[Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) The report contains forward-looking statements subject to various risks and uncertainties that may cause actual results to differ materially - The report contains forward-looking statements subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied[9](index=9&type=chunk)[10](index=10&type=chunk)[11](index=11&type=chunk) - Key risk factors include compliance with regulatory requirements, shifts in higher education laws, ability to maintain federal student financial assistance, execution of growth and diversification strategy, and macroeconomic conditions[12](index=12&type=chunk) [Part I. Financial Information](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Universal Technical Institute, Inc. and its subsidiaries, including balance sheets, statements of operations, comprehensive income, shareholders' equity, and cash flows, along with detailed notes explaining the company's business, accounting policies, recent pronouncements, and specific financial line items [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and shareholders' equity at specific dates Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 | September 30, 2024 | Change | % Change | | :-------------------- | :------------ | :----------------- | :----- | :------- | | **Assets** | | | | | | Cash and cash equivalents | $70,672 | $161,900 | $(91,228) | -56.3% | | Total current assets | $185,180 | $221,951 | $(36,771) | -16.6% | | Total assets | $740,759 | $744,575 | $(3,816) | -0.5% | | **Liabilities** | | | | | | Total current liabilities | $185,025 | $204,963 | $(19,938) | -9.7% | | Long-term debt | $70,942 | $123,007 | $(52,065) | -42.3% | | Total liabilities | $433,972 | $484,344 | $(50,372) | -10.4% | | **Shareholders' Equity** | | | | | | Total shareholders' equity | $306,787 | $260,231 | $46,556 | 17.9% | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section outlines the company's financial performance over specific periods, presenting revenues, expenses, and net income Condensed Consolidated Statements of Operations (in thousands, except per share) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Revenues | $204,298 | $177,458 | $613,174 | $536,329 | | Total operating expenses | $190,146 | $170,012 | $554,691 | $503,460 | | Income from operations | $14,152 | $7,446 | $58,483 | $32,869 | | Net income | $10,663 | $4,985 | $44,262 | $23,161 | | Net income per share - basic | $0.20 | $0.09 | $0.82 | $0.40 | | Net income per share - diluted | $0.19 | $0.09 | $0.80 | $0.39 | - Revenues increased by **15.1%** for the three months ended June 30, 2025, and by **14.3%** for the nine months ended June 30, 2025, compared to the prior year periods[18](index=18&type=chunk) - Net income more than **doubled** for both the three-month and nine-month periods ended June 30, 2025, compared to the prior year periods[18](index=18&type=chunk) [Condensed Consolidated Statements of Other Comprehensive Income](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Other%20Comprehensive%20Income) This section details components of comprehensive income beyond net income, such as unrealized gains or losses on financial instruments Condensed Consolidated Statements of Other Comprehensive Income (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net income | $10,663 | $4,985 | $44,262 | $23,161 | | Unrealized loss on interest rate swaps, net of taxes | $(251) | $(6) | $(92) | $(539) | | Comprehensive income | $10,412 | $4,979 | $44,170 | $22,622 | [Condensed Consolidated Statements of Shareholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%27%20Equity) This section tracks changes in the company's equity over time, reflecting net income, stock-based compensation, and share transactions - Total shareholders' equity increased from **$260.2 million** at September 30, 2024, to **$306.8 million** at June 30, 2025, primarily driven by net income and stock-based compensation[16](index=16&type=chunk)[24](index=24&type=chunk) - Retained earnings significantly increased from **$38.5 million** at September 30, 2024, to **$82.8 million** at June 30, 2025[16](index=16&type=chunk)[24](index=24&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=13&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section reports the cash generated and used by the company across operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (in thousands) | Metric | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :-------------------- | :------------------------------ | :------------------------------ | | Net cash provided by operating activities | $40,226 | $18,361 | | Net cash used in investing activities | $(78,273) | $(16,508) | | Net cash used in financing activities | $(56,026) | $(39,661) | | Change in cash, cash equivalents and restricted cash | $(94,073) | $(37,808) | | Cash, cash equivalents and restricted cash, end of period | $73,399 | $119,116 | - Operating cash flow more than **doubled** year-over-year, reaching **$40.2 million** for the nine months ended June 30, 2025[29](index=29&type=chunk) - Significant cash was used in investing activities (**$78.3 million**) primarily for held-to-maturity investments and property and equipment purchases[29](index=29&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=15&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the condensed consolidated financial statements [Note 1 - Nature of the Business](index=15&type=section&id=Note%201%20-%20Nature%20of%20the%20Business) This note describes the company's business as a workforce solutions provider in transportation, skilled trades, and healthcare education - Universal Technical Institute, Inc. is a workforce solutions provider offering transportation, skilled trades, and healthcare education programs through two reportable segments: UTI and Concorde[33](index=33&type=chunk) - UTI operates **15 campuses** in nine states, focusing on transportation and skilled trades, including manufacturer-specific training Concorde operates **17 campuses** and online, offering allied health, dental, nursing, patient care, and diagnostic programs[33](index=33&type=chunk)[34](index=34&type=chunk) - Primary revenue source is student tuition and fees, largely funded by federal financial aid programs (Title IV) and veterans' benefits[36](index=36&type=chunk) [Note 2 - Basis of Presentation](index=15&type=section&id=Note%202%20-%20Basis%20of%20Presentation) This note explains the preparation of the unaudited interim financial statements in accordance with GAAP and Form 10-Q instructions - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP for interim financial information and Form 10-Q instructions, including normal and recurring adjustments[37](index=37&type=chunk) - No material changes in significant accounting policies or estimates from the 2024 Annual Report on Form 10-K[39](index=39&type=chunk) [Note 3 - Recent Accounting Pronouncements](index=16&type=section&id=Note%203%20-%20Recent%20Accounting%20Pronouncements) This note outlines recently issued accounting standards updates and their potential impact on the company's financial reporting - ASU 2023-07 (Segment Reporting) is effective for fiscal 2025 10-K and Q1 2026 10-Q, requiring enhanced segment disclosures[41](index=41&type=chunk) - ASU 2023-09 (Income Taxes) is effective for fiscal 2026 10-K, enhancing income tax disclosures[42](index=42&type=chunk) - ASU 2025-05 (Financial Instruments – Credit Losses) is effective for annual periods beginning after December 15, 2025, introducing a practical expedient for credit loss measurement on receivables[43](index=43&type=chunk) - ASU 2024-03 (Expense Disaggregation Disclosures) is effective for annual periods beginning after December 15, 2026, requiring additional disclosure of income statement expenses[44](index=44&type=chunk) [Note 4 - Revenue from Contracts with Customers](index=17&type=section&id=Note%204%20-%20Revenue%20from%20Contracts%20with%20Customers) This note details the company's revenue recognition policies, primarily from student tuition and fees, and related contract balances - Revenues primarily consist of student tuition and fees, recognized ratably over the course or program term, after discounts, scholarships, and refunds[45](index=45&type=chunk) - Supplemental revenues come from textbook/supply sales and training/staffing services, recognized as goods/services are transferred[46](index=46&type=chunk) Receivables and Deferred Revenue (in thousands) | Metric | June 30, 2025 | September 30, 2024 | | :-------------------- | :------------ | :----------------- | | Receivables | $87,347 | $72,080 | | Deferred revenue | $67,043 | $92,538 | [Note 5 - Investments](index=17&type=section&id=Note%205%20-%20Investments) This note describes the company's investments in short-term corporate and government bonds, classified as held-to-maturity - In February 2025, the company invested in short-term corporate and government bonds, classified as held-to-maturity, with a minimum credit rating of A[49](index=49&type=chunk) Investment Portfolio (in thousands) | Investment Type | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Market Value | | :----------------------------- | :------------- | :--------------------- | :---------------------- | :-------------------------- | | Corporate and government bonds due in less than 1 year | $47,162 | $2 | $(20) | $47,144 | | Corporate and government bonds due in more than 1 year | $5,566 | $3 | $— | $5,569 | [Note 6 - Fair Value Measurements](index=18&type=section&id=Note%206%20-%20Fair%20Value%20Measurements) This note explains the company's use of a three-tier fair value hierarchy for measuring financial assets and liabilities - The company uses a three-tier fair value hierarchy (Level 1, 2, 3) to rank the quality and reliability of information used for fair value measurements[53](index=53&type=chunk) Fair Value Measurements (in thousands) | Asset/Liability | June 30, 2025 Fair Value | Level 1 | Level 2 | Level 3 | | :----------------------------- | :----------------------- | :------ | :------ | :------ | | Money market funds | $51,964 | $51,964 | $— | $— | | Corporate and government bonds | $52,713 | $52,713 | $— | $— | | Notes receivable | $46,518 | $— | $— | $46,518 | | Revolving credit facility and term loans | $70,001 | $— | $70,001 | $— | [Note 7 - Property and Equipment, net](index=19&type=section&id=Note%207%20-%20Property%20and%20Equipment%2C%20net) This note provides details on the company's property and equipment, including gross amounts, accumulated depreciation, and net book value Property and Equipment, net (in thousands) | Category | June 30, 2025 | September 30, 2024 | | :---------------------- | :------------ | :----------------- | | Property and equipment, gross | $467,236 | $473,001 | | Less: Accumulated depreciation and amortization | $(199,519) | $(208,204) | | Property and equipment, net | $267,717 | $264,797 | - Depreciation expense was **$8.1 million** for the three months and **$23.8 million** for the nine months ended June 30, 2025[55](index=55&type=chunk) [Note 8 - Leases](index=19&type=section&id=Note%208%20-%20Leases) This note details the company's lease arrangements for facilities, including lease expenses and liabilities, and new campus leases - The company has facility leases at **29 of 32 operating campuses** and two non-campus locations, with new leases recorded for future campuses in Fort Myers, Atlanta, and Denver during the nine months ended June 30, 2025[56](index=56&type=chunk)[63](index=63&type=chunk) Lease Expense (in thousands) | Lease Expense | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :--------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Operating lease expense | $8,428 | $7,603 | $23,693 | $22,862 | | Total net lease expense | $11,395 | $10,561 | $32,343 | $31,207 | Lease Liabilities (in thousands) | Lease Liabilities | June 30, 2025 | September 30, 2024 | | :------------------------------- | :------------ | :----------------- | | Operating lease liabilities, current portion | $18,733 | $22,210 | | Operating lease liabilities (non-current) | $168,508 | $146,831 | | Total lease liabilities | $191,318 | $173,809 | [Note 9 - Accounts Payable and Accrued Expenses](index=21&type=section&id=Note%209%20-%20Accounts%20Payable%20and%20Accrued%20Expenses) This note provides a breakdown of the company's accounts payable and various accrued expenses at specific reporting dates Accounts Payable and Accrued Expenses (in thousands) | Category | June 30, 2025 | September 30, 2024 | | :---------------------- | :------------ | :----------------- | | Accounts payable | $22,840 | $26,273 | | Accrued compensation and benefits | $45,398 | $35,660 | | Total accounts payable and accrued expenses | $91,278 | $83,866 | [Note 10 - Debt](index=22&type=section&id=Note%2010%20-%20Debt) This note details the company's debt instruments, including revolving credit facilities, term loans, and finance leases, along with covenant compliance Debt (in thousands) | Debt Type | Interest Rate | Maturity Date | June 30, 2025 Carrying Value | September 30, 2024 Carrying Value | | :----------------------- | :------------ | :------------ | :----------------------------- | :-------------------------------- | | Revolving Credit Facility | 6.14% | Nov 2027 | $6,000 | $56,000 | | Avondale Term Loan | 6.37% | May 2028 | $27,726 | $28,390 | | Lisle Term Loan | 6.32% | Apr 2029 | $36,275 | $36,929 | | Finance lease | 6.02% | Jan 2029 | $4,077 | $4,768 | | Total debt, net | | | $73,764 | $125,704 | - The company repaid **$50.0 million** net on the Revolving Credit Facility during the nine months ended June 30, 2025, and further repaid **$6.0 million** in July 2025[68](index=68&type=chunk)[195](index=195&type=chunk) - A **$19.6 million** letter of credit was issued in July 2025 to the ED to lift core growth restrictions on Concorde and MIAT campuses, reducing Revolving Credit Facility availability[69](index=69&type=chunk)[182](index=182&type=chunk) - The company was not in compliance with the Quick Ratio covenant (**0.62** vs. required **0.65**) as of June 30, 2025, but obtained a waiver from Fifth Third Bank[73](index=73&type=chunk)[183](index=183&type=chunk) [Note 11 - Derivative Financial Instruments](index=24&type=section&id=Note%2011%20-%20Derivative%20Financial%20Instruments) This note describes the company's use of interest rate swap agreements to manage interest rate risk, designated as cash flow hedges - The company uses interest rate swap agreements (Avondale Swap and Lisle Swap) to fix interest rates on **50%** of the principal amounts of its term loans, designated as effective cash flow hedges[76](index=76&type=chunk) Interest Rate Swaps (in thousands) | Interest Rate Swaps | June 30, 2025 Fair Value | September 30, 2024 Fair Value | | :--------------------------------- | :----------------------- | :---------------------------- | | Other current assets | $486 | $497 | | Other assets | $615 | $726 | | Total fair value of assets designated as hedging instruments | $1,101 | $1,223 | - An estimated **$0.5 million** from accumulated other comprehensive income related to interest rate swaps will be reclassified to interest expense within the next twelve months[77](index=77&type=chunk) [Note 12 - Income Taxes](index=25&type=section&id=Note%2012%20-%20Income%20Taxes) This note presents the company's income tax expense, effective tax rates, and factors causing deviations from the federal statutory rate Income Tax Expense and Effective Tax Rate | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :----- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Income tax expense (in thousands) | $3,689 | $1,772 | $14,453 | $7,699 | | Effective income tax rate | 25.7% | 26.2% | 24.6% | 24.9% | - The effective tax rate differed from the **21%** federal statutory rate primarily due to non-deductible executive compensation, stock-based compensation, R&D tax credits, and state/local taxes[80](index=80&type=chunk) - The company is assessing the impact of the recently enacted One Big Beautiful Bill Act (OBBBA) on its annual results for fiscal 2025[82](index=82&type=chunk) [Note 13 - Restructuring Costs](index=26&type=section&id=Note%2013%20-%20Restructuring%20Costs) This note outlines costs associated with the consolidation of UTI's Houston campuses, including student financing and employee termination expenses - UTI consolidated two Houston campus locations, completing the transition during Q1 fiscal 2025, reducing UTI campuses from **16 to 15**[84](index=84&type=chunk) - Total estimated restructuring costs are **$1.2 million**, with **$0.2 million** incurred through June 30, 2025, primarily for student financing, employee termination, and tools[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk) - A remaining potential cost of up to **$1.0 million** relates to federal loan discharges[88](index=88&type=chunk) [Note 14 - Commitments and Contingencies](index=26&type=section&id=Note%2014%20-%20Commitments%20and%20Contingencies) This note discloses the company's exposure to various legal proceedings, investigations, and regulatory matters in the ordinary course of business - The company is periodically subject to lawsuits, arbitrations, investigations, and regulatory proceedings in the ordinary course of business[89](index=89&type=chunk) - No material legal proceedings are currently pending, but adverse outcomes could materially affect business, cash flows, results of operations, or financial condition[90](index=90&type=chunk) [Note 15 - Shareholders' Equity](index=26&type=section&id=Note%2015%20-%20Shareholders%27%20Equity) This note details changes in shareholders' equity, including preferred stock conversion and common stock repurchase plan information - As of June 30, 2025, no shares of Series A Convertible Preferred Stock remain outstanding, following a repurchase of **33,300 shares** and conversion of remaining shares into **19,296,843 common shares** on December 18, 2023[92](index=92&type=chunk)[93](index=93&type=chunk) - The company has a **$35.0 million** share repurchase plan authorized in December 2020, but no shares have been repurchased under this plan during the nine months ended June 30, 2025 or 2024[94](index=94&type=chunk) [Note 16 - Earnings per Share](index=27&type=section&id=Note%2016%20-%20Earnings%20per%20Share) This note provides the calculation of basic and diluted earnings per share, reflecting net income and weighted average shares outstanding Earnings per Share | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :----- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net income available to common shareholders (in thousands) | $10,663 | $4,985 | $44,262 | $19,209 | | Weighted average basic shares outstanding (in thousands) | 54,412 | 53,805 | 54,260 | 47,956 | | Basic income per share | $0.20 | $0.09 | $0.82 | $0.40 | | Diluted income per common share | $0.19 | $0.09 | $0.80 | $0.39 | - The two-class method for EPS calculation is no longer applicable after the preferred stock conversion on December 18, 2023[95](index=95&type=chunk)[99](index=99&type=chunk) [Note 17 - Segment Information](index=28&type=section&id=Note%2017%20-%20Segment%20Information) This note presents financial data for the company's two reportable segments, UTI and Concorde, detailing revenues and operational income - The company operates in two reportable segments: Universal Technical Institute (UTI) and Concorde Career Colleges (Concorde), with 'Corporate' expenses unallocated[99](index=99&type=chunk) Segment Performance (Three Months Ended June 30, 2025, in thousands) | Metric | UTI | Concorde | Consolidated | | :-------------------- | :--------------- | :-------------------- | :------------------------ | | Revenues | $131,463 | $72,835 | $204,298 | | Income (loss) from operations | $19,870 | $5,929 | $14,152 | | Net income (loss) | $18,583 | $5,890 | $10,663 | Segment Performance (Nine Months Ended June 30, 2025, in thousands) | Metric | UTI | Concorde | Consolidated | | :-------------------- | :--------------- | :-------------------- | :------------------------ | | Revenues | $397,169 | $216,005 | $613,174 | | Income (loss) from operations | $66,762 | $26,006 | $58,483 | | Net income (loss) | $63,090 | $25,892 | $44,262 | [Note 18 - Government Regulation and Financial Aid](index=29&type=section&id=Note%2018%20-%20Government%20Regulation%20and%20Financial%20Aid) This note discusses the regulatory environment, including participation in federal student aid programs and the impact of recent legislative changes - Institutions participate in federal student aid programs (Title IV of HEA) and other federal sources, requiring state authorization, accreditation, and ED certification[103](index=103&type=chunk)[104](index=104&type=chunk) - The recently enacted OBBBA revised Title IV Programs, conditioning eligibility on earnings benchmarks and potentially limiting funding, with an unknown impact at this time[105](index=105&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes the company's financial performance, condition, and liquidity, covering student metrics, operational results, and strategic execution [Company Overview](index=30&type=section&id=Company%20Overview) This section provides an overview of Universal Technical Institute, Inc. as a leading workforce solutions provider in specialized education - Universal Technical Institute, Inc. is a leading workforce solutions provider in transportation, skilled trades, and healthcare education, utilizing a blended learning model[108](index=108&type=chunk) - All campuses are accredited and eligible for federal student financial assistance under Title IV Programs and other federal sources[112](index=112&type=chunk) [Overview of the Three and Nine Months Ended June 30, 2025](index=31&type=section&id=Overview%20of%20the%20Three%20and%20Nine%20Months%20Ended%20June%2030%2C%202025) This section summarizes key financial and student enrollment trends for the recent three and nine-month periods, highlighting growth drivers Student Metrics | Student Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | % Change | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | % Change | | :------------- | :------------------------------- | :------------------------------- | :------- | :------------------------------ | :------------------------------ | :------- | | Consolidated Total new student starts | 5,721 | 5,567 | 2.8% | 17,684 | 15,393 | 14.9% | | Consolidated Average full-time active students | 23,757 | 21,079 | 12.7% | 24,474 | 21,987 | 11.3% | | Consolidated End of period full-time active students | 22,369 | 20,128 | 11.1% | 22,369 | 20,128 | 11.1% | - Increases in student metrics were driven by new program rollouts and increased student demand across both UTI and Concorde segments[114](index=114&type=chunk) - Consolidated revenues increased by **15.1%** to **$204.3 million** for the three months and **14.3%** to **$613.2 million** for the nine months ended June 30, 2025, primarily due to higher average full-time active students[116](index=116&type=chunk)[117](index=117&type=chunk) - Income from operations significantly increased to **$14.2 million** (3 months) and **$58.5 million** (9 months), driven by increased revenues and ongoing operational efficiency improvements[118](index=118&type=chunk) [Business Strategy](index=32&type=section&id=Business%20Strategy) This section outlines the company's 'North Star strategy' focused on growth, diversification, and operational efficiency through new campuses and programs - The 'North Star strategy' focuses on three core tenets: growing the business by penetrating existing and new markets, diversifying by adding new locations/programs, and optimizing operational efficiency[119](index=119&type=chunk) - Strategic executions include announcing new UTI campuses in Atlanta and San Antonio (opening 2026), a new Concorde co-branded campus in Fort Myers (opening early fiscal 2026), and expanding programs like Tesla's START Collision Repair, HVACR, and Battery Hybrid Electric Vehicle/EV courses[122](index=122&type=chunk) - New partnerships with FirstCall Mechanical and Loftin Equipment Company were established for early employment programs for students[122](index=122&type=chunk) [Regulatory Environment](index=32&type=section&id=Regulatory%20Environment) This section discusses the