Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $15,433,911, primarily due to a change in fair value of warrant liabilities amounting to $14,278,490 and general and administrative expenses of $2,940,901[151]. - For the nine months ended September 30, 2025, the company had a net loss of $14,649,991, which included a change in fair value of warrant liabilities of $15,355,000 and general and administrative expenses of $4,675,665[152]. - For the period from June 13, 2024, to September 30, 2024, the net loss was $52,461, influenced by formation costs of $16,241 and operating costs of $15,420[161]. Capital and Funding - The company generated gross proceeds of $166,000,000 from the initial public offering of 16,600,000 Units at $10.00 per Unit, along with an additional $5,985,000 from the sale of 5,985,000 private placement warrants[156]. - A total of $166,415,000 was placed in the trust account following the initial public offering and related transactions, with $10,605,256 incurred in offering-related costs[157]. - The company may receive loans up to $1,500,000 from sponsors or affiliates, which can be converted into private placement warrants at $1.00 per warrant[164]. Operating Activities - The company has incurred net cash used in operating activities of $1,607,589 for the nine months ended September 30, 2025[160]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination[150]. - The company held $482,352 in cash outside the trust account as of September 30, 2025, primarily for evaluating target businesses and due diligence[163]. Business Combination and Future Plans - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful completion of a business combination[138]. - The company has a working capital deficit and significant future costs, raising doubts about its ability to continue as a going concern within one year[167]. - The company has an agreement to pay $30,000 per month for office space and related services starting November 21, 2024, until a business combination is completed[169]. Regulatory and Compliance - The company announced a change of ticker symbols for its Class A ordinary shares, units, and public warrants from "DYNX," "DYNXU," and "DYNXW" to "ETHM," "ETHMU," and "ETHMW," respectively[141]. - A registration rights agreement allows holders of certain securities to demand registration, with specific conditions regarding the lockup period[173]. - The company is evaluating the impact of adopting ASU 2024-03, which requires additional disclosures about expense categories starting in fiscal years after December 15, 2026[175]. Advisory and Service Costs - The company has paid $178,742 and $546,375 to the service provider for advisory services for the three and nine months ended September 30, 2025, respectively[159]. - The underwriters from the initial public offering are entitled to a cash underwriting fee of $3,320,000, with a deferred fee payable upon the completion of the initial business combination[172]. Financial Position - As of September 30, 2025, the company had $171,904,018 in mutual funds primarily invested in money market funds held in the trust account, intended for the initial business combination[162]. - There are no off-balance sheet arrangements as of September 30, 2025, and no long-term debt or capital lease obligations[168].

Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $15,433,911, primarily due to a change in fair value of warrant liabilities amounting to $14,278,490 and general and administrative expenses of $2,940,901 [151]. - For the nine months ended September 30, 2025, the company had a net loss of $14,649,991, which included a change in fair value of warrant liabilities of $15,355,000 and general and administrative expenses of $4,675,665 [152]. - For the nine months ended September 30, 2025, net cash used in operating activities was $1,607,589, with a net loss of $14,649,991 impacted by a change in fair value of warrant liabilities of $15,355,000 [160]. - For the period from June 13, 2024, to September 30, 2024, the net loss was $52,461, influenced by formation costs of $16,241 and operating costs of $15,420 [161]. - The company has incurred significant costs related to financing and acquisition plans, raising doubts about its ability to continue as a going concern within one year [167]. Capital and Funding - The company generated gross proceeds of $166,000,000 from the initial public offering of 16,600,000 Units at $10.00 per Unit, along with an additional $5,985,000 from the sale of 5,985,000 private placement warrants [156]. - A total of $166,415,000 was placed in the trust account following the initial public offering and related transactions, after incurring $10,605,256 in offering costs [157]. - The company may receive loans from its sponsor or affiliates to fund working capital deficiencies, with up to $1,500,000 convertible into private placement warrants at $1.00 per warrant [164]. - The underwriters from the initial public offering are entitled to a cash underwriting fee of $3,320,000, with a deferred fee payable upon the completion of the initial business combination [172]. Assets and Liabilities - As of September 30, 2025, the company had $171,904,018 in mutual funds primarily invested in money market funds held in the trust account, intended for the initial business combination [162]. - The company held $482,352 in cash outside the trust account as of September 30, 2025, primarily for evaluating target businesses and due diligence [163]. - There are no off-balance sheet arrangements as of September 30, 2025, and the company does not have any long-term debt or capital lease obligations [168]. - The company has a contractual obligation to pay $30,000 per month for office space and related services starting November 21, 2024, until a business combination is completed [169]. Operations and Business Development - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination [150]. - The company has entered into an advisory services agreement with Volta Tread LLC, with fees not exceeding an annual limit of 10% of interest earned on funds held in the trust account [159]. Regulatory and Compliance - The company incurred expenses related to being a public entity, including legal, financial reporting, accounting, and auditing compliance costs [150]. - The company announced a change of ticker symbols for its Class A ordinary shares, units, and public warrants from "DYNX," "DYNXU," and "DYNXW" to "ETHM," "ETHMU," and "ETHMW," respectively, effective August 26, 2025 [141]. - The company has not identified any critical accounting estimates that significantly impact its unaudited condensed consolidated financial statements [174]. - The company is evaluating the impact of adopting ASU 2024-03, which requires additional disclosures about specific expense categories starting in fiscal years after December 15, 2026 [175].

