Burford Burford Capital Second Quarter 2025 Financial Results August 7, 2025 This presentation is for the use of Burford's public shareholders and is not an offering of any Burford private fund. Notice & disclaimer This presentation (this "Presentation") provides certain information to facilitate review and understanding of the business, financial condition and results of operations of Burford Capital Limited (together with its subsidiaries, the "Company", "Burford", " we", " our" or " us") as of and for th ...

[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q) This section details PepGen Inc.'s Form 10-Q filing for Q2 2025, including company status and stock information [Filing Details](index=1&type=section&id=Filing%20Details) PepGen Inc. filed its Q2 2025 Form 10-Q as a non-accelerated, smaller reporting, and emerging growth company - PepGen Inc. is a non-accelerated filer, smaller reporting company, and an emerging growth company[3](index=3&type=chunk) Common Stock Information | Metric | Value | | :----- | :---- | | Common Stock Outstanding (as of Aug 1, 2025) | 32,799,724 shares | | Par Value per Share | $0.0001 | [Table of Contents](index=2&type=section&id=Table%20of%20Contents) This section provides an organized listing of all chapters and sections within the Form 10-Q report [Special Note Regarding Forward-Looking Statements](index=3&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section cautions investors about forward-looking statements, which involve risks and uncertainties [Forward-Looking Statements Disclaimer](index=3&type=section&id=Forward-Looking%20Statements%20Disclaimer) The report contains forward-looking statements subject to known and unknown risks, cautioning against reliance beyond the filing date - Forward-looking statements cover areas such as R&D programs, clinical trials, ability to continue as a going concern, capital raising, product candidate development, regulatory approval, commercialization, intellectual property, future expenses, market size, financial performance, market acceptance, regulatory developments, third-party contracts, competition, personnel, litigation, and the impact of epidemics/pandemics[8](index=8&type=chunk) - The company operates in an evolving environment, and new risk factors may emerge. Investors should read the entire Form 10-Q with the understanding that actual future results may differ materially from forward-looking statements[9](index=9&type=chunk) [Trademarks](index=5&type=section&id=TRADEMARKS) This section clarifies the usage of trademarks within the report, including company and third-party marks [Trademark Usage Disclosure](index=5&type=section&id=Trademark%20Usage%20Disclosure) The report's trademark references, with or without symbols, do not waive rights or imply third-party endorsement - References to trademarks and trade names, including logos and artwork, may appear without ® or ™ symbols, but this does not indicate a waiver of rights by their respective owners[14](index=14&type=chunk) - The company's use or display of other companies' trade names or trademarks is not intended to imply a relationship with, or endorsement or sponsorship by, those companies[14](index=14&type=chunk) [Summary of Material Risks Associated with Our Business](index=6&type=section&id=SUMMARY%20OF%20MATERIAL%20RISKS%20ASSOCIATED%20WITH%20OUR%20BUSINESS) This section summarizes key business risks, including financial losses, funding needs, and development challenges [Key Business Risks](index=6&type=section&id=Key%20Business%20Risks) Key risks include significant losses, funding needs, early-stage development, PGN-EDODM1 dependence, and IP challenges - The company has incurred significant losses since inception, has no approved products, and expects to incur losses for the foreseeable future, with substantial doubt about its ability to continue as a going concern without additional funding[17](index=17&type=chunk) - Development efforts are early-stage, with PGN-EDO51 development voluntarily discontinued in May 2025, making the business highly dependent on the success of the remaining clinical-stage product candidate, PGN-EDODM1[17](index=17&type=chunk) - Key risks include lengthy and expensive preclinical/clinical development with uncertain outcomes, reliance on third parties for manufacturing and testing, significant competition, and the ability to obtain and maintain patent protection for its EDO platform and product candidates[17](index=17&type=chunk) [PART I. FINANCIAL INFORMATION](index=9&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part presents the company's unaudited condensed consolidated financial statements and management's analysis [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=9&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Unaudited condensed consolidated financial statements reflect ongoing losses and liquidity concerns, raising going concern doubt [Condensed Consolidated Balance Sheets](index=9&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows a decrease in total assets and stockholders' equity from December 31, 2024, to June 30, 2025, primarily driven by a reduction in cash, cash equivalents, and marketable securities, reflecting ongoing operational cash burn | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Cash and cash equivalents | $35,072 | $49,421 | $(14,349) | | Marketable securities | $39,581 | $70,770 | $(31,189) | | Total current assets | $77,486 | $123,761 | $(46,275) | | Total assets | $102,242 | $150,883 | $(48,641) | | Total liabilities | $31,084 | $32,263 | $(1,179) | | Total stockholders' equity | $71,158 | $118,620 | $(47,462) | | Accumulated deficit | $(324,752) | $(271,463) | $(53,289) | [Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss%20(Unaudited)) The company reported increased net losses for both the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to higher operating expenses, particularly in research and development, and a decrease in interest income | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $18,391 | $25,063 | $43,769 | $39,795 | | General and administrative | $5,541 | $5,362 | $11,484 | $10,428 | | Total operating expenses | $23,932 | $30,425 | $55,253 | $50,223 | | Operating loss | $(23,932) | $(30,425) | $(55,253) | $(50,223) | | Interest income | $842 | $2,121 | $1,964 | $3,856 | | Net loss | $(23,087) | $(28,335) | $(53,289) | $(46,355) | | Net loss per share (basic and diluted) | $(0.70) | $(0.87) | $(1.63) | $(1.52) | | Weighted-average common shares outstanding | 32,748,646 | 32,469,187 | 32,711,887 | 30,562,794 | [Condensed Consolidated Statements of Stockholders' Equity (Unaudited)](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Unaudited)) Stockholders' equity decreased significantly from December 31, 2024, to June 30, 2025, primarily due to the net loss incurred during the period, partially offset by stock-based compensation expense and issuance of stock under employee plans | Metric (in thousands) | Balance as of Dec 31, 2024 | Balance as of Jun 30, 2025 | Change | | :-------------------- | :------------------------- | :------------------------- | :----- | | Common Stock Shares | 32,619,663 | 32,799,724 | +180,061 | | Common Stock Amount | $3 | $3 | $0 | | Additional Paid-in Capital | $390,057 | $395,950 | +$5,893 | | Accumulated Other Comprehensive (Loss) Income | $23 | $(43) | $(66) | | Accumulated Deficit | $(271,463) | $(324,752) | $(53,289) | | Total Stockholders' Equity | $118,620 | $71,158 | $(47,462) | - Key activities impacting stockholders' equity for the six months ended June 30, 2025, include **$5.795 million in stock-based compensation expense** and a **net loss of $53.289 million**[25](index=25&type=chunk) [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) The company continued to use significant cash in operating activities for the six months ended June 30, 2025, though net cash provided by investing activities turned positive due to marketable securities maturities. Financing activities provided minimal cash compared to the prior year, which included proceeds from public offerings | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :-------------------------------- | :----------------------------- | :----------------------------- | :----- | | Net cash used in operating activities | $(46,531) | $(38,885) | $(7,646) | | Net cash provided by (used in) investing activities | $32,106 | $(64,036) | +$96,142 | | Net cash provided by financing activities | $98 | $88,294 | $(88,196) | | Net decrease in cash, cash equivalents and restricted cash | $(14,349) | $(14,689) | +$340 | | Cash, cash equivalents and restricted cash at end of period | $36,620 | $67,633 | $(31,013) | [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Notes detail business, accounting policies, and financial items, emphasizing ongoing 'going concern' uncertainty due to losses [1. Nature of Business and Basis of Presentation](index=13&type=section&id=1.%20Nature%20of%20Business%20and%20Basis%20of%20Presentation) PepGen Inc., a clinical-stage biotech, faces 'going concern' doubt due to recurring losses and no revenue generation - PepGen Inc. is a clinical-stage biotechnology company focused on advancing oligonucleotide therapeutics for severe neuromuscular and neurologic diseases[31](index=31&type=chunk) - The company completed a corporate reorganization in November 2020, making PepGen (Delaware corporation) the parent, and dissolved its UK subsidiary, PepGen Limited, on December 10, 2024[32](index=32&type=chunk)[105](index=105&type=chunk) - The company has filed shelf registration statements for up to **$300.0 million** (effective June 2023) and **$250.0 million** (effective July 2024) for various securities offerings[33](index=33&type=chunk)[128](index=128&type=chunk)[131](index=131&type=chunk) - As of June 30, 2025, the company had an accumulated deficit of **$324.8 million** and cash, cash equivalents, and marketable securities of **$74.7 million**. Management expects existing funds to last into Q2 2026, but not for a full year from the financial statement issuance date, leading to substantial doubt about its ability to continue as a going concern[35](index=35&type=chunk)[36](index=36&type=chunk) [2. Summary of Significant Accounting Policies](index=15&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) There have been no changes to the company's significant accounting policies since December 31, 2024. The company, as an emerging growth company, has elected to use the extended transition period for complying with new or revised accounting standards - No changes to significant accounting policies since December 31, 2024[40](index=40&type=chunk) - The company adopted ASU No. 2023-07 (Segment Reporting) for the year ended December 31, 2024, and ASU No. 2023-09 (Income Tax Disclosures) on January 1, 2025, with no material effect on financial statements[42](index=42&type=chunk)[44](index=44&type=chunk) - The company is evaluating the potential impact of ASU No. 2024-03 (Expense Disaggregation Disclosures), effective for fiscal years beginning after December 15, 2026[45](index=45&type=chunk) [3. Fair Value Measurements](index=17&type=section&id=3.