UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (State or other jurisdiction of incorporation or organization) FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 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: 001-37388 Talen Energy Corporation (Exact name ...

PART I—FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for the three and six months ended June 30, 2025, including balance sheets, income statements, and cash flow statements, along with detailed notes on accounting policies, acquisitions, debt, and contingencies, highlighting increases in total assets, revenues, and net income driven by acquisitions and organic growth [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Highlights | Balance Sheet Highlights | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$20,435,226** | **$17,957,031** | | Cash and cash equivalents | $2,192,849 | $1,553,642 | | Goodwill | $6,334,018 | $5,984,667 | | **Total Liabilities** | **$16,468,047** | **$14,811,042** | | Total current liabilities | $9,639,769 | $8,707,881 | | Notes payable and other obligations | $5,869,083 | $5,226,106 | | **Total Equity** | **$3,967,179** | **$3,145,989** | [Unaudited Consolidated Statements of Income](index=4&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Income) Unaudited Consolidated Statements of Income Highlights (In Thousands, Except Per Share) | Income Statement Highlights | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Revenues, net** | **$1,102,030** | **$975,710** | **$2,107,697** | **$1,910,961** | | Operating income | $479,390 | $433,339 | $906,514 | $830,677 | | **Net income attributable to Corpay** | **$284,168** | **$251,625** | **$527,401** | **$481,394** | | Diluted earnings per share | $3.98 | $3.52 | $7.38 | $6.64 | [Unaudited Statements of Cash Flows](index=7&type=section&id=Unaudited%20Statements%20of%20Cash%20Flows) Unaudited Statements of Cash Flow Highlights (In Thousands) | Cash Flow Highlights | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $1,066,096 | $891,105 | | Net cash used in investing activities | ($222,640) | ($146,613) | | Net cash provided by (used in) financing activities | $78,355 | ($239,238) | | **Net increase in cash and cash equivalents and restricted cash** | **$1,075,013** | **$405,761** | [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) - In February 2025, the Company acquired 100% of Gringo, a Brazil-based vehicle compliance payment company, for approximately **$153.7 million**, net of cash acquired, included in the Vehicle Payments segment[50](index=50&type=chunk) - In April 2025, the Company expanded its strategic partnership with Mastercard, which includes a **$300 million** investment by Mastercard for a **2.8% interest** in Corpay's Cross-Border business[53](index=53&type=chunk) - The Company is party to an **$8.25 billion** Credit Agreement, with total debt under the Credit Agreement and Securitization Facility approximately **$8.1 billion** as of June 30, 2025[66](index=66&type=chunk)[67](index=67&type=chunk) - Subsequent to the quarter end, in July 2025, the Company announced its intention to acquire Alpha Group International plc for an enterprise value of approximately **$2.2 billion** and to divest a legacy fuel card portfolio for approximately **$60 million**[100](index=100&type=chunk)[104](index=104&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance, highlighting a **12.9% increase** in net revenues for Q2 2025, driven by **11% organic growth** and contributions from recent acquisitions, with the Corporate Payments segment being a key growth driver with a **35.9% revenue increase**, covering segment performance, macroeconomic impacts, liquidity, capital resources, and recent strategic activities [Results of Operations](index=35&type=section&id=Results%20of%20Operations) Q2 2025 vs Q2 2024 Financial Highlights | Metric | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | **Total Revenues, net** | **$1,102.0 M** | **$975.7 M** | **12.9%** | | Operating Income | $479.4 M | $433.3 M | 10.6% | | Net Income Attributable to Corpay | $284.2 M | $251.6 M | 12.9% | - Q2 2025 consolidated revenue growth was driven by **11% organic growth** and **5% from acquisitions**, partially offset by a negative macroeconomic impact of approximately **$19 million** due to unfavorable FX, fuel price spreads, and fuel prices[142](index=142&type=chunk)[143](index=143&type=chunk) Segment Revenue (Q2 2025 vs Q2 2024) | Segment Revenue (Q2 2025 vs Q2 2024) | Revenue (M) | % Change | | :--- | :--- | :--- | | Vehicle Payments | $525.5 | 3.0% | | Corporate Payments | $391.9 | 35.9% | | Lodging Payments | $119.8 | (2.1)% | - For the six months ended June 30, 2025, consolidated revenues increased **10.3%** to **$2.11 billion**, while the negative impact from the macroeconomic environment was estimated at approximately **$70 million**[164](index=164&type=chunk)[165](index=165&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2025, the company had approximately **$3.5 billion** in total liquidity, comprising **$1.4 billion** available under its Credit Facility and **$2.2 billion** in unrestricted cash[184](index=184&type=chunk) - Net cash from operating activities increased to **$1.07 billion** for the first six months of 2025, up from **$891.1 million** in the prior-year period, primarily due to changes in working capital[188](index=188&type=chunk) - The company's stock repurchase program has **$1.2 billion** of remaining authorization available as of June 30, 2025[207](index=207&type=chunk) [Acquisitions, Investments and Dispositions](index=33&type=section&id=Acquisitions%2C%20Investments%20and%20Dispositions) - In July 2025, the company announced a cash offer to acquire Alpha Group International plc for an enterprise value of approximately **$2.2 billion**, expected to close in Q4 2025[136](index=136&type=chunk) - In May 2025, Corpay and TPG formed a partnership to acquire AvidXchange, with Corpay expecting to invest approximately **$550 million** for a **34% equity stake**[137](index=137&type=chunk)[136](index=136&type=chunk) - In February 2025, the company acquired Gringo, a Brazilian vehicle compliance payment company, for approximately **$153.7 million**[137](index=137&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that there have been no material changes to its market risk profile from the information disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - There have been no material changes to the company's market risk since the end of fiscal year 2024[235](index=235&type=chunk) [Item 4. Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that as of June 30, 2025, the company's disclosure controls and procedures were not effective due to a previously identified material weakness in internal control related to ineffective information technology general controls (ITGCs) in user access management, with remediation efforts currently in progress - Management concluded that disclosure controls and procedures were not effective as of June 30, 2025[236](index=236&type=chunk) - The ineffectiveness is due to a material weakness in internal control related to IT general controls (ITGCs) for user access management over certain IT systems[237](index=237&type=chunk) - Remediation actions are being implemented, including enhancing IT compliance oversight, developing training programs, and improving documentation and testing of ITGCs[241](index=241&type=chunk) PART II—OTHER INFORMATION [Item 1. Legal Proceedings](index=53&type=section&id=Item%201.%20Legal%20Proceedings) This section details the company's legal matters, including the dismissal of consolidated shareholder derivative lawsuits on April 1, 2025, with no appeal, and the ongoing Federal Trade Commission (FTC) lawsuit concerning advertising and marketing practices, for which the company is currently unable to estimate the potential financial impact - The consolidated shareholder derivative lawsuits against the company and certain directors and officers were dismissed by the court on April 1, 2025, and the plaintiffs did not appeal[247](index=247&type=chunk) - The lawsuit filed by the Federal Trade Commission (FTC) in 2019 regarding advertising and marketing practices is ongoing, with an appeal argued in the Eleventh Circuit on January 21, 2025[248](index=248&type=chunk)[249](index=249&type=chunk) - The company is unable to predict the ultimate outcome or reasonably estimate a range of possible losses resulting from the FTC litigation[251](index=251&type=chunk) [Item 1A. Risk Factors](index=54&type=section&id=Item%201A.%20Risk%20Factors) The company reports no material changes to its risk factors from those previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - There have been no material changes in the company's risk factors from those disclosed in the 2024 Annual Report on Form 10-K[252](index=252&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchase of Equity Securities](index=54&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%20and%20Issuer%20Purchase%20of%20Equity%20Securities) This section details the company's stock repurchase activities, noting that the Board-approved program authorizes up to **$9.1 billion** in repurchases through February 4, 2026, with **$1.2 billion** remaining under this authorization as of June 30, 2025 - The company's stock repurchase program has a total authorization of **$9.1 billion** and an expiration date of February 4, 2026[253](index=253&type=chunk) - As of June 30, 2025, the company has repurchased an aggregate of **$7.9 billion** in shares, with **$1.2 billion** remaining available for future repurchases under the program[253](index=253&type=chunk)

PART I—FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Corpay, Inc.'s unaudited consolidated financial statements for the three and six-month periods ended June 30, 2025 [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased to $20.44 billion, total liabilities rose to $16.47 billion, and total equity grew to $3.97 billion Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $2,192,849 | $1,553,642 | | Accounts and other receivables, net | $2,601,292 | $2,090,500 | | Goodwill | $6,334,018 | $5,984,667 | | **Total Assets** | **$20,435,226** | **$17,957,031** | | **Liabilities & Equity** | | | | Customer deposits | $4,143,205 | $3,266,126 | | Total debt (Notes payable and Securitization) | $8,117,700 | $7,996,080 | | **Total Liabilities** | **$16,468,047** | **$14,811,042** | | **Total Equity** | **$3,967,179** | **$3,145,989** | [Unaudited Consolidated Statements of Income](index=4&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Income) For Q2 2025, revenues increased 12.9% to $1.10 billion and net income attributable to Corpay reached $284.2 million, with similar growth for the six-month period Statement of Income Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenues, net | $1,102,030 | $975,710 | $2,107,697 | $1,910,961 | | Operating income | $479,390 | $433,339 | $906,514 | $830,677 | | Net income attributable to Corpay | $284,168 | $251,625 | $527,401 | $481,394 | | Diluted EPS attributable to Corpay | $3.98 | $3.52 | $7.38 | $6.64 | [Unaudited Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash from operating activities increased to $1.07 billion, while financing activities shifted to a net cash inflow of $78.4 million Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $1,066,096 | $891,105 | | Net cash used in investing activities | ($222,640) | ($146,613) | | Net cash provided by (used in) financing activities | $78,355 | ($239,238) | | Net increase in cash and cash equivalents and restricted cash | $1,075,013 | $405,761 | [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) These notes provide detailed disclosures on accounting policies, acquisitions, debt, segment information, and legal contingencies, including recent strategic transactions and an ongoing FTC lawsuit - In February 2025, the Company acquired 100% of Gringo, a Brazil-based vehicle compliance payment company, for approximately **$153.7 million**, net of cash, financed through a capital infusion into its subsidiary, Zapay, increasing Corpay's controlling interest to 86%[50](index=50&type=chunk) - In April 2025, Corpay expanded its partnership with Mastercard, which includes a **$300 million** investment by Mastercard for a **2.8%** interest in Corpay's Cross-Border business, with reciprocal put/call options exercisable in 2027 and 2028[53](index=53&type=chunk) - Subsequent to the quarter end, in July 2025, the Company announced a firm intention to acquire 100% of Alpha Group International plc for an enterprise value of approximately **$2.2 billion**, expected to close in Q4 2025 and funded by cash, debt, and divestitures[100](index=100&type=chunk)[101](index=101&type=chunk) - The company is involved in an ongoing lawsuit with the Federal Trade Commission (FTC) regarding advertising and marketing practices, with a court granting summary judgment against the company on liability but denying the FTC's claim for monetary relief, and the case is currently under appeal[79](index=79&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=27&type=section&id=Item%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the financial results for Q2 and H1 2025, highlighting a 13% revenue increase in Q2 driven by organic growth and acquisitions, alongside segment performance and liquidity [Results of Operations](index=35&type=section&id=Results%20of%20Operations) Q2 2025 consolidated revenue increased 12.9% to $1.1 billion, driven by organic growth and acquisitions, with Corporate Payments showing significant growth while Lodging Payments declined Q2 2025 vs. Q2 2024 Revenue Growth by Segment (in millions) | Segment | Q2 2025 Revenue (M) | Q2 2024 Revenue (M) | % Change | | :--- | :--- | :--- | :--- | | Vehicle Payments | $525.5 | $510.3 | 3.0% | | Corporate Payments | $391.9 | $288.5 | 35.9% | | Lodging Payments | $119.8 | $122.4 | (2.1)% | | Other | $64.8 | $54.6 | 18.8% | | **Total** | **$1,102.0** | **$975.7** | **12.9%** | - Q2 2025 consolidated revenue growth was driven by **11% organic growth** and **5% from acquisitions**, offset by a negative macroeconomic impact of approximately **$19 million** (unfavorable FX, fuel price spreads, and fuel prices)[142](index=142&type=chunk)[143](index=143&type=chunk) - Corporate Payments revenue growth of **35.9%** in Q2 2025 was fueled by **18% organic growth** (driven by a **19% increase in spend volume**) and a **$42 million** contribution from acquisitions[155](index=155&type=chunk) - Vehicle Payments revenue grew **3.0%** in Q2 2025, reflecting **9% organic growth** and a **$4 million** contribution from acquisitions, but was negatively impacted by unfavorable FX (**$10 million**), the disposition of the merchant solutions business (**$10 million**), and unfavorable fuel prices/spreads (**$13 million**)[153](index=153&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, Corpay maintained approximately $3.5 billion in total liquidity, with key capital activities including debt management and ongoing share repurchases - Total liquidity as of June 30, 2025, was approximately **$3.5 billion**, comprising **$1.4 billion** available under the Credit Facility and **$2.2 billion** in unrestricted cash[184](index=184&type=chunk) - In February 2025, the company amended its Credit Agreement to increase Term Loan B commitments by **$750 million**, using the proceeds to pay down the revolving credit facility[192](index=192&type=chunk) - The company utilizes interest rate swaps to hedge variable rate debt, with a cumulative notional value of **$4.5 billion** as of June 30, 2025, and also uses cross-currency swaps to hedge net investments in foreign operations[133](index=133&type=chunk)[201](index=201&type=chunk)[204](index=204&type=chunk) - The stock repurchase program has **$1.2 billion** of remaining authorization available for future repurchases as of June 30, 2025[206](index=206&type=chunk)[207](index=207&type=chunk) [Management's Use of Non-GAAP Financial Measures](index=45&type=section&id=Management%27s%20Use%20of%20Non-GAAP%20Financial%20Measures) Management utilizes non-GAAP measures like Adjusted Net Income and Adjusted EBITDA to assess core operating performance, with Q2 2025 Adjusted Net Income at $366.4 million and Adjusted EBITDA at $620.6 million Reconciliation of Net Income to Adjusted EBITDA (in millions) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income from operations | $284.1 | $251.7 | $528.0 | $481.5 | | EBITDA | $570.7 | $517.7 | $1,090.0 | $1,000.1 | | **Adjusted EBITDA** | **$620.6** | **$554.4** | **$1,176.0** | **$1,070.9** | | Adjusted EBITDA margin | 56.3% | 56.8% | 55.8% | 56.0% | Reconciliation of Net Income to Adjusted Net Income (in thousands) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income attributable to Corpay | $284,168 | $251,625 | $527,401 | $481,394 | | **Adjusted net income attributable to Corpay** | **$366,421** | **$324,983** | **$689,347** | **$626,303** | | Adjusted net income per diluted share | $5.13 | $4.55 | $9.64 | $8.64 | [Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As of June 30, 2025, the company reports no material changes to its market risk disclosures compared to its prior Annual Report on Form 10-K - There have been no material changes in the company's market risk since the end of the previous fiscal year[235](index=235&type=chunk) [Controls and Procedures](index=51&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) As of June 30, 2025, management concluded that disclosure controls and procedures were not effective due to a material weakness in IT general controls, with a remediation plan underway - The CEO and CFO concluded that disclosure controls and procedures were not effective as of June 30, 2025[236](index=236&type=chunk) - The ineffectiveness is due to a material weakness in IT general controls (ITGCs) related to user access management over certain IT systems, first identified in the 2024 Form 10-K[237](index=237&type=chunk) - A remediation plan is underway, focusing on enhancing IT compliance oversight, training, documentation, and system functionality, with remediation expected once new controls operate effectively for a sufficient period[241](index=241&type=chunk)[242](index=242&type=chunk) PART II—OTHER INFORMATION [Legal Proceedings](index=53&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) This section details the company's legal matters, including the dismissal of shareholder derivative lawsuits and the ongoing Federal Trade Commission (FTC) litigation with an uncertain outcome - The consolidated shareholder derivative lawsuit against the company was dismissed by the court on April 1, 2025, and the plaintiffs did not appeal[247](index=247&type=chunk) - The lawsuit filed by the FTC is ongoing, with the District Court granting summary judgment on liability but denying monetary relief, and the case is now under appeal in the Eleventh Circuit[248](index=248&type=chunk)[249](index=249&type=chunk) - The company is currently unable to predict the ultimate outcome or estimate a range of possible losses resulting from the FTC litigation[251](index=251&type=chunk) [Risk Factors](index=54&type=section&id=Item%201A.%20RISK%20FACTORS) The company reports no material changes in its risk factors compared to those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - There have been no material changes in risk factors from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[252](index=252&type=chunk) [Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities](index=54&type=section&id=Item%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%2C%20USE%20OF%20PROCEEDS%20AND%20ISSUER%20PURCHASE%20OF%20EQUITY%20SECURITIES) The company details its Q2 2025 stock repurchase activity, with $1.2 billion remaining authorization under its $9.1 billion program, primarily for employee tax withholding obligations - As of June 30, 2025, the company has up to **$1.2 billion** of remaining authorization under its stock repurchase program[253](index=253&type=chunk) Issuer Purchases of Equity Securities (Q2 2025) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | April 1-30, 2025 | 22,983 | $313.50 | | May 1-31, 2025 | 69,125 | $354.75 | | June 1-30, 2025 | 221 | $326.79 | | **Total Withheld for Taxes** | **92,329** | **$344.41** |

