Table of Contents OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) For the quarterly period ended September 30, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Commission file number 001-04321 TXO Partners, L.P. Delaware 32- ...

Revenue and Income - Total revenue for Q3 2025 was $42.0 million, a decrease from $43.0 million in the prior year, with 93.8% of revenue being recurring[4] - Net income was $5.8 million, resulting in diluted EPS of $0.51, compared to a net loss of $5.7 million in the prior year[4] - Net revenues for Q3 2025 were $42,003 thousand, a decrease of 2.2% from $42,964 thousand in Q3 2024[25] - Net income for Q3 2025 was $5,813 thousand, compared to a net loss of $5,715 thousand in Q3 2024[25] - Non-GAAP net income attributable to Synchronoss for Q3 2025 was $7,229 thousand, compared to $2,786 thousand in Q3 2024[30] - Basic earnings per share for Q3 2025 were $0.68, up from $0.28 in Q3 2024[30] - Net income attributable to Synchronoss for the three months ended September 30, 2025, was $5,813, compared to a net loss of $19,604 for the previous quarter[31] Cash Flow and Expenses - Free cash flow for Q3 2025 was $35.9 million, significantly improved from $(27) thousand in the prior year[8] - Cash and cash equivalents increased to $34.8 million as of September 30, 2025, up from $24.6 million as of June 30, 2025[8] - The company experienced a net cash provided by operating activities of $41,936 thousand for the nine months ended September 30, 2025, compared to $15,205 thousand in the same period of 2024[28] - Net cash provided by operating activities for the three months ended September 30, 2025, was $39,358, significantly higher than $3,365 for the same period in 2024[32] - Adjusted free cash flow for the nine months ended September 30, 2025, was $1,897, compared to $10,893 for the same period in 2024[32] Costs and Margins - Total costs and expenses for Q3 2025 were $36,134 thousand, down from $37,449 thousand in Q3 2024, resulting in an income from operations of $5,869 thousand[25] - The company reported a gross margin of 69.4% for Q3 2025, slightly down from 69.6% in Q3 2024[29] - Adjusted EBITDA for the quarter was $12.0 million, with an adjusted EBITDA margin of 28.5%[8] - Adjusted gross margin is projected to be between 78% and 80% for the full year 2025[8] - The company anticipates adjusted EBITDA for 2025 to be between $50 million and $53 million, equating to at least a 30% adjusted EBITDA margin[8] Future Outlook - The company expects to add at least one new cloud customer in 2025 and a new Tier 1 customer in the first half of 2026[3] - Recurring revenue is expected to remain at least 90% of total revenue for the full year 2025[8] Assets and Liabilities - The company’s total assets decreased to $278,220 thousand as of September 30, 2025, from $293,825 thousand at the end of 2024[23] - The company received a $33.9 million CARES Act Tax refund, which was used to reduce net debt to approximately 2.7 times anticipated FY25 adjusted EBITDA[4] Research and Development - Research and development expenses for Q3 2025 were $10,837 thousand, an increase from $10,333 thousand in Q3 2024[25] Other Financial Metrics - Stock-based compensation expense for the three months ended September 30, 2025, was $1,140, up from $1,023 in the previous quarter[31] - Interest expense for the three months ended September 30, 2025, was $7,776, an increase from $6,565 in the previous quarter[31] - Depreciation and amortization for the three months ended September 30, 2025, was $4,458, slightly higher than $4,402 in the previous quarter[31] - The company reported a restructuring, transition, and cease-use lease expense of $198 for the three months ended September 30, 2025[31] - The net cash used for capitalized software for the three months ended September 30, 2025, was $(3,140), compared to $(3,250) in the previous year[32]

Revenue Performance - For the three months ended September 30, 2025, total revenue decreased by $31.1 million, or 10%, to $265.6 million compared to $296.7 million in the same period of 2024[131]. - Domestic revenue for the three months ended September 30, 2025, decreased by $31.7 million, or 12%, primarily due to a $21.0 million decrease in advertising revenue, a $6.5 million decrease in services revenue, and a $3.5 million decrease in membership subscription revenue[132]. - International revenue for the three months ended September 30, 2025, increased by $0.6 million, or 2%, to $32.4 million compared to $31.8 million in the same period of 2024[131]. - For the nine months ended September 30, 2025, total revenue decreased by $127.5 million, or 14%, to $789.8 million compared to $917.2 million in the same period of 2024[131]. - Domestic revenue for the nine months ended September 30, 2025, decreased by $125.5 million, or 15%, primarily