Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Address of principal executive offices) (Zip Code) o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-39791 INSPIRATO INCORPORATED (Exact Name of Registrant as Specified in its Charter) ...

Credit Agreement Amendments - The Company has requested an increase in Aggregate Revolving B Commitments by $1,000,000,000[5] - The Term B-6 Loan is established with an aggregate principal amount of $900,000,000[8] - The Aggregate Revolving B Commitments will total $1,500,000,000 after the amendment[6] - Each Incremental Revolving B Lender will increase its existing Revolving B Commitment as specified in the amendment[6] - The Company must prepay any outstanding Revolving B Loans to align with the new commitments[7] - The amendment to the Existing Credit Agreement will be effective upon satisfaction of specified conditions precedent[12] - All necessary consents and approvals for the amendment and transactions must be obtained[19] - Each Loan Party acknowledges and consents to all terms and conditions of the Amendment, affirming obligations under the Loan Documents[30] - The Amendment may be executed using Electronic Signatures and shall have the same legal effect as a paper record[42] - This Amendment is a Loan Document, a Lender Joinder Agreement, and an Incremental Facility Amendment[43] - The execution, delivery, and effectiveness of this Amendment do not operate as a waiver of any right, power, or remedy of any Lender or the Administrative Agent[43] - The Amendment includes all necessary representations and warranties from each Lender as of the Effective Date[41] - Total Incremental Revolving B Commitments amount to $1,000,000,000, with applicable percentages distributed among lenders[75] Lender Commitments - JPMorgan Chase Bank, N.A. holds a commitment of $179,000,000, representing 17.9% of the total[75] - Barclays Bank PLC has a commitment of $125,000,000, accounting for 12.5% of the total[75] - PNC Bank, National Association's commitment is $100,000,000, which is 10% of the total[75] - The Toronto-Dominion Bank, New York Branch also has a commitment of $100,000,000, representing 10%[75] - Bank of America, N.A. has a commitment of $159,059,925.13, which is 10.60% of the total[77] - The total commitment from JPMorgan Chase Bank, N.A. under the Seventeenth Amendment is $197,157,622.85, or 13.14%[77] - The total commitment from Barclays Bank PLC under the Seventeenth Amendment is $173,231,185.70, accounting for 11.55%[77] - Société Générale's commitment under the Seventeenth Amendment is $25,000,000, representing 1.67%[77] Financial Compliance and Reporting - The Company is required to provide a Pro Forma Compliance Certificate demonstrating compliance with financial covenants[21] - The Company has committed to maintaining compliance with various financial covenants as outlined in the Credit Agreement[110] - The Company is required to provide financial statements and other information to the lenders as part of the affirmative covenants[123] - The Company must ensure that no material adverse events have occurred since December 31, 2024[19] Legal and Regulatory Provisions - The legality, validity, and enforceability of the remaining provisions of this Amendment shall not be affected if any provision is held to be illegal or unenforceable[44] - The rights and obligations of the parties under this Amendment shall be governed by the laws of the State of New York[46] - The Administrative Agent will require documentation to comply with regulatory authorities under anti-money laundering rules[23] - No Default has occurred and is continuing or would result from the transactions contemplated by this Amendment[35] Definitions and Financial Metrics - The definition of "Alternative Currency Daily Rate" includes rates based on SONIA for Sterling and other designated rates for different currencies, with adjustments applicable[116] - "Alternative Currency Term Rate" is defined for various currencies, including EURIBOR for Euros and TIBOR for Yen, with a minimum rate of zero applicable[122] - The "Applicable Rate" for Term B-5 and Term B-6 Loans is set at 1.75% per annum for Term SOFR Loans and 0.75% per annum for Base Rate Loans[126] - The "Availability Period" for Revolving A and B Commitments is defined from the Third Amendment Effective Date to specified maturity dates or termination events[137] - "Attributable Indebtedness" includes capitalized amounts for Capital Leases and Synthetic Leases, as well as obligations from