Financial Performance - Sales from continuing operations for the three months ended September 30, 2025, were $416,956, an increase of $91,657, or 28.2%, from $325,299 in the same period last year [107]. - Gross profit for the third quarter of 2025 was $198,499, an increase of $54,032, or 37.4%, compared to $144,467 in the third quarter of 2024, with a gross profit margin improvement to 47.6% from 44.4% [108]. - Income from continuing operations for the three months ended September 30, 2025, was $129,555, compared to a loss of $678,862 in the prior year period [112]. - Sales from continuing operations for the nine months ended September 30, 2025, were $1,057,651, an increase of $158,516, or 17.6%, from $899,135 in the same period last year [114]. - Gross profit for the nine months ended September 30, 2025, was $477,458, an increase of $83,007, or 21.0%, compared to $394,451 in the prior-year period, with a gross profit margin improvement to 45.1% from 43.9% [115]. - Loss from continuing operations, net of tax, was $1,313,172 for the nine months ended September 30, 2025, compared to a loss of $2,016,109 in the prior year period [117]. Expenses - Selling, general and administrative expenses increased by $312,875, or 31.8%, to $1,296,974 for the three months ended September 30, 2025, primarily due to a $429,483, or 396.4%, increase in non-cash stock-based compensation [111]. - Selling, general and administrative expenses for the nine months ended September 30, 2025, increased by $375,693, or 13.1%, to $3,242,833 from $2,867,140 for the same period last year [116]. Cash Flow - Cash used in operating activities of continuing operations was $1,145,839 for the nine months ended September 30, 2025, compared to $1,637,378 in the prior-year period [128]. - Cash provided by investing activities of continuing operations was $1,423,190 for the nine months ended September 30, 2025, compared to cash used of $58,722 in the same period of the prior year, driven by $35,634,291 in net cash received from the sale of the CloudFirst business [129]. - Cash used in financing activities of continuing operations was $824,051 for the nine months ended September 30, 2025, compared to cash provided of $88,732 in the prior-year period, primarily due to a $1,236,825 cash settlement of warrants [130]. - Cash used in discontinued operations was $248,633 for the nine months ended September 30, 2025, compared to cash provided of $692,356 in the prior-year period [131]. Strategic Actions - The company recognized a gain on the sale of discontinued operations of $17,846,470 for the nine months ended September 30, 2025, net of transaction costs [119]. - The company received net cash proceeds of approximately $38.1 million, net of $1.5 million placed in escrow and a working capital adjustment [121]. - Working capital increased to $46,749,512 as of September 30, 2025, up by $34,829,443 from $11,920,069 at December 31, 2024, primarily due to the divestiture of the CloudFirst business [127]. - The company plans to use the remaining proceeds from the tender offer for strategic investments and acquisitions in high-growth technology sectors, including GPU IaaS, AI-driven software, and cybersecurity [122]. Tax and Liquidity - The company has accrued $4.4 million in estimated income taxes payable related to the divestiture [121]. - The company’s liquidity assessment is based on current information, and any inaccuracies may require a reduction in selling, general, and administrative expenses [125]. - The company has not made any sales under the Equity Distribution Agreement with Maxim as of the report date [126]. Interest Income - Interest income for the three months ended September 30, 2025, was $193,347, a 20.3% increase from $160,770 in the same period last year [113].

