financial%20Statements) The unaudited financial statements for Q3 2025 detail McCormick's income, balance sheet, and cash flow, showing modest sales and net income growth, balance sheet shifts, and changes in cash flow activities [Consolidated Income Statement](index=13&type=section&id=6.1.%20Consolidated%20Income%20Statement) The consolidated income statement for the three and nine months ended August 31, 2025, shows a slight increase in net sales and net income compared to the prior year, despite a contraction in gross profit margin, and operating income also saw a modest increase, while interest expense decreased Consolidated Income Statement (Unaudited) - Q3 2025 vs. Q3 2024 | Metric | Three months ended Aug 31, 2025 | Three months ended Aug 31, 2024 | | :------------------------------------------ | :------------------------------ | :------------------------------ | | Net sales | $1,724.9 million | $1,679.8 million | | Cost of goods sold | $1,079.8 million | $1,029.9 million | | Gross profit | $645.1 million | $649.9 million | | Gross profit margin | 37.4 % | 38.7 % | | Selling, general and administrative expense | $352.5 million | $361.5 million | | Special charges | $3.9 million | $1.9 million | | Operating income | $288.7 million | $286.5 million | | Interest expense | $50.2 million | $53.5 million | | Net income | $225.5 million | $223.1 million | | Earnings per share - diluted | $0.84 | $0.83 | Consolidated Income Statement (Unaudited) - YTD 2025 vs. YTD 2024 | Metric | Nine months ended Aug 31, 2025 | Nine months ended Aug 31, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net sales | $4,989.9 million | $4,925.7 million | | Cost of goods sold | $3,118.0 million | $3,056.9 million | | Gross profit | $1,871.9 million | $1,868.8 million | | Gross profit margin | 37.5 % | 37.9 % | | Selling, general and administrative expense | $1,095.5 million | $1,106.8 million | | Special charges | $16.7 million | $7.9 million | | Operating income | $759.7 million | $754.1 million | | Interest expense | $149.7 million | $156.7 million | | Net income | $562.8 million | $573.3 million | | Earnings per share - diluted | $2.09 | $2.13 | [Consolidated Balance Sheet](index=14&type=section&id=6.2.%20Consolidated%20Balance%20Sheet) As of August 31, 2025, McCormick's consolidated balance sheet shows an increase in total assets, primarily driven by higher trade accounts receivable and inventories, and total liabilities decreased, mainly due to a reduction in long-term debt, leading to an increase in total shareholders' equity Consolidated Balance Sheet (Unaudited) - Aug 31, 2025 vs. Nov 30, 2024 | Metric | August 31, 2025 | November 30, 2024 | | :------------------------------------------ | :-------------- | :---------------- | | **Assets** | | | | Cash and cash equivalents | $94.9 million | $186.1 million | | Trade accounts receivable, net | $668.7 million | $587.4 million | | Inventories, net | $1,323.6 million| $1,239.9 million | | Total current assets | $2,224.0 million| $2,139.0 million | | Property, plant and equipment, net | $1,419.8 million| $1,413.0 million | | Goodwill | $5,314.2 million| $5,227.5 million | | Intangible assets, net | $3,302.5 million| $3,318.9 million | | Total assets | $13,247.0 million| $13,070.3 million | | **Liabilities** | | | | Short-term borrowings and current portion of long-term debt | $1,253.4 million| $748.3 million | | Trade accounts payable | $1,196.8 million| $1,238.1 million | | Total current liabilities | $3,120.0 million| $2,882.8 million | | Long-term debt | $3,104.9 million| $3,593.6 million | | Total liabilities | $7,463.4 million| $7,753.5 million | | **Shareholders' equity** | | | | Total shareholders' equity | $5,783.6 million| $5,316.8 million | - **Cash and cash equivalents decreased from $186.1 million to $94.9 million** from November 30, 2024, to August 31, 2025[42](index=42&type=chunk) - **Long-term debt decreased by approximately $488.7 million** from November 30, 2024, to August 31, 2025[42](index=42&type=chunk) [Consolidated Cash Flow Statement](index=15&type=section&id=6.3.%20Consolidated%20Cash%20Flow%20Statement) For the nine months ended August 31, 2025, net cash flow provided by operating activities decreased compared to the prior year, investing activities saw a lower net cash outflow, while financing activities resulted in a significantly higher net cash outflow, primarily due to increased dividends paid and lower net short-term borrowings Consolidated Cash Flow Statement (Unaudited) - YTD 2025 vs. YTD 2024 | Metric | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net income | $562.8 million | $573.3 million | | Net cash flow provided by operating activities | $420.2 million | $463.2 million | | Net cash flow used in investing activities | $(172.2) million | $(189.1) million | | Net cash flow used in financing activities | $(378.3) million | $(205.9) million | | Dividends paid | $(362.2) million | $(338.3) million | | Cash and cash equivalents at end of period | $94.9 million | $200.8 million | - **Net cash flow provided by operating activities decreased by $43.0 million** year-over-year[43](index=43&type=chunk) - **Net cash flow used in financing activities significantly increased**, primarily due to **higher dividends paid** and a substantial decrease in net short-term borrowings compared to the prior year[43](index=43&type=chunk)

[Executive Summary](index=1&type=section&id=Executive%20Summary) McCormick achieved volume-led growth in Q3 2025, with increased net sales and operating income, while updating its FY2025 outlook due to rising costs and tariffs [CEO Remarks](index=1&type=section&id=CEO%20Remarks) McCormick's Chairman, President, and CEO, Brendan M. Foley, highlighted the fifth consecutive quarter of volume-led growth in Q3 2025, driven by brand investments, expanded distribution, and innovation. Despite gross margin pressure from rising costs and tariffs, operating profit grew due to effective cost savings initiatives. The company remains confident in its ability to capture flavor demand and achieve its updated 2025 outlook, emphasizing employee contributions and a commitment to long-term growth. - Achieved **fifth consecutive quarter** of volume-led growth in Q3 2025, reflecting differentiation and investments in brands, distribution, and innovation[2](index=2&type=chunk) - Gross margin was pressured by rising commodity costs and tariffs due to the dynamic global trade environment[2](index=2&type=chunk) - Operating profit growth was driven by effective execution of cost savings initiatives, positioning McCormick for sustained long-term growth[2](index=2&type=chunk) [Q3 2025 Financial Highlights](index=1&type=section&id=Q3%202025%20Highlights) McCormick reported a 3% increase in net sales for the third quarter of 2025, with organic sales growing 2% primarily due to volume. Operating income and earnings per share also saw slight increases compared to the prior year, with adjusted figures showing stronger growth. Q3 2025 Financial Highlights | Metric | Q3 2025 (As Reported) | Q3 2024 (As Reported) | % Change (%) | Q3 2025 (Adjusted) | Q3 2024 (Adjusted) | % Change (%) | | :-------------------- | :-------------------- | :-------------------- | :------- | :----------------- | :----------------- | :------- | | Net Sales | - | - | 3% | - | - | - | | Organic Sales Growth | - | - | 2% | - | - | - | | Operating Income | $289 million | $287 million | 0.8% | $294 million | $288 million | 1.8% | | Earnings per Share | $0.84 | $0.83 | 1.2% | $0.85 | $0.83 | 2.4% | [FY 2025 Outlook Update](index=1&type=section&id=FY%202025%20Outlook%20Update) For fiscal year 2025, McCormick reaffirmed its sales growth outlook but updated its operating income and earnings per share outlook to account for rising commodity costs and incremental tariffs. - Reaffirmed sales growth outlook for fiscal year 2025[3](index=3&type=chunk) - Updated operating income and earnings per share outlook for fiscal year 2025 to reflect rising commodity costs and incremental tariffs[3](index=3&type=chunk) [Third Quarter 2025 Financial Results](index=2&type=section&id=Third%20Quarter%202025%20Financial%20Results) McCormick reported increased net sales driven by volume, though gross profit margins contracted due to higher costs, while operating income improved from SG&A efficiencies [Sales Performance](index=2&type=section&id=Sales%20Performance) McCormick's net sales increased 3% in the third quarter of 2025, with organic sales growing 2% driven by volume. The Consumer segment showed stronger growth, while the Flavor Solutions segment also contributed positively, primarily through pricing. Third Quarter 2025 Sales Metrics | Metric | As Reported % Change (%) | Volume/Mix (%) | Price (%) | Organic % Change (%) | | :-------------------- | :------------------- | :--------- | :---- | :--------------- | | Total Net Sales | 2.7 % | 1.2 % | 0.6 % | 1.8 % | | Total Consumer | 3.8 % | 2.2 % | 0.4 % | 2.6 % | | Total Flavor Solutions| 1.2 % | (0.3)% | 0.9 % | 0.6 % | - Net sales increased **3%** in Q3 2025, including a **1%** favorable impact from currency. Organic sales increased **2%**, driven by volume (more than **1%**) and price (**1%**)[7](index=7&type=chunk) - Consumer segment net sales increased **4%** (**3%** organic) to **$973 million**, driven by volume and product mix. Flavor Solutions segment net sales increased **1%** (**1%** organic) to **$752 million**, driven by price[11](index=11&type=chunk) [Profitability Analysis](index=2&type=section&id=Profitability%20Analysis) Gross profit decreased slightly, with margins contracting due to higher commodity costs and tariffs, partially offset by cost savings. Operating income and adjusted operating income increased, primarily driven by decreased SG&A expenses and CCI program savings, despite lower gross margin and increased investments. Third Quarter 2025 Profitability Metrics | Metric | Q3 2025 (As Reported) (million USD) | Q3 2024 (As Reported) (million USD) | % Change (%) | Q3 2025 (Adjusted) (million USD) | Q3 2024 (Adjusted) (million USD) | % Change (%) | | :-------------------- | :-------------------- | :-------------------- | :------- | :----------------- | :----------------- | :------- | | Gross profit | $645.1 | $649.9 | (0.7)% | $646.1 | $649.9 | (0.6)% | | Gross profit margin | 37.4 % | 38.7 % | (130) bps| 37.5 % | 38.7 % | (120) bps| | Operating income | $288.7 | $286.5 | 0.8% | $293.6 | $288.4 | 1.8% | | Operating income margin| 16.7 % | 17.1 % | (40) bps | 17.0 % | 17.2 % | (20) bps | | Net income | $225.5 | $223.1 | 1.1% | $229.1 | $224.4 | 2.1% | | Earnings per share - diluted| $0.84 | $0.83 | 1.2% | $0.85 | $0.83 | 2.4% | - Gross profit decreased by **$5 million**, and gross profit margin contracted **130 basis points** (**120 bps** adjusted) due to higher commodity costs, tariffs, and capacity costs, partially offset by CCI program cost savings[8](index=8&type=chunk) - Adjusted operating income increased **2%** in constant currency, driven by decreased SG&A expenses (lower employee benefits, CCI savings, streamlining) partially offset by lower gross margin, brand marketing, and technology investments[9](index=9&type=chunk) - Consumer segment adjusted operating income increased **4%** (**3%** in constant currency) due to higher sales and decreased SG&A, partially offset by increased commodity costs and tariffs. Flavor Solutions segment adjusted operating income