Financial Results Announcement - Blue Owl Capital Corporation will release its financial results for Q4 and fiscal year ended December 31, 2025 on February 18, 2026 after market close[3] - The press release announcing the financial results is attached as Exhibit 99.1 to the Form 8-K[5] Earnings Call - The earnings webcast/conference call is scheduled for February 19, 2026 at 10:00 a.m. Eastern Time[3]

Financial Performance - Consolidated revenues increased by 2.7% to $621.3 million compared to $604.9 million in the first quarter of fiscal 2025[6] - Net income was $34.4 million, down from $43.1 million in the prior year period, with diluted earnings per share at $1.89 compared to $2.31[6] - Operating income decreased to $45.3 million from $55.5 million in the prior year period[17] - Total revenues for the thirteen weeks ended November 29, 2025, were $621.318 million, representing a 2.4% increase from $604.908 million in the same period last year[19] - Net income for the quarter was $34.363 million, a decrease from $43.105 million in the same quarter last year[21] Margins and Ratios - Operating margin decreased to 7.3% from 9.2% in the prior year period, reflecting planned investments in growth and digital transformation initiatives[6] - Adjusted EBITDA margin decreased to 13.3% from 15.5% in the prior year period[6] - Operating income decreased to $41.837 million with an operating margin of 7.4%, compared to $55.531 million and 9.2% in the prior year[19] - Adjusted EBITDA for the quarter was $82.811 million, with an adjusted EBITDA margin of 13.3%, down from $93.960 million and 15.5% year-over-year[19][24] - The quarterly tax rate was 26.9%, up from 25.6% in the prior year period[6] Guidance and Future Outlook - The company reaffirmed its full-year fiscal 2026 guidance of consolidated revenues between $2.475 billion and $2.495 billion and fully diluted earnings per share between $6.58 and $6.98[10] Share Repurchase and Capital Management - The company repurchased $31.7 million of shares in the first quarter of fiscal 2026, with $8.9 million remaining under its existing share repurchase authorization[15] Growth Initiatives - Costs related to the Key Initiative were approximately $2.3 million in the first quarter of fiscal 2026, expected to enhance long-term growth and profitability[3] - Organic growth, excluding acquisitions and currency fluctuations, was 2.4%[7] Cash and Assets - Cash and cash equivalents at the end of the period were $123.977 million, down from $166.246 million at the end of the same period last year[21] - Total current assets decreased to $872.717 million from $924.603 million[18] - Total liabilities decreased to $590.100 million from $609.198 million[18] - The company reported a decrease in net cash provided by operating activities to $14.851 million, compared to $58.124 million in the prior year[21] - Capital expenditures for the quarter were $38.883 million, up from $33.566 million in the same period last year[21] - The company incurred $13.391 million in acquisition costs during the quarter, compared to $2.352 million in the prior year[21]

Bitcoin Production and Mining Update - The company provided a Bitcoin production and mining update for December 2025[6] Operational Results - The press release was issued on January 7, 2026, detailing the company's operational results[6] Risks and Uncertainties - The report includes forward-looking statements that involve risks and uncertainties[9] - Investors are cautioned that actual results may differ materially from projections due to various risks[9] - The company has filed its Annual Report on Form 10-K for the year ended December 31, 2024, which includes additional risk factors[9]