%20Fair%20Value%20Measurements) The company's financial assets measured at fair value primarily consist of U.S. Treasury-backed money market funds and U.S. Treasury notes, all classified as Level 1 inputs within the fair value hierarchy. The total fair value of these assets decreased from $116.34 million at December 31, 2024, to $72.43 million at June 30, 2025 Fair Value of Financial Assets | Asset (in thousands) | As of June 30, 2025 (Total Fair Value) | As of December 31, 2024 (Total Fair Value) | | :------------------- | :------------------------------------- | :----------------------------------------- | | U.S. Treasury-backed money market funds | $32,847 | $45,570 | | U.S. Treasury notes | $39,581 | $70,770 | | Total | $72,428 | $116,340 | - All fair value measurements for cash equivalents and marketable securities are based on Level 1 inputs (quoted prices in active markets)[47](index=47&type=chunk)[48](index=48&type=chunk) Marketable Securities Maturity | Marketable Securities Maturity (in thousands) | June 30, 2025 | | :------------------------------------ | :------------ | | Maturing in one year or less | $39,581 | | Maturing after one year through two years | $— | | Maturing after two years | $— | | Total | $39,581 | [4. Property and Equipment, Net](index=18&type=section&id=4.%20Property%20and%20Equipment,%20Net) Net property and equipment decreased from $3.7 million at December 31, 2024, to $2.5 million at June 30, 2025. This decrease was influenced by depreciation expense and a $0.7 million non-cash impairment charge on unused lab and office equipment during Q2 2025 Property and Equipment, Net | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Lab equipment | $4,021 | $5,110 | | Computer and office equipment | $1,702 | $1,556 | | Construction in process | $1 | $96 | | Total property and equipment | $5,724 | $6,762 | | Less: accumulated depreciation | $(3,235) | $(3,046) | | Total property and equipment, net | $2,489 | $3,716 | - Depreciation expense was **$0.3 million** for Q2 2025 and **$0.7 million** for the six months ended June 30, 2025[49](index=49&type=chunk) - A **$0.7 million** non-cash impairment charge was taken in Q2 2025 for unused lab and computer equipment, impacting R&D and G&A expenses[50](index=50&type=chunk) [5. Accrued Expenses](index=18&type=section&id=5.%20Accrued%20Expenses) Total accrued expenses increased slightly from $11.85 million at December 31, 2024, to $12.36 million at June 30, 2025, primarily due to an increase in research and development expenses Accrued Expenses | Accrued Expense (in thousands) | June 30, 2025 | December 31, 2024 | | :----------------------------- | :------------ | :---------------- | | Research and development expenses | $8,901 | $6,903 | | Employee-related expenses | $2,423 | $3,617 | | Professional services | $915 | $1,138 | | Other | $125 | $192 | | Total accrued expenses | $12,364 | $11,850 | [6. Related Party Transactions](index=18&type=section&id=6.%20Related%20Party%20Transactions) The company has a technology license agreement with Oxford University Innovation Limited (OUI) and Medical Research Council (MRC) for cell-penetrating peptides. It also has affiliations with RA Capital Management, L.P., whose affiliated directors receive compensation paid directly to RA Capital - The company holds an exclusive worldwide license from OUI and MRC for cell-penetrating peptides for Duchenne muscular dystrophy, spinal muscular atrophy, and other conditions[52](index=52&type=chunk) - Potential milestone payments to licensors aggregate **$0.1 million**, and low single-digit royalties on net sales exceeding **£20-30 million** are due[54](index=54&type=chunk) - OSE (an OUI affiliate) owned **14.5%** of the company's common stock as of June 30, 2025. RA Capital Management, L.P. affiliates owned **32.6%** of common stock as of June 30, 2025[58](index=58&type=chunk)[59](index=59&type=chunk) Related Party Compensation | Related Party Compensation (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | OSE (Dr. Ashton's service) | $0 | $11.875 | $0 | $23.750 | | RA Capital (Dr. Resnick's service) | $12 | $10.750 | $24 | $21.500 | [7. Commitments and Contingencies](index=20&type=section&id=7.%20Commitments%20and%20Contingencies) A shareholder class action lawsuit regarding PGN-EDO51 was filed; the company denies merit but acknowledges litigation risks - A shareholder class action lawsuit was filed on **June 9, 2025**, alleging material misrepresentations/omissions regarding PGN-EDO51 between March 7, 2024, and March 3, 2025[62](index=62&type=chunk)[155](index=155&type=chunk) - The company believes the allegations are without merit and will defend the case vigorously, but acknowledges that litigation can adversely impact business due to defense costs and diversion of management resources[63](index=63&type=chunk)[155](index=155&type=chunk) - The company enters into standard indemnification agreements in the ordinary course of business, with unknown maximum exposure, but does not anticipate significant losses[65](index=65&type=chunk) [8. Stockholders' Equity](index=22&type=section&id=8.%20Stockholders'%20Equity) The company has authorized 500 million shares of common stock and 10 million shares of preferred stock. No cash dividends were declared. A significant number of shares are reserved for issuance under various equity compensation plans - The company has authority to issue **500,000,000 shares of common stock** and **10,000,000 shares of undesignated preferred stock**[66](index=66&type=chunk) - No cash dividends were declared during the six months ended June 30, 2025[66](index=66&type=chunk) Shares Reserved for Issuance | Shares Reserved for Issuance | June 30, 2025 | December 31, 2024 | | :--------------------------- | :------------ | :---------------- | | Stock options issued and outstanding | 6,623,482 | 5,845,039 | | Unvested restricted stock and performance stock units | 272,957 | 101,280 | | Authorized for future stock awards or option grants under the 2022 Plan | 1,141,750 | 657,167 | | Authorized for future stock awards or option grants under the Inducement Plan | 797,184 | 702,184 | | Authorized for future issuance under the ESPP | 645,413 | 397,998 | | Total | 9,480,786 | 7,703,668 | [9. Stock-Based Compensation](index=22&type=section&id=9.%20Stock-Based%20Compensation) Stock-based compensation increased, with active equity plans and significant option/RSU grants and forfeitures - The company has four equity compensation plans: 2020 Stock Plan (no new awards), 2022 Stock Option and Incentive Plan, 2022 Employee Stock Purchase Plan (ESPP), and 2024 Inducement Plan[68](index=68&type=chunk)[70](index=70&type=chunk) Stock Option Activity | Stock Option Activity | Six Months Ended June 30, 2025 | | :-------------------- | :----------------------------- | | Outstanding as of Dec 31, 2024 | 5,845,039 | | Granted | 1,752,874 | | Canceled/Forfeited | (974,431) | | Outstanding as of Jun 30, 2025 | 6,623,482 | | Weighted-average exercise price (Jun 30, 2025) | $9.70 | | Weighted-average grant date fair value of options granted | $1.82 | | Total unrecognized compensation cost (Jun 30, 2025) | $25.6 million (over ~2.47 years) | RSU and PSU Activity | RSU and PSU Activity | Six Months Ended June 30, 2025 | | :------------------- | :----------------------------- | | Outstanding as of Dec 31, 2024 | 101,280 (72,725 time-based, 28,555 PSUs) | | Granted | 333,690 (time-based) | | Vested | (101,280) (72,725 time-based, 28,555 PSUs) | | Forfeited | (60,733) (time-based) | | Issued and unvested as of Jun 30, 2025 | 272,957 (time-based) | | Unrecognized compensation costs (Jun 30, 2025) | $0.8 million (over ~3.68 years) | Stock-Based Compensation Expense | Stock-Based Compensation Expense (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $923 | $1,269 | $2,519 | $2,014 | | General and administrative | $1,440 | $1,593 | $3,276 | $2,870 | | Total | $2,363 | $2,862 | $5,795 | $4,884 | [10. Income Taxes](index=24&type=section&id=10.%20Income%20Taxes) The company reported no income tax expense for the three and six months ended June 30, 2025 and 2024, due to recurring losses. A $0.7 million tax benefit was recognized in December 2024 due to the liquidation of its UK subsidiary, resolving an uncertain tax position related to an IP asset transfer - Income tax expense was nil for the three and six months ended June 30, 2025 and 2024[77](index=77&type=chunk) - A **$4.4 million** tax charge (including **$0.7 million** uncertain tax position) was estimated in 2022 due to the transfer of IP assets from PepGen Limited (UK) to PepGen Inc. (US)[78](index=78&type=chunk)[79](index=79&type=chunk) - Approximately **$0.7 million** in unrecognized tax benefits were released in December 2024 due to the liquidation of PepGen Limited[80](index=80&type=chunk) [11. Segment Reporting](index=24&type=section&id=11.%20Segment%20Reporting) The company operates as a single segment, focusing on oligonucleotide therapeutics, with R&D expenses tracked program-by-program - The company has one reportable segment, focused on advancing oligonucleotide therapeutics for severe neuromuscular and neurologic diseases[82](index=82&type=chunk) - Operating expenses and net loss are used by the chief operating decision maker to evaluate R&D progress and allocate resources, particularly for the two lead product candidates (one discontinued in May 2025)[83](index=83&type=chunk) Functional Operating Expenses | Functional Operating Expenses (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | PGN-EDODM1 direct R&D expenses | $4,688 | $6,755 | $16,396 | $10,848 | | PGN-EDO51 direct R&D expenses | $4,582 | $9,585 | $7,998 | $12,444 | | Total research and development expense | $18,391 | $25,063 | $43,769 | $39,795 | | Total general and administrative expense | $5,541 | $5,362 | $11,484 | $10,428 | | Net loss | $(23,087) | $(28,335) | $(53,289) | $(46,355) | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition, results, and liquidity, focusing on the strategic shift to PGN-EDODM1 and 'going concern' doubt [Overview](index=26&type=section&id=Overview) PepGen Inc. is a clinical-stage biotechnology company focused on developing next-generation oligonucleotide therapies for severe neuromuscular and neurological diseases using its proprietary Enhanced Delivery Oligonucleotide (EDO) platform - PepGen is a clinical-stage biotechnology company advancing oligonucleotide therapies for severe neuromuscular and neurological diseases[86](index=86&type=chunk) - The company's proprietary Enhanced Delivery Oligonucleotide (EDO) platform uses cell-penetrating peptides (CPPs) to improve uptake and activity of conjugated oligonucleotide therapeutics[86](index=86&type=chunk) [Business Update](index=26&type=section&id=Business%20Update) PepGen announced the voluntary discontinuation of PGN-EDO51 development for Duchenne muscular dystrophy (DMD) in May 2025, following insufficient