UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-39717 LIXTE BIOTECHNOLOGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of (I.R.S. Employer incorporation or organization) ...

Exhibit 99.1 CION INVESTMENT CORPORATION REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS Declares Third Quarter 2025 Base Distribution of $0.36 per Share For Immediate Release NEW YORK, NY, August 7, 2025 — CION Investment Corporation (NYSE: CION) ("CION" or the "Company") today reported financial results for the second quarter ended June 30, 2025 and filed its Form 10-Q with the U.S. Securities and Exchange Commission. CION also announced that, on August 4, 2025, its co-chief executive officers declared a th ...

[Performance Overview & Outlook](index=1&type=section&id=Performance%20Overview%20%26%20Outlook) This section provides an executive summary of the company's recent financial performance and strategic direction [Management Commentary & Strategy](index=1&type=section&id=Management%20Commentary%20%26%20Strategy) Management highlighted strong Q1 FY26 results with double-digit revenue growth, particularly a 19% increase in Distribution revenue driven by rentals, and the Essco Calibration acquisition strengthens their New England market presence - The company delivered solid performance in Q1 FY26, highlighted by **double-digit service revenue growth** and a **19% increase in distribution revenue**, driven by strong rentals performance[4](index=4&type=chunk) - Acquisitions remain a cornerstone of the growth strategy, exemplified by the recent acquisition of Essco Calibration, the largest in Transcat's history, aiming to create a dominant presence in the New England market[4](index=4&type=chunk) - The company is confident in a return to **high single-digit Service organic revenue growth** in the second half of Fiscal 2026, assuming no further economic uncertainty[4](index=4&type=chunk) [Q1 FY2026 Key Highlights](index=1&type=section&id=Q1%20FY2026%20Key%20Highlights) Transcat reported a 15% increase in Adjusted EBITDA to $11.8 million for Q1 FY26, with Service revenue growing 12% to $49.1 million and Distribution revenue up 19% to $27.3 million, achieving record gross margins of 35.2% Q1 FY26 Performance Highlights | Metric | Value | Growth vs. Q1 FY25 | | :--- | :--- | :--- | | **Adjusted EBITDA** | $11.8 Million | +15% | | **Service Revenue** | $49.1 Million | +12% | | **Distribution Revenue** | $27.3 Million | +19% | | **Distribution Gross Margin** | 35.2% | +130 bps | - Completed the acquisition of Essco Calibration Laboratory, which contributes **$22 million in annual, margin-accretive revenue**[5](index=5&type=chunk) [Financial Performance](index=2&type=section&id=Financial%20Performance) This section details the company's consolidated and segment-specific financial results for the reporting period [Consolidated Financial Results](index=2&type=section&id=Consolidated%20Financial%20Results) In Q1 FY26, consolidated revenue increased by 14.6% year-over-year to $76.4 million, while net income declined 26.0% to $3.3 million, primarily due to a 16.7% rise in operating expenses, despite a 15.2% growth in Adjusted EBITDA Q1 FY26 Consolidated Financials (YoY) | Metric | Q1 FY26 | Q1 FY25 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $76.4M | $66.7M | +14.6% | | **Gross Profit** | $25.8M | $22.7M | +14.0% | | **Operating Income** | $5.3M | $5.1M | +4.7% | | **Net Income** | $3.3M | $4.4M | -26.0% | | **Diluted EPS** | $0.35 | $0.48 | -27.1% | | **Adjusted EBITDA** | $11.8M | $10.2M | +15.2% | | **Adjusted Diluted EPS** | $0.59 | $0.68 | -13.2% | - Operating expenses increased by **$2.9 million, or 16.7%**, driven by incremental expenses from acquired businesses, increased intangibles amortization, and higher sales-based incentives[8](index=8&type=chunk) [Service Segment Performance](index=3&type=section&id=Service%20Segment%20Performance) The Service segment's revenue grew 12.3% year-over-year to $49.1 million in Q1 FY26, including $6.4 million from acquisitions, but gross margin contracted by 100 basis points to 33.0%, leading to a 37.2% decrease in operating income Q1 FY26 Service Segment Financials (YoY) | Metric | Q1 FY26 | Q1 FY25 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $49.1M | $43.8M | +12.3% | | **Gross Profit** | $16.2M | $14.9M | +8.9% | | **Gross Margin** | 33.0% | 34.0% | -100 bps | | **Operating Income** | $2.6M | $4.1M | -37.2% | | **Adjusted EBITDA** | $6.9M | $7.0M | -0.5% | - The **12.3% revenue growth** included **$6.4 million of incremental revenue from acquisitions**[12](index=12&type=chunk) [Distribution Segment Performance](index=3&type=section&id=Distribution%20Segment%20Performance) The Distribution segment delivered a strong performance in Q1 FY26, with revenue increasing 19.0% year-over-year to $27.3 million, driven by growth in rentals and products, leading to a 130 basis point expansion in gross margin to a record 35.2% Q1 FY26 Distribution Segment Financials (YoY) | Metric | Q1 FY26 | Q1 FY25 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $27.3M | $22.9M | +19.0% | | **Gross Profit** | $9.6M | $7.8M | +23.7% | | **Gross Margin** | 35.2% | 33.9% | +130 bps | | **Operating Income** | $2.8M | $1.0M | +174.6% | | **Adjusted EBITDA** | $4.8M | $3.2M | +49.0% | - The strong revenue growth was driven by increased demand for rentals and products, with **higher-margin rentals contributing to the gross margin expansion**[15](index=15&type=chunk) [Financial Position and Cash Flow](index=4&type=section&id=Financial%20Position%20and%20Cash%20Flow) This section provides an overview of the company's balance sheet, liquidity, and cash flow activities [Balance Sheet and Liquidity](index=4&type=section&id=Balance%20Sheet%20and%20Liquidity) As of June 28, 2025, Transcat maintained a strong balance sheet with a leverage ratio of 0.82x and $46.8 million available for borrowing, subsequently securing a new $150 million syndicated credit facility to support the Essco acquisition and future growth Key Balance Sheet & Liquidity Metrics | Metric | June 28, 2025 | March 29, 2025 | | :--- | :--- | :--- | | **Cash and Cash Equivalents** | $1.9 million | $1.5 million | | **Total Debt** | $34.4 million | $32.7 million | | **Leverage Ratio** | 0.82x | 0.78x | - On July 29, 2025, the company replaced its $80 million credit facility with a new **5-Year $150 million syndicated secured credit facility**, nearly doubling its access to available capital[16](index=16&type=chunk)[17](index=17&type=chunk) [Cash Flow Overview](index=9&type=section&id=Cash%20Flow%20Overview) For the first three months of FY26, net cash provided by operating activities was $3.6 million, a decrease from $8.9 million in the prior year, with net cash used in investing activities at $4.6 million and net cash from financing activities at $1.9 million Q1 FY26 Cash Flow Summary (in thousands) | Cash Flow Activity | Q1 FY26 | Q1 FY25 | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $3,623 | $8,924 | | **Net Cash Used in Investing Activities** | ($4,598) | ($4,094) | | **Net Cash from Financing Activities** | $1,946 | ($1,935) | | **Net Increase in Cash** | $344 | $3,011 | [Non-GAAP Financial Measures](index=5&type=section&id=Non-GAAP%20Financial%20Measures) This section explains the company's use of non-GAAP financial measures and their reconciliation to GAAP equivalents [Definition and Rationale](index=5&type=section&id=Definition%20and%20Rationale) Transcat utilizes non-GAAP measures such as Adjusted EBITDA and Adjusted Diluted Earnings Per Share to provide investors with a clearer view of its core operating performance by excluding items like interest, taxes, depreciation, amortization, stock-based compensation, and acquisition-related expenses - The company presents Adjusted EBITDA to allow for evaluation of