Financial Performance - Third quarter revenue totaled $851.6 million, reflecting a 4.4% increase year-over-year[4] - Net income attributable to Acadia was $36.2 million, or $0.40 per diluted share, down from $0.74 per diluted share in the prior-year period[4] - Adjusted EBITDA for the quarter was $173.0 million, down from $194.3 million in the prior-year period[8] - Revenue for the three months ended September 30, 2025, was $851,573,000, representing a 4.4% increase from $815,634,000 in the same period of 2024[30] - Net income attributable to Acadia Healthcare Company, Inc. for the three months ended September 30, 2025, was $36,246,000, down from $68,132,000 in the same period of 2024, reflecting a decrease of 46.8%[30] - Adjusted EBITDA for the three months ended September 30, 2025, was $210,779,000, a decrease of 8.4% compared to $230,091,000 in the same period of 2024[37] - Adjusted income attributable to Acadia Healthcare Company, Inc. for Q3 2025 was $64,828 thousand, down 22.9% from $84,079 thousand in Q3 2024[40] - Adjusted income per diluted share for Q3 2025 was $0.72, compared to $0.91 in Q3 2024, representing a decline of 20.9%[40] Operational Metrics - Same facility revenue increased by 3.7%, driven by a 2.3% rise in revenue per patient day and a 1.3% increase in patient days[4] - Acadia added 429 new beds in the third quarter, with a total of 908 beds added in the first nine months of 2025[12] - Patient days for the three months ended September 30, 2025, were 830,165, an increase of 1.8% from 815,126 in the same period of 2024[37] - Admissions for the three months ended September 30, 2025, increased by 5.7% to 54,450 from 51,513 in the same period of 2024[37] - The average length of stay decreased to 15.2 days for the three months ended September 30, 2025, down from 15.8 days in the same period of 2024, a decline of 3.6%[37] Guidance and Expectations - The company is lowering its full-year revenue guidance to a range of $3.28 billion to $3.30 billion, down from $3.30 billion to $3.35 billion[4] - The company expects startup losses in the range of $60 million to $65 million for the year[23] Financial Position - As of September 30, 2025, Acadia had $118.7 million in cash and cash equivalents and $786.7 million available under its revolving credit facility[19] - Total current assets increased to $747,956,000 as of September 30, 2025, from $577,492,000 as of December 31, 2024, marking a 29.5% increase[32] - Cash and cash equivalents at the end of the period were $118,693,000, up from $76,305,000 at the beginning of the period, indicating a 55.6% increase[34] - Long-term debt as of September 30, 2025, was $2,284,773,000, an increase from $1,880,093,000 as of December 31, 2024, reflecting a 21.5% increase[32] - The company reported a net cash provided by operating activities of $218,191,000 for the nine months ended September 30, 2025, compared to $12,992,000 for the same period in 2024[34] Costs and Expenses - Transaction, legal, and other costs for Q3 2025 amounted to $42,919 thousand, significantly higher than $8,249 thousand in Q3 2024[40] - Interest expense for the nine months ended September 30, 2025, increased to $100,939 thousand, compared to $86,297 thousand in 2024, reflecting a rise of 16.9%[39] - Depreciation and amortization for the nine months ended September 30, 2025, was $143,495 thousand, up from $110,054 thousand in 2024, indicating a growth of 30.4%[39] Adjusted Metrics - Acadia excludes gains from facility property sales from Adjusted EBITDA as they are not indicative of ongoing operating results[58] - General and administrative costs related to corporate functions are excluded from Total Facility Adjusted EBITDA to present core operations performance[59] - Same Facility Adjusted EBITDA excludes amounts from newly developed and acquired facilities in operation for less than one year to provide comparable performance metrics[61] - The income tax effect of adjustments to income is based on tax rates of 19.8% and 26.3% for the three months ended September 30, 2025 and 2024, respectively[62]

Exhibit 99.1 Pulse Biosciences Reports Business Updates and Third Quarter 2025 Financial Results HAYWARD, California. [Business Wire] – November 5, 2025. Pulse Biosciences, Inc. (Nasdaq: PLSE), a company leveraging its novel nPulse™ technology using its proprietary Nanosecond Pulsed Field Ablation™ (nanosecond PFA or nsPFA™) energy, today announced business updates and financial results for the third quarter ended September 30, 2025. Recent Business Highlights Soft Tissue Ablation Surgical AF Ablation Endoc ...

[Engagement Agreement Overview](index=1&type=section&id=Engagement%20Agreement%20Overview) This section outlines the formal engagement of Dedication Capital, LLC and Steven F. Mayer as the Company's Transformation Board Sponsor, detailing the scope of services, term, compensation, expense reimbursement, confidentiality obligations, and other legal and operational terms of their independent contractor relationship [1.1 Appointment and Services](index=1&type=section&id=1.1%20Appointment%20and%20Services) Steven F. Mayer is appointed as Transformation Board Sponsor, serving for a defined term with duties and reporting structures specified in Schedule 1. The agreement allows for other professional activities as long as they don't conflict or interfere with the Sponsor's role - Steven F. Mayer appointed **Transformation Board Sponsor** upon acceptance of agreement terms[2](index=2&type=chunk) - Service scope, authority, and reporting are detailed in **Schedule 1**[2](index=2&type=chunk) - Permitted to engage in other activities, provided they don't materially interfere or conflict with the Sponsor role and confidentiality is maintained[2](index=2&type=chunk) [1.2 Term, Time, Location and Compensation](index=1&type=section&id=1.2%20Term%2C%20Time%2C%20Location%20and%20Compensation) This section specifies the start and end dates of the engagement, the expected time commitment, and the general framework for compensation and work location, with specifics deferred to Schedule 2 Engagement Term | Metric | Date | | :----- | :--- | | Start Date | October 20, 2025 | | End Date | October 19, 2026 | - Services to be performed at Company offices in Madison, Wisconsin, other Company facilities, and remotely (e.g., Los Angeles, California)[3](index=3&type=chunk) - Details for time devoted and compensation are set forth on **Schedule 2**[3](index=3&type=chunk) [1.3 Reimbursement of Expenses](index=2&type=section&id=1.3%20Reimbursement%20of%20Expenses) The Company will reimburse Dedication Capital and Steven F. Mayer for ordinary, reasonable out-of-pocket business expenses, including travel, with specific provisions for first-class air travel and luxury ground transportation - Reimbursement for ordinary, reasonable out-of-pocket business expenses, including travel costs[4](index=4&type=chunk) - Entitled to **first-class** (or business class if unavailable) air travel and reasonable luxury ground transportation and hotel accommodations[4](index=4&type=chunk) - Option to fly private, with reimbursement capped at the cost of a **first-class refundable commercial ticket** for the same route and date[4](index=4&type=chunk) - Expenses reimbursed within **twenty (20) business days** after Company's receipt of evidence of payment[4](index=4&type=chunk) [1.4 Confidentiality](index=2&type=section&id=1.4%20Confidentiality) This section defines 'Confidential Information' and outlines strict obligations for Dedication Capital and Steven F. Mayer to maintain confidentiality, with specific exceptions for legal requirements or necessary business operations. It also details remedies for breach, procedures for returning information, non-disparagement clauses, and trade secret protections [1.4.1 Definition and Scope](index=2&type=section&id=1.4.1%20Definition%20and%20Scope) - **Confidential Information** includes strategies, operations, customers, channel partners, suppliers, and financial information[5](index=5&type=chunk) - Exclusions: information generally available to the public (not due to breach), previously available non-confidentially, independently developed, or received non-confidentially from a non-bound third party[5](index=5&type=chunk) [1.4.2 Permitted Disclosures and Usage](index=2&type=section&id=1.4.2%20Permitted%20Disclosures%20and%20Usage) - **Confidential Information** to be used solely in connection with services to the Company[6](index=6&type=chunk) - Permitted disclosures include: in response to legal process (with notice to Company if possible), required by law/regulation, to Company representatives/advisors, necessary for services, or to financial/tax/legal/accounting advisors[6](index=6&type=chunk) [1.4.3 Remedies for Breach](index=3&type=section&id=1.4.3%20Remedies%20for%20Breach) - **Money damages are not a sufficient remedy** for breach of confidentiality; Company is entitled to **equitable relief**, including temporary/permanent injunction and specific performance, without bond if permitted[8](index=8&type=chunk) [1.4.4 Return of Information and Work