dystrophin protein levels in the CONNECT1 study. The company will now focus its development efforts on the PGN-EDODM1 program for myotonic dystrophy type 1 (DM1) - On **May 28, 2025**, PepGen voluntarily discontinued development of PGN-EDO51 for Duchenne muscular dystrophy (DMD) and will wind down all DMD-related R&D activities[87](index=87&type=chunk)[89](index=89&type=chunk) - The decision was based on PGN-EDO51 not achieving target dystrophin levels (**0.59% of normal**) in the 10 mg/kg cohort of the CONNECT1 study, despite a generally favorable safety profile[89](index=89&type=chunk) - The company will now focus on advancing its PGN-EDODM1 program for myotonic dystrophy type 1 (DM1)[90](index=90&type=chunk) [PGN-EDODM1](index=26&type=section&id=PGN-EDODM1) PGN-EDODM1 for DM1 shows favorable Phase 1 data, with Phase 2 initiated and regulatory designations received - PGN-EDODM1 is being developed for myotonic dystrophy type 1 (DM1) with a unique mechanism of action and delivery approach[91](index=91&type=chunk) - Initial data from the Phase 1 FREEDOM study (5 and 10 mg/kg cohorts) showed a favorable emerging safety profile and robust dose-dependent splicing correction[92](index=92&type=chunk) - The company has concluded dose escalation in the FREEDOM trial with the 15 mg/kg cohort, with data expected in early Q4 2025[93](index=93&type=chunk) - A Phase 2 FREEDOM2 study is currently dosing participants in the 5 mg/kg cohort in Canada and the U.K., with data expected in Q1 2026[94](index=94&type=chunk) - PGN-EDODM1 has been granted Orphan Drug Designation and Fast Track Designation by the FDA for DM1[95](index=95&type=chunk) [Initial Public Offering, ATM Program, Follow-on Offering and Liquidity](index=28&type=section&id=Initial%20Public%20Offering,%20ATM%20Program,%20Follow-on%20Offering%20and%20Liquidity) PepGen funded operations via equity, but faces significant losses and needs additional capital by Q2 2026 - The company received **$122.9 million** in gross proceeds from its May 2022 IPO[96](index=96&type=chunk) - In February 2024, the company received **$9.9 million** net proceeds from its ATM program and **$76.4 million** net proceeds from a follow-on offering, totaling **$86.3 million**[98](index=98&type=chunk) - Net losses were **$53.3 million** for the six months ended June 30, 2025, and **$46.4 million** for the six months ended June 30, 2024[100](index=100&type=chunk) - As of June 30, 2025, the accumulated deficit was **$324.8 million**, and cash, cash equivalents, and marketable securities totaled **$74.7 million**[100](index=100&type=chunk) - Existing cash is expected to fund operations into Q2 2026, but additional capital will be required beyond that point, leading to substantial doubt about the company's ability to continue as a going concern[101](index=101&type=chunk)[103](index=103&type=chunk) [Corporate Reorganization](index=30&type=section&id=Corporate%20Reorganization) PepGen Limited (UK) underwent a corporate reorganization in November 2020, forming PepGen Inc. (Delaware) as the parent company. Following the transfer of operations and intellectual property, PepGen Limited was dissolved on December 10, 2024 - PepGen Limited (UK) completed a corporate reorganization on **November 9, 2020**, establishing PepGen Inc. (Delaware) as the sole stockholder[104](index=104&type=chunk) - Intellectual property assets were transferred from PepGen Limited to PepGen Inc. effective **January 1, 2022**[105](index=105&type=chunk) - PepGen Limited was dissolved on **December 10, 2024**[105](index=105&type=chunk) [Components of Results of Operations](index=30&type=section&id=Components%20of%20Results%20of%20Operations) This section details operating expenses (R&D, G&A), other income, and income taxes, with R&D costs recognized as incurred [Operating Expenses](index=30&type=section&id=Operating%20Expenses) Operating expenses comprise R&D and G&A costs, with R&D recognized as incurred and internal resources unallocated by program - Research and development expenses include external costs (CROs, CDMOs, consultants), personnel-related costs, laboratory supplies, and facility costs[106](index=106&type=chunk) - R&D expenses are recognized as incurred; payments made prior to receipt of goods/services are recorded as prepaid expenses[106](index=106&type=chunk) - Internal R&D resources are deployed across multiple programs and not tracked on a program-specific basis[108](index=108&type=chunk) Research and Development Expenses | Research and Development Expenses (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | PGN-EDODM1 external | $4,688 | $6,755 | $16,396 | $10,848 | | PGN-EDO51 external | $4,582 | $9,585 | $7,998 | $12,444 | | Other programs and unallocated external | $65 | $486 | $435 | $917 | | Total external expense | $9,335 | $16,826 | $24,829 | $24,209 | | Personnel-related (internal) | $5,841 | $5,887 | $13,312 | $10,795 | | Facilities and related costs (internal) | $1,318 | $1,415 | $2,581 | $2,948 | | Other (internal) | $1,897 | $935 | $3,047 | $1,843 | | Total research and development expenses | $18,391 | $25,063 | $43,769 | $39,795 | [General and Administrative](index=32&type=section&id=General%20and%20Administrative) General and administrative expenses primarily include personnel-related costs, legal fees for intellectual property and corporate matters, professional fees for audit, accounting, and consulting, and insurance costs. These expenses are expected to remain consistent due to public company operating requirements - General and administrative expenses consist mainly of personnel-related costs (salaries, incentives, payroll taxes, benefits, stock-based compensation), legal fees, professional fees (audit, accounting, consulting), and insurance[112](index=112&type=chunk) - These expenses are expected to remain consistent to support public company operating expenses, including audit, legal, regulatory, tax, insurance, and investor relations costs[113](index=113&type=chunk) [Other Income (Expense), Net](index=32&type=section&id=Other%20Income%20(Expense),%20Net) Other income (expense), net, primarily consists of interest earned on cash deposits and U.S. Treasury-backed money market funds, along with realized and unrealized gains and losses on currency revaluation - Interest income is derived from cash deposits and U.S. Treasury-backed money market funds[114](index=114&type=chunk) - Other income (expense), net, includes realized and unrealized gains and losses on currency revaluation[115](index=115&type=chunk) [Income Taxes](index=32&type=section&id=Income%20Taxes) The company has not recorded a U.S. provision for federal or state income taxes due to having no revenue and incurring losses since inception - No income tax expense was recorded for the three and six months ended June 30, 2025 and 2024, due to the company having no revenue and incurring losses since inception[116](index=116&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) This section provides a detailed comparison of the company's financial performance for the three and six months ended June 30, 2025, versus the same periods in 2024, highlighting changes in operating expenses, other income, and net loss [Comparison of the Three Months Ended June 30, 2025 and June 30, 2024](index=32&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20June%2030,%202025%20and%20June%2030,%202024) For the three months ended June 30, 2025, net loss decreased by $5.2 million compared to the prior year, primarily driven by a $6.7 million decrease in R&D expenses, partially offset by a $1.3 million decrease in interest income | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Period-to-Period Change | | :-------------------- | :------------ | :------------ | :---------------------- | | Research and development | $18,391 | $25,063 | $(6,672) | | General and administrative | $5,541 | $5,362 | $179 | | Total operating expenses | $23,932 | $30,425 | $(6,493) | | Operating loss | $(23,932) | $(30,425) | $6,493 | | Interest income | $842 | $2,121 | $(1,279) | | Net loss | $(23,087) | $(28,335) | $5,248 | - R&D expenses decreased by **$6.7 million**, mainly due to a **$6.4 million** decrease in manufacturing costs and a **$1.3 million** decrease in preclinical costs, partially offset by a **$0.7 million** increase in clinical trial wind-down costs for PGN-EDO51 and a **$0.7 million** impairment charge for lab equipment[118](index=118&type=chunk) - G&A expenses increased by **$0.2 million**, driven by higher consulting and legal expenses and facility costs, partially offset by lower personnel-related costs[119](index=119&type=chunk) [Comparison of the Six Months Ended June 30, 2025 and June 30, 2024](index=34&type=section&id=Comparison%20of%20the%20Six%20Months%20Ended%20June%2030,%202025%20and%20June%2030,%202024) For the six months ended June 30, 2025, net loss increased by $6.9 million compared to the prior year, primarily due to a $4.0 million increase in R&D expenses and a $1.1 million increase in G&A expenses, coupled with a $1.9 million decrease in interest income | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Period-to-Period Change | | :-------------------- | :------------ | :------------ | :---------------------- | | Research and development | $43,769 | $39,795 | $3,974 | | General and administrative | $11,484 | $10,428 | $1,056 | | Total operating expenses | $55,253 | $50,223 | $5,030 | | Operating loss | $(55,253) | $(50,223) | $(5,030) | | Interest income | $1,964 | $3,856 | $(1,892) | | Net loss | $(53,289) | $(46,355) | $(6,934) | - R&D expenses increased by **$4.0 million**, driven by a **$1.4 million** increase in manufacturing costs, a **$2.5 million** increase in personnel-related costs (including **$0.5 million** in stock-based compensation), and a **$1.8 million** increase in clinical trial costs (including PGN-EDO51 wind-down costs)[123](index=123&type=chunk) - G&A expenses increased by **$1.1 million**, primarily due to a **$0.7 million** increase in personnel-related costs (including **$0.4 million** in stock-based compensation) and a **$0.3 million** increase in consulting and legal expenses[124](index=124&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) PepGen relies on equity funding, with $74.7 million cash as of June 2025, requiring more capital by Q2 2026 - From inception through June 30, 2025, the company funded operations primarily through common and convertible preferred stock sales, totaling **$163.9 million** gross proceeds before IPO, **$122.9 million** gross from IPO, and **$86.3 million** net from 2024 ATM and follow-on offerings[127](index=127&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) - As of June 30, 2025, cash, cash equivalents, and marketable securities were **$74.7 million**, expected to fund operations into Q2 2026[132](index=132&type=chunk)[135](index=135&type=chunk) - Future capital requirements depend on the scope and costs of preclinical/clinical development for PGN-EDODM1, other product candidates, regulatory reviews, manufacturing, IP protection, and