Financial Performance - Net earnings for Q3 2025 were $1.6 billion, with diluted EPS of $2.88, down from $2.99 in Q3 2024[1] - Total sales for the quarter reached $20.8 billion, an increase from $20.2 billion in the prior-year quarter, with comparable sales up 0.4%[1] - Adjusted diluted EPS for the quarter increased by 5.9% to $3.06, excluding acquisition-related expenses[1] - Net earnings for the nine months ended October 31, 2025, were $5,654 million, slightly down from $5,833 million for the same period in 2024, a decrease of about 3.1%[19] Sales and Growth - Online sales grew by 11.4%, contributing to double-digit growth in home services and continued growth in Pro sales[1] - Lowe's updated its full-year 2025 outlook, projecting total sales of approximately $86.0 billion, with adjusted diluted EPS expected to be around $12.25[11] Expenses and Investments - The company recognized $129 million in pre-tax expenses related to the acquisitions of Foundation Building Materials and Artisan Design Group[1] - Capital expenditures for the year are projected to be up to $2.5 billion[11] - The company recognized pre-tax expenses of $129 million related to the acquisition of Artisan Design Group and Foundation Building Materials during fiscal 2025[21] - The company reported a net cash used in investing activities of $11,687 million for the nine months ended October 31, 2025, compared to $1,320 million in the prior year, indicating a significant increase in investment outflows[19] Assets and Liabilities - Total assets increased to $53,453 million as of October 31, 2025, up from $44,743 million on November 1, 2024, representing a growth of approximately 19.1%[18] - Total liabilities rose to $63,835 million as of October 31, 2025, compared to $58,162 million on November 1, 2024, an increase of about 9.5%[18] - Current liabilities remained stable at $19,451 million as of October 31, 2025, compared to $19,447 million on November 1, 2024, showing minimal change[18] Cash Flow and Dividends - The company reported net cash provided by operating activities of $8,297 million for the nine months ended October 31, 2025, compared to $8,714 million in the prior year, a decline of approximately 4.8%[19] - Cash and cash equivalents decreased to $621 million at the end of the period from $3,271 million at the beginning, a decrease of approximately 81%[19] - The company paid $673 million in dividends during the quarter[3] Store Operations - The company operated 1,756 stores as of October 31, 2025, covering 195.8 million square feet of retail space[2] - Merchandise inventory decreased to $17,183 million as of October 31, 2025, from $17,566 million on November 1, 2024, a decline of about 2.2%[18] Tax Rate - The effective income tax rate is expected to be approximately 24.0%, down from a previous estimate of 24.5%[11]

Financial Performance - Revenue for Q3 2025 was $50.8 million, representing a 78% increase year-over-year and a 7% increase quarter-over-quarter[5]. - Net income for Q3 2025 was $20.3 million, with a net income margin of 40%[5][10]. - Adjusted EBITDA for Q3 2025 was $44.9 million, up 79% year-over-year and 6% quarter-over-quarter, with an adjusted EBITDA margin of 88%[5][10]. - Total revenues for Q3 2025 reached $50,831,000, a 78.5% increase from $28,487,000 in Q3 2024[29]. - Net income for Q3 2025 was $20,291,000, compared to a net loss of $2,756,000 in Q3 2024, marking a significant turnaround[29]. - Adjusted EBITDA for Q3 2025 was $44,850,000, with an Adjusted EBITDA Margin of 88%[36]. - Cash flows from operating activities for the nine months ended September 30, 2025, were $88,157,000, up from $40,708,000 in the same period of 2024[31]. - Year-over-year comparison shows significant improvement in free cash flow from $7,147,000 in Q3 2024 to $33,725,000 in Q3 2025[42]. Cash Flow and Liquidity - Cash flow from operating activities was $34.9 million, with free cash flow of $33.7 million for Q3 2025[13]. - Total liquidity was $108.3 million as of September 30, 2025, with $80.0 million available under the revolving credit facility[15]. - Cash and cash equivalents at the end of Q3 2025 were $28,316,000, down from $37,032,000 at the beginning of the period[31]. - Net cash provided by operating activities for Q3 2025 was $34,912,000, a decrease from $37,332,000 in Q2 2025[42]. - Free Cash Flow for Q3 2025 was $33,725,000, compared to $36,092,000 in Q2 2025[42]. - Operating cash flow margin for Q3 2025 was 69%, down from 79% in Q2 2025[42]. - Free Cash Flow Margin for Q3 2025 was 66%, a decrease from 76% in Q2 2025[42]. Acquisitions and Investments - The company acquired approximately 37,500 acres, increasing total holdings to over 300,000 surface acres, aimed at diversifying revenue streams[8]. - Acquisitions in Q3 2025 amounted to $5,000, while proceeds from the disposal of assets were $(85,000)[42]. - Net cash used in investing activities for Q3 2025 was $(1,107,000), compared to $(2,079,000) in Q2 2025[42]. Dividends and Outlook - The company declared a quarterly cash dividend of $0.10 per share, payable on December 18, 2025[17]. - The company reaffirms its fiscal year 2025 outlook, expecting adjusted EBITDA between $165 million and $175 million[18]. Asset and Debt Management - Total current assets increased to $57,370,000 as of September 30, 2025, compared to $53,315,000 at the end of 2024[30]. - Long-term debt decreased to $366,081,000 as of September 30, 2025, from $380,815,000 at the end of 2024[30]. - The company’s total assets increased to $1,077,920,000 as of September 30, 2025, compared to $1,032,479,000 at the end of 2024[30]. Revenue Streams - Surface use royalties and revenue generated $35.0 million in Q3 2025, a 2% increase sequentially[10]. - Oil and gas royalties generated $3.3 million in Q3 2025, a 22% sequential increase due to higher net royalty production[12]. - The company reported a significant increase in surface use royalties, totaling $8,235,000 in Q3 2025, compared to $4,227,000 in Q3 2024[29]. - Resource sales for the nine months ended September 30, 2025, amounted to $17,122,000, up from $11,908,000 in the same period of 2024[29]. Overall Financial Health - The company continues to focus on maintaining a strong cash flow despite fluctuations in operating activities[42]. - The overall financial health indicates a robust operational strategy, with a focus on cash generation and prudent investment[42].