Financial Performance - Net sales and other revenue increased by 1.9% to $19,123.7 million for the third quarter of fiscal 2025, driven by a 2.4% increase in identical sales and a 21% increase in digital sales[6]. - Net income was $293.3 million, or $0.55 per share, compared to $400.6 million, or $0.69 per share, in the same quarter last year[12]. - Adjusted net income was $390.3 million, or $0.72 per share, compared to $420.3 million, or $0.71 per share, in the prior year[13]. - Operating income for the 40 weeks ended November 29, 2025, was $1,234.3 million, a decrease from $1,270.1 million in the previous year, reflecting a decline of 2.8%[31]. - Net income for the 40 weeks ended November 29, 2025, was $698.2 million, down from $786.8 million in the same period last year, a decrease of 11.2%[31]. - Adjusted net income for the 40 weeks ended November 29, 2025, was $957.6 million, down from $1,112.9 million in 2024, reflecting a decline of approximately 13.9%[39]. - Adjusted EBITDA for the 12 weeks ended November 29, 2025, was $1,038.7 million, compared to $1,065.1 million in 2024, indicating a decrease of about 2.3%[37]. Cost and Expenses - Gross margin rate decreased to 27.4% from 27.9% in the same quarter last year, primarily due to increased delivery and handling costs associated with digital sales growth[7]. - Selling and administrative expenses decreased to 24.9% of net sales, down from 25.1% in the prior year, reflecting improved sales leveraging and lower merger-related costs[8]. - Gross margin for the 40 weeks ended November 29, 2025, was $17,093.7 million, slightly down from $17,106.6 million in the prior year, indicating a margin of 27.2% compared to 27.8%[31]. - Depreciation and amortization expenses for the 40 weeks ended November 29, 2025, totaled $1,439.6 million, up from $1,396.9 million in 2024[43]. - The company incurred merger-related costs of $23.1 million for the 12 weeks ended November 29, 2025, significantly lower than $61.1 million in 2024[37]. Capital and Investments - Capital expenditures for the first 40 weeks of fiscal 2025 were $1,412.8 million, including the completion of 74 remodels and the opening of five new stores[14]. - The company announced a share repurchase program increase from $2.0 billion to $2.75 billion, including a $750 million accelerated share repurchase agreement[15]. Outlook and Projections - The updated fiscal 2025 outlook includes adjusted EBITDA in the range of $3.825 billion to $3.875 billion and an effective income tax rate of 23% to 24%[21]. - Identical sales growth is projected to be between 2.2% and 2.5% for fiscal 2025[21]. - The company estimates a 16 to 18 basis point impact on pharmacy sales due to the Inflation Reduction Act's Medicare Drug Price Negotiation Program starting January 1, 2026[17]. Assets and Liabilities - Total current assets increased to $7,096.8 million as of November 29, 2025, from $6,559.0 million as of February 22, 2025, reflecting a growth of 8.2%[33]. - Total liabilities increased to $24,591.5 million as of November 29, 2025, compared to $23,369.7 million as of February 22, 2025, an increase of 5.2%[33]. - Total debt, including finance leases, increased to $9,012.7 million as of November 29, 2025, from $7,838.4 million in 2024[45]. - The total net debt ratio rose to 2.29 for the 12 months ended November 29, 2025, compared to 1.88 in the previous year[45]. Shareholder Information - Basic net income per Class A common share for the 40 weeks ended November 29, 2025, was $1.25, compared to $1.36 in the prior year, a decline of 8.1%[31]. - Adjusted net income per Class A common share for the 40 weeks ended November 29, 2025, was $1.69, down from $1.88 in 2024[39]. - The weighted average diluted Class A common shares outstanding for the 12 weeks ended November 29, 2025, was 534.7 million, compared to 584.1 million in 2024[39]. Store Operations - The number of stores at the end of the quarter was 2,243, down from 2,273 in the previous year, indicating a reduction of 1.3%[31]. - Net cash provided by operating activities of $1,649.6 million for the 40 weeks ended November 29, 2025, compared to $1,922.1 million in the prior year, a decrease of 14.1%[35]. - Cash and cash equivalents at the end of the period were $200.9 million, a decrease from $206.5 million at the end of the same period last year[35].

