| Consolidated | | Results | | | | | | | Page | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Consolidated | | Financial | | Highlights | | | | | 3 | | Condensed | | Consolidated | | Income | Statement | | | | 4 | | Condensed | | Consolidated | | Balance | Sheet | | | | 5 | | Fee and | Other | Revenue | | | | | | | 6 | | Average | Balances | and | Interest | Rates | | | | | 7 | | Capital | and Liquidity | | | | | | | | 8 | | Business | Segment | | Results | | | | | | | | Securities | Servi ...

[Executive Summary & Key Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Key%20Highlights) [Third Quarter 2025 Performance Overview](index=1&type=section&id=Third%20Quarter%202025%20Performance%20Overview) M&T Bank Corporation reported strong third-quarter 2025 results with significant increases in net income and diluted EPS compared to both the previous quarter and the prior year, driven by higher net interest income and noninterest income, alongside improved asset quality Earnings Highlights | Earnings Highlights | 3Q25 | 2Q25 | 3Q24 | | :----------------------------------- | :--- | :--- | :--- | | Net income | $792 million | $716 million | $721 million | | Diluted earnings per common share | $4.82 | $4.24 | $4.02 | | Return on average assets - annualized | 1.49 % | 1.37 % | 1.37 % | | Return on average common shareholders' equity - annualized | 11.45 % | 10.39 % | 10.26 % | Selected Ratios | Selected Ratios | 3Q25 | 2Q25 | 3Q24 | | :----------------------------------- | :--- | :--- | :--- | | Net interest margin | 3.68 % | 3.62 % | 3.62 % | | Efficiency ratio (1) | 53.6 | 55.2 | 55.0 | | Net charge-offs to average total loans - annualized | .42 | .32 | .35 | | Allowance for loan losses to total loans | 1.58 | 1.61 | 1.62 | | Nonaccrual loans to total loans | 1.10 | 1.16 | 1.42 | | Common equity Tier 1 ("CET1") capital ratio (2) | 10.99 | 10.99 | 11.54 | [CFO Commentary](index=1&type=section&id=CFO%20Commentary) The CFO highlighted strong fee income and earnings growth, attributing it to prudent lending, improved credit quality, and loan growth. The company also returned capital to investors, including an 11% increase in quarterly dividends - M&T's businesses generated **strong fee income** in 2025, contributing to earnings growth in the recent quarter[5](index=5&type=chunk) - Improved credit quality and loan growth reflect dedication to prudent lending[5](index=5&type=chunk) - The company returned capital to investors, including an **11% increase** in quarterly dividends on common stock[5](index=5&type=chunk) [Key Operational and Financial Developments](index=1&type=section&id=Key%20Operational%20and%20Financial%20Developments) Key developments include an increase in taxable-equivalent net interest income, growth in average loans (commercial and industrial, consumer, residential real estate), higher noninterest income driven by earnout payments and investment distributions, and an increase in noninterest expense due to severance and impairment charges. Asset quality improved, and share repurchases continued - Taxable-equivalent net interest income increased **$51 million** QoQ due to an additional earning day, favorable repricing, and an alignment of amortization periods for municipal bonds[7](index=7&type=chunk) - Average loans increased, reflecting higher balances in commercial and industrial, consumer, and residential real estate loans, partially offset by a decline in commercial real estate loans[7](index=7&type=chunk) - Noninterest income rose due to a **$28 million** earnout payment from the CIT business sale, a **$20 million** distribution from BLG investment, higher mortgage banking revenues, and a gain on equipment lease sales[7](index=7&type=chunk) - Noninterest expense increased primarily due to higher severance-related expense, an impairment of a renewable energy tax credit investment, and a rise in supplemental executive retirement savings plan expenses[7](index=7&type=chunk) - Allowance for loan losses as a percentage of total loans declined **3 basis points to 1.58%** at September 30, 2025, reflecting improved asset quality[7](index=7&type=chunk) - M&T repurchased **2.1 million shares** of common stock for **$409 million** in 3Q25, a decrease from **6.1 million shares** for **$1.1 billion** in 2Q25[7](index=7&type=chunk) [Non-GAAP Financial Measures](index=3&type=section&id=Non-GAAP%20Financial%20Measures) [Definition and Reconciliation](index=3&type=section&id=Definition%20and%20Reconciliation) M&T provides supplemental reporting on a "net operating" or "tangible" basis, excluding the after-tax effect of amortization of core deposit and other intangible assets, and merger-related expenses, which management considers nonoperating. This provides an alternative view of performance - M&T's non-GAAP reporting excludes after-tax amortization of core deposit and other intangible assets, and merger-related expenses, which are deemed 'nonoperating' by management[10](index=10&type=chunk) Non-GAAP Measures | Item | 3Q25 | 2Q25 | Change 3Q25 vs. 2Q25 | 3Q24 | Change 3Q25 vs. 3Q24 | | :----------------------------------- | :--- | :--- | :--- | :--- | :--- | | Net operating income | $798 | $724 | 10 % | $731 | 9 % | | Diluted net operating earnings per common share | $4.87 | $4.28 | 14 % | $4.08 | 19 % | | Annualized return on average tangible assets | 1.56 % | 1.44 % | | 1.45 % | | | Annualized return on average tangible common equity | 17.13 % | 15.54 % | | 15.47 % | | | Efficiency ratio | 53.6 | 55.2 | | 55.0 | | | Tangible equity per common share | $115.31 | $112.48 | 3 % | $107.97 | 7 % | [Net Interest Income Analysis](index=3&type=section&id=Net%20Interest%20Income%20Analysis) [Taxable-equivalent Net Interest Income](index=3&type=section&id=Taxable-equivalent%20Net%20Interest%20Income) Taxable-equivalent net interest income increased both quarter-over-quarter and year-over-year, primarily due to favorable earning asset and interest-bearing liability repricing, which widened the net interest spread Taxable-equivalent Net Interest Income (Dollars in millions) | Item | 3Q25 | 2Q25 | Change 3Q25 vs. 2Q25 | 3Q24 | Change 3Q25 vs. 3Q24 | | :----------------------------------- | :--- | :--- | :--- | :--- | :--- | | Net interest income - taxable-equivalent | $1,773 | $1,722 | 3 % | $1,739 | 2 % | | Yield on average earning assets | 5.59 % | 5.51 % | | 5.82 % | | | Cost of interest-bearing liabilities | 2.71 % | 2.71 % | | 3.22 % | | | Net interest spread | 2.88 % | 2.80 % | | 2.60 % | | | Net interest margin | 3.68 % | 3.62 % | | 3.62 % | | - Taxable-equivalent net interest income increased **$51 million** QoQ, driven by an additional earning day, favorable earning asset and interest-bearing liability repricing, and a **$20 million** impact from municipal bond amortization alignment[11](index=11&type=chunk) - Taxable-equivalent net interest income increased **$34 million** YoY, reflecting favorable repricing and a **28 basis point** widening of the net interest spread[12](index=12&type=chunk) [Average Earning Assets](index=4&type=section&id=Average%20Earning%20Assets) Average earning assets saw a slight increase quarter-over-quarter due to investment securities purchases and net loan fundings, despite lower interest-bearing deposits. Year-over-year, average earning assets decreased slightly, with loan growth and investment securities purchases offsetting a significant decline in interest-bearing deposits at banks Average Earning Assets (Dollars in millions) | Item | 3Q25 | 2Q25 | Change 3Q25 vs. 2Q25 | 3Q24 | Change 3Q25 vs. 3Q24 | | :----------------------------------- | :--- | :--- | :--- | :--- | :--- | | Interest-bearing deposits at banks | $17,739 | $19,698 | -10 % | $25,491 | -30 % | | Investment securities | $36,559 | $35,335 | 3 % | $31,023 | 18 % | | Total loans | $136,527 | $135,407 | 1 % | $134,751 | 1 % | | Commercial and industrial loans | $61,716 | $61,036 | 1 % | $59,779 | 3 % | | Real estate - commercial loans | $24,353 | $25,333 | -4 % | $29,075 | -16 % | | Real estate - residential loans | $24,359 | $23,684 | 3 % | $22,994 | 6 % | | Consumer loans | $26,099 | $25,354 | 3 % | $22,903 | 14 % | | Total earning assets | $190,920 | $190,535 | — % | $191,366 | — % | - QoQ, average earning assets increased **$385 million**, driven by investment securities purchases and net loan fundings, partially offset by lower interest-bearing deposits at banks[13](index=13&type=chunk) - YoY, average earning assets decreased **$446 million**, with a **$7.8 billion** decrease in interest-bearing deposits at banks offset by investment securities purchases and loan growth[14](index=14&type=chunk) [Average Interest-bearing Liabilities](index=5&type=section&id=Average%20Interest-bearing%20Liabilities) Average interest-bearing liabilities increased quarter-over-quarter due to higher long-term borrowings from senior and subordinated note issuances, partially offset by lower short-term borrowings. Year-over-year, the increase was primarily driven by non-brokered interest-bearing deposits and higher long-term borrowings Average Interest-bearing Liabilities (Dollars in millions) | Item | 3Q25 | 2Q25 | Change 3Q25 vs. 2Q25 | 3Q24 | Change 3Q25 vs. 3Q24 | | :----------------------------------- | :--- | :--- | :--- | :--- | :--- | | Savings and interest-checking deposits | $104,660 | $103,963 | 1 % | $98,295 | 6 % | | Time deposits | $13,990 | $14,290 | -2 % | $17,052 | -18 % | | Total interest-bearing deposits | $118,650 | $118,253 | — % | $115,347 | 3 % | | Short-term borrowings | $2,844 | $3,327 | -15 % | $4,034 | -30 % | | Long-term borrowings | $12,789 | $10,936 | 17 % | $11,394 | 12 % | | Total interest-bearing liabilities | $134,283 | $132,516 | 1 % | $130,775 | 3 % | - QoQ, average interest-bearing liabilities rose **$1.8 billion**, primarily due to issuances of senior and subordinated notes, partially offset by lower average short-term borrowings[15](index=15&type=chunk) - YoY, average interest-bearing liabilities increased **$3.5 billion**, largely from a **$3.6 billion** increase in non-brokered interest-bearing deposits and higher long-term borrowings[16](index=16&type=chunk) [Credit Quality and Provision for Credit Losses](index=6&type=section&id=Credit%20Quality%20and%20Provision%20for%20Credit%20Losses) [Provision for Credit Losses](index=6&type=section&id=Provision%20for%20Credit%20Losses) The total provision for credit losses remained stable quarter-over-quarter but increased slightly year-over-year. Net charge-offs increased both QoQ and YoY, while the allowance for loan losses as a percentage of total loans decreased, reflecting improved asset quality Provision for Credit Losses (Dollars in millions) | Item | 3Q25 | 2Q25 | Change 3Q25 vs. 2Q25 | 3Q24 | Change 3Q25 vs. 3Q24 | | :----------------------------------- | :--- | :--- | :--- | :--- | :--- | | Provision for loan losses | $110 | $105 | 5 % | $120 | -8 % | | Provision for unfunded credit commitments | $15 | $20 | -25 % | $— | 100 % | | Total provision for credit losses | $125 | $125 | — % | $120 | 4 % | | Net charge-offs | $146 | $108 | 34 % | $120 | 21 % | | Net charge-offs as % of average loans (annualized) | .42 % | .32 % | | .35 % | | - The allowance for loan losses as a percentage of loans outstanding decreased from **1.61%** at June 30, 2025, to **1.58%** at September 30, 2025, due to lower criticized commercial real estate loans[19](index=19&type=chunk) [Asset Quality Metrics](index=6&type=section&id=Asset%20Quality%20Metrics) Nonaccrual loans continued to decline both quarter-over-quarter and year-over-year, indicating an improvement in asset quality, particularly in commercial real estate, commercial and industrial, and consumer loan categories. However, accruing loans past due 90 days or more increased significantly year-over-year Asset Quality Metrics (Dollars in millions) | Item | 3Q25 | 2Q25 | Change 3Q25 vs. 2Q25 | 3Q24 | Change 3Q25 vs. 3Q24 | | :----------------------------------- | :--- | :--- | :--- | :--- | :--- | | Nonaccrual loans | $1,512 | $1,573 | -4 % | $1,926 | -21 % | | Total nonperforming assets | $1,549 | $1,603 | -3 % | $1,963 | -21 % | | Accruing loans past due 90 days or more (1) | $432 | $496 | -13 % | $288 | 50 % | | Nonaccrual loans as % of loans outstanding | 1.10 % | 1.16 % | | 1.42 % | | - The decrease in nonaccrual loans compared to September 30, 2024, primarily reflects reductions in commercial real estate, commercial and industrial, and consumer nonaccrual loans[20](index=20&type=chunk) [Noninterest Income and Expense](index=7&type=section&id=Noninterest%20Income%20and%20Expense) [Noninterest Income](index=7&type=section&id=Noninterest%20Income) Noninterest income significantly increased both quarter-over-quarter and year-over-year, driven by higher mortgage banking revenues, distributions from earnout payments and investments, and increased trading account gains Noninterest Income (Dollars in millions) | Item | 3Q25 | 2Q25 | Change 3Q25 vs. 2Q25 | 3Q24 | Change 3Q25 vs. 3Q24 | | :----------------------------------- | :--- | :--- | :--- | :--- | :--- | | Mortgage banking revenues | $147 | $130 | 13 % | $109 | 36 % | | Service charges on deposit accounts | $141 | $137 | 2 % | $132 | 7 % | | Trust income | $181 | $182 | -1 % | $170 | 7 % | | Brokerage services income | $34 | $31 | 9 % | $32 | 9 % | | Trading account and other non-hedging derivative gains | $18 | $12 | 66 % | $13 | 34 % | | Other revenues from operations | $230 | $191 | 21 % | $152 | 50 % | | Total Noninterest income | $752 | $683 | 10 % | $606 | 24 % | - QoQ, mortgage banking revenues rose **$17 million** due to increased residential mortgage loan servicing income and higher gains on commercial mortgage loan sales[24](index=24&type=chunk) - QoQ, other revenues from operations increased **$39 million**, reflecting a **$28 million** earnout payment from the CIT business sale, a **$20 million** distribution from BLG, and a **$12 million** gain on equipment lease sales[24](index=24&type=chunk) - YoY, other revenues from operations increased **$78 million**, including the aforementioned distributions and gains, plus higher merchant discount, credit card, and letter of credit fees, and tax-exempt income from bank-owned life insurance[24](index=24&type=chunk) [Noninterest Expense](index=8&type=section&id=Noninterest%20Expense) Noninterest