Financial Performance - Revenues for the fiscal year 2026 reached $4,486 million, compared to $4,333 million in fiscal year 2025, reflecting a year-over-year increase of 3.5%[5] - Operating income for the fiscal year 2026 was $468 million, up from $282 million in fiscal year 2025, representing a significant increase of 66.1%[5] - Net income from continuing operations for the fiscal year 2026 was $311 million, compared to $147 million in fiscal year 2025, indicating a year-over-year growth of 111.6%[5] - Basic earnings per share for the fiscal year 2026 were $1.34, an increase from $1.05 in fiscal year 2025, marking a growth of 27.6%[5] - Revenues for the three months ended December 31, 2024, were reported at $4,333 million, with a gross margin of $1,797 million[7] - For the three months ended March 31, 2025, revenues increased to $4,480 million, with a gross margin of $1,861 million[8] - In the three months ended June 30, 2025, revenues further rose to $4,726 million, achieving a gross margin of $2,235 million[9] - Revenues for the three months ended September 30, 2025, were reported at $5,005 million, with an adjusted total also at $5,005 million[10] - For the twelve months ended September 30, 2025, revenues were $18,544 million, with adjusted revenues remaining the same[11] Operating Costs and Expenses - The company reported total operating costs and expenses of $4,018 million for the fiscal year 2026, compared to $4,051 million in fiscal year 2025, a decrease of 0.8%[5] - Research and development expenses for the fiscal year 2026 totaled $235 million, slightly down from $243 million in fiscal year 2025, showing a decrease of 3.3%[5] - Integration, restructuring, and transaction expenses amounted to $108 million in the fiscal year 2026, compared to $89 million in fiscal year 2025, reflecting an increase of 21.3%[5] - Research and development expenses were $243 million for the three months ended December 31, 2024, $232 million for March 31, 2025, and $230 million for June 30, 2025[7][8][9] - Selling and administrative expenses were $1,155 million for the three months ended December 31, 2024, $1,117 million for March 31, 2025, and $1,163 million for June 30, 2025[7][8][9] Adjusted Financial Metrics - The company reported a significant increase in gross margin percentage from 41.5% in Q4 2024 to 47.2% in Q2 2025[7][9] - Operating income for the three months was $536 million, adjusted to $1,292 million after accounting for various costs[10] - Net income from continuing operations for the quarter was $346 million, with an adjusted net income of $937 million[10] - Diluted earnings per share from continuing operations for the quarter were reported at $1.20, adjusted to $3.26[10] - Gross margin for the twelve months was $8,258 million, adjusted to $10,241 million[11] - Operating income for the twelve months was $1,941 million, adjusted to $4,666 million[11] - Net income from continuing operations for the year was $1,100 million, with an adjusted net income of $3,433 million[11] - Diluted earnings per share from continuing operations for the year were reported at $3.81, adjusted to $11.90[11] Regulatory and Compliance Costs - The company incurred costs related to European regulatory initiatives, which are considered one-off costs, impacting the comparability of earnings[1] - BD incurred charges of $297 million in fiscal year 2025 related to product liability and legal matters, impacting other operating expenses[13] - The company recognized $98 million and $38 million in product remediation costs in fiscal years 2025 and 2024, respectively, recorded in cost of products sold[13] - Costs incurred for compliance with the European Union Medical Device Regulation and In Vitro Diagnostic Medical Device Regulation are recorded in cost of products sold and research and development expenses[13] - The company reported $67 million in accruals in fiscal year 2024 related to Italian government medical device payback legislation, impacting revenues[13] Management Insights - Management emphasizes the importance of non-GAAP measures for understanding operational performance and trends, while cautioning that these measures may differ from those used by other companies[2] - The company has indicated ongoing investments in product development and market expansion strategies to drive future growth[7][8][9] Other Operating Costs - BD's costs associated with integration and restructuring activities are recorded under integration, restructuring, and transaction expenses[13] - BD's amortization expense, primarily recorded in cost of products sold, is related to purchase accounting for acquisitions[13] - The company incurred costs for the separation of its former Diabetes Care business, recorded under other operating expenses[13] - Charges related to pension settlement costs amounted to $38 million in fiscal year 2025, recorded in other expenses[13] - Transaction costs and financing impacts from the Advanced Patient Monitoring acquisition are recorded under integration, restructuring, and transaction expenses, as well as interest expense[13] - BD's adjustments to reported results reflect costs that are considered outside of underlying operational results, affecting period-to-period comparability[13]