decreased **2%** (**2%** in constant currency) due to higher commodity costs and tariffs, partially offset by pricing and decreased SG&A[12](index=12&type=chunk) [Fiscal Year 2025 Financial Outlook](index=3&type=section&id=Fiscal%20Year%202025%20Financial%20Outlook) McCormick reaffirmed its sales growth outlook for FY2025 but adjusted operating income and EPS guidance to reflect commodity costs and tariffs, while anticipating strong cash flow [Updated Guidance](index=4&type=section&id=Updated%20Guidance) McCormick updated its fiscal year 2025 guidance for operating income and EPS, reflecting the impact of rising commodity costs and incremental tariffs. Net sales growth outlook remains unchanged. Fiscal Year 2025 Financial Guidance Update | Metric | Current Guide (Oct 2025) Reported | Current Guide (Oct 2025) Constant Currency | Prior Guide (June 2025) Reported | Prior Guide (June 2025) Constant Currency | | :-------------------- | :-------------------------------- | :--------------------------------------- | :------------------------------- | :-------------------------------------- | | Net sales growth | 0% to 2% (%) | 1% to 3% (%) | 0% to 2% (%) | 1% to 3% (%) | | Operating income | 1% to 3% (%) | - (%) | 2% to 4% (%) | - (%) | | Adjusted operating income| 2% to 4% (%) | 3% to 5% (%) | 3% to 5% (%) | 4% to 6% (%) | | Earnings per share (EPS)| $2.95 to $3.00 (1% to 3%) | - | $2.98 to $3.03 (2% to 4%) | - | | Adjusted EPS | $3.00 to $3.05 (2% to 4%) | 4% to 6% | $3.03 to $3.08 (3% to 5%) | 5% to 7% | - Foreign currency rates are expected to unfavorably impact net sales by **1%**, adjusted operating income by **1%**, and adjusted earnings per share by **2%**[16](index=16&type=chunk) [Key Factors and Expectations](index=4&type=section&id=Key%20Factors%20and%20Expectations) The 2025 outlook incorporates mitigation plans for tariffs and anticipates continued volume-led growth, gradual improvement in China Consumer, and gross margin pressure from commodity costs and tariffs. SG&A benefits from the CCI program are expected to be partially offset by growth investments. - Outlook reflects mitigation plans for tariffs currently in place, which have increased since August 1, 2025. Mitigation actions include sourcing plans, cost savings, and revenue growth management[14](index=14&type=chunk) - Expectations include total volume-led growth, gradual improvement in China Consumer, and gross margin expansion impacted by increased commodity costs and tariffs[17](index=17&type=chunk) - SG&A benefits from the CCI program (including streamlining initiatives) are anticipated, partially offset by growth investments in brand marketing and digital. Special charges of **$20 million** are expected, primarily for organizational and streamlining actions[17](index=17&type=chunk) [Cash Flow and Shareholder Returns](index=5&type=section&id=Cash%20Flow%20and%20Shareholder%20Returns) For fiscal 2025, McCormick expects strong cash flow driven by profit and working capital initiatives, with a significant portion anticipated to be returned to shareholders through dividends. - Strong cash flow is expected for fiscal 2025, driven by profit and working capital initiatives[18](index=18&type=chunk) - A significant portion of cash flow is anticipated to be returned to shareholders through dividends[18](index=18&type=chunk) [Non-GAAP Financial Measures Reconciliation](index=5&type=section&id=Non-GAAP%20Financial%20Measures%20Reconciliation) McCormick uses non-GAAP measures to provide clearer insights into operational performance by excluding special charges, acquisitions, and foreign currency impacts [Definition and Purpose](index=5&type=section&id=Definition%20and%20Purpose) McCormick utilizes non-GAAP financial measures such as organic net sales, adjusted gross profit, adjusted operating income, and adjusted EPS to complement GAAP results. These measures exclude special charges, acquisitions/divestitures, and foreign currency impacts to provide enhanced comparability to prior periods and better insight into underlying operational performance and trends. - Non-GAAP financial measures (e.g., organic net sales, adjusted gross profit, adjusted operating income, adjusted EPS) are used to complement GAAP results[19](index=19&type=chunk) - These measures exclude special charges (expenses for cost reduction, process improvement, competitiveness, and transaction/integration costs), acquisitions/divestitures, and foreign currency impacts[19](index=19&type=chunk)[25](index=25&type=chunk) - The purpose is to provide additional information for enhanced comparisons to prior periods, facilitate future projections, measure ongoing profitability, and analyze business performance and trends[20](index=20&type=chunk) [Q3 and YTD Reconciliation Tables](index=6&type=section&id=Q3%20and%20YTD%20Reconciliation%20Tables) The provided tables reconcile GAAP financial measures to their adjusted non-GAAP counterparts for the three and nine months ended August 31, 2025, and 2024. Key adjustments include special charges impacting gross profit, operating income, income tax expense, and net income. Reconciliation of GAAP to Adjusted Financial Measures (Q3 and YTD) | Metric | Three Months Ended 8/31/2025 (million USD) | Three Months Ended 8/31/2024 (million USD) | Nine Months Ended 8/31/2025 (million USD) | Nine Months Ended 8/31/2024 (million USD) | | :-------------------------------- | :--------------------------- | :--------------------------- | :-------------------------- | :-------------------------- | | Gross profit (GAAP) | $645.1 | $649.9 | $1,871.9 | $1,868.8 | | Impact of special charges | $1.0 | $0.0 | $1.0 | $0.0 | | Adjusted gross profit | $646.1 | $649.9 | $1,872.9 | $1,868.8 | | Operating income (GAAP) | $288.7 | $286.5 | $759.7 | $754.1 | | Impact of special charges | $4.9 | $1.9 | $17.7 | $7.9 | | Adjusted operating income | $293.6 | $288.4 | $777.4 | $762.0 | | Net income (GAAP) | $225.5 | $223.1 | $562.8 | $573.3 | | Impact of special charges | $3.6 | $1.3 | $13.4 | $5.8 | | Adjusted net income | $229.1 | $224.4 | $576.2 | $579.1 | | Earnings per share - diluted (GAAP)| 0.84 USD | 0.83 USD | 2.09 USD | 2.13 USD | | Impact of special charges | 0.01 USD | 0.00 USD | 0.05 USD | 0.02 USD | | Adjusted earnings per share - diluted| 0.85 USD | 0.83 USD | 2.14 USD | 2.15 USD | [Constant Currency and Organic Growth Rates](index=7&type=section&id=Constant%20Currency%20and%20Organic%20Growth%20Rates) McCormick provides constant currency and organic growth rates to isolate the impact of foreign exchange fluctuations and other non-operational factors. For Q3 2025, total net sales grew 1.8% on a constant currency and organic basis, with varying performance across segments and regions. Year-to-date, total net sales also showed a 1.8% organic growth. - Constant currency basis excludes the translation effects of changes in foreign currency exchange rates to provide insight into underlying operational performance[24](index=24&type=chunk) - Organic net sales growth rates exclude the effect of foreign currency exchange rate fluctuations, acquisitions, and divestitures to show underlying sales performance[25](index=25&type=chunk) Percentage Change on Constant Currency and Organic Basis (Q3 2025) | Metric | Percentage Change as Reported (%) | Impact of Foreign Currency Exchange (%) | Percentage Change on a Constant Currency and Organic Basis (%) | | :-------------------- | :---------------------------- | :---------------------------------- | :--------------------------------------------------------- | | Total Net Sales | 2.7 % | 0.9 % | 1.8 % | | Total Consumer | 3.8 % | 1.2 % | 2.6 % | | Americas | 2.7 % | 0.0 % | 2.7 % | | EMEA | 11.4 % | 7.0 % | 4.4 % | | APAC | 0.0 % | 0.8 % | (0.8)% | | Total Flavor Solutions| 1.2 % | 0.6 % | 0.6 % | | Americas | 0.1 % | (0.8)% | 0.9 % | | EMEA | 2.1 % | 5.2 % | (3.1)% | | APAC | 7.7 % | 1.4 % | 6.3 % | Percentage Change on Constant Currency Basis (Adjusted Operating Income, Q3 2025) | Segment | Percentage Change as Reported (%) | Impact of Foreign Currency Exchange (%) | Percentage Change on Constant Currency Basis (%) | | :-------------------- | :---------------------------- | :---------------------------------- | :------------------------------------------- | | Consumer segment | 3.7 % | 0.5 % | 3.2 % | | Flavor Solutions segment| (1.8)% | (0.2)% | (1.6)% | | Total adjusted operating income| 1.8 % | 0.2 % | 1.6 % | [FY2025 Outlook Reconciliation](index=9&type=section&id=FY2025%20Outlook%20Reconciliation) The fiscal year 2025 projections for net sales, adjusted operating income, and adjusted earnings per share are also presented on a constant currency basis, with foreign currency exchange expected to have an unfavorable impact across these metrics. The reconciliation of estimated GAAP EPS to adjusted EPS for 2025 is also provided. FY2025 Projection on Constant Currency Basis | Metric | Projection for the Year Ending November 30, 2025 (%) | | :------------------------------------------------ | :----------------------------------------------- | | Percentage change in net sales | 0% to 2% | | Impact of unfavorable foreign currency exchange | 1 % | | Percentage change in net sales in constant currency| 1% to 3% | | Percentage change in adjusted operating income | 2% to 4% | | Impact of unfavorable foreign currency exchange | 1 % | | Percentage change in adjusted operating income in constant currency| 3% to 5% | | Percentage change in adjusted earnings per share diluted| 2% to 4% | | Impact of unfavorable foreign currency exchange | 2 % | | Percentage change in adjusted earnings per share in constant currency - diluted| 4% to 6% | Reconciliation of Estimated EPS to Adjusted EPS (FY2025) | Metric | 2025 Projection (USD) | 11/30/24 (USD) | | :-------------------------- | :-------------- | :------- | | Earnings per share - diluted| 2.95 to 3.00 | 2.92 | | Impact of special charges | 0.05 | 0.03 | | Adjusted earnings per share - diluted| 3.00 to 3.05 | 2.95 | [Company Information](index=10&type=section&id=Company%20Information) McCormick is a global flavor leader operating in two segments, with its forward-looking statements highlighting potential risks and uncertainties affecting future performance [About McCormick](index=11&type=section&id=About%20McCormick) McCormick & Company, Incorporated is a global flavor leader with over $6.7 billion in annual sales across 150 countries. It manufactures and distributes herbs, spices, seasonings, condiments, and flavors to various food industry sectors. Operating in two complementary segments, Consumer and Flavor Solutions, McCormick leverages its portfolio and insights to capitalize on consumer demand for flavor, guided by its purpose to Stand Together for the Future of Flavor. - McCormick & Company is a global leader in flavor, with over **$6.7 billion** in annual sales across **150** countries and territories[37](index=37&type=chunk) - The company manufactures, markets, and distributes herbs, spices, seasonings, condiments, and flavors to retailers, food manufacturers, and foodservice businesses[37](index=37&type=chunk) - Operates in two segments: Consumer and Flavor Solutions, which complement each other and drive sustainable growth[37](index=37&type=chunk)[38](index=38&type=chunk) [Forward-Looking Statements](index=10&type=section&id=Forward-Looking%20Statements) This section contains forward-looking statements regarding expected