UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 D ...

News Release I For Immediate Release FactSet Reports Results for Fourth Quarter and Fiscal 2025 NORWALK, Conn., September 18, 2025 - FactSet ("FactSet" or the "Company") (NYSE:FDS) (NASDAQ:FDS), a global financial digital platform and enterprise solutions provider, today announced results for its fourth quarter and full year fiscal 2025 ended August 31, 2025. Fourth Quarter Fiscal 2025 Highlights (1) References to "organic" figures in this press release exclude the current year impact of acquisitions and di ...

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 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-42627 WINCHESTER BANCORP, INC. (Exact name of Registrant as specified in its Charter) (State or other jurisdiction of incorporation or or ...

[PART I – Financial Information](index=4&type=section&id=PART%20I%20%E2%80%93%20Financial%20Information) This section presents General Mills' unaudited consolidated financial statements and management's discussion for Q1 FY26 [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents General Mills' unaudited consolidated financial statements and notes for the quarter ended August 24, 2025 [Consolidated Statements of Earnings](index=4&type=section&id=Consolidated%20Statements%20of%20Earnings) The Consolidated Statements of Earnings show a significant increase in operating profit and net earnings for Q1 FY26, driven by a divestiture gain | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | Change (%) | | :--------------------------------------- | :------------------------------------- | :------------------------------------- | :--------- | | Net sales | $4,517.5 | $4,848.1 | -6.8% | | Operating profit | $1,725.8 | $831.5 | 107.6% | | Net earnings attributable to General Mills | $1,204.2 | $579.9 | 107.7% | | Earnings per share – diluted | $2.22 | $1.03 | 115.5% | - Operating profit and net earnings significantly increased due to a **$1,054.4 million divestitures gain** in the current quarter[12](index=12&type=chunk) [Consolidated Statements of Comprehensive Income](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Total comprehensive income for General Mills more than doubled year-over-year, driven by higher net earnings | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | Change (%) | | :------------------------------------- | :------------------------------------- | :------------------------------------- | :--------- | | Net earnings | $1,204.0 | $583.6 | 106.3% | | Other comprehensive loss, net of tax | $(55.0) | $(56.3) | -2.3% | | Total comprehensive income | $1,149.0 | $527.3 | 117.9% | | Comprehensive income attributable to General Mills | $1,148.7 | $523.1 | 119.6% | [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) The balance sheet shows a slight decrease in total assets and liabilities, while total equity increased, driven by higher retained earnings | Metric | Aug. 24, 2025 (Millions) | May 25, 2025 (Millions) | Change (%) | | :--------------------------------- | :----------------------- | :---------------------- | :--------- | | Cash and cash equivalents | $952.9 | $363.9 | 161.8% | | Total current assets | $5,239.8 | $5,275.7 | -0.7% | | Total assets | $33,015.6 | $33,071.1 | -0.2% | | Total current liabilities | $7,959.6 | $7,857.3 | 1.3% | | Total liabilities | $23,496.7 | $23,859.9 | -1.5% | | Total equity | $9,518.9 | $9,211.2 | 3.3% | - Assets held for sale decreased from **$740.4 million** to **$0**, indicating the completion of divestitures[16](index=16&type=chunk) [Consolidated Statements of Total Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Total%20Equity) Total equity increased quarter-over-quarter, primarily due to net earnings, partially offset by cash dividends and share repurchases | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | Change (%) | | :--------------------------------------- | :------------------------------------- | :------------------------------------- | :--------- | | Total equity, beginning balance | $9,211.2 | $9,648.5 | -4.5% | | Net earnings attributable to General Mills | $1,204.2 | $579.9 | 107.7% | | Cash dividends declared | $(330.9) | $(337.8) | -2.0% | | Common stock in treasury, ending balance | $(11,866.6) | $(10,601.9) | 11.9% | | Total equity, ending balance | $9,518.9 | $9,526.6 | -0.1% | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash from operations decreased, while investing activities generated significant cash due to divestitures, and financing activities used more cash | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | Change (Millions) | | :------------------------------------- | :------------------------------------- | :------------------------------------- | :---------------- | | Net cash provided by operating activities | $397.0 | $624.2 | $(227.2) | | Net cash provided by (used by) investing activities | $1,694.8 | $(148.0) | $1,842.8 | | Net cash used by financing activities | $(1,507.2) | $(429.4) | $(1,077.8) | | Increase in cash and cash equivalents | $589.0 | $50.1 | $538.9 | | Cash and cash equivalents - end of period | $952.9 | $468.1 | $484.8 | - Investing activities were significantly boosted by **$1,803.4 million** in proceeds from divestitures in Q1 FY26[20](index=20&type=chunk) - Financing activities saw a substantial increase in cash used, primarily due to **$654.8 million** in net debt payments and **$500.0 million** in common stock repurchases[20](index=20&type=chunk) [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide essential context and detail for the financial statements, covering accounting policies, significant transactions, and segment performance [(1) Background](index=9&type=section&id=(1)%20Background) Interim financial statements are prepared under GAAP, and Q1 FY26 results are not indicative of the full fiscal year - Interim financial statements are prepared under GAAP, and Q1 FY26 results are not necessarily indicative of the full fiscal year[22](index=22&type=chunk) - Accounting policies are consistent with the Annual Report on Form 10-K for the fiscal year ended May 25, 2025[23](index=23&type=chunk) [(2) Acquisition and Divestitures](index=9&type=section&id=(2)%20Acquisition%20and%20Divestitures) General Mills completed the sale of its U.S. yogurt business in Q1 FY26, recording a significant pre-tax gain, and acquired Whitebridge Pet Brands - Completed the sale of the United States yogurt business in Q1 FY26, recording a pre-tax gain of **$1,046.5 million**[25](index=25&type=chunk) - Recorded a **$7.9 million** increase to the pre-tax gain from the sale of the Canada yogurt business in Q1 FY26[25](index=25&type=chunk) - Acquired NX Pet Holding, Inc. (Whitebridge Pet Brands) for **$1.4 billion** in Q3 FY25, adding **$1,086.7 million** in goodwill and **$289.0 million** for the Tiki Pets brand[26](index=26&type=chunk) [(3) Restructuring, Transformation, Impairment, and Other Exit Costs](index=9&type=section&id=(3)%20Restructuring,%20Transformation,%20Impairment,%20and%20Other%20Exit%20Costs) The company recorded **$18.3 million** in restructuring and transformation charges in Q1 FY26, an increase from the prior year | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | | :------------------------------------------------ | :------------------------------------- | :------------------------------------- | | Restructuring, transformation, impairment, and other exit costs | $16.3 | $2.2 | | Cost of sales (restructuring charges) | $2.0 | $0.7 | | Total restructuring, transformation, and impairment charges | $18.3 | $2.9 | - Net cash paid for restructuring and transformation actions increased from **$2.7 million** in Q1 FY25 to **$21.0 million** in Q1 FY26[28](index=28&type=chunk) Reserve Balance for Restructuring and Transformation Actions | Metric | Amount (Millions) | | :---------------------------------- | :---------------- | | Reserve balance as of May 25, 2025 | $77.1 | | Fiscal 2026 charges | $0.6 | | Utilized in fiscal 2026 | $(8.4) | | Reserve balance as of Aug. 24, 2025 | $69.3 | [(4) Goodwill and Other Intangible Assets](index=10&type=section&id=(4)%20Goodwill%20and%20Other%20Intangible%20Assets) Goodwill and other intangible assets saw minor changes in Q1 FY26, primarily due to foreign currency translation | Metric | Aug. 24, 2025 (Millions) | May 25, 2025 (Millions) | | :---------------------------------- | :----------------------- | :---------------------- | | Goodwill | $15,660.2 | $15,622.4 | | Other intangible assets | $7,087.3 | $7,081.4 | | Total | $22,747.5 | $22,703.8 | - Annual amortization expense for finite-lived intangible assets is estimated at approximately **$20 million** for each of the next five fiscal years[31](index=31&type=chunk) - The company monitors Progresso, Nudges, True Chews, and Kitano brand intangible assets for potential impairment[34](index=34&type=chunk) [(5) Inventories](index=11&type=section&id=(5)%20Inventories) Total inventories increased from May 25, 2025, to August 24, 2025, primarily driven by an increase in finished goods | Component | Aug. 24, 2025 (Millions) | May 25, 2025 (Millions) | | :-------------------------- | :----------------------- | :---------------------- | | Finished goods | $2,068.0 | $1,883.9 | | Raw materials and packaging | $496.0 | $460.0 | | Grain | $77.8 | $112.5 | | Excess of FIFO over LIFO cost | $(590.3) | $(545.6) | | Total | $2,051.5 | $1,910.8 | [(6) Risk Management Activities](index=11&type=section&id=(6)%20Risk%20Management%20Activities) General Mills uses derivatives to manage market price risks for commodities and foreign currency, aiming for price certainty - Derivatives are used to manage price risk for principal ingredients (grains, oils, dairy) and energy costs to achieve future price certainty[36](index=36&type=chunk) - Changes in derivative values are recorded in cost of sales, with gains/losses reclassified from unallocated corporate items to segment operating profit[37](index=37&type=chunk)[38](index=38&type=chunk) Net Loss on Mark-to-Market Valuation of Commodity Positions | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | | :---------------------------------------------------------------- | :------------------------------------- | :------------------------------------- | | Net loss on mark-to-market valuation of certain commodity positions | $(0.5) | $(37.7) | | Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items | $(8.5) | $(28.8) | [(7) Debt](index=12&type=section&id=(7)%20Debt) Notes payable significantly decreased, primarily due to the reduction in U.S. commercial paper, while maintaining substantial credit facilities Notes Payable | Metric | Aug. 24, 2025 (Millions) | May 25, 2025 (Millions) | Weighted Average Interest Rate (Aug. 24, 2025) | | :----------------------- | :----------------------- | :---------------------- | :--------------------------------------------- | | U.S. commercial paper | $- | $669.4 | -% | | Financial institutions | $22.1 | $7.6 | 6.0% | | Total notes payable | $22.1 | $677.0 | 6.0% | Credit Facilities | Credit Facility | Borrowing Capacity (Millions) | Borrowed Amount (Millions) | | :------------------------------------ | :---------------------------- | :------------------------- | | Committed credit facility expiring October 2029 | $2,700.0 | $- | | Uncommitted credit facilities and lines of credit | $774.8 | $22.1 | | Total | $3,474.8 | $22.1 | - The company was in compliance with all credit facility covenants, including maintaining a fixed charge coverage ratio of at least **2.5 times**, as of August 24, 2025[44](index=44&type=chunk)[49](index=49&type=chunk) [(8) Noncontrolling Interests](index=13&type=section&id=(8)%20Noncontrolling%20Interests) General Mills purchased the outstanding Class A limited membership interests of General Mills Cereals, LLC in Q4 FY25 for **$252.8 million** - In Q4 FY25, General Mills purchased the outstanding GMC Class A limited membership interests for **$252.8 million**, which represented its principal noncontrolling interest[50](index=50&type=chunk) [(9) Stockholders' Equity](index=13&type=section&id=(9)%20Stockholders'%20Equity) Stockholders' equity details the components of comprehensive income and accumulated other comprehensive loss, showing various impacts Comprehensive Income Attributable to General Mills | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | | :------------------------------------------------ | :------------------------------------- | :------------------------------------- | | Net earnings attributable to General Mills | $1,204.2 | $579.9 | | Other comprehensive (loss) income attributable to General Mills | $(55.5) | $(56.8) | | Total comprehensive income attributable to General Mills | $1,148.7 | $523.1 | Accumulated Other Comprehensive Loss (AOCI) | Component of AOCI | Aug. 24, 2025 (Millions) | May 25, 2025 (Millions) | | :------------------------------------------ | :----------------------- | :---------------------- | | Foreign currency translation adjustments | $(941.9) | $(876.7) | | Unrealized loss from hedge derivatives | $(1.6) | $(7.4) | | Pension, other postretirement, and postemployment benefits: Net actuarial loss | $(1,718.9) | $(1,726.8) | | Prior service credits | $61.9 | $65.9 | | Accumulated other comprehensive loss | $(2,600.5) | $(2,545.0) | [(10) Stock Plans](index=13&type=section&id=(10)%20Stock%20Plans) Compensation expense related to stock-based payments decreased in Q1 FY26, with fair value estimated using a Black-Scholes model Stock-Based Payments | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | | :------------------------------------------ | :------------------------------------- | :------------------------------------- | | Compensation expense related to stock-based payments | $15.1 | $20.3 | | (Shortfall) windfall tax impacts of stock-based payments | $(1.5) | $2.8 | - Unrecognized compensation expense for non-vested stock awards was **$181.6 million** as of August 24, 2025, to be recognized over an average of **28 months**[55](index=55&type=chunk) Stock Option Valuation Assumptions | Assumption | Quarter Ended Aug. 24, 2025 | Quarter Ended Aug. 25, 2024 | | :------------------------ | :-------------------------- | :-------------------------- | | Risk-free interest rate | 4.2% | 4.5% | | Expected term | 8.0 years | 8.5 years | | Expected volatility | 22.3% | 21.6% | | Dividend yield | 4.7% | 3.8% | [(11) Earnings Per Share](index=15&type=section&id=(11)%20Earnings%20Per%20Share) Basic and diluted EPS significantly increased in Q1 FY26, driven by higher net earnings and fewer diluted shares outstanding | Metric | Quarter Ended Aug. 24, 2025 | Quarter Ended Aug. 25, 2024 | | :------------------------------------------ | :-------------------------- | :-------------------------- | | Net earnings attributable to General Mills (Millions) | $1,204.2 | $579.9 | | Average number of common shares – basic EPS (Millions) | 541.3 | 560.5 | | Average number of common shares – diluted EPS (Millions) | 542.5 | 563.8 | | Earnings per share – basic | $2.22 | $1.03 | | Earnings per share – diluted | $2.22 | $1.03 | - Anti-dilutive stock options, restricted stock units, and performance share units increased from **4.4 million** in Q1 FY25 to **11.6 million** in Q1 FY26[58](index=58&type=chunk) [(12) Share Repurchases](index=15&type=section&id=(12)%20Share%20Repurchases) General Mills repurchased a higher number of shares for a greater aggregate price in Q1 FY26, primarily through ASR agreements Share Repurchase Activity | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | | :-------------------------- | :------------------------------------- | :------------------------------------- | | Shares of common stock | 8.7 | 4.5 | | Aggregate purchase price | $454.0 | $302.2 | - Entered into two ASR agreements totaling **$500.0 million** in Q1 FY26, receiving an initial delivery of **7.5 million shares**, funded by divestiture proceeds[59](index=59&type=chunk) - The delivery of **8.7 million shares** under ASR agreements reduced outstanding shares for EPS calculation in Q1 FY26[62](index=62&type=chunk) [(13) Statements of Cash Flows (Supplemental)](index=16&type=section&id=(13)%20Statements%20of%20Cash%20Flows%20(Supplemental)) Supplemental cash flow information shows an increase in both net cash interest payments and net income tax payments for Q1 FY26 | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | | :------------------------- | :------------------------------------- | :------------------------------------- | | Net cash interest payments | $125.9 | $83.7 | | Net income tax payments | $24.8 | $18.7 | [(14) Retirement and Postemployment Benefits](index=16&type=section&id=(14)%20Retirement%20and%20Postemployment%20Benefits) Net periodic benefit expense for defined benefit pension plans decreased, while other postretirement benefit plans generated net income | Benefit Plan | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | | :-------------------------------- | :------------------------------------- | :------------------------------------- | | Defined Benefit Pension Plans | $8.7 | $10.1 | | Other Postretirement Benefit Plans | $(15.4) | $(13.3) | | Postemployment Benefit Plans | $4.4 | $5.2 | [(15) Income Taxes](index=16&type=section&id=(15)%20Income%20Taxes) The effective tax rate increased in Q1 FY26, primarily due to unfavorable tax components related to the U.S. yogurt business sale - The effective tax rate for Q1 FY26 was **25.6%**, up from **21.8%** in Q1 FY25, primarily due to unfavorable tax components from the U.S. yogurt business sale and earnings mix[90](index=90&type=chunk) - The One Big Beautiful Bill Act (OBBBA) was signed into law on July 4, 2025, with no material impact on income tax expense for Q1 FY26[65](index=65&type=chunk)[91](index=91&type=chunk) - OECD Pillar 2 rules, effective for fiscal 2025 in numerous countries, had no material impact on consolidated financial statements[66](index=66&type=chunk) [(16) Business Segment and Geographic Information](index=16&type=section&id=(16)%20Business%20Segment%20and%20Geographic%20Information) General Mills operates in four segments, with segment operating profit being the primary metric for performance assessment - Operating segments include North America Retail, International, North America Pet, and North America Foodservice[68](index=68&type=chunk) - Segment operating profit excludes unallocated corporate items, divestiture gains/losses, and restructuring costs, as these are centrally managed[74](index=74&type=chunk) Segment Net Sales and Operating Profit | Segment | Q1 FY26 Net Sales (Millions) | Q1 FY25 Net Sales (Millions) | Q1 FY26 Operating Profit (Millions) | Q1 FY25 Operating Profit (Millions) | | :------------------------ | :--------------------------- | :--------------------------- | :---------------------------------- | :---------------------------------- | | North America Retail | $2,625.5 | $3,016.6 | $564.2 | $745.7 | | International | $760.2 | $717.0 | $65.7 | $20.9 | | North America Pet | $610.0 | $576.1 | $112.9 | $119.4 | | North America Foodservice | $516.7 | $536.2 | $70.6 | $71.5 | | Total Segment | $4,512.4 | $4,845.9 | $813.4 | $957.5 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of General