[Executive Summary & Company Overview](index=1&type=section&id=Executive%20Summary%20%26%20Company%20Overview) [Second Quarter 2025 Overview](index=1&type=section&id=Second%20Quarter%202025%20Overview) UWM Holdings Corporation reported strong Q2 2025 results, driven by increased loan volume and the successful deployment of new AI technologies - UWM Holdings Corporation announced Q2 2025 net income of **$314.5 million** and loan origination volume of **$39.7 billion**, marking an **18% increase** year-over-year[2](index=2&type=chunk) - The company's CEO attributed the strong performance to strategic decisions and new AI technologies, Mia and LEO, which are showing measurable results[3](index=3&type=chunk) [Key Financial and Operational Highlights](index=1&type=section&id=Key%20Financial%20and%20Operational%20Highlights) The second quarter of 2025 demonstrated significant improvements across key financial metrics, with substantial increases in originations and a return to net income Second Quarter 2025 Key Highlights (QoQ & YoY Comparison) | Metric | 2Q25 | 1Q25 | 2Q24 | | :------------------------------------------ | :---------- | :---------- | :---------- | | Originations | $39.7 billion | $32.4 billion | $33.6 billion | | Purchase originations | $27.3 billion | $21.7 billion | $27.2 billion | | Total gain margin | 113 bps | 94 bps | 106 bps | | Total revenue | $758.7 million | $613.4 million | $622.4 million | | Net income (loss) | $314.5 million | $(247.0) million | $76.3 million | | Adjusted EBITDA | $195.7 million | $57.8 million | $133.1 million | | Total equity (as of period-end) | $1.7 billion | $1.6 billion | $2.3 billion | | Unpaid principal balance of MSRs (as of period-end) | $211.2 billion | $214.6 billion | $189.5 billion | | Available liquidity (as of period-end) | $2.2 billion | N/A | N/A | [Business and Strategic Initiatives](index=2&type=section&id=Business%20and%20Strategic%20Initiatives) [Second Quarter Business and Product Highlights](index=2&type=section&id=Second%20Quarter%20Business%20and%20Product%20Highlights) UWM launched two significant AI-powered tools to enhance broker efficiency and hosted its large annual UWM LIVE! event for the mortgage broker community - Launched LE Optimizer (LEO), an innovative tool for detailed analysis of competitors' Loan Estimates to help independent mortgage brokers secure better deals for borrowers[9](index=9&type=chunk) - Released Mia, an AI-powered virtual assistant developed in-house to manage client engagement, including inbound/outbound calls, Q&A, and appointment scheduling[10](index=10&type=chunk) - Hosted the 4th annual UWM LIVE! event, the largest mortgage broker event in the country, attracting nearly 6,000 partners to its Pontiac, Michigan campus[11](index=11&type=chunk) [Product and Investor Mix](index=3&type=section&id=Product%20and%20Investor%20Mix) Total originations increased significantly quarter-over-quarter and year-over-year, driven by strong growth in both purchase and refinance segments Product and Investor Mix - Unpaid Principal Balance of Originations (in thousands) | Category | Q2 2025 | Q1 2025 | Q2 2024 | | :-------------------- | :---------- | :---------- | :---------- | | **Purchase:** | | | | | Conventional | $16,825,147 | $13,179,468 | $15,650,022 | | Government | $8,358,290 | $6,673,499 | $8,298,147 | | Jumbo and other | $2,115,964 | $1,894,070 | $3,224,482 | | **Total Purchase** | **$27,299,401** | **$21,747,037** | **$27,172,651** | | **Refinance:** | | | | | Conventional | $5,082,559 | $4,339,327 | $2,506,853 | | Government | $5,688,192 | $4,699,294 | $2,573,514 | | Jumbo and other | $1,674,362 | $1,566,118 | $1,375,975 | | **Total Refinance** | **$12,445,113** | **$10,604,739** | **$6,456,342** | | **Total Originations** | **$39,744,514** | **$32,351,776** | **$33,628,993** | [Third Quarter 2025 Outlook](index=3&type=section&id=Third%20Quarter%202025%20Outlook) For Q3 2025, UWM anticipates loan production volume between $33 billion and $40 billion with a gain margin of 100 to 125 basis points - Anticipated Q3 2025 production volume: **$33 billion to $40 billion**[13](index=13&type=chunk) - Anticipated Q3 2025 gain margin: **100 to 125 basis points**[13](index=13&type=chunk) [Dividend Declaration](index=3&type=section&id=Dividend%20Declaration) UWM's Board of Directors declared a cash dividend of $0.10 per share on Class A common stock for the nineteenth consecutive quarter - Cash dividend of **$0.10 per share** on outstanding Class A common stock declared for the nineteenth consecutive quarter[14](index=14&type=chunk) - Dividend payable on **October 9, 2025**, to stockholders of record as of **September 18, 2025**[14](index=14&type=chunk) [Detailed Financial Performance](index=2&type=section&id=Detailed%20Financial%20Performance) [Production and Income Statement Highlights](index=2&type=section&id=Production%20and%20Income%20Statement%20Highlights) UWM demonstrated strong financial recovery in Q2 2025, reporting significant increases in loan origination volume, total revenue, and net income Production and Income Statement Highlights (dollars in thousands, except per share amounts) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :--------------------------------- | :---------- | :---------- | :---------- | | Loan origination volume | $39,744,514 | $32,351,776 | $33,628,993 | | Total gain margin | 1.13% | 0.94% | 1.06% | | Total revenue | $758,700 | $613,370 | $622,413 | | Net income (loss) | $314,479 | $(247,028) | $76,286 | | Diluted earnings (loss) per share | 0.11 | (0.12) | 0.03 | | Adjusted diluted earnings (loss) per share | 0.16 | N/A | 0.04 | | Adjusted net income (loss) | $249,429 | $(195,300) | $59,809 | | Adjusted EBITDA | $195,683 | $57,803 | $133,146 | [Balance Sheet Highlights](index=2&type=section&id=Balance%20Sheet%20Highlights) The company's balance sheet shows sequential growth in total equity, though total assets slightly decreased from the prior quarter Balance Sheet Highlights as of Period-end (dollars in thousands) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :-------------------------- | :---------- | :---------- | :---------- | | Cash and cash equivalents | $489,984 | $485,024 | $680,513 | | Mortgage loans at fair value | $8,040,310 | $8,402,211 | $8,236,183 | | Mortgage servicing rights | $3,445,195 | $3,321,457 | $2,650,090 | | Total assets | $13,886,889 | $14,048,433 | $12,921,641 | | Non-funding debt | $3,323,565 | $3,149,687 | $2,108,426 | | Total equity | $1,747,982 | $1,635,349 | $2,329,012 | | Non-funding debt to equity | 1.90 | 1.93 | 0.91 | [Mortgage Servicing Rights (MSRs)](index=2&type=section&id=Mortgage%20Servicing%20Rights%20(MSRs)) The unpaid principal balance of MSRs slightly decreased quarter-over-quarter while the weighted average interest rate continued to rise Mortgage Servicing Rights (dollars in thousands) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :-------------------------- | :---------- | :---------- | :---------- | | Unpaid principal balance | $211,237,964 | $214,615,072 | $189,482,798 | | Weighted average interest rate | 5.51% | 5.44% | 4.31% | | Weighted average age (months) | 19 | 19 | 26 | [Non-GAAP Financial Measures & Definitions](index=3&type=section&id=Non-GAAP%20Financial%20Measures%20%26%20Definitions) [Key Operational Metrics Definitions](index=3&type=section&id=Key%20Operational%20Metrics%20Definitions) This section defines key operational metrics used by management, including 'Loan origination volume' and 'Total gain margin' - Loan origination volume is defined as the aggregate