due to a $59.2 million decrease in lead revenue and a $40.5 million decrease in advertising revenue[132]. - For the three months ended September 30, 2025, revenue decreased by $31.1 million, or 10%, to $265.6 million compared to $296.7 million in the same period of 2024[137]. Profitability and Expenses - Gross profit for the three months ended September 30, 2025, decreased by $28.8 million, or 10%, to $253.2 million, primarily due to the decrease in revenue[137]. - Selling and marketing expenses for the three months ended September 30, 2025, decreased by $26.1 million, or 17%, to $129.3 million, representing 49% of revenue[139]. - General and administrative expenses for the three months ended September 30, 2025, decreased by $7.4 million, or 10%, to $69.4 million, maintaining 26% of revenue[143]. - Product development expenses for the three months ended September 30, 2025, decreased by $3.6 million, or 15%, to $20.7 million[147]. - Depreciation for the three months ended September 30, 2025, decreased by $5.7 million, or 32%, to $11.9 million[148]. - For the nine months ended September 30, 2025, gross profit decreased by $124.7 million, or 14%, primarily due to the decrease in revenue[138]. Operating Income and EBITDA - Operating income for the three months ended September 30, 2025, increased to $21.8 million, a 179% increase compared to the same period in 2024[150]. - Adjusted EBITDA for the three months ended September 30, 2025, increased by $4.3 million, or 12%, to $39.7 million[152]. - Adjusted EBITDA for the three months ended September 30, 2025, was $39,682,000, compared to $35,409,000 in 2024, reflecting an increase of $4,273,000[172]. Cash Flow and Liquidity - Total cash and cash equivalents as of September 30, 2025, were $340,689,000, down from $416,434,000 at December 31, 2024[175]. - Long-term debt, net as of September 30, 2025, was $497,457,000, slightly up from $496,840,000 at December 31, 2024[175]. - For the nine months ended September 30, 2025, net cash provided by operating activities was $74.989 million, a decrease from $115.904 million in 2024, reflecting changes in working capital and non-cash adjustments[176]. - The company believes its existing cash and expected positive cash flows will be sufficient to fund its normal operating requirements for the next twelve months[188]. - The company may consider additional liquidity options, including revolving credit facilities, which could impose operating and financial covenants[189]. Shareholder Returns - The company repurchased 6.7 million shares of its Class A Common Stock for $102.7 million at an average price of $15.31 per share during the nine months ended September 30, 2025[179]. - The company repurchased an additional 0.6 million shares at an average price of $14.51 per share from October 1, 2025, to October 31, 2025[184]. Tax and Interest - The effective income tax rate for the three months ended September 30, 2025, was 49%, significantly higher than the statutory rate of 21% due to changes in tax laws and state taxes[161]. - Interest expense for the three months ended September 30, 2025, was $5,069,000, showing no significant change from $5,045,000 in 2024[157]. - Interest income included in other income for the three months ended September 30, 2025, was $3,800,000, down from $5,100,000 in 2024[159]. - The company reported a net income tax provision of $10,198,000 for the three months ended September 30, 2025, compared to a benefit of $26,612,000 in 2024[160]. Market and Operational Metrics - Average Monthly Active Pros decreased by 34, or 22%, to 118 in the three months ended September 30, 2025, compared to 152 in the same period of 2024[131]. - The number of Service Requests decreased by 346, or 8%, to 4,144 in the three months ended September 30, 2025, compared to 4,490 in the same period of 2024[131]. - The number of Acquired Pros decreased by 12, or 35%, to 22 in the three months ended September 30, 2025, compared to 34 in the same period of 2024[131]. Future Commitments - The company entered into a three-year cloud computing contract with expected payments of $19.5 million within the next twelve months and approximately $44.5 million by September 2028[185]. - Capital expenditures for 2025 are expected to increase by approximately 20% compared to 2024, which had capital expenditures of $50.5 million[186]. Other Income - Other income, net for the three months ended September 30, 2025, increased to $13,737,000 from $4,090,000 in 2024, representing a $9,647,000 increase[158]. - The company reported a provision for credit losses of $37.3 million and depreciation of $32.1 million for the nine months ended September 30, 2025[177]. Risk Management - There have been no material changes to the company's instruments or positions sensitive to market risk since the last annual report[194].