expense increased both quarter-over-quarter and year-over-year. The QoQ increase was mainly due to higher severance-related expenses and an impairment of a renewable energy tax credit investment, while the YoY increase also included higher employee staffing levels and technology infrastructure costs Noninterest Expense (Dollars in millions) | Item | 3Q25 | 2Q25 | Change 3Q25 vs. 2Q25 | 3Q24 | Change 3Q25 vs. 3Q24 | | :----------------------------------- | :--- | :--- | :--- | :--- | :--- | | Salaries and employee benefits | $833 | $813 | 2 % | $775 | 8 % | | Outside data processing and software | $138 | $138 | — % | $123 | 12 % | | FDIC assessments | $13 | $22 | -41 % | $25 | -50 % | | Other costs of operations | $136 | $113 | 21 % | $128 | 6 % | | Total Noninterest expense | $1,363 | $1,336 | 2 % | $1,303 | 5 % | - QoQ, salaries and employee benefits expense increased **$20 million** due to higher severance-related expense[28](index=28&type=chunk) - QoQ, other costs of operations increased **$23 million**, reflecting higher expenses from the supplemental executive retirement savings plan and an impairment of a renewable energy tax credit investment[28](index=28&type=chunk) - YoY, salaries and employee benefits expense increased **$58 million** due to annual merit increases, higher average employee staffing, increased severance, and medical benefits[28](index=28&type=chunk) [Income Taxes](index=8&type=section&id=Income%20Taxes) The Company's effective income tax rate decreased quarter-over-quarter but increased year-over-year. The prior year's lower rate was due to a discrete tax benefit - The effective income tax rate was **22.8%** in 3Q25, compared to **23.4%** in 2Q25 and **20.7%** in 3Q24[27](index=27&type=chunk) - The lower tax rate in 3Q24 reflected a discrete tax benefit related to certain tax credits[27](index=27&type=chunk) [Capital and Liquidity](index=9&type=section&id=Capital%20and%20Liquidity) [Capital Ratios](index=9&type=section&id=Capital%20Ratios) M&T's capital ratios remained strong and well above regulatory minimums. The CET1 capital ratio was estimated at 10.99% at September 30, 2025, consistent with the prior quarter but lower than the prior year Capital Ratios | Capital Ratios (%) | 3Q25 | 2Q25 | 3Q24 | | :----------------------------------- | :--- | :--- | :--- | | CET1 | 10.99 % | 10.99 % | 11.54 % | | Tier 1 capital | 12.49 % | 12.50 % | 13.08 % | | Total capital | 14.35 % | 13.96 % | 14.65 % | | Tangible capital – common | 8.79 % | 8.67 % | 8.83 % | - M&T's capital ratios remained well above the minimum set forth by regulatory requirements[30](index=30&type=chunk) - The CET1 capital ratio for M&T was estimated at **10.99%** as of September 30, 2025, with total risk-weighted assets estimated at **$159.5 billion**[31](index=31&type=chunk) [Shareholder Returns and Liquidity](index=9&type=section&id=Shareholder%20Returns%20and%20Liquidity) M&T continued to return capital to shareholders through dividends and share repurchases. Quarterly cash dividends totaled $234 million for common stock and $36 million for preferred stock. Share repurchases decreased significantly quarter-over-quarter. The company's estimated Liquidity Coverage Ratio (LCR) exceeded regulatory minimums - Cash dividends declared on common and preferred stock totaled **$234 million** and **$36 million**, respectively, for 3Q25[30](index=30&type=chunk) - M&T repurchased **2.1 million shares** of common stock for **$409 million** in 3Q25, a decrease from **6.1 million shares** for **$1.1 billion** in 2Q25[32](index=32&type=chunk) - The tangible common equity to tangible asset ratio increased **12 basis points** QoQ, reflecting lower share repurchases[32](index=32&type=chunk) - M&T's estimated LCR was **108%** at September 30, 2025, exceeding applicable regulatory minimum standards[33](index=33&type=chunk) [Company Information](index=9&type=section&id=Company%20Information) [Conference Call Details](index=9&type=section&id=Conference%20Call%20Details) Details for M&T's third-quarter financial results conference call, including dial-in numbers, webcast link, and replay information, are provided for investors - Investors can participate in the 3Q25 conference call via dial-in or live webcast on M&T's website[34](index=34&type=chunk) - A replay of the call will be available by phone and archived on the website until October 23, 2025[34](index=34&type=chunk) [About M&T Bank Corporation](index=9&type=section&id=About%20M%26T%20Bank%20Corporation) M&T Bank Corporation is a financial holding company headquartered in Buffalo, New York, offering banking products and services across the eastern U.S. and trust-related services globally through its Wilmington Trust-affiliated companies - M&T is a financial holding company based in Buffalo, New York[35](index=35&type=chunk) - Its principal banking subsidiary, M&T Bank, provides banking products and services with a branch and ATM network spanning the eastern U.S. from Maine to Virginia and Washington, D.C.[35](index=35&type=chunk) - Trust-related services are provided in select markets in the U.S. and abroad by M&T's Wilmington Trust-affiliated companies and by M&T Bank[35](index=35&type=chunk) [Forward-Looking Statements](index=10&type=section&id=Forward-Looking%20Statements) The report includes a standard disclaimer regarding forward-looking statements, emphasizing that actual results may differ materially due to various uncertain and unpredictable factors, including economic conditions, interest rate changes, regulatory developments, and operational risks. M&T does not undertake to update these statements - The news release and conference call may contain forward-looking statements subject to risks and uncertainties[36](index=36&type=chunk) - Actual effects may differ materially from forecasts due to factors beyond M&T's control, including economic conditions, interest rate changes, and regulatory developments[37](index=37&type=chunk)[39](index=39&type=chunk) - M&T assumes no duty and does not undertake to update forward-looking statements[41](index=41&type=chunk) [Detailed Financial Statements](index=11&type=section&id=Detailed%20Financial%20Statements) [Financial Highlights](index=11&type=section&id=Financial%20Highlights) This section provides a comprehensive overview of M&T's financial performance, including key income statement, balance sheet, and ratio data for the three and nine months ended September 30, 2025, compared to the prior year, and a five-quarter trend analysis Performance Highlights (Three Months Ended September 30) | Performance | 2025 | 2024 | Change | | :----------------------------------- | :--- | :--- | :--- | | Net income | $792 | $721 | 10 % | | Diluted earnings per common share | $4.82 | $4.02 | 20 % | | Cash dividends per common share | $1.50 | $1.35 | 11 % | | Return on average total assets (annualized) | 1.49 % | 1.37 % | | | Net interest margin | 3.68 % | 3.62 % | | | Efficiency ratio | 53.6 % | 55.0 % | | Loan Quality (At September 30) | Loan Quality | 2025 | 2024 | Change | | :----------------------------------- | :--- | :--- | :--- | | Nonaccrual loans | $1,512 | $1,926 | -21 % | | Total nonperforming assets | $1,549 | $1,963 | -21 % | | Allowance for loan losses to total loans | 1.58 % | 1.62 % | | Five Quarter Trend: Net Income (Dollars in millions) | Quarter | Sep 30, 2025 ($ millions) | Jun 30, 2025 ($ millions) | Mar 31, 2025 ($ millions) | Dec 31, 2024 ($ millions) | Sep 30, 2024 ($ millions) | | :----------------------------------- | :--- | :--- | :--- | :--- | :--- | | Net income | $792 | $716 | $584 | $681 | $721 | [Condensed Consolidated Statement of Income](index=13&type=section&id=Condensed%20Consolidated%20Statement%20of%20Income) This section presents the condensed consolidated statements of income, detailing interest income and expense, net interest income, provision for credit losses, and various noninterest income and expense categories for the current quarter and year-to-date, with comparative periods and a five-quarter trend Condensed Consolidated Statement of Income (Three Months Ended September 30) | Item | 2025 ($ millions) | 2024 ($ millions) | Change | | :----------------------------------- | :--- | :--- | :--- | | Interest income | $2,680 | $2,785 | -4 % | | Interest expense | $919 | $1,059 | -13 % | | Net interest income | $1,761 | $1,726 | 2 % | | Provision for credit losses | $125 | $120 | 4 % | | Total other income | $752 | $606 | 24 % | | Total other expense | $1,363 | $1,303 | 5 % | | Income before taxes | $1,025 | $909 | 13 % | | Net income | $792 | $721 | 10 % | Condensed Consolidated Statement of Income (Nine Months Ended September 30) | Item | 2025 ($ millions) | 2024 ($ millions) | Change | | :----------------------------------- | :--- | :--- | :--- | | Net interest income | $5,169 | $5,124 | 1 % | | Provision for credit losses | $380 | $470 | -19 % | | Total other income | $2,046 | $1,770 | 16 % | | Total other expense | $4,114 | $3,996 | 3 % | | Net income | $2,092 | $1,907 | 10 % | Five Quarter Trend: Net Interest Income (Dollars in millions) | Quarter | Sep 30, 2025 ($ millions) | Jun 30, 2025 ($ millions) | Mar 31, 2025 ($ millions) | Dec 31, 2024 ($ millions) | Sep 30, 2024 ($ millions) | | :----------------------------------- | :--- | :--- | :--- | :--- | :--- | | Net interest income | $1,761 | $1,713 | $1,695 | $1,728 | $1,726 | [Condensed Consolidated Balance Sheet](index=15&type=section&id=Condensed%20Consolidated%20Balance%20Sheet) This section provides the condensed consolidated balance sheets, detailing assets, liabilities, and shareholders' equity at September 30, 2025, compared to September 30, 2024, and a five-quarter trend, highlighting changes in loan portfolios, deposits, and borrowings Condensed Consolidated Balance Sheet (At September 30) | Item | 2025 ($ millions) | 2024 ($ millions) | Change | | :----------------------------------- | :--- | :--- | :--- | | Total assets | $211,277 | $211,785 | — % | | Investment securities | $36,864 | $32,327 | 14 % | | Total loans (gross) | $136,974 | $135,920 | 1 % | | Total deposits | $163,426 | $164,554 | -1 % | | Total liabilities | $182,549 | $182,909 | — % | | Total shareholders' equity | $28,728 | $28,876 | -1 % | Five Quarter Trend: Total Assets (Dollars in millions) | Quarter | Sep 30, 2025 ($ millions) | Jun 30, 2025 ($ millions) | Mar 31, 2025 ($ millions) | Dec 31, 2024 ($ millions) | Sep 30, 2024 ($ millions) | | :----------------------------------- | :--- | :--- | :--- | :--- | :--- | | Total assets | $211,277 | $211,584 | $210,321 | $208,105 | $211,785 | Five Quarter Trend: Total Deposits (Dollars in millions) | Quarter | Sep 30, 2025 ($ millions) | Jun 30, 2025 ($ millions) | Mar 31, 2025 ($ millions) | Dec 31, 2024 ($ millions) | Sep 30, 2024 ($ millions) | | :----------------------------------- | :--- | :--- | :--- | :--- | :--- | | Total deposits | $163,426 | $164,453 | $165,409 | $161,095 | $164,554 | [Condensed Consolidated Average Balance Sheet and Annualized Taxable-equivalent Rates](index=17&type=section&id=Condensed%20Consolidated%20Average%20Balance%20Sheet%20and%20Annualized%20Taxable-equivalent%20Rates) This section provides detailed average balance sheet data and annualized taxable-equivalent rates for earning assets and interest-bearing liabilities, offering insights into the composition and yield/cost of the bank's interest-sensitive assets and liabilities, and their impact on net interest spread and margin Average Earning Assets and Rates (Three Months Ended September 30) | Item | Balance 2025 ($ millions) | Rate 2025 (%) | Balance 2024 ($ millions) | Rate 2024 (%) | | :----------------------------------- | :--- | :--- | :--- | :--- | | Interest-bearing deposits at banks | $17,739 | 4.43 % | $25,491 | 5.43 % | | Investment securities | $36,559 | 4.13 % | $31,023 | 3.70 % | | Total loans | $136,527 | 6.14 % | $134,751 | 6.38 % | | Total earning assets | $190,920 | 5.59 % | $191,366 | 5.82 % | Average Interest-bearing Liabilities and Rates (Three Months Ended September 30) | Item | Balance 2025 ($ millions) | Rate 2025 (%) | Balance 2024 ($ millions) | Rate 2024 (%) | | :----------------------------------- | :--- | :--- | :--- | :--- | | Total interest-bearing deposits | $118,650 | 2.36 % | $115,347 | 2.88 % | | Total interest-bearing liabilities | $134,283 | 2.71 % | $130,775 | 3.22 % | | Net interest spread | | 2.88 % | | 2.60 % | | Net interest margin | | 3.68 % | | 3.62 % | [Reconciliation of GAAP to Non-GAAP Measures](index=18&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Measures) This section provides detailed reconciliations of GAAP financial measures to non-GAAP measures, such as net operating income, diluted net operating earnings per common share, and tangible assets/equity, for both quarterly and five-quarter trends, offering transparency into the adjustments made for non-operating items Reconciliation of Net Income to Net Operating Income (Three Months Ended September 30) | Item | 2025 ($ millions) | 2024 ($ millions) | | :----------------------------------- | :--- | :--- | | Net income (GAAP) | $792 | $721 | | Amortization of core deposit and other intangible assets (1) | $6 | $10 | | Net operating income (Non-GAAP) | $798 | $731 | Reconciliation of Diluted EPS (Three Months Ended September 30) | Item | 2025 ($) | 2024 ($) | | :----------------------------------- | :--- | :--- | | Diluted earnings per common share (GAAP) | $4.82 | $4.02 | | Amortization of core deposit and other intangible assets (1) | $0.05 | $0.06 | | Diluted net operating earnings per common share (Non-GAAP) | $4.87 | $4.08 | Five Quarter Trend: Net Operating Income (Dollars in millions) | Quarter | Sep 30, 2025 ($ millions) | Jun 30, 2025 ($ millions) | Mar 31, 2025 ($ millions) | Dec 31, 2024 ($ millions) | Sep 30, 2024 ($ millions) | | :----------------------------------- | :--- | :--- | :--- | :--- | :--- | | Net operating income | $798 | $724 | $594 | $691 | $731 |