core operations by removing the impact of capital structure, asset base, taxes, and stock-based compensation[20](index=20&type=chunk) - Adjusted Diluted EPS is used to provide a basis for comparison between periods by excluding items not indicative of core operating performance, such as acquisition-related amortization and transaction expenses[21](index=21&type=chunk) [Appendix: Detailed Financial Statements](index=7&type=section&id=Appendix%3A%20Detailed%20Financial%20Statements) This appendix provides comprehensive financial statements and reconciliations for the reported period [Consolidated Statements of Income](index=7&type=section&id=Consolidated%20Statements%20of%20Income) The detailed income statement shows total revenue of $76.4 million and net income of $3.3 million for the quarter ended June 28, 2025, compared to $66.7 million and $4.4 million, respectively, for the prior-year period Consolidated Statements of Income (Unaudited, in thousands) | | First Quarter Ended June 28, 2025 | First Quarter Ended June 29, 2024 | | :--- | :--- | :--- | | **Total Revenue** | $76,424 | $66,707 | | **Gross Profit** | $25,821 | $22,655 | | **Operating Income** | $5,338 | $5,099 | | **Net Income** | $3,261 | $4,408 | | **Diluted Earnings Per Share** | $0.35 | $0.48 | [Consolidated Balance Sheets](index=8&type=section&id=Consolidated%20Balance%20Sheets) The balance sheet as of June 28, 2025, shows total assets of $392.5 million and total shareholders' equity of $292.5 million Consolidated Balance Sheets (Unaudited, in thousands) | | June 28, 2025 | March 29, 2025 | | :--- | :--- | :--- | | **Total Current Assets** | $79,654 | $78,009 | | **Total Assets** | $392,536 | $385,242 | | **Total Current Liabilities** | $27,280 | $34,037 | | **Total Liabilities** | $100,000 | $98,362 | | **Total Shareholders' Equity** | $292,536 | $286,880 | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) The cash flow statement for the three months ended June 28, 2025, details a net cash inflow from operations of $3.6 million, an outflow from investing of $4.6 million, and an inflow from financing of $1.9 million Consolidated Statements of Cash Flows (Unaudited, in thousands) | | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | $3,623 | $8,924 | | **Net Cash Used in Investing Activities** | ($4,598) | ($4,094) | | **Net Cash Provided by/(Used in) Financing Activities** | $1,946 | ($1,935) | | **Net Increase in Cash and Cash Equivalents** | $344 | $3,011 | [Adjusted EBITDA Reconciliation](index=10&type=section&id=Adjusted%20EBITDA%20Reconciliation) The reconciliation table shows the calculation of Adjusted EBITDA, starting from Net Income ($3.3M) and adding back items like interest, taxes, D&A, and stock compensation to arrive at a total Adjusted EBITDA of $11.8 million for Q1 FY26 Q1 FY26 Adjusted EBITDA Reconciliation (in thousands) | | Q1 FY26 | | :--- | :--- | | **Net Income** | $3,261 | | + Interest Income | $440 | | + Tax Provision | $1,304 | | + Depreciation & Amortization | $5,605 | | + Transaction Expenses | $28 | | + Non-cash Stock Compensation | $1,130 | | **Adjusted EBITDA** | **$11,768** | [Adjusted Diluted EPS Reconciliation](index=12&type=section&id=Adjusted%20Diluted%20EPS%20Reconciliation) This table reconciles GAAP Net Income ($3.3M) to Adjusted Net Income ($5.5M) by adding back acquisition-related amortization and costs, resulting in an Adjusted Diluted EPS of $0.59 for Q1 FY26, compared to the GAAP Diluted EPS of $0.35 Q1 FY26 Adjusted Diluted EPS Reconciliation (in thousands, except per share) | | Q1 FY26 | | :--- | :--- | | **Net Income** | $3,261 | | + Amortization of Intangible Assets | $2,844 | | + Acquisition Deal Costs | $28 | | + Acquisition Stock Expense | $145 | | + Income Tax Effect at 25% | ($754) | | **Adjusted Net Income** | **$5,524** | | **Diluted Earnings Per Share** | **$0.35** | | **Adjusted Diluted Earnings Per Share** | **$0.59** | [Business Segment Data](index=13&type=section&id=Business%20Segment%20Data) This section provides a detailed breakdown of revenue, cost, gross profit, and operating income for both the Service and Distribution segments for Q1 FY26 compared to Q1 FY25 Q1 FY26 vs Q1 FY25 Segment Performance (in thousands) | Segment | Metric | Q1 FY26 | Q1 FY25 | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **SERVICE** | **Revenue** | $49,144 | $43,778 | 12.3% | | | **Operating Income** | $2,567 | $4,090 | (37.2)% | | **DISTRIBUTION** | **Revenue** | $27,280 | $22,929 | 19.0% | | | **Operating Income** | $2,771 | $1,009 | 174.6% | | **TOTAL** | **Revenue** | $76,424 | $66,707 | 14.6% | | | **Operating Income** | $5,338 | $5,099 | 4.7% |

[Filing Information](index=1&type=section&id=Filing%20Information) This section provides essential details about the registrant and the nature of the current report filing [Registrant Details](index=1&type=section&id=Registrant%20Details) This section details the registrant's identity, legal structure, and securities listed on the New York Stock Exchange - Registrant: **Greystone Housing Impact Investors LP**[2](index=2&type=chunk) Registered Securities | Title of each class | | :------------------ | | Beneficial Unit Certificates representing assignments of limited partnership interests in Greystone Housing Impact Investors LP | Trading Information | Trading Symbol(s) | Name of each exchange on which registered | | :---------------- | :---------------------------------------- | | GHI | New York Stock Exchange | [Filing Purpose and Status](index=1&type=section&id=Filing%20Purpose%20and%20Status) This section clarifies the Form 8-K filing type and the registrant's non-emerging growth company status - Form Type: **8-K Current Report**[1](index=1&type=chunk) - Earliest event reported: **July 23, 2025**[2](index=2&type=chunk) - The registrant is not an emerging growth company[5](index=5&type=chunk)[6](index=6&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=3&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This section announces the conference call for discussing Second Quarter 2025 financial results [Conference Call Announcement](index=3&type=section&id=Conference%20Call%20Announcement) The registrant announced a conference call to discuss Q2 2025 results, with the press release as an exhibit - Conference Call: **Thursday, August 7, 2025, at 4:30 p.m. Eastern Time**[7](index=7&type=chunk) - Purpose: To discuss **Second Quarter 2025 results**[7](index=7&type=chunk) - Press Release: Issued **July 23, 2025**, furnished as **Exhibit 99.1** to this Form 8-K[7](index=7&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=3&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists the exhibits accompanying the Form 8-K, including the Q2 2025 press release and interactive data [Exhibits Filed](index=3&type=section&id=Exhibits%20Filed) This section lists the exhibits accompanying the Form 8-K, including the Q2 2025 press release and interactive data List of Exhibits | Exhibit Number | Description | | :------------- | :-------------------------------- | | 99.1 | Press Release dated July 23, 2025 | | 104 | Cover Page Interactive Data File | [SIGNATURES](index=4&type=section&id=SIGNATURES) This section contains the certification and signature details for the Form 8-K filing [Report Certification](index=4&type=section&id=Report%20Certification) The report is certified by Jesse A. Coury, CFO, on behalf of Greystone Housing Impact Investors LP - Signatory: **Jesse A. Coury, Chief Financial Officer**[12](index=12&type=chunk) - Date of Signature: **July 23, 2025**[12](index=12&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the 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 1-8993 WHITE MOUNTAINS INSURANCE GROUP, LTD. (Exact name of Registrant as specified in its charter) Bermuda (State or other jurisdiction of incorporation ...