Receivables Facilities[134] - The "Audited Financial Statements" refer to the consolidated balance sheet and related statements for the fiscal year ended December 31, 2016, prepared in accordance with GAAP[135] - The "Applicable Percentage" for Lenders is determined based on their respective commitments and outstanding loans, with adjustments as specified in the agreement[124] - "Bail-In Legislation" refers to laws applicable in the EEA and the UK regarding the resolution of failing financial institutions[139] - The "Alternative Currency Equivalent" is determined based on exchange rates referenced from Bloomberg or other services, with specific timing for calculations[118] - "Assignee Group" consists of two or more Eligible Assignees that are Affiliates or Approved Funds managed by the same investment advisor[131] - The Base Rate is defined as the highest of the Federal Funds Rate plus 0.50%, the Bank of America's prime rate, or Term SOFR plus 1.00%[141] - Base Rate Loans are only available to the Company or the Additional Borrower and are denominated in Dollars[143] Company Structure and Acquisitions - The Company has undergone an acquisition of Associated Foreign Exchange Holdings, Inc. (AFEX) as of September 14, 2020[107] - The Company is structured as a Louisiana limited liability company and operates under the name Corpay Technologies Operating Company, LLC[102] - The Credit Agreement was entered into on October 24, 2014, among Corpay Technologies Operating Company, LLC and its subsidiaries[102] - The Company has designated certain foreign subsidiaries as Designated Borrowers under the Credit Agreement[102] - The Administrative Agent for the Credit Agreement is Bank of America, N.A.[102] Financial Ratios and Metrics - Consolidated EBITDA for the most recent four fiscal quarters is calculated by adding Consolidated Net Income, Consolidated Net Interest Charges, and other specified expenses, minus certain tax credits and extraordinary gains[170] - Consolidated Funded Indebtedness is determined in accordance with GAAP and includes all debt obligations of the Parent and its Subsidiaries[171] - The Consolidated Interest Coverage Ratio is the ratio of Consolidated EBITDA to Consolidated Net Interest Charges for the most recent four fiscal quarters[171] - The Consolidated Leverage Ratio is calculated by taking the total Consolidated Funded Indebtedness minus Unrestricted Cash, divided by Consolidated EBITDA for the most recent four fiscal quarters[172] - Consolidated Net Income represents the net income of the Parent and its Subsidiaries for the period, as determined in accordance with GAAP[173] - Consolidated Net Interest Charges include all interest and related expenses for borrowed money, adjusted for certain income[174] - Consolidated Working Capital is calculated as current assets minus current liabilities, excluding cash and cash equivalents[177] - Non-recurring fees and costs added back to Consolidated EBITDA are capped at 10% of the total for the period[170]

Credit Agreement Amendments - The Company has requested an increase in Aggregate Revolving B Commitments by $1,000,000,000[5] - The Term B-6 Loan is established with an aggregate principal amount of $900,000,000[8] - The Aggregate Revolving B Commitments will total $1,500,000,000 after the amendment[6] - Each Incremental Revolving B Lender will increase or provide an initial Revolving B Commitment as specified[6] - The Company must prepay any outstanding Revolving B Loans to align with the new commitments[7] - The Incremental Term Loan Maturity Date will be defined in the Amended Credit Agreement[9] - The Existing Credit Agreement is amended in its entirety to form the Amended Credit Agreement[10] - All necessary consents and approvals for the Amendment must be obtained[19] - The Company is required to pay all fees and charges to the Administrative Agent prior to the Effective Date[27] - Each Loan Party acknowledges and consents to all terms and conditions of the Amendment, affirming obligations under the Loan Documents[30] - The security interests and Liens granted to the Administrative Agent are in full force and effect, properly perfected, and enforceable[30] - No Default has occurred and is continuing or would result from the transactions contemplated by this Amendment[35] - Each New Lender represents that it has full power and authority to execute and deliver this Amendment and become a Lender under the Amended Credit Agreement[37] - The Amendment may be executed using Electronic Signatures