Exhibit 99.2 HUHUTECH INTERNATIONAL GROUP INC. AND SUBSIDIARIES INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | | Page | | --- | --- | | Unaudited Condensed Consolidated Financial Statements | | | Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 | F-2 | | Unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the Six Months Ended June | | | 30, 2025 and 2024 | F-3 | | Unaudited Condensed Consolidated Statements of Changes in Shareho ...

[Company Information](index=1&type=section&id=Company%20Information) This section provides essential details about The Kroger Co., including its filing status and stock exchange listing [Filing Details](index=1&type=section&id=Filing%20Details) This report is The Kroger Co.'s quarterly report (Form 10-Q) for the period ended August 16, 2025, with the company designated as a large accelerated filer - The Kroger Co.'s quarterly report (Form 10-Q) is for the period ended August 16, 2025[2](index=2&type=chunk) - The company's stock ticker is KR, listed on the New York Stock Exchange[3](index=3&type=chunk) Company Filing Status | Metric | Status | | :--- | :--- | | Large Accelerated Filer | ☒ | | Accelerated Filer | ☐ | | Non-Accelerated Filer | ☐ | | Smaller Reporting Company | ☐ | | Emerging Growth Company | ☐ | [PART I – FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This part contains Kroger's unaudited consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements.) This section presents The Kroger Co.'s unaudited consolidated financial statements, including statements of operations, comprehensive income, balance sheets, cash flows, and changes in shareholders' equity, along with related notes [Consolidated Statements of Operations](index=2&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) This section presents the company's consolidated statements of operations, detailing key financial performance metrics for the reported periods Key Financial Performance ($ million, except per share amounts) | Metric | For the 12 Weeks Ended August 16, 2025 (Second Quarter) | For the 12 Weeks Ended August 17, 2024 (Second Quarter) | For the 24 Weeks Ended August 16, 2025 (First Two Quarters) | For the 24 Weeks Ended August 17, 2024 (First Two Quarters) | | :--- | :--- | :--- | :--- | :--- | | Sales | $33,940 | $33,912 | $79,058 | $79,181 | | Operating Profit | $863 | $815 | $2,185 | $2,109 | | Net Earnings Attributable to The Kroger Co. | $609 | $466 | $1,475 | $1,413 | | Net Earnings Per Diluted Share Attributable to The Kroger Co. | $0.91 | $0.64 | $2.20 | $1.93 | - Net earnings attributable to The Kroger Co. increased by **30.7%** in the second quarter of 2025 and **4.4%** in the first two quarters year-over-year[6](index=6&type=chunk) - Diluted net earnings per share increased by **42.2%** in the second quarter of 2025 (from **$0.64** to **$0.91**) and **14.0%** in the first two quarters (from **$1.93** to **$2.20**)[6](index=6&type=chunk) [Consolidated Statements of Comprehensive Income](index=3&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME) This section provides the consolidated statements of comprehensive income, outlining net earnings and other comprehensive income components Comprehensive Income Overview ($ million) | Metric | For the 12 Weeks Ended August 16, 2025 (Second Quarter) | For the 12 Weeks Ended August 17, 2024 (Second Quarter) | For the 24 Weeks Ended August 16, 2025 (First Two Quarters) | For the 24 Weeks Ended August 17, 2024 (First Two Quarters) | | :--- | :--- | :--- | :--- | :--- | | Net Earnings Including Noncontrolling Interests | $610 | $465 | $1,478 | $1,421 | | Total Other Comprehensive Income (Loss) | $4 | $(121) | $6 | $(51) | | Comprehensive Income Attributable to The Kroger Co. | $613 | $345 | $1,481 | $1,362 | - Total other comprehensive income (loss) shifted from a **$(121) million** loss in the second quarter of 2024 to a **$4 million** gain in the second quarter of 2025, significantly contributing to comprehensive income growth[8](index=8&type=chunk) [Consolidated Balance Sheets](index=4&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) This section presents the consolidated balance sheets, detailing the company's assets, liabilities, and equity at specific reporting dates Balance Sheet Highlights ($ million) | Metric | As of August 16, 2025 | As of February 1, 2025 | | :--- | :--- | :--- | | Total Assets | $53,590 | $52,616 | | Total Liabilities | $44,313 | $44,335 | | Total Equity | $9,277 | $8,281 | | Cash and Temporary Cash Investments | $4,883 | $3,959 | - Cash and temporary cash investments increased by **$924 million**, from **$3,959 million** as of February 1, 2025, to **$4,883 million** as of August 16, 2025[13](index=13&type=chunk) - The current portion of long-term debt, including financing lease obligations, significantly increased from **$272 million** to **$827 million**[13](index=13&type=chunk) [Consolidated Statements of Cash Flows](index=5&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) This section outlines the consolidated statements of cash flows, categorizing cash movements from operating, investing, and financing activities Cash Flow Summary ($ million) | Metric | For the 24 Weeks Ended August 16, 2025 (First Two Quarters) | For the 24 Weeks Ended August 17, 2024 (First Two Quarters) | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $3,688 | $3,464 | | Net Cash Used in Investing Activities | $(2,107) | $(1,905) | | Net Cash Used in Financing Activities | $(657) | $(642) | | Net Increase in Cash and Temporary Cash Investments | $924 | $917 | - Net cash provided by operating activities increased by **6%** to **$3,688 million** in the first two quarters[15](index=15&type=chunk) - Net cash used in investing activities increased, primarily due to a decrease in proceeds from asset sales, from **$309 million** in the first two quarters of 2024 to **$36 million** in the first two quarters of 2025[15](index=15&type=chunk) [Consolidated Statements of Changes in Shareowners' Equity](index=6&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20SHAREOWNERS'%20EQUITY) This section details the consolidated statements of changes in shareholders' equity, showing movements in capital, retained earnings, and other comprehensive income Shareowners' Equity Changes ($ million) | Metric | As of February 1, 2025 | As of May 24, 2025 | As of August 16, 2025 | | :--- | :--- | :--- | :--- | | Total Shareowners' Equity Attributable to The Kroger Co. | $8,281 | $8,908 | $9,277 | | Net Earnings Including Noncontrolling Interests | N/A | $868 | $610 | | Cash Dividends Declared | N/A | $(211) | $(234) | - Total shareowners' equity attributable to The Kroger Co. increased from **$8,281 million** as of February 1, 2025, to **$9,277 million** as of August 16, 2025[20](index=20&type=chunk) - Net earnings (including noncontrolling interests) contributed **$868 million** in the first quarter of 2025 and **$610 million** in the second quarter[20](index=20&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=NOTES%20TO%20UNAUDITED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section provides detailed notes to the unaudited consolidated financial statements, explaining accounting policies and specific financial items [1. ACCOUNTING POLICIES](index=8&type=section&id=1.%20ACCOUNTING%20POLICIES) This section outlines the significant accounting policies used in preparing the financial statements, including fair value measurements and financing arrangements - The financial statements are unaudited, include normal recurring adjustments, and should not be considered indicative of full-year results[24](index=24&type=chunk) - Fair value measurements are categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs)[26](index=26&type=chunk) - The company has accounts payable financing arrangements with third parties, with **$266 million** outstanding under these arrangements as of August 16, 2025[32](index=32&type=chunk) [2. DEBT OBLIGATIONS](index=10&type=section&id=2.%20DEBT%20OBLIGATIONS) This section details the company's debt obligations, including long-term debt, interest expenses, and hedging activities Long-Term Debt Overview ($ million) | Metric | As of August 16, 2025 | As of February 1, 2025 | | :--- | :--- | :--- | | 1.70% to 8.00% Senior Notes (due 2064) | $14,859 | $14,854 | | Total Debt Excluding Financing Lease Obligations | $15,946 | $15,909 | | Fair Value of Total Debt | $14,886 | $14,648 | | Carrying Value of Total Debt | $15,946 | $15,909 | - Interest expense on long-term debt for the first two quarters of 2025 was **$485 million**, higher than **$265 million** for the same period in 2024[36](index=36&type=chunk) - In the second quarter of 2024, the company terminated **$5,350 million** of forward interest rate swaps and entered into **$5,350 million** of treasury lock agreements to hedge future fixed-rate debt issuances[34](index=34&type=chunk)[35](index=35&type=chunk) [3. BENEFIT PLANS](index=11&type=section&id=3.%20BENEFIT%20PLANS) This section provides information on the company's employee benefit plans, including pension and other post-retirement benefits Net Periodic Benefit Cost (Income) ($ million) | Metric | For the 12 Weeks Ended August 16, 2025 (Second Quarter) | For the 12 Weeks Ended August 17, 2024 (Second Quarter) | For the 24 Weeks Ended August 16, 2025 (First Two Quarters) | For the 24 Weeks Ended August 17, 2024 (First Two Quarters) | | :--- | :--- | :--- | :--- | :--- | | Net Periodic Benefit Cost (Income) for Pension Benefits | $4 | $(1) | $8 | $0 | | Net Periodic Benefit Cost (Income) for Other Benefits | $2 | $0 | $2 | $(1) | - The company contributed **$175 million** to employee 401(k) retirement savings accounts in the first two quarters of 2025, consistent with the prior year[39](index=39&type=chunk) [4. EARNINGS PER COMMON SHARE](index=13&type=section&id=4.%20EARNINGS%20PER%20COMMON%20SHARE) This section presents the calculation of basic and diluted earnings per common share, including adjustments for dilutive securities Earnings Per Share Reconciliation ($ million, except per share amounts) | Metric | For the 12 Weeks Ended August 16, 2025 (Second Quarter) | For the 12 Weeks Ended August 17, 2024 (Second Quarter) | For the 24 Weeks Ended August 16, 2025 (First Two Quarters) | For the 24 Weeks Ended August 17, 2024 (First Two Quarters) | | :--- | :--- | :--- | :--- | :--- | | Basic Net Earnings Per Common Share Attributable to The Kroger Co. | $0.91 | $0.64 | $2.22 | $1.94 | | Dilutive Effect of Stock Options (shares) | 3 | 4 | 3 | 6 | | Diluted Net Earnings Per Common Share Attributable to The Kroger Co. | $0.91 | $0.64 | $2.20 | $1.93 | | Average Number of Common Shares Used in Diluted Calculation | 665 | 727 | 664 | 728 | - Approximately **1 million** shares (second quarter 2025) and **4 million** shares (second quarter 2024) of options were excluded from diluted net earnings per share calculation due to their anti-dilutive effect[41](index=41&type=chunk) [5. COMMITMENTS AND CONTINGENCIES](index=14&type=section&id=5.%20COMMITMENTS%20AND%20CONTINGENCIES) This section discloses the company's commitments and contingent liabilities, including legal settlements and merger-related litigation - Kroger has reached an agreement in principle to resolve most opioid claims, agreeing to pay up to **$1,200 million** to states and local governments, **$36 million** to Native American tribes, plus approximately **$177 million** in attorneys' fees[47](index=47&type=chunk) - As of August 16, 2025, the company recorded **$137 million** of the estimated opioid settlement liability in "Other current liabilities" and **$982 million** in "Other long-term liabilities"[52](index=52&type=chunk) - The merger agreement with Albertsons Companies, Inc. was terminated on December 11, 2024, with Albertsons suing Kroger for a **$600 million** termination fee and additional damages, which Kroger denies and has counterclaimed[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) [6. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)](index=17&type=section&id=6.%20ACCUMULATED%20OTHER%20COMPREHENSIVE%20INCOME%20(LOSS)) This section details changes in accumulated other comprehensive income (loss), reflecting non-owner changes in equity Accumulated Other Comprehensive Income (Loss) Changes ($ million, net of tax) | Metric | As of February 1, 2025 | As of August 16, 2025 | | :--- | :--- | :--- | | Balance of Accumulated Other Comprehensive Income (Loss) | $(621) | $(615) | | Net Other Comprehensive Income for the Period | $6 | $6 | - Net other comprehensive income for the period was a **$6 million** gain in the first two quarters of 2025, a significant improvement from a **$(51) million** loss in the same period of 2024[60](index=60&type=chunk) [7. LEASES AND LEASE-FINANCED TRANSACTIONS](index=19&type=section&id=7.%20LEASES%20AND%20LEASE-FINANCED%20TRANSACTIONS) This section provides information on the company's lease arrangements and lease-financed transactions, including related assets and liabilities - As of August 16, 2025, net financing lease assets related to the Ocado agreement were **$907 million**, with total financing lease liabilities of **$857 million** (**$111 million** current and **$746 million** non-current)[63](index=63&type=chunk) - The company is conducting a comprehensive review of its e-commerce business to improve profitability, with potential significant impacts on its consolidated financial statements[64](index=64&type=chunk) [8. SEGMENT REPORTING](index=19&type=section&id=8.%20SEGMENT%20REPORTING) This section presents financial information by business segment, focusing on the company's primary retail operations - Retail operations account for **99%** of the company's consolidated sales and represent its sole reportable segment[65](index=65&type=chunk) Retail Segment FIFO EBITDA ($ million) | Metric | For the 12 Weeks Ended August 16, 2025 (Second Quarter) | For the 12 Weeks Ended August 17, 2024 (Second Quarter) | For the 24 Weeks Ended August 16, 2025 (First Two Quarters) | For the 24 Weeks Ended August 17, 2024 (First Two Quarters) | | :--- | :--- | :--- | :--- | :--- | | Retail Segment FIFO EBITDA | $1,521 | $1,436 | $3,717 | $3,543 | - Retail segment FIFO EBITDA increased by **$85 million** (**5.9%**) in the second quarter of 2025 and by **$174 million** (**4.9%**) in the first two quarters[67](index=67&type=chunk) [9. INCOME TAXES](index=20&type=section&id=9.%20INCOME%20TAXES) This section details the company's income tax provisions, including effective tax rates and their contributing factors Effective Income Tax Rate | Period | 2025 Effective Tax Rate | 2024 Effective Tax Rate | | :--- | :--- | :--- | | Second Quarter | 21.0% | 24.1% | | First Two Quarters | 21.2% | 21.2% | - The effective income tax rate for the second quarter of 2025 decreased, primarily because state income taxes were fully offset by tax credits and deductions, including equity-based payment benefits[69](index=69&type=chunk) [10. RECENTLY ISSUED ACCOUNTING STANDARDS](index=22&type=section&id=10.%20RECENTLY%20ISSUED%20ACCOUNTING%20STANDARDS) This section discusses recently issued accounting standards and their potential impact on the company's financial statements - FASB issued ASU 2024-03, requiring disclosure of specific expense categories, effective for annual periods beginning after December 15, 2026, with the company currently evaluating its impact[70](index=70&type=chunk) - FASB issued ASU 2023-09, amending income tax disclosure guidance, effective for annual periods beginning after December 15, 2024, and is not expected to have a material impact on the company's consolidated financial statements[71](index=71&type=chunk) [11. SUBSEQUENT EVENT](index=22&type=section&id=11.%20SUBSEQUENT%20EVENT) This section addresses subsequent events occurring after the balance sheet date, with specific disclosures marked as pending - The subsequent event section is marked as "To Be Determined" (TBD), indicating no specific disclosure information at the time of report submission[72](index=72&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.) This section provides management's detailed analysis of Kroger's financial condition and operating results, covering forward-looking statements, value creation, operating performance, and liquidity [CAUTIONARY STATEMENT](index=23&type=section&id=CAUTIONARY%20STATEMENT) This section highlights that forward-looking statements are subject to various uncertainties and risks that could cause actual results to differ materially - Forward-looking statements are subject to uncertainties including financial market conditions, labor negotiations, competition, economic trends (inflation/deflation), geopolitical events, regulatory changes, and litigation outcomes (e.g., Albertsons merger, opioid settlements)[75](index=75&type=chunk) - The company does not undertake any obligation to update the information contained in this report, unless required by applicable law[76](index=76&type=chunk) [OUR VALUE CREATION MODEL – DELIVERING CONSISTENT AND ATTRACTIVE TOTAL SHAREHOLDER RETURN](index=25&type=section&id=OUR%20VALUE%20CREATION%20MODEL%20%E2%80%93%20DELIVERING%20CONSISTENT%20AND%20ATTRACTIVE%20TOTAL%20SHAREHOLDER%20RETURN) This section outlines Kroger's value creation model, centered on its omnichannel retail business and strategic pillars to drive customer loyalty and shareholder returns - Kroger's value creation model is centered on its omnichannel retail business, building customer loyalty and driving sales growth through four pillars: "Fresh," "Our Brands," "Personalization," and "eCommerce"[77](index=77&type=chunk) - The model aims to deliver a long-term total shareholder return of **8% to 11%**[80](index=80&type=chunk) - Key strategies include achieving identical sales growth excluding fuel (especially double-digit e-commerce sales growth) and expanding operating margin through gross margin improvement, alternative profit business growth, and cost savings initiatives[81](index=81&type=chunk) [EXECUTIVE SUMMARY](index=26&type=section&id=EXECUTIVE%20SUMMARY) This section provides an executive overview of Kroger's strong second-quarter performance, highlighting progress in organizational simplification, customer experience, and value creation - Kroger achieved strong results in the second quarter, making significant progress in simplifying its organization, improving customer experience, and focusing on value creation[82](index=82&type=chunk) - Sales growth was primarily driven by pharmacy, e-commerce, and fresh departments, with improved grocery volume[82](index=82&type=chunk) Executive Summary Financial Highlights ($ million, except per share amounts) | Metric | For the 12 Weeks Ended August 16, 2025 (Second Quarter) | % Change | For the 12 Weeks Ended August 17, 2024 (Second Quarter) | For the 24 Weeks Ended August 16, 2025 (First Two Quarters) | % Change | For the 24 Weeks Ended August 17, 2024 (First Two Quarters) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Sales | $33,940 | 0.1% | $33,912 | $79,058 | (0.2)% | $79,181 | | Sales Excluding Fuel | $30,671 | 1.3% | $30,276 | $71,449 | 1.2% | $70,587 | | Identical Sales Excluding Fuel and Adjustment Items | 3.4% | N/A | 1.2% | 3.3% | N/A | 0.8% | | Operating Profit | $863 | 5.9% | $815 | $2,185 | 3.6% | $2,109 | | Adjusted Diluted Net Earnings Per Share Attributable to The Kroger Co. | $1.04 | 11.8% | $0.93 | $2.53 | 7.2% | $2.36 | - E-commerce sales grew **16%** in the second quarter and **15%** in the first two quarters, driven by strong demand for delivery solutions (up **19%** in Q2 and **20%** in the first two quarters)[89](index=89&type=chunk) - In the first two quarters of 2025, the company returned **$625 million** to shareholders through share repurchases and dividend payments[89](index=89&type=chunk) [USE OF NON-GAAP FINANCIAL MEASURES](index=28&type=section&id=USE%20OF%20NON-GAAP%20FINANCIAL%20MEASURES) This section explains Kroger's use of non-GAAP financial measures like FIFO gross margin and adjusted net earnings to provide a clearer view of core operating performance - The company uses non-GAAP measures such as FIFO gross margin, FIFO operating profit, Adjusted Net Earnings, and Adjusted Diluted Net Earnings Per Share to more accurately compare core operating performance by excluding the impact of non-operating activities[90](index=90&type=chunk)[93](index=93&type=chunk) Adjusted Net Earnings Attributable to The Kroger Co. ($ million) | Metric | For the 12 Weeks Ended August 16, 2025 (Second Quarter) | For the 12 Weeks Ended August 17, 2024 (Second Quarter) | For the 24 Weeks Ended August 16, 2025 (First Two Quarters) | For the 24 Weeks Ended August 17, 2024 (First Two Quarters) | | :--- | :--- | :--- | :--- | :--- | | Net Earnings Attributable to The Kroger Co. | $609 | $466 | $1,475 | $1,413 | | Adjustment Items for 2025 and 2024 | $86 | $215 | $215 | $315 | | Adjusted Net Earnings Attributable to The Kroger Co. (Excluding Adjustment Items) | $695 | $681 | $1,690 | $1,728 | Adjusted Diluted Net Earnings Per Share Attributable to The Kroger Co. | Metric | For the 12 Weeks Ended August 16, 2025 (Second Quarter) | For the 12 Weeks Ended August 17, 2024 (Second Quarter) | For the 24 Weeks Ended August 16, 2025 (First Two Quarters) | For the 24 Weeks Ended August 17, 2024 (First Two Quarters) | | :--- | :--- | :--- | :--- | :--- | | Diluted Net Earnings Per Share | $0.91 | $0.64 | $2.20 | $1.93 | | Adjustment Items for 2025 and 2024 | $0.13 | $0.29 | $0.33 | $0.43 | | Adjusted Diluted Net Earnings Per Share Attributable to The Kroger Co. (Excluding Adjustment Items) | $1.04 | $0.93 | $2.53 | $2.36 | - Key adjustment items for 2025 include **$100 million** in store closing costs, **$136 million** in merger-related litigation expenses, **$47 million** in severance costs, and **$56 million** in investment gains (second quarter)[95](index=95&type=chunk)[97](index=97&type=chunk) [RESULTS OF OPERATIONS](index=33&type=section&id=RESULTS%20OF%20OPERATIONS) This section provides a detailed analysis of Kroger's operating performance, including sales, gross margin, operating expenses, interest, and taxes [Sales](index=33&type=section&id=Sales) This section analyzes the company's sales performance, including total sales, fuel-excluded sales, and comparable store sales Total Sales ($ million) | Metric | For the 12 Weeks Ended August 16, 2025 (Second Quarter) | % Change | For the 12 Weeks Ended August 17, 2024 (Second Quarter) | For the 24 Weeks Ended August 16, 2025 (First Two Quarters) | % Change | For the 24 Weeks Ended August 17, 2024 (First Two Quarters) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Sales | $33,940 | 0.1% | $33,912 | $79,058 | (0.2)% | $79,181 | | Total Retail Customer Sales Excluding Fuel | $30,352 | 1.2% | $30,005 | $70,753 | 1.1% | $69,973 | | Supermarket Fuel Sales | $3,269 | (10.1)% | $3,636 | $7,609 | (11.5)% | $8,594 | - Identical sales excluding fuel and adjustment items grew **3.4%** in the second quarter of 2025 and **3.3%** in the first two quarters, driven by pharmacy, e-commerce, and fresh sales[105](index=105&type=chunk)[106](index=106&type=chunk) - E-commerce sales increased by **16%** in the second quarter and **15%** in the first two quarters, with delivery solutions growing **19%** in the second quarter and **20%** in the first two quarters[103](index=103&type=chunk) [Gross Margin, LIFO and FIFO Gross Margin](index=36&type=section&id=Gross%20Margin,%20LIFO%20and%20FIFO%20Gross%20Margin) This section examines the company's gross margin, including the impact of LIFO accounting and FIFO gross margin trends Gross Margin | Period | 2025 Second Quarter | 2024 Second Quarter | 2025 First Two Quarters | 2024 First Two Quarters | | :--- | :--- | :--- | :--- | :--- | | Gross Margin | 22.5% | 22.1% | 22.8% | 22.0% | - LIFO charge increased to **$62 million** in the second quarter of 2025 (from **$21 million** in Q2 2024) and to **$102 million** in the first two quarters (from **$62 million** in the first two quarters of 2024), reflecting anticipated annual product cost inflation[118](index=118&type=chunk) - Excluding the impact of fuel, FIFO gross margin increased by **39 basis points** in the second quarter of 2025 and **62 basis points** in the first two quarters, primarily due to the sale of the lower-margin Kroger Specialty Pharmacy business, reduced shrink, and lower supply chain costs[119](index=119&type=chunk)[120](index=120&type=chunk) [Operating, General and Administrative Expenses](index=37&type=section&id=Operating,%20General%20and%20Administrative%20Expenses) This section details the company's operating, general, and administrative expenses, analyzing their impact on profitability OG&A Expense as a Percentage of Sales | Period | 2025 OG&A as % of Sales | 2024 OG&A as % of Sales | | :--- | :--- | :--- | | Second Quarter | 17.6% | 17.4% | | First Two Quarters | 17.6% | 17.0% | - Excluding the impact of fuel, Kroger Specialty Pharmacy, and adjustment items, the OG&A rate decreased by **41 basis points** in the second quarter of 2025 and **9 basis points** in the first two quarters, driven by broad-based cost savings and administrative efficiencies[125](index=125&type=chunk)[127](index=127&type=chunk) - Increased multi-employer pension contributions and healthcare costs in 2025 contributed to a higher OG&A rate in the first two quarters of 2025[123](index=123&type=chunk)[126](index=126&type=chunk) [Rent