commercialization efforts[133](index=133&type=chunk)[168](index=168&type=chunk) - The company has no off-balance sheet arrangements that have a material current or reasonably likely future effect on its financial condition[136](index=136&type=chunk) [Cash Flows](index=38&type=section&id=Cash%20Flows) Operating cash outflow increased to $46.5 million, investing activities provided $32.1 million, and financing was minimal | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(46,531) | $(38,885) | | Net cash provided by (used in) investing activities | $32,106 | $(64,036) | | Net cash provided by financing activities | $98 | $88,294 | | Net decrease in cash, cash equivalents and restricted cash | $(14,349) | $(14,689) | - Operating cash outflow for H1 2025 was **$46.5 million**, driven by a **$53.3 million** net loss, partially offset by **$7.9 million** in non-cash adjustments (stock-based compensation, depreciation, amortization, impairment) and changes in operating assets/liabilities[138](index=138&type=chunk)[139](index=139&type=chunk) - Investing activities provided **$32.1 million** in H1 2025, primarily from **$39.0 million** in marketable securities maturities, offset by **$6.7 million** in purchases[141](index=141&type=chunk) - Financing activities provided **$0.1 million** in H1 2025 from employee equity plans, significantly lower than **$88.3 million** in H1 2024 which included proceeds from public offerings[143](index=143&type=chunk)[144](index=144&type=chunk) [Critical Accounting Policies and Estimates](index=40&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) There have been no material changes to the company's critical accounting policies and estimates since its Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to critical accounting policies and estimates since the Annual Report on Form 10-K for the year ended December 31, 2024[145](index=145&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Market risk is primarily interest income sensitivity, with no material impact from rate changes, but credit risk is concentrated - Primary market risk is interest income sensitivity, but a hypothetical **100 basis point** change in interest rates would not materially impact financial results due to short-term investment maturities[147](index=147&type=chunk) - The company's cash and money market accounts are concentrated in three U.S. financial institutions, with deposits potentially exceeding insured limits[148](index=148&type=chunk) [Item 4. Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were effective as of June 30, 2025, with no material changes in internal control over financial reporting - Disclosure controls and procedures were evaluated as effective at the reasonable assurance level as of June 30, 2025[150](index=150&type=chunk) - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the quarter ended June 30, 2025[153](index=153&type=chunk) [PART II. OTHER INFORMATION](index=43&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part includes legal proceedings, risk factors, equity sales, and other disclosures not covered in financial information [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) PepGen faces a shareholder class action lawsuit regarding PGN-EDO51, denying claims but acknowledging litigation risks - A shareholder class action lawsuit was filed on **June 9, 2025**, against PepGen Inc. and its CEO/CFO, alleging material misrepresentations regarding PGN-EDO51 between March 7, 2024, and March 3, 2025[155](index=155&type=chunk) - The company believes the allegations are without merit and intends to defend vigorously, but recognizes that litigation can negatively impact business, financial condition, results of operations, and prospects[155](index=155&type=chunk) - No estimate of possible loss has been recorded due to the uncertainties related to the likelihood and amount of any potential loss[155](index=155&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) This section details significant investment risks, including financial position, product development, and operational challenges [Risks Related to Our Financial Position and Need for Additional Capital](index=43&type=section&id=Risks%20Related%20to%20Our%20Financial%20Position%20and%20Need%20for%20Additional%20Capital) Significant operating losses and accumulated deficit raise 'going concern' doubt, requiring substantial additional capital - The company has incurred significant operating losses since inception, with net losses of **$53.3 million** and **$46.4 million** for the six months ended June 30, 2025 and 2024, respectively, and an accumulated deficit of **$324.8 million** as of June 30, 2025[157](index=157&type=chunk) - There is substantial doubt about the company's ability to continue as a going concern, as existing cash, cash equivalents, and marketable securities (**$74.7 million** as of June 30, 2025) are expected to fund operations only into Q2 2026[167](index=167&type=chunk) - Future capital requirements are substantial and depend on the progress of PGN-EDODM1, other product candidates, regulatory reviews, manufacturing, IP protection, and commercialization efforts[168](index=168&type=chunk) - Failure to raise additional capital could lead to delays, reductions, or termination of R&D programs or commercialization efforts, potentially forcing the company to cease operations[165](index=165&type=chunk)[170](index=170&type=chunk) [Risks Related to Discovery, Development, Preclinical and Clinical Testing](index=48&type=section&id=Risks%20Related%20to%20Discovery,%20Development,%20Preclinical%20and%20Clinical%20Testing) Early-stage development, PGN-EDODM1 as sole candidate, and uncertain, lengthy clinical trials pose significant risks - The company is early in its development efforts, with PGN-EDO51 development voluntarily discontinued in May 2025 due to insufficient dystrophin levels in the CONNECT1 trial, making PGN-EDODM1 its primary clinical-stage candidate[175](index=175&type=chunk)[202](index=202&type=chunk) - Preclinical and clinical development is a lengthy, expensive, and uncertain process; earlier results (e.g., PGN-EDO51 Phase 1) may not predict later clinical trial success (e.g., PGN-EDO51 Phase 2)[187](index=187&type=chunk)[200](index=200&type=chunk)[203](index=203&type=chunk) - Delays or difficulties in patient enrollment for clinical trials, including for PGN-EDODM1, could significantly impact the ability to complete trials and increase development costs[205](index=205&type=chunk)[206](index=206&type=chunk) - Undesirable side effects or unexpected adverse properties of product candidates could delay or prevent clinical trials, regulatory approval, or limit commercial potential, as observed with mild, transient kidney biomarker changes and hypomagnesemia in PGN-EDO51 trials[212](index=212&type=chunk)[213](index=213&type=chunk) [Risks Related to Our Dependence on Third Parties](index=67&type=section&id=Risks%20Related%20to%20Our%20Dependence%20on%20Third%20Parties) Heavy reliance on third-party manufacturers and CROs creates risks of delays, increased costs, and supply chain instability - The company relies on third parties (CDMOs, CROs) for product manufacturing, research, and preclinical/clinical testing, which reduces control over these activities but does not relieve regulatory compliance responsibility[222](index=222&type=chunk)[225](index=225&type=chunk) - Failure of third parties to perform satisfactorily, comply with regulations (e.g., GCPs, cGMPs), or meet deadlines could delay development, regulatory approval, and commercialization[225](index=225&type=chunk)[227](index=227&type=chunk)[228](index=228&type=chunk) - There are limited CDMOs capable of manufacturing oligonucleotides and peptides, potentially hindering the company's ability to contract with sufficient manufacturers due to competition[229](index=229&type=chunk) - Dependence on a small number of third-party suppliers for raw materials and product candidates creates risks of supply disruptions, price increases, and delays if suppliers cannot perform or are lost[231](index=231&type=chunk)[237](index=237&type=chunk) [Risks Related to Regulatory Approval and Other Regulatory and Legal Compliance Matters](index=79&type=section&id=Risks%20Related%20to%20Regulatory%20Approval%20and%20Other%20Regulatory%20and%20Legal%20Compliance%20Matters) Regulatory approval is uncertain and costly, with risks from compliance, data privacy, and evolving healthcare laws - The company has limited experience in conducting and managing the full suite of clinical trials and obtaining regulatory approvals, with PGN-EDO51 development discontinued due to efficacy concerns[257](index=257&type=chunk)[259](index=259&type=chunk) - The marketing approval process is expensive, time-consuming, and uncertain, with regulatory authorities having substantial discretion to delay, limit, or deny approval based on trial design, safety/efficacy, or manufacturing processes[262](index=262&type=chunk)[266](index=266&type=chunk)[269](index=269&type=chunk) - Even with accelerated approval pathways (Fast Track, Breakthrough Therapy, Orphan Drug), there is no guarantee of faster development, review, or approval, and exclusivity benefits may not prevent competition[273](index=273&type=chunk)[278](index=278&type=chunk)[279](index=279&type=chunk)[283](index=283&type=chunk) - The company is subject to stringent and evolving data protection, privacy, and security laws (e.g., GDPR, CCPA), with non-compliance potentially leading to investigations, fines (up to **4% of global revenues** or **€20 million**), and reputational harm[327](index=327&type=chunk)[328](index=328&type=chunk)[333](index=333&type=chunk) - Relationships with healthcare providers and third-party payors are subject to anti-kickback, fraud and abuse, and other healthcare laws, with potential for criminal sanctions, civil penalties, and reputational damage for non-compliance[307](index=307&type=chunk)[312](index=312&type=chunk) - The Rare Pediatric Disease Priority Review Voucher (PRV) program began to sunset on **December 20, 2024**, and the company may not be eligible for a PRV for PGN-EDODM1[285](index=285&type=chunk) [Risks Related to Commercialization](index=109&type=section&id=Risks%20Related%20to%20Commercialization) Commercialization risks include intense competition, market acceptance challenges, small patient populations, and reimbursement hurdles - The company faces substantial competition from major pharmaceutical and biotechnology companies, with competitors potentially developing superior products or obtaining regulatory approval more rapidly[348](index=348&type=chunk)[349](index=349&type=chunk) - For DM1, pipeline candidates include antibody-linked siRNAs, antibody-conjugated antisense oligonucleotides, peptide-conjugated PMOs, and other approaches from companies like Avidity, Dyne, Entrada, Vertex, Arrowhead, and Sarepta[350](index=350&type=chunk) - Even if approved, product candidates may fail to gain sufficient market acceptance by physicians, patients, and third-party payors, depending