and shall have the same legal effect as a paper record[42] - This Amendment is a Loan Document, a Lender Joinder Agreement, and an Incremental Facility Amendment[43] - The legality, validity, and enforceability of the remaining provisions of this Amendment shall not be affected if any provision is held to be illegal, invalid, or unenforceable[44] - The rights and obligations of the parties under this Amendment shall be governed by the laws of the State of New York[46] - The execution, delivery, and performance of this Amendment have been duly authorized by all necessary corporate action[31] - Each Lender party represents that the representations and warranties set forth in the Amended Credit Agreement are true and correct as of the Effective Date[41] Lender Commitments - Total Incremental Revolving B Commitments amount to $1,000,000,000, with applicable percentages distributed among various lenders[75] - JPMorgan Chase Bank, N.A. holds the largest commitment of $179,000,000, representing 17.9% of the total[75] - Barclays Bank PLC has a commitment of $125,000,000, accounting for 12.5% of the total[75] - PNC Bank, National Association and The Toronto-Dominion Bank, New York Branch each have commitments of $100,000,000, representing 10% of the total[75] - The smallest commitments include Fifth Third Bank and Société Générale, each with $25,000,000, or 2.5% of the total[75] - The total commitments reflect a diverse group of lenders, enhancing financial stability and flexibility for the borrowing entity[75] - The amendment of Schedule 2.01 indicates adjustments in the commitments and applicable percentages, with the total now at $1,500,000,000[77] - Bank of America, N.A. has a revised commitment of $159,059,925.13, representing 10.60% of the total after the amendment[77] - The total percentage of commitments remains at 100% across all lenders, ensuring full utilization of the available credit[77] - The structured commitments provide a robust framework for future financing needs and operational growth[75] Financial Compliance and Reporting - The Company must provide a Pro Forma Compliance Certificate demonstrating compliance with financial covenants[21] - The Company has committed to maintaining compliance with various financial covenants as outlined in the agreement[110] - The Company is required to provide regular financial statements and other information to the lenders[123] Financial Definitions and Metrics - The aggregate principal amount of Aggregate Revolving A Commitments is $1,275 million[110] - The aggregate principal amount of Aggregate Revolving B Commitments is $1,500 million[110] - The definition of "Alternative Currency Daily Rate" includes SONIA for Sterling and a designated rate for other currencies, with adjustments applicable if rates fall below zero[116] - "Alternative Currency Term Rate" is based on EURIBOR for Euros and TIBOR for Yen, with similar adjustments for other currencies, ensuring rates do not fall below zero[122] - The "Applicable Rate" for Term B-5 and Term B-6 Loans is set at 1.75% per annum for Term SOFR Loans and 0.75% per annum for Base Rate Loans[126] - The "Availability Period" for Revolving A Commitments extends from the Third Amendment Effective Date to the Maturity Date or termination of commitments[137] - "Attributable Indebtedness" includes capitalized amounts for Capital Leases and Synthetic Leases, reflecting obligations as if structured as secured loans[134] - The "Audited Financial Statements" for the fiscal year ended December 31, 2016, include consolidated balance sheets and income statements prepared in accordance with GAAP[135] - The "Bail-In Legislation" refers to laws applicable in the EEA and the UK regarding the resolution of failing financial institutions[139] - "Alternative Currency Equivalent" is determined by exchange rates referenced from Bloomberg, ensuring accurate currency conversions[118] - The "Applicable Percentage" for lenders is based on their commitments and outstanding loans, subject to adjustments as specified in the agreement[124] - "Assignee Group" consists of two or more Eligible Assignees that are Affiliates or Approved Funds managed by the same investment advisor[131] - The Base Rate is defined as the highest of the Federal Funds Rate plus 0.50%, Bank of America's prime rate, or Term SOFR plus 1.00%[141] - Base Rate Loans are only available to the Company or the Additional Borrower and are denominated in Dollars[143] - The term "Change in Law" includes any new laws or regulations affecting the agreement, including those from the Dodd-Frank Act and Basel III[154] - A "Change of Control" occurs if any person or group acquires 35% or more of the Parent's voting equity interests[155] Acquisitions and Financial Metrics - The Company has undergone the AFEX Acquisition, acquiring all issued and outstanding shares of Associated Foreign Exchange Holdings, Inc.