Warrant Terms and Conditions - The warrant allows the holder to purchase a total of ______________ shares of common stock or exchange warrants at an exercise price of $0.0001[1] - The exercise period for the warrant extends until 11:59 p.m. New York time on the expiration date or 30 days after notice of exercise conditions being met[1] - The holder must deliver the aggregate exercise price in cash via wire transfer within one trading day of the exercise notice[2] - The company is responsible for all fees and expenses related to the transfer agent and issuance of warrant shares or exchange warrants[3] - If the company fails to deliver the securities by the delivery date, it must compensate the holder for any losses incurred due to a buy-in[6] - The exercise price for warrant shares and exchange warrants is subject to adjustment as specified in the agreement[5] - The company must ensure its transfer agent participates in the DTC Fast Automated Securities Transfer Program while the warrant is outstanding[6] - No fractional warrant shares or exchange warrants will be issued; amounts will be rounded down to the nearest whole number[3] - The holder has the right to rescind an exercise if the company fails to deliver the applicable number of shares by the delivery date[6] - The company must promptly resolve any disputes regarding the exercise price or calculation of warrant shares or exchange warrants[7] Ownership and Issuance Limitations - The Company has established a Maximum Percentage of beneficial ownership at 4.99% or 9.99% for the Holder and Attribution Parties, limiting the exercise of Warrants to prevent exceeding this threshold[8] - The Primary Market Limitation is set at 19.99% of the outstanding shares of Common Stock before the issuance of shares upon exercise of the Warrant[13] - The Required Reserve Amount mandates the Company to reserve at least 100% of the maximum number of shares necessary to satisfy obligations under outstanding Warrants[14] - In the event of an Authorized Share Failure, the Company is required to take commercially reasonable actions to increase the number of authorized shares to meet the Required Reserve Amount[16] - The Company must confirm the number of outstanding shares of Common Stock to the Holder within two business days upon request[11] Pricing and Valuation - The cashless exercise option allows the Holder to receive Warrant Shares without cash payment if there is no effective registration statement available[17] - The Bid Price for the Common Stock is determined based on the first applicable clause, including trading market prices reported by Bloomberg[19] - The VWAP (Volume Weighted Average Price) is calculated based on trading market data, ensuring accurate pricing for the Common Stock[21] - The Company must return any excess Exercise Price paid by the Holder for Reduction Shares if the exercise would exceed the Maximum Percentage[10] - The Company is responsible for ensuring compliance with Section 13(d) of the Exchange Act regarding beneficial ownership calculations[13] - The Company may voluntarily adjust the Exercise Price of the Warrant at any time deemed appropriate by the Board of Directors[22] - If the Company subdivides its outstanding shares of Common Stock, the Exercise Price will be proportionately reduced, and the number of Warrant Shares will be proportionately increased[23] Rights and Obligations - In the event of any asset distribution to Common Stock holders, the Holder is entitled to participate as if they had exercised the Warrant[25] - If the Company grants Purchase Rights, the Holder can acquire the same proportion of Purchase Rights as if they had exercised the Warrant[26] - The Company cannot enter into a Fundamental Transaction without the Successor Entity assuming all obligations under the Warrant[27] - The Company will not avoid the observance of any terms of the Warrant through amendments or reorganizations[28] - The Holder is not deemed a stockholder and does not have voting rights until the Warrant is exercised[29] - The Company will issue a new Warrant upon transfer, loss, theft, or mutilation of the original Warrant[30][32][34] - Notices required under the Warrant must be delivered in writing to specified addresses[35] - The Company will provide prompt written notice of all actions taken pursuant to the Warrant, including adjustments to the Exercise Price and any dividend distributions[36] - The Company may amend or waive provisions of the Warrant only with the written consent of the Holder[37] - The Warrant is governed by the laws of the State of New York, and the Company submits to the jurisdiction of New York courts[38] - In case of disputes regarding the Exercise Price or Warrant Shares, the Company will submit calculations to an independent investment bank or accountant for resolution[39] - The remedies provided in the Warrant are cumulative and include the right to seek injunctive relief without showing economic loss[40] - The Warrant and Warrant Shares may be transferred without the Company's consent, as outlined in Section 7(a)[41] - If any provision of the Warrant is deemed invalid, the remaining provisions will still be enforceable[42] - The Company must publicly disclose any material, nonpublic information received in accordance with the Warrant[43] Definitions and Legal Considerations - Definitions of key terms such as "Common Stock," "Exercise Conditions," and "Change of Control" are provided for clarity[44][48] - The Company acknowledges that a breach of obligations may cause irreparable harm to the Holder, justifying the right to seek an injunction[40] - The Company is involved in a Fundamental Transaction, which includes mergers, asset sales, or stock purchase agreements that may result in a change of control[54] - The definition of "Subject Entity" includes any person or group that may acquire significant ownership or control over the Company's shares[59] - The Principal Market for the Company's Common Stock is The Nasdaq Capital Market[58] - The Company has established a standard settlement period for its Common Stock transactions, which is defined in terms of Trading Days[61] - The exercise price for purchasing shares of Common Stock is set at $0.01 per share[66] - The Company is required to deliver Warrant Shares or Exchange Warrants upon exercise of the warrants[68] - The definition of "Parent Entity" refers to an entity that controls the Company and is publicly traded[56] - The Company must comply with regulations regarding the issuance of shares to avoid circumventing the intent of the Fundamental Transaction definition[54] - The term "Options" refers to rights or warrants to purchase shares of Common Stock or Convertible Securities[55] - The Company is represented by its Chief Executive Officer, Joshua Disbrow, in official documents[65]