principal of residential mortgage loans originated by the Company during a period[16](index=16&type=chunk) - Total gain margin is defined as total loan production income divided by loan origination volume for the applicable periods[16](index=16&type=chunk) [Non-GAAP Metrics Definitions and Reconciliations](index=3&type=section&id=Non-GAAP%20Metrics%20Definitions%20and%20Reconciliations) The company provides definitions and reconciliations for non-GAAP metrics to offer a more comparable view of its performance - Adjusted net income (loss) is pre-tax income (loss) with an adjusted income tax provision (benefit) to reflect 100% economic interest in UWM[17](index=17&type=chunk) - Adjusted diluted EPS is Adjusted net income (loss) divided by the weighted average number of Class A common stock outstanding, assuming conversion of Class D shares[17](index=17&type=chunk) - Adjusted EBITDA is earnings before interest expense on non-funding debt, income taxes, depreciation, and amortization, adjusted for various non-cash and non-operating items[18](index=18&type=chunk)[19](index=19&type=chunk) - Non-funding debt includes senior notes, lines of credit, borrowings against investment securities, and finance leases, with the Non-funding debt-to-equity ratio calculated as total non-funding debt divided by total equity[20](index=20&type=chunk) Adjusted Net Income Reconciliation (dollars in thousands) | Adjusted net income | Q2 2025 | Q1 2025 | Q2 2024 | | :-------------------------------- | :---------- | :---------- | :---------- | | Earnings (loss) before income taxes | $329,418 | $(260,816) | $77,072 | | Adjusted income tax (provision) benefit | $(79,989) | $65,516 | $(17,263) | | Adjusted net income (loss) | $249,429 | $(195,300) | $59,809 | Adjusted Diluted EPS Reconciliation | Adjusted Diluted EPS | Q2 2025 | Q2 2024 | | :------------------------------------------ | :---------- | :---------- | | Diluted weighted average Class A Common shares outstanding | 202,133,122 | 95,387,609 | | Assumed pro forma conversion of Class D shares | 1,396,892,510 | 1,502,069,787 | | Adjusted diluted weighted average shares outstanding | 1,599,025,632 | 1,597,457,396 | | Adjusted Net Income (in thousands) | $249,429 | $59,809 | | Adjusted Diluted EPS | 0.16 | 0.04 | Adjusted EBITDA Reconciliation (dollars in thousands) | Adjusted EBITDA | Q2 2025 | Q1 2025 | Q2 2024 | | :------------------------------------------ | :---------- | :---------- | :---------- | | Net income (loss) | $314,479 | $(247,028) | $76,286 | | Interest expense on non-funding debt | $50,775 | $50,081 | $31,951 | | Provision (benefit) for income taxes | $14,939 | $(13,788) | $786 | | Depreciation and amortization | $12,200 | $11,340 | $11,404 | | Stock-based compensation expense | $11,729 | $8,310 | $3,937 | | Change in fair value of MSRs due to valuation inputs or assumptions | $(3,154) | $250,821 | $38,222 | | Gain on other interest rate derivatives | $(208,904) | — | $(27,166) | | Deferred compensation, net | $1,773 | $914 | $(1,169) | | Change in fair value of Public and Private Warrants | $(1,309) | $(685) | $(1,739) | | Change in Tax Receivable Agreement liability | $3,557 | $(442) | — | | Change in fair value of investment securities | $(402) | $(1,721) | $634 | | Adjusted EBITDA | $195,683 | $57,803 | $133,146 | Non-funding Debt and Non-funding Debt to Equity Reconciliation (dollars in thousands) | Non-funding debt and non-funding debt to equity | Q2 2025 | Q1 2025 | Q2 2024 | | :-------------------------------------------- | :---------- | :---------- | :---------- | | Senior notes | $2,787,797 | $2,786,467 | $1,990,233 | | Secured lines of credit | $425,000 | $250,000 | — | | Borrowings against investment securities | $86,896 | $88,775 | $91,406 | | Finance lease liability | $23,872 | $24,445 | $26,787 | | **Total non-funding debt** | **$3,323,565** | **$3,149,687** | **$2,108,426** | | Total equity | $1,747,982 | $1,635,349 | $2,329,012 | | **Non-funding debt to equity** | **1.90** | **1.93** | **0.91** | [Corporate Information & Disclosures](index=3&type=section&id=Corporate%20Information%20%26%20Disclosures) [Earnings Conference Call Details](index=3&type=section&id=Earnings%20Conference%20Call%20Details) UWM will host a conference call on August 7, 2025, to review Q2 2025 results, with webcast details available online - Conference call for financial analysts and investors scheduled for **Thursday, August 7, 2025, at 10:00 a.m. ET**[15](index=15&type=chunk) - Purpose is to review Q2 2025 results and answer questions[15](index=15&type=chunk) - Registration for a toll-free dial-in number is available, with audio webcast, taped replay, transcript, and supporting materials on the investor relations website[15](index=15&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=5&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section warns that forward-looking statements are subject to risks and uncertainties and that actual results may differ materially - The press release includes forward-looking statements regarding future events, strategies, and financial performance[23](index=23&type=chunk) - These statements are subject to risks and uncertainties, many outside of the company's control, which could cause future events or results to differ materially[23](index=23&type=chunk) - The company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date of the release[23](index=23&type=chunk) [About UWM Holdings Corporation](index=5&type=section&id=About%20UWM%20Holdings%20Corporation) UWM Holdings Corporation is the parent of United Wholesale Mortgage, the nation's largest wholesale and purchase mortgage lender - UWM Holdings Corporation is the publicly traded indirect parent of United Wholesale Mortgage (UWM)[24](index=24&type=chunk) - UWM is the nation's largest home mortgage lender, exclusively originating loans through the wholesale channel, and has been the largest wholesale mortgage lender for ten consecutive years[24](index=24&type=chunk) - The company emphasizes continuous innovation of technology, enhanced client experience, proprietary platforms, superior service, and focused partnership with independent mortgage brokers[24](index=24&type=chunk) [Investor and Media Contacts](index=5&type=section&id=Investor%20and%20Media%20Contacts) Contact information for investor relations and media inquiries is provided for UWM Holdings Corporation - Investor Contact: Blake Kolo at InvestorRelations@uwm.com[25](index=25&type=chunk) - Media Contact: Nicole Roberts at Media@uwm.com[25](index=25&type=chunk) [Consolidated Financial Statements](index=6&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Balance Sheets (Q2 2025 vs Dec 31, 2024)](index=6&type=section&id=Consolidated%20Balance%20Sheets%20(Q2%202025%20vs%20Dec%2031%2C%202024)) The consolidated balance sheets detail assets, liabilities, and equity as of June 30, 2025, and December 31, 2024 Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :-------------- | :---------------- | | **Assets** | | | | Cash