Mills' financial performance, liquidity, and critical accounting estimates for Q1 FY26 [Introduction](index=20&type=section&id=Introduction) General Mills' key priorities for fiscal 2026 include returning North America Retail to volume growth and accelerating North America Pet growth - Key priorities for fiscal 2026 are to return North America Retail to volume growth, accelerate North America Pet growth, and drive efficiencies for reinvestment[78](index=78&type=chunk) - Category growth is expected to be below long-term projections due to less benefit from net price realization and mix amid a challenging consumer backdrop[78](index=78&type=chunk) - Strategic investment includes launching Blue Buffalo into the U.S. fresh pet food sub-category in calendar 2025[78](index=78&type=chunk) - The net impact of North American yogurt divestitures and Whitebridge Pet Brands acquisition is expected to reduce adjusted operating profit growth by approximately **5 points** in fiscal 2026[78](index=78&type=chunk) [Consolidated Results of Operations](index=20&type=section&id=Consolidated%20Results%20of%20Operations) In Q1 FY26, net sales decreased **7%** (3% organic), while operating profit surged **108%** due to a divestiture gain Consolidated Financial Highlights | Metric | Q1 FY26 Value (Millions) | Q1 FY25 Value (Millions) | % Change | Constant Currency Growth (a) | | :--------------------------------------- | :----------------------- | :----------------------- | :------- | :--------------------------- | | Net sales | $4,517.5 | $4,848.1 | (7)% | | | Operating profit | $1,725.8 | $831.5 | 108% | | | Net earnings attributable to General Mills | $1,204.2 | $579.9 | 108% | | | Diluted earnings per share | $2.22 | $1.03 | 116% | | | Organic net sales growth rate | | | (3)% | | | Adjusted operating profit | $711.2 | $865.3 | (18)% | (18)% | | Adjusted diluted earnings per share | $0.86 | $1.07 | (20)% | (20)% | - The **108%** increase in operating profit was primarily driven by a **$1,054.4 million** divestiture gain from the sale of the U.S. yogurt business[79](index=79&type=chunk)[87](index=87&type=chunk) Net Sales Growth Components | Component of Net Sales Growth | Q1 FY26 vs. Q1 FY25 | | :---------------------------- | :------------------ | | Contributions from volume growth | (8) pts | | Net price realization and mix | 1 pt | | Foreign currency exchange | Flat | | Net sales growth | (7)% | Organic Net Sales Growth Components | Component of Organic Net Sales Growth | Q1 FY26 vs. Q1 FY25 | | :------------------------------------ | :------------------ | | Contributions from organic volume growth | (1) pt | | Organic net price realization and mix | (2) pts | | Organic net sales growth | (3) pts | [Segment Operating Results](index=22&type=section&id=Segment%20Operating%20Results) Segment results show varied performance, with North America Retail declining, International growing, and North America Pet sales up but profit down [North America Retail Segment Results](index=22&type=section&id=North%20America%20Retail%20Segment%20Results) North America Retail net sales decreased **13%** (5% organic) in Q1 FY26, primarily due to lower volume and divestitures North America Retail Financial Highlights | Metric | Q1 FY26 Net Sales (Millions) | Q1 FY25 Net Sales (Millions) | % Change | | :-------------------------------- | :--------------------------- | :--------------------------- | :------- | | Net sales | $2,625.5 | $3,016.6 | (13)% | | Segment operating profit | $564.2 | $745.7 | (24)% | North America Retail Net Sales Growth Components | Component of Net Sales Growth | Q1 FY26 vs. Q1 FY25 | | :---------------------------- | :------------------ | | Contributions from volume growth | (16) pts | | Net price realization and mix | 3 pts | | Divestitures | (8) pts | | Net sales growth | (13)% | - Organic net sales decreased **5%**, driven by unfavorable organic net price realization and mix and a decrease in organic volume growth[99](index=99&type=chunk) [International Segment Results](index=23&type=section&id=International%20Segment%20Results) International net sales increased **6%** (4% organic) in Q1 FY26, driven by favorable net price realization and foreign currency International Financial Highlights | Metric | Q1 FY26 Net Sales (Millions) | Q1 FY25 Net Sales (Millions) | % Change | | :-------------------------------- | :--------------------------- | :--------------------------- | :------- | | Net sales | $760.2 | $717.0 | 6% | | Segment operating profit | $65.7 | $20.9 | 214% | International Net Sales Growth Components | Component of Net Sales Growth | Q1 FY26 vs. Q1 FY25 | | :---------------------------- | :------------------ | | Contributions from volume growth | (2) pts | | Net price realization and mix | 6 pts | | Foreign currency exchange | 3 pts | | Net sales growth | 6% | - International organic net sales increased **4%**, driven by favorable organic net price realization and mix, partially offset by a decrease in organic volume growth[105](index=105&type=chunk) [North America Pet Segment Results](index=24&type=section&id=North%20America%20Pet%20Segment%20Results) North America Pet net sales increased **6%** in Q1 FY26, but segment operating profit decreased **5%** due to higher costs North America Pet Financial Highlights | Metric | Q1 FY26 Net Sales (Millions) | Q1 FY25 Net Sales (Millions) | % Change | | :-------------------------------- | :--------------------------- | :--------------------------- | :------- | | Net sales | $610.0 | $576.1 | 6% | | Segment operating profit | $112.9 | $119.4 | (5)% | North America Pet Net Sales Growth Components | Component of Net Sales Growth | Q1 FY26 vs. Q1 FY25 | | :---------------------------- | :------------------ | | Contributions from volume growth | 1 pt | | Net price realization and mix | 5 pts | | Acquisition | 11 pts | | Organic net sales growth | (5) pts | | Net sales growth | 6% | - Organic net sales for North America Pet decreased **5%**, driven by a decrease in contributions from organic volume growth[110](index=110&type=chunk) [North America Foodservice Segment Results](index=25&type=section&id=North%20America%20Foodservice%20Segment%20Results) North America Foodservice net sales decreased **4%** in Q1 FY26, primarily due to lower volume and unfavorable net price realization North America Foodservice Financial Highlights | Metric | Q1 FY26 Net Sales (Millions) | Q1 FY25 Net Sales (Millions) | % Change | | :-------------------------------- | :--------------------------- | :--------------------------- | :------- | | Net sales | $516.7 | $536.2 | (4)% | | Segment operating profit | $70.6 | $71.5 | (1)% | North America Foodservice Net Sales Growth Components | Component of Net Sales Growth | Q1 FY26 vs. Q1 FY25 | | :---------------------------- | :------------------ | | Contributions from volume growth | (2) pts | | Net price realization and mix | (2) pts | | Divestitures | (5) pts | | Organic net sales growth | 1 pt | | Net sales growth | (4)% | - Organic net sales for North America Foodservice increased **1%**, driven by an increase in contributions from organic volume growth[115](index=115&type=chunk) [Unallocated Corporate Items](index=25&type=section&id=Unallocated%20Corporate%20Items) Unallocated corporate expenses remained relatively stable in Q1 FY26, with transaction costs related to the U.S. yogurt business sale | Metric | Q1 FY26 (Millions) | Q1 FY25 (Millions) | | :---------------------------------------------------------------- | :----------------- | :----------------- | | Unallocated corporate expenses | $126 | $124 | | Transaction costs related to U.S. yogurt business sale | $12 | $- | | Net increase in expense from mark-to-market valuation of commodity positions and grain inventories | $8 | $29 | | Acquisition integration costs | $1 | $2 | [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) Cash from operations decreased, while investing activities generated significant cash due to divestitures, and financing activities used more cash Cash Flow Activities | Cash Flow Activity | Q1 FY26 (Millions) | Q1 FY25 (Millions) | Change (Millions) | | :-------------------------------- | :----------------- | :----------------- | :---------------- | | Net cash provided by operating activities | $397 | $624 | $(227) | | Net cash provided by investing activities | $1,695 | $(148) | $1,843 | | Net cash used by financing activities | $(1,507) | $(429) | $(1,078) | - Investing activities were significantly boosted by **$1,798 million** cash from the sale of the U.S. yogurt business[119](index=119&type=chunk) - The company has **$2,166 million** of long-term debt maturing in the next **12 months** and expects adequate liquidity[124](index=124&type=chunk) [Critical Accounting Estimates](index=26&type=section&id=Critical%20Accounting%20Estimates) Critical accounting estimates remain consistent with the prior annual report, with no impairment found in the fiscal 2025 annual test - Critical accounting estimates, such as revenue recognition and valuation of assets, use the same assumptions and methodologies as described in the FY25 Form 10-K[126](index=126&type=chunk) - No impairment was determined for goodwill and indefinite-lived intangible assets in the fiscal 2025 annual test, but certain brands are being monitored for potential impairment[127](index=127&type=chunk) [Recently Issued Accounting Pronouncements](index=27&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) General Mills is analyzing the impact of two recently issued FASB ASUs requiring additional income statement and income tax disclosures - FASB ASU 2024-03, requiring disaggregation of income statement expenses, is effective for annual periods beginning after December 15, 2026 (FY28)[128](index=128&type=chunk) - FASB ASU 2023-09, requiring enhanced income tax disclosures, is effective for annual periods beginning after December 15, 2024 (FY26)[129](index=129&type=chunk) [Non-GAAP Measures](index=27&type=section&id=Non-GAAP%20Measures) This section provides reconciliations and explanations for non-GAAP financial measures used by management to show underlying performance - Non-GAAP measures are used to provide useful information to investors and management by offering transparency to underlying performance[130](index=130&type=chunk)[131](index=131&type=chunk)[142](index=142&type=chunk) Reconciliation of Operating Profit to Adjusted Operating Profit | Metric | Q1 FY26 Value (Millions) | Q1 FY25 Value (Millions) | % of Net Sales (Q1 FY26) | % of Net Sales (Q1 FY25) | | :--------------------------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Operating profit as reported | $1,725.8 | $831.5 | 38.2% | 17.2% | | Divestitures gain | $(1,054.4) | $- | (23.3)% | -% | | Restructuring and transformation charges | $18.3 | $2.9 | 0.4% | 0.1% | | Transaction costs | $11.8 | $- | 0.3% | -% | | Mark-to-market effects | $8.5 | $28.8 | 0.2% | 0.6% | | Acquisition integration costs | $1.4 | $1.6 | -% | -% | | Adjusted operating profit | $711.2 | $865.3 | 15.7% | 17.8% | Reconciliation of Diluted Earnings Per Share to Adjusted Diluted Earnings Per Share | Metric | Q1 FY26 | Q1 FY25 | Change (%) | Constant-currency Growth (%) | | :------------------------------------------ | :------ | :------ | :--------- | :--------------------------- | | Diluted earnings per share, as reported | $2.22 | $1.03 | 116% | | | Divestitures gain | $(1.43) | $- | | | | Restructuring and transformation charges | $0.03 | $- | | | | CPW asset impairments and transaction costs | $0.02 | $- | | | | Transaction costs | $0.02 | $- | | | | Mark-to-market effects | $0.01 | $0.04 | | | | Adjusted diluted earnings per share | $0.86 | $1.07 | (20)% | (20)% | [Glossary](index=32&type=section&id=Glossary) This section defines key financial and operational terms used throughout the report, including GAAP and non-GAAP measures - Provides definitions for key terms such as 'Adjusted diluted EPS', 'Adjusted operating profit', 'Constant currency', 'Derivatives', 'Fair value hierarchy', 'Goodwill', 'Holistic Margin Management (HMM)', 'Organic net sales growth', and 'Strategic Revenue Management (SRM)'[159](index=159&type=chunk)[160](index=160&type=chunk)[161](index=161&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk)[165](index=165&type=chunk)[167](index=167&type=chunk)[173](index=173&type=chunk)[176](index=176&type=chunk) [CAUTIONARY STATEMENT RELEVANT TO FORWARD -LOOKING INFORMATION FOR THE PURPOSE OF "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995](index=34&type=section&id=CAUTIONARY%20STATEMENT%20RELEVANT%20TO%20FORWARD%20-LOOKING%20INFORMATION%20FOR%20THE%20PURPOSE%20OF%20%22SAFE%20HARBOR%22%20PROVISIONS%20OF%20THE%20PRIVATE%20SECURITIES%20LITIGATION%20REFORM%20ACT%20OF%201995) This cautionary statement identifies various risks and uncertainties that could cause actual results to differ materially from forward-looking projections - Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from projections[179](index=179&type=chunk) - Key risk factors include tariffs, supply chain disruptions, competitive dynamics, economic conditions, and regulatory changes[181](index=181&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company provides a quantitative disclosure of its estimated maximum potential value-at-risk (VaR) for various market-risk-sensitive instruments Value-at-Risk (VaR) for Market-Risk-Sensitive Instruments | Instrument Type | One-day Risk of Loss (Millions) | Change During Quarter Ended Aug. 24, 2025 (Millions) | Analysis of Change | | :------------------------ | :------------------------------ | :--------------------------------------------------- | :----------------------- | | Interest rate instruments | $41 | $(5) | Decrease in interest rate volatility | | Foreign currency instruments | $54 | $3 | Immaterial | | Commodity instruments | $2 | $(1) | Immaterial | | Equity instruments | $3 | $- | Immaterial | [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of August 24, 2025 - Disclosure controls and procedures were evaluated and deemed effective as of August 24, 2025[184](index=184&type=chunk) - No material changes occurred in internal control over financial reporting during the quarter ended August 24, 2025[185](index=185&type=chunk) [PART II – Other Information](index=35&type=section&id=PART%20II%20%E2%80%93%20Other%20Information) This section contains other required information, including equity security sales, market risk, controls, and exhibits [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) General Mills repurchased **8.7 million** shares for **$454.0 million** in Q1 FY26, primarily through ASR agreements Common Stock Repurchases | Period | Total Number of Shares Purchased (a) | Average Price Paid Per Share (b) | Total Number of Shares Purchased as Part of a Publicly Announced Program (c) | Maximum Number of Shares that may yet be Purchased Under the Program (c) | | :------------------------ | :----------------------------------- | :------------------------------- | :----------------------------------------------------------------------- | :----------------------------------------------------------------------- | | May 26, 2025 - June 29, 2025 | - | $- | - | 36,918,163 | | June 30, 2025 - July 27, 2025 | 7,520,212 | $49.92 | 7,520,212 | 29,397,951 | | July 28, 2025 - August 24, 2025 | 1,199,631 | $50.41 | 1,199,631 | 28,198,320 | | Total | 8,719,843 | $49.99 | 8,719,843 | 28,198,320 | - The company entered into two ASR agreements totaling **$500.0 million** in Q1 FY26, receiving an initial delivery of **7.5 million shares**[190](index=190&type=chunk) - The Board of Directors authorized the repurchase of up to **100,000,000 shares** of common stock on June 27, 2022, with no expiration date[189](index=189&type=chunk) [Item 5. Other Information](index=35&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter[191](index=191&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including stock award agreements, CEO/CFO certifications, and iXBRL financial statements - Exhibits include forms of Performance Stock Unit, Stock Option, and Restricted Stock Unit Award Agreements[193](index=193&type=chunk) - Certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included[193](index=193&type=chunk) - Financial Statements from the Quarterly Report on Form 10-Q are formatted in Inline Extensible Business Reporting Language (iXBRL)[193](index=193&type=chunk) [Signatures](index=37&type=section&id=Signatures) The report is duly signed on behalf of General Mills, Inc. by Mark A. Pallot, Vice President, Chief Accounting Officer - The report is signed by Mark A. Pallot, Vice President, Chief Accounting Officer, on September 17, 2025[196](index=196&type=chunk)