Financial Performance - For the three months ended February 28, 2026, the gross profit margin increased to 7.30% from 6.87% in the same period of 2025[122]. - Operating income rose to 2.85% of revenue, up from 2.10% year-over-year[122]. - Net income for the quarter was 1.90%, compared to 1.15% in the prior year[122]. - Consolidated revenue increased by $2.6 billion to $17.16 billion, representing an 18.1% growth compared to the previous year[133]. - Revenue in constant currency rose by $1.9 billion to $16.45 billion, reflecting a 13.2% increase year-over-year[133]. - Americas distribution revenue grew by $702.9 million to $7.77 billion, a 9.9% increase, driven by Advanced and Endpoint Solutions[134]. - Europe distribution revenue surged by $1.3 billion to $6.24 billion, a 25.8% increase, supported by favorable currency impacts[135]. - APJ distribution revenue increased by $229.2 million to $999.6 million, a 29.8% rise, attributed to growth in Endpoint and Advanced Solutions[136]. - Hyve Solutions revenue rose by $418.4 million to $2.15 billion, a 24.2% increase, driven by manufacturing and assembly sales[137]. - Gross profit increased by $254.1 million to $1.25 billion, a 25.5% growth, with a gross margin of 7.30%[138]. - Operating income rose by $184.9 million to $489.4 million, a 60.7% increase, with an operating margin of 2.85%[146]. - Non-GAAP operating income increased by $190.8 million to $589.6 million, a 47.8% growth, with a non-GAAP operating margin of 3.44%[146]. - Revenue for the three months ended February 28, 2026, was $2,150,996, representing a 24.2% increase from $1,732,557 in the same period of 2025[155]. - Operating income increased by 65.6% to $155,474 compared to $93,857 in the prior year, driven by strong growth in manufacturing and assembly sales[156]. - Non-GAAP operating income rose by 66.0% to $158,926 from $95,756, with operating margin improving to 7.23% from 5.42%[155][157]. Expenses and Financial Obligations - SG&A expenses increased by $69.2 million to $762.8 million, a 10.0% rise, but as a percentage of gross profit decreased to 60.9%[142]. - Interest expense and finance charges decreased slightly by 1.5% to $86,534, with a percentage of revenue at 0.50% compared to 0.60% in the previous year[158][159]. - Provision for income taxes increased by 101.7% to $95,493, reflecting higher income and a slightly higher effective tax rate of 22.61%[163][164]. - Total outstanding borrowings amounted to approximately $4.7 billion as of February 28, 2026, compared to $4.6 billion as of November 30, 2025[182]. - The weighted average interest rate on outstanding borrowings was 5.98% as of February 28, 2026, compared to 5.72% as of November 30, 2025[182]. - Obligations under Supplier Finance Programs were $3.4 billion as of February 28, 2026, down from $3.7 billion as of November 30, 2025[184]. Cash Flow and Liquidity - Net cash used in operating activities rose to $895.9 million from $748.0 million, mainly due to increased inventory and accounts receivable[172]. - Cash and cash equivalents decreased to $1.6 billion from $2.4 billion as of November 30, 2025, indicating a reduction in liquidity[176]. - The company had $2.0 billion of trade accounts receivable sold to financial institutions under purchase agreements as of February 28, 2026, up from $1.8 billion as of November 30, 2025[183]. - Discount fees for accounts receivable purchase programs totaled $20.8 million for the three months ended February 28, 2026, compared to $12.0 million for the same period in 2025[183]. Shareholder Actions - The company repurchased 512 thousand shares of common stock for $79.7 million in the three months ended February 28, 2026, compared to 707 thousand shares for $100.5 million in the same period of 2025[185]. - As of February 28, 2026, the company had $1.1 billion available for future share repurchases[185]. Strategic Initiatives - The company aims to expand its portfolio in both mature and developing markets through a targeted go-to-market strategy[119]. - The company actively seeks strategic acquisitions to enhance capabilities and expand geographic footprint[121]. - The company plans to expand operations through investments or acquisitions, which will be funded by existing cash, borrowings, or securities issuance[171]. Market Conditions - Economic conditions such as inflation and elevated interest rates may impact demand for IT products and overall business activity[120]. Accounting and Compliance - Non-GAAP operating income excludes costs related to acquisitions, integration, and restructuring, providing a clearer view of operational performance[125]. - The company was in compliance with all material financial covenants as of February 28, 2026[186]. - There were no material changes to critical accounting policies during the three months ended February 28, 2026[187]. - No material changes in market risks have occurred since November 30, 2025[189].