Financial Performance - Third quarter net sales were $25.3 billion, a decrease of 1.5% compared to 2024[4] - GAAP earnings per share (EPS) for the third quarter was $1.51, down from $1.85 in the previous year, while adjusted EPS was $1.78[3] - Comparable sales decreased by 2.7% in the third quarter, with a 3.8% decline in comparable store sales, partially offset by a 2.4% growth in comparable digital sales[7] - Non-merchandise sales increased by 17.7%, contributing to overall sales despite a 1.9% decrease in merchandise sales[7] - The third quarter operating income was $0.9 billion, an 18.9% decrease from the previous year, with an operating margin rate of 3.8%[8] - Net earnings for the nine months ended November 1, 2025, were $2,660 million, a decrease from $2,988 million for the same period in 2024, representing a decline of 11%[22] - Total net sales for the nine months ended November 1, 2025, were $74,327 million, down from $75,651 million in the prior year, reflecting a decrease of 1.8%[23] - Comparable sales for the three months ended November 1, 2025, decreased by 2.7% compared to an increase of 0.3% in the same period last year[27] - Net earnings for the three months ended November 1, 2025, were $689 million, a decrease of 19.3% compared to $854 million for the same period in 2024[33] - EBIT for the nine months ended November 1, 2025, was $3,805 million, down 8.9% from $4,176 million in the prior year[33] - EBITDA for the three months ended November 1, 2025, was $1,747 million, reflecting a decline of 10.5% from $1,950 million in the same quarter of 2024[33] Guidance and Expectations - The company expects a low-single digit decline in sales for the fourth quarter of 2025, with full-year GAAP EPS projected to be between $7.70 and $8.70[6] - The company expects full-year 2025 GAAP diluted EPS guidance to be between $7.70 and $8.70, with adjusted diluted EPS guidance of approximately $7.00 to $8.00[31] Tax and Capital - The effective income tax rate for the third quarter was 19.8%, down from 21.7% in the prior year, due to additional tax credits[10] - After-tax return on invested capital (ROIC) for the trailing twelve months was 13.4%, compared to 15.9% for the same period in 2024[13] - The company added $1,984 million in long-term debt during the nine months ended November 1, 2025, compared to $741 million in the same period of 2024[22] - Invested capital as of November 1, 2025, totaled $32,102 million, an increase from $30,802 million in the prior year[35] - The current portion of long-term debt and other borrowings was $1,133 million as of November 1, 2025, compared to $1,635 million a year earlier[35] - The average invested capital for the trailing twelve months ended November 1, 2025, was $31,451 million, compared to $30,376 million for the prior year[35] Shareholder Actions - The company repurchased $152 million of its shares in the third quarter, retiring 1.7 million shares at an average price of $91.59[12] Operational Metrics - The gross margin rate for the three months ended November 1, 2025, was 28.2%, slightly down from 28.3% in the same period of 2024[24] - The company reported a decrease in cash provided by operating activities to $3,485 million for the nine months ended November 1, 2025, compared to $4,078 million in the prior year, a decline of 14.5%[22] - The adjusted diluted earnings per share (EPS) for the nine months ended November 1, 2025, was $5.13, down 20.5% from $6.45 in the same period of 2024[30] - Digitally originated comparable sales increased by 2.4% for the three months ended November 1, 2025, compared to a 10.8% increase in the same period last year[27] - Target Circle Card penetration decreased to 16.9% for the three months ended November 1, 2025, from 17.7% in the same period last year[28] - Total depreciation and amortization for the nine months ended November 1, 2025, was $2,331 million, up 5.2% from $2,215 million in the same period of 2024[33] - Net interest expense for the three months ended November 1, 2025, was $115 million, an increase of 8.5% from $105 million in the same quarter of 2024[33] - The company reported a decrease in income taxes for the three months ended November 1, 2025, amounting to $170 million, down 28.4% from $237 million in the same period of 2024[33]