[107] - The Comdata Acquisition involves the Parent acquiring all outstanding share capital of the Target as per the Merger Agreement[163] - Comdata Acquisition Costs include the purchase price, refinancing of existing debt, and related fees and expenses[164] - Consolidated Capital Expenditures for the Parent and its Subsidiaries are determined in accordance with GAAP and exclude certain expenditures[168] - Consolidated EBITDA for the most recent four fiscal quarters was calculated, including adjustments for non-recurring fees and projected cost savings[169] - Consolidated Net Income for the period was determined in accordance with GAAP, reflecting the overall profitability of the Parent and its Subsidiaries[173] - Consolidated Funded Indebtedness was assessed, excluding certain types of indebtedness, with a cap of $1.2 billion or 150% of Consolidated EBITDA[172] - Consolidated Interest Coverage Ratio was established, indicating the ability to cover interest expenses with EBITDA for the last four quarters[171] - Consolidated Leverage Ratio was calculated, providing insight into the debt levels relative to EBITDA for the most recent period[172] - Non-recurring or unusual fees, costs, and expenses were identified, with a limit on the amount added back to EBITDA not exceeding 10%[170] - Consolidated Working Capital was evaluated, excluding cash and cash equivalents, to assess liquidity[177] - The amount of "run rate" cost savings and synergies was projected, with specific criteria for identification and support[169] - Consolidated Tangible Assets were determined, excluding intangible assets, to provide a clearer picture of the company's asset base[176] - Consolidated Scheduled Funded Debt Payments were outlined, detailing the scheduled principal payments on funded indebtedness[175] Designated Borrowers and Jurisdictions - As of the Twelfth Amendment Effective Date, AllStar, FleetCor UK, and Lux 2 are the only Designated Borrowers[192] - "Designated Borrower Obligations" include all advances and debts of the Designated Borrowers, encompassing both direct and indirect liabilities[193] - The term "Designated Jurisdiction" includes regions subject to Sanctions, such as Crimea, Donetsk, Luhansk, Cuba, Iran, North Korea, and Syria[195] Miscellaneous Definitions - "Disposition" refers to the sale or transfer of property by any Loan Party or Subsidiary, excluding certain ordinary business transactions[196] - The term "Dollar" refers to lawful money of the United States[197] - "Dollar Equivalent" is defined as the equivalent amount in Dollars for any amount denominated in Alternative Currency[198] - A "Domestic Subsidiary" is any Subsidiary organized under U.S. laws or the District of Columbia[199] - The Domestic Swing Line Commitment is the amount set for each Domestic Swing Line Lender, subject to modification by agreement[200]

Production and Sales - Average daily crude oil production increased by 6% to 186,937 Bbls/d in Q3 2025, with total production at 410,225 Boe/d[4] - The company increased its full-year oil production guidance by 3.0 MBbls/d to 181.5 MBbls/d and total production guidance by 9.0 MBoe/d to 394.0 MBoe/d[13] - Net average daily production guidance for 2025 is updated to 398,000 Boe/d, with oil production at 182,000 Bbls/d[27] - Oil sales for the three months ended September 30, 2025, reached $1,113,847 thousand, compared to $1,099,318 thousand in the same period of 2024[29] - Average daily net production for oil increased to 186,937 Bbls/d in Q3 2025, up from 160,801 Bbls/d in Q3 2024[29] - Average sales price for oil per Bbl in Q3 2025 was $64.77, down from $74.31 in Q3 2024[29] Financial Performance - Adjusted free cash flow for Q3 2025 was $469 million, with cash provided by operating activities at $766 million[6] - Net income attributable to Class A Common Stock for the nine months ended September 30, 2025, was $595,669 thousand, down from $768,051 thousand in 2024[33] - Net income for the nine months ended September 30, 2025, was $717.05 million, down from $995.03 million in the same period of 2024, representing a decrease of about 28%[37] - Adjusted EBITDAX for the three