Product](index=3&type=section&id=1.4.4%20Return%20of%20Information%20and%20Work%20Product) - Upon termination, Dedication Capital and Steven F. Mayer must make all **Confidential Information** and **Work Product** available to the Company upon request and at the Company's sole cost and expense[9](index=9&type=chunk) - **Work Product** includes all writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials created or reduced to practice during services[9](index=9&type=chunk) [1.4.5 Non-Disparagement](index=3&type=section&id=1.4.5%20Non-Disparagement) - Both parties agree not to make false, misleading, or disparaging statements about the other, their affiliates, products, services, management, employees, or customers[10](index=10&type=chunk) - Exception: Disparaging statements are permitted to the Company or its representatives in the course of, and in furtherance of, providing services[10](index=10&type=chunk) [1.4.6 Trade Secrets Act Notification](index=3&type=section&id=1.4.6%20Trade%20Secrets%20Act%20Notification) - Notified that disclosure of trade secrets is not criminally or civilly liable under the **Defend Trade Secrets Act** if made in confidence to a government official or attorney for reporting suspected law violations, or under seal in a lawsuit[11](index=11&type=chunk) [1.5 Nature of Relationship](index=3&type=section&id=1.5%20Nature%20of%20Relationship) Clarifies that Dedication Capital is an independent contractor, not an employee, agent, or joint venturer, and is solely responsible for their own tax consequences and not entitled to employee benefits - **Dedication Capital** and **Steven F. Mayer** are **independent contractors**, not employees, agents, or joint venturers of the Company[12](index=12&type=chunk) - Not entitled to any compensation or benefits offered by the Company to its employees (e.g., medical, dental, 401(k))[12](index=12&type=chunk) - Solely responsible for any **tax consequences** and payment/withholding of federal, state, or local taxes[12](index=12&type=chunk) [1.6 Acknowledgements](index=4&type=section&id=1.6%20Acknowledgements) This section includes mutual acknowledgements regarding termination rights, the handling of material nonpublic information, the permissibility of Steven F. Mayer's other professional engagements, and mutual representations and warranties [1.6.1 Termination Rights](index=4&type=section&id=1.6.1%20Termination%20Rights) - Both the Company and Dedication Capital/Steven F. Mayer have the right to terminate the Term (with or without cause) in their sole discretion, subject to terms in **Schedule 2**[14](index=14&type=chunk) [1.6.2 Material Nonpublic Information](index=4&type=section&id=1.6.2%20Material%20Nonpublic%20Information) - Acknowledges that received **Confidential Information** may contain **material nonpublic information**, and that U.S. securities laws prohibit **insider trading** or communicating such information for trading purposes[15](index=15&type=chunk) [1.6.3 Permitted Outside Activities](index=4&type=section&id=1.6.3%20Permitted%20Outside%20Activities) - Company acknowledges that Steven F. Mayer may provide services and advice to others, even if conflicts arise, as long as they do not materially conflict or interfere with his services as **Transformation Board Sponsor**[16](index=16&type=chunk) [1.6.4 Party Representations and Warranties](index=4&type=section&id=1.6.4%20Party%20Representations%20and%20Warranties) - Each party represents and warrants having requisite power/authority to execute and perform obligations, due authorization, no conflict with other agreements, and that the agreement is legal, valid, and binding[17](index=17&type=chunk) [1.7 Taxes](index=4&type=section&id=1.7%20Taxes) Reaffirms that Dedication Capital and Steven F. Mayer are solely responsible for all income, employment, and other taxes related to the agreement, including timely remittance to relevant agencies - **Dedication Capital** and **Steven F. Mayer** are solely responsible for the payment and withholding of all income, employment, and other taxes attributable to them under this Agreement[18](index=18&type=chunk) - They or their affiliates shall timely remit all taxes to the **Internal Revenue Service** and any other required governmental agencies[18](index=18&type=chunk) [1.8 Section 409A Compliance](index=5&type=section&id=1.8%20Section%20409A%20Compliance) States the parties' intent for the agreement's payments and benefits to comply with or be exempt from Internal Revenue Code Section 409A, with specific rules for expense reimbursements and installment payments - Intent is for payments and benefits to comply with or be exempt from **Internal Revenue Code Section 409A**[19](index=19&type=chunk) - Reimbursement rules: right not subject to liquidation/exchange, amount not affecting other years, payments within **30 days** of expense, and not extending beyond **10 years** post-lifetime[19](index=19&type=chunk) - Right to receive installment payments treated as a right to receive a series of separate and distinct payments for **409A** purposes[19](index=19&type=chunk) [1.9 General Compliance](index=5&type=section&id=1.9%20General%20Compliance) Dedication Capital and Steven F. Mayer agree to comply with all applicable laws and Company policies, including periodic certifications regarding non-trading on material non-public information - **Dedication Capital** and **Steven F. Mayer** will comply with all applicable laws and material Company policies/instructions[20](index=20&type=chunk) - Expected to provide periodic certifications affirming no trading on **material non-public information** regarding Company securities[20](index=20&type=chunk) [1.10 Indemnification](index=5&type=section&id=1.10%20Indemnification) The Company agrees to indemnify Dedication Capital, Steven F. Mayer, and their affiliates to the same extent and terms as provided in a separate Indemnification Agreement dated June 6, 2025, for all services under this agreement - Company shall **indemnify, defend, and hold harmless Dedication Capital**, its officers, managers, equityholders, **Steven F. Mayer**, and their affiliates ('Indemnified Parties')[21](index=21&type=chunk) - Indemnification is to the same extent and terms as the **Accuray Incorporation Indemnification Agreement dated June 6, 2025**, for all services under this Agreement[21](index=21&type=chunk) - **Steven F. Mayer** retains rights under the Indemnification Agreement and Company's director and officer insurance coverage for services and as a director[21](index=21&type=chunk) [1.11 Matters Relating to Equity Awards](index=5&type=section&id=1.11%20Matters%20Relating%20to%20Equity%20Awards) The Company commits to promptly register Initial Restricted Shares and shares from PSAs with the SEC and state authorities, ensuring they are freely tradeable after vesting. It also defines 'vest' and 'vesting' for these awards - Company shall promptly register **Initial Restricted Shares** and all shares from **PSAs** with the **SEC** and under applicable state securities laws[22](index=22&type=chunk) - Company will use reasonable best efforts to keep registration statements effective and ensure shares are **freely tradeable** after vesting[22](index=22&type=chunk) - Definition of 'vest'/'vesting': **full and unrestricted title** to shares/PSAs, free of encumbrance, with full rights to make investment decisions and transfer[22](index=22&type=chunk) [1.12 Termination Provisions](index=6&type=section&id=1.12%20Termination%20Provisions) Either party can terminate the Term with 30 days' written notice, subject to specific termination payments and provisions in Schedule 2. Certain sections of the agreement survive termination, and termination of this agreement does not affect Steven F. Mayer's role as a Board Director, unless he is removed from the Board - Either party may terminate the Term with **30 days' prior written notice**, subject to termination payments and provisions in **Schedule 2**[24](index=24&type=chunk) - **Sections 3 through 18** and **Schedule 2** survive any termination of the agreement[24](index=24&type=chunk) - Termination of this agreement does not terminate **Steven F. Mayer's membership on the Company's Board of Directors**; however, removal from the Board during the Term is deemed a concurrent termination of this agreement[24](index=24&type=chunk) [1.13 Entire Agreement and Assignment](index=6&type=section&id=1.13%20Entire%20Agreement%20and%20Assignment) This agreement constitutes the complete understanding between the parties, superseding prior agreements. It is binding on successors and assigns, but generally non-assignable by the Company or Steven F. Mayer, except Dedication Capital may assign to Steven F. Mayer or entities he controls. It also clarifies that this agreement does not amend Steven F. Mayer's director services - This Agreement constitutes the **complete and exclusive statement of understanding**, superseding all other prior agreements, oral or written[25](index=25&type=chunk) - The Company cannot assign this Agreement. **Dedication Capital** or **Steven F. Mayer** cannot assign, except **Dedication Capital** may assign to **Steven