Financial Performance - For the three months ended February 28, 2026, net sales increased by $6.4 million to $78.4 million, compared to $72.0 million in the same period of the prior year [111]. - For the nine months ended February 28, 2026, net sales increased by $21.2 million to $233.6 million, compared to $212.3 million in the same period of the prior year [111]. - The company reported a net loss of $8.1 million for Q3 FY2026, compared to a net loss of $4.4 million in Q3 FY2025 [111]. - The company recorded a net loss of $25.3 million for the nine months ended February 28, 2026 [132]. Revenue Growth - Med Tech revenue grew by 19.0% in Q3 FY2026, driven by increased sales of Auryon and the thrombus management platform [110]. - Med Tech segment net sales increased by $5.9 million and $17.3 million for Q3 and nine months ended February 28, 2026, respectively [115]. - Increased sales of Auryon contributed $2.5 million and $7.8 million to revenue for Q3 and nine months ended February 28, 2026, respectively [116]. Margins and Expenses - Gross margin decreased by 110 basis points to 52.9% for Q3 FY2026, with Med Tech gross margin remaining consistent at 62.5% and Med Device gross margin decreasing to 44.2% [113]. - The Med Device segment gross margin decreased by $1.1 million for the three months ended February 28, 2026, but increased by $1.5 million for the nine months ended February 28, 2026 compared to the prior year [119]. - Research and development expenses increased by $0.2 million and $1.6 million for the three and nine months ended February 28, 2026, respectively [121]. - Selling and marketing expenses rose by $1.9 million and $5.6 million for the three and nine months ended February 28, 2026, respectively [122]. - General and administrative expenses increased by $0.2 million and $1.6 million for the three and nine months ended February 28, 2026, respectively [123]. Cash and Financing - Cash and cash equivalents totaled $37.8 million as of February 28, 2026, down from $55.9 million as of May 31, 2025 [129]. - Cash used in operating activities was $14.4 million for the nine months ended February 28, 2026, compared to $28.9 million for the same period in 2025 [132]. - $6.3 million of proceeds from financing arrangements in Q3 of fiscal year 2025 [135]. - $1.0 million of proceeds from stock option and ESPP activity for both periods [135]. - $1.7 million of cash used for the repurchase of common shares in fiscal year 2025 [135]. - The Company had no outstanding debt as of February 28, 2026 [138]. - The Credit Agreement provides for a $25.0 million secured revolving credit facility [139]. Market and Operational Challenges - The current macroeconomic environment, including inflation and supply chain challenges, continues to impact the company's operations [109]. - The backlog at February 28, 2026, was $0.3 million, primarily impacting sales of Core products [114]. Tax and Risk Management - The effective tax rate including discrete items for the three months ended February 28, 2026 was (0.1)% [128]. - No single customer represents more than 10% of total sales, limiting concentration of credit risk [141]. - The Company does not foresee significant credit risk associated with outstanding accounts receivable [141]. - Approximately 4.1% of sales were denominated in foreign currencies for the nine months ended February 28, 2026 [137]. Other Income - Other income, net decreased by $0.7 million and $1.8 million for the three and nine months ended February 28, 2026, respectively [127]. - The company achieved a manufacturing transfer milestone related to divested products, recording associated revenue of $5.0 million in the third quarter of fiscal year 2026 [127].

Financial Performance - Total revenues for the year ended December 31, 2025, were approximately $8.7 million, a 505.5% increase from $1.4 million in 2024[469] - Cost of revenues for 2025 was approximately $6.1 million, reflecting a 626.2% increase from $0.8 million in 2024[472] - Gross profit for 2025 was approximately $2.6 million, a 333.4% increase from $0.6 million in 2024, with a gross margin of 29.5%[475][476] - Selling expenses increased to approximately $1.5 million in 2025, a 243.0% increase from $0.4 million in 2024[477] - General and administrative expenses rose to approximately $2.6 million in 2025, a 39.4% increase from $1.9 million in 2024[479][480] - The company recognized an impairment loss on goodwill of $54,765,074 in 2025, with no impairment recorded in 2024 or 2023[482] - Other expenses, net for 2025 were approximately $(0.8) million, a 129.8% increase from $(0.3) million in 2024[483] - Net loss from continuing operations for 2025 was approximately $57.2 million, a 2,623.3% increase from $2.1 million in 2024[486] - The company reported a net loss of approximately $57.2 million for 2025, a 2,623.3% increase from the net loss of $2.1 million in 2024[489] Cash Flow and Working Capital - Cash and cash equivalents as of December 31, 2025, amounted to approximately $5.1 million, compared to $4.7 million as of December 31, 2024[491] - As of December 31, 2025, the company's working capital was approximately $4.73 million, indicating sufficient funds to meet working capital requirements and debt obligations over the next twelve months[492] - For the year ended December 31, 2025, net cash provided by operating activities from continuing operations was approximately $(0.5) million, primarily due to a net loss of approximately $57.2 million[495] - The company experienced a net cash change of approximately $419,592 for the year ended December 31, 2025, compared to a net cash change of approximately $4.6 million in 2024[494] Investment and Financing Activities - The company reported net cash used in investing activities of approximately $4.3 million for the year ended December 31, 2024, mainly due to a cash deposit in an escrow account of approximately $5.1 million[500] - Net cash provided by financing activities from continuing operations was approximately $0.6 million for the year ended December 31, 2025, attributed to additional short-term bank loans[502] - The net cash provided by financing