[CrossAmerica Partners LP Second Quarter 2025 Results](index=1&type=section&id=CrossAmerica%20Partners%20LP%20Reports%20Second%20Quarter%202025%20Results) The company reported higher net income from asset sales but saw a decline in core operational metrics like Adjusted EBITDA and Distributable Cash Flow [Overview of Second Quarter 2025 Results](index=1&type=section&id=Overview%20of%20Second%20Quarter%202025%20Results) Net income rose due to asset sales, while core operational performance declined, though debt reduction improved the company's leverage ratio Key Operating Metrics | Key Operating Metrics | Q2 2025 | Q2 2024 | | --- | --- | --- | | Net Income | $25.2M | $12.4M | | Adjusted EBITDA | $37.1M | $42.6M | | Distributable Cash Flow | $22.4M | $26.1M | | Distribution Coverage Ratio: Current Quarter | 1.12x | 1.30x | - The increase in Net Income was primarily driven by a **$28.4 million net gain** from asset sales and lease terminations, compared to a $5.6 million gain in the prior-year period[4](index=4&type=chunk)[6](index=6&type=chunk) - **Adjusted EBITDA declined by $5.5 million** year-over-year due to lower fuel and rent gross profit and higher operating expenses[6](index=6&type=chunk) - The company **reduced debt by more than $50 million** through asset sales, improving the leverage ratio from 4.36x to **3.65x**[3](index=3&type=chunk)[5](index=5&type=chunk) - The Board of Directors declared a quarterly distribution of **$0.5250 per limited partner unit**, consistent with the previous quarter[5](index=5&type=chunk) [Segment Performance](index=2&type=section&id=Segment%20Performance) The Retail segment's performance was stable while the Wholesale segment saw a significant decline in gross profit due to lower volumes and margins [Retail Segment](index=2&type=section&id=Retail%20Segment) Retail gross profit remained stable as merchandise growth nearly offset a slight decline in fuel profit and higher operating expenses Retail Segment Metrics | Retail Segment Metrics | Q2 2025 | Q2 2024 | | --- | --- | --- | | Retail segment gross profit | $76.1M | $76.6M | | Retail segment motor fuel gallons distributed | 141.7M | 143.0M | | Same store merchandise sales excluding cigarettes* | $70.8M | $68.3M | | Merchandise gross profit* | $30.5M | $29.8M | | Operating Expenses | $50.8M | $48.6M | - Motor fuel gross profit **declined by $0.5 million (1%)** due to a 1% decrease in both volume and margin per gallon[8](index=8&type=chunk) - Merchandise gross profit **increased by 2%**, supported by a **4% rise** in same-store merchandise sales (excluding cigarettes)[9](index=9&type=chunk) - Operating expenses **increased by 5%**, primarily due to a 5% increase in the average segment site count resulting from the conversion of lessee dealer sites[10](index=10&type=chunk) [Wholesale Segment](index=3&type=section&id=Wholesale%20Segment) Wholesale gross profit fell 12% due to a significant drop in fuel volume and lower margins, influenced by site conversions to the retail segment Wholesale Segment Metrics | Wholesale Segment Metrics | Q2 2025 | Q2 2024 | | --- | --- | --- | | Wholesale segment gross profit | $24.9M | $28.1M | | Wholesale motor fuel gallons distributed | 179.2M | 192.1M | | Average wholesale gross margin per gallon | $0.085 | $0.087 | - The **12% decrease in segment gross profit** was driven by declines in both motor fuel and rent gross profit, primarily due to the conversion of sites between segments[12](index=12&type=chunk) - A significant portion of the **7% decrease in wholesale volume** is attributed to the conversion of wholesale locations to retail locations, with the associated volume now reported in the retail segment[12](index=12&type=chunk) [Corporate Activities and Financial Position](index=3&type=section&id=Corporate%20Activities%20and%20Financial%20Position) The company executed significant property sales, using the proceeds to reduce debt and substantially improve its leverage ratio [Divestment Activity](index=3&type=section&id=Divestment%20Activity) The company sold 60 properties for $64.0 million, generating a significant gain while retaining fuel supply relationships for most locations - Sold **60 properties for $64.0 million** in proceeds during the three months ended June 30, 2025[13](index=13&type=chunk) - The sales resulted in a **net gain of $29.7 million**[13](index=13&type=chunk) - CrossAmerica **maintained a fuel supply relationship** with substantially all of the divested locations post-sale[13](index=13&type=chunk) [Liquidity, Capital Resources, and Distributions](index=3&type=section&id=Liquidity%2C%20Capital%20Resources%2C%20and%20Distributions) Financial flexibility improved significantly through a $51 million debt reduction and a lower leverage ratio, while maintaining its quarterly distribution - The balance on the CAPL Credit Facility was **paid down from $778.0 million to $727.0 million** during the quarter[14](index=14&type=chunk) - Leverage, as defined in the credit facility, **improved to 3.65 times** as of June 30, 2025, compared to 4.36 times as of December 31, 2024[14](index=14&type=chunk) - A quarterly distribution of **$0.5250 per limited partner unit** for Q2 2025 was declared on July 23, 2025[15](index=15&type=chunk) [Financial Statements](index=5&type=section&id=Financial%20Statements) Financial statements reflect the impact of divestments, showing reduced assets and liabilities, and a significant increase in net income [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets and liabilities decreased due to property sales and subsequent debt repayment, reflecting a smaller but deleveraged balance sheet Balance Sheet Highlights (in thousands) | Balance Sheet Items | June 30, 2025 | December 31, 2024 | | --- | --- | --- | | Total assets | $1,028,470 | $1,114,725 | | Property and equipment, net | $586,579 | $656,300 | | Total liabilities | $1,082,620 | $1,139,508 | | Debt and finance lease obligations, less current portion | $722,694 | $763,932 | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) Net income more than doubled year-over-year, driven by a substantial gain on dispositions which offset lower operating revenues Income Statement Highlights (in thousands) | Income Statement Items (Q2) | 2025 | 2024 | | --- | --- | --- | | Operating revenues | $961,925 | $1,133,355 | | Gross profit | $100,992 | $104,762 | | Gain on dispositions, net | $28,365 | $5,578 | | Operating income | $41,497 | $28,177 | | Net income | $25,168 | $12,424 | | Basic Net earnings per common unit | $0.64 | $0.31 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash from operations remained stable, while investing activities provided significant cash from asset sales used for debt repayment and distributions Cash Flow Highlights (in thousands) | Cash Flow Items (Six Months Ended June 30) | 2025 | 2024 | | --- | --- | --- | | Net cash provided by operating activities | $37,697 | $34,723 | | Net cash provided by (used in) investing activities | $50,871 | $(26,114) | | Net cash used in financing activities | $(82,232) | $(8,109) | | Net increase in cash and cash equivalents | $6,336 | $500 | [Supplemental Information](index=4&type=section&id=Supplemental%20Information) This section provides reconciliations for non-GAAP measures, a corporate overview, and cautionary notes on forward-looking statements [Non-GAAP Financial Measures](index=4&type=section&id=Non-GAAP%20Financial%20Measures) Reconciliations show a decline in Adjusted EBITDA and Distributable Cash Flow, resulting in a lower but still healthy distribution coverage ratio - The company uses non-GAAP measures including **EBITDA, Adjusted EBITDA, Distributable Cash Flow, and Distribution Coverage Ratio** to assess financial performance, service debt, and the ability to make distributions[33](index=33&type=chunk)[34](index=34&type=chunk) Reconciliation of Net Income to Adjusted EBITDA and Distributable Cash Flow (in thousands) | Reconciliation (Q2) | 2025 | 2024 | | --- | --- | --- | | Net income (loss) | $25,168 | $12,424 | | EBITDA | $64,967 | $46,781 | | Adjusted EBITDA | $37,083 | $42,570 | | Distributable Cash Flow | $22,396 | $26,051 | | Distribution Coverage Ratio | 1.12x | 1.30x | [Company Overview and Forward-Looking Statements](index=11&type=section&id=Company%20Overview%20and%20Forward-Looking%20Statements) CrossAmerica is a major US motor fuel distributor and convenience store operator, and this report contains forward-looking statements - CrossAmerica Partners is a leading wholesale distributor of motor fuels, distributing to approximately **1,600 locations** and owning or leasing over 1,000 sites in **34 states**[37](index=37&type=chunk) - The report includes a cautionary statement advising that **forward-looking statements are not guarantees** of future performance and actual results could differ materially[38](index=38&type=chunk)

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Unaudited consolidated financial statements show increased net income from asset dispositions, with total assets decreasing to $1.03 billion [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) Consolidated statements show total assets decreased to $1.03 billion, net income reached $18.1 million for six months, driven by asset gains Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | June 30, 2025 ($ thousands) | December 31, 2024 ($ thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | 9,717 | 3,381 | | Total current assets | 125,319 | 118,830 | | Property and equipment, net | 586,579 | 656,300 | | Total assets | 1,028,470 | 1,114,725 | | Total current liabilities | 162,131 | 162,846 | | Debt and finance lease obligations, less current portion | 722,694 | 763,932 | | Total liabilities | 1,082,620 | 1,139,508 | | Total equity | (84,488) | (53,776) | Consolidated Statement of Operations Highlights (Unaudited) | Income Statement Item | Three Months Ended June 30, 2025 ($ thousands) | Three Months Ended June 30, 2024 ($ thousands) | Six Months Ended June 30, 2025 ($ thousands) | Six Months Ended June 30, 2024 ($ thousands) | | :--- | :--- | :--- | :--- | :--- | | Operating revenues | 961,925 | 1,133,355 | 1,824,400 | 2,074,903 | | Gross profit | 100,992 | 104,762 | 190,806 | 186,110 | | Operating income | 41,497 | 28,177 | 43,498 | 15,132 | | Net income (loss) | 25,168 | 12,424 | 18,053 | (5,116) | | Basic EPS | $0.64 | $0.31 | $0.44 | $(0.17) | Consolidated Statement of Cash Flows Highlights (Unaudited) | Cash Flow Item | Six Months Ended June 30, 2025 ($ thousands) | Six Months Ended June 30, 2024 ($ thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | 37,697 | 34,723 | | Net cash provided by (used in) investing activities | 50,871 | (26,114) | | Net cash used in financing activities | (82,232) | (8,109) | | Net increase in cash and cash equivalents | 6,336 | 500 | [Condensed Notes to Consolidated Financial Statements](index=9&type=section&id=Condensed%20Notes%20to%20Consolidated%20Financial%20Statements) Notes detail business activities, Applegreen Acquisition, real estate portfolio management, debt structure, and segment performance - The Partnership's business consists of wholesale motor fuel distribution, owning/leasing retail sites, retail sale of motor fuels, and operating convenience stores[29](index=29&type=chunk) - In early 2024, the company acquired assets from Applegreen by terminating leases at **59 locations** for **$16.9 million**, converting them from lessee dealer sites to company-operated sites, with total cash paid in the first half of 2024 being **$25.5 million**, including inventory[32](index=32&type=chunk)[33](index=33&type=chunk) - As part of its real estate optimization strategy, the company sold **67 sites** for **$72.6 million** in proceeds during the first six months of 2025, resulting in a net gain of **$35.2 million**[34](index=34&type=chunk) - As of June 30, 2025, the company had **$727.0 million** outstanding under its Credit Facility and **$193.6 million** in availability, with an effective interest rate of **6.1%**[40](index=40&type=chunk)[41](index=41&type=chunk)[43](index=43&type=chunk) - The Partnership operates through two reportable segments: **Wholesale** (distribution to lessee and independent dealers) and **Retail** (sales at commission agent and company-operated sites)[84](index=84&type=chunk)[85](index=85&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 2025 revenue decrease from lower fuel prices, operating income increase from asset sales, and ongoing portfolio optimization [Significant Factors Affecting Profitability](index=26&type=section&id=Significant%20Factors%20Affecting%20Profitability) Profitability is influenced by volatile fuel prices, seasonality, inflation, and increased interest expenses due to maturing swap contracts - Crude oil price volatility directly impacts revenues and cost of sales, and while the company attempts to pass price changes to retail customers, market conditions can delay this, affecting gross profit[106](index=106&type=chunk)[108](index=108&type=chunk) - Sales volumes are **seasonal**, historically peaking in the **second and third quarters** (summer months) and being lowest in the **first and fourth quarters** (winter months)[110](index=110&type=chunk) - **Three favorable interest rate swap contracts** matured on **April 1, 2024**, which is expected to **increase interest expense** going forward[112](index=112&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Q2 2025 operating revenues decreased 15% to $961.9 million, while operating income increased 47% to $41.5 million, driven by asset gains - **Q2 2025 vs. Q2 2024:** Operating revenues decreased by **$171 million (15%)** mainly due to a **13% decrease** in the average fuel selling price, while operating income increased by **$13 million (47%)** primarily due to a **$29.7 million** net gain on dispositions from the real estate rationalization effort[116](index=116&type=chunk)[122](index=122&type=chunk) - **6M 2025 vs. 6M 2024:** Operating revenues decreased by **$251 million (12%)** due to lower fuel prices, and operating income increased by **$28 million**, driven by **$35.2 million** in net gains on dispositions, compared to a net loss on dispositions and lease terminations of **$11.2 million** in the prior year period[126](index=126&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) Non-GAAP Financial Measures Reconciliation | Measure ($ thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | 25,168 | 12,424 | 18,053 | (5,116) | | EBITDA | 64,967 | 46,781 | 93,402 | 52,706 | | Adjusted EBITDA | 37,083 | 42,570 | 61,352 | 66,138 | | Distributable Cash Flow | 22,396 | 26,051 | 31,491 | 37,782 | | Distribution Coverage Ratio | 1.12x | 1.30x | 0.79x | 0.95x | [Segment Results](index=30&type=section&id=Segment%20Results) Q2 2025 Retail segment operating income decreased 10% to $25.3 million, while Wholesale segment operating income fell 15% to $17.7 million Retail Segment Performance | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total gross profit ($ thousands) | 76,127 | 76,644 | 139,287 | 131,031 | | Operating