F. Mayer** or any person directly or indirectly controlled by him[25](index=25&type=chunk) - This Agreement does not amend, modify, or interfere with **Steven F. Mayer's services as a member of the Company's Board of Directors**[25](index=25&type=chunk) [1.14 Miscellaneous Legal Provisions](index=6&type=section&id=1.14%20Miscellaneous%20Legal%20Provisions) This section covers standard legal clauses including execution in counterparts, governing law, jurisdiction for court proceedings, and mandatory arbitration for most disputes [1.14.1 Counterparts](index=6&type=section&id=1.14.1%20Counterparts) - Agreement may be executed in **counterparts**, including by electronic signature or PDF, each deemed an original[26](index=26&type=chunk) [1.14.2 Governing Law](index=6&type=section&id=1.14.2%20Governing%20Law) - Agreement and all related claims are governed by, and enforced in accordance with, the internal laws of the **State of Delaware**[27](index=27&type=chunk) [1.14.3 Jurisdiction of Courts](index=6&type=section&id=1.14.3%20Jurisdiction%20of%20Courts) - Legal proceedings for disputes expressly permitted by **Section 4(c)** (confidentiality breach remedies) shall be initiated in federal or state courts located in **New York, New York**[28](index=28&type=chunk) [1.14.4 Arbitration](index=6&type=section&id=1.14.4%20Arbitration) - Except for **Section 16**, any dispute, controversy, or claim arising out of or related to this Agreement shall be submitted to and decided by **binding arbitration**[29](index=29&type=chunk) - Arbitration administered by the **American Arbitration Association** in **Chicago, Illinois**, before a single arbitrator, in accordance with Commercial Arbitration Rules[30](index=30&type=chunk) - Arbitration shall proceed only on an **individual basis**; parties waive rights to **jury trial** and **class/collective claims**[30](index=30&type=chunk) [1.14.5 Notices](index=7&type=section&id=1.14.5%20Notices) - All notices must be in writing and delivered personally, by **certified mail (return receipt requested)**, or by Federal Express/similar overnight service[31](index=31&type=chunk) - Specific addresses provided for **Accuray Incorporated**, **Steven F. Mayer/Dedication Capital**, and **Shiels PLLC**[31](index=31&type=chunk) [1.15 Signatures](index=8&type=section&id=1.15%20Signatures) This section contains the formal signatures of Joseph E. Whitters for Accuray Incorporated and Steven F. Mayer for Dedication Capital, LLC and himself, acknowledging and accepting the agreement - Agreement signed by **Joseph E. Whitters** (Chairperson of the Board of Directors for **Accuray Incorporated**) and **Steven F. Mayer** (Chief Executive Officer for **Dedication Capital, LLC** and individually)[32](index=32&type=chunk) - Dated as of **October 18, 2025**[32](index=32&type=chunk) [Schedule 1 - Services and Permitted Activities](index=9&type=section&id=Schedule%201%20-%20Services%20and%20Permitted%20Activities) This schedule details Steven F. Mayer's specific responsibilities as Transformation Board Sponsor, his reporting lines, the scope of his authority, and a list of other professional activities he is permitted to undertake [2.1 Transformation Board Sponsor Services](index=9&type=section&id=2.1%20Transformation%20Board%20Sponsor%20Services) Steven F. Mayer is primarily responsible for leading the Company's strategic, organizational, cultural, and operational transformation initiatives, assisting the CEO, and establishing and directing a Transformation Office - Primarily responsible for leading the Company's planning and execution of **strategic, organizational, cultural, and operational initiatives and transformation**, in consultation with the CEO[36](index=36&type=chunk) - Assist in onboarding the CEO and consult on Company matters like product/service improvements, R&D, sales/marketing, HR, compensation, communications, finance, budgeting, and IT[36](index=36&type=chunk) - Establish and solely direct a **Transformation Office**, leading **FTI Consulting** (or similar consultants) within its scope, with reasonable consultation with the CEO[36](index=36&type=chunk) [2.2 Reporting Structure](index=9&type=section&id=2.2%20Reporting%20Structure) Steven F. Mayer reports directly to the Company's Board of Directors, and the Transformation Office, its members, and external consultants report directly to him - Reports only to, and directly to, the **Company's Board of Directors**[36](index=36&type=chunk) - The Company's **Transformation Office**, its members, and **FTI Consulting** (or similar consultants) report directly to **Steven F. Mayer**[36](index=36&type=chunk) - Other management team members, as agreed with the CEO, shall have dotted line reporting to **Steven F. Mayer**[36](index=36&type=chunk) [2.3 Authority](index=9&type=section&id=2.3%20Authority) Steven F. Mayer has the necessary authority to direct his direct/indirect reports, bind the Company to the same extent as the CEO (subject to limits), and plan/carry out his services, with the Board adopting necessary resolutions - Authority to direct and control individuals directly or indirectly reporting to him[36](index=36&type=chunk) - Authority to bind the Company to the same extent, and subject to the same limits and authority matrix, as the **CEO**[36](index=36&type=chunk) - Authority necessary to plan and carry out all summarized services[36](index=36&type=chunk) [2.4 Permitted Outside Activities](index=9&type=section&id=2.4%20Permitted%20Outside%20Activities) Lists specific external roles Steven F. Mayer is permitted to hold, including board memberships, co-founding AI startups, and advisory positions - Serving as a member of the board of directors for **Pace Industries**, **Landmark Structures**, and **Revolution Space**[36](index=36&type=chunk) - **Co-founder** and related activities for two **AI-based technology startups**[36](index=36&type=chunk) - Senior strategic advisor to **Red Arts Capital Management** and successor or affiliated entities[36](index=36&type=chunk) - Chairman of Operations Advisory Council of **TCW Private Credit group**[36](index=36&type=chunk) - Senior advisor to **Cerberus Capital Management, LP** and its portfolio companies or affiliated entities[36](index=36&type=chunk) [Schedule 2 - Time and Compensation](index=10&type=section&id=Schedule%202%20-%20Time%20and%20Compensation) This schedule details the time commitment expected from Steven F. Mayer, his compensation structure including base fees, annual incentives, benefits, and equity awards, as well as provisions for termination and specific definitions [3.1 Time Commitment](index=10&type=section&id=3.1%20Time%20Commitment) Steven F. Mayer will devote the time reasonably necessary for his obligations, understanding that the role is not full-time and allows for reasonable vacations - Devote time reasonably necessary to satisfy obligations; position not intended or expected to occupy **full business time or attention**[38](index=38&type=chunk) - Entitled to take reasonable vacations and holidays during the Term[38](index=38&type=chunk) [3.2 Compensation Structure](index=10&type=section&id=3.2%20Compensation%20Structure) Outlines the various components of compensation, including a base consulting fee, annual cash incentives based on performance metrics, specific benefits, and a detailed equity award package comprising Initial Restricted Shares and Performance Stock Awards (PSAs) [3.2.1 Base Consulting Fee](index=10&type=section&id=3.2.1%20Base%20Consulting%20Fee) Base Consulting Fee | Metric | Amount | | :----- | :----- | | Annual Fee | $600,000 | | Payment Frequency | Equal monthly installments | [3.2.2 Annual Incentive](index=10&type=section&id=3.2.2%20Annual%20Incentive) Annual Incentive Awards | Period | Target Amount | Minimum Amount | | :----- | :------------ | :------------- | | FY ending June 30, 2026 (8.5 months) | $531,250 (125% of annual target) | $265,625 (50% of target) | | FY quarter ending Sep 30, 2026 (3.5 months) | $218,750 (125% of annual target) | $109,375 (50% of target) | - Awards based on **performance metrics** determined by the Board in consultation with **Steven F. Mayer**, in accordance with the Company's executive bonus plan[39](index=39&type=chunk) - **EBITDA** for annual cash incentive calculated consistently with the Company's financing agreement with **TCW**[39](index=39&type=chunk) [3.2.3 Benefits](index=10&type=section&id=3.2.3%20Benefits) - Office in Madison, WI headquarters appropriate for a senior executive officer - Shared secretarial assistance - Company laptop computer and IT department assistance - Corporate credit card - Reimbursement of up to $50,000 for legal expenses related to the agreement and equity arrangements [3.2.4 Equity Award Details](index=10&type=section&id=3.2.4%20Equity%20Award%20Details) Equity Awards | Award Type | Shares | Plan | Vesting Conditions | | :----------- | :----- | :--- | :----------------- | | Initial Restricted Shares | 1,250,000 (aggregate) | 2016 Plan & 2026 Plan | Cliff vest on one-year anniversary of grant date, subject to continued service. | | Performance Stock Awards (PSAs) | 1,250,000 | 