Financial Performance - Total revenues for Q3 2025 reached $272.6 million, a 6.4% increase from $255.5 million in Q3 2024[39] - The company reported a net loss of $35.7 million for Q3 2025, compared to a net income of $67.4 million in Q3 2024[39] - Operating expenses for Q3 2025 totaled $291.8 million, significantly higher than $160.8 million in Q3 2024, marking an increase of 81.6%[39] - The company reported a net income of $69,893,000, a decrease from $148,662,000 in the same period of 2024[42] - The company experienced a net cash provided by operating activities of $378,207,000 for the nine months ended September 30, 2025, compared to $371,631,000 for the same period in 2024[42] - The Company’s total revenues for the nine months ended September 30, 2025, were $998.1 million, compared to $954.6 million in 2024, reflecting an increase of 4.6%[107] Sales and Revenue - Oil, natural gas, and NGL sales amounted to $234.5 million, up from $209.2 million year-over-year, reflecting a 12.1% increase[39] - For the three months ended September 30, 2025, the Company reported gross oil, natural gas, and NGL sales of $234.5 million, an increase from $212.7 million in the same period of 2024, representing a growth of 10.2%[96] - The Company’s revenue from oil sales for the nine months ended September 30, 2025, was $352.2 million, down from $420.5 million in 2024, reflecting a decrease of 16.2%[96] Assets and Liabilities - Proved oil and natural gas properties increased to $3.9 billion as of September 30, 2025, compared to $2.4 billion at the end of 2024[36] - Total current assets rose to $375.1 million from $322.1 million, indicating a 16.5% increase[36] - Long-term debt increased to $1.1 billion from $668.8 million, reflecting a 70.9% rise[36] - The company had total assets of $3.77 billion as of September 30, 2025, up from $2.34 billion as of December 31, 2024[203] - The company’s total accrued liabilities increased to $120.992 million as of September 30, 2025, up from $52.920 million at the end of 2024[130] Capital Expenditures and Investments - Capital expenditures for oil and natural gas properties totaled $165,579,000 for the nine months ended September 30, 2025, compared to $162,432,000 in 2024[42] - Capital expenditures, including acquisitions, were $594.1 million for the three months ended September 30, 2025, significantly higher than $98.9 million in the same period of 2024[201] - The Company completed the IKAV Acquisition for approximately $759.6 million, which included $349.8 million in cash and 30.6 million common units valued at approximately $409.9 million[101] - The Sabinal Acquisition was finalized for approximately $444.4 million, consisting of $199.3 million in cash and 19.2 million common units valued at approximately $256.9 million[108] Debt and Financing - As of September 30, 2025, the Company reported $1.2 billion in outstanding borrowings under the New Credit Agreement, with an effective interest rate of 8.1%[138] - The New Credit Agreement has a maximum commitment amount of $2.0 billion and requires a consolidated total net leverage ratio of less than or equal to 3.00 to 1.00[132] - The Company recorded $18.5 million in debt extinguishment costs related to the termination of the Term Loan Credit Agreement[141] - The Company’s cash paid for interest decreased to $39.0 million for the nine months ended September 30, 2025, compared to $75.4 million in 2024, a reduction of 48.3%[98] Derivative Instruments and Risk Management - The Company uses derivative contracts to reduce exposure to fluctuations in commodity prices, including fixed price swaps and costless collars[145] - The Company has open fixed price swap positions related to oil production totaling 5,423 Mbbl with an average fixed price of $66.97[149] - The Company has open costless collar positions related to oil production totaling 1,098 Mbbl with a floor price of $58.13 and a ceiling price of $78.05[152] - The Company reported total gains on derivative contracts of $24.753 million for the three months ended September 30, 2025[155] Legal and Compliance - The Company recognized $8.2 million of expense related to legal matters during the second quarter of 2025, with accrued liabilities of approximately $4.8 million as of September 30, 2025, up from $1.5 million at the end of 2024[175] - The Company has accrued approximately $4.8 million in liabilities related to legal matters as of September 30, 2025, indicating a significant increase in potential legal expenses[175] Compensation and Equity - The weighted average common units outstanding for Q3 2025 was 126,457, compared to 96,856 in Q3 2024[39] - Total non-cash compensation cost related to Time-Based Phantom Units was $5.5 million for the nine months ended September 30, 2025, compared to $4.4 million for the same period in 2024, reflecting a 25% increase[169] - Total non-cash compensation cost related to Performance Phantom Units was $0.8 million for the nine months ended September 30, 2025, compared to $0.3 million for the same period in 2024[174] Inventory and Production - As of September 30, 2025, the company's total inventory was $49.362 million, up from $24.301 million as of December 31, 2024, with production equipment valued at $45.911 million and crude oil in storage at $3.451 million[69] - The average depletion rate per barrel equivalent unit of production was $7.01 for the three months ended September 30, 2025, down from $8.17 for the same period in 2024[59]