highly regulated industry, particularly government-sponsored student assistance programs and recent legislative impacts - The company operates in a highly regulated industry, subject to government-sponsored student assistance programs, primarily Title IV of the HEA[121](index=121&type=chunk)[103](index=103&type=chunk) - Recent amendments to the HEA under the OBBBA may impact program eligibility and Title IV funding, with the full effect currently unknown[121](index=121&type=chunk)[105](index=105&type=chunk) [Results of Operations: Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024](index=33&type=section&id=Results%20of%20Operations%3A%20Three%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20Three%20Months%20Ended%20June%2030%2C%202024) This section provides a detailed comparison of revenues, expenses, and profitability for the three-month periods, analyzing key drivers Results of Operations (Three Months Ended June 30, in millions) | Metric | 3M Ended June 30, 2025 | 3M Ended June 30, 2024 | % of Revenues 2025 | % of Revenues 2024 | | :----- | :--------------------- | :--------------------- | :----------------- | :----------------- | | Revenues | $204.3 million | $177.5 million | 100.0% | 100.0% | | Educational services and facilities | $105.6 million | $95.3 million | 51.7% | 53.7% | | Selling, general and administrative | $84.5 million | $74.7 million | 41.4% | 42.1% | | Income from operations | $14.2 million | $7.4 million | 6.9% | 4.2% | | Net income | $10.7 million | $5.0 million | 5.2% | 2.8% | - UTI revenues increased by **12.2%** to **$131.5 million**, and Concorde revenues increased by **20.7%** to **$72.8 million**, both driven by higher average full-time active students[126](index=126&type=chunk)[127](index=127&type=chunk) - Educational services and facilities expenses increased due to higher student volumes and business strategy execution, partially offset by operational cost savings[128](index=128&type=chunk) - Selling, general and administrative expenses increased primarily due to costs associated with business strategies, including higher advertising and marketing, and increased provision for credit losses[135](index=135&type=chunk)[137](index=137&type=chunk)[139](index=139&type=chunk) [Results of Operations: Nine Months Ended June 30, 2025 Compared to Nine Months Ended June 30, 2024](index=36&type=section&id=Results%20of%20Operations%3A%20Nine%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20Nine%20Months%20Ended%20June%2030%2C%202024) This section provides a detailed comparison of revenues, expenses, and profitability for the nine-month periods, analyzing key drivers Results of Operations (Nine Months Ended June 30, in millions) | Metric | 9M Ended June 30, 2025 | 9M Ended June 30, 2024 | % of Revenues 2025 | % of Revenues 2024 | | :----- | :--------------------- | :--------------------- | :----------------- | :----------------- | | Revenues | $613.2 million | $536.3 million | 100.0% | 100.0% | | Educational services and facilities | $308.2 million | $285.2 million | 50.3% | 53.2% | | Selling, general and administrative | $246.5 million | $218.3 million | 40.2% | 40.7% | | Income from operations | $58.5 million | $32.9 million | 9.5% | 6.1% | | Net income | $44.3 million | $23.2 million | 7.2% | 4.3% | - UTI revenues increased by **11.6%** to **$397.2 million**, and Concorde revenues increased by **19.7%** to **$216.0 million**, driven by increases in new student starts and average full-time active students[147](index=147&type=chunk)[148](index=148&type=chunk) - Educational services and facilities expenses increased due to higher student volumes and new program launches, partially offset by a **$5.2 million** decrease in student housing expenses for UTI[149](index=149&type=chunk)[152](index=152&type=chunk) - Selling, general and administrative expenses increased due to headcount growth, increased advertising and marketing, and a **$5.2 million** increase in the provision for credit losses for Concorde[156](index=156&type=chunk)[158](index=158&type=chunk)[160](index=160&type=chunk)[163](index=163&type=chunk) [Non-GAAP Financial Measures](index=41&type=section&id=Non-GAAP%20Financial%20Measures) This section presents non-GAAP financial measures like EBITDA, providing additional insights into the company's operational performance Non-GAAP Financial Measures (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net income | $10,663 | $4,985 | $44,262 | $23,161 | | EBITDA | $22,616 | $14,842 | $83,058 | $54,784 | - EBITDA is presented as a non-GAAP measure to supplement GAAP results, clarify operations, identify trends, and compare performance consistently[175](index=175&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's ability to meet its financial obligations and fund operations, detailing cash flows, debt, and available capital - The company believes current cash flows, cash on hand (**$70.7 million** as of June 30, 2025), short-term investments, and the Revolving Credit Facility (**$119.0 million** available) will meet liquidity needs[177](index=177&type=chunk)[178](index=178&type=chunk) - Strategic uses of cash may include acquisitions, real estate purchases, student funding alternatives, and common stock repurchases[179](index=179&type=chunk)[180](index=180&type=chunk) - Long-term debt outstanding was **$74.1 million** as of June 30, 2025, including term loans, a finance lease, and the Revolving Credit Facility[181](index=181&type=chunk) - Net cash provided by operating activities was **$40.2 million** for the nine months ended June 30, 2025, a significant increase from **$18.4 million** in the prior year[189](index=189&type=chunk) - Cash used in investing activities was **$78.3 million**, primarily for held-to-maturity investments (**$54.6 million**) and property and equipment (**$25.5 million**)[193](index=193&type=chunk) - Cash used in financing activities was **$56.0 million**, mainly due to net payments on the Revolving Credit Facility (**$50.0 million**)[195](index=195&type=chunk) [Seasonality and Trends](index=44&type=section&id=Seasonality%20and%20Trends) This section discusses the seasonal fluctuations in the company's operating results due to changes in student enrollment patterns - Operating results fluctuate seasonally due to changes in student population, with UTI typically having lower student populations in Q3 (summer) and higher in Q4[197](index=197&type=chunk) - Concorde generally sees higher student populations in January and August-October for core programs, and February for clinical programs[197](index=197&type=chunk) [Critical Accounting Policies and Estimates](index=44&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section confirms no significant changes to critical accounting policies and estimates from the prior annual report - No significant changes in critical accounting policies and estimates during the nine months ended June 30, 2025, from those disclosed in the 2024 Annual Report on Form 10-K[198](index=198&type=chunk) [Recent Accounting Pronouncements](index=44&type=section&id=Recent%20Accounting%20Pronouncements) This section refers to Note 3 for detailed information on recently issued accounting pronouncements - Information regarding recent accounting pronouncements is detailed in Note 3 of the condensed consolidated financial statements[199](index=199&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there have been no material changes in the company's market risk exposure during the nine months ended June 30, 2025, as compared to the disclosures in the 2024 Annual Report on Form 10-K - No material changes in market risk exposure during the nine months ended June 30, 2025[200](index=200&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures and reports no material changes in internal control over financial reporting - Disclosure controls and procedures were effective as of June 30, 2025, providing reasonable assurance that required information is recorded, processed, summarized, and reported timely[201](index=201&type=chunk) - No material changes in internal control over financial reporting occurred during the three months ended June 30, 2025[202](index=202&type=chunk) - Management acknowledges that control systems provide only reasonable, not absolute, assurance and have inherent limitations, including potential for error, fraud, or management override[203](index=203&type=chunk) [Part II. Other Information](index=46&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) This section states that while the company is periodically subject to legal matters, no material proceedings are currently pending - The company is periodically subject to lawsuits, demands in arbitration, investigations, regulatory proceedings, or other claims[204](index=204&type=chunk) - No material legal proceedings are currently a party to, but cannot predict with certainty the ultimate resolution of potential claims[204](index=204&type=chunk) [Item 1A. Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) This section notes no material changes to risk factors, except for the potential impact of the One Big Beautiful Bill Act on Title IV Programs - No material changes to risk factors from the 2024 Annual Report on Form 10-K, except for the impact of the One Big Beautiful Bill Act (OBBBA)[205](index=205&type=chunk)[206](index=206&type=chunk) - The OBBBA revised Title IV Programs, potentially conditioning program eligibility on earnings benchmarks and limiting funding, with an unknown impact on student population, revenues, and profit margin[206](index=206&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports no unregistered sales of equity securities or use of proceeds during the period - None to report[207](index=207&type=chunk) [Item 3. Defaults upon Senior Securities](index=46&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) This section confirms that there were no defaults upon senior securities to report during the period - None to report[208](index=208&type=chunk) [Item 4. Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the company's operations - Not applicable[209](index=209&type=chunk) [Item 5. Other Information](index=46&type=section&id=Item%205.%20Other%20Information) This section reports no adoption or termination of Rule 10b5-1 or non-Rule 10b5-1 trading arrangements by directors or officers - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[211](index=211&type=chunk) [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including certifications and XBRL interactive data files - Includes certifications of CEO and CFO (Sections 302 and 906 of Sarbanes-Oxley Act) and XBRL interactive data files[212](index=212&type=chunk) [Signatures](index=48&type=section&id=SIGNATURES) This section confirms the report's official signing by the Executive Vice President and Chief Financial Officer and the Vice President and Chief Accounting Officer - The report was duly signed on August 7, 2025, by Bruce Schuman, Executive Vice President and Chief Financial Officer, and Christine C.S. Kline, Vice President and Chief Accounting Officer[216](index=216&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk)

Exhibit 99.1 QT Imaging Announces Continuous Strong Revenue Growth and Enhanced Balance Sheet in the Second Quarter 2025 Announces New 'QTI Cloud Platform' as it Accelerates Its Transformation into a Precision Imaging AI Company NOVATO, CA – Aug 7, 2025 – QT Imaging Holdings, Inc. (OTCQB: QTIH) ("QT Imaging" or the "Company"), a medical device company engaged in research, development, and commercialization of innovative body imaging systems, today announced financial results for the three and six months end ...

Exhibit 99.1 QT Imaging Announces Continuous Strong Revenue Growth and Enhanced Balance Sheet in the Second Quarter 2025 Generated Revenue of $3.7 Million with 50% Gross Margin The Company Pursuing Uplisting to Nasdaq Addressed and Removed the Warrant Liability Through Amendments to the Lynrock Lake and Yorkville Warrant Agreements Announces New 'QTI Cloud Platform' as it Accelerates Its Transformation into a Precision Imaging AI Company NOVATO, CA – Aug 7, 2025 – QT Imaging Holdings, Inc. (OTCQB: QTIH) ("Q ...