on efficacy, safety, cost, and ease of administration[357](index=357&type=chunk) - Focusing on rare diseases means small target patient populations, requiring successful patient identification and significant market share to achieve profitability[358](index=358&type=chunk)[360](index=360&type=chunk) - Failure to obtain or maintain adequate coverage and reimbursement from governmental and commercial payors could limit marketability and revenue generation for approved products[363](index=363&type=chunk) - The company lacks a sales or marketing infrastructure and faces risks and significant costs in establishing its own or relying on third parties for commercialization[369](index=369&type=chunk)[370](index=370&type=chunk) [Risks Related to Our Intellectual Property](index=117&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) IP protection is critical but uncertain, facing risks from patent challenges, third-party licenses, and global enforcement issues - The company's success depends on obtaining, maintaining, and defending patent and other intellectual property protection for its EDO platform and product candidates, which is an expensive, time-consuming, and complex process[373](index=373&type=chunk)[376](index=376&type=chunk) - The patent portfolio is early-stage, with many pending applications, and there is no assurance that patents will issue or provide sufficient breadth of protection to prevent competition[374](index=374&type=chunk)[377](index=377&type=chunk) - Rights are subject to terms of licenses from third parties (e.g., OUI/MRC License); failure to comply with obligations or termination of licenses could lead to loss of critical IP rights[381](index=381&type=chunk)[382](index=382&type=chunk) - Protecting IP rights globally is challenging due to varying laws and enforcement, potentially allowing third parties to use technologies in jurisdictions where protection is weaker[391](index=391&type=chunk)[392](index=392&type=chunk) - The company relies on trade secret protection, but these are difficult to protect and vulnerable to unauthorized disclosure or independent discovery by competitors[408](index=408&type=chunk)[410](index=410&type=chunk) - The company may face legal proceedings alleging infringement of third-party IP rights, which are expensive, time-consuming, and could result in injunctions, monetary damages, or the need to obtain costly licenses[411](index=411&type=chunk)[415](index=415&type=chunk) [Risks Related to Employee Matters, Managing Growth and Other Operational Matters](index=137&type=section&id=Risks%20Related%20to%20Employee%20Matters,%20Managing%20Growth%20and%20Other%20Operational%20Matters) Success depends on talent retention, managing growth, mitigating international risks, and protecting against cybersecurity threats - Future success depends on retaining key executives and attracting/retaining qualified scientific, clinical, manufacturing, accounting, legal, and sales/marketing personnel, with intense competition for limited talent[428](index=428&type=chunk)[429](index=429&type=chunk) - Expected growth in employees and operations will require implementing and improving managerial, operational, and financial systems, and recruiting/training personnel, which may be difficult to manage effectively[430](index=430&type=chunk)[431](index=431&type=chunk) - International activities expose the company to risks such as foreign currency fluctuations, differing regulatory regimes, adverse tax consequences, geopolitical tensions, and trade barriers[432](index=432&type=chunk)[435](index=435&type=chunk) - Internal IT systems and those of vendors are vulnerable to cybersecurity incidents, breaches, or disruptions, which could compromise confidential information, disrupt development programs, and lead to liability or reputational harm[438](index=438&type=chunk)[439](index=439&type=chunk)[442](index=442&type=chunk)[443](index=443&type=chunk) - Operations are vulnerable to natural disasters, pandemics, or other catastrophic events, which could cause significant disruptions to R&D, preclinical studies, clinical trials, and commercialization[445](index=445&type=chunk) - Adverse developments in the financial services industry (e.g., liquidity problems, defaults) could impair access to funding, affect counterparties' ability to pay, and negatively impact financial condition[446](index=446&type=chunk)[449](index=449&type=chunk)[450](index=450&type=chunk) [Risks Related to Ownership of Our Common Stock](index=145&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Common%20Stock) Stock price volatility, dilution from capital raises, significant insider influence, and anti-takeover provisions pose risks - The stock price of common stock is volatile and fluctuates substantially, influenced by factors such as clinical trial results, regulatory decisions, competitive products, and general economic conditions[456](index=456&type=chunk) - Raising additional capital through equity or convertible debt securities will dilute existing stockholders' ownership interest[453](index=453&type=chunk) - Executive officers, directors, and principal shareholders (beneficially owning **~66.8%** as of June 30, 2025) have significant influence over matters submitted to stockholders, potentially delaying or preventing mergers or changes in control[462](index=462&type=chunk) - Anti-takeover provisions in corporate documents and Delaware law could discourage or prevent acquisitions and limit stockholders' ability to replace management[477](index=477&type=chunk)[478](index=478&type=chunk) - As an 'emerging growth company' and 'smaller reporting company,' the company benefits from reduced disclosure requirements, which may make its common stock less attractive to some investors[466](index=466&type=chunk)[468](index=468&type=chunk)[469](index=469&type=chunk) - Operating as a public company incurs substantial legal, accounting, and compliance costs, requiring significant management time and resources[471](index=471&type=chunk) [General Risk Factors](index=156&type=section&id=General%20Risk%20Factors) General risks include tax law changes, NOL limitations, disclosure control failures, litigation, and foreign exchange exposure - Changes in tax laws (e.g., OECD Pillar Two Model Rules, U.S. corporate income tax) or their interpretation could adversely affect the business and financial condition, potentially increasing tax liabilities[486](index=486&type=chunk)[487](index=487&type=chunk)[488](index=488&type=chunk) - The ability to utilize net operating loss (NOL) carryforwards (**$58.2 million** federal, **$76.6 million** state as of Dec 31, 2024) and research and development tax credits may be limited by 'ownership changes' under U.S. and U.K. tax laws[491](index=491&type=chunk)[492](index=492&type=chunk)[494](index=494&type=chunk)[495](index=495&type=chunk) - Disclosure controls and procedures, while designed for reasonable assurance, may not prevent or detect all errors or acts of fraud due to inherent limitations[497](index=497&type=chunk)[498](index=498&type=chunk) - The company is exposed to securities class action litigation, as evidenced by a recent lawsuit filed on **June 9, 2025**, which can be expensive and divert management attention[499](index=499&type=chunk) - Foreign exchange risk impacts results of operations and cash flows due to expenses and potential future revenues in various currencies[501](index=501&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=160&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the use of proceeds from the company's May 2022 Initial Public Offering (IPO), which generated $110.2 million in net proceeds. There were no unregistered sales of equity securities or issuer purchases of equity securities during the reporting period - The company closed its IPO on **May 10, 2022**, selling **9,000,000 shares** at **$12.00 per share**, plus an additional **1,238,951 shares** from the underwriters' option exercise, resulting in **$122.9 million** gross proceeds and **$110.2 million** net proceeds[502](index=502&type=chunk) - All shares in the IPO were registered under the Securities Act pursuant to a Form S-1 registration statement[503](index=503&type=chunk) - There were no unregistered sales of equity securities or issuer purchases of equity securities during the period[504](index=504&type=chunk)[505](index=505&type=chunk) [Item 3. Defaults Upon Senior Securities](index=162&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the company for the reporting period - This item is not applicable[506](index=506&type=chunk) [Item 4. Mine Safety Disclosures](index=162&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company for the reporting period - This item is not applicable[507](index=507&type=chunk) [Item 5. Other Information](index=162&type=section&id=Item%205.%20Other%20Information) During the second quarter ended June 30, 2025, none of the company's directors or officers adopted or terminated any Rule 10b5-1 trading arrangements - No directors or officers adopted or terminated any Rule 10b5-1(c) trading arrangements or 'non-Rule 10b5-1 trading arrangements' during the second quarter ended June 30, 2025[508](index=508&type=chunk) [Item 6. Exhibits](index=163&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, compensation policies, certifications, and XBRL-related documents - Exhibits include the Third Amended and Restated Certificate of Incorporation, Second Amended and Restated By-laws, Non-Employee Director Compensation Policy, and certifications from the Principal Executive Officer and Principal Financial Officer[510](index=510&type=chunk) [Signatures](index=164&type=section&id=Signatures) This section confirms the official signing of the Form 10-Q report by the company's authorized officers [Report Signatures](index=164&type=section&id=Report%20Signatures) The Form 10-Q report is duly signed on behalf of PepGen Inc. by its Chief Executive Officer, James McArthur, and Chief Financial Officer, Noel Donnelly, on August 7, 2025 - The report is signed by James McArthur, Chief Executive Officer, and Noel Donnelly, Chief Financial Officer, on **August 7, 2025**[514](index=514&type=chunk)

Viatris Reports Second Quarter 2025 Results and Reiterates 2025 Financial Guidance PITTSBURGH – August 7, 2025 – Viatris Inc. (Nasdaq: VTRS) today reported strong second quarter 2025 financial results and reiterated its 2025 financial guidance ranges across all metrics. Executive Commentary "We delivered a strong second quarter and continued to make meaningful progress against our key 2025 strategic priorities," said Scott A. Smith, CEO, Viatris. "We believe our results reflect the strength and resilience o ...

FOR IMMEDIATE RELEASE CONTACT: James Francis, VP - IR Jessica Batt, VP - IR Date: August 7, 2025 IR@maximus.com Maximus Reports Fiscal Year 2025 Third Quarter Results Third Consecutive Raise to FY25 Guidance Caswell added, "Over the 50 years that Maximus has served as a trusted and impartial delivery partner for government, we've consistently demonstrated adaptability as legislation and regulatory changes lead to new program imperatives and advanced technologies like AI reshape citizen services." Third Quar ...