Financial Performance - Total revenues for Q3 2025 were $566.8 million, a decrease of 5.7% compared to $601.4 million in Q3 2024[8] - Net income for Q3 2025 was $43.3 million, compared to a net loss of $70.5 million in Q3 2024, marking a significant turnaround[12] - Gross profit for the nine months ended September 30, 2025, was $878.1 million, compared to $965.5 million for the same period in 2024, a decline of 9.1%[8] - For the nine months ended September 30, 2025, net income was $134.3 million, a significant increase from a net loss of $61.1 million in the same period of 2024[17] - Adjusted EBITDA for the nine months ended September 30, 2025, was $721.0 million, down 7.4% from $778.4 million in 2024[91] - Total comprehensive income for the three months ended September 30, 2025, was $36,800, compared to a total comprehensive loss of $93,093 in the prior year[12] Revenue and Leasing - Leasing revenue for Q3 2025 was $434.2 million, down from $455.6 million in Q3 2024, reflecting a decrease of 4.9%[8] - Total revenue for the three months ended September 30, 2025, was $566.8 million, a decrease of 5.8% from $601.4 million in the same period of 2024[27] - For the nine months ended September 30, 2025, total revenue was $1.72 billion, down 4.3% from $1.79 billion in 2024[27] - Modular space leasing revenue for the three months ended September 30, 2025, was $250.8 million, a slight decrease from $254.5 million in 2024[29] Assets and Liabilities - Total assets increased to $6.1 billion as of September 30, 2025, up from $6.0 billion at the end of 2024[7] - Total liabilities stood at $5.0 billion as of September 30, 2025, slightly up from $5.0 billion at the end of 2024[7] - The company’s accumulated deficit decreased to $612.6 million as of September 30, 2025, from $747.0 million at the end of 2024[7] - Total shareholders' equity as of September 30, 2025, was $1.06 billion, an increase from $1.05 billion as of September 30, 2024[15] Cash Flow and Dividends - Total cash provided by operating activities for the nine months ended September 30, 2025, was $603.1 million, compared to $382.7 million in 2024, reflecting a 57.6% increase[17] - The company incurred cash dividends declared of $38.4 million for the nine months ended September 30, 2025, compared to no dividends declared in the same period in 2024[17] - Cash and cash equivalents at the end of the period were $14.8 million as of September 30, 2025, compared to $11.0 million at the end of September 2024[17] Debt and Financing - Total debt outstanding as of September 30, 2025, was $3.6 billion, a decrease from $3.7 billion as of December 31, 2024[46] - The ABL Facility had $1.7 billion of available borrowing capacity as of September 30, 2025, including $1.5 billion under the US Facility and $190 million under the Multicurrency Facility[50] - The Company issued $500 million in 6.625% senior secured notes due 2030 on March 26, 2025, with interest payable semi-annually starting October 15, 2025[53] - The company was in compliance with all debt covenants and restrictions associated with its debt instruments as of September 30, 2025[57] Tax and Compliance - The company recorded an income tax expense of $54.9 million for the nine months ended September 30, 2025, compared to an income tax benefit of $17.4 million for the same period in 2024, reflecting a significant change in tax position[63] - The effective tax rate for the nine months ended September 30, 2025, was 29.0%, up from 22.2% for the same period in 2024, primarily due to state and provincial taxes and non-deductible executive compensation[64] Stock and Compensation - Stock-based compensation expense for Restricted Stock Awards (RSAs) was $1.2 million for the nine months ended September 30, 2025, compared to $1.0 million for the same period in 2024[75] - The Company granted 677,853 Time-Based RSUs with a weighted-average grant date fair value of $31.08 during the nine months ended September 30, 2025[76] - Unrecognized compensation cost related to Time-Based RSUs totaled $24.8 million as of September 30, 2025, expected to be recognized over a remaining