[Executive Summary & Company Information](index=1&type=section&id=Executive%20Summary%20%26%20Company%20Information) [Company Overview](index=1&type=section&id=About%20UGI) UGI Corporation is a diversified energy company operating in the US and Europe, offering a range of energy products and services - UGI Corporation (NYSE: UGI) is a distributor and marketer of energy products and services in the US and Europe[4](index=4&type=chunk) - UGI offers safe, reliable, affordable, and sustainable energy solutions through subsidiaries providing natural gas transmission and distribution, electric generation and distribution, midstream services, propane distribution, renewable natural gas generation, distribution and marketing, and energy marketing services[4](index=4&type=chunk) [Third Quarter 2025 Highlights](index=1&type=section&id=HIGHLIGHTS) UGI reported Q3 2025 GAAP diluted EPS of $(0.76) and adjusted diluted EPS of $(0.01), alongside $150 million from strategic asset sales Q3 and YTD Financial Performance Highlights | Metric | Q3 2025 | Q3 2024 | Change (YoY) | YTD 2025 | YTD 2024 | Change (YoY) | | :----- | :------ | :------ | :----------- | :------- | :------- | :----------- | | GAAP diluted EPS | $(0.76) | $(0.23) | $(0.53) | $3.16 | $2.52 | $0.64 | | Adjusted diluted EPS | $(0.01) | $0.06 | $(0.07) | $3.55 | $3.22 | $0.33 | | Reportable segments EBIT | N/A | N/A | N/A | $1,184 million | $1,185 million | $(1) million | - Executed on strategic portfolio optimization initiative, generating approximately **$150 million** from asset sales in the Global LPG businesses (Hawaii, Italy, and a small cylinder business in the UK)[5](index=5&type=chunk) [CEO Commentary](index=1&type=section&id=CEO%20Commentary) CEO Bob Flexon highlighted outstanding year-to-date results, attributing success to asset strength, operational excellence, and AmeriGas improvements - Achieved **outstanding year-to-date results** showcasing the strength of the asset portfolio and team's commitment to safely and reliably deliver energy solutions[2](index=2&type=chunk) - Unwavering focus on driving superior business performance, operational excellence, and creating greater financial flexibility[2](index=2&type=chunk) - Encouraged by the cultural transformation underway and customer-focused operational improvements being implemented at AmeriGas to strengthen performance[2](index=2&type=chunk) [Fiscal Year 2025 Outlook](index=1&type=section&id=Fiscal%20Year%202025%20Outlook) UGI anticipates Fiscal 2025 adjusted EPS to reach the top end of its guidance range - Expect to be at the **top end of Fiscal 2025 adjusted EPS guidance range of $3.00 - $3.15 per share**[5](index=5&type=chunk) [Important Disclosures](index=3&type=section&id=Important%20Disclosures) [Use of Non-GAAP Measures](index=3&type=section&id=USE%20OF%20NON-GAAP%20MEASURES) Management uses non-GAAP measures, such as 'adjusted net income' and 'adjusted diluted EPS,' for performance assessment, excluding derivative and discrete items - Management uses 'adjusted net income attributable to UGI Corporation' and 'adjusted diluted EPS' to evaluate UGI's overall performance[8](index=8&type=chunk) - Non-GAAP measures eliminate impacts of (1) gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and (2) other significant discrete items that affect period-over-period comparisons[8](index=8&type=chunk) - Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, comparable GAAP measures[9](index=9&type=chunk) [Use of Forward-Looking Statements](index=3&type=section&id=USE%20OF%20FORWARD-LOOKING%20STATEMENTS) This press release contains forward-looking statements, subject to risks and uncertainties, which UGI will not publicly update unless legally mandated - This press release contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933)[11](index=11&type=chunk) - Actual results may differ significantly due to risks and uncertainties that are difficult to predict and many of which are beyond management's control[11](index=11&type=chunk) - UGI undertakes no obligation (and expressly disclaims any obligation) to update publicly any forward-looking statement, except as required by federal securities laws[11](index=11&type=chunk) [Segment Performance Analysis](index=4&type=section&id=SEGMENT%20RESULTS) [Utilities Segment](index=4&type=section&id=Utilities) The Utilities segment reported a 12% revenue increase but a 23% EBIT decrease in Q3 2025, primarily due to higher operating expenses and depreciation Utilities Segment Financials (Q3 YoY) | Metric | Q3 2025 ($M) | Q3 2024 ($M) | Change ($M) | Change (%) | | :----- | :----------- | :----------- | :---------- | :--------- | | Revenues | 287 | 257 | 30 | 12% | | Total margin | 168 | 164 | 4 | 2% | | Operating & admin expenses | 96 | 86 | 10 | 12% | | Operating income | 29 | 37 | (8) | (22)% | | EBIT | 30 | 39 | (9) | (23)% | | Capital expenditures | 146 | 126 | 20 | 16% | - Gas Utility service territory experienced temperatures **25% colder** than the prior-year period[12](index=12&type=chunk) - Total Gas Utility volumes increased **5%** largely due to an increase in large firm delivery service volumes[13](index=13&type=chunk) - Operating income decreased **$8 million** as higher total margin (**$4 million**) was more than offset by higher operating and administrative expenses (**$10 million**) and increased depreciation expense (**$2 million**)[14](index=14&type=chunk) [Midstream & Marketing Segment](index=4&type=section&id=Midstream%20%26%20Marketing) The Midstream & Marketing segment reported a 10% revenue increase but a 37% EBIT decrease in Q3 2025, driven by a 10% total margin decline from lower midstream and power generation margins Midstream & Marketing Segment Financials (Q3 YoY) | Metric | Q3 2025 ($M) | Q3 2024 ($M) | Change ($M) | Change (%) | | :----- | :----------- | :----------- | :---------- | :--------- | | Revenues | 278 | 253 | 25 | 10% | | Total margin | 77 | 86 | (9) | (10)% | | Operating & admin expenses | 32 | 30 | 2 | 7% | | Operating income | 27 | 41 | (14) | (34)% | | EBIT | 27 | 43 | (16) | (37)% | | Capital expenditures | 30 | 40 | (10) | (25)% | - Temperatures were **22% colder** than the prior-year period[15](index=15&type=chunk) - Total margin decreased **$9 million** largely due to lower midstream margins (**$7 million**) from reduced natural gas gathering and processing, and the absence of power generation margin (**$5 million**) associated with the sale of Hunlock Creek, partially offset by higher margins from gas marketing activities (**$4 million**)[16](index=16&type=chunk) - Operating income decreased **$14 million** largely due to lower total margin (**$9 million**), lower other operating income (**$6 million**), and higher operating and administrative expenses (**$2 million**)[17](index=17&type=chunk) [UGI International Segment](index=5&type=section&id=UGI%20International) UGI International reported a 4% revenue decrease and a 25% EBIT decrease in Q3 2025, mainly due to a 9% decline in retail LPG volumes and reduced unit margins UGI International Segment Financials (Q3 YoY) | Metric | Q3 2025 ($M) | Q3 2024 ($M) | Change ($M) | Change (%) | | :----- | :----------- | :----------- | :---------- | :--------- | | Revenues | 437 | 455 | (18) | (4)% | | Total margin | 192 | 211 | (19) | (9)% | | Operating & admin expenses | 129 | 138 | (9) | (7)% | | Operating income | 43 | 57 | (14) | (25)% | | EBIT | 43 | 57 | (14) | (25)% | | LPG retail gallons sold (millions) | 139 | 152 | (13) | (9)% | - Temperatures were **16% warmer** than the prior-year period[23](index=23&type=chunk) - Retail volumes were **9% lower** due to continued structural conservation, the absence of certain customers who previously converted from natural gas to LPG, and the effects of warmer weather[23](index=23&type=chunk) - Total margin decreased **$19 million** primarily due to lower retail volumes and reduced LPG unit margins, partially offset by the translation effects of stronger foreign currencies (**~$10 million**)[23](index=23&type=chunk) [AmeriGas Propane Segment](index=5&type=section&id=AmeriGas%20Propane) AmeriGas Propane reported a 2% revenue decrease and a 4% operating loss increase in Q3 2025, with retail gallons down 3% due to attrition, largely offset by higher LPG unit margins AmeriGas Propane Segment Financials (Q3 YoY) | Metric | Q3 2025 ($M) | Q3 2024 ($M) | Change ($M) | Change (%) | | :----- | :----------- | :----------- | :---------- | :--------- | | Revenues | 434 | 445 | (11) | (2)% | | Total margin | 227 | 228 | (1) | 0% | | Operating & admin expenses | 220 | 219 | 1 | 0% | | Operating loss / loss before interest expense and income taxes | (28) | (27) | (1) | 4% | | Retail gallons sold (millions) | 138 | 142 | (4) | (3)% | - Temperatures were **5% colder** than the prior-year period[21](index=21&type=chunk) - Retail gallons decreased **3%** due to the effect of net customer attrition[21](index=21&type=chunk) - Total margin was fairly comparable to prior year as the impact of lower LPG volumes was substantially offset by higher LPG unit margins[21](index=21&type=chunk) [Consolidated Financial Results](index=6&type=section&id=REPORT%20OF%20EARNINGS%20%E2%80%93%20UGI%20CORPORATION) [Consolidated Income Statement](index=6&type=section&id=Consolidated%20Income%20Statement) UGI Corporation reported a 1% revenue increase to $1,394 million in Q3 2025, but net loss widened to $(163) million, driven by a substantial decline in total EBIT Consolidated Revenues by Segment (Q3 & YTD YoY) | Segment | Q3 2025 ($M) | Q3 2024 ($M) | Change ($M) | Change (%) | YTD 2025 ($M) | YTD 2024 ($M) | Change ($M) | Change (%) | | :------ | :----------- | :----------- | :---------- | :--------- | :------------ | :------------ | :---------- | :--------- | | Utilities | 287 | 257 | 30 | 12% | 1,545 | 1,396 | 149 | 11% | | Midstream & Marketing | 278 | 253 | 25 | 10% | 1,232 | 1,130 | 102 | 9% | | UGI International | 437 | 455 | (18) | (4)% | 1,725 | 1,853 | (128) | (7)% | | AmeriGas Propane | 434 | 445 | (11) | (2)% | 1,909 | 1,869 | 40 | 2% | | Corporate & Other | (42) | (30) | (12) | (40)% | (321) | (280) | (41) | (15)% | | **Total revenues** | **1,394** | **1,380** | **14** | **1%** | **6,090** | **5,968** | **122** | **2%** | Consolidated Earnings (Loss) Before Interest Expense and Income Taxes (Q3 & YTD YoY) | Segment | Q3 2025 ($M) | Q3 2024 ($M) | Change ($M) | Change (%) | YTD 2025 ($M) | YTD 2024 ($M) | Change ($M) | Change (%) | | :------ | :----------- | :----------- | :---------- | :--------- | :------------ | :------------ | :---------- | :--------- | | Utilities | 30 | 39 | (9) | (23)% | 412 | 400 | 12 | 3% | | Midstream & Marketing | 27 | 43 | (16) | (37)% | 276 | 298 | (22) | (7)% | | UGI International | 43 | 57 | (14) | (25)% | 296 | 305 | (9) | (3)% | | AmeriGas Propane | (28) | (27) | (1) | 4% | 200 | 182 | 18 | 10% | | **Total reportable segments** | **72** | **112** | **(40)** | **(36)%** | **1,184** | **1,185** | **(1)** | **0%** | | Corporate & Other | (199) | (71) | (128) | (180)% | (96) | (195) | 