UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-22773 NETSOL TECHNOLOGIES, INC. (Exact Name of Registrant specified in its charter) (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) NEVADA 95 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number: 001-41106 Incannex Healthcare Inc. (Exact name of registrant as specified in its charter) Delaware 93-2403210 (State or other ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ Commission File Number 000-08565 Marine Petroleum Trust (Exact name of Registrant as specified in its Charter) Texas 75-6008017 (State ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) Presents unaudited consolidated financial statements and management's discussion and analysis of financial condition and operations [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited consolidated financial statements including income, balance sheets, cash flows, and detailed notes [Consolidated Statements of Income (Loss)](index=4&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20INCOME%20(LOSS)) Presents the company's revenues, expenses, operating income, and net income for specified periods Consolidated Statements of Income (Loss) (in millions, except per share data) | Item | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :--------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Total Revenues | $8,153 | $7,896 | $20,292 | $19,083 | | Total Cruise and tour operating expenses | $4,385 | $4,303 | $12,037 | $11,805 | | Selling and administrative expense | $779 | $763 | $2,442 | $2,366 | | Depreciation and amortization expense | $717 | $651 | $2,064 | $1,898 | | Operating Income | $2,271 | $2,178 | $3,748 | $3,013 | | Interest expense, net | $(317) | $(431) | $(1,034) | $(1,352) | | Debt extinguishment and modification costs | $(111) | $(13) | $(366) | $(78) | | Net Income | $1,852 | $1,735 | $2,338 | $1,613 | | Basic Earnings Per Share | $1.41 | $1.37 | $1.78 | $1.27 | | Diluted Earnings Per Share | $1.33 | $1.26 | $1.71 | $1.21 | [Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME%20(LOSS)) Details net income and other comprehensive income components, including foreign currency adjustments Consolidated Statements of Comprehensive Income (Loss) (in millions) | Item | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :---------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net Income | $1,852 | $1,735 | $2,338 | $1,613 | | Change in foreign currency translation adjustment | $18 | $64 | $233 | $71 | | Other Comprehensive Income (Loss) | $39 | $26 | $260 | $45 | | Total Comprehensive Income (Loss) | $1,890 | $1,761 | $2,598 | $1,658 | [Consolidated Balance Sheets](index=6&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) Outlines the company's assets, liabilities, and shareholders' equity at specific dates Consolidated Balance Sheets (in millions) | Item | August 31, 2025 | November 30, 2024 | | :---------------------------------- | :---------------- | :---------------- | | **ASSETS** | | | | Cash and cash equivalents | $1,763 | $1,210 | | Total current assets | $3,868 | $3,378 | | Property and Equipment, Net | $42,889 | $41,795 | | Total Assets | $50,831 | $49,057 | | **LIABILITIES AND SHAREHOLDERS' EQUITY** | | | | Total current liabilities | $11,436 | $11,617 | | Long-Term Debt | $25,064 | $25,936 | | Total Shareholders' Equity | $11,928 | $9,251 | | Total Liabilities and Shareholders' Equity | $50,831 | $49,057 | [Consolidated Statements of Cash Flows](index=7&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Reports cash flows from operating, investing, and financing activities for the periods presented Consolidated Statements of Cash Flows (in millions) | Item | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $4,700 | $5,012 | | Net cash provided by (used in) investing activities | $(1,815) | $(3,961) | | Net cash provided by (used in) financing activities | $(2,355) | $(1,953) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $560 | $(893) | | Cash, cash equivalents and restricted cash at end of period | $1,792 | $1,543 | [Consolidated Statements of Shareholders' Equity](index=8&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20SHAREHOLDERS'%20EQUITY) Details changes in total shareholders' equity over various periods Consolidated Statements of Shareholders' Equity (in millions) | Item | At May 31, 2025 | At Aug 31, 2025 | At Nov 30, 2024 | At Aug 31, 2024 | | :---------------------------------- | :-------------- | :-------------- | :-------------- | :-------------- | | Total shareholders' equity (3 months) | $10,007 | $11,928 | N/A | $8,597 | | Total shareholders' equity (9 months) | N/A | $11,928 | $9,251 | $8,597 | [Notes to Consolidated Financial Statements](index=9&type=section&id=NOTES%20TO%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Provides detailed explanations and disclosures for the consolidated financial statements [NOTE 1 – General](index=9&type=section&id=NOTE%201%20%E2%80%93%20General) Outlines financial statement presentation, seasonality, reclassifications, and recent accounting pronouncements - Carnival Corporation & plc's consolidated financial statements are unaudited and include normal recurring adjustments. Operations are seasonal, with interim results not necessarily indicative of the full year. The interim statements should be read in conjunction with the **2024** Form **10-K**[22](index=22&type=chunk)[23](index=23&type=chunk) - In March **2025**, the P&O Cruises (Australia) brand was sunsetted, and its operations were integrated into Carnival Cruise Line[25](index=25&type=chunk) - New FASB guidance on Segment Reporting (effective **2025/2026**) will affect segment reporting disclosures but not the Consolidated Statements of Income (Loss) or Balance Sheets[26](index=26&type=chunk) - New FASB guidance on Income Taxes (effective **2026**) requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction[27](index=27&type=chunk) [NOTE 2 – Revenue and Expense Recognition](index=10&type=section&id=NOTE%202%20%E2%80%93%20Revenue%20and%20Expense%20Recognition) Details policies for recognizing revenue from passenger tickets, onboard activities, and related expenses - Guest cruise deposits and advance onboard purchases are initially recorded as customer deposits and recognized as revenue upon voyage completion (for voyages **10** nights or less) or on a pro rata basis (for voyages over **10** nights)[31](index=31&type=chunk) - As of August **31**, **2025**, total customer deposits were **$7.1 billion**, up from **$6.8 billion** as of November **30**, **2024**[34](index=34&type=chunk) - During the nine months ended August **31**, **2025**, **$5.8 billion** in revenues were recognized from customer deposits, compared to **$5.1 billion** in the prior year[34](index=34&type=chunk) - Incremental travel agent commissions and credit/debit card fees are recognized as assets within prepaid expenses and other, then expensed at revenue recognition or voyage cancellation[36](index=36&type=chunk) [NOTE 3 – Debt](index=12&type=section&id=NOTE%203%20%E2%80%93%20Debt) Provides a detailed breakdown of the company's debt structure, maturities, and recent debt activities Total Debt (in millions) | Item | August 31, 2025 | November 30, 2024 | | :------------------------------------------ | :---------------- | :---------------- | | Total Debt | $27,188 | $28,213 | | Less: unamortized debt issuance costs and discounts | $(707) | $(738) | | Total Debt, net | $26,481 | $27,475 | | Less: current portion of long-term debt | $(1,417) | $(1,538) | | Long-Term Debt | $25,064 | $25,936 | Scheduled Maturities of Debt as of August 31, 2025 (in millions) | Year | Principal Payments | | :---------------- | :----------------- | | Remainder of 2025 | $261 | | 2026 | $1,426 | | 2027 | $1,959 | | 2028 |

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Carnival Corporation & plc's unaudited consolidated financial statements, including income, comprehensive income, balance sheets, cash flows, and shareholders' equity, with detailed explanatory notes [Consolidated Statements of Income (Loss)](index=4&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20INCOME%20(LOSS)) This table presents the consolidated statements of income and loss, detailing revenues, expenses, operating income, and net income for specified periods Consolidated Statements of Income (Loss) (in millions, except per share data) | Item | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :--------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Total Revenues | $8,153 | $7,896 | $20,292 | $19,083 | | Total Cruise and tour operating expenses | $4,385 | $4,303 | $12,037 | $11,805 | | Selling and administrative expense | $779 | $763 | $2,442 | $2,366 | | Depreciation and amortization expense | $717 | $651 | $2,064 | $1,898 | | Operating Income | $2,271 | $2,178 | $3,748 | $3,013 | | Interest expense, net | $(317) | $(431) | $(1,034) | $(1,352) | | Debt extinguishment and modification costs | $(111) | $(13) | $(366) | $(78) | | Net Income | $1,852 | $1,735 | $2,338 | $1,613 | | Basic Earnings Per Share | $1.41 | $1.37 | $1.78 | $1.27 | | Diluted Earnings Per Share | $1.33 | $1.26 | $1.71 | $1.21 | [Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME%20(LOSS)) This table presents the consolidated statements of comprehensive income, detailing net income and other comprehensive income components Consolidated Statements of Comprehensive Income (Loss) (in millions) | Item | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :---------------------------------- | :------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | | Net Income | $1,852 | $1,735 | $2,338 | $1,613 | | Change in foreign currency translation adjustment | $18 | $64 | $233 | $71 | | Other Comprehensive Income (Loss) | $39 | $26 | $260 | $45 | | Total Comprehensive Income (Loss) | $1,890 | $1,761 | $2,598 | $1,658 | [Consolidated Balance Sheets](index=6&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) This table presents the consolidated balance sheets, detailing assets, liabilities, and shareholders' equity at specific dates Consolidated Balance Sheets (in millions) | Item | August 31, 2025 | November 30, 2024 | | :---------------------------------- | :---------------- | :---------------- | | **ASSETS** | | | | Cash and cash equivalents | $1,763 | $1,210 | | Total current assets | $3,868 | $3,378 | | Property and Equipment, Net | $42,889 | $41,795 | | Total Assets | $50,831 | $49,057 | | **LIABILITIES AND SHAREHOLDERS' EQUITY** | | | | Total current liabilities | $11,436 | $11,617 | | Long-Term Debt | $25,064 | $25,936 | | Total Shareholders' Equity | $11,928 | $9,251 | | Total Liabilities and Shareholders' Equity | $50,831 | $49,057 | [Consolidated Statements of Cash Flows](index=7&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) This table presents the consolidated statements of cash flows, detailing cash flows from operating, investing, and financing activities Consolidated Statements of Cash Flows (in millions) | Item | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $4,700 | $5,012 | | Net cash provided by (used in) investing activities | $(1,815) | $(3,961) | | Net cash provided by (used in) financing activities | $(2,355) | $(1,953) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $560 | $(893) | | Cash, cash equivalents and restricted cash at end of period | $1,792 | $1,543 | [Consolidated Statements of Shareholders' Equity](index=8&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20SHAREHOLDERS'%20EQUITY) This table presents the consolidated statements of shareholders' equity, detailing changes in equity over specified periods Consolidated Statements of Shareholders' Equity (in millions) | Item | At May 31, 2025 | At Aug 31, 2025 | At Nov 30, 2024 | At Aug 31, 2024 | | :---------------------------------- | :-------------- | :-------------- | :-------------- | :-------------- | | Total shareholders' equity (3 months) | $10,007 | $11,928 | N/A | $8,597 | | Total shareholders' equity (9 months) | N/A | $11,928 | $9,251 | $8,597 | [Notes to Consolidated Financial Statements](index=9&type=section&id=NOTES%20TO%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section provides detailed explanations and disclosures for the consolidated financial statements, covering accounting policies, debt, contingencies, fair value measurements, segment information, earnings per share, and supplemental cash flow data [NOTE 1 – General](index=9&type=section&id=NOTE%201%20%E2%80%93%20General) This note outlines the basis of presentation, accounting policies, and recent pronouncements affecting the financial statements - Carnival Corporation & plc's consolidated financial statements are unaudited and include normal recurring adjustments. Operations are seasonal, with interim results not necessarily indicative of the full year. The interim statements should be read in conjunction with the **2024 Form 10-K**[22](index=22&type=chunk)[23](index=23&type=chunk) - In March **2025**, the P&O Cruises (Australia) brand was sunsetted, and its operations were integrated into Carnival Cruise Line[25](index=25&type=chunk) - New FASB guidance on Segment Reporting (effective **2025/2026**) will affect segment reporting disclosures but not the Consolidated Statements of Income (Loss) or Balance Sheets[26](index=26&type=chunk) - New FASB guidance on Income Taxes (effective **2026**) requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction[27](index=27&type=chunk) [NOTE 2 – Revenue and Expense Recognition](index=10&type=section&id=NOTE%202%20%E2%80%93%20Revenue%20and%20Expense%20Recognition) This note details policies for recognizing revenue from passenger tickets, onboard activities, and associated expenses - Guest cruise deposits and advance onboard purchases are initially recorded as customer deposits and recognized as revenue upon voyage completion (for voyages **10 nights or less**) or on a pro rata basis (for voyages over **10 nights**)[31](index=31&type=chunk) - As of August **31, 2025**, total customer deposits were **$7.1 billion**, up from **$6.8 billion** as of November **30, 2024**[34](index=34&type=chunk) - During the nine months ended August **31, 2025**, **$5.8 billion** in revenues were recognized from customer deposits, compared to **$5.1 billion** in the prior year[34](index=34&type=chunk) - Incremental travel agent commissions and credit/debit card fees are recognized as assets within prepaid expenses and other, then expensed at revenue recognition or voyage cancellation[36](index=36&type=chunk) [NOTE 3 – Debt](index=12&type=section&id=NOTE%203%20%E2%80%93%20Debt) This note provides a detailed breakdown of the company's debt structure, activities, and covenants Total Debt (in millions) | Item | August 31, 2025 | November 30, 2024 | | :------------------------------------------ | :---------------- | :---------------- | | Total Debt | $27,188 | $28,213 | | Less: unamortized debt issuance costs and discounts | $(707) | $(738) | | Total Debt, net | $26,481 | $27,475 | | Less: current portion of long-term debt | $(1,417) | $(1,538) | | Long-Term Debt | $25,064 | $25,936 | Scheduled Maturities of Debt as of August 31, 2025 (in millions) | Year | Principal Payments | | :---------------- | :----------------- | | Remainder of 2025 | $261 | | 2026 | $1,426 | | 2027 | $1,959 | | 2028 | $5,034 | | 2029 | $4,832 | | Thereafter | $13,675 | | Total | $27,188 | - In June **2025**, Carnival Corporation and Carnival plc entered into a new **$4.5 billion** unsecured multi-currency revolving credit facility, replacing previous facilities and maturing in June **2030**[40](index=40&type=chunk) - During **2025**, the company issued **$9.2 billion** in senior unsecured notes and borrowed **$0.4 billion** under an unsecured term loan facility[45](index=45&type=chunk)[51](index=51&type=chunk) - The company prepaid **$9.6 billion** of debt instruments during **2025**, including senior secured term loans and various senior unsecured notes[46](index=46&type=chunk)[51](index=51&type=chunk) - Debt extinguishment and modification costs totaled **$111 million** for the three months and **$366 million** for the nine months ended August **31, 2025**, due to debt transactions[47](index=47&type=chunk) - As of August **31, 2025**, the company had **$8.7 billion** of undrawn export credit facilities to fund ship deliveries through **2033**[48](index=48&type=chunk) - As of August **31, 2025**, the company was in compliance with all applicable covenants under its debt agreements, including minimum interest coverage, minimum issued capital and reserves, and debt to capital limits[52](index=52&type=chunk)[57](index=57&type=chunk) [NOTE 4 – Contingencies and Commitments](index=15&type=section&id=NOTE%204%20%E2%80%93%20Contingencies%20and%20Commitments) This note details legal proceedings, regulatory inquiries, and commitments for new ship growth capital - The company is routinely involved in legal proceedings and government investigations, recording provisions when an unfavorable outcome is probable and estimable[53](index=53&type=chunk)[54](index=54&type=chunk) - A lawsuit under the Helms-Burton Act resulted in a **$110 million** judgment against Carnival Corporation, which was reversed on appeal. The case is pending further proceedings after a petition to the Supreme Court[56](index=56&type=chunk) - Two purported class actions related to COVID-19 in Australia and Italy remain pending. The Australian court found liability for negligence and breach of consumer protection warranties for the lead plaintiff, but awarded minimal damages. The Italian court rejected most claims[58](index=58&type=chunk) - The U.S. Department of Justice and EPA notified the company of potential civil penalties for alleged Clean Water Act violations, with a resolution pending[61](index=61&type=chunk) New Ship Growth Capital Commitments as of August 31, 2025 (in billions) | Year | Commitments | | :---------------- | :------------ | | Remainder of 2025 | $0.9 | | 2026 | $0.5 | | 2027 | $1.6 | | 2028 | $1.5 | | 2029 | $1.8 | | Thereafter | $6.5 | [NOTE 5 – Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks](index=17&type=section&id=NOTE%205%20%E2%80%93%20Fair%20Value%20Measurements,%20Derivative%20Instruments%20and%20Hedging%20Activities%20and%20Financial%20Risks) This note defines fair value levels, presents financial instrument values, and discusses risk management strategies Fair Value of Debt (in millions) | Item | Carrying Value (Aug 31, 2025) | Fair Value (Aug 31, 2025) | Carrying Value (Nov 30, 2024) | Fair Value (Nov 30, 2024) | | :---------------- | :---------------------------- | :-------------------------- | :---------------------------- | :-------------------------- | | Fixed rate debt | $23,418 | $24,856 | $22,449 | $23,241 | | Floating rate debt | $3,770 | $3,742 | $5,764 | $5,685 | | Total Debt | $27,188 | $28,598 | $28,213 | $28,927 | - The company manages fuel price risk through fleet optimization, energy efficiency, itinerary efficiency, new technologies, and alternative fuels[75](index=75&type=chunk) - Foreign currency exchange rate risks are managed through operating and financing activities, including netting exposures and using derivative instruments for ship commitments and net investments[76](index=76&type=chunk) - Interest rate risks are managed by adjusting the mix of fixed and floating rate debt through interest rate swaps, refinancing, and new debt issuances[80](index=80&type=chunk) - Credit risk concentrations are monitored and managed by conducting business with established financial institutions, diversifying counterparties, and adhering to credit rating and investment maturity guidelines[81](index=81&type=chunk)[85](index=85&type=chunk) [NOTE 6 – Segment Information](index=20&type=section&id=NOTE%206%20%E2%80%93%20Segment%20Information) This note provides financial information by reportable segment and breaks down revenue by geographic guest sourcing - The company's four reportable segments are North America cruise operations, Europe cruise operations, Cruise Support (port destinations and exclusive islands), and Tour and Other (Holland America Princess Alaska Tours)[83](index=83&type=chunk)[84](index=84&type=chunk) Operating Income (Loss) by Segment (in millions) | Segment | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :---------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | North America | $1,515 | $1,442 | $2,723 | $2,239 | | Europe | $810 | $770 | $1,318 | $1,058 | | Cruise Support | $(125) | $(104) | $(328) | $(313) | | Tour and Other | $71 | $70 | $36 | $30 | | Total | $2,271 | $2,178 | $3,748 | $3,013 | Revenue by Geographic Area (in millions) | Geographic Area | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :---------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | North America | $5,000 | $4,975 | $12,242 | $11,638 | | Europe | $2,609 | $2,406 | $6,200 | $5,605 | | Australia | $313 | $288 | $1,048 | $1,069 | | Other | $231 | $226 | $801 | $771 | | Total | $8,153 | $7,896 | $20,292 | $19,083 | [NOTE 7 – Earnings Per Share](index=22&type=section&id=NOTE%207%20%E2%80%93%20Earnings%20Per%20Share) This note provides the calculation of basic and diluted earnings per share, including dilutive effects Earnings Per Share (in millions, except per share data) | Item | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :---------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income | $1,852 | $1,735 | $2,338 | $1,613 | | Basic earnings per share | $1.41 | $1.37 | $1.78 | $1.27 | | Diluted earnings per share | $1.33 | $1.26 | $1.71 | $1.21 | | Diluted weighted-average shares outstanding | 1,402 | 1,399 | 1,401 | 1,398 | [NOTE 8 – Supplemental Cash Flow Information](index=22&type=section&id=NOTE%208%20%E2%80%93%20Supplemental%20Cash%20Flow%20Information) This note reconciles cash and cash equivalents and mentions non-cash activities Cash, Cash Equivalents and Restricted Cash (in millions) | Item | August 31, 2025 | November 30, 2024 | | :---------------------------------------------------------------- | :---------------- | :---------------- | | Cash and cash equivalents (Consolidated Balance Sheets) | $1,763 | $1,210 | | Restricted cash | $29 | $21 | | Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows) | $1,792 | $1,231 | - In June **2025**, **$46 million** of emission allowances and obligations were surrendered and derecognized as a non-cash activity[89](index=89&type=chunk) [NOTE 9 – Property and Equipment](index=22&type=section&id=NOTE%209%20%E2%80%93%20Property%20and%20Equipment) This note reports on ship sales completed during 2025, including capacity reduction and charter agreements - During **2025**, the company sold one North America segment ship (**460 berths**) and one Europe segment ship (**2,700 berths**), reducing passenger capacity[90](index=90&type=chunk) - The sold ships will continue to operate under bareboat charter agreements through May **2026** (North America) and September **2026** (Europe)[90](index=90&type=chunk) [NOTE 10 – Equity Method Investments](index=22&type=section&id=NOTE%2010%20%E2%80%93%20Equity%20Method%20Investments) This note discloses the sale of a portion of the company's interest in Grand Bahama Shipyard Ltd - In June **2025**, the company sold **one-third** of its interest in Grand Bahama Shipyard Ltd and Floating Docks S de RL, with no material impact on financial statements[91](index=91&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&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 performance, condition, and future outlook [Cautionary Note Concerning Factors That May Affect Future Results](index=23&type=section&id=Cautionary%20Note%20Concerning%20Factors%20That%20May%20Affect%20Future%20Results) This section highlights forward-looking statements and various risks that could impact future results - The report contains forward-looking statements that involve risks and uncertainties, intended to qualify for safe harbors[92](index=92&type=chunk) - Key risk factors include geopolitical uncertainty, pandemics, inflation, higher fuel/interest rates, incidents concerning ships, regulatory non-compliance, climate change, cybersecurity incidents, loss of key personnel, supplier issues, foreign currency fluctuations, overcapacity, and debt[93](index=93&type=chunk) [New Accounting Pronouncements](index=24&type=section&id=New%20Accounting%20Pronouncements) This section refers to detailed discussions on new accounting pronouncements in the financial statements notes - Refer to Note **1** for additional discussion regarding new accounting pronouncements[98](index=98&type=chunk) [Critical Accounting Estimates](index=24&type=section&id=Critical%20Accounting%20Estimates) This section refers to detailed discussions on critical accounting estimates in the Form 10-K - For critical accounting estimates, refer to 'Item **7**. Management's Discussion and Analysis of Financial Condition and Results of Operations' in the Form **10-K**[99](index=99&type=chunk) [Seasonality](index=24&type=section&id=Seasonality) This section explains the seasonal nature of the company's revenues and operations - Passenger ticket revenues are seasonal, with the third quarter (Northern Hemisphere summer) experiencing the highest demand, ticket prices, occupancy, and operating income[100](index=100&type=chunk) - Results are also impacted by planned ship maintenance during non-peak seasons and the May-September Alaska cruise season for Holland America Princess Alaska Tours[100](index=100&type=chunk) [Known Trends and Uncertainties](index=24&type=section&id=Known%20Trends%20and%20Uncertainties) This section identifies key trends and uncertainties, including fuel costs and regulatory impacts - Volatility in fuel costs is reasonably likely to impact profitability in both the short and long term[101](index=101&type=chunk) - Increasing focus on greenhouse gas emissions and new regulatory requirements, like the EU ETS, are reasonably likely to have a material negative impact on future financial results[101](index=101&type=chunk) - The EU ETS impact was **$46 million** in **2024** (**40%** of emissions), will affect **70%** of emissions in **2025**, and all in-scope emissions in **2026**[101](index=101&type=chunk) [Statistical Information](index=25&type=section&id=Statistical%20Information) This section provides key operational statistics, including passenger days, occupancy, and fuel data Key Operational Statistics | Metric | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Passenger Cruise Days ("PCDs") (in millions) | 27.5 | 28.1 | 77.1 | 76.0 | | Available Lower Berth Days ("ALBDs") (in millions) | 24.6 | 25.2 | 72.3 | 71.7 | | Occupancy percentage | 112 % | 112 % | 107 % | 106 % | | Passengers carried (in millions) | 3.8 | 3.9 | 10.3 | 10.3 | | Fuel consumption in metric tons (in millions) | 0.7 | 0.7 | 2.1 | 2.2 | | Fuel consumption in metric tons per thousand ALBDs | 28.0 | 29.5 | 29.4 | 31.0 | | Fuel cost per metric ton consumed (excluding EU Allowances) | $607 | $670 | $621 | $680 | - For the three months ended August **31, 2025**, ALBDs decreased by **2.5%** (North America **-3.1%**, Europe **-1.5%**)[104](index=104&type=chunk) - For the nine months ended August **31, 2025**, ALBDs increased by **0.9%** (North America **+0.8%**, Europe **+1.2%**)[104](index=104&type=chunk) - North America capacity changes include new ships (Carnival Cruise Line, Princess Cruises) and ships leaving the fleet (Seabourn, P&O Cruises Australia)[105](index=105&type=chunk) - Europe capacity changes include a new Cunard ship and the transfer of a Costa Cruises ship to Carnival Cruise Line[106](index=106&type=chunk) [Three Months Ended August 31, 2025 ("2025") Compared to Three Months Ended August 31, 2024 ("2024")](index=26&type=section&id=Three%20Months%20Ended%20August%2031,%202025%20(%222025%22)%20Compared%20to%20Three%20Months%20Ended%20August%2031,%202024%20(%222024%22)) This section analyzes financial performance for the three months ended August 31, 2025, compared to the prior year [Revenues](index=26&type=section&id=Revenues_3M) This section analyzes revenues for the specified period, detailing changes across segments - Consolidated passenger ticket revenues increased by **$191 million** (**3.6%**) to **$5.4 billion**, driven by higher ticket prices and favorable foreign currency translation, partially offset by a **2.5%** capacity decrease[107](index=107&type=chunk)[108](index=108&type=chunk) - Consolidated onboard and other revenues increased by **$66 million** (**2.5%**) to **$2.7 billion**, primarily due to higher onboard spending and favorable foreign currency translation, partially offset by capacity decrease[108](index=108&type=chunk)[109](index=109&type=chunk) - North America segment passenger ticket revenues increased by **$15 million** (**0.4%**) to **$3.5 billion**, driven by higher ticket prices, partially offset by capacity decrease and lower air transportation revenue[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) - Europe segment passenger ticket revenues increased by **$166 million** (**9.1%**) to **$2.0 billion**, due to favorable foreign currency translation and higher ticket prices, partially offset by capacity decrease[113](index=113&type=chunk)[117](index=117&type=chunk) - Europe segment onboard and other revenues increased by **$54 million** (**11%**) to **$569 million**, driven by favorable foreign currency translation and higher onboard spending[117](index=117&type=chunk)[118](index=118&type=chunk) [Operating Expenses](index=27&type=section&id=Operating%20Expenses_3M) This section analyzes operating expenses for the specified period, detailing changes across segments - Consolidated operating expenses increased by **$82 million** (**1.9%**) to **$4.4 billion**, driven by unfavorable foreign currency translation, higher onboard costs, payroll, port expenses, and commissions, partially offset by lower fuel prices and consumption[118](index=118&type=chunk)[119](index=119&type=chunk)[125](index=125&type=chunk) - North America segment operating expenses decreased by **$65 million** (**2.2%**) to **$2.9 billion**, primarily due to capacity decrease and lower fuel prices, partially offset by higher payroll[120](index=120&type=chunk)[121](index=121&type=chunk)[126](index=126&type=chunk) - Europe segment operating expenses increased by **$135 million** (**12%**) to **$1.3 billion**, driven by unfavorable foreign currency translation, higher payroll, and commissions[127](index=127&type=chunk)[128](index=128&type=chunk)[133](index=133&type=chunk) - Consolidated depreciation and amortization expenses increased by **$66 million** (**10%**) to **$717 million**, driven by fleet enhancements[119](index=119&type=chunk) [Operating Income](index=28&type=section&id=Operating%20Income_3M) This section analyzes operating income for the specified period, detailing changes across segments - Consolidated operating income increased by **$94 million** to **$2.3 billion**[129](index=129&type=chunk) - North America segment operating income increased by **$73 million** to **$1.5 billion**[129](index=129&type=chunk) - Europe segment operating income increased by **$40 million** to **$810 million**[129](index=129&type=chunk) [Nonoperating Income (Expense)](index=28&type=section&id=Nonoperating%20Income%20(Expense)_3M) This section analyzes