weighted average vesting period of 2.7 years[76] - The intrinsic value of stock options outstanding at September 30, 2025, was $3.7 million, while the intrinsic value of fully vested and exercisable options was $4.2 million[82] Acquisitions and Investments - The company acquired a regional provider of climate-controlled containers for $115.6 million, with recognized goodwill of $54.5 million and intangible assets valued at $18.7 million[25] - The company made acquisitions totaling $144.4 million during the nine months ended September 30, 2025, compared to $84.5 million in 2024[17] Other Financial Metrics - The company reported depreciation and amortization expenses of $317.8 million for the nine months ended September 30, 2025, up from $285.9 million in 2024[17] - The company recognized a loss of $9.636 million in other comprehensive income (OCI) for the nine months ended September 30, 2025, compared to a gain of $3.947 million for the same period in 2024[69] - The balance of accumulated other comprehensive income (loss) at September 30, 2025, was $(72.783) million, compared to $(69.924) million at September 30, 2024[62]

Financial Performance - Total revenue for Q3 2025 was $1,433.5 million, a 12.4% increase from $1,275.5 million in Q3 2024[143] - Gross profit for Q3 2025 was $260.5 million, up 28.3% from $202.9 million in Q3 2024[143] - The company’s net income attributable to Granite Construction for Q3 2025 was $102.9 million, compared to $79.0 million in Q3 2024[143] - Gross profit for the construction segment increased by $21.7 million (12.7%) for the three months ended September 30, 2025, and by $68.6 million (18.9%) for the nine months ended September 30, 2025, compared to 2024[155] - Materials gross profit surged by $35.9 million (111.4%) for the three months and by $53.0 million (89.7%) for the nine months ended September 30, 2025, compared to 2024, primarily due to higher volumes and sales prices[156] Revenue Breakdown - Materials revenue increased by $76.2 million (39.1%) in Q3 2025 compared to Q3 2024, driven by higher sales volumes and prices[147] - Construction revenue for Q3 2025 increased by $81.8 million (7.6%) compared to Q3 2024, primarily due to contributions from recently acquired businesses[145] Project and Funding Information - Committed and Awarded Projects (CAP) balance was $6.3 billion at the end of Q3 2025, supported by a positive public funding environment[136] - Significant additions to CAP included $350 million for a drainage improvement project in Illinois and $158 million for a federal project in Guam[150] - The Infrastructure Investment and Jobs Act (IIJA) has provided $550 billion in incremental funding over five years, boosting project lettings[133] - Public work projects account for approximately 85% of the company's portfolio, heavily reliant on federal, state, and local funding[133] Expenses and Costs - Selling, general and administrative (SG&A) expenses for the three months ended September 30, 2025, totaled $101.6 million, an increase of $10.0 million compared to the same period in 2024, mainly due to higher salaries and related expenses[157] - Other costs, net for the three months ended September 30, 2025, were $16.0 million, up from $8.5 million in 2024, primarily due to acquisition and integration costs[158] Tax and Income - The provision for income taxes for the three months ended September 30, 2025, was $38.1 million, with an effective tax rate of 25.8%[161] - The amount attributable to non-controlling interests for the three months ended September 30, 2025, was $(6.5) million, reflecting increased profitability on joint venture projects[163] Liquidity and Cash Flow - The company expects its primary sources of liquidity to be sufficient to meet working capital needs and capital expenditures for the next twelve months[167] - As of September 30, 2025, total cash, cash equivalents, and marketable securities amounted to $616.5 million, an increase from $585.6 million as of December 31, 2024[170] - Net cash provided by operating activities for the nine months ended September 30, 2025, was $289.6 million, representing a $6.1 million increase compared to the same period in 2024[176] - Cash used in investing activities increased to $947.8 million for the nine months ended September 30, 2025, primarily due to a $569.6 million increase in cash used for acquisitions[177] - Cash provided by financing activities was $521.7 million for the nine months ended September 30, 2025, reflecting a $549.5 million increase compared to the same period in 2024[178] Debt and Financial Compliance - As of September 30, 2025, the company had $580.4 million of unused availability under its $600.0 million Revolver[169] - The principal amount of $373.8 million for the 3.25% Convertible Notes has been classified as a current liability as of September 30, 2025[169] - The company is in compliance with the financial covenants of its Credit Agreement as of September 30, 2025[183]