activities from continuing operations was approximately $52.6 million for the year ended December 31, 2023, primarily from the issuance of ordinary shares and convertible bonds[503] Research and Development - Research and development expenses for the year ended December 31, 2025, were approximately $0.1 million, reflecting the company's investment in digital advertising and marketing campaign services[511] Intellectual Property - The company had rights to 1 patent, 43 software copyrights, and 1 registered trademark as of December 31, 2025, highlighting its focus on protecting intellectual property[515] Lease Obligations - Future lease payments under operating leases as of December 31, 2025, totaled approximately $373,000, with a weighted average remaining lease term of 1.50 years[505] Trends and Uncertainties - The company has no significant trends or uncertainties that are likely to materially affect its net sales or revenues, income from continuing operations, or profitability[517]

Financial Results - Tesla, Inc. published its press release on April 2, 2026, detailing its financial results for the period[4] Company Information - The company is listed on The Nasdaq Global Select Market under the trading symbol TSLA[2] - Tesla is classified as an emerging growth company, indicating it may have certain reporting exemptions[3]

Revenue and Sales - RUCONEST® sales accounted for approximately 85% of total revenues in 2025, with expectations for continued dominance in future revenues [38]. - Joenja® has been commercialized in the U.S., U.K., Japan, Australia, and Israel, but its market acceptance remains critical for future success [32]. - Future revenue estimates are subject to uncertainties, including market acceptance and regulatory developments [25]. - The company anticipates that 77% of its revenues in 2025 will come from two U.S. specialty pharmacies [46]. - Two U.S. customers accounted for $290.9 million, or 77%, of revenues for the year ended December 31, 2025, and $227.7 million, or 77%, for the year ended December 31, 2024 [97]. Competition and Market Dynamics - The company faces intense competition in the Hereditary Angioedema (HAE) market, with several approved products and new therapies in development [36]. - The potential for new prophylactic therapies in 2025 may reduce the demand for acute rescue medications like RUCONEST® [35]. - The development and commercialization of pharmaceuticals involve significant risks, including competition and regulatory challenges [33]. Regulatory and Compliance Issues - Regulatory approval for Joenja® in additional jurisdictions is a key focus, with plans for commercialization in those markets [19]. - The successful commercialization of products depends on adequate coverage and reimbursement from governmental authorities and health insurers [51]. - Regulatory changes, such as the introduction of Most-Favored-Nation pricing models, may lead to lower reimbursement rates for products [56]. - The company must comply with various federal and state healthcare laws, including anti-kickback statutes and false claims laws, which complicate business operations [145]. - The company faces significant penalties for non-compliance with healthcare laws, including civil and criminal penalties, which could adversely affect operations and financial results [143]. Manufacturing and Supply Chain Risks - The company relies heavily on third-party manufacturers for production, and any disruption could adversely affect sales and clinical trials [34]. - The company relies on a limited number of suppliers for essential materials, which exposes it to risks such as supply disruptions and price increases [90]. - The company has entered into manufacturing and supply agreements for Joenja® and RUCONEST® with third parties, and any interruption in supply could materially affect sales [96]. Intellectual Property and Patent Risks - The company currently holds over a hundred patent applications granted and pending in jurisdictions including the U.S., Europe, and Japan, which are crucial for protecting proprietary technology [108]. - There is uncertainty regarding the validity and enforceability of patents, which may affect the commercialization of current and future product candidates [109][112]. - The company may face litigation concerning intellectual property rights, which could result in significant liabilities and distract from business operations [111][115]. - If the company fails to obtain or maintain patent protection, it may face increased competition from generic versions of its products [114]. Financial and Economic Risks - The company is subject to significant tax risks, including potential financial loss and penalties due to changes in tax laws and practices [106][107]. - Adverse capital and credit market conditions could affect liquidity needs and the ability to finance operations [170]. - The company faces risks from general economic conditions, including inflation and supply disruptions, which could weaken demand for products [165]. Corporate Governance and Shareholder Issues - The company is subject to the Dutch Corporate Governance Code (DCGC) but does not comply with all best practice provisions, which may affect shareholder rights [195]. - Shareholders approved a proposal to exclude preemptive rights for up to 10% of issued share capital for general corporate purposes and for financing of mergers, acquisitions, and strategic alliances, each for a period of eighteen months [194]. - The company has never declared or paid dividends on its ordinary shares since listing on Euronext Amsterdam and does not anticipate paying dividends in the foreseeable future [196]. Strategic Focus and Development - Pharming Group is a global biotechnology company focused on developing therapies for rare and ultra-rare diseases with significant unmet needs [213]. - The company leverages proven clinical development and commercial infrastructure to expand its portfolio and increase access for patient communities [215]. - The company emphasizes patient insights and scientific community feedback in shaping its strategy and clinical study designs [214].