months ended September 30, 2025, was $1.02 billion, compared to $904.98 million for the same period in 2024, indicating an increase of approximately 12.9%[41] - Adjusted free cash flow for Q3 2025 was $468,837,000, up from $302,691,000 in Q3 2024, representing a 55% increase[49] - Adjusted net income for Q3 2025 was $315,136,000, compared to $281,221,000 in Q3 2024, indicating a 12.1% increase[53] Capital Expenditures and Investments - Cash capital expenditures for Q3 2025 were $480 million, with drilling and completion costs reduced to approximately $725 per lateral foot, an 11% decrease from 2024[5] - Total cash capital expenditure program for 2025 is revised to $2,020 million, up from $1,920 million[27] - Year-to-date, the company has deployed over $800 million on high-quality acquisitions, continuing its disciplined acquisition strategy[12] Debt and Liquidity - Total debt was reduced by 11% quarter-over-quarter to $3.6 billion, with a leverage ratio of approximately 0.8x and total liquidity exceeding $2.6 billion[8] - Long-term debt decreased to $3.54 billion as of September 30, 2025, from $4.18 billion at December 31, 2024, a decrease of about 15.3%[35] - Net debt as of September 30, 2025, was $3.46 billion, with a net debt-to-LQA EBITDAX ratio of 0.8x, indicating a stable leverage position[43] Operating Expenses - Total controllable cash costs decreased by 6% quarter-over-quarter to $7.36 per Boe, driven by lower lease operating expenses[7] - Lease operating expenses per Boe decreased to $5.07 in Q3 2025 from $5.43 in Q3 2024[31] - Total operating expenses for the nine months ended September 30, 2025, were $2,702,951 thousand, compared to $2,385,772 thousand in 2024[33] Dividends and Shareholder Returns - The board declared a base dividend of $0.15 per share, representing an annualized yield of 4.8%[15] Market and Pricing - The company expects approximately 75% of 2026 natural gas production to be priced at Gulf Coast and DFW markets, improving pricing by approximately $1 per Mcf relative to Waha[14] - The average price for crude oil swaps in Q4 2025 is $70.99 per barrel, with a total volume of 5,244,000 barrels[54] - The company has natural gas swaps for Q4 2025 at an average price of $4.02 per MMBtu, with a total volume of 15,180,000 MMBtu[55] Stock and Shares - The company reported a total of 807.94 million adjusted basic weighted average shares outstanding for the three months ended September 30, 2025, compared to 794.36 million in 2024, an increase of approximately 1.8%[46] - Adjusted diluted weighted average shares outstanding increased to 846,217 in Q3 2025 from 836,909 in Q3 2024[53] Management and Strategy - The company expects to internally fund future exploration and development activities through adjusted operating cash flow and adjusted free cash flow[48] - The company’s management believes adjusted financial measures provide meaningful indicators of actual sources and uses of capital associated with operations[48]

Financial Performance - Revenue for Q3 2025 was $165.9 million, a decrease of 10.4% from $184.8 million in Q3 2024[2] - GAAP net income for Q3 2025 was $10.6 million, down 51.8% from $22.0 million in Q3 2024, resulting in diluted earnings per share of $0.17 compared to $0.36[3] - Non-GAAP net income for Q3 2025 was $21.8 million, a decline of 23.0% from $28.3 million in Q3 2024, with diluted earnings per share of $0.36 compared to $0.46[3] - Operating income for Q3 2025 was $10.55 million, down 56.7% from $24.34 million in Q3 2024[13] - Net income for Q3 2025 was $10,596 thousand, with Non-GAAP net income reaching $21,773 thousand, indicating a significant increase in profitability[19] - The company reported a basic net income per share of $0.18 (GAAP) and $0.36 (Non-GAAP) for Q3 2025, reflecting strong earnings performance[23] Future Projections - The company expects Q4 2025 revenue to be in the range of $155 million to $175 million[8] - GAAP diluted earnings per share for Q4 2025 are projected to be between ($0.07) and $0.05, while Non-GAAP diluted earnings per share are expected to range from $0.16 to $0.32[8] - The company anticipates Q4 2025 net sales guidance between $155 million and $175 million, with a projected Non-GAAP operating income of $11 million to $22 million[32] - Gross margin for Q4 2025 is expected to be between 36% and 39%, indicating a focus on maintaining profitability amid market fluctuations[32] Market and Product Development - The semiconductor market is experiencing strong momentum driven by AI and