Expense](index=39&type=section&id=Rent%20Expense) This section discusses the company's rent expense and its stability relative to sales over the reporting periods - Rent expense as a percentage of sales remained relatively stable in the second quarter and first two quarters of 2025 compared to the same periods in 2024[128](index=128&type=chunk) [Depreciation and Amortization Expense](index=39&type=section&id=Depreciation%20and%20Amortization%20Expense) This section analyzes depreciation and amortization expenses, noting factors influencing their changes relative to sales - Depreciation and amortization expense as a percentage of sales increased in the second quarter and first two quarters of 2025, primarily due to the sale of the Kroger Specialty Pharmacy business, which had a lower depreciation and amortization rate[129](index=129&type=chunk) [Operating Profit and FIFO Operating Profit](index=39&type=section&id=Operating%20Profit%20and%20FIFO%20Operating%20Profit) This section presents the company's operating profit and FIFO operating profit, highlighting growth and contributing factors Operating Profit ($ million) | Metric | For the 12 Weeks Ended August 16, 2025 (Second Quarter) | For the 12 Weeks Ended August 17, 2024 (Second Quarter) | For the 24 Weeks Ended August 16, 2025 (First Two Quarters) | For the 24 Weeks Ended August 17, 2024 (First Two Quarters) | | :--- | :--- | :--- | :--- | :--- | | Operating Profit | $863 | $815 | $2,185 | $2,109 | | FIFO Operating Profit | $925 | $836 | $2,287 | $2,171 | | Adjusted FIFO Operating Profit (Excluding Adjustment Items) | $1,091 | $984 | $2,610 | $2,483 | - Operating profit increased by **5.9%** in the second quarter of 2025 and **3.6%** in the first two quarters[84](index=84&type=chunk) - Adjusted FIFO operating profit, excluding adjustment items, increased by **10.9%** in the second quarter of 2025 and **5.1%** in the first two quarters[84](index=84&type=chunk) [Net Interest Expense](index=43&type=section&id=Net%20Interest%20Expense) This section details the company's net interest expense, explaining the drivers behind its changes Net Interest Expense ($ million) | Period | 2025 Second Quarter | 2024 Second Quarter | 2025 First Two Quarters | 2024 First Two Quarters | | :--- | :--- | :--- | :--- | :--- | | Net Interest Expense | $144 | $84 | $343 | $207 | - Net interest expense significantly increased, primarily due to higher average total outstanding debt resulting from senior notes issued in the third quarter of 2024[136](index=136&type=chunk) [Income Taxes](index=43&type=section&id=Income%20Taxes) This section provides an overview of the company's income tax expenses and effective tax rates for the reported periods Effective Income Tax Rate | Period | 2025 Second Quarter | 2024 Second Quarter | 2025 First Two Quarters | 2024 First Two Quarters | | :--- | :--- | :--- | :--- | :--- | | Effective Income Tax Rate | 21.0% | 24.1% | 21.2% | 21.2% | - The effective income tax rate for the second quarter of 2025 decreased to **21.0%**, mainly because state income taxes were fully offset by tax credits and deductions, including equity-based payment benefits[137](index=137&type=chunk) [Net Earnings and Net Earnings Per Diluted Share](index=43&type=section&id=Net%20Earnings%20and%20Net%20Earnings%20Per%20Diluted%20Share) This section analyzes the company's net earnings and diluted earnings per share, including adjusted figures and growth drivers Net Earnings and Diluted Net Earnings Per Share | Metric | For the 12 Weeks Ended August 16, 2025 (Second Quarter) | For the 12 Weeks Ended August 17, 2024 (Second Quarter) | For the 24 Weeks Ended August 16, 2025 (First Two Quarters) | For the 24 Weeks Ended August 17, 2024 (First Two Quarters) | | :--- | :--- | :--- | :--- | :--- | | Diluted Net Earnings Per Share | $0.91 | $0.64 | $2.20 | $1.93 | | Adjusted Diluted Net Earnings Per Share | $1.04 | $0.93 | $2.53 | $2.36 | - Diluted net earnings per share increased by **42%** in the second quarter of 2025 and **14%** in the first two quarters[139](index=139&type=chunk)[140](index=140&type=chunk) - The growth in adjusted diluted net earnings per share was primarily driven by increased adjusted FIFO operating profit (excluding fuel), lower income tax expense, and a reduction in outstanding common shares, partially offset by higher net interest expense and lower fuel earnings[139](index=139&type=chunk)[140](index=140&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=44&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section discusses Kroger's liquidity and capital resources, including cash flow, capital investments, debt management, and share repurchase programs [Cash Flow Information](index=44&type=section&id=Cash%20Flow%20Information) This section summarizes the company's cash flows from operating, investing, and financing activities Cash Flow Summary ($ million) | Metric | For the 24 Weeks Ended August 16, 2025 (First Two Quarters) | For the 24 Weeks Ended August 17, 2024 (First Two Quarters) | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $3,688 | $3,464 | | Net Cash Used in Investing Activities | $(2,107) | $(1,905) | | Net Cash Used in Financing Activities | $(657) | $(642) | - Net cash provided by operating activities increased by **6%** to **$3,688 million** in the first two quarters of 2025[143](index=143&type=chunk) - Net cash used in investing activities increased, primarily due to reduced proceeds from asset sales, while net cash used in financing activities remained consistent[144](index=144&type=chunk)[146](index=146&type=chunk) [Capital Investments](index=45&type=section&id=Capital%20Investments) This section details the company's capital investments, including expenditures for new stores and renovations Capital Investments ($ million) | Metric | For the 24 Weeks Ended August 16, 2025 (First Two Quarters) | For the 24 Weeks Ended August 17, 2024 (First Two Quarters) | | :--- | :--- | :--- | | Total Capital Investments (Excluding Lease Acquisitions) | $(2,030) | $(2,076) | - Total capital investments for the first two quarters of 2025 were **$2,030 million**, consistent with the prior year[147](index=147&type=chunk) - During the rolling four-quarter period ended second quarter 2025, the company opened, expanded, relocated, or acquired **25** supermarkets and completed **203** remodels, resulting in a **0.3%** year-over-year increase in total supermarket square footage[147](index=147&type=chunk) [Debt Management](index=45&type=section&id=Debt%20Management) This section discusses the company's debt management strategies, including total debt levels and credit facilities - As of August 16, 2025, total debt (including current and long-term financing lease obligations) increased by **$54 million** compared to the end of fiscal year 2024, primarily due to net increases in financing lease obligations and real estate transactions[150](index=150&type=chunk) - As of August 16, 2025, the company had no outstanding commercial paper and no borrowings under its revolving credit facilities[148](index=148&type=chunk) [Common Share Repurchase Programs](index=45&type=section&id=Common%20Share%20Repurchase%20Programs) This section outlines the company's common share repurchase programs, including amounts and shares repurchased Share Repurchases (First Two Quarters 2025) | Metric | Amount | | :--- | :--- | | Share Repurchases | $203 million | | Shares Repurchased | 3.0 million shares | | Average Repurchase Price | $68.21/share | - The Board of Directors authorized a **$7.5 billion** share repurchase program on December 11, 2024, with **$2.5 billion** remaining under the authorization as of August 16, 2025[152](index=152&type=chunk)[155](index=155&type=chunk) - In 2024, the company initiated a **$5.0 billion** accelerated share repurchase (ASR) agreement under the December 2024 repurchase program, with final settlement expected in the third quarter of 2025[153](index=153&type=chunk) [Liquidity Needs](index=47&type=section&id=Liquidity%20Needs) This section addresses the company's liquidity needs and how they are met through cash, operations, and financing sources - The company expects to meet its short-term and long-term liquidity needs through existing cash and temporary cash investments (**$4.9 billion** as of August 16, 2025), cash flow from operations, and other liquidity sources, including its commercial paper program and bank credit facilities[156](index=156&type=chunk)[157](index=157&type=chunk) - The company typically operates with a working capital deficit, which is supported by its efficient cash utilization and consistent access to capital markets[157](index=157&type=chunk) - The company is committed to maintaining its current investment grade debt ratings and effectively managing competitive conditions[157](index=157&type=chunk) [CRITICAL ACCOUNTING ESTIMATES](index=47&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES) This section confirms that no significant changes have occurred in the company's critical accounting estimates since the last annual report - There have been no significant changes in the company's critical accounting estimates since the filing of the annual report on Form 10-K for the fiscal year ended February 1, 2025[160](index=160&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) This section confirms no significant changes in the company's market risk exposures since the last annual report - There have been no material changes in the company's market risks since the annual report on Form 10-K for the fiscal year ended February 1, 2025[161](index=161&type=chunk) - As of August 16, 2025, the company had no outstanding forward interest rate swap agreements or treasury lock agreements[161](index=161&type=chunk) [PART II - OTHER INFORMATION](index=49&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This part contains additional information beyond the financial statements, including controls, legal proceedings, equity purchases, and exhibits [Item 4. Controls and Procedures](index=49&type=section&id=Item%204.%20Controls%20and%20Procedures.) This section confirms the effectiveness of the company's disclosure controls and procedures and ongoing internal control enhancements - As of August 16, 2025, disclosure controls and procedures were deemed effective, providing reasonable assurance for timely and accurate financial reporting[162](index=162&type=chunk) - Kroger is implementing a multi-year technology transformation project to modernize systems and improve process efficiencies, continuously evaluating the effectiveness of internal controls[163](index=163&type=chunk) - No significant changes in internal control over financial reporting occurred during the quarter ended August 16, 2025[164](index=164&type=chunk) [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings.) This section refers to the detailed disclosures on legal proceedings found in the notes to the consolidated financial statements - Information regarding legal proceedings is disclosed by reference to Note 5, "Commitments and Contingencies," in the consolidated financial statements[165](index=165&type=chunk) [Item 5. Other Information](index=50&type=section&id=Item%205.%20Other%20Information.) This section provides additional information, including details on issuer purchases of equity securities during the quarter [ISSUER PURCHASES OF EQUITY SECURITIES](index=50&type=section&id=ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) This section details the company's equity security repurchase activities, including shares bought back and remaining authorization Issuer Purchases of Equity Securities (Second Quarter 2025) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs ($ million) | | :--- | :--- | :--- | :--- | :--- | | May 25 to June 21, 2025 | 2,999 | $66.20 | 2,999 | $2,500 | | June 22 to July 19, 2025 | 944,754 | $71.50 | 250,355 | $2,500 | | July 20 to August 16, 2025 | 60,098 | $72.35 | 60,098 | $2,500 | | Total | 1,007,851 | $71.53 | 313,452 | $2,500 | - Repurchased shares include those bought under the 1999 repurchase program and shares surrendered by employees for tax withholding on restricted stock under long-term incentive plans[170](index=170&type=chunk) - As of August 16, 2025, **$2.5 billion** remained available under the December 2024 repurchase program[155](index=155&type=chunk)[170](index=170&type=chunk) [Item 6. Exhibits](index=51&type=section&id=Item%206.%20Exhibits.) This section lists all exhibits filed with the Form 10-Q, including key agreements and certification documents - Exhibits include the Merger Agreement (October 13, 2022), amended Articles of Incorporation, indentures, credit agreements, and various certification documents (e.g., Rule 13a-14(a) / 15d-14(a) Certifications)[171](index=171&type=chunk) [SIGNATURES](index=54&type=section&id=SIGNATURES) This section confirms the official signing of the report by the company's interim CEO and CFO - This report was signed on September 19, 2025, by Ronald L. Sargent (Interim Chief Executive Officer) and David J. C. Kennerley (Chief Financial Officer)[178](index=178&type=chunk)

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Scholastic Corporation's unaudited condensed consolidated financial statements, including statements of operations, comprehensive income (loss), balance sheets, changes in stockholders' equity, and cash flows, along with detailed notes explaining accounting policies, segment performance, debt, acquisitions, and other financial disclosures [Condensed Consolidated Statements of Operations (Unaudited)](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(Unaudited)) Scholastic Corporation reported a Q1 FY26 net loss of $71.1 million, with revenues decreasing to $225.6 million and diluted loss per share at $2.83 Condensed Consolidated Statements of Operations | Metric | August 31, 2025 ($M) | August 31, 2024 ($M) | | :------------------------------------------ | :------------------- | :------------------- | | Revenues | 225.6 | 237.2 | | Operating income (loss) | (92.2) | (88.5) | | Net income (loss) | (71.1) | (62.5) | | Basic and diluted earnings (loss) per share | (2.83) | (2.21) | [Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)%20(Unaudited)) The comprehensive loss for Q1 FY26 was $67.3 million, an increase from $54.1 million in the prior year, including foreign currency translation and pension adjustments Condensed Consolidated Statements of Comprehensive Income (Loss) | Metric | August 31, 2025 ($M) | August 31, 2024 ($M) | | :-------------------------------- | :------------------- | :------------------- | | Net income (loss) | (71.1) | (62.5) | | Total other comprehensive income (loss), net | 3.8 | 8.4 | | Comprehensive income (loss) | (67.3) | (54.1) | [Condensed Consolidated Balance Sheets (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) As of August 31, 2025, total assets were $1,954.6 million, total liabilities increased, and total stockholders' equity decreased to $878.0 million from $957.3 million in the prior year Condensed Consolidated Balance Sheets - Summary | Metric | August 31, 2025 ($M) | May 31, 2025 ($M) | August 31, 2024 ($M) | | :-------------------------- | :------------------- | :------------------ | :------------------- | | Total assets | 1,954.6 | 1,950.1 | 1,960.0 | | Total liabilities | 1,076.6 | 1,003.6 | 1,002.7 | | Total stockholders' equity | 878.0 | 946.5 | 957.3 | Condensed Consolidated Balance Sheets - Key Items | Asset/Liability | August 31, 2025 ($M) | May 31, 2025 ($M) | August 31, 2024 ($M) | | :-------------------------- | :------------------- | :------------------ | :------------------- |\ | Cash and cash equivalents | 94.3 | 124.0 | 84.1 | | Inventories, net | 322.2 | 250.2 | 310.3 | | Long-term debt | 325.0 | 250.0 | 225.0 | [Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Unaudited)) Total stockholders' equity decreased from $946.5 million at June 1, 2025, to $878.0 million at August 31, 2025, primarily due to a net loss of $71.1 million and dividend payments of $5.1 million Condensed Consolidated Statements of Changes in Stockholders' Equity | Metric | June 1, 2025 ($M) | August 31, 2025 ($M) | | :-------------------------------- | :------------------ | :------------------- | | Total Stockholders' Equity (Beginning) | 946.5 | 946.5 | | Net Income (loss) | — | (71.1) | | Foreign currency translation adjustment | — | 3.5 | | Pension and post-retirement adjustments | — | 0.3 | | Stock-based compensation | — | 1.9 | | Proceeds pursuant to stock-based compensation plans | — | 0.5 | | Treasury stock issued pursuant to equity-based plans | — | 1.5 | | Dividends | — | (5.1) | | Total Stockholders' Equity (Ending) | — | 878.0 | [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) For Q1 FY26, cash used in operating activities increased to $81.8 million, cash used in investing activities decreased significantly to $14.9 million, and cash provided by financing activities decreased to $66.8 million Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | August 31, 2025 ($M) | August 31, 2024 ($M) | | :-------------------------------- | :------------------- | :------------------- | | Net cash provided by (used in) operating activities | (81.8) | (41.9) | | Net cash provided by (used in) investing activities | (14.9) | (200.8) | | Net cash provided by (used in) financing activities | 66.8 | 211.9 | | Net increase (decrease) in cash and cash equivalents | (29.7) | (29.6) | | Cash and cash equivalents at end of period | 94.3 | 84.1 | [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) These notes provide detailed explanations of the financial statements, covering accounting policies, revenue disaggregation, segment performance, debt, acquisitions, goodwill, investments, stock-based compensation, treasury stock, comprehensive income, fair value measurements, income taxes, derivatives, accrued expenses, and subsequent events [1. Basis of Presentation](index=8&type=section&id=1.%20BASIS%20OF%20PRESENTATION) This note outlines the company's consolidation principles, fiscal year, the unaudited nature of interim statements, the highly seasonal nature of its business, and the use of management estimates, along with the assessment of recently issued accounting pronouncements - The company's business is highly seasonal, with revenues in the first and third fiscal quarters generally lower due to its school-year operating cycle[17](index=17&type=chunk) - The preparation of financial statements involves significant management estimates and assumptions, including allowances for credit losses, pension benefits, inventory reserves, and impairment testing[18](index=18&type=chunk) - The company is currently assessing the impact of new accounting pronouncements ASU 2025-05 (Credit Losses), ASU 2024-03 (Expense Disaggregation), and ASU 2023-09 (Income Taxes) on its consolidated financial statements[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) [2. Revenues](index=10&type=section&id=2.%20REVENUES) Total revenues decreased to $225.6 million for Q1 FY26 from $237.2 million in the prior year, with Children's Book Publishing and Distribution revenues increasing while Education Solutions and Entertainment revenues decreased, and International revenues showed an increase, with contract liabilities totaling $184.7 million Revenues by Segment/Channel | Segment/Channel | August 31, 2025 ($M) | August 31, 2024 ($M) | Change ($M) | Change (%) | | :-------------------------------- | :------------------- | :------------------- | :---------- | :--------- | | Children's Book Publishing and Distribution | 109.4 | 105.4 | 4.0 | 3.8% | | Education Solutions | 40.1 | 55.7 | (15.6) | (28.0)% | | Entertainment | 13.6 | 16.6 | (3.0) | (18.1)% | | International | 59.4 | 56.8 | 2.6 | 4.6% | | Overhead | 3.1 | 2.7 | 0.4 | 14.8% | | **Total Revenues** | **225.6** | **237.2** | **(11.6)** | **(4.9)%** | Contract Liabilities | Type | August 31, 2025 ($M) | August 31, 2024 ($M) | | :-------------------------- | :------------------- | :------------------- | | Book fairs incentive credits | 104.0 | 99.4 | | Magazines+ subscriptions | 19.3 | 22.2 | | U.S. digital subscriptions | 12.3 | 19.2 | | U.S. education-related | 7.0 | 10.3 | | Entertainment-related | 12.8 | 6.8 | | Stored value programs | 22.8 | 17.3 | | Other | 6.5 | 5.0 | | **Total contract liabilities** | **184.7** | **180.2** | - The company recognized **$37.0 million** in revenue from the opening Deferred revenue balance for the three months ended August 31, 2025, an increase from **$29.2 million** in the prior year[29](index=29&type=chunk) [3. Segment Information](index=12&type=section&id=3.%20SEGMENT%20INFORMATION) Scholastic operates in four reportable segments: Children's Book Publishing and Distribution, Education Solutions, Entertainment, and International, with Children's Book Publishing and Distribution improving its operating loss, Education Solutions and Entertainment seeing increased operating losses, and International significantly reducing its operating loss in Q1 FY26 - The company's chief operating decision maker (CODM) uses operating income (loss) to evaluate segment performance and allocate resources[33](index=33&type=chunk) Consolidated Operating Income (Loss) by Segment | Segment | August 31, 2025 ($M) | August 31, 2024 ($M) | Change ($M) | Change (%) | | :-------------------------------- | :------------------- | :------------------- | :---------- | :--------- | | Children's Book Publishing and Distribution | (35.1) | (36.6) | 1.5 | 4.1% | | Education Solutions | (21.2) | (17.0) | (4.2) | (24.7)% | | Entertainment | (4.0) | (0.5) | (3.5) | NM | | International | (4.2) | (8.3) | 4.1 | 49.4% | | Overhead | (27.7) | (26.1) | (1.6) | (6.1)% | | **Consolidated Operating Income (Loss)** | **(92.2)** | **(88.5)** | **(3.7)** | **(4.2)%** | Total Revenues by Region | Region | August 31, 2025 ($M) | August 31, 2024 ($M) | Change ($M) | Change (%) | | :------------- | :------------------- | :------------------- | :---------- | :--------- | | United States | 141.7 | 149.7 | (8.0) | (5.3)% | | International | 83.9 | 87.5 | (3.6) | (4.1)% | | **Total Revenues** | **225.6** | **237.2** | **(11.6)** | **(4.9)%** | [4. Asset Write Down](index=13&type=section&id=4.%20ASSET%20WRITE%20DOWN) The company recognized an impairment charge of $0.8 million in Q1 FY26 for capitalized cloud computing arrangement costs in the Children's Book Publishing and Distribution segment, resulting in a $0.02 loss per share due to product discontinuation - An impairment charge of **$0.8 million** was recognized in Q1 FY26 for unrecoverable capitalized cloud computing arrangement costs in the Children's Book Publishing and Distribution segment, leading to a **$0.02 loss per share**[41](index=41&type=chunk) [5. Debt](index=13&type=section&id=5.%20DEBT) Total debt increased to $331.2 million as of August 31, 2025, primarily due to increased borrowings under the U.S. Credit Agreement, a $400.0 million unsecured revolving credit facility, with the company remaining in compliance with all debt covenants Total Debt | Debt Type | August 31, 2025 ($M) | May 31, 2025 ($M) | August 31, 2024 ($M) | | :-------------------------- | :------------------- | :------------------ | :------------------- | | U.S. Credit Agreement | 325.0 | 250.0 | 225.0 | | Unsecured lines of credit | 6.2 | 6.2 | 6.1 | | **Total debt** | **331.2** | **256.2** | **231.1** | - The U.S. Credit Agreement is a **$400.0 million** unsecured revolving credit facility with a maturity date of November 26, 2029[45](index=45&type=chunk) - Outstanding borrowings under the U.S. Credit Agreement were **$325.0 million** at August 31, 2025, at a weighted average interest rate of **6.1%**, compared to **$225.0 million** at **6.8%** in the prior year[49](index=49&type=chunk) - Film related obligations decreased to **$14.7 million** at August 31, 2025, from **$34.1 million** at August 31, 2024[55](index=55&type=chunk) [6. Commitments and Contingencies](index=16&type=section&id=6.%20COMMITMENTS%20AND%20CONTINGENCIES) The company accrues liabilities for probable and estimable legal matters and does not anticipate a material adverse effect on its financial position or results of operations from current claims, with additional insurance recoveries expected from a fiscal 2021 intellectual property legal settlement, though the amount is not yet determinable - The company accrues liabilities for probable and estimable legal matters and does not anticipate a material adverse effect on its financial position or results of operations from current claims[56](index=56&type=chunk) - Additional recoveries from insurance programs related to a fiscal 2021 intellectual property legal settlement are expected, but the amount is currently not determinable[57](index=57&type=chunk) [7. Earnings (Loss) Per Share](index=16&type=section&id=7.%20EARNINGS%20(LOSS)%20PER%20SHARE) Basic and diluted loss per share for Class A and Common Stock was $2.83 for Q1 FY26, compared to $2.21 in the prior year, with no dilutive share impact reported due to the net loss Earnings (Loss) Per Share | Metric | August 31, 2025 | August 31, 2024 | | :---------------------------------------------------------------- | :-------------- | :-------------- | | Net income (loss) attributable to Class A and Common Stockholders | $(71.1) M | $(62.5) M | | Weighted average Shares outstanding for basic EPS (millions) | 25.2 | 28.3 | | Basic EPS | $(2.83) | $(2.21) | | Diluted EPS | $(2.83) | $(2.21) | - Anti-dilutive shares from stock-based compensation plans were **1.6 million** for Q1 FY26 and **1.7 million** for Q1 FY25, excluded from diluted EPS computation due to net loss[58](index=58&type=chunk) [8. Acquisitions](index=16&type=section&id=8.