performance, sales growth, earnings, cost savings, and other financial and operational aspects. These statements are based on management's current views and assumptions, involving risks and uncertainties that could materially affect actual results, and the company undertakes no obligation to update them. - The release contains "forward-looking statements" concerning expected performance, including net sales, gross margin, earnings, cost savings, and the impact of foreign currency rates[33](index=33&type=chunk) - These statements are based on management's current views and assumptions and involve risks and uncertainties that could significantly affect expected results[34](index=34&type=chunk) - Risks include general economic conditions, consumer spending, supply chain issues, commodity prices, tariffs, competition, and the ability to drive productivity improvements[33](index=33&type=chunk)[35](index=35&type=chunk) [Financial Statements (Unaudited)](index=13&type=section&id=Financial%20Statements%20(Unaudited)) Unaudited consolidated financial statements for Q3 and YTD 2025 detail the company's income, balance sheet, and cash flows, showing key financial positions and performance [Consolidated Income Statement](index=13&type=section&id=Consolidated%20Income%20Statement) The unaudited consolidated income statement for the three and nine months ended August 31, 2025, and 2024, shows net sales, cost of goods sold, gross profit, operating income, and net income, along with earnings per share. Consolidated Income Statement (Unaudited) | Metric | Three months ended Aug 31, 2025 (million USD) | Three months ended Aug 31, 2024 (million USD) | Nine months ended Aug 31, 2025 (million USD) | Nine months ended Aug 31, 2024 (million USD) | | :------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net sales | $1,724.9 | $1,679.8 | $4,989.9 | $4,925.7 | | Cost of goods sold | $1,079.8 | $1,029.9 | $3,118.0 | $3,056.9 | | Gross profit | $645.1 | $649.9 | $1,871.9 | $1,868.8 | | Gross profit margin | 37.4 % | 38.7 % | 37.5 % | 37.9 % | | Selling, general and administrative expense| $352.5 | $361.5 | $1,095.5 | $1,106.8 | | Special charges | $3.9 | $1.9 | $16.7 | $7.9 | | Operating income | $288.7 | $286.5 | $759.7 | $754.1 | | Interest expense | $50.2 | $53.5 | $149.7 | $156.7 | | Other income, net | $9.4 | $13.2 | $29.0 | $36.7 | | Income from consolidated operations before income taxes| $247.9 | $246.2 | $639.0 | $634.1 | | Income tax expense | $39.3 | $41.0 | $130.2 | $116.8 | | Net income from consolidated operations| $208.6 | $205.2 | $508.8 | $517.3 | | Income from unconsolidated operations | $16.9 | $17.9 | $54.0 | $56.0 | | Net income | $225.5 | $223.1 | $562.8 | $573.3 | | Earnings per share - diluted | 0.84 USD | 0.83 USD | 2.09 USD | 2.13 USD | [Consolidated Balance Sheet](index=14&type=section&id=Consolidated%20Balance%20Sheet) The unaudited consolidated balance sheet as of August 31, 2025, and November 30, 2024, presents the company's assets, liabilities, and shareholders' equity. Key changes include an increase in total assets and shareholders' equity, while total liabilities slightly decreased. Consolidated Balance Sheet (Unaudited) | Metric | August 31, 2025 (million USD) | November 30, 2024 (million USD) | | :------------------------------------- | :-------------- | :---------------- | | **Assets** | | | | Cash and cash equivalents | $94.9 | $186.1 | | Trade accounts receivable, net | $668.7 | $587.4 | | Inventories, net | $1,323.6 | $1,239.9 | | Total current assets | $2,224.0 | $2,139.0 | | Property, plant and equipment, net | $1,419.8 | $1,413.0 | | Goodwill | $5,314.2 | $5,227.5 | | Intangible assets, net | $3,302.5 | $3,318.9 | | Total assets | $13,247.0 | $13,070.3 | | **Liabilities** | | | | Short-term borrowings and current portion of long-term debt| $1,253.4 | $748.3 | | Trade accounts payable | $1,196.8 | $1,238.1 | | Total current liabilities | $3,120.0 | $2,882.8 | | Long-term debt | $3,104.9 | $3,593.6 | | Total liabilities | $7,463.4 | $7,753.5 | | **Shareholders' equity** | | | | Total McCormick shareholders' equity | $5,752.8 | $5,291.0 | | Total shareholders' equity | $5,783.6 | $5,316.8 | | Total liabilities and shareholders' equity| $13,247.0 | $13,070.3 | [Consolidated Cash Flow Statement](index=15&type=section&id=Consolidated%20Cash%20Flow%20Statement) The unaudited consolidated cash flow statement for the nine months ended August 31, 2025, and 2024, details cash flows from operating, investing, and financing activities. Net cash provided by operating activities decreased, while net cash used in investing activities also decreased. Net cash used in financing activities significantly increased. Consolidated Cash Flow Statement (Unaudited) | Metric | Nine Months Ended Aug 31, 2025 (million USD) | Nine Months Ended Aug 31, 2024 (million USD) | | :------------------------------------- | :----------------------------- | :----------------------------- | | Net cash flow provided by operating activities| $420.2 | $463.2 | | Net cash flow used in investing activities| ($172.2) | ($189.1) | | Net cash flow used in financing activities| ($378.3) | ($205.9) | | Effect of exchange rate changes on cash and cash equivalents| $39.1 | ($34.0) | | Increase (decrease) in cash and cash equivalents| ($91.2) | $34.2 | | Cash and cash equivalents at end of period| $94.9 | $200.8 | - Net cash flow provided by operating activities decreased from **$463.2 million** in 2024 to **$420.2 million** in 2025[43](index=43&type=chunk) - Net cash flow used in financing activities significantly increased from **$205.9 million** in 2024 to **$378.3 million** in 2025, primarily due to higher dividends paid and common stock acquired by purchase[43](index=43&type=chunk)

[Company Overview & Q1 FY26 Highlights](index=1&type=section&id=Company%20Overview%20%26%20Q1%20FY26%20Highlights) AXIL Brands reported strong Q1 FY2026 results, with increased net sales, profitability, and strategic business growth [Introduction](index=1&type=section&id=Introduction) AXIL Brands announced Q1 FY2026 results, highlighting its AXIL hearing and Reviv3 beauty product lines - AXIL Brands, Inc. (AXIL) announced its first-quarter fiscal year 2026 financial results[1](index=1&type=chunk) - The company primarily offers AXIL hearing protection and enhancement products, alongside Reviv3 hair and skin care products[1](index=1&type=chunk) [Financial Highlights for the Quarter Ended August 31, 2025](index=1&type=section&id=Financial%20Highlights%20for%20the%20Quarter%20Ended%20August%2031%2C%202025) AXIL Brands achieved significant Q1 FY2026 financial improvements, with net sales up 17.2%, turning profitable, and strong net income and adjusted EBITDA Q1 FY2026 Key Financial Data | Metric | August 31, 2025 (1Q26) | Prior Year Period | Change | Change Rate | | :-------------------------------- | :-------------------- | :--------- | :----- | :------- | | Net Sales | $6.9 million | $5.9 million | +$1.0 million | +17.2% | | Gross Margin | 67.6% | 71.0% | -3.4% | - | | Operating Expenses as % of Net Sales | 61.6% | 73.4% | -11.8% | - | | Operating Income (Loss) | $0.4 million | $(0.1) million | +$0.5 million | Turnaround to Profit | | Net Income (Loss) | $0.3 million | $(0.1) million | +$0.4 million | Turnaround to Profit | | Adjusted EBITDA | $0.7 million | $0.2 million | +$0.5 million | +291.3% | | Cash Flow from Operating Activities | $(0.7) million (Used) | $0.9 million (Provided) | - | - | | Cash at Period End | $4.1 million | $4.8 million (May 31) | $(0.7) million | - | | Basic and Diluted EPS (Loss) | $0.05 / $0.04 | $(0.02) | +$0.07 / +$0.06 | Turnaround to Profit | [Recent Business Highlights](index=1&type=section&id=Recent%20Business%20Highlights) The company made business expansion progress, including AXIL hearing products entering Costco and the full launch of Reviv3 Procare at Chatters, Canada's largest salon retailer - AXIL hearing products, including XCOR SE earplugs (in-store and Costco.com) and X30i filter earplug bundles (Costco.com only), expanded into Costco channels[4](index=4&type=chunk) - The full line of Reviv3 Procare products launched at Chatters, Canada's largest salon retailer with over 115 salons[4](index=4&type=chunk) [Management Commentary](index=2&type=section&id=Management%20Commentary) Management highlights Q1 FY2026's strong financial turnaround, strategic channel diversification, product innovation, and solid liquidity [CEO's Statement on Q1 Performance](index=2&type=section&id=CEO's%20Statement%20on%20Q1%20Performance) CEO Jeff Toghraie noted Q1 FY2026 revenue shifted towards retail, driven by initial shipments to a new national membership chain, boosting total revenue by 17% and achieving significant operating leverage through stringent expense management - The Q1 revenue mix shifted more towards retail channels, primarily driven by initial shipments of AXIL hearing products to a new national membership retail chain[5](index=5&type=chunk) - Despite a **$1.0 million increase in revenue** (17% total revenue growth, 25% for AXIL branded hearing products), operating expenses remained flat year-over-year, decreasing from 73% to **62% of sales** this quarter[6](index=6&type=chunk) - Net income increased from a **$0.1 million net loss** in Q1 FY2025 to a **$0.3 million net income** in Q1 FY2026, with EBITDA growing by **$0.6 million** and turning positive[6](index=6&type=chunk) [Strategic Focus and Channel Diversification](index=2&type=section&id=Strategic%20Focus%20and%20Channel%20Diversification) The company's 18-month strategic focus has been diversifying revenue channels to balance online, offline retail, and international distribution, with wholesale retail offering higher profitability and operating leverage despite slightly lower gross margins due to reduced sales and marketing costs - The strategic focus over the past 18 months has been diversifying revenue channels to establish a more stable and balanced mix of owned e-commerce, offline retail, and international distribution[7](index=7&type=chunk) - An increased wholesale retail revenue mix is expected to benefit the company by providing **higher profitability and operating leverage** compared to online e-commerce channels[7](index=7&type=chunk) - The company will continue seeking additional retail distribution channels to enhance customer awareness of AXIL hearing enhancement and protection products[8](index=8&type=chunk) [Product Innovation and Roadmap](index=2&type=section&id=Product%20Innovation%20and%20Roadmap) AXIL Brands will continue innovation, planning multiple new or next-generation product launches over the next two to three quarters, starting with the GS Extreme 3.0 for the holiday season - The product roadmap includes launching multiple new or next-generation products over the next two to three quarters[9](index=9&type=chunk) - The next-generation GS Extreme 3.0 product is planned for a holiday season launch[9](index=9&type=chunk) [Balance Sheet and Liquidity](index=2&type=section&id=Balance%20Sheet%20and%20Liquidity) Inventory increased as expected to meet wholesale and new customer orders, with normalization anticipated; cash balance was **$4.1 million** at Q1 FY2026 end, deemed sufficient for strategic and growth objectives - Inventory significantly increased due to additional product supply required for wholesale business and initial purchase orders from new customers[10](index=10&type=chunk) - Cash