PART I [Item 1. Business](index=6&type=section&id=Item%201.%20Business) Rezolute, Inc. is a late-stage rare disease company focused on treating hypoglycemia caused by hyperinsulinism (HI) with its lead clinical asset, ersodetug. The company is advancing ersodetug through Phase 3 studies for congenital HI (sunRIZE study, topline results expected **Dec 2025**) and tumor HI (upLIFT study, topline results expected **H2 2026**), both of which have received Breakthrough Therapy Designation from the FDA. The company protects its intellectual property, faces competition, and operates under significant government regulation, with R&D expenses increasing in **FY2025** - Rezolute, Inc. is a late-stage rare disease company focused on significantly improving outcomes for individuals with hypoglycemia caused by hyperinsulinism (HI)[18](index=18&type=chunk) - Lead clinical asset, ersodetug, is an intravenously administered human monoclonal antibody that down-modulates insulin's binding, signaling, and action to counteract elevated insulin effects[19](index=19&type=chunk)[20](index=20&type=chunk) - The sunRIZE Phase 3 study for congenital HI completed enrollment in **May 2025**, with topline results anticipated in **December 2025**[21](index=21&type=chunk) - Ersodetug received Orphan Drug Designation (U.S., EU), Rare Pediatric Disease Designation (U.S.), PRIME designation (EMA), ILAP designation (UK), and Breakthrough Therapy Designation (FDA) for congenital HI[27](index=27&type=chunk) - The upLIFT Phase 3 study for tumor HI initiated in **mid-2025**, with topline results anticipated in the **second half of calendar 2026**. The study design was modified to a single-arm open-label trial with as few as **16 participants**[29](index=29&type=chunk)[30](index=30&type=chunk) - Ersodetug received Breakthrough Therapy Designation by the FDA in **May 2025** for tumor HI[28](index=28&type=chunk) [Summary of Clinical Assets](index=6&type=section&id=Summary%20of%20Clinical%20Assets) This section details the company's lead asset, ersodetug, and its development for congenital and tumor hyperinsulinism, with the sunRIZE Phase 3 study for congenital HI completing enrollment in **May 2025** and results expected in **December 2025**, and the upLIFT Phase 3 study for tumor HI starting in **mid-2025** with results expected in **H2 2026**, both indications having received significant regulatory designations - Ersodetug is a potential treatment for hypoglycemia caused by multiple forms of hyperinsulinism, acting by down-modulating insulin's effects[19](index=19&type=chunk)[20](index=20&type=chunk) - sunRIZE Phase 3 study for congenital HI completed enrollment in **May 2025**, exceeding its target of **56 participants** with **62 enrolled**. Topline results are expected in **December 2025**[21](index=21&type=chunk)[149](index=149&type=chunk) - Preliminary data from sunRIZE showed an average participant age of **3.4 years**, with **35% under 2**, **95% on standard treatments**, and an average of **15 hypoglycemia events** per week[23](index=23&type=chunk) - Ersodetug has received Orphan Drug, Rare Pediatric Disease, PRIME (EMA), ILAP (UK), and Breakthrough Therapy (FDA) designations for congenital HI[27](index=27&type=chunk) - upLIFT Phase 3 study for tumor HI initiated in **mid-2025**, with topline results expected in **H2 2026**. The FDA agreed to modify the study design to a single-arm open-label trial with as few as **16 participants**[29](index=29&type=chunk)[30](index=30&type=chunk)[150](index=150&type=chunk) - The addressable market for congenital HI and tumor HI in the U.S. is estimated at over **1,500 patients** each[26](index=26&type=chunk)[37](index=37&type=chunk) [Expanded Access Program ("EAP")](index=10&type=section&id=Expanded%20Access%20Program%20(%22EAP%22)) The EAP provides ersodetug on a compassionate use basis for severe, unmanageable hypoglycemia across various HI indications, showing substantial improvement and good tolerability in **13 tumor HI patients** and **5 congenital HI patients**, many of whom were refractory to standard care - The EAP makes ersodetug available for compassionate use when therapeutic options have failed and an individual's hypoglycemia is unmanageable[38](index=38&type=chunk) - **13 tumor HI patients** and **5 congenital HI patients** have received ersodetug through the EAP, demonstrating substantial improvement in hypoglycemia and good tolerability[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) - Tumor HI patients in the EAP often required continuous intravenous dextrose and were hospitalized; ersodetug led to discontinuation or substantial reduction of IV dextrose and outpatient maintenance[38](index=38&type=chunk)[39](index=39&type=chunk) [Intellectual Property](index=12&type=section&id=Intellectual%20Property) Rezolute protects its intellectual property through patents, trade secrets, and trademarks, holding an exclusive worldwide license from XOMA for ersodetug, with patents expiring between **2030 and 2036**, and expects further data and marketing exclusivity - The company maintains and builds its patent portfolio through new filings, prosecution, and licensing, and protects know-how, trade secrets, and trademarks[42](index=42&type=chunk) - Holds a worldwide, exclusive license from XOMA for ersodetug, covering **38 issued patents** (**4 U.S.**) and pending applications, with patents expiring between **2030 and 2036**[44](index=44&type=chunk) - Expects further exclusivity for product candidates through data and marketing exclusivity under pharmaceutical regulatory laws, potentially up to **12 years** from BLA approval[44](index=44&type=chunk) [Competition](index=12&type=section&id=Competition) Rezolute faces competition from pharmaceutical and biotechnology companies, academic institutions, and governmental agencies in talent acquisition and technology development, with several companies, including Amylyx Pharmaceuticals, Hanmi Pharmaceuticals, and Zealand Pharma, developing therapies for HI that could compete with ersodetug - Competition exists from pharmaceutical and biotechnology companies, academic institutions, governmental agencies, and private research organizations in personnel and technology[45](index=45&type=chunk) - Potential competitors for ersodetug in HI include Amylyx Pharmaceuticals, Hanmi Pharmaceuticals, and Zealand Pharma[45](index=45&type=chunk) [Government Regulation](index=12&type=section&id=Government%20Regulation) The company's products require extensive regulatory approval from governmental agencies like the FDA and foreign authorities, involving rigorous preclinical testing and clinical trials, and is also subject to various federal, state, and local laws regarding manufacturing, safety, and hazardous substance handling - All potential products require regulatory approval by governmental agencies (e.g., FDA, EMA) prior to commercialization, involving rigorous preclinical testing and clinical trials[46](index=46&type=chunk) - The company is subject to federal, state, and local laws and regulations concerning safe working conditions, laboratory practices, animal use, and hazardous substance handling[47](index=47&type=chunk)[48](index=48&type=chunk) [Research and Development](index=14&type=section&id=Research%20and%20Development) R&D expenses were **$61.5 million** in **FY2025**, an increase from **$55.7 million** in **FY2024**, primarily driven by increased clinical and manufacturing costs for ersodetug Research and Development Expenses | Fiscal Year Ended June 30 | 2025 (Millions) | 2024 (Millions) | | :------------------------ | :-------------- | :-------------- | | R&D Expenses | **$61.5** | **$55.7** | - The increase in R&D expenses was primarily due to a **$11.8 million** increase in ersodetug clinical and manufacturing costs, partially offset by a **$7.0 million** decrease in RZ402 costs[176](index=176&type=chunk) [Human Capital Management](index=14&type=section&id=Human%20Capital%20Management) As of **June 30, 2025**, Rezolute had **71 full-time employees**, with **52 in R&D**. The company prioritizes diversity and inclusion, and focuses on attracting, developing, and retaining talent through various programs and benefits, including equity compensation - As of **June 30, 2025**, the company had **71 full-time employees**, with **52 in research and development** and **19 in general and administrative functions**, all located in the United States[50](index=50&type=chunk) - The company adopted an equity and inclusion policy on **May 30, 2023**, and leverages formal and informal programs to identify, foster, and retain top talent, offering benefits and equity compensation[51](index=51&type=chunk)[52](index=52&type=chunk) [Corporate Information](index=14&type=section&id=Corporate%20Information) Rezolute, Inc. was incorporated in Delaware in **2010**, reincorporated in Nevada in **2021**, and maintains its executive office in Redwood City, CA. The company files reports with the SEC, which are available on www.sec.gov - Incorporated in Delaware in **2010**, reincorporated in Nevada in **June 2021**[54](index=54&type=chunk) - Maintains an executive office at 275 Shoreline Drive, Suite 500, Redwood City, CA 94065[54](index=54&type=chunk) - Files annual, quarterly, current reports, proxy statements, and other information with the Securities and Exchange Commission (SEC), available at www.sec.gov[54](index=54&type=chunk)[55](index=55&type=chunk) [Item 1A. Risk Factors](index=16&type=section&id=Item%201A.%20Risk%20Factors) This section outlines significant risks that could adversely affect Rezolute's business, financial condition, and results of operations, including potential delays or failures in clinical trials and regulatory approvals, product liability exposure, the need for substantial additional capital, and challenges in intellectual property protection, as well as risks related to its history of losses, potential loss of 'smaller reporting company' status, and global economic conditions - Delays or termination of clinical trials could increase costs, delay revenue generation, and adversely affect commercial prospects[57](index=57&type=chunk)[58](index=58&type=chunk) - Product candidates may produce serious adverse events, leading to trial interruptions, delays, or denial of regulatory approval[61](index=61&type=chunk) - The company has a history of losses (**$74.4 million** in **FY2025**, **$68.5 million** in **FY2024**) and will need substantial additional capital to fund operations and achieve profitability[87](index=87&type=chunk)[174](index=174&type=chunk) - Product liability claims from clinical studies or commercial sales could result in substantial liabilities, reputational damage, and financial losses, potentially exceeding insurance coverage[91](index=91&type=chunk)[92](index=92&type=chunk) - The company's intellectual property portfolio may not adequately protect product candidates, leading to direct competition, and patent litigation can be expensive and time-consuming[113](index=113&type=chunk)[117](index=117&type=chunk) - Federal and state laws impose substantial restrictions on the utilization of net operating loss (NOL) carryforwards due to ownership changes, potentially limiting future profitability[93](index=93&type=chunk)[345](index=345&type=chunk) [Risks Related to Our Product Development and Commercialization](index=16&type=section&id=Risks%20Related%20to%20Our%20Product%20Development%20and%20Commercialization) Significant risks include delays or termination of clinical trials due to regulatory disagreements, enrollment issues, adverse events, or manufacturing problems; failure to meet safety or efficacy requirements will prevent regulatory approval and commercialization, and reliance on third parties for trials and manufacturing introduces additional risks - Clinical testing is expensive, time-consuming, and uncertain; delays can arise from regulatory disagreements, investigator/site activation, IRB/EC approvals, protocol changes, manufacturing issues, patient enrollment/retention, funding, and adverse effects[58](index=58&type=chunk)[59](index=59&type=chunk) - Adverse events in clinical trials could force the company to stop development or prevent regulatory approval[61](index=61&type=chunk) - Failure to obtain regulatory approval for product candidates will prevent marketing and sales, hindering profitability[69](index=69&type=chunk) - Reliance on contract research organizations (CROs) and third-party suppliers for clinical trials and manufacturing means less control over timing, conduct, expense, and potential supply chain delays[78](index=78&type=chunk)[79](index=79&type=chunk)[80](index=80&type=chunk) [Risks Related to Our Business](index=23&type=section&id=Risks%20Related%20to%20Our%20Business) The company has a history of net losses (**$74.4 million** in **FY2025**) and an accumulated deficit of **$403.9 million**, requiring substantial additional capital; other risks include product liability exposure, limitations on net operating loss (NOL) carryforwards, potential future loss of "smaller reporting company" status, and adverse effects from global economic conditions and foreign operations Key Financial Metrics | Fiscal Year Ended June 30 | 2025 (Millions) | 2024 (Millions) | | :------------------------ | :-------------- | :-------------- | | Net Losses | **$(74.4)** | **$(68.5)** | | Accumulated Deficit | **$(403.9)** | **$(329.4)** | | Cash Used in Operating Activities | **$(69.1)** | **$(57.4)** | - As of **June 30, 2025**, cash and cash equivalents were **$94.1 million** and investments in marketable debt securities were **$73.8 million**, expected to provide adequate capital for at least **12 months**[87](index=87&type=chunk)[188](index=188&type=chunk) - Product liability claims could result in substantial liabilities, reputational damage, and financial losses, potentially exceeding insurance coverage[91](index=91&type=chunk)[92](index=92&type=chunk) - U.S. federal NOL carryforwards of **$201.4 million** are subject to significant limitations under IRC Section 382 due to ownership changes, with **$33.4 million** expiring without utilization[93](index=93&type=chunk)[346](index=346&type=chunk) - If market capitalization increases, the company may no longer qualify as a "smaller reporting company," leading to enhanced disclosure requirements and increased compliance costs[97](index=97&type=chunk) - Operations outside the U.S. are subject to different local politics, business factors, and regulatory requirements, including data privacy laws like HIPAA and GDPR[98](index=98&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) [Risks Related to Our Intellectual Property](index=30&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) The company's success depends on its intellectual property, but current patent positions may not cover all necessary rights, and future licenses may not be available on reasonable terms; patents can be challenged, invalidated, or circumvented, and trade secrets are difficult to protect; litigation regarding intellectual property is expensive and could delay product commercialization - Current patent positions and license portfolio may not include all patent rights needed for full development and commercialization, and future necessary rights may not be available on commercially reasonable terms[107](index=107&type=chunk)[108](index=108&type=chunk)[110](index=110&type=chunk) - Patents may be challenged, deemed unenforceable, invalidated, or circumvented, and the coverage claimed in a patent application can be significantly reduced[114](index=114&type=chunk) - Reliance on trade secrets is risky as they are difficult to protect and may be independently discovered or disclosed despite confidentiality agreements[115](index=115&type=chunk) - Litigation regarding patents and other proprietary rights is expensive, time-consuming, and could cause delays in bringing product candidates to market[117](index=117&type=chunk)[118](index=118&type=chunk) [Risks Related to Our Common Stock](index=34&type=section&id=Risks%20Related%20to%20Our%20Common%20Stock) The market price of common stock could decline due to the sale of a substantial number of shares (overhang) or changes in investor relations activities; changes in U.S. tax law, including the recent OBBBA, could also adversely affect the business - Offers or availability for sale of a substantial number of shares of common stock (overhang) could cause the price to decline and make additional financing more difficult[122](index=122&type=chunk)[124](index=124&type=chunk) - Investor relations activities and supply and demand factors may affect the price of common stock[125](index=125&type=chunk) - Changes in U.S. tax law, including the recent enactment of the One Big Beautiful Bill Act (OBBBA), could adversely affect the business[126](index=126&type=chunk)[127](index=127&type=chunk) [Item 1B. Unresolved Staff Comments.](index=36&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) As a smaller reporting company, Rezolute is not required to provide information on unresolved staff comments - The company is a smaller reporting company and is not required to provide information on unresolved staff comments[128](index=128&type=chunk) [Item 1C. Cybersecurity.](index=36&type=section&id=Item%201C.%20Cybersecurity.) Rezolute has established processes for assessing, identifying, and managing cybersecurity risks, including physical, procedural, and technical safeguards, response plans, regular tests, and employee training; external consultants are engaged, and the Audit Committee provides oversight; no material cybersecurity incidents occurred in **FY2025**, and management does not believe there are currently any known risks likely to materially affect the business - Established processes for assessing, identifying, and managing cybersecurity risks, including safeguards, response plans, regular tests, and policy reviews[129](index=129&type=chunk) - Engages external risk management consultants and computer security firms to enhance cybersecurity oversight and provides periodic employee training[130](index=130&type=chunk) - The Audit Committee of the Board of Directors provides direct cybersecurity risk oversight[132](index=132&type=chunk) - No known risks from cybersecurity threats are reasonably likely to materially affect the business, and no cybersecurity incidents occurred in **fiscal year 2025**[133](index=133&type=chunk) [Item 2. Properties.](index=38&type=section&id=Item%202.%20Properties.) Rezolute leases two office facilities: a corporate headquarters in Redwood City, CA (**9,300 sq ft**, lease until **Oct 2027**) and an office in Bend, OR (**5,000 sq ft**, lease until **Feb 2027**); the company believes its current properties are sufficient for its needs - Leases a **9,300 square feet** corporate headquarters facility in Redwood City, CA, with a lease term through **October 2027**[134](index=134&type=chunk) - Leases a **5,000 square feet** office space in Bend, OR, with a lease term through **February 2027**[135](index=135&type=chunk) - Believes current physical properties are sufficient and adequate to meet current and projected requirements[135](index=135&type=chunk) [Item 3. Legal Proceedings.](index=38&type=section&id=Item%203.