nonoperating income (expense) for the specified period, detailing changes in interest and debt costs - Interest expense, net, decreased by **$114 million** (**27%**) to **$317 million**, due to lower total debt, average interest rates, and increased capitalized interest[130](index=130&type=chunk) - Debt extinguishment and modification costs increased by **$98 million** to **$111 million**, resulting from debt transactions[130](index=130&type=chunk) [Nine Months Ended August 31, 2025 ("2025") Compared to Nine Months Ended August 31, 2024 ("2024")](index=28&type=section&id=Nine%20Months%20Ended%20August%2031,%202025%20(%222025%22)%20Compared%20to%20Nine%20Months%20Ended%20August%2031,%202024%20(%222024%22)) This section analyzes financial performance for the nine months ended August 31, 2025, compared to the prior year [Revenues](index=28&type=section&id=Revenues_9M) This section analyzes revenues for the specified period, detailing changes across segments - Consolidated passenger ticket revenues increased by **$757 million** (**6.0%**) to **$13.4 billion**, driven by higher ticket prices, capacity increase, favorable foreign currency translation, and increased occupancy[131](index=131&type=chunk)[132](index=132&type=chunk)[134](index=134&type=chunk) - Consolidated onboard and other revenues increased by **$452 million** (**7.0%**) to **$6.9 billion**, driven by higher onboard spending and capacity increase[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) - North America segment passenger ticket revenues increased by **$283 million** (**3.5%**) to **$8.5 billion**, due to higher ticket prices and capacity increase, partially offset by lower air transportation revenue[135](index=135&type=chunk)[136](index=136&type=chunk)[141](index=141&type=chunk) - North America segment onboard and other revenues increased by **$306 million** (**6.5%**) to **$5.0 billion**, driven by higher onboard spending and capacity increase[136](index=136&type=chunk)[137](index=137&type=chunk)[141](index=141&type=chunk) - Europe segment passenger ticket revenues increased by **$452 million** (**10%**) to **$4.9 billion**, driven by higher ticket prices, favorable foreign currency translation, increased occupancy, and capacity increase[137](index=137&type=chunk)[138](index=138&type=chunk)[141](index=141&type=chunk) - Europe segment onboard and other revenues increased by **$143 million** (**11%**) to **$1.5 billion**, driven by higher onboard spending and favorable foreign currency translation[138](index=138&type=chunk)[139](index=139&type=chunk)[141](index=141&type=chunk) [Operating Expenses](index=29&type=section&id=Operating%20Expenses_9M) This section analyzes operating expenses for the specified period, detailing changes across segments - Consolidated operating expenses increased by **$232 million** (**2.0%**) to **$12.0 billion**, driven by capacity increase, higher onboard costs, commissions, repair/maintenance, and payroll, partially offset by gains on ship sales and lower fuel prices/consumption[139](index=139&type=chunk)[140](index=140&type=chunk)[142](index=142&type=chunk) - North America segment operating expenses decreased by **$11 million** (**0.1%**) to **$8.0 billion**, due to lower fuel prices/consumption and a gain on ship sale, partially offset by capacity increase and higher onboard costs[145](index=145&type=chunk)[146](index=146&type=chunk)[153](index=153&type=chunk) - Europe segment operating expenses increased by **$227 million** (**6.4%**) to **$3.8 billion**, driven by unfavorable foreign currency translation, higher commissions, capacity increase, repair/maintenance, and onboard costs, partially offset by a gain on ship sale[148](index=148&type=chunk)[149](index=149&type=chunk)[154](index=154&type=chunk) - Consolidated depreciation and amortization expenses increased by **$166 million** (**8.7%**) to **$2.1 billion**[144](index=144&type=chunk) [Operating Income](index=31&type=section&id=Operating%20Income_9M) This section analyzes operating income for the specified period, detailing changes across segments - Consolidated operating income increased by **$735 million** to **$3.7 billion**[151](index=151&type=chunk) - North America segment operating income increased by **$484 million** to **$2.7 billion**[151](index=151&type=chunk) - Europe segment operating income increased by **$260 million** to **$1.3 billion**[151](index=151&type=chunk) [Nonoperating Income (Expense)](index=31&type=section&id=Nonoperating%20Income%20(Expense)_9M) This section analyzes nonoperating income (expense) for the specified period, detailing changes in interest and debt costs - Interest expense, net, decreased by **$317 million** (**23%**) to **$1.0 billion**, due to lower total debt, average interest rates, and increased capitalized interest[152](index=152&type=chunk) - Debt extinguishment and modification costs increased by **$288 million** to **$366 million**, resulting from debt transactions[152](index=152&type=chunk) [Liquidity, Financial Condition and Capital Resources](index=32&type=section&id=Liquidity,%20Financial%20Condition%20and%20Capital%20Resources) This section discusses the company's liquidity, financial condition, capital resources, and cash flow activities - As of August **31, 2025**, the company had **$6.3 billion** of liquidity, comprising **$1.8 billion** in cash and cash equivalents and **$4.5 billion** available under its Revolving Facility[155](index=155&type=chunk) - The company had a working capital deficit of **$7.6 billion** as of August **31, 2025**, an improvement from **$8.2 billion** at November **30, 2024**, primarily due to increased cash and decreased liabilities, partially offset by increased customer deposits[156](index=156&type=chunk) - The working capital deficit is mainly attributed to collecting passenger ticket receipts in advance, which remain current liabilities until sailing[156](index=156&type=chunk) - The company is not a party to any material off-balance sheet arrangements[157](index=157&type=chunk) [Sources and Uses of Cash](index=32&type=section&id=Sources%20and%20Uses%20of%20Cash) This section details the sources and uses of cash from operating, investing, and financing activities - Net cash from operating activities for the nine months ended August **31, 2025**, was **$4.7 billion**, a decrease of **$0.3 billion** from the prior year, mainly due to the nonrecurrence of a **$0.8 billion** credit card reserve release in **2024**, partially offset by increased net income[158](index=158&type=chunk) - Net cash used in investing activities for the nine months ended August **31, 2025**, was **$1.8 billion**, primarily for capital expenditures (**$2.1 billion**) and advances to affiliates, partially offset by proceeds from ship sales (**$312 million**)[159](index=159&type=chunk)[160](index=160&type=chunk) - Net cash used in financing activities for the nine months ended August **31, 2025**, was **$2.4 billion**, driven by **$10.7 billion** in debt repayments and **$8.6 billion** in new debt issuances[160](index=160&type=chunk) [Funding Sources](index=33&type=section&id=Funding%20Sources) This section outlines the company's funding strategies and available credit facilities - The company plans to use existing liquidity and future cash flows from operations to fund capital expenditures not covered by export credit facilities[161](index=161&type=chunk) - As of August **31, 2025**, the company had **$8.7 billion** of undrawn export credit facilities to fund ship deliveries through **2033**[155](index=155&type=chunk)[162](index=162&type=chunk) - In September **2025**, Sun Princess II borrowed **$0.8 billion** under an export credit facility[163](index=163&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses market risk exposures, hedging strategies, and debt composition - No material changes to market risk exposure have occurred since the **2024 Form 10-K** filing[164](index=164&type=chunk) Composition of Debt by Interest Rate Type (August 31, 2025) | Debt Type | Percentage | | :---------------- | :--------- | | Fixed rate | 57 % | | EUR fixed rate | 29 % | | Floating rate | 3 % | | EUR floating rate | 11 % | [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) This section reports on the effectiveness of disclosure controls and internal control over financial reporting [A. Evaluation of Disclosure Controls and Procedures](index=34&type=section&id=A.%20Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section reports on the effectiveness of the company's disclosure controls and procedures - The Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded that disclosure controls and procedures were effective as of August **31, 2025**[167](index=167&type=chunk) [B. Changes in Internal Control over Financial Reporting](index=34&type=section&id=B.%20Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports on any material changes in internal control over financial reporting - There were no material changes in internal control over financial reporting during the quarter ended August **31, 2025**[168](index=168&type=chunk) [PART II - OTHER INFORMATION](index=35&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates legal proceedings disclosures and notes environmental matter reporting requirements - Legal proceedings, including regulatory and governmental inquiries, are incorporated by reference from Note **4** of the consolidated financial statements[170](index=170&type=chunk) - Disclosure is required for environmental matters where governmental authority is a party and potential monetary sanctions exceed **$1 million**[170](index=170&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the Form 10-K for a discussion of business and financial risk factors - Risk factors are discussed in 'Item **1A**. Risk Factors' in the Form **10-K**, with no material changes since that filing[171](index=171&type=chunk) [Item 5. Other Information](index=35&type=section&id=Item%205.%20Other%20Information) This section reports on director and officer trading arrangements during the quarter - No director or Section **16** officer adopted or terminated any Rule **10b5-1** or non-Rule **10b5-1** trading arrangements during the quarter ended August **31, 2025**[172](index=172&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section provides an index of exhibits filed with the Form 10-Q, including corporate and contractual documents - Exhibits include corporate governance documents (articles of incorporation, by-laws), material contracts (Revolving Credit Agreement, Indentures for notes), and certifications from executive officers[173](index=173&type=chunk) - The Interactive Data File (XBRL) for the consolidated financial statements is also included as an exhibit[174](index=174&type=chunk) [SIGNATURES](index=38&type=section&id=SIGNATURES) This section contains the signatures of authorized representatives certifying the report filing - The report is signed by Josh Weinstein (Chief Executive Officer) and David Bernstein (Chief Financial Officer and Chief Accounting Officer) for both Carnival Corporation and Carnival plc[177](index=177&type=chunk)[178](index=178&type=chunk)

PART I [Item 1: Business](index=5&type=section&id=Item%201%3A%20Business) Franklin Wireless Corp. provides global 5G/4G LTE wireless solutions, including mobile hotspots and MDM, operating as a single segment with R&D and sales subsidiaries - Franklin Wireless (Franklin Access) is a **global provider of integrated 5G/4G LTE wireless solutions**, including mobile hotspots, fixed wireless routers, and MDM, also focusing on IoT and M2M applications[13](index=13&type=chunk)[221](index=221&type=chunk) - The company holds **66.3% ownership in FTI** (South Korea-based R&D) and **60% in Sigbeat Inc.** (San Diego-based sales, marketing, and operations for telecommunications modules)[14](index=14&type=chunk)[16](index=16&type=chunk)[222](index=222&type=chunk)[225](index=225&type=chunk) - Franklin Wireless operates as a **single reportable segment** focused on wireless access product sales, with performance assessed by the CODM based on consolidated net income (loss)[18](index=18&type=chunk)[230](index=230&type=chunk) Geographic Area | Geographic Area | Fiscal Year Ended June 30, 2025 | Fiscal Year Ended June 30, 2024 | | :---------------- | :------------------------------ | :------------------------------ | | **Net Sales:** | | | | North America | $46,081,244 | $30,699,727 | | Asia | $5,657 | $96,963 | | **Totals** | **$46,086,901** | **$30,796,690** | | | | | | **Net Loss:** | **$(140,429)** | **$(4,166,671)** | | | | | | **Long-lived assets, net:** | **June 30, 2025** | **June 30, 2024** | | North America | $929,173 | $1,218,139 | | Asia | $157,821 | $206,426 | | **Totals** | **$1,086,994** | **$1,424,565** | - Product offerings include **5G/4G LTE Wi-Fi Mobile Hotspots**, **Fixed Wireless Routers**, Smart Box Solutions (M2M Gateway, On-Device AI), Quvo Family Guardian Solutions, and JEXtream MDM/NMS Solutions[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) - As of June 30, 2025, Franklin Wireless had **67 total employees** across its entities, with the majority of product manufacturing outsourced to two independent companies in Asia[32](index=32&type=chunk)[33](index=33&type=chunk) [Item 1A: Risk Factors](index=9&type=section&id=Item%201A%3A%20Risk%20Factors) The company faces significant risks from financing needs, IP infringement, intense competition, product defects, customer concentration, and international operations - Additional financing may be required for product development and commercialization, with potential for unfavorable terms, program delays, or stockholder dilution[35](index=35&type=chunk) - Operating in an IP-rich industry, the company faces infringement claims that could result in substantial damages, sales prohibitions, or costly licensing[36](index=36&type=chunk)[39](index=39&type=chunk) - The highly competitive wireless broadband market demands continuous investment in R&D, sales, and marketing; ineffective competition could lead to price reductions and smaller orders[41](index=41&type=chunk) - Operating in high-risk telecom, hardware, and software industries, the company faces challenges like design flaws, manufacturing defects, and rapidly changing technology, impacting product quality and market acceptance[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk) - Product demand is highly dependent on wireless network capacity and subject to dramatic fluctuations from events like pandemics, which also disrupt supply chains[47](index=47&type=chunk)[48](index=48&type=chunk) - The company relies on a small number of customers, with the **two largest accounting for 60.9% and 33.5% of FY2025 net sales**, posing a material risk to revenues and profitability if business is lost[51](index=51&type=chunk)[274](index=274&type=chunk) - International operations expose the company to risks including credit management, regulatory changes, **tariffs (10-80%)**, IP uncertainties, foreign currency fluctuations, and political instability[54](index=54&type=chunk)[55](index=55&type=chunk)[58](index=58&type=chunk)[63](index=63&type=chunk) [Item 1B: Unresolved Staff Comments](index=16&type=section&id=Item%201B%3A%20Unresolved%20Staff%20Comments) There are no unresolved staff comments from the SEC - No unresolved staff comments[66](index=66&type=chunk) [Item 1C: Cybersecurity](index=16&type=section&id=Item%201C%3A%20Cybersecurity) Cybersecurity risk management is integrated into the enterprise risk program, overseen by the Board and Audit Committee, with no material incidents identified as of June 30, 2025 - Cybersecurity risk management is an integral part of the