%20ACQUISITIONS) On June 20, 2024, Scholastic acquired 9 Story for $193.7 million, expanding its Entertainment segment's IP development and distribution capabilities, resulting in $64.2 million in goodwill and $85.3 million in amortizable intangible assets - Scholastic acquired 9 Story on June 20, 2024, for **$193.7 million**, expanding its children's content development, production, and licensing interests within the Entertainment segment[60](index=60&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) - The acquisition resulted in the recognition of **$64.2 million** in goodwill and **$85.3 million** in amortizable intangible assets, including existing content/IP, customer contracts/relationships, and trade names[63](index=63&type=chunk)[67](index=67&type=chunk) [9. Goodwill and Other Intangibles](index=18&type=section&id=9.%20GOODWILL%20AND%20OTHER%20INTANGIBLES) Goodwill remained stable at $199.7 million as of August 31, 2025, with no impairment charges, while other intangible assets, net, decreased slightly to $86.6 million, with a weighted-average remaining useful life of approximately 8.2 years for amortizable assets Goodwill | Metric | August 31, 2025 ($M) | May 31, 2025 ($M) | August 31, 2024 ($M) | | :-------------------- | :------------------- | :------------------ | :------------------- | | Beginning balance | 198.9 | 132.8 | 132.8 | | Additions | — | 64.2 | 70.1 | | Foreign currency translation | 0.8 | 1.9 | 1.5 | | **Ending balance** | **199.7** | **198.9** | **204.4** | Other Intangible Assets, Net | Metric | August 31, 2025 ($M) | May 31, 2025 ($M) | August 31, 2024 ($M) | | :------------------------------------------------------------------------------------------------ | :------------------- | :------------------ | :------------------- | | Total other intangibles subject to amortization, net | 84.5 | 85.8 | 92.6 | | Total other intangibles not subject to amortization | 2.1 | 2.1 | 2.1 | | **Total other intangible assets, net** | **86.6** | **87.9** | **94.7** | - The weighted-average remaining useful life of all amortizable intangible assets is approximately **8.2 years**[69](index=69&type=chunk) [10. Investments](index=19&type=section&id=10.%20INVESTMENTS) Total investments remained stable at $40.0 million as of August 31, 2025, including equity method investments in a UK children's book publishing business and a financing/production company, with the company recognizing a loss of $0.1 million from equity investments in Q1 FY26 Total Investments | Metric | August 31, 2025 ($M) | May 31, 2025 ($M) | August 31, 2024 ($M) | | :------------------------ | :------------------- | :------------------ | :------------------- | | Equity method investments | 33.6 | 33.6 | 32.5 | | Equity method and other investments | 6.4 | 6.4 | 7.0 | | **Total Investments** | **40.0** | **40.0** | **39.5** | - The company recognized a loss of **$0.1 million** from equity investments for the three months ended August 31, 2025, compared to income of **$0.2 million** in the prior year[73](index=73&type=chunk) [11. Stock-Based Compensation](index=19&type=section&id=11.%20STOCK-BASED%20COMPENSATION) Total stock-based compensation expense decreased to $1.9 million for Q1 FY26 from $2.2 million in the prior year, primarily due to lower stock option expense Stock-Based Compensation Expense | Expense Type | August 31, 2025 ($M) | August 31, 2024 ($M) | | :-------------------------- | :------------------- | :------------------- | | Stock option expense | 0.3 | 0.6 | | Restricted stock unit expense | 1.5 | 1.5 | | Management stock purchase plan | 0.0 | 0.0 | | Employee stock purchase plan | 0.1 | 0.1 | | **Total stock-based compensation expense** | **1.9** | **2.2** | [12. Treasury Stock](index=20&type=section&id=12.%20TREASURY%20STOCK) As of August 31, 2025, $70.0 million remained available for future common share repurchases under Board authorization, with no repurchases made during Q1 FY26 - **$70.0 million** remained available for future common share repurchases under Board authorization as of August 31, 2025[76](index=76&type=chunk) - No repurchases of the company's Common Stock were made during the three months ended August 31, 2025[77](index=77&type=chunk) [13. Accumulated Other Comprehensive Income (Loss)](index=20&type=section&id=13.%20ACCUMULATED%20OTHER%20COMPREHENSIVE%20INCOME%20(LOSS)) Accumulated other comprehensive loss improved to $(37.7) million at August 31, 2025, from $(44.1) million at August 31, 2024, primarily due to positive foreign currency translation adjustments Accumulated Other Comprehensive Income (Loss) | Component | August 31, 2025 ($M) | August 31, 2024 ($M) | | :-------------------------------- | :------------------- | :------------------- | | Foreign currency translation adjustments | (32.5) | (38.7) | | Retirement benefit plans | (5.2) | (5.4) | | **Total** | **(37.7)** | **(44.1)** | - Other comprehensive income (loss) before reclassifications was **$3.5 million** for Q1 FY26, compared to **$8.2 million** for Q1 FY25[78](index=78&type=chunk) [14. Fair Value Measurements](index=21&type=section&id=14.%20FAIR%20VALUE%20MEASUREMENTS) The company employs a three-level fair value hierarchy for assets and liabilities, classifying cash and cash equivalents as Level 1, debt and foreign currency forward contracts as Level 2, and non-financial assets like long-lived assets and goodwill using Level 2 and Level 3 inputs on a non-recurring basis - The company categorizes fair value measurements into three levels: Level 1 (unadjusted quoted prices in active markets), Level 2 (observable inputs other than Level 1 quoted prices), and Level 3 (unobservable inputs)[82](index=82&type=chunk) - Cash and cash equivalents are Level 1, while debt and foreign currency forward contracts are Level 2. Non-financial assets like long-lived assets and goodwill are measured using Level 2 and Level 3 inputs[80](index=80&type=chunk)[81](index=81&type=chunk) [15. Income Taxes and Other Taxes](index=22&type=section&id=15.%20INCOME%20TAXES%20AND%20OTHER%20TAXES) The interim effective tax rate for Q1 FY26 was 26.7%, down from 31.9% in the prior year, primarily due to non-deductible compensation and expected state and local income tax, with the company evaluating the impact of the One Big Beautiful Bill Act (OBBBA) and determining the OECD's Pillar Two global minimum tax framework to be immaterial - The interim effective tax rate for the three months ended August 31, 2025, was **26.7%**, compared to **31.9%** for the prior fiscal year period[85](index=85&type=chunk) - The company does not anticipate a material effect on its consolidated financial statements for FY26 from the recently enacted One Big Beautiful Bill Act (OBBBA)[88](index=88&type=chunk) - The impact of the OECD's Pillar Two global minimum tax framework was determined to be immaterial to the company's financial statements[87](index=87&type=chunk) [16. Derivatives and Hedging](index=23&type=section&id=16.%20DERIVATIVES%20AND%20HEDGING) The company uses foreign currency derivative contracts to economically hedge exposure to foreign currency fluctuations, primarily for forecasted inventory purchases and foreign expenditures, with notional values of $22.8 million and a net unrealized loss of $0.3 million recognized in both Q1 FY26 and Q1 FY25 - The company enters into foreign currency derivative contracts to economically hedge foreign currency fluctuations, not for trading or speculative purposes[90](index=90&type=chunk) - Notional values of derivative contracts were **$22.8 million** as of August 31, 2025 and 2024, with a net unrealized loss of **$0.3 million** recognized in both periods[91](index=91&type=chunk) [17. Other Accrued Expenses](index=23&type=section&id=17.%20OTHER%20ACCRUED%20EXPENSES) Total other accrued expenses decreased to $138.5 million at August 31, 2025, from $166.2 million at May 31, 2025, primarily driven by lower accrued bonus and commissions and accrued other taxes Other Accrued Expenses | Expense Type | August 31, 2025 ($M) | May 31, 2025 ($M) | August 31, 2024 ($M) | | :-------------------------------- | :------------------- | :------------------ | :------------------- | | Accrued payroll, payroll taxes and benefits | 35.2 | 35.2 | 30.5 | | Accrued bonus and commissions | 10.5 | 26.6 | 13.0 | | Returns liability | 32.9 | 34.4 | 30.7 | | Accrued other taxes | 11.6 | 22.2 | 13.6 | | Accrued advertising and promotions | 5.8 | 5.1 | 7.3 | | Other accrued expenses | 42.5 | 42.7 | 44.0 | | **Total accrued expenses** | **138.5** | **166.2** | **139.1** | [18. Subsequent Events](index=23&type=section&id=18.%20SUBSEQUENT%20EVENTS) On September 17, 2025, the Board declared a quarterly cash dividend of $0.20 per share on the company's Class A and Common Stock, payable on December 15, 2025 - A quarterly cash dividend of **$0.20 per share** was declared on September 17, 2025, payable on December 15, 2025[93](index=93&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance, condition, and future outlook, detailing consolidated and segment-level results, seasonality, liquidity, capital resources, financing, new accounting pronouncements, and forward-looking statements [Overview and Outlook](index=24&type=section&id=Overview%20and%20Outlook) Revenues for Q1 FY26 decreased by 5% to $225.6 million, and net loss per diluted share increased to $2.83, with the company completing the integration of its Children's Book Group, positioning the Entertainment segment for growth, and improving International profitability, while anticipating benefits from new book releases in the remainder of FY26 Overview and Outlook - Key Metrics | Metric | Q1 FY26 (Aug 31, 2025) | Q1 FY25 (Aug 31, 2024) | Change ($M) | Change (%) | | :-------------------------------- | :--------------------- | :--------------------- | :---------- | :--------- | | Revenues | $225.6 M | $237.2 M | $(11.6) | (5)% | | Net loss per diluted share | $(2.83) | $(2.21) | $(0.62) | (28.1)% | - The company completed the integration of its Book Fairs, Book Clubs, and Trade Publishing divisions into a new Children's Book Group to strengthen publishing, merchandising, and distribution[96](index=96&type=chunk) - International segment results reflected increased profitability, primarily in Asia and Australia, driven by higher revenues and previously implemented cost-savings programs[96](index=96&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) This section details the consolidated and segment-specific financial performance for Q1 FY26 compared to the prior year, covering revenues, cost of goods sold, selling, general and administrative expenses, depreciation and amortization, asset impairments, interest income/expense, and net income/loss [Consolidated Results](index=24&type=section&id=Consolidated%20Results) Consolidated revenues decreased by $11.6 million (4.9%) to $225.6 million, with cost of goods sold increasing as a percentage of revenues, SG&A expenses decreasing due to reorganization and cost-saving initiatives despite increased severance, and net loss increasing to $71.1 million Consolidated Financial Performance | Metric | Q1 FY26 (Aug 31, 2025) | Q1 FY25 (Aug 31, 2024) | Change ($M) | Change (%) | | :-------------------------------- | :--------------------- | :--------------------- | :---------- | :--------- | | Revenues | $225.6 M | $237.2 M | $(11.6) | (4.9)% | | Net loss | $(71.1) M | $(62.5) M | $(8.6) | (13.8)% | Consolidated Cost of Goods Sold | Component | Q1 FY26 ($M) | % of Revenue | Q1 FY25 ($M) | % of Revenue | | :------------------------------------------ | :----------- | :----------- | :----------- | :----------- | | Product, service and production costs and inventory reserves | $68.6 | 30.4% | $74.2 | 31.3% | | Royalty and participation costs | 24.2 | 10.7% | 22.0 | 9.3% | | Prepublication and production amortization | 7.1 | 3.1% | 6.7 | 2.8% | | Postage, freight, shipping, fulfillment and other | 23.6 | 10.5% | 25.4 | 10.7% | | **Total Cost of goods sold** | **$123.5** | **54.7%** | **$128.3** | **54.1%** | - Selling, general and administrative expenses decreased by **$4.9 million** to **$177.2 million**, primarily due to lower employee-related costs and marketing expenses, partially offset by **$7.6 million** in severance expense[100](index=100&type=chunk) - Interest expense increased to **$5.0 million** from **$3.8 million** due to increased borrowings under the U.S. Credit Agreement[103](index=103&type=chunk) [Children's Book Publishing and Distribution](index=25&type=section&id=Children's%20Book%20Publishing%20and%20Distribution) Revenues increased by $4.0 million (3.8%) to $109.4 million, driven by increased redemptions of book fair incentive program credits, with operating loss improving by $1.5 million to $35.1 million, and cost of goods sold as a percentage of revenues increasing due to higher royalty and product costs, with newly imposed tariffs expected to further increase costs during peak selling seasons Children's Book Publishing and Distribution Performance | Metric | Q1 FY26 (Aug 31, 2025) | Q1 FY25 (Aug 31, 2024) | Change ($M) | Change (%) | | :-------------------------------- | :--------------------- | :--------------------- | :---------- | :--------- | | Revenues | $109.4 M | $105.4 M | $4.0 | 3.8% | | Operating income (loss) | $(35.1) M | $(36.6) M | $1.5 | 4.1% | - Revenues from School Reading Events increased **$4.4 million**, driven by increased redemptions of book fair incentive program credits[108](index=108&type=chunk) - Cost of goods sold as a percentage of revenues increased to **56.9%** from **55.9%**, driven by higher royalty costs and product costs related to book fair incentives[108](index=108&type=chunk) - The company expects newly imposed tariffs to increase Cost of goods sold during its peak selling seasons in the second and fourth fiscal quarters, particularly within the book fairs channel[108](index=108&type=chunk) [Education Solutions](index=26&type=section&id=Education%20Solutions) Revenues decreased significantly by $15.6 million (28.0%) to $40.1 million, primarily due to delayed or reduced school funding and lower sales of supplemental programs, with operating loss worsening by $4.2 million to $21.2 million, while cost of goods sold as a percentage of revenues decreased due to a favorable product mix and other operating expenses decreased due to lower employee-related and external labor costs Education Solutions Performance | Metric | Q1 FY26 (Aug 31, 2025) | Q1 FY25 (Aug 31, 2024) | Change ($M) | Change (%) | | :-------------------------------- | :--------------------- | :--------------------- | :---------- | :--------- | | Revenues | $40.1 M | $55.7 M | $(15.6) | (28.0)% | | Operating income (loss) | $(21.2) M | $(17.0) M | $(4.2) | (24.7)% | - The decrease in segment revenues was primarily driven by delayed or reduced school funding, resulting in lower sales of supplemental programs, Magazines+, and timing of revenues from sponsored programs[112](index=112&type=chunk) - Other operating expenses decreased by **$3.3 million**, primarily attributable to lower employee-related and external labor costs[114](index=114&type=chunk) [Entertainment](index=26&type=section&id=Entertainment) Revenues decreased by $3.0 million (18.1%) to $13.6 million, mainly due to fewer episodic deliveries and delays in production greenlights from major platforms, with operating loss increasing by $3.5 million to $4.0 million, and cost of goods sold as a percentage of revenues increasing due to the timing of distribution and participation expenses and higher costs for production services Entertainment Performance | Metric | Q1 FY26 (Aug 31, 2025) | Q1 FY25 (Aug 31, 2024) | Change ($M) | Change (%) | | :-------------------------------- | :--------------------- | :--------------------- | :---------- | :--------- | | Revenues | $13.6 M | $16.6 M | $(3.0) | (18.1)% | | Operating income (loss) | $(4.0) M | $(0.5) M | $(3.5) | NM | - The decrease in segment revenues was primarily driven by lower production revenues due to fewer episodic deliveries and delays in production greenlights from major platforms[118](index=118&type=chunk) - Other operating expenses increased by **$0.7 million**, reflecting a full quarter of expenses in fiscal 2026 compared to a partial quarter in fiscal 2025 due to the 9 Story acquisition[120](index=120&type=chunk) [International](index=27&type=section&id=International) Revenues increased by $2.6 million (4.6%) to $59.4 million, with local currency growth in Australia, New Zealand, Asia (India, Philippines), and the U.K., partially offset by a decrease in Canada, and operating loss significantly improved by $4.1 million to $4.2 million, driven by increased profitability in Asia and Australia due to higher revenues and lower operating costs International Performance | Metric | Q1 FY26 (Aug 31, 2025) | Q1 FY25 (Aug 31, 2024) | Change ($M) | Change (%) | | :-------------------------------- | :--------------------- | :--------------------- | :---------- | :--------- | | Revenues | $59.4 M | $56.8 M | $2.6 | 4.6% | | Operating income (loss) | $(4.2) M | $(8.3) M | $4.1 | 49.4% | - Local currency revenues increased by **$2.4 million**, with growth in Australia, New Zealand, Asia, and the U.K., partially offset by a **$1.6 million** decrease in Canada[123](index=123&type=chunk) - Cost of goods sold as a percentage of revenues decreased due to lower inbound freight and postage costs in Canada and lower fulfillment costs in Australia[124](index=124&type=chunk) [Overhead](index=28&type=section&id=Overhead) Unallocated overhead expense increased by $1.6 million to $27.7 million, primarily due to a $7.5 million increase in severance expense related to cost-savings initiatives, partially offset by lower employee-related costs from previous reorganization efforts - Unallocated overhead expense increased by **$1.6 million** to **$27.7 million**, primarily driven by a **$7.5 million** increase in severance expense related to cost-savings initiatives[127](index=127&type=chunk) [Seasonality](index=28&type=section&id=Seasonality) The company's business is highly seasonal, with its Children's Book Publishing and Distribution school-based channels and most Education Solutions businesses operating on a school-year basis, typically resulting in lower revenues in the first and third fiscal quarters - The company's business is highly seasonal, with school-based channels and magazine revenues minimal in the first and third fiscal quarters as schools are not in session[128](index=128&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) Cash used in operating activities increased significantly to $81.8 million in Q1 FY26, primarily due to increased inventory purchases, higher severance and tax payments, and increased interest payments, while cash used in investing activities decreased substantially due to the absence of a large acquisition, and cash provided by financing activities decreased due to lower net borrowings and no common stock repurchases, with the company maintaining sufficient liquidity through cash, operations, and its U.S. Credit Agreement Cash Flow Activities | Cash Flow Activity | Q1 FY26 (Aug 31, 2025) ($M) | Q1 FY25 (Aug 31, 2024) ($M) | Change ($M) | | :-------------------------------- | :-------------------------- | :-------------------------- | :---------- | | Operating activities | $(81.8) | $(41.9) | $(39.9) | | Investing activities | $(14.9) | $(200.8) | $185.9 | | Financing activities | $66.8 | $211.9 | $(145.1) | - Cash used in operating activities increased primarily due to increased inventory purchases (including higher tariff payments), higher severance and tax payments, and increased interest payments[129](index=129&type=chunk) - The decrease in cash used in investing activities was primarily driven by the absence of the **$176.4 million** cash paid for the 9 Story acquisition in the prior fiscal year[130](index=130&type=chunk) - The company's primary sources of liquidity include cash and cash equivalents (**$94.3 million** at August 31, 2025), cash from operations, and its U.S. Credit Agreement, which has **$74.6 million** of availability[134](index=134&type=chunk) [Financing](index=29&type=section&id=Financing) The company's financing primarily consists of the U.S. Credit Agreement and various credit lines, including those related to film related obligations, as detailed in Note 5 to the financial statements - The company's financing arrangements include the U.S. Credit Agreement and various credit lines, including film related obligations, as described in Note 5[135](index=135&type=chunk) [New Accounting Pronouncements](index=29&type=section&id=New%20Accounting%20Pronouncements) Information concerning recent accounting pronouncements and their potential impact on the company's financial statements is referenced in Note 1 of the Notes to Financial Statements - Refer to Note 1 of the Notes to Financial Statements for information concerning recent accounting pronouncements[135](index=135&type=chunk) [Forward-Looking Statements](index=30&type=section&id=Forward-Looking%20Statements) This section contains cautionary statements regarding forward-looking information, noting that results or expectations expressed by such statements are subject to risks and uncertainties that could cause actual results to differ materially, and the company disclaims any intention or obligation to update or revise these statements - The report contains forward-looking statements subject to risks and uncertainties, and actual results may differ materially. The company disclaims any obligation to update or revise these statements[136](index=136&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exposed to market risks primarily from fluctuations in foreign currency exchange rates and changes in interest rates on its variable-rate borrowings, with foreign currency risk managed through internal procedures and short-term forward exchange contracts not used for trading or speculative purposes - The company's cash flows and earnings are subject to fluctuations from changes in foreign currency exchange rates and interest rates on its variable-rate borrowings[138](index=138&type=chunk) - Foreign currency risk is managed through internally established procedures and short-term forward exchange contracts, which are not used for trading or speculative purposes[138](index=138&type=chunk) Debt Obligations and Fair Value | Debt Obligations | Fiscal Year Maturity 2026 ($M) | Fiscal Year Maturity 2027 ($M) | Fiscal Year Maturity 2028 ($M) | Fiscal Year Maturity 2029 ($M) | Fiscal Year Maturity 2030 ($M) | Total ($M) | Fair Value at 08/31/2025 ($M) | | :-------------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :--------- | :---------------------------- | | Lines of credit and current portion of long-term debt | — | 6.2 | — | — | — | 6.2 | 6.2 | | Average interest rate | — | 4.9% | — | — | — | | | | Long-term debt | — | — | — | — | 325.0 | 325.0 | 325.0 | | Average interest rate | — | — | — | — | 6.1% | | | | Film related obligations | 2.5 | 5.5 | 2.9 | 3.8 | — | 14.7 | 14.7 | | Average interest rate | 5.7% | 6.7% | 5.6% | 5.5% | — | | | [Item 4. Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of August 31, 2025, with no material changes in 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 August 31, 2025[142](index=142&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended August 31, 2025[142](index=142&type=chunk) PART II - OTHER INFORMATION [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No shares were repurchased under the company's authorized stock repurchase program during Q1 FY26, and no Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during this period - No shares were repurchased under the company's authorized stock repurchase program during the three months ended August 31, 2025[144](index=144&type=chunk) - No Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the three months ended August 31, 2025[145](index=145&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) This section is a placeholder and contains no specific information for the current reporting period [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and the financial statements formatted in Inline Extensible Business Reporting Language (XBRL) - Exhibits include certifications from the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[146](index=146&type=chunk)[147](index=147&type=chunk) - The financial statements are included in Inline Extensible Business Reporting Language (XBRL) format as Exhibit 101[146](index=146&type=chunk)[147](index=147&type=chunk) [Signatures](index=37&type=section&id=Signatures) The report is duly signed on behalf of Scholastic Corporation by Peter Warwick, President and Chief Executive Officer, and Haji L. Glover, Executive Vice President and Chief Financial Officer, on September 19, 2025 - The report was signed by Peter Warwick (President and Chief Executive Officer) and Haji L. Glover (Executive Vice President and Chief Financial Officer) on September 19, 2025[150](index=150&type=chunk)

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: June 30, 2025 Nevada 11-3797644 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Ad ...