%20Legal%20Proceedings.) For a discussion of the company's legal proceedings, refer to "Notes to Consolidated Financial Statements - Commitments and Contingencies" in Part II, Item 8 - For a discussion of the Company's legal proceedings, see "Notes to Consolidated Financial Statements - Commitments and Contingencies" in Part II. Item 8[136](index=136&type=chunk) [Item 4. Mine Safety Disclosures.](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to Rezolute, Inc - This item is not applicable[137](index=137&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.](index=38&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) Rezolute's common stock has traded on Nasdaq under the symbol "RZLT" since **November 9, 2020**; as of **September 15, 2025**, there were **246 holders** of record; the company has never paid cash dividends and has no plans to do so in the foreseeable future, intending to reinvest all available funds into business development - Common stock has traded on Nasdaq under the symbol "RZLT" since **November 9, 2020**[140](index=140&type=chunk) - As of **September 15, 2025**, there were **246 holders** of record of the company's common stock[141](index=141&type=chunk) - The company has never paid cash dividends and intends to employ all available funds in the development of its business, with no plans to pay cash dividends in the foreseeable future[143](index=143&type=chunk) - No recent sales of unregistered securities[144](index=144&type=chunk) [Item 6. [Reserved]](index=40&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information - This item is reserved[146](index=146&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=40&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) This section provides an overview of Rezolute's financial condition and results of operations for the fiscal years ended **June 30, 2025** and **2024**; the company remains in a clinical stage with no meaningful revenue, focusing on advancing ersodetug through Phase 3 trials for congenital and tumor HI; it incurred net losses and relies on equity financings for liquidity, with management believing current resources are sufficient for at least **12 months**, but additional long-term financing will be needed - The company's priorities for **H2 2025** and **H1 2026** are to complete the sunRIZE study (topline data **Dec 2025**), continue enrollment in the tumor HI study, and submit a Biologics License Application (BLA) for ersodetug in **mid-2026**, assuming supportive data[148](index=148&type=chunk) - The company has not generated any meaningful revenues since inception and expects to incur operating losses for the foreseeable future, requiring additional capital[155](index=155&type=chunk)[156](index=156&type=chunk) Key Financial Metrics | Metric | FY2025 (Millions) | FY2024 (Millions) | | :----- | :---------------- | :---------------- | | Net loss | **$(74.4)** | **$(68.5)** | Cash Flow Summary | Cash Flow Type | FY2025 (Millions) | FY2024 (Millions) | | :------------- | :---------------- | :---------------- | | Operating activities | **$(69.1)** | **$(57.4)** | - The company raised **$107.0 million** in net proceeds from the issuance of equity securities in **FY2025** and **$62.6 million** in **FY2024**[185](index=185&type=chunk) [Executive Summary](index=40&type=section&id=Executive%20Summary) Rezolute's immediate priorities are to execute on two Phase 3 clinical trials for ersodetug: completing the sunRIZE study for congenital HI (topline data expected **Dec 2025**) and continuing enrollment in the upLIFT study for tumor HI (topline data expected **H2 2026**), with a goal to submit a Biologics License Application (BLA) in **mid-2026** - Priorities for **H2 2025** and **H1 2026** include completing the sunRIZE study for congenital HI (topline data **Dec 2025**), continuing enrollment in the tumor HI study, and submitting a BLA for ersodetug in **mid-2026**[148](index=148&type=chunk) [Clinical Development](index=40&type=section&id=Clinical%20Development) The company is focused on advancing ersodetug for all forms of HI; the pivotal Phase 3 sunRIZE study for congenital HI completed enrollment in **May 2025**, exceeding its target, with topline results expected in **December 2025**; the upLIFT study for tumor HI is enrolling in the U.S. and Europe, with its design modified to a single-arm open-label trial, and topline results expected in **H2 2026** - Completed enrollment in the pivotal Phase 3 sunRIZE clinical study of ersodetug for congenital HI in **May 2025**, exceeding the target with **62 participants**. Topline results are anticipated in **December 2025**[149](index=149&type=chunk) - The upLIFT study in tumor HI is currently enrolling in the U.S. and Europe. The FDA agreed to modifications to the study design, including removing the need for a double-blind randomized placebo-controlled trial, limiting it to a single-arm open-label portion with as few as **16 participants**. Topline results are anticipated in the **second half of 2026**[150](index=150&type=chunk)[151](index=151&type=chunk) [Recent Developments](index=42&type=section&id=Recent%20Developments) Recent developments include the appointment of Sunil Karnawat as Chief Commercial Officer in **August 2025**, with a compensation package including salary, bonus, and equity grants; the company also completed a private placement in **May 2025** (**$4.2 million** net proceeds) and an underwritten public offering in **April 2025** (**$96.8 million** net proceeds) - Sunil Karnawat was appointed Chief Commercial Officer on **August 18, 2025**, with an annual base salary of **$475,000**, a signing bonus of **$65,000**, and eligibility for an annual performance bonus target of **40%** of base salary[152](index=152&type=chunk) - Mr. Karnawat received an inducement grant of stock options to purchase **275,000 shares** and **25,000 shares** of RSUs[152](index=152&type=chunk) - Completed a private placement in **May 2025**, selling **1,295,383 shares** of common stock for net proceeds of **$4.2 million**[153](index=153&type=chunk) - Completed an underwritten public offering in **April 2025**, issuing **20,786,923 common shares** and **6,905,385 pre-funded warrants**, generating **$96.8 million** in net proceeds after deducting offering costs[154](index=154&type=chunk) [Factors Impacting our Results of Operations](index=42&type=section&id=Factors%20Impacting%20our%20Results%20of%20Operations) The company has not generated meaningful revenue since inception and expects continued operating losses due to the time required for clinical trials and regulatory approval; it anticipates needing additional capital from external sources to fund operations and product commercialization - The company has not generated any meaningful revenues since its inception and anticipates it will be some time before substantial revenues are generated, if ever, due to the time required for clinical trials and regulatory approval[155](index=155&type=chunk)[156](index=156&type=chunk) - Expects to generate operating losses for the foreseeable future and will need additional capital from external sources, which may be costly or require unfavorable terms[156](index=156&type=chunk) [Key Components of Consolidated Statements of Operations](index=42&type=section&id=Key%20Components%20of%20Consolidated%20Statements%20of%20Operations) This section defines the key components of the consolidated statements of operations: Research and Development (R&D) expenses, General and Administrative (G&A) expenses, Interest and other income, and Loss from change in fair value of derivative liabilities; R&D includes clinical trial costs, personnel, licensing, and consultants; G&A covers administrative personnel, legal, auditing, and investor relations - Research and development (R&D) expenses primarily consist of clinical trial costs, compensation and benefits for R&D personnel, licensing costs, and consultants and outside services[157](index=157&type=chunk) - General and administrative (G&A) expenses primarily include compensation and benefits for administrative, finance, accounting, and executive functions, as well as travel, legal, auditing, and investor relations costs[160](index=160&type=chunk) - Interest and other income primarily consists of interest income earned on marketable debt securities and temporary cash investments[161](index=161&type=chunk) - Loss from change in fair value of derivative liabilities reflects adjustments to fair value for warrant and embedded derivative liabilities[162](index=162&type=chunk) [Critical Accounting Policies and Significant Judgments and Estimates](index=44&type=section&id=Critical%20Accounting%20Policies%20and%20Significant%20Judgments%20and%20Estimates) The preparation of financial statements requires significant judgments and estimates, particularly for marketable debt securities (fair value, credit losses), derivative liabilities (fair value), share-based compensation (fair value, vesting), and clinical trial accruals (work completion estimates) - Significant accounting estimates include determining allowances for credit losses on marketable debt securities, fair value of derivative liabilities, fair value of share-based compensation, and estimates related to clinical trial accrued liabilities[163](index=163&type=chunk)[164](index=164&type=chunk)[238](index=238&type=chunk) - Investments in marketable debt securities are accounted for as available-for-sale, recorded at fair value, with unrealized gains and losses reported in shareholders' equity. Credit losses are recognized if declines in fair value are credit-related[165](index=165&type=chunk)[244](index=244&type=chunk) - Research and development costs are expensed as incurred, and clinical trial activities performed by third parties are accrued based on estimates of work completed[168](index=168&type=chunk)[169](index=169&type=chunk)[250](index=250&type=chunk) - Share-based compensation is measured at fair value using the Black-Scholes Merton option-pricing model for stock options and the closing market price for RSUs, recognized over the vesting period[170](index=170&type=chunk)[252](index=252&type=chunk) - Warrant and embedded derivative liabilities are adjusted to fair value at each reporting period, with changes recognized as gains and losses in the consolidated statements of operations[172](index=172&type=chunk)[256](index=256&type=chunk) [Results of Operations](index=47&type=section&id=Results%20of%20Operations) Rezolute reported net losses of **$74.4 million** in **FY2025**, an increase from **$68.5 million** in **FY2024**; R&D expenses increased by **10%** to **$61.5 million**, primarily due to ersodetug clinical and manufacturing costs; G&A expenses increased by **25%** to **$18.4 million**, driven by compensation and professional fees; interest income increased, while derivative liability losses decreased significantly as warrants were reclassified to equity Consolidated Results of Operations | Metric | FY2025 (Thousands) | FY2024 (Thousands) | Change (Amount) | Change (%) | | :------------------------------------------ | :----------------- | :----------------- | :-------------- | :--------- | | Operating expenses: | | | | | | Research and development | **$61,527** | **$55,743** | **$5,784** | **10%** | | General and administrative | **$18,367** | **$14,680** | **$3,687** | **25%** | | Total operating expenses | **$79,894** | **$70,423** | **$9,471** | **13%** | | Operating loss | **$(79,894)** | **$(70,423)** | **$(9,471)** | **13%** | | Non-operating income (expense): | | | | | | Interest and other income | **$5,482** | **$4,870** | **$612** | **13%** | | Loss from change in fair value of warrant derivative liability | **$0** | **$(2,850)** | **$2,850** | **100%** | | Loss from change in fair value of embedded derivative liabilities | **$0** | **$(56)** | **$56** | **100%** | | Total non-operating income (expense), net | **$5,482** | **$1,964** | **$3,518** | **179%** | | Net loss | **$(74,412)** | **$(68,459)** | **$(5,953)** | **9%** | - No revenue was generated for the fiscal years ended **June 30, 2025** and **2024**, as the company is in a clinical stage[175](index=175&type=chunk) - R&D expenses increased by **$5.8 million** (**10%**) in **FY2025**, primarily due to an **$11.8 million** increase in ersodetug clinical and manufacturing costs, partially offset by a **$7.0 million** decrease in RZ402 costs[176](index=176&type=chunk) - Ersodetug program costs increased by **$11.8 million**, driven by **$6.7 million** in manufacturing costs, **$3.2 million** for the tumor HI Phase 3 study, and **$1.9 million** for the sunRIZE clinical trial[177](index=177&type=chunk) - G&A expenses increased by **$3.7 million** (**25%**) in **FY2025**, mainly due to a **$1.8 million** increase in G&A compensation and benefits (due to more employees and higher bonuses) and a **$1.8 million** increase in professional fees for pre-commercial planning[180](index=180&type=chunk) - Interest and other income increased by **$0.6 million** (**13%**) in **FY2025** due to a higher average balance of investments in marketable debt securities[181](index=181&type=chunk) [Liquidity and Capital Resources](index=49&type=section&id=Liquidity%20and%20Capital%20Resources) As of **June 30, 2025**, Rezolute had **$167.9 million** in total capital resources (**$94.1 million** cash, **$73.8 million** marketable debt securities) and **$159.2 million** in working capital; the company has incurred cumulative net losses of **$403.9 million** and relies on equity financings, having raised **$107.0 million** in **FY2025**; management believes current resources are sufficient for at least **12 months** but will need additional financing for long-term obligations, including significant milestone payments for license agreements Capital Resources and Working Capital | Metric | June 30, 2025 (Thousands) | June 30, 2024 (Thousands) | | :-------------------------------- | :------------------------ | :------------------------ | | Cash and cash equivalents | **$94,107** | **$70,396** | | Investments in marketable debt securities | **$73,751** | **$56,478** | | Total Capital Resources | **$167,858** | **$126,874** | | Working Capital | **$159,233** | **$119,047** | | Cumulative Net Losses | **$(403,856)** | **$(329,444)** | - Primary source of liquidity has historically been from private placements and public offerings of equity securities, with net proceeds of **$107.0 million** in **FY2025** and **$62.6 million** in **FY2024**[185](index=185&type=chunk) - Management believes current capital resources are adequate to meet contractual obligations and fund planned activities for at least **12 months** from the issuance date of the consolidated financial statements[188](index=188&type=chunk)[273](index=273&type=chunk) - Significant long-term contractual obligations include a **$25.0 million** regulatory milestone payment to XOMA upon ersodetug approval and additional clinical and regulatory milestone payments up to **$25.0 million** to ActiveSite[189](index=189&type=chunk)[270](index=270&type=chunk) - Future commercialization of ersodetug and RZ402 could trigger additional milestone payments and royalties up to **$202.5 million** (**$185.0 million** to XOMA and **$17.5 million** to ActiveSite)[190](index=190&type=chunk) Cash Flow Summary | Cash Flow Type | FY2025 (Thousands) | FY2024 (Thousands) | Change (Thousands) | | :----------------------------- | :----------------- | :----------------- | :----------------- | | Operating activities | **$(69,075)** | **$(57,368)** | **$(11,707)** | | Investing activities | **$(14,541)** | **$48,699** | **$(63,240)** | | Financing activities | **$107,327** | **$63,029** | **$44,298** | [Off-Balance Sheet Arrangements](index=53&type=section&id=Off-Balance%20Sheet%20Arrangements) The company did not have any off-balance sheet arrangements with unconsolidated organizations or financial partnerships during the fiscal years ended **June 30, 2025** and **2024** - The company did not have any relationships with unconsolidated organizations or financial partnerships for off-balance sheet arrangements during the fiscal years ended **June 30, 2025** and **2024**[205](index=205&type=chunk) [Recently Issued Accounting Pronouncements](index=53&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) This section refers to Note 1 of the consolidated financial statements for the impact of recently issued accounting pronouncements - Information regarding the impact of certain recently issued accounting pronouncements on the consolidated financial statements is provided in Note 1[206](index=206&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk.](index=53&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a smaller reporting company, Rezolute is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide the information under this item[207](index=207&type=chunk) [Item 8. Financial Statements and Supplementary Data.](index=54&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This item presents the audited consolidated financial statements for Rezolute, Inc. and its subsidiaries for the fiscal years ended **June 30, 2025** and **2024**, including the Report of Independent Registered Public Accounting Firm, balance sheets, statements of operations and comprehensive loss, statements of shareholders' equity, statements of cash flows, and comprehensive notes to the financial statements; the financial statements are prepared in conformity with GAAP and received an unqualified opinion from Grant Thornton LLP - Includes the Report of Independent Registered Public Accounting Firm, consolidated balance sheets, statements of operations and comprehensive loss, statements of shareholders' equity, and statements of cash flows for the fiscal years ended **June 30, 2025** and **2024**[210](index=210&type=chunk) - The consolidated financial statements present fairly, in all material respects, the financial position and results of operations in conformity with accounting principles generally accepted in the United States of America[213](index=213&type=chunk) - No critical audit matters were identified by the independent registered public accounting firm[217](index=217&type=chunk) [Report of Independent Registered Public Accounting Firm](index=55&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Grant Thornton LLP, the independent registered public accounting firm, issued an unqualified opinion on Rezolute's consolidated financial statements for the fiscal years ended **June 30, 2025** and **2024**, stating they present fairly the financial position and results of operations in conformity with GAAP; no critical audit matters were identified - Grant Thornton LLP provided an unqualified opinion on the consolidated financial statements for the fiscal years ended **June 30, 2025** and **2024**[213](index=213&type=chunk) - The audit was conducted in accordance with PCAOB standards, and no critical audit matters were identified[215](index=215&type=chunk)[217](index=217&type=chunk) [Consolidated Balance Sheets](index=57&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets show total assets increased to **$175.5 million** in **FY2025** from **$132.7 million** in **FY2024**, driven by increases in cash and marketable debt securities; total liabilities increased to **$13.4 million** from **$11.7 million**, while total shareholders' equity increased to **$162.1 million** from **$121.0 million** Consolidated Balance Sheet Summary | Asset/Liability/Equity | June 30, 2025 (Thousands) | June 30, 2024 (Thousands) | | :-------------------------------- | :------------------------ | :------------------------ | | **Assets:** | | | | Cash and cash equivalents | **$94,107** | **$70,396** | | Investments in marketable debt securities | **$73,751** | **$56,478** | | Total current assets | **$171,145** | **$128,653** | | Total assets | **$175,490** | **$132,737** | | **Liabilities:** | | | | Total current liabilities | **$11,912** | **$9,606** | | Total liabilities | **$13,363** | **$11,734** | | **Shareholders' Equity:** | | | | Additional paid-in capital | **$565,903** | **$450,473** | | Accumulated deficit | **$(403,856)** | **$(329,444)** | | Total shareholders' equity | **$162,127** | **$121,003** | - Total assets increased by **$42.7 million**, primarily due to increases in cash and cash equivalents (**$23.7 million**) and marketable debt securities (**$17.3 million**)[221](index=221&type=chunk) - Accumulated deficit increased by **$74.4 million** to **$403.9 million**, reflecting ongoing net losses[221](index=221&type=chunk) [Consolidated Statements of Operations and Comprehensive Loss](index=58&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) The company reported a net loss of **$74.4 million** in **FY2025**, an increase from **$68.5 million** in **FY2024**; operating expenses rose by **13%** to **$79.9 million**, driven by R&D and G&A increases; interest and other income increased, while losses from derivative liabilities were zero in **FY2025** compared to **$2.9 million** in **FY2024**; basic and diluted net loss per common share was **$(0.98)** in **FY2025**, an improvement from **$(1.33)** in **FY2024** due to a higher weighted average share count Consolidated Statements of Operations Summary | Metric | FY2025 (Thousands) | FY2024 (Thousands) | | :------------------------------------------ | :----------------- | :----------------- | | Research and development | **$61,527** | **$55,743** | | General and administrative | **$18,367** | **$14,680** | | Total operating expenses | **$79,894** | **$70,423** | | Operating loss | **$(79,894)** | **$(70,423)** | | Interest and other income, net | **$5,482** | **$4,870** | | Loss from change in fair value of embedded derivative liability | **$0** | **$(56)** | | Loss from