Financial Performance - Fiscal 2025 revenue totaled $2.5 billion, a 4% decrease from $2.6 billion in the prior year[2] - Fiscal 2025 net income was $51.1 million, or $1.09 per share, down from $209.9 million, or $4.23 per share, in the prior year[2] - Adjusted net income for fiscal 2025 was $263.6 million, or $5.65 per share, compared to $254.2 million, or $5.12 per share, in the prior year[3] - Fiscal 2025 adjusted EBITDA was $522.3 million, a 2% increase from $513.6 million in the prior year[4] - Fourth quarter revenue was $662.2 million, slightly up from $659.7 million in the prior year quarter[5] - Fourth quarter adjusted EBITDA totaled $137.9 million, compared to $137.5 million in the prior year quarter[7] - Net income for Q4 2025 was $43,636 thousand, a decrease from $62,491 thousand in Q4 2024, while net income for the year was $51,110 thousand, down from $209,897 thousand in 2024[34] - Total revenue for Q4 2025 was $662,182 thousand, a slight increase from $659,673 thousand in Q4 2024, while total revenue for the year ended September 30, 2025, was $2,519,926 thousand, down from $2,623,520 thousand in 2024[28] - Adjusted EBITDA for Q4 2025 was $137,863 thousand, compared to $137,526 thousand in Q4 2024, with total adjusted EBITDA for the year at $522,293 thousand, up from $513,602 thousand in 2024[28] Cash Flow and Dividends - Free cash flow for fiscal 2025 was $323 million, supporting $174 million returned to shareholders through dividends and share repurchases[9] - Free cash flow (FCF) for the year ended September 30, 2025, was $323,011 thousand, slightly down from $326,122 thousand in 2024[30] - The company paid dividends of $39,692 million in 2025, compared to $35,806 million in 2024, an increase of 10.5%[38] - A 22% increase in the regular quarterly dividend to $0.22 per share was announced, reflecting confidence in the business outlook[9] Assets and Liabilities - Cash and equivalents as of September 30, 2025, were $99,045 thousand, down from $114,438 thousand in 2024[30] - Total current assets decreased from $929,476 million in 2024 to $890,594 million in 2025, a decline of approximately 4.2%[36] - Total liabilities decreased from $2,146,066 million in 2024 to $1,989,665 million in 2025, a reduction of approximately 7.3%[36] - Cash and equivalents at the end of the period decreased to $99,045 million from $114,438 million, a decline of 13.4%[40] - Total shareholders' equity decreased significantly from $224,888 million in 2024 to $73,972 million in 2025, a decline of approximately 67.1%[36] Operational Efficiency and Strategic Focus - The company plans to continue focusing on operational efficiency and strategic reviews to enhance profitability and cash flow generation[28] - The net debt to EBITDA leverage ratio improved to 2.4x in 2025 from 2.6x in 2024, indicating a stronger borrowing capacity[30] Impairments and Expenses - The company reported goodwill and intangible asset impairments of $243,612 thousand for the year ended September 30, 2025[34] - Selling, general and administrative expenses for Q4 2025 were $157,251 thousand, or 23.7% of revenue, compared to $151,808 thousand or 23.0% in Q4 2024[32] - The company reported a goodwill impairment of $243,612 million for the year ended September 30, 2025, with no such impairment recorded in 2024[41] Future Projections - In fiscal 2026, revenue is expected to remain at $2.5 billion, with adjusted EBITDA projected between $580 million and $600 million[19] - Home and Building Products segment revenue for 2025 was $1.6 billion, consistent with the prior year, while Consumer and Professional Products segment revenue was $0.9 billion, a 10% decline[10][12]

Financial Performance - The company reported a net loss of $7.6 million and $27.7 million for the three and nine months ended September 30, 2025, respectively, with an accumulated deficit of $695.6 million as of the same date[158]. - The company has incurred significant operating losses since inception and has financed operations primarily through various funding sources, including the sale of its Commercial Business to Alcon[203]. - The company reported a net cash used in operating activities of $27.4 million for the nine months ended September 30, 2025, compared to $24.8 million for the same period in 2024, reflecting a decrease of $2.7 million[233]. - The company experienced a net cash decrease of $30.1 million for the nine months ended September 30, 2025, compared to a decrease of $1.7 million for the same period in 2024[232]. - The net loss for the nine months ended September 30, 2025 was $27.7 million, an improvement of $2.7 million compared to a net loss of $30.3 million