Q2 2025 Earnings Overview [Financial Highlights](index=1&type=section&id=Financial%20Highlights) Q2 2025 revenue grew 4.2% to **$1.1 billion** (organic decline 3.3%), with operating earnings up significantly and adjusted EBITDA margin contracting - The company's strategy in Q2 focused on driving growth in resilient markets like K-12 staffing (Education), telecom/engineering (SET), and payroll outsourcing (ETM), while managing resources in areas with slower hiring[3](index=3&type=chunk) Q2 2025 Key Financial Metrics (vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | **Revenue** | $1.1 billion | $1.06 billion | +4.2% | | Organic Revenue | - | - | -3.3% | | **Operating Earnings** | $22.2 million | $12.2 million | +82.0% | | Adjusted Operating Earnings | $24.6 million | $28.1 million | -12.4% | | **Adjusted EBITDA** | $37.0 million | $40.5 million | -8.7% | | Adjusted EBITDA Margin | 3.4% | 3.8% | -40 bps | | **Diluted EPS** | $0.52 | $0.12 | +333.3% | | Adjusted Diluted EPS | $0.54 | $0.71 | -23.9% | H1 2025 Key Financial Metrics (vs. H1 2024) | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | **Revenue** | $2.3 billion | $2.1 billion | +7.8% | | Organic Revenue | - | - | -1.6% | | **Operating Earnings** | $33.0 million | $39.0 million | -15.4% | | Adjusted Operating Earnings | $46.7 million | $51.2 million | -8.8% | | **Adjusted EBITDA** | $71.9 million | $73.8 million | -2.6% | | Adjusted EBITDA Margin | 3.2% | 3.5% | -30 bps | | **Diluted EPS** | $0.67 | $0.83 | -19.3% | | Adjusted Diluted EPS | $0.93 | $1.26 | -26.2% | - The company expects a year-over-year revenue decline of **5% to 7%** in Q3, driven by reduced demand from U.S. federal contractors and certain large customers, but anticipates an adjusted EBITDA margin expansion of **80 to 90 bps** in Q3[7](index=7&type=chunk) [Corporate Developments](index=2&type=section&id=Corporate%20Developments) The company declared a quarterly cash dividend of **$0.075 per share** and appointed Nick Zuhlke as the new VP, Controller, and Chief Accounting Officer - The Board of Directors declared a quarterly dividend of **$0.075 per share**, payable on September 3, 2025, to stockholders of record as of August 20, 2025[9](index=9&type=chunk) - Effective August 11, 2025, Nick Zuhlke is appointed as the new Vice President, Controller, and Chief Accounting Officer, succeeding the retiring Laura Lockhart[11](index=11&type=chunk) Consolidated Financial Statements [Consolidated Statements of Earnings](index=4&type=section&id=Consolidated%20Statements%20of%20Earnings) Q2 2025 revenue increased 4.2% to **$1.1 billion**, with net earnings surging to **$19.0 million**, while H1 net earnings decreased 18.3% to **$24.8 million** Q2 Statement of Earnings Highlights (in millions) | Account | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Revenue from services | $1,101.8 | $1,057.5 | 4.2% | | Gross profit | $225.5 | $213.7 | 5.5% | | Earnings from operations | $22.2 | $12.2 | 81.0% | | Net earnings | $19.0 | $4.6 | 314.7% | | Diluted EPS | $0.52 | $0.12 | 333.3% | H1 Statement of Earnings Highlights (in millions) | Account | H1 2025 | H1 2024 | % Change | | :--- | :--- | :--- | :--- | | Revenue from services | $2,266.7 | $2,102.6 | 7.8% | | Gross profit | $462.0 | $419.4 | 10.2% | | Earnings from operations | $33.0 | $39.0 | -15.5% | | Net earnings | $24.8 | $30.4 | -18.3% | | Diluted EPS | $0.67 | $0.83 | -19.3% | [Consolidated Balance Sheets](index=8&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to **$2.51 billion**, while long-term debt was significantly reduced to **$74.3 million**, improving the debt-to-capital ratio to **5.5%** Balance Sheet Summary (in millions) | Account | June 29, 2025 | Dec 29, 2024 | June 30, 2024 | | :--- | :--- | :--- | :--- | | Cash and equivalents | $18.0 | $39.0 | $38.2 | | Total current assets | $1,253.1 | $1,365.5 | $1,310.8 | | **Total Assets** | **$2,511.9** | **$2,632.3** | **$2,628.2** | | Total current liabilities | $826.7 | $826.5 | $812.3 | | Long-term debt | $74.3 | $239.4 | $210.4 | | **Total Liabilities** | **$1,245.8** | **$1,397.7** | **$1,348.3** | | **Total stockholders' equity** | **$1,266.1** | **$1,234.6** | **$1,279.9** | | Working Capital | $426.4 | $539.0 | $498.5 | | Debt-to-capital % | 5.5% | 16.2% | 14.1% | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) H1 2025 net cash from operating activities significantly improved to **$119.3 million**, while financing activities used **$172.7 million** primarily for debt repayment H1 2025 Cash Flow Summary (in millions) | Cash Flow Category | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Net cash from operating activities | $119.3 | $32.2 | | Net cash from (used in) investing activities | $24.7 | $(353.1) | | Net cash used in (from) financing activities | $(172.7) | $201.6 | | **Net change in cash** | **$(21.1)** | **$(122.0)** | | Cash at end of period | $24.5 | $45.6 | - Year-to-date free cash flow was **$114.8 million**, a substantial increase from **$25.5 million** in the same period of 2024, driven by stronger operating cash flow[28](index=28&type=chunk)[42](index=42&type=chunk) Segment and Revenue Analysis [Segment Performance](index=6&type=section&id=Segment%20Performance) Q2 2025 saw strong revenue growth in SET (**19.4%**) and Education (**5.6%**), driven by acquisitions, while ETM revenue declined by **3.9%** [Enterprise Talent Management (ETM)](index=6&type=section&id=Enterprise%20Talent%20Management%20(ETM)) ETM revenue decreased by **3.9%** in Q2 and **1.0%** in H1 2025, with adjusted business unit profit falling **22.6%** in Q2 due to margin pressure ETM Segment Performance (in millions) | Metric | Q2 2025 | Q2 2024 | % Change | H1 2025 | H1 2024 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | $520.2 | $541.2 | -3.9% | $1,054.2 | $1,065.3 | -1.0% | | Adjusted Business Unit Profit | $12.2 | $15.8 | -22.6% | $21.7 | $24.6 | -11.4% | [Science, Engineering & Technology (SET)](index=6&type=section&id=Science%2C%20Engineering%20%26%20Technology%20(SET)) SET revenue grew significantly by **19.4%** in Q2 and **28.6%** in H1 2025, primarily due to the MRP acquisition, with adjusted profit also increasing SET Segment Performance (in millions) | Metric | Q2 2025 | Q2 2024 | % Change | H1 2025 | H1 2024 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | $317.3 | $265.7 | 19.4% | $639.7 | $497.3 | 28.6% | | Adjusted Business Unit Profit | $20.2 | $19.2 | 4.9% | $34.7 | $33.4 | 3.6% | [Education](index=6&type=section&id=Education) The Education segment continued steady growth, with revenue up **5.6%** in Q2 and **6.1%** in H1 2025, and adjusted business unit profit also increasing Education Segment Performance (in millions) | Metric | Q2 2025 | Q2 2024 | % Change | H1 2025 | H1 2024 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | $265.3 | $251.1 | 5.6% | $574.3 | $541.0 | 6.1% | | Adjusted Business Unit Profit | $13.7 | $12.7 | 7.9% | $33.0 | $30.8 | 7.1% | [Revenue from Services by Service Type](index=11&type=section&id=Revenue%20from%20Services%20by%20Service%20Type) Q2 2025 Staffing Services remained the largest revenue source at **$733.0 million**, while Permanent Placement revenue showed strong growth of **38.3%** Q2 Revenue by Service Type (in millions) | Service Type | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Staffing Services | $733.0 | $705.4 | +3.9% | | Outcome-based Services | $228.1 | $224.0 | +1.8% | | Talent Solutions | $126.9 | $117.9 | +7.6% | | Permanent Placement | $14.8 | $10.7 | +38.3% | H1 Revenue by Service Type (in millions) | Service Type | H1 2025 | H1 2024 | % Change | | :--- | :--- | :--- | :--- | | Staffing Services | $1,526.5 | $1,420.1 | +7.5% | | Outcome-based Services | $470.7 | $442.2 | +6.4% | | Talent Solutions | $244.7 | $222.6 | +9.9% | | Permanent Placement | $26.3 | $18.7 | +40.6% | Reconciliation of Non-GAAP Measures [Reconciliation of Earnings and EPS](index=13&type=section&id=Reconciliation%20of%20Earnings%20and%20EPS) GAAP net earnings for Q2 2025 of **$19.0 million** were adjusted to **$19.8 million**, with adjusted diluted EPS at **$0.54**, reflecting exclusions for non-core items Q2 Reconciliation of Earnings from Operations (in millions) | Description | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | **As reported (GAAP)** | **$22.2** | **$12.2** | | Integration and realignment costs | $6.1 | - | | Transaction costs | $0.1 | $1.6 | | (Gain) loss on sale of EMEA staffing | $(4.0) | $10.0 | | Other adjustments | $0.2 | $15.3 | | **Adjusted earnings from operations** | **$24.6** | **$28.1** | Q2 Reconciliation of Diluted EPS | Description | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | **As reported (GAAP)** | **$0.52** | **$0.12** | | Adjustments (net of tax) | $0.02 | $0.59 | | **Adjusted net earnings per share** | **$0.54** | **$0.71** | [Reconciliation of Adjusted EBITDA](index=15&type=section&id=Reconciliation%20of%20Adjusted%20EBITDA) Q2 2025 Adjusted EBITDA decreased to **$37.0 million** (margin **3.4%**), and H1 Adjusted EBITDA was **$71.9 million**, with reconciliation starting from GAAP net earnings Reconciliation to Adjusted EBITDA (in millions) | Description | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Net earnings (GAAP) | $19.0 | $4.6 | $24.8 | $30.4 | | Adjustments (Taxes, D&A, etc.) | $15.7 | $12.2 | $33.4 | $24.6 | | EBITDA | $34.7 | $16.8 | $58.2 | $55.0 | | Other specific adjustments | $2.3 | $23.7 | $13.7 | $18.8 | | **Adjusted EBITDA** | **$37.0** | **$40.5** | **$71.9** | **$73.8** | | **Adjusted EBITDA Margin** | **3.4%** | **3.8%** | **3.2%** | **3.5%** | [Explanation of Non-GAAP Adjustments](index=17&type=section&id=Explanation%20of%20Non-GAAP%20Adjustments) Non-GAAP adjustments enhance comparability by excluding non-core items, including 2025 integration and executive transition costs, and 2024 restructuring and asset impairment charges - **Integration and Realignment Costs (2025):** Totaled **$16.8 million** year-to-date, related to integrating MRP and other acquisitions, including IT charges, severance, and other fees[47](index=47&type=chunk) - **Transaction Costs (2024/2025):** Costs related to the sale of EMEA staffing operations and, in 2024, **$7.9 million** related to the MRP acquisition[47](index=47&type=chunk) - **Executive Transition Costs (2025):** Non-recurring expenses associated with the CEO transition[48](index=48&type=chunk) - **Restructuring Charges (2024):** Costs from a transformation initiative started in 2023 to streamline the operating model, including severance and execution costs[51](index=51&type=chunk) - **Asset Impairment Charge (2024):** A charge for right-of-use assets related to the leased headquarters facility due to changes in building utilization[52](index=52&type=chunk)