change in fair value of warrant derivative liability | **$0** | **$(2,850)** | | Net loss | **$(74,412)** | **$(68,459)** | | Comprehensive loss | **$(74,340)** | **$(68,187)** | | Net loss per common share: Basic and diluted | **$(0.98)** | **$(1.33)** | | Weighted average number of common shares outstanding: Basic and diluted | **75,999,290** | **51,466,150** | - Net loss increased by **$5.9 million** (**9%**) in **FY2025** compared to **FY2024**[174](index=174&type=chunk)[223](index=223&type=chunk) - Basic and diluted net loss per common share improved from **$(1.33)** in **FY2024** to **$(0.98)** in **FY2025**, despite a higher net loss, due to a significant increase in weighted average shares outstanding[223](index=223&type=chunk) [Consolidated Statements of Shareholders' Equity](index=59&type=section&id=Consolidated%20Statements%20of%20Shareholders'%20Equity) Total shareholders' equity increased to **$162.1 million** in **FY2025** from **$121.0 million** in **FY2024**; this increase was primarily driven by **$107.5 million** in proceeds from equity issuances (underwritten offerings and private placements) and **$7.1 million** in share-based compensation, partially offset by a net loss of **$74.4 million** Shareholders' Equity Changes | Metric | June 30, 2024 (Thousands) | Equity Changes in FY2025 (Thousands) | June 30, 2025 (Thousands) | | :-------------------------------- | :------------------------ | :--------------------------- | :------------------------ | | Common Stock | **$53** | **$33** | **$87** | | Additional Paid-in Capital | **$450,473** | **$115,430** | **$565,903** | | Accumulated Other Comprehensive Loss | **$(79)** | **$72** | **$(7)** | | Accumulated Deficit | **$(329,444)** | **$(74,412)** | **$(403,856)** | | Total Shareholders' Equity | **$121,003** | **$41,124** | **$162,127** | - Proceeds from equity securities in the **2025** Underwritten Offering (net of underwriting discounts) contributed **$76.194 million** to additional paid-in capital[227](index=227&type=chunk) - Proceeds from **2025** Pre-Funded Warrants contributed **$21.089 million** to additional paid-in capital[227](index=227&type=chunk) - Gross proceeds from the **2024** and **2025** Private Placements contributed **$6.0 million** and **$4.210 million**, respectively[227](index=227&type=chunk) - Share-based compensation added **$7.121 million** to additional paid-in capital in **FY2025**[227](index=227&type=chunk) - Net loss of **$74.412 million** reduced accumulated deficit[227](index=227&type=chunk) [Consolidated Statements of Cash Flows](index=60&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities increased to **$69.1 million** in **FY2025** from **$57.4 million** in **FY2024**, primarily due to higher net losses; net cash used in investing activities was **$14.5 million** in **FY2025**, a shift from **$48.7 million** provided in **FY2024**, reflecting increased purchases of marketable debt securities; net cash provided by financing activities significantly increased to **$107.3 million** in **FY2025** from **$63.0 million** in **FY2024**, driven by proceeds from equity offerings Cash Flow Summary | Cash Flow Type | FY2025 (Thousands) | FY2024 (Thousands) | | :------------------------------------------ | :----------------- | :----------------- | | Net Cash Used in Operating Activities | **$(69,075)** | **$(57,368)** | | Net Cash Provided by (Used in) Investing Activities | **$(14,541)** | **$48,699** | | Net Cash Provided by Financing Activities | **$107,327** | **$63,029** | | Net increase in cash and cash equivalents | **$23,711** | **$54,360** | | Cash and cash equivalents at end of fiscal year | **$94,107** | **$70,396** | - The increase in cash used in operating activities was mainly due to a higher net loss (**$74.4 million** in **FY2025** vs. **$68.5 million** in **FY2024**)[197](index=197&type=chunk) - Investing activities shifted from providing cash to using cash, primarily due to increased purchases of marketable debt securities (**$128.1 million** in **FY2025** vs. **$66.4 million** in **FY2024**)[202](index=202&type=chunk) - Financing activities were significantly boosted by proceeds from the **2025** Underwritten Offering (**$97.3 million**) and private placements (**$10.2 million**)[203](index=203&type=chunk) [Notes to Consolidated Financial Statements](index=62&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed disclosures on the company's accounting policies, liquidity, investments, leases, license agreements, derivative liabilities, shareholders' equity, share-based compensation, income taxes, commitments, related party transactions, supplemental financial information, net loss per share, financial instruments, and segment disclosures; it also includes information on recently adopted and future accounting pronouncements and subsequent events - The company is a clinical stage biopharmaceutical company operating as a single reportable segment[233](index=233&type=chunk)[237](index=237&type=chunk)[392](index=392&type=chunk) - Management believes current capital resources are adequate for at least **12 months**, but additional financing will be needed for long-term obligations[273](index=273&type=chunk)[191](index=191&type=chunk) - Investments in marketable debt securities totaled **$73.8 million** as of **June 30, 2025**, all maturing within **12 months**[274](index=274&type=chunk) - Lease obligations include a corporate headquarters in Redwood City, CA, and an office in Bend, OR, with total lease payments of **$1.744 million** through **FY2028**[281](index=281&type=chunk)[286](index=286&type=chunk) - License agreements with XOMA and ActiveSite involve significant milestone payments, including **$25.0 million** to XOMA upon ersodetug regulatory approval and up to **$25.0 million** to ActiveSite for clinical/regulatory milestones[288](index=288&type=chunk)[291](index=291&type=chunk) - As of **June 30, 2025**, the company had U.S. federal NOL carryforwards of **$201.4 million**, subject to IRC Section 382 limitations[346](index=346&type=chunk) [NOTE 1 — NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=62&type=section&id=NOTE%201%20%E2%80%94%20NATURE%20OF%20OPERATIONS%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Rezolute, Inc. is a clinical-stage rare disease company focused on hyperinsulinism; its financial statements are consolidated and prepared under GAAP, requiring significant estimates for areas like marketable debt securities, derivative liabilities, share-based compensation, and clinical trial accruals; the company operates as a single reportable segment; recently adopted ASU 2023-07 on segment reporting had no material impact, and ASU 2023-09 on income tax disclosures will be adopted in **FY2026** - Rezolute, Inc. is a late-stage rare disease company focused on significantly improving outcomes for individuals with hypoglycemia caused by hyperinsulinism, with ersodetug as its primary clinical asset[233](index=233&type=chunk) - Consolidated financial statements are prepared in accordance with GAAP, requiring management judgments, estimates, and assumptions for various financial items[235](index=235&type=chunk)[238](index=238&type=chunk) - The company operates as a single reportable operating segment, with its Chief Executive Officer serving as the chief operating decision maker[237](index=237&type=chunk)[392](index=392&type=chunk) - Investments in marketable debt securities are classified as available-for-sale and recorded at fair value, with credit risk assessment for declines in fair value[244](index=244&type=chunk) - Research and development costs are expensed as incurred, and clinical trial activities performed by third parties are accrued based on estimates of work completed[250](index=250&type=chunk)[251](index=251&type=chunk) - Share-based compensation is measured at fair value using the Black-Scholes-Merton model for stock options and the closing market price for RSUs[252](index=252&type=chunk) [NOTE 2 — LIQUIDITY](index=68&type=section&id=NOTE%202%20%E2%80%94%20LIQUIDITY) Rezolute is a clinical-stage company with no revenue, incurring a **$74.4 million** net loss in **FY2025** and an accumulated deficit of **$403.9 million**; as of **June 30, 2025**, it had **$167.9 million** in cash and marketable debt securities, primarily from equity financings (**$107.0 million** in **FY2025**); management believes these resources are sufficient for at least **12 months**, but significant future milestone payments under license agreements will require additional long-term financing - Incurred a net loss of **$74.4 million** and used **$69.1 million** in operating activities in **FY2025**, with an accumulated deficit of **$403.9 million**[268](index=268&type=chunk) - Total capital resources (cash, cash equivalents, and marketable debt securities) were **$167.9 million** as of **June 30, 2025**[268](index=268&type=chunk) - Primary source of liquidity has historically been from private placements and public offerings of equity securities, with **$107.0 million** net proceeds in **FY2025**[269](index=269&type=chunk) - Management believes the company's cash and cash equivalents and investments in marketable debt securities will be adequate to meet contractual obligations and carry out planned activities for at least **12 months**[273](index=273&type=chunk) - A **$25.0 million** milestone payment to XOMA is due upon regulatory approval of ersodetug, not expected to be recognized as a liability within the next **12 months**[270](index=270&type=chunk) [NOTE 3 — INVESTMENTS IN MARKETABLE DEBT SECURITIES](index=70&type=section&id=NOTE%203%20%E2%80%94%20INVESTMENTS%20IN%20MARKETABLE%20DEBT%20SECURITIES) As of **June 30, 2025**, total investments in marketable debt securities were **$73.8 million**, all classified as short-term and maturing within **12 months**; the company invests in liquid, high-quality debt securities with maturities generally **two years or less**; no sales prior to maturity or credit loss allowances were recognized in **FY2025** or **FY2024** Marketable Debt Securities Summary | Investment Type | June 30, 2025 (Thousands) | June 30, 2024 (Thousands) | | :------------------------------ | :------------------------ | :------------------------ | | Short-term investments | **$73,751** | **$56,478** | | Long-term investments | **$0** | **$263** | | Total investments | **$73,751** | **$56,741** | - All marketable debt securities (**$73.8 million**) as of **June 30, 2025**, are scheduled to mature during the **12-month period** ending **June 30, 2026**[274](index=274&type=chunk) - No marketable debt securities were sold prior to maturity, and no allowance for credit losses or other-than-temporary impairment was recognized for the fiscal years ended **June 30, 2025** and **2024**[275](index=275&type=chunk)[276](index=276&type=chunk) Marketable Debt Securities Details | Investment Type | Amortized Cost (Thousands) | Gross Unrealized Gains (Thousands) | Gross Unrealized Losses (Thousands) | Fair Value (Thousands) | | :------------------------------ | :------------------------- | :------------------------- | :-------------------------- | :--------------------- | | Corporate commercial paper | **$16,595** | **$1** | **$(8)** | **$16,588** | | Obligations of U.S. government agencies | **$5,447** | **$0** | **$(2)** | **$5,445** | | U.S. Treasury obligations | **$1,485** | **$0** | **$(1)** | **$1,484** | | Corporate notes and bonds | **$50,231** | **$18** | **$(15)** | **$50,234** | | Total | **$73,758** | **$19** | **$(26)** | **$73,751** | [NOTE 4 — LEASES](index=71&type=section&id=NOTE%204%20%E2%80%94%20LEASES) Rezolute has operating leases for its Redwood City, CA headquarters (**9,300 sq ft**, **$48,000/month** average base rent, expires **Nov 2027**) and Bend, OR office (**5,000 sq ft**, **$9,000/month** average base rent, expires **Feb 2027**); total operating lease liabilities were **$1.6 million** as of **June 30, 2025**, with a weighted-average remaining lease term of **2.3 years**; lease expense was **$0.7 million** in **FY2025** - The lease for the Bend, Oregon office was extended to **February 2027**, with an average base rent of approximately **$9,000 per month**[280](index=280&type=chunk) - The corporate headquarters in Redwood City, California, has a lease through **November 2027**, with an average base rent of approximately **$48,000 per month**[281](index=281&type=chunk) Lease Liabilities and Right-of-Use Assets | Metric | June 30, 2025 (Thousands) | June 30, 2024 (Thousands) | | :-------------------------------- | :------------------------ | :------------------------ | | Right-of-use assets | **$1,348** | **$1,880** | | Current operating lease liabilities | **$632** | **$568** | | Long-term operating lease liabilities | **$983** | **$1,660** | | Total operating lease liabilities | **$1,615** | **$2,228** | Lease Expense | Expense Type | FY2025 (Thousands) | FY2024 (Thousands) | | :------------------------ | :----------------- | :----------------- | | Research and development | **$489** | **$484** | | General and administrative | **$178** | **$196** | | Total | **$667** | **$680** | - As of **June 30, 2025**, the weighted-average remaining lease term was **2.3 years**, and the weighted-average discount rate used was **7.1%**[285](index=285&type=chunk) Future Lease Payments | Fiscal Year Ending June 30 | Amount (Thousands) | | :------------------------- | :----------------- | | 2026 | **$770** | | 2027 | **$750** | | 2028 | **$224** | | Total lease payments | **$1,744** | | Less imputed interest | **$(129)** | | Present value of operating lease liabilities | **$1,615** | [NOTE 5 — LICENSE AGREEMENTS](index=72&type=section&id=NOTE%205%20%E2%80%94%20LICENSE%20AGREEMENTS) Rezolute has license agreements with XOMA and ActiveSite; under the XOMA License Agreement for ersodetug, milestone payments totaling **$12.0 million** have been made, with a **$25.0 million** payment due upon first regulatory approval; additional sales-based milestones up to **$185.0 million** and royalties are also due; under the ActiveSite License Agreement for the PKI Portfolio (including RZ402), **$4.0 million** in milestone payments have been made, with **$5.0 million** due upon first dosing in a Phase 3 trial, and up to **$17.5 million** for commercial success/alternative indications, plus **2.0%** royalties on sales - The XOMA License Agreement grants an exclusive global license to develop and commercialize ersodetug. Milestone payments made to date include **$2.0 million** (Phase 2 last patient), **$5.0 million** (Phase 3 first patient), and **$5.0 million** (Phase 3 last patient dosed)[288](index=288&type=chunk) - A **$25.0 million** milestone payment to XOMA will be due upon the first regulatory approval of ersodetug by any regulatory authority[288](index=288&type=chunk) - Upon future commercialization of ersodetug, royalties based on net sales and additional milestone payments up to **$185.0 million** related to annual net sales targets will be required[288](index=288&type=chunk) - The ActiveSite License Agreement for the PKI Portfolio (RZ402) requires various milestone payments up to **$46.5 million**. **$1.0 million** was paid (IND clearance) and **$3.0 million** was paid (Phase 2 first patient)[291](index=291&type=chunk) - The next milestone payment to ActiveSite is **$5.0 million** upon the first dosing of a patient in a Phase 3 clinical trial[291](index=291&type=chunk) - The company is also required to pay royalties equal to **2.0%** of any sales of products that use the PKI Portfolio and additional milestone payments up to **$17.5 million** for commercial success or alternative indication approvals[291](index=291&type=chunk) [NOTE 6 — EMBEDDED DERIVATIVE LIABILITY](index=73&type=section&id=NOTE%206%20%E2%80%94%20EMBEDDED%20DERIVATIVE%20LIABILITY) The company accounts for an exit fee agreement from a terminated **$30.0 million** loan as an embedded derivative liability; this fee of **4.00%** (**$0.6 million**) is triggered by certain "Exit Events" before **April 13, 2031**; the estimated fair value of this liability was **$0.5 million** as of **June 30, 2025** and **2024** - An exit fee agreement from a terminated **$30.0 million** Loan and Security Agreement is accounted for as an embedded derivative liability[293](index=293&type=chunk) - The exit fee is **4.00%** of the funded principal balance (**$0.6 million**) and is triggered by certain "Exit Events" occurring prior to **April 13, 2031**[293](index=293&type=chunk) - The estimated fair value of the embedded derivative liability was **$0.5 million** as of **June 30, 2025** and **2024**[293](index=293&type=chunk) [NOTE 7 — SHAREHOLDERS' EQUITY](index=73&type=section&id=NOTE%207%20%E2%80%94%20SHAREHOLDERS'%20EQUITY) Shareholders approved an increase in authorized common shares to **165.0 million** in **December 2024**; the company issued fully vested pre-funded warrants (PFWs) for **28.2 million shares** between **Oct 2021** and **Apr 2025**, all classified as equity; recent equity financings include the **2025** Private Placement (**$4.2 million** net proceeds) and the **2025** Underwritten Offering (**$96.8 million** net proceeds); an Exchange Agreement in **March 2024** involved purchasing **3.0 million common shares** and issuing Exchange PFWs, which were reclassified from derivative liability to equity in **May 2024** - On **December 5, 2024**, shareholders approved an increase in the authorized number of common shares from **100.0 million** to **165.0 million shares**[294](index=294&type=chunk) - Between **October 2021** and **April 2025**, the company issued fully vested pre-funded warrants (PFWs) exercisable to purchase an aggregate of **28.2 million shares** of common stock, all classified in shareholders' equity[295](index=295&type=chunk) Pre-Funded Warrants Activity | PFW Type | Outstanding, June 30, 2024 (Shares) | Issuance in FY2025 (Shares) | Cashless Exercise in FY2025 (Shares) | Outstanding, June 30, 2025 (Shares) | | :---------------- | :---------------------------------- | :-------------------------- | :----------------------------------- | :---------------------------------- | | 2021 PFWs | **123,000** | — | — | **123,000** | | 2022 PFWs | **8,147,371** | — | **(2,526,318)** | **5,621,053** | | Exchange PFWs | **3,000,000** | — | **(3,000,000)** | — | | 2024 PFWs | **3,750,000** | — | — | **3,750,000** | | 2025 PFWs | — | **6,905,385** | — | **6,905,385** | | Total | **15,020,3

For the fiscal year ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] 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 Commission file number 001-31392 PLURI INC. (Exact name of registrant as specified in its charter) Nevada 98-0351734 (State or other jurisdiction of incorporat ...

Exhibit 99.1 Investor Contact: Adam Hanan (615) 443-9887 Media Contact: Heidi Pearce (615) 235-4135 CRACKER BARREL REPORTS FOURTH QUARTER AND FULL YEAR FISCAL 2025 RESULTS AND PROVIDES OUTLOOK LEBANON, Tenn. – September 17, 2025 – Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company") (Nasdaq: CBRL) today reported its financial results for the fourth quarter of fiscal 2025 ended August 1, 2025. Cracker Barrel President and Chief Executive Officer Julie Masino said, "We thank our guests f ...

[Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section outlines the nature of forward-looking statements, their scope, and the inherent risks and uncertainties that may cause actual results to differ materially - All statements, except for historical facts, are forward-looking, identified by words like "**plan**," "**expect**," "**project**," "**estimate**," etc[7](index=7&type=chunk) - Forward-looking statements cover plans, strategies, capital allocation, anticipated development activity, capital spending, funding sources, growth in shareholder value, acquisitions, production and commodity mix estimates, commodity prices, drilling risks, reserve estimates, access to credit, ESG performance, interest expense, debt management, risk management programs, regulatory impacts, environmental requirements, GHG emissions, operational flexibility, dividends, tax provisions, cost structures, competitiveness, inventories, global demand, geopolitical environment, weather events, staffing levels, and commitments[7](index=7&type=chunk) - Readers are cautioned against undue reliance on forward-looking statements due to numerous assumptions, known and unknown risks, and uncertainties (many beyond control) that may cause actual events or results to differ materially and/or adversely[8](index=8&type=chunk)[9](index=9&type=chunk)[10](index=10&type=chunk) [Glossary of Selected Petroleum Industry Terms](index=6&type=section&id=Glossary%20of%20Selected%20Petroleum%20Industry%20Terms) This glossary provides definitions for key petroleum industry terms, including production units, recovery methods, and financial metrics - The glossary defines key petroleum industry terms such as **Bbl** (barrel), **BCF** (billion cubic feet), **BOE** (barrels of oil equivalent), **EOR** (Enhanced Oil Recovery), **LOE** (Lease Operating Expense), **NGL** (Natural Gas Liquids), **Proved Reserves**, **PUD** (Proved Undeveloped Reserves), **PV-10**, and **Working Interest**[13](index=13&type=chunk)[15](index=15&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) PART I [Item 1. Business](index=13&type=section&id=Item%201.%20Business) Evolution Petroleum Corporation is an independent energy company focused on maximizing shareholder returns through U.S. onshore oil and natural gas property investments [General Business Strategy and Recent Developments](index=13&type=section&id=General%20Business%20Strategy%20and%20Recent%20Developments) The company aims to maximize shareholder returns through a strong balance sheet, asset growth via acquisitions, and returning cash to shareholders - Evolution Petroleum Corporation is an independent energy company focused on maximizing total returns to shareholders through ownership and investment in onshore oil and natural gas properties in the United States[23](index=23&type=chunk) - The company's business strategy is to maximize total shareholder return by maintaining a strong balance sheet, growing the asset base through investment and accretive acquisitions, and returning cash to shareholders via dividends or share repurchases[32](index=32&type=chunk)[38](index=38&type=chunk) - Recent developments include a quarterly dividend declaration of **$0.12 per common share** (payable September 30, 2025), a **$17.0 million** acquisition of SCOOP/STACK mineral and royalty interests, an amended Senior Secured Credit Facility with an initial borrowing base of **$65.0 million**, a **$9.0 million** TexMex non-operated asset acquisition, and the sale of approximately **0.7 million common shares** for **$3.5 million** under an At-the-Market (ATM) equity sales program[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk)[28](index=28&type=chunk)[31](index=31&type=chunk) [Properties](index=15&type=section&id=Properties) The company holds diverse non-operated interests in U.S. oil and natural gas properties across multiple basins - The company holds non-operated interests in various U.S. oil and natural gas properties, including TexMex (Texas/New Mexico), SCOOP/STACK (Central Oklahoma), Chaveroo Field (New Mexico), Jonah Field (Wyoming), Williston Basin (North Dakota), Barnett Shale (North Texas), Hamilton Dome Field (Wyoming), and Delhi Field (Louisiana)[33](index=33&type=chunk)[35](index=35&type=chunk)[37](index=37&type=chunk)[40](index=40&type=chunk)[42](index=42&type=chunk)[44](index=44&type=chunk)[46](index=46&type=chunk)[48](index=48&type=chunk) Average Net Daily Production (FY2025) | Property | Average Net Daily Production (MBOEPD) | Product Mix (Oil/Natural Gas/NGLs) | | :--------------- | :------------------------------------ | :--------------------------------- | | TexMex | 0.4 | 59% oil, 41% natural gas | | SCOOP/STACK | 1.2 | 34% oil, 50% natural gas, 16% NGLs | | Chaveroo Field | 0.2 | 100% oil | | Jonah Field | 1.6 | 5% oil, 89% natural gas, 6% NGLs | | Williston Basin | 0.5 | 76% oil, 10% natural gas, 14% NGLs | | Barnett Shale | 2.4 | 1% oil, 74% natural gas, 25% NGLs | | Hamilton Dome Field | 0.4 | 100% oil | | Delhi Field | 0.8 | 77% oil, 23% NGLs | [Estimated Oil and Natural Gas Reserves and Estimated Future Net Revenues](index=18&type=section&id=Estimated%20Oil%20and%20Natural%20Gas%20Reserves%20and%20Estimated%20Future%20Net%20Revenues) This section details the company's estimated proved oil and natural gas reserves and associated future net revenues Estimated Proved Reserves as of June 30, 2025 | Reserve Category | Oil (MBbls) | Natural Gas (MMcf) | NGLs (MBbls) | Total Proved (MBOE) | Percent of Total Proved | | :--------------- | :---------- | :----------------- | :----------- | :------------------ | :---------------------- | | Developed Producing | 8,349 | 57,149 | 4,311 | 22,185 | 81.8 % | | Developed Non-Producing | 378 | 757 | 5 | 509 | 1.9 % | | Undeveloped | 3,401 | 3,599 | 412 | 4,413 | 16.3 % | | **Total Proved** | **12,128** | **61,505** | **4,728** | **27,107** | **100.0 %** | | Product Mix | 44.8% | 37.8% | 17.4% | 100.0% | | - Total proved reserves as of June 30, 2025, were **27.1 MMBOE**, a **14.8% decrease** from **31.8 MMBOE** in the prior year, primarily due to net negative revisions of **6.0 MMBOE** and production roll-off of **2.6 MMBOE**, partially offset by **3.0 MMBOE** from the TexMex Acquisition and **0.9 MMBOE** from extensions[225](index=225&type=chunk) - Proved Undeveloped (PUD) reserves were **4.4 MMBOE** as of June 30, 2025, with related future development costs of approximately **$75.1 million**, mainly associated with Chaveroo Field, Williston Basin, and SCOOP/STACK properties[65](index=65&type=chunk) [Drilling and Present Activities](index=22&type=section&id=Drilling%20and%20Present%20Activities) The company, as a non-operator, relies on third-party operators for drilling programs and outlines planned well activities - The company does not operate its oil and natural gas properties and relies on third-party operators for drilling programs[66](index=66&type=chunk) - For fiscal year 2026, no new wells are planned in the Jonah Field, Barnett Shale, Delhi Field, and Hamilton Dome Field[66](index=66&type=chunk) - Workover rigs are periodically active in Williston Basin, Hamilton Dome Field, Delhi Field, and TexMex[66](index=66&type=chunk) - Five gross wells are expected to be brought online in SCOOP/STACK during fiscal year 2026[67](index=67&type=chunk) - At Chaveroo Field, drilling permits for the next round of six wells are expected by Q3 FY2026, with timing dependent on oil prices and well costs[67](index=67&type=chunk) [Production Volumes, Average Sales Price and Average Production Costs](index=23&type=section&id=Production%20Volumes,%20Average%20Sales%20Price%20and%20Average%20Production%20Costs) This section presents production volumes, average sales prices, and production costs for crude oil, natural gas, and NGLs Production Volumes and Average Sales Price (Years Ended June 30) | Production: | 2025 Volume | 2025 Price | 2024 Volume | 2024 Price | 2023 Volume | 2023 Price | | :---------------------- | :---------- | :--------- | :---------- | :--------- | :---------- | :--------- | | Crude oil (MBBL) | 766 | $66.71 | 709 | $75.38 | 659 | $77.46 | | Natural gas (MMCF) | 8,409 | $2.80 | 8,243 | $2.61 | 9,109 | $7.00 | | Natural gas liquids (MBBL) | 414 | $27.11 | 402 | $27.13 | 416 | $32.86 | | Equivalent (MBOE) | 2,582 | $33.25 | 2,485 | $34.56 | 2,593 | $49.56 | | Average daily production (BOEPD) | 7,074 | | 6,790 | | 7,104 | | Production Costs (Years Ended June 30, in thousands, except per BOE) | Production costs | 2025 Amount | 2025 per BOE | 2024 Amount | 2024 per BOE | 2023 Amount | 2023 per BOE | | :------------------------------------ | :---------- | :----------- | :---------- | :----------- | :---------- | :----------- | | Total lease operating costs | $49,338 | $19.11 | $48,273 | $19.43 | $59,545 | $22.96 | | Ad valorem and production taxes | $5,709 | $2.21 | $5,285 | $2.13 | | | | Gathering, transportation, and other costs | $11,357 | $4.40 | $9,656 | $3.89 | | | | Other lease operating costs | $32,272 | $12.50 | $33,332 | $13.41 | | | - Total equivalent production increased by **3.9% (97 MBOE)** year-over-year, while the average realized commodity price decreased by **3.8% ($1.31 per BOE)**[258](index=258&type=chunk) - Crude oil prices decreased **11.5%**, NGL prices decreased **0.1%**, and natural gas prices increased **7.3%**[258](index=258&type=chunk) - Other lease operating costs decreased by **$1.1 million (3.2%)** compared to the prior fiscal year, primarily due to a **$1.9 million credit** from a Barnett Shale operator and reduced CO2 purchases at Delhi Field[261](index=261&type=chunk) [Productive Wells and Acreage](index=24&type=section&id=Productive%20Wells%20and%20Acreage) This section details the company's productive oil and natural gas wells and its developed and undeveloped lease acreage Productive Oil and Natural Gas Wells (June 30, 2025) | | Gross | Net | | :---------- | :---- | :---- | | Oil | 867 | 217.8 | | Natural gas | 1,372 | 255.7 | | **Total** | **2,239** | **473.5** | Developed and Undeveloped Lease Acreage (June 30, 2025) | Field | Developed Acreage (Gross) | Developed Acreage (Net) | Undeveloped Acreage (Gross) | Undeveloped Acreage (Net) | Total (Gross) | Total (Net) | | :-------------------------------- | :------------------------ | :---------------------- | :-------------------------- | :------------------------ | :------------ | :---------- | | TexMex, Louisiana, Texas, and New Mexico | 27,789 | 11,220 | — | — | 27,789 | 11,220 | | SCOOP/STACK, Oklahoma | 101,120 | 4,010 | 2,560 | 143 | 103,680 | 4,153 | | Chaveroo Field, New Mexico | 1,120 | 560 | 3,408 | 1,704 | 4,528 | 2,264 | | Jonah Field, Wyoming | 5,280 | 956 | — | — | 5,280 | 956 | | Williston Basin, North Dakota | 124,800 | 37,258 | 13,440 | 3,996 | 138,240 | 41,254 | | Barnett Shale, Texas | 123,777 | 20,918 | — | — | 123,777 | 20,918 | | Hamilton Dome Field, Wyoming | 5,908 | 1,389 | — | — | 5,908 | 1,389 | | Delhi Field, Louisiana | 9,126 | 2,180 | 4,510 | 1,077 | 13,636 | 3,257 | | **Total** | **398,920** | **78,491** | **23,918** | **6,920** | **422,838** | **85,411** | - Most acreage, including any undeveloped, nonproductive, or undrilled acreage, is held by existing production as long as continuous production is maintained in the unit, except for some undeveloped acreage in SCOOP/STACK and Williston Basin[77](index=77&type=chunk) [Markets and Customers](index=25&type=section&id=Markets%20and%20Customers) The company markets its production to third parties, with significant revenue concentration from a few operators, and faces volatile commodity prices - The company's production is marketed to third parties, primarily through field operators, except for Jonah Field where natural gas and NGL working interest production is taken in-kind and marketed separately[80](index=80&type=chunk) - In FY2025, three individual operators (Denbury, Diversified, and Foundation) collectively accounted for approximately **51% of total revenues**, down from **69%** by four operators in FY2024[81](index=81&type=chunk) - Prices for crude oil, natural gas, and NGLs are influenced by global market factors beyond the company's control, including government regulations, geopolitical instability, demand, OPEC actions, and weather[83](index=83&type=chunk) [Competition](index=27&type=section&id=Competition) The oil and natural gas industry is highly competitive, requiring strong financial resources and technical expertise - The oil and natural gas industry is highly competitive, with the company facing major integrated and numerous independent oil and natural gas companies[84](index=84&type=chunk) - Key competitive factors include financial resources, technical expertise, operational efficiency, technological advantages, ability to identify and acquire economically producible reserves, and access to capital[84](index=84&type=chunk) [Risk Management](index=27&type=section&id=Risk%20Management) The company uses derivative instruments to hedge commodity price fluctuations and reduce cash flow variability, not for speculative trading - The company uses derivative instruments (costless collars, stand-alone put options, fixed-price swaps, and basis swaps) to hedge exposure to commodity price fluctuations and reduce cash flow variability, as required by its Senior Secured Credit Facility, not for speculative trading[85](index=85&type=chunk)[86](index=86&type=chunk) - Derivative contracts are entered into only with creditworthy financial institutions[87](index=87&type=chunk) [Government Regulation](index=27&type=section&id=Government%20Regulation) Oil and natural gas operations are subject to extensive federal, state, and local regulations, with non-compliance risking substantial penalties - Oil and natural gas operations are subject to extensive federal, state, and local regulations covering production (permits, bonds, reports, conservation, well locations, drilling methods, water use, abandonment) and transportation (FERC regulation of interstate rates)[89](index=89&type=chunk)[93](index=93&type=chunk) - Environmental regulations include CERCLA (hazardous substances), RCRA (waste disposal), ESA (endangered species), CAA (air emissions, including methane), CWA (water discharge), and Safe Drinking Water Act (injection wells, hydraulic fracturing)[94](index=94&type=chunk)[95](index=95&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk)[100](index=100&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) - Non-compliance with regulations can result in substantial penalties, fines, administrative orders, injunctions, and permit denials, which could materially adversely affect financial condition and results of operations[90](index=90&type=chunk)[91](index=91&type=chunk)[94](index=94&type=chunk) [Climate Change](index=33&type=section&id=Climate%20Change) Climate change presents transition and physical risks, including regulatory changes, litigation, and shifts in market demand for fossil fuels - Climate change poses transition risks (political, regulatory, legal, technological, financial changes) and physical risks (extreme weather events) that could materially adversely affect the business[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk)[112](index=112&type=chunk) - Government actions include EPA rules on methane emissions and state-level initiatives (e.g., New Mexico's **98% natural gas capture requirement**)[107](index=107&type=chunk)[109](index=109&type=chunk)[111](index=111&type=chunk) - While the Inflation Reduction Act created disincentives for fossil fuels, Congress invalidated and postponed the methane reduction charge to 2034[107](index=107&type=chunk)[109](index=109&type=chunk)[111](index=111&type=chunk) - Litigation risks against oil and natural gas companies for climate change contributions are increasing, and market demand for products may shift due to energy transition efforts and incentives for alternative energy sources[108](index=108&type=chunk)[109](index=109&type=chunk) [Insurance](index=35&type=section&id=Insurance) The company maintains customary insurance for its properties and operations but retains certain risks and does not cover business interruption - The company maintains customary insurance for its oil and natural gas properties and operations, including general liability, excess liability, control of well, and cybersecurity insurance[114](index=114&type=chunk) - Not all losses are insured, and the company retains certain risks through deductibles, limits, and self-retentions[114](index=114&type=chunk) - Business interruption or lost profits coverage is not carried[114](index=114&type=chunk) [Human Capital, Sustainability, and ESG](index=35&type=section&id=Human%20Capital,%20Sustainability,%20and%20ESG) The company has eleven full-time employees and is committed to sustainability and ESG, partnering with operators who share its values - As of June 30, 2025, the company had **eleven full-time employees**, with a focus on non-operating properties and outsourcing non-core functions[115](index=115&type=chunk) - Employee benefits include medical, dental, vision, 401(k), and performance-based incentives[115](index=115&type=chunk) - The company is committed to sustainability and ESG, having established an ESG Task Force in FY2021-2022, published its first Corporate Sustainability Report, and formed a dedicated Board Sustainability Committee in FY2023[117](index=117&type=chunk)[118](index=118&type=chunk) - As a non-operator, the company partners with third-party operators who share its core values and commitment to environmental stewardship, acknowledging its limited direct control over property-level environmental initiatives[121](index=121&type=chunk) [Additional Information](index=37&type=section&id=Additional%20Information) The company files various reports with the SEC, which are accessible on its and the SEC's websites - The company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports with the SEC, which are available on its website (www.evolutionpetroleum.com) and the SEC's website (www.sec.gov)[123](index=123&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) This section details significant risks including commodity price volatility, limited operational control, regulatory changes, cybersecurity, and ESG sentiment - The company's non-operated ownership model means it has limited control over operations, capital expenditures, and compliance with environmental, safety, and other standards, and is dependent on other working interest owners for funding[125](index=125&type=chunk)[133](index=133&type=chunk) - A substantial or extended decline in oil, natural gas, and NGL prices significantly influences revenue, profitability, access to capital, capital spending, and future growth, as approximately **45%** of proved reserves are oil, **38%** natural gas, and **17%** NGLs[127](index=127&type=chunk)[129](index=129&type=chunk) - The company faces risks from extensive federal, state, and local government regulations, including those related to oil and natural gas operations, environmental matters, and climate change, which can impose significant expenditures, operational delays, restrictions, and liabilities[157](index=157&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk) - Cybersecurity threats pose risks of information theft, data corruption, operational disruption, damage to reputation, and financial loss due to the industry's increasing dependence on digital technologies[166](index=166&type=chunk)[168](index=168&type=chunk) - Investor sentiment towards climate change, fossil fuels, sustainability, and other ESG matters could adversely affect the company's business, stock price, and ability to access capital markets or obtain new investment/financing[193](index=193&type=chunk)[195](index=195&type=chunk) [Item 1B. Unresolved Staff Comments](index=59&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reported no unresolved staff comments - There are no unresolved staff comments[196](index=196&type=chunk) [Item 1C. Cybersecurity](index=59&type=section&id=Item%201C.%20Cybersecurity) The company's cybersecurity program, overseen by the Board, manages threats and incidents, with no material incidents reported - The company's cybersecurity risk management program is part of its overall enterprise risk management, designed to handle cybersecurity threats and incidents, including those associated with third-party service providers[197](index=197&type=chunk) - The program includes ongoing security awareness training for employees, regular cybersecurity risk and vulnerability assessments, and mechanisms to detect and monitor unusual network activity[197](index=197&type=chunk) - The Board of Directors is ultimately responsible for overseeing cybersecurity risk management, with the Principal Financial Officer directing cybersecurity programs[200](index=200&type=chunk) - No material cybersecurity incidents or threats have impacted the business[200](index=200&type=chunk) [Item 2. Properties](index=61&type=section&id=Item%202.%20Properties) Property information is incorporated by reference from Item 1. Business and Note 4 of the financial statements - Information regarding the company's properties is included in Item 1. Business and Note 4, "Property and Equipment" to the consolidated financial statements[202](index=202&type=chunk) [Item 3. Legal Proceedings](index=61&type=section&id=Item%203.