in 2024[194]. Research and Development - The CHASE trial for KPI-012 did not meet its primary endpoint, leading to the decision to cease development of KPI-012 and the MSC-S platform, resulting in a workforce reduction of approximately 51%[141]. - Prior to ceasing R&D activities, the company was evaluating KPI-012 for additional rare diseases and had initiated preclinical studies for KPI-014 targeting inherited retinal degenerative diseases[154]. - The company expects a substantial increase in general and administrative expenses due to commercialization efforts for product candidates KPI-012 and KPI-014[241]. - The company does not expect to generate revenue from KPI-012, KPI-014, or any other product candidates in the foreseeable future[244]. - The company may need to raise additional capital to resume research and development activities, with potential adverse effects on financial condition if unable to do so[248]. Financing and Obligations - As of the Default Notice on September 29, 2025, the total obligations under the Loan Agreement with Oxford Finance were accelerated to $29.1 million, which was later reduced to approximately $9.6 million after cash sweeps[143][148]. - A Convertible Loan Agreement was entered into on November 9, 2025, providing a loan of $375,000 at a 15% annual interest rate, intended for negotiation of additional financing[149][150]. - The company has financed operations through various means, including the sale of its Commercial Business, IPO proceeds, and a recent private placement resulting in gross proceeds of approximately $10.8 million[160]. - The company is eligible to receive up to $325.0 million in milestone payments from Alcon based on sales of EYSUVIS and INVELTYS, but timing and amounts are uncertain[162]. - The company has a total potential maximum payout of $40.0 million for milestone payments and an additional $65.0 million for future sales-based milestone payments related to the Combangio acquisition[228]. Expenses and Cash Flow - General and administrative expenses for Q3 2025 were $4.5 million, an increase of $0.1 million compared to $4.4 million in Q3 2024[185]. - Research and development expenses for Q3 2025 were $6.1 million, up from $5.2 million in Q3 2024, primarily due to a $0.9 million increase in employee-related costs[186]. - Total operating expenses for the nine months ended September 30, 2025 were $28.9 million, down from $31.5 million in 2024, reflecting a decrease of $2.6 million[194]. - Interest income decreased to $0.3 million in Q3 2025 from $0.6 million in Q3 2024, attributed to lower interest rates and changes in investment mix[189]. - Interest expense decreased to $3.1 million for the nine months ended September 30, 2025, down from $4.4 million in 2024, a decrease of $1.3 million[200]. Strategic Options and Future Outlook - The company plans to explore strategic options, including potential sales, licenses, or mergers, contingent on obtaining additional funding[155]. - The company anticipates that its cash and cash equivalents will not be sufficient to fund operations through November 2025, raising substantial doubt about its ability to continue as a going concern[237]. - The financial statements are prepared on a going concern basis, indicating uncertainty regarding asset recoverability and liability classification[243]. - The company has limited experience in product commercialization, which may hinder future product launches and market expectations[245]. - The company may seek financing through equity offerings, debt financings, and strategic alliances, which could dilute existing ownership interests[247]. Workforce and Operational Changes - The company incurred costs of approximately $1.6 million related to workforce reductions, with $0.4 million incurred in the third quarter of 2025 and the remainder expected in the fourth quarter[146]. - The company is restricted from incurring additional debt or making certain capital expenditures under its Loan Agreement[247]. - The company recorded a gain of $4.8 million on fair value remeasurement of contingent consideration for Q3 2025, compared to a loss of $0.4 million in Q3 2024[187]. - The company has incurred $2.6 million in cash and $2.4 million in shares as contingent milestone payments to Combangio equityholders as of September 30, 2025[172]. - The remaining $0.6 million under the CIRM Award will not be received due to the decision to cease clinical development of KPI-012 for PCED[179].