company's enterprise risk management program, designed to assess, identify, and manage threats and incidents, including those from third parties[67](index=67&type=chunk) - The Board of Directors oversees significant risks, with the Audit Committee specifically overseeing cybersecurity risks, while management handles day-to-day identification and management[68](index=68&type=chunk) - As of June 30, 2025, no cybersecurity incidents were identified that materially affected business strategy, results of operations, or financial condition[73](index=73&type=chunk) [Item 2: Properties](index=17&type=section&id=Item%202%3A%20Properties) The company leases executive offices in San Diego and FTI leases office space in Seoul, with **FY2025 rent expenses totaling $469,910** - The company leases **11,400 square feet of office space in San Diego** at a monthly rent of **$27,789**, under a 65-month lease commencing January 1, 2024[74](index=74&type=chunk)[293](index=293&type=chunk) - FTI, the Korea-based subsidiary, leases **12,682 square feet of office space in Seoul**, with leases extended to August 31, 2026[76](index=76&type=chunk)[295](index=295&type=chunk) Rent Expense Summary | Fiscal Year Ended June 30, | 2025 | 2024 | | :------------------------- | :---------- | :---------- | | Total Lease Expense | $469,910 | $538,258 | - The company is reviewing a **$96,704 invoice for additional rent** from a prior landlord for a lease expired in December 2023, recorded as an accrued liability in FY2024[75](index=75&type=chunk)[294](index=294&type=chunk) [Item 3: Legal Proceedings](index=17&type=section&id=Item%203%3A%20Legal%20Proceedings) The company is involved in various legal proceedings and claims arising in the ordinary course of business, with details in Note 6 to the Consolidated Financial Statements - The company is involved in legal proceedings and claims arising in the ordinary course of business, with further details in Note 6 of the Consolidated Financial Statements[78](index=78&type=chunk)[300](index=300&type=chunk) [Item 4: Mine Safety Disclosures](index=17&type=section&id=Item%204%3A%20Mine%20Safety%20Disclosures) There are no mine safety disclosures applicable to the company - No mine safety disclosures[79](index=79&type=chunk) PART II [Item 5: Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=18&type=section&id=Item%205%3A%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Common Stock trades on Nasdaq under "FKWL," with **11.78 million shares outstanding** and equity compensation plans including **392,001 outstanding options** at a **$4.64 weighted-average exercise price** - The company's Common Stock is traded on the Nasdaq National Market System under the symbol **"FKWL"**[81](index=81&type=chunk) - As of September 29, 2025, the company had **11,784,280 shares of common stock outstanding**[7](index=7&type=chunk) Equity Compensation Plan Information (as of June 30, 2025) | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | | :---------------------------------------------- | :------------------------------------------------------------------------ | :------------------------------------------------------------------------ | :------------------------------------------------------------------------------------------- | | Equity compensation plans approved by security holders | 392,001 | $4.64 | 604,000 | | Equity compensation plans not approved by security holders | – | N/A | – | | **Total** | **392,001** | **$4.64** | **604,000** | [Item 6: Selected Financial Data](index=18&type=section&id=Item%206%3A%20Selected%20Financial%20Data) This item is reserved and contains no selected financial data - Item 6 is reserved and contains no selected financial data[83](index=83&type=chunk) [Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%207%3A%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) FY2025 saw significant increases in net sales and gross profit, while operating expenses rose and other income surged from a legal settlement and foreign currency gains, with **$40.6 million in liquidity** - Net sales increased by **$15.29 million (49.6%)** to **$46.09 million** for FY2025, primarily due to increased demand from major North American carrier customers[108](index=108&type=chunk) - Gross profit increased by **$4.41 million (125.6%)** to **$7.92 million** for FY2025, with the gross profit margin improving to **17.2%** from 11.4% in FY2024[110](index=110&type=chunk) - Operating expenses increased by **$1.33 million (14.1%)** to **$10.78 million** in FY2025, mainly due to increased payroll and direct R&D costs[111](index=111&type=chunk)[112](index=112&type=chunk) - Other income (expense), net, increased by **$1.85 million (225.1%)** to **$2.68 million** in FY2025, driven by a **$1 million legal settlement gain**, **$247,592 from forgiven liability**, and **$683,132 from favorable foreign currency exchange**[113](index=113&type=chunk) Consolidated Statements of Comprehensive Loss (as a percentage of sales) | Item | 2025 | 2024 | | :---------------------------------------- | :-------- | :-------- | | Net sales | 100.00% | 100.00% | | Cost of goods sold | (82.80%) | (88.60%) | | Gross profit | 17.20% | 11.40% | | Operating expenses | 23.40% | 30.70% | | Loss from operations | (6.20%) | (19.30%) | | Other income (expense), net | 5.80% | 2.70% | | Net loss before income taxes | (0.40%) | (16.60%) | | Income tax benefit | (0.10%) | (3.10%) | | Net loss | (0.30%) | (13.50%) | | Less: non-controlling interest in net (loss) income of subsidiary | 0.20% | (0.60%) | | Net loss attributable to Parent Company stockholders | (0.50%) | (12.90%) | - Principal liquidity as of June 30, 2025, was **$40.63 million in cash and short-term investments**, deemed sufficient to cover operations through at least June 30, 2026[115](index=115&type=chunk)[127](index=127&type=chunk) Cash Flow from Activities | Activity | Fiscal Year Ended June 30, 2025 | Fiscal Year Ended June 30, 2024 | | :------------------- | :------------------------------ | :------------------------------ | | Operating Activities | $1,844,360 (provided) | $(773,360) (used) | | Investing Activities | $1,006,398 (provided) | $723,858 (provided) | | Financing Activities | $(408,663) (used) | $91,057 (provided) | Warranty Repairs and Return Rates (as of June 30, 2025) | Device Type | Return Rate | Warranty Repairs | | :---------------- | :---------- | :--------------- | | 4G Wireless Devices | 0.10% | 0.01% | | 5G Wireless Devices | 0.55% | 0.13% | [Item 7A: Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%207A%3A%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable to the company - This item is not applicable[128](index=128&type=chunk) [Item 8: Financial Statements and Supplementary Data](index=25&type=section&id=Item%208%3A%20Financial%20Statements%20and%20Supplementary%20Data) The required financial statements and supplementary data are included in the report, starting on page F-1 - The financial statements and supplementary financial information are listed in the Index to Financial Statements beginning on page F-1[129](index=129&type=chunk) [Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=25&type=section&id=Item%209%3A%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There have been no changes in or disagreements with accountants on accounting and financial disclosure - No changes in and disagreements with accountants on accounting and financial disclosure[130](index=130&type=chunk) [Item 9A: Controls and Procedures](index=25&type=section&id=Item%209A%3A%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting during Q4 FY2025 - Management concluded that the company's disclosure controls and procedures were **effective as of June 30, 2025**[131](index=131&type=chunk) - No material changes in internal controls over financial reporting occurred during the fourth quarter of fiscal year ended June 30, 2025[132](index=132&type=chunk) - Management maintained **effective internal control over financial reporting** as of June 30, 2025, based on the COSO 2013 framework[134](index=134&type=chunk) [Item 9B: Other Information](index=26&type=section&id=Item%209B%3A%20Other%20Information) No director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025 - No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025[135](index=135&type=chunk) [Item 9C: Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=26&type=section&id=Item%209C%3A%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable to the company - This item is not applicable[136](index=136&type=chunk) PART III [Item 10: Directors, Executive Officers and Corporate Governance](index=27&type=section&id=Item%2010%3A%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes OC Kim (President, CEO) and Johnathan Chee (Chairman), with the Board operating with Audit, Compensation, and Nominating Committees, supported by a Code of Ethics and Insider Trading Policy - Key executive officers and directors include **OC Kim (President, CEO)**, **Johnathan Chee (Chairman)**, Heidy Chow (Audit Committee Chair), Reid Granados (Acting CFO), and Bill Bauer (Secretary, General Counsel)[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) - The Board of Directors held **four meetings in FY2025 with 100% attendance**, operating with an Audit Committee, a Compensation Committee, and a Nominating Committee[149](index=149&type=chunk) - The company adopted a Code of Ethics and an Insider Trading Policy prohibiting trading on material nonpublic information, restricting blackout period trading, and requiring pre-clearance for certain individuals[148](index=148&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk) - No directors or executive officers adopted, modified, or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during FY2025[150](index=150&type=chunk) [Item 11: Executive Compensation](index=29&type=section&id=Item%2011%3A%20Executive%20Compensation) Executive compensation includes base salary, incentives, and stock options, aligned with stockholder interests, with a Mandatory Recoupment Policy; OC Kim's FY2025 compensation increased significantly due to bonuses and an option repurchase, alongside Change of Control and Forbearance Agreements - Executive officers are compensated through a mix of base salary, incentive compensation, and stock options, aligning management incentives with stockholder interests[176](index=176&type=chunk) - A **Mandatory Recoupment Policy** was adopted on October 13, 2023, to recover incentive compensation paid to executive officers in connection with financial restatements[154](index=154&type=chunk)[180](index=180&type=chunk) Summary Compensation for Named Executive Officers | Name and Principal Position | Fiscal Year | Salary ($) | Paid Bonus ($) | Accrued Bonus ($) | Stock Option Repurchase Payment ($) | Option Awards ($) | Total ($) | | :-------------------------- | :---------- | :--------- | :------------- | :---------------- | :---------------------------------- | :---------------- | :-------- | | OC Kim, President, CEO and a Director | 2024 | 300,000 | – | 500,000 | – | – | 800,000 | | | 2025 | 300,000 | 25,001 | 1,750,000 | 746,067 | – | 2,821,068 | | Reid Granados, Acting Chief Financial Officer | 2024 | – | – | – | – | – | – | | | 2025 | 141,013 | – | 3,000 | – | – | 144,013 | | William Bauer, Secretary, General Counsel | 2024 | 145,000 | – | 75,000 | – | – | 220,000 | | | 2025 | 158,061 | – | 3,000 | – | – | 161,061 | | Yun J. (David) Lee, Senior Vice President of Sales | 2024 | 300,000 | – | 120,000 | – | – | 420,000 | | | 2025 | 300,000 | – | 3,000 | – | – | 303,000 | - Change of Control Agreements provide lump sum payments of **$5 million for OC Kim** and **$2 million for Yun J. (David) Lee** upon a change of control, extended through October 2027[169](index=169&type=chunk)[170](index=170&type=chunk)[318](index=318&type=chunk)[319](index=319&type=chunk) - A Forbearance Agreement with OC Kim (September 23, 2024) deferred a **$1.25 million incentive bonus** in exchange for deferring a **$1 million settlement owed by Mr. Kim**, partially offset by a **$337,404 option repurchase**, leaving a **$662,596 balance owed** as of June 30, 2025[174](index=174&type=chunk)[175](index=175&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk)[312](index=312&type=chunk)[314](index=314&type=chunk)[325](index=325&type=chunk)[326](index=326&type=chunk)[341](index=341&type=chunk)[342](index=342&type=chunk)[343](index=343&type=chunk) [Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=33&type=section&id=Item%2012%3A%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of September 30, 2025, OC Kim beneficially owned **9.3%** of the company's Common Stock, while all directors and executive officers as a group beneficially owned **28.4%** Shares Beneficially Owned (as of September 30, 2025) | Name and Address | Number of Shares | Percent | | :-------------------------------------------------- | :--------------- | :------ | | Joon Won Jyoung (3940 Ruffin Road, Suite C, San Diego, CA 92123) | 1,004,948 | 8.5% | | OC Kim (3940 Ruffin Road, Suite C, San Diego, CA 92123) | 1,096,695 | 9.3% | | The Estate of Gary Nelson (3940 Ruffin Road, Suite C, San Diego, CA 92123) | 314,008 | 2.7% | | Yun J. (David) Lee (3940 Ruffin Road, Suite C, San Diego, CA 92123) | 185,000 | 1.6% | | Johnathan Chee (3940 Ruffin Road, Suite C, San Diego, CA 92123) | 13,500 | 0.1% | | Paul Packer (7100 West Camino Real, Suite 302-48, Boca Raton, FL 33433) | 727,794 | 6.2% | | All directors and executive officers as a group | 3,341,945 | 28.4% | [Item 13: Certain Relationships and Related Transactions, and Director Independence](index=35&type=section&id=Item%2013%3A%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Key related party transactions include the Forbearance Agreement and Option Repurchase Agreement with President OC Kim, involving a deferred **$1.25 million bonus** and partial settlement of a **$1 million receivable**, and **$13.7 million in EMS purchases** from Forge International Co., Ltd. in FY2025 - The company entered a Forbearance Agreement with President OC Kim on September 23, 2024, deferring a **$1.25 million bonus** in exchange for deferring a **$1 million settlement payment** owed by Mr. Kim[185](index=185&type=chunk)[341](index=341&type=chunk) - On May 8, 2025, the company repurchased vested options from Mr. Kim for **$746,067**, with **$337,404** of net proceeds offsetting his receivable balance[187](index=187&type=chunk)[343](index=343&type=chunk) - The company purchased **$13.7 million in electronic manufacturing services (EMS)** from Forge International Co., Ltd., its joint venture partner in Sigbeat, in FY2025, a significant increase from **$177,000 in FY2024**[188](index=188&type=chunk)[346](index=346&type=chunk) [Item 14: Principal Accountant Fees and Services](index=35&type=section&id=Item%2014%3A%20Principal%20Accountant%20Fees%20and%20Services) Audit fees billed by Simon & Edward, LLP were **$104,378 for FY2025** and **$126,350 for FY2024**, with all services approved in advance by the Board or Audit Committee Principal Accountant Fees | Fee Type | FY 2025 | FY 2024 | | :--------- | :--------- | :--------- | | Audit Fees | $104,378 | $126,350 | | Total Fees | $104,378 | $126,350 | - All services provided by the external auditor, Simon & Edward, LLP, were approved in advance by the Board of Directors or the Audit Committee[188](index=188&type=chunk) PART IV [Item 15: Exhibits, Financial Statement Schedules](index=36&type=section&id=Item%2015%3A%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits and financial statement schedules filed as part of, or incorporated by reference into, the Form 10-K report - This section provides an index to financial statements and a list of exhibits filed as part of, or incorporated by reference into, the Form 10-K report[190](index=190&type=chunk) [Item 16: Form 10-K Summary](index=38&type=section&id=Item%2016%3A%20Form%2010-K%20Summary) This item is not applicable to the company - This item is not applicable[193](index=193&type=chunk) [Signatures](index=39&type=section&id=Signatures) The report is signed by OC Kim (President, Principal Executive Officer), Reid Granados (Acting CFO), and other directors, affirming compliance with the Securities Exchange Act of 1934 - The report is signed by **OC Kim (President and Principal Executive Officer)**, **Reid Granados (Acting Chief Financial and Accounting Officer)**, and other directors, dated September 29, 2025[196](index=196&type=chunk)[197](index=197&type=chunk) [Index to Financial Statements](index=40&type=section&id=Index%20to%20Financial%20Statements) This section indexes consolidated financial statements, including the auditor's report which highlights legal proceedings as a critical audit matter, and comprehensive notes for FY2025 and FY2024 - The index lists the Consolidated Balance Sheets, Statements of Comprehensive Loss, Statements of Changes in Stockholders' Equity, Statements of Cash Flows, and Notes to Consolidated Financial Statements for FY2025 and FY2024[199](index=199&type=chunk) - The Report of Independent Registered Public Accounting Firm (Simon & Edward, LLP) provides an unqualified opinion and identifies **legal proceedings as a critical audit matter** due to high auditor judgment in evaluating liabilities and disclosures[201](index=201&type=chunk)[205](index=205&type=chunk)[207](index=207&type=chunk) - Notes to Consolidated Financial Statements provide detailed information on business overview, significant accounting policies, accrued liabilities, earnings per share, commitments and contingencies, long-term incentive plan awards, stockholders' equity, related party transactions, and subsequent events[220](index=220&type=chunk)[224](index=224&type=chunk)[280](index=280&type=chunk)[281](index=281&type=chunk)[288](index=288&type=chunk)[291](index=291&type=chunk)[331](index=331&type=chunk)[337](index=337&type=chunk)[341](index=341&type=chunk)[347](index=347&type=chunk)