Arrangement Agreement Overview - The Arrangement Agreement aims to deliver additional benefits to BBU Unitholders and BBUC Shareholders by consolidating their investments through a newly formed corporation[8]. - The BBU Board unanimously recommends the Arrangement after considering the Fairness Opinion, determining it to be in the best interests of BBU[8]. - The BBUC Board also unanimously supports the Arrangement based on the Fairness Opinion and other considerations, affirming its benefits for BBUC[8]. - The Arrangement is structured under Section 288 of the BCBCA, with specific conditions and resolutions to be approved by BBU and BBUC[12]. - The Arrangement will be subject to approval at the BBU Unitholders' Meeting and the BBUC Shareholders' Meeting[34]. - The Arrangement is subject to the approval of BBU Unitholders and BBUC Shareholders at their respective meetings[88]. Financial Considerations - The Fairness Opinion indicates that the consideration for Public Holders of BBU Units and BBUC Shares is fair from a financial perspective[30]. - The Transaction Costs associated with the Arrangement will cover all fees, costs, and expenses incurred directly in connection with the process[39]. - Each Party will pay 50% of all Transaction Costs unless otherwise agreed[70]. - The Cash Consideration is defined as the value of one Class A Share[139]. Effective Date and Conditions - The Effective Date of the Arrangement will be determined once all conditions precedent are satisfied or waived, including the granting of the Final Order[28]. - The Effective Date will be determined by the Corporation, BBU, and BBUC upon satisfaction or waiver of conditions precedent[88]. - Each Party is obligated to complete the transactions subject to conditions that must be materially performed before the Effective Date[62]. - The conditions set forth in Sections 5.1 and 5.2 will be deemed satisfied or waived on the Effective Date[63]. Shareholder Rights and Dissenting Unitholders - The Arrangement includes provisions for Dissent Rights for registered BBU Unitholders and BBUC Shareholders[27]. - Dissent Rights will be exercised by no more than 5% of the outstanding BBU Units and BBUC Shares in aggregate[60]. - Dissenting Unitholders will receive a debt-claim for the fair value of their BBU Units[104]. - A dissenting Unitholder is entitled to be paid the fair value of the Units held, determined as of the close of business on the day before the Resolutions were adopted[149]. - The Partnership must send a written offer to dissenting Unitholders within seven days after the action approved by the Resolutions is effective[150]. - The final order of a court in proceedings for dissenting Unitholders shall be rendered against the Partnership for the amount of the Units as fixed by the court[153]. Corporate Structure and Share Issuance - The authorized capital of the Corporation includes an unlimited number of Corporation Class A Shares and B Shares, among others[53]. - The Corporation Class A Shares will be conditionally approved for trading on the NYSE and TSX, subject to standard listing conditions[60]. - The Corporation will acquire all issued and outstanding Units and class A exchangeable subordinate voting shares in exchange for Class A Shares[136]. - Holders of Units will receive one Class A Share for each Unit held as Class A Consideration[136]. - The Corporation will deliver DRS statements representing the Corporation Shares to REU Holders and Specified Purchasers as soon as practicable following the Effective Time[124]. Amendments and Governance - The Agreement outlines the responsibilities and covenants of the involved parties, ensuring compliance with applicable laws[10]. - The Agreement may be amended by written agreement of the Parties before the Effective Time without further notice to stakeholders[65]. - The directors of the General Partner are authorized to amend the Arrangement Agreement or the Plan of Arrangement without notice to Unitholders[160]. - The Agreement is governed by the laws of the Province of British Columbia and Canada[78]. Legal and Compliance - The Corporation intends to rely on the exemption from registration under Section 3(a)(10) of the U.S. Securities Act for the issuance of Corporation Class A Shares[48]. - The Agreement will remain effective until the earlier of the Effective Time or termination as per its terms[66]. - No Party will have personal liability under this Agreement for any special or consequential damages[79]. - The provisions of Section 9.5 shall apply mutatis mutandis to any payment to a Unitholder under Section 7.6[184].