IPO and Share Redemption - The Initial Public Offering (IPO) generated gross proceeds of $345.0 million from the sale of 34,500,000 Units at $10.00 per Unit, with offering costs of approximately $19.9 million[148]. - A total of 28,119,098 Public Shares were redeemed at a price of approximately $10.23 per share, resulting in an aggregate redemption amount of approximately $287.7 million during the First Extension[156]. - The Second Extension allowed for an additional six-month period to complete an Initial Business Combination, with 1,339,804 Public Shares redeemed at approximately $10.74 per share, totaling about $14.4 million[157]. - The Third Extension resulted in the redemption of 2,372,565 Public Shares at approximately $11.02 per share, amounting to an aggregate of approximately $26.2 million[159]. - The Fourth Extension saw 2,512,919 Public Shares redeemed at approximately $11.50 per share, leading to an aggregate redemption amount of approximately $28.9 million[161]. - As of October 31, 2025, the outstanding share capital consisted of 4,455,614 Class A Ordinary Shares, with 155,614 being Public Shares[162]. Business Combination and Financial Position - The Company entered into a Merger Agreement with iRocket, which is developing a reusable launch vehicle aimed at reducing costs and increasing launch frequency[151][152]. - The NYSE notified the Company of its intent to delist its securities due to not completing an Initial Business Combination within three years of the IPO[168]. - The Company has broad discretion in applying the net proceeds from the IPO and Private Placement Warrants towards consummating the Proposed Business Combination[166]. - If the Company fails to complete the Proposed Business Combination by March 16, 2026, it will cease operations and redeem Public Shares at a price based on the Trust Account balance[167]. - As of September 30, 2025, the company had approximately $0 in its operating bank account and a working capital deficit of approximately $3.9 million[169]. - The company has until March 16, 2026, to consummate the Proposed Business Combination or another Initial Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed by this date[176]. Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of approximately $6.5 million, consisting of approximately $1.1 million in general and administrative expenses and approximately $5.6 million in non-operating loss from the change in fair value of derivative warrant liabilities[178]. - For the nine months ended September 30, 2025, the company had a net loss of approximately $13 million, which included approximately $2.3 million in general and administrative expenses and approximately $11 million in non-operating loss from the change in fair value of derivative warrant liabilities[179]. - The company reported a net income of approximately $0.5 million for the three months ended September 30, 2024, primarily from investments held in the Trust Account and a gain on extinguishment of liabilities[180]. - The company had a net loss of approximately $0.6 million for the nine months ended September 30, 2024, which included approximately $1.9 million in general and administrative expenses[181]. Financing and Liabilities - The company issued a Convertible Note to the Sponsor, allowing it to borrow up to $1,500,000 for ongoing expenses related to the business and the consummation of an Initial Business Combination[172]. - The company had borrowed $0 under the Convertible Note as of September 30, 2025, indicating no current reliance on this financing[172]. - The company has a total of $12.1 million payable to underwriters for deferred underwriting commissions, contingent upon completing an Initial Business Combination[184]. - The company recognized $6,037,500 in waived underwriter fees, which has been recorded as a gain on the waiver[185]. Regulatory and Reporting Status - As of September 30, 2025, and December 31, 2025, the company had no off-balance sheet arrangements[196]. - The company is classified as an "emerging growth company" and may retain this status until December 31, 2026, unless the market value of Class A Ordinary Shares held by non-affiliates exceeds $700 million[197]. - The company has opted not to comply with new or revised financial accounting standards until private companies are required to do so, allowing for an extended transition period[198]. - The company is categorized as a smaller reporting company and is not required to provide certain market risk disclosures[199].