[Executive Summary & Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Highlights) Carnival Corporation & plc achieved record financial performance in Q3 2025, exceeding guidance, driven by strong demand and strategic initiatives, while setting a positive outlook for future growth [Third Quarter 2025 Performance Overview](index=1&type=section&id=Third%20Quarter%202025%20Performance%20Overview) Carnival Corporation & plc achieved all-time high financial results in Q3 2025, with record net income and revenues, exceeding guidance and raising the full-year 2025 outlook. Strong demand and onboard spending drove significant improvements in net yields and adjusted return on invested capital - Achieved all-time high net income of **$1.9 billion** and adjusted net income of **$2.0 billion**, surpassing previous records[1](index=1&type=chunk)[7](index=7&type=chunk) - Delivered record revenues of **$8.2 billion**, marking the tenth consecutive quarter of record revenues[7](index=7&type=chunk)[8](index=8&type=chunk) - Net yields (in constant currency) improved by **4.6%** on a same-ship basis, outperforming June guidance[3](index=3&type=chunk)[8](index=8&type=chunk) - Adjusted return on invested capital reached **13%**, the highest in nearly 20 years[4](index=4&type=chunk) [Strategic Achievements & Future Outlook](index=1&type=section&id=Strategic%20Achievements%20%26%20Future%20Outlook) The company successfully launched its new exclusive destination, Celebration Key, which received positive guest reviews. The strong booking momentum for 2026 and 2027, coupled with ongoing efforts to increase net yields, positions Carnival for continued growth and improved margins - Welcomed the new exclusive destination, Celebration Key, set to host **eight million** guest visits next year[4](index=4&type=chunk) - Cumulative advanced booked position for 2026 remains strong, in line with 2025 record levels and at **historical high prices** (in constant currency)[7](index=7&type=chunk) - Management believes there is ample opportunity to increase same-ship net yields and further close the price-to-value gap against land-based vacation alternatives[5](index=5&type=chunk) [Third Quarter 2025 Financial Results](index=1&type=section&id=Third%20Quarter%202025%20Financial%20Results) Carnival Corporation & plc reported record net income, adjusted net income, and revenues for Q3 2025, driven by strong operational performance and demand [Key Financial Metrics](index=1&type=section&id=Key%20Financial%20Metrics) Carnival reported record net income and adjusted net income for Q3 2025, exceeding previous records and guidance. Revenues also reached an all-time high, driven by strong demand. The company's adjusted EBITDA also hit a record high Third Quarter 2025 Key Financial Metrics | Metric | Q3 2025 (USD) | Change vs. 2024 (USD) | Previous Record (USD) | Outperformance vs. June Guidance (USD) | | :-------------------------------- | :------------ | :-------------------- | :-------------------- | :------------------------------------- | | Net Income (USD) | $1.9 billion | +$116 million | 2019 | - | | Adjusted Net Income (USD) | $2.0 billion | - | 2019 (nearly 10% higher) | +$182 million | | Diluted EPS (USD) | $1.33 | - | - | - | | Adjusted EPS (USD) | $1.43 | - | - | - | | Revenues (USD) | $8.2 billion | +$250 million | - | - | | Adjusted EBITDA (USD) | $3.0 billion | - | - | - | [Operational Performance Indicators](index=1&type=section&id=Operational%20Performance%20Indicators) Operational performance in Q3 2025 showed strong net yield growth, outperforming guidance, while cruise costs increased. Notably, fuel consumption per ALBD decreased due to efficiency efforts, and customer deposits reached a new record Third Quarter 2025 Operational Performance Indicators | Metric | Q3 2025 | Change vs. 2024 | Outperformance vs. June Guidance | | :------------------------------------------------ | :------ | :---------------- | :------------------------------- | | Gross Margin Yields (%) | 6.4% higher | - | - | | Net Yields (Constant Currency, %) | 4.6% higher | - | +1.1 points | | Cruise Costs per ALBD (%) | 4.6% increase | - | - | | Adjusted Cruise Costs Excl. Fuel per ALBD (Constant Currency, %) | 5.5% increase | - | +1.5 points better | | Fuel Consumption per ALBD (%) | 5.2% decrease | - | - | | Record Customer Deposits (USD) | $7.1 billion | - | - | [Bookings & Future Outlook](index=2&type=section&id=Bookings%20%26%20Future%20Outlook) Carnival Corporation & plc reports strong booking trends for 2026 and 2027, with increased volumes and historically high prices, leading to a raised full-year 2025 financial outlook [Booking Trends](index=2&type=section&id=Booking%20Trends) Booking trends have continued to strengthen since May, with higher volumes exceeding capacity growth. The company has built a strong base for 2026 with bookings in line with 2025 record levels but at historically high prices, and 2027 bookings are off to a record start - Booking volumes since May have been **higher than last year** and are outpacing capacity growth[9](index=9&type=chunk) - Nearly **half of 2026 is booked**, consistent with 2025 record levels at historical high prices (in constant currency) for both North America and Europe segments[9](index=9&type=chunk) - **2027** has achieved **record booking volumes** during the third quarter[9](index=9&type=chunk) [Full Year and Fourth Quarter 2025 Outlook](index=2&type=section&id=Full%20Year%20and%20Fourth%20Quarter%202025%20Outlook) Carnival has raised its full-year 2025 adjusted net income guidance for the third consecutive quarter, now expecting a nearly 55% year-over-year increase. The outlook for Q4 2025 also projects significant growth in adjusted net income and improved net yields - Full year 2025 adjusted net income guidance raised for the third consecutive quarter, now expected to be up nearly **55% year over year**[7](index=7&type=chunk)[12](index=12&type=chunk) - Full year 2025 adjusted EBITDA is expected to be approximately **$7.05 billion**, up **15%** compared to 2024 and better than June guidance[12](index=12&type=chunk) - Fourth quarter 2025 adjusted net income is expected to be up over **60%** compared to Q4 2024[12](index=12&type=chunk) - Full year 2025 net yields (in constant currency) are expected to be up approximately **5.3%** compared to 2024, **0.3 percentage points better** than June guidance[12](index=12&type=chunk) [Financing & Balance Sheet Management](index=2&type=section&id=Financing%20%26%20Balance%20Sheet%20Management) Carnival Corporation & plc actively managed its debt through refinancing and prepayments, simplifying its capital structure and improving leverage metrics, leading to a credit rating upgrade [Debt Refinancing and Capital Structure](index=2&type=section&id=Debt%20Refinancing%20and%20Capital%20Structure) Carnival continued its aggressive refinancing strategy, opportunistically refinancing over $11 billion of debt and prepaying another $1 billion this year. This has simplified its capital structure, reduced interest expense, and managed future debt maturities, including a $4.5 billion refinancing in Q3 - Refinanced **$4.5 billion** of debt during the quarter, simplifying its capital structure and prepaid an additional **$0.7 billion** of debt[7](index=7&type=chunk) - Opportunistically refinanced over **$11 billion** of debt and prepaid another **$1 billion** this year[10](index=10&type=chunk) - Issued two senior unsecured notes: **$1.2 billion at 4.125% due 2031** and **$3.0 billion at 5.75% due 2032**, and entered into a **$400 million** loan[10](index=10&type=chunk) [Credit Rating and Leverage Metrics](index=2&type=section&id=Credit%20Rating%20and%20Leverage%20Metrics) The company's improved leverage metrics led to a credit rating upgrade by Moody's. Carnival is nearing its near-term target of achieving investment-grade leverage metrics and aims to drive its net debt to adjusted EBITDA ratio to under 3x - Moody's upgraded the company's credit rating and maintained a **positive outlook**[11](index=11&type=chunk) - Achieved a **3.6x net debt to adjusted EBITDA ratio** as of August 31, 2025, an improvement from **4.7x** as of August 31, 2024[12](index=12&type=chunk) - Targeting a net debt to adjusted EBITDA ratio of **under 3x**[10](index=10&type=chunk) - Ended the quarter with **$26.5 billion** of total debt[12](index=12&type=chunk) [Other Recent Highlights](index=2&type=section&id=Other%20Recent%20Highlights) Carnival Corporation & plc celebrated new destination and ship launches, received significant brand recognition, and published its 15th annual sustainability report [New Destinations & Ship Launches](index=2&type=section&id=New%20Destinations%20%26%20Ship%20Launches) Carnival successfully opened Celebration Key, its new exclusive destination, hosting nearly half a million guests. Princess Cruises also welcomed its new ship, Star Princess, a sister to the award-winning Sun Princess - Successfully opened Celebration Key on Grand Bahama Island, featuring the Caribbean's **largest freshwater lagoon** and the **world's largest swim-up bar**[13](index=13&type=chunk) - Carnival Cruise Line hosted nearly **half a million guests** at Celebration Key since its July opening, sailing from nine homeports on 16 ships[13](index=13&type=chunk) - Princess Cruises welcomed Star Princess, sister to the successful Sun Princess, which was awarded Condé Nast Traveler's **2024 Mega Ship of the year**[13](index=13&type=chunk) [Brand Recognition & Sustainability](index=4&type=section&id=Brand%20Recognition%20%26%20Sustainability) Several Carnival brands received notable recognition, including Holland America Line for best large and mid-sized ship ocean cruise line, and Cunard launched a new campaign. Carnival Corporation was also recognized as a top employer and released its 15th annual sustainability report - Holland America Line was recognized as both the **Best Large Ship Ocean Cruise Line** and **Best Mid-Sized Ship Ocean Cruise Line** in Travel + Leisure's 2025 World's Best Awards[14](index=14&type=chunk) - Cunard launched its new campaign, 'Why cruise when you can Cunard,' emphasizing style, elegance, and luxury[14](index=14&type=chunk) - Named by Forbes as one of **America's Best Employers for Women** and one of the **Best-in-State Employers for Florida in 2025**[14](index=14&type=chunk) - Released its **15th annual sustainability report**, 'Doing Business Responsibly from Ship to Shore,' detailing progress towards sustainability goals[14](index=14&type=chunk) [Detailed Financial Guidance](index=5&type=section&id=Detailed%20Financial%20Guidance) Carnival Corporation & plc provided comprehensive financial guidance for Q4 and full-year 2025, forecasting strong growth in net yields, adjusted net income, and adjusted EBITDA, alongside planned capital expenditures [Forecasted Financial Metrics](index=5&type=section&id=Forecasted%20Financial%20Metrics) Carnival provided detailed guidance for Q4 and full-year 2025, projecting strong growth in net yields and adjusted net income. Key forecasts include significant increases in adjusted EBITDA and adjusted EPS, alongside specific assumptions for ALBDs, fuel consumption, and interest expenses Forecasted Financial Metrics for Q4 and Full Year 2025 | Metric | 4Q 2025 (Current Dollars) | 4Q 2025 (Constant Currency) | Full Year 2025 (Current Dollars) | Full Year 2025 (Constant Currency) | | :------------------------------------------ | :------------------------ | :-------------------------- | :----------------------------- | :------------------------------- | | Net Yields (YoY Change, %) | Approx. 6.4% | Approx. 4.3% | Approx. 6.2% | Approx. 5.3% | | Adjusted Cruise Costs Excl. Fuel per ALBD (YoY Change, %) | Approx. 5.5% | Approx. 3.2% | Approx. 4.4% | Approx. 