Financial Performance - In Q3 2025, the company's sales decreased by $231 million, or 8%, to $2.694 billion compared to $2.925 billion in Q3 2024[179] - Gross profit in Q3 2025 was $983 million, representing a decrease of $69 million, or 7%, with a gross margin of 36.5%[180] - Total sales for the first nine months of 2025 decreased by $412 million, or 5%, to $8.301 billion compared to $8.713 billion in the 2024 period[216] - Net income attributable to IFF shareholders decreased by 31% to $40 million, with diluted earnings per share of $0.16[181] - Adjusted Operating EBITDA for the total company decreased by 5% in the first nine months of 2025 compared to the prior year[238] Segment Performance - The Taste segment reported sales of $635 million, a 2% increase from $623 million in the prior year, driven by price increases[184] - The Food Ingredients segment saw a 2% decrease in sales to $830 million compared to $843 million in Q3 2024[183] - The Scent segment experienced a 6% increase in sales to $652 million, up from $613 million in the previous year[183] - Health & Biosciences sales increased by $9 million, or 2%, to $577 million in 2025, remaining flat on a comparable currency neutral basis[186] - Pharma Solutions sales decreased by $432 million, or 54%, to $369 million in 2025, with a comparable currency neutral increase of 12%[224] Expenses and Cost Management - R&D expenses increased by 7% to $174 million in Q3 2025, reflecting the company's commitment to product development[181] - Selling and administrative expenses decreased by 15% to $421 million, contributing to improved operational efficiency[181] - Cost of sales decreased by $162 million to $1.711 billion, representing 63.5% of sales in Q3 2025, down from 64.0% in Q3 2024[190] - R&D expenses increased by $12 million to $174 million, accounting for 6.5% of sales in Q3 2025, compared to 5.5% in Q3 2024[191] - S&A expenses decreased by $74 million to $421 million, representing 15.6% of sales in Q3 2025, down from 16.9% in Q3 2024[192] Tax and Financial Ratios - The effective tax rate for Q3 2025 was 26.8%, down from 37.9% in the prior year, indicating a favorable tax environment[181] - The effective tax rate decreased to 10.1% for the nine months ended September 30, 2025, down from 22.7% in the prior year[236] - The effective tax rate for Q3 2025 was 26.8%, down from 37.9% in Q3 2024, primarily due to tax impacts from divestitures[199] - As of September 30, 2025, the company had a net debt to credit adjusted EBITDA ratio of 2.53 to 1.0, compliant with financial covenants[265] Cash Flow and Capital Management - Cash and cash equivalents increased to $621 million as of September 30, 2025, compared to $471 million at December 31, 2024[251] - Cash flows from operating activities for the nine months ended September 30, 2025 were $532 million, or 6.4% of sales, down from $681 million, or 7.8% of sales in the prior year[253] - Cash flows from investing activities increased significantly to $2.426 billion in 2025, compared to $607 million in 2024, primarily due to higher net proceeds from divestitures[254] - Cash flows used in financing activities rose to $2.891 billion in 2025 from $1.444 billion in the prior year, driven by a $2.0 billion cash purchase of outstanding Senior Notes[256] - The company paid dividends totaling $306 million in 2025, with a declared cash dividend per share of $0.40 in Q3 2025[257] Debt and Financing - Total debt as of September 30, 2025 was $6.081 billion, with net debt at $5.460 billion after accounting for cash and cash equivalents[268] - The company had $5.636 billion in senior unsecured notes outstanding, with effective interest rates ranging from 1.56% to 5.12%[269] - The company anticipates that cash flows from operations and planned business divestitures will be sufficient to meet investing and financing needs, including debt service requirements[259] Risk Management - The company faces risks related to currency fluctuations and devaluations in its principal foreign markets, which could impact operations[284] - The company is focused on managing risks related to the adoption of artificial intelligence in its business