PART I. FINANCIAL INFORMATION [ITEM 1. FINANCIAL STATEMENTS](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Presents unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive loss, equity, and cash flows, with detailed notes [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position, detailing assets, liabilities, and equity at specific dates **Condensed Consolidated Balance Sheets (Unaudited, in thousands):** | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | **ASSETS** | | | | Cash and cash equivalents | $107,000 | $216,426 | | Total current assets | $233,671 | $332,069 | | Total assets | $1,005,726 | $1,158,011 | | **LIABILITIES AND EQUITY** | | | | Deferred revenue, current | $727,099 | $749,432 | | Total current liabilities | $902,180 | $917,284 | | Long-term debt, net | $391,335 | $376,308 | | Total liabilities | $1,353,477 | $1,354,239 | | Total equity | $(347,751) | $(202,109) | - Total assets decreased by **$152.285 million** from December 31, 2024, to June 30, 2025, primarily driven by a significant reduction in cash and cash equivalents[9](index=9&type=chunk) - Total equity saw a substantial decrease, moving from a deficit of **$202.109 million** at December 31, 2024, to a deficit of **$347.751 million** at June 30, 2025[12](index=12&type=chunk) [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Details the company's revenues, expenses, and net loss over specific reporting periods **Condensed Consolidated Statements of Operations (Unaudited, in thousands, except per share data):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $189,637 | $196,285 | $367,167 | $393,386 | | Total costs and expenses | $249,237 | $275,339 | $507,533 | $556,988 | | Loss from operations | $(59,600) | $(79,054) | $(140,366) | $(163,602) | | Net loss | $(82,299) | $(96,973) | $(181,612) | $(194,366) | | Basic and diluted net loss per share | $(0.12) | $(0.14) | $(0.26) | $(0.28) | - Net loss improved for both the three months (**$82.3 million** vs. **$97.0 million**) and six months (**$181.6 million** vs. **$194.4 million**) ended June 30, 2025, compared to the prior year, indicating a reduction in losses[14](index=14&type=chunk) - Revenue decreased by **3%** for the three months and **7%** for the six months ended June 30, 2025, compared to the same periods in 2024[14](index=14&type=chunk) [Condensed Consolidated Statements of Comprehensive Loss](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Reports net loss and other comprehensive income/loss items, such as foreign currency adjustments **Condensed Consolidated Statements of Comprehensive Loss (Unaudited, in thousands):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(82,299) | $(96,973) | $(181,612) | $(194,366) | | Foreign currency translation adjustments | $6,472 | $(98) | $9,578 | $(1,640) | | Comprehensive loss | $(75,827) | $(97,071) | $(172,034) | $(196,006) | - Comprehensive loss improved for both the three months (**$75.8 million** vs. **$97.1 million**) and six months (**$172.0 million** vs. **$196.0 million**) ended June 30, 2025, compared to the prior year, largely due to positive foreign currency translation adjustments in 2025[16](index=16&type=chunk) [Condensed Consolidated Statements of Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) Outlines changes in stockholders' equity, including common stock, paid-in capital, and accumulated deficit **Condensed Consolidated Statements of Equity (Unaudited, in thousands, except share data):** | Metric | Balance at December 31, 2024 | Balance at June 30, 2025 | | :----------------------------------- | :--------------------------- | :----------------------- | | Common Stock (shares) | 698,342,097 | 699,803,945 | | Additional paid-in capital | $1,921,581 | $1,948,418 | | Accumulated deficit | $(2,102,895) | $(2,284,507) | | Total Wheels Up Experience Inc. stockholders' equity | $(202,109) | $(347,751) | - Total stockholders' equity decreased significantly from a deficit of **$202.1 million** at December 31, 2024, to **$347.8 million** at June 30, 2025, primarily due to accumulated deficit and treasury stock repurchases[19](index=19&type=chunk)[117](index=117&type=chunk) - Equity-based compensation contributed **$16.587 million** to additional paid-in capital during the six months ended June 30, 2025[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities **Condensed Consolidated Statements of Cash Flows (Unaudited, in thousands):** | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Net cash used in operating activities | $(110,804) | $(98,956) | | Net cash provided by investing activities | $19,914 | $24,093 | | Net cash used in financing activities | $(17,560) | $(41,396) | | Net decrease in cash, cash equivalents and restricted cash | $(105,226) | $(117,434) | | Cash, cash equivalents and restricted cash, end of period | $141,242 | $175,391 | - Net cash used in operating activities increased to **$110.8 million** for the six months ended June 30, 2025, from **$99.0 million** in the prior year, primarily due to the net loss and changes in working capital[24](index=24&type=chunk)[226](index=226&type=chunk) - Net cash provided by investing activities decreased to **$19.9 million** in 2025 from **$24.1 million** in 2024, despite higher proceeds from aircraft sales, due to increased purchases of property and equipment[24](index=24&type=chunk)[227](index=227&type=chunk) - Net cash used in financing activities significantly decreased to **$17.6 million** in 2025 from **$41.4 million** in 2024, driven by lower repayments of long-term debt and proceeds from new Revolving Equipment Notes[24](index=24&type=chunk)[228](index=228&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations and disclosures supporting the condensed consolidated financial statements [1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=1.%20SUMMARY%20OF%20BUSINESS%20AND%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines the company's business, reporting segment, and key accounting principles and policies - Wheels Up Experience Inc. is a leading provider of on-demand private aviation in the U.S., operating as a single segment[26](index=26&type=chunk)[31](index=31&type=chunk) - The financial statements are prepared in accordance with U.S. GAAP for interim reporting and include all necessary adjustments for fair presentation[27](index=27&type=chunk) - The Company is evaluating the impact of new FASB ASUs 2023-09 (Income Tax Disclosures) and 2024-03 (Disaggregation of Income Statement Expenses), effective for fiscal years ending December 31, 2025, and 2027, respectively[32](index=32&type=chunk)[33](index=33&type=chunk) [2. REVENUE RECOGNITION](index=13&type=section&id=2.%20REVENUE%20RECOGNITION) Details the company's revenue streams, disaggregated by service type, and related deferred revenue balances **Revenue Disaggregation by Service Type (in thousands):** | Service Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Flights, net of discounts and incentives | $158,330 | $163,684 | $305,898 | $314,613 | | Other (point in time) | $22,827 | $16,162 | $42,611 | $44,946 | | Memberships (over time) | $7,474 | $16,046 | $16,663 | $32,900 | | Other (over time) | $1,006 | $393 | $1,995 | $927 | | Total Revenue | $189,637 | $196,285 | $367,167 | $393,386 | - Membership revenue decreased significantly by **53%** for the three months and **49%** for the six months ended June 30, 2025, compared to the prior year, due to streamlining offerings and shifting less frequent fliers to charter[34](index=34&type=chunk)[187](index=187&type=chunk)[200](index=200&type=chunk) - Deferred revenue totaled **$727.1 million** as of June 30, 2025, with **$358.6 million** expected to be recognized in the remainder of 2025[36](index=36&type=chunk)[37](index=37&type=chunk) [3. PROPERTY AND EQUIPMENT](index=15&type=section&id=3.