Taxation and Financial Obligations - The Company reported an effective tax rate of 20.40% for the nine months ended September 30, 2025, compared to 22.62% for the same period in 2024[92]. - The Company incurred excise taxes of $12,389 for the nine months ended September 30, 2025, down from $190,370 for the same period in 2024[95]. - As of September 30, 2025, the excise tax payable amounted to $1,082,055, compared to $1,069,666 as of December 31, 2024[95]. - The Company’s management does not expect significant changes in unrecognized tax benefits over the next twelve months[91]. - The effective tax rate for the nine months ended September 30, 2025, is 20.4%, compared to 10.9% for the same period in 2024, primarily due to changes in prior year taxes and valuation allowance[137]. - The Company has no U.S. federal and state net operating loss carryovers available to offset future taxable income as of September 30, 2025[138]. Financial Position and Investments - The Company held U.S. Treasury Securities in the Trust Account valued at $2,200,644 as of September 30, 2025, down from $3,605,750 as of December 31, 2024[88]. - The Company did not have any cash equivalents as of September 30, 2025, and December 31, 2024[79]. - The Company had a temporary advance of $924,240 from the Sponsor as of September 30, 2025, compared to $503,946 as of December 31, 2024[107]. - As of September 30, 2025, the total deferred tax asset is $290,621, an increase from $285,200 as of December 31, 2024[135]. - The change in valuation allowance for the nine months ended September 30, 2025, was $5,420, compared to $3,214 for the same period in 2024[136]. - As of September 30, 2025, the Company is not subject to any market or interest rate risk, with investments in U.S. government treasury bills and money market funds[184]. Stock and Shareholder Information - The Company has 176,662 shares of common stock subject to possible redemption as of September 30, 2025, compared to 279,990 shares as of December 31, 2024[82]. - As of September 30, 2025, the common stock subject to possible redemption was $2,200,644, down from $3,605,750 as of December 31, 2024[103]. - As of September 30, 2025, the Company had 2,637,500 shares of common stock issued and outstanding, excluding 176,662 shares subject to possible redemption[121]. - Each holder of a right will receive 1/10 of a share of common stock upon consummation of a Business Combination, with no additional payment required[122]. - The Sponsor entered into Non-Redemption Agreements with stockholders, agreeing not to redeem 1,297,500 shares, valued at $452,026 or $0.35 per share, based on a 4% probability of a successful Business Combination[119]. Business Combination and Extensions - The Company has the right to extend the date to consummate a business combination by nine times for an additional one month each time, with deposits of $100,000 made for extensions[112]. - The Company has the right to extend the deadline for completing a business combination from December 13, 2024, to June 13, 2025, by depositing $0.04 per Public Share for each one-month extension, totaling $11,199 deposited on specific dates[115]. - On June 5, 2025, the Company amended the trust agreement to allow for four additional one-month extensions until October 13, 2025, with a deposit of $0.075 per Public Share, resulting in $13,250 deposited on specified dates[116]. - The Company can further extend the liquidation date to February 13, 2026, by depositing $0.075 per Public Share, with $13,242 deposited on October 9, 2025, and November 10, 2025[118]. Financial Performance - For the nine months ended September 30, 2025, the basic and diluted net income per share was $0.06, compared to a loss of $0.33 for the same period in 2024[98]. - Interest income earned in investments held in the Trust Account for the nine months ended September 30, 2025, was $93,821, down from $985,835 in 2024[98]. - Total expenses for the nine months ended September 30, 2025, were $78,804, compared to $881,803 in 2024, indicating a significant reduction in expenses[98]. - The Company incurred $90,000 in fees for administrative services for both the nine months ended September 30, 2025, and 2024[109]. Debt and Financial Instruments - The Company issued five unsecured promissory notes to the Sponsor totaling $1,540,000, which mature upon the closing of a business combination[110]. - The Company may receive Working Capital Loans from the Sponsor or affiliates, which could be repaid from Trust Account proceeds upon completing a Business Combination, with up to $1,000,000 convertible into warrants at $1.00 each[120]. - The Underwriter is entitled to a Deferred Commission of the greater of $1,000,000 or 2.5% of the remaining cash in the Trust Account, capped at $2,250,000, with part of the commission to be paid in shares and a promissory note[134]. Accounting and Compliance - The Company is classified as an "emerging growth company" and has opted not to comply with certain new or revised financial accounting standards until private companies are required to do so[75]. - The Company’s financial statements are prepared in accordance with U.S. GAAP and include all necessary adjustments for fair presentation[73]. - The Company’s warrants issued upon the IPO are classified as equity, meeting the criteria under ASC 480[81]. - The accretion of carrying value to redemption value for 2025 was $(166,162), reflecting the ongoing adjustments related to redeemable shares[103].