[FORM 20-F Cover Page](index=1&type=section&id=Form%2020-F%20Cover%20Page) [Form Type and Registrant Information](index=1&type=section&id=Form%20Type%20and%20Registrant%20Information) This Annual Report on Form 20-F for FY2025 details Nova Minerals Limited, an Australian company headquartered in Caulfield, Victoria - The filing is an Annual Report on Form 20-F for the fiscal year ended June 30, 2025[2](index=2&type=chunk) - Nova Minerals Limited is incorporated in Australia with its principal executive offices in Caulfield, Victoria[3](index=3&type=chunk) [Securities and Filing Status](index=1&type=section&id=Securities%20and%20Filing%20Status) Nova Minerals' ADSs trade on Nasdaq (NVA), each representing 60 ordinary shares; the company is a non-accelerated, emerging growth filer Registered Securities | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | American Depositary Shares, each representing 60 ordinary shares, no par value | NVA | Nasdaq Capital Market | | Ordinary shares, no par value* | N/A | N/A | - The number of outstanding ordinary shares as of September 19, 2025, was **401,501,417**[5](index=5&type=chunk) - The registrant is classified as a non-accelerated filer and an emerging growth company[11](index=11&type=chunk) - The company prepares its financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board[12](index=12&type=chunk) [Table of Contents](index=3&type=section&id=TABLE%20OF%20CONTENTS) [Presentation of Financial and Other Information](index=5&type=section&id=PRESENTATION%20OF%20FINANCIAL%20AND%20OTHER%20INFORMATION) [Financial Statements and Corporate Information](index=5&type=section&id=Financial%20Statements%20and%20Corporate%20Information) Financial statements are in Australian dollars under IFRS for fiscal years ending June 30; Nova is an Australian company listed on ASX and Nasdaq - All financial statements are presented in Australian dollars (A$) and prepared in accordance with IFRS for fiscal years ending June 30[19](index=19&type=chunk) - Translations from Australian dollars to U.S. dollars in this report use a rate of **A$1.00 per US$0.6636** as of September 12, 2025[19](index=19&type=chunk) - Nova Minerals Limited's ordinary shares are listed on the ASX (NVA), and its ADSs (each representing 60 ordinary shares) and warrants are listed on Nasdaq (NVA, NVAWW)[20](index=20&type=chunk) [Corporate Events and Market Data](index=5&type=section&id=Corporate%20Events%20and%20Market%20Data) A July 2025 public offering raised over US$12.1 million; market data is based on third-party sources and internal assumptions, not independently verified July 2025 Public Offering Proceeds | Item | Amount (US$) | | :--- | :--- | | Gross proceeds from initial offering (1,200,000 ADSs) | 11,100,000 | | Gross proceeds from over-allotment option (108,400 ADSs) | 1,002,700 | | **Total Gross Proceeds** | **12,102,700** | - As of September 19, 2025, there were **401,501,417** ordinary shares issued and outstanding[22](index=22&type=chunk) - Market, economic, and industry data in the report are derived from third-party sources and internal assumptions, which are not independently verified and may not be reliable indicators of future results[23](index=23&type=chunk) [Technical Mining Information and Terms](index=5&type=section&id=Technical%20Mining%20Information%20and%20Terms) The company, in exploration, has inferred, indicated, and measured mineral resources but no proven reserves, with estimates differing from SEC S-K 1300 standards [Cautionary Note Regarding Presentation of Mineral Reserve and Mineral Resource Estimates](index=5&type=section&id=Cautionary%20Note%20Regarding%20Presentation%20of%20Mineral%20Reserve%20and%20Mineral%20Resource%20Estimates) [Qualified Persons Statement](index=7&type=section&id=Qualified%20Persons%20Statement) [Glossary of Mining Terms](index=7&type=section&id=Glossary%20of%20Mining%20Terms) - The company has inferred, indicated, and measured mineral resources but no mineral reserves, and is still in the exploration stage with no commercial production at the Estelle Project[29](index=29&type=chunk)[30](index=30&type=chunk) - A formal Feasibility Study (FS) for the Estelle Project is not expected to be completed until 2026, meaning estimated proven or probable mineral reserves, mine life, and gold pricing cannot be determined yet[30](index=30&type=chunk) - Estimates of inferred mineral resources have a high degree of uncertainty and may not form the basis of an economic analysis under S-K 1300[31](index=31&type=chunk) [Note Regarding Forward-Looking Statements](index=11&type=section&id=Note%20Regarding%20Forward-Looking%20Statements) Forward-looking statements in this report involve substantial risks and uncertainties, cautioning investors that actual results may differ materially - Forward-looking statements in the report involve substantial risks and uncertainties, including those related to future operations, business plans, and strategies[40](index=40&type=chunk) - Factors that may materially affect actual results include expectations regarding revenue, expenses, operations, funding, exploration results, environmental issues, permits, government regulation, and key personnel[41](index=41&type=chunk) [PART I](index=12&type=section&id=PART%20I) [ITEM 1. Identity of Directors, Senior Management and Advisers](index=12&type=section&id=ITEM%201.%20IDENTITY%20OF%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20ADVISERS) This item states that the information regarding the identity of directors, senior management, and advisers is not applicable in this section [ITEM 2. Offer Statistics and Expected Timetable](index=12&type=section&id=ITEM%202.%20OFFER%20STATISTICS%20AND%20EXPECTED%20TIMETABLE) This item indicates that information regarding offer statistics and expected timetable is not applicable [ITEM 3. Key Information](index=12&type=section&id=ITEM%203.%20KEY%20INFORMATION) [A. [Reserved]](index=12&type=section&id=A.%20%5BReserved%5D) [B. Capitalization and Indebtedness](index=12&type=section&id=B.%20Capitalization%20and%20Indebtedness) This section states that information regarding capitalization and indebtedness is not applicable in this part of the report [C. Reasons for the Offer and Use of Proceeds](index=12&type=section&id=C.%20Reasons%20for%20the%20Offer%20and%20Use%20of%20Proceeds) This section indicates that information regarding the reasons for the offer and use of proceeds is not applicable [D. Risk Factors](index=12&type=section&id=D.%20Risk%20Factors) Investment in Nova Minerals carries risks including unproven reserves, Estelle Project dependence, commodity price volatility, high capital needs, and regulatory challenges [Summary of Key Risks](index=12&type=section&id=Summary%20of%20Key%20Risks) [Risks Related to Our Business and Industry](index=14&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) [Risks Related to Ownership of the ADSs and the Warrants](index=28&type=section&id=Risks%20Related%20to%20Ownership%20of%20the%20ADSs%20and%20the%20Warrants) - The Estelle Project currently has estimated measured, indicated, and inferred gold resources but no known mineral reserves, and there is no assurance of establishing commercially exploitable quantities[49](index=49&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) - The company has no history of producing metals from its current mineral property and does not operate any mines, making the development of the Estelle Project highly speculative[50](index=50&type=chunk)[58](index=58&type=chunk)[68](index=68&type=chunk) - Profitability and cash flows are significantly affected by volatile market prices for gold and antimony, which have fluctuated widely due to various global factors[50](index=50&type=chunk)[63](index=63&type=chunk) - The company has negative cash flows from operating activities and will require additional financing to fund exploration and development, with no assurance of obtaining such funds on acceptable terms[50](index=50&type=chunk)[84](index=84&type=chunk)[87](index=87&type=chunk) - Development of the Estelle Project is subject to extensive environmental laws and regulations, permitting requirements, and potential opposition from various groups, which could cause delays and increased costs[50](index=50&type=chunk)[72](index=72&type=chunk)[79](index=79&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk)[92](index=92&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk)[102](index=102&type=chunk) - As a foreign private issuer, Nova Minerals Limited is exempt from certain U.S. securities laws and Nasdaq corporate governance standards, which may afford less protection to ADS holders[173](index=173&type=chunk)[175](index=175&type=chunk) [ITEM 4. Information on the Company](index=37&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) [A. History and Development of the Company](index=37&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Incorporated in Australia in 1987, Nova acquired an 85% Estelle Project interest in 2017, completed Nasdaq IPOs in 2024/2025, and reduced exploration capital expenditures - Nova Minerals Limited was incorporated in Australia in January 1987 and has been listed on the ASX since 1987. Its ADSs and public warrants are listed on the Nasdaq Capital Market[192](index=192&type=chunk) - In 2017, the company entered a joint venture for the Estelle Project in Alaska, acquiring an **85% ownership interest**[193](index=193&type=chunk) Public Offering Details | Offering Date | Securities | Gross Proceeds (US$) | | :------------ | :--------- | :------------------- | | July 25, 2024 (IPO) | 475,000 ADSs + 475,000 Warrants (plus over-allotment) | ~3.3 million | | July 16, 2025 | 1,200,000 ADSs (plus over-allotment) | 12,102,700 | Capital Expenditures (A$) | Fiscal Year Ended June 30 | Amount | | :------------------------ | :----- | | 2025 | 7,090,323 | | 2024 | 11,150,476 | | 2023 | 22,440,925 | [B. Business Overview](index=40&type=section&id=B.%20Business%20Overview) Nova Minerals, an ASX/Nasdaq-listed exploration company, focuses on Alaska's Estelle Project, holding 5.17 Moz Au and high-grade antimony, pursuing dual-commodity production [Our Company](index=41&type=section&id=Our%20Company) [The Estelle Gold and Critical Minerals Project](index=41&type=section&id=The%20Estelle%20Gold%20and%20Critical%20Minerals%20Project) The year-round Estelle Project in Alaska hosts 5.17 Moz Au and high-grade antimony, with ongoing drilling, metallurgical testing, and critical mineral extraction exploration [Project Description, Location and Access](index=41&type=section&id=Project%20Description%2C%20Location%20and%20Access) [Mining Claims](index=43&type=section&id=Mining%20Claims) [Project History](index=46&type=section&id=Project%20History) [Exploration](index=47&type=section&id=Exploration) [2025 Planned Exploration](index=53&type=section&id=2025%20Planned%20Exploration) [Surface Exploration Summary](index=53&type=section&id=Surface%20Exploration%20Summary) [Drilling Summary](index=54&type=section&id=Drilling%20Summary) [Geological Setting](index=55&type=section&id=Geological%20Setting) [Mineralization and Deposit Types](index=56&type=section&id=Mineralization%20and%20Deposit%20Types) [Sampling, Analysis and Data Verification](index=56&type=section&id=Sampling%2C%20Analysis%20and%20Data%20Verification) [Mineral Resource Estimates](index=57&type=section&id=Mineral%20Resource%20Estimates) [Mineral Processing, Metallurgical Testing and Recovery Methods](index=60&type=section&id=Mineral%20Processing%2C%20Metallurgical%20Testing%20and%20Recovery%20Methods) [Mining Methods](index=61&type=section&id=Mining%20Methods) [Economic Analysis](index=61&type=section&id=Economic%20Analysis) [Our Opportunity](index=61&type=section&id=Our%20Opportunity) - The Estelle Project is located approximately **150km northwest of Anchorage, Alaska**, within the Tintina Gold Belt, which has a **220 Moz** documented gold endowment[201](index=201&type=chunk)[205](index=205&type=chunk) - The project is a year-round operation with an **80-person camp**, sample processing facility, helipad, and a **4,000-foot airstrip**, with anticipated improved access via the proposed West Susitna Access Road[207](index=207&type=chunk)[208](index=208&type=chunk) - The Estelle Project is encompassed by **803 Alaska State mining claims**, wholly owned by AK Custom Mining LLC (**85% Nova Minerals**, 15% AK Minerals Pty Ltd), subject to a **2% net smelter royalty**[210](index=210&type=chunk) - As of June 30, 2025, total capitalized exploration and evaluation expenditure on the property was **A$100,135,725**, with associated plant and equipment valued at **A$2,244,700**[213](index=213&type=chunk) - The project hosts **4 large IRGS deposits** (Korbel Main, RPM North, RPM South, Cathedral) and over **20 identified gold prospects**, with **6 showing co-incident antimony**[216](index=216&type=chunk) Gold Mineral Resource Estimate (Nova's 85% Attributable Interest) as of January 31, 2024 | Deposit | Cutoff (g/t) | Measured (MT) | Measured (Au g/t) | Measured (Moz) | Indicated (MT) | Indicated (Au g/t) | Indicated (Moz) | Measured + Indicated (MT) | Measured + Indicated (Au g/t) | Measured + Indicated (Moz) | Inferred (MT) | Inferred (Au g/t) | Inferred (Moz) | Total (MT) | Total (Au g/t) | Total (Moz) | | :-------- | :----------- | :------------ | :---------------- | :------------- | :------------- | :------------------ | :-------------- | :------------------------ | :---------------------------- | :------------------------- | :------------ | :---------------- | :------------- | :--------- | :------------- | :---------- | | RPM North | 0.20 | 1.2 | 4.1 | 0.16 | 2.6 | 1.6 | 0.13 | 3.7 | 2.4 | 0.29 | 20 | 0.60 | 0.39 | 24 | 0.89 | 0.68 | | RPM South | 0.20 | - | - | - | - | - | - | - | - | - | 20 | 0.47 | 0.30 | 20 | 0.47 | 0.30 | | Total RPM | | 1.2 | 4.1 | 0.16 | 2.6 | 1.6 | 0.13 | 3.7 | 2.4 | 0.29 | 40 | 0.54 | 0.69 | 44 | 0.70 | 0.98 | | Korbel Main | 0.15 | - | - | - | 210 | 0.31 | 2.09 | 210 | 0.31 | 2.09 | 30 | 0.27 | 0.26 | 240 | 0.31 | 2.35 | | Cathedral | 0.15 | - | - | - | - | - | - | - | - | - | 120 | 0.28 | 1.08 | 120 | 0.28 | 1.08 | | Total Korbel | | - | - | - | 210 | 0.31 | 2.09 | 210 | 0.31 | 2.09 | 150 | 0.28 | 1.34 | 360 | 0.30 | 3.43 | | **Total Estelle Gold Project** | | **1.2** | **4.1** | **0.16** | **213** | **0.33** | **2.22** | **214** | **0.35** | **2.38** | **190** | **0.33** | **2.03** | **404** | **0.34** | **4.41** | - A **15,000m drill program** commenced in June 2025, targeting RPM, Stibium (for gold and antimony MRE), and Korbel areas[253](index=253&type=chunk)[315](index=315&type=chunk) - Metallurgical testing indicates gold is easily liberated from Estelle ore bodies using conventional technology, with an average recovery of **88.3%**[294](index=294&type=chunk) [Our Competitive Strengths](index=63&type=section&id=Our%20Competitive%20Strengths) Nova Minerals leverages its growing resource inventory, district-scale multi-commodity project in Alaska, year-round infrastructure, high-grade antimony, and innovative exploration methods - The company has discovered a district-scale gold and critical minerals project in Alaska, a safe jurisdiction, with a very low cost of discovery per ounce[318](index=318&type=chunk) - Key achievements include defining a large gold resource from greenfields, establishing year-round operational infrastructure, and discovering high-grade antimony[323](index=323&type=chunk) - Innovations include particle density X-Ray ore sorting for efficient gold-bearing vein separation and an on-site sample preparation facility to reduce costs and improve assay turnaround times[324](index=324&type=chunk) [Our Growth Strategies](index=64&type=section&id=Our%20Growth%20Strategies) Nova Minerals aims for rapid gold production at Estelle and a U.S. antimony supply chain, considering three scalable mine options, targeting initial production by 2027 - The primary growth strategy is to achieve gold production at the Estelle Project as quickly as possible and simultaneously secure a U.S. domestic supply chain for antimony[321](index=321&type=chunk) - Three development options are being considered: a high-grade RPM starter mine, an expanded project (Korbel + RPM + Regional), and a stand-alone antimony-gold starter mine (contingent on U.S. Department of Defense grants)[322](index=322&type=chunk) - Key milestones for 2025-2026 include a **15,000m drill program**, FS trade-off studies, a global MRE update for gold, a maiden MRE for antimony, and the completion of the FS for both starter and expanded mine options[328](index=328&type=chunk) - Initial production for the high-grade RPM starter mine is projected for **2027**, and for the stand-alone antimony-gold starter mine (subject to DoD funding) for **2026**[328](index=328&type=chunk) [Gold Uses and Macro-Economic Drivers](index=67&type=section&id=Gold%20Uses%20and%20Macro-Economic%20Drivers) Gold is used in jewelry, investments, and electronics, increasingly in EV batteries, serving as a safe haven and inflation hedge with prices above US$3,000 per ounce - Gold is used in jewelry, coins, investments, and extensively as an industrial metal in electronics manufacturing (e.g., smartphones, computers, medical devices) due to its high electrical conductivity and resistance to tarnishing[329](index=329&type=chunk)[332](index=332&type=chunk)[336](index=336&type=chunk) - Gold is increasingly utilized in electric vehicle (EV) batteries for its conductivity and non-reactive properties, ensuring efficient electricity flow and long-term use[334](index=334&type=chunk) - Gold acts as a safe haven and hedge against inflation, with significant central bank purchases (record **1,136 tons in 2022**) driving its price above **US$3,000 per ounce**[335](index=335&type=chunk)[337](index=337&type=chunk)[340](index=340&type=chunk) [Antimony Uses and Macro-Economic Drivers](index=70&type=section&id=Antimony%20Uses%20and%20Macro-Economic%20Drivers) Antimony is a critical strategic mineral vital for civil/defense applications; the U.S. lacks a domestic supply, and China's export ban caused prices to surge - Antimony is a critical and strategic mineral used in civil and defense applications due to its heat/flame resistance, anti-corrosion properties, and ability to harden materials[341](index=341&type=chunk) - The global antimony market is forecasted to be worth **$4.5 billion by 2032**, growing at a **4% CAGR** from 2022 to 2032[341](index=341&type=chunk) - The U.S. currently has no domestic supply chain for antimony, and China, which produces **54% of the world's supply**, recently banned exports to the U.S[343](index=343&type=chunk) - Antimony prices have increased **over 250%** in the past 12 months due to global supply shortages and geopolitical factors[344](index=344&type=chunk) - Nova Minerals is in advanced discussions for potential U.S. Department of Defense funding for its antimony project at Estelle, following high-grade stibnite discoveries[347](index=347&type=chunk) [Material Contracts](index=72&type=section&id=Material%20Contracts) Nova Minerals holds an 85% interest in the Estelle and Farewell projects via a joint venture with AK Minerals Pty Ltd, which also receives a 2% net smelter royalty - Nova Minerals Limited and AK Minerals Pty Ltd have an Incorporated Joint Venture Agreement for the Estelle Project, with Nova owning **85%** of the joint venture company AKCM (AUST) Pty Ltd[348](index=348&type=chunk)[349](index=349&type=chunk) - A Minerals Royalty Agreement stipulates a **2% net smelter royalty** payable to AK Minerals Pty Ltd on all ore, concentrates, or other commercial products extracted and sold[350](index=350&type=chunk)[351](index=351&type=chunk) [Competition](index=72&type=section&id=Competition) Nova Minerals faces intense competition in mineral exploration for properties, expertise, labor, and capital, especially within the Tintina Belt, from companies with greater resources - The mining industry is intensely competitive, with Nova Minerals competing against companies possessing greater financial and technical resources[352](index=352&type=chunk) - Competition exists for mineral-rich properties, technical expertise, labor, and capital, especially within the Tintina Belt[352](index=352&type=chunk)[353](index=353&type=chunk) [Environmental, Social and Governance](index=72&type=section&id=Environmental%2C%20Social%20and%20Governance) Nova Minerals commits to safe, responsible mining, fostering Alaskan community relationships, adhering to APMA environmental regulations, and investing over US$50 million locally - Nova Minerals is committed to creating a safe and environmentally responsible future mining operation, prioritizing local procurement and employment in Alaska[354](index=354&type=chunk) - All operations are governed by the Application for Permits to Mine in Alaska (APMA), ensuring compliance with strict environmental regulations[355](index=355&type=chunk) - Over the last five years, the company has invested **more than US$50 million** directly and indirectly into the local Alaskan economy, supporting over 50 local businesses and employing hundreds of Alaskans[356](index=356&type=chunk) [Intellectual Property](index=73&type=section&id=Intellectual%20Property) Nova Minerals Limited does not own any registered intellectual property rights - The company does not own any registered intellectual property rights[357](index=357&type=chunk) [Facilities](index=73&type=section&id=Facilities) Nova Minerals leases its registered office in Caulfield, Australia, and owns a fully operational 80-man camp facility near