Financial Performance - Revenues for the second quarter of fiscal 2026 were $611.0 million, a 7.1% increase from the prior year, driven by a 6.8% increase in organic revenues [170]. - Net income for the second quarter was $133.1 million, an 8.1% decrease from the prior year, with diluted earnings per share (EPS) at $3.59, down 4.5% [175]. - Revenues for the six months ended February 28, 2026, increased by 7.0% to $1,206.2 million, driven by a 6.4% increase in organic revenues [191]. - Net income for the three months ended February 28, 2026, was $133,056, a decrease of 8.1% compared to the prior year [232]. - The company reported a net income of $285.6 million for the six months ended February 28, 2026, compared to $294.9 million in 2025 [274][275]. Client Metrics - Client count increased by 5.3% to 9,101, while user count rose by 10.1% to 241,352, driven mainly by corporate and wealth management clients [185]. - Annual ASV retention was over 95% as of February 28, 2026, with client retention at 91% [186]. Revenue Segmentation - Organic Annual Subscription Value (Organic ASV) totaled $2,449.1 million, reflecting a 6.7% increase over the prior year, with significant growth in the Americas [171]. - ASV from the Americas represented 66% of total ASV at $1,605.9 million, a 7.0% increase from the prior year [181]. - ASV from EMEA was $595.2 million, a 4.3% increase, while Asia Pacific ASV reached $249.1 million, a 10.0% increase [182][183]. - Americas segment revenues grew by 8.0% to $795.9 million for the six months ended February 28, 2026, primarily from workstations and data solutions [192]. - EMEA segment revenues increased by 4.0% to $298.6 million, with organic revenue growth of 4.0% and a 1.0% increase from foreign currency exchange [194]. - Asia Pacific segment revenues rose by 7.7% to $124.1 million, driven by a 9.0% increase in organic revenues [198]. Operating Expenses and Margins - Operating margin decreased to 30.3% from 32.5% in the prior year, primarily due to higher employee compensation costs [172]. - Total operating expenses for the six months ended February 28, 2026, were $841.6 million, a 10.4% increase compared to the prior year [203]. - Operating income for the six months ended February 28, 2026, increased by 0.1% to $377.0 million, with an operating margin of 30.9% [214]. - Employee compensation costs increased by 160 basis points, primarily due to higher variable compensation and annual base salaries [216]. - Cost of services as a percentage of revenues was 48.0% for the six months ended February 28, 2026, an increase of 160 basis points year-over-year [207]. - SG&A expenses as a percentage of revenues were 21.1% for the six months ended February 28, 2026, an increase of 50 basis points compared to the previous year [211]. Shareholder Returns - The company returned $204.0 million to stockholders through share repurchases and dividends during the three months ended February 28, 2026 [176]. - The company returned $385.3 million to stockholders in the form of share repurchases and dividends during the six months ended February 28, 2026 [260]. - Dividends paid during the six months ended February 28, 2026, totaled $82.4 million, compared to $78.8 million for the same period last year [264]. Cash Flow and Capital Expenditures - For the six months ended February 28, 2026, net cash provided by operating activities was $333.0 million, an increase of $72.6 million compared to $260.3 million in the same period of 2025 [274][275]. - The net cash used in investing activities for the six months ended February 28, 2026, was $21.9 million, significantly lower than $338.1 million in 2025, primarily due to reduced acquisition-related expenditures [276][277]. - Net cash used in financing activities for the six months ended February 28, 2026, was $386.7 million, compared to $45.5 million in 2025, mainly driven by $302.9 million in share repurchases [278][279]. - Free cash flow for the six months ended February 28, 2026, was $276.1 million, an increase of $65.4 million from $210.7 million in 2025 [281]. - Capital expenditures increased by 14.6% to $56.8 million for the six months ended February 28, 2026, compared to $49.6 million for the same period a year ago [265]. Acquisitions - The acquisition of LiquidityBook was completed for a purchase price of $243.2 million, net of cash acquired, on February 7, 2025 [267]. - The acquisition of Irwin was completed for a purchase price of $120.2 million, net of cash acquired, on November 5, 2024 [269]. Debt and Financing - As of February 28, 2026, outstanding debt under the 2025 Term Facility was $375.0 million, with no borrowings under the 2025 Revolving Facility [249]. - The company has a total of $1.0 billion available under the 2025 Revolving Facility, which matures on April 8, 2030 [247]. - The company has total purchase obligations with suppliers and vendors of approximately $352 million as of August 31, 2025 [271]. Taxation - The provision for income taxes increased by 14.7% for the six months ended February 28, 2026, totaling $65,588 [226]. - The effective tax rate for the six months ended February 28, 2026, was 18.7%, up from 16.2% in the prior year [229]. Other Financial Metrics - Adjusted operating income for the six months ended February 28, 2026, was $434,163, an increase of 1.8% compared to the prior year [238]. - EBITDA for the six months ended February 28, 2026, was $465,509, a 2.4% increase compared to the prior year [238]. - Adjusted diluted EPS for the six months ended February 28, 2026, was $4.46, representing a 4.2% increase from $4.28 in the same period last year [5]. - Cash and cash equivalents as of February 28, 2026, were $268.3 million, down from $337.7 million as of August 31, 2025 [242]. - The company had no off-balance sheet financing other than letters of credit as of February 28, 2026 [282]. - The company maintained foreign currency forward contracts to hedge a portion of its projected operating expenses, with maturity periods ranging from Q3 fiscal 2026 to Q2 fiscal 2027 [284]. - Non-cash charges for the six months ended February 28, 2026, were $154.2 million, primarily due to depreciation and amortization [274]. - The change in working capital for the six months ended February 28, 2026, was influenced by client collections timing and annual variable compensation payments [274].