income ($ thousands) | 25,299 | 28,013 | 36,755 | 39,269 | | Total retail sites (end of period) | 597 | 589 | 597 | 589 | | Margin per gallon | $0.370 | $0.373 | $0.355 | $0.343 | Wholesale Segment Performance | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total gross profit ($ thousands) | 24,865 | 28,118 | 51,519 | 55,079 | | Operating income ($ thousands) | 17,744 | 20,924 | 37,228 | 38,988 | | Total distribution sites (end of period) | 1,004 | 1,075 | 1,004 | 1,075 | | Margin per gallon | $0.085 | $0.087 | $0.090 | $0.083 | [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is driven by cash from operations, asset sales, and credit facility, with $37.7 million net cash from operations for six months - For the six months ended June 30, 2025, the company received **$73 million** in proceeds from asset sales and incurred **$22 million** in capital expenditures[166](index=166&type=chunk) - During the first six months of 2025, the company made net repayments of **$41 million** on its Credit Facility and paid **$40 million** in distributions to unitholders[167](index=167&type=chunk) - Total capital expenditures for the first six months of 2025 were **$22.0 million**, including **$5.3 million** for sustaining capital and **$16.7 million** for growth projects, primarily investments in company-operated sites[172](index=172&type=chunk) - As of August 1, 2025, the company had **$200.7 million** of availability under its Credit Facility[170](index=170&type=chunk) [Outlook](index=38&type=section&id=Outlook) The company plans continued property portfolio optimization through site conversions and divestitures to reduce debt, while evaluating opportunistic acquisitions - The company will continue to evaluate the '**highest and best use**' for its properties, which may lead to site conversions between wholesale and retail segments[176](index=176&type=chunk) - Anticipates continuing to **divest certain assets**, often lower-performing ones, while aiming to maintain long-term fuel supply contracts, with proceeds from these sales expected to be used to **pay down debt**, **reducing interest expense**[176](index=176&type=chunk) - The company will continue to **evaluate acquisitions on an opportunistic basis**, dependent on market conditions and financing availability[175](index=175&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) No significant changes to the company's market risk profile have occurred since December 31, 2024 - There have been **no significant changes** to the company's market risk since December 31, 2024[181](index=181&type=chunk) [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Based on an evaluation as of the end of the period, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were **effective as of June 30, 2025**[182](index=182&type=chunk) - There were **no material changes** in internal control over financial reporting during the three months ended June 30, 2025[183](index=183&type=chunk) [PART II - OTHER INFORMATION](index=39&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) Information on legal proceedings is incorporated by reference from Note 10 of the financial statements in Part I - The company **incorporates by reference** the disclosures on legal proceedings from Note 10 of the financial statements[184](index=184&type=chunk) [Item 1A. Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the Annual Report on Form 10-K have occurred - **No material changes** in the risk factors disclosed in the Form 10-K have occurred during the period covered by this report[185](index=185&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO/CFO certifications and Inline XBRL documents - The exhibits filed with this report include **CEO and CFO certifications** (Rule 13a-14(a) and 18 U.S.C. §1350) and **Inline XBRL documents**[186](index=186&type=chunk)

Ormat Technologies Q2 2025 Earnings Release [Financial and Operational Highlights](index=1&type=section&id=Financial%20and%20Operational%20Highlights) Ormat reported record Q2 revenue and Adjusted EBITDA, driven by strong Product and Energy Storage growth, despite a temporary decline in the Electricity segment [Key Financial Results](index=1&type=section&id=Key%20Financial%20Results) Total revenues increased 9.9% to $234.0 million, driven by strong Product and Energy Storage segment growth, with net income up 26.1% and Adjusted EBITDA rising 6.7% | | Q2 2025 (millions) | Q2 2024 (millions) | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenues** | 234.0 | 213.0 | 9.9% | | Electricity | 159.9 | 166.2 | (3.8)% | | Product | 59.6 | 37.8 | 57.6% | | Energy Storage | 14.5 | 8.9 | 62.7% | | **Gross Profit** | 56.9 | 61.4 | (7.3)% | | **Net income attributable to stockholders** | 28.0 | 22.2 | 26.1% | | **Diluted EPS** | 0.46 | 0.37 | 24.3% | | **Adjusted EBITDA** | 134.6 | 126.1 | 6.7% | [CEO Commentary](index=2&type=section&id=CEO%20Commentary) CEO attributes record Q2 to Product and Energy Storage recovery, acknowledges Electricity segment impacts, and expresses confidence in future growth driven by demand and favorable regulations - The Electricity segment's revenue and EBITDA were negatively impacted by approximately **$13 million** and **$12 million**, respectively, due to planned well field work at the Puna Power plant and third-party curtailments in the U.S. These curtailments are expected to decrease in the second half of 2025[4](index=4&type=chunk) - The company foresees strong growth in its geothermal and storage businesses, driven by favorable regulatory developments, increased demand for baseload renewable energy (partially from AI data centers), and higher PPA pricing[5](index=5&type=chunk) [Segment Performance Analysis](index=2&type=section&id=Segment%20Performance%20Analysis) Electricity segment revenue declined 3.8% due to maintenance, while Product segment revenue surged 57.6% with improved margins, and Energy Storage grew 62.7% from new assets - Electricity segment revenues decreased by **3.8%** due to well-field work at Puna, energy curtailments at McGinness Hills and Tungsten, and a planned outage at the Stillwater plant[6](index=6&type=chunk) - Product segment revenues increased by **57.6%**, with gross margin expanding from **13.7% to 27.7%** YoY. The segment backlog stands at approximately **$263.0 million**[6](index=6&type=chunk) - Energy Storage segment revenues grew **62.7%**, driven by contributions from new assets and strong merchant pricing in the PJM market[6](index=6&type=chunk) [Business Developments and Strategic Initiatives](index=3&type=section&id=Business%20Developments%20and%20Strategic%20Initiatives) Ormat completed the Blue Mountain acquisition, secured $300 million in funding, released 50 MW of new projects, and benefits from extended tax credit eligibility - Completed the acquisition of the **20MW Blue Mountain** geothermal power plant in June, which offers potential for value creation through PPA renewal and asset upgrades[10](index=10&type=chunk) - Secured **$300 million** in funding from tax equity partnerships and project finance loans to support future development, with most cash proceeds expected in the second half of the year[4](index=4&type=chunk)[10](index=10&type=chunk) - Released **50 MW** of new projects for construction: **28 MW** of geothermal capacity (including a 3.5 MW addition at Blue Mountain) and **22 MW** of Solar PV capacity at the Heber Complex[4](index=4&type=chunk)[10](index=10&type=chunk) - The signed OBBB has created a longer runway for Production Tax Credits (PTC) and Investment Tax Credits (ITC) for geothermal and energy storage projects, extending eligibility for **100% of tax credits** for projects starting construction by December 31, 2033[10](index=10&type=chunk) [Full-Year 2025 Guidance](index=3&type=section&id=2025%20GUIDANCE) Ormat reiterated full-year 2025 guidance, projecting total revenues between $935 million and $975 million and Adjusted EBITDA between $563 million and $593 million | Metric | 2025 Guidance (in millions) | | :--- | :--- | | Total Revenues | $935 - $975 | | Electricity Segment Revenues | $710 - $725 | | Product Segment Revenues | $172 - $187 | | Energy Storage Revenues | $53 - $63 | | Adjusted EBITDA | $563 - $593 | - The company is unable to provide a reconciliation for its Adjusted EBITDA guidance to net income without unreasonable efforts due to high variability in estimating items like impairments, acquisition costs, and income tax expense[9](index=9&type=chunk) [Shareholder Returns](index=4&type=section&id=DIVIDEND) The Board declared a quarterly dividend of $0.12 per share, payable September 3, 2025, with intentions to maintain this level for the next two quarters - A quarterly dividend of **$0.12 per share** was declared, to be paid on September 3, 2025, to stockholders of record as of August 20, 2025[11](index=11&type=chunk) - The company expects to continue paying a quarterly dividend of **$0.12 per share** for the next two quarters[11](index=11&type=chunk) [Financial Statements](index=5&type=section&id=Financial%20Statements) [Condensed Consolidated Statement of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Operations) Q2 2025 total revenues reached $234.0 million, with operating income stable at $35.3 million and net income attributable to stockholders increasing 26.1% to $28.0 million | (In thousands) | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Total revenues | $234,018 | $212,963 | | Gross profit | $56,895 | $61,386 | | Operating income | $35,318 | $35,127 | | Net income attributable to the Company's stockholders | $28,046 | $22,243 | | Diluted EPS | $0.46 | $0.37 | [Condensed Consolidated Balance Sheet](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheet) As of June 30, 2025, total assets increased to $6.02 billion, driven by construction-in-process, with total liabilities rising to $3.39 billion and stockholders' equity reaching $2.49 billion | (In thousands) | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Total current assets | $508,909 | $547,122 | | Property, plant and equipment, net | $3,544,564 | $3,501,886 | | Construction-in-process | $1,024,241 | $755,589 | | **Total assets** | **$6,015,612** | **$5,666,224** | | Total current liabilities | $730,676 | $598,078 | | Total long-term debt (net) | $2,010,557 | $1,870,649 | | **Total liabilities** | **$3,385,839** | **$3,105,844** | | **Total stockholders' equity** | **$2,492,948** | **$2,425,129** | [Non-GAAP Financial Measures Reconciliation](index=8&type=section&id=Non-GAAP%20Financial%20Measures%20Reconciliation) [Reconciliation of EBITDA and Adjusted EBITDA](index=8&type=section&id=Reconciliation%20of%20EBITDA%20and%20Adjusted%20EBITDA) Q2 2025 GAAP Net Income of $28.2 million was reconciled to an EBITDA of $132.0 million and an Adjusted EBITDA of $134.6 million, reflecting non-GAAP adjustments | (In thousands) | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net income | $28,199 | $23,965 | | EBITDA | $132,018 | $118,000 | | Adjusted EBITDA | $134,581 | $126,100 | [Reconciliation of Adjusted Net Income and Adjusted EPS](index=9&type=section&id=Reconciliation%20of%20Adjusted%20Net%20Income%20attributable%20to%20the%20Company%27s%20stockholders%20and%20Adjusted%20EPS) Q2 2025 GAAP Net Income of $28.0 million was adjusted to an Adjusted Net Income of $29.1 million, resulting in an Adjusted Diluted EPS of $0.48 | (in millions, except for EPS) | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | GAAP Net income attributable to the Company's stockholders | $28.0 | $22.2 | | Adjusted Net income attributable to the Company's stockholders | $29.1 | $24.3 | | GAAP diluted EPS | $0.46 | $0.37 | | Adjusted Diluted EPS | $0.48 | $0.40 |

```markdown PART I - FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements) Modiv Industrial reported a $1.8 million net loss for H1 2025, a decline from $5.9 million net income in H1 2024, with total assets at $498.9 million [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $498.9 million as of June 30, 2025, from $507.8 million, primarily due to reduced cash and a decline in total equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total real estate investments, net | $466,398 | $473,906 | | Cash and cash equivalents | $5,814 | $11,530 | | **Total assets** | **$498,852** | **$507,829** | | Total liabilities | $292,637 | $293,779 | | Total equity | $206,215 | $214,050 | | **Total liabilities and equity** | **$498,852** | **$507,829** | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) H1 2025 saw a $1.8 million net loss, a shift from $5.9 million net income in H1 2024, mainly due to a $4.0 million impairment charge Key Operating Results (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | 6 Months 2025 | 6 Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenue | $11,833 | $11,410 | $23,626 | $23,376 | | Impairment of real estate | $4,000 | $— | $4,000 | $— | | Gain on sale of real estate | $— | $— | $84 | $3,188 | | Net (loss) income | $(2,633) | $1,262 | $(1,804) | $5,899 | | Net (loss) income attributable to common stockholders | $(2,818) | $403 | $(2,816) | $3,205 | | Basic (Loss) earnings per share | $(0.32) | $0.03 | $(0.33) | $0.36 | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash decreased by $5.7 million in H1 2025, driven by $13.0 million used in financing activities and lower investing cash flows Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $6,988 | $7,697 | | Net cash provided by investing activities | $288 | $14,221 | | Net cash used in financing activities | $(12,992) | $(6,177) | | **Net (decrease) increase in cash** | **$(5,716)** | **$15,741** | - Key noncash activities in H1 2025 included the issuance of **$5.85 million** in Class C OP Units for a real estate acquisition[27](index=27&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=15&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the 43-property portfolio, a $6.1 million acquisition, a $4.0 million impairment, and $6.5 million in preferred stock repurchases - As of June 30, 2025, the company's portfolio consisted of **43** real estate properties, with industrial properties making up approximately **81%** of the portfolio's annual base rent (ABR)[31](index=31&type=chunk) - On March 7, 2025, the company acquired an industrial property in Florida for **$6.1 million**, paid with **$0.3 million** in cash and **$5.9 million** in Class C OP Units[47](index=47&type=chunk) - A **$4.0 million impairment charge** was recorded in Q2 2025 for a property in Saint Paul, Minnesota, due to current market conditions[60](index=60&type=chunk) - In January 2025, the company entered into two swap agreements to fix the SOFR rate at **2.45%** on its **$250 million term loan** for the year ending December 31, 2025, paying a **$4.2 million premium** to buy down the rate[78](index=78&type=chunk) - A preferred stock repurchase program was authorized on March 4, 2025. Through June 30, 2025, the company repurchased **275,000 shares** of Series A Preferred Stock for **$6.5 million**[98](index=98&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the strategic