[Executive Summary & Key Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Key%20Highlights) This section provides a high-level overview of TSMC's strong financial performance and key operational highlights for the third quarter of 2025 [Third Quarter 2025 Financial Performance Overview](index=1&type=section&id=Third%20Quarter%202025%20Financial%20Performance%20Overview) TSMC reported strong financial results for Q3 2025, with significant year-over-year and quarter-over-quarter growth in revenue, net income, and EPS. Advanced technologies continued to be a major revenue driver, accounting for 74% of total wafer revenue 3Q25 Key Financial Results (NT$ billion, except EPS) | Metric | 3Q25 (NT$) | YoY Change | QoQ Change | | :-------------------------------- | :---------- | :--------- | :--------- | | Consolidated Revenue | 989.92 | +30.3% | +6.0% | | Net Income | 452.30 | +39.1% | +13.6% | | Diluted EPS (NT$) | 17.44 | +39.0% | +13.6% | | Diluted EPS (US$ per ADR unit) | 2.92 | | | | Gross Margin | 59.5% | +1.7 ppts | +0.9 ppts | | Operating Margin | 50.6% | +3.1 ppts | +1.0 ppts | | Net Profit Margin | 45.7% | +2.9 ppts | +3.0 ppts | - Advanced technologies (7-nanometer and more advanced) contributed **74% of total wafer revenue** in 3Q25. Shipments of 3-nanometer accounted for **23%**, 5-nanometer for **37%**, and 7-nanometer for **14%**[4](index=4&type=chunk) - In US dollars, third quarter revenue was **$33.10 billion**, increasing **40.8% year-over-year** and **10.1% from the previous quarter**[3](index=3&type=chunk) [Company Overview & Legal Notices](index=2&type=section&id=Company%20Overview%20%26%20Legal%20Notices) This section outlines TSMC's business profile, investor contact information, and important safe harbor statements regarding forward-looking information [Profile](index=2&type=section&id=Profile) TSMC, founded in 1987, pioneered the pure-play foundry business model and remains the world's leading dedicated semiconductor foundry. The company supports a global ecosystem with advanced process technologies and design enablement solutions, operating across Asia, Europe, and North America - TSMC pioneered the pure-play foundry business model in 1987 and is the **world's leading dedicated semiconductor foundry**[5](index=5&type=chunk) - In 2024, TSMC deployed **288 distinct process technologies**, manufacturing **11,878 products for 522 customers**, offering a broad range of advanced, specialty, and advanced packaging technology services[6](index=6&type=chunk) [Contact Information](index=2&type=section&id=Contact%20Information) Investor relations inquiries can be directed to Jeff Su at TSMC's Investor Relations Division - Contact for investor relations: **Jeff Su, Investor Relations Division, TSMC, invest@tsmc.com, 886-3-568-2089**[8](index=8&type=chunk) [Safe Harbor Notice](index=2&type=section&id=Safe%20Harbor%20Notice) The press release contains forward-looking statements subject to significant risks and uncertainties, including semiconductor industry cyclicality, demand/supply fluctuations, competition, technological leadership, capacity management, intellectual property rights, natural disasters, and exchange rate fluctuations. Actual results may differ materially, and TSMC undertakes no obligation to update these statements - Forward-looking statements are subject to significant risks and uncertainties, including cyclicality, market conditions, demand/supply, competition, technological leadership, capacity management, intellectual property, natural disasters, and exchange rate fluctuations[8](index=8&type=chunk) - Additional risk factors are detailed in **TSMC's 2024 Annual Report on Form 20-F** filed with the SEC[8](index=8&type=chunk) [Quarterly Management Report (3Q25)](index=3&type=section&id=Quarterly%20Management%20Report%20(3Q25)) This report details TSMC's operating results, revenue and profit analysis, financial condition, cash flow, and capital expenditures for the third quarter of 2025 [Operating Results Review: Summary](index=3&type=section&id=Operating%20Results%20Review%3A%20Summary) TSMC's 3Q25 operating results showed robust growth across key financial metrics, with significant increases in revenue, gross profit, operating income, and net income both quarter-over-quarter and year-over-year. Margins also expanded, reflecting improved operational efficiency 3Q25 Operating Results Summary (NT$ billion, unless otherwise noted) | Metric | 3Q25 | 2Q25 | 3Q24 | QoQ Change | YoY Change | | :--------------------------------------- | :----- | :----- | :----- | :--------- | :--------- | | EPS (NT$ per common share) | 17.44 | 15.36 | 12.54 | 13.6% | 39.0% | | Net Revenue | 989.92 | 933.79 | 759.69 | 6.0% | 30.3% | | Gross Profit | 588.54 | 547.37 | 439.35 | 7.5% | 34.0% | | Gross Margin | 59.5% | 58.6% | 57.8% | | | | Operating Income | 500.69 | 463.42 | 360.77 | 8.0% | 38.8% | | Operating Margin | 50.6% | 49.6% | 47.5% | | | | Net Income Attributable to Shareholders | 452.30 | 398.27 | 325.26 | 13.6% | 39.1% | | Net Profit Margin | 45.7% | 42.7% | 42.8% | | | | Wafer Shipment (kpcs 12 inch-equiv.) | 4,085 | 3,718 | 3,338 | 9.9% | 22.4% | - Net revenue reached **NT$989.92 billion**, increasing **6.0% QoQ** and **30.3% YoY**[13](index=13&type=chunk) - Gross margin improved to **59.5%** (**+0.9 ppts QoQ**, **+1.7 ppts YoY**), and operating margin to **50.6%** (**+1.0 ppt QoQ**, **+3.1 ppts YoY**)[13](index=13&type=chunk) [I. Revenue Analysis](index=4&type=section&id=I.%20Revenue%20Analysis) Third quarter revenue growth was driven by strong demand for leading-edge process technologies. Advanced technologies (7nm and below) constituted 74% of total wafer revenue. High Performance Computing (HPC) and Smartphone platforms were the largest revenue contributors, with North America being the dominant geographic market - Revenue increased **6.0% quarter-over-quarter**, supported by strong demand for leading-edge process technologies[15](index=15&type=chunk) [Wafer Revenue by Technology](index=4&type=section&id=Wafer%20Revenue%20by%20Technology) Advanced technologies (7nm and below) accounted for 74% of total wafer revenue in 3Q25, with 5nm being the largest contributor at 37% Wafer Revenue by Technology (3Q25) | Technology | 3Q25 | 2Q25 | 3Q24 | | :--------- | :--- | :--- | :--- | | 3nm | 23% | 24% | 20% | | 5nm | 37% | 36% | 32% | | 7nm | 14% | 14% | 17% | | 16/20nm | 7% | 7% | 8% | | 28nm | 7% | 7% | 7% | - Advanced technologies (7nm and below) accounted for **74% of total wafer revenue** in 3Q25[15](index=15&type=chunk) [Net Revenue by Platform](index=4&type=section&id=Net%20Revenue%20by%20Platform) High Performance Computing (HPC) and Smartphone platforms were the primary revenue drivers, representing 57% and 30% of net revenue, respectively. Smartphone, IoT, and Automotive platforms saw sequential revenue increases Net Revenue by Platform (3Q25) | Platform | 3Q25 | 2Q25 | 3Q24 | | :------------------------ | :--- | :--- | :--- | | High Performance Computing | 57% | 60% | 51% | | Smartphone | 30% | 27% | 34% | | Internet of Things | 5% | 5% | 7% | | Automotive | 5% | 5% | 5% | | Digital Consumer Electronics | 1% | 1% | 1% | | Others | 2% | 2% | 2% | - Sequentially, revenue from Smartphone, IoT, and Automotive increased by **19%**, **20%**, and **18%** respectively. HPC revenue remained flat[16](index=16&type=chunk) [Net Revenue by Geography](index=4&type=section&id=Net%20Revenue%20by%20Geography) North America remained the largest geographic market, contributing 76% of total net revenue in 3Q25 Net Revenue by Geography (3Q25) | Geography | 3Q25 | 2Q25 | 3Q24 | | :---------- | :--- | :--- | :--- | | North America | 76% | 75% | 71% | | Asia Pacific | 9% | 9% | 10% | | China | 8% | 9% | 11% | | Japan | 4% | 4% | 5% | | EMEA | 3% | 3% | 3% | [II. Profit & Expense Analysis](index=4&type=section&id=II.%20Profit%20%26%20Expense%20Analysis) TSMC demonstrated improved profitability in 3Q25, with gross and operating margins expanding due to cost improvement efforts and higher capacity utilization. Net income and EPS saw substantial sequential and year-over-year growth [Gross Profit Analysis](index=4&type=section&id=Gross%20Profit%20Analysis) Gross margin increased to 59.5% in 3Q25, primarily driven by cost improvement efforts and a higher capacity utilization rate, despite some offset from unfavorable foreign exchange rates and dilution from overseas fabs Gross Profit Analysis (NT$ billion) | Metric | 3Q25 | 2Q25 | 3Q24 | | :---------- | :----- | :----- | :----- | | Net Revenue | 989.92 | 933.79 | 759.69 | | Cost of Revenue | (401.38) | (386.42) | (320.34) | | Gross Profit | 588.54 | 547.37 | 439.35 | | Gross Margin | 59.5% | 58.6% | 57.8% | - Gross margin of **59.5%** was **0.9 percentage points higher than 2Q25**, mainly due to cost improvement and higher capacity utilization, partially offset by unfavorable foreign exchange and overseas fab dilution[19](index=19&type=chunk) [Operating Income Analysis](index=5&type=section&id=Operating%20Income%20Analysis) Operating expenses increased slightly but decreased as a percentage of net revenue due to operating leverage, leading to a 1.0 percentage point sequential improvement in operating margin to 50.6% Operating Income Analysis (NT$ billion) | Metric | 3Q25 | 2Q25 | 3Q24 | | :--------------------------------------- | :------ | :------ | :------ | | Total Operating Expenses | (87.76) | (84.51) | (79.08) | | Research & Development | (63.74) | (61.28) | (52.78) | | SG&A | (24.02) | (23.23) | (26.30) | | Operating Income | 500.69 | 463.42 | 360.77 | | Operating Margin | 50.6% | 49.6% | 47.5% | | Total Operating Expenses as % of Net Revenue | 8.9% | 9.1% | 10.4% | - Total operating expenses increased by **NT$3.25 billion** to **NT$87.76 billion**, but decreased to **8.9% of net revenue** in 3Q25 from **9.1% in 2Q25**, driven by operating leverage[21](index=21&type=chunk) [Non-Operating Items](index=5&type=section&id=Non-Operating%20Items) Total non-operating items resulted in a gain of NT$24.68 billion in 3Q25, a decrease from 2Q25 primarily due to the absence of one-time gains recorded in the prior quarter Non-Operating Items (NT$ billion) | Metric | 3Q25 | 2Q25 | 3Q24 | | :------------------------ | :---- | :---- | :---- | | L-T Investments | 1.42 | 1.22 | 1.56 | | Net Interest Income (Expenses) | 23.22 | 21.50 | 19.97 | | Other Gains and Losses | 0.04 | 6.89 | 1.89 | | Total Non-Operating Items | 24.68 | 29.61 | 23.42 | - The decrease in non-operating gains from **NT$29.61 billion in 2Q25** to **NT$24.68 billion in 3Q25** was mainly due to the absence of one-time other gains in 2Q25[23](index=23&type=chunk) [Net Profit and EPS](index=5&type=section&id=Net%20Profit%20and%20EPS) Net income attributable to shareholders of the parent company increased significantly by 13.6% QoQ and 39.1% YoY, reaching NT$452.30 billion, with diluted EPS of NT$17.44 Net Profit and EPS (NT$ billion) | Metric | 3Q25 | 2Q25 | 3Q24 | | :-------------------------------------- | :----- | :----- | :----- | | Income before Tax | 525.37 | 493.03 | 384.19 | | Income Tax Expenses | (73.61) | (95.55) | (59.11) | | Effective Tax Rate | 14.0% | 19.4% | 15.4% | | Net Income Attributable to Parent Company | 452.30 | 398.27 | 325.26 | | Net Profit Margin | 45.7% | 42.7% | 42.8% | | EPS (NT$ per common share) | 17.44 | 15.36 | 12.54 | - Net income attributable to shareholders of the parent company was **NT$452.30 billion**, up **13.6% from 2Q25** and **39.1% from 3Q24**[25](index=25&type=chunk) [III. Financial Condition Review](index=6&type=section&id=III.%20Financial%20Condition%20Review) TSMC maintained a strong financial position in 3Q25, characterized by increased liquidity, stable working capital, and healthy net cash reserves. Inventory days decreased, while receivable days slightly increased [Liquidity Analysis (Balance Sheet Items)](index=6&type=section&id=Liquidity%20Analysis%20(Balance%20Sheet%20Items)) Total current assets increased, primarily due to a rise in cash and marketable securities, while total current liabilities decreased. This resulted in an improved current ratio of 2.7x and increased net working capital Liquidity Analysis (NT$ billion) | Metric | 3Q25 | 2Q25 | 3Q24 | | :---------------------- | :------- | :------- | :------- | | Cash & Marketable Securities | 2,751.06 | 2,634.43 | 2,167.60 | | Total Current Assets | 3,436.02 | 3,264.92 | 2,773.91 | | Total Current Liabilities | 1,275.91 | 1,377.31 | 1,080.40 | | Current Ratio (x) | 2.7 | 2.4 | 2.6 | | Net Working Capital | 2,160.11 | 1,887.61 | 1,693.51 | - Total current assets increased by **NT$171.10 billion**, mainly due to a **NT$116.63 billion increase in cash and marketable securities**[27](index=27&type=chunk) - Total current liabilities decreased by **NT$101.40 billion**, primarily due to a decrease in accrued liabilities and others[27](index=27&type=chunk) [Receivable/Inventory Days](index=6&type=section&id=Receivable%2FInventory%20Days) Days of receivable slightly increased to 25 days, while days of inventory decreased to 74 days, indicating efficient inventory management Receivable/Inventory Days | Metric | 3Q25 | 2Q25 | 3Q24 | | :------------------ | :--- | :--- | :--- | | Days of Receivable | 25 | 23 | 28 | | Days of Inventory | 74 | 76 | 87 | - Days of receivable increased by **2 days to 25 days** in 3Q25[29](index=29&type=chunk) - Days of inventory decreased by **2 days to 74 days** in 3Q25[30](index=30&type=chunk) [Debt Service](index=6&type=section&id=Debt%20Service) Net cash reserves increased by NT$100.07 billion to NT$1,756.61 billion in 3Q25, primarily due to the increase in cash and marketable securities Debt Service (NT$ billion) | Metric | 3Q25 | 2Q25 | 3Q24 | | :---------------------- | :------- | :------- | :------- | | Cash & Marketable Securities | 2,751.06 | 2,634.43 | 2,167.60 | | Interest-Bearing Debts | (994.45) | (977.89) | (994.97) | | Net Cash Reserves | 1,756.61 | 1,656.54 | 1,172.63 | - Net cash reserves increased by **NT$100.07 billion** to **NT$1,756.61 billion** in 3Q25[32](index=32&type=chunk) [IV. Cash Flow](index=7&type=section&id=IV.