%20Legal%20Proceedings) Legal proceedings information is incorporated by reference from Note 10 of the consolidated financial statements - Information regarding legal proceedings is incorporated by reference from Note 10, "Commitments and Contingencies" to the consolidated financial statements[203](index=203&type=chunk) [Item 4. Mine Safety Disclosures](index=61&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[204](index=204&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=62&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on NYSE American, with **34.3 million** shares outstanding, and has paid **47 consecutive quarterly dividends** - The company's common stock trades on the NYSE American under the ticker symbol "**EPM**"[206](index=206&type=chunk) - As of June 30, 2025, there were **34,337,188 shares** of common stock issued and outstanding, with approximately **220 registered shareholders** as of September 1, 2025[207](index=207&type=chunk) Quarterly Cash Dividends Per Share | Fiscal Year | Q1 | Q2 | Q3 | Q4 | | :---------- | :- | :- | :- | :- | | 2025 | $0.12 | $0.12 | $0.12 | $0.12 | | 2024 | $0.12 | $0.12 | $0.12 | $0.12 | - The company has paid **47 consecutive quarterly dividends** on its common stock[208](index=208&type=chunk) - Future dividend payments are at the discretion of the Board of Directors[208](index=208&type=chunk) - As of June 30, 2025, **2,462,908 shares** remained available for future issuance under equity compensation plans[209](index=209&type=chunk) Issuer Purchases of Equity Securities (Three Months Ended June 30, 2025) | Period | Total shares purchased and received (1) | Average price paid per share (1) | | :--------- | :------------------------------------ | :------------------------------- | | April 2025 | 1,729 | $4.33 | | June 2025 | 36,652 | $4.70 | (1) All shares received were surrendered by employees for tax withholding upon the vesting of restricted stock awards [Item 6. Reserved](index=64&type=section&id=Item%206.%20Reserved) This item is reserved and contains no information - This item is reserved[212](index=212&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=65&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition and operational results, highlighting net income, revenue, production, and cash flow changes [Executive Overview](index=65&type=section&id=Executive%20Overview) This overview summarizes the company's strategy, recent developments, and the impact of commodity price volatility on reserves and financials - Evolution Petroleum Corporation is an independent energy company focused on maximizing total shareholder return from a diversified portfolio of long-life oil and natural gas properties built through acquisitions, selective development, production enhancements, and exploitation efforts[214](index=214&type=chunk) - Recent developments include a **$0.12 per share** quarterly dividend, a **$17.0 million** SCOOP/STACK Minerals Acquisition, an amended Senior Secured Credit Facility with a **$65.0 million** initial borrowing base, a **$9.0 million** TexMex Acquisition, and **$3.5 million** in net proceeds from an ATM Equity Sales Program[218](index=218&type=chunk)[219](index=219&type=chunk)[220](index=220&type=chunk)[221](index=221&type=chunk)[224](index=224&type=chunk) Proved Reserves Summary (June 30, 2025 vs. 2024) | Metric | 2025 | 2024 | Change | | :-------------------- | :----- | :----- | :------- | | Proved Reserves MMBOE | 27.1 | 31.8 | (14.8)% | | % Developed | 83.7 % | 75.6 % | 8.1 % | | Liquids % | 62.2 % | 59.1 % | 3.1 % | | Standardized Measure ($MM) | $155.2 | $166.6 | (6.8)% | - The net decrease in total proved reserves was primarily due to net negative revisions of **6.0 MMBOE** and production roll-off of **2.6 MMBOE**, partially offset by **3.0 MMBOE** from the TexMex Acquisition and **0.9 MMBOE** from extensions[225](index=225&type=chunk) - Oil, natural gas, and NGL prices are expected to remain volatile due to global market factors, which can decrease revenues, affect capital expenditures, and reduce the borrowing base under the Senior Secured Credit Facility[228](index=228&type=chunk)[229](index=229&type=chunk)[230](index=230&type=chunk) [Liquidity and Capital Resources](index=71&type=section&id=Liquidity%20and%20Capital%20Resources) This section details the company's cash, credit facility, working capital, and capital expenditures, including recent acquisitions Liquidity and Capital Resources (June 30, 2025 vs. 2024, in thousands) | Metric | June 30, 2025 | June 30, 2024 | | :-------------------------------- | :------------ | :------------ | | Cash and cash equivalents | $2,507 | $6,446 | | Outstanding borrowings (Senior Secured Credit Facility) | $37,500 | $39,500 | | Working capital | $(4,000) | $5,900 | - The Senior Secured Credit Facility was amended on June 30, 2025, with a maximum capacity of **$200.0 million** and a current borrowing base of **$65.0 million**, providing **$27.5 million** in available borrowing capacity as of June 30, 2025[235](index=235&type=chunk) - The company was in compliance with all covenants under the Senior Secured Credit Facility as of June 30, 2025, and the hedge covenant was amended on August 29, 2025, to combine crude oil and natural gas volumes on a BOE basis[236](index=236&type=chunk)[238](index=238&type=chunk)[362](index=362&type=chunk) - Subsequent to fiscal year-end, the company acquired SCOOP/STACK mineral and royalty interests for **$17.0 million**, funded by **$15.0 million** from the credit facility, reducing remaining availability to **$11.7 million**[240](index=240&type=chunk)[412](index=412&type=chunk) - Development capital expenditures for FY2025 were **$13.2 million**, primarily at Chaveroo Field and SCOOP/STACK[244](index=244&type=chunk) - Expected budgeted capital expenditures for FY2026 are **$4.0 million to $6.0 million**, excluding acquisitions[245](index=245&type=chunk) [Results of Operations](index=77&type=section&id=Results%20of%20Operations) This section analyzes net income, revenues, and operating costs, highlighting impacts from commodity prices and production changes Net Income and Revenues (Years Ended June 30, in thousands) | Metric | 2025 | 2024 | Variance | Variance % | | :-------------------- | :----- | :----- | :------- | :--------- | | Net income (loss) | $1,473 | $4,080 | $(2,607) | (63.9)% | | Crude oil revenues | $51,102 | $53,446 | $(2,344) | (4.4)% | | Natural gas revenues | $23,516 | $21,525 | $1,991 | 9.2% | | Natural gas liquids revenues | $11,222 | $10,906 | $316 | 2.9% | | **Total revenues** | **$85,840** | **$85,877** | **$(37)** | **(0.0)%** | Operating Costs and Other Income/Expense (Years Ended June 30, in thousands) | Cost/Expense Category | 2025 | 2024 | Variance | Variance % | | :------------------------------------ | :----- | :----- | :------- | :--------- | | Lease operating costs | $49,338 | $48,273 | $1,065 | 2.2% | | Depletion, depreciation, and accretion | $21,993 | $20,062 | $1,931 | 9.6% | | General and administrative expenses | $10,334 | $9,636 | $698 | 7.2% | | Net gain (loss) on derivative contracts | $473 | $(1,292) | $1,765 | (136.6)% | | Interest expense | $(2,970) | $(1,459) | $(1,511) | 103.6% | | Income tax (expense) benefit | $(396) | $(1,417) | $1,021 | (72.1)% | - Net income decreased by **63.9%** due to higher interest expense and lower crude oil prices, partially offset by increased natural gas revenues and a net gain on derivative contracts[256](index=256&type=chunk)[267](index=267&type=chunk)[265](index=265&type=chunk) - Average daily equivalent production increased by **4.2%** to **7,074 BOEPD** in FY2025, while the average realized commodity price (excluding derivatives) decreased by **3.8%** to **$33.25 per BOE**[256](index=256&type=chunk)[258](index=258&type=chunk) - Other lease operating costs decreased by **$1.1 million (3.2%)** due to a **$1.9 million credit** from a Barnett Shale operator and reduced CO2 purchases[261](index=261&type=chunk) - Depletion expense increased by **9.5%** due to an increased depletion rate from decreased reserve estimates[262](index=262&type=chunk) [Critical Accounting Policies and Estimates](index=81&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section outlines key accounting policies, including the full cost method, reserve estimates, stock-based compensation, and recent ASU adoptions - The company uses the full cost method of accounting for oil and natural gas properties, capitalizing all acquisition, exploration, and development costs[272](index=272&type=chunk)[314](index=314&type=chunk) - Estimates of proved reserves are critical, impacting depletion expense and the quarterly ceiling test calculation[273](index=273&type=chunk)[328](index=328&type=chunk) - These estimates are complex, subjective, and subject to substantial future revisions based on new data, development activity, and economic factors[273](index=273&type=chunk)[328](index=328&type=chunk) - Stock-based compensation for performance-based awards is valued using a Monte Carlo simulation, considering variables like stock price volatility, expected term, risk-free interest rate, and dividend yield[275](index=275&type=chunk)[276](index=276&type=chunk) - The company adopted ASU 2023-07 (Segment Reporting) as of June 30, 2025, with no significant impact, and is evaluating ASU 2024-03 (Disaggregation of Income Statement Expenses) and ASU 2023-09 (Improvements to Income Tax Disclosures)[332](index=332&type=chunk)[333](index=333&type=chunk)[334](index=334&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risks](index=85&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risks) The company manages energy commodity price risk through derivatives and is exposed to interest rate risk on its variable-rate credit facility - The company is exposed to energy commodity price risk, including price differentials, and uses derivative financial instruments (costless collars, fixed-price swaps, basis swaps) to hedge this exposure and reduce cash flow variability, as required by its Senior Secured Credit Facility[278](index=278&type=chunk) - Derivative contracts are not entered into for speculative trading purposes and are executed only with creditworthy financial institutions[278](index=278&type=chunk)[279](index=279&type=chunk) - The company is exposed to interest rate risk on its cash and cash equivalents and variable-rate borrowings under the Senior Secured Credit Facility, but does not currently use interest rate derivative instruments to manage this exposure[280](index=280&type=chunk) [Item 8. Consolidated Financial Statements and Supplementary Data](index=86&type=section&id=Item%208.%20Consolidated%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements, including balance sheets, income statements, cash flows, notes, and the independent auditor's report [Report of Independent Registered Public Accounting Firm](index=87&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Baker Tilly US, LLP issued an unqualified opinion on the consolidated financial statements, identifying proved reserves as a critical audit matter - Baker Tilly US, LLP issued an unqualified opinion, stating that the consolidated financial statements for Evolution Petroleum Corporation as of and for the years ended June 30, 2025 and 2024, are presented fairly in all material respects, in conformity with GAAP[282](index=282&type=chunk) - The critical audit matter identified was the impact of proved oil and natural gas reserves on Depletion, Depreciation, and Amortization (DD&A) and the Full Cost Ceiling Test Impairment Calculation, due to significant management judgment and the use of specialists in developing reserve estimates[287](index=287&type=chunk)[291](index=291&type=chunk) [Consolidated Financial Statements](index=91&type=section&id=Consolidated%20Financial%20Statements) This section includes the company's consolidated balance sheets, statements of operations, and cash flows for fiscal years 2025 and 2024 Consolidated Balance Sheets (June 30, in thousands) | Metric | June 30, 2025 | June 30, 2024 | | :------------------------------------ | :------------ | :------------ | | Cash and cash equivalents | $2,507 | $6,446 | | Oil and natural gas properties, net | $142,248 | $139,685 | | Total assets | $160,252 | $162,877 | | Total current liabilities | $21,387 | $15,813 | | Senior secured credit facility | $37,500 | $39,500 | | Total liabilities | $88,439 | $81,750 | | Total stockholders' equity | $71,813 | $81,127 | Consolidated Statements of Operations (Years Ended June 30, in thousands, except per share amounts) | Metric | 2025 | 2024 | | :------------------------------------ | :----- | :----- | | Total revenues | $85,840 | $85,877 | | Total operating costs | $81,665 | $77,971 | | Income (loss) from operations | $4,175 | $7,906 | | Net gain (loss) on derivative contracts | $473 | $(1,292) | | Interest expense | $(2,970) | $(1,459) | | Net income (loss) | $1,473 | $4,080 | | Basic EPS | $0.03 | $0.12 | | Diluted EPS | $0.03 | $0.12 | Consolidated Statements of Cash Flows (Years Ended June 30, in thousands) | Cash Flow Activity | 2025 | 2024 | | :------------------------------------ | :----- | :----- | | Net cash provided by operating activities | $33,052 | $22,729 | | Net cash used in investing activities | $(21,642) | $(49,633) | | Net cash provided by (used in) financing activities | $(15,349) | $22,316 | | Net increase (decrease) in cash and cash equivalents | $(3,939) | $(4,588) | [Notes to Consolidated Financial Statements](index=95&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes detail credit risk concentrations, customer concentration, derivative contract performance, asset retirement obligations, and dividend payments - The company's primary concentrations of credit risk are uncollectible accounts receivable, non-performance by derivative counterparties, and cash balances exceeding FDIC limits[323](index=323&type=chunk) - In FY2025, three operators (Denbury, Diversified, Foundation) accounted for approximately **51% of total revenues**, highlighting significant customer concentration[324](index=324&type=chunk) Net Gain (Loss) on Derivative Contracts (Years Ended June 30, in thousands) | Category | 2025 | 2024 | | :------------------------------------ | :----- | :----- | | Realized gain (loss) on derivative contracts | $965 | $(399) | | Unrealized gain (loss) on derivative contracts | $(492) | $(893) | | **Total net gain (loss) on derivative contracts** | **$473** | **$(1,292)** | - The Asset Retirement Obligation (ARO) liability increased to **$21.8 million** as of June 30, 2025, from **$19.4 million** as of June 30, 2024, primarily due to accretion of discount and upward revisions for increased cost estimates[388](index=388&type=chunk)[389](index=389&type=chunk) - The company paid **$16.3 million** in cash dividends in FY2025 and **$16.0 million** in FY2024[392](index=392&type=chunk) - It also issued approximately **0.7 million shares** of common stock under its ATM Sales Agreement for net proceeds of **$3.5 million** in FY2025[393](index=393&type=chunk) [Supplemental Disclosure about Oil and Natural Gas Properties (unaudited)](index=131&type=section&id=Supplemental%20Disclosure%20about%20Oil%20and%20Natural%20Gas%20Properties%20(unaudited)) This unaudited disclosure provides details on capitalized costs, costs incurred for activities, proved reserves, and discounted future net cash flows Capitalized Costs of Oil and Natural Gas Properties (June 30, in thousands) | Metric | June 30, 2025 | June 30, 2024 | June 30, 2023 | | :------------------------------------ | :------------ | :------------ | :------------ | | Property costs subject to amortization | $272,496 | $249,559 | $197,049 | | Less: Accumulated depletion, depreciation, and impairment | $(130,248) | $(109,874) | $(91,268) | | **Oil and natural gas properties, net** | **$142,248** | **$139,685** | **$105,781** | Costs Incurred for Oil and Natural Gas Activities (Years Ended June 30, in thousands) | Activity | 2025 | 2024 | 2023 | | :---------------------- | :----- | :----- | :----- | | Proved property acquisition costs | $9,159 | $39,153 | $31 | | Development costs | $13,778 | $13,357 | $8,384 | | **Total costs incurred** | **$22,937** | **$52,510** | **$8,415** | Estimated Net Quantities of Proved Oil and Natural Gas Reserves (MBOE) | Category | June 30, 2025 | June 30, 2024 | June 30, 2023 | | :------------------------------------ | :------------ | :------------ | :------------ | | Proved developed and undeveloped reserves | 27,107 | 31,785 | 31,176 | | **Changes in Proved Reserves (FY2025):** | | | | | Revisions of previous estimates | (5,993) | | | | Improved recovery, extensions and discoveries | 901 | | | | Purchase of reserves in place | 2,996 | | | | Production (sales volumes) | (2,582) | | | Standardized Measure of Discounted Future Net Cash Flows (June 30, in thousands) | Metric | 2025 | 2024 | 2023 | | :------------------------------------------ | :----- | :----- | :----- | | Future cash inflows | $1,100,883 | $1,250,176 | $1,521,363 | | Future production costs and severance taxes | $(642,213) | $(748,927) | $(860,054) | | Future development costs | $(136,491) | $(139,628) | $(120,648) | | Future income tax expenses | $(50,071) | $(61,742) | $(109,189) | | **Standardized measure of discounted future net cash flows** | **$155,223** | **$166,601** | **$238,177** | [Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure](index=138&type=section&id=Item%209.%20Changes%20In%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reported no changes in or disagreements with accountants on accounting and financial disclosure - There were no changes in or disagreements with accountants on accounting and financial disclosure[431](index=431&type=chunk) [Item 9A. Controls and Procedures](index=138&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of June 30, 2025 - Management, including the Principal Executive Officer and Principal Financial Officer, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[433](index=433&type=chunk) - Management assessed and concluded that the company maintained effective internal control over financial reporting as of June 30, 2025, based on criteria established in the COSO Internal Control-Integrated Framework (2013)[435](index=435&type=chunk) - The effectiveness of internal control over financial reporting was not audited by the independent registered public accounting firm due to recent SEC amendments for certain smaller issuers[438](index=438&type=chunk) - There has been no change in internal control over financial reporting during the three months ended June 30, 2025, that materially affected, or is reasonably likely to materially affect, internal control over financial reporting[439](index=439&type=chunk) [Item 9B. Other Information](index=140&type=section&id=Item%209B.%20Other%20Information) The company reported no other information - There is no other information to report[440](index=440&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=140&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - This item is not applicable[441](index=441&type=chunk) PART III [Item 10. Directors, Executive Officers, and Corporate Governance](index=141&type=section&id=Item%2010.%20Directors,%20Executive%20Officers,%20and%20Corporate%20Governance) Information for this item is incorporated by reference from the company's 2025 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference to the company's proxy statement related to the 2025 Annual Meeting of Stockholders[443](index=443&type=chunk) [Item 11. Executive Compensation](index=141&type=section&id=Item%2011.%20Executive%20Compensation) Information for this item is incorporated by reference from the company's 2025 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference to the company's proxy statement related to the 2025 Annual Meeting of Stockholders[444](index=444&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=141&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information for this item is incorporated by reference from the company's 2025 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference to the company's proxy statement related to the 2025 Annual Meeting of Stockholders[445](index=445&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=141&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) Information for this item is incorporated by reference from the company's 2025 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference to the company's proxy statement related to the 2025 Annual Meeting of Stockholders[446](index=446&type=chunk) [Item 14. Principal Accounting Fees and Services](index=141&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information for this item is incorporated by reference from the company's 2025 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference to the company's proxy statement related to the 2025 Annual Meeting of Stockholders[447](index=447&type=chunk) PART IV [Item 15. Exhibits and Financial Statement Schedules](index=142&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This item lists the financial statements, financial statement schedules, and exhibits filed or furnished as part of the Form 10-K report - The consolidated financial statements of the company and its subsidiaries are included in Part II, Item 8 of this report[450](index=450&type=chunk) - No financial statement schedules are required to be submitted[450](index=450&type=chunk) - A list of exhibits filed or furnished with this report on Form 10-K (or incorporated by reference) is provided in the Exhibit Index[451](index=451&type=chunk) [Item 16. Form 10-K Summary](index=142&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reported no Form 10-K Summary - There is no Form 10-K Summary[452](index=452&type=chunk) [Exhibit Index](index=143&type=section&id=Exhibit%20Index) This section provides a comprehensive list of exhibits filed with the Form 10-K, many incorporated by reference from previous filings - The Exhibit Index lists various documents filed with the Form 10-K, including corporate governance documents (Restated Articles of Incorporation, Amended and Restated Bylaws), equity incentive plans, credit agreements, purchase and sale agreements, and certifications[455](index=455&type=chunk)[457](index=457&type=chunk) - Many exhibits are incorporated by reference from previous filings, indicated by parenthetical information[455](index=455&type=chunk)[457](index=457&type=chunk) [Signatures](index=148&type=section&id=Signatures) This section contains the required signatures of the company's authorized officers and directors, certifying the Form 10-K filing - The report was signed on September 17, 2025, by Kelly W. Loyd (President and Chief Executive Officer), Robert S. Herlin (Chairman of the Board), Ryan Stash (Senior Vice President, Chief Financial Officer and Treasurer), Kelly M. Beatty (Chief Accounting Officer), and other directors[463](index=463&type=chunk)[464](index=464&type=chunk)