99 | (51)% | | **Total EBIT** | **(127)** | **41** | **(168)** | **(410)%** | **1,088** | **990** | **98** | **10%** | Consolidated Net Income and EPS (Q3 & YTD YoY) | Metric | Q3 2025 | Q3 2024 | Change | YTD 2025 | YTD 2024 | Change | | :----- | :------ | :------ | :----- | :------- | :------- | :----- | | Net income (loss) attributable to UGI Corporation ($M) | (163) | (48) | (115) | 691 | 542 | 149 | | Diluted EPS | $(0.76) | $(0.23) | $(0.53) | $3.16 | $2.52 | $0.64 | [Non-GAAP Financial Reconciliations](index=7&type=section&id=Non-GAAP%20Financial%20Measures%20-%20Adjusted%20Net%20Income%20Attributable%20to%20UGI%20and%20Adjusted%20Diluted%20Earnings%20Per%20Share.) [Adjusted Net Income Attributable to UGI](index=7&type=section&id=Adjusted%20net%20income%20(loss)%20attributable%20to%20UGI%20Corporation) Adjusted net income attributable to UGI Corporation for Q3 2025 was $(3) million, a decrease from $12 million, primarily due to excluding net losses on derivatives and business disposals Adjusted Net Income Attributable to UGI Corporation (Q3 & YTD YoY) | Metric | Q3 2025 ($M) | Q3 2024 ($M) | Change ($M) | YTD 2025 ($M) | YTD 2024 ($M) | Change ($M) | | :----- | :----------- | :----------- | :---------- | :------------ | :------------ | :---------- | | Net income (loss) attributable to UGI Corporation | (163) | (48) | (115) | 691 | 542 | 149 | | Total adjustments | 160 | 60 | 100 | 85 | 151 | (66) | | **Adjusted net income (loss) attributable to UGI Corporation** | **(3)** | **12** | **(15)** | **776** | **693** | **83** | - Key adjustments for Q3 2025 included **$81 million** for net losses on commodity derivative instruments, **$18 million** for unrealized losses on foreign currency derivative instruments, and **$53 million** for loss on disposals of businesses[25](index=25&type=chunk) [Adjusted Diluted Earnings Per Share](index=7&type=section&id=Adjusted%20diluted%20earnings%20(loss)%20per%20share) Adjusted diluted EPS for Q3 2025 was $(0.01), a decrease from $0.06, while year-to-date adjusted diluted EPS improved to $3.55, reflecting non-GAAP adjustments Adjusted Diluted Earnings Per Share (Q3 & YTD YoY) | Metric | Q3 2025 | Q3 2024 | Change | YTD 2025 | YTD 2024 | Change | | :----- | :------ | :------ | :----- | :------- | :------- | :----- | | UGI Corporation earnings (loss) per share — diluted (GAAP) | $(0.76) | $(0.23) | $(0.53) | $3.16 | $2.52 | $0.64 | | Total adjustments (per share) | $0.75 | $0.29 | $0.46 | $0.39 | $0.70 | $(0.31) | | **Adjusted diluted earnings (loss) per share** | **$(0.01)** | **$0.06** | **$(0.07)** | **$3.55** | **$3.22** | **$0.33** | - The diluted loss per share for the three months ended June 30, 2024, excluded **3.82 million** dilutive shares as their impact would have been antidilutive due to the net loss for the period[26](index=26&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x 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 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number: 001-12647 OFG Bancorp (Exact name of registrant as specified in its charter) 254 Muñoz Rivera Avenue 0 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _____________________________________ FORM 10-Q _____________________________________ (Mark One) x 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 o 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: 001-40693 RALLYBIO CORPORATI ...

Company Overview and Strategy This section outlines the company's strategic vision, mission, and future milestones, emphasizing its commitment to developing curative genetic therapies [Forward Looking Statements](index=2&type=section&id=Forward%20Looking%20Statements) This section contains standard forward-looking statements, cautioning that the presentation includes projections and expectations about future events, such as program development timelines, clinical trial results, and financial performance. These statements are based on current information and are subject to risks and uncertainties, and the company undertakes no obligation to update them - The presentation includes forward-looking statements regarding strategy, program development, clinical trial timing (**IND/CTA filings for AATD and Wilson's Disease in mid-2026**), potential of Prime Editing, and financial runway[2](index=2&type=chunk) - The company disclaims any obligation to update these statements and warns that actual results could differ materially from expectations due to various risks described in their SEC filings[2](index=2&type=chunk) [Company Mission and Strategic Roadmap](index=3&type=section&id=Company%20Mission%20and%20Strategic%20Roadmap) Prime Medicine aims to provide safe, effective, and curative treatments for diseases. The company outlines a strategic evolution from its 2019 discovery phase to achieving clinical validation between 2024-2026, with a focus on generating clinical data for multiple programs and leveraging platform modularity. Key upcoming milestones include filing INDs/CTAs for Wilson's Disease and AATD in 2026, with initial clinical data expected for both in 2027 - The company's mission is to develop safe, effective, and curative treatments that offer lifelong benefits to patients[4](index=4&type=chunk) Strategic Roadmap and Key Milestones | Year(s) | Key Objectives | | :--- | :--- | | **2025** | Prepare Wilson's Disease and AATD for 2026 clinical entry. Leverage business development. Build on initial positive clinical data from PM359 in CGD | | **2026** | File IND/CTA for Wilson's Disease (1H 2026) and AATD (mid-2026); initiate Phase 1 trials. Share in vivo proof-of-concept data for Cystic Fibrosis (CF) | | **2027+** | Announce initial clinical data for Wilson's Disease and AATD. File IND/CTA for CF and initiate Phase 1 trials. Relaunch programs in neurology and other large indications | - A core part of the strategy is to secure additional strategic partnerships to accelerate the pipeline and strengthen financial resources[9](index=9&type=chunk) Prime Editing Technology Platform This section details the Prime Editing technology, highlighting its broad capabilities, differentiated safety profile, and modularity as a versatile gene editing platform [Platform Capabilities and Clinical Proof of Concept](index=6&type=section&id=Platform%20Capabilities%20and%20Clinical%20Proof%20of%20Concept) Prime Editing is presented as a versatile gene editing technology capable of a wide range of edits, from small base pair corrections to large gene insertions (PASSIGE™). The company reports initial clinical proof of concept with its PM359 program for Chronic Granulomatous Disease (CGD). Data from the first two patients showed rapid engraftment, restoration of protein function (DHR positivity) to levels 3-4 times the therapeutic threshold, and improvement in inflammatory markers, with no serious adverse events attributed to PM359 - Prime Editing is designed with broad capabilities, including point mutation correction, insertions, deletions, and targeted full gene insertion (PASSIGE™)[11](index=11&type=chunk)[12](index=12&type=chunk) PM359 for CGD - Initial Clinical Data Highlights | Metric | Result | | :--- | :--- | | **Safety** | Tolerable conditioning, no serious adverse events attributed to PM359 | | **Engraftment** | Rapid neutrophil and platelet engraftment within 2-3 weeks | | **Efficacy (DHR)** | Patient 1 reached **71% DHR positive neutrophils** by Day 60 | | **Efficacy (DHR)** | Patient 2 reached **66% DHR positive neutrophils** by Day 30 | | **Inflammation** | Patient 2 showed normalization of fecal calprotectin (inflammation marker) | [Differentiated Safety Profile and Platform Modularity](index=8&type=section&id=Differentiated%20Safety%20Profile%20and%20Platform%20Modularity) Prime Editing is highlighted for its highly differentiated safety profile, characterized by the absence of detectable double-strand breaks, off-target edits, bystander edits, or large chromosomal rearrangements in lead programs. This contrasts with potential issues like indels and translocations observed with Cas9 nuclease. The platform's modularity, where components like Prime Editors, delivery systems, and manufacturing processes can be reused across different programs, is positioned as a key advantage that de-risks development and accelerates program advancement - The platform demonstrates a strong safety profile with no detectable double-strand breakage, off-target edits, or bystander edits in lead programs[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) - In studies on CD34+ cells for the CGD program, no off-target editing was detected, and no large deletions or translocations were observed, unlike in Cas9 nuclease-edited cells[21](index=21&type=chunk)[24](index=24&type=chunk) - The platform's modularity across Prime Editors, delivery, manufacturing, and regulatory aspects is expected to de-risk and accelerate the advancement of new programs[25](index=25&type=chunk)[26](index=26&type=chunk) Clinical Pipeline This section details Prime Medicine's clinical pipeline, focusing on its liver, lung, immunology, and oncology franchises, and highlighting key programs and strategic collaborations [Liver Franchise](index=11&type=section&id=Liver%20Franchise) The liver franchise targets two of the largest genetic liver diseases, Wilson's Disease and Alpha-1 Antitrypsin Deficiency (AATD), using a universal, proprietary liver-targeted LNP delivery system. This modular approach is expected to accelerate development. The LNP has been well-tolerated in NHP studies. The Wilson's Disease program is advancing toward a H1 2026 IND/CTA filing, while the AATD program targets a mid-2026 filing. Preclinical data for both programs show efficient editing and restoration of protein function in humanized mouse models Liver Program Status and Timelines | Program | Targeted Mutations | Status | IND/CTA Filing Target | | :--- | :--- | :--- | :--- | | **Wilson's Disease** | H1069Q, R778L | IND-enabling | H1 2026 | | **AATD** | E342K (Pi*Z), D341H | Final lead optimization | Mid-2026 | - Both programs utilize a universal, proprietary GalNAc-targeted liver LNP, which has demonstrated **>50% hepatocyte editing** in NHPs and was well-tolerated at clinically relevant doses[33](index=33&type=chunk)[39](index=39&type=chunk) - The LNP drug product is modular, with **6 out of 8 components** being the same for liver programs, allowing for streamlined development[35](index=35&type=chunk) [Wilson's Disease Program](index=15&type=section&id=Wilson%27s%20Disease) The Wilson's Disease program aims to correct mutations in the ATP7B gene to cure a disease affecting over 20,000 patients in the US and EU. Preclinical studies in humanized mouse models demonstrated efficient correction (>60%) of the two most prevalent mutations (H1069Q and R778L). This editing led to a ~75% reduction in liver copper and restoration of copper homeostasis. The company has initiated IND-enabling activities for a planned H1 2026 filing - The program targets a significant unmet need in Wilson's Disease, where correction