%20Cash%20Flow) In 3Q25, TSMC generated substantial net cash from operating activities, which largely offset cash used in investing activities (primarily capital expenditures) and financing activities (cash dividends). Free cash flow decreased sequentially due to lower operating cash flow [Quarterly Cash Flow Analysis](index=7&type=section&id=Quarterly%20Cash%20Flow%20Analysis) Net cash generated from operating activities totaled NT$426.83 billion, while net cash used in investing activities was NT$259.75 billion, mainly for capital expenditures. Net cash used in financing activities was NT$128.29 billion, primarily for cash dividends Quarterly Cash Flow Analysis (NT$ billion) | Metric | 3Q25 | 2Q25 | 3Q24 | | :------------------------------ | :------- | :------- | :------- | | Net Operating Sources/(Uses) | 426.83 | 497.07 | 391.99 | | Capital Expenditures | (287.45) | (297.22) | (207.08) | | Net Investing Sources/(Uses) | (259.75) | (228.49) | (195.51) | | Net Financing Sources/(Uses) | (128.29) | (119.70) | (83.64) | | Cash Position Net Changes | 106.24 | (30.28) | 87.65 | | Ending Cash Balance | 2,470.76 | 2,364.52 | 1,886.78 | - Net cash generated from operating activities was **NT$426.83 billion**, including **NT$525.37 billion from income before tax** and **NT$162.79 billion from depreciation & amortization**[34](index=34&type=chunk) - Net cash used in investing activities was **NT$259.75 billion**, primarily due to capital expenditures of **NT$287.45 billion**[35](index=35&type=chunk) [Free Cash Flow](index=7&type=section&id=Free%20Cash%20Flow) Free cash flow decreased by NT$60.47 billion to an inflow of NT$139.38 billion in 3Q25, primarily due to lower operating cash flow Free Cash Flow (NT$ billion) | Metric | 3Q25 | 2Q25 | 1Q25 | 4Q24 | | :------------ | :----- | :----- | :----- | :----- | | Free Cash Flow | 139.38 | 199.85 | 294.74 | 258.26 | - Free cash flow decreased by **NT$60.47 billion** to **NT$139.38 billion** in 3Q25, a result of lower operating cash flow[37](index=37&type=chunk) [V. CapEx](index=7&type=section&id=V.%20CapEx) Capital expenditures for TSMC on a consolidated basis totaled US$9.70 billion in 3Q25 Capital Expenditures (US$ billion) | Metric | 3Q25 | 2Q25 | 1Q25 | YTD | | :------------------ | :--- | :--- | :--- | :--- | | Capital Expenditures | 9.70 | 9.63 | 10.06 | 29.39 | - Capital expenditures for TSMC totaled **US$9.70 billion** in 3Q25[39](index=39&type=chunk) [VI. Recap of Recent Important Events & Announcements](index=8&type=section&id=VI.%20Recap%20of%20Recent%20Important%20Events%20%26%20Announcements) The TSMC Board of Directors approved a cash dividend of NT$5.00 for 2Q25, with specific ex-dividend, record, and distribution dates set for late 2025 and early 2026 - TSMC Board approved **NT$5.00 cash dividend for 2Q25**, with ex-dividend date of **December 11, 2025**, record date of **December 17, 2025**, and distribution date of **January 8, 2026**[40](index=40&type=chunk) [Investor Presentation](index=9&type=section&id=Investor%20Presentation) This section summarizes the investor conference agenda, reiterates safe harbor notices, and presents key financial highlights from the third quarter 2025 investor presentation [Agenda](index=10&type=section&id=Agenda) The investor conference agenda included welcome remarks, key messages from the CFO and Chairman/CEO, a review of 3Q25 financial results and 4Q25 outlook by the CFO, and a Q&A session - The agenda for the earnings conference included welcome remarks, key messages from **CFO Wendell Huang** and **Chairman & CEO C.C. Wei**, a review of **3Q25 financial results and 4Q25 outlook** by the CFO, and a Q&A session[43](index=43&type=chunk)[44](index=44&type=chunk) [Safe Harbor Notice (Presentation)](index=11&type=section&id=Safe%20Harbor%20Notice%20(Presentation)) This section reiterates the safe harbor provisions, emphasizing that forward-looking statements are subject to risks and uncertainties, and actual results may differ materially. It also references TSMC's Form 20-F for additional risk factors - TSMC's forward-looking statements are subject to significant risks and uncertainties, and actual results may differ materially[45](index=45&type=chunk) - Information on factors causing results to vary can be found in **TSMC's 2024 Annual Report on Form 20-F**[45](index=45&type=chunk) [Statements of Comprehensive Income (Presentation Summary)](index=12&type=section&id=Statements%20of%20Comprehensive%20Income%20(Presentation%20Summary)) A summary of key comprehensive income items for 3Q25, including actual results against guidance, showing strong performance with revenue, gross margin, and operating margin exceeding or meeting expectations Selected Items from Statements of Comprehensive Income (NT$ billion, unless otherwise noted) | Metric | 3Q25 | 3Q25 Guidance | 2Q25 | 3Q24 | 3Q25 Over 2Q25 | 3Q25 Over 3Q24 | | :--------------------------------------- | :----- | :------------ | :----- | :----- | :------------- | :------------- | | Net Revenue (US$ billion) | 33.10 | 31.8-33.0 | 30.07 | 23.50 | +10.1% | +40.8% | | Net Revenue | 989.92 | | 933.79 | 759.69 | +6.0% | +30.3% | | Gross Margin | 59.5% | 55.5%-57.5% | 58.6% | 57.8% | +0.9 ppts | +1.7 ppts | | Operating Margin | 50.6% | 45.5%-47.5% | 49.6% | 47.5% | +1.0 ppt | +3.1 ppts | | Net Income Attributable to Shareholders | 452.30 | | 398.27 | 325.26 | +13.6% | +39.1% | | EPS (NT Dollar) | 17.44 | | 15.36 | 12.54 | +13.6% | +39.0% | | ROE | 37.8% | | 34.8% | 33.4% | +3.0 ppts | +4.4 ppts | - **3Q25 Net Revenue (US$33.10 billion)** exceeded the high end of guidance (**US$31.8-33.0 billion**)[46](index=46&type=chunk) - Gross Margin (**59.5%**) and Operating Margin (**50.6%**) were above the high end of their respective guidance ranges (**55.5%-57.5%** and **45.5%-47.5%**)[46](index=46&type=chunk) [3Q25 Revenue by Technology (Presentation Chart)](index=13&type=section&id=3Q25%20Revenue%20by%20Technology%20(Presentation%20Chart)) This section visually represents the wafer revenue distribution by technology node for 3Q25, highlighting the significant contribution of advanced technologies (3nm, 5nm, 7nm) - The presentation includes a chart illustrating **3Q25 revenue distribution by technology**, with **3nm, 5nm, and 7nm** being the largest segments[48](index=48&type=chunk)[49](index=49&type=chunk) [3Q25 Revenue by Platform (Presentation Chart)](index=14&type=section&id=3Q25%20Revenue%20by%20Platform%20(Presentation%20Chart)) This section provides a visual breakdown of 3Q25 net revenue by platform, emphasizing the dominance of High Performance Computing and Smartphone segments - A chart in the presentation details **3Q25 revenue by platform**, showing **High Performance Computing** and **Smartphone** as the leading contributors[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) [Balance Sheets & Key Indices (Presentation Summary)](index=15&type=section&id=Balance%20Sheets%20%26%20Key%20Indices%20(Presentation%20Summary)) A summary of key balance sheet items and financial indices for 3Q25, showing strong liquidity with a current ratio of 2.7x and efficient asset management Selected Items from Balance Sheets & Key Indices (NT$ billion) | Metric | 3Q25 | % of Total Assets | 2Q25 | % of Total Assets | 3Q24 | % of Total Assets | | :---------------------- | :------- | :---------------- | :------- | :---------------- | :------- | :---------------- | | Cash & Marketable Securities | 2,751.06 | 37.4% | 2,634.43 | 37.6% | 2,167.60 | 35.2% | | Inventories | 288.69 | 3.9% | 304.19 | 4.3% | 292.88 | 4.7% | | Total Assets | 7,354.11 | 100.0% | 7,006.35 | 100.0% | 6,165.66 | 100.0% | | Total Liabilities | 2,318.53 | 31.5% | 2,389.72 | 34.1% | 2,143.74 | 34.8% | | Total Shareholders' Equity | 5,035.58 | 68.5% | 4,616.63 | 65.9% | 4,021.92 | 65.2% | | A/R Turnover Days | 25 | | 23 | | 28 | | | Inventory Turnover Days | 74 | | 76 | | 87 | | | Current Ratio (x) | 2.7 | | 2.4 | | 2.6 | | - Total Assets increased to **NT$7,354.11 billion** in 3Q25, with **Total Shareholders' Equity representing 68.5% of total assets**[56](index=56&type=chunk) [Cash Flows (Presentation Summary)](index=16&type=section&id=Cash%20Flows%20(Presentation%20Summary)) A summary of cash flow activities for 3Q25, indicating strong cash generation from operations, significant capital expenditures, and a positive free cash flow, though lower than the previous quarter Cash Flows (NT$ billion) | Metric | 3Q25 | 2Q25 | 3Q24 | | :-------------------------- | :------- | :------- | :------- | | Beginning Balance | 2,364.52 | 2,394.80 | 1,799.13 | | Cash from operating activities | 426.83 | 497.07 | 391.99 | | Capital expenditures | (287.45) | (297.22) | (207.08) | | Cash dividends | (116.70) | (116.70) | (90.76) | | Ending Balance | 2,470.76 | 2,364.52 | 1,886.78 | | Free Cash Flow | 139.38 | 199.85 | 184.91 | - Cash from operating activities was **NT$426.83 billion**, while capital expenditures were **NT$287.45 billion**[58](index=58&type=chunk) - Free Cash Flow for 3Q25 was **NT$139.38 billion**[58](index=58&type=chunk) [Recap of Recent Major Events (Presentation)](index=17&type=section&id=Recap%20of%20Recent%20Major%20Events%20(Presentation)) This section reiterates the recent announcement regarding the Board's approval of the 2Q25 cash dividend and provides links for further details - TSMC Board of Directors approved **NT$5.00 cash dividend for 2Q25**, with specific ex-dividend, record, and distribution dates[60](index=60&type=chunk) - Further details and announcements are available on **TSMC's website** and the **Market Observation Post System**[61](index=61&type=chunk) [Consolidated Financial Statements (Unaudited)](index=19&type=section&id=Consolidated%20Financial%20Statements%20(Unaudited)) This section provides unaudited consolidated financial statements, including the balance sheet, statements of comprehensive income, and cash flow statements for the third quarter of 2025 [Consolidated Condensed Balance Sheet](index=19&type=section&id=Consolidated%20Condensed%20Balance%20Sheet) The consolidated balance sheet for September 30, 2025, shows a healthy financial position with total assets of NT$7,354.11 billion, an increase of 5.0% QoQ and 19.3% YoY. Cash and cash equivalents increased significantly, contributing to strong current assets Consolidated Condensed Balance Sheet Highlights (NT$ million) | Metric | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | QoQ Change (NT$) | YoY Change (NT$) | | :-------------------------- | :----------- | :----------- | :----------- | :--------------- | :--------------- | | Cash and Cash Equivalents | 2,470,759 | 2,364,524 | 1,886,781 | 106,235 | 583,978 | | Total Current Assets | 3,436,015 | 3,264,918 | 2,773,914 | 171,097 | 662,101 | | Property, Plant and Equipment | 3,499,341 | 3,386,206 | 3,071,599 | 113,135 | 427,742 | | Total Assets | 7,354,107 | 7,006,350 | 6,165,658 | 347,757 | 1,188,449 | | Total Current Liabilities | 1,275,906 | 1,377,314 | 1,080,399 | (101,408) | 195,507 | | Total Liabilities | 2,318,529 | 2,389,718 | 2,143,736 | (71,189) | 174,793 | | Total Shareholders' Equity | 5,035,578 | 4,616,632 | 4,021,922 | 418,946 | 1,013,656 | - Total Assets increased by **NT$347,757 million (5.0%) QoQ** and **NT$1,188,449 million (19.3%) YoY**[65](index=65&type=chunk) - Cash and Cash Equivalents increased by **NT$106,235 million (4.5%) QoQ** and **NT$583,978 million (31.0%) YoY**[65](index=65&type=chunk) [Consolidated Condensed Statements of Comprehensive Income](index=20&type=section&id=Consolidated%20Condensed%20Statements%20of%20Comprehensive%20Income) The consolidated statements of comprehensive income show strong growth for both the three and nine months ended September 30, 2025. Net revenue, gross profit, and net income all increased significantly year-over-year, reflecting robust demand and improved operational efficiency 3Q25 Consolidated Condensed Statements of Comprehensive Income Highlights (NT$ million) | Metric | 3Q 2025 | 2Q 2025 | 3Q 2024 | QoQ Change (NT$) | YoY Change (NT$) | | :-------------------------- | :--------- | :--------- | :--------- | :--------------- | :--------------- | | Net Revenue | 989,918 | 933,792 | 759,692 | 56,126 | 230,226 | | Gross Profit | 588,543 | 547,369 | 439,345 | 41,174 | 149,198 | | Income from Operations | 500,685 | 463,423 | 360,766 | 37,262 | 139,919 | | Net Income | 451,755 | 397,493 | 325,080 | 54,262 | 126,675 | | Earnings per Share - Diluted | 17.44 | 15.36 | 12.54 | 2.08 | 4.90 | Nine Months Ended Sep 30, 2025 Consolidated Condensed Statements of Comprehensive Income Highlights (NT$ million) | Metric | 2025 | 2024 | YoY Change (NT$) | | :-------------------------- | :----------- | :----------- | :--------------- | | Net Revenue | 2,762,964 | 2,025,847 | 737,117 | | Gross Profit | 1,629,307 | 1,111,975 | 517,332 | | Income from Operations | 1,371,189 | 896,340 | 474,849 | | Net Income | 1,209,981 | 797,963 | 412,018 | | Earnings per Share - Diluted | 46.75 | 30.80 | 15.95 | - For the nine months ended September 30, 2025, net revenue increased by **36.4% YoY to NT$2,762,964 million**, and net income increased by **51.6% YoY to NT$1,209,981 million**[69](index=69&type=chunk) [Consolidated Condensed Cash Flow Statements](index=22&type=section&id=Consolidated%20Condensed%20Cash%20Flow%20Statements) The consolidated cash flow statements highlight strong cash generation from operating activities for both the quarter and the nine-month period. Significant capital expenditures were made, and cash dividends were paid, resulting in a net increase in cash and cash equivalents for 3Q25 Consolidated Condensed Cash Flow Statements Highlights (NT$ million) | Metric | Nine Months 2025 | 3Q 2025 | 2Q 2025 | 3Q 2024 | | :--------------------------------------- | :--------------- | :--------- | :--------- | :--------- | | Net Cash Generated by Operating Activities | 1,549,467 | 426,829 | 497,064 | 391,993 | | Property, Plant and Equipment Acquisitions | (915,505) | (287,452) | (297,226) | (207,079) | | Net Cash Used In Investing Activities | (778,433) | (259,752) | (228,489) | (195,509) | | Net Cash Used In Financing Activities | (332,660) | (128,294) | (119,700) | (83,639) | | Net Increase (Decrease) in Cash and Cash Equivalents | 343,132 | 106,235 | (30,280) | 87,654 | | Cash and Cash Equivalents at End of Period | 2,470,759 | 2,470,759 | 2,364,524 | 1,886,781 | - Net cash generated by operating activities for the nine months ended September 30, 2025, was **NT$1,549,467 million**[72](index=72&type=chunk) - Cash and Cash Equivalents at the end of 3Q25 increased by **NT$106,235 million QoQ** to **NT$2,470,759 million**[72](index=72&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2025 ☐ 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: 001-40101 BRIACELL THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) British Columbia 47-1099599 (State or othe ...