and cash equivalents | $489,984 | $507,339 | | Mortgage loans at fair value | $8,040,310 | $9,516,537 | | Mortgage servicing rights | $3,445,195 | $3,969,881 | | Total assets | $13,886,889 | $15,671,116 | | **Liabilities and Equity** | | | | Warehouse lines of credit | $7,254,526 | $8,697,744 | | Senior notes | $2,787,797 | $2,785,326 | | Total liabilities | $12,138,907 | $13,617,268 | | Total equity | $1,747,982 | $2,053,848 | [Consolidated Statements of Operations (Q2 2025 vs Q1 2025 vs Q2 2024)](index=7&type=section&id=Consolidated%20Statements%20of%20Operations%20(Q2%202025%20vs%20Q1%202025%20vs%20Q2%202024)) The statements of operations show a significant increase in total revenue and a return to net income compared to the prior quarter Consolidated Statements of Operations (in thousands, except per share amounts) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :------------------------------------------ | :---------- | :---------- | :---------- | | **Revenue** | | | | | Loan production income | $447,882 | $304,751 | $357,109 | | Loan servicing income | $178,813 | $190,517 | $143,910 | | Interest income | $132,005 | $118,102 | $121,394 | | **Total revenue** | **$758,700** | **$613,370** | **$622,413** | | **Other gains (losses)** | | | | | Change in fair value of mortgage servicing rights | $(111,421) | $(388,585) | $(142,485) | | Gain on other interest rate derivatives | $208,904 | — | $27,166 | | Other gains (losses), net | $97,483 | $(388,585) | $(115,319) | | **Expenses** | | | | | Salaries, commissions and benefits | $211,461 | $192,800 | $160,311 | | Direct loan production costs | $46,330 | $43,127 | $45,485 | | Marketing, travel, and entertainment | $26,379 | $22,190 | $24,438 | | Depreciation and amortization | $12,200 | $11,340 | $11,404 | | General and administrative | $59,999 | $68,148 | $55,051 | | Servicing costs | $35,083 | $30,434 | $25,787 | | Interest expense | $133,467 | $120,410 | $108,651 | | Other expense (income) | $1,846 | $(2,848) | $(1,105) | | **Total expenses** | **$526,765** | **$485,601** | **$430,022** | | **Earnings (loss) before income taxes** | **$329,418** | **$(260,816)** | **$77,072** | | Provision (benefit) for income taxes | $14,939 | $(13,788) | $786 | | **Net income (loss)** | **$314,479** | **$(247,028)** | **$76,286** | | Net income (loss) attributable to non-controlling interest | $291,570 | $(233,349) | $73,236 | | Net income (loss) attributable to UWMC | $22,909 | $(13,679) | $3,050 | | **Earnings (loss) per share of Class A common stock:** | | | | | Basic | $0.11 | $(0.08) | $0.03 | | Diluted | $0.11 | $(0.12) | $0.03 | [Consolidated Balance Sheets (Five Quarters Trend)](index=9&type=section&id=Consolidated%20Balance%20Sheets%20(Five%20Quarters%20Trend)) This section provides consolidated balance sheets for the past five quarters, offering a historical trend of the company's financial position Consolidated Balance Sheets (in thousands, except shares and per share amounts) | Metric | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | | :------------------------------------------ | :-------------- | :--------------- | :---------------- | :----------------- | :-------------- | | **Assets** | | | | | | | Cash and cash equivalents, including restricted cash | $489,984 | $485,024 | $507,339 | $636,327 | $680,153 | | Mortgage loans at fair value | $8,040,310 | $8,402,211 | $9,516,537 | $10,141,683 | $8,236,183 | | Mortgage servicing rights | $3,445,195 | $3,321,457 | $3,969,881 | $2,800,054 | $2,650,090 | | Total assets | $13,886,889 | $14,048,433 | $15,671,116 | $15,119,798 | $12,921,641 | | **Liabilities and Equity** | | | | | | | Warehouse lines of credit | $7,254,526 | $7,573,139 | $8,697,744 | $9,207,746 | $7,429,591 | | Senior notes | $2,787,797 | $2,786,467 | $2,785,326 | $1,991,216 | $1,990,233 | | Total liabilities | $12,138,907 | $12,413,084 | $13,617,268 | $12,939,271 | $10,592,629 | | Total equity | $1,747,982 | $1,635,349 | $2,053,848 | $2,180,527 | $2,329,012 | [Consolidated Statements of Operations (Five Quarters Trend)](index=10&type=section&id=Consolidated%20Statements%20of%20Operations%20(Five%20Quarters%20Trend)) This section presents the consolidated statements of operations for the past five quarters, illustrating trends in financial performance Consolidated Statements of Operations (in thousands, except shares and per share amounts) | Metric | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | | :------------------------------------------ | :-------------- | :--------------- | :---------------- | :----------------- | :-------------- | | **Revenue** | | | | | | | Loan production income | $447,882 | $304,751 | $407,229 | $465,548 | $357,109 | | Loan servicing income | $178,813 | $190,517 | $173,300 | $134,753 | $143,910 | | Interest income | $132,005 | $118,102 | $140,067 | $145,297 | $121,394 | | **Total revenue** | **$758,700** | **$613,370** | **$720,596** | **$745,598** | **$622,413** | | **Other gains (losses)** | | | | | | | Change in fair value of mortgage servicing rights | $(111,421) | $(388,585) | $309,149 | $(446,100) | $(142,485) | | Gain (loss) on other interest rate derivatives | $208,904 | — | $(469,538) | $226,936 | $27,166 | | Other gains (losses), net | $97,483 | $(388,585) | $(160,389) | $(219,164) | $(115,319) | | **Expenses** | | | | | | | Salaries, commissions and benefits | $211,461 | $192,800 | $193,155 | $181,453 | $160,311 | | Direct loan production costs | $46,330 | $43,127 | $54,958 | $58,398 | $45,485 | | Marketing, travel, and entertainment | $26,379 | $22,190 | $30,771 | $22,462 | $24,438 | | Depreciation and amortization | $12,200 | $11,340 | $11,094 | $11,636 | $11,404 | | General and administrative | $59,999 | $68,148 | $60,314 | $53,664 | $55,051 | | Servicing costs | $35,083 | $30,434 | $29,866 | $25,009 | $25,787 | | Interest expense | $133,467 | $120,410 | $142,342 | $141,102 | $108,651 | | Other expense (income) | $1,846 | $(2,848) | $(4,625) | $421 | $(1,105) | | **Total expenses** | **$526,765** | **$485,601** | **$517,875** | **$494,145** | **$430,022** | | **Earnings (loss) before income taxes** | **$329,418** | **$(260,816)** | **$42,332** | **$32,289** | **$77,072** | | Provision (benefit) for income taxes | $14,939 | $(13,788) | $1,719 | $344 | $786 | | **Net income (loss)** | **$314,479** | **$(247,028)** | **$40,613** | **$31,945** | **$76,286** | | Net income (loss) attributable to non-controlling interest | $291,570 | $(233,349) | $31,694 | $38,240 | $73,236 | | Net income (loss) attributable to UWMC | $22,909 | $(13,679) | $8,919 | $(6,295) | $3,050 | | **Earnings (loss) per share of Class A common stock:** | | | | | | | Basic | $0.11 | $(0.08) | $0.06 | $(0.06) | $0.03 | | Diluted | $0.11 | $(0.12) | $0.02 | $(0.06) | $0.03 |

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 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 001-39531 Processa Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 45-1539785 (State ...