Financial Performance - Valvoline reported fourth quarter sales of $454 million, a 4% increase year-over-year, and full-year sales of $1.7 billion, growing 6%[6]. - The company achieved an adjusted EBITDA of $130 million in Q4, a 5% increase, and $467 million for the full year, up 6%[10]. - Valvoline's earnings per diluted share (EPS) for Q4 was $0.20, a 71% decline, while full-year EPS was $1.67, an increase of 2%[10]. - Operating income for the three months ended September 30, 2025, was $84.5 million, a decrease of 37.2% from $134.6 million in the same period of 2024[29]. - The diluted earnings per share for the year ended September 30, 2025, was $1.64, compared to $1.61 in 2024, reflecting a growth of 1.9%[29]. - The adjusted diluted earnings per share from continuing operations for Q4 2025 was $0.45, compared to $0.46 in Q4 2024[37]. - The net profit margin for Q4 2025 was 5.6%, a decrease from 20.5% in Q4 2024[39]. - The company reported an income from continuing operations of $25.6 million for Q4 2025, a significant decrease from $89.1 million in Q4 2024[37]. - Total adjustments after tax for Q4 2025 amounted to $32.4 million, impacting the adjusted income from continuing operations[37]. Revenue and Sales Growth - System-wide same-store sales (SSS) increased by 6.0% in Q4 and 6.1% for the fiscal year, with system-wide store sales growing 11% in both periods[10]. - Net revenues for the three months ended September 30, 2025, were $453.8 million, an increase of 4.9% from $435.5 million in the same period of 2024[29]. - Gross profit for the year ended September 30, 2025, was $658.5 million, up from $618.8 million in 2024, reflecting a year-over-year increase of 6.4%[29]. - System-wide store sales for the three months ended September 30, 2025, reached $918.4 million, representing a year-over-year growth of 11.1%[33]. - Valvoline reported a year-over-year same-store sales growth of 6.0% for the three months ended September 30, 2025, consistent with the previous year's performance[33]. Store Expansion and Acquisition - The company plans to close the acquisition of Breeze Autocare on December 1, 2025, expecting to add a net of 162 stores post-acquisition[10]. - The company plans to add 330 to 360 new stores in fiscal 2026, contributing to its growth strategy[9]. - The total store count increased by 56 in Q4, bringing the system-wide total to 2,180 stores, an 8% year-over-year increase[10]. - The number of company-operated stores increased to 1,016 as of September 30, 2025, compared to 950 in the same period of 2024, marking a growth of 6.9%[33]. - Valvoline's total system-wide stores increased to 2,180 by the end of Q4 2025, up from 2,010 in Q4 2024, representing a growth of 8.5% year-over-year[35]. - Valvoline opened 26 company-operated stores in Q4 2025, compared to 26 in Q4 2024, maintaining its expansion strategy[35]. Cash Flow and Shareholder Returns - Valvoline returned $60 million to shareholders through share repurchases during the fiscal year[6]. - Valvoline's operating cash flow from continuing operations for the full year was $307 million, with free cash flow of $48 million[10]. - Cash flows from operating activities for the year ended September 30, 2025, totaled $297.2 million, compared to $265.1 million in 2024, indicating an increase of 12.1%[32]. - Free cash flow from continuing operations for the year ended September 30, 2025, was $47.9 million, down from $58.5 million in 2024[42]. - Valvoline's operating cash flows from continuing operations for the year ended September 30, 2025, were $307.1 million, an increase from $282.9 million in 2024[42]. Future Projections - For fiscal 2026, Valvoline projects net revenues between $2.0 billion and $2.1 billion, with adjusted EBITDA expected to be between $525 million and $550 million[9]. - Valvoline anticipates continued growth through the proposed acquisition of Breeze Autocare, which is expected to enhance shareholder value and operational synergies[26].