Merger and Acquisition Details - Compass entered into a merger agreement with Anywhere on September 22, 2025, with the merger expected to close, making Anywhere a wholly owned subsidiary of Compass[1]. - The merger will be accounted for as a business combination under ASC 805, with the consideration allocated to Anywhere's assets and liabilities based on their estimated fair values[12]. - Each share of Anywhere common stock will be converted into 1.436 shares of Compass Class A common stock at the effective time of the merger[6]. - The merger is expected to enhance Compass' market position and operational capabilities through the integration of Anywhere's assets and resources[13]. - Compass is considering alternative financing arrangements, including a potential issuance of convertible notes, to finance the acquisition[15]. - The estimated fair value of consideration transferred to acquire Anywhere is $1,874.5 million, which includes $1,414.0 million in equity portion and $416.8 million for the repayment of certain Anywhere debt[56]. - Compass shares issued in the merger amounted to 160,866,206, based on an exchange ratio of 1.436[56]. - The company expects to incur restructuring costs of $40.0 million related to the merger[52]. - Goodwill recognized in the merger amounts to $2,463.2 million, reflecting the excess of the estimated merger consideration over the fair value of net assets acquired[60]. Financial Performance - Total revenue for the nine months ended September 30, 2025, reached $9,782 million, with Compass contributing $5,270 million and Anywhere contributing $4,512 million[20]. - Total operating expenses for the same period were $9,828.8 million, with commissions and related expenses accounting for $7,224.1 million[20]. - The net loss attributable to Compass, Inc. for the nine months ended September 30, 2025, was $191.5 million, resulting in a net loss per share of $0.27[20]. - Total revenue for the year ended December 31, 2024, was $11,835.3 million, with Compass contributing $6,143.3 million and Anywhere contributing $5,692.0 million[23]. - The net loss attributable to Compass, Inc. for the year was $428.5 million, translating to a net loss per share of $0.61[23]. - The net loss attributable to Compass, Inc. for the nine months ended September 30, 2025, was $17.9 million, with a net loss per share of $0.03[34]. - The net loss attributable to Anywhere Group for the year ended December 31, 2024, was $128.0 million, compared to a net loss of $64.0 million in the previous year[50]. Assets and Liabilities - Total current assets amounted to $1,210.1 million, with cash and cash equivalents at $324.8 million[18]. - Total liabilities were reported at $5,186.8 million, with current liabilities totaling $2,138.9 million[18]. - The company had total stockholders' equity of $2,301.8 million, with an accumulated deficit of $2,626.4 million[18]. - The total assets of the company as of September 30, 2025, were $7,488.6 million[18]. - Total liabilities were reported at $4,223.0 million, with long-term debt comprising $2,125.0 million[48]. - Stockholders' equity stood at $1,520.0 million, reflecting an accumulated deficit of $3,283.0 million[48]. Expenses and Costs - Research and development expenses for the nine months ended September 30, 2025, were $301.2 million[20]. - The company incurred restructuring costs of $50.2 million during the nine months ended September 30, 2025[20]. - Total operating expenses amounted to $12,278.3 million, with commissions and related expenses being the largest at $8,656.8 million[23]. - Research and development expenses totaled $198.4 million, indicating a focus on innovation and product development[38]. - The company reported a restructuring cost of $9.7 million as part of its operational adjustments[38]. - The total estimated one-time non-recurring transaction-related costs incurred prior to or concurrent with the merger are approximately $150.0 million[63]. Pro Forma Financial Information - The unaudited pro forma financial information assumes the bridge loan facility is outstanding for the entirety of the pro forma periods, reflecting its use to refinance existing indebtedness and cover transaction costs[15]. - Adjustments in the pro forma financial information include reclassifications to conform Anywhere's financial statements to Compass' presentation and non-recurring transaction costs related to the merger[15]. - The pro forma adjustments are preliminary and subject to change as additional information becomes available[5]. - The pro forma adjustment for incremental amortization expense related to the AWPH, LLC acquisition was $34.3 million for the year ended December 31, 2024[41]. - The pro forma interest expense assumes the bridge loan facility has an effective interest rate of 12.49% and will be outstanding for the entirety of the pro forma periods[71]. - The pro forma adjustment for post-combination incentive-based compensation expense is $(25.1) million for the nine months ended September 30, 2025, compared to historical expenses[69]. Financing and Debt - Compass has secured a debt financing commitment of up to $750 million in the form of a 364-day senior secured bridge loan facility to support the merger[9]. - The bridge loan facility proceeds amount to $750.0 million, with a pro forma adjustment of $324.8 million after accounting for debt issuance costs and repayment of Anywhere's revolving credit facility[66]. - Estimated interest expense on the $750.0 million bridge loan facility is projected to be $70.3 million for the nine months ended September 30, 2025[71]. - A $3.7 million loss on the early extinguishment of debt is reflected for the assumed repayment of Anywhere's revolving credit facility on January 1, 2024[70]. Tax and Valuation Adjustments - Compass partially decreased its valuation allowance by $224.2 million related to certain U.S. deferred tax assets due to the merger with Anywhere[30]. - The adjustment to deferred income taxes reflects a total decrease of $169.2 million, including a $59.0 million increase in deferred tax liabilities due to purchase accounting adjustments[64][65]. - A pro forma adjustment reflects a tax pro forma adjustment to reverse the Anywhere historical tax benefit, with a valuation allowance decrease of $224.2 million related to U.S. deferred tax assets for the year ended December 31, 2024[70].