[PART I FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) The company achieved significant profitability and strengthened its financial position in Q2 2025, driven by DefenCath and financing [Unaudited Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The company achieved significant profitability and substantial asset growth in Q2 2025, driven by product sales and financing activities [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$252.6 million**, driven by cash, while equity surged to **$220.6 million** by June 30, 2025 Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $159,309 | $40,651 | | Total current assets | $248,057 | $114,575 | | **Total Assets** | **$252,599** | **$118,846** | | **Liabilities & Equity** | | | | Total current liabilities | $31,711 | $33,840 | | **Total Liabilities** | **$31,969** | **$34,189** | | **Total Stockholders' Equity** | **$220,630** | **$84,657** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company achieved **$19.8 million** net income for Q2 2025 and **$40.5 million** for six months, reversing prior-year losses Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | 6 Months 2025 | 6 Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $39,737 | $806 | $78,818 | $806 | | Gross profit (loss) | $37,874 | $296 | $75,359 | ($522) | | Income (loss) From Operations | $19,544 | ($15,301) | $39,669 | ($32,005) | | Net Income (Loss) | $19,828 | ($14,151) | $40,472 | ($28,618) | | Net Income (Loss) Per Share – Basic | $0.29 | ($0.25) | $0.60 | ($0.50) | | Net Income (Loss) Per Share - Diluted | $0.28 | ($0.25) | $0.58 | ($0.50) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating activities generated **$49.7 million** cash for H1 2025, resulting in a **$118.7 million** net increase in cash Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $49,728 | ($31,350) | | Net cash (used in) provided by investing activities | ($20,407) | $15,214 | | Net cash provided by financing activities | $89,335 | $959 | | **Net Increase (Decrease) in Cash** | **$118,658** | **($15,178)** | | **Cash, Cash Equivalents and Restricted Cash - End of Period** | **$159,414** | **$28,645** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail Melinta acquisition, **$150 million** convertible notes, improved liquidity, and a **$2.0 million** impact from Medicaid rebate changes - On August 7, 2025, the Company entered into an agreement to acquire Melinta Therapeutics for **$260 million** in cash and **$40 million** in common shares, with additional contingent payments possible[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk) - To partially fund the Melinta acquisition, the company entered into agreements on August 6, 2025, to issue **$150 million** in convertible senior notes due 2030 with a **4.00%** interest rate[27](index=27&type=chunk)[28](index=28&type=chunk) - The company's revenue is highly concentrated, with one customer (Customer A) accounting for **59%** of revenue in Q2 2025 and **68%** for the first six months of 2025[37](index=37&type=chunk) - A change in estimate for Medicaid utilization rates negatively impacted net income by **$2.0 million** for the three months ended June 30, 2025, reducing basic and diluted EPS by **$0.03** and **$0.02**, respectively[69](index=69&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes profitability to DefenCath's launch, with a planned Melinta acquisition and strengthened liquidity [Results of Operations](index=45&type=section&id=Results%20of%20Operations) Revenue surged to **$78.8 million** for H1 2025, driving a **241%** increase in net income and reversing prior-year losses Comparison of Operating Results (in thousands) | Metric | 6 Months 2025 | 6 Months 2024 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $78,818 | $806 | 9,678% | | Gross profit (loss) | $75,359 | ($522) | 14,530% | | Research and development | ($5,635) | ($1,489) | 279% | | Selling and marketing | ($10,858) | ($13,724) | (21)% | | General and administrative | ($19,197) | ($16,270) | 18% | | Income (loss) from operations | $39,669 | ($32,005) | 224% | | Net income (loss) | $40,472 | ($28,618) | 241% | - Revenue for the six months ended June 30, 2025, increased by **$78.0 million**, or **9,678%**, due to the commercial launch of DefenCath in April 2024 (inpatient) and July 2024 (outpatient)[194](index=194&type=chunk) - Selling & Marketing expenses decreased by **21%** for the six-month period, primarily due to higher pre-launch and launch costs for DefenCath incurred in 2024[197](index=197&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity improved to **$190.7 million** cash and investments, supported by **$49.7 million** operating cash flow and an **$82.4 million** public offering - On June 30, 2025, the company completed a public offering of common stock, receiving net proceeds of approximately **$82.4 million**[204](index=204&type=chunk) - Net cash provided by operating activities was **$49.7 million** for the first six months of 2025, a stark contrast to the **$31.4 million** used in the same period of 2024, primarily due to achieving net income[207](index=207&type=chunk) - As of June 30, 2025, the company estimates it has sufficient cash to fund operations for at least the next twelve months[213](index=213&type=chunk) [Critical Accounting Estimates](index=49&type=section&id=Critical%20Accounting%20Estimates) Key estimates include variable consideration, litigation contingencies, and a **$2.0 million** negative impact from Medicaid rebate changes - A change in estimate for Medicaid and commercial rebates negatively impacted net income by **$2,029,000** for the three months ended June 30, 2025, due to new information on utilization rates[219](index=219&type=chunk) - The company maintains a full valuation allowance against its deferred tax assets as of June 30, 2025, despite generating taxable income, due to uncertainty regarding the full year's profitability compared to historical losses[219](index=219&type=chunk) - Estimating variable consideration for product returns is a critical estimate due to a lack of significant historical trends, with an accrued returns allowance of **$2.2 million** as of June 30, 2025[220](index=220&type=chunk) [Quantitative and Qualitative Disclosure About Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) As a Smaller Reporting Company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a Smaller Reporting Company, CorMedix is not required to provide quantitative and qualitative disclosures about market risk[222](index=222&type=chunk) [Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of June 30, 2025, with no material changes in internal control over financial reporting - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[223](index=223&type=chunk) - No changes occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[224](index=224&type=chunk) [PART II OTHER INFORMATION](index=52&type=section&id=PART%20II%20OTHER%20INFORMATION) This section details legal proceedings, new risk factors from the Melinta acquisition and international trade, and other corporate information [Legal Proceedings](index=52&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ongoing legal proceedings, including a securities class action lawsuit and shareholder derivative litigation - For information regarding legal proceedings, the report refers to Note 5, Commitments and Contingencies, in the financial statements[227](index=227&type=chunk) [Risk Factors](index=52&type=section&id=Item%201A.%20Risk%20Factors) New risks relate to the Melinta acquisition, including integration challenges, and potential impacts from international trade policies and tariffs - The proposed acquisition of Melinta is subject to significant risks, including the potential for the merger not to be completed, which could adversely affect the company's stock price and business[228](index=228&type=chunk) - The company may be unable to successfully integrate Melinta's business, which could prevent the realization of anticipated synergies and benefits[234](index=234&type=chunk) - The company's business may be adversely affected by tariffs and trade restrictions, as it relies on third-party manufacturers in Europe for DefenCath, with a new **15%** EU tariff announced on certain products[240](index=240&type=chunk)[242](index=242&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred during the reporting period - There were no unregistered sales of equity securities during the period[247](index=247&type=chunk) [Other Information](index=55&type=section&id=Item%205.%20Other%20Information) On August 6, 2025, the company filed a Third Amended and Restated Certificate of Designation for its Series E Convertible Preferred Stock - On August 6, 2025, the Company filed a Third Amended and Restated Certificate of Designation for the Series E Convertible Preferred Stock[250](index=250&type=chunk) [Exhibits](index=56&type=section&id=Item%206.%20Exhibits) Key exhibits include the Melinta Merger Agreement, Convertible Notes forms, and Sarbanes-Oxley certifications - Key exhibits filed with the report include the Merger Agreement with Melinta, forms for the Convertible Notes offering, and Sarbanes-Oxley certifications[253](index=253&type=chunk)

Exhibit 99.1 SS Innovations Reports Second Quarter 2025 Financial Results Record Quarterly Revenue of $10.0 Million Driven by Higher SSi Mantra 3 Unit Sales Gross Profit More than Tripled, Driven by Gross Margin Expansion and Revenue Growth ● Revenue increased 85.6% to $15.1 million from $8.1 million in the first half of 2024. ● Gross margin expanded to 46.3% from 26.6% in the first half of 2024. ● Gross profit rose 223.3% to $7.0 million from $2.2 million in the first half of 2024. ● Net loss of $5.9 milli ...

FOR THE QUARTERLY PERIOD ENDED June 30, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 814-00852 SuRo Capital Corp. (Exact name of registrant as specified in its charter) Maryland 27-4443543 (State or other jurisdiction of incorporation or organization) 64 ...