shift to industrial properties, H1 2025 revenue increase, net income decline due to impairment, and liquidity, with FFO at $0.70 and AFFO at $0.71 [Overview and Recent Events](index=33&type=section&id=Overview%20and%20Recent%20Events) The REIT focuses on 43 industrial properties with a 14.4-year WALT, mitigating interest rate risk with new swaps on its $250 million term loan - The company's portfolio consists of **43 properties**, with **39** being industrial, representing **81%** of the portfolio's Annual Base Rent (ABR). The weighted average remaining lease term (WALT) is **14.4 years**[132](index=132&type=chunk) - In January 2025, the company executed two new swap agreements to fix the interest rate on its **$250 million term loan** at **4.25%** for the year ending December 31, 2025, by paying a **$4.2 million premium**[131](index=131&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is supported by a $280 million credit facility, property sales, and an ATM offering that raised $2.1 million in H1 2025 - The company has a **$280 million credit facility**, comprising a **$30 million revolver** and a **$250 million term loan**. As of June 30, 2025, the term loan was fully drawn, and the revolver was undrawn[141](index=141&type=chunk)[146](index=146&type=chunk) - In H1 2025, the company sold **133,376 shares** of Class C Common Stock through its ATM offering, raising net proceeds of **$2.1 million**. **$38.1 million** remains available under the program[140](index=140&type=chunk) [Acquisitions and Dispositions](index=37&type=section&id=Acquisitions%20and%20Dispositions) H1 2025 saw the acquisition of a $6.1 million industrial property in Florida and the sale of a $2.4 million property in New York - Acquired an industrial property in Florida for **$6.1 million** on March 7, 2025, consisting of **$0.3 million cash** and **$5.9 million** in Class C OP Units[152](index=152&type=chunk) - Sold an industrial property in New York for **$2.4 million** on February 26, 2025[154](index=154&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) H1 2025 rental revenue increased by 1% to $23.5 million, but a $4.0 million impairment charge led to an operating loss Comparison of Results (Six Months Ended June 30) | Metric (in millions) | 2025 | 2024 | Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Rental Revenue | $23.5 | $23.2 | +1% | Property acquisitions | | General & Administrative | $3.2 | $3.4 | -7% | Reduced headcount | | Impairment Charge | $4.0 | $0.0 | +$4.0M | Impairment on MN property | | Gain on Sale of Real Estate | $0.1 | $3.2 | -$3.1M | Fewer property sales | | Other Expense | $7.7 | $5.9 | +$1.8M | Increased interest expense | [Funds from Operations and Adjusted Funds from Operations](index=38&type=section&id=Funds%20from%20Operations%20and%20Adjusted%20Funds%20from%20Operations) H1 2025 FFO was $0.70 per share/unit and AFFO was $0.71 per share/unit, with FFO decreasing due to lower property sales gains FFO and AFFO per Share/Unit (Six Months Ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | FFO per Share/Unit | $0.70 | $0.84 | | AFFO per Share/Unit | $0.71 | $0.63 | FFO and AFFO Reconciliation (in thousands, Six Months Ended June 30, 2025) | Metric | Amount | | :--- | :--- | | Net (loss) income attributable to common stockholders and OP Unit holders | $(3,427) | | FFO adjustments (Depreciation, Impairment, etc.) | $11,940 | | **FFO attributable to common stockholders and OP Unit holders** | **$8,513** | | AFFO adjustments (Stock comp, Amortization, etc.) | $177 | | **AFFO attributable to common stockholders and OP Unit holders** | **$8,690** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This disclosure is not required as the company qualifies as a smaller reporting company - The company, as a smaller reporting company, is not required to provide this **disclosure**[200](index=200&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Based on an evaluation as of June 30, 2025, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were **effective**[202](index=202&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls[203](index=203&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings - The company is not a party to any **material legal proceedings**[204](index=204&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors have been reported since the Annual Report filing - No **material changes** to the risk factors from the Annual Report filed on March 4, 2025, have been reported[205](index=205&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 70,000 shares of Series A Preferred Stock in Q2 2025 at an average price of $23.986 per share Issuer Purchases of Series A Preferred Stock (Q2 2025) | Period | Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | April 1-30, 2025 | 70,000 | $23.986 | | May 1-31, 2025 | — | — | | June 1-30, 2025 | — | — | | **Total** | **70,000** | **$23.986** | [Item 5. Other Information](index=48&type=section&id=Item%205.%20Other%20Information) No Rule 10b5-1 trading arrangements were adopted or terminated, and federal income tax considerations were updated via Exhibit 99.1 - No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[207](index=207&type=chunk) - The company also provided an update to its discussion of federal income tax considerations via Exhibit **99.1**, which addresses recently enacted tax law changes[208](index=208&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including CEO/CFO certifications, tax consideration updates, and XBRL data files - The report includes a list of exhibits filed, such as Sarbanes-Oxley certifications (**Exhibits 31.1, 31.2, 32.1**) and updates to tax considerations (**Exhibit 99.1**)[209](index=209&type=chunk)[212](index=212&type=chunk) ```

[Q2 2025 Financial Results Overview](index=1&type=section&id=Q2%202025%20Financial%20Results%20Overview) [Summary of Financial Results from Continuing Operations](index=1&type=section&id=SUMMARY%20OF%20FINANCIAL%20RESULTS%20FROM%20CONTINUING%20OPERATIONS) BGSF's Q2 2025 continuing operations reported sequential revenue and gross profit increases from Q1 2025, but year-over-year declines, with net and Adjusted EBITDA losses worsening sequentially and annually Financial Results from Continuing Operations (in thousands) | Metric (in thousands) | Q2 2025 | Q2 2024 | Q1 2025 | | :-------------------- | :------ | :------ | :------ | | Revenues | $23,506 | $25,726 | $20,883 | | Gross profit | $8,410 | $9,596 | $7,560 | | Gross profit percentage | 35.8% | 37.3% | 36.2% | | Operating loss | $(4,425) | $(1,475) | $(1,773) | | Net loss | $(4,862) | $(2,082) | $(2,245) | | Net loss per diluted share | $(0.44) | $(0.19) | $(0.21) | | Adjusted EBITDA | $(1,145) | $(264) | $(1,032) | | Adjusted EBITDA Margin (% of revenue) | (4.9)% | (1.0)% | (5.4)% | | Adjusted EPS | $(0.19) | $(0.04) | $(0.11) | - Revenues for Q2 2025 increased by **12.6%** sequentially from Q1 2025, primarily due to increased billed hours from seasonal demand, reaching **$23.5 million**, though revenues declined by **8.6%** compared to Q2 2024[5](index=5&type=chunk)[6](index=6&type=chunk) - Net loss for Q2 2025 was **$4.9 million** (**$0.44 per diluted share**), a significant increase from a net loss of **$2.2 million** (**$0.21 per diluted share**) in Q1 2025[6](index=6&type=chunk) [Management Commentary and Operational Highlights](index=1&type=section&id=Management%20Commentary%20and%20Operational%20Highlights) Management updated on the proposed Professional division sale, shareholder vote, and transition services, highlighting Property Management cost reductions and strategic AI tool investments - The proposed sale of BGSF's Professional division to INSPYR is progressing, with a proxy statement filed on July 25 for a shareholder vote on September 4[5](index=5&type=chunk) - Following the closing of the transaction, BGSF will operate under a Transition Service Agreement (TSA) for up to six months or longer, providing services to INSPYR and receiving payment[5](index=5&type=chunk) - BGSF plans to continue reducing overhead costs to align with a smaller, Property Management-focused company and is implementing AI-powered sales and recruiting tools expected to be operational by mid-Q4[5](index=5&type=chunk)[7](index=7&type=chunk) [Company Information and Strategic Developments](index=2&type=section&id=Company%20Information%20and%20Strategic%20Developments) [About BGSF](index=2&type=section&id=About%20BGSF) BGSF is a leading provider of workforce solutions, offering consulting, managed services, and professional staffing across various industries including IT, Finance & Accounting, Managed Solutions, and Property Management, achieving scalable growth through integrated regional and national brands - BGSF provides consulting, managed services, and professional workforce solutions through divisions in IT, Finance & Accounting, Managed Solutions, and Property Management[8](index=8&type=chunk) - The company was ranked by Staffing Industry Analysts as the **97th largest U.S. staffing company** and the **49th largest IT staffing firm** in 2024[8](index=8&type=chunk) [Professional Division Sale and Transition](index=2&type=section&id=Previously%20Announced%20Equity%20Purchase%20Agreement) BGSF announced a definitive agreement to sell its Professional Division to INSPYR Solutions, a significant strategic move contingent on shareholder approval and other customary closing conditions - On June 16, 2025, BGSF signed a definitive agreement to sell its Professional Division to INSPYR Solutions[9](index=9&type=chunk) - The proposed transaction is subject to customary closing conditions, including approval from BGSF's stockholders[9](index=9&type=chunk) [Detailed Financial Statements](index=5&type=section&id=Detailed%20Financial%20Statements) [Consolidated Balance Sheets](index=5&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) The consolidated balance sheet shows a slight decrease in total assets and stockholders' equity, while total liabilities increased from December 2024 to June 2025, with key changes including a significant increase in cash and cash equivalents and an increase in current liabilities Consolidated Balance Sheets (in thousands) | Metric (in thousands) | June 29, 2025 (unaudited) | December 29, 2024 (audited) | | :-------------------- | :------------------------ | :-------------------------- | | Cash and cash equivalents | $2,777 | $32 | | Accounts receivable | $13,637 | $17,148 | | Total current assets | $47,603 | $45,347 | | Total assets | $149,692 | $150,111 | | Total current liabilities | $29,001 | $25,921 | | Total liabilities | $71,406 | $67,842 | | Total stockholders' equity | $78,286 | $82,269 | - Cash and cash equivalents saw a substantial increase from **$32 thousand** at December 29, 2024, to **$2,777 thousand** at June 29, 2025[16](index=16&type=chunk) - Total liabilities increased by **$3,564 thousand**, from **$67,842 thousand** to **$71,406 thousand**, primarily driven by an increase in accrued payroll and expenses and line of credit borrowings[16](index=16&type=chunk) [Unaudited Consolidated Statements of Operations](index=6&type=section&id=UNAUDITED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) The consolidated statements of operations show a decline in revenues and gross profit for both the thirteen and twenty-six-week periods ended June 29, 2025, compared to the prior year, with net loss from continuing operations significantly widening, although income from discontinued operations partially offset the total net loss Unaudited Consolidated Statements of Operations (in thousands) | Metric (in thousands) | Thirteen Weeks Ended June 29, 2025 | Thirteen Weeks Ended June 30, 2024 | Twenty-six Weeks Ended June 29, 2025 | Twenty-six Weeks Ended June 30, 2024 | | :-------------------- | :--------------------------------- | :--------------------------------- | :----------------------------------- | :----------------------------------- | | Revenues | $23,506 | $25,726 | $44,389 | $50,273 | | Gross profit | $8,410 | $9,596 | $15,970 | $18,939 | | Operating loss | $(4,425) | $(1,475) | $(6,198) | $(2,733) | | Net loss from continuing operations | $(4,862) | $(2,082) | $(7,098) | $(4,130) | | Income from discontinued operations | $1,309 | $1,601 | $3,377 | $3,319 | | Net loss | $(3,736) | $(761) | $(4,458) | $(1,553) | - Net loss from continuing operations for the thirteen weeks ended June 29, 2025, was **$(4.862) million**, a significant increase from **$(2.082) million** in the prior year period[18](index=18&type=chunk) - Selling, general, and administrative expenses increased to **$12.576 million** for the thirteen weeks ended June 29, 2025, from **$10.739 million** in the same period last year[18](index=18&type=chunk) [Property Management Segment Performance](index=7&type=section&id=PROPERTY%20MANAGEMENT%20SEGMENT) The Property Management segment, representing continuing operations, experienced a decrease in revenue and gross profit for both the thirteen and twenty-six-week periods compared to the prior year, with operating loss for the segment also widening significantly, partly due to increased strategic alternatives review costs Property Management Segment Performance (in thousands) | Metric (in thousands) | Thirteen Weeks Ended June 29, 2025 | Thirteen Weeks Ended June 30, 2024 | Twenty-six Weeks Ended June 29, 2025 | Twenty-six Weeks Ended June 30, 2024 | | :-------------------- | :--------------------------------- | :--------------------------------- | :----------------------------------- | :----------------------------------- | | Revenue | $23,506 | $25,726 | $44,389 | $50,273 | | Gross profit | $8,410 | $9,596 | $15,970 | $18,939 | | Operating loss | $(4,425) | $(1,475) | $(6,197) | $(2,732) | | Strategic alternatives review | $1,613 | $280 | $1,634 | $349 | - Revenue from contract field talent, the largest component, decreased from **$25.272 million** in Q2 2024 to **$23.000 million** in Q2 2025[20](index=20&type=chunk) - Strategic alternatives review costs significantly increased to **$1.613 million** in Q2 2025 from **$0.280 million** in Q2 2024, contributing to the wider operating loss[20](index=20&type=chunk) [Unaudited Consolidated Statements of Cash Flows](index=8&type=section&id=UNAUDITED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the twenty-six weeks ended June 29, 2025, BGSF generated positive net cash from operating activities, primarily driven by adjustments to reconcile net loss, with minimal cash used in investing activities and a net cash outflow from financing activities Unaudited Consolidated Statements of Cash Flows (in thousands) | Metric (in thousands) | Twenty-six Weeks Ended June 29, 2025 | | :-------------------- | :----------------------------------- | | Net cash provided by operating activities | $3,215 | | Net cash used in investing activities | $(76) | | Net cash used in financing activities | $(204) | | Cash and cash equivalents, end of period | $2,777 | - Net cash provided by operating activities was **$3.215 million** for the twenty-six weeks ended June 29, 2025, including **$2.962 