Product Development - EyePoint's lead product candidate, DURAVYU™, is currently in Phase 3 trials for wet AMD and DME, with topline data expected in mid-2026[2] - Over 900 patients have been enrolled in the Phase 3 LUGANO and LUCIA trials within 7 months, making it one of the fastest enrolling wet AMD pivotal programs[4] - The Phase 3 wet AMD program has a primary endpoint of noninferiority in best corrected visual acuity (BCVA) at weeks 52 and 56, compared to aflibercept[6] - First patient dosing in the Phase 3 DME trials (COMO and CAPRI) is expected in Q1 2026, with each trial enrolling approximately 240 patients[6] - The independent Data Safety Monitoring Committee recommended the continuation of the Phase 3 program with no protocol modifications[6] Treatment Efficacy - DURAVYU demonstrated an 88% reduction in treatment burden six months after treatment, with over 80% of patients being supplement-free or requiring only one supplemental anti-VEGF injection[10] - DURAVYU's multi-mechanism of action includes a greater than 50% reduction in IL-6 activity, which is significant for treating wet AMD and DME[6] - DURAVYU is positioned as the only sustained release TKI in development for DME, addressing a significant need for new therapeutic options[3] Financial Overview - The company completed a public offering with gross proceeds of $172.5 million in October 2025, with approximately $300 million in cash and investments as of December 31, 2025[6] - EyePoint is preparing for an expeditious NDA filing and FDA review to deliver DURAVYU to patients as soon as possible[3]

Financial Performance - Net sales for Q3 fiscal 2026 increased by 2.1% to $348.6 million compared to $341.3 million in Q3 fiscal 2025[4] - Net earnings decreased by 21.2% to $16.5 million, with diluted earnings per share down 19.8% to $0.77[4] - Operating income declined to $24.9 million, with an operating margin of 7.1%, down from 8.4%[8] - Gross profit decreased by 6.9% to $82,992,000 for the three months ended November 29, 2025, down from $89,149,000 in the prior year[24] - Operating income fell by 13.1% to $24,879,000 for the three months ended November 29, 2025, compared to $28,629,000 in 2024[24] - Net earnings for the three months ended November 29, 2025, were $16,549,000, a decline of 21.2% from $20,989,000 in the same period last year[24] - For the nine months ended November 29, 2025, consolidated net earnings were $37,511, a decrease from $82,566 for the same period in 2024, representing a decline of 54.5%[42] - Diluted earnings per share for the nine months ended November 29, 2025, were $1.74, down from $3.76 in the same period of 2024, a decline of 53.8%[46] Segment Performance - Architectural Metals segment net sales were $124.4 million, down from $138.0 million, with adjusted EBITDA margin improving to 13.5%[5] - Architectural Services segment net sales increased to $105.2 million, with a backlog of $774.7 million at the end of the quarter[6] - Performance Surfaces segment net sales rose to $53.0 million, including $18.4 million from the acquisition of UW Solutions[10] - Performance Surfaces segment saw a significant growth of 59.6% in net sales for the three months ended November 29, 2025, reaching $52,980,000 compared to $33,196,000 in the prior year[34] - The Architectural Glass segment experienced a 12.5% decrease in adjusted EBITDA for the three months ended November 29, 2025, totaling $11,534,000 compared to $13,180,000 in the previous year[34] - The Corporate and Other segment reported an adjusted EBITDA loss of $(4,272,000) for the three months ended November 29, 2025[34] - The Architectural Services segment achieved a 2.0% increase in adjusted EBITDA for the three months ended November 29, 2025, totaling $10,198,000 compared to $9,994,000 in the prior year[34] Financial Outlook - The company expects fiscal 2026 net sales to be approximately $1.39 billion, with diluted EPS projected between $2.49 and $2.65[14] - The fiscal 2026 outlook estimates diluted earnings per share to be between $2.49 and $2.65, with adjusted diluted earnings per share projected between $3.40 and $3.50[50] - Acquisition-related costs for fiscal 2026 are estimated to be between $0.09 and $0.12 per share[50] Cost Management and Restructuring - Project Fortify Phase 2 is expected to incur pre-tax charges of $28 