Q2 2025 Earnings Overview [Financial Highlights](index=1&type=section&id=Financial%20Highlights) Q2 2025 revenue grew 4.2% to **$1.1 billion** (organic decline 3.3%), with operating earnings up significantly and adjusted EBITDA margin contracting - The company's strategy in Q2 focused on driving growth in resilient markets like K-12 staffing (Education), telecom/engineering (SET), and payroll outsourcing (ETM), while managing resources in areas with slower hiring[3](index=3&type=chunk) Q2 2025 Key Financial Metrics (vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | **Revenue** | $1.1 billion | $1.06 billion | +4.2% | | Organic Revenue | - | - | -3.3% | | **Operating Earnings** | $22.2 million | $12.2 million | +82.0% | | Adjusted Operating Earnings | $24.6 million | $28.1 million | -12.4% | | **Adjusted EBITDA** | $37.0 million | $40.5 million | -8.7% | | Adjusted EBITDA Margin | 3.4% | 3.8% | -40 bps | | **Diluted EPS** | $0.52 | $0.12 | +333.3% | | Adjusted Diluted EPS | $0.54 | $0.71 | -23.9% | H1 2025 Key Financial Metrics (vs. H1 2024) | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | **Revenue** | $2.3 billion | $2.1 billion | +7.8% | | Organic Revenue | - | - | -1.6% | | **Operating Earnings** | $33.0 million | $39.0 million | -15.4% | | Adjusted Operating Earnings | $46.7 million | $51.2 million | -8.8% | | **Adjusted EBITDA** | $71.9 million | $73.8 million | -2.6% | | Adjusted EBITDA Margin | 3.2% | 3.5% | -30 bps | | **Diluted EPS** | $0.67 | $0.83 | -19.3% | | Adjusted Diluted EPS | $0.93 | $1.26 | -26.2% | - The company expects a year-over-year revenue decline of **5% to 7%** in Q3, driven by reduced demand from U.S. federal contractors and certain large customers, but anticipates an adjusted EBITDA margin expansion of **80 to 90 bps** in Q3[7](index=7&type=chunk) [Corporate Developments](index=2&type=section&id=Corporate%20Developments) The company declared a quarterly cash dividend of **$0.075 per share** and appointed Nick Zuhlke as the new VP, Controller, and Chief Accounting Officer - The Board of Directors declared a quarterly dividend of **$0.075 per share**, payable on September 3, 2025, to stockholders of record as of August 20, 2025[9](index=9&type=chunk) - Effective August 11, 2025, Nick Zuhlke is appointed as the new Vice President, Controller, and Chief Accounting Officer, succeeding the retiring Laura Lockhart[11](index=11&type=chunk) Consolidated Financial Statements [Consolidated Statements of Earnings](index=4&type=section&id=Consolidated%20Statements%20of%20Earnings) Q2 2025 revenue increased 4.2% to **$1.1 billion**, with net earnings surging to **$19.0 million**, while H1 net earnings decreased 18.3% to **$24.8 million** Q2 Statement of Earnings Highlights (in millions) | Account | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Revenue from services | $1,101.8 | $1,057.5 | 4.2% | | Gross profit | $225.5 | $213.7 | 5.5% | | Earnings from operations | $22.2 | $12.2 | 81.0% | | Net earnings | $19.0 | $4.6 | 314.7% | | Diluted EPS | $0.52 | $0.12 | 333.3% | H1 Statement of Earnings Highlights (in millions) | Account | H1 2025 | H1 2024 | % Change | | :--- | :--- | :--- | :--- | | Revenue from services | $2,266.7 | $2,102.6 | 7.8% | | Gross profit | $462.0 | $419.4 | 10.2% | | Earnings from operations | $33.0 | $39.0 | -15.5% | | Net earnings | $24.8 | $30.4 | -18.3% | | Diluted EPS | $0.67 | $0.83 | -19.3% | [Consolidated Balance Sheets](index=8&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to **$2.51 billion**, while long-term debt was significantly reduced to **$74.3 million**, improving the debt-to-capital ratio to **5.5%** Balance Sheet Summary (in millions) | Account | June 29, 2025 | Dec 29, 2024 | June 30, 2024 | | :--- | :--- | :--- | :--- | | Cash and equivalents | $18.0 | $39.0 | $38.2 | | Total current assets | $1,253.1 | $1,365.5 | $1,310.8 | | **Total Assets** | **$2,511.9** | **$2,632.3** | **$2,628.2** | | Total current liabilities | $826.7 | $826.5 | $812.3 | | Long-term debt | $74.3 | $239.4 | $210.4 | | **Total Liabilities** | **$1,245.8** | **$1,397.7** | **$1,348.3** | | **Total stockholders' equity** | **$1,266.1** | **$1,234.6** | **$1,279.9** | | Working Capital | $426.4 | $539.0 | $498.5 | | Debt-to-capital % | 5.5% | 16.2% | 14.1% | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) H1 2025 net cash from operating activities significantly improved to **$119.3 million**, while financing activities used **$172.7 million** primarily for debt repayment H1 2025 Cash Flow Summary (in millions) | Cash Flow Category | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Net cash from operating activities | $119.3 | $32.2 | | Net cash from (used in) investing activities | $24.7 | $(353.1) | | Net cash used in (from) financing activities | $(172.7) | $201.6 | | **Net change in cash** | **$(21.1)** | **$(122.0)** | | Cash at end of period | $24.5 | $45.6 | - Year-to-date free cash flow was **$114.8 million**, a substantial increase from **$25.5 million** in the same period of 2024, driven by stronger operating cash flow[28](index=28&type=chunk)[42](index=42&type=chunk) Segment and Revenue Analysis [Segment Performance](index=6&type=section&id=Segment%20Performance) Q2 2025 saw strong revenue growth in SET (**19.4%**) and Education (**5.6%**), driven by acquisitions, while ETM revenue declined by **3.9%** [Enterprise Talent Management (ETM)](index=6&type=section&id=Enterprise%20Talent%20Management%20(ETM)) ETM revenue decreased by **3.9%** in Q2 and **1.0%** in H1 2025, with adjusted business unit profit falling **22.6%** in Q2 due to margin pressure ETM Segment Performance (in millions) | Metric | Q2 2025 | Q2 2024 | % Change | H1 2025 | H1 2024 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | $520.2 | $541.2 | -3.9% | $1,054.2 | $1,065.3 | -1.0% | | Adjusted Business Unit Profit | $12.2 | $15.8 | -22.6% | $21.7 | $24.6 | -11.4% | [Science, Engineering & Technology (SET)](index=6&type=section&id=Science%2C%20Engineering%20%26%20Technology%20(SET)) SET revenue grew significantly by **19.4%** in Q2 and **28.6%** in H1 2025, primarily due to the MRP acquisition, with adjusted profit also increasing SET Segment Performance (in millions) | Metric | Q2 2025 | Q2 2024 | % Change | H1 2025 | H1 2024 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | $317.3 | $265.7 | 19.4% | $639.7 | $497.3 | 28.6% | | Adjusted Business Unit Profit | $20.2 | $19.2 | 4.9% | $34.7 | $33.4 | 3.6% | [Education](index=6&type=section&id=Education) The Education segment continued steady growth, with revenue up **5.6%** in Q2 and **6.1%** in H1 2025, and adjusted business unit profit also increasing Education Segment Performance (in millions) | Metric | Q2 2025 | Q2 2024 | % Change | H1 2025 | H1 2024 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | $265.3 | $251.1 | 5.6% | $574.3 | $541.0 | 6.1% | | Adjusted Business Unit Profit | $13.7 | $12.7 | 7.9% | $33.0 | $30.8 | 7.1% | [Revenue from Services by Service Type](index=11&type=section&id=Revenue%20from%20Services%20by%20Service%20Type) Q2 2025 Staffing Services remained the largest revenue source at **$733.0 million**, while Permanent Placement revenue showed strong growth of **38.3%** Q2 Revenue by Service Type (in millions) | Service Type | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Staffing Services | $733.0 | $705.4 | +3.9% | | Outcome-based Services | $228.1 | $224.0 | +1.8% | | Talent Solutions | $126.9 | $117.9 | +7.6% | | Permanent Placement | $14.8 | $10.7 | +38.3% | H1 Revenue by Service Type (in millions) | Service Type | H1 2025 | H1 2024 | % Change | | :--- | :--- | :--- | :--- | | Staffing Services | $1,526.5 | $1,420.1 | +7.5% | | Outcome-based Services | $470.7 | $442.2 | +6.4% | | Talent Solutions | $244.7 | $222.6 | +9.9% | | Permanent Placement | $26.3 | $18.7 | +40.6% | Reconciliation of Non-GAAP Measures [Reconciliation of Earnings and EPS](index=13&type=section&id=Reconciliation%20of%20Earnings%20and%20EPS) GAAP net earnings for Q2 2025 of **$19.0 million** were adjusted to **$19.8 million**, with adjusted diluted EPS at **$0.54**, reflecting exclusions for non-core items Q2 Reconciliation of Earnings from Operations (in millions) | Description | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | **As reported (GAAP)** | **$22.2** | **$12.2** | | Integration and realignment costs | $6.1 | - | | Transaction costs | $0.1 | $1.6 | | (Gain) loss on sale of EMEA staffing | $(4.0) | $10.0 | | Other adjustments | $0.2 | $15.3 | | **Adjusted earnings from operations** | **$24.6** | **$28.1** | Q2 Reconciliation of Diluted EPS | Description | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | **As reported (GAAP)** | **$0.52** | **$0.12** | | Adjustments (net of tax) | $0.02 | $0.59 | | **Adjusted net earnings per share** | **$0.54** | **$0.71** | [Reconciliation of Adjusted EBITDA](index=15&type=section&id=Reconciliation%20of%20Adjusted%20EBITDA) Q2 2025 Adjusted EBITDA decreased to **$37.0 million** (margin **3.4%**), and H1 Adjusted EBITDA was **$71.9 million**, with reconciliation starting from GAAP net earnings Reconciliation to Adjusted EBITDA (in millions) | Description | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Net earnings (GAAP) | $19.0 | $4.6 | $24.8 | $30.4 | | Adjustments (Taxes, D&A, etc.) | $15.7 | $12.2 | $33.4 | $24.6 | | EBITDA | $34.7 | $16.8 | $58.2 | $55.0 | | Other specific adjustments | $2.3 | $23.7 | $13.7 | $18.8 | | **Adjusted EBITDA** | **$37.0** | **$40.5** | **$71.9** | **$73.8** | | **Adjusted EBITDA Margin** | **3.4%** | **3.8%** | **3.2%** | **3.5%** | [Explanation of Non-GAAP Adjustments](index=17&type=section&id=Explanation%20of%20Non-GAAP%20Adjustments) Non-GAAP adjustments enhance comparability by excluding non-core items, including 2025 integration and executive transition costs, and 2024 restructuring and asset impairment charges - **Integration and Realignment Costs (2025):** Totaled **$16.8 million** year-to-date, related to integrating MRP and other acquisitions, including IT charges, severance, and other fees[47](index=47&type=chunk) - **Transaction Costs (2024/2025):** Costs related to the sale of EMEA staffing operations and, in 2024, **$7.9 million** related to the MRP acquisition[47](index=47&type=chunk) - **Executive Transition Costs (2025):** Non-recurring expenses associated with the CEO transition[48](index=48&type=chunk) - **Restructuring Charges (2024):** Costs from a transformation initiative started in 2023 to streamline the operating model, including severance and execution costs[51](index=51&type=chunk) - **Asset Impairment Charge (2024):** A charge for right-of-use assets related to the leased headquarters facility due to changes in building utilization[52](index=52&type=chunk)

Table of Contents | UNITED STATES | | | | | | --- | --- | --- | --- | --- | | SECURITIES AND EXCHANGE COMMISSION | | | | | | Washington, D.C. 20549 _______________________________________________________________________________ | | | | | | 10-Q | | FORM | | | | | (Mark One) | | | | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ☒ | | | | | For the quarterly period ended | | | | | | June 30, 2025 | | | | | | OR | | | | | | TRANSITION REPORT PURSUANT TO SECTION 13 ...