2026 Plan | Vesting based on 30-day VWAP targets and cutoff dates, no earlier than one-year anniversary of grant date, subject to continued service. | PSA Vesting Price Tiers | Shares | VWAP Target | Cutoff Date | | :----- | :---------- | :---------- | | 375,000 | ≥ $2.00 | Sep 30, 2027 | | 375,000 | ≥ $2.50 | Sep 30, 2029 | | 500,000 | ≥ $3.00 | Sep 30, 2031 | - Upon a **Change in Control**, all then outstanding and unvested equity awards (**Initial Restricted Shares** and **PSAs** that achieved **VWAP** or whose cutoff date occurs after change in control) shall immediately vest in full[41](index=41&type=chunk) - If **Initial Restricted Shares** vest and the trading price exceeds the public announcement price of the agreement, a **one-time cash payment** equal to **40%** of the excess amount multiplied by **1,250,000 shares** (or pro-rata for tranches) will be made[41](index=41&type=chunk) [3.3 Termination Compensation and Vesting](index=12&type=section&id=3.3%20Termination%20Compensation%20and%20Vesting) Specifies the compensation and equity vesting treatment upon various termination scenarios, including termination without cause, for good reason, or due to death/disability, and termination for cause or without good reason - **Termination without Cause, for Good Reason, or due to Death/Disability:** - Lump sum cash payment: Remaining base consulting fee ($600,000 minus paid amount) plus target annual incentive for FY2026 and Q1 FY2027 (minus paid amount) - Equity Vesting: Initial Restricted Shares fully vest; unvested PSAs with met performance goals fully vest; unvested PSAs with unmet goals remain eligible to vest through cutoff date - Ungranted Awards: Ungranted RSAs/PSAs will be granted if possible, or a cash amount in lieu based on VWAP or applicable vesting price - **Termination for Cause or without Good Reason:** - No consulting fee for any period following termination date - Forfeiture of any then unvested Initial Restricted Shares and PSAs (or cash award in lieu) - If Term ends on End Date due to completion of services, continued service requirement is met for unvested **Initial Restricted Shares** and **PSAs**; those with met performance goals continue vesting, and unmet **PSAs** remain eligible[43](index=43&type=chunk) [3.4 2026 Plan Effectiveness and Cash Payment](index=14&type=section&id=3.4%202026%20Plan%20Effectiveness%20and%20Cash%20Payment) If the 2026 Plan is not approved by stockholders by January 31, 2026, a cash payment will be made in lieu of ungranted Initial Restricted Shares and PSAs, calculated based on VWAP or vesting price - If the **2026 Plan** is not approved by stockholders by **January 31, 2026** (**Grant Deadline Date**), the Company will pay a **cash amount** in lieu of ungranted equity[43](index=43&type=chunk) 2026 Cash Payment Calculation (if 2026 Plan not approved) | Ungranted Award Type | Calculation | | :------------------- | :---------- | | Initial Restricted Shares | Number of shares × greater of (30-day VWAP or 10-day VWAP) as of Grant Deadline Date. | | PSAs | Number of shares × greater of (10-day VWAP or applicable VWAP vesting price) as of Grant Deadline Date. | [3.5 Non-Duplication of Benefits](index=14&type=section&id=3.5%20Non-Duplication%20of%20Benefits) Ensures that if the 2026 Cash Payment is received, Steven F. Mayer will not also receive the corresponding ungranted equity awards or the Cash Award for qualifying terminations, preventing double benefits - To avoid duplication, if the **2026 Cash Payment** is received in full, **Steven F. Mayer** will not also receive the **Initial Restricted Shares** and **PSAs** that remained ungranted[43](index=43&type=chunk) - If the **2026 Cash Payment** is received, **Steven F. Mayer** will receive only the **2026 Cash Payment** and not the Cash Award for qualifying terminations[43](index=43&type=chunk) [3.6 Definitions (Cause, Good Reason)](index=14&type=section&id=3.6%20Definitions%20(Cause%2C%20Good%20Reason)) Provides specific definitions for 'Cause' (Company termination) and 'Good Reason' (Steven F. Mayer/Dedication Capital termination), outlining the conditions and cure periods for each - **'Cause' Definition:** Termination by Company for (a) conviction of felony involving fraud, corruption, violence, or moral turpitude; (b) repeated intentional acts of dishonesty with material adverse financial effect or substantial damage to reputation; or (c) material uncured breach of agreement with material adverse effect on Company's financial condition, cash flow, or operations, after 30 days' written notice - **'Good Reason' Definition:** Termination by Steven F. Mayer/Dedication Capital if (a) Company fails to provide compensation, expense reimbursement, or benefits as set forth; or (b) Company materially breaches agreement affecting compensation, benefits, duties, authority, reporting, or reputation. Requires 90 days' notice and a 30-day cure period - Specific '**Good Reason**' triggers include failure to grant **2026 Awards** within **30 days** of **2026 Plan** approval, or failure to grant the first tranche of **Initial Restricted Shares** within **30 days** of agreement execution[44](index=44&type=chunk) [Exhibit A - 2016 Equity Incentive Plan Restricted Stock Award Agreement](index=16&type=section&id=Exhibit%20A%20-%202016%20Equity%20Incentive%20Plan%20Restricted%20Stock%20Award%20Agreement) This exhibit provides the standard form for Restricted Stock Award Agreements under the Company's Amended and Restated 2016 Equity Incentive Plan, detailing the grant notice, vesting schedule, and general terms and conditions for participants [4.1 Notice of Restricted Stock Grant](index=17&type=section&id=4.1%20Notice%20of%20Restricted%20Stock%20Grant) This section serves as the formal notification of a Restricted Stock Grant under the 2016 Plan, outlining key details such as the participant's name, grant date, vesting commencement date, total shares, and the specific vesting schedule. It also includes instructions for accepting or rejecting the award - Formal notification of a **Restricted Stock Grant** under the **Accuray Incorporated Amended and Restated 2016 Equity Incentive Plan**[47](index=47&type=chunk) - Includes Participant Name, Grant Number, Date of Grant, Vesting Commencement Date, Total Number of Shares of Restricted Stock, and Vesting Schedule - Participant must notify the Company by the **fifteenth (15th) day** of the month following the Date of Grant to reject the Award; otherwise, it is deemed accepted[47](index=47&type=chunk)[49](index=49&type=chunk) [4.2 Terms and Conditions of Restricted Stock Grant](index=19&type=section&id=4.2%20Terms%20and%20Conditions%20of%20Restricted%20Stock%20Grant) This sub-section details the comprehensive terms governing the Restricted Stock Grant, including vesting rules, forfeiture conditions upon termination, tax obligations (including 83(b) election), stockholder rights, transfer restrictions, escrow procedures, and various general legal and administrative provisions [4.2.1 Grant and Vesting](index=19&type=section&id=4.2.1%20Grant%20and%20Vesting) - Grant of **Shares of Restricted Stock** is subject to the Award Agreement and the **2016 Plan**[53](index=53&type=chunk) - Shares vest in accordance with the vesting provisions in the Notice of Grant, contingent on **continuous service** as a Service Provider from the Date of Grant until vesting occurs[54](index=54&type=chunk) - The Administrator, in its discretion, may **accelerate the vesting** of unvested Shares of Restricted Stock[55](index=55&type=chunk) [4.2.2 Forfeiture and Termination](index=19&type=section&id=4.2.2%20Forfeiture%20and%20Termination) - If Participant ceases to be a Service Provider for any reason, then-unvested **Shares of Restricted Stock** will be **forfeited** and automatically reacquired by the Company at no cost[56](index=56&type=chunk) - Participant will not be entitled to a refund of the price paid for any forfeited Shares[56](index=56&type=chunk) [4.2.3 Tax Obligations](index=20&type=section&id=4.2.3%20Tax%20Obligations) - Participant is solely responsible for all federal, national, state, non-U.S., and local **tax and social insurance liabilities** ('Tax Obligations') related to the **Shares of Restricted Stock**[58](index=58&type=chunk) - U.S. taxpayers may elect to be taxed at the time of grant by filing a **Section 83(b) Election** with the **IRS** within **thirty (30) days** from the date of grant; Participant is solely responsible for filing this form[58](index=58&type=chunk) - **Withholding Obligations** can be satisfied by cash, **Net Share Withholding**, withholding from wages, delivering owned shares, or '**Sell to Cover**' (default method, except for 83(b) Election withholding). Failure to make satisfactory arrangements for payment of Withholding Obligations results in **permanent forfeiture of shares**[60](index=60&type=chunk)[61](index=61&type=chunk)[63](index=63&type=chunk) [4.2.4 Stockholder Rights and Service Guarantee](index=22&type=section&id=4.2.4%20Stockholder%20Rights%20and%20Service%20Guarantee) - Participant acquires **stockholder rights (voting, dividends)** only upon