million** from continuing operations[22](index=22&type=chunk) - Capital expenditures were minimal at **$13 thousand** for the twenty-six-week period[22](index=22&type=chunk) [Non-GAAP Financial Measures and Reconciliations](index=9&type=section&id=NON-GAAP%20FINANCIAL%20MEASURES) [Definition and Purpose of Non-GAAP Measures](index=9&type=section&id=Definition%20and%20Purpose%20of%20Non-GAAP%20Measures) BGSF supplements its GAAP financial results with non-GAAP measures, Adjusted EBITDA and Adjusted EPS, to provide a clearer understanding of its operating performance and facilitate period-to-period comparisons by excluding certain non-cash expenses and specific events not considered part of ongoing operations - Adjusted EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization, strategic alternatives review costs, software as a service costs, and certain non-cash expenses like share-based compensation[26](index=26&type=chunk) - Adjusted EPS is defined as diluted earnings per share, excluding amortization of intangible assets from acquisitions, strategic alternatives review, software as a service costs, and certain non-cash expenses, net of tax effect[27](index=27&type=chunk) - These non-GAAP measures are used to facilitate consistent comparison of operating performance and provide a more complete understanding of factors affecting the business[25](index=25&type=chunk) [Reconciliation of Net Loss to Adjusted EBITDA](index=9&type=section&id=Reconciliation%20of%20Net%20Loss%20to%20Adjusted%20EBITDA) The reconciliation shows that Adjusted EBITDA from continuing operations for Q2 2025 was a loss of $1,145 thousand, worsening from a loss of $264 thousand in Q2 2024 and $1,032 thousand in Q1 2025, reflecting the impact of increased strategic alternatives review costs and aged receivable adjustments Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | Metric (in thousands) | Q2 2025 | Q2 2024 | Q1 2025 | | :-------------------- | :------ | :------ | :------ | | Net loss from continuing operations | $(4,862) | $(2,082) | $(2,245) | | Operating loss | $(4,425) | $(1,475) | $(1,773) | | Strategic alternatives review | $1,613 | $280 | $20 | | Aged receivable adjustment | $980 | $199 | $90 | | Adjusted EBITDA from continuing operations | $(1,145) | $(264) | $(1,032) | | Adjusted EBITDA Margin (% of revenue) | (4.9)% | (1.0)% | (5.4)% | - Adjusted EBITDA from continuing operations for the thirteen weeks ended June 29, 2025, was a loss of **$1.145 million**, compared to a loss of **$0.264 million** in the prior year period[28](index=28&type=chunk) [Reconciliation of Net Loss EPS to Adjusted EPS](index=10&type=section&id=Reconciliation%20of%20Net%20Loss%20EPS%20to%20Adjusted%20EPS) The reconciliation of EPS to Adjusted EPS shows that Adjusted EPS from continuing operations was a loss of $0.19 for Q2 2025, a deterioration from a loss of $0.04 in Q2 2024 and $0.11 in Q1 2025, reflecting the impact of various adjustments on a per-share basis Reconciliation of Net Loss EPS to Adjusted EPS | Metric | Q2 2025 | Q2 2024 | Q1 2025 | | :-------------------- | :------ | :------ | :------ | | Net loss from continuing operations per diluted share | $(0.44) | $(0.19) | $(0.21) | | Strategic alternatives review | $0.15 | $0.03 | $0.00 | | Adjusted EPS from continuing operations | $(0.19) | $(0.04) | $(0.11) | | Adjusted EPS | $0.02 | $0.25 | $0.16 | - Adjusted EPS from continuing operations for Q2 2025 was a loss of **$0.19**, compared to a loss of **$0.04** in Q2 2024[31](index=31&type=chunk) [Additional Information](index=2&type=section&id=Additional%20Information) [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) This section contains standard forward-looking statements regarding future events, including the proposed transaction, operational performance, and business plans, highlighting inherent risks and uncertainties that could cause actual results to differ materially from projections - The press release includes forward-looking statements about the proposed transaction, future operational and financial performance, and business plans[10](index=10&type=chunk) - These statements are subject to risks and uncertainties, such as the closing conditions for the sale not being satisfied, market acceptance of new offerings, and general economic activity[11](index=11&type=chunk) [Additional Information About the Equity Purchase Agreement](index=3&type=section&id=Additional%20Information%20About%20the%20Equity%20Purchase%20Agreement%20and%20Where%20to%20Find%20It) BGSF has filed a definitive proxy statement with the SEC regarding the proposed transaction, urging shareholders to review these documents before making any voting decisions, with information available on the SEC's website and BGSF's investor relations page - BGSF filed a definitive proxy statement with the SEC on July 25, 2025, and mailed it to shareholders around August 5, 2025, concerning the proposed transaction[12](index=12&type=chunk) - Shareholders are urged to read the definitive proxy statement and other related documents for important information about the proposed transaction[12](index=12&type=chunk) [Participants in the Solicitation](index=3&type=section&id=Participants%20in%20the%20Solicitation) This section clarifies that BGSF, its directors, and certain executive officers and employees may be considered participants in soliciting proxies for the proposed transaction, with detailed information on their interests available in the definitive proxy statement - BGSF, its directors, and certain executive officers and employees may be deemed participants in soliciting proxies for the proposed transaction[13](index=13&type=chunk) - More detailed information regarding the identity and interests of potential participants is provided in the definitive proxy statement filed with the SEC[13](index=13&type=chunk) [Contact Information](index=4&type=section&id=CONTACT) Contact details for investor relations are provided for inquiries regarding BGSF, Inc - Investor relations contacts are Steven Hooser or Sandy Martin of Three Part Advisors, reachable via ir@BGSF.com or phone[14](index=14&type=chunk)

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed financial statements for Outset Medical, Inc. as of June 30, 2025, and for the three and six-month periods then ended, reflecting revenue growth, improved gross margins, and a reduced net loss compared to the prior year, alongside significant changes in the balance sheet due to recent financing activities, including a new term loan and the issuance of convertible preferred stock [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2025, total assets increased to **$288.8 million** from **$275.8 million** at year-end 2024, driven by an increase in short-term investments, while total liabilities decreased significantly to **$134.0 million** from **$249.0 million**, primarily due to debt refinancing, leading to a substantial increase in total stockholders' equity to **$154.8 million** from **$26.8 million** Condensed Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | $275,578 | $258,221 | | **Total assets** | $288,801 | $275,795 | | **Total current liabilities** | $36,909 | $45,378 | | **Term loans** | $94,814 | $197,375 | | **Total liabilities** | $134,017 | $248,976 | | **Total stockholders' equity** | $154,784 | $26,819 | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) For the second quarter of 2025, total revenue grew to **$31.4 million**, a **15%** increase year-over-year, with gross profit rising to **$11.9 million**, while operating expenses were significantly reduced by **29%** to **$28.7 million**, leading to a substantially smaller loss from operations of **$16.9 million** and a net loss of **$18.5 million** compared to the prior-year period Q2 and H1 2025 vs 2024 Performance (in thousands, except per share amounts) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total revenue** | $31,419 | $27,388 | $61,171 | $55,556 | | **Gross profit** | $11,867 | $9,782 | $22,933 | $17,997 | | **Total operating expenses** | $28,732 | $40,546 | $56,197 | $85,673 | | **Loss from operations** | $(16,865) | $(30,764) | $(33,264) | $(67,676) | | **Net loss** | $(18,541) | $(34,454) | $(44,324) | $(74,398) | | **Net loss per share** | $(1.04) | $(9.96) | $(3.57) | $(21.72) | - A loss on extinguishment of term loan of **$7.7 million** was recognized in the first six months of 2025 due to debt refinancing[11](index=11&type=chunk) [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities decreased significantly to **$30.5 million** from **$79.2 million** in the prior year, reflecting a lower net loss and better working capital management, while net cash used in investing activities increased to **$109.2 million** due to higher purchases of investment securities, and net cash provided by financing activities was **$55.3 million** from preferred stock and new term loans, partially offset by prior term loan repayment Six Months Ended June 30 Cash Flow Summary (in thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | **Net cash used in operating activities** | $(30,486) | $(79,247) | | **Net cash used in investing activities** | $(109,241) | $(20,090) | | **Net cash provided by financing activities** | $55,272 | $68,687 | | **Net decrease in cash, cash equivalents and restricted cash** | $(84,455) | $(30,650) | - Financing activities in H1 2025 included **$161.5 million** in proceeds from Series A convertible preferred stock and **$98.3 million** from new term loans, offset by a **$205.0 million** repayment of a prior term loan[22](index=22&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail significant corporate and financial events, including a **15-for-one reverse stock split** in March 2025, the raising of **$172.7 million** in gross proceeds from a private placement of Series A Convertible Preferred Stock, and securing a new **$125 million** credit facility, alongside disclosures on ongoing litigation, revenue recognition, debt restructuring resulting in a **$7.7 million** loss on extinguishment, and workforce reductions - In March 2025, the company executed a **15-for-one reverse stock split** All share and per-share amounts have been retroactively adjusted[28](index=28&type=chunk)[29](index=29&type=chunk) - To improve liquidity, the company raised **$172.7 million** gross from a private placement of Series A Convertible Preferred Stock and entered a new credit agreement for up to **$125 million**, drawing an initial **$100 million** term loan[31](index=31&type=chunk)[32](index=32&type=chunk) - The company terminated its prior SLR Credit Facility and repaid all amounts due, resulting in a **$7.7 million** loss on extinguishment of debt in H1 2025[55](index=55&type=chunk) - The company is facing stockholder class action and derivative lawsuits filed in late 2024 and 2025, alleging false or misleading statements, and the outcome and potential loss cannot currently be estimated[49](index=49&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's performance, highlighting a **15%** year-over-year revenue increase for Q2 2025 to **$31.4 million** and a gross margin improvement to **37.8%**, attributing positive results to higher sales of consumables and consoles, better average selling prices, and lower unit costs, while noting a **29%** decrease in operating expenses due to cost reduction initiatives, and detailing a successful capital raise of over **$270 million** through debt and equity in early 2025, which provides sufficient liquidity for at least the next **12 months**, alongside the resolution of a prior FDA Warning Letter [Results of Operations](index=28&type=section&id=Results%20of%20Operations) Comparing the three and six months ended June 30, 2025, to the same periods in 2024, total revenue increased by **15%** and **10%**, respectively, with gross margin improving to **37.8%** for Q2 2025 from **35.7%** in Q2 2024, driven by higher average selling prices and lower console unit costs, while total operating expenses saw a significant decrease of **29%** in Q2 and **34%** in H1, primarily due to cost reduction efforts across R&D, Sales & Marketing, and General & Administrative functions, with a one-time loss of **$7.7 million** on debt extinguishment recorded in H1 2025 Revenue Growth (in thousands) | Revenue Type | Q2 2025 | Q2 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Product revenue | $23,082 | $19,238 | $3,844 | 20% | | Service and other revenue | $8,337 | $8,150 | $187 | 2% | | **Total revenue** | **$31,419** | **$27,388** | **$4,031** | **15%** | Gross Margin Improvement | Period | Gross Margin 2025 | Gross Margin 2024 | | :--- | :--- | :--- | | **Three Months Ended June 30** | 37.8% | 35.7% | | **Six Months Ended June 30** | 37.5% | 32.4% | Operating Expense Reduction (in thousands) | Expense Category | Q2 2025 | Q2 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Research and development | $5,289 | $9,734 | $(4,445) | (46)% | | Sales and marketing | $14,280 | $18,128 | $(3,848) | (21)% | | General and administrative | $9,163 | $12,684 | $(3,521) | (28)% | | **Total operating expenses** | **$28,732** | **$40,546** | **$(11,814)** | **(29)%** | [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company held **$187.4 million** in cash, cash equivalents, restricted cash, and short-term investments, having significantly bolstered its liquidity in early 2025 by raising **$172.7 million** in gross proceeds from a private placement of convertible preferred stock and securing a new **$100 million** term loan, which management believes, despite a history of net losses, are sufficient to meet anticipated needs for at least the next **12 months** - The company's cash, cash equivalents, restricted cash, and short-term investments totaled **$187.4 million** as of June 30, 2025[125](index=125&type=chunk) - In January and March 2025, the company raised **$172.7 million** in gross proceeds through a private placement of Series A Convertible Preferred Stock[125](index=125&type=chunk) - In January 2025, the company entered into a new credit agreement, securing a **$100 million** 5-year term loan with an option for an additional **$25 million**[126](index=126&type=chunk) - Management believes that existing cash and recent financing proceeds are sufficient to fund operations for at least the next **12 months**[129](index=129&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company has indicated that this section is not applicable for this reporting period - The company states this item is 'Not applicable'[136](index=136&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective at a reasonable assurance level as of June 30, 2025, with no material changes to the company's internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of the end of the period covered by the report[138](index=138&type=chunk) - No changes in internal control over financial reporting occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal controls[139](index=139&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company is currently involved in purported stockholder class action and derivative lawsuits filed in late 2024 and mid-2025, alleging that the company and certain officers and directors made materially false or misleading statements regarding its business and products, with the cases in their early stages and the potential loss currently inestimable - The company is a defendant in stockholder class action lawsuits filed in August and October 2024, and several derivative lawsuits filed between November 2024 and June 2025[49](index=49&type=chunk)[50](index=50&type=chunk) - The lawsuits allege violations of federal securities laws related to statements about the sale and marketing of the Tablo Hemodialysis System[49](index=49&type=chunk) - The litigation is at an early stage, and the company cannot currently estimate the range of possible losses[51](index=51&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) This section updates the company's risk factors, emphasizing the ongoing financial pressures faced by its customers, such as capital budget constraints and staffing shortages, which have elongated sales cycles and may continue to negatively impact revenues, while also highlighting the risks associated with pending litigation, which could adversely affect the business and reputation, and noting uncertainty related to macroeconomic conditions and government policy changes as potential headwinds - Customers are facing financial pressures, including rising interest rates and cautious capital spending, which has led to deferred purchasing decisions and elongated sales cycles since Q3 2023[145](index=145&type=chunk) - Uncertainty from policy changes under the current administration (e.g., trade tariffs, interest rates, government reimbursement) could increase financial strain on customers and adversely impact the company's results[147](index=147&type=chunk) - Ongoing litigation, including stockholder class action and derivative lawsuits, presents a risk that could adversely affect the company's business, financial condition, and reputation[150](index=150&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the reporting period - None reported[151](index=151&type=chunk) [Item 6. Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, material contracts, and certifications by the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act - A list of exhibits filed with the report is provided, including governance documents, warrant agreements, and required CEO/CFO certifications[156](index=156&type=chunk)

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) Presents the unaudited condensed consolidated financial statements and related notes for Acadia Pharmaceuticals Inc [ITEM 1. FINANCIAL STATEMENTS](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents Acadia Pharmaceuticals Inc.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income, cash flows, and stockholders' equity, along with detailed notes explaining accounting policies, segment reporting, and other financial details for the periods ended June 30, 2025, and December 31, 2024 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Provides a snapshot of the company's financial position, detailing assets, liabilities, and stockholders' equity as of specific dates Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change (vs. Dec 31, 2024) | | :-------------------------------- | :------------ | :---------------- | :-------------------------- | | **Assets** | | | | | Cash and cash equivalents | $253,637 | $319,589 | $(65,952) | | Investment securities, available-for-sale | $508,359 | $436,404 | $71,955 | | Total current assets | $960,553 | $938,318 | $22,235 | | Total assets | $1,225,555 | $1,187,756 | $37,799 | | **Liabilities & Stockholders' Equity** | | | | | Total current liabilities | $330,024 | $394,870 | $(64,846) | | Total liabilities | $403,173 | $454,963 | $(51,790) | | Total stockholders' equity | $822,382 | $732,793 | $89,589 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Presents the company's revenues, expenses, and net income over specific reporting periods Condensed Consolidated Statements of Operations Highlights (in thousands, except per share amounts) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Product sales, net | $264,566 | $241,963 | $508,882 | $447,794 | | Total operating expenses | $232,192 | $211,526 | $457,219 | $402,147 | | Income from operations | $32,374 | $30,437 | $51,663 | $45,647 | | Net income | $26,666 | $33,389 | $45,653 | $49,944 | | Basic EPS | $0.16 | $0.20 | $0.27 | $0.30 | | Diluted EPS | $0.16 | $0.20 | $0.27 | $0.30 | - For the three months ended June 30, 2025, net product sales increased by **$22.6 million (9.3%)** year-over-year, while net income decreased by **$6.7 million (20.1%)** year-over-year[13](index=13&type=chunk) - For the six months ended June 30, 2025, net product sales increased by **$61.1 million (13.6%)** year-over-year, while net income decreased by **$4.3 million (8.6%)** year-over-year[13](index=13&type=chunk) [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Details the company's net income and other comprehensive income components, such as unrealized gains/losses on investments Condensed Consolidated Statements of Comprehensive Income Highlights (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income | $26,666 | $33,389 | $45,653 | $49,944 | | Unrealized (loss) gain on investment securities | $(55) | $(113) | $95 | $(371) | | Foreign currency translation adjustments | $24 | $3 | $19 | $8 | | Comprehensive income | $26,635 | $33,279 | $45,767 | $49,581 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes the cash inflows and outflows from operating, investing, and financing activities over specific periods Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $84,279 | $54,092 | | Net cash used in investing activities | $(167,343) | $(70,231) | | Net cash provided by financing activities | $17,794 | $4,608 | | Net decrease in cash, cash equivalents and restricted cash | $(65,251) | $(11,523) | | Cash, cash equivalents and restricted cash, End of period | $263,108 | $182,904 | - Net cash provided by operating activities increased by **$30.2 million**, primarily due to increased product revenue[18](index=18&type=chunk) - Net cash used in investing activities increased by **$97.1 million**, mainly due to increased net purchases of investment securities[18](index=18&type=chunk) - Net cash provided by financing activities increased by **$13.2 million**, driven by higher proceeds from common stock issuance[18](index=18&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Outlines changes in the company's equity accounts, including common stock, additional paid-in capital, and accumulated deficit Condensed Consolidated Statements of Stockholders' Equity Highlights (in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Total stockholders' equity, beginning balances | $732,793 | $431,755 | | Additional paid-in capital, ending balance | $2,980,693 | $2,897,916 | | Accumulated deficit, ending balance | $(2,158,733) | $(2,380,893) | | Total stockholders' equity, ending balances | $822,382 | $516,700 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations and disclosures for the figures presented in the condensed consolidated financial statements [1. Organization and Business](index=8&type=section&id=1.%20Organization%20and%20Business) Acadia Pharmaceuticals Inc. is a biopharmaceutical company based in San Diego, California, focused on developing and commercializing innovative medicines for central nervous system (CNS) disorders and rare diseases. Its key approved products are NUPLAZID® for Parkinson's disease psychosis and DAYBUE™ for Rett syndrome, with DAYBUE recently receiving marketing authorization in Canada - Company focuses on CNS disorders and rare diseases[23](index=23&type=chunk) - NUPLAZID® (pimavanserin) approved by FDA in April 2016 for Parkinson's disease psychosis (PDP)[24](index=24&type=chunk) - DAYBUE™ (trofinetide) approved by FDA in March 2023 for Rett syndrome and by Health Canada in October 2024[24](index=24&type=chunk)[25](index=25&type=chunk) [2. Basis of Presentation and Significant Accounting Policies](index=8&type=section&id=2.%20Basis%20of%20Presentation%20and%20Significant%20Accounting%20Policies) The financial statements are prepared in accordance with GAAP for interim information, reflecting all necessary adjustments. The company monitors macroeconomic uncertainties and details its accounting policies for cash, accounts receivable, revenue recognition (operating as a single segment with North American sales), and intangible assets, including amortization related to the DAYBUE license - Unaudited condensed consolidated financial statements prepared in accordance with GAAP for interim financial information[26](index=26&type=chunk) - Company actively monitors macroeconomic uncertainties (inflation, recession risks, geopolitical conflicts) and their potential impact[27](index=27&type=chunk) Product Sales, Net (in thousands) | Product | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | NUPLAZID | $168,479 | $157,409 | $328,199 | $287,332 | | DAYBUE | $96,087 | $84,554 | $180,683 | $160,462 | | Total | $264,566 | $241,963 | $508,882 | $447,794 | - Intangible assets related to DAYBUE (trofinetide) license are amortized on a straight-line basis through early 2036[33](index=33&type=chunk) - Amortization expense was **$2.7 million** and **$2.3 million** for the three months ended June 30, 2025 and 2024, respectively, and **$5.4 million** and **$7.6 million** for the six months ended June 30, 2025 and 2024, respectively[33](index=33&type=chunk) [3. Earnings Per Share](index=11&type=section&id=3.%20Earnings%20Per%20Share) This note details the calculation of basic and diluted earnings per share, which are derived from net income and weighted average common shares outstanding, including the effect of potentially dilutive common shares from equity awards and employee stock purchase plan rights Earnings Per Share (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income - basic and diluted | $26,666 | $33,389 | $45,653 | $49,944 | | Weighted average shares outstanding (Basic) | 167,827 | 165,551 | 167,321 | 165,174 | | Weighted average shares outstanding (Diluted) | 168,681 | 166,174 | 168,219 | 166,391 | | Basic EPS | $0.16 | $0.20 | $0.27 | $0.30 | | Diluted EPS | $0.16 | $0.20 | $0.27 | $0.30 | - Potentially dilutive shares excluded from EPS calculation due to anti-dilutive effect were **19,595 thousand** for Q2 2025 and **18,707 thousand** for H1 2025[38](index=38&type=chunk) [4. Stock-Based Compensation](index=12&type=section&id=4.%20Stock-Based%20Compensation) This note summarizes the stock-based compensation expense recognized across various operating expense categories, detailing the valuation methods used for employee stock options, purchase plan rights, restricted stock units, and performance-based stock awards Stock-Based Compensation Expense (in thousands) | Expense Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cost of product sales | $18 | $362 | $352 | $515 | | Research and development | $4,477 | $3,749 | $7,910 | $7,842 | | Selling, general and administrative | $9,845 | $11,574 | $17,458 | $22,078 | | Total | $14,340 | $15,685 | $25,720 | $30,435 | - Stock-based compensation expense is estimated using the Black-Scholes valuation model for options and purchase rights, and market price for restricted stock units, expensed over the requisite service period[39](index=39&type=chunk) [5. Balance Sheet Details](index=12&type=section&id=5.%20Balance%20Sheet%20Details) This note provides a detailed breakdown of inventory components (finished goods, work in process, raw material) and accrued liabilities, including sales allowances, consulting fees, compensation, R&D services, lease liabilities, and royalties Inventory Composition (in thousands) | Inventory Type | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :---------------- | | Finished goods | $23,439 | $20,461 | | Work in process | $3,406 | $1,488 | | Raw material | $83,681 | $69,741 | | Total | $110,526 | $91,690 | | Reported as: | | | | Inventory | $26,124 | $21,949 | | Long-term inventory | $84,402 | $69,741 | Accrued Liabilities (in thousands) | Accrued Liability | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Accrued sales allowances | $191,204 | $148,280 | | Accrued consulting and professional fees | $30,030 | $27,435 | | Accrued compensation and benefits | $28,773 | $36,551 | | Accrued research and development services | $24,774 | $27,181 | | Current portion of lease liabilities | $11,693 | $9,958 | | Accrued royalties | $10,050 | $11,608 | | Accrued contingent payments | $0 | $102,262 | | Other | $13,403 | $15,403 | | Total | $309,927 | $378,678 | [6. Investments](index=14&type=section&id=6.%20Investments) This note details the company's available-for-sale investment securities, primarily U.S. Treasury notes and government-sponsored enterprise securities, including their amortized cost, unrealized gains/losses, and fair value. It also provides a maturity profile and confirms no material credit losses Investment Securities, Available-for-Sale (in thousands) | Security Type | Amortized Cost (June 30, 2025) | Fair Value (June 30, 2025) | Amortized Cost (Dec 31, 2024) | Fair Value (Dec 31, 2024) | | :-------------------------------- | :----------------------------- | :------------------------- | :----------------------------- | :------------------------- | | U.S. Treasury notes | $364,223 | $364,752 | $245,584 | $245,903 | | Government sponsored enterprise securities | $143,674 | $143,607 | $190,452 | $190,501 | | Total | $507,897 | $508,359 | $436,036 | $436,404 | - As of June 30, 2025, **57%** of available-for-sale securities mature in one year or less, and **43%** mature after one year but within two years[42](index=42&type=chunk) - The company had **36 investment securities** in an unrealized loss position as of June 30, 2025, with total unrealized losses of **$117 thousand**, but determined year-to-date credit losses were immaterial[42](index=42&type=chunk)[44](index=44&type=chunk) [7. Fair Value Measurements](index=15&type=section&id=7.%20Fair%20Value%20Measurements) This note outlines the fair value hierarchy (Level 1, Level 2, Level 3) used for classifying financial assets, primarily cash equivalents and available-for-sale investment securities. It specifies that Level 1 assets are valued using quoted market prices, and Level 2 assets use observable inputs from third-party pricing services - Investment policy defines allowable securities and guidelines for credit quality, diversification, and maturities, with all securities having a credit rating of at least Aa3/AA- or better, or P-1/A-1 or better[45](index=45&type=chunk) Fair Value Measurements at June 30, 2025 (in thousands) | Asset | Total Fair Value | Level 1 (Quoted Prices) | Level 2 (Observable Inputs) | Level 3 (Unobservable Inputs) | | :-------------------------------- | :--------------- | :---------------------- | :-------------------------- | :---------------------------- | | Money market fund | $157,009 | $157,009 | $0 | $0 | | U.S. Treasury notes | $364,752 | $364,752 | $0 | $0 | | Government sponsored enterprise securities | $143,607 | $0 | $143,607 | $0 | | Total | $665,368 | $521,761 | $143,607 | $0 | Fair Value Measurements at December 31, 2024 (in thousands) | Asset | Total Fair Value | Level 1 (Quoted Prices) | Level 2 (Observable Inputs) | Level 3 (Unobservable Inputs) | | :-------------------------------- | :--------------- | :---------------------- | :-------------------------- | :---------------------------- | | Money market fund | $151,555 | $151,555 | $0 | $0 | | U.S. Treasury notes | $245,903 | $245,903 | $0 | $0 | | Government sponsored enterprise securities | $190,501 | $0 | $190,501 | $0 | | Total | $587,959 | $397,458 | $190,501 | $0 | [8. Stockholders' Equity](index=16&type=section&id=8.