%20PROPERTY%20AND%20EQUIPMENT) Presents the net book value of property and equipment, including aircraft and software development costs **Property and Equipment, Net (in thousands):** | Asset Category | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Aircraft | $397,523 | $443,193 | | Software development costs | $93,325 | $85,112 | | Total Property and equipment, net | $317,912 | $348,339 | - Total property and equipment, net, decreased by **$30.4 million** from December 31, 2024, to June 30, 2025, primarily due to a reduction in aircraft value[40](index=40&type=chunk) - Amortization expense for software development costs increased to **$11.0 million** for the six months ended June 30, 2025, from **$10.6 million** in the prior year[41](index=41&type=chunk) [4. GOODWILL AND INTANGIBLE ASSETS](index=15&type=section&id=4.%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) Details the company's goodwill, intangible assets, and related amortization expenses and liabilities **Goodwill and Intangible Assets (in thousands):** | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Goodwill | $224,419 | $217,045 | | Intangible assets, net | $87,367 | $96,904 | | Intangible liabilities, net | $9,914 | $10,677 | - Goodwill increased by **$7.374 million** due to foreign currency translation adjustments[42](index=42&type=chunk) - Net intangible assets decreased by **$9.537 million**, while intangible liabilities decreased by **$0.763 million** from December 31, 2024, to June 30, 2025[43](index=43&type=chunk)[45](index=45&type=chunk) - Future amortization expense for intangible assets is projected to be **$10.290 million** for the remainder of 2025 and **$19.703 million** in 2026[46](index=46&type=chunk) [5. CASH EQUIVALENTS AND RESTRICTED CASH](index=17&type=section&id=5.%20CASH%20EQUIVALENTS%20AND%20RESTRICTED%20CASH) Provides a breakdown of cash, cash equivalents, and restricted cash balances at period-end **Cash, Cash Equivalents, and Restricted Cash (in thousands):** | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $107,000 | $216,426 | | Restricted cash | $34,242 | $30,042 | | Total | $141,242 | $246,468 | - Cash and cash equivalents decreased by **$109.426 million** from December 31, 2024, to June 30, 2025, primarily due to a reduction in money market funds[48](index=48&type=chunk) - Restricted cash increased by **$4.2 million**, mainly due to funds held for contractual restrictions and standby letters of credit[49](index=49&type=chunk) [6. LONG-TERM DEBT](index=18&type=section&id=6.%20LONG-TERM%20DEBT) Details the company's long-term debt obligations, including Revolving Equipment Notes and Term Loan **Long-Term Debt, Net (in thousands):** | Debt Type | Maturity Date | Interest Rate (June 30, 2025) | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------------------- | :------------ | :---------------- | | Revolving Equipment Notes | 2029 | SOFR + 1.75% | $300,136 | $317,484 | | Term Loan | 2028 | 10.0% | $470,357 | $443,864 | | Total debt | | | $770,493 | $761,348 | | Long-term debt, net | | | $391,335 | $376,308 | - Total debt increased by **$9.145 million** to **$770.493 million** as of June 30, 2025, primarily due to the Term Loan[51](index=51&type=chunk) - The Revolving Equipment Notes Facility has an aggregate principal amount up to **$332.0 million**, with **$300.1 million** outstanding as of June 30, 2025, and **$31.2 million** available for future aircraft acquisitions[53](index=53&type=chunk)[218](index=218&type=chunk) - The Term Loan, totaling **$390.0 million**, accrues interest at **10%** per annum, payable-in-kind, and matures on September 20, 2028[64](index=64&type=chunk)[65](index=65&type=chunk) [7. FAIR VALUE MEASUREMENTS](index=22&type=section&id=7.%20FAIR%20VALUE%20MEASUREMENTS) Discloses fair value measurements for financial instruments, categorized by valuation input levels **Fair Value Measurements (in thousands):** | Financial Instrument | Level | June 30, 2025 Fair Value | December 31, 2024 Fair Value | | :----------------------------------- | :---- | :----------------------- | :--------------------------- | | Money market funds | 1 | $20,995 | $80,812 | | Warrant liability - Public Warrants | 2 | $13 | $13 | | Warrant liability - Private Warrants | 2 | $7 | $7 | | Revolving Equipment Notes | 3 | $307,927 | $317,484 | | Term Loan | 3 | $307,556 | $284,845 | - Money market funds, classified as Level 1, decreased significantly from **$80.8 million** to **$21.0 million**[77](index=77&type=chunk) - The Term Loan's fair value (Level 3) increased to **$307.6 million** from **$284.8 million**, estimated using a discounted cash flow analysis[77](index=77&type=chunk)[82](index=82&type=chunk) [8. LEASES](index=24&type=section&id=8.%20LEASES) Presents information on the company's lease arrangements, including lease costs and right-of-use assets **Net Lease Cost (in thousands):** | Lease Cost Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease costs | $3,732 | $7,509 | $9,350 | $15,049 | | Short-term lease costs | $1,797 | $173 | $2,665 | $386 | | Variable lease payments | $1,086 | $5,826 | $3,062 | $10,139 | | Total lease costs | $6,615 | $13,508 | $15,077 | $25,574 | - Total lease costs decreased by **51%** for the three months and **41%** for the six months ended June 30, 2025, compared to the prior year, driven by reductions in operating and variable lease payments[85](index=85&type=chunk) - The Company recorded a **$20.2 million** non-cash impairment charge in Q1 2025 for a right-of-use asset related to vacating a larger New York City corporate office space[87](index=87&type=chunk) - The weighted-average remaining lease term for operating leases is **6.8 years**, with a weighted-average discount rate of **10.5%** as of June 30, 2025[88](index=88&type=chunk) [9. STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION](index=25&type=section&id=9.%20STOCKHOLDERS%27%20EQUITY%20AND%20EQUITY-BASED%20COMPENSATION) Details changes in stockholders' equity and expenses related to equity-based compensation plans **Equity-Based Compensation Expense (in thousands):** | Expense Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Compensation expense for RSUs and PSUs | $3,306 | $3,153 | $6,440 | $6,332 | | Compensation expense for Executive Performance Plans | $4,989 | $11,115 | $14,516 | $19,147 | | Total equity-based compensation expense | $8,295 | $14,268 | $20,956 | $25,479 | - Total equity-based compensation expense decreased by **42%** for the three months and **18%** for the six months ended June 30, 2025, primarily due to a reduction in Executive Performance Plans compensation[112](index=112&type=chunk) - As of June 30, 2025, unrecognized compensation cost for non-vested RSUs was **$29.9 million** (expected over **2.8 years**) and for Executive Performance Plans was **$127.9 million** (expected over **3.5 years**)[97](index=97&type=chunk)[107](index=107&type=chunk) - The Company repurchased **225,378 shares** of Common Stock for **$0.3 million** under its Share Repurchase Program during the six months ended June 30, 2025[117](index=117&type=chunk) [10. WARRANTS](index=32&type=section&id=10.%20WARRANTS) Provides information on outstanding Warrants, their terms, and exercise status - As of June 30, 2025, **12,521,494 Warrants** (Public and Private) remain outstanding, each entitling the holder to purchase **1/10th share** of Common Stock at **$115.00** per whole share, expiring on July 13, 2026[118](index=118&type=chunk) - No Warrants had been exercised as of June 30, 2025[118](index=118&type=chunk) [11. NON-CONTROLLING INTERESTS](index=32&type=section&id=11.%20NON-CONTROLLING%20INTERESTS) Explains the accounting for non-controlling interests in consolidated entities - Wheels Up consolidates MIP LLC, recording profits interests held by other members as non-controlling interests, which are treated as permanent equity[119](index=119&type=chunk) - As of June 30, 2025, the non-controlling interests weighted-average ownership percentage was nil, and no WUP common units were issuable upon conversion of vested/unvested WUP profits interests[122](index=122&type=chunk)[123](index=123&type=chunk) [12. COMMITMENTS AND CONTINGENCIES](index=33&type=section&id=12.