issuance, recordation, and delivery of shares[64](index=64&type=chunk) - The vesting of shares is earned only by continuing as a **Service Provider**, and the Award Agreement does not constitute an express or implied promise of continued engagement[66](index=66&type=chunk) [4.2.5 Transferability and Nature of Grant](index=23&type=section&id=4.2.5%20Transferability%20and%20Nature%20of%20Grant) - Unvested Shares and associated rights are **not transferable, assignable, pledged, or hypothecated**, and any attempt to do so results in forfeiture[67](index=67&type=chunk) - The grant is **voluntary and occasional**, does not create a right to future grants, and is not intended to replace pension rights or be part of normal compensation for severance or retirement purposes[68](index=68&type=chunk) [4.2.6 Escrow of Shares](index=24&type=section&id=4.2.6%20Escrow%20of%20Shares) - All **Shares of Restricted Stock** will be delivered to an **escrow holder** ('Escrow Holder') upon execution of the Award Agreement and held until they vest or Participant ceases to be a Service Provider[71](index=71&type=chunk) - Upon termination of service, the **Escrow Holder** transfers unvested shares to the Company. After vesting, the **Escrow Holder** transfers shares to the Participant upon request[73](index=73&type=chunk)[75](index=75&type=chunk) - Participant retains all **stockholder rights (voting, cash dividends)** with respect to shares while they are held in escrow[75](index=75&type=chunk) [4.2.7 General Provisions](index=25&type=section&id=4.2.7%20General%20Provisions) - Participant is subject to **insider trading restrictions/market abuse laws** and is responsible for compliance[79](index=79&type=chunk) - The Company may assign its rights under the Award Agreement. Stock issuance is subject to **listing, registration, qualification, and regulatory approvals**[81](index=81&type=chunk)[82](index=82&type=chunk) - The Administrator has the power to interpret the Plan and Award Agreement, and its decisions are **final and binding**. Participant consents to **electronic delivery of documents**[83](index=83&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk) - The Award Agreement and **Shares of Restricted Stock** are governed by the internal substantive laws of the **State of Delaware**[92](index=92&type=chunk) [Appendix A (2016 Plan) - Country Addendum](index=29&type=section&id=Appendix%20A%20(2016%20Plan)%20-%20Country%20Addendum) This appendix provides additional terms and conditions for participants residing or working outside the United States, covering foreign currency exchange, the voluntary nature of the grant, data privacy, and language proficiency [5.1 Global Provisions for Non-US Participants](index=30&type=section&id=5.1%20Global%20Provisions%20for%20Non-US%20Participants) Outlines general provisions applicable to participants outside the U.S., addressing foreign currency risks, reiterating the voluntary and discretionary nature of the grant, detailing data privacy practices, and confirming English language proficiency [5.1.1 Foreign Currency Exchange](index=30&type=section&id=5.1.1%20Foreign%20Currency%20Exchange) - Participant understands and agrees that neither the Company nor any Service Recipient is liable for **foreign currency exchange rate fluctuations**, and Participant bears all associated risk[100](index=100&type=chunk) - Participant may be responsible for reporting inbound transactions or fund transfers exceeding a certain amount[100](index=100&type=chunk) [5.1.2 Nature of Grant (Voluntary, Discretionary)](index=30&type=section&id=5.1.2%20Nature%20of%20Grant%20(Voluntary%2C%20Discretionary)) - The Plan is established **voluntarily** by the Company, is **discretionary**, and may be amended, suspended, or terminated at any time[101](index=101&type=chunk) - No claim or entitlement to compensation or damages arises from **forfeiture of shares** due to termination of Participant's Service Provider status; Participant irrevocably waives such claims[101](index=101&type=chunk) [5.1.3 Data Privacy](index=30&type=section&id=5.1.3%20Data%20Privacy) - Participant acknowledges the collection, use, and transfer of **personal data** ('Data') by Service Recipients for Plan administration[102](index=102&type=chunk)[103](index=103&type=chunk) - Data may be transferred to **stock plan service providers** in the **United States** or elsewhere, which may have different data privacy laws[104](index=104&type=chunk) - Participants in the **European Union**, **European Economic Area**, and **United Kingdom** have specific **data protection rights**, including access, rectification, erasure, restriction of processing, data portability, and objection to processing[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) - Participants have the right to lodge a complaint with the **competent data protection authority**[113](index=113&type=chunk) [5.1.4 Language](index=32&type=section&id=5.1.4%20Language) - Participant acknowledges sufficient **English proficiency** to understand the Award Agreement[114](index=114&type=chunk) - If a translated version differs from the English version, the **English version will control**[114](index=114&type=chunk) [5.2 Country-Specific Provisions](index=33&type=section&id=5.2%20Country-Specific%20Provisions) This section is a placeholder for specific provisions that would be added at the time of grant for participants subject to the laws of particular countries - Placeholder for applicable jurisdiction-specific provisions to be added at the time of grant[115](index=115&type=chunk) [Exhibit B - Section 83(b) Election Form (for 2016 Plan)](index=34&type=section&id=Exhibit%20B%20-%20Section%2083(b)%20Election%20Form%20(for%202016%20Plan)) This exhibit provides the form and instructions for making a Section 83(b) election under the Internal Revenue Code, emphasizing the participant's sole responsibility for filing it within 30 days of purchasing shares [6.1 Instructions for Filing](index=35&type=section&id=6.1%20Instructions%20for%20Filing) Clearly states that filing the Section 83(b) election is the participant's sole responsibility, even if the Company or its agents previously assisted, and must be done within 30 days of purchasing shares by certified mail to the IRS Service Center - Filing of the **Section 83(b) Election** is the taxpayer's **sole responsibility**, even if the Company or its agents previously made the filing on their behalf[117](index=117&type=chunk)[118](index=118&type=chunk) - The form must be filed within **30 days** of purchasing the shares[117](index=117&type=chunk) - The election should be filed by mailing a signed election form by **certified mail, return receipt requested**, to the **IRS Service Center**[118](index=118&type=chunk) [6.2 Election Form Details](index=36&type=section&id=6.2%20Election%20Form%20Details) Provides the template for the Section 83(b) election form, requiring taxpayer information, details of the property (shares of Accuray Incorporated Common Stock), transfer date, restrictions, fair market value, and amount paid - Requires taxpayer's name, address, identification number, and taxable year - Property subject to election is shares of Common Stock of Accuray Incorporated - Requires date of property transfer, description of restrictions (non-transferable, subject to forfeiture), fair market value at transfer (without regard to lapse restrictions), and amount paid for the property [Exhibit B - 2026 Equity Incentive Plan Restricted Stock Award Agreement](index=37&type=section&id=Exhibit%20B%20-%202026%20Equity%20Incentive%20Plan%20Restricted%20Stock%20Award%20Agreement) This exhibit provides the standard form for Restricted Stock Award Agreements under the Company's 2026 Equity Incentive Plan, mirroring the structure and content of the 2016 Plan agreement but specifically for the newer plan [7.1 Notice of Restricted Stock Grant](index=38&type=section&id=7.1%20Notice%20of%20Restricted%20Stock%20Grant) This section serves as the formal notification of a Restricted Stock Grant under the 2026 Plan, outlining key details such as the participant's name, grant date, vesting commencement date, total shares, and the specific vesting schedule. It also includes instructions for accepting or rejecting the award - Formal notification of a **Restricted Stock Grant** under the **Accuray Incorporated 2026 Equity Incentive Plan**[124](index=124&type=chunk) - Includes Participant Name, Grant Number, Date of Grant, Vesting Commencement Date, Total Number of Shares of Restricted Stock, and Vesting Schedule - Participant must notify the Company by the **fifteenth (15th) day** of the month following the Date of Grant to reject the Award; otherwise, it is deemed accepted[124](index=124&type=chunk)[126](index=126&type=chunk) [7.2 Terms and Conditions of Restricted Stock Grant](index=40&type=section&id=7.2%20Terms%20and%20Conditions%20of%20Restricted%20Stock%20Grant) This sub-section details the comprehensive terms governing the Restricted Stock Grant under the 2026 Plan, including vesting rules, forfeiture conditions upon termination, tax obligations (including 83(b) election), stockholder