Financial Performance - Reported GAAP net income attributable to controlling interest of $55.9 million, or $0.33 per diluted share, for Q3 2025[5] - Total revenues for the three months ended September 30, 2025, increased to $572,937, up 9.4% from $523,814 in the same period of 2024[34] - Net income attributable to controlling interest for the three months ended September 30, 2025, was $55,927, compared to a loss of $4,126 in the same period of 2024[34] - Basic net income per share for the three months ended September 30, 2025, was $0.33, compared to a loss of $0.03 in the same period of 2024[34] - Net income attributable to common stockholders is projected to be between $78.00 million and $83.00 million for 2025, compared to $53.70 million to $60.50 million in the prior year[53] - The company anticipates a diluted net income per common share of $0.47 to $0.50, compared to $0.33 to $0.37 in the prior year[53] Operational Metrics - Achieved Same-Store Net Operating Income (NOI) growth of 16.4% for Q3 2025 compared to Q3 2024, with SHOP and ISHC segments growing by 25.3% and 21.7%, respectively[5][7] - Net operating income (NOI) for the three months ended September 30, 2025, was $105,815, an increase of 13.1% from $93,536 in the same period of 2024[40] - Total Portfolio NOI for Q3 2025 was $105,815,000, an increase of 13.2% from $93,536,000 in Q3 2024[45] - Same-Store NOI for Q3 2025 was $101,407,000, representing a 16.4% increase compared to $87,111,000 in Q3 2024[45] - Cash NOI for the three months ended September 30, 2025, reached $111,895, compared to $100,535 in the same period of 2024, reflecting a 11.5% increase[40] - Cash NOI for the nine months ended September 30, 2025, reached $322,144,000, up 12.4% from $286,490,000 in the same period of 2024[45] Guidance and Projections - Increased total portfolio Same-Store NOI growth guidance for FY 2025 to a range of 13.0% to 15.0%, up from 11.0% to 14.0%[5][16] - Increased NFFO guidance for FY 2025 to a range of $1.69 to $1.72 per diluted share, reflecting a $0.045 increase at the midpoint[5][16] - NAREIT FFO attributable to common stockholders is expected to range from $283.50 million to $288.50 million, up from $259.40 million to $266.20 million previously[53] - Total Portfolio Same-Store NOI growth is forecasted to be between 13.0% and 15.0%, compared to 11.0% to 14.0% in the prior year[53] - ISHC segment is anticipated to achieve Same-Store NOI growth of 17.0% to 20.0%, an increase from 15.0% to 19.0% previously[53] - SHOP segment is expected to see Same-Store NOI growth of 24.0% to 26.0%, compared to 20.0% to 24.0% in the prior year[53] Acquisitions and Investments - Closed approximately $210.8 million in acquisitions during Q3 2025, totaling over $575 million year-to-date[5] - Initiated ten new development and expansion projects with an expected total cost of approximately $176.9 million[10] - Maintained over $450 million in awarded deals within its investments pipeline, expected to close by year-end or early 2026[9] Balance Sheet and Financial Position - Total consolidated indebtedness as of September 30, 2025, was $1.54 billion, with a Net-Debt-to-Annualized Adjusted EBITDA of 3.5x[11] - Total assets increased to $4,770,289 thousand as of September 30, 2025, up from $4,488,057 thousand at December 31, 2024, representing a growth of approximately 6.3%[31] - Real estate investments net value rose to $3,598,607 thousand, compared to $3,366,648 thousand at the end of 2024, indicating an increase of about 6.9%[31] - Cash and cash equivalents significantly increased to $147,364 thousand from $76,702 thousand, reflecting an increase of approximately 92.2%[31] - Total liabilities decreased to $2,050,359 thousand from $2,183,895 thousand, a reduction of about 6.1%[31] - Stockholders' equity grew to $2,678,177 thousand as of September 30, 2025, compared to $2,261,231 thousand at the end of 2024, marking an increase of approximately 18.5%[31] - The accumulated deficit increased to $(1,523,335) thousand from $(1,458,089) thousand, indicating a rise in losses of about 4.5%[31] - Common stock shares issued and outstanding increased to 171,031,062 as of September 30, 2025, from 157,446,697 at December 31, 2024, representing an increase of approximately 8.6%[31] Corporate Responsibility and Future Initiatives - Published its inaugural Corporate Responsibility Report outlining future initiatives[5] - The company reported a significant focus on expanding its portfolio in clinical healthcare real estate, particularly in senior housing and skilled nursing facilities across the U.S. and U.K.[29] - Management emphasizes the importance of non-GAAP financial measures such as EBITDA and NFFO for evaluating operational performance and making investment decisions[24][25] - The company plans to continue leveraging its diversified portfolio to enhance revenue growth and operational efficiency in the upcoming quarters[29] Expenses and Impairments - The company reported a depreciation and amortization expense of $49,181 for the three months ended September 30, 2025, compared to $44,246 in the same period of 2024[34] - Interest expense for the three months ended September 30, 2025, decreased to $20,392 from $30,395 in the same period of 2024, a reduction of 32.9%[40] - The company recognized an impairment of real estate investments of $3,768 for the three months ended September 30, 2025, compared to no impairment in the same period of 2024[36] - Depreciation and amortization for 2025 is expected to remain steady at $182.00 million, up from $168.30 million in the prior year[53] - Non-cash impact of changes to equity plan is projected at $12.80 million, slightly up from $12.50 million previously[53]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) Delaware 81-4063248 (State or other jurisdiction of incorporation or organization) 3601 Walnut Street, Suite 400 Denver, Colorado 80205 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40575 EverCommerce Inc. (Exact Name of Registrant as Specified in its Charter) For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SEC ...