[Executive Summary & Business Update](index=1&type=section&id=Executive%20Summary%20%26%20Business%20Update) Loop Industries reports significant progress in its India and European projects, securing key agreements and advancing towards commercialization, alongside its Q2 FY2026 financial results [Company Overview and Mission](index=1&type=section&id=Company%20Overview%20and%20Mission) Loop Industries is a clean technology company dedicated to accelerating a circular economy for polyester by producing 100% recycled PET plastic and textile-to-textile polyester - Loop Industries' mission is to accelerate a circular economy for polyester by manufacturing **100% recycled polyethylene terephthalate ("PET") plastic** and textile-to-textile (T2T) polyester[2](index=2&type=chunk) [Key Business Milestones and Progress](index=1&type=section&id=Key%20Business%20Milestones%20and%20Progress) Loop Industries reported significant progress in its Infinite Loop™ India project, securing crucial offtake agreements, strategic alliances, and a site acquisition, while also advancing its European partnership towards commercialization. The CEO highlighted these achievements as landmark milestones for the company's growth - Loop Industries reported consolidated financial results for the second quarter of fiscal year 2026 and provided an update on key milestones, indicating positive progress towards commercialization[1](index=1&type=chunk)[2](index=2&type=chunk) - CEO Daniel Solomita described the quarter as a 'landmark' for the Infinite Loop India project, with the strategic site secured, foundational anchor customer agreements, and significant progress in project debt financing[10](index=10&type=chunk) - The European project is also progressing well, nearing final site selection, and is expected to generate new revenue streams from initial engineering services and subsequent milestone licensing payments[10](index=10&type=chunk) Cash Operating Expenses and Liquidity | Metric | Q2 FY2026 | Q2 FY2025 (estimated) | | :---------------------- | :-------- | :-------------------- | | Cash operating expenses | $2.43M | $4.17M | | Total available liquidity | $9.86M | N/A | [Infinite Loop™ India Project](index=1&type=section&id=Infinite%20Loop%20India%20Update) The India project achieved major milestones including securing offtake agreements, forming strategic alliances, acquiring a site, and making progress on debt financing - Secured a multi-year offtake agreement with a leading global branded sports apparel company for **Twist™ polyester** from the Infinite Loop India facility[5](index=5&type=chunk) - Executed an offtake agreement with Taro Plast S.p.A. for **Loop™ DMT** from the Infinite Loop India facility[5](index=5&type=chunk) - Formed strategic alliances with Shinkong Synthetic Fibers Corporation and Hyosung TNC to support the shift to textile-to-textile circular polyester[5](index=5&type=chunk) - ELITe, the India JV, acquired a **93-acre site in Gujarat, India**, for **$10.5 million**, representing a **$5 million reduction** in the project cost estimate[5](index=5&type=chunk) - Positive progress is being made in discussions with potential lenders for project debt financing for the Infinite Loop™ India facility, managed by KPMG[5](index=5&type=chunk) [European Partnership with Reed Societe Generale Group](index=2&type=section&id=European%20Partnership%20with%20Reed%20Societe%20Generale%20Group) The European partnership is advancing with final site selection, engagement with government entities for incentives, and anticipated engineering revenues in 2026 - Loop and Reed Societe Generale Group are in advanced stages of selecting a final project location for the first Infinite Loop™ facility in Europe[9](index=9&type=chunk) - Engaging with government entities regarding available subsidies and incentives, and identifying strategic partners for project execution[9](index=9&type=chunk) - Loop expects to provide engineering services and a modular construction solution for the European project, anticipating engineering revenues in **2026**[9](index=9&type=chunk) [CEO Commentary](index=3&type=section&id=CEO%20Comment) The CEO highlights Q2 FY2026 as a landmark quarter for the India project due to site acquisition and customer agreements, with the European project also progressing well towards new revenue streams - CEO Daniel Solomita highlighted Q2 FY2026 as a 'landmark quarter' for the Infinite Loop India project, with the strategic site secured and foundational anchor customer agreements[10](index=10&type=chunk) - Significant headway is being made in securing project debt financing for the India facility from a strong syndicate of international and local Indian banks[10](index=10&type=chunk) - The European project is progressing well, with site selection in final stages, and is anticipated to generate meaningful new revenue streams from initial engineering services and subsequent milestone licensing payments[10](index=10&type=chunk) [Financial Highlights & Performance](index=2&type=section&id=Financial%20Highlights%20%26%20Performance) Loop Industries reported a reduced net loss for both the quarter and six-month period, driven by expense reductions, while maintaining sufficient liquidity for operations [Second Quarter Fiscal 2026 Financial Highlights](index=2&type=section&id=Second%20Quarter%20Fiscal%202026%20Financial%20Highlights) For Q2 FY2026, Loop Industries reported a net loss of $3.204 million, a decrease of $1.635 million year-over-year. This improvement was primarily driven by significant decreases in research and development and general and administrative expenses, partially offset by an increase in interest and other financial expenses. Revenues for the quarter were $0 Q2 FY2026 Financial Performance | Metric (in thousands USD) | Q2 FY2026 | Q2 FY2025 | Change (favorable/(unfavorable)) | | :------------------------ | :-------- | :-------- | :------------------------------- | | Revenues | $0 | $23 | $(23) | | Total Research and Development | $843 | $1,945 | $1,102 | | Total General and Administrative | $1,871 | $2,595 | $724 | | Interest and other financial expenses | $419 | $119 | $(300) | | Net Loss | $(3,204) | $(4,839) | $1,635 | - Cash operating expenses for Q2 FY2026 were **$2.43 million**, reflecting a year-over-year decrease of **$1.74 million**[7](index=7&type=chunk) - Total available liquidity at the end of Q2 FY2026 was **$9.86 million**, which the company believes is sufficient to fund operations while securing additional financing[7](index=7&type=chunk) [Six Months Ended August 31, 2025 Financial Highlights](index=6&type=section&id=Six%20Months%20Ended%20August%2031%2C%202025%20Financial%20Highlights) For the six months ended August 31, 2025, Loop Industries reported a net loss of $6.651 million, a decrease of $3.377 million year-over-year. This improvement was primarily due to substantial reductions in general and administrative and research and development expenses, partially offset by increased interest and other financial expenses and a loss on equity accounted investment. Revenues significantly increased to $252 thousand, mainly from engineering fees H1 FY2026 Financial Performance | Metric (in thousands USD) | H1 FY2026 | H1 FY2025 | Change (favorable/(unfavorable)) | | :------------------------ | :-------- | :-------- | :------------------------------- | | Revenues | $252 | $29 | $223 | | Total Research and Development | $2,217 | $4,182 | $1,965 | | Total General and Administrative | $3,519 | $5,506 | $1,987 | | Loss on equity accounted investment | $345 | $0 | $(345) | | Interest and other financial expenses | $837 | $179 | $(658) | | Net Loss | $(6,651) | $(10,028) | $3,377 | - Revenues for the six-month period ended August 31, 2025, included **$244 thousand in engineering fees** and **$8 thousand from sales of Loop™ PET resin**[21](index=21&type=chunk) [Detailed Results of Operations](index=4&type=section&id=Detailed%20Results%20of%20Operations) This section provides a granular analysis of the company's revenues, research and development, general and administrative, interest, and net loss for the three and six-month periods [Three Months Ended August 31, 2025](index=4&type=section&id=Three%20Months%20Ended%20August%2031%2C%202025) For the three months ended August 31, 2025, Loop Industries reported a decrease in revenues to $0, while significantly reducing Research and Development and General and Administrative expenses. However, interest and other financial expenses increased due to accrued PIK dividends, resulting in an overall reduced net loss compared to the prior year [Revenues](index=4&type=section&id=Revenues_Q2) Revenues for Q2 FY2026 decreased to zero, reflecting a halt in sales of Loop™ PET resin compared to the prior year | Metric (in thousands USD) | Q2 FY2026 | Q2 FY2025 | Change | | :------------------------ | :-------- | :-------- | :----- | | Revenues | $0 | $23 | $(23) | - Revenues decreased by **$23 thousand** to **$0** in Q2 FY2026, compared to **$23 thousand** from sales of Loop™ PET resin in Q2 FY2025[14](index=14&type=chunk) [Research and Development Expenses](index=4&type=section&id=Research%20and%20Development%20Expenses_Q2) Research and development expenses significantly decreased in Q2 FY2026, primarily due to reductions in external engineering and employee compensation costs | Metric (in thousands USD) | Q2 FY2026 | Q2 FY2025 | Change | | :------------------------ | :-------- | :-------- | :----- | | Total R&D Expenses | $843 | $1,945 | $1,102 | | External engineering | $9 | $651 | $642 | | Employee compensation | $597 | $862 | $265 | - Research and development expense decreased by **$1,102 thousand**, primarily due to a **$642 thousand decrease** in external engineering expenses and a **$265 thousand decrease** in employee compensation expenses[15](index=15&type=chunk) [General and Administrative Expenses](index=5&type=section&id=General%20and%20Administrative%20Expenses_Q2) General and administrative expenses saw a notable reduction in Q2 FY2026, mainly driven by lower professional fees and employee compensation | Metric (in thousands USD) | Q2 FY2026 | Q2 FY2025 | Change | | :------------------------ | :-------- | :-------- | :----- | | Total G&A Expenses | $1,871 | $2,595 | $724 | | Professional fees | $612 | $1,007 | $395 | | Employee compensation | $423 | $585 | $162 | - General and administrative expenses decreased by **$724 thousand**, mainly due to a **$395 thousand decrease** in professional fees (legal costs related to partnerships in the prior year) and a **$162 thousand decrease** in employee compensation[16](index=16&type=chunk) [Interest and Other Financial Expenses](index=5&type=section&id=Interest%20and%20Other%20Financial%20Expenses_Q2) Interest and other financial expenses increased in Q2 FY2026, primarily due to accrued PIK dividends on Series B Convertible Preferred Stock | Metric (in thousands USD) | Q2 FY2026 | Q2 FY2025 | Change | | :------------------------ | :-------- | :-------- | :----- | | Interest and other financial expenses | $419 | $119 | $(300) | - Interest and other financial expenses increased by **$300 thousand**, primarily attributable to **$341 thousand** in accrued PIK dividend on Series B Convertible Preferred Stock[17](index=17&type=chunk) [Net Loss](index=5&type=section&id=Net%20Loss_Q2) The net loss for Q2 FY2026 decreased due to lower operating expenses, partially offset by increased financial expenses | Metric (in thousands USD) | Q2 FY2026 | Q2 FY2025 | Change | | :------------------------ | :-------- | :-------- | :----- | | Net Loss | $(3,204) | $(4,839) | $1,635 | - The net loss decreased by **$1,635 thousand**, primarily due to decreases in research and development and general and administrative expenses, partially offset by the increase in interest and other financial expenses[18](index=18&type=chunk) [Six Months Ended August 31, 2025](index=6&type=section&id=Six%20Months%20Ended%20August%2031%2C%202025) For the six months ended August 31, 2025, Loop Industries experienced a significant increase in revenues, mainly from engineering fees, coupled with substantial reductions in Research and Development and General and Administrative expenses. However, these positive impacts were partially offset by increased interest expenses and a loss from equity accounted investment, leading to an overall reduced net loss for the period [Revenues](index=6&type=section&id=Revenues_H1) Revenues for the six-month period significantly increased, primarily driven by engineering fees and a small contribution from PET resin sales | Metric (in thousands USD) | H1 FY2026 | H1 FY2025 | Change | | :------------------------ | :-------- | :-------- | :----- | | Revenues | $252 | $29 | $223 | - Revenues increased by **$223 thousand** to **$252 thousand**, primarily from **$244 thousand in engineering fees** and **$8 thousand from sales of Loop™ PET resin**[21](index=21&type=chunk) [Research and Development Expenses](index=6&type=section&id=Research%20and%20Development%20Expenses_H1) Research and development expenses for the six-month period decreased substantially, mainly from reduced external engineering and employee compensation | Metric (in thousands USD) | H1 FY2026 | H1 FY2025 | Change | | :------------------------ | :-------- | :-------- | :----- | | Total R&D Expenses | $2,217 | $4,182 | $1,965 | | External engineering | $14 | $1,279 | $1,265 | | Employee compensation | $1,299 | $1,877 | $578 | - Research and development expense decreased by **$1,965 thousand**, primarily due to a **$1,265 thousand decrease** in external engineering expenses and a **$578 thousand decrease** in employee compensation expenses[22](index=22&type=chunk) [General and Administrative Expenses](index=7&type=section&id=General%20and%20Administrative%20Expenses_H1) General and administrative expenses for the six-month period decreased significantly, primarily due to lower professional fees and employee compensation | Metric (in thousands USD) | H1 FY2026 | H1 FY2025 | Change | | :------------------------ | :-------- | :-------- | :----- | | Total G&A Expenses | $3,519 | $5,506 | $1,987 | | Professional fees | $973 | $2,262 | $1,289 | | Employee compensation | $992 | $1,221 | $229 | - General and administrative expenses decreased by **$1,987 thousand**, mainly due to a **$1,289 thousand decrease** in professional fees and a **$229 thousand decrease** in employee compensation expenses[23](index=23&type=chunk) [Loss on Equity Accounted Investment](index=7&type=section&id=Loss%20on%20Equity%20Accounted%20Investment_H1) A new loss on equity accounted investment was recorded for the six-month period, reflecting the India JV's preliminary project costs | Metric (in thousands USD) | H1 FY2026 | H1 FY2025 | Change | | :------------------------ | :-------- | :-------- | :----- | | Loss on equity accounted investment | $345 | $0 | $(345) | - Loss on equity accounted investment increased by **$345 thousand**, relating to the Company's **50% portion of the loss** incurred by the India JV for preliminary project costs, mainly engineering fees[24](index=24&type=chunk) [Interest and Other Financial Expenses](index=7&type=section&id=Interest%20and%20Other%20Financial%20Expenses_H1) Interest and other financial expenses for the six-month period increased, largely due to accrued PIK dividends on Series B Convertible Preferred Stock | Metric (in thousands USD) | H1 FY2026 | H1 FY2025 | Change | | :------------------------ | :-------- | :-------- | :----- | | Interest and other financial expenses | $837 | $179 | $(658) | - Interest and other financial expenses increased by **$658 thousand**, mainly attributable to **$681 thousand** in accrued PIK dividend on Series B Convertible Preferred Stock[25](index=25&type=chunk) [Net Loss](index=7&type=section&id=Net%20Loss_H1) The net loss for the six-month period decreased due to reduced operating expenses, partially offset by increased financial expenses and equity investment losses | Metric (in thousands USD) | H1 FY2026 | H1 FY2025 | Change | | :------------------------ | :-------- | :-------- | :----- | | Net Loss | $(6,651) | $(10,028) | $3,377 | - The net loss decreased by **$3,377 thousand**, primarily due to decreases in general and administrative and research and development expenses, partially offset by increased interest and other financial expenses and loss on equity accounted investment[26](index=26&type=chunk) [Condensed Consolidated Financial Statements](index=8&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the company's unaudited consolidated statements of operations, balance sheets, and cash flows for the reported periods [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) This section presents the unaudited condensed consolidated statements of operations and comprehensive loss for the three and six-month periods ended August 31, 2025 and 2024, detailing revenues, expenses, other income/loss, net loss, and comprehensive loss, along with per share data Consolidated Statements of Operations and Comprehensive Loss | (in thousands of U.S. dollars, except per share data) | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Six Months Ended Aug 31, 2025 | Six Months Ended Aug 31, 2024 | | :---------------------------------------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Revenues | $ - | $ 23 | $ 252 | $ 29 | | Research and development | 843 | 1,945 | 2,217 | 4,182 | | General and administrative | 1,871 | 2,595 | 3,519 | 5,506 | | Depreciation and amortization | 96 | 129 | 197 | 266 | | Loss on equity accounted investments | 43 | - | 345 | - | | Total expenses | 2,853 | 4,669 | 6,278 | 9,954 | | Interest and other financial expenses | 419 | 119 | 837 | 179 | | Interest income | (70) | (6) | (170) | (132) | | Foreign exchange loss (gain) | 2 | 80 | (42) | 56 | | Total other loss | 351 | 193 | 625 | 103 | | Net loss | (3,204) | (4,839) | (6,651) | (10,028) | | Foreign currency translation adjustment | (6) | 43 | (25) | (12) | | Comprehensive loss | $ (3,210) | $ (4,796) | $ (6,676) | $ (10,040) | | Net loss per share Basic and diluted | $ (0.07) | $ (0.10) | $ (0.14) | $ (0.21) | | Weighted average common shares outstanding Basic and diluted | 47,769,800 | 47,573,302 | 47,716,964 | 47,554,357 | [Condensed Consolidated Balance Sheets](index=9&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides the unaudited condensed consolidated balance sheets as of August 31, 2025, and February 28, 2025, detailing assets, liabilities, and stockholders' equity (deficit) Consolidated Balance Sheets | (in thousands of U.S. dollars, except per share data) | As at August 31, 2025 | As at February 28, 2025 | | :---------------------------------------------------- | :-------------------- | :---------------------- | | **Assets** | | | | Cash and cash equivalents | $ 7,310 | $ 12,973 | | Total current assets | 8,800 | 13,852 | | Investments in joint ventures | 936 | 1,281 | | Property, plant and equipment, net | 1,754 | 1,737 | | Intangible assets, net | 1,800 | 1,708 | | Total assets | $ 13,290 | $ 18,578 | | **Liabilities and Stockholders' Equity (Deficit)** | | | | Total current liabilities | $ 3,901 | $ 3,959 | | Due to customer | 865 | 832 | | Series B Convertible Preferred stock | 11,328 | 10,647 | | Long-term debt | 2,664 | 2,773 | | Total liabilities | 18,758 | 18,211 | | Total stockholders' equity (deficit) | (5,468) | 367 | | Total liabilities and stockholders' equity (deficit) | $ 13,290 | $ 18,578 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the unaudited condensed consolidated statements of cash flows for the six-month periods ended August 31, 2025 and 2024, outlining cash flows from operating, investing, and financing activities, and the net change in cash and cash equivalents Consolidated Statements of Cash Flows | (in thousands of U.S. dollars) | Six Months Ended August 31, 2025 | Six Months Ended August 31, 2024 | | :----------------------------- | :------------------------------- | :------------------------------- | | Net cash used in operating activities | $ (5,604) | $ (6,775) | | Net cash used in investing activities | $ (133) | $ (325) | | Net cash (used) provided by financing activities | $ 51 | $ 1,537 | | Net decrease in cash | $ (5,663) | $ (5,563) | | Cash and cash equivalents, beginning of period | $ 12,973 | $ 6,958 | | Cash and cash equivalents, end of period | $ 7,310 | $ 1,395 | [Additional Information](index=3&type=section&id=Additional%20Information) This section provides details on an upcoming corporate update call, an overview of Loop Industries' mission and technology, and important forward-looking statements [Corporate Update Call Details](index=3&type=section&id=Corporate%20Update%20Call) Loop Industries will host a corporate update call on Thursday, October 16, 2025, at 8:45 AM ET, with details provided for telephone access and online registration - Senior Management of Loop will host a corporate update call on Thursday, **October 16, 2025**, at **8:45 AM Eastern Time**[11](index=11&type=chunk) - Participants can join by telephone using provided dial-in numbers and access code, or register online to bypass wait times and receive a calendar invitation[11](index=11&type=chunk) [About Loop Industries](index=11&type=section&id=About%20Loop%20Industries) Loop Industries is a technology company focused on sustainable PET plastic and polyester fiber, utilizing patented technology to depolymerize waste into virgin-quality monomers for infinite recycling, thereby contributing to a circular economy - Loop Industries is a technology company whose mission is to accelerate the world's shift toward sustainable PET plastic and polyester fiber and away from its dependence on fossil fuels[33](index=33&type=chunk) - The company owns patented technology that depolymerizes low-value waste PET plastic and polyester fiber into base monomers (DMT and MEG), which are then purified and polymerized to create virgin-quality Loop™ & Twist™ branded PET resin[33](index=33&type=chunk) - Loop™ & Twist™ PET can be recycled infinitely without degradation of quality, helping to close the plastic loop and contributing to a circular economy[33](index=33&type=chunk) [Forward-Looking Statements](index=11&type=section&id=Forward-Looking%20Statements) This section contains forward-looking statements regarding anticipated project timelines, capital requirements, and revenue opportunities, which are inherently subject to various risks and uncertainties, including commercialization ability, partner relationships, and macroeconomic factors. Investors are advised to consult SEC filings for detailed risk factors - The news release contains 'forward-looking statements' regarding anticipated project timelines, capital requirements, and revenue opportunities for projects in India and Europe, as well as expected benefits of agreements and partnerships[34](index=34&type=chunk) - Forward-looking statements are inherently subject to risks and uncertainties, including the ability to commercialize technology, status of partner relationships, intellectual property, industry competition, and the need for additional funding[34](index=34&type=chunk) - Investors and security holders are urged to read Loop's Annual Report on Form 10-K and subsequent SEC filings for more detailed information about risk factors[34](index=34&type=chunk)

FOR IMMEDIATE RELEASE MEDIA CONTACT: Joe Bass, 615-743-8219 WEBSITE: www.pnfp.com FINANCIAL CONTACT: Harold Carpenter, 615-744-3742 PNFP REPORTS 3Q25 DILUTED EPS OF $2.19, OR $2.27 EXCLUDING MERGER-RELATED EXPENSES Core deposits, revenues and diluted EPS all up double-digit percentages year-over-year NASHVILLE, TN, October 15, 2025 - Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) reported net income per diluted common share of $2.19 for the quarter ended Sept. 30, 2025, compared to net income per dilu ...