million to $29 million, aiming for annualized cost savings of $25 million to $26 million[13] - The restructuring costs related to Project Fortify are expected to continue into fiscal year 2026, with Phase 2 costs anticipated[43] - The company reported restructuring costs of $23,554 for the nine months ended November 29, 2025, significantly higher than $3,213 for the same period in 2024[46] Cash Flow and Capital Expenditures - Net cash provided by operating activities for the nine months ended November 29, 2025, was $66,622,000, down from $95,130,000 in the prior year[28] - Capital expenditures for the nine months ended November 29, 2025, were $18,315,000, compared to $24,696,000 in the same period last year[28] Other Financial Metrics - Adjusted EBITDA increased to $46.1 million, with an adjusted EBITDA margin of 13.2%, down from 13.4%[4] - Adjusted EBITDA for the three months ended November 29, 2025, was $46,131,000, a slight increase of 0.7% from $45,803,000 in the same period last year[34] - Adjusted EBITDA for the nine months ended November 29, 2025, was $124,883, compared to $151,547 for the same period in 2024, reflecting a decrease of 17.6%[42] - The EBITDA margin for the nine months ended November 29, 2025, was 9.8%, down from 14.1% in the same period of 2024[42] Debt and Interest - Interest expense increased to $3.2 million due to a higher average debt balance from the acquisition of UW Solutions[8] Acquisition Impact - The acquisition of UW Solutions was completed on November 4, 2024, contributing to net sales growth in the Performance Surfaces segment[31] - The company plans to integrate the UW Solutions acquisition, which has incurred one-time expenses reflected in the financials[46] - The company incurred a gain of $6,740 related to the settlement of a New Market Tax Credit transaction in the nine months ended November 29, 2025[42]

Financial Performance - Net sales for Q1 FY26 were $965.7 million, representing a 4.0% increase year-over-year compared to $928.5 million in Q1 FY25[2] - Operating income was reported at $76.2 million, with an adjusted operating income of $81.2 million, reflecting an 8.8% increase from $74.6 million in the prior year[2] - The operating margin improved to 7.9%, or 8.4% on an adjusted basis, compared to 7.8% in the previous fiscal year[2] - Net income attributable to MSC was $51.8 million, an 11.1% increase from $46.6 million in Q1 FY25[2] - Diluted EPS increased to $0.93, up 12.0% from $0.83 in the prior year quarter, while adjusted diluted EPS rose to $0.99, a 15.1% increase from $0.86[2] - Net income for the thirteen weeks ended November 29, 2025, was $51,108,000, an increase of 11% compared to $45,694,000 for the same period in 2024[16] - Comprehensive income attributable to MSC Industrial was $50,794,000 for the current period, up from $42,791,000 in the prior year, reflecting a growth of 18.5%[16] - The diluted net income per common share increased to $0.93 from $0.83, reflecting a growth of 12%[25] Future Outlook - The company anticipates average daily sales growth of 3.5% to 5.5% for Q2 FY26[4] - Full-year fiscal 2026 outlook for certain financial metrics has been maintained, indicating confidence in continued growth[5] Capital Expenditures and Cash Flow - Capital expenditures are projected to be between $100 million and $110 million, with free cash flow conversion expected to be around 90%[9] - Cash flows from operating activities decreased to $29,411,000 from $101,868,000 year-over-year, a decline of 71%[18] - Free Cash Flow (FCF) is calculated as cash flow from operations minus capital expenditures, indicating the company's ability to fund dividends and stock repurchases[22] - Net cash used in investing activities was $21,189,000, slightly higher than $20,408,000 in the previous year[18] - The company repurchased $12,959,000 of Class A Common Stock during the period, compared to $18,072,000 in the same quarter last year[18] Balance Sheet - The company reported a total asset value of $2.487 billion as of November 29, 2025, an increase from $2.462 billion at the end of the previous quarter[12] - Current liabilities totaled $726.3 million, with long-term debt increasing to $214.1 million from $168.8 million in the prior quarter[12] - The company reported a provision for income taxes of $16,406,000, compared to $14,908,000 in the previous year, an increase of 10%[25]