3.3% | | ALBDs (Millions) | 24.1 | - | 96.5 | - | | Fuel Consumption (Millions Metric Tons) | 0.7 | - | 2.8 | - | | Fuel Cost per Metric Ton (Excl. EUA, USD) | $598 | - | $615 | - | | Fuel Expense (Billions USD) | $0.45 | - | $1.84 | - | | Depreciation and Amortization Expense (Billions USD) | $0.73 | - | $2.79 | - | | Interest Expense, Net (Billions USD) | $0.30 | - | $1.31 | - | | Adjusted EBITDA (Billions USD) | Approx. $1.34 | - | Approx. $7.05 | - | | Adjusted Net Income (Millions USD) | Approx. $300 | - | Approx. $2,925 | - | | Adjusted EPS - Diluted (USD) | Approx. $0.23 | - | Approx. $2.14 | - | Sensitivities (Impact to Adjusted Net Income (Loss) in millions) for 4Q 2025 | Sensitivity | Impact to Adjusted Net Income (Loss) (Millions USD) | | :------------------------------------------ | :----------------------------------------------- | | 1% Change in Net Yields | $45 | | 1% Change in Adjusted Cruise Costs Excl. Fuel per ALBD | $29 | | 10% Change in Fuel Cost per Metric Ton (Excl. EUA) | $42 | | 100 Basis Point Change in Variable Rate Debt | $9 | | 1% Change in Currency Exchange Rates | $6 | [Capital Expenditures](index=5&type=section&id=Capital%20Expenditures) For the fourth quarter of 2025, Carnival anticipates significant capital expenditures, with $1.0 billion allocated to newbuilds and $0.7 billion for non-newbuild projects. These figures are subject to fluctuations based on foreign currency movements Fourth Quarter 2025 Capital Expenditures | Category | Amount (Billions USD) | | :-------------------------- | :-------------------- | | Newbuild Capital Expenditures | $1.0 | | Non-Newbuild Capital Expenditures | $0.7 | - Future capital expenditures will fluctuate with foreign currency movements relative to the U.S. Dollar and do not include potential stage payments for future ship orders[17](index=17&type=chunk) [Company Information & Contacts](index=6&type=section&id=Company%20Information%20%26%20Contacts) This section provides details on Carnival Corporation & plc's conference call, company profile, and contact information for media and investor relations [Conference Call Details](index=6&type=section&id=Conference%20Call%20Details) Carnival Corporation & plc scheduled a conference call for analysts to discuss its earnings release, with live listening and additional information available on its websites - A conference call with analysts was scheduled for **10:00 a.m. EDT (3:00 p.m. BST) on September 29, 2025**, to discuss the earnings release[18](index=18&type=chunk) - Additional information, including the earnings presentation and debt maturities schedule, is available on **www.carnivalcorp.com** and **www.carnivalplc.com**[18](index=18&type=chunk) [Company Profile](index=6&type=section&id=Company%20Profile) Carnival Corporation & plc is the largest global cruise company, operating a portfolio of world-class cruise lines including AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises, Princess Cruises, and Seabourn - Carnival Corporation & plc is the **largest global cruise company** and among the largest leisure travel companies[19](index=19&type=chunk) - Its portfolio includes **AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises, Princess Cruises, and Seabourn**[19](index=19&type=chunk) [Media & Investor Relations](index=6&type=section&id=Media%20%26%20Investor%20Relations) Contact information for media and investor relations is provided for inquiries - Media contact: **Jody Venturoni (+1 469 797 6380)**[20](index=20&type=chunk) - Investor Relations contact: **Beth Roberts (+1 305 406 4832)**[20](index=20&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=7&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section outlines that the document contains forward-looking statements subject to risks and uncertainties, intended to qualify for safe harbor provisions [Nature of Forward-Looking Statements](index=7&type=section&id=Nature%20of%20Forward-Looking%20Statements) This section clarifies that the document contains forward-looking statements, estimates, or projections that involve risks and uncertainties. These statements are based on current expectations and management beliefs, and are intended to qualify for safe harbor provisions - The document contains forward-looking statements, estimates, or projections concerning future results, operations, strategy, outlooks, plans, goals, reputation, cash flows, and liquidity[21](index=21&type=chunk) - These statements are intended to qualify for safe harbors from liability under **Section 27A of the Securities Act of 1933** and **Section 21E of the Securities Exchange Act of 1934**[21](index=21&type=chunk) - Forward-looking statements are identified by words such as 'will,' 'may,' 'could,' 'should,' 'would,' 'believe,' 'expect,' 'anticipate,' 'forecast,' 'project,' 'intend,' 'plan,' 'estimate,' 'target,' and 'outlook'[21](index=21&type=chunk) [Risk Factors](index=7&type=section&id=Risk%20Factors) Various factors could cause actual results to differ materially from forward-looking statements. These risks include global events, incidents concerning ships or guests, regulatory changes, climate change impacts, cybersecurity incidents, labor issues, fuel price fluctuations, supplier reliability, foreign currency exchange rates, industry competition, and debt-related challenges - Global events such as geopolitical uncertainty, war, pandemics, inflation, and higher fuel/interest rates could **decline demand for cruises**[24](index=24&type=chunk)[28](index=28&type=chunk) - Incidents concerning ships, guests, or the cruise industry may **negatively impact satisfaction and reputation**[24](index=24&type=chunk)[28](index=28&type=chunk) - Changes in and non-compliance with laws and regulations (health, environment, safety, data privacy, anti-money laundering, tax) may be **costly and lead to litigation**[24](index=24&type=chunk)[28](index=28&type=chunk) - Factors associated with climate change, including evolving regulations and consumer scrutiny, could **materially impact the business**[24](index=24&type=chunk)[28](index=28&type=chunk) - Inability to meet sustainability targets may **adversely impact the business**[24](index=24&type=chunk)[28](index=28&type=chunk) - Cybersecurity incidents and data privacy breaches, as well as disruptions to IT operations, could **adversely impact business operations and reputation**[24](index=24&type=chunk)[28](index=28&type=chunk) - Loss of key team members, inability to recruit/retain qualified staff, and increased labor costs could **adversely affect business**[24](index=24&type=chunk)[28](index=28&type=chunk) - Increases in fuel prices, changes in fuel types, and availability of supply may **impact itineraries and costs**[24](index=24&type=chunk)[28](index=28&type=chunk) - Reliance on suppliers who may be unable to deliver on commitments could **negatively impact the business**[24](index=24&type=chunk)[28](index=28&type=chunk) - Fluctuations in foreign currency exchange rates may **adversely impact financial results**[24](index=24&type=chunk)[28](index=28&type=chunk) - Overcapacity and competition in the cruise and land-based vacation industry may **negatively impact sales, pricing, and destination options**[24](index=24&type=chunk)[28](index=28&type=chunk) - Inability to implement shipbuilding programs and ship repairs/maintenance may **adversely impact business operations and guest satisfaction**[24](index=24&type=chunk)[28](index=28&type=chunk) - Significant cash required to service debt and sustain operations, with ability to generate cash dependent on many factors[24](index=24&type=chunk)[28](index=28&type=chunk) - Debt could **adversely affect financial health and operating flexibility**[24](index=24&type=chunk)[28](index=28&type=chunk) [Consolidated Financial Statements](index=9&type=section&id=Consolidated%20Financial%20Statements) This section presents Carnival Corporation & plc's Consolidated Statements of Income (Loss), Balance Sheets, and other financial and statistical information for Q3 2025 and comparative periods [Consolidated Statements of Income (Loss)](index=9&type=section&id=Consolidated%20Statements%20of%20Income%20(Loss)) The Consolidated Statements of Income (Loss) show Carnival's financial performance for the three and nine months ended August 31, 2025, compared to 2024. Key figures include total revenues, operating income, net income, and earnings per share, reflecting growth across most metrics Consolidated Statements of Income (Loss) (in millions, except per share data) | Metric | Three Months Ended Aug 31, 2025 (Millions USD) | Three Months Ended Aug 31, 2024 (Millions USD) | Nine Months Ended Aug 31, 2025 (Millions USD) | Nine Months Ended Aug 31, 2024 (Millions USD) | | :---------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Passenger ticket | $5,430 | $5,239 | $13,366 | $12,609 | | Onboard and other | $2,723 | $2,657 | $6,925 | $6,474 | | **Total Revenues** | **$8,153** | **$7,896** | **$20,292** | **$19,083** | | Total Cruise and tour operating expenses | $4,385 | $4,303 | $12,037 | $11,805 | | Selling and administrative expense | $779 | $763 | $2,442 | $2,366 | | Depreciation and amortization expense | $717 | $651 | $2,064 | $1,898 | | **Operating Income** | **$2,271** | **$2,178** | **$3,748** | **$3,013** | | Interest expense, net | $(317) | $(431) | $(1,034) | $(1,352) | | Debt extinguishment and modification costs | $(111) | $(13) | $(366) | $(78) | | **Net Income (Loss)** | **$1,852** | **$1,735** | **$2,338** | **$1,613** | | Basic EPS (USD) | $1.41 | $1.37 | $1.78 | $1.27 | | Diluted EPS (USD) | $1.33 | $1.26 | $1.71 | $1.21 | [Consolidated Balance Sheets](index=10&type=section&id=Consolidated%20Balance%20Sheets) The Consolidated Balance Sheets present the company's financial position as of August 31, 2025, compared to November 30, 2024. It shows an increase in total assets, driven by property and equipment, and a decrease in total debt, alongside a significant increase in total shareholders' equity Consolidated Balance Sheets (in millions) | Asset/Liability/Equity | August 31, 2025 (Millions USD) | November 30, 2024 (Millions USD) | | :---------------------------------- | :----------------------------- | :------------------------------- | | Cash and cash equivalents | $1,763 | $1,210 | | Total current assets | $3,868 | $3,378 | | Property and Equipment, Net | $42,889 | $41,795 | | **Total Assets** | **$50,831** | **$49,057** | | Current portion of long-term debt | $1,417 | $1,538 | | Customer deposits | $6,691 | $6,425 | | Total current liabilities | $11,436 | $11,617 | | Long-Term Debt | $25,064 | $25,936 | | **Total Shareholders' Equity** | **$11,928** | **$9,251** | | Total Liabilities and Shareholders' Equity | $50,831 | $49,057 | [Other Financial Information](index=11&type=section&id=Other%20Financial%20Information) This section provides additional balance sheet and cash flow information. Liquidity significantly increased, total debt decreased, and customer deposits grew. Cash from operations for the three months ended August 31, 2025, increased, while capital expenditures also rose Other Balance Sheet Information (in millions) | Metric | August 31, 2025 (Millions USD) | November 30, 2024 (Millions USD) | | :-------------------------- | :----------------------------- | :------------------------------- | | Liquidity | $6,263 | $4,155 | | Debt (current and long-term) | $26,481 | $27,475 | | Customer deposits (current and long-term) | $7,146 | $6,779 | Cash Flow Information (in millions) | Metric | Three Months Ended Aug 31, 2025 (Millions USD) | Three Months Ended Aug 31, 2024 (Millions USD) | Nine Months Ended Aug 31, 2025 (Millions USD) | Nine Months Ended Aug 31, 2024 (Millions USD) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Cash from operations | $1,383 | $1,205 | $4,700 | $5,012 | | Capital expenditures | $648 | $578 | $2,105 | $4,034 | [Statistical Information](index=11&type=section&id=Statistical%20Information) Key operational statistics for the three and nine months ended August 31, 2025, show stable occupancy rates, slight decreases in passenger cruise days and ALBDs for the three-month period, and improved fuel efficiency. Currency exchange rates are also provided Statistical Information | Metric | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Passenger Cruise Days (PCDs, Millions) | 27.5 | 28.1 | 77.1 | 76.0 | | ALBDs (Millions) | 24.6 | 25.2 | 72.3 | 71.7 | | Occupancy (%) | 112% | 112% | 107% | 106% | | Passengers Carried (Millions) | 3.8 | 3.9 | 10.3 | 10.3 | | Fuel Consumption (Millions Metric Tons) | 0.7 | 0.7 | 2.1 | 2.2 | | Fuel Consumption per Thousand ALBDs (Metric Tons) | 28.0 | 29.5 | 29.4 | 31.0 | | Fuel Cost per Metric Ton Consumed (Excl. EUA, USD) | $607 | $670 | $621 | $680 | Currencies (USD to 1) | Currency | Three Months Ended Aug 31, 2025 (USD) | Three Months Ended Aug 31, 2024 (USD) | Nine Months Ended Aug 31, 2025 (USD) | Nine Months Ended Aug 31, 2024 (USD) | | :------- | :------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------- | | AUD (USD) | $0.65 | $0.67 | $0.64 | $0.66 | | CAD (USD) | $0.73 | $0.73 | $0.71 | $0.74 | | EUR (USD) | $1.16 | $1.09 | $1.10 | $1.08 | | GBP (USD) | $1.35 | $1.28 | $1.30 | $1.27 | [Non-GAAP Financial Measures & Reconciliations](index=12&type=section&id=Non-GAAP%20Financial%20Measures%20%26%20Reconciliations) This section provides detailed reconciliations of Carnival Corporation & plc's non-GAAP financial measures to U.S. GAAP, along with explanations of their purpose and the methodology for constant currency reporting [Reconciliation of Non-GAAP Measures to GAAP](index=12&type=section&id=Reconciliation%20of%20Non-GAAP%20Measures%20to%20GAAP) This section provides detailed reconciliations of non-GAAP financial measures, such as adjusted net income, adjusted EBITDA, gross margin yields, net yields, and adjusted cruise costs, to their most comparable U.S. GAAP measures for the three and nine months ended August 31, 2025 and 2024 Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) and Adjusted EBITDA (in millions, except per share data) | Metric | Three Months Ended Aug 31, 2025 (Millions USD) | Three Months Ended Aug 31, 2024 (Millions USD) | Nine Months Ended Aug 31, 2025 (Millions USD) | Nine Months Ended Aug 31, 2024 (Millions USD) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net income (loss) | $1,852 | $1,735 | $2,338 | $1,613 | | Debt extinguishment and modification costs | $111 | $13 | $366 | $78 | | **Adjusted net income (loss)** | **$1,982** | **$1,751** | **$2,625** | **$1,705** | | Interest expense, net | $317 | $431 | $1,034 | $1,352 | | Income tax expense, net | $(8) | $8 | $16 | $13 | | Depreciation and amortization expense | $717 | $651 | $2,064 | $1,898 | | **Adjusted EBITDA** | **$2,993** | **$2,822** | **$5,706** | **$4,890** | | Diluted EPS (USD) | $1.33 | $1.26 | $1.71 | $1.21 | | **Adjusted EPS - Diluted (USD)** | **$1.43** | **$1.27** | **$1.91** | **$1.27** | Reconciliation of Gross Margin Yields to Net Yields (per ALBD) | Metric | Three Months Ended Aug 31, 2025 (Millions USD) | Three Months Ended Aug 31, 2024 (Millions USD) | Nine Months Ended Aug 31, 2025 (Millions USD) | Nine Months Ended Aug 31, 2024 (Millions USD) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Total Revenues (Millions USD) | $8,153 | $7,896 | $20,292 | $19,083 | | Gross Margin (Millions USD) | $3,051 | $2,941 | $6,191 | $5,380 | | Adjusted Gross Margin (Millions USD) | $6,119 | $5,891 | $15,323 | $14,307 | | ALBDs (Millions) | 24.6 | 25.2 | 72.3 | 71.7 | | **Gross Margin Yields (USD per ALBD)** | **$124.20** | **$116.77** | **$85.57** | **$75.05** | | **Net Yields (USD per ALBD)** | **$249.11** | **$233.87** | **$211.79** | **$199.60** | Reconciliation of Cruise Costs per ALBD to Adjusted Cruise Costs Excluding Fuel per ALBD | Metric | Three Months Ended Aug 31, 2025 (Millions USD) | Three Months Ended Aug 31, 2024 (Millions USD) | Nine Months Ended Aug 31, 2025 (Millions USD) | Nine Months Ended Aug 31, 2024 (Millions USD) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Cruise Costs (Millions USD) | $5,062 | $4,962 | $14,323 | $13,998 | | Adjusted Cruise Costs (Millions USD) | $3,201 | $3,134 | $9,659 | $9,430 | | Adjusted Cruise Costs Excl. Fuel (Millions USD) | $2,750 | $2,619 | $8,275 | $7,885 | | ALBDs (Millions) | 24.6 | 25.2 | 72.3 | 71.7 | | **Cruise Costs per ALBD (USD)** | **$206.11** | **$196.98** | **$197.97** | **$195.29** | | **Adjusted Cruise Costs per ALBD (USD)** | **$130.31** | **$124.44** | **$133.50** | **$131.56** | | **Adjusted Cruise Costs Excl. Fuel per ALBD (USD)** | **$111.96** | **$103.97** | **$114.38** | **$110.00** | [Explanation of Non-GAAP Measures](index=15&type=section&id=Explanation%20of%20Non-GAAP%20Measures) This section defines and explains the purpose of various non-GAAP financial measures used by Carnival, including adjusted net income, adjusted EBITDA, net debt to adjusted EBITDA, net yields, adjusted cruise costs, and adjusted ROIC. These measures provide additional insights into company and segment performance by excluding certain non-core or variable items Non-GAAP Measures and Their Use | Non-GAAP Measure | U.S. GAAP Measure | Use Non-GAAP Measure to Assess | | :------------------------------------------ | :---------------- | :----------------------------- | | Adjusted net income (loss), adjusted EBITDA, adjusted EBITDA per ALBD and adjusted EBITDA margin | Net income (loss) | Company Performance | | Adjusted earnings per share | Earnings per share | Company Performance | | Net debt to adjusted EBITDA | — | Company Leverage | | Net yields | Gross margin yields | Cruise Segments Performance | | Adjusted cruise costs per ALBD and adjusted cruise costs excluding fuel per ALBD | Gross cruise costs per ALBD | Cruise Segments Performance | | Adjusted ROIC | — | Company Performance | - **Adjusted net income (loss)** and **adjusted earnings per share** exclude certain gains, losses, and expenses not considered part of core operating business to provide information on future earnings performance[44](index=44&type=chunk) - **Adjusted EBITDA** provides information on core operating profitability by excluding non-core items, interest, taxes, depreciation, and amortization, and helps assess compliance with debt covenants[45](index=45&type=chunk) - **Net yields** measure cruise segment performance on a per ALBD basis, reflecting revenues net of significant variable costs[47](index=47&type=chunk) - **Adjusted cruise costs per ALBD** and **adjusted cruise costs excluding fuel per ALBD** separate capacity changes from price and other changes, providing insight into cost performance, particularly by excluding fuel expense due to its volatility[48](index=48&type=chunk)[49](index=49&type=chunk) - **Adjusted ROIC** assesses operating performance relative to invested capital, defined as twelve-month adjusted net income before interest expense and income, divided by monthly average of debt plus equity minus construction-in-progress, excess cash, goodwill, and intangibles[50](index=50&type=chunk) [Constant Currency Reporting](index=16&type=section&id=Constant%20Currency%20Reporting) Constant currency reporting is used to remove the impact of exchange rate changes on the translation of operations and transactional impacts, providing a comparative view of business changes in an environment with fluctuating exchange rates. This applies to metrics like adjusted gross margin, net yields, and adjusted cruise costs excluding fuel - **Constant currency reporting** removes the impact of changes in exchange rates on the translation of operations and transactional impacts from revenues and expenses denominated in a currency other than the functional currency[53](index=53&type=chunk) - Metrics reported on a 'constant currency' basis include **adjusted gross margin, net yields, adjusted cruise costs excluding fuel, and adjusted cruise costs excluding fuel per ALBD**[54](index=54&type=chunk) - The primary functional currencies are the **U.S. dollar, Australian dollar, euro, and sterling**, which subject the company to foreign currency translational and transactional risk[52](index=52&type=chunk)

[Executive Summary](index=1&type=section&id=Executive%20Summary) [Q3 2025 Performance Highlights](index=1&type=section&id=1.1.%20Q3%202025%20Performance%20Highlights) Carnival achieved record Q3 2025 financial results, with $1.9 billion net income and $8.2 billion revenues | Metric | Q3 2025 Value | YoY Change | | :----- | :------------ | :--------- | | Net Income | $1.9 billion | +$116 million (vs 2024) | | Adjusted Net Income | $2.0 billion | N/A | | Revenues | $8.2 billion | +$250 million (vs prior year) | | Net Yields (constant currency) | N/A | +4.6% (vs 2024) | | Adjusted EBITDA | $3.0 billion | N/A | | Adjusted ROIC (trailing 12-months) | 13% | N/A | [Strategic & Operational Achievements](index=1&type=section&id=1.2.%20Strategic%20%26%20Operational%20Achievements) The company launched Celebration Key and strengthened its balance sheet via significant debt refinancing - Successfully opened Celebration Key, a new exclusive destination, receiving rave guest reviews and overwhelming media coverage[4](index=4&type=chunk) - Refinanced **$4.5 billion** of debt and prepaid an additional **$0.7 billion** during the quarter, simplifying the capital structure[7](index=7&type=chunk) [Updated Outlook & Guidance](index=1&type=section&id=1.3.%20Updated%20Outlook%20%26%20Guidance) Carnival raised full-year 2025 adjusted net income guidance by nearly 55% and maintains strong 2026 bookings - Raised full year 2025 adjusted net income guidance for the third quarter in a row, now expected to be up nearly **55 percent year over year**[7](index=7&type=chunk) - Cumulative advanced booked position for 2026 remains strong, in line with 2025 record levels and at historical high prices (in constant currency)[7](index=7&type=chunk) [Third Quarter 2025 Detailed Results](index=1&type=section&id=Third%20Quarter%202025%20Results) [Financial Performance](index=1&type=section&id=2.1.%20Financial%20Performance) Carnival reported record Q3 2025 financial metrics, including net income, adjusted EBITDA, and 4.6% net yield growth | Metric | Q3 2025 | Q3 2024 | YoY Change | | :----- | :------ | :------ | :--------- | | Net Income | $1.9 billion | $1.735 billion | +$116 million | | Adjusted Net Income | $2.0 billion | $1.751 billion | N/A | | Adjusted EBITDA | $3.0 billion | $2.822 billion | N/A | | Revenues | $8.2 billion | $7.896 billion | +$250 million | | Gross Margin Yields | 6.4% higher than 2024 | N/A | N/A | | Net Yields (constant currency) | 4.6% higher than 2024 | N/A | N/A | [Operational Metrics](index=1&type=section&id=2.2.%20Operational%20Metrics) Cruise costs per ALBD increased, but adjusted cruise costs excluding fuel per ALBD improved better than guidance | Metric | Q3 2025 | Q3 2024 | YoY Change | | :----- | :------ | :------ | :--------- | | Cruise Costs per ALBD | +4.6% (vs 2024) | N/A | N/A | | Adjusted Cruise Costs excl. Fuel per ALBD (constant currency) | +5.5% (vs 2024) | N/A | N/A | | Fuel Consumption per ALBD | -5.2% (vs prior year) | N/A | N/A | | Customer Deposits | $7.1 billion | $6.425 billion (Nov 30, 2024) | N/A | [Booking Trends](index=2&type=section&id=2.3.%20Booking%20Trends) Booking trends strengthened since May, with higher volumes outpacing capacity growth and strong 2026/2027 positions - Booking trends have continued to strengthen since May, with higher booking volumes than last year and far outpacing capacity growth[9](index=9&type=chunk) - Nearly half of 2026 is booked, in line with 2025 record levels (at the same time last year) but at **historical high prices** (in constant currency) for both North America and Europe segments[9](index=9&type=chunk) - 2027 is already off to a great start, achieving **record booking volumes** during the third quarter[9](index=9&type=chunk) [Financial Management & Capital Structure](index=2&type=section&id=Financing) [Debt Refinancing and Reduction](index=2&type=section&id=3.1.%20Debt%20Refinancing%20and%20Reduction) Carnival aggressively refinanced over $11 billion of debt and prepaid another $1 billion, simplifying its capital structure - Opportunistically refinanced over **$11 billion** of debt and prepaid another **$1 billion** this year[10](index=10&type=chunk) - Issued two senior unsecured notes: **$1.2 billion** at **4.125%** due 2031 and **$3.0 billion** at **5.75%** due 2032, and entered into a **$400 million** loan, using proceeds to repay over **$5 billion** of debt[10](index=10&type=chunk) - Reduced secured debt by nearly **$2.5 billion** during the quarter[10](index=10&type=chunk) [Credit Rating Update](index=2&type=section&id=3.2.%20Credit%20Rating%20Update) Moody's upgraded the company's credit rating and maintained a positive outlook, reflecting improved leverage and momentum - Moody's upgraded the company's credit rating and maintained a positive outlook, reflecting improved leverage metrics and strong momentum[11](index=11&type=chunk) [Balance Sheet and Cash Flow Summary](index=2&type=section&id=3.3.%20Balance%20Sheet%20and%20Cash%20Flow%20Summary) The company ended the quarter with $26.5 billion in total debt and a significantly improved net debt to adjusted EBITDA ratio | Metric (in millions) | August 31, 2025 | August 31, 2024 | November 30, 2024 | | :----- | :-------------- | :-------------- | :---------------- | | Total Debt | $26.5 billion | N/A | $27.475 billion | | Net Debt to Adjusted EBITDA Ratio | 3.6x | 4.7x | N/A | | Customer Deposits | $7.1 billion | N/A | $6.779 billion | | Liquidity | $6.263 billion | N/A | $4.155 billion | | Cash from Operations (9 months) | $4.7 billion | $5.012 billion | N/A | | Capital Expenditures (9 months) | $2.105 billion | $4.034 billion | N/A | [Recent Operational Highlights](index=2&type=section&id=Other%20Recent%20Highlights) [New Destinations and Fleet Additions](index=2&type=section&id=4.1.%20New%20Destinations%20and%20Fleet%20Additions) Carnival launched Celebration Key, its new exclusive destination, and Princess Cruises welcomed the Star Princess - Successfully opened Celebration Key, the company's new exclusive destination on Grand Bahama Island, featuring the largest freshwater lagoon in the Caribbean and the world's largest swim-up bar[13](index=13&type=chunk) - Carnival Cruise Line hosted nearly **half a million guests** at Celebration Key since its opening in July[13](index=13&type=chunk) - Princess Cruises welcomed Star Princess, sister to the successful Sun Princess, which was previously awarded Condé Nast Traveler's 2024 Mega Ship of the year[13](index=13&type=chunk) [Brand Recognition and Sustainability](index=4&type=section&id=4.2.%20Brand%20Recognition%20and%20Sustainability) Holland America Line received multiple awards, Cunard launched a new campaign, and Carnival released its sustainability report - Holland America Line was recognized as both the **Best Large Ship Ocean Cruise Line** and **Best Mid-Sized Ship Ocean Cruise Line** in Travel + Leisure's 2025 World's Best Awards[14](index=14&type=chunk) - Cunard launched its new campaign, 'Why cruise when you can Cunard,' inviting guests to experience its iconic blend of style, elegance, and uncompromising luxury[14](index=14&type=chunk) - Named by Forbes as one of America's **Best Employers for Women** and one of the **Best-in-State Employers for Florida** in 2025[14](index=14&type=chunk) - Released its **15th annual sustainability report**, 'Doing Business Responsibly from Ship to Shore,' detailing continued progress towards sustainability goals[14](index=14&type=chunk) [Outlook and Guidance](index=2&type=section&id=Guidance) [Full Year 2025 Guidance](index=2&type=section&id=5.1.%20Full%20Year%202025%20Guidance) For full year 2025, Carnival expects significant improvements in net yields and adjusted net income, with adjusted EBITDA projected at $7.05 billion | Metric | Full Year 2025 Outlook | YoY Change (vs 2024) | | :----- | :--------------------- | :------------------- | | Net Yields (constant currency) | Approx. 5.3% | +0.3 percentage points better than June guidance | | Adjusted Cruise Costs excl. Fuel per ALBD (constant currency) | Approx. 3.3% | Better than June guidance | | Adjusted Net Income | Approx. $2,925 million | Up nearly 55% | | Adjusted EBITDA | Approx. $7.05 billion | Up 15% | | Adjusted EPS - diluted | Approx. $2.14 | N/A | [Fourth Quarter 2025 Guidance](index=2&type=section&id=5.2.%20Fourth%20Quarter%202025%20Guidance) For Q4 2025, the company forecasts net yields (constant currency) to be up approximately 4.3% and adjusted net income to increase by over 60% | Metric | 4Q 2025 Outlook | YoY Change (vs 4Q 2024) | | :----- | :-------------- | :---------------------- | | Net Yields (constant currency) | Approx. 4.3% | N/A | | Adjusted Net Income | Approx. $300 million | Up over 60% | | Adjusted EBITDA | Approx. $1.34 billion | N/A | | Adjusted EPS - diluted | Approx. $0.23 | N/A | [Capital Expenditures](index=5&type=section&id=5.3.%20Capital%20Expenditures) Newbuild capital expenditures for Q4 2025 are projected at $1.0 billion, with an additional $0.7 billion for non-newbuilds | Category | 4Q 2025 Capital Expenditures | | :------- | :--------------------------- | | Newbuild | $1.0 billion | | Non-newbuild | $0.7 billion | [Company Overview](index=6&type=section&id=Company%20Information) [About Carnival Corporation & plc](index=6&type=section&id=6.1.%20About%20Carnival%20Corporation%20%26%20plc) Carnival Corporation & plc is the largest global cruise company, operating a portfolio of world-class cruise lines - Carnival Corporation & plc is the largest global cruise company, with a portfolio of world-class cruise lines[19](index=19&type=chunk) - Portfolio includes AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises, Princess Cruises, and Seabourn[19](index=19&type=chunk) [Conference Call and Contacts](index=6&type=section&id=6.2.%20Conference%20Call%20and%20Contacts) The company scheduled a conference call to discuss earnings, with additional information available on its website - A conference call with analysts was scheduled for September 29, 2025, at 10:00 a.m. EDT to discuss the earnings release[18](index=18&type=chunk) - Additional information, including the earnings presentation and debt maturities schedule, is available on www.carnivalcorp.com and www.carnivalplc.com[18](index=18&type=chunk) [Cautionary Note Concerning Factors That May Affect Future Results](index=7&type=section&id=Cautionary%20Note%20Concerning%20Factors%20That%20May%20Affect%20Future%20Results) [Forward-Looking Statements](index=7&type=section&id=7.1.%20Forward-Looking%20Statements) The document contains forward-looking statements involving risks and uncertainties regarding future results, operations, and financial position - The document contains 'forward-looking statements' involving risks, uncertainties, and assumptions concerning future results, operations, strategy, outlooks, plans, goals, reputation, cash flows, and liquidity[21](index=21&type=chunk) - These statements are based on current expectations, estimates, forecasts, and projections about the business and industry, and are intended to qualify for safe harbors from liability[21](index=21&type=chunk) [Key Risk Factors](index=7&type=section&id=7.2.%20Key%20Risk%20Factors) Various factors could cause actual results to differ materially, including global events, incidents, regulations, and debt levels - Events and conditions around the world, including geopolitical uncertainty, war, pandemics, inflation, higher fuel prices, and higher interest rates, could lead to a decline in demand for cruises and negatively impact financial condition[24](index=24&type=chunk) - Risks include incidents concerning ships/guests, non-compliance with laws/regulations, factors associated with climate change, cybersecurity incidents, loss of key team members, increases in fuel prices, reliance on suppliers, fluctuations in foreign currency exchange rates, overcapacity/competition, and the company's debt levels[24](index=24&type=chunk)[28](index=28&type=chunk) [Consolidated Financial Statements (Unaudited)](index=9&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statements of Income (Loss)](index=9&type=section&id=8.1.%20Consolidated%20Statements%20of%20Income%20(Loss)) The consolidated statements of income show total revenues of $8,153 million for Q3 2025 and $20,292 million for the nine months ended August 31, 2025 | Metric (in millions) | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Total Revenues | $8,153 | $7,896 | $20,292 | $19,083 | | Operating Income | $2,271 | $2,178 | $3,748 | $3,013 | | Income Before Income Taxes | $1,857 | $1,743 | $2,368 | $1,626 | | Net Income (Loss) | $1,852 | $1,735 | $2,338 | $1,613 | | Diluted EPS | $1.33 | $1.26 | $1.71 | $1.21 | [Consolidated Balance Sheets](index=10&type=section&id=8.2.