%20COMMITMENTS%20AND%20CONTINGENCIES) Discloses significant commitments and potential liabilities, including legal proceedings and tax estimates - The Company is involved in a lawsuit against Exclusive Jets, LLC (flyExclusive) for wrongful termination of the GRP Agreement, seeking compensatory damages and return of material deposits[126](index=126&type=chunk) - The NY State Court granted Wheels Up's motion to amend its complaint, adding FE's CEO as a defendant for piercing the corporate veil[128](index=128&type=chunk) - The Company estimates a potential sales and use tax liability of **$5.5 million** as of June 30, 2025[130](index=130&type=chunk) [13. RELATED PARTIES](index=34&type=section&id=13.%20RELATED%20PARTIES) Details transactions and balances with related parties, such as Delta - Expenses from transactions with Delta related to the Commercial Cooperation Agreement decreased to **$0.2 million** for the six months ended June 30, 2025, from **$1.1 million** in the prior year[132](index=132&type=chunk) [14. INCOME TAXES](index=34&type=section&id=14.%20INCOME%20TAXES) Presents income tax expense, effective tax rates, and deferred tax asset valuation allowances **Income Tax Expense (in thousands):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax benefit (expense) | $(959) | $(441) | $(1,037) | $(327) | | Effective tax rate | (0.5)% | (0.5)% | (0.6)% | (0.2)% | - The effective tax rate for the six months ended June 30, 2025, was **(0.6)%**, differing from the federal statutory rate primarily due to a full valuation allowance against most net deferred tax assets[134](index=134&type=chunk)[137](index=137&type=chunk) - An ownership change in Q3 2023 limits the utilization of pre-change net operating losses, but the impact is not material due to the full valuation allowance[138](index=138&type=chunk) [15. NET LOSS PER SHARE](index=36&type=section&id=15.%20NET%20LOSS%20PER%20SHARE) Calculates basic and diluted net loss per share, considering outstanding shares and anti-dilutive securities **Net Loss Per Share (in thousands, except per share data):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss attributable to Wheels Up Experience Inc. | $(82,299) | $(96,973) | $(181,612) | $(194,366) | | Basic and diluted net loss per share | $(0.12) | $(0.14) | $(0.26) | $(0.28) | | Weighted-average shares outstanding | 698,996,977 | 697,458,966 | 698,641,618 | 697,403,388 | - Basic and diluted net loss per share improved to **$(0.12)** for the three months and **$(0.26)** for the six months ended June 30, 2025, compared to **$(0.14)** and **$(0.28)** in the prior year, respectively[142](index=142&type=chunk) - Anti-dilutive securities, including Warrants, Earnout Shares, RSUs, and stock options, totaling **24.95 million** as of June 30, 2025, were excluded from diluted EPS calculation[145](index=145&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=37&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses Wheels Up's financial condition, operational results, strategic developments, and liquidity for the periods ended June 30, 2025, versus 2024 [Overview of Our Business](index=37&type=section&id=Overview%20of%20Our%20Business) Describes Wheels Up as a leading U.S. private aviation provider, offering on-demand charter and membership programs - Wheels Up is a leading U.S. private aviation provider offering on-demand charter and membership programs, leveraging a controlled aircraft fleet and a global network of charter operators[147](index=147&type=chunk)[148](index=148&type=chunk)[152](index=152&type=chunk) - The Company is executing a fleet modernization strategy to transition from four legacy private jet models to Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft, while retaining King Air 350i[153](index=153&type=chunk) **Controlled Aircraft Fleet as of June 30, 2025:** | Category | Owned | Leased | Total | | :----------------------------------- | :---- | :----- | :---- | | Premium Jets (Bombardier Challenger 300/350) | 2 | 2 | 4 | | Premium Jets (Embraer Phenom 300/350) | 17 | 1 | 18 | | Super-Midsize Jets (Cessna Citation X) | — | 24 | 24 | | Midsize Jets (Cessna Citation Excel/XLS) | 10 | 3 | 13 | | Light Jets (Cessna Citation CJ3) | — | 3 | 3 | | Light Jets (Hawker 400XP) | 25 | — | 25 | | Turboprops (King Air 350i) | 38 | — | 38 | | Total Aircraft | 92 | 35 | 127 | [Recent Developments](index=39&type=section&id=Recent%20Developments) Highlights recent strategic initiatives, including cost savings, a share repurchase program, and an extended credit facility - Wheels Up announced initiatives expected to drive approximately **$50 million** in annual cash cost savings, with full impact anticipated in Q3 and Q4 2026[157](index=157&type=chunk) - The Board approved a **$10.0 million** share repurchase program on April 30, 2025, with no expiration date[158](index=158&type=chunk) - Delta extended the availability period for the **$100.0 million** Revolving Credit Facility to September 20, 2026; no amounts were outstanding as of June 30, 2025[159](index=159&type=chunk) [Non-GAAP Financial Measures](index=39&type=section&id=Non-GAAP%20Financial%20Measures) Provides reconciliation and analysis of non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDAR, and Adjusted Contribution **Adjusted EBITDA and Adjusted EBITDAR Reconciliation (in thousands):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(82,299) | $(96,973) | $(181,612) | $(194,366) | | Adjusted EBITDA | $(29,037) | $(37,355) | $(53,187) | $(86,584) | | Adjusted EBITDAR | $(25,119) | $(28,759) | $(43,911) | $(69,844) | **Adjusted Contribution and Adjusted Contribution Margin Reconciliation (in thousands):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $189,637 | $196,285 | $367,167 | $393,386 | | Gross profit (loss) | $2,192 | $(10,998) | $1,088 | $(27,552) | | Adjusted Contribution | $23,070 | $15,298 | $45,511 | $17,313 | | Adjusted Contribution Margin | 12.2% | 7.8% | 12.4% | 4.4% | - Adjusted EBITDA improved by **22%** for the three months and **39%** for the six months ended June 30, 2025, reflecting reduced operating losses[163](index=163&type=chunk) - Adjusted Contribution Margin increased significantly by **440 basis points** for the three months and **800 basis points** for the six months ended June 30, 2025, driven by cost savings and operational efficiency[169](index=169&type=chunk)[190](index=190&type=chunk)[204](index=204&type=chunk) [Key Operating Metrics](index=42&type=section&id=Key%20Operating%20Metrics) Presents key operational performance indicators, including flight legs, utility, and on-time performance **Key Operating Metrics:** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | % Change | | :----------------------------------- | :------------------------------- | :------------------------------- | :------- | | Total Gross Bookings (in thousands) | $261,948 | $265,346 | (1)% | | Private Jet Gross Bookings (in thousands) | $208,326 | $216,843 | (4)% | | Live Flight Legs | 11,971 | 12,855 | (7)% | | Private Jet Gross Bookings per Live Flight Leg | $17,403 | $16,868 | 3% | | Utility (monthly average hours) | 41.1 | 37.4 | 10% | | Completion Rate | 98% | 98% | n/m | | On-Time Performance (D-60) | 88% | 91% | n/m | - Live Flight Legs decreased by **7%** for both the three and six months ended June 30, 2025, compared to the prior year[173](index=173&type=chunk) - Utility (monthly average hours) increased by **10%** to **41.1 hours** for the three months ended June 30, 2025, indicating improved efficiency of controlled aircraft[173](index=173&type=chunk)[174](index=174&type=chunk) - Private Jet Gross Bookings per Live Flight Leg increased by **3%** for the three months and **9%** for the six months ended June 30, 2025, due to a greater mix of flights on larger and premium cabins[173](index=173&type=chunk)[188](index=188&type=chunk)[201](index=201&type=chunk) [Results of Operations for the Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024](index=45&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20the%20Three%20Months%20Ended%20June%2030%2C%202024) Compares the company's financial performance for the three months ended June 30, 2025, against the same period in 2024 **Revenue by Type (Three Months Ended June 30, in thousands):** | Revenue Type | 2025 | 2024 | Change ($) | Change (%) | | :----------------------------------- | :----- | :----- | :--------- | :--------- | | Membership | $7,474 | $16,046 | $(8,572) | (53)% | | Flight | $158,330 | $163,684 | $(5,354) | (3)% | | Other | $23,833 | $16,555 | $7,278 | 44% | | Total | $189,637 | $196,285 | $(6,648) | (3)% | - Cost of revenue decreased by **$17.7 million (9%)**, driven by reductions in employee compensation, aircraft lease costs, and non-cash charges for parts inventory, partially offset by a **$7.7 million** increase in fleet modernization expenses[189](index=189&type=chunk) - General and administrative expenses decreased by **$5.7 million (16%)**, primarily due to a **$5.2 million** decrease in equity-based compensation related to Executive Performance Awards[193](index=193&type=chunk) - Interest expense increased by **$5.4 million (33%)**, mainly due to paid-in-kind interest associated with the Term Loan[196](index=196&type=chunk) [Results of Operations for the Six Months Ended June 30, 2025 compared to the Six Months Ended June 30, 2024](index=48&type=section&id=Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20compared%20to%20the%20Six%20Months%20Ended%20June%2030%2C%202024) Compares the company's financial performance for the six months ended June 30, 2025, against the same period in 2024 **Revenue by Type (Six Months Ended June 30, in thousands):** | Revenue Type | 2025 | 2024 | Change ($) | Change (%) | | :----------------------------------- | :----- | :----- | :--------- | :--------- | | Membership | $16,663 | $32,900 | $(16,237) | (49)% | | Flight | $305,898 | $314,613 | $(8,715) | (3)% | | Other | $44,606 | $45,873 | $(1,267) | (3)% | | Total | $367,167 | $393,386 | $(26,219) | (7)% | - Cost of revenue decreased by **$57.6 million (15%)**, driven by reduced headcount, lower aircraft lease costs, and decreased pilot travel costs, partially offset by a **$10.8 million** increase in fleet modernization expenses[203](index=203&type=chunk) - General and administrative expenses increased by **$14.9 million (21%)**, primarily due to a **$20.2 million** non-cash impairment charge for a right-of-use asset related to vacating former office space[207](index=207&type=chunk) - Interest expense increased by **$10.7 million (34%)**, mainly due to paid-in-kind interest associated with the Term Loan[210](index=210&type=chunk) [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses the company's ability to meet short-term and long-term financial obligations and funding strategies **Liquidity Position (in thousands):** | Metric | June 30, 2025 | | :----------------------------------- | :------------ | | Cash and cash equivalents | $107,000 | | Restricted cash | $34,242 | | Long-term debt obligations | $770,493 | | Working capital deficit | $668,500 | | Net cash used in operating activities (six months) | $(110,804) | - The Company expects to meet its liquidity needs for the next 12 months using cash, cash equivalents, operating cash flows, strategic asset dispositions, and borrowings under the Revolving Equipment Notes Facility and, if needed, the Revolving Credit Facility[214](index=214&type=chunk) - The Revolving Credit Facility provides **$100.0 million** in commitments from Delta, available to be drawn through September 20, 2026, with no amounts outstanding as of June 30, 2025[213](index=213&type=chunk)[220](index=220&type=chunk)[223](index=223&type=chunk) - The fleet modernization strategy is capital intensive and will be funded by existing cash, aircraft sales proceeds, operating cash flows, and available debt facilities, with potential for additional financing[230](index=230&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=56&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The Company is exposed to market risks primarily related to interest rates, aircraft fuel prices, and foreign currency exchange rates - Principal market risks include interest rates, aircraft fuel prices, and foreign currency exchange[234](index=234&type=chunk) - No material changes to market risks have occurred since the Annual Report[234](index=234&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=57&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to ongoing remediation efforts for material weaknesses - Disclosure controls and procedures were not effective as of June 30, 2025, due to ongoing remediation of material weaknesses in internal control over financial reporting[237](index=237&type=chunk) - Management believes the financial statements fairly present the Company's financial position, results of operations, and cash flows[238](index=238&type=chunk) - Remediation actions include redesigning access administration, enhancing user access review, restricting elevated access, redesigning change management procedures, and engaging external advisors[240](index=240&type=chunk) - The Company aims to complete its remediation plan before December 31, 2025, with deficiencies considered remediated only after controls operate effectively for a sufficient period[241](index=241&type=chunk) PART II. OTHER INFORMATION [ITEM 1. LEGAL PROCEEDINGS](index=59&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The Company is involved in the GRP Litigation against Exclusive Jets, LLC for wrongful termination, seeking damages and return of deposits - Wheels Up filed a lawsuit against flyExclusive for wrongful termination of the GRP Agreement, seeking compensatory damages and the return of material deposits[246](index=246&type=chunk) - The NY State Court granted Wheels Up's motion to amend its complaint, adding flyExclusive's CEO as a defendant[247](index=247&type=chunk) - FlyExclusive's financial disclosures indicate a net loss, negative operating cash flows, and a significant working capital deficit, raising concerns about its ability to fund recoverable amounts[248](index=248&type=chunk) [ITEM 1A. RISK FACTORS](index=60&type=section&id=ITEM%201A.%20RISK%20FACTORS) Highlights various risk factors that could impact the Company's business, including stock price volatility due to industry changes and macroeconomic conditions - The price of Common Stock and Warrants may be volatile due to factors like changes in the private aviation industry, general market conditions, and macroeconomic conditions[252](index=252&type=chunk) - Other factors influencing stock price volatility include competitor developments, regulatory changes, operational performance, liquidity levels, stockholder actions, and global economic/political conditions[252](index=252&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=61&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) Details equity security purchases, including shares withheld for tax liabilities and repurchases under the Share Repurchase Program **Issuer Purchases of Equity Securities (Three Months Ended June 30, 2025):** | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased under the Plans or Programs | | :----------------------------------- | :------------------------------- | :--------------------------- | :------------------------------------------------------------------------------- | :------------------------------------------------------------------------------------------------- | | April 1, 2025 through April 30, 2025 | — | $— | — | $— | | May 1, 2025 through May 31, 2025 | 31,045 | $1.64 | — | $10,000,000 | | June 1, 2025 through June 30, 2025 | 476,256 | $1.13 | 225,378 | $9,750,281 | | For the three months ended June 30, 2025 | 507,301 | $1.19 | 225,378 | | - The Company repurchased **225,378 shares** under its **$10.0 million** Share Repurchase Program during June 2025, with **$9.75 million** remaining available[253](index=253&type=chunk)[254](index=254&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=61&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) No defaults upon senior securities were reported for the period - No defaults upon senior securities[256](index=256&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=61&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the Company - Mine Safety Disclosures are not applicable[257](index=257&type=chunk) [ITEM 5. OTHER INFORMATION](index=61&type=section&id=ITEM%205.