High-Performance Computing, contributing to new product traction in the MOCVD business[2] - Veeco has secured multiple orders for its 300mm Gallium Nitride single wafer and Arsenide Phosphide batch systems, indicating growth in product demand[2] - The pending merger with Axcelis is anticipated to expand technology and market opportunities for Veeco[2] - The company plans to continue investing in new product development and market expansion strategies to drive future growth[16] Expenses and Assets - Research and development expenses for Q3 2025 were $28.99 million, compared to $32.22 million in Q3 2024, reflecting a decrease of 10.3%[13] - Total assets increased to $1,289,911 thousand as of September 30, 2025, up from $1,251,577 thousand at December 31, 2024, representing a growth of approximately 3.1%[15] - Current liabilities decreased to $151,186 thousand in Q3 2025 from $192,282 thousand in Q4 2024, showing improved liquidity management[15] - Total stockholders' equity rose to $875,970 thousand as of September 30, 2025, compared to $770,770 thousand at the end of 2024, marking an increase of approximately 13.6%[15]

Sales Performance - The installed base of Light Delivery Devices (LDDs) reached 1,109 as of September 30, 2025, an increase from 888 at the same time in 2024, representing a growth of approximately 25%[107] - For the quarter ended September 30, 2025, the company sold 25 LDDs, a decrease of 53 units compared to the same period in 2024, indicating slower adoption of the RxSight technology[112] - LAL sales increased by 1,491 units year-over-year for the quarter ended September 30, 2025, totaling 26,045 units sold, primarily due to a larger LDD installed base[112] - Total sales for the three months ended September 30, 2025, were $30.34 million, a decrease from $35.31 million in the same period in 2024, reflecting a decline of approximately 14%[118] - Revenue from LALs for the three months ended September 30, 2025, was $25.69 million, compared to $24.23 million in 2024, marking an increase of about 6%[118] - Sales decreased by $5.0 million, or 14.1%, to $30.3 million for the three months ended September 30, 2025, primarily due to a 68% reduction in LDD sales[131] - For the nine months ended September 30, 2025, sales increased by $2.2 million, or 2.2%, to $101.9 million, driven by increased LAL sales[137] Financial Performance - The company expects to incur net losses and negative cash flows from operations in the near future due to increased costs associated with being a public company[110] - Net loss for the three months ended September 30, 2025, was $9.8 million, a 54.9% increase compared to the net loss of $6.3 million for the same period in 2024[131] - For the nine months ended September 30, 2025, net cash used in operating activities was $14.4 million, compared to $12.7 million for the same period in 2024, reflecting a net loss of $29.8 million in 2025 versus $21.5 million in 2024[150][151] - Net cash provided by financing activities for the nine months ended September 30, 2025, was $0.8 million, significantly lower than $120.3 million in 2024, which included proceeds from a public offering of $108.1 million[155][156] Cost and Expenses - SG&A expenses increased by $1.7 million, or 6.8%, to $27.3 million for the three months ended September 30, 2025, mainly due to increased selling and marketing costs[133] - Research and development expenses rose by $0.2 million, or 2.5%, to $9.0 million for the three months ended September 30, 2025, primarily due to increased overhead costs[134] - SG&A expenses for the nine months ended September 30, 2025, increased by $11.7 million, or 16.0%, to $85.0 million, largely due to higher selling and marketing costs[140] - Research and development expenses for the nine months ended September 30, 2025, increased by $4.5 million, or 17.8%, to $29.6 million, mainly due to increased personnel costs[141] Cash and Investments - As of September 30, 2025, the company had cash, cash equivalents, and short-term investments of $227.5 million, with an accumulated deficit of $651.9 million[144] - Net cash provided by investing activities for the nine months ended September 30, 2025, was $26.5 million, primarily from net maturities of short-term investments of $29.2 million, while in 2024, net cash used was $100.6 million due to net purchases of short-term investments of $96.0 million[153][154] - As of September 30, 2025, the company had cash and cash equivalents and short-term investments totaling $227.5 million, with $197.9 million