Financial Performance - Revenue for Q3 2025 was $392.2 million, a 12% increase year-over-year from $350.1 million in Q3 2024 and a 7% increase sequentially from $366.2 million in Q2 2025[4] - GAAP net income for Q3 2025 was $14.3 million, or $0.31 per diluted share, compared to $13.7 million, or $0.30 per diluted share in Q3 2024 and $46.1 million, or $0.99 per diluted share in Q2 2025[9] - Non-GAAP adjusted net income was $17.2 million, or $0.37 per diluted share, down from $20.1 million, or $0.43 per diluted share in Q3 2024[10] - Net income attributable to common stockholders for Q3 2025 was $14.28 million, a 3.9% increase from $13.75 million in Q3 2024[25] - Net income for Q3 2025 was $14.28 million, up from $13.75 million in Q3 2024, representing a year-over-year increase of approximately 3.9%[46] Profitability Metrics - GAAP gross profit was $120.5 million, representing a gross profit margin of 30.7%, down from 33.7% in Q3 2024 and 31.5% in Q2 2025[4] - EBITDA for Q3 2025 was $46.6 million, or 11.9% of revenue, compared to $46.9 million, or 13.4% of revenue in Q3 2024[12] - Gross profit for Q3 2025 was $120.49 million, compared to $118.01 million in Q3 2024, reflecting a gross margin of 30.7%[25] - EBITDA for Q3 2025 was $46.56 million, compared to $46.94 million in Q3 2024, showing a slight decrease[46] Cash Flow and Liquidity - Cash flow from operations was $79.1 million, with free cash flow of $62.8 million, including $16.3 million in capital expenditures[13] - Free cash flow (FCF) for Q3 2025 was $62.8 million, indicating the cash generated after capital expenditures[43] - As of September 30, 2025, the company had approximately $392 million in cash and cash equivalents, with total debt of approximately $58 million[14] - Cash and cash equivalents increased to $376.59 million as of September 30, 2025, compared to $308.67 million at the end of 2024, reflecting a growth of 22%[48] Expenses and Investments - Research and development expenses increased to $41.86 million in Q3 2025, up from $33.69 million in Q3 2024, indicating a focus on innovation[25] - The company reported a total operating expense of $108.92 million in Q3 2025, up from $96.13 million in Q3 2024, driven by increased R&D and SG&A expenses[25] - The company excluded costs related to the retirement of two executives from its financial measures, which do not reflect ongoing operating expenses[41] Market Position and Future Outlook - The company expects Q4 2025 revenue to be approximately $380 million, representing a 12% year-over-year growth at the mid-point[16] - GAAP gross margin for Q4 2025 is expected to be 31.0%, with non-GAAP operating expenses projected at approximately 27.0% of revenue[16] - The company is gaining market share in the automotive sector with new programs launching early next year, alongside increased content in industrial applications[6] Balance Sheet Highlights - Total assets as of September 30, 2025, were $2.47 billion, an increase from $2.39 billion as of December 31, 2024[48] - Total stockholders' equity rose to $1.89 billion as of September 30, 2025, up from $1.80 billion at the end of 2024[48] - Current liabilities totaled $383.80 million as of September 30, 2025, slightly up from $375.60 million at the end of 2024[48] - The company reported a decrease in inventories to $470.91 million as of September 30, 2025, from $474.95 million at the end of 2024[48] Other Financial Metrics - Interest income for Q3 2025 was $8.49 million, significantly higher than $4.53 million in Q3 2024, indicating improved cash management[25] - The company recorded a foreign currency loss of $3.33 million in Q3 2025, compared to a loss of $4.42 million in Q3 2024, showing some improvement in currency exposure[25] - For the nine months ended September 30, 2025, net income was $55.94 million, a significant increase from $35.78 million in the same period of 2024[28][29]