the Estelle Project in Alaska. This camp is equipped for all-season use, featuring a 4,000-foot gravel airstrip, diesel generators, satellite communication, and a core preparation facility - The company's registered office is leased in Caulfield, Australia[358](index=358&type=chunk) - Nova owns an all-season, fully operational **80-man camp facility** near the Estelle Project, equipped with a **4,000-foot gravel airstrip**, diesel generators, satellite communication, and a core preparation facility[359](index=359&type=chunk) [Legal Proceedings](index=73&type=section&id=Legal%20Proceedings) Nova Minerals Limited is not currently aware of any legal proceedings or claims that are expected to have a material adverse effect on its business, financial condition, or operating results - The company is not currently aware of any legal proceedings or claims that are expected to have a material adverse effect on its business, financial condition, or operating results[360](index=360&type=chunk) [Employees and Human Capital Resources](index=73&type=section&id=Employees%20and%20Human%20Capital%20Resources) As of June 30, 2025, Nova Minerals employs one person in Australia, prioritizing an engaged, diverse, and inclusive culture essential for attracting and retaining qualified personnel - As of June 30, 2025, the company employs **one person** in Australia in an accounts payable capacity[361](index=361&type=chunk) - The company prioritizes an engaged, diverse, and inclusive culture, recognizing that attracting, training, retaining, and motivating qualified personnel is essential for its growth and success[362](index=362&type=chunk) [Government Regulation](index=73&type=section&id=Government%20Regulation) Nova Minerals' mining activities are subject to extensive U.S. environmental regulations, holding necessary permits for Estelle, with ongoing regulatory changes potentially impacting costs and operations - Mining and exploration activities are subject to various U.S. federal, state, and local laws and regulations concerning environmental protection, including air and water quality, hazardous waste, and reclamation[363](index=363&type=chunk)[366](index=366&type=chunk)[367](index=367&type=chunk) - The company has obtained permits for its Estelle property, but these laws are continually changing and becoming more restrictive, potentially increasing costs or limiting operations[367](index=367&type=chunk) - Unpatented mining claims on federal land require annual maintenance fees or proof of labor to remain in good standing[365](index=365&type=chunk) - Nova Minerals is an exploration-stage company with the **85% owned Estelle Gold and Critical Minerals Project** in Alaska, covering **127,102 acres (514km²)**[200](index=200&type=chunk)[205](index=205&type=chunk) - The Estelle Project contains a combined S-K 1300 compliant **5.17 Moz Au** (**0.18 Moz Measured, 2.54 Moz Indicated, 2.45 Moz Inferred**), with Nova's **85% attributable interest being 4.41 Moz Au**[203](index=203&type=chunk) - Recent surface sampling identified high-grade antimony and other critical minerals coincident with gold at several prospects, with drilling commenced at Stibium in June 2025 to establish a maiden mineral resource estimate for antimony[204](index=204&type=chunk)[268](index=268&type=chunk) - The company's vision is to concurrently develop Estelle into a world-class gold producer and secure a U.S. domestic supply chain for strategic mineral antimony, actively seeking U.S. Department of Defense grants for this purpose[202](index=202&type=chunk)[204](index=204&type=chunk) [C. Organizational Structure](index=74&type=section&id=C.%20Organizational%20Structure) Nova Minerals' corporate structure includes direct and indirect ownership of key subsidiaries: AKCM (AUST) Pty Ltd, Alaska Range Resources LLC, AK Operations LLC, and AK Custom Mining LLC - Nova Minerals Limited's material direct and indirect owned subsidiaries include AKCM (AUST) Pty Ltd, Alaska Range Resources LLC, AK Operations LLC, and AK Custom Mining LLC[368](index=368&type=chunk) - AKCM (AUST) Pty Ltd is the immediate parent of AK Operations LLC and AK Custom Mining LLC[962](index=962&type=chunk) [D. Property, Plants and Equipment](index=75&type=section&id=D.%20Property%2C%20Plants%20and%20Equipment) Nova Minerals holds no registered intellectual property; its physical properties include a leased Australian office and an owned, fully operational 80-man camp in Alaska with an airstrip - The company does not own any registered intellectual property rights[373](index=373&type=chunk) - Nova's facilities include a leased registered office in Australia and an owned, all-season, fully operational **80-man camp** in Alaska, complete with a **4,000-foot gravel airstrip** and essential infrastructure[374](index=374&type=chunk)[375](index=375&type=chunk) [ITEM 4A. Unresolved Staff Comments](index=75&type=section&id=ITEM%204A.%20Unresolved%20Staff%20Comments) This item states that there are no unresolved staff comments applicable to the company [ITEM 5. Operating and Financial Review and Prospects](index=76&type=section&id=ITEM%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) [A. Operating Results](index=76&type=section&id=A.%20Operating%20Results) Nova Minerals, an exploration-stage company, pursues a dual-commodity strategy for gold and antimony at Estelle, reporting a reduced net loss of A$11.1 million in FY2025 due to asset sales and revaluations [Overview](index=76&type=section&id=Overview) [Business Outlook and Strategy](index=76&type=section&id=Business%20Outlook%20and%20Strategy) [Operational Highlights from Fiscal Year 2025](index=77&type=section&id=Operational%20Highlights%20from%20Fiscal%20Year%202025) [2026 Financial Year Next Steps](index=77&type=section&id=2026%20Financial%20Year%20Next%20Steps) [Recent Developments](index=78&type=section&id=Recent%20Developments) [Results of Operations](index=78&type=section&id=Results%20of%20Operations) [Statement of Financial Position](index=78&type=section&id=Statement%20of%20Financial%20Position) [Statement of Profit or Loss and Other Comprehensive Income](index=79&type=section&id=Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) - Nova Minerals is focused on a dual commodity strategy to develop the Estelle Project into a world-class gold producer and secure a U.S. domestic supply chain for strategic mineral antimony[383](index=383&type=chunk) - FY2025 operational highlights include successful drill programs at RPM and Stibium, high-grade antimony (up to **56.7% Sb**) and gold (up to **360 g/t Au**) discoveries, and advancing U.S. government grant applications for antimony[385](index=385&type=chunk)[387](index=387&type=chunk) - The company sold **6,600,000 shares** of Snow Lake Resources Ltd. for gross proceeds of approximately **US$6.73 million (A$10.85 million)** on December 31, 2024[387](index=387&type=chunk) - The Nebari Convertible Loan of **US$5.42 million** was fully converted into **35,007,644 ordinary shares** on January 13, 2025, eliminating outstanding indebtedness[387](index=387&type=chunk) Consolidated Statement of Financial Position Summary (A$) | Item | June 30, 2025 | June 30, 2024 | Change (A$) | Change (%) | | :-------------------------- | :------------ | :------------ | :---------- | :--------- | | Current assets - cash + receivables | 9,374,817 | 3,478,703 | 5,896,114 | 169% | | Investment in associate | - | 7,104,167 | (7,104,167) | -100% | | Property, plant and equipment | 2,244,700 | 2,616,080 | (371,380) | -14% | | Exploration and evaluation | 100,135,725 | 92,117,750 | 8,017,975 | 9% | | Other non-current assets | 786,890 | 1,929,321 | (1,142,431) | -59% | | **Total Assets** | **112,542,132** | **107,246,021** | **5,296,111** | **5%** | | Current liabilities | 2,686,276 | 3,210,032 | (523,756) | -16% | | Non-current liabilities | - | 5,652,257 | (5,652,257) | -100% | | **Net Assets** | **109,855,856** | **98,383,732** | **11,472,124** | **12%** | | **Total Equity** | **109,855,856** | **98,383,732** | **11,472,124** | **12%** | Consolidated Statement of Profit or Loss Summary (A$) | Item | FY2025 | FY2024 | Change (A$) | Change (%) | | :-------------------------- | :------- | :------- | :---------- | :--------- | | Other income, gains and losses | (3,600,497) | (9,979,000) | 6,378,503 | (64)% | | Total Expenses | (7,498,674) | (6,410,292) | (1,088,382) | 17% | | **Loss after income tax** | **(11,099,171)** | **(16,389,292)** | **5,290,121** | **(32)%** | | **Total comprehensive loss** | **(10,510,986)** | **(16,327,801)** | **5,816,815** | **(36)%** | - The reduction in net loss for FY2025 was primarily due to a **A$6,934,776 gain** on the sale of Snow Lake shares and a **A$1,261,489 reversal** of share-based payments[401](index=401&type=chunk)[405](index=405&type=chunk) - Total operating expenses increased by **17%** in FY2025 due to higher listing, legal, consulting fees (related to dual listing and antimony grants), and increased marketing[399](index=399&type=chunk)[405](index=405&type=chunk) [B. Liquidity and Capital Resources](index=83&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) Nova Minerals' operations are equity-financed, with A$9.08 million cash and A$6.69 million working capital as of June 30, 2025, and no debt; a July 2025 offering raised over US$12.1 million [Equity Issuances](index=83&type=section&id=Equity%20Issuances) [Capital Requirements](index=83&type=section&id=Capital%20Requirements) [Cash Flows](index=84&type=section&id=Cash%20Flows) - Operations are primarily financed through equity issuances, with additional funding from interest and asset sales[410](index=410&type=chunk) Equity Issuances (Net Proceeds in A$) | Fiscal Year | Number of Shares | Net Proceeds (A$) | | :---------- | :--------------- | :---------------- | | 2023 | 30,687,676 | 17,273,412 | | 2024 | 4,166,920 | 985,899 | | 2025 | 107,940,536 | 23,063,709 | Liquidity and Capital Resources (A$) | Item | June 30, 2025 | June 30, 2024 | | :-------------------- | :------------ | :------------ | | Cash and cash equivalents | 9,083,315 | 3,149,909 | | Working capital | 6,688,541 | 268,671 | | Net assets | 109,855,856 | 98,383,732 | - The company is debt-free after the full conversion of the Nebari Convertible Loan in January 2025 and has no capital commitments for the next 12 months[413](index=413&type=chunk) - A July 2025 public offering generated **US$12,102,700** in gross proceeds, expected to fund operations for over 12 months[414](index=414&type=chunk)[416](index=416&type=chunk) [C. Research and Development, Patents and Licenses, etc.](index=85&type=section&id=C.%20Research%20and%20Development%2C%20Patents%20and%20Licenses%2C%20etc.) The company currently has no significant research and development plans - The company has no significant research and development plans at present[429](index=429&type=chunk) [D. Trend Information](index=85&type=section&id=D.%20Trend%20Information) Aside from information disclosed elsewhere in this annual report, Nova Minerals is not aware of any trends, uncertainties, demand, commitments, or events likely to materially affect its financial performance or condition - The company is not aware of any trends, uncertainties, demand, commitments, or events likely to materially affect its net revenues, income, profitability, liquidity, or capital resources, beyond what is already disclosed[429](index=429&type=chunk) [E. Critical Accounting Estimates](index=85&type=section&id=E.%20Critical%20Accounting%20Estimates) Financial statements require critical accounting estimates for share-based payments, credit losses, fair value, asset useful lives, and exploration costs, which involve inherent uncertainties - Critical accounting estimates include share-based payment transactions, allowance for expected credit losses, fair value measurement hierarchy, estimation of useful lives of assets, and exploration and evaluation costs[430](index=430&type=chunk) - Exploration and evaluation costs are capitalized on the expectation of future commercial production, with recoverability dependent on factors like reserves, technology, legal changes, and commodity prices[436](index=436&type=chunk) [ITEM 6. Directors, Senior Management and Employees](index=87&type=section&id=ITEM%206.%20Directors%2C%20Senior%20Management%20and%20Employees) [A. Directors and Senior Management](index=87&type=section&id=A.%20Directors%20and%20Senior%20Management) Nova Minerals' leadership team, including CEO Christopher Gerteisen and CFO Michael Melamed, comprises experienced professionals in geology, finance, and mining, with no family relationships influencing selection Directors and Executive Officers as of Report Date | NAME | AGE | POSITION | | :---------------- | :-- | :--------------------------------------- | | Christopher Gerteisen | 51 | Chief Executive Officer and Executive Director | | Michael Melamed | 48 | Chief Financial Officer | | Richard Beazley | 60 | Non-Executive Chairman and Non -Executive Director | | Craig Bentley | 55 | Director of Finance & Compliance and Executive Director | | Avi Geller | 36 | Non-Executive Director | | Louie Simens | 43 | Executive Director | | Chaim D. Berger | 44 | Non-Executive Director | | Ian Pamensky | 56 | Company Secretary | - Christopher Gerteisen (CEO) has over **30 years of experience** in geology and managing resource projects, including the Carlin Trend and projects in Australasia[438](index=438&type=chunk)[439](index=439&type=chunk) - Michael Melamed (CFO) has over **25 years of experience** in financial and executive management, M&A, and financial reporting[440](index=440&type=chunk) - Richard Beazley (Non-Executive Chairman) is an internationally experienced mining professional with over **35 years** in senior corporate, operational, and project development roles[442](index=442&type=chunk) [B. Compensation](index=89&type=section&id=B.%20Compensation) Nova Minerals' compensation focuses on long-term incentives for directors and executives, utilizing ESOP and a Director Share Plan, with FY2025 executive compensation including cash salaries and equity adjustments [Remuneration Principles](index=89&type=section&id=Remuneration%20Principles) [ESOP](index=90&type=section&id=ESOP) [Director Share Plan](index=91&type=section&id=Director%20Share%20Plan) [Executive Compensation](index=91&type=section&id=Executive%20Compensation) [Service Agreements](index=93&type=section&id=Service%20Agreements) [Potential Payments Upon Termination Or Change In Control](index=95&type=section&id=Potential%20Payments%20Upon%20Termination%20Or%20Change%20In%20Control) [Ordinary Share holdings](index=95&type=section&id=Ordinary%20Share%20holdings) [Options holdings](index=96&type=section&id=Options%20holdings) [Performance rights](index=96&type=section&id=Performance%20rights) - Remuneration principles are designed to attract and retain qualified directors and executives, with performance-linked remuneration focusing on long-term incentives and strategic objectives rather than short-term financial performance[455](index=455&type=chunk)[456](index=456&type=chunk)[457](index=457&type=chunk) - The Employee Share Option Plan (ESOP) allows for the issuance of up to **20,000,000 options** to directors, employees, and contractors, approved by shareholders[458](index=458&type=chunk)[460](index=460&type=chunk) - A Director Share Plan, approved in November 2024, allows for the issuance of up to **13,600,000 fully paid ordinary shares** to directors in lieu of cash fees[465](index=465&type=chunk)[466](index=466&type=chunk) Executive and Non-Executive Director Compensation (A$) for FY2025 | Name | Cash Salary and Fees | Equity Compensation | Total | | :------------------ | :------------------- | :------------------ | :---- | | Christopher Gerteisen | 388,749 | (211,771) | 176,978 | | Michael Melamed | 78,000 | - | 78,000 | | Ian Pamensky | 91,455 | - | 91,455 | | Craig Bentley | 180,000 | (39,001) | 140,999 | | Louie Simens | 276,000 | (236,108) | 39,892 | | Avi Geller | 60,000 | (44,689) | 15,311 | | Richard Beazley | 110,000 | 27,901 | 137,901 | | Rodrigo Pasqua | 46,500 | (39,422) | 7,078 | | **Total** | **1,230,704** | **(543,090)** | **687,614** | - Equity compensation for FY2025 included a significant revaluation of outstanding director options, resulting in a **gain of A$1,261,489** in share-based payments[471](index=471&type=chunk)[188](index=188&type=chunk) Ordinary Share Holdings of Directors and Officers as of June 30, 2025 | Name | Balance at end of the year (June 30, 2025) | | :------------------ | :--------------------------------------- | | Christopher Gerteisen | 1,833,614 | | Michael Melamed | 1,175,281 | | Craig Bentley | 3,616,669 | | Avi Geller | 2,290,177 | | Louie Simens | 9,033,199 | | Ian Pamensky | 100,618 | | **Total ordinary shares** | **18,049,558** | Options Holdings of Directors and Officers as of June 30, 2025 | Name | NVAOP5 – UNL OPT @ A$1.20 EXP 11/30/2025 | TOTAL | | :------------------ | :--------------------------------------- | :---- | | Craig Bentley | 750,000 | 750,000 | | Avi Geller | 500,000 | 500,000 | | Louie Simens | 2,000,000 | 2,000,000 | | Christopher Gerteisen | 2,000,000 | 2,000,000 | | Ian Pamensky | 250,000 | 250,000 | | Michael Melamed | 250,000 | 250,000 | | **Total Options** | **5,750,000** | **5,750,000** | [C. Board Practices](index=97&type=section&id=C.%20Board%20Practices) Nova Minerals' six-member Board adheres to ASX governance, utilizing foreign private issuer exemptions from certain Nasdaq standards, and maintains a Code of Conduct and indemnification policies [Introduction](index=97&type=section&id=Introduction) [Election of Directors](index=97&type=section&id=Election%20of%20Directors) [Corporate Governance](index=98&type=section&id=Corporate%20Governance) [Non-Executive and Independent Directors](index=98&type=section&id=Non-Executive%20and%20Independent%20Directors) [Committees of the Board of Directors](index=98&type=section&id=Committees%20of%20the%20Board%20of%20Directors) [Indemnification of Directors and Officers](index=99&type=section&id=Indemnification%20of%20Directors%20and%20Officers) [Code of Conduct](index=99&type=section&id=Code%20of%20Conduct) [Foreign Private Issuer](index=100&type=section&id=Foreign%20Private%20Issuer) - The Board of Directors consists of **six directors**, including **three non-executive directors**, elected by shareholders with one-third retiring annually for re-election[489](index=489&type=chunk)[490](index=490&type=chunk)[491](index=491&type=chunk)[618](index=618&type=chunk) - The company is in material compliance with ASX Corporate Governance Principles and Recommendations, with independent directors (Richard Beazley, Avi Geller, Chaim Berger) on its Audit and Risk Committee and Remuneration and Nomination Committee[493](index=493&type=chunk)[494](index=494&type=chunk)[499](index=499&type=chunk)[500](index=500&type=chunk) - As a foreign private issuer, Nova is exempt from certain Nasdaq corporate governance standards, including specific quorum requirements, shareholder approval for certain security issuances, and majority independent board composition[508](index=508&type=chunk)[510](index=510&type=chunk)[141](index=141&type=chunk) - The company has adopted a Code of Conduct for all directors, officers, and employees, and maintains directors' and officers' liability insurance and indemnification policies[504](index=504&type=chunk)[505](index=505&type=chunk) [D. Employees](index=101&type=section&id=D.%20Employees) As of June 30, 2025, Nova Minerals Limited had one employee in Australia, consistent with the previous two fiscal years. The company does not have employees in the USA Number of Employees by Geographic Location | Country | 2025 | 2024 | 2023 | | :------ | :--- | :--- | :--- | | Australia | 1 | 1 | 1 | | USA | 0 | 0 | 0 | | **Total** | **1** | **1** | **1** | [E. Share Ownership](index=101&type=section&id=E.%20Share%20Ownership) Information on the share ownership of directors and officers, and entities affiliated with them, is disclosed in Item 7. Major Shareholders and Related Party Transactions. Details on share option long-term incentive programs are provided under Compensation—Share Plans - Share ownership details for directors and officers are provided in Item 7.A. Major Shareholders[513](index=513&type=chunk) - Information on share option long-term incentive programs is available under Item 6.B. Compensation—Share Plans[513](index=513&type=chunk) [F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation](index=101&type=section&id=F.%20Disclosure%20of%20a%20Registrant%27s%20Action%20to%20Recover%20Erroneously%20Awarded%20Compensation) There was no erroneously awarded compensation that required recovery under the company's Clawback Policy during the fiscal year ended June 30, 2025 - No erroneously awarded compensation was required to be recovered under the Clawback Policy during the fiscal year ended June 30, 2025[514](index=514&type=chunk) [ITEM 7. Major Shareholders and Related Party Transactions](index=101&type=section&id=ITEM%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) [A. Major Shareholders](index=101&type=section&id=A.