in highly liquid money market and U.S. Treasury securities[165] Operational Strategy - The company plans to continue significant investments in sales, marketing, and research and development to drive adoption and enhance product offerings[110] - Research and development activities are focused on improving the RxSight system and expanding its indications, with potential future acquisitions to complement the product portfolio[109] - The company has integrated its clinical and sales teams into a unified Customer Success Organization to enhance customer experience and support long-term growth[108] - The company is focused on retaining current employees and hiring additional personnel, which may impact future operational capabilities[152] Market Conditions - The company is facing supply chain constraints and inflation, which may impact its ability to manufacture current and new products, potentially affecting financial condition and results of operations[162] - Uncertain macroeconomic conditions, including inflationary pressures and tariffs, may negatively impact the company's financial results and liquidity through 2025 and beyond[163] - The company does not have material exposure to changes in the fair value of cash and cash equivalents and short-term investments due to their short-term nature, with a hypothetical 1.00% change in interest rates not materially affecting interest income[165] - The company has de minimis amounts of revenue and expenses denominated in currencies other than U.S. dollars, indicating limited foreign currency exchange risk[166] - The gross margin is expected to fluctuate based on production volumes and manufacturing costs, with higher margins anticipated as LAL production increases[121] - Gross margin increased to 79.9% for the three months ended September 30, 2025, compared to 71.4% for the same period in 2024, driven by a higher percentage of revenue from LAL sales[132] - Gross margin for the nine months ended September 30, 2025, improved to 76.3% from 70.4% in the same period of 2024, attributed to a favorable product mix[138]

Table of Contents (Mark One) 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 September 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34899 Pulse Biosciences, Inc. (Exact name of registrant as specified in its charter) (State or other juri ...

Collaboration and Licensing Agreements - The company has entered into an exclusive option agreement with AbbVie Inc., granting AbbVie the option to obtain a co-exclusive license for reproxalap in the U.S. and an exclusive license outside the U.S., with an initial non-refundable payment of $1.0 million[97]. - AbbVie extended the option period by paying an additional non-refundable fee of $5.0 million, which will be credited against the upfront cash payment if the collaboration agreement is executed[98]. - Upon execution of the collaboration agreement, AbbVie will pay a $100.0 million upfront cash payment, with potential additional milestone payments of up to approximately $300.0 million[100]. - The company entered into an exclusive option agreement with AbbVie, granting them an option to obtain a co-exclusive license for reproxalap, with an initial non-refundable payment of $1.0 million[130]. - If the collaboration agreement is executed, AbbVie will pay a $100.0 million upfront cash payment, with potential additional milestone payments of up to $300.0 million[134]. Financial Performance and Expenses - Comprehensive loss for the nine months ended September 30, 2025, was $27.4 million, compared to $40.0 million for the same period in 2024, reflecting a decrease of 31.6%[113][116]. - Research and development expenses for the three months ended September 30, 2025, were $5.4 million, down 56.3% from $12.4 million in 2024, primarily due to a $4.4 million decrease in external clinical development costs[118][119]. - General and administrative expenses for the nine months ended September 30, 2025, were $7.2 million, a decrease of 27.2% from $9.9 million in 2024, attributed to lower personnel and legal costs[122][124]. - Net loss for the three months ended September 30, 2025, was $7.7 million, a reduction of 49.1% compared to $15.1 million in 2024[118]. - Total other income, net, for the nine months ended September 30, 2025, was $1.2 million, down 65.3% from $3.5 million in 2024, mainly due to lower investment balances[125]. Cash and Funding - As of September 30, 2025, the company had total stockholders' equity of approximately $49.2 million and cash, cash