%20Stockholders%27%20Equity) This note describes the company's equity incentive plans, including the 2024 Equity Incentive Plan and the 2024 Inducement Plan, and the issuance of performance stock units (PSUs) with market conditions. It outlines the shares authorized and available for grant under these plans - In March 2024, the Company began issuing performance stock units (PSU) with a market condition based on relative total stockholder return (rTSR) over a three-year period[49](index=49&type=chunk) - The 2024 Equity Incentive Plan, effective May 2024, permits various equity awards to employees, directors, and consultants, with **10,948,088 shares** available for new grants at June 30, 2025[50](index=50&type=chunk) - The 2024 Inducement Plan, adopted September 2024, allows grants to new employees/directors, with **538,787 shares** available for new grants at June 30, 2025[51](index=51&type=chunk) [9. Commitments and Contingencies](index=16&type=section&id=9.%20Commitments%20and%20Contingencies) This note details the company's collaboration, license, and merger agreements, outlining potential milestone payments up to $3.3 billion. It also provides updates on significant legal proceedings, including patent infringement cases for NUPLAZID, a securities class action, opt-out litigation, and a derivative suit - The Company may be required to make milestone payments up to **$3.3 billion** in aggregate for pipeline candidates[52](index=52&type=chunk) - Key license agreements include Neuren (DAYBUE, NNZ-2591), Stoke Therapeutics (SYNGAP1 program, MECP2 program discontinued), and Saniona (ACP-711 for essential tremor)[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) - Patent infringement cases for NUPLAZID against Aurobindo, MSN, and Zydus are ongoing, with favorable judgments received against MSN and Aurobindo in June 2025, both under appeal[59](index=59&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) - A securities class action, opt-out litigation, and a derivative suit are pending, all related to alleged misstatements regarding pimavanserin for dementia-related psychosis[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk) - The company cannot predict outcomes or estimate losses for these legal proceedings[70](index=70&type=chunk) [10. Leases](index=20&type=section&id=10.%20Leases) This note provides details on the company's operating lease commitments for facilities and equipment, including lease costs, cash flow information, and the maturity schedule of lease liabilities. It also highlights a new corporate office lease in Princeton, New Jersey, expected to commence in Q1 2026 Net Operating Lease Cost (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease cost | $3,869 | $2,826 | $7,907 | $5,636 | | Operating sublease income | $(594) | $(385) | $(1,183) | $(670) | | Net operating lease cost | $3,275 | $2,441 | $6,724 | $4,966 | Total Operating Lease Liabilities (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Current portion included in accrued liabilities | $11,693 | $9,958 | | Operating lease liabilities | $44,601 | $42,037 | | Total operating lease liabilities | $56,294 | $51,995 | - The company entered into a new lease agreement for corporate office space in Princeton, New Jersey, with total minimum lease payments of **$24.5 million** over 12 years and 2 months, expected to commence around Q1 2026[77](index=77&type=chunk) [11. Income Taxes](index=24&type=section&id=11.%20Income%20Taxes) This note details the income tax expense and effective tax rates for the three and six months ended June 30, 2025 and 2024, explaining variations from the U.S. federal statutory rate due to federal and state income tax expense offset by valuation allowance - For the three months ended June 30, 2025, income tax expense was **$13.5 million** on pre-tax income of **$40.2 million**, resulting in an effective tax rate of **33.7%**[79](index=79&type=chunk) - For the three months ended June 30, 2024, income tax expense was **$3.8 million** on pre-tax income of **$37.2 million**, resulting in an effective tax rate of **10.2%**[79](index=79&type=chunk) - For the six months ended June 30, 2025, income tax expense was **$22.3 million** on pre-tax income of **$68.0 million**, resulting in an effective tax rate of **32.9%**[80](index=80&type=chunk) - For the six months ended June 30, 2024, income tax expense was **$8.2 million** on pre-tax income of **$58.2 million**, resulting in an effective tax rate of **14.1%**[80](index=80&type=chunk) [12. Segment Reporting](index=24&type=section&id=12.%20Segment%20Reporting) This note confirms that the company operates as a single business segment focused on the development and commercialization of innovative medicines, with substantially all revenues generated from North America. It provides a breakdown of net revenues by product - The Company operates as a single business segment: development and commercialization of innovative medicines[36](index=36&type=chunk)[81](index=81&type=chunk) - Substantially all revenues for the three and six months ended June 30, 2025 and 2024, were generated from customers in North America[81](index=81&type=chunk) Net Revenue by Product (in thousands) | Product | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | NUPLAZID | $168,479 | $157,409 | $328,199 | $287,332 | | DAYBUE | $96,087 | $84,554 | $180,683 | $160,462 | | Total | $264,566 | $241,963 | $508,882 | $447,794 | [13. Subsequent Event](index=24&type=section&id=13.%20Subsequent%20Event) This note discloses the enactment of the One Big Beautiful Bill Act (OBBBA) on July 4, 2025, which makes permanent key elements of the Tax Cuts and Jobs Act, including domestic research cost expensing, business interest expense limitation, and 100% bonus depreciation. The company will evaluate its impact on deferred tax balances in Q3 2025 - The One Big Beautiful Bill Act (OBBBA) was signed into law on July 4, 2025[82](index=82&type=chunk) - OBBBA makes permanent domestic research cost expensing, the business interest expense limitation, and 100% bonus depreciation[82](index=82&type=chunk) - The company will evaluate the effects of OBBBA on deferred tax balances and other financial statements in the three months ended September 30, 2025[82](index=82&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=26&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on the company's financial condition and operational results, highlighting key revenue drivers, expense trends, liquidity, and capital resources. It covers the performance for the three and six months ended June 30, 2025, compared to the prior year, and discusses factors influencing future performance [Overview](index=26&type=section&id=Overview) Acadia Pharmaceuticals is a biopharmaceutical company focused on CNS disorders and rare diseases, with two commercial products, NUPLAZID and DAYBUE, generating $508.9 million in net product sales for the first six months of 2025. The company has a pipeline of product candidates, including ACP-101 (Prader-Willi syndrome) and ACP-204 (Alzheimer's disease psychosis), and has an accumulated deficit of $2.2 billion as of June 30, 2025 - Acadia Pharmaceuticals focuses on CNS disorders and rare diseases with two core franchises: neuroscience (NUPLAZID) and neuro-rare diseases (DAYBUE)[86](index=86&type=chunk)[87](index=87&type=chunk) Net Product Sales (in millions) | Product | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------- | :----------------------------- | :----------------------------- | | Total Net Product Sales | $508.9 | $447.8 | - Key pipeline candidates include ACP-101 for Prader-Willi syndrome (Phase 3 enrollment completed, top-line results expected early Q4 2025), ACP-204 for Alzheimer's disease psychosis (Phase 2 initiated), and essential tremor (ACP-711), major depressive disorder (ACP-211), and GPR88 agonist (ACP-271) in earlier stages[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) - The company had an accumulated deficit of **$2.2 billion** as of June 30, 2025, and expects to incur operating losses due to R&D and commercialization costs[92](index=92&type=chunk) [Financial Operations Overview](index=27&type=section&id=Financial%20Operations%20Overview) This section outlines the company's revenue sources from NUPLAZID and DAYBUE, the components of cost of product sales (including zero-cost inventory impact), and the nature of research and development expenses (external service providers, personnel, post-marketing requirements, pipeline advancement). It also describes selling, general and administrative expenses and the factors influencing income tax expense, including the impact of the recently enacted OBBBA - Net product sales are derived from NUPLAZID (approved April 2016) and DAYBUE (approved March 2023 in US, October 2024 in Canada)[94](index=94&type=chunk) - Cost of product sales includes manufacturing, freight, duties, overhead, and license fees/royalties (e.g., to Neuren for DAYBUE)[95](index=95&type=chunk) - The use of initial pre-launch 'zero cost inventories' for DAYBUE affects the cost of sales percentage[96](index=96&type=chunk) - Research and development expenses are primarily fees to external service providers, personnel costs, and facilities expenses, charged as incurred[97](index=97&type=chunk) - Activities focus on pimavanserin, trofinetide, ACP-101, ACP-204, and other early-stage candidates, including post-marketing requirements (PMRs) for DAYBUE[98](index=98&type=chunk) - Selling, general and administrative expenses include commercial personnel, sales forces, medical education, executive, finance, business development, legal, and patent costs, and are influenced by market dynamics[101](index=101&type=chunk) - Income tax expense primarily consists of current federal and state tax due to a full valuation allowance against net deferred tax assets[102](index=102&type=chunk) - The One Big Beautiful Bill Act (OBBBA), signed July 4, 2025, will impact financial statements from Q3 2025, affecting domestic R&D expensing, interest expense, and bonus depreciation[103](index=103&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Operating results fluctuate due to commercial activities, pipeline development, and macroeconomic factors. For Q2 2025, net product sales increased to $264.6 million (from $242.0 million in Q2 2024), driven by growth in both NUPLAZID and DAYBUE unit sales and higher average net selling prices. R&D expenses increased to $78.0 million (from $76.2 million), mainly for ACP-204 and ACP-101. SG&A expenses rose to $133.5 million (from $117.1 million) due to increased commercial expenditures for both products - Operating results are expected to fluctuate due to commercial activities, pipeline development, DAYBUE PMRs, sales allowances, and geopolitical/macroeconomic developments[105](index=105&type=chunk) Product Sales, Net (in millions) | Product | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | NUPLAZID | $168.5 | $157.4 | $328.2 | $287.3 | | DAYBUE | $96.1 | $84.6 | $180.7 | $160.5 | | Total | $264.6 | $242.0 | $508.9 | $447.8 | - Cost of product sales remained relatively flat at approximately **8%** of net product sales for the three months ended June 30, 2025 and 2024[108](index=108&type=chunk) - For the six months, it was **8%** in 2025 and **9%** in 2024[109](index=109&type=chunk) - The impact of previously expensed 'zero cost inventory' for DAYBUE was approximately **$1.5 million** for the three months and **$4.4 million** for the six months ended June 30, 2025[115](index=115&type=chunk)[116](index=116&type=chunk) - Research and development expenses increased to **$78.0 million** (Q2 2025) from **$76.2 million** (Q2 2024), and to **$156.2 million** (H1 2025) from **$135.9 million** (H1 2024), primarily due to increased expenditures for ACP-204 and ACP-101, and personnel expenses[110](index=110&type=chunk)[118](index=118&type=chunk) - Selling, general and administrative expenses increased to **$133.5 million** (Q2 2025) from **$117.1 million** (Q2 2024), and to **$259.9 million** (H1 2025) from **$225.1 million** (H1 2024), driven by increased expenditures for NUPLAZID and DAYBUE in the U.S., including DAYBUE team expansion[111](index=111&type=chunk)[119](index=119&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) The company funds operations through product sales, equity securities, and interest income, expecting current resources to be sufficient for the next 12 months. Future capital requirements depend on pipeline advancement, business development, and commercialization costs. Geopolitical and macroeconomic developments pose risks to obtaining additional financing, which, if needed, may dilute existing stockholders - Operations are funded primarily by product sales, equity securities, and interest income[120](index=120&type=chunk) - Current cash, cash equivalents, and investment securities, along with anticipated product sales, are expected to fund planned operations through and beyond the next 12 months[120](index=120&type=chunk) - Future capital requirements are dependent on costs for acquiring product candidates, R&D programs, collaboration milestones, commercialization efforts, regulatory approvals, manufacturing, and litigation[121](index=121&type=chunk)[128](index=128&type=chunk) - Geopolitical and macroeconomic developments (e.g., Ukraine-Russia conflict, Middle East conflicts, tariffs) could limit access to additional financing, potentially leading to delays or reductions in programs[122](index=122&type=chunk) [Material Cash Requirements](index=35&type=section&id=Material%20Cash%20Requirements) The company's material cash requirements include operational, manufacturing, and capital expenditures, funded by current financial resources and anticipated product sales. Key uses of cash involve employee and consultant payments, clinical trials, marketing, infrastructure, and investments in facilities. Contractual obligations include collaboration/licensing fees and potential rebates under the Inflation Reduction Act of 2022 - Primary uses of cash include paying employees and consultants, administering clinical trials, marketing products, and providing technology/facility infrastructure[125](index=125&type=chunk) - Contractual obligations include