balance was **$4.1 million** at the end of Q1 FY2026, which the company believes is sufficient to internally fund its strategy and growth objectives[10](index=10&type=chunk) [Hair and Skin Care Segment Outlook](index=3&type=section&id=Hair%20and%20Skin%20Care%20Segment%20Outlook) The company believes the Reviv3 hair and skin care business can exceed its current state, with strategic leadership additions and a new partnership with Chatters in Canada poised to add value and create sustainable shareholder value, particularly in the professional beauty channel - The hair and skin care business (Reviv3 line) has the potential to become a significant asset for the company[11](index=11&type=chunk) - Strategic leadership additions have been made to this business unit, with plans for further team strengthening[11](index=11&type=chunk) - The new partnership with Chatters, a top salon chain in Canada, demonstrates the leadership's ability to generate meaningful impact[11](index=11&type=chunk) [Concluding Remarks](index=3&type=section&id=Concluding%20Remarks) Management remains focused on execution for long-term growth across both product segments and is encouraged by Q1 performance and FY2026 business trends to date - The company will continue to focus on execution to achieve meaningful long-term growth across both product segments[12](index=12&type=chunk) - The company has built a solid foundation to support sustainable growth and operational efficiency and is encouraged by Q1 performance and FY2026 business trends to date[12](index=12&type=chunk) [Non-GAAP Financial Measures](index=3&type=section&id=Non-GAAP%20Financial%20Measures) This section explains the company's use of non-GAAP financial metrics like EBITDA and Adjusted EBITDA to provide additional insights into financial performance and trends [Explanation of Non-GAAP Measures](index=3&type=section&id=Explanation%20of%20Non-GAAP%20Measures) The company uses non-GAAP financial measures like EBITDA and Adjusted EBITDA, adjusting GAAP net income for income taxes, interest, depreciation, amortization, and stock-based compensation, to provide useful insights into financial condition and operating performance trends, aiding management in period-over-period business assessment, though comparability with other companies may vary - EBITDA is calculated by adjusting GAAP net income for income taxes, interest income or expense, and depreciation and amortization[13](index=13&type=chunk) - Adjusted EBITDA further adjusts EBITDA for stock-based compensation expense[13](index=13&type=chunk) - The company believes these non-GAAP measures provide useful information regarding its financial condition and operating performance, and management considers them important indicators for assessing business trends[13](index=13&type=chunk) [Consolidated EBITDA and Adjusted EBITDA Reconciliation](index=4&type=section&id=Consolidated%20EBITDA%20and%20Adjusted%20EBITDA%20Reconciliation) In Q1 FY2026, both EBITDA and Adjusted EBITDA significantly improved, with Adjusted EBITDA growing **291.3%** year-over-year and increasing from **2.9% to 9.8% of net sales** Consolidated EBITDA and Adjusted EBITDA Reconciliation | Metric | August 31, 2025 | August 31, 2024 | | :----------------------------------- | :------------- | :------------- | | Net Income (Loss) (GAAP) | $334,294 | $(109,805) | | Provision for Income Taxes | $115,058 | - | | Net Interest Income | $(36,296) | $(28,631) | | Depreciation and Amortization | $62,087 | $12,895 | | **Total EBITDA (Non-GAAP)** | **$475,143** | **$(125,541)** | | Adjustments: | | | | Stock-based Compensation | $199,212 | $297,864 | | **Total Adjusted EBITDA (Non-GAAP)** | **$674,355** | **$172,323** | | Net Sales (GAAP) | $6,856,218 | $5,851,2

[FORM 10-Q Cover Page](index=1&type=section&id=FORM%2010-Q%20Cover%20Page) AXIL Brands, Inc. filed its Form 10-Q for Q1 FY2026, trading on NYSE American as a non-accelerated, smaller reporting company - AXIL Brands, Inc. filed its Quarterly Report on Form 10-Q for the period ended August 31, 2025, with its common stock traded on The NYSE American LLC under the symbol **AXIL**, classified as a **non-accelerated filer** and a **smaller reporting company**[2](index=2&type=chunk)[3](index=3&type=chunk)[4](index=4&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section warns that forward-looking statements are subject to various risks and uncertainties that could materially alter actual results - The report contains forward-looking statements regarding future events and financial performance, which are subject to various risks and uncertainties that could cause actual results to differ materially[8](index=8&type=chunk)[9](index=9&type=chunk)[10](index=10&type=chunk) [PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [ITEM 1. FINANCIAL STATEMENTS (Unaudited)](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(Unaudited)) This section presents the unaudited consolidated financial statements, including balance sheets, statements of operations, equity, and cash flows, with explanatory notes [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) Total assets and liabilities increased, driven by accounts receivable, inventory, and accounts payable, alongside a rise in stockholders' equity | Metric | August 31, 2025 (Unaudited) | May 31, 2025 | | :-------------------------------- | :-------------------------- | :----------- | | **Total Assets** | **$15,355,888** | **$12,869,795** | | Cash | $4,086,624 | $4,769,854 | | Accounts receivable, net | $2,778,751 | $1,003,945 | | Inventory, net | $3,889,462 | $2,533,658 | | **Total Liabilities** | **$5,162,674** | **$3,210,087** | | Accounts payable | $2,391,752 | $866,573 | | Income tax liability | $501,370 | $310,369 | | **Total Stockholders' Equity** | **$10,193,214** | **$9,659,708** | [Consolidated Statements of Operations](index=8&type=section&id=Consolidated%20Statements%20of%20Operations) The company achieved net income in Q1 2025, a turnaround from a prior-year net loss, driven by increased sales and operating efficiency | Metric | Three months ended August 31, 2025 | Three months ended August 31, 2024 | | :-------------------------------- | :--------------------------------- | :--------------------------------- | | Sales, net | $6,856,218 | $5,851,272 | | Cost of sales | $2,221,284 | $1,697,624 | | Gross profit | $4,634,934 | $4,153,648 | | Total Operating Expenses | $4,223,196 | $4,294,350 | | Income (Loss) from Operations | $411,738 | $(140,702) | | Provision for income taxes | $115,058 | $- | | NET INCOME (LOSS) | $334,294 | $(109,805) | | Basic EPS | $0.05 | $(0.02) | | Diluted EPS | $0.04 | $(0.02) | [Consolidated Statements of Changes in Stockholders' Equity](index=9&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity increased due to net income and stock-based compensation, with prior-year preferred stock conversions also impacting capital | Metric | August 31, 2025 | May 31, 2025 | | :-------------------------- | :-------------- | :----------- | | Total Stockholders' Equity | $10,193,214 | $9,659,708 | | Net income for the period | $334,294 | N/A | | Stock options expense | $176,488 | N/A | | Stock-based compensation | $22,724 | N/A | - For the three months ended August 31, 2024, preferred stock conversions resulted in **555,913 shares of common stock**[21](index=21&type=chunk) [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash decreased due to operating activities, driven by increased accounts receivable and inventory, partially offset by financing activities | Cash Flow Activity | Three months ended August 31, 2025 | Three months ended August 31, 2024 | | :----------------------------------- | :--------------------------------- | :--------------------------------- | | Net cash (used in)/provided by operating activities | $(739,194) | $897,318 | | Net cash used in investing activities | $(94,497) | $(41,840) | | Net cash provided by financing activities | $150,461 | $39,370 | | Net (decrease)/increase in cash | $(683,230) | $894,848 | | Cash - End of period | $4,086,624 | $4,148,724 | [Condensed Notes to Unaudited Consolidated Financial Statements](index=11&type=section&id=Condensed%20Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of accounting policies, financial statement line items, and other relevant disclosures [Note 1 – Organization](index=11&type=section&id=Note%201%20%E2%80%93%20Organization) AXIL Brands, Inc. manufactures and distributes high-tech hearing and audio protection, and hair/skin care products globally - AXIL Brands, Inc. (formerly Reviv3 Procare Company) is headquartered in Beverly Hills, California, operating through subsidiaries like AXIL Distribution Company and Sharper Vision Marketing Inc[24](index=24&type=chunk)[25](index=25&type=chunk) - The company's product lines include high-tech hearing and audio enhancement/protection and professional quality hair and skin care products, sold globally[24](index=24&type=chunk) [Note 2 – Basis of Presentation and Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%20%E2%80%93%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the basis of presentation, key accounting policies, and recent accounting pronouncements, covering revenue recognition, inventory, goodwill, stock-based compensation, and leases - The unaudited consolidated financial statements are prepared in accordance with SEC rules and U.S. GAAP, with all significant intercompany balances and transactions eliminated[26](index=26&type=chunk) - Revenue is recognized when performance obligations are satisfied, generally upon product shipment, with variable consideration for returns estimated based on historical data[37](index=37&type=chunk)[41](index=41&type=chunk)[43](index=43&type=chunk) - The company adopted ASU No. 2023-09, 'Income Taxes (Topic 740): Improvements to Income Tax Disclosures,' effective June 1, 2025, which will expand annual income tax disclosures[78](index=78&type=chunk)[79](index=79&type=chunk) [Note 3 – Accounts Receivable, net](index=20&type=section&id=Note%203%20%E2%80%93%20Accounts%20Receivable,%20net) Accounts receivable, net, significantly increased due to a rise in customer receivables, with the company recognizing a net recovery from credit losses | Metric | August 31, 2025 | May 31, 2025 | | :-------------------------- | :-------------- | :----------- | | Customers receivable | $2,540,473 | $922,616 | | Merchant processor receivable | $345,543 | $185,719 | | Less: Allowance for credit losses | $(107,265) | $(104,390) | | Total Accounts receivables, net | $2,778,751 | $1,003,945 | - The company recognized a net recovery from credit losses of **$158** for the three months ended August 31, 2025, compared to a provision of $18,785 in the prior year[80](index=80&type=chunk) [Note 4 – Inventory, net](index=20&type=section&id=Note%204%20%E2%80%93%20Inventory,%20net) Inventory, net, increased substantially due to a significant rise in finished goods and inventory in-transit | Metric | August 31, 2025 | May 31, 2025 | | :---------------- | :-------------- | :----------- | | Finished Goods | $3,874,121 | $2,509,840 | | Raw Materials | $15,341 | $23,818 | | Total Inventory | $3,889,462 | $2,533,658 | - Inventory in-transit increased from **$174,564** as of May 31, 2025, to **$747,536** as of August 31, 2025[81](index=81&type=chunk) [Note 5 – Property and Equipment](index=20&type=section&id=Note%205%20%E2%80%93%20Property%20and%20Equipment) Net