FOR IMMEDIATE RELEASE MEDIA CONTACT: Joe Bass, 615-743-8219 WEBSITE: www.pnfp.com FINANCIAL CONTACT: Harold Carpenter, 615-744-3742 PNFP REPORTS 3Q25 DILUTED EPS OF $2.19, OR $2.27 EXCLUDING MERGER-RELATED EXPENSES Core deposits, revenues and diluted EPS all up double-digit percentages year-over-year NASHVILLE, TN, October 15, 2025 - Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) reported net income per diluted common share of $2.19 for the quarter ended Sept. 30, 2025, compared to net income per dilu ...

[PART I — FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%94FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents VSee Health's unaudited condensed consolidated financial statements, covering balance sheets, income statements, equity, cash flows, and accounting notes [Condensed Consolidated Balance Sheets](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) Total assets decreased to **$18.2 million**, liabilities increased to **$23.9 million**, and stockholders' deficit worsened to **$(5.7) million** by June 30, 2025 Key Balance Sheet Metrics (June 30, 2025 vs. December 31, 2024) | Metric | December 31, 2024 | June 30, 2025 | | :-------------------------- | :------------------ | :------------------ | | Total assets | $19,992,488 | $18,210,041 | | Total liabilities | $20,010,976 | $23,946,345 | | Total stockholders' deficit | $(18,488) | $(5,736,304) | [Condensed Consolidated Statements of Operations](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) Total revenues increased by **101%** to **$6.7 million**, but net loss significantly widened to **$(6.6) million** due to increased operating and other expenses Consolidated Statements of Operations (6 Months Ended June 30) | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 (Restated) | YoY Change (%) | | :--------------------------------- | :----------------------------------- | :----------------------------------- | :------------- | | Total revenues | $6,711,604 | $3,332,561 | 101% | | Cost of revenues | $3,263,141 | $1,320,823 | 147% | | Gross margin | $3,448,463 | $2,011,738 | 71% | | Total operating expenses | $7,534,521 | $2,840,201 | 165% | | Net operating (loss) profit | $(4,086,058) | $(828,463) | (393%) | | Total other (expense), net | $(2,468,676) | $(1,421,277) | (74%) | | Net loss | $(6,572,723) | $(571,352) | (1050%) | | Basic and diluted loss per common share | $(0.40) | $(0.11) | (264%) | [Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=8&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20STOCKHOLDERS'%20EQUITY%20(DEFICIT)) Total stockholders' deficit worsened to **$(5.7) million** by June 30, 2025, primarily due to a **$(6.6) million net loss**, partially offset by new paid-in capital Key Stockholders' Equity (Deficit) Metrics | Metric | December 31, 2024 | June 30, 2025 | | :--------------------------------- | :------------------ | :------------------ | | Total Stockholder's Deficit | $(18,488) | $(5,736,303) | | Net loss for the six months ended June 30, 2025 | N/A | $(6,572,723) | | Additional paid-in capital | $67,683,754 | $68,538,649 | | Accumulated deficit | $(67,703,873) | $(74,276,596) | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Net cash used in operating activities improved to **$(0.77) million**, while financing cash decreased to **$0.75 million**, resulting in a **$(34,520) net cash decrease** for the period Selected Cash Flow Captions (6 Months Ended June 30) | Cash Flow Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------------------------- | :----------------------------------- | :----------------------------------- | | Net cash used in operating activities | $(765,094) | $(2,594,214) | | Net cash used in investing activities | $(15,466) | $(16,390) | | Net cash provided by financing activities | $746,040 | $3,597,841 | | NET CHANGE IN CASH | $(34,520) | $987,237 | | CASH, END OF PERIOD | $291,595 | $1,105,971 | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=NOTES%20TO%20THE%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section provides detailed explanations and disclosures for the condensed consolidated financial statements, covering the Company's organization, significant accounting policies, business combination with iDoc, restatement of prior financials, and specific notes on leases, debt, equity, related party transactions, commitments, and fair value measurements [Note 1 Organization and Description of Business](index=12&type=section&id=Note%201%20Organization%20and%20Description%20of%20Business) VSee Health, a telehealth software company, completed a business combination with VSee Lab and iDoc in June 2024, but faces substantial doubt about its ability to continue as a going concern due to losses - VSee Health, Inc. is a Delaware-based telehealth software company providing a scalable, API-driven platform for virtual healthcare delivery, integrating secure video streaming with medical device data, EMRs, and other health information[25](index=25&type=chunk) - On June 24, 2024, the Company completed a business combination with VSee Lab, Inc. and iDoc Virtual Telehealth Solutions, Inc., with Digital Health Acquisition Corp. changing its name to VSee Health, Inc. The transaction was accounted for as a reverse recapitalization, with VSee Lab, Inc. identified as the accounting acquirer[26](index=26&type=chunk) - Management has determined that the liquidity condition and historical operating losses raise **substantial doubt about its ability to continue as a going concern** for at least one year after the financial statements' issuance date[29](index=29&type=chunk) - To address going concern issues, the Company is implementing revenue enhancement strategies, including new contracts and market expansion (e.g., acquisition of iDoc), and pursuing additional financing, including an existing equity line of credit (ELOC) for up to **$50 million**[31](index=31&type=chunk) [Note 2 Restatement of Previously Issued Financial Statements](index=13&type=section&id=Note%202%20Restatement%20of%20Previously%20Issued%20Financial%20Statements) The Company restated its June 30, 2024, financial statements due to material misstatements in tax accruals, revenue, and compensation, significantly impacting key financial items - The Company restated its previously issued VSee Lab, Inc. condensed consolidated financial statements for June 30, 2024, due to material misstatements, including errors in sales and use tax accruals, revenue recognition, accrued expenses for DHAC and iDoc, and compensation obligations[32](index=32&type=chunk) Impact of Restatement on Consolidated Balance Sheet (June 30, 2024) | Metric | As Reported | Adjustment | As Restated | | :--------------------------------- | :---------- | :--------- | :---------- | | Accounts receivable | $2,513,855 | $(1,590,596) | $923,259 | | Prepaids and other current assets | $760,789 | $(500,000) | $260,789 | | Total current assets | $5,166,549 | $(2,090,596) | $3,075,953 | | Goodwill | $59,900,694 | $1,691,210 | $61,591,904 | | Total assets | $78,987,750 | $(399,386) | $78,588,364 | | Accounts payable and accrued liabilities | $6,752,985 | $1,291,896 | $8,044,881 | | ELOC Note | $500,000 | $(500,000) | $- | | Common stock issuance obligation | $- | $447,930 | $447,930 | | Total current liabilities | $22,879,867 | $1,239,826 | $24,119,693 | | Deferred tax liability | $- | $67,378 | $67,378 | | Total liabilities | $24,177,194 | $1,307,204 | $25,484,398 | | Additional paid-in-capital | $64,582,130 | $(906,436) | $63,675,694 | | Accumulated deficit | $(9,773,056) | $(800,154) | $(10,573,210) | | Total stockholders' equity (deficit) | $54,810,556 | $(1,706,590) | $53,103,966 | Impact of Restatement on Consolidated Statement of Operations (6 Months Ended June 30, 2024) | Metric | As Reported | Adjustment | As Restated | | :--------------------------------- | :---------- | :--------- | :---------- | | Revenues, technical engineering fees | $352,889 | $125,000 | $477,889 | | Total Revenue | $3,207,561 | $125,000 | $3,332,561 | | Cost of revenues | $872,893 | $447,930 | $1,320,823 | | Gross margin | $2,334,668 | $(322,930) | $2,011,738 | | Compensation and related benefits | $1,811,988 | $(5,668) | $1,806,320 | | General and administrative expenses | $660,398 | $118,838 | $779,236 | | Transaction expenses | $1,007,145 | $(752,500) | $254,645 | | Total operating expenses | $3,479,531 | $(639,330) | $2,840,201 | | Net operating (loss) profit | $(1,144,863) | $316,400 | $(828,463) | | Interest expense | $(359,005) | $7,860 | $(351,145) | | Total other income (expense), net | $(1,429,137) | $7,860 | $(1,421,277) | | (Loss) income before income taxes | $(2,574,000) | $324,260 | $(2,249,740) | | (Provision for) benefit from income tax | $2,241,208 | $(562,820) | $1,678,388 | | Net loss | $(332,792) | $(238,560) | $(571,352) | | Net loss attributable to stockholders | $(332,792) | $(238,560) | $(571,352) | | Basic and diluted net loss per common share | $(0.07) | $(0.04) | $(0.11) | [Note 3 Summary of Significant Accounting Policies](index=17&type=section&id=Note%203%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the Company's significant accounting policies, covering consolidation, segment reporting, revenue recognition, and fair value measurements - The Company's condensed consolidated financial statements are prepared in accordance with U.S. GAAP and include VSee Health, VSee Lab, iDoc, Encompass Healthcare Billing, LLC, and This American Doc, Inc. (TAD)[37](index=37&type=chunk)[38](index=38&type=chunk) - The Company operates in two consolidated operating segments: Healthcare Technology (VSee Lab) and Telehealth Services (iDoc), with management evaluating performance and allocating resources based on these segments[41](index=41&type=chunk)[42](index=42&type=chunk) - Revenue is recognized in accordance with ASC 606, based on a five-step model, for various services including subscription fees, professional services, technical engineering fees, patient fees, telehealth fees, and institutional fees[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) Net Loss Per Common Share (6 Months Ended June 30) | Metric | 2025 | 2024 (Restated) | | :--------------------------------- | :--------- | :-------------- | | Net loss | $(6,572,723) | $(571,352) | | Weighted average shares outstanding – basic and diluted | 16,368,254 | 4,971,066 | | Net loss per share – basic and diluted | $(0.40) | $(0.11) | - The allowance for credit losses increased from **$2,393,033** as of December 31, 2024, to **$2,639,917** as of June 30, 2025, with credit loss expense recognized as **$246,884** for the six months ended June 30, 2025[80](index=80&type=chunk)[81](index=81&type=chunk) - Goodwill impairment assessment is performed annually and when triggering events occur. A non-cash goodwill impairment charge of **$56,675,210** was recorded for the year ended December 31, 2024, related to the Telehealth Services reporting unit. No impairment indicators were identified for the three and six months ended June 30, 2025[95](index=95&type=chunk) Intangible Assets, Net (June 30, 2025 vs. December 31, 2024) | Asset Type | June 30, 2025 | December 31, 2024 | | :------------------- | :-------------- | :---------------- | | Customer relationships | $2,115,000 | $2,100,000 | | Developed technology | $10,000,000 | $10,000,000 | | Less: Accumulated amortization | $(2,224,998) | $(1,105,000) | | Intangible assets, net | $9,890,002 | $10,995,000 | [Note 4 Business Combination](index=29&type=section&id=Note%204%20Business%20Combination) VSee Health completed a business combination with VSee Lab and iDoc on June 24, 2024, acquiring iDoc for **$68.9 million**, resulting in **$61.6 million** goodwill, later impaired by **$56.7 million** - On June 24, 2024, VSee Health, Inc. completed a Business Combination with VSee Lab and iDoc, a provider of tele-intensive acute and neurocritical care services. The transaction was accounted for as a reverse recapitalization with VSee Lab as the accounting acquirer[107](index=107&type=chunk) - The acquisition of iDoc enhanced the Company's platform by integrating iDoc's clinical capabilities in managing critically ill patients and supported the Company's strategy to expand its telehealth offerings[108](index=108&type=chunk) - At closing, the Company issued **5,542,500 shares of common stock** and **300 shares of Series A preferred stock** (convertible into 150,000 common shares), totaling **5,692,500 common shares** on an as-converted basis, with an aggregate consideration of **$68.9 million**[109](index=109&type=chunk) - The purchase price allocation included **$10 million** for developed technology and **$2.1 million** for customer relationships, resulting in approximately **$61.6 million in goodwill**. A goodwill impairment charge of **$56.7 million** was recorded in December 2024[110](index=110&type=chunk) [Note 5 Leases](index=29&type=section&id=Note%205%20Leases) Operating lease assets decreased to **$337,770** and liabilities to **$307,850**, while finance lease liabilities, now fully current, decreased to **$234,673** by June 30, 2025 Operating Lease Right-of-Use Assets, Net | Metric | June 30, 2025 | December 31, 2024 (Restated) | | :-------------------------- | :-------------- | :--------------------------- | | Office lease | $433,173 | $433,173 | | Less: Accumulated amortization | $(95,403) | $(53,588) | | Right-of-use assets, net | $337,770 | $379,585 | Operating Lease Liabilities | Metric | June 30, 2025 | December 31, 2024 (Restated) | | :-------------------------- | :-------------- | :--------------------------- | | Office lease | $307,850 | $342,174 | | Less: current portion | $(81,132) | $(72,836) | | Long term portion | $226,718 | $269,338 | Finance Lease Liabilities | Metric | June 30, 2025 | December 31, 2024 (Restated) | | :-------------------------- | :-------------- | :--------------------------- | | Equipment lease | $234,673 | $328,833 | | Less: Current portion | $(234,673) | $(328,833) | | Long term portion | $— | $— | - The entirety of the finance lease liability has been reclassified to current liabilities as of June 30, 2025, and December 31, 2024, due to a revised forbearance agreement with a repayment expected by November 2025[118](index=118&type=chunk)[123](index=123&type=chunk) [Note 6 Accounts Payable and Accrued Liabilities](index=32&type=section&id=Note%206%20Accounts%20Payable%20and%20Accrued%20Liabilities) Total accounts payable and accrued liabilities increased to **$9.6 million** by June 30, 2025, driven by higher sales and use tax and financing lease liabilities, partially offset by lower compensation accruals Components of Accounts Payable and Accrued Liabilities | Component | June 30, 2025 | December 31, 2024 | | :-------------------------- | :-------------- | :---------------- | | Accounts payable | $4,402,224 | $4,283,397 | | Accrued compensation and benefits | $2,090,240 | $2,176,070 | | Accrued interest | $536,796 | $558,358 | | Accrued sales and use tax | $1,157,346 | $999,547 | | Accrued financing lease | $543,770 | $446,890 | | Other accrued liabilities | $890,513 | $879,397 | | **Total** | **$9,620,889** | **$9,343,659** | [Note 7 Factoring Payable](index=32&type=section&id=Note%207%20Factoring%20Payable) The Company assumed **$143,220** in unsecured, non-interest-bearing factoring payables from iDoc as part of the June 2024 business combination, subject