Compensation and Benefits - The Executive will serve as the Chief Operating Officer with a base salary of $300,000 per year[8] - The Executive is eligible for an annual discretionary performance bonus of up to 30% of the base salary, contingent on performance assessments[9] - The Executive will receive paid vacation and sick time, consistent with company policies[10] - The Company will reimburse the Executive for actual, necessary, and reasonable business expenses[13] - The Executive's base salary and bonus eligibility will be reviewed annually and may be increased at the Company's discretion[9] - The Company reserves the right to modify its benefits plans at its discretion[11] Termination and Severance - The Executive's employment can be terminated by the Company without cause or by the Executive with good reason, with specific severance benefits outlined[21] - In the event of termination during a Change in Control period, the Executive is entitled to six months of base salary and 1.25 times the target bonus[22] - The Executive must execute a separation and release of claims agreement to receive Severance Benefits, which will commence after the Release becomes effective[24] - Severance Benefits will not be paid before the first payroll of the subsequent calendar year if the termination occurs in the last 60 days of the year[24] - If the Executive's employment is terminated without Cause or with Good Reason prior to a Change in Control, unvested equity awards will remain outstanding for up to three months[24] Change in Control - A Change in Control is defined as an acquisition of more than 50% of the Company's common stock or voting securities by an individual or entity[26] - A merger or consolidation will not constitute a Change in Control unless certain conditions regarding ownership percentages are met post-transaction[26] Compliance and Agreements - The Executive must comply with the Company's Confidentiality Agreement as a condition of employment[14] - The Executive's employment is subject to termination for various causes, including misconduct or breach of agreement[16] - The Executive must resign from any board memberships or positions with the Company upon termination of employment[28] - The Agreement is governed by the laws of the State of Florida and disputes will be resolved through binding arbitration[33] - The Executive represents that they are not bound by any employment contracts or restrictions that would prevent them from fulfilling their responsibilities[29] - The Agreement does not alter the at-will nature of the Executive's employment, allowing either party to terminate the relationship at any time[36] - The Executive acknowledges having the opportunity to review the Agreement with an attorney and understands its terms[37] Contingent Compensation and Payments - The Company will not provide any portion of "Contingent Compensation Payments" if it results in "excess parachute payments" as defined in Section 280G of the Code[19] - The "Eliminated Amount" refers to the aggregate amount of Contingent Compensation Payments eliminated to avoid excess parachute payments[19] - No reduction in Contingent Compensation Payments will occur if the Eliminated Amount exceeds 100% of the aggregate present value of additional taxes incurred by the Executive[19] - The Company must notify the Executive within 30 days of determining which Potential Payments constitute Contingent Compensation Payments and the Eliminated Amount[48] - If the Executive disagrees with the Company's determination, they must respond within 30 days, detailing their position on the Potential Payments[49] - Payments characterized as Eliminated Payments will be reduced in a specific order: cash payments, taxable benefits, nontaxable benefits, and equity awards[53] Clawback Policy and Compliance - The Clawback Policy requires the Executive to return any payments if mandated by applicable laws or regulations[56] - The Agreement constitutes the entire agreement between the Parties, superseding all prior agreements[57] - The Company makes no representation regarding compliance with Section 409A and will not be liable for any non-compliance[67] - The Agreement is intended to comply with or be exempt from Section 409A and will be interpreted accordingly[68]