%20Consolidated%20Balance%20Sheets) As of August 31, 2025, total assets were $50,831 million, with total liabilities of $38,903 million and equity of $11,928 million | Metric (in millions) | August 31, 2025 | November 30, 2024 | | :------------------- | :-------------- | :---------------- | | Total Assets | $50,831 | $49,057 | | Cash and cash equivalents | $1,763 | $1,210 | | Property and Equipment, Net | $42,889 | $41,795 | | Total Current Liabilities | $11,436 | $11,617 | | Long-Term Debt | $25,064 | $25,936 | | Total Shareholders' Equity | $11,928 | $9,251 | [Other Balance Sheet and Statistical Information](index=11&type=section&id=8.3.%20Other%20Balance%20Sheet%20and%20Statistical%20Information) The company reported $6,263 million in liquidity, $26,481 million in total debt, and record customer deposits of $7,146 million | Metric (in millions) | August 31, 2025 | November 30, 2024 | | :------------------- | :-------------- | :---------------- | | Liquidity | $6,263 | $4,155 | | Debt (current and long-term) | $26,481 | $27,475 | | Customer deposits | $7,146 | $6,779 | | Statistical Metric | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :----------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Passenger cruise days (PCDs) | 27.5 | 28.1 | 77.1 | 76.0 | | ALBDs | 24.6 | 25.2 | 72.3 | 71.7 | | Occupancy percentage | 112% | 112% | 107% | 106% | | Passengers carried | 3.8 | 3.9 | 10.3 | 10.3 | | Fuel consumption (metric tons) | 0.7 | 0.7 | 2.1 | 2.2 | | Fuel cost per metric ton (excl. EUA) | $607 | $670 | $621 | $680 | [Non-GAAP Financial Measures](index=12&type=section&id=Non-GAAP%20Financial%20Measures) [Reconciliation of Non-GAAP Measures](index=12&type=section&id=9.1.%20Reconciliation%20of%20Non-GAAP%20Measures) The report reconciles non-GAAP measures like adjusted net income, adjusted EBITDA, and net yields to comparable U.S. GAAP measures | Metric (in millions, except per share) | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :----------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income (loss) | $1,852 | $1,735 | $2,338 | $1,613 | | Adjusted net income (loss) | $1,982 | $1,751 | $2,625 | $1,705 | | Adjusted EBITDA | $2,993 | $2,822 | $5,706 | $4,890 | | Diluted EPS | $1.33 | $1.26 | $1.71 | $1.21 | | Adjusted earnings per share - diluted | $1.43 | $1.27 | $1.91 | $1.27 | | Metric (per ALBD) | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2025 (Constant Currency) | Three Months Ended Aug 31, 2024 | | :---------------- | :------------------------------ | :-------------------------------------------------- | :------------------------------ | | Gross margin yields | $124.20 | N/A | $116.77 | | Net yields | $249.11 | $244.51 | $233.87 | | Adjusted cruise costs excluding fuel per ALBD | $111.96 | $109.65 | $103.97 | [Explanation of Non-GAAP Measures](index=15&type=section&id=9.2.%20Explanation%20of%20Non-GAAP%20Measures) Non-GAAP measures provide insights into core operating performance, leverage, and cost control by excluding certain non-core items - Adjusted net income (loss) and adjusted earnings per share exclude certain gains, losses, and expenses not considered part of core operating business to provide insight into future earnings performance[44](index=44&type=chunk) - Adjusted EBITDA, adjusted EBITDA per ALBD, and adjusted EBITDA margin provide information on core operating profitability by excluding non-core items, interest, taxes, depreciation, and amortization[45](index=45&type=chunk) - Net yields measure cruise segment performance on a per ALBD basis, using adjusted gross margin to reflect revenues net of significant variable costs[47](index=47&type=chunk) - Adjusted cruise costs per ALBD and excluding fuel per ALBD help monitor cost performance by separating capacity changes and excluding fuel expense[48](index=48&type=chunk)[49](index=49&type=chunk) [Constant Currency Reporting](index=16&type=section&id=9.3.%20Constant%20Currency%20Reporting) Constant currency reporting removes exchange rate impacts to facilitate a comparative view of business changes amidst fluctuations - Constant currency reporting removes the impact of changes in exchange rates on the translation of operations and transactional impacts from revenues and expenses denominated in a currency other than the functional currency[53](index=53&type=chunk) - This method facilitates a comparative view for changes in the business in an environment with fluctuating exchange rates, applied to metrics like adjusted gross margin, net yields, and adjusted cruise costs excluding fuel[54](index=54&type=chunk) - The company does not provide a reconciliation of forecasted non-GAAP financial measures to GAAP due to the unreasonable effort required to predict future foreign exchange rates, fuel prices, and non-core gains/losses[51](index=51&type=chunk)

FORM 20-F Filing Information [Filing Details](index=1&type=section&id=Filing%20Details) This Transition Report on Form 20-F for TMD Energy Limited covers January 1 to June 30, 2025, with shares listed on NYSE American - The report is a Transition Report on Form 20-F for the period from **January 1, 2025, to June 30, 2025**[2](index=2&type=chunk) - TMD Energy Limited is incorporated in the **Cayman Islands**[3](index=3&type=chunk) Securities Registration Details | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------------------ | :---------------- | :---------------------------------------- | | Ordinary Shares, par value $0.0001 per share | TMDE | NYSE American LLC | - **23,565,000** ordinary shares were outstanding as of **June 30, 2025**[5](index=5&type=chunk) - The registrant is a **non-accelerated filer** and an **emerging growth company**, preparing financial statements in accordance with **U.S. GAAP**[7](index=7&type=chunk)[8](index=8&type=chunk) Table of Contents Conventions and Definitions [Definitions](index=4&type=section&id=Definitions) This section defines key terms and abbreviations used in the Transition Report, including financial periods, legal entities, and currencies - Key financial periods defined include **6M2024**, **6M2025**, **FY2022**, **FY2023**, and **FY2024**[11](index=11&type=chunk) - The company is referred to as **TMD Energy Limited**, incorporated in the **Cayman Islands** on **October 17, 2023**, and 'our Group' refers to the Company and its subsidiaries[11](index=11&type=chunk) - Currencies used are **RM** (Malaysian Ringgit), **SGD** (Singapore Dollar), and **USD** (U.S. dollars)[11](index=11&type=chunk) Special Note Regarding Forward-Looking Statements [Forward-Looking Statements Disclaimer](index=5&type=section&id=Forward-Looking%20Statements%20Disclaimer) This section highlights forward-looking statements subject to risks and uncertainties under the 'safe harbor' provision, with no obligation to update - The report contains forward-looking statements made under the **'safe harbor' provision** of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995[13](index=13&type=chunk) - These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially[13](index=13&type=chunk) - Key areas of forward-looking statements include future business development, economic performance, market competition, legal changes, and managing growth[15](index=15&type=chunk) - The company operates in an evolving environment and undertakes **no obligation to update** forward-looking statements, except as required by law[14](index=14&type=chunk) PART I [ITEM 5. Operating and Financial Review and Prospects](index=6&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section analyzes the Group's financial condition and results, covering recent developments, performance, liquidity, capital resources, and critical accounting estimates [5.A. Operating Results](index=6&type=section&id=5.A.%20Operating%20Results) The company, a holding entity in oil trading and bunkering, completed an IPO and changed its fiscal year-end, with operations affected by market and geopolitical risks - The company is a holding company primarily engaged in **oil trading and bunkering** in Malaysian waters, with plans for regional expansion[18](index=18&type=chunk)[20](index=20&type=chunk) - The company completed its IPO on NYSE American on **April 22, 2025**, raising **$11.59 million** in gross proceeds[21](index=21&type=chunk) - The fiscal year-end was changed from **December 31 to June 30** on **May 16, 2025**, to align with the holding company[22](index=22&type=chunk) - Key operational factors include reliance on key customers and limited suppliers, senior management retention, oil supply disruptions, and cyclical shipping industry conditions[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk)[28](index=28&type=chunk) - Geopolitical conflicts and trade tensions have impacted oil prices, supply chains, and shipping activity, leading to revenue declines in **6M2025**[30](index=30&type=chunk)[34](index=34&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) [Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024](index=8&type=section&id=Six%20Months%20Ended%20June%2030,%202025%20Compared%20to%20Six%20Months%20Ended%20June%2030,%202024) In 6M2025, total revenue decreased by **22.7%** to **$276.3 million**, leading to a **$4.5 million** net loss due to lower volume, prices, and higher operating expenses Consolidated Results of Operations (6M2025 vs 6M2024) | Metric | 6M2025 (Millions $) | 6M2024 (Millions $) | Variance (Millions $) | Variance (%) | | :------------------------------ | :------------- | :------------- | :--------------- | :----------- | | Total revenues | 276.34 | 357.53 | (81.19) | (22.7) | | Total cost of revenues | (272.36) | (351.98) | (79.62) | (22.6) | | Gross profit | 3.98 | 5.55 | (1.56) | (28.2) | | Total operating expenses | (5.93) | (5.41) | 0.51 | 9.5 | | (Loss) Income from operations | (1.94) | 0.13 | (2.08) | (1,561.7) | | Total other (expenses) income, net | (3.57) | 1.27 | (4.84) | (380.6) | | (Loss) Income before income taxes | (5.51) | 1.40 | (6.91) | (492.5) | | Income tax benefits (expenses) | 0.99 | (0.28) | 1.27 | 456.7 | | Net (loss) income | (4.52) | 1.13 | (5.65) | (501.2) | | Net (loss) income attributable to controlling interest | (4.31) | 0.84 | (5.15) | (613.1) | - Overall revenue decreased by **22.7%** to **$276.3 million**, driven by an **11.2%** decrease in oil cargo bunkered volume and a **17.9%** decrease in average oil prices[46](index=46&type=chunk)[47](index=47&type=chunk) - Gross profit decreased by **28.2%** to **$4.0 million**, with gross profit margin marginally decreasing from **1.55% to 1.44%**, reflecting increased operational expenses and declining bunkering demand[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) - General and administrative expenses increased by **8.8%** to **$3.3 million**, mainly due to higher staff costs and increased management fees to a related party[62](index=62&type=chunk)[63](index=63&type=chunk) - Sundry income shifted to a net expense of **$0.8 million** from a **$3.2 million** gain, primarily due to a **$1.5 million** net foreign currency loss as RM and SGD strengthened against USD[70](index=70&type=chunk) - The company recorded an income tax benefit of **$1.0 million**, mainly due to an over-provision in **FY2024** income tax expenses and a net loss in **6M2025**[76](index=76&type=chunk)[77](index=77&type=chunk) [Year Ended December 31, 2024 Compared to Year Ended December 31, 2023](index=14&type=section&id=Year%20Ended%20December%2031,%202024%20Compared%20to%20Year%20Ended%20December%2031,%202023) In FY2024, total revenue increased by **8.8%** to **$688.6 million**, gross profit rose by **32.7%** to **$16.0 million**, but net income decreased by **30.9%** to **$2.0 million** Consolidated Results of Operations (FY2024 vs FY2023) | Metric | FY2024 (Millions $) | FY2023 (Millions $) | Variance (Millions $) | Variance (%) | | :------------------------------ | :------------- | :------------- | :--------------- | :----------- | | Total revenues | 688.61 | 633.08 | 55.53 | 8.8 | | Total cost of revenues | (672.56) | (620.99) | 51.57 | 8.3 | | Gross profit | 16.05 | 12.09 | 3.96 | 32.7 | | Total operating expenses | (10.05) | (9.49) | 0.56 | 5.9 | | Income from operations | 6.00 | 2.61 | 3.39 | 130.2 |

[FORM 8-K Filing Information](index=1&type=section&id=Filing%20Information) This section details the registrant's identification, legal status, and securities information for the FORM 8-K filing [Registrant Details](index=1&type=section&id=Registrant%20Details) This section provides the core identification details for the registrant, UPEXI, INC., including its legal name, jurisdiction, principal executive offices, and contact information - The registrant is **UPEXI, INC.**, incorporated in Delaware[1](index=1&type=chunk) - The principal executive offices are located at 3030 N. Rocky Point Drive, Suite 420, Tampa, FL 33607, with telephone number **(727) 287-2800**[2](index=2&type=chunk) [Securities and Filing Status](index=1&type=section&id=Securities%20and%20Filing%20Status) This part outlines the registrant's securities registered under Section 12(b) of the Act and confirms its status as an emerging growth company | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :--- | :--- | :--- | | Common Stock, par value $0.00001 | UPXI | NASDAQ | - The registrant is 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 presents Upexi, Inc.'s financial highlights for the year ended June 30, 2025, and an update on its Solana treasury holdings [Financial Highlights and Treasury Holdings Update](index=2&type=section&id=Financial%20Highlights%20and%20Treasury%20Holdings%20Update) Upexi, Inc. issued a press release on September 24, 2025, announcing financial highlights for the year ended June 30, 2025, and providing an update on its treasury holdings, specifically Solana, as of September 2025. This information is furnished and not deemed 'filed' for certain purposes - Upexi, Inc. announced financial highlights for the year ended June 30, 2025, via a press release on **September 24, 2025**[4](index=4&type=chunk) | Metric | Value | As of Date | | :--- | :--- | :--- | | Treasury Holding Solana (USD) | $433 million | September 23, 2025 | | Treasury Holding Solana (SOL) | 2,018,419 SOL | September 10, 2025 | - The update also included other metrics such as net asset value, unrealized gain, SOL per share, and staking[4](index=4&type=chunk) - The information in Item 2.02, including Exhibit 99.1, is furnished and not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, nor incorporated by reference in other filings unless expressly set forth[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 provides a comprehensive list of all financial statements and exhibits accompanying the FORM 8-K filing [List of Exhibits](index=2&type=section&id=List%20of%20Exhibits) This section lists the exhibits accompanying the Form 8-K filing, which include the press release detailing financial results and the interactive data file | Exhibit No. | Exhibit Description | | :--- | :--- | | 99.1 | Press Release of Upexi, Inc., dated September 24, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | [Signatures](index=2&type=section&id=SIGNATURES) This section confirms the official authorization and signing of the FORM 8-K report by the designated corporate officer [Report Authorization](index=2&type=section&id=Report%20Authorization) The report was duly signed on behalf of Upexi, Inc. by its Chief Financial Officer, Andrew J. Norstrud, on September 26, 2025, pursuant to the requirements of the Securities Exchange Act of 1934 - The report was signed by **Andrew J. Norstrud**, Chief Financial Officer of UPEXI, INC.[9](index=9&type=chunk) - The report was dated **September 26, 2025**[9](index=9&type=chunk)