property and equipment decreased slightly, while depreciation expense increased significantly year-over-year | Metric | August 31, 2025 | May 31, 2025 | | :-------------------------------- | :-------------- | :----------- | | Total Property, plant and equipment, net | $395,857 | $412,261 | | Accumulated depreciation | $(174,363) | $(149,591) | | Depreciation expense (3 months ended Aug 31) | $24,771 (2025) | $9,893 (2024) | [Note 6 – Intangible Assets](index=21&type=section&id=Note%206%20%E2%80%93%20Intangible%20Assets) Net intangible assets increased due to higher product certification testing costs, with goodwill remaining constant and amortization expense rising substantially | Metric | August 31, 2025 | May 31, 2025 | | :-------------------------- | :-------------- | :----------- | | Total Intangible assets, net | $452,405 | $403,591 | | Product certification testing | $255,905 | $180,815 | | Accumulated amortization | $(281,620) | $(244,304) | | Goodwill | $2,152,215 | $2,152,215 | | Amortization expense (3 months ended Aug 31) | $37,316 (2025) | $3,002 (2024) | - The company holds three active U.S. patents and seven federally registered trademarks, considered material to its business[85](index=85&type=chunk) [Note 7 – Other Current Liabilities](index=21&type=section&id=Note%207%20%E2%80%93%20Other%20Current%20Liabilities) Other current liabilities increased, mainly due to a rise in accrued expenses and the introduction of accrued interest | Metric | August 31, 2025 | May 31, 2025 | | :-------------------------- | :-------------- | :----------- | | Sales tax payable | $207,511 | $218,828 | | Accrued expenses | $86,734 | $24,307 | | Accrued interest | $149 | $- | | Total other current liabilities | $294,394 | $244,998 | [Note 8 – Notes Payable](index=21&type=section&id=Note%208%20%E2%80%93%20Notes%20Payable) The company has an outstanding Economic Injury Disaster Loan (EIDL) with a principal balance of $139,199, bearing 3.75% annual interest and payable until May 2050 | Metric | August 31, 2025 | May 31, 2025 | | :----------------------------------- | :-------------- | :----------- | | Economic Injury Disaster Loan Program (EIDL) | $139,199 | $140,229 | | Less: Current portion | $(3,459) | $(3,574) | | Non-current portion | $135,740 | $136,655 | - Interest expense related to the EIDL was **$1,312** for the three months ended August 31, 2025, compared to $1,495 in the prior year[88](index=88&type=chunk) [Note 9 – Stockholders' Equity](index=23&type=section&id=Note%209%20%E2%80%93%20Stockholders'%20Equity) This note details the company's capital structure, including authorized shares, preferred and common stock, stock options, and restricted stock awards, highlighting changes and compensation expenses - Authorized common stock was reduced from **450,000,000 to 15,000,000 shares**, and preferred stock from **300,000,000 to 28,000,000 shares**, effective May 19, 2025[91](index=91&type=chunk) - As of August 31, 2025, **27,773,500 shares of Series A Preferred Stock** were outstanding, convertible into common stock at a twenty-to-one ratio, subject to a 5% beneficial ownership limit[95](index=95&type=chunk)[96](index=96&type=chunk) - Stock options expense for the three months ended August 31, 2025, was **$176,488**, and restricted stock awards expense was **$22,724**[112](index=112&type=chunk)[114](index=114&type=chunk) [Note 10 – Commitments and Contingencies](index=28&type=section&id=Note%2010%20%E2%80%93%20Commitments%20and%20Contingencies) The company entered new operating lease agreements for facilities in Beverly Hills and American Fork, with terms extending to 2029, and expects no material adverse effect from legal contingencies - New operating leases commenced in November 2024 (Beverly Hills) and October 2024 (American Fork), with a weighted average remaining term of **3.1 years** and a discount rate of **13.1%** as of August 31, 2025[116](index=116&type=chunk)[117](index=117&type=chunk)[120](index=120&type=chunk) | Lease Liability Maturity (Fiscal Year-End) | Amount | | :--------------------------------------- | :------- | | 2026 (nine months remaining) | $183,736 | | 2027 | $257,647 | | 2028 | $206,270 | | 2029 | $119,790 | | Total | $767,443 | | Less: Imputed interest | $(207,039) | | Present value of lease liabilities | $560,404 | - Operating lease costs for the three months ended August 31, 2025, were **$63,161**, up from $18,659 in the prior year[119](index=119&type=chunk) [Note 11 – Related Party Transactions](index=30&type=section&id=Note%2011%20%E2%80%93%20Related%20Party%20Transactions) The company engages in transactions with related parties, including consulting fees paid to entities managed by its Chairman/CEO and CFO/COO, and short-term advances from the CEO's entity - Intrepid Global Advisors, managed by the CEO, provided **$1,207,693** in advances and received **$1,056,202** in repayments during the three months ended August 31, 2025, with consulting fees paid to Intrepid totaling **$66,100**[124](index=124&type=chunk) - BZ Capital Strategies, co-owned by the CFO/COO, received **$40,000** in consulting fees for the three months ended August 31, 2025[125](index=125&type=chunk) [Note 12 – Concentrations](index=30&type=section&id=Note%2012%20%E2%80%93%20Concentrations) The company faces concentrations of credit risk in cash deposits, and significant customer and supplier concentrations, with one customer accounting for 28% of net sales and 66% of gross accounts receivable - Cash held in excess of federally insured limits was **$3,586,624** as of August 31, 2025[126](index=126&type=chunk) - One customer represented **28% of consolidated net sales** and **66% of gross accounts receivable** for the three months ended August 31, 2025[127](index=127&type=chunk)[129](index=129&type=chunk) - The two largest manufacturing vendors accounted for **91% of all purchases** for the three months ended August 31, 2025[130](index=130&type=chunk) [Note 13 – Business Segment and Geographic Area Information](index=31&type=section&id=Note%2013%20%E2%80%93%20Business%20Segment%20and%20Geographic%20Area%20Information) The company operates in two segments: Hearing Enhancement and Protection (primary revenue driver) and Hair and Skin Care (operating loss), with most sales to U.S. customers | Segment | Sales, net (3 months ended Aug 31, 2025) | Sales, net (3 months ended Aug 31, 2024) | Segment non-cash operating income (loss) (3 months ended Aug 31, 2025) | Segment non-cash operating income (loss) (3 months ended Aug 31, 2024) | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------------------------------------- | :--------------------------------------------------------------------- | | Hearing enhancement and protection | $6,579,666 | $5,299,763 | $1,026,295 | $394,217 | | Hair and skin care | $276,552 | $551,509 | $(36,074) | $105,413 | | Consolidated | $6,856,218 | $5,851,272 | $990,221 | $499,630 | - Approximately **95% of consolidated net sales** for the three months ended August 31, 2025, were to customers located in the U.S., consistent with 92% in the prior year[135](index=135&type=chunk) [Note 14 – Income Taxes](index=33&type=section&id=Note%2014%20%E2%80%93%20Income%20Taxes) The company recorded an income tax expense of $115,058 for the three months ended August 31, 2025, and expects its tax positions to be upheld - Income tax expense for the three months ended August 31, 2025, was **$115,058**[138](index=138&type=chunk) - The company's 2022, 2023, and 2024 Corporate Income Tax Returns are subject to IRS examination[138](index=138&type=chunk) [Note 15 – Subsequent Events](index=33&type=section&id=Note%2015%20%E2%80%93%20Subsequent%20Events) Subsequent to the reporting period, two preferred stock holders converted 2,000,000 shares of preferred stock into 100,000 shares of common stock - On September 2 and September 15, 2025, **2,000,000 shares of preferred stock** were converted into **100,000 shares of common stock**[139](index=139&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=34&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on the company's financial condition, results of operations, and cash flows, covering business strategy, recent developments, and critical accounting policies [Overview](index=34&type=section&id=Overview) AXIL Brands, Inc. focuses on high-tech hearing/audio enhancement and protection products, and professional hair/skin care, emphasizing direct-to-consumer campaigns, e-commerce, and strategic partnerships - The company operates in two reportable segments: hearing enhancement and protection, and hair and skin care, with a new subsidiary planned for marketing services[143](index=143&type=chunk)[144](index=144&type=chunk) - Key strategic initiatives include expanding market share through online and traditional platforms, optimizing e-commerce, building sales teams, and seeking strategic partnerships[145](index=145&type=chunk) - Recent developments include a material order from a national membership-based retail chain, a partnership with a major Canadian salon chain, and media recognition in military publications[146](index=146&type=chunk)[147](index=147&type=chunk)[149](index=149&type=chunk) [Results of Operations](index=36&type=section&id=Results%20of%20Operations) The company achieved a net income of $334,294, a significant improvement from a prior-year net loss, driven by a 17.2% increase in net sales and a 1.7% decrease in operating expenses | Metric | Three months ended August 31, 2025 | Three months ended August 31, 2024 | Change (%) | | :----------------------------------- | :--------------------------------- | :--------------------------------- | :--------- | | Sales, net | $6,856,218 | $5,851,272 | +17.2% | | Gross profit | $4,634,934 | $4,153,648 | +11.6% | | Gross profit as % of sales | 67.6% | 71.0% | -3.4 pp | | Total operating expenses | $4,223,196 | $4,294,350 | -1.7% | | Income (loss) from operations | $411,738 | $(140,702) | +392.6% | | Net income (loss) after tax | $334,294 | $(109,805) | N/A | | Adjusted EBITDA (Non-GAAP) | $674,355 | $172,323 | +291.3% | | Adjusted EBITDA as % of Sales, net | 9.8% | 2.9% | +6.9 pp | - The increase in net sales was primarily due to a **material order from a leading national membership-based retail chain**[155](index=155&type=chunk) - Cost of sales as a percentage of net revenues increased to **32.4%** (from 29.0%) due to tighter margins on the material wholesale order[156](index=156&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) The company expects sufficient liquidity for at least one year, planning to manage expenses and potentially seek additional capital for growth - The company anticipates sufficient liquidity for at least one year based on current cash balances and expected operating cash flows[163](index=163&type=chunk)[164](index=164&type=chunk) - Future cash demands may exceed historical levels, and additional capital may be sought, though there's no assurance of availability on favorable terms[164](index=164&type=chunk) [Cash Flows for the three months ended August 31, 2025 and 2024](index=38&type=section&id=Cash%20Flows%20for%20the%20three%20months%20ended%20August%2031,%202025%20and%202024) Net cash used in operating activities increased significantly due to inventory and accounts receivable, while investing activities increased cash used, and financing activities provided cash from related party advances - Net cash used in operating activities was **$(739,194)** for the three months ended August 31, 2025, a decrease from $897,318 provided in the prior year, mainly due to increased inventory and accounts receivable from a large wholesale order[165](index=165&type=chunk) - Net cash used in investing activities increased to **$(94,497)** in 2025, from $(41,840) in 2024, due to purchases of intangibles and property/equipment[166](index=166&type=chunk) - Net cash provided by financing activities was **$150,461** in 2025, up from $39,370 in 2024, primarily from net advances from a related party[167](index=167&type=chunk) [Off-Balance Sheet Arrangements](index=38&type=section&id=Off-Balance%20Sheet%20Arrangements) As of August 31, 2025, the company reported no material off-balance sheet arrangements that would significantly affect its financial condition or results of operations - The company did not have any material off-balance sheet arrangements as of August 31, 2025[170](index=170&type=chunk) [Significant Accounting Policies and Estimates](index=38&type=section&id=Significant%20Accounting%20Policies%20and%20Estimates) This section reiterates the company's significant accounting policies and estimates, focusing on areas requiring management's judgment, such as accounts receivable, revenue recognition, and goodwill impairment - Key accounting policies and estimates include the allowance for credit losses, revenue recognition (transfer of control upon shipment, considering discounts and returns), and annual goodwill impairment testing[172](index=172&type=chunk)[173](index=173&type=chunk)[174](index=174&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=40&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, AXIL Brands, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The company is exempt from providing market risk disclosures as a **smaller reporting company**[176](index=176&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=40&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were effective as of August 31, 2025, with no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were deemed **effective** as of August 31, 2025, following an evaluation by the CEO and CFO[177](index=177&type=chunk) - No material changes in internal control over financial reporting occurred during the fiscal quarter ended August 31, 2025[178](index=178&type=chunk) [PART II - OTHER INFORMATION](index=41&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS](index=41&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is involved in various lawsuits and legal proceedings, but management believes the ultimate liability is not expected to have a material adverse effect on its financial position or results of operations - The company records liabilities for probable and estimable losses from legal proceedings, reevaluating accruals as matters progress[182](index=182&type=chunk) - Management does not expect the ultimate liability from current legal matters to have a **material adverse effect** on the company's financial results[182](index=182&type=chunk) [ITEM 1A. RISK FACTORS](index=41&type=section&id=ITEM%201A.%20RISK%20FACTORS) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended May 31, 2025 - No material changes to risk factors were reported since the Annual Report on Form 10-K for the year ended May 31, 2025[183](index=183&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=41&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) During the second quarter of fiscal year 2026, 2,000,000 shares of Series A Preferred Stock were converted into 100,000 shares of common stock, exempt from registration under Section 4(a)(2) of the Securities Act - **2,000,000 shares of Series A Preferred Stock** were converted into **100,000 shares of common stock** in Q2 FY2026[184](index=184&type=chunk) - The issuance was exempt from registration under **Section 4(a)(2) of the Securities Act**[184](index=184&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=41&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities during the period - No defaults upon senior securities were reported[185](index=185&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=41&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Mine Safety Disclosures are not applicable to AXIL Brands, Inc[186](index=186&type=chunk) [ITEM 5. OTHER INFORMATION](index=41&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No director or officer adopted, modified, or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the quarter ended August 31, 2025 - No Rule 10b5-1 trading arrangements were adopted, modified, or terminated by directors or officers during the quarter[187](index=187&type=chunk) [ITEM 6. EXHIBITS](index=42&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed as part of the Form 10-Q, including amendments to the Certificate of Incorporation, Bylaws, employment agreements, and certifications - Exhibits include various amendments to the Certificate of Incorporation and Bylaws, employment agreements for Jeff Toghraie and Jeff Brown, and Sarbanes-Oxley Act certifications[188](index=188&type=chunk) [SIGNATURES](index=43&type=section&id=SIGNATURES) - The report was signed on **October 7, 2025**, by **Jeff Toghraie**, Chief Executive Officer and Chairman of the Board of Directors, and **Jeff Brown**, Chief Financial Officer, Chief Operating Officer, and Director[191](index=191&type=chunk)[193](index=193&type=chunk)

[Fiscal 2026 First Quarter Financial Results Overview](index=1&type=section&id=Fiscal%202026%20First%20Quarter%20Financial%20Results%20Overview) This section provides an overview of Aehr Test Systems' financial results for the first quarter of fiscal 2026, highlighting key financial and business aspects [Company Information and Announcement](index=1&type=section&id=Company%20Information%20and%20Announcement) Aehr Test Systems announced its financial results for the first quarter of fiscal 2026, ended August 29, 2025, highlighting strong activity in AI and data center-related semiconductor test and burn-in - Aehr Test Systems (NASDAQ: AEHR) reported Q1 fiscal 2026 financial results for the period ended August 29, 2025[1](index=1&type=chunk) [CEO Commentary and Business Highlights](index=1&type=section&id=CEO%20Commentary%20and%20Business%20Highlights) CEO Gayn Erickson expressed satisfaction with the fiscal year's start, noting revenues across multiple segments and strong sales momentum in AI processors, exceeding street consensus estimates - Aehr finished ahead of street consensus estimates for both revenue and bottom line in Q1 fiscal 2026[4](index=4&type=chunk) - Momentum in packaged part qualification and production burn-in for AI processors continued to drive growth for new Sonoma ultra-high-power systems and consumables[5](index=5&type=chunk) [AI Processor Momentum](index=1&type=section&id=AI%20Processor%20Momentum) The company's lead production customer, a world-leading hyperscaler, placed multiple follow-on volume production orders for Sonoma systems, requesting shorter lead times due to higher-than-expected volumes for their advanced AI processors - A world-leading hyperscaler placed multiple follow-on volume production orders for Sonoma systems and requested shorter lead times for AI processors[5](index=5&type=chunk) - The lead customer plans to expand capacity and introduce new AI processors to be tested on the Sonoma platform, with collaboration on future generations[5](index=5&type=chunk) [Product and Technology Enhancements](index=2&type=section&id=Product%20and%20Technology%20Enhancements) Aehr introduced several enhancements to the Sonoma system, including expanding power-per-device to 2000W, increased parallelism, and full automation with an integrated package device handler, receiving positive customer feedback - Sonoma system enhancements include expanding power-per-device to 2000W, increased parallelism, and full automation with an integrated package device handler[7](index=7&type=chunk) - **10 companies** visited Aehr to review the Sonoma system and its new enhancements, with positive customer feedback[7](index=7&type=chunk) [Wafer Level Burn-in (WLBI) and Strategic Partnerships](index=2&type=section&id=Wafer%20Level%20Burn-in%20(WLBI)%20and%20Strategic%20Partnerships) Aehr delivered the world's first production wafer level burn-in (WLBI) systems for AI processors to a premier global OSAT, establishing a strategic partnership for advanced WLBI solutions for HPC and AI processors - Aehr delivered the world's first production wafer level burn-in (WLBI) systems for AI processors to a premier global OSAT[8](index=8&type=chunk) - A strategic partnership with a leading OSAT provides advanced wafer level test and burn-in solutions for high-performance computing (HPC) and AI processors[9](index=9&type=chunk) - A benchmark evaluation program was launched with a top-tier AI processor supplier to validate FOX-XP™ production systems for WLBI and functional test[10](index=10&type=chunk) [Other Market Segments and Industry Trends](index=2&type=section&id=Other%20Market%20Segments%20and%20Industry%20Trends) Beyond AI, Aehr is observing increasing demand in silicon photonics, hard disk drives, gallium nitride, and silicon carbide, driven by macro-trends like generative AI and electrification, which necessitate enhanced semiconductor reliability and performance - Increasing demand is observed in silicon photonics, hard disk drives, gallium nitride, and silicon carbide segments[11](index=11&type=chunk) - Macro-trends like generative AI and accelerating electrification are driving enormous growth in semiconductor demand and increasing reliability requirements[12](index=12&type=chunk)[13](index=13&type=chunk) [Outlook and Guidance](index=3&type=section&id=Outlook%20and%20Guidance) Aehr anticipates order growth across nearly all served markets in the fiscal year, with silicon carbide expected to strengthen into fiscal 2027, despite ongoing tariff-related uncertainty preventing formal guidance reinstatement - Aehr expects order growth in nearly all served markets in fiscal 2026, with silicon carbide growth strengthening into fiscal 2027[15](index=15&type=chunk) - The company remains cautious due to tariff-related uncertainty and has not reinstated formal guidance[15](index=15&type=chunk) [Key Financial Highlights (Summary)](index=1&type=section&id=Key%20Financial%20Highlights%20(Summary)) Aehr Test Systems reported a net revenue of **$11.0 million** for Q1 fiscal 2026, a decrease from **$13.1 million** in Q1 fiscal 2025, resulting in a GAAP net loss of **$(2.1) million** Fiscal First Quarter 2026 Key Financial Highlights | Metric | Q1 Fiscal 2026 (Ended Aug 29, 2025) (in millions) | Q1 Fiscal 2025 (Ended Aug 30, 2024) (in millions) | Change (YoY) (in millions) | | :-------------------------------- | :---------------------------------- | :---------------------------------- | :-------------------------------- | | Net Revenue | $11.0 million | $13.1 million | $(2.1) million (-16.0%) | | GAAP Net Income (Loss) | $(2.1) million | $0.7 million | $(2.8) million | | GAAP Diluted EPS | $(0.07) | $0.02 | $(0.09) | | Non-GAAP Net Income | $0.2 million | $2.2 million | $(2.0) million (-90.9%) | | Non-GAAP Diluted EPS | $0.01 | $0.07 | $(0.06) | | Bookings | $11.4 million | N/A | N/A | | Backlog (as of Aug 29, 2025) | $15.5 million | N/A | N/A | | Effective Backlog (incl. post-Aug 29 