operations[284] - The company is exposed to economic, regulatory, and political risks associated with its international operations[284] - The company must comply with U.S. and foreign environmental protection laws, which could incur costs[284] - There are no material changes in market risk from the previous disclosures, except for the cross currency swap agreements[285] Sustainability and Compliance - The company is focused on sustainability and must meet increasing customer and regulatory demands in this area[284] - The ability to declare and pay dividends is subject to various considerations, impacting shareholder returns[284] - The company utilizes derivative instruments as part of its interest rate risk management strategy[286] - As of September 30, 2025, the aggregate fair value of the company's cross currency swaps was $240 million, indicating a liability position[286] - A hypothetical 10% change in the value of the U.S. dollar against the Euro would result in an estimated fair value change of approximately $163 million for the cross currency swaps[286]

Financial Performance - Par Pacific reported net income of $262.6 million, or $5.16 per diluted share, for Q3 2025, compared to $7.5 million, or $0.13 per diluted share, in Q3 2024[3]. - Adjusted Net Income for Q3 2025 was $302.6 million, including a small refinery exemption (SRE) impact of $195.9 million, compared to an Adjusted Net Loss of $(5.5) million in Q3 2024[3][7]. - Adjusted EBITDA for Q3 2025 was $372.5 million, including an SRE impact of $202.6 million, compared to $51.4 million in Q3 2024[3][7]. - Revenues for Q3 2025 were $2,012,936, a decrease of 6.1% from $2,143,933 in Q3 2024[29]. - Operating income increased significantly to $358,516 in Q3 2025, compared to $36,431 in Q3 2024, reflecting a substantial improvement in operational efficiency[29]. - Net income for the nine months ended September 30, 2025, was $291,691, up from $22,373 in the same period of 2024, indicating a strong recovery[29]. - Adjusted EBITDA for the nine months ended September 30, 2025, reached $520,456, compared to $227,727 for the same period in 2024, reflecting strong operational performance[46]. - Basic Adjusted Net Income per common share for the three months ended September 30, 2025, was $6.10, compared to a loss of $0.10 in the same period of 2024[49]. Segment Performance - The Refining segment reported operating income of $340.8 million in Q3 2025, including an SRE impact of $199.5 million, compared to $19.0 million in Q3 2024[5]. - Adjusted Gross Margin per barrel for the refining segment was $24.76 in Q3 2025, significantly higher than $7.79 in Q3 2024, indicating enhanced profitability[30]. - Adjusted Gross Margin for Refining, Logistics, and Retail segments for the three months ended September 30, 2025, was $450,315, $42,995, and $43,492 respectively, compared to $142,193, $36,284, and $42,615 for the same period in 2024, indicating significant growth[43]. - Operating Income for the Refining segment for the nine months ended September 30, 2025, was $397,368, up from $82,811 in 2024, showcasing a robust increase[44]. - The operating income for the Logistics segment for the nine months ended September 30, 2025, was $75,817, up from $64,579 in the same period of 2024, indicating an increase of about 19%[53]. Liquidity and Debt - Total liquidity increased by approximately 14% during the quarter to $735.2 million at September 30, 2025[20]. - Total debt decreased to $967,093 as of September 30, 2025, from $1,112,967 at the end of 2024, showing improved financial health[29]. - Working capital increased to $519,548 as of September 30, 2025, compared to $488,940 at the end of 2024, indicating better liquidity[29]. Market Conditions - The Hawaii Index averaged $10.27 per barrel in Q3 2025, compared to $4.49 per barrel in Q3 2024[8]. - The Montana Index, also introduced in 2025, showed an average of $17.99 in Q3 2025, up from $15.32 in Q3 2024, reflecting better local market conditions[36]. - The Washington Index reported an average of $16.66 in Q3 2025, compared to $4.47 in Q3 2024, highlighting improved market dynamics[36]. - The Wyoming Index averaged $19.87 in Q3 2025, an