rights, transfer restrictions, escrow procedures, and various general legal and administrative provisions, largely identical to the 2016 Plan terms [7.2.1 Grant and Vesting](index=40&type=section&id=7.2.1%20Grant%20and%20Vesting) - Grant of **Shares of Restricted Stock** is subject to the Award Agreement and the **2026 Plan**[130](index=130&type=chunk) - Shares vest in accordance with the vesting provisions in the Notice of Grant, contingent on **continuous service** as a Service Provider from the Date of Grant until vesting occurs[131](index=131&type=chunk) - The Administrator, in its discretion, may **accelerate the vesting** of unvested Shares of Restricted Stock[132](index=132&type=chunk) [7.2.2 Forfeiture and Termination](index=40&type=section&id=7.2.2%20Forfeiture%20and%20Termination) - If Participant ceases to be a Service Provider for any reason, then-unvested **Shares of Restricted Stock** will be **forfeited** and automatically reacquired by the Company at no cost[133](index=133&type=chunk) - Participant will not be entitled to a refund of the price paid for any forfeited Shares[133](index=133&type=chunk) [7.2.3 Tax Obligations](index=41&type=section&id=7.2.3%20Tax%20Obligations) - Participant is solely responsible for all federal, national, state, non-U.S., and local **tax and social insurance liabilities** ('Tax Obligations') related to the **Shares of Restricted Stock**[135](index=135&type=chunk) - U.S. taxpayers may elect to be taxed at the time of grant by filing a **Section 83(b) Election** with the **IRS** within **thirty (30) days** from the date of grant; Participant is solely responsible for filing this form[135](index=135&type=chunk) - **Withholding Obligations** can be satisfied by cash, **Net Share Withholding**, withholding from wages, delivering owned shares, or '**Sell to Cover**' (default method, except for 83(b) Election withholding). Failure to make satisfactory arrangements for payment of Withholding Obligations results in **permanent forfeiture of shares**[137](index=137&type=chunk)[138](index=138&type=chunk)[140](index=140&type=chunk) [7.2.4 Stockholder Rights and Service Guarantee](index=43&type=section&id=7.2.4%20Stockholder%20Rights%20and%20Service%20Guarantee) - Participant acquires **stockholder rights (voting, dividends)** only upon issuance, recordation, and delivery of shares[141](index=141&type=chunk) - The vesting of shares is earned only by continuing as a **Service Provider**, and the Award Agreement does not constitute an express or implied promise of continued engagement[143](index=143&type=chunk) [7.2.5 Transferability and Nature of Grant](index=44&type=section&id=7.2.5%20Transferability%20and%20Nature%20of%20Grant) - Unvested Shares and associated rights are **not transferable, assignable, pledged, or hypothecated**, and any attempt to do so results in forfeiture[144](index=144&type=chunk) - The grant is **voluntary and occasional**, does not create a right to future grants, and is not intended to replace pension rights or be part of normal compensation for severance or retirement purposes[145](index=145&type=chunk) [7.2.6 Escrow of Shares](index=45&type=section&id=7.2.6%20Escrow%20of%20Shares) - All **Shares of Restricted Stock** will be delivered to an **escrow holder** ('Escrow Holder') upon execution of the Award Agreement and held until they vest or Participant ceases to be a Service Provider[148](index=148&type=chunk) - Upon termination of service, the **Escrow Holder** transfers unvested shares to the Company. After vesting, the **Escrow Holder** transfers shares to the Participant upon request[150](index=150&type=chunk)[152](index=152&type=chunk) - Participant retains all **stockholder rights (voting, cash dividends)** with respect to shares while they are held in escrow[152](index=152&type=chunk) [7.2.7 General Provisions](index=46&type=section&id=7.2.7%20General%20Provisions) - Participant is subject to **insider trading restrictions/market abuse laws** and is responsible for compliance[156](index=156&type=chunk) - The Company may assign its rights under the Award Agreement. Stock issuance is subject to **listing, registration, qualification, and regulatory approvals**[158](index=158&type=chunk)[159](index=159&type=chunk) - The Administrator has the power to interpret the Plan and Award Agreement, and its decisions are **final and binding**. Participant consents to **electronic delivery of documents**[160](index=160&type=chunk)[161](index=161&type=chunk)[162](index=162&type=chunk) - The Award Agreement and **Shares of Restricted Stock** are governed by the internal substantive laws of the **State of Delaware**[169](index=169&type=chunk) [Appendix A (2026 Plan) - Country Addendum](index=50&type=section&id=Appendix%20A%20(2026%20Plan)%20-%20Country%20Addendum) This appendix provides additional terms and conditions for participants residing or working outside the United States under the 2026 Plan, covering foreign currency exchange, the voluntary nature of the grant, data privacy, and language proficiency, identical to the 2016 Plan's country addendum [8.1 Global Provisions for Non-US Participants](index=51&type=section&id=8.1%20Global%20Provisions%20for%20Non-US%20Participants) Outlines general provisions applicable to participants outside the U.S. under the 2026 Plan, addressing foreign currency risks, reiterating the voluntary and discretionary nature of the grant, detailing data privacy practices, and confirming English language proficiency [8.1.1 Foreign Currency Exchange](index=51&type=section&id=8.1.1%20Foreign%20Currency%20Exchange) - Participant understands and agrees that neither the Company nor any Service Recipient is liable for **foreign currency exchange rate fluctuations**, and Participant bears all associated risk[177](index=177&type=chunk) - Participant may be responsible for reporting inbound transactions or fund transfers exceeding a certain amount[177](index=177&type=chunk) [8.1.2 Nature of Grant (Voluntary, Discretionary)](index=51&type=section&id=8.1.2%20Nature%20of%20Grant%20(Voluntary%2C%20Discretionary)) - The Plan is established **voluntarily** by the Company, is **discretionary**, and may be amended, suspended, or terminated at any time[178](index=178&type=chunk) - No claim or entitlement to compensation or damages arises from **forfeiture of shares** due to termination of Participant's Service Provider status; Participant irrevocably waives such claims[178](index=178&type=chunk) [8.1.3 Data Privacy](index=51&type=section&id=8.1.3%20Data%20Privacy) - Participant acknowledges the collection, use, and transfer of **personal data** ('Data') by Service Recipients for Plan administration[179](index=179&type=chunk)[180](index=180&type=chunk) - Data may be transferred to **stock plan service providers** in the **United States** or elsewhere, which may have different data privacy laws[181](index=181&type=chunk) - Participants in the **European Union**, **European Economic Area**, and **United Kingdom** have specific **data protection rights**, including access, rectification, erasure, restriction of processing, data portability, and objection to processing[182](index=182&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk) - Participants have the right to lodge a complaint with the **competent data protection authority**[190](index=190&type=chunk) [8.1.4 Language](index=53&type=section&id=8.1.4%20Language) - Participant acknowledges sufficient **English proficiency** to understand the Award Agreement[191](index=191&type=chunk) - If a translated version differs from the English version, the **English version will control**[191](index=191&type=chunk) [8.2 Country-Specific Provisions](index=54&type=section&id=8.2%20Country-Specific%20Provisions) This section is a placeholder for specific provisions that would be added at the time of grant for participants subject to the laws of particular countries - Placeholder for applicable jurisdiction-specific provisions to be added at the time of grant[192](index=192&type=chunk) [Exhibit B - Section 83(b) Election Form (for 2026 Plan)](index=55&type=section&id=Exhibit%20B%20-%20Section%2083(b)%20Election%20Form%20(for%202026%20Plan)) This exhibit provides the form and instructions for making a Section 83(b) election under the Internal Revenue Code for the 2026 Plan, emphasizing the participant's sole responsibility for filing it within 30 days of purchasing shares [9.1 Instructions for Filing](index=56&type=section&id=9.1%20Instructions%20for%20Filing) Clearly states that filing the Section 83(b) election is the participant's sole responsibility, even if the Company or its agents previously assisted, and must be done within 30 days of purchasing shares by certified mail to the IRS Service Center - Filing of the **Section 83(b) Election** is the taxpayer's **sole responsibility**, even if the Company or its agents previously made the filing on their behalf[194](index=194&type=chunk)[195](index=195&type=chunk) - The form must be filed within **30 days** of purchasing the shares[194](index=194&type=chunk) - The election should be filed by mailing a signed election form by **certified mail, return receipt requested**, to the **IRS Service Center**[195](index=195&type=chunk) [9.2 Election Form Details](index=57&type=section&id=9.2%20Election%20Form%20Details) Provides the template for the Section 83(b) election form, requiring taxpayer information, details of the property (shares of Accuray Incorporated Common Stock), transfer date, restrictions, fair market value, and amount paid - Requires taxpayer's name, address, identification number, and taxable year - Property subject to election is shares of Common Stock of Accuray Incorporated - Requires date of property transfer, description of restrictions (non-transferable, subject to forfeiture), fair market value at transfer (without regard to lapse restrictions), and amount paid for the property