%20Major%20Shareholders) As of September 19, 2025, Nebari Gold Fund I, L.P. is the largest beneficial owner with 7.90% of ordinary shares, while directors and executive officers as a group own 4.51% Beneficial Ownership of Ordinary Shares as of September 19, 2025 | Name and Address of Beneficial Owner | Number of Ordinary Shares | Percent of Ordinary Shares* | | :----------------------------------- | :------------------------ | :------------------------ | | Christopher Gerteisen | 1,875,281 | ** | | Michael Melamed | 1,175,281 | ** | | Craig Bentley | 3,616,669 | ** | | Louie Simens | 9,033,199 | 2.25% | | Avi Geller | 2,290,177 | ** | | Richard Beazley | — | ** | | Ian Pamensky | 100,618 | ** | | Chaim Berger | — | ** | | Officers and Directors as a group (8 persons) | 18,091,225 | 4.51% | | Nebari Gold Fund I, L.P. | 31,710,600 | 7.90% | - Nebari Gold Fund I, L.P. is the largest beneficial owner with **7.90%** of outstanding ordinary shares[519](index=519&type=chunk) - Officers and Directors as a group beneficially own **4.51%** of the ordinary shares[519](index=519&type=chunk) [B. Related Party Transactions](index=103&type=section&id=B.%20Related%20Party%20Transactions) Nova Minerals engaged in related party transactions including a A$344,804 loan repayment, executive director share purchases, and a 2% net smelter royalty to AK Minerals Pty Ltd - A **A$344,804 loan** from Snow Lake Resources Ltd. (an entity with a former director) was fully repaid by June 30, 2025[526](index=526&type=chunk) - In April 2024, executive directors Craig Bentley, Louie Simens, and Christopher Gerteisen purchased an aggregate of **2,083,333 ordinary shares for A$500,000**[527](index=527&type=chunk) - Directors Louie Simens and Christopher Gerteisen are also shareholders of AK Minerals Pty Ltd, which is a joint venture partner in the Estelle Project and receives a **2% net smelter royalty**[529](index=529&type=chunk) - The company's Audit and Risk Committee reviews and approves all material related party transactions, ensuring terms are no less favorable than those available to unqualified third parties[531](index=531&type=chunk) [C. Interests of Experts and Counsel](index=104&type=section&id=C.%20Interests%20of%20Experts%20and%20Counsel) This item states that information regarding the interests of experts and counsel is not applicable [ITEM 8. Financial Information](index=104&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) [A. Consolidated Statements and Other Financial Information](index=104&type=section&id=A.%20Consolidated%20Statements%20and%20Other%20Financial%20Information) Consolidated financial statements are in Item 18; Nova Minerals has not paid dividends since incorporation, with future payments subject to board discretion and Australian law - Consolidated financial statements and the independent accounting firm's report are included in Item 18[533](index=533&type=chunk) - The company has not declared or paid any dividends since incorporation, and future dividend payments are at the board's discretion and subject to Australian law[535](index=535&type=chunk) [B. Significant Changes](index=104&type=section&id=B.%20Significant%20Changes) There have been no significant changes since the date of the financial statements included in this annual report, other than those already disclosed - No significant changes have occurred since the date of the financial statements, except as disclosed elsewhere in this annual report[536](index=536&type=chunk) [ITEM 9. The Offer and Listing](index=105&type=section&id=ITEM%209.%20The%20Offer%20and%20Listing) [A. Offering and Listing Details](index=105&type=section&id=A.%20Offering%20and%20Listing%20Details) Nova Minerals' ADSs and public warrants began trading on Nasdaq on July 24, 2024, while ordinary shares have traded on the ASX since June 11, 1987 - ADSs and public warrants commenced trading on Nasdaq on **July 24, 2024**, under symbols \"NVA\" and \"NVAWW\"[537](index=537&type=chunk) - Ordinary shares have been trading on the ASX since **June 11, 1987**[537](index=537&type=chunk) [B. Plan of Distribution](index=105&type=section&id=B.%20Plan%20of%20Distribution) This item states that the plan of distribution is not applicable [C. Markets](index=105&type=section&id=C.%20Markets) Nova Minerals' ADSs and public warrants trade on Nasdaq, while its ordinary shares trade on the ASX, OTC Pink market, and Frankfurt Stock Exchange - ADSs and public warrants trade on Nasdaq (NVA, NVAWW)[539](index=539&type=chunk) - Ordinary shares trade on the ASX (NVA), OTC Pink market (NVAAF), and Frankfurt Stock Exchange (QM3)[539](index=539&type=chunk) [D. Selling Shareholders](index=105&type=section&id=D.%20Selling%20Shareholders) This item states that information regarding selling shareholders is not applicable [E. Dilution](index=105&type=section&id=E.%20Dilution) This item states that information regarding dilution is not applicable [F. Expenses of the Issue](index=105&type=section&id=F.%20Expenses%20of%20the%20Issue) This item states that information regarding expenses of the issue is not applicable [ITEM 10. Additional Information](index=105&type=section&id=ITEM%2010.%20Additional%20Information) [A. Share Capital](index=105&type=section&id=A.%20Share%20Capital) This item states that information regarding share capital is not applicable in this section, as it is covered in other parts of the report [B. Memorandum and Articles of Association](index=105&type=section&id=B.%20Memorandum%20and%20Articles%20of%20Association) This section details Nova Minerals' share capital structure, including ordinary shares, performance rights, options, and warrants, outlining associated rights, restrictions, and governance under Australian law [Share Capital](index=105&type=section&id=Share%20Capital) [Ordinary Shares](index=106&type=section&id=Ordinary%20Shares) [Performance Rights](index=106&type=section&id=Performance%20Rights) [Options](index=108&type=section&id=Options) [Warrants](index=108&type=section&id=Warrants) [American Depositary Shares](index=108&type=section&id=American%20Depositary%20Shares) [Public Warrants](index=116&type=section&id=Public%20Warrants) [Representative Warrants](index=117&type=section&id=Representative%20Warrants) [Our Constitution](index=117&type=section&id=Our%20Constitution) [Interested Directors](index=117&type=section&id=Interested%20Directors) [Directors' Compensation](index=118&type=section&id=Directors%27%20Compensation) [Borrowing Powers Exercisable by Directors](index=118&type=section&id=Borrowing%20Powers%20Exercisable%20by%20Directors) [Retirement of Directors](index=118&type=section&id=Retirement%20of%20Directors) [Rights and Restrictions on Classes of Shares](index=119&type=section&id=Rights%20and%20Restrictions%20on%20Classes%20of%20Shares) [Dividend Rights](index=119&type=section&id=Dividend%20Rights) [Voting Rights](index=119&type=section&id=Voting%20Rights) [Right to Share in Our Profits](index=119&type=section&id=Right%20to%20Share%20in%20the%20Surplus%20in%20the%20Event%20of%20Winding%20Up) [No Redemption Provision for Ordinary Shares](index=120&type=section&id=No%20Redemption%20Provision%20for%20Ordinary%20Shares) [Variation or Cancellation of Share Rights](index=120&type=section&id=Variation%20or%20Cancellation%20of%20Share%20Rights) [Directors May Make Calls](index=120&type=section&id=Directors%20May%20Make%20Calls) [General Meetings of Shareholders](index=120&type=section&id=General%20Meetings%20of%20Shareholders) [Foreign Ownership Regulation](index=120&type=section&id=Foreign%20Ownership%20Regulation) [Ownership Threshold](index=121&type=section&id=Ownership%20Threshold) [Issues of Shares and Change in Capital](index=121&type=section&id=Issues%20of%20Shares%20and%20Change%20in%20Capital) [Change of Control](index=122&type=section&id=Change%20of%20Control) [Access to and Inspection of Documents](index=123&type=section&id=Access%20to%20and%20Inspection%20of%20Documents) [Limitation of Liability and Indemnification of Directors and Officers](index=123&type=section&id=Limitation%20of%20Liability%20and%20Indemnification%20of%20Directors%20and%20Officers) [Ownership and Exchange Controls](index=124&type=section&id=Ownership%20and%20Exchange%20Controls) - The company's share capital includes ordinary shares, performance rights, options, and warrants, with specific terms for each[545](index=545&type=chunk)[548](index=548&type=chunk)[549](index=549&type=chunk)[552](index=552&type=chunk) - Ordinary shareholders are entitled to one vote per share, dividends as declared, and a pro rata share in assets upon liquidation, subject to preference shares[548](index=548&type=chunk) - Performance rights convert to ordinary shares upon satisfaction of specific milestones, such as completion of feasibility studies or achieving certain production/EBITDA targets[549](index=549&type=chunk)[550](index=550&type=chunk)[551](index=551&type=chunk) - As of September 19, 2025, there are **2,598,096 ADSs** outstanding, each representing **60 ordinary shares**, administered by The Bank of New York Mellon as depositary[553](index=553&type=chunk) - Public warrants are exercisable for ADSs at **US$7.266 per ADS**, expiring **July 25, 2029**, and are listed on Nasdaq under \"NVAWW\"[597](index=597&type=chunk)[599](index=599&type=chunk)[600](index=600&type=chunk) - The company's constitution, subject to ASX Listing Rules and the Corporations Act, governs director compensation (capped at **A$500,000 per annum** for non-executive directors) and borrowing powers[608](index=608&type=chunk)[613](index=613&type=chunk)[617](index=617&type=chunk) - Australian law regulates foreign ownership, requiring approval for acquisitions exceeding certain thresholds, particularly for 'national security businesses' or 'foreign government investors'[631](index=631&type=chunk)[632](index=632&type=chunk) [C. Material Contracts](index=124&type=section&id=C.%20Material%20Contracts) Aside from what is disclosed in this annual report, Nova Minerals has not been party to any other material contracts in the last two years outside the ordinary course of business - The company has not been party to any material contracts in the last two years, other than those disclosed in the annual report or entered in the ordinary course of business[652](index=652&type=chunk) [D. Exchange controls](index=124&type=section&id=D.%20Exchange%20controls) Australia has largely abolished exchange controls, but foreign persons acquiring significant interests in Australian companies may require FATA approval, especially for national security businesses - Australia has largely abolished exchange controls, and the Australian dollar is freely convertible into U.S. dollars[653](index=653&type=chunk) - Foreign persons acquiring **20% or more** of voting power or issued shares in an Australian entity may require approval under the Foreign Acquisitions and Takeovers Act 1975 (FATA), particularly if thresholds are met or for 'national security businesses'[655](index=655&type=chunk)[656](index=656&type=chunk) [E. Taxation](index=125&type=section&id=E.%20Taxation) This section details U.S. federal and Australian income tax considerations for Nova Minerals' securities, including potential PFIC consequences, dividend withholding tax, and capital gains tax on 'taxable Australian property' [U.S. Federal Income Taxation Considerations](index=125&type=section&id=U.S.%20Federal%20Income%20Taxation%20Considerations) [Material Australian Tax Considerations](index=130&type=section&id=Material%20Australian%20Tax%20Considerations) - A non-U.S. corporation is a Passive Foreign Investment Company (PFIC) if **75% or more** of its gross income is passive or **50% or more** of its assets are passive, potentially leading to adverse U.S. federal income tax consequences for U.S. Holders[662](index=662&type=chunk) - Nova Minerals does not believe it is a PFIC for the current taxable year, but PFIC status is an annual, fact-intensive determination subject to change[663](index=663&type=chunk) - Unfranked dividends paid to non-Australian holders are subject to a **30% dividend withholding tax**, which may be reduced to **15% or 5%** under the U.S.-Australia Tax Treaty, depending on ownership interest[696](index=696&type=chunk)[697](index=697&type=chunk) - Non-Australian Holders are generally not subject to Australian capital gains tax on the sale of ordinary shares unless they are 'taxable Australian property' (e.g., **10% or more interest** in a company with over **50% Australian real property assets**)[700](index=700&type=chunk) - No Australian stamp duty or goods and services tax is payable on the issue, transfer, or surrender of ADSs or ordinary shares, unless specific landholder thresholds are met[712](index=712&type=chunk)[715](index=715&type=chunk) [F. Dividends and Paying Agents](index=134&type=section&id=F.%20Dividends%20and%20Paying%20Agents) This item states that information regarding dividends and paying agents is not applicable [G. Statement by Experts](index=134&type=section&id=G.%20Statement%20by%20Experts) This item states that information regarding statements by experts is not applicable [H. Documents on Display](index=134&type=section&id=H.%20Documents%20on%20Display) The company files reports with the SEC, including annual reports on Form 20-F and current reports on Form 6-K, which are accessible on the SEC's website and the company's investor relations page - The company files reports with the SEC (Form 20-F, Form 6-K) which are available on the SEC's website (www.sec.gov) and the company's investor relations page (https://novaminerals.com.au/us-investor-centre/)[723](index=723&type=chunk) [I. Subsidiary Information](index=134&type=section&id=I.%20Subsidiary%20Information) This item states that information regarding subsidiary information is not applicable [J. Annual Report to Security Holders](index=134&type=section&id=J.%20Annual%20Report%20to%20Security%20Holders) This item states that information regarding the annual report to security holders is not applicable [ITEM 11. Quantitative and Qualitative Disclosures About Market Risk](index=134&type=section&id=ITEM%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Nova Minerals faces market risks from interest rate and foreign exchange fluctuations, with equity investment risk from fair value changes and impairment, but mitigates foreign currency exposure [Interest Rate Risk](index=134&type=section&id=Interest%20Rate%20Risk) [Foreign Currency Exchange Risk](index=135&type=section&id=Foreign%20Currency%20Exchange%20Risk) [Inflation Risk](index=135&type=section&id=Inflation%20Risk) [Equity Investment Risk](index=135&type=section&id=Equity%20Investment%20Risk) - The company's primary market risk exposures are fluctuations in interest rates and foreign exchange rates[726](index=726&type=chunk) Interest Rate Sensitivity Analysis (A$) | Item | Carrying Amount (A$) | Profit or Loss (100 bp Increase) | Profit or Loss (100 bp Decrease) | | :-------------------- | :------------------- | :------------------------------- | :------------------------------- | | **June 30, 2025** | | | | | Cash and cash equivalents | 9,083,315 | 90,833 | (90,833) | | **June 30, 2024** | | | | | Cash and cash equivalents | 3,149,909 | 31,499 | (31,499) | - Foreign currency exchange risk is present due to transactions in U.S. dollars, but the company mitigates this by making payments in the native currency where possible[729](index=729&type=chunk) - Equity investment risk includes market price volatility for publicly traded stocks and potential impairment for privately held companies, with a hypothetical **10% adverse price change** decreasing marketable equity securities by **A$25,554** as of June 30, 2025[731](index=731&type=chunk)[732](index=732&type=chunk) [ITEM 12. Description of Securities Other Than Equity Securities](index=135&type=section&id=ITEM%2012.%20Description%20of%20Securities%20Other%20Than%20Equity%20Securities) [A. Debt Securities](index=135&type=section&id=A.%20Debt%20Securities) This item states that information regarding debt securities is not applicable [B. Warrants and Rights](index=135&type=section&id=B.%20Warrants%20and%20Rights) This item refers to Item 10.B for the description of publicly traded warrants - Description of publicly traded warrants is provided in Item 10.B[735](index=735&type=chunk) [C. Other Securities](index=135&type=section&id=C.%20Other%20Securities) This item states that information regarding other securities is not applicable [D. American Depositary Shares](index=136&type=section&id=D.%20American%20Depositary%20Shares) ADSs, each representing 60 ordinary shares, are administered by The Bank of New York Mellon, which may charge fees for issuance, cancellation, and distributions, with holders responsible for taxes - Each ADS represents **60 ordinary shares** and is registered and delivered by The Bank of New York Mellon as depositary[737](index=737&type=chunk) - The depositary may charge fees for ADS issuance, cancellation, and distributions, and may convert foreign currency, retaining revenue from transaction spreads[738](index=738&type=chunk)[740](index=740&type=chunk)[741](index=741&type=chunk) - ADS holders are responsible for any taxes or governmental charges on their ADSs or underlying deposited securities[743](index=743&type=chunk) [PART II](index=138&type=section&id=PART%20II) [ITEM 13. Defaults, Dividend Arrearages and Delinquencies](index=138&type=section&id=ITEM%2013.%20Defaults%2C%20Dividend%20Arrearages%20and%20Delinquencies) This item reports that there are no defaults, dividend arrearages, or delinquencies to disclose [A. Defaults](index=138&type=section&id=A.%20Defaults) [B. Arrears and Delinquencies](index=138&type=section&id=B.%20Arrears%20and%20Delinquencies) - No defaults, dividend arrearages, or delinquencies to report[745](index=745&type=chunk) [ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds](index=138&type=section&id=ITEM%2014.%20Material%20Modifications%20to%20the%20Rights%20of%20Security%20Holders%20and%20Use%20of%20Proceeds) This item states that there are no material modifications to the rights of security holders or use of proceeds to report [ITEM 15. Controls and Procedures](index=138&type=section&id=ITEM%2015.%20Controls%20and%20Procedures) As of June 30, 2025, management concluded that disclosure controls and internal control over financial reporting were effective, with no material changes during the period [A. Disclosure Controls and Procedures](index=138&type=section&id=A.%20Disclosure%20Controls%20and%20Procedures) [B. Management's Annual Report on Internal Control Over Financial Reporting](index=139&type=section&id=B.%20Management%27s%20Annual%20Report%20on%20Internal%20Control%20Over%20Financial%20Reporting) [C. Attestation Report of the Registered Public Accounting Firm](index=139&type=section&id=C.%20Attestation%20Report%20of%20the%20Registered%20Public%20Accounting%20Firm) [D. Changes in Internal Control Over Financial Reporting](index=139&type=section&id=D.%20Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) - As of June 30, 2025, disclosure controls and procedures were deemed effective, providing reasonable assurance for timely and accurate financial reporting[746](index=746&type=chunk)[747](index=747&type=chunk) - Management concluded that internal control over financial reporting was effective as of June 30, 2025, based on the COSO framework[749](index=749&type=chunk)[750](index=750&type=chunk) - No material changes in internal control over financial reporting occurred during the period covered by this annual report[752](index=752&type=chunk) [ITEM 16. [Reserved]](index=139&type=section&id=ITEM%2016.%20%5BReserved%5D) This item is reserved and contains no information [ITEM 16A. Audit Committee Financial Expert](index=139&type=section&id=ITEM%2016A.%20Audit%20Committee%20Financial%20Expert) Mr. Avi Geller is designated as an "audit committee financial expert," and all Audit and Risk Committee members meet Nasdaq and SEC independence requirements - Mr. Avi Geller is designated as an \"audit committee financial expert\" as defined in Item 16A of Form 20-F[753](index=753&type=chunk) - All members of the Audit and Risk Committee (Richard Beazley, Chaim D. Berger, and Avi Geller) meet the independence requirements of Nasdaq and the SEC[753](index=753&type=chunk) [ITEM 16B. Code of Ethics](index=139&type=section&id=ITEM%2016B.%20Code%20of%20Ethics) Nova Minerals adopted a Code of Conduct for all personnel, available on its website, with amendments or waivers disclosed as required by law or Nasdaq standards - A Code of Conduct applicable to all directors, officers, and employees has been adopted and is available on the company's website[