to weekly adjustments - The Company assumed factoring payable liabilities from iDoc as a result of the June 24, 2024, Business Combination. These agreements are generally unsecured, non-interest-bearing, and subject to weekly adjustments based on future receipts[125](index=125&type=chunk) Factoring Payable Balances | Agreement Date | June 30, 2025 | December 31, 2024 | | :------------------- | :-------------- | :---------------- | | June 21, 2023 | $51,300 | $59,527 | | June 28, 2023 | $17,320 | $34,315 | | October 13, 2023 | $74,600 | $85,166 | | **Total Factoring Payable** | **$143,220** | **$179,007** | [Note 8 Line of Credit and Notes Payable](index=34&type=section&id=Note%208%20Line%20of%20Credit%20and%20Notes%20Payable) This note details various notes payable and lines of credit, including defaulted notes, new convertible notes, and an ELOC, with many financial instruments measured at fair value due to embedded features Summary of Notes Payable (June 30, 2025 vs. December 31, 2024) | Note Payable | June 30, 2025 | December 31, 2024 (Restated) | | :--------------------------------- | :-------------- | :--------------------------- | | Note payable issued Nov 29, 2021 | $336,983 | $336,983 | | Note payable issued Dec 1, 2021 | $1,500,600 | $1,500,600 | | Note payable issued Aug 18, 2023 | $64,000 | $64,000 | | Note payable issued Nov 29, 2023 | $33,000 | $33,000 | | **Total notes payable and line of credit** | **$1,934,583** | **$1,934,583** | | Less: Current portion | $(433,983) | $(433,983) | | Less: Fair value adjustment for debt | $(906,659) | $(906,659) | | **Total notes payable, net of current portion** | **$593,941** | **$593,941** | - Several assumed notes payable (November 29, 2021; December 1, 2021; August 3, 2023; August 18, 2023) are currently in default, leading to increased interest rates (e.g., **26% per annum** for some defaulted notes) and full classification as current liabilities[130](index=130&type=chunk) - The March 2025 Convertible Note (**$108,696 principal**) and May 2025 Convertible Note (**$216,871 principal**) were issued in 2025, both accounted for at fair value due to embedded features, with significant losses recognized on initial recognition or extinguishment of prior notes[132](index=132&type=chunk)[137](index=137&type=chunk)[149](index=149&type=chunk) - The Exchange Note, Quantum Convertible Note, and September 2024 Convertible Note are share-settled debt instruments accounted for as liabilities under ASC 480 and re-measured at fair value each reporting period, with significant changes in fair value recognized in earnings[166](index=166&type=chunk)[182](index=182&type=chunk)[204](index=204&type=chunk) - The Equity Line of Credit (ELOC) Agreement allows the Company to sell up to **$50,000,000** of common stock over 36 months. It is classified as a liability under ASC 815 and re-measured at fair value, with a floor price of **$1.25 per share** as of March 20, 2025[185](index=185&type=chunk)[187](index=187&type=chunk)[191](index=191&type=chunk) [Note 9 Related Party](index=47&type=section&id=Note%209%20Related%20Party) This note details various related party transactions, including loans from VSee Lab's CEO, a note receivable from iDoc's CEO, and advances from DHAC's Sponsor, many converted to equity - VSee Lab incurred several promissory notes from its then CEO, Milton Chen, totaling **$323,000** in principal, with default interest rates of **26% per annum**. Accrued interest balances as of June 30, 2025, were **$64,991**, **$72,459**, and **$27,253** respectively[210](index=210&type=chunk) - iDoc had a related party balance due from its then CEO, Imoigele Aisiku, of **$241,122** as of June 30, 2025, which is unsecured and non-interest-bearing. A **$336,000** note receivable from Mr. Aisiku was written off in 2024, resulting in a **$245,500 loss**[209](index=209&type=chunk)[211](index=211&type=chunk) - DHAC had various loans and advances from its Sponsor and affiliates, totaling **$1,268,000**, which were converted into Series A Preferred Stock at the closing of the Business Combination. Additionally, **$405,000** in working capital advances from SCS (a Sponsor affiliate) were converted into **202,500 shares of Common Stock**, treated as a troubled debt restructuring[212](index=212&type=chunk)[213](index=213&type=chunk)[219](index=219&type=chunk) - SCS Capital Partners LLC, a Sponsor affiliate, owns approximately **40.74%** of the Quantum Investor, which subscribed for the **$3,000,000 Quantum Convertible Note**[213](index=213&type=chunk) [Note 10 Commitments, Contingencies, and Concentration Risk](index=51&type=section&id=Note%2010%20Commitments,%20Contingencies,%20and%20Concentration%20Risk) The Company faces legal proceedings, commitments for robots and reseller agreements, and credit risk concentrations with key customers, alongside a significant sales tax liability - The Company is involved in a pending lawsuit for alleged breach of contract and unjust enrichment, with settlement discussions actively ongoing. The Company believes the resolution will not have a material adverse effect on its business[215](index=215&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk) - Commitments include an unpaid **$179,900** for telepresence robots, a **$200,000** promissory note with a related party where payments are based on **80% of monthly revenue** from deployed robots, and a **$413,731** commitment on a reseller agreement for international market expansion[223](index=223&type=chunk) - The Company faces concentrations of credit risk in cash and trade accounts receivables. As of June 30, 2025, **two customers represented 35% of total accounts receivable**, and **one customer accounted for approximately 29% of total revenue** for the three months ended June 30, 2025[224](index=224&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk) - A sales tax liability of **$1,157,346** was recorded as of June 30, 2025, with **$89,885** in sales tax expense recognized for the three months ended June 30, 2025[228](index=228&type=chunk) [Note 11 Income Taxes](index=54&type=section&id=Note%2011%20Income%20Taxes) For the six months ended June 30, 2025, the Company reported a **$(6.5 million) loss before taxes** and an income tax expense of **$17,989**, resulting in a **(0.27%) effective tax rate** Loss Before Income Taxes (6 Months Ended June 30) | Geographic Area | 2025 | 2024 | | :-------------- | :----------- | :----------- | | United States | $(6,544,734) | $(2,249,740) | | Total | $(6,544,734) | $(2,249,740) | Income Tax Expense and Effective Tax Rate (6 Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------- | :--------- | :----------- | | Income tax expense (benefit) | $17,989 | $(1,678,388) | | Effective tax rate | (0.27%) | 74.6% | | Statutory federal income tax rate | 21.0% | 21.0% | - The effective tax rate varied from the statutory federal income tax rate primarily due to state income taxes, adjustments for meals, entertainment and penalties, changes in fair value of financial instruments, stock compensation expenses, and changes to valuation allowance[229](index=229&type=chunk)[230](index=230&type=chunk) [Note 12 Equity](index=56&type=section&id=Note%2012%20Equity) The Company has authorized preferred and common stock, with **6,158 Series A Preferred** and **16.4 million common shares** outstanding, alongside stock options and a common stock issuance obligation - The Company has **10,000,000 authorized preferred shares** (**$0.0001 par value**), with **6,158 Series A Preferred Stock shares** issued and outstanding as of June 30, 2025. These shares have voting rights, cumulative participating dividends, and are convertible into common stock at the holder's option[232](index=232&type=chunk)[233](index=233&type=chunk)[234](index=234&type=chunk) - The Company is authorized to issue **100,000,000 shares of common stock** (**$0.0001 par value**), with **16,422,690 shares outstanding** as of June 30, 2025, an increase from **16,297,190 shares** at December 31, 2024[239](index=239&type=chunk) - The 2024 Equity Incentive Plan reserves **2,544,021 shares of common stock**, with **803,646 stock options** granted at the closing of the Business Combination on June 24, 2024, at an exercise price of **$12.11**[240](index=240&type=chunk) - A common stock issuance obligation of **$59,383** as of June 30, 2025 (down from **$69,621** at December 31, 2024) for iDoc employees is classified as a liability and re-measured at fair value each reporting date[243](index=243&type=chunk) [Note 13 Warrants](index=58&type=section&id=NOTE%2013%20Warrants) The Company has **12.99 million** equity-classified warrants outstanding, including Public, Private, Bridge, Extension, and September 2024 Warrants, with a weighted average exercise price of **$9.65** - The Company's Public, Private, Bridge, Extension, and September 2024 Warrants are classified as equity instruments under ASC 480 and ASC 815, as they meet the requirements for equity classification[245](index=245&type=chunk) Summary of Warrants Outstanding (June 30, 2025) | Warrant Type | Outstanding (Shares) | Weighted Average Exercise Price | Weighted Average Remaining Life (Years) | | :------------------- | :------------------- | :------------------------------ | :-------------------------------------- | | Public Warrants | 11,500,000 | $11.50 | 3.98 | | Private Warrants | 557,000 | $11.50 | 3.98 | | Bridge Warrants | 173,913 | $11.50 | 2.26 | | Extension Warrants | 26,086 | $11.50 | 2.85 | | September 2024 Warrants | 740,741 | $2.25 | 4.25 | | **Total** | **12,997,740** | **$9.65** | **3.46** | - Public and Private Warrants have an exercise price of **$11.50** and expire on the fifth anniversary of the business combination. They are redeemable by the Company at **$0.01 per warrant** if the common stock price equals or exceeds **$18.00** for 20 trading days within a 30-day period[246](index=246&type=chunk)[247](index=247&type=chunk) - September 2024 Warrants, issued to an institutional investor, are exercisable at **$2.25 per share** for five years and are subject to standard and down-round antidilution adjustments[253](index=253&type=chunk) [Note 14 Reportable segments](index=59&type=section&id=NOTE%2014%20Reportable%20segments) The Company operates in Healthcare Technology and Telehealth Services segments; for H1 2025, Technology generated **$4.46 million** revenue with a **$(83,969) loss**, while Telehealth generated **$2.25 million** revenue with a **$(1.3 million) loss** - The Company has two reportable segments: Healthcare Technology (VSee Lab) and Telehealth Services (iDoc), which align with how the Co-CEOs review results and allocate resources[254](index=254&type=chunk)[257](index=257&type=chunk)[258](index=258&type=chunk) Segment Revenues and Operating Income (Loss) (6 Months Ended June 30, 2025) | Metric | Technology | Telehealth | Total | | :--------------------------------- | :----------- | :----------- | :----------- | | Total revenues | $4,458,800 | $2,252,805 | $6,711,604 | | Cost of revenues | $2,435,618 | $827,523 | $3,263,141 | | Segment gross margin | $2,023,181 | $1,425,282 | $3,448,463 | | Segment operating income (loss) | $(83,969) | $(1,300,001) | $(1,383,970) | Segment Total Assets (June 30, 2025 vs. December 31, 2024) | Segment | June 30, 2025 | December 31, 2024 | | :-------------------- | :-------------- | :---------------- | | Technology | $1,016,971 | $1,503,995 | | Telehealth | $17,138,696 | $18,271,724 | | Non-operating corporate | $54,374 | $216,769 | | **Total** | **$18,210,041** | **$19,992,488** | Segment Depreciation and Amortization (6 Months Ended June 30) | Segment | 2025 | 2024 | | :---------- | :------- | :------- | | Technology | $4,888 | $1,716 | | Telehealth | $1,289,749 | $375 | | **Total** | **$1,294,636** | **$2,091** | Segment Interest Expense (6 Months Ended June 30) | Segment | 2025 | 2024 | | :-------------------- | :--------- | :--------- | | Technology | $21,155 | $47,205 | | Telehealth | $112,170 | $3,941 | | Non-Operating corporate | $837,919 | $299,999 | | **Total** | **$971,244** | **$351,145** | [Note 15 Fair Value Measurements](index=64&type=section&id=NOTE%2015%20Fair%20Value%20Measurements) This note details fair value measurements for financial liabilities, primarily Level 3 instruments like convertible notes, valued using Monte Carlo models, while common stock issuance obligation is Level 1 Fair Value of Financial Liabilities (June 30, 2025) | Liabilities | Fair Value | Level 1 | Level 2 | Level 3 | | :--------------------------------- | :--------- | :------ | :------ | :--------- | | Exchange Note | $2,485,636 | $— | $— | $2,485,636 | | Equity line of credit | $59,843 | $— | $— | $59,843 | | Quantum Convertible Note, related party | $3,580,612 | $— | $— | $3,580,612 | | September 2024 Convertible Note | $2,918,875 | $— | $— | $2,918,875 | | Common stock issuance obligation | $59,383 | $59,383 | $— | $— | | March 2025 Convertible Note | $194,791 | $— | $— | $194,791 | | May 2025 Convertible Note | $342,996 | $— | $— | $342,996 | - The Quantum Convertible Note, Exchange Note, ELOC Agreement, September 2024 Convertible Note, March 2025 Convertible Note, and May 2025 Convertible Note are classified within **Level 3** of the fair value hierarchy due to the use of unobservable inputs in their valuation models (e.g., Monte Carlo model)[269](index=269&type=chunk)[271](index=271&type=chunk)[273](index=273&type=chunk) - The common stock issuance obligation is classified within **Level 1** of the fair value hierarchy as its fair value is estimated based on the observable closing price of the Company's common stock[278](index=278&type=chunk) Level 3 Changes in Fair Value of Derivatives (December 31, 2024 to June 30, 2025) | Metric | Quantum Convertible Note | Exchange Note | ELOC | September Convertible Note | Common Stock Issuance Obligation | March 2025 Convertible Note | May 2025 Convertible Note | Total | | :--------------------------------- | :----------------------- | :------------ | :----- | :------------------------- | :------------------------------- | :-------------------------- | :------------------------ | :---------- | | Fair value as of December 31, 2024 | $3,248,000 | $1,499,000 | $80,000 | $2,094,000 | $69,621 | $— | $— | $6,990,621 | | Initial fair value at issuance | $— | $— | $— | $— | $— | $238,020 | $342,996 | $581,016 | | (Gain) Loss on change in fair value | $332,612 | $986,636 | $(20,157) | $824,875 | $(10,238) | $(43,229) | $— | $2,070,499 | | Fair value as of June 30, 2025 | $3,580,612 | $2,485,636 | $59,843 | $2,918,875 | $59,383 | $194,791 | $342,996 | $9,642,136 | [Note 16 Subsequent Events](index=68&type=section&id=Note%2016%20Subsequent%20Events) Subsequent events include the issuance of the ELOC Commitment Fee Note, Quantum Note maturity extension, conversions of bridge and exchange notes, and new loan agreements with Change Capital and an October 2025 Note - On July 2, 2025, the Company issued the ELOC Commitment Fee Note (**$500,000 principal**) payable in common stock. On July 3, 2025, the Quantum Note's maturity date was extended to June 30, 2026, with **18 months of guaranteed interest**[284](index=284&type=chunk)[285](index=285&type=chunk) - In August 2025, Additional Bridge Notes (**$32,408 principal**) and the Exchange Note (**$500,000 principal**) were converted into **14,199** and **213,759 shares of common