bookings) | $17.5 million | N/A | N/A | | Total Cash, Cash Equivalents & Restricted Cash (as of Aug 29, 2025) | $24.7 million | $26.5 million (May 30, 2025) | $(1.8) million (-6.8%) | [Management Conference Call and Webcast](index=3&type=section&id=Management%20Conference%20Call%20and%20Webcast) Aehr Test Systems hosted a conference call and webcast on October 6, 2025, at 5:00 p.m. Eastern (2:00 p.m. PT) to discuss its fiscal 2026 first quarter operating results, with replay options available - A conference call and webcast were held on October 6, 2025, at 5:00 p.m. Eastern to discuss Q1 fiscal 2026 results[15](index=15&type=chunk) [About Aehr Test Systems](index=3&type=section&id=About%20Aehr%20Test%20Systems) Aehr Test Systems, headquartered in Fremont, California, is a leading global provider of semiconductor test solutions, offering products like the FOX-P™ families, WaferPak™, and Sonoma systems for various applications including AI processors, EVs, and data infrastructure - Aehr Test Systems is a leading provider of test solutions for semiconductor devices in wafer level, singulated die, and packaged part form[16](index=16&type=chunk) - Key products include FOX-P™ families, FOX WaferPak™ Aligner, FOX DiePak® Carrier, and the ultra-high-power Sonoma family for AI accelerators, GPUs, and HPC processors[16](index=16&type=chunk) - The company's solutions address increasing quality, reliability, safety, and security needs across applications like electric vehicles, AI processors, and data infrastructure[16](index=16&type=chunk) [Safe Harbor Statement](index=3&type=section&id=Safe%20Harbor%20Statement) This section contains forward-looking statements regarding future customer orders, market applications, bookings, and revenue, which are subject to risks and uncertainties detailed in Aehr's SEC filings, with the company disclaiming any obligation to update these statements - The press release contains forward-looking statements concerning future customer orders, AI processor applications, bookings, and revenue from emerging markets[17](index=17&type=chunk) - Forward-looking statements are subject to risks and uncertainties described in Aehr's Form 10-K, 10-Q, and other SEC reports[18](index=18&type=chunk) [Financial Tables](index=4&type=section&id=Financial%20Tables) This section presents Aehr Test Systems' detailed GAAP and non-GAAP financial statements, encompassing operations, balance sheets, and cash flows [Condensed Consolidated Statements of Operations (GAAP)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(Unaudited)) The GAAP condensed consolidated statements of operations show a net revenue of **$10,969 thousand** for Q1 fiscal 2026, a gross profit of **$3,719 thousand**, and a net loss of **$(2,084) thousand**, or **$(0.07)** per diluted share Condensed Consolidated Statements of Operations (GAAP) - Key Figures | Metric (in thousands) | Three Months Ended Aug 29, 2025 | Three Months Ended May 30, 2025 | Three Months Ended Aug 30, 2024 | | :-------------------- | :------------------------------ | :------------------------------ | :------------------------------ | | Revenue | $10,969 | $14,089 | $13,119 | | Cost of revenue | $7,250 | $9,817 | $6,041 | | Gross profit | $3,719 | $4,272 | $7,078 | | Total operating expenses | $7,785 | $7,476 | $6,919 | | Income (loss) from operations | $(4,066) | $(3,204) | $159 | | Net income (loss) | $(2,084) | $(2,899) | $660 | | Diluted EPS | $(0.07) | $(0.10) | $0.02 | [Reconciliation of GAAP to Non-GAAP Results](index=4&type=section&id=RECONCILIATION%20OF%20GAAP%20TO%20NON-GAAP%20RESULTS%20(Unaudited)) This section reconciles GAAP financial measures to non-GAAP measures, excluding stock-based compensation, acquisition-related adjustments, and restructuring charges, with non-GAAP net income for Q1 fiscal 2026 at **$171 thousand**, or **$0.01** per diluted share Reconciliation of GAAP to Non-GAAP Net Income (Loss) | Metric (in thousands) | Three Months Ended Aug 29, 2025 | Three Months Ended May 30, 2025 | Three Months Ended Aug 30, 2024 | | :-------------------------------- | :------------------------------ | :------------------------------ | :------------------------------ | | GAAP net income (loss) | $(2,084) | $(2,899) | $660 | | Stock-based compensation expense | $1,671 | $1,421 | $870 | | Acquisition-related adjustments | $365 | $389 | $146 | | Restructuring charges | $219 | $864 | $- | | Acquisition-related costs | $- | $- | $477 | | Non-GAAP net income (loss) | $171 | $(225) | $2,153 | | Non-GAAP net income (loss) per diluted share | $0.01 | $(0.01) | $0.07 | - Non-GAAP measures exclude stock-based compensation, acquisition-related adjustments, restructuring charges, and acquisition-related costs to provide insight into underlying business performance[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) [Condensed Consolidated Balance Sheets](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS%20(Unaudited)) As of August 29, 2025, Aehr Test Systems reported total assets of **$144,092 thousand**, a decrease from **$148,508 thousand** at May 30, 2025, with total liabilities at **$21,698 thousand** and total shareholders' equity at **$122,394 thousand** Condensed Consolidated Balance Sheets - Key Figures | Metric (in thousands) | August 29, 2025 | May 30, 2025 | Change | | :-------------------- | :-------------- | :----------- | :----- | | Total current assets | $84,052 | $88,778 | $(4,726) | | Total assets | $144,092 | $148,508 | $(4,416) | | Total current liabilities | $11,913 | $15,638 | $(3,725) | | Total liabilities | $21,698 | $25,637 | $(3,939) | | Total shareholders' equity | $122,394 | $122,871 | $(477) | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20SATEMENTS%20OF%20CASH%20FLOWS%20(Unaudited)) For the three months ended August 29, 2025, net cash used in operating activities was **$(282) thousand**, a decrease from **$2,380 thousand** provided in the prior year period, with net cash used in investing activities at **$(1,391) thousand** primarily due to purchases of property and equipment Condensed Consolidated Statements of Cash Flows - Key Figures | Metric (in thousands) | Three Months Ended Aug 29, 2025 | Three Months Ended Aug 30, 2024 | Change | | :-------------------------------- | :------------------------------ | :------------------------------ | :----- | | Net cash provided by (used in) operating activities | $(282) | $2,380 | $(2,662) | | Net cash provided by (used in) investing activities | $(1,391) | $(10,812) | $9,421 | | Net cash provided by (used in) financing activities | $(158) | $(106) | $(52) | | Net decrease in cash, cash equivalents and restricted cash | $(1,822) | $(8,529) | $6,707 | | Cash, cash equivalents and restricted cash, end of period | $24,658 | $40,780 | $(16,122) |

[Filing Information](index=1&type=section&id=Filing%20Information) [Company and Filing Details](index=1&type=section&id=Company%20and%20Filing%20Details) This section provides the foundational details of the Form 8-K filing, including the registrant's identity, jurisdiction, trading information, and confirmation of its non-emerging growth company status - The registrant is Senseonics Holdings, Inc., incorporated in Delaware, with Commission File Number 001-37717[1](index=1&type=chunk) - The registrant is not an emerging growth company[3](index=3&type=chunk) Trading Information | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common Stock | SENS | NYSE American | [Current Report Items](index=2&type=section&id=Current%20Report%20Items) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) Senseonics Holdings, Inc. announced business updates and preliminary, unaudited financial information for the quarter ended September 30, 2025, via a press release issued on October 6, 2025, which is furnished as Exhibit 99.1 - On October 6, 2025, Senseonics Holdings, Inc. issued a press release announcing business updates and preliminary, unaudited financial information for the quarter ended September 30, 2025[4](index=4&type=chunk) - The press release (Exhibit 99.1) is furnished with this Form 8-K and is not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934[4](index=4&type=chunk)[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, primarily the press release containing the financial and business updates, and the interactive data for the cover page Exhibits | Exhibit Number | Description | | :------------- | :-------------------------------------------------- | | 99.1 | Press Release of Senseonics Holdings, Inc. dated October 6, 2025. | | 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). | [Signatures](index=3&type=section&id=Signatures) The Form 8-K was officially signed on behalf of Senseonics Holdings, Inc. by its Chief Financial Officer, Rick Sullivan, on October 6, 2025 - The report was signed by Rick Sullivan, Chief Financial Officer of Senseonics Holdings, Inc., on October 6, 2025[10](index=10&type=chunk)

[General Information](index=1&type=section&id=General%20Information) Provides foundational details about NeuroOne Medical Technologies Corporation, its incorporation, and registered securities - Registrant: **NeuroOne Medical Technologies Corporation**, incorporated in Delaware[2](index=2&type=chunk) Securities Registered | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common Stock, par value $0.001 per share | NMTC | The Nasdaq Stock Market LLC | - The registrant is not an emerging growth company[4](index=4&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) Details the announcement of preliminary, unaudited financial results for the fiscal year ended September 30, 2025 - NeuroOne Medical Technologies Corporation announced preliminary, unaudited financial results for the fiscal year ended September 30, 2025, via a press release on October 6, 2025[5](index=5&type=chunk) - Information in this Item 2.02 and Exhibit 99.1 is furnished, not filed, and not incorporated by reference in Securities Act filings unless expressly stated[6](index=6&type=chunk) [Item 8.01 Other Events](index=2&type=section&id=Item%208.01%20Other%20Events) Covers additional significant events, including preliminary financial results for the fiscal year 2025 [Preliminary Results](index=2&type=section&id=Preliminary%20Results) For the fiscal year ended September 30, 2025, NeuroOne reported approximately $9.1 million in annual total product revenue and held approximately $6.6 million in cash and cash equivalents Preliminary Financial Highlights (FY2025) | Metric | Amount (approx.) | | :------------------------------------ | :--------------- | | Annual Total Product Revenue | $9.1 million | | Cash and Cash Equivalents (as of Sep 30, 2025) | $6.6 million | [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) Lists the exhibits filed with the Form 8-K, including a press release and interactive data file Exhibits Filed with Form 8-K | Exhibit No. | Description | | :---------- | :-------------------------------------------------- | | 99.1 | Press Release, dated October 6, 2025 | | 104 | Cover Page Interactive Data File (embedded with Inline XBRL document) | [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) Addresses cautionary information regarding future-oriented statements, their inherent uncertainties, and the company's disclosure obligations - This Current Report includes forward-looking statements concerning revenue, financial outlook, product demand, and growth expectations, based on current management expectations[8](index=8&type=chunk) - Preliminary, estimated financial results are unaudited, subject to final reviews and closing procedures, and may be materially inaccurate[8](index=8&type=chunk) - Actual future results may differ materially due to factors such as Nasdaq compliance, strategic partnerships, technology performance, capital needs, regulatory changes, and intellectual property rights; NeuroOne disclaims any obligation to update these statements[8](index=8&type=chunk) [Signatures](index=3&type=section&id=SIGNATURES) Confirms the official signing of the report by NeuroOne Medical Technologies Corporation's Chief Executive Officer - The report was signed on behalf of **NeuroOne Medical Technologies Corporation** by **David Rosa**, Chief Executive Officer, on October 6, 2025[12](index=12&type=chunk)