equivalents, and marketable securities of $75.3 million[126]. - The Hercules Credit Facility provides for a term loan of up to $60.0 million, with $15.0 million funded as of September 30, 2025, and interest-only payments until April 1, 2026[105]. - The Hercules Credit Facility has $15.0 million outstanding as of September 30, 2025, with interest-only payments until April 1, 2026[128][129]. - As of September 30, 2025, the company believes its cash, cash equivalents, and marketable securities will be sufficient to fund projected operating expenses and debt obligations into the second half of 2027[135]. - Net cash used in operating activities for the nine months ended September 30, 2025, was $28.0 million, a decrease from $31.2 million in the same period in 2024, primarily due to a decrease in net loss from research and development activities[138]. - Net cash provided by investing activities was $31.7 million for the nine months ended September 30, 2025, compared to net cash used of $43.4 million in the same period in 2024, indicating a significant improvement[139]. - Net cash provided by financing activities was $1.1 million for the nine months ended September 30, 2025, compared to a net cash outflow of $0.2 million in the same period in 2024, primarily from exercises of options[140]. - The company may need to secure additional funding in the future through equity or debt financings, collaborations, or other sources to support ongoing research and development activities[136]. - The company anticipates needing substantial additional capital for continued clinical development and potential commercialization activities[135]. Research and Development Outlook - The company expects research and development expenses to increase as it advances product candidates ADX-248, ADX-246, and others through preclinical and clinical development[106]. - The company does not expect reproxalap or any other product candidates to be commercially available before at least the second half of 2025[110]. - Approximately 40% of the total research and development expenses for the nine months ended September 30, 2025, were related to late-stage product candidates, primarily reproxalap[123]. - The company may license or acquire new immune-modulating approaches to expand its product candidate pipeline[102]. Regulatory and Compliance Considerations - The company will continue to incur costs related to compliance with the Sarbanes-Oxley Act and other regulatory requirements as a public company[137]. - Future funding requirements will depend on various factors, including the costs and outcomes of regulatory reviews and clinical trials for product candidates[135]. - The company faces economic uncertainties, including inflation and geopolitical instability, which could impact its ability to obtain financing on commercially reasonable terms[136].

Financial Performance - NextCure reported a net loss of $8.6 million for Q3 2025, a decrease from a net loss of $11.5 million in Q3 2024, reflecting lower research and development and general administrative costs[9]. - Research and development expenses were $6.1 million for Q3 2025, down from $8.8 million in Q3 2024, primarily due to reduced costs related to deprioritized programs[9]. - General and administrative expenses were $2.8 million for Q3 2025, down from $3.7 million in Q3 2024, mainly due to lower personnel costs[9]. Cash and Assets - Cash, cash equivalents, and marketable securities decreased to $29.1 million as of September 30, 2025, from $68.6 million as of December 31, 2024, a decline of $39.5 million[9]. - Total assets decreased to $39.6 million as of September 30, 2025, from $80.9 million as of December 31, 2024[14]. - Total stockholders' equity fell to $23.6 million as of September 30, 2025, compared to $65.5 million as of December 31, 2024[14]. Future Outlook - The company expects its current financial resources to be sufficient to fund operations into mid-2026[9]. - Proof of concept data readouts for SIM0505 and LNCB74 are expected in the first half of 2026[2]. Clinical Development - NextCure initiated U.S. enrollment in the Phase 1 trial for SIM0505 in October 2025, with plans to advance into higher-dose cohorts shortly[2]. - The FDA accepted a protocol amendment for LNCB74, allowing the addition of higher dose escalation cohorts[9].

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 September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33301 ACCURAY INCORPORATED (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or org ...