Financial Performance - Total revenues for Q3 2025 were $493 million, a 9% increase year-over-year from $451.9 million[3] - GAAP net income for Q3 2025 was $111 million, or $1.96 per diluted share, compared to $73.3 million, or $1.31 per diluted share in the same period last year[4] - Non-GAAP net income for Q3 2025 was $110 million, or $1.94 per diluted share, up from $93.4 million, or $1.67 per diluted share in the prior year[4] - Adjusted EBITDA for Q3 2025 was $194 million, representing 39% of total revenues, compared to $171 million in the same period last year[5] - Recurring and other revenues for Q3 2025 were $466.5 million, a 10.6% increase year-over-year, constituting 94.6% of total revenues[3] - Total revenues for Q3 2025 reached $493.3 million, a 9.0% increase from $451.9 million in Q3 2024[20] - Net income for Q3 2025 was $110.7 million, a 50.9% increase from $73.3 million in Q3 2024[26] - Adjusted EBITDA for Q3 2025 reached $194.3 million, compared to $171.3 million in Q3 2024, reflecting a 13.5% growth[26] - Total revenues for Q3 2025 were $493.3 million, up 9.2% from $451.9 million in Q3 2024[27] - Earnings per share (diluted) for Q3 2025 was $1.96, up from $1.31 in Q3 2024, representing a 49.6% increase[20] Revenue Projections - Paycom expects total revenue for the year ending December 31, 2025, to be in the range of $2.045 billion to $2.055 billion, representing approximately 9% year-over-year growth[7] - Recurring and other revenue growth is anticipated to be approximately 10% year-over-year for 2025[7] - Adjusted EBITDA for 2025 is expected to be in the range of $872 million to $882 million, with a margin of approximately 43% at the midpoint[7] Cash and Assets - Cash and cash equivalents as of September 30, 2025, were $375 million, down from $402 million as of December 31, 2024[5] - Total current assets decreased to $2,542.0 million as of September 30, 2025, down from $4,304.8 million at the end of 2024, a decline of 41.0%[18] - Cash and cash equivalents at the end of Q3 2025 were $375.0 million, compared to $402.0 million at the end of 2024, a decrease of 6.7%[18] Expenses and Liabilities - Research and development expenses increased to $74.1 million in Q3 2025, up from $63.0 million in Q3 2024, a rise of 28.0%[20] - Total liabilities decreased to $2,535.8 million as of September 30, 2025, from $4,284.0 million at the end of 2024, a reduction of 40.8%[18] - Sales and marketing expenses for Q3 2025 were $125.7 million, a 20.3% increase from $104.5 million in Q3 2024[27] - Adjusted total administrative expenses for Q3 2025 were $267.6 million, compared to $238.4 million in Q3 2024[27] Shareholder Returns - Paycom has no total debt as of September 30, 2025, and paid $21.1 million in cash dividends during the quarter[5] - The company repurchased $218.9 million of common stock during the nine months ended September 30, 2025, compared to $122.8 million in the same period of 2024[22] - Total stockholders' equity increased to $1,709.4 million as of September 30, 2025, from $1,575.9 million at the end of 2024, an increase of 8.5%[18] Research and Development - Research and development expenses for the nine months ended September 30, 2025, totaled $211.2 million, up from $175.9 million in 2024, reflecting a year-over-year increase of 20.1%[28] - Total research and development costs for the three months ended September 30, 2025, were $117.6 million, up from $96.4 million in 2024, marking a 22.1% increase[28] - Non-cash stock-based compensation expense for the three months ended September 30, 2025, was $31.1 million, compared to $24.2 million in 2024, indicating a rise of 28.5%[30] - Capitalized research and development costs for the three months ended September 30, 2025, were $43.5 million, an increase from $33.4 million in 2024, reflecting a growth of 30.3%[28] - Research and development expenses as a percentage of revenues for the three months ended September 30, 2025, were 15.0%, compared to 14.0% in 2024[28] Cash Flow - Free cash flow for the nine months ended September 30, 2025, was $285.4 million, an increase from $232.0 million in 2024, representing a growth of 23.0%[28] - Operating cash flow margin improved to 32.0% for the nine months ended September 30, 2025, compared to 26.9% in 2024[28]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ARCELLX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 47-2855917 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 800 Bridge Parkway Redwood City, CA 94065 (Address of principal executive offices) (Zip C ...

Financial Performance - Total revenue increased 21% to $23.1 million compared to the same quarter last year[6] - Net income rose 145% to $4.2 million, resulting in earnings of $0.30 and $0.29 per basic and diluted share, respectively[6] - Adjusted EBITDA increased 35% to $9.0 million, with an adjusted EBITDA margin of 39%[6] - Cash flow from operations increased 40% to $10.2 million[6] - Gross profit increased 26% to $16.8 million, with a gross margin of 73%[6] - Adjusted net income increased 75% to $5.8 million, resulting in adjusted earnings of $0.41 and $0.39 per basic and diluted share, respectively[6] - Net income for the nine months ended September 30, 2025, increased to $10,339,000, up 68% from $6,140,000 in 2024[17] - Adjusted EBITDA for the nine months ended September 30, 2025, was $25,004,000, representing a 30.5% increase from $19,178,000 in 2024[20] - Revenue for the nine months ended September 30, 2025, reached $66,860,000, a 20.2% increase compared to $55,624,000 in 2024[20] - Free cash flow (FCF) for the nine months ended September 30, 2025, was $14,542,000, up 45.4% from $9,999,000 in 2024[22] - Adjusted gross profit for the nine months ended September 30, 2025, was $55,957,000, an increase of 24% from $45,099,000 in 2024[21] - Adjusted earnings per share for the nine months ended September 30, 2025, was $1.07, compared to $0.76 in 2024, reflecting a 40.8% increase[20] - Cash and cash equivalents at the end of the period increased to $45,352,000 from $35,747,000, marking a 26.5% rise[17] - Net cash provided by operating activities for the nine months ended September 30, 2025, was $22,660,000, up 31.4% from $17,269,000 in 2024[22] - Adjusted EBITDA margin for the nine months ended September 30, 2025, improved to 37% from 34% in 2024[20] - Gross margin for the nine months ended September 30, 2025, was 72%, up from 69% in 2024[21] Customer Growth - The company added 304 customers to its IDI™ platform, ending the quarter with 9,853 customers[6] - FOREWARN® user base grew by 25,538 users, totaling 372,209 users, with over 590 REALTOR® Associations contracted[6] - IDI billable customers increased from 7,875 in Q4'23 to 9,853 in Q3'25, representing a growth of approximately 25.0%[27] - FOREWARN users grew from 0 in Q4'23 to 372,209 in Q3'25, indicating significant user adoption[27] - Gross revenue retention improved from 92% in Q4'23 to 96% in Q4'24, reflecting enhanced customer retention[27] Operational Metrics - Cash and cash equivalents were $45.4 million as of September 30, 2025[6] - The stock repurchase program was increased by $15.0 million, bringing the total authorized to $30.0 million[6] - Contractual revenue percentage decreased from 82% in Q4'23 to 75% in Q3'25, showing a downward trend[27] Employee Growth - Sales and marketing employees increased from 71 in Q4'23 to 105 in Q3'25, indicating expansion in the sales team[27] - Support staff remained stable at 11 employees from Q3'24 to Q3'25, suggesting consistent support capacity[27] - Engineering employees grew from 51 in Q4'23 to 66 in Q3'25, highlighting investment in technical capabilities[27] - Infrastructure employees increased from 27 in Q4'23 to 32 in Q3'25, indicating growth in operational support[27] - Administration staff remained relatively stable, with a slight decrease from 25 in Q4'23 to 24 in Q1'25[27] Future Plans - The company plans to periodically review and refine the definition and methodology of supplemental metrics, which may lead to material changes[26]