[Executive Summary & Business Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Business%20Highlights) This section provides an overview of Trio-Tech's strategic direction, highlighting key business achievements and future positioning [CEO Commentary](index=1&type=section&id=CEO%20Commentary) CEO highlights strong Q4 revenue and profitability from Industrial Electronics, full-year profitability excluding FX, and strategic balance sheet strengthening - In Q4, Trio-Tech achieved year-over-year revenue growth and profitability, driven by strong momentum in the Industrial Electronics (IE) segment, which grew **70%** compared to the prior year[2](index=2&type=chunk) - For the full year, excluding a negative foreign exchange impact of **$671,000**, Trio-Tech would have achieved profitability of **$630,000**, demonstrating operational strength and cost management[3](index=3&type=chunk) - The company's balance sheet is strong, with **$19.5 million** in cash and deposits and an **11% increase** in working capital, providing financial flexibility for growth investments[4](index=4&type=chunk) - Trio-Tech signed an agreement to acquire the remaining **50%** stake in its Malaysian subsidiary, Trio-Tech (Malaysia), subject to government approval, to strengthen its presence in a strategically important region[4](index=4&type=chunk) - The company is uniquely positioned to capitalize on the global semiconductor industry's strategic transformation, with Malaysia and Thailand emerging as critical hubs for backend testing and packaging[5](index=5&type=chunk) [Financial Performance Analysis](index=2&type=section&id=Financial%20Performance%20Analysis) This section analyzes Trio-Tech's financial results for Q4 and the full fiscal year 2025, detailing revenue, profitability, and key balance sheet changes [Fiscal 2025 Fourth Quarter Financial Results](index=2&type=section&id=Fiscal%202025%20Fourth%20Quarter%20Financial%20Results) Q4 FY25 saw a **10.3% revenue increase** to **$10.7 million**, driven by **70.8% IE growth**, but net income declined **24.7%** due to unfavorable foreign currency movements Q4 Financial Performance (in millions) | Metric | Q4 FY25 ($M) | Q4 FY24 ($M) | Change (YoY) | | :-------------------------------- | :----------- | :----------- | :----------- | | Total Revenue | 10.7 | 9.7 | +10.3% | | SBS Revenue | 6.6 | 7.3 | -9.6% | | IE Revenue | 4.1 | 2.4 | +70.8% | | Gross Margin | 2.6 (25% of revenue) | 2.7 (27% of revenue) | -3.7% | | Income from Operations | 0.467 | 0.358 | +30.4% | | Other Expense (Income) | (0.358) | 0.134 | N/A (swing to expense) | | Net Income Attributable to Common Shareholders | 0.183 | 0.243 | -24.7% | | Net Income per Basic/Diluted Share | 0.04 | 0.06 | -33.3% | - IE revenue increased by **70%** to **$4.1 million**, driven by aviation channel expansion and fulfillment of deferred orders[8](index=8&type=chunk) - Other expense was **$358,000**, mainly due to foreign currency movement, compared to other income of **$134,000** a year ago[8](index=8&type=chunk) [Fiscal 2025 Full Year Results](index=2&type=section&id=Fiscal%202025%20Full%20Year%20Results) Full-year FY25 revenue decreased **13.7%** to **$36.5 million** due to SBS decline, resulting in a **net loss of $41,000**, though profitability would be **$630,000** excluding FX impacts Full Year Financial Performance (in millions) | Metric | FY25 ($M) | FY24 ($M) | Change (YoY) | | :-------------------------------- | :---------- | :---------- | :----------- | | Total Revenue | 36.5 | 42.3 | -13.7% | | SBS Revenue | 24.7 | 30.1 | -18.0% | | IE Revenue | 11.8 | 12.2 | -3.3% | | Gross Margin | 9.1 (25% of revenue) | 10.8 (25% of revenue) | -15.7% | | Income from Operations | 0.254 | 1.1 | -76.9% | | Other Expense (Income) | (0.181) | 0.5 | N/A (swing to expense) | | Net Loss Attributable to Common Shareholders | (0.041) | 1.050 | N/A (swing to loss) | | Net Loss per Basic/Diluted Share | (0.01) | 0.25 (basic), 0.24 (diluted) | N/A (swing to loss) | - Net loss attributable to common shareholders was **$41,000**, but excluding the negative foreign exchange impact of **$671,000**, Trio-Tech would have generated profitability of **$630,000** for the year[8](index=8&type=chunk) - Backlog decreased to **$11 million** as of June 30, 2025, compared to **$14.4 million** a year ago[8](index=8&type=chunk) - Cash, cash equivalents, and restricted cash increased to **$19.5 million** as of June 30, 2025, from **$19.1 million** a year ago[9](index=9&type=chunk) [Consolidated Financial Statements](index=4&type=section&id=Consolidated%20Financial%20Statements) This section presents the audited consolidated financial statements, including statements of operations, comprehensive income, and balance sheets [Condensed Consolidated Statements of Operations and Comprehensive Income / (Loss)](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20AND%20COMPREHENSIVE%20INCOME%20%2F%20%28LOSS%29) Detailed audited statements of operations and comprehensive income/loss for Q4 and full-year FY25 and FY24, showing revenue, expenses, and net results Condensed Consolidated Statements of Operations (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 12 Months Ended June 30, 2025 | 12 Months Ended June 30, 2024 | | :------------------------------------------------ | :----------------------------- | :----------------------------- | :------------------------------ | :------------------------------ | | **Revenue:** | | | | | | Semiconductor Back-end Solutions | $6,569 | $7,342 | $24,682 | $30,111 | | Industrial Electronics | 4,091 | 2,398 | 11,756 | 12,176 | | Others | 11 | 6 | 35 | 25 | | **Total Revenue** | **10,671** | **9,746** | **36,473** | **42,312** | | Cost of Sales | 8,043 | 7,061 | 27,329 | 31,550 | | **Gross Margin** | **2,628** | **2,685** | **9,144** | **10,762** | | **Operating Expense:** | | | | | | General and administrative | 1,894 | 2,061 | 7,890 | 8,387 | | Selling | 176 | 205 | 718 | 844 | | Research and development | 92 | 87 | 384 | 392 | | (Gain) / Loss on disposal of property, plant and equipment | (1) | (26) | (102) | 46 | | **Total operating expense** | **2,161** | **2,327** | **8,890** | **9,669** | | **Income from Operations** | **467** | **358** | **254** | **1,093** | | **Other (Expense) / Income:** | | | | | | Interest expense | (9) | (14) | (45) | (77) | | Other (expense) / income, net | (358) | 134 | (181) | 500 | | Government grant | 52 | 24 | 145 | 113 | | **Total other (expense) / income** | **(315)** | **144** | **(81)** | **536** | | Income from Continuing Operations before Income Taxes | 152 | 502 | 173 | 1,629 | | Income Tax Benefit / (Expense) | 28 | (212) | (168) | (486) | | Income from Continuing Operations before Non-controlling Interest, Net of Taxes | 180 | 290 | 5 | 1,143 | | Loss from discontinued operations, net of tax | (10) | (4) | (5) | (1) | | **Net Income** | **170** | **286** | **-** | **1,142** | | Less: Net (Loss) / Income attributable to non-controlling interest | (13) | 43 | 41 | 92 | | **Net Income / (Loss) Attributable to Trio-Tech International Common Shareholders** | **$183** | **$243** | **$(41)** | **$1,050** | | **Basic Earnings / (Loss) per Share:** | | | | | | From continuing operations | $0.04 | $0.06 | $(0.01) | $0.25 | | From discontinued operations | - | - | - | - | | **Total Basic EPS** | **$0.04** | **$0.06** | **$(0.01)** | **$0.25** | | **Diluted Earnings / (Loss) per Share:** | | | | | | From continuing operations | $0.04 | $0.06 | $(0.01) | $0.24 | | From discontinued operations | - | - | - | - | | **Total Diluted EPS** | **$0.04** | **$0.06** | **$(0.01)** | **$0.24** | Condensed Consolidated Statements of Comprehensive Income / (Loss) (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 12 Months Ended June 30, 2025 | 12 Months Ended June 30, 2024 | | :------------------------------------------------ | :----------------------------- | :----------------------------- | :------------------------------ | :------------------------------ | | Net income | $170 | $286 | $- | $1,142 | | Foreign currency translation, net of tax | 1,058 | (328) | 1,800 | (106) | | **Comprehensive Income / (Loss)** | **1,228** | **(42)** | **1,800** | **1,036** | | Less: comprehensive (loss) / income attributable to non-controlling interest | (184) | 65 | (21) | 84 | | **Comprehensive Income / (Loss) Attributable to Common Shareholders** | **$1,412** | **$(107)** | **$1,821** | **$952** | [Condensed Consolidated Balance Sheets](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) Detailed audited consolidated balance sheets as of June 30, 2025, and 2024, providing a comprehensive overview of assets, liabilities, and equity Condensed Consolidated Balance Sheets (in thousands) | ASSETS | June 30, 2025 | June 30, 2024 | | :-------------------------------------------------------------------------------- | :------------ | :------------ | | **CURRENT ASSETS:** | | | | Cash and cash equivalents | $10,890 | $10,035 | | Short-term deposits | 5,817 | 6,497 | | Trade accounts receivable, less allowance for expected credit losses | 10,804 | 10,661 | | Other receivables | 608 | 541 | | Inventories, less provision for obsolete inventories | 2,262 | 3,162 | | Prepaid expense and other current assets | 384 | 536 | | Restricted term deposits | 816 | 750 | | **Total current assets** | **31,581** | **32,182** | | **NON-CURRENT ASSETS:** | | | | Deferred tax assets | 91 | 124 | | Investment properties, net | 345 | 407 | | Property, plant and equipment, net | 6,021 | 5,937 | | Operating lease right-of-use assets | 864 | 1,887 | | Other assets | 231 | 232 | | Restricted term deposits | 1,935 | 1,771 | | **Total non-current assets** | **9,487** | **10,358** | | **TOTAL ASSETS** | **$41,068** | **$42,540** | | **LIABILITIES** | | | | **CURRENT LIABILITIES:** | | | | Lines of credit | $141 | $- | | Accounts payable | 1,896 | 3,175 | | Accrued expense | 3,036 | 3,634 | | Contract liabilities | 250 | 754 | | Income taxes payable | 122 | 379 | | Current portion of bank loans payable | 256 | 261 | | Current portion of finance leases | 43 | 57 | | Current portion of operating leases | 540 | 1,162 | | **Total current liabilities** | **6,284** | **9,422** | | **NON-CURRENT LIABILITIES:** | | | | Bank loans payable, net of current portion | 428 | 613 | | Finance leases, net of current portion | - | 34 | | Operating leases, net of current portion | 324 | 725 | | Income taxes payable, net of current portion | - | 141 | | Deferred tax liabilities | 10 | - | | Other non-current liabilities | 31 | 27 | | **Total non-current liabilities** | **793** | **1,540** | | **TOTAL LIABILITIES** | **$7,077** | **$10,962** | | **EQUITY** | | | | **SHAREHOLDERS' EQUITY:** | | | | Common stock | $13,490 | $13,325 | | Paid-in capital | 5,979 | 5,531 | | Accumulated retained earnings | 12,037 | 11,813 | | Accumulated other comprehensive income-translation adjustments | 2,522 | 660 | | **Total shareholders' equity** | **34,028** | **31,329** | | Non-controlling interest | (37) | 249 | | **TOTAL EQUITY** | **$33,991** | **$31,578** | | **TOTAL LIABILITIES AND EQUITY** | **$41,068** | **$42,540** | [Additional Information](index=3&type=section&id=Additional%20Information) This section provides background on Trio-Tech International, outlines forward-looking statement risks, and lists investor relations contacts [About Trio-Tech International](index=3&type=section&id=About%20Trio-Tech%20International) Trio-Tech International, founded in 1958, is a global California-based company specializing in semiconductor testing, manufacturing, and distribution services - Trio-Tech International (NYSE MKT: TRT) is a California-based company operating in the United States, Singapore, Malaysia, Thailand, and China[10](index=10&type=chunk) - Founded in 1958, Trio-Tech is a leading provider of semiconductor testing services, manufacturing solutions, and value-added distribution services[10](index=10&type=chunk) - The Company's diversified business segments include semiconductor back-end solutions and industrial electronics[10](index=10&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward%20Looking%20Statements) Forward-looking statements are subject to various risks, including market volatility, competition, technological challenges, and international business and economic factors - Forward-looking statements are subject to risks including market acceptance, semiconductor industry volatility, competition, technology problems, product and delivery schedules, changes in testing specifications, integration of acquired businesses, and international business risks (currency fluctuations, tariffs, political instability)[11](index=11&type=chunk) - Other risks include changes in U.S. and global financial markets, trade tension between the U.S. and China, and other economic, financial, and regulatory factors beyond the Company's control[11](index=11&type=chunk) [Investor Relations Contact](index=3&type=section&id=For%20inquiries%2C%20please%20contact%3A) Investor inquiries can be directed to PondelWilkinson Inc., with specific contacts Todd Kehrli and Jim Byers - Investor inquiries can be directed to PondelWilkinson Inc., with contacts Todd Kehrli (tkehrli@pondel.com) or Jim Byers (jbyers@pondel.com)[12](index=12&type=chunk)

[PART I](index=4&type=section&id=Part%20I) [ITEM 1 – BUSINESS](index=4&type=section&id=Item%201%20%E2%80%93%20BUSINESS) Trio-Tech International operates in semiconductor back-end solutions and industrial electronics, diversifying in Fiscal 2025 and ceasing real estate reporting - Trio-Tech International was incorporated in **1958** and operates in two segments: **Semiconductor Back-end Solutions (SBS)** and **Industrial Electronics (IE)**[15](index=15&type=chunk)[18](index=18&type=chunk) - The company's strategy includes reducing its historic concentration on the semiconductor industry by expanding into new markets and diversifying its business lines[19](index=19&type=chunk)[21](index=21&type=chunk) - Effective Fiscal 2025, the real estate segment is no longer reportable due to its revenue being below **1% of total revenue** and management's decision not to allocate additional resources[25](index=25&type=chunk) Customer Concentration (Fiscal 2025 vs. 2024) | Metric | Fiscal 2025 | Fiscal 2024 | | :-------------------------------- | :---------- | :---------- | | Combined sales to 3 largest customers | 47.0% | 49.5% | | Sales from one major customer | 20.7% | 20.6% | | Trade receivables from 3 largest customers | 56.3% | 57.0% | | Trade receivables from one major customer | 22.0% | 20.8% | Backlog as of June 30 (in thousands) | Segment | 2025 ($) | 2024 ($) | | :-------------------------- | :---- | :----- | | Semiconductor Back-end Solutions | $6,695 | $9,865 | | Industrial Electronics | $4,335 | $4,489 | | **Total** | **$11,030** | **$14,354** | [General Overview](index=4&type=section&id=General) Trio-Tech International, incorporated in 1958 and headquartered in Singapore, provides global semiconductor reliability test equipment and services across two segments - Trio-Tech International, a California corporation, was incorporated in **1958** and is headquartered in Singapore[15](index=15&type=chunk) - The company provides reliability test equipment and services to the semiconductor and other industries, acting as a global one-stop solution[17](index=17&type=chunk) - During Fiscal 2025, the company operated in two segments: **Semiconductor Back-end Solutions** and **Industrial Electronics**, with operations in the U.S., Singapore, Malaysia, Thailand, and China[18](index=18&type=chunk)[19](index=19&type=chunk) [Overall Business Strategies](index=6&type=section&id=Overall%20Business%20Strategies) The company aims to diversify beyond the semiconductor industry by expanding market share, geographic reach, new products, and strategic relationships - The core business is in the semiconductor industry, but the company is actively expanding into other areas to reduce risks associated with sole industry and customer concentration[21](index=21&type=chunk) - Strategic goals include capturing additional market share in primary markets, expanding geographic reach, developing new products for new markets, and pursuing complementary strategic relationships through acquisitions or joint ventures[23](index=23&type=chunk) [Business Segments](index=7&type=section&id=Business%20Segments) Effective Fiscal 2025, the company reports financial performance under new segments: Semiconductor Back-end Solutions (SBS) and Industrial Electronics (IE), with the real estate segment now reported under 'Others' - Beginning in Fiscal 2025, financial performance is reported based on new segments: **Semiconductor Back-end Solutions (SBS)** and **Industrial Electronics (IE)**, following a business strategy realignment[24](index=24&type=chunk) - The SBS segment focuses on designing, manufacturing, and providing testing services for burn-in and reliability test equipment in the semiconductor back-end processes[26](index=26&type=chunk) - The IE segment includes design, manufacture, and distribution of test, process, and other equipment for various consumer and industrial markets, along with value-added distribution of electronic components[27](index=27&type=chunk) - The real estate segment, previously reported, ceased to be a reportable segment in Fiscal 2025 due to its immaterial contribution and will be presented under 'Others'[25](index=25&type=chunk) [Product Research and Development](index=8&type=section&id=Product%20Research%20and%20Development) Research and development expenses decreased slightly in Fiscal 2025, focusing on improving product design and process technology in the U.S. and Singapore Research and Development Expense (in thousands) | Year | Expense ($) | | :-------- | :------ | | Fiscal 2025 | $384 | | Fiscal 2024 | $392 | - R&D activities are focused on improving product design and process technology, conducted in the U.S. and Singapore[28](index=28&type=chunk) [Marketing, Distribution and Services](index=8&type=section&id=Marketing%2C%20Distribution%20and%20Services) The company markets its products and services globally through direct sales, independent sales representatives, and its own marketing team - The company markets its products and services globally through direct sales, **5 independent sales representatives in the U.S.**, **22 in foreign countries**, and its own marketing team[29](index=29&type=chunk) [Customer Concentration](index=8&type=section&id=Customer%20Concentration) Customer concentration remains high, with the top three customers accounting for 47% of sales and 56.3% of trade receivables in Fiscal 2025, primarily from non-U.S. customers Customer Concentration (Fiscal 2025 vs. 2024) | Metric | Fiscal 2025 | Fiscal 2024 | | :-------------------------------- | :---------- | :---------- | | Combined sales to 3 largest customers | 47.0% | 49.5% | | Sales from one major customer | 20.7% | 20.6% | | Trade receivables from 3 largest customers | 56.3% | 57.0% | | Trade receivables from one major customer | 22.0% | 20.8% | - The majority of sales and services in Fiscal 2025 and 2024 were provided to customers outside the U.S.[30](index=30&type=chunk) [Backlog](index=8&type=section&id=Backlog) Total backlog decreased to $11.03 million in Fiscal 2025 from $14.354 million in Fiscal 2024, with no significant cancellations anticipated Backlog as of June 30 (in thousands) | Segment | 2025 ($) | 2024 ($) | | :-------------------------- | :---- | :----- | | Semiconductor Back-end Solutions | $6,695 | $9,865 | | Industrial Electronics | $4,335 | $4,489 | | **Total** | **$11,030** | **$14,354** | - The company does not anticipate significant cancellations or renegotiations of sales, with purchase orders generally requiring delivery within **12 months**[32](index=32&type=chunk) [Materials and Supplies](index=9&type=section&id=Materials%20and%20Supplies) The company sources parts and components from external vendors for assembly in its global facilities, believing no single supplier loss would materially affect operations - All parts and certain components are purchased from outside vendors for assembly in U.S., China, and Singapore facilities[33](index=33&type=chunk) - The company believes the loss of any single supplier would not materially adversely affect operations due to the availability of parts from various sources[33](index=33&type=chunk) [Competition](index=9&type=section&id=Competition) Competition in the SBS segment is intense, driven by product performance and service, while the IE segment differentiates through integrated value-added services - Competition in the SBS segment is intense, with key factors including product performance, reliability, service, technical support, and price[35](index=35&type=chunk)[36](index=36&type=chunk) - The IE segment differentiates itself through an integrated approach combining standard product offerings with value-added services like customization and technical support[38](index=38&type=chunk) [Patents](index=9&type=section&id=Patents) The company did not register any U.S. patents in Fiscal 2025 or 2024, but acknowledges potential material impact from intellectual property litigation - The company did not register any patents in the U.S. during Fiscal 2025 and 2024[39](index=39&type=chunk) - While the company believes it does not infringe on others' intellectual property, litigation costs or damages from potential claims could materially affect its business[40](index=40&type=chunk) [Employees](index=9&type=section&id=Employees) Total full-time employees decreased to 614 in Fiscal 2025 from 673 in Fiscal 2024, with the majority based in Asia and no union representation Employee Count as of June 30 | Category | 2025 | 2024 | | :--------- | :--- | :--- | | Full-time employees | 614 | 673 | | Part-time employees | 4 | 3 | | U.S. full-time | 5 | 6 | | Asia full-time | 609 | 667 | | SBS segment | 559 | 621 | | IE segment | 31 | 23 | | General admin/others | 24 | 29 | - None of the company's employees are represented by a labor union[41](index=41&type=chunk)[42](index=42&type=chunk) [ITEM 1A – RISK FACTORS](index=10&type=section&id=Item%201A%20Risk%20factors) As a smaller reporting company, Trio-Tech International is not required to provide the detailed risk factor information typically found in this item - The company is exempt from providing detailed risk factor disclosures as it qualifies as a smaller reporting company[43](index=43

Details of how to attend the Meeting virtually are set out in the letter to shareholders on or around the date of this Notice. VOTING BY PROXY Exhibit 99.1 NOVA MINERALS LIMITED ACN 006 690 348 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 2025 Annual General Meeting ("Meeting") of the shareholders of Nova Minerals Limited (ACN 006 690 348) ("the Company" or "Nova") will be held as a virtual meeting using technology on 10 November 2025 at 10:00am (AEDT/ Melbourne time). Further details in ...