Financial Performance - The net loss for the three months ended September 30, 2025, was $123.9 million, an improvement of $357.6 million compared to a net loss of $481.4 million in 2024[204]. - Adjusted EBITDA for the three months ended September 30, 2025, was $349.3 million, up 22.2% from $285.9 million in 2024[204]. - The net loss for the nine months ended September 30, 2025, was $302.2 million, a decrease of $289.4 million compared to a net loss of $12.8 million in 2024[205]. - Adjusted EBITDA for the nine months ended September 30, 2025, was $690.1 million, a slight increase from $685.0 million in 2024[205]. - Total revenue for the three months ended September 30, 2025, was $1.6 billion, compared to $646.9 million in 2024[213]. - Adjusted revenue for the three months ended September 30, 2025, was $1.78 billion, an increase from $1.32 billion in 2024[213]. - Total revenue for the nine months ended September 30, 2025, was $4.0 billion, an increase of 20% compared to $3.3 billion in 2024[237]. - Other income for the nine months ended September 30, 2025, was $1.2 billion, an increase of $389.7 million, or 48%, compared to $814.3 million in the same period of 2024[258]. Loan Origination and Mortgage Activity - The company originated $32.4 billion in residential mortgage loans for the three months ended September 30, 2025, a 14% increase from $28.5 billion in 2024[204]. - For the nine months ended September 30, 2025, the company originated $83.1 billion in residential mortgage loans, a 13% increase from $73.4 billion in 2024[205]. - Closed loan origination volume for the three months ended September 30, 2025, was $32,412,828 thousand, an increase from $28,495,976 thousand in 2024[219]. - Total loans closed by Rocket Loans for the three months ended September 30, 2025, was 22.9 thousand, compared to 10.2 thousand in 2024[221]. Acquisition and Integration - The company completed the all-stock acquisition of Mr. Cooper on October 1, 2025, and Redfin on July 1, 2025, with integration efforts proceeding as expected[203]. - Goodwill was recorded based on the preliminary fair value of net assets acquired from the Redfin acquisition, with adjustments possible within one year[298]. Expenses and Profitability - Total expenses for the three months ended September 30, 2025, were $1.8 billion, an increase of 56% compared to $1.1 billion in 2024[237]. - Salaries, commissions, and team member benefits for Q3 2025 were $874.8 million, an increase of $267.2 million, or 44%, compared to $607.5 million in Q3 2024[261]. - Directly attributable expenses for Direct to Consumer were $683.8 million, an increase of $132.5 million, or 24%, compared to $551.2 million in 2024, primarily driven by higher variable compensation and performance marketing[268]. Market Conditions - The 30-year fixed mortgage rate decreased to approximately 6.3% by the end of the quarter, contributing to increased refinance activity[202]. - The weighted average loan rate increased to 4.52% in Q3 2025 from 4.18% in Q3 2024, while the weighted average LTV rose to 72.04% from 71.77%[247]. Liquidity and Capital Structure - Total liquidity as of September 30, 2025, was $9.3 billion, including $5.8 billion in cash and cash equivalents[287]. - The company completed the restructuring of approximately $5.0 billion of legacy unsecured debt, enhancing its liquidity position[287]. - As of September 30, 2025, cash and cash equivalents increased to $5.9 billion, up $4.6 billion from $1.2 billion as of September 30, 2024, primarily due to a $4.0 billion senior notes offering[290]. - Equity rose to $8.9 billion as of September 30, 2025, an increase of $0.5 billion or 6% compared to $8.4 billion as of September 30, 2024, driven by a $1.5 billion increase from the Redfin acquisition[291]. Tax and Compliance - The company paid tax distributions totaling $113.8 million during the nine months ended September 30, 2025, compared to no material distributions in the same period of 2024[292]. - The company was in compliance with all financial covenants as of September 30, 2025, and December 31, 2024[289].