upfront license fees, development and commercial milestone payments, and royalties from collaboration/licensing agreements[126](index=126&type=chunk) - The company expects to receive its first invoice for rebates under the Inflation Reduction Act of 2022 (IRA) from Medicare Part D unit sales in 2025[127](index=127&type=chunk) [Cash Flows](index=37&type=section&id=Cash%20Flows) As of June 30, 2025, cash, cash equivalents, and investment securities totaled $762.0 million, an increase of $6.0 million from December 31, 2024. This was driven by $84.3 million in net cash from operating activities (up from $54.1 million in H1 2024) and $17.8 million from financing activities (up from $4.6 million), partially offset by $167.3 million used in investing activities (up from $70.2 million), primarily due to increased investment security purchases - Total cash, cash equivalents, and investment securities increased by **$6.0 million** to **$762.0 million** at June 30, 2025, from **$756.0 million** at December 31, 2024[129](index=129&type=chunk) - Net cash provided by operating activities was **$84.3 million** for the six months ended June 30, 2025, an increase from **$54.1 million** in the prior year, primarily due to increased product revenue[129](index=129&type=chunk) - Net cash used in investing activities increased to **$167.3 million** for the six months ended June 30, 2025, from **$70.2 million** in the prior year, mainly due to increased net purchases of investment securities[130](index=130&type=chunk) - Net cash provided by financing activities increased to **$17.8 million** for the six months ended June 30, 2025, from **$4.6 million** in the prior year, primarily due to increased proceeds from employee stock option exercises[131](index=131&type=chunk) [Off-Balance Sheet Arrangements](index=37&type=section&id=Off-Balance%20Sheet%20Arrangements) The company has not engaged in any relationships with unconsolidated entities or financial partnerships that would result in material off-balance sheet arrangements, thus not being materially exposed to related financing, liquidity, market, or credit risks - The company has not engaged in any material off-balance sheet arrangements with unconsolidated entities or financial partnerships[132](index=132&type=chunk) [Recent Accounting Pronouncements](index=37&type=section&id=Recent%20Accounting%20Pronouncements) For a discussion of recent accounting pronouncements, the company refers to Note 2, Summary of Significant Accounting Policies, in its Annual Report - Refer to Note 2, Summary of Significant Accounting Policies, in the Annual Report for a discussion of recent accounting pronouncements[133](index=133&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=37&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risk is interest rate risk, managed by investing excess cash in investment-grade, interest-bearing securities with short maturities. A 10 percent change in interest rates as of June 30, 2025, would not have a material effect on the fair value of its investment portfolio - The company invests excess cash in investment-grade, interest-bearing securities (money market funds, U.S. treasury notes, government sponsored enterprises) with maturities generally less than one year[134](index=134&type=chunk) - All investment securities have a credit rating of at least Aa3/AA- or better, or P-1/A-1 or better[134](index=134&type=chunk) - A **10 percent** change in interest rates as of June 30, 2025, would not have a material effect on the fair value of the investment portfolio[134](index=134&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=38&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management, including the CEO and CFO, evaluated the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, concluding they were effective at a reasonable assurance level. No material changes to internal control over financial reporting were identified during the last fiscal quarter - Disclosure controls and procedures were evaluated and deemed effective at the reasonable assurance level as of June 30, 2025[136](index=136&type=chunk) - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the latest fiscal quarter[137](index=137&type=chunk) [PART II. OTHER INFORMATION](index=39&type=section&id=PART%20II.%20OTHER%20INFORMATION) Contains additional disclosures not covered in the financial statements, including legal proceedings, risk factors, and exhibits [ITEM 1. LEGAL PROCEEDINGS](index=39&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section incorporates by reference the detailed information regarding legal proceedings from Note 9 to the unaudited condensed consolidated financial statements - Information on legal proceedings is incorporated by reference from Note 9 to the unaudited condensed consolidated financial statements[140](index=140&type=chunk) [ITEM 1A. RISK FACTORS](index=39&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section outlines significant risks and uncertainties that could materially and adversely affect the company's business, financial condition, results of operations, and future growth prospects. These risks span product commercialization, drug development, business operations, third-party relationships, intellectual property, government regulation, and common stock volatility [Summary Risk Factors](index=39&type=section&id=Summary%20Risk%20Factors) The company faces numerous risks, including high dependence on successful commercialization of its products, challenges in achieving market acceptance, the need for regulatory approval outside North America for trofinetide, potential decreases in payor coverage, ongoing regulatory requirements, reliance on third-party distributors, the unpredictable nature of drug development, and the need for additional financing - Prospects are highly dependent on successful commercialization of NUPLAZID and DAYBUE; failure to maintain or increase sales could materially adversely affect the business[143](index=143&type=chunk)[144](index=144&type=chunk) - Risks include products not gaining maximal acceptance, inability to obtain regulatory approval for trofinetide outside North America, diminished revenues due to decreased payor coverage or high patient out-of-pocket costs[143](index=143&type=chunk) - Drug development is long, expensive, and unpredictable with a high risk of failure; there is no guarantee of success in clinical trials or regulatory approval for product candidates[143](index=143&type=chunk)[172](index=172&type=chunk) - The company has a history of net losses and may require additional financing, which, if unavailable, could hinder business plans and future efforts[143](index=143&type=chunk)[189](index=189&type=chunk)[191](index=191&type=chunk) [Risks Related to Our Products and Product Candidates](index=41&type=section&id=Risks%20Related%20to%20Our%20Products%20and%20Product%20Candidates) Commercial success of NUPLAZID and DAYBUE is subject to risks such as patient and physician acceptance, regulatory approval scope, reimbursement adequacy, and potential adverse side effects. Estimating market potential is difficult due to underdiagnosis and adherence issues. Clinical trials for product candidates like ACP-101 and ACP-204 face high failure rates and potential delays, with unfavorable outcomes significantly impacting programs and stock value. Post-marketing studies for DAYBUE and regulatory approvals outside the U.S. are critical, and expanded access programs introduce additional risks - Commercial success depends on patient/physician acceptance, FDA approval scope, reimbursement, and managing adverse side effects[146](index=146&type=chunk) - Negative perceptions or inconsistent patient experiences could impact adoption[146](index=146&type=chunk) - Market potential for NUPLAZID and DAYBUE is difficult to estimate due to factors like underdiagnosis (PDP), patient adherence/persistence (Rett syndrome), and potential negative publicity (NUPLAZID's boxed warning)[149](index=149&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) - Failure to obtain regulatory approval for trofinetide outside North America (e.g., EU) would limit commercial revenues[155](index=155&type=chunk) - Drug development is unpredictable; preliminary results do not guarantee final success[172](index=172&type=chunk) - Past failures include Phase 3 ADVANCE-2 and Phase 2 Pediatric Trial for pimavanserin[173](index=173&type=chunk) - Unfavorable outcomes in ongoing trofinetide programs or DAYBUE post-marketing studies could be major setbacks[175](index=175&type=chunk) - Clinical trials face risks of delays, suspensions, or terminations due to regulatory requirements, patient enrollment, adverse events, or supply issues, increasing costs and delaying revenue generation[180](index=180&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) [Risks Related to Our Business](index=51&type=section&id=Risks%20Related%20to%20Our%20Business) The company's growth depends on developing, acquiring, or in-licensing new product candidates, a process fraught with integration challenges and high costs. Despite a history of net losses and an accumulated deficit of $2.2 billion, the company expects current resources to fund operations for the next 12 months, but future capital needs are uncertain. Operational results are expected to fluctuate due to various factors, including geopolitical and macroeconomic developments. Changes in tax laws, such as the OBBBA, and limitations on net operating loss carryforwards could increase tax liabilities. Global economic conditions, international trade policies (tariffs, supply chain reliance on foreign manufacturers), and catastrophic events pose significant operational and financial risks. Compliance with evolving laws and regulations, including corporate governance and environmental standards, also incurs substantial costs and risks - Failure to develop, acquire, or in-license new product candidates or products, or difficulties in integrating them, could limit business prospects and incur significant costs without guaranteed benefits[187](index=187&type=chunk)[188](index=188&type=chunk) - The company has an accumulated deficit of approximately **$2.2 billion** as of June 30, 2025, and expects future operating losses, requiring significant revenues to achieve sustained profitability[189](index=189&type=chunk)[190](index=190&type=chunk) - Future capital requirements are substantial and depend on R&D programs, commercialization efforts, and business development[191](index=191&type=chunk) - Geopolitical and macroeconomic developments could limit access to additional financing[192](index=192&type=chunk) - Operating results are expected to fluctuate due to commercial success, R&D costs, PMRs, market dynamics, and geopolitical/macroeconomic conditions[193](index=193&type=chunk)[198](index=198&type=chunk) - Changes in tax laws (e.g., OBBBA), limitations on net operating loss carryforwards (Sections 382/383), and potential reallocation of taxable income among subsidiaries could increase overall tax liability[197](index=197&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk) - Unfavorable global economic conditions (inflation, credit market volatility) and international trade policies (tariffs, reliance on foreign suppliers like China for APIs) could adversely affect business, increase costs, and disrupt supply chains[202](index=202&type=chunk)[203](index=203&type=chunk)[204](index=204&type=chunk)[205](index=205&type=chunk)[206](index=206&type=chunk)[207](index=207&type=chunk)[208](index=208&type=chunk)[209](index=209&type=chunk)[210](index=210&type=chunk) [Risks Related to Our Relationships with Third Parties](index=62&type=section&id=Risks%20Related%20to%20Our%20Relationships%20with%20Third%20Parties) The company relies heavily on third-party collaborations for product development and commercialization, which carry risks of insufficient resources, intellectual property disputes, and termination. Dependence on Contract Research Organizations (CROs) for clinical trials and third-party manufacturers for product supply exposes the company to potential delays, increased costs, and regulatory non-compliance. Disruptions in the supply chain, particularly from geopolitical and macroeconomic factors, could jeopardize commercialization and development efforts - Dependence on collaborations for product candidates and commercialization (e.g., DAYBUE outside U.S.) carries risks that collaborators may fail to develop/commercialize, lack resources, misuse IP, or terminate agreements[216](index=216&type=chunk)[217](index=217&type=chunk) - Conflicts or disputes in collaborations (e.g., payments, strategy, IP ownership) could impair program progress, harm reputation, and reduce revenues[219](index=219&type=chunk)[222](index=222&type=chunk)[223](index=223&type=chunk) - Reliance on CROs for clinical trials and data analysis poses risks of delays, suspensions, or terminations if they fail to perform, meet regulatory obligations, or provide accurate data[224](index=224&type=chunk)[225](index=225&type=chunk) - Dependence on third-party manufacturers (e.g., Patheon, Siegfried, Corden, FIS, CoreRx) for products and product candidates creates risks if facilities are not approved, manufacturers fail to comply with cGMPs, or supply chains are disrupted (e.g., DAYBUE API takes two years to produce)[226](index=226&type=chunk)[227](index=227&type=chunk)[228](index=228&type=chunk)[231](index=231&type=chunk)[232](index=232&type=chunk)[233](index=233&type=chunk) [Risks Related to Our Intellectual Property](index=68&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) The company's competitive position relies on robust intellectual property protection, primarily patents and trade secrets. However, patents are susceptible to challenges (e.g., ANDA filings, post-issuance reviews), and trade secrets are difficult to protect. Litigation concerning infringement or misappropriation is costly and time-consuming, potentially leading to significant damages or commercialization limitations. Changes in patent laws, such as the America Invents Act, and varying international protections further complicate IP defense - Commercial success depends on obtaining and maintaining intellectual property rights, including patents and trade secrets, and defending them against third-party challenges[235](index=235&type=chunk) - Patent applications may not result in issued patents, or issued patents may be challenged, invalidated, or circumvented[236](index=236&type=chunk) - Competitors may develop similar technologies or design around existing patents[236](index=236&type=chunk) - Trade secrets are difficult to protect, and confidentiality agreements with employees and partners may not prevent unauthorized disclosure, potentially limiting competitive advantage[242](index=242&type=chunk) - Intellectual property litigation is substantial in the biotechnology and pharmaceutical industries, including ANDA lawsuits and post-issuance review proceedings (e.g., IPRs) under the America Invents Act, which often favor