[Amendment No. 4 to Credit Agreement](index=1&type=section&id=Amendment%20No.%204%20to%20Credit%20Agreement) [Introduction and Effectiveness](index=1&type=section&id=Introduction%20and%20Effectiveness) This fourth amendment to the July 24, 2023 Credit Agreement is enacted at the Borrower's request and is effective upon meeting specific conditions - This is the **fourth amendment** to the Credit Agreement dated July 24, 2023, entered into by iRobot Corporation as the Borrower and TCG Senior Funding L.L.C. as the Agent[2](index=2&type=chunk)[4](index=4&type=chunk) - The effectiveness of this amendment is contingent upon due execution by all parties, the **absence of any Default or Event of Default**, and the payment of all outstanding fees and expenses[9](index=9&type=chunk) [Representations, Warranties, and General Provisions](index=2&type=section&id=Representations%2C%20Warranties%2C%20and%20General%20Provisions) Loan Parties confirm their authority, reaffirm obligations, release claims against Lenders, and establish New York law as the governing jurisdiction - Each Loan Party represents and warrants that the execution and performance of this amendment are **within its corporate powers** and have been duly authorized[10](index=10&type=chunk) - Except for the specific changes outlined, the original Credit Agreement and other Loan Documents **remain unmodified and in full force and effect**[12](index=12&type=chunk) - The Loan Parties provide a **general release**, discharging the Agent and Lenders from any claims existing before the amendment's effective date, except those arising from gross negligence or willful misconduct[16](index=16&type=chunk) - The amendment and any related disputes shall be **governed by and construed in accordance with the laws of the State of New York**[19](index=19&type=chunk) [Signatories](index=6&type=section&id=Signatories) The amendment is executed by authorized representatives of the Borrower, Guarantors, the Administrative Agent, and all Lenders - The amendment is signed by **Gary Cohen, Chief Executive Officer of iRobot Corporation**[25](index=25&type=chunk) - Guarantors include iRobot US Holdings, LLC, iRobot UK Ltd, iRobot France, iRobot Iberia SLU, and iRobot Japan G.K[26](index=26&type=chunk)[27](index=27&type=chunk) - TCG Senior Funding L.L.C. signs as the Administrative Agent, and various Carlyle-affiliated funds and other entities sign as Lenders[28](index=28&type=chunk)[29](index=29&type=chunk)[31](index=31&type=chunk) [Amended Credit Agreement](index=14&type=section&id=Amended%20Credit%20Agreement) [ARTICLE I: DEFINITIONS AND ACCOUNTING TERMS](index=20&type=section&id=ARTICLE%20I%20DEFINITIONS%20AND%20ACCOUNTING%20TERMS) This article defines key terms, financial metrics, and roles, and establishes U.S. GAAP as the accounting standard for the agreement - The agreement provides a comprehensive set of definitions for terms used throughout the document, including financial, legal, and operational terminology[58](index=58&type=chunk) - A **"Change of Control"** is defined to occur if any person or group acquires beneficial ownership of **more than 35%** of the Borrower's voting stock[151](index=151&type=chunk) - The **"Maturity Date"** for the loan is the third anniversary of the Closing Date, which was July 24, 2023[290](index=290&type=chunk) - All accounting terms are to be construed in conformity with **U.S. Generally Accepted Accounting Principles (GAAP)**, and financial calculations must be prepared accordingly[464](index=464&type=chunk) [ARTICLE II: THE COMMITMENTS AND CREDIT EXTENSIONS](index=93&type=section&id=ARTICLE%20II%20THE%20COMMITMENTS%20AND%20CREDIT%20EXTENSIONS) This article details the $200 million senior secured term loan, including borrowing procedures, interest, repayments, and fee structures Credit Facility Details | Term | Detail | | :--- | :--- | | **Facility Type** | Senior Secured Term Loan | | **Total Commitment** | $200,000,000 | | **Funding Date** | July 25, 2023 | | **Repayment** | Full principal due on the Maturity Date (3rd anniversary of Closing Date) | Interest and Fees | Item | Rate/Amount | | :--- | :--- | | **Applicable Rate (SOFR Loans)** | 9.00% per annum | | **Applicable Rate (Base Rate Loans)** | 8.00% per annum | | **PIK Interest Rate** | 2.50% per annum (paid in-kind, added to principal) | | **Cash Interest Rate** | Applicable Rate minus PIK Interest Rate | | **MOIC Premium** | Varies from 1.30x to 1.75x of principal, depending on timing and Amazon acquisition status | - Mandatory prepayments are required from **100% of net cash proceeds** from asset sales exceeding **$1.5 million** and from the issuance of other indebtedness[496](index=496&type=chunk)[497](index=497&type=chunk) - Specific rules govern the application of the "Amazon Break Fee" if received, starting with a **mandatory $35 million prepayment** of the loans[498](index=498&type=chunk) [ARTICLE III: TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY](index=117&type=section&id=ARTICLE%20III%20TAXES%2C%20INCREASED%20COSTS%20PROTECTION%20AND%20ILLEGALITY) This article protects Lenders from financial burdens by addressing tax withholdings, increased costs, and benchmark rate unavailability - The Borrower must make all payments without deduction for Taxes or **pay additional amounts** to ensure the Lender receives the full sum[573](index=573&type=chunk) - If changes in law increase a Lender's cost to maintain its loan, the Borrower must **compensate for such increased costs**[595](index=595&type=chunk)[596](index=596&type=chunk) - The agreement includes provisions to replace the benchmark interest rate (Term SOFR) with a **"Benchmark Replacement"** if a "Benchmark Transition Event" occurs[587](index=587&type=chunk) - The Borrower has the right to **replace any Lender** that requests compensation, becomes a Defaulting Lender, or is a "Non-Consenting Lender"[608](index=608&type=chunk) [ARTICLE IV: CONDITIONS PRECEDENT TO CREDIT EXTENSIONS](index=127&type=section&id=ARTICLE%20IV%20CONDITIONS%20PRECEDENT%20TO%20CREDIT%20EXTENSIONS) This article specifies conditions for the agreement's effectiveness, including executed documents, perfected security interests, and key third-party consents - Conditions for effectiveness included the delivery of executed Loan Documents, legal opinions, a solvency certificate, and **perfection of security interests** via UCC-1 filings[614](index=614&type=chunk)[615](index=615&type=chunk)[618](index=618&type=chunk) - A critical condition was the **termination of the Existing Credit Agreement** and the release of all associated liens[623](index=623&type=chunk) - The Borrower was required to obtain and deliver a **consent from Amazon**, in relation to the Amazon Acquisition Agreement, permitting the new financing[625](index=625&type=chunk) [ARTICLE V: REPRESENTATIONS AND WARRANTIES](index=131&type=section&id=ARTICLE%20V%20REPRESENTATIONS%20AND%20WARRANTIES) This article contains statements of fact from the Loan Parties regarding their legal status, financial accuracy, and compliance with laws - The Loan Parties represent they are duly organized and have the power to execute the Loan Documents without contravening laws or organizational documents[631](index=631&type=chunk)[632](index=632&type=chunk) - The Borrower represents that its financial statements **fairly present its financial condition** and that no Material Adverse Effect has occurred[636](index=636&type=chunk)[639](index=639&type=chunk) - The company represents compliance with key regulations, including **Sanctions Laws, OFAC, and Anti-Corruption Laws**[653](index=653&type=chunk)[661](index=661&type=chunk)[665](index=665&type=chunk) - On the Closing Date, the Borrower and its subsidiaries, on a consolidated basis, are represented to be **Solvent**[659](index=659&type=chunk) [ARTICLE VI: AFFIRMATIVE COVENANTS](index=139&type=section&id=ARTICLE%20VI%20AFFIRMATIVE%20COVENANTS) This article outlines the Borrower's ongoing obligations, including financial reporting, notice of defaults, and maintenance of corporate status and assets - The Borrower must deliver **audited annual, unaudited quarterly, and monthly financial reports** and a Compliance Certificate[673](index=673&type=chunk)[675](index=675&type=chunk)[681](index=681&type=chunk) - The Borrower is required to **promptly notify the Administrative Agent** upon the occurrence of any Default or Event of Default[689](index=689&type=chunk) - The company must maintain its legal existence, properties, and **adequate insurance coverage**[693](index=693&type=chunk)[695](index=695&type=chunk)[696](index=696&type=chunk) - New subsidiaries in an Applicable Jurisdiction must **become a Guarantor** and provide collateral within a specified timeframe[704](index=704&type=chunk) [ARTICLE VII: NEGATIVE COVENANTS](index=153&type=section&id=ARTICLE%20VII%20NEGATIVE%20COVENANTS) This article restricts the Borrower's ability to incur debt, grant liens, sell assets, or make restricted payments to protect Lender interests - The Borrower is prohibited from incurring additional Indebtedness or creating Liens on its assets, except as specifically permitted[717](index=717&type=chunk)[728](index=728&type=chunk) - The company cannot make any Asset Sale unless it receives at least **75% cash consideration** at fair market value and the aggregate value does not exceed **$1,000,000**[735](index=735&type=chunk) - **Restricted Payments**, including dividends and stock repurchases, are generally prohibited subject to specific exceptions[738](index=738&type=chunk) - The Borrower must maintain **Consolidated Core Assets of at least $250,000,000**, tested monthly, with this threshold subject to reduction based on certain prepayments[753](index=753&type=chunk) [ARTICLE VIII: EVENTS OF DEFAULT AND REMEDIES](index=172&type=section&id=ARTICLE%20VIII%20EVENTS%20OF%20DEFAULT%20AND%20REMEDIES) This article defines Events of Default and specifies the Lenders' right to accelerate the loan and demand immediate repayment - Events of Default include **non-payment**, failure to comply with covenants (notably the **Minimum Core Assets Test**), misrepresentations, and bankruptcy[771](index=771&type=chunk) - A cross-default is triggered by payment failure on other indebtedness with an aggregate principal amount of **$1.5 million or more**[773](index=773&type=chunk) - A **Change of Control** is also an Event of Default[776](index=776&type=chunk) - Upon an Event of Default, the Agent may declare the entire unpaid principal, accrued interest, and all other amounts **immediately due and payable**[778](index=778&type=chunk) [ARTICLE IX: ADMINISTRATIVE AGENT AND OTHER AGENTS](index=178&type=section&id=ARTICLE%20IX%20ADMINISTRATIVE%20AGENT%20AND%20OTHER%20AGENTS) This article outlines the authority and duties of the Administrative Agent, protecting it from liability except in cases of gross negligence - Each Lender irrevocably **appoints TCG to act as the Administrative Agent and Collateral Agent**, authorizing it to take actions on their behalf[785](index=785&type=chunk)[786](index=786&type=chunk) - The Agent is **exculpated from liability** for any action taken or omitted, except for its own gross negligence, bad faith, or willful misconduct[789](index=789&type=chunk) - The Agent is authorized to **release collateral or guarantors** in connection with transactions permitted by the agreement[807](index=807&type=chunk) - A detailed **"Erroneous Payments" clause** requires any recipient to immediately return any funds mistakenly sent by the Administrative Agent[821](index=821&type=chunk) [ARTICLE X: MISCELLANEOUS](index=194&type=section&id=ARTICLE%20X%20MISCELLANEOUS) This final article contains standard legal clauses covering amendments, notices, governing law, and assignment of loans - Amendments generally require the written consent of the **Required Lenders (holding more than 50% of the loans)** and the Borrower[833](index=833&type=chunk) - The agreement is **governed by the laws of the State of New York**, and all parties submit to the exclusive jurisdiction of New York courts[891](index=891&type=chunk)[892](index=892&type=chunk) - All parties to the agreement irrevocably **waive their right to a trial by jury** for any claim arising from the Loan Documents[896](index=896&type=chunk) - Lenders may assign their rights to Eligible Assignees but require the **Borrower's consent** unless a Specified Event of Default has occurred[857](index=857&type=chunk)[858](index=858&type=chunk)[859](index=859&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 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 001-41755 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 92-1243173 (State or other ...

BARK Reports First Quarter Fiscal Year 2026 Results NEW YORK, August 7, 2025 — BARK, Inc. (NYSE: BARK) ("BARK" or the "Company"), a leading global omnichannel dog brand with a mission to make all dogs happy, today announced its financial results for the fiscal first quarter ended June 30, 2025. First Quarter Fiscal Year 2026 Highlights Versus Prior Year "We entered fiscal 2026 with two clear priorities: maintain positive adjusted EBITDA and accelerate diversification beyond subscription boxes," said Matt Me ...