%20OTHER%20INFORMATION) Director Lee Moak terminated a Rule 10b5-1 trading arrangement for potential sale of Common Stock - Director Lee Moak terminated a Rule 10b5-1 trading arrangement for up to **63,166 shares** of Common Stock on June 13, 2025[258](index=258&type=chunk) [ITEM 6. EXHIBITS](index=62&type=section&id=ITEM%206.%20EXHIBITS) Lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report - Key exhibits include Amendment No. 3 to Credit Agreement (April 30, 2025), Amendment No. 2 to 2021 Long-Term Incentive Plan, and various certifications[261](index=261&type=chunk) [Signatures](index=64&type=section&id=Signatures) The Quarterly Report was duly signed on August 7, 2025, by the Chief Executive Officer and Chief Accounting Officer - The Quarterly Report was signed by George Mattson (CEO) and Alex Chatkewitz (Chief Accounting Officer) on August 7, 2025[267](index=267&type=chunk)

[Executive Summary & Key Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Key%20Highlights) This section provides an overview of the company's recent financial performance and strategic initiatives [Announcement of Third Quarter Results](index=1&type=section&id=Announcement%20of%20Third%20Quarter%20Results) Suburban Propane Partners, L.P. announced its third-quarter fiscal 2025 results, reporting a net loss of $14.8 million, an improvement from the prior year's $17.2 million net loss, with Adjusted EBITDA remaining flat at $27.0 million Third Quarter Results Highlights | Metric | Q3 FY2025 | Q3 FY2024 | Change (YoY) | | :----------------------- | :-------- | :-------- | :----------- | | Net Loss | $(14.8) million | $(17.2) million | $(2.4) million | | Net Loss per Common Unit | $(0.23) | $(0.27) | $(0.04) | | Adjusted EBITDA | $27.0 million | $27.0 million | $0.0 million | [CEO Commentary](index=1&type=section&id=CEO%20Commentary) President and CEO Michael A. Stivala highlighted a solid counter-seasonal quarter despite warm temperatures and commodity price volatility, focusing on customer needs, managing prices and expenses, executing growth initiatives, reducing debt, and advancing renewable natural gas (RNG) projects - The company delivered a solid counter-seasonal quarter despite unseasonably warm temperatures and commodity price volatility, attributed to effective management of selling prices and expenses, and execution of customer base growth and retention initiatives[4](index=4&type=chunk) - Excess cash flows and proceeds from the At-the-Market (ATM) sales program were used to fund growth capital projects and reduce debt by **$69 million**[4](index=4&type=chunk) - In RNG operations, average daily injection was slightly down, and revenues were negatively impacted by lower prices for environmental attributes, with the company remaining focused on operational enhancements at its Stanfield, Arizona facility and advancing capital projects in upstate New York and Columbus, Ohio[4](index=4&type=chunk) [Financial Performance Analysis](index=1&type=section&id=Financial%20Performance%20Analysis) This section details the consolidated financial results, gross margin, operating expenses, and non-GAAP measures for the reporting periods [Consolidated Financial Results (Q3 FY2025 vs Q3 FY2024)](index=5&type=section&id=Consolidated%20Financial%20Results) For the third quarter of fiscal 2025, total revenues increased slightly to $260.2 million, primarily driven by higher propane revenues, with the net loss improving to $14.8 million and diluted EPS improving to $(0.23), while nine-month figures showed significant increases Consolidated Statements of Operations Highlights (in thousands) | Metric | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | Nine Months Ended June 28, 2025 | Nine Months Ended June 29, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | **Revenues** | | | | | | Propane | $226,890 | $220,045 | $1,082,429 | $970,967 | | Fuel oil & refined fuels | $9,721 | $10,954 | $60,746 | $66,447 | | Natural gas & electricity | $4,838 | $5,322 | $19,916 | $20,528 | | All other | $18,701 | $18,289 | $58,051 | $60,589 | | **Total Revenues** | **$260,150** | **$254,610** | **$1,221,142** | **$1,118,531** | | **Costs & Expenses** | | | | | | Cost of products sold | $99,559 | $94,400 | $489,083 | $437,573 | | Operating | $117,528 | $115,882 | $380,058 | $366,263 | | General & administrative | $18,737 | $19,759 | $75,501 | $71,400 | | Depreciation & amortization | $18,735 | $16,379 | $53,434 | $49,497 | | **Total Costs & Expenses** | **$254,559** | **$246,420** | **$998,076** | **$924,733** | | Operating Income | $5,591 | $8,190 | $223,066 | $193,798 | | Net (Loss) Income | $(14,835) | $(17,191) | $141,706 | $118,763 | | Net (Loss) Income per Common Unit - diluted | $(0.23) | $(0.27) | $2.17 | $1.83 | [Gross Margin and Operating Expenses](index=1&type=section&id=Gross%20Margin%20and%20Operating%20Expenses) Total gross margin for Q3 FY2025 remained unchanged at $160.6 million, as steady propane volumes and unit margins offset an unrealized loss from derivative instruments, while combined operating and general and administrative expenses increased slightly by 0.5% due to higher payroll and benefits, partially offset by an insurance recovery Gross Margin and Operating Expenses Highlights (in millions) | Metric | Q3 FY2025 | Q3 FY2024 | Change (YoY) | | :------------------- | :-------- | :-------- | :----------- | | Total Gross Margin | $160.6 | $160.6 | $0.0 | | Unrealized Loss (Derivatives) | $2.9 | $3.2 | $(0.3) | | Combined Operating & G&A Expenses | $136.3 | $135.7 | $0.6 (0.5%) | - Higher payroll and benefit-related costs were largely offset by a gain from an insurance recovery, contributing to the slight increase in operating and general and administrative expenses[6](index=6&type=chunk) [Non-GAAP Financial Measures](index=6&type=section&id=Non-GAAP%20Financial%20Measures) The report provides EBITDA and Adjusted EBITDA as supplemental measures of operating performance, reconciling them from net income, with Adjusted EBITDA for Q3 FY2025 flat at $27.0 million year-over-year, and increasing to $277.4 million from $249.3 million for the nine months EBITDA and Adjusted EBITDA Reconciliation (in thousands) | Metric | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | Nine Months Ended June 28, 2025 | Nine Months Ended June 29, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net (loss) income | $(14,835) | $(17,191) | $141,706 | $118,763 | | Add: Provision for income taxes | $242 | $243 | $801 | $524 | | Add: Interest expense, net | $18,881 | $18,429 | $59,060 | $56,540 | | Add: Depreciation and amortization | $18,735 | $16,379 | $53,434 | $49,497 | | **EBITDA** | **$23,023** | **$17,860** | **$255,001** | **$225,324** | | Unrealized non-cash losses (gains) on changes in fair value of derivatives | $2,919 | $3,161 | $(1,459) | $8,079 | | Pension settlement charge | $450 | $550 | $450 | $550 | | Equity in losses and impairment charges for investments in unconsolidated affiliates | $627 | $5,464 | $23,372 | $15,121 | | Loss on debt extinguishment | — | — | — | $215 | | **Adjusted EBITDA** | **$27,019** | **$27,035** | **$277,364** | **$249,289** | - EBITDA and Adjusted EBITDA are non-GAAP measures used by management as supplemental indicators of operating performance, providing additional information for investors and industry analysts[17](index=17&type=chunk) [Operational Review](index=1&type=section&id=Operational%20Review) This section examines key operational metrics including propane sales, market