stock**, respectively[286](index=286&type=chunk)[287](index=287&type=chunk) - On September 5, 2025, the Company entered a Master Business Loan Agreement (MBLA) with Change Capital Holdings I, LLC for up to **$2,500,001** in advances. An initial advance of **$525,000** was secured by a junior lien on all Company assets and personal guarantees from Co-CEOs and CFO[288](index=288&type=chunk) - On October 9, 2025, the Company issued a secured, non-convertible promissory note (October 2025 Note) for **$133,333** (purchase price **$120,000**), bearing **5% annual interest** and secured by all Company assets, subordinated to existing debt[289](index=289&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=70&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses VSee Health's financial condition and operations, focusing on the impact of the June 2024 business combination, revenue growth, increased expenses, net loss, and liquidity [Overview](index=70&type=section&id=Overview) VSee Health, formed by the June 2024 business combination of VSee Lab and iDoc, provides a scalable telehealth software platform and high-acuity patient care solutions - VSee Health, Inc. completed a business combination with VSee Lab and iDoc on June 24, 2024, transforming from a blank check company into a telehealth software and services provider[291](index=291&type=chunk) - VSee Lab's core platform is a highly scalable, API-driven technology for virtual healthcare delivery, offering customizable and white-labeled solutions with deep integration across the healthcare ecosystem, enabling clinicians to configure workflows with low-code/no-code tools[292](index=292&type=chunk)[293](index=293&type=chunk)[294](index=294&type=chunk) - iDoc, a wholly-owned subsidiary, provides high-acuity patient care solutions, including elite physician services in intensive care units, specializing in neuro-critical care, general tele-critical care, and specialty e-consults to various hospital systems and facilities[295](index=295&type=chunk)[296](index=296&type=chunk)[297](index=297&type=chunk) [Implications of Being an Emerging Growth Company](index=72&type=section&id=Implications%20of%20Being%20an%20Emerging%20Growth%20Company) As an emerging growth and smaller reporting company, VSee Health benefits from reduced reporting requirements and an extended transition period for new accounting standards - VSee Health is an 'emerging growth company' and 'smaller reporting company,' allowing it to take advantage of exemptions from certain reporting requirements, such as auditor attestation for Section 404 of Sarbanes-Oxley and reduced executive compensation disclosures[298](index=298&type=chunk)[300](index=300&type=chunk) - The Company has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, meaning it will adopt new standards at the same time as private companies, which may impact comparability with other public companies[299](index=299&type=chunk) [Performance Factors](index=72&type=section&id=Performance%20Factors) VSee Health's future performance depends on capitalizing on the telehealth market, expanding customer base through industry relationships, and continuous innovation to address existing solution limitations - Future performance depends on capitalizing on the rapid transformation of the telehealth market, which is characterized by strong future growth and an attractive value proposition from the Company's current offerings[301](index=301&type=chunk) - The Company aims to expand within the market and attract new customers by leveraging industry relationships with government, hospital systems, and insurance providers, as telehealth is still in its infancy stages[302](index=302&type=chunk) - Innovation and new product offerings are critical for long-term success, as existing telehealth solutions often lack healthcare-specific design, device integration, optimized backend coordination, and robust functionality, which the Company's technology aims to address[304](index=304&type=chunk)[305](index=305&type=chunk) [Critical Accounting Estimates](index=74&type=section&id=Critical%20Accounting%20Estimates) This section outlines critical accounting estimates requiring significant management judgment, including revenue recognition, fair value measurements, goodwill impairment, and income taxes, which can materially affect financial statements - Critical accounting estimates involve significant management judgment and affect reported amounts, including revenue recognition (ASC 606), fair value of financial instruments (ASC 820), goodwill impairment (ASC 350), impairment of long-lived and intangible assets (ASC 360-10), and income taxes (ASC 740-10)[306](index=306&type=chunk)[307](index=307&type=chunk)[308](index=308&type=chunk) - Revenue recognition follows a five-step model under ASC 606, involving identifying contracts, performance obligations, transaction price, allocation, and timing of recognition for various service types (subscription, professional, patient, telehealth, institutional fees)[310](index=310&type=chunk)[313](index=313&type=chunk)[314](index=314&type=chunk) - Goodwill is evaluated for impairment at the reporting unit level, with a non-cash goodwill impairment charge of **$56,675,210** recorded in 2024 for the Telehealth Services unit. No impairment indicators were identified for the three and six months ended June 30, 2025[340](index=340&type=chunk)[341](index=341&type=chunk) [Financial Statement Components (Results of Operations)](index=80&type=section&id=Financial%20Statement%20Components) For H1 2025, total revenue increased by **101%** to **$6.7 million**, but net loss widened by **1050%** to **$(6.6) million** due to surging cost of revenues and operating expenses Results of Operations (6 Months Ended June 30) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :--------------------------------- | :----------- | :----------- | :----------- | :----------- | | Revenue | $6,711,604 | $3,332,561 | $3,379,043 | 101% | | Cost of revenues | $3,263,141 | $1,320,823 | $1,942,318 | 147% | | Gross margin | $3,448,463 | $2,011,738 | $1,436,725 | 71% | | Operating expenses | $7,534,521 | $2,840,201 | $4,694,320 | 165% | | Other income (expense) | $(2,468,676) | $(1,421,277) | $(1,047,399) | 74% | | Net loss before taxes | $(6,554,734) | $(2,249,740) | $4,304,994 | 191% | | Income tax benefit | $(17,989) | $1,678,388 | $(1,696,377) | 101% | | Net loss | $(6,572,723) | $(571,352) | $(6,001,371) | 1050% | - Total revenue increased by **101%** for the six months ended June 30, 2025, driven by a **3,501% increase in iDoc revenue** (primarily patient and telehealth fees) from its acquisition, and higher professional services and technical engineering fees related to the HHS contract. This was partially offset by an **18% decline in subscription revenue**[351](index=351&type=chunk) - Cost of goods sold increased by **147%** for the six months ended June 30, 2025, mainly due to **146% higher compensation expenses** (from HHS contract support and iDoc acquisition) and **623% higher procurement of medical devices** for the HHS project[354](index=354&type=chunk) - Operating expenses rose by **165%** for the six months ended June 30, 2025, primarily due to a **440% increase in general and administrative expenses** (from iDoc acquisition, amortization, bad debt, insurance, and DHAC recapitalization professional fees) and **84% higher compensation-related expenses**[357](index=357&type=chunk) - Other expense increased by **74%** for the six months ended June 30, 2025, driven by a **$1,964,396 loss on change in fair value of debt and derivative financial instruments** and a **$620,099 increase in interest expense**, partially offset by the absence of a prior period initial fair value loss on the Quantum Note and **$183,007 in other income (ERC)**[359](index=359&type=chunk) [Cash Flows](index=84&type=section&id=Cash%20Flows) Net cash used in operating activities improved to **$(0.77) million**, while financing cash decreased to **$0.75 million**, resulting in a **$(34,520) net cash decrease** for H1 2025 Selected Cash Flow Captions (6 Months Ended June 30) | Cash Flow Activity | 2025 | 2024 | | :--------------------------------- | :----------- | :----------- | | Net cash used in operating activities | $(765,094) | $(2,594,214) | | Net cash used in investing activities | $(15,466) | $(16,390) | | Net cash provided by financing activities | $746,040 | $3,597,841 | | Change in cash | $(34,520) | $987,237 | - Cash used in operating activities improved to **$(765,094)** for the six months ended June 30, 2025, from a net loss of **$(6,572,723)**, adjusted by **$4,027,812** in non-cash items and a **$1,779,817 increase in net changes in operating assets and liabilities** (primarily accounts payable and deferred revenue)[364](index=364&type=chunk) - Cash provided by financing activities for the six months ended June 30, 2025, was **$746,040**, mainly from **$816,871 in proceeds from new notes** (M2B, Ascent, FWE Capital) offset by payments to shareholders, factoring payables, and finance lease liabilities[367](index=367&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=85&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, VSee Health, Inc. is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, VSee Health, Inc. is exempt from providing quantitative and qualitative disclosures about market risk[369](index=369&type=chunk) [Item 4. Controls and Procedures](index=85&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2025, VSee Health's disclosure controls and procedures were deemed ineffective due to material weaknesses in internal control over financial reporting. These weaknesses include insufficient accounting personnel for segregation of duties, ineffective IT General Controls (access controls), lack of formalized control environment, and inadequate accounting for significant or non-recurring transactions. Management believes these issues will persist without additional funding for the accounting department, though they assert the financial statements fairly represent the Company's condition - As of June 30, 2025, the Company's disclosure controls and procedures were not effective due to **material weaknesses in internal control over financial reporting**[370](index=370&type=chunk) - Material weaknesses include insufficient accounting personnel for segregation of duties, ineffective IT General Controls (access controls), lack of formalized control environment and oversight, and inadequate accounting for significant or non-recurring transactions[371](index=371&type=chunk) - Management anticipates these material weaknesses will not be remediated without additional funding for the accounting department, but believes the consolidated financial statements fairly represent the Company's financial condition[372](index=372&type=chunk)[373](index=373&type=chunk) - Subsequent to quarter-end, the Company has enhanced processes to identify and apply accounting requirements, including improved access to accounting literature and increased communication, though remediation will take time[376](index=376&type=chunk) [PART II — OTHER INFORMATION](index=86&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=86&type=section&id=Item%201.%20Legal%20Proceedings) The Company is subject to claims, lawsuits, and other legal and administrative proceedings in the ordinary course of business. While defending such proceedings is costly and burdensome, management does not believe that any currently pending litigation, if determined adversely, would individually or in aggregate have a material adverse effect on the Company's business, operating results, cash flows, or financial condition - The Company is subject to claims, lawsuits, and legal proceedings in the ordinary course of business, which can be costly and burdensome[378](index=378&type=chunk) - Management believes that no currently pending litigation would individually or in aggregate have a material adverse effect on the Company's business, operating results, cash flows, or financial condition[378](index=378&type=chunk) [Item 1A. Risk Factors](index=86&type=section&id=Item%201A.%20Risk%20Factors) The Company refers readers to the risk factors discussed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and does not believe there have been any material changes to these risks. Additional unknown or currently immaterial risks may also adversely affect the business - Readers should consider the risk factors discussed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024[379](index=379&type=chunk) - The Company does not believe there have been any material changes to the previously disclosed risk factors, but acknowledges that additional unknown or immaterial risks could adversely affect the business[379](index=379&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=86&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) For the fiscal quarter ended June 30, 2025, there were no unregistered securities to report that had not been previously disclosed in prior SEC filings - No unregistered sales of equity securities or use of proceeds were reported for the fiscal quarter ended June 30, 2025, that had not been previously disclosed[380](index=380&type=chunk) [Item 3. Defaults Upon Senior Securities](index=86&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the Company for the reporting period - This item is not applicable[381](index=381&type=chunk) [Item 4. Mine Safety Disclosures](index=86&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company for the reporting period - This item is not applicable[382](index=382&type=chunk) [Item 5. Other Information](index=86&type=section&id=Item%205.%20Other%20Information) During the six months ended June 30, 2025, no directors or officers informed the Company of the adoption or termination of any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements - No directors or officers reported the adoption or termination of Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the six months ended June 30, 2025[383](index=383&type=chunk) [Item 6. Exhibits](index=87&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q, including organizational documents, certifications, and XBRL taxonomy documents - The exhibits filed include the Second Amended and Restated Certificate of Incorporation, Certificate of Designation of Series A Convertible Preferred Stock, Amended and Restated Bylaws, CEO and CFO certifications, and XBRL taxonomy documents[386](index=386&type=chunk) [Signatures](index=88&type=section&id=Signatures) The report is signed by Imoigele Aisiku, Co-Chief Executive Officer and Chairman of the Board, and Jerry Leonard, Chief Financial Officer and Secretary, on October 15, 2025, certifying its submission in accordance with the Exchange Act - The report is signed by Imoigele Aisiku, Co-Chief Executive Officer and Chairman of the Board, and Jerry Leonard, Chief Financial Officer and Secretary, on October 15, 2025[390](index=390&type=chunk)

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: 001-41015 980 N Federal Hwy Suite 304 Boca Raton, FL 33432 (Address of Principal Executive Offices) (754) 231-1688 (Registrant's tel ...

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 March 31, 2025 or For the transition period from to Commission File Number: 001-41015 VSee Health, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or ...