[Financial Statements Index](index=1&type=section&id=Financial%20Statements%20Index) This section provides an index to the company's condensed financial statements and related notes Financial Statements Listing | | Page | | :--- | :--- | | Condensed Balance Sheets | F-2 | | Condensed Statements of Comprehensive Loss | F-3 | | Condensed Statement of Changes in Shareholders' Equity | F-4 - F-5 | | Condensed Statements of Cash Flows | F-6 | | Notes to Condensed Financial Statements | F-7 - F-17 | [Condensed Balance Sheets](index=2&type=section&id=Condensed%20Balance%20Sheets) This section presents the company's financial position, detailing assets, liabilities, and shareholders' equity at specific dates Condensed Balance Sheets Overview | | As of June 30, 2025 (U.S. dollars in thousands) | As of December 31, 2024 (U.S. dollars in thousands) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $15,828 | $2,554 | | Other current assets | $204 | $99 | | Total current assets | $16,032 | $2,653 | | Property and equipment, net | $10 | $10 | | Intangible asset, net | $2,697 | $2,884 | | **Total assets** | **$18,739** | **$5,547** | | **Liabilities and Shareholders' Equity** | | | | Employees and payroll-related liabilities | $45 | $45 | | Other payables and accrued expenses | $249 | $216 | | Warrants liability | $70 | $- | | Total current liabilities | $364 | $261 | | Additional paid-in capital | $23,618 | $10,352 | | Accumulated deficit | $(5,243) | $(5,066) | | Total shareholders' equity | $18,375 | $5,286 | | **Total liabilities and shareholders' equity** | **$18,739** | **$5,547** | - Total assets increased significantly from **$5,547 thousand** as of December 31, 2024, to **$18,739 thousand** as of June 30, 2025, primarily driven by an increase in cash and cash equivalents[3](index=3&type=chunk) - Total shareholders' equity increased from **$5,286 thousand** as of December 31, 2024, to **$18,375 thousand** as of June 30, 2025[3](index=3&type=chunk) [Condensed Statements of Net Income (Loss)](index=3&type=section&id=Condensed%20Statements%20of%20Net%20Income%20(Loss)) This section details the company's financial performance, including revenues, expenses, and net loss over specific periods Condensed Statements of Net Income (Loss) Overview | | Six months ended June 30, 2025 (U.S. dollars in thousands) | Six months ended June 30, 2024 (U.S. dollars in thousands) | | :--- | :--- | :--- | | Research and development expenses | $(776) | $(137) | | General and administrative expenses | $(1,709) | $(210) | | Operating loss | $(2,485) | $(347) | | Financial income (expense), net | $2,308 | $(241) | | **Net loss** | **$(177)** | **$(588)** | | Basic and diluted net loss per share | $(0.12) | $(59.90) | | Weighted average number of shares | 1,443,182 | 10,417 | - Net loss decreased significantly from **$(588) thousand** for the six months ended June 30, 2024, to **$(177) thousand** for the same period in 2025, primarily due to a positive shift in financial income (expense), net[5](index=5&type=chunk) - Operating loss increased from **$(347) thousand** in 2024 to **$(2,485) thousand** in 2025, driven by higher R&D and G&A expenses[5](index=5&type=chunk) [Condensed Statement of Changes in Shareholders' Equity](index=4&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Shareholders'%20Equity) This section outlines changes in shareholders' equity, including contributions, distributions, and net income or loss [For the Six Months Ended June 30, 2025](index=4&type=section&id=For%20the%20Six%20Months%20Ended%20June%2030%2C%202025) Shareholders' equity increased from $5,286 thousand at December 31, 2024, to $18,375 thousand at June 30, 2025, primarily due to $11,100 thousand from the exercise of warrants and $1,768 thousand from the issuance of shares and warrants, partially offset by a net loss of $(177) thousand Changes in Shareholders' Equity (2025) | | Ordinary shares (Number) | Ordinary shares (Amount) | Additional paid-in capital | Accumulated deficit | Total shareholders' equity | | :--- | :--- | :--- | :--- | :--- | :--- | | Balance as of December 31, 2024 | 16,778 | $- | $10,352 | $(5,066) | $5,286 | | Share based payment | - | $- | $398 | $- | $398 | | Issuance of shares, warrants and pre-funded warrants, net | 141,667 | $- | $1,768 | $- | $1,768 | | Exercise of warrants | 5,722,318 | $- | $11,100 | $- | $11,100 | | Net loss | - | $- | $- | $(177) | $(177) | | Balance as of June 30, 2025 | 5,880,763 | $- | $23,618 | $(5,243) | $18,375 | - Total shareholders' equity increased by **$13,089 thousand**, from **$5,286 thousand** to **$18,375 thousand**, during the six months ended June 30, 2025[7](index=7&type=chunk) - The exercise of warrants contributed **$11,100 thousand** to additional paid-in capital[7](index=7&type=chunk) [For the Six Months Ended June 30, 2024](index=5&type=section&id=For%20the%20Six%20Months%20Ended%20June%2030%2C%202024) Shareholders' equity (deficit) improved from $(191) thousand at December 31, 2023, to $(26) thousand at June 30, 2024. This improvement was driven by share-based payments, conversion of convertible loans, issuance of shares, and classification of warrant liability to equity, partially offset by a net loss of $(588) thousand Changes in Shareholders' Equity (2024) | | Preferred shares (Number) | Preferred shares (Amount) | Ordinary shares (Number) | Ordinary shares (Amount) | Additional paid-in capital | Receivables on account of shares | Accumulated deficit | Total shareholders' deficit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance as of December 31, 2023 | 419 | $248 | 10,202 | $- | $3,526 | $(196) | $(3,521) | $(191) | | Share based payment | - | $- | - | $- | $35 | $- | $- | $35 | | Conversion of convertible loan | - | $- | 794 | $- | $225 | $- | $- | $225 | | Issuance of shares | - | $- | - | $- | $- | $177 | $- | $177 | | Classification of warrant liability to equity | - | $- | - | $- | $316 | $- | $- | $316 | | Net loss | - | $- | - | $- | $- | $- | $(588) | $(588) | | Balance as of June 30, 2024 | 419 | $248 | 10,996 | $- | $4,102 | $(19) | $(4,109) | $(26) | - Total shareholders' deficit decreased from **$(191) thousand** to **$(26) thousand** during the six months ended June 30, 2024[9](index=9&type=chunk) - The classification of warrant liability to equity contributed **$316 thousand** to additional paid-in capital[9](index=9&type=chunk) [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) This section summarizes cash inflows and outflows from operating, investing, and financing activities Condensed Statements of Cash Flows Overview | | For the Six Months Ended June 30, 2025 (U.S. dollars in thousands) | For the Six Months Ended June 30, 2024 (U.S. dollars in thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,821) | $(337) | | Net cash used in investing activities | $(2) | $- | | Net cash provided by financing activities | $15,097 | $356 | | Change in cash and cash equivalents | $13,274 | $19 | | Cash and cash equivalents at the beginning of the year | $2,554 | $4 | | Cash and cash equivalents at the end of the year | $15,828 | $23 | - Net cash provided by financing activities significantly increased to **$15,097 thousand** in 2025 from **$356 thousand** in 2

[Executive Summary](index=1&type=section&id=executive-summary) This section summarizes Rezolute, Inc.'s focus on hyperinsulinism, recent pipeline progress, CEO's strategic outlook, and key financial results for FY2025 [Introduction and Company Focus](index=1&type=section&id=introduction-company-focus) Rezolute, Inc. is a late-stage rare disease company focused on treating hypoglycemia caused by hyperinsulinism, reporting financial results for the fourth quarter and full fiscal year ended June 30, 2025 - Rezolute, Inc. (Nasdaq: RZLT) is a late-stage rare disease company[1](index=1&type=chunk) - The company focuses on treating hypoglycemia caused by hyperinsulinism[1](index=1&type=chunk) - Financial results are reported for the fourth quarter and full fiscal year ended June 30, 2025[1](index=1&type=chunk) [CEO's Strategic Outlook](index=1&type=section&id=ceo-strategic-outlook) CEO Nevan Charles Elam highlighted substantial progress across both congenital and tumor hyperinsulinism indications for ersodetug, noting FDA alignment on a streamlined Phase 3 trial for tumor HI and anticipating topline results from the sunRIZE trial in December 2025 - Substantial progress has been made across two indications for ersodetug: **congenital and tumor hyperinsulinism**[2](index=2&type=chunk) - FDA alignment on a streamlined Phase 3 trial in tumor hyperinsulinism is seen as recognition of ersodetug's broad applicability and transformative potential[2](index=2&type=chunk) - Topline results from the sunRIZE trial are expected in **December 2025**[2](index=2&type=chunk) [Recent Pipeline Progress and Anticipated Milestones](index=1&type=section&id=recent-pipeline-progress-anticipated-milestones) This section details the latest advancements in ersodetug's clinical development for congenital and tumor hyperinsulinism, including enrollment completion and expected topline results [Congenital Hyperinsulinism (HI) Program](index=1&type=section&id=congenital-hyperinsulinism-hi-program) Rezolute completed enrollment for the sunRIZE Phase 3 study of ersodetug for congenital HI, exceeding targets with 62 participants, and expects topline results in December 2025 - Completed enrollment in sunRIZE, a Phase 3 study for congenital HI, exceeding enrollment with **62 participants** (approximately **15% from U.S. sites**)[5](index=5&type=chunk) - Topline results from the sunRIZE trial are expected in **December 2025**[5](index=5&type=chunk) - **Preliminary Patient Demographics And Baseline Characteristics From A Phase 3 Study (sunRIZE):** | Characteristic | Value | | :------------- | :---- | | Average Age | 3.4 years (35% <2 years old) | | Hypoglycemia Events | 15 (average) per week | | Daily Percent Time in Hypoglycemia | 19% | | Taking ≥1 SOC treatments | 95% | [Tumor HI Program](index=1&type=section&id=tumor-hi-program) The Company achieved FDA alignment on a significantly streamlined clinical development path for its upLIFT Phase 3 study of ersodetug for tumor HI, reducing the study to as few as 16 participants in a single-arm open-label portion, with topline results expected in the second half of 2026 - Achieved FDA alignment on a significantly streamlined clinical development path for the ongoing Phase 3 study (upLIFT) of ersodetug for tumor HI[5](index=5&type=chunk) - The truncated upLIFT study will include as few as **16 participants** and be limited to the single-arm open-label portion, removing the need for a double-blind randomized placebo-controlled trial[5](index=5&type=chunk) - Enrollment for upLIFT is underway, and topline results are expected in the **second half of 2026**[5](index=5&type=chunk) [Corporate Updates](index=2&type=section&id=corporate-updates) This section highlights recent organizational changes, including key personnel appointments, to strengthen the company's commercialization efforts [Key Personnel Appointment](index=2&type=section&id=key-personnel-appointment) In August 2025, Dr. Sunil Karnawat was appointed as Chief Commercial Officer, bringing over 25 years of experience in global biopharmaceutical commercialization to spearhead the launch strategy for ersodetug - Dr. Sunil Karnawat was appointed as Chief Commercial Officer in **August 2025**[13](index=13&type=chunk) - Dr. Karnawat has over **25 years of experience** in global commercialization of biopharmaceuticals and medical devices[13](index=13&type=chunk) - He will spearhead launch strategy and global market readiness for ersodetug, having previously led commercial functions for launching four ultra-rare disease products at Ultragenyx[13](index=13&type=chunk) [Financial Results](index=2&type=section&id=financial-results) This section presents Rezolute's financial performance for Q4 and the full fiscal year 2025, detailing cash position, operating expenses, net loss, and key balance sheet data [Cash, Cash Equivalents and Investments](index=2&type=section&id=cash-cash-equivalents-investments) Rezolute's cash, cash equivalents, and investments in marketable securities increased to $167.9 million as of June 30, 2025, up from $127.1 million a year prior - **Cash, Cash Equivalents and Investments in Marketable Securities:** | Metric | June 30, 2025 (in millions) | June 30, 2024 (in millions) | YoY Change (in millions) | | :------------------------------------ | :-------------------------- | :-------------------------- | :----------- | | Cash, cash equivalents and investments | $167.9 | $127.1 | +$40.8 | [Operating Expenses](index=2&type=section&id=operating-expenses) Total operating expenses increased year-over-year for both Q4 and the full fiscal year 2025, driven primarily by higher R&D expenditures related to clinical trials, manufacturing, and employee costs, as well as increased G&A expenses from professional fees and headcount - **Total Operating Expenses:** | Period | FY2025 (in thousands) | FY2024 (in thousands) | YoY Change (in thousands) | | :----- | :-------------------- | :-------------------- | :--------- | | Q4 | $25,850 | $23,102 | +$2,748 | | Full Year | $79,894 | $70,423 | +$9,471 | [Research and Development (R&D) Expenses](index=2&type=section&id=research-development-expenses) R&D expenses increased in both Q4 and the full fiscal year 2025, primarily due to higher clinical trial, manufacturing, and employee-related costs - **Research and Development (R&D) Expenses:** | Period | FY2025 (in thousands) | FY2024 (in thousands) | YoY Change (in thousands) | | :----- | :-------------------- | :-------------------- | :--------- | | Q4 | $20,863 | $19,089 | +$1,774 | | Full Year | $61,527 | $55,743 | +$5,784 | - The increase in R&D expenses was primarily due to increased expenditures in clinical trial activities, manufacturing costs for ersodetug, and higher employee-related expenses (including compensation and stock-based compensation)[8](index=8&type=chunk) [General and Administrative (G&A) Expenses](index=2&type=section&id=general-administrative-expenses) G&A expenses rose in both Q4 and the full fiscal year 2025, mainly driven by increased professional fees and employee-related costs due to higher headcount - **General and Administrative (G&A) Expenses:** | Period | FY2025 (in thousands) | FY2024 (in thousands) | YoY Change (in thousands) | | :----- | :-------------------- | :-------------------- | :--------- | | Q4 | $4,987 | $4,013 | +$974 | | Full Year | $18,367 | $14,680 | +$3,687 | - The increase in G&A expenses was primarily attributable to professional fees and employee-related expenses due to increased headcount[9](index=9&type=chunk) [Net Loss and EPS](index=2&type=section&id=net-loss-eps) Rezolute reported an increased net loss for both Q4 and the full fiscal year 2025, with basic and diluted net loss per common share also increasing year-over-year - **Net Loss and Basic/Diluted Net Loss Per Common Share:** | Metric | Period | FY2025 (in thousands) | FY2024 (in thousands) | YoY Change (in thousands) | | :----- | :----- | :-------------------- | :-------------------- | :--------- | | Net Loss | Q4 | $(24,390) | $(22,976) | $(1,414) | | Net Loss | Full Year | $(74,412) | $(68,459) | $(5,953) | | Basic and diluted net loss per common share | Q4 | $(0.26) | $(0.44) | +$0.18 | | Basic and diluted net loss per common share | Full Year | $(0.98) | $(1.33) | +$0.35 | [Condensed Consolidated Financial Statements Data](index=4&type=section&id=condensed-consolidated-financial-statements-data) The condensed consolidated financial statements provide detailed data for the statements of operations and balance sheets, showing increases in total assets, working capital, and total stockholders' equity, alongside the reported losses and increased accumulated deficit - **Condensed Consolidated Statements of Operations Data (Selected):** | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Year Ended June 30, 2025 (in thousands) | Year Ended June 30, 2024 (in thousands) | | :-------------------------- | :-------------------------------------- | :-------------------------------------- | :------------------------------------ | :------------------------------------ | | Research and development | $20,863 | $19,089 | $61,527 | $55,743 | | General and administrative | $4,987 | $4,013 | $18,367 | $14,680 | | Total operating expenses | $25,850 | $23,102 | $79,894 | $70,423 | | Loss from operations | $(25,850) | $(23,102) | $(79,894) | $(70,423) | | Non-operating income (expenses), net | $1,460 | $126 | $5,482 | $1,964 | | Net loss | $(24,390) | $(22,976) | $(74,412) | $(68,459) | | Basic and diluted net loss per common share | $(0.26) | $(0.44) | $(0.98) | $(1.33) | | Shares used to compute basic and diluted net loss per common share | 94,340 | 52,235 | 75,999 | 51,466 | - **Condensed Consolidated Balance Sheets Data:** | Metric | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | | :-------------------------------- | :--------------------------- | :--------------------------- | | Cash and cash equivalents | $94,107 | $70,396 | | Investments in marketable debt securities | $73,751 | $56,741 | | Working capital | $159,233 | $119,047 | | Total assets | $175,490 | $132,737 | | Accumulated deficit | $(403,856) | $(329,444) | | Total stockholders' equity | $162,127 | $121,003 | [Product Information](index=2&type=section&id=product-information) This section provides an overview of ersodetug, a fully human monoclonal antibody designed to treat hypoglycemia caused by hyperinsulinism [About Ersodetug](index=2&type=section&id=about-ersodetug) Ersodetug is a fully human monoclonal antibody designed to treat hypoglycemia caused by hyperinsulinism by allosterically binding to the insulin receptor, thereby decreasing over-activation and offering potential universal effectiveness across all forms of HI - Ersodetug is a fully human monoclonal antibody[11](index=11&type=chunk) - It binds allosterically to the insulin receptor to decrease receptor over-activation by insulin and related substances (such as IGF-2) in hyperinsulinism (HI), thereby improving hypoglycemia[11](index=11&type=chunk) - Ersodetug has the potential to be universally effective at treating hypoglycemia due to any congenital or acquired form of HI, as it acts downstream from the pancreas[11](index=11&type=chunk) [Company Information](index=2&type=section&id=company-information) This section offers a brief profile of Rezolute, Inc., emphasizing its mission as a late-stage rare disease company developing ersodetug for hyperinsulinism [About Rezolute, Inc.](index=2&type=section&id=about-rezolute-inc) Rezolute, Inc. is a late-stage rare disease company focused on hyperinsulinism-induced hypoglycemia, developing ersodetug, an antibody therapy that has demonstrated meaningful clinical benefit for both congenital and tumor HI - Rezolute is a late-stage rare disease company focused on treating hypoglycemia caused by hyperinsulinism (HI)[12](index=12&type=chunk) - The Company's antibody therapy, ersodetug, is designed to treat all forms of HI[12](index=12&type=chunk) - Ersodetug has shown meaningful benefit in clinical trials and real-world use for the treatment of both congenital and tumor HI[12](index=12&type=chunk) [Legal and Investor Information](index=3&type=section&id=legal-investor-information) This section includes important disclosures regarding forward-looking statements and provides contact details for investor relations inquiries [Forward-Looking Statements](index=3&type=section&id=forward-looking-statements) This section contains standard forward-looking statements regarding prospective performance, strategies, and anticipated milestones, including trial results and ersodetug's effectiveness, and advises caution due to inherent uncertainties and risks detailed in SEC filings - The release contains forward-looking statements regarding prospective performance and strategies, covered by safe harbor provisions[14](index=14&type=chunk) - These statements include the timing of topline results from sunRIZE and upLIFT trials, ersodetug's applicability and effectiveness for hyperinsulinism, and clinical trial timelines[14](index=14&type=chunk) - Readers are cautioned that actual results may differ materially from anticipated results due to inherent uncertainties and factors discussed in SEC filings (e.g., Risk Factors in 10-K and 10-Q)[14](index=14&type=chunk) [Contacts](index=3&type=section&id=contacts) This section provides contact information for investor relations inquiries - Contact information for Rezolute, Inc. is provided for inquiries[15](index=15&type=chunk)