Financial Performance - Net sales for the thirteen weeks ended February 22, 2026, were $2,787.8 million, a decrease of 1.9% compared to $2,841.0 million for the same period in 2025[8]. - Gross profit for the thirty-nine weeks ended February 22, 2026, was $1,994.3 million, down 13.2% from $2,296.3 million in the prior year[8]. - Operating profit for the thirteen weeks ended February 22, 2026, increased to $280.1 million, up 17.0% from $239.4 million in the same period last year[8]. - Net income attributable to Conagra Brands, Inc. for the thirteen weeks ended February 22, 2026, was $199.8 million, compared to $145.1 million for the same period in 2025, representing a 37.7% increase[8]. - Earnings per share (diluted) for the thirteen weeks ended February 22, 2026, was $0.42, an increase from $0.30 in the prior year[8]. - Net income for the thirty-nine weeks ended February 22, 2026, was a loss of $299.3 million, compared to a net income of $896.5 million for the same period in the previous year[16]. - The company reported a loss before income taxes of $136.6 million for the thirty-nine weeks ended February 22, 2026, primarily due to goodwill impairment charges of $771.3 million[119]. - Diluted earnings per share increased to $0.42 in Q3 fiscal 2026 from $0.30 in Q3 fiscal 2025, reflecting higher net income[132]. Assets and Liabilities - Total current assets decreased to $2,890.8 million as of February 22, 2026, from $3,071.0 million as of May 25, 2025[13]. - Total liabilities decreased to $11,048.2 million as of February 22, 2026, from $12,001.2 million as of May 25, 2025[13]. - Cash and cash equivalents were $55.1 million as of February 22, 2026, down from $68.0 million as of May 25, 2025[13]. - The carrying amount of goodwill decreased to $9,730.7 million as of February 22, 2026, primarily due to an impairment of $771.3 million in the Refrigerated & Frozen segment[52]. - Total liabilities as of February 22, 2026, were $82.2 million, with derivative liabilities at $4.4 million and deferred compensation liabilities at $77.8 million[106]. - The carrying amount of long-term debt was $7.23 billion as of February 22, 2026, with a fair value estimated at $7.16 billion[112][113]. Cash Flow - Cash flows from operating activities totaled $895.6 million, a decrease from $1,346.2 million in the prior year[16]. - The company reported a net cash flow from investing activities of $371.1 million, compared to a net outflow of $457.2 million in the previous year[16]. - Cash generated from operating activities totaled $895.6 million in the first three quarters of fiscal 2026, down from $1.35 billion in 2025, primarily due to lower operating profits[181]. - Cash generated from investing activities was $371.1 million in the first three quarters of fiscal 2026, compared to cash used of $457.2 million in the same period of fiscal 2025[182]. Impairment Charges - The company reported a goodwill impairment charge of $771.3 million for the thirty-nine weeks ended February 22, 2026[8]. - The company recognized non-cash goodwill impairment charges of $771.3 million in the Refrigerated & Frozen reporting unit, primarily due to a 150-basis point increase in the discount rate and lower projected sales and profit margins[56]. - Impairment charges of $180.0 million were recognized for the Birds Eye® brand name and $17.0 million for spreads businesses, driven by increased discount rates and lower than expected profit margins[57]. Restructuring and Costs - Conagra has approved a restructuring plan with expected costs of $357.6 million, including $113.4 million in cash charges and $244.2 million in non-cash charges, to improve SG&A expense effectiveness and optimize the supply chain by the end of fiscal 2026[37]. - In the first three quarters of fiscal 2026, Conagra recognized $10.7 million in charges related to the restructuring plan, compared to $90.7 million in the same period of fiscal 2025[37]. - The company anticipates approximately $34 million in restructuring charges related to supply chain optimization initiatives for frozen fried chicken products, with $12 million expected to be cash charges[40]. Stockholders' Equity - Stockholders' equity at February 22, 2026, totaled $8,164.1 million, a decrease from $8,915.8 million at August 24, 2025[98]. - The balance of retained earnings decreased to $5,955.6 million as of February 22, 2026, from $6,755.9 million at August 24, 2025[98]. - Dividends declared on common stock were $0.35 per share, totaling $167.7 million for the period ending February 22, 2026[98]. Segment Performance - Net sales for the thirteen weeks ended February 22, 2026, totaled $2,787.8 million, with Grocery & Snacks contributing $1,167.1 million and Refrigerated & Frozen contributing $1,133.2 million[118]. - Segment operating profit for the same period was $379.2 million, with Grocery & Snacks at $216.7 million and Refrigerated & Frozen at $104.8 million[118]. - Segment SG&A expenses for the thirteen weeks ended February 22, 2026, totaled $280.3 million, with the highest expenses in Grocery & Snacks at $113.0 million[118]. - The Grocery & Snacks segment saw a 6.3% decline in net sales to $1.17 billion, while the Refrigerated & Frozen segment increased by 1.6% to $1.13 billion[146]. Tax and Litigation - The effective tax rate for the third quarter of fiscal 2026 was 13.0%, down from 23.3% in the same quarter of fiscal 2025[76]. - The Company has settled litigation matters for a total of $141.1 million in fiscal 2026 and $25 million in fiscal 2025, with an additional $44.3 million expected to be paid in fiscal 2026 and Q1 fiscal 2027[82]. - As of February 22, 2026, the accrual for all litigation matters was $47.8 million[87]. Future Outlook - The company anticipates ongoing challenges related to supply chain disruptions and inflation impacting future performance[127]. - Conagra Brands anticipates continued volatility in costs of goods sold due to inflation and trade policy changes in fiscal 2026[134].