of **20-30% of hepatocytes** may be curative[45](index=45&type=chunk) - In vivo studies in humanized mouse models showed efficient correction of H1069Q and R778L mutations, with **over 60% of hepatocytes** corrected[47](index=47&type=chunk) - Correction of the H1069Q mutation resulted in a **~75% reduction in liver copper**, **~80% decrease in urinary copper**, and **~100% increase in fecal copper**, indicating restored homeostasis[50](index=50&type=chunk) [Alpha-1 Antitrypsin Deficiency (AATD) Program](index=19&type=section&id=Alpha-1%20Antitrypsin%20Deficiency%20%28AATD%29) The AATD program targets the SERPINA1 gene to address both lung (loss-of-function) and liver (gain-of-function) disease affecting approximately 200,000 people in the US and EU. The goal is to correct the mutant Z-AAT protein to the healthy M-AAT form. In a humanized mouse model, Prime Editing successfully restored circulating AAT protein levels into the normal human range. The program is in the final stages of lead optimization, with an IND/CTA filing planned for mid-2026 - The objective is to normalize circulating AAT protein to healthy levels (**~20uM or more**) and reduce toxic Z-AAT protein in the liver, with **20-30% correction** in hepatocytes potentially being curative[57](index=57&type=chunk)[61](index=61&type=chunk) - In a fully humanized mouse model, Prime Editor treatment resulted in efficient correction of hepatocytes and restored serum M-AAT protein levels to the healthy human range[63](index=63&type=chunk)[64](index=64&type=chunk) [Lung Franchise](index=23&type=section&id=Lung%20Franchise) The lung franchise is focused on developing a curative therapy for Cystic Fibrosis (CF), a disease affecting nearly 40,000 people in the U.S. The company is pursuing two parallel approaches: a 'Hotspot' strategy to correct the most common mutations and a 'PASSIGE' strategy for targeted gene insertion, which could potentially address nearly all CF patients. Supported by funding from the CF Foundation, the company has demonstrated phenotypic restoration of CFTR function in primary human bronchial epithelial cells for the G542X mutation and is advancing in vivo delivery efforts - Prime Editing approaches could potentially benefit **over 93% of all people with CF**, a disease for which there is no cure[70](index=70&type=chunk) - The company is developing two strategies: 'Hotspot' correction for common mutations and 'PASSIGE' for inserting a functional copy of the gene, aiming to address nearly all patients[74](index=74&type=chunk)[75](index=75&type=chunk) - Prime Medicine has expanded its agreement with the CF Foundation, securing up to an additional **$24 million** in July 2025 to support CF program development[79](index=79&type=chunk) - For the G542X mutation, the company has shown phenotypic restoration of CFTR function in primary human bronchial epithelial (HBE) cells[80](index=80&type=chunk) [Immunology and Oncology](index=27&type=section&id=Immunology%20and%20Oncology) This franchise is anchored by a major strategic collaboration with Bristol Myers Squibb (BMS) to develop ex vivo CAR-T cell therapies for cancer and immunological diseases. The partnership leverages Prime's PASSIGE™ technology for one-step, non-viral gene-sized insertions. This approach aims to overcome key limitations of current CAR-T manufacturing by enabling high-efficiency (>80%) integration, precise on-target insertion, and safe, high-level multiplex editing without double-stranded breaks Bristol Myers Squibb (BMS) Collaboration Terms | Payment Type | Amount | | :--- | :--- | | **Upfront** | $110 million | | **Preclinical Milestones** | $185 million | | **Development Milestones** | $1.2 billion | | **Commercial Milestones** | >$2.1 billion | | **Total Potential Milestones** | >$3.5 billion | | **Royalties** | Royalties on net sales | - The collaboration aims to solve existing CAR-T limitations by using PASSIGE for precise, non-viral, single-step editing and integration, with the potential for no detectable off-target edits or translocations[87](index=87&type=chunk) - Prime Editing technology has demonstrated the ability to efficiently perform multiplex edits, achieving **high editing rates** for multiple gene targets (e.g., B2M, TRAC) simultaneously in CAR-T cells[89](index=89&type=chunk) Corporate Strategy and Position This section outlines Prime Medicine's corporate strategy, focusing on business development, intellectual property, and its overall investment proposition and financial outlook [Business Development and Intellectual Property](index=32&type=section&id=Business%20Development%20and%20Intellectual%20Property) Prime Medicine's corporate strategy relies heavily on business development to accelerate its pipeline and secure financial resources, exemplified by its core partnerships with BMS for CAR-T and the CF Foundation for Cystic Fibrosis. The company holds an extensive and foundational intellectual property portfolio, with 6 issued U.S. patents and 12 ex-U.S. patents covering multiple configurations of Prime Editors, pegRNAs, and the PASSIGE system, ensuring broad protection for its technology - The company's partnering strategy focuses on leveraging its scientific leadership to form collaborations both within its core therapeutic areas (e.g., BMS) and to enable innovation in other areas[93](index=93&type=chunk)[94](index=94&type=chunk) - Prime Medicine holds a strong IP position with **6 U.S. and 12 ex-U.S. issued patents**[97](index=97&type=chunk) - The patent portfolio provides broad coverage for key technologies, including various Prime Editor and pegRNA configurations, dual flap editing, and the PASSIGE system for large gene insertions[99](index=99&type=chunk)[102](index=102&type=chunk) [Investment Summary](index=34&type=section&id=Investment%20Summary) Prime Medicine positions itself as the leader in Prime Editing, with the potential to address ~90% of genetic diseases. The company highlights its clinical proof of concept in CGD, a modular platform, and a strategically focused pipeline in large genetic diseases like Wilson's Disease and AATD. Key value drivers include its transformative partnership with BMS, funding from the CF Foundation, and a cash runway into the first half of 2026 - The company has achieved clinical proof of concept for Prime Editing with initial data from its CGD program[103](index=103&type=chunk) Key Pipeline and Financial Highlights | Item | Detail | | :--- | :--- | | **Wilson's Disease** | IND/CTA expected in H1 2026 | | **AATD** | IND/CTA expected in mid-2026 | | **Partnerships** | BMS collaboration for CAR-T; CF Foundation funding for CF | | **Financials** | Cash, equivalents, investments of **$158.3M** as of 3/31/2025 | | **Cash Runway** | Into H1 2026 | Appendix The appendix provides additional technical details on the Prime Editing platform. It includes a table outlining the capabilities of different Prime Editing approaches (Short Flap, Dual Flap, Long Flap, PASSIGE) for making edits of various sizes. It also elaborates on the PASSIGE technology, a one-step, non-viral method for inserting gene-sized DNA sequences, highlighting its current applications (CAR-T, CF) and future areas of opportunity (e.g., Hemophilia A, Fabry's disease) Prime Editing Approach Capabilities | Prime Editing Approach | Small Edits (bp swaps, small ins/del) | Mid-sized Edits (hotspot corrections) | Large Deletions (multi-kb) | Large Insertions (multi-kb) | | :--- | :--- | :--- | :--- | :--- | | **Short Flap** | +++ | + | | | | **Dual Flap** | +++ | ++ | | | | **Long Flap** | +++ | +++ | + | | | **PASSIGE** | | | ++ | +++ | - PASSIGE (Prime-Assisted Site-Specific Integrase Gene Editing) is a one-step, non-viral technology for inserting multi-kilobase gene sequences without double-stranded breaks[108](index=108&type=chunk) - Beyond current work in CAR-T and CF, PASSIGE presents opportunities for targeted whole gene replacement in diseases like Hemophilia A, Fanconi Anemia, and Phenylketonuria[109](index=109&type=chunk)

Executive Summary & Financial Highlights [Second Quarter 2025 Overview](index=1&type=section&id=Second%20Quarter%202025%20Overview) MDU Resources' net income and diluted EPS significantly declined in Q2 2025 due to weather, operational cost challenges, and the Everus spinoff, yet the company maintained pipeline business growth and regulatory progress supporting its pure-play regulated energy delivery value proposition Consolidated Financial Results for Q2 2025 (YoY) | Metric | Q2 2025 | Q2 2024 | Change | | :--------------------------------- | :------ | :------ | :----- | | Net Income | $13.7M | $60.4M | -77.3% | | Diluted EPS | $0.07 | $0.30 | -76.7% | | Income from Continuing Operations | $14.1M | $20.2M | -30.2% | | Diluted EPS from Continuing Operations | $0.07 | $0.10 | -30.0% | Consolidated Financial Results for Six Months Ended June 30 (YoY) | Metric | Six Months 2025 | Six Months 2024 | Change | | :--------------------------------- | :------ | :------ | :----- | | Net Income | $95.7M | $161.3M | -40.7% | | Diluted EPS | $0.47 | $0.79 | -40.5% | | Income from Continuing Operations | $96.6M | $95.0M | +1.7% | | Diluted EPS from Continuing Operations | $0.47 | $0.47 | 0.0% | - On October 31, 2024, MDU Resources successfully completed the spinoff of Everus, which became an independent public company. Prior period results have been restated to reflect this spinoff, with Everus' historical operating results and related costs reported as discontinued operations[3](index=3&type=chunk) - Second quarter results were challenged by weather conditions and increased operations and maintenance expenses[3](index=3&type=chunk) [Full-Year 2025 Guidance Update](index=1&type=section&id=Full-Year%202025%20Guidance%20Update) The company narrowed its full-year 2025 EPS guidance to $0.88-$0.95 based on mid-year performance and weather impacts, while maintaining its long-term EPS growth rate guidance of 6%-8% 2025 Earnings Per Share Guidance | Metric | Updated Guidance | | :---------- | :--------- | | Diluted EPS | $0.88 - $0.95 | - Long-term EPS guidance remains unchanged, projecting a growth rate of **6%-8%**[4](index=4&type=chunk) - Guidance is based on assumptions including normal weather, economic, and operating conditions; continued utility customer growth of **1%-2%** annually; no equity issuances in 2025; and successful execution of approved capital investments and rate recovery plans[11](index=11&type=chunk) Segment Performance Analysis [Electric Utility Segment](index=2&type=section&id=Electric%20Utility%20Segment) The Electric Utility Segment's Q2 2025 net income decreased by 32.9% to $10.4 million, primarily due to increased O&M expenses, partially offset by South Dakota rate adjustments and data center-driven commercial retail sales growth [Financial Performance](index=8&type=section&id=Electric%20Utility%20Segment%20Financial%20Performance) The segment's Q2 2025 net income was $10.4 million, down from $15.5 million in 2024, with operating revenues slightly decreasing by 1.1% to $98.1 