conditions, and renewable natural gas activities [Propane Sales and Market Conditions](index=1&type=section&id=Propane%20Sales%20and%20Market%20Conditions) Retail propane gallons sold in Q3 FY2025 were consistent with the prior year, despite average temperatures being significantly warmer than normal but cooler than the prior year, while average propane prices increased by 4.7% year-over-year Propane Sales and Market Conditions | Metric | Q3 FY2025 | Q3 FY2024 | Change (YoY) | | :-------------------------- | :-------- | :-------- | :----------- | | Retail Propane Gallons Sold | 71.9 million | 71.7 million | 0.2 million (0.3%) | | Average Propane Prices (Mont Belvieu, TX) | **+4.7%** | N/A | +4.7% | - Average temperatures across service territories were **14% warmer than normal** but **5% cooler than the prior year** third quarter[4](index=4&type=chunk) [Renewable Natural Gas (RNG) Operations](index=1&type=section&id=Renewable%20Natural%20Gas%20(RNG)%20Operations) RNG injection for Q3 FY2025 was slightly down compared to the prior year, with revenues negatively impacted by lower prices for environmental attributes, as the company actively implements operational enhancements and advances capital projects to increase RNG production - Average daily RNG injection for the third quarter was down slightly compared to the prior year third quarter[4](index=4&type=chunk) - Revenues from RNG injection were negatively impacted by lower prices for environmental attributes under the Renewable Fuel Standard[4](index=4&type=chunk) - The company is focused on implementing operational enhancements at its Stanfield, Arizona production facility and advancing capital projects for an anaerobic digester system in upstate New York and gas upgrade equipment in Columbus, Ohio[4](index=4&type=chunk) [Capital Management & Shareholder Returns](index=3&type=section&id=Capital%20Management%20%26%20Shareholder%20Returns) This section outlines the company's debt management strategies, leverage position, and quarterly distribution to unitholders [Debt Management and Leverage](index=3&type=section&id=Debt%20Management%20and%20Leverage) During Q3 FY2025, the Partnership repaid $69.0 million in borrowings under its revolving credit facility, utilizing cash flows from operating activities and $8.1 million from its ATM program, resulting in an improved Consolidated Leverage Ratio of 4.33x Debt Management Highlights | Metric | Value | | :-------------------------- | :---------- | | Debt Repayment (Q3 FY2025) | **$69.0 million** | | ATM Program Proceeds (Q3 FY2025) | **$8.1 million** | | Consolidated Leverage Ratio (as of June 28, 2025) | **4.33x** | [Quarterly Distribution](index=3&type=section&id=Quarterly%20Distribution) The Board of Supervisors declared a quarterly distribution of $0.325 per Common Unit for the three months ended June 28, 2025, equating to an annualized rate of $1.30 per Common Unit Quarterly Distribution | Metric | Value | | :-------------------------- | :------ | | Quarterly Distribution per Common Unit | **$0.325** | | Annualized Distribution Rate | **$1.30** | [Company Profile](index=3&type=section&id=Company%20Profile) This section describes Suburban Propane's business, market reach, and strategic pillars focused on customer service, community, and green energy [Business Description](index=3&type=section&id=Business%20Description) Suburban Propane Partners, L.P. is a publicly traded master limited partnership, a nationwide distributor of various energy products and services, including propane, renewable propane, RNG, fuel oil, natural gas, and electricity, serving approximately 1 million customers across 42 states - Suburban Propane is a nationwide distributor of propane, renewable propane, renewable natural gas ("RNG"), fuel oil and related products and services, as well as a marketer of natural gas and electricity and producer of and investor in low carbon fuel alternatives[9](index=9&type=chunk) - The company services approximately **1 million residential, commercial, governmental, industrial and agricultural customers** through approximately **700 locations across 42 states**[9](index=9&type=chunk) [Core Pillars and Strategic Focus](index=3&type=section&id=Core%20Pillars%20and%20Strategic%20Focus) Suburban Propane operates under three core pillars: Suburban Commitment (customer service excellence), SuburbanCares (community giving), and Go Green with Suburban Propane (promoting clean energy and investing in renewable alternatives) - **Suburban Commitment**: Showcasing almost 100-year legacy and ongoing commitment to dependability, flexibility, and reliability in customer service[10](index=10&type=chunk) - **SuburbanCares**: Highlighting dedication to giving back to local communities across its national footprint[10](index=10&type=chunk) - **Go Green with Suburban Propane**: Promoting propane and renewable propane as a bridge to a green energy future and investing in innovative, renewable energy alternatives[10](index=10&type=chunk) [Risk Factors and Forward-Looking Statements](index=3&type=section&id=Risk%20Factors%20and%20Forward-Looking%20Statements) This section identifies potential risks and uncertainties that could materially impact future financial results and operations [Forward-Looking Statements and Risks](index=3&type=section&id=Forward-Looking%20Statements%20and%20Risks) This section contains forward-looking statements subject to various risks and uncertainties that could cause actual results to differ materially, including weather conditions, commodity price volatility, competition, economic instability, regulatory changes, and risks associated with renewable fuel projects - Risks include the impact of weather conditions on demand for energy products, volatility in unit costs of fuels, and the ability to compete with other energy suppliers[12](index=12&type=chunk) - Economic volatility, geopolitical instability, and the ability to attract and retain employees and customers are also significant risks[12](index=12&type=chunk)[14](index=14&type=chunk) - Specific risks related to renewable fuel projects include customer willingness to purchase, permitting, financing, operational challenges, dependence on third-party partners, and changes in government incentives and environmental attribute markets[14](index=14&type=chunk) [Supplemental Information](index=6&type=section&id=Supplemental%20Information) This section directs readers to the comprehensive financial statements and disclosures available in the official SEC filing [Reference to Form 10-Q](index=6&type=section&id=Reference%20to%20Form%2010-Q) The unaudited financial information provided is a summary and should be read in conjunction with the complete consolidated financial statements, including notes, in the Partnership's Quarterly Report on Form 10-Q to be filed with the SEC

EXHIBIT 99.1 RALPH LAUREN REPORTS FIRST QUARTER FISCAL 2026 RESULTS EXCEEDING EXPECTATIONS AND RAISES FULL YEAR OUTLOOK NEW YORK -- (BUSINESS WIRE) -- August 7, 2025 -- Ralph Lauren Corporation (NYSE:RL), a global leader in the design, marketing, and distribution of luxury lifestyle products, today reported earnings per diluted share of $3.52, up 35% to prior year on a reported basis and $3.77, up 40% on an adjusted basis, excluding restructuring-related and other net charges, for the first quarter of Fisca ...

"As we announced last year, our Chief Operating Officer, Lynn Beall is retiring on August 31, and I extend my sincere gratitude for her extraordinary leadership and decades of service to local communities across America," Steib added. "She's been a force for good in our industry and an indispensable partner to me in my first year at TEGNA. We are grateful for all Lynn has done for TEGNA and we are going to miss her." FOR IMMEDIATE RELEASE Thursday, August 7, 2025 TEGNA Inc. Reports Second Quarter 2025 Resul ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1114 Avenue of the Americas, 39th Floor New York, New York 10036 (Address o ...