[PART I. Financial Information](index=4&type=section&id=PART%20I.%20Financial%20Information) [Financial Statements (Unaudited)](index=4&type=section&id=ITEM%201.%20Financial%20Statements%20(Unaudited)) Presents BARK, Inc.'s unaudited condensed consolidated financial statements for Q2 2025, covering balance sheets, operations, cash flows, and notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Balance Sheet Highlights (in thousands) | Balance Sheet Item | June 30, 2025 | March 31, 2025 | | :--- | :--- | :--- | | Cash and cash equivalents | $84,665 | $94,022 | | Inventory | $98,124 | $88,126 | | Total Assets | $259,951 | $260,635 | | Total current liabilities | $130,491 | $124,040 | | Total liabilities | $165,982 | $161,109 | | Total stockholders' equity | $93,969 | $99,526 | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Statement of Operations Highlights (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | $102,861 | $116,212 | | Gross Profit | $64,077 | $73,266 | | Total Operating Expenses | $72,430 | $83,858 | | Loss from Operations | $(8,353) | $(10,592) | | Net Loss | $(7,030) | $(10,039) | | Net loss per share | $(0.04) | $(0.06) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(5,440) | $1,792 | | Net cash used in investing activities | $(708) | $(2,043) | | Net cash used in financing activities | $(2,130) | $(4,300) | | Net decrease in cash | $(8,328) | $(4,530) | | Cash, cash equivalents and restricted cash - end of period | $89,203 | $126,174 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Detailed notes cover accounting policies, revenue disaggregation, debt, equity, stock compensation, leases, legal contingencies, and segment reporting - The company operates in two reportable segments: Direct to Consumer (DTC) and Commerce, with CODM evaluating segment performance based on gross profit[90](index=90&type=chunk)[92](index=92&type=chunk) Revenue by Segment (in thousands) | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Direct to Consumer | $89,176 | $107,059 | | Commerce | $13,685 | $9,153 | | **Total Revenue** | **$102,861** | **$116,212** | - As of June 30, 2025, the company had **$42.9 million** of outstanding borrowings under the 2025 Convertible Notes, maturing on December 1, 2025[54](index=54&type=chunk)[59](index=59&type=chunk) - During the three months ended June 30, 2025, the company repurchased **1.3 million shares** of its common stock for **$1.8 million**, completing its authorized repurchase programs[66](index=66&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 2025 financial results, highlighting an 11.5% revenue decrease, improved net loss, segment performance, and liquidity Key Performance Indicators | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Total Orders (in thousands) | 2,819 | 3,442 | | Average Order Value | $30.80 | $30.94 | - Direct to Consumer (DTC) revenue decreased by **16.7%** primarily due to an **18.1% decrease in Total Orders**, partially offset by **$2.3 million** in revenue from the new BARK Air initiative[129](index=129&type=chunk) - Commerce revenue grew **49.5%** due to increased sales volume from both new and existing retail customers[130](index=130&type=chunk) Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | Line Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net Loss | $(7,030) | $(10,039) | | Adjustments (Interest, D&A, Stock Comp, etc.) | $7,118 | $8,243 | | **Adjusted EBITDA** | **$88** | **$(1,796)** | - As of June 30, 2025, the company had cash and cash equivalents of **$84.7 million** and believes this is sufficient to fund operations for at least the next 12 months[153](index=153&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=37&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company discloses minimal exposure to market risks, including interest rate, inflation, and foreign exchange, deeming them immaterial - The company does not anticipate material risks from changes in interest rates, holding **$84.7 million** in cash and cash equivalents with no outstanding borrowings as of June 30, 2025[175](index=175&type=chunk)[176](index=176&type=chunk) - Management does not believe that inflation has had a material effect on the business, financial condition, or results of operations[177](index=177&type=chunk) - Foreign currency translation risk is not expected to have a material impact as the company operates primarily within the United States and transacts mostly in U.S. dollars[178](index=178&type=chunk) [Controls and Procedures](index=37&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective, with no material changes in internal control over financial reporting - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures are effective[179](index=179&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[179](index=179&type=chunk) [PART II. Other Information](index=38&type=section&id=PART%20II.%20Other%20Information) [Legal Proceedings](index=38&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is involved in a putative class action lawsuit related to its merger, with potential liability unquantifiable - A putative class action complaint, Kenville v. Northern Star Sponsor LLC, et al., is pending against certain former officers and directors of Northern Star Acquisition Corp. and its sponsor[181](index=181&type=chunk) - The claims alleged are for breach of fiduciary duty and unjust enrichment, with the company currently unable to quantify any potential liability from this litigation[181](index=181&type=chunk) [Risk Factors](index=38&type=section&id=ITEM%201A.%20Risk%20Factors) This section details numerous risks, including consumer spending reliance, customer acquisition, supply chain, competition, and cybersecurity - The business depends on consumer discretionary spending, which can be negatively impacted by economic downturns, inflation, and other macroeconomic conditions[195](index=195&type=chunk)[197](index=197&type=chunk) - The company faces challenges in acquiring and retaining customers cost-effectively and depends on digital channels, which are subject to algorithm and policy changes[187](index=187&type=chunk)[188](index=188&type=chunk) - There is a critical reliance on a limited number of suppliers and manufacturers, primarily located in Asia, introducing risks related to trade policies, tariffs, and geopolitical developments[200](index=200&type=chunk)[202](index=202&type=chunk) - The company is subject to risks from online payment methods, reliance on third-party SaaS technologies, and potential compromises of its computer networks and databases containing personal information[210](index=210&type=chunk)[212](index=212&type=chunk)[216](index=216&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=52&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred; the company repurchased 1.3 million shares for $1.8 million, completing its program Issuer Purchases of Equity Securities (For the three months ended June 30, 2025) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Approximate Dollar Value that May Yet be Purchased | | :--- | :--- | :--- | :--- | | April 1-30, 2025 | 1,310,627 | $1.35 | $— | | **Total** | **1,310,627** | **$1.35** | **$—** | - The repurchase of **1.3 million shares** for **$1.8 million** in April 2025 completed the company's total authorized stock repurchase program of **$26.5 million**[249](index=249&type=chunk) [Defaults Upon Senior Securities](index=52&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities during the period - None[250](index=250&type=chunk) [Mine Safety Disclosures](index=53&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[251](index=251&type=chunk) [Other Information](index=53&type=section&id=ITEM%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 trading plans during the reporting period - No directors or officers adopted or terminated any Rule 10b5-1(c) trading plans during the period covered by the report[252](index=252&type=chunk) [Exhibits](index=53&type=section&id=ITEM%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO/CFO certifications and interactive data files (Inline XBRL) - Exhibits filed with the report include CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[255](index=255&type=chunk) - The filing also includes Inline XBRL Instance, Schema, Calculation, Definition, Label, and Presentation documents[255](index=255&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 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: 001-42272 MBX Biosciences, Inc. (Exact Name of Registrant as Specified in its Charter) (317) 659-0 ...