million and total operating expenses increasing by 7.8% to $86.9 million, driven by a 29.4% rise in O&M costs Electric Utility Segment Net Income | Period | 2025 | 2024 | Change | | :----- | :----- | :----- | :------- | | Q2 | $10.4M | $15.5M | (32.9)% | | Six Months | $25.4M | $33.4M | (24.0)% | Key Financial Metrics (Q2 2025 YoY Change) | Metric | 2025 | 2024 | Change | | :-------------------------- | :----- | :----- | :------- | | Operating Revenues | $98.1M | $99.2M | (1.1)% | | Operations and Maintenance | $29.9M | $23.1M | 29.4% | | Operating Income | $11.2M | $18.6M | (39.8)% | - Key drivers for the net income decrease include a **$1.9 million** (after-tax) increase in payroll-related costs, a **$1.6 million** (after-tax) increase in contract services costs related to the Coyote Station planned outage, and a **$1.4 million** (after-tax) increase in software expenses[24](index=24&type=chunk) - Partially offsetting the decrease were rate adjustments in South Dakota and increased commercial retail sales volumes, primarily driven by data center demand near Ellendale, North Dakota[24](index=24&type=chunk) [Regulatory and Operational Updates](index=2&type=section&id=Electric%20Utility%20Segment%20Regulatory%20and%20Operational%20Updates) The segment saw a 12.0% retail sales volume growth, driven by data center demand and sustained customer growth, with regulatory activities including a North Dakota filing for 49% ownership of the Badger Wind Project, a Wyoming general rate case seeking a $7.5 million annual increase, and a planned Montana electric general rate case later this year - Retail sales volumes increased by **12.0%**, primarily driven by data center demand[7](index=7&type=chunk) - Combined target growth rate for electric utility and natural gas distribution customer base is **1.4%** (YoY)[4](index=4&type=chunk) - North Dakota: Filed for pre-approval and a Certificate of Public Convenience and Necessity for a 49% ownership interest in the Badger Wind Project, with a hearing scheduled for September 9, 2025 - Wyoming: Filed a general rate case requesting an annual increase of **$7.5 million**, expected to be effective May 1, 2026 - Montana: Plans to file an electric general rate case later this year [Natural Gas Distribution Segment](index=2&type=section&id=Natural%20Gas%20Distribution%20Segment) The Natural Gas Distribution Segment reported a seasonal loss of $7.4 million in Q2 2025, up from a $5.0 million loss in 2024, mainly due to increased O&M expenses and lower sales volumes from warmer weather, partially offset by rate adjustments in Washington and Montana and increased transportation revenues [Financial Performance](index=10&type=section&id=Natural%20Gas%20Distribution%20Segment%20Financial%20Performance) The segment's Q2 2025 net loss increased to $7.4 million from $5.0 million in 2024, with operating revenues growing 2.7% to $206.9 million, but total operating expenses rising 4.7% to $209.8 million, including a 10.0% increase in O&M costs Natural Gas Distribution Segment Net Income (Loss) | Period | 2025 | 2024 | Change | | :----- | :----- | :----- | :------- | | Q2 | $(7.4)M | $(5.0)M | 48.0% | | Six Months | $37.3M | $35.0M | 6.6% | Key Financial Metrics (Q2 2025 YoY Change) | Metric | 2025 | 2024 | Change | | :-------------------------- | :----- | :----- | :------- | | Operating Revenues | $206.9M | $201.5M | 2.7% | | Operations and Maintenance | $60.5M | $55.0M | 10.0% | | Operating Income (Loss) | $(2.9)M | $1.2M | (341.7)% | - Key drivers for the increased seasonal loss include a **$2.1 million** (after-tax) increase in payroll-related costs, a **$0.9 million** (after-tax) increase in software expenses, and lower sales volumes due to warmer weather, particularly in Idaho[6](index=6&type=chunk)[27](index=27&type=chunk) - Partially offsetting the loss were increased retail sales revenues from rate adjustments in Washington and Montana, and growth in transportation revenues[6](index=6&type=chunk)[27](index=27&type=chunk) [Regulatory and Operational Updates](index=2&type=section&id=Natural%20Gas%20Distribution%20Segment%20Regulatory%20and%20Operational%20Updates) The segment experienced decreased sales volumes due to warmer temperatures, yet natural gas retail customer count grew 1.5% YoY, with regulatory updates including a general rate case filing in Idaho and a settlement agreement in Montana - Sales volumes decreased due to warmer temperatures[8](index=8&type=chunk) - Natural gas retail customer count increased by **1.5%** YoY[8](index=8&type=chunk) - Rate adjustments in Washington and Montana partially offset the seasonal loss[8](index=8&type=chunk) - Idaho: Filed a general rate case requesting an annual increase of **$26.5 million**, with a requested effective date of January 1, 2026 - Montana: Filed a settlement agreement for an annual increase of **$7.3 million**, pending approval by the Montana Public Service Commission; interim rates became effective February 1, 2025 - Washington: Filed a rate revision on April 30, 2025, related to projects not yet in service, resulting in a **$3.7 million** revenue reduction effective June 1, 2025 - Wyoming: Reached a settlement agreement for an annual increase of **$2.1 million**, pending formal approval [Pipeline Segment](index=3&type=section&id=Pipeline%20Segment) The Pipeline Segment's Q2 2025 net income decreased by 11.0% to $15.4 million, primarily due to increased O&M expenses, the absence of 2024 customer settlements, and higher depreciation, partially offset by increased transportation revenues from growth projects and strong demand for short-term capacity [Financial Performance](index=12&type=section&id=Pipeline%20Segment%20Financial%20Performance) The segment's Q2 2025 net income was $15.4 million, down from $17.3 million in 2024, with operating revenues increasing 6.4% to $56.3 million, but total operating expenses rising 14.5% to $33.9 million, including a 16.1% increase in O&M costs Pipeline Segment Net Income | Period | 2025 | 2024 | Change | | :----- | :----- | :----- | :------- | | Q2 | $15.4M | $17.3M | (11.0)% | | Six Months | $32.6M | $32.3M | 0.9% | Key Financial Metrics (Q2 2025 YoY Change) | Metric | 2025 | 2024 | Change | | :-------------------------- | :----- | :----- | :------- | | Operating Revenues | $56.3M | $52.9M | 6.4% | | Operations and Maintenance | $22.4M | $19.3M | 16.1% | | Operating Income | $22.4M | $23.3M | (3.9)% | - Key drivers for the earnings decrease include a **$0.653 million** (after-tax) increase in payroll-related costs, the absence of a **$1.5 million** (after-tax) customer settlement in Q2 2024, and increased depreciation expenses and property tax accruals in certain jurisdictions due to growth projects placed in service[10](index=10&type=chunk)[28](index=28&type=chunk) - Partially offsetting the decrease were increased transportation revenues from growth projects, including the Wahpeton expansion, and strong customer demand for short-term natural gas transportation contracts[10](index=10&type=chunk)[28](index=28&type=chunk) [Strategic Project Updates](index=3&type=section&id=Pipeline%20Segment%20Strategic%20Project%20Updates) The Pipeline Segment is advancing several strategic projects, including the Minot expansion (commenced May 2025, expected in-service Q4), Bakken East (negotiations ongoing), and Baker storage and transportation expansion (evaluating smaller-scale project based on open season feedback) - Minot Expansion Project: Construction began in May 2025, adding approximately **7 million cubic feet per day** of natural gas transportation capacity, with an expected in-service date in Q4 this year[11](index=11&type=chunk) - Bakken East Project: The company is negotiating with relevant parties for a proposed approximately **350-mile** pipeline, focusing on project timing and volumes to determine feasibility, and actively engaging with landowners for environmental and civil surveys[11](index=11&type=chunk) - Baker Storage and Transportation Expansion Project: The binding open season for this proposed project concluded in May 2025, with the company reviewing results and evaluating a smaller project to align with customer interest based on initial feedback[11](index=11&type=chunk) - The company continues to advance other growth projects in various stages of development[11](index=11&type=chunk) [Other Segment (Impact of Everus Spinoff)](index=13&type=section&id=Other%20Segment%20%28Impact%20of%20Everus%20Spinoff%29) The 'Other' segment reported a net loss of $4.7 million in Q2 2025, a significant decline from $32.6 million net income in Q2 2024, primarily due to the absence of discontinued operations income (Everus spinoff) and income tax adjustments, partially offset by lower O&M expenses from reclassified corporate overhead Other Segment Net Income (Loss) | Period | 2025 | 2024 | Change | | :----- | :----- | :----- | :------- | | Q2 | $(4.7)M | $32.6M | (114.4)% | | Six Months | $0.4M | $60.6M | (99.3)% | - The primary reasons for the earnings decrease are the absence of discontinued operations income in 2025 and income tax adjustments related to the company's annual estimated tax rate[31](index=31&type=chunk) - Partially offsetting the decrease were lower operations and maintenance expenses, primarily because corporate overhead allocated to Everus in 2024 was not included in the 'Other' segment in 2025[31](index=31&type=chunk) - The 'Other' segment also includes insurance activities from the company's captive insurance company, along with general and administrative expenses and interest expense previously allocated to the exploration and production and refining businesses that did not meet discontinued operations criteria[32](index=32&type=chunk) Consolidated Financial Statements [Consolidated Statements of Income](index=6&type=section&id=Consolidated%20Statements%20of%20Income) In Q2 2025, MDU Resources' consolidated operating revenues slightly increased to $351.2 million from $344.5 million in Q2 2024, but net income significantly decreased to $13.7 million from $60.4 million, primarily due to the absence of discontinued operations income after the Everus spinoff, with income from continuing operations also declining Consolidated Statements of Income (Q2 2025 YoY) | Metric | Q2 2025 | Q2 2024 | | :-------------------------- | :------ | :------ | | Operating Revenues | $351.2M | $344.5M | | Total Operating Expenses | $320.8M | $305.0M | | Operating Income | $30.4M | $39.5M | | Income from Continuing Operations | $14.1M | $20.2M | | Discontinued Operations (after-tax) | $(0.4)M | $40.2M | | Net Income | $13.7M | $60.4M | | Diluted EPS | $0.07 | $0.30 | - Operating revenues increased by **$6.7 million**, while operations and maintenance expenses increased by **$12.8 million**. Net income decreased by **$46.7 million**, primarily due to the impact of discontinued operations[18](index=18&type=chunk) [Selected Cash Flows Information](index=7&type=section&id=Selected%20Cash%20Flows%20Information) For the six months ended June 30, 2025, net cash provided