challengers[243](index=243&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk) - An unfavorable outcome in IP disputes could lead to significant damages, injunctive relief, or costly licensing arrangements, preventing commercialization of products[247](index=247&type=chunk)[249](index=249&type=chunk) - Changes in patent laws (e.g., America Invents Act) and varying international protections can limit exclusivity periods and make it harder to obtain or defend patents[251](index=251&type=chunk) [Risks Related to Government Regulation and Our Industry](index=72&type=section&id=Risks%20Related%20to%20Government%20Regulation%20and%20Our%20Industry) Healthcare reform measures, including the ACA and IRA, may negatively impact profitability by increasing rebates, lowering reimbursement, and introducing drug price negotiations. The OBBBA could further reduce Medicaid spending and ACA marketplace enrollment. The company faces liability for off-label promotion and non-compliance with healthcare fraud and abuse laws, false claims laws, and data privacy regulations (e.g., HIPAA, GDPR, CCPA). Disruptions at regulatory agencies, intense competition, and product liability lawsuits also pose significant risks. Cybersecurity threats, including ransomware and supply-chain attacks, could compromise sensitive data and disrupt operations, leading to regulatory actions, litigation, and reputational harm - Healthcare reform measures (ACA, IRA) may negatively impact profitability through increased rebates, Medicare Part D changes, and drug price negotiations[254](index=254&type=chunk)[255](index=255&type=chunk)[257](index=257&type=chunk) - NUPLAZID could be subject to negotiated prices as early as 2029[257](index=257&type=chunk) - The One Big Beautiful Bill Act (OBBBA) is expected to reduce Medicaid spending and enrollment, narrow ACA marketplace access, and decline to extend enhanced premium tax credits, potentially reducing the number of insured Americans[256](index=256&type=chunk) - The company is subject to stringent federal, state, and foreign healthcare laws (Anti-Kickback Statute, False Claims Act, HIPAA, Physician Payments Sunshine Act) and data privacy regulations (GDPR, CCPA, PIPL)[262](index=262&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk)[267](index=267&type=chunk)[268](index=268&type=chunk) - Non-compliance could lead to substantial penalties, fines, and exclusion from government programs[268](index=268&type=chunk) - Risks include liability for off-label promotion, disruptions at FDA and other government agencies, intense competition from other pharmaceutical companies, and product liability lawsuits[280](index=280&type=chunk)[284](index=284&type=chunk)[289](index=289&type=chunk)[293](index=293&type=chunk) - Information technology systems and data are vulnerable to cyberattacks (ransomware, social engineering, supply-chain attacks), personnel misconduct, and AI-enhanced threats, potentially leading to data breaches, operational disruptions, regulatory actions, litigation, and reputational harm[297](index=297&type=chunk)[298](index=298&type=chunk)[299](index=299&type=chunk)[300](index=300&type=chunk)[303](index=303&type=chunk)[306](index=306&type=chunk)[308](index=308&type=chunk)[311](index=311&type=chunk) [ITEM 5. OTHER INFORMATION](index=92&type=section&id=ITEM%205.%20OTHER%20INFORMATION) This section discloses that Mark C. Schneyer, Executive Vice President and Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement on May 19, 2025, for the sale of up to 64,625 shares of common stock, effective from August 18, 2025, to August 18, 2026 - Mark C. Schneyer, EVP and CFO, adopted a Rule 10b5-1 trading arrangement on May 19, 2025[322](index=322&type=chunk) - The arrangement provides for the sale of up to **64,625 shares** of common stock[322](index=322&type=chunk) - The trading arrangement is effective from August 18, 2025, until August 18, 2026, or until all transactions are completed[322](index=322&type=chunk) [ITEM 6. EXHIBITS](index=94&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q, including corporate governance documents, compensation policies, lease agreements, equity incentive plan forms, certifications, and financial statements in iXBRL format - Exhibits include Amended and Restated Certificate of Incorporation and Bylaws, common stock certificate forms, Non-Employee Director Compensation Policy, Lease and Lease Agreement, Equity Incentive Plan forms, CEO and CFO certifications (302 and 906), and iXBRL formatted financial statements[324](index=324&type=chunk) [SIGNATURES](index=96&type=section&id=SIGNATURES) This section contains the official signatures, confirming due authorization for the filing of the report on behalf of Acadia Pharmaceuticals Inc. by its Executive Vice President and Chief Financial Officer - The report is duly signed on behalf of Acadia Pharmaceuticals Inc. by Mark C. Schneyer, Executive Vice President and Chief Financial Officer, on August 6, 2025[330](index=330&type=chunk)

[PART I — FINANCIAL INFORMATION](index=7&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) The company reported a $195.8 million net loss for the first half of 2025, driven by a $223.9 million impairment charge, with total assets decreasing to $5.92 billion [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $5.92 billion as of June 30, 2025, from $6.19 billion, while cash and equivalents significantly increased Condensed Consolidated Balance Sheet Highlights (In thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $357,287 | $108,172 | | Total current assets | $870,645 | $659,383 | | Total property and equipment, net | $4,746,835 | $5,215,274 | | **Total assets** | **$5,924,702** | **$6,191,795** | | **Liabilities & Equity** | | | | Total current liabilities | $712,126 | $723,055 | | Long-term debt | $1,223,736 | $1,221,399 | | **Total liabilities** | **$3,405,689** | **$3,432,090** | | **Total stockholders' equity** | **$2,519,013** | **$2,759,705** | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net loss for Q2 2025 was $185.9 million, and $195.8 million for the six months, primarily due to a $223.9 million impairment charge Statement of Operations Summary (In thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $424,721 | $549,165 | $937,780 | $979,097 | | Total operating expenses | $698,313 | $494,795 | $1,167,921 | $856,882 | | Impairment of oil and natural gas properties | $223,881 | $0 | $223,881 | $0 | | Operating income (expense) | ($273,592) | $54,370 | ($230,141) | $122,215 | | **Net income (loss)** | **($185,937)** | **$12,381** | **($195,805)** | **($100,058)** | | **Diluted EPS** | **($1.05)** | **$0.07** | **($1.10)** | **($0.59)** | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow significantly increased to $619.9 million for H1 2025, while investing activities used $292.3 million Six Months Ended June 30, Cash Flow Summary (In thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $619,878 | $385,790 | | Net cash used in investing activities | ($292,303) | ($1,062,845) | | Net cash provided by (used in) financing activities | ($76,923) | $683,221 | | **Net increase in cash** | **$250,652** | **$6,166** | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Key notes detail the $223.9 million impairment, a $20.0 million deferred tax valuation allowance, and a reduced credit facility - The company's Upstream Segment is its only reportable segment following the sale of its Carbon Capture and Sequestration (CCS) business in March 2024[39](index=39&type=chunk)[101](index=101&type=chunk) - A non-cash impairment of **$223.9 million** was recorded for U.S. oil and natural gas properties during Q2 2025 due to the ceiling test, based on SEC pricing of **$70.41/Bbl** for oil and **$3.24/Mcf** for natural gas[57](index=57&type=chunk) - The company recorded a **$20.0 million** valuation allowance against its deferred tax assets in Q2 2025, as it determined it could no longer rely on forecasts of taxable income to support their realizability due to recent losses[85](index=85&type=chunk) - Subsequent to quarter-end, on August 4, 2025, the company's bank credit facility borrowing base and commitments were decreased to **$700.0 million** from **$925.0 million**[75](index=75&type=chunk)[116](index=116&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Q2 2025 net loss, driven by a $223.9 million impairment, and outlines an enhanced corporate strategy [Significant Developments](index=25&type=section&id=Significant%20Developments) Recent developments include new well production, a reduced credit facility, strategic acquisitions, and share repurchases - The Sunspear well was shut-in shortly after first production due to a valve failure and is expected to return to production in **October 2025**[123](index=123&type=chunk) - On June 17, 2025, the company announced an enhanced corporate strategy focused on increasing cash flow, high-margin organic growth, and building a scaled U.S. Gulf of Mexico portfolio[126](index=126&type=chunk) - During Q2 2025, the company repurchased **3.8 million** shares for **$32.6 million**, leaving **$145.4 million** available under its share repurchase program[127](index=127&type=chunk) [Known Trends and Uncertainties](index=26&type=section&id=Known%20Trends%20and%20Uncertainties) The company faces risks from volatile commodity prices, inflation, and regulatory changes, including potential for further impairments - The company recorded a **$223.9 million** impairment in Q2 2025; a hypothetical **10%** decrease in commodity prices could result in an additional impairment of approximately **$691.6 million**[144](index=144&type=chunk)[145](index=145&type=chunk) - The EIA forecasts NYMEX WTI spot prices to average **$65.22 per barrel** in 2025 and Henry Hub natural gas prices to average around **$3.70 per MMBtu**[136](index=136&type=chunk)[139](index=139&type=chunk) - Significant uncertainty remains regarding BOEM's financial assurance rule for offshore operations, though revisions may reduce potential bonding requirements[147](index=147&type=chunk)[148](index=148&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Q2 2025 revenues decreased to $424.7 million due to lower oil prices, with results dominated by a $223.9 million impairment charge Production and Price Analysis | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Total production volume (MBoepd) | 93.3 | 95.5 | (2.2) | | Average Oil Price (per Bbl) | $64.08 | $80.50 | ($16.42) | | Average Natural Gas Price (per Mcf) | $3.34 | $2.59 | $0.75 | | Total revenues ($ thousands) | $424,721 | $549,165 | ($124,444) | - Lease operating expense decreased by **$20.3 million (13%)** in Q2 2025 compared to Q2 2024, mainly due to reduced facility and workover expenses at the Phoenix Field[165](index=165&type=chunk) - General and administrative expense decreased by **$8.8 million (18%)** in Q2 2025, primarily because the prior-year period included **$12.0 million** in transaction and severance costs for the QuarterNorth Acquisition[169](index=169&type=chunk) [Supplemental Non-GAAP Measure](index=33&type=section&id=Supplemental%20Non-GAAP%20Measure) Adjusted EBITDA for Q2 2025 decreased to $294.2 million, while the six-month period saw an increase to $657.3 million Reconciliation of Net Income (Loss) to Adjusted EBITDA (In thousands) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | ($185,937) | $12,381 | ($195,805) | ($100,058) | | EBITDA | $120,200 | $350,203 | $462,778 | $509,603 | | Impairment of oil and natural gas properties | $223,881 | $0 | $223,881 | $0 | | **Adjusted EBITDA** | **$294,247** | **$343,984** | **$657,250** | **$601,660** | [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) Total liquidity was $1.01 billion as of June 30, 2025, with capital expenditures of $282.5 million for the first half - Total available liquidity was **$1,014.5 million** as of June 30, 2025, reflecting cash on hand and availability under the recently redetermined **$700.0 million** borrowing base[189](index=189&type=chunk) Capital Expenditures - Six Months Ended June 30, 2025 (In thousands) | Category | Amount | | :--- | :--- | | U.S. drilling & completions | $192,189 | | Asset management | $16,579 | | Seismic and G&G, land, capitalized G&A and other | $32,867 | | Plugging & abandonment | $38,249 | | **Total** | **$282,508** | - Since March 2023, the company has repurchased **13.5 million** shares for a total of **$147.1 million**, with **$145.4 million** remaining under authorization as of June 30, 2025[193](index=193&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes occurred in market risk exposures, including commodity price and interest rate risks, since the 2024 Annual Report - There have been no material changes from the disclosures presented in the 2024 Annual Report regarding the company's exposures to market risks[205](index=205&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal controls - The principal executive officer and principal financial officer concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective at a reasonable assurance level[206](index=206&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, internal controls[208](index=208&type=chunk) [PART II — OTHER INFORMATION](index=38&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ordinary course legal proceedings, with no material developments since the 2024 Annual Report - There have been no additional material developments with respect to legal proceedings previously reported in the 2024 Annual Report[211](index=211&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) The company highlights the risk of future ceiling test impairments, noting the $223.9 million impairment recorded in Q2 2025 - The company emphasizes the risk of future ceiling test impairments, noting that for the three and six months ended June 30, 2025, it recorded an impairment of **$223.9 million**; this risk increases with low or volatile commodity prices[213](index=213&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2025, the company repurchased 3,838,670 shares for an average of $8.48 per share, with $145.4 million remaining for repurchases Issuer Purchases of Equity Securities (Q2 2025) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2025 | 0 | $0.00 | | May 2025 | 2,040,277 | $8.23 | | June 2025 | 1,798,393 | $8.76 | | **Total** | **3,838,670** | **$8.48** | [Item 5. Other Information](index=39&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q2 2025 - During Q2 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement[217](index=217&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO/CFO certifications and corporate agreements

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM 10-Q ____________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 000-23554 StoneX Group Inc. (Exact name of registrant as specified in its ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q For the quarterly period ended June 30, 2025 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 001-33366 Cheniere Energy Partners, L.P. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or ...