Exhibit 99.1 "Looking ahead, we will continue to scale our higher-margin Insurance and Wealth verticals, with mix expected to make up approximately 30% of Group revenue by the end of the year. The launch of Hong Kong's Credit Hero Club with TransUnion in Q4 will deepen engagement and drive higher conversion rates, with expansion planned into other markets. We will continue to strategically invest in our business — balancing disciplined cost management with targeted investments in product innovation, AI capa ...

[Third Quarter 2025 Earnings Overview](index=1&type=section&id=Third%20Quarter%202025%20Earnings%20Overview) Lennar Corporation's Q3 2025 performance reflects market pressures and strategic adjustments, with key financial metrics, management insights, and Q4 guidance indicating a focus on operational efficiency and market adaptation [1.1 Key Financial and Operational Highlights](index=1&type=section&id=1.1%20Key%20Financial%20and%20Operational%20Highlights) Lennar Corporation achieved diluted EPS of $2.29, 12% new orders growth to 23,004 homes, and total revenue of $8.8 billion in Q3 2025, maintaining deliveries and a healthy balance sheet amidst market pressures | Metric | Q3 2025 | Change (YoY) | | :----------------------------------- | :--------------- | :---------- | | Diluted EPS | $2.29 | -46.2% | | Net Earnings | $591 million | -50.8% | | New Orders | 23,004 homes | +12% | | Deliveries | 21,584 homes | Flat | | Total Revenue | $8.8 billion | -6.4% | | Home Sales Gross Margin | 17.5% | -5.0 ppts | | SG&A as % of Home Sales Revenue | 8.2% | +1.5 ppts | | Home Sales Net Margin | 9.2% | - | | Financial Services Operating Earnings | $178 million | +23.6% | | Homebuilding Cash & Equivalents | $1.4 billion | - | | Homebuilding Debt to Total Capital | 13.5% | +6.0 ppts | | Share Repurchases | 4.1 million shares ($507 million) | - | - New orders increased by **12%** year-over-year to **23,004 homes**, with a backlog of **16,953 homes** valued at **$6.6 billion**[3](index=3&type=chunk) - The company repurchased **4.1 million shares** of common stock for **$507 million**[3](index=3&type=chunk) [1.2 Management's Commentary and Strategic Outlook](index=2&type=section&id=1.2%20Management's%20Commentary%20and%20Strategic%20Outlook) Management noted Q3 results reflect ongoing housing market pressures and stable operations, using incentives to maintain sales momentum while improving inventory turnover and construction cycles - Market pressures led to an average sales price reduction to **$383,000**, a gross margin decline to **17.5%**, and SG&A expenses at **8.2%** of revenue[5](index=5&type=chunk) - The company maintained a start pace of **4.4 homes** per community per month and a sales pace of **4.7 homes** per community per month through targeted incentives, including mortgage rate buydowns[5](index=5&type=chunk) - Inventory turnover improved to **1.9 times**, and the construction cycle shortened to a record low of **126 days**, reflecting a production-first strategy and successful negotiations with trade partners[5](index=5&type=chunk) - Management is optimistic for Q4, projecting new orders of **20,000-21,000 homes**, deliveries of **22,000-23,000 homes**, and a gross margin of approximately **17.5%**[5](index=5&type=chunk) [1.3 Fourth Quarter 2025 Guidance](index=4&type=section&id=1.3%20Fourth%20Quarter%202025%20Guidance) The company forecasts Q4 2025 new orders between 20,000-21,000 homes, deliveries of 22,000-23,000 homes, and an average sales price of $380,000-$390,000, with homebuilding gross margin around 17.5% 2025 Fourth Quarter Guidance | Metric | Expected Results | | :-------------------------- | :--------------- | | New Orders | 20,000 - 21,000 homes | | Deliveries | 22,000 - 23,000 homes | | Average Sales Price | $380,000 - $390,000 | | Home Sales Gross Margin | Approx. 17.5% (Consistent with Q3) | | SG&A as % of Home Sales | 7.8% - 8.0% | | Financial Services Operating Earnings | $130 million - $135 million | [Detailed Financial Results (Three Months Ended August 31, 2025 vs 2024)](index=3&type=section&id=Detailed%20Financial%20Results%20(Three%20Months%20Ended%20August%2031%2C%202025%20vs%202024)) This section provides a detailed breakdown of Lennar's Q3 2025 consolidated and segment-specific financial performance, highlighting revenue, earnings, and operational shifts compared to the prior year [2.1 Consolidated Financial Performance](index=3&type=section&id=2.1%20Consolidated%20Financial%20Performance) The company's Q3 2025 net earnings and diluted EPS significantly declined year-over-year, primarily due to reduced home sales revenue and lower gross margins, with total revenue decreasing by 6.4% Consolidated Financial Results (Q3 2025 vs Q3 2024) | Metric | Q3 2025 ($) | Q3 2024 ($) | YoY Change | | :------------------------------------------------- | :--------------- | :--------------- | :------- | | Total Revenue | $8.81 billion | $9.42 billion | -6.4% | | Net Earnings Attributable to Lennar | $591 million | $1.16 billion | -49.2% | | Diluted EPS | $2.29 | $4.26 | -46.2% | | Net Earnings Attributable to Lennar (Excluding Mark-to-Market Gains on Tech Investments) | $516 million | $1.1 billion | -53.0% | | Diluted EPS (Excluding Mark-to-Market Gains on Tech Investments) | $2.00 | $3.90 | -48.7% | [2.2 Segment-Specific Performance](index=3&type=section&id=2.2%20Segment-Specific%20Performance) This section details the performance of Lennar's homebuilding, financial services, and ancillary businesses, revealing varied results across segments [2.2.1 Homebuilding Segment](index=3&type=section&id=2.2.1%20Homebuilding%20Segment) Homebuilding revenue decreased 9% to $8.2 billion in Q3 2025 due to a 9% drop in average sales price, with gross margin falling to 17.5% despite stable deliveries Homebuilding Key Metrics (Q3 2025 vs Q3 2024) | Metric | Q3 2025 | Q3 2024 | YoY Change | | :----------------------- | :--------------- | :--------------- | :------- | | Home Sales Revenue | $8.2 billion | $9.0 billion | -9% | | New Home Deliveries | 21,584 homes | 21,516 homes | +0.3% | | Average Sales Price of Homes Delivered | $383,000 | $422,000 | -9% | | Home Sales Gross Margin | 17.5% | 22.5% | -5.0 ppts | | SG&A Expenses | $676 million | $601 million | +12.5% | | SG&A as % of Home Sales Revenue | 8.2% | 6.7% | +1.5 ppts | - Gross margin decline was primarily due to lower revenue per square foot and higher land costs, partially offset by reduced construction costs[10](index=10&type=chunk) [2.2.2 Financial Services Segment](index=3&type=section&id=2.2.2%20Financial%20Services%20Segment) Financial Services operating earnings increased to $177 million in Q3 2025, driven by higher profit per locked loan in the mortgage business Financial Services Operating Earnings (Q3 2025 vs Q3 2024) | Metric | Q3 2025 | Q3 2024 | YoY Change | | :--------------- | :--------------- | :--------------- | :------- | | Operating Earnings | $177 million | $144 million | +22.9% | - The increase in operating earnings was primarily due to higher profit per locked loan in the mortgage business, reflecting improved margins[12](index=12&type=chunk) [2.2.3 Ancillary Businesses (Multifamily & Lennar Other)](index=3&type=section&id=2.2.3%20Ancillary%20Businesses%20(Multifamily%20%26%20Lennar%20Other)) Multifamily recorded a $16 million operating loss in Q3 2025, while Lennar Other operating earnings rose to $62 million, primarily due to mark-to-market gains on technology investments Ancillary Businesses Operating Earnings/Loss (Q3 2025 vs Q3 2024) | Business Segment | Q3 2025 | Q3 2024 | YoY Change | | :--------------- | :--------------- | :--------------- | :------- | | Multifamily Operating Earnings (Loss) | $(16) million | $79 million | Shift from Profit to Loss | | Lennar Other Operating Earnings | $62 million | $20 million | +210% | - Multifamily operating earnings in the prior year were positively impacted by a **$179 million** net gain from asset sales, partially offset by a **$90 million** write-down of non-core assets[13](index=13&type=chunk) - Lennar Other operating earnings were primarily related to mark-to-market gains on technology investments, totaling **$99.2 million** in Q3 2025 and **$39.1 million** in Q3 2024[13](index=13&type=chunk)[23](index=23&type=chunk) [2.3 Tax Rate](index=4&type=section&id=2.3%20Tax%20Rate) The effective income tax rate increased to 24.4% in Q3 2025 from 23.0% in the prior year, mainly due to reduced tax credits, with no significant impact expected from new legislation Income Tax Information (Q3 2025 vs Q3 2024) | Metric | Q3 2025 | Q3 2024 | | :----------- | :--------------- | :--------------- | | Provision for Income Taxes | $191 million | $348 million | | Effective Income Tax Rate | 24.4% | 23.0% | - The effective tax rate increased primarily due to reduced tax credits[14](index=14&type=chunk) [2.4 Share Repurchases](index=4&type=section&id=2.4%20Share%20Repurchases) The company repurchased 4.1 million shares of common stock for $507 million at an average price of $122.97 per share during Q3 2025 - The company repurchased **4.1 million shares** of common stock for **$507 million** at an average price of **$122.97** per share during the third quarter[15](index=15&type=chunk) [Homebuilding Operational Metrics](index=8&type=section&id=Homebuilding%20Operational%20Metrics) Key homebuilding operational metrics for Q3 2025 show stable deliveries and increased new orders, alongside a decrease in average sales prices and backlog value, reflecting dynamic market conditions [3.1 Deliveries](index=8&type=section&id=3.1%20Deliveries) In Q3 2025, the company delivered 21,584 homes, largely flat year-over-year, but the average sales price decreased 9% to $383,000, with notable declines in Western and Eastern regions Home Deliveries and Average Sales Price (Q3 2025 vs Q3 2024) | Region | 2025 Deliveries (homes) | 2024 Deliveries (homes) | YoY Change | 2025 Avg. Sales Price | 2024 Avg. Sales Price | YoY Change | | :------------ | :------------- | :------------- | :------- | :------------------- | :------------------- | :------- | | East | 4,770 | 5,270 | -9.5% | $366,000 | $400,000 | -8.5% | | Central | 5,469 | 5,510 | -0.7% | $379,000 | $400,000 | -5.3% | | Southeast | 6,413 | 5,067 | +26.6% | $235,000 | $253,000 | -7.1% | | West | 4,926 | 5,663 | -13.0% | $599,000 | $613,000 | -2.2% | | Other | 6 | 6 | 0.0% | $604,000 | $538,000 | +12.3% | | **Total** | **21,584** | **21,516** | **+0.3%** | **$383,000** | **$422,000** | **-9.2%** | Home Deliveries and Average Sales Price (Nine Months Ended August 31, 2025 vs 2024) | Region | 2025 Deliveries (homes) | 2024 Deliveries (homes) | YoY Change | 2025 Avg. Sales Price | 2024 Avg. Sales Price | YoY Change | | :------------ | :------------- | :------------- | :------- | :------------------- | :------------------- | :------- | | East | 13,757 | 15,177 | -9.4% | $375,000 | $407,000 | -7.8% | | Central | 14,102 | 13,604 | +3.7% | $383,000 | $398,000 | -3.8% | | Southeast | 17,317 | 13,999 | +23.7% | $241,000 | $253,000 | -4.7% | | West | 14,351 | 15,193 | -5.6% | $603,000 | $609,000 | -1.0% | | Other | 22 | 31 | -29.0% | $652,000 | $529,000 | +23.2% | | **Total** | **59,549** | **58,004** | **+2.7%** | **$393,000** | **$421,000** | **-6.6%** | [3.2 New Orders](index=8&type=section&id=3.2%20New%20Orders) New orders increased 12% year-over-year to 23,004 homes in Q3 2025, driven by strong growth in the Central and Eastern regions, despite an 11.8% decrease in average sales price to $367,000 New Orders and Average Sales Price (Q3 2025 vs Q3 2024) | Region | 2025 Active Communities | 2024 Active Communities | 2025 New Orders (homes) | 2024 New Orders (homes) | YoY Change | 2025 Avg. Sales Price | 2024 Avg. Sales Price | YoY Change | | :------------ | :------------- | :------------- | :------------- | :------------- | :------- | :------------------- | :------------------- | :------- | | East | 348 | 293 | 5,665 | 4,641 | +22.1% | $359,000 | $408,000 | -12.1% | | Central | 464 | 365 | 5,555 | 5,405 | +2.8% | $361,000 | $390,000 | -7.4% | | Southeast | 411 | 245 | 7,055 | 5,217 | +35.2% | $224,000 | $251,000 | -10.8% | | West | 440 | 378 | 4,725 | 5,317 | -11.2% | $596,000 | $612,000 | -2.6% | | Other | 1 | 2 | 4 | 7 | -42.9% | $611,000 | $349,000 | +75.1% | | **Total** | **1,664** | **1,283** | **23,004** | **20,587** | **+11.7%** | **$367,000** | **$416,000** | **-11.8%** | New Orders and Average Sales Price (Nine Months Ended August 31, 2025 vs 2024) | Region | 2025 New Orders (homes) | 2024 New Orders (homes) | YoY Change | 2025 Avg. Sales Price | 2024 Avg. Sales Price | YoY Change | | :------------ | :------------- | :------------- | :------- | :------------------- | :------------------- | :------- | | East | 15,141 | 13,782 | +9.9% | $363,000 | $414,000 | -12.3% | | Central | 15,562 | 15,396 | +1.1% | $377,000 | $396,000 | -4.8% | | Southeast | 18,602 | 14,861 | +25.2% | $235,000 | $253,000 | -7.1% | | West | 14,634 | 15,979 | -8.4% | $595,000 | $621,000 | -4.2% | | Other | 21 | 38 | -44.7% | $666,000 | $465,000 | +43.2% | | **Total** | **63,960** | **60,056** | **+6.5%** | **$382,000** | **$425,000** | **-10.1%** | [3.3 Backlog](index=9&type=section&id=3.3%20Backlog) As of August 31, 2025, backlog stood at 16,953 homes, flat year-over-year, but total dollar value decreased 14.2% to $6.6 billion, with average sales price also down 14.2% to $392,000 Backlog and Average Sales Price (As of August 31, 2025) | Region | 2025 Backlog (homes) | 2024 Backlog (homes) | YoY Change | 2025 Backlog Value ($) | 2024 Backlog Value ($) | YoY Change | 2025 Avg. Sales Price | 2024 Avg. Sales Price | YoY Change | | :------------ | :------------- | :------------- | :------- | :------------------- | :------------------- | :------- | :------------------- | :------------------- | :------- | | East | 4,720 | 5,115 | -7.6% | $1.82 billion | $2.22 billion | -18.0% | $386,000 | $434,000 | -11.1% | | Central | 4,862 | 5,025 | -3.2% | $1.87 billion | $2.08 billion | -10.0% | $384,000 | $413,000 | -7.0% | | Southeast | 4,072 | 2,757 | +47.7% | $892 million | $694 million | +28.6% | $219,000 | $252,000 | -13.1% | | West | 3,299 | 4,037 | -18.2% | $2.07 billion | $2.75 billion | -25.0% | $626,000 | $682,000 | -8.2% | | Other | — | 10 | -100.0% | — | $2,805 | -100.0% | — | $280,000 | -100.0% | | **Total** | **16,953** | **16,944** | **+0.1%** | **$6.65 billion** | **$7.75 billion** | **-14.2%** | **$392,000** | **$457,000** | **-14.2%** | - As of August 31, 2025, backlog included **909 acquired homes**, with **181** in Central, **717** in Southeast, and **11** in Western homebuilding operations[31](index=31&type=chunk) [Financial Position and Capital Structure](index=10&type=section&id=Financial%20Position%20and%20Capital%20Structure) Lennar's financial position as of August 31, 2025, shows a reduction in total assets and cash, an increase in homebuilding debt, and a shift to positive net homebuilding debt, impacting capital ratios [4.1 Condensed Consolidated Balance Sheets](index=10&type=section&id=4.1%20Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased by 15.6% to $34.88 billion as of August 31, 2025, reflecting significant reductions in homebuilding cash and land inventory, aligning with a 'land-light' strategy Condensed Consolidated Balance Sheet Key Data (As of August 31, 2025 vs November 30, 2024) | Metric | August 31, 2025 ($) | November 30, 2024 ($) | Change | | :--------------------------------- | :--------------- | :--------------- | :------- | | Total Assets | $34.88 billion | $41.31 billion | -15.6% | | Total Liabilities | $12.13 billion | $13.29 billion | -8.8% | | Total Equity | $22.75 billion | $28.02 billion | -18.8% | | Homebuilding Cash & Equivalents | $1.41 billion | $4.66 billion | -69.8% | | Land & Land Development Inventory | $1.07 billion | $4.75 billion | -77.5% | | Real Estate Deposits & Pre-Acquisition Costs | $6.01 billion | $3.63 billion | +65.8% | | Investments in Unconsolidated Entities | $2.65 billion | $1.34 billion | +97.0% | [4.2 Homebuilding Debt and Capital Ratios](index=11&type=section&id=4.2%20Homebuilding%20Debt%20and%20Capital%20Ratios) Homebuilding debt increased to $3.52 billion, while cash significantly decreased, resulting in a positive net homebuilding debt of $2.12 billion and an increased debt-to-capital ratio of 13.5% Homebuilding Debt and Capital Ratios (As of August 31, 2025 vs November 30, 2024) | Metric | August 31, 2025 ($) | November 30, 2024 ($) | Change | | :--------------------------------- | :--------------- | :--------------- | :------- | | Homebuilding Debt | $3.52 billion | $2.26 billion | +56.0% | | Homebuilding Cash & Equivalents | $1.41 billion | $4.66 billion | -69.8% | | Net Homebuilding Debt | $2.12 billion | $(2.40) billion | Shift from Negative to Positive | | Homebuilding Debt to Total Capital Ratio | 13.5% | 7.5% | +6.0 ppts | | Net Homebuilding Debt to Total Capital Ratio | 8.6% | (9.4)% | Shift from Negative to Positive | [Company Information](index=5&type=section&id=Company%20Information) This section provides an overview of Lennar Corporation, important disclaimers regarding forward-looking statements, and details for the upcoming Q3 earnings conference call [5.1 About Lennar Corporation](index=5&type=section&id=5.1%20About%20Lennar%20Corporation) Lennar Corporation, founded in 1954, is a leading U.S. homebuilder offering diverse housing options, financial services, multifamily developments, and strategic technology investments - Lennar Corporation is a leading U.S. homebuilder, providing affordable, move-up, and active adult communities under the Lennar brand[17](index=17&type=chunk) - The Financial Services segment offers mortgage, title, and closing services, along with commercial real estate mortgages through LMF Commercial[17](index=17&type=chunk) - The Multifamily segment focuses on developing high-quality multifamily rental properties[17](index=17&type=chunk) - The LEN segment drives the company's technology, innovation, and strategic investments[17](index=17&type=chunk) [5.2 Note Regarding Forward-Looking Statements](index=5&type=section&id=5.2%20Note%20Regarding%20Forward-Looking%20Statements) This press release contains forward-looking statements about the housing market and company performance, subject to risks and uncertainties that may cause actual results to differ materially - Forward-looking statements pertain to the housing market, company's expected performance, and guidance, not strictly based on historical or current facts[17](index=17&type=chunk) - Actual results may differ materially due to various risks and uncertainties, including a slowdown in the real estate market, decreased demand, inflation, increased mortgage costs, supply chain shortages, changes in government policies, and natural disasters[17](index=17&type=chunk) - The company undertakes no obligation to update or revise any forward-looking statements[17](index=17&type=chunk) [5.3 Conference Call Information](index=5&type=section&id=5.3%20Conference%20Call%20Information) Lennar will host a conference call on Friday, September 19, 2025, at 11:00 AM ET to discuss Q3 earnings, accessible via webcast and archived replay - The third-quarter earnings conference call will be held on **Friday, September 19, 2025, at 11:00 AM ET**[18](index=18&type=chunk) - The conference will be webcast live on the company's website, investors.lennar.com, with an archived replay available for **90 days**[18](index=18&type=chunk) - A telephone replay can be accessed by dialing **203-369-0176** and entering confirmation code **5723593**[18](index=18&type=chunk)