by operating activities increased to $334.9 million from $301.6 million in 2024, while net cash used in investing activities decreased and net cash used in financing activities significantly increased Selected Cash Flows (Six Months Ended June 30) | Metric | Six Months 2025 | Six Months 2024 | | :-------------------------------------- | :------ | :------ | | Net Cash Provided by Operating Activities | $334.9M | $301.6M | | Net Cash Used in Investing Activities | $(174.4)M | $(236.0)M | | Net Cash Used in Financing Activities | $(168.6)M | $(48.2)M | | (Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash | $(8.1)M | $17.4M | | Cash, Cash Equivalents, and Restricted Cash - End of Period | $58.8M | $94.4M | [Capital Expenditures](index=7&type=section&id=Capital%20Expenditures) MDU Resources projects total capital expenditures of $539 million for 2025, with a five-year total from 2025-2029 estimated at $3.067 billion, primarily allocated to the Natural Gas Distribution and Electric segments Capital Expenditure Forecast (2025-2029) | Business Line | 2025 Estimate | 2026 Estimate | 2027 Estimate | 2025-2029 Total Estimate | | :-------------------- | :------------- | :------------- | :------------- | :------------------------ | | Electric | $157M | $494M | $205M | $1,181M | | Natural Gas Distribution | $312M | $258M | $293M | $1,412M | | Pipeline | $70M | $59M | $95M | $474M | | **Total Capital Expenditures** | **$539M** | **$811M** | **$593M** | **$3,067M** | - The capital plan is subject to ongoing company review and modification, with actual expenditures potentially differing from estimates due to changes in load growth, regulatory decisions, and other factors[21](index=21&type=chunk) [Other Financial Data](index=14&type=section&id=Other%20Financial%20Data) As of June 30, 2025, MDU Resources reported a book value per share of common stock of $13.37, total assets of $6.946 billion, total equity of $2.732 billion, total debt of $2.182 billion, and capitalization ratios of 55.6% equity and 44.4% debt Key Financial Metrics (As of June 30, 2025) | Metric | Amount | | :-------------------------- | :------- | | Book Value Per Share of Common Stock | $13.37 | | Market Price Per Share of Common Stock | $16.67 | | Total Assets | $6,946M | | Total Equity | $2,732M | | Total Debt | $2,182M | Capitalization Ratios | Component | Ratio | | :---------- | :---- | | Total Equity | 55.6% | | Total Debt | 44.4% | Additional Information [Conference Call Details](index=4&type=section&id=Conference%20Call%20Details) MDU Resources management will host a webcast today at 2 p.m. ET to discuss second-quarter results, accessible via the company's investor relations website - The webcast can be found on www.mdu.com under the 'Investors' tab, then 'Events & Presentations,' by clicking on 'Second Quarter 2025 Earnings Conference Call.' A replay will be available at the same location following the webcast[12](index=12&type=chunk) [About MDU Resources Group, Inc.](index=4&type=section&id=About%20MDU%20Resources%20Group%2C%20Inc.) MDU Resources Group Inc., an S&P SmallCap 600 member, provides safe, reliable, affordable, and environmentally sound electric utility and natural gas distribution services to over 1.2 million customers across the Pacific Northwest and Midwest, operating a natural gas pipeline network and storage system exceeding 3,800 miles - The company provides electric utility and natural gas distribution services and operates a natural gas pipeline network[13](index=13&type=chunk) - Serving over **1.2 million customers**, the company operates a natural gas pipeline network and storage system exceeding **3,800 miles**[13](index=13&type=chunk) - The company is committed to delivering safe, reliable, affordable, and environmentally sound energy services[13](index=13&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=5&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This press release contains forward-looking statements based on underlying assumptions, subject to unforeseen risks and uncertainties beyond the company's control, and readers are cautioned not to place undue reliance on these statements, with no obligation for the company to update them - Forward-looking statements include those regarding growth estimates, financial guidance, strategies, and other future activities, identified by words such as 'anticipates,' 'estimates,' 'expects,' 'intends,' 'plans,' and 'projects'[15](index=15&type=chunk) - These statements are based on the company's expectations and judgments and are subject to risks and uncertainties detailed in the company's filings with the U.S. Securities and Exchange Commission, such as its annual report on Form 10-K[16](index=16&type=chunk) - Except as required by applicable law, the company undertakes no obligation to update forward-looking statements due to new information, future events, or otherwise[16](index=16&type=chunk)

Exhibit 99.1 MetaVia Reports Second Quarter 2025 Financial Results and Provides Corporate Update Dosed the First Patient in the 8-Week 48 mg MAD Cohort of its Phase 1 Clinical Trial to Further Explore Maximum Tolerated Dose of DA-1726 for the Treatment of Obesity; Top-Line Data Expected in the Fourth Quarter of 2025 Signed AI-Driven Collaboration with Syntekabio to Explore Additional Indications for DA-1241 Beyond MASH $17.6 Million in Cash at End of Second Quarter is Expected to Fund the Company Into 2026 ...

[Key Financial and Operational Highlights for Q2 2025](index=1&type=section&id=Key%20Financial%20and%20Operational%20Highlights%20for%20Q2%202025) Q2 2025 highlights include a NAV per share of $2.06, NII of $5.5 million, and $9.5 million in total investment income Key Financial Metrics (Q2 2025 vs Q1 2025) | Metric | Q2 2025 (ended June 30) | Q1 2025 (ended March 31) | | :--- | :--- | :--- | | **Net Asset Value (NAV) per Share** | $2.06 | $2.09 | | **Net Investment Income (NII)** | ~$5.5 million | ~$6.1 million | | **NII per Share** | $0.08 | $0.09 | | **Total Investment Income** | ~$9.5 million | ~$10.2 million | Q2 2025 Investment Income Breakdown | Source | Income Amount ($) | | :--- | :--- | | Debt Investments | $5.1 million | | CLO Equity Investments | $3.9 million | | Other Income | $0.6 million | Weighted Average Investment Yields (at cost) | Investment Type | June 30, 2025 (%) | March 31, 2025 (%) | | :--- | :--- | :--- | | Debt Investments | 14.5% | 14.3% | | CLO Equity Investments (Effective Yield) | 8.8% | 9.0% | | CLO Equity Investments (Cash Distribution Yield) | 13.8% | 15.5% | - The net increase in net assets from operations for Q2 2025 was approximately **$4.4 million**, composed of **$5.5 million** in NII, offset by **$2.4 million** in net realized losses, and supplemented by **$1.3 million** in net unrealized appreciation[1](index=1&type=chunk) - During the second quarter, the company issued approximately **4.9 million** shares of common stock through an "at-the-market" offering, resulting in net proceeds of approximately **$11.6 million**[1](index=1&type=chunk)[2](index=2&type=chunk) [Declaration of Common Stock Distributions](index=1&type=section&id=Declaration%20of%20Common%20Stock%20Distributions) The Board declared monthly common stock distributions of $0.035 per share for October, November, and December 2025 Common Stock Distribution Schedule | Month Ending | Record Date | Payment Date | Amount Per Share ($) | | :--- | :--- | :--- | :--- | | October 31, 2025 | October 17, 2025 | October 31, 2025 | $0.035 | | November 30, 2025 | November 14, 2025 | November 28, 2025 | $0.035 | | December 31, 2025 | December 17, 2025 | December 31, 2025 | $0.035 | [Financial Statements](index=3&type=section&id=Financial%20Statements) Financial statements detail the company's position as of June 30, 2025, with total assets of $274.8 million and net assets of $157.4 million [Statements of Assets and Liabilities (Balance Sheet)](index=3&type=section&id=STATEMENTS%20OF%20ASSETS%20AND%20LIABILITIES) As of June 30, 2025, total assets were $274.8 million, total liabilities $117.4 million, and total net assets $157.4 million, with NAV per share at $2.06 Balance Sheet Summary | Account | June 30, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Total Investments (Fair Value) | 241,507,000 | 260,852,859 | | Total Assets | 274,846,650 | 299,730,974 | | Total Liabilities | 117,423,934 | 139,065,494 | | **Total Net Assets** | **157,422,716** | **160,665,480** | | **Net Asset Value per Share** | **$2.06** | **$2.30** | [Statements of Operations (Income Statement)](index=4&type=section&id=STATEMENTS%20OF%20OPERATIONS) For Q2 2025, total investment income was $9.5 million, with net investment income of $5.5 million ($0.08 per share) Quarterly Performance (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Total Investment Income | 9,522,181 | 11,445,456 | | Total Expenses | 4,022,616 | 3,723,550 | | **Net Investment Income** | **5,499,565** | **7,721,906** | | Net Increase in Net Assets from Operations | 4,385,357 | 5,259,005 | | **NII per Share** | **$0.08** | **$0.13** | Year-to-Date Performance (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Total Investment Income | 19,683,231 | 22,122,880 | | **Net Investment Income** | **11,603,439** | **14,259,462** | | Net (Decrease)/Increase in Net Assets from Operations | (3,736,160) | 3,490,615 | | **NII per Share** | **$0.16** | **$0.24** | [Financial Highlights](index=5&type=section&id=FINANCIAL%20HIGHLIGHTS) Key per-share data and performance ratios for Q2 2025 include a total return based on NAV of 3.59% and an annualized expense ratio of 10.78% Per Share Data (Three Months Ended June 30) | Per Share Data | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | NAV at beginning of period | $2.09 | $2.42 | | Net Investment Income | $0.08 | $0.13 | | Net Realized/Unrealized Losses | ($0.02) | ($0.04) | | Total Distributions | ($0.11) | ($0.11) | | **NAV at end of period** | **$2.06** | **$2.43** | Total Return (Three Months Ended June 30) | Return Metric | 2025 (%) | 2024 (%) | | :--- | :--- | :--- | | Total Return based on Market Value | (10.49)% | (4.06)% | | Total Return based on Net Asset Value | 3.59% | 4.75% | Key Ratios (Annualized, Three Months Ended June 30) | Ratio | 2025 (%) | 2024 (%) | | :--- | :--- | :--- | | Ratio of expenses to average net assets | 10.78% | 11.15% | | Ratio of net investment income to average net assets | 14.26% | 20.04% | [Corporate Information](index=6&type=section&id=Corporate%20Information) Oxford Square Capital Corp. is a BDC primarily investing in syndicated bank loans and CLO tranches, with forward-looking statement disclaimers included - The company is a **business development company (BDC)** that principally invests in syndicated bank loans and, to a lesser extent, in debt and equity tranches of collateralized loan obligation (CLO) vehicles[13](index=13&type=chunk) - The press release contains forward-looking statements that are not guarantees of future performance and are subject to risks and uncertainties[14](index=14&type=chunk)