Revenue Growth - Contract revenues for Q3 2026 increased by 14.1% to $1.452 billion compared to $1.272 billion in Q3 2025[4] - Year-to-date contract revenues reached $4.088 billion, a 13.0% increase from $3.617 billion in the prior year period[7] - For fiscal 2026, total contract revenues are expected to range from $5.350 billion to $5.425 billion, indicating a growth of 13.8% to 15.4% over the prior year[11] - The company anticipates Q4 2026 contract revenues between $1.26 billion and $1.34 billion[12] - GAAP Contract Revenues for Q3 2025 reached $1,451,798, representing a 14.1% increase from $1,272,007 in Q3 2024[26] - Non-GAAP Organic Contract Revenues for Q3 2025 were $1,340,891, reflecting a growth of 7.2% compared to $1,251,014 in Q3 2024[26] - Non-GAAP Organic Contract Revenues for the nine months ended October 25, 2025, totaled $3,710,768, compared to $3,569,876 for the same period in 2024, showing a growth of 3.9%[26] Profitability Metrics - Non-GAAP Adjusted EBITDA rose to $219.4 million, representing 15.1% of contract revenues, up from $170.7 million or 13.4% in the prior year quarter[5] - GAAP net income increased to $106.4 million, or $3.63 per diluted share, compared to $69.8 million, or $2.37 per diluted share in Q3 2025, marking a 35.4% increase[6] - Net Income for Q3 2025 was $106,365, up from $69,789 in Q3 2024, marking a significant increase of 52.4%[27] - Non-GAAP Adjusted Net Income for Q3 2025 was $106,365, compared to $79,150 in Q3 2024, indicating a growth of 34.3%[28] - Non-GAAP Adjusted Diluted Earnings per Common Share for Q4 2026 is projected to be between $1.62 and $1.97[12] - GAAP diluted earnings per share for Q3 2025 was $3.63, an increase from $2.37 in Q3 2024[28] - Non-GAAP Adjusted Diluted Earnings per Common Share for Q3 2025 was $3.63, compared to $2.68 in Q3 2024, reflecting a growth of 35.5%[28] Financial Position - The company reported a record backlog of $8.2 billion as of October 25, 2025[10] - Total assets increased to $3.325 billion as of October 25, 2025, up from $2.945 billion at the beginning of the year[22] - Operating cash flows for the quarter were strong at $220.0 million[10] Non-GAAP Adjustments - Total adjustments for Non-GAAP measures included stock-based compensation expenses of $7,986 for Q3 2025, down from $14,024 in Q3 2024[32] - The company incurred approximately $4.2 million in acquisition integration costs during the quarter ended October 26, 2024[32]

Financial Performance - Year-to-date revenue for Q3 2025 was $150.9 thousand, up from $61.8 thousand in Q3 2024, primarily from EAS software subscriptions related to DriveMod Tugger deployments[9] - Total costs and expenses for the year-to-date third quarter were $19.2 million, an increase of 11% from $17.3 million in Q3 2024, driven by a $2 million rise in general and administrative expenses[10] - Net loss for Q3 2025 was $(17.8) million, compared to $(17.2) million in Q3 2024, with a net loss per share of $(5.20) based on approximately 3.4 million shares outstanding[11] - Cyngn's net cash used in operating activities for the nine months ended September 30, 2025, was $(16.8) million, compared to $(15.6) million for the same period in 2024[23] Company Growth and Development - The company expanded its sales organization to the largest in its history, enhancing pipeline generation and lead quality[5] - Cyngn secured its 23rd U.S. patent for a modular sensor system designed for automated guided vehicles, strengthening its intellectual property portfolio[7] - Total stockholders' equity increased to $38.7 million as of September 30, 2025, compared to $(1) million at the end of 2024[15] - The company appointed Natalie Russell as Chief Financial Officer to enhance financial leadership and operational discipline[4] Cash and Investments - Cyngn's unrestricted cash and short-term investments totaled $34.9 million as of September 30, 2025, compared to $23.6 million at the end of 2024[15] Technology and Product Development - Cyngn develops autonomous vehicle technology aimed at addressing labor shortages and safety incidents in industrial organizations[24] - DriveMod technology allows seamless integration of self-driving capabilities without high upfront costs or infrastructure requirements[25] - The DriveMod Tugger can haul up to 12,000 lbs with a typical payback period of less than 2 years[26] - DriveMod Forklift is designed for heavy loads using non-standard pallets and is currently available to select customers[26] Compliance and Reporting - The company is pursuing SOC 2 Type II and ISO 27001 certifications as part of a broader cybersecurity and compliance initiative[7] - The company filed its annual report on Form 10-K/A with the SEC on November 14, 2025, detailing risk factors and forward-looking statements[27]