Revenue Performance - Revenue for Q3 2025 reached $8.0 million, an 85% increase year-over-year from $4.3 million in Q3 2024[4] - Total revenue for the fiscal quarter ended September 28, 2025, was $7,990,000, representing a 85.5% increase from $4,317,000 in the same quarter of 2024[24] - Revenue for the fiscal quarter ended September 28, 2025, was $7.990 million, a significant increase from $4.317 million in the same quarter of 2024, reflecting an 84.5% growth[37] - The company expects Q4 2025 revenue guidance of $9.5 to $10.5 million, indicating continued growth[9] Profitability and Margins - Gross margin improved to 18% in Q3 2025, up from a negative 15% in Q3 2024, reflecting a 33 percentage point increase[4] - Gross profit for the quarter was $3,604,000, compared to a gross profit of $1,401,000 in the prior year, indicating a significant improvement[24] - Non-GAAP gross profit for the fiscal year-to-date ended September 28, 2025, was $4.361 million, compared to a loss of $(994) thousand in the same period of 2024[37] Expenses and Losses - Operating expenses for Q3 2025 were $48.4 million, consistent with the company's plan to advance customer programs and technology development[6] - Operating expenses totaled $48,374,000 for the quarter, slightly down from $48,625,000 in the same quarter of 2024[24] - The net loss attributable to Enovix for the quarter was $53,713,000, compared to a net loss of $22,536,000 in the same quarter of 2024, reflecting increased operational challenges[24] - GAAP loss from operations for the fiscal quarter ended September 28, 2025, was $46.973 million, compared to a loss of $49.267 million for the same quarter in 2024, representing a 2.6% improvement[39] - Non-GAAP loss from operations for the fiscal year-to-date ended September 28, 2025, was $84.289 million, compared to $112.007 million for the same period in 2024, indicating a 24.8% reduction in losses[39] - GAAP net loss attributable to Enovix for the fiscal quarter ended September 28, 2025, was $53.713 million, compared to a loss of $22.536 million in the same quarter of 2024[39] Cash and Assets - Cash, cash equivalents, and marketable securities totaled $648 million as of September 28, 2025, compared to $201 million a year ago[7] - Cash and cash equivalents at the end of the period were $335,502,000, up from $272,869,000 at the end of December 29, 2024[23] - Total assets increased to $913,709,000 as of September 28, 2025, compared to $527,169,000 as of December 29, 2024[23] Debt and Financing - Long-term debt rose significantly to $518,348,000 from $169,820,000, indicating increased leverage[23] - The company completed a shareholder-friendly warrant dividend and issued new convertible notes due 2030 to strengthen its balance sheet[3] Operational Developments - Enovix delivered over 1,000 battery packs to its lead smart eyewear customer and samples to 9 other OEMs and ODMs[3] - The global pipeline for defense customers now exceeds $80 million, with record year-to-date shipments[3] - Enovix is building its first Korea-based cell-manufacturing capability for 100% active silicon-anode technology[3] Cash Flow and Capital Expenditures - The company reported a cash flow used in operating activities of $68,292,000 for the fiscal year-to-date, compared to $92,675,000 in the previous year[26] - Capital expenditures for the fiscal year-to-date ended September 28, 2025, were $17.216 million, down from $59.830 million in the same period of 2024[35] - Free Cash Flow for the fiscal year-to-date ended September 28, 2025, was $(95.508) million, an improvement from $(152.505) million in the same period of 2024[35] Legal and Administrative Costs - The company incurred legal costs related to a shareholder lawsuit amounting to $2.743 million for the fiscal quarter ended September 28, 2025, compared to $801 thousand in the same quarter of 2024[39]

Exhibit 99.2 ZipRecruiter® Shareholder Letter Q3 2025 Customer Story Hundreds of CDL Drivers The market for licensed, qualified drivers is extremely competitive, but ZipRecruiter helps us stand out and fill roles faster than any other platform." Andrea Callier, Director of Marketing, Associated Ready Mixed Concrete Hired Every Year Associated Ready Mixed Concrete has supported construction projects across California for more than 30 years, from residential driveways to freeways and bridges. The company oper ...

Exhibit 99.1 Design Therapeutics Announces Plans to Initiate Patient Dosing of DT-818 in Myotonic Dystrophy Type-1 (DM1) in the First Half of 2026 and Reports Third Quarter 2025 Financial Results Obtained ex-US Regulatory Clearance for DT-818, a Potentially Best-in-Disease Treatment for Myotonic Dystrophy Type-1 (DM1) Trials of DT-216P2 in Friedreich Ataxia (FA) and DT-168 in Fuchs Endothelial Corneal Dystrophy (FECD) Ongoing Cash and Securities of $206.0 Million as of Third Quarter 2025 Support Continued P ...

Financial Performance - The company reported a significant increase in revenue, reaching $5.2 billion for the quarter, representing a 15% year-over-year growth[12]. - Net income for Q3 2025 was $577 million, a 6.1% increase from $544 million in Q3 2024[22]. - Comprehensive income for Q3 2025 reached $580 million, compared to $461 million in Q3 2024, reflecting a significant improvement[22]. - Net income for the nine months ended September 30, 2025, was $1,588 million, a decrease of 36.7% compared to $2,511 million in 2024[25]. - Total revenues for Sempra reached $3,151 million for the three months ended September 30, 2025, an increase of 13.5% from $2,776 million in the same period of 2024[138]. - Total revenues for the nine months ended September 30, 2025, were $9,953 million, an increase from $9,427 million in the same period of 2024, representing a growth of 5.6%[139]. User Engagement - User data showed a 20% increase in active users, totaling 10 million, indicating strong customer engagement[12]. Future Outlook - The company provided an optimistic outlook for the next quarter, projecting revenue growth of 10% to 12%[12]. - New product launches are expected to contribute an additional $300 million in revenue over the next fiscal year[12]. - The company is expanding its market presence in Latin America, targeting a 25% increase in market share by 2025[12]. Strategic Initiatives - A strategic acquisition of a smaller competitor was completed, valued at $1.2 billion, aimed at enhancing technological capabilities[12]. - The company plans to invest $500 million in renewable energy projects over the next three years[12]. - Research and development expenses increased by 18%, totaling $400 million, to support innovation initiatives[12]. Financial Position - Total assets increased to $106.919 billion as of September 30, 2025, up from $96.155 billion at the end of 2024, indicating strong growth[23]. - Current liabilities rose to $19.988 billion in Q3 2025, compared to $9.676 billion in Q4 2024, highlighting increased short-term obligations[24]. - Long-term debt decreased to $28.985 billion in Q3 2025 from $31.558 billion in Q4 2024, showing improved debt management[24]. - Cash and cash equivalents significantly decreased to $5 million from $1.565 billion, indicating a potential liquidity concern[23]. - The balance of total equity at September 30, 2025, was $38,286 million, compared to $35,880 million in 2024, reflecting a 6.7% increase[28]. Operating Expenses - Operating expenses for the nine months ended September 30, 2025, totaled $3,084 million, up from $2,919 million in 2024, reflecting an increase of 5.7%[32]. - The cost of electric fuel and purchased power for the three months ended September 30, 2025, was $135 million, compared to a decrease of $5 million in the same period of 2024[32]. Dividends and Shareholder Returns - Common dividends paid increased to $1,195 million from $1,121 million, reflecting a 6.6% rise[25]. - The company declared dividends of $1,262 million for common stock in the nine months ended September 30, 2025, compared to $1,177 million in 2024, representing a year-over-year increase of 7.2%[32]. Debt and Financing - Issuances of debt (maturities greater than 90 days) reached $8,892 million, up from $6,437 million, marking a 38.3% increase[25]. - The weighted-average interest rate for Sempra's short-term debt was 4.84% as of September 30, 2025, down from 5.03% at the end of 2024[200]. - Sempra had an aggregate capacity of $10.2 billion under committed lines of credit as of September 30, 2025, supporting liquidity and commercial paper programs[190]. Regulatory and Compliance - The company anticipates continued growth in utility revenues driven by regulatory adjustments and infrastructure investments[147]. - SDG&E submitted a Track 2 request for $1.5 billion in wildfire mitigation costs incurred from 2019 to 2022, with a proposed decision expected by the end of 2025[153]. Asset Management - The company reported a total of $28.465 billion in assets held for sale as of September 30, 2025, indicating potential divestitures[23]. - Total inventories for Sempra increased to $565 million as of September 30, 2025, compared to $559 million as of December 31, 2024[89]. Taxation - The effective income tax rate for Sempra was 165% for the three months ended September 30, 2025, compared to -32% for the same period in 2024[128]. - Sempra's income tax expense for the three months ended September 30, 2025, was $482 million, compared to an income tax benefit of $105 million for the same period in 2024[128].