Financial Performance - Net income for the three months ended February 28, 2026, was $1,116 million, a decrease of 40% compared to $1,854 million for the same period in 2025[16]. - Basic earnings per share for the quarter ended February 28, 2026, was $0.13, down from $0.21 for the quarter ended March 1, 2025[51]. - Total sales revenue for the three months ended February 28, 2026 decreased by $1,822 or 2.2% compared to the prior year, primarily due to winter weather disruptions[80]. - Consolidated net sales of furniture and accessories for the quarter ended February 28, 2026, were $80,340 million, compared to $82,162 million for the quarter ended March 1, 2025[60]. - Retail sales from Company-owned stores decreased by $749 or 1.4%, while sales to external wholesale customers decreased by $1,073 or 3.7%[80]. - Wholesale net sales for the three months ended February 28, 2026 increased by $34 or 0.1%, with a 0.6% increase in shipments to the retail store network[92]. - Gross margins for the three months ended February 28, 2026 decreased by 80 basis points, attributed to lower margins in both wholesale and retail businesses[81]. - Gross margin for the same period declined by 170 basis points, attributed to lower margins on in-line goods due to delayed price increases related to tariff costs[95]. - SG&A expenses as a percentage of sales increased by 70 basis points from the previous year, reflecting reduced leverage of fixed costs due to lower sales levels[81]. Assets and Liabilities - Total assets decreased to $316,154 million as of February 28, 2026, down from $323,819 million on November 29, 2025, representing a decline of approximately 2.05%[14]. - Total current liabilities decreased to $71,823 million as of February 28, 2026, down from $76,984 million, a reduction of about 6.7%[14]. - Cash and cash equivalents decreased to $32,989 million from $41,277 million, reflecting a decline of approximately 20%[16]. - Accounts receivable increased to $15,125 million gross, with a net of $14,662 million after accounting for an allowance for credit losses of $463 million[30]. - Total inventories as of February 28, 2026, were $65,666 million, an increase from $61,790 million as of November 29, 2025[33]. - The company had a line of credit of up to $25,000 million, with $5,866 million outstanding under standby letters of credit as of February 28, 2026[38]. - The liability for the Supplemental Retirement Income Plan was $5,617 million as of February 28, 2026, compared to $5,611 million on November 29, 2025[39]. - Total post-employment benefit obligations increased to $11,629 million as of February 28, 2026, from $11,379 million on November 29, 2025[45]. - The company maintained a Consolidated Minimum Tangible Net Worth of at least $120,000 million, in compliance with its credit facility requirements[38]. Cash Flow and Operating Activities - Net cash used in operating activities was $5,468 million for the three months ended February 28, 2026, compared to a net cash used of $52 million in the same period of 2025[16]. - The overall cash position declined by $8,288 during the first three months of 2026, with cash and cash equivalents totaling $50,952 as of February 28, 2026[107]. - Interest income for the three months ended February 28, 2026, was $553 million, a decrease of $6 million from the prior year[102]. - Other loss, net, for the same period was $192 million, a decline of $267 million from the prior year, primarily due to lower costs associated with company-owned life insurance[103]. Tax and Expenses - The effective tax rate for the three months ended February 28, 2026, was 26.5%, compared to 27.4% for the same period in 2025[24]. - The effective tax rate for the quarter was 26.5%, compared to 27.4% in the prior year, influenced by state income taxes and permanent differences[105]. - The company recognized an expense of $12 million under deferred compensation arrangements during the three months ended February 28, 2026[46]. - New store pre-opening costs incurred during the quarter amounted to $95 million, with total start-up losses expected to range from $400 million to $600 million per store[96][98]. E-commerce and Sales Trends - E-commerce revenue saw a 25% increase in web sales for fiscal 2025, with written sales orders for the web increasing by 28% for the quarter and delivered sales increasing by 46%[76]. - Approximately 60% of wholesale sales arise from the network of 86 Company-owned and licensee-owned Bassett Home Furnishings stores[73]. - Over 75% of wholesale revenues are derived from products manufactured in the United States, utilizing a mix of domestic and globally sourced components[78]. - Wholesale backlog at February 28, 2026 was $16,745, down from $19,519 at November 29, 2025 and $19,515 at March 1, 2025[93]. Legal and Compliance - The company is involved in various legal and environmental matters, but these are not expected to have a material adverse effect on financial position or future results[114].