[Filing Information](index=1&type=section&id=Filing%20Information) This section provides essential details about the Form 8-K filing, including registrant information and securities status [Report Details](index=1&type=section&id=Report%20Details) This section details the filing type as a Form 8-K Current Report, filed by Lucid Group, Inc. on October 6, 2025, to report significant events - Filing type: Form 8-K Current Report[2](index=2&type=chunk) - Date of Report (date of earliest event reported): October 6, 2025[3](index=3&type=chunk) [Registrant Information](index=1&type=section&id=Registrant%20Information) This section provides the official name, jurisdiction of incorporation, IRS Employer Identification Number, principal executive offices address, and telephone number of Lucid Group, Inc - Registrant Name: Lucid Group, Inc[3](index=3&type=chunk) - Jurisdiction of Incorporation: Delaware[3](index=3&type=chunk) - Principal Executive Offices: 7373 Gateway Boulevard, Newark, CA 94560[3](index=3&type=chunk) - Registrant's telephone number: (510) 648-3553[3](index=3&type=chunk) [Securities and Emerging Growth Status](index=1&type=section&id=Securities%20and%20Emerging%20Growth%20Status) This section identifies the class of securities registered, their trading symbol, and the exchange on which they are registered, along with the company's status regarding emerging growth company definitions Securities Registration Details | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Class A Common Stock, $0.0001 par value per share | LCID | The Nasdaq Stock Market LLC | - Lucid Group, Inc. is not an emerging growth company[5](index=5&type=chunk) [Current Report on Form 8-K Items](index=2&type=section&id=Current%20Report%20on%20Form%208-K%20Items) This section details the company's Q3 2025 production and delivery results, along with the associated exhibits [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) Lucid Group, Inc. issued a press release on October 6, 2025, announcing its production and delivery totals for the quarter ended September 30, 2025. This press release is attached as an exhibit to the 8-K, and the information contained within is not considered 'filed' for certain legal purposes - Lucid Group, Inc. issued a press release on October 6, 2025, announcing production and delivery totals for the quarter ended September 30, 2025[7](index=7&type=chunk) - The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference[7](index=7&type=chunk) - The information in this Current Report on Form 8-K and its exhibits shall not be deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934[8](index=8&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, specifically the press release detailing Q3 2025 production and delivery, and the interactive data file Exhibits List | Exhibit No. | Description | | :---------- | :------------------------------------------ | | 99.1 | Lucid Press Release Dated October 6, 2025 | | 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | [Signatures](index=3&type=section&id=Signatures) This section provides the formal certification of the report by Lucid Group, Inc.'s Chief Financial Officer [Report Certification](index=3&type=section&id=Report%20Certification) This section formally certifies the report's submission by Lucid Group, Inc., signed by its Chief Financial Officer, Taoufiq Boussaid, on October 6, 2025 - The report was signed on behalf of Lucid Group, Inc. on October 6, 2025[12](index=12&type=chunk) - Signed by Taoufiq Boussaid, Chief Financial Officer[13](index=13&type=chunk)

[Filing Information](index=1&type=section&id=Filing%20Information) This section provides essential filing details for the Form 8-K, identifying the registrant and its registered securities [General Company and Filing Details](index=1&type=section&id=General%20Company%20and%20Filing%20Details) This section details the basic filing information for the Form 8-K, including the registrant, report date, and registered securities - Registrant: **LIFEWAY FOODS, INC.**[2](index=2&type=chunk) - Date of Report: **October 6, 2025**[2](index=2&type=chunk) Registered Securities | Title of each Class | Trading Symbol | Name of each exchange on which registered | | :------------------ | :------------- | :---------------------------------------- | | Common Stock | LWAY | Nasdaq Global Market | | Preferred Stock Purchase Rights | None | 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 section presents estimated third-quarter net sales and outlines cautionary statements regarding forward-looking information and associated risks [Third Quarter 2025 Estimated Net Sales](index=2&type=section&id=Third%20Quarter%202025%20Estimated%20Net%20Sales) Lifeway Foods, Inc. announced estimated unaudited net sales for Q3 2025, projecting a significant year-over-year increase Estimated Net Sales for Q3 2025 | Metric | Q3 2025 Estimated Net Sales (million USD) | YoY Increase (%) | | :-------- | :---------------------------------------- | :--------------- | | Net Sales | $55.8 - $57.0 | 21-24 | [Forward-Looking Statements and Risk Factors](index=2&type=section&id=Forward-Looking%20Statements%20and%20Risk%20Factors) This section includes cautionary language regarding forward-looking statements, highlighting potential risks and disclaiming any obligation to update them - Forward-looking statements are subject to various risks, including **price competition**, **customer decisions**, **competitor actions**, **commodity pricing**, **government regulation**, and **delays in new product introduction**[8](index=8&type=chunk) - The Company disclaims any obligation to update forward-looking statements, except as legally required[8](index=8&type=chunk) [Item 9.01. Financial Statements and Exhibits](index=2&type=section&id=Item%209.01.%20Financial%20Statements%20and%20Exhibits) This section provides a comprehensive list of exhibits furnished with the Form 8-K, including the press release and interactive data file [Exhibits List](index=2&type=section&id=Exhibits%20List) This section lists all exhibits furnished with the Form 8-K, primarily the press release and interactive data file List of Exhibits | Exhibit No. | Description | | :------------ | :-------------------------------------------------- | | 99.1 | Press Release dated October 6, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signature](index=3&type=section&id=Signature) The report is duly signed by Eric Hanson, Chief Financial Officer of Lifeway Foods, Inc., confirming its official authorization - The report was signed by **Eric Hanson**, Chief Financial Officer of **LIFEWAY FOODS, INC.**, on **October 6, 2025**[13](index=13&type=chunk)

[Filing Information](index=1&type=section&id=Filing%20Information) This section provides essential identification details for the registrant, SYNTEC OPTICS HOLDINGS, INC., and specifics of the Form 8-K filing, including its jurisdiction, address, and report dates [Registrant and Filing Details](index=1&type=section&id=Registrant%20and%20Filing%20Details) This section provides the core identification details for the registrant, SYNTEC OPTICS HOLDINGS, INC., and the specifics of the Form 8-K filing, including its jurisdiction, address, and the date of the report - The registrant is **SYNTEC OPTICS HOLDINGS, INC.**, incorporated in Delaware, with principal executive offices at 515 Lee Rd., Rochester, NY 14606[1](index=1&type=chunk)[2](index=2&type=chunk) - The Form 8-K report date is **October 6, 2025**, with the earliest event reported on **October 3, 2025**[1](index=1&type=chunk) [Securities Information](index=1&type=section&id=Securities%20Information) This part details the securities registered by SYNTEC OPTICS HOLDINGS, INC. under Section 12(b) of the Securities Exchange Act of 1934, including their trading symbols and the exchange on which they are registered Securities Registered Under Section 12(b) | Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | | :------------------ | :---------------- | :---------------------------------------- | | Common stock, par value $0.0001 per share | OPTX | The Nasdaq Capital Market | | Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share, subject to adjustment | OPTXW | The Nasdaq Capital Market | [Emerging Growth Company Status](index=1&type=section&id=Emerging%20Growth%20Company%20Status) The company has indicated its status as an 'emerging growth company' as defined by relevant SEC rules - **SYNTEC OPTICS HOLDINGS, INC.** is designated as an 'Emerging growth company'[3](index=3&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This section details the company's announcement of financial results for specific quarters and the full year through a press release [Financial Results Announcement](index=2&type=section&id=Financial%20Results%20Announcement) SYNTEC OPTICS HOLDINGS, INC. announced its financial results for the fourth quarter and full year ended December 31, 2024, and the first and second quarters of 2025, through a press release - On **October 6, 2025**, the Company issued a press release announcing financial results for **Q4 2024, Q1 2025, and Q2 2025**[4](index=4&type=chunk) - The press release is attached as **Exhibit 99.1** and is furnished under Item 2.02, not deemed 'filed' for Section 18 purposes unless specifically referenced[4](index=4&type=chunk)[5](index=5&type=chunk) [Item 9.01 Financial Statement and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statement%20and%20Exhibits) This section provides a comprehensive list of all documents filed as exhibits to the Form 8-K, including the financial results press release and interactive data [Exhibits List](index=2&type=section&id=Exhibits%20List) This section lists the documents filed as exhibits to the Form 8-K, including the press release detailing financial results and the interactive data file Exhibits Filed | Exhibit Number | Description | | :------------- | :---------- | | 99.1 | Press release dated October 6, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signatures](index=3&type=section&id=SIGNATURES) This section confirms the official signing of the report by the registrant's authorized officer, validating its submission [Report Signatures](index=3&type=section&id=Report%20Signatures) The report is officially signed by the registrant's authorized officer, confirming its submission in accordance with the Securities Exchange Act of 1934 - The report was signed on behalf of **SYNTEC OPTICS HOLDINGS, INC.** by **Al Kapoor, Chief Executive Officer**, on **October 6, 2025**[8](index=8&type=chunk)[9](index=9&type=chunk)