increase from $17.56 in Q3 2024, indicating positive trends in the Wyoming market[36]. - Crude oil prices for Brent averaged $68.17 in Q3 2025, down from $78.71 in Q3 2024, while WTI averaged $64.97 compared to $75.27 in the same period[33]. Operational Efficiency - The Hawaii Refinery achieved a total yield of 96.8% in Q3 2025, compared to 96.6% in Q3 2024, demonstrating consistent operational performance[32]. - Feedstocks throughput for the total refining segment was 197.7 Mbpd in Q3 2025, slightly down from 198.4 Mbpd in Q3 2024[30]. - Adjusted Gross Margin excluding SRE impact for the Montana Refinery was $16.66 in Q3 2025, up from $12.42 in Q3 2024, reflecting improved operational efficiency[32]. - The company recognized a non-cash deferred tax expense of $72.7 million for the three months ended September 30, 2025, related to deferred state and federal tax liabilities[46]. Stock and Acquisitions - Par Pacific repurchased $16.4 million of common stock at a weighted average price of $31.57 per share during Q3 2025[20]. - Par Pacific closed the Hawaii Renewables joint venture in October 2025, receiving cash proceeds of $100 million[4][7]. - The company incurred $1,973 in acquisition and integration costs for the three months ended September 30, 2025, compared to a loss of $23 in the same period of 2024[46]. - The acquisition and integration costs for Corporate and Other for the nine months ended September 30, 2025, were $1,973, compared to $68 in the same period of 2024, showing a substantial increase in expenses[53].

Investment Income - Total investment income for Q2 2025 was $25.3 million, an increase of 7.4% from $23.5 million in Q1 2025[2] - Net investment income decreased to $4.3 million, or $0.11 per share, down 52.9% from $9.1 million, or $0.25 per share in the previous quarter[2][3] - Cash distribution per common share from net investment income was $0.24, down 11.1% from $0.27 in the previous quarter[2] Expenses - Total expenses rose to $21.0 million, a 45.3% increase from $14.5 million in Q1 2025, primarily due to higher accruals for capital gains-based incentive fees[2][5] Net Assets and Valuation - Net unrealized appreciation of investments was $54.4 million, contributing to a net increase in net assets resulting from operations of $28.7 million, a 269.4% increase from $7.8 million in Q1 2025[2][6] - Net asset value per common share increased to $13.53, up 4.2% from $12.99 in the previous quarter[2][6] Investments and Transactions - The company invested $67.6 million in Global GRAB Technologies, Inc. and restructured a $20.0 million loan with J.R. Hobbs Co., resulting in a realized loss of $29.9 million[7] - The company sold 2,238,361 shares under its ATM program, raising approximately $31.1 million at a weighted-average price of $14.10 per share[3][9] - Total investments at fair value increased to $1.13 billion, a 9.1% rise from $1.04 billion in the previous quarter[2] - The number of portfolio companies increased to 28, up from 27 in the previous quarter[2]

Business Transactions - The company completed the sale of its Kidney Care business to Carlyle for an aggregate purchase price of $3.80 billion, receiving approximately $3.71 billion in pre-tax cash proceeds at closing [167]. - The company completed the sale of its BioPharma Solutions business for cash proceeds of $3.96 billion, using the after-tax proceeds to repay debt obligations [172]. - The company repaid $3.81 billion of short- and long-term indebtedness during the first nine months of 2025, primarily from the sale of its Kidney Care business [258]. Financial Performance - The company reported a net loss attributable to stockholders of $(46) million, or $(0.09) per diluted share, for the three months ended September 30, 2025, compared to a net income of $140 million, or $0.27 per diluted share, for the same period in 2024 [181]. - For the nine months ended September 30, 2025, the company reported a net income of $171 million, or $0.33 per diluted share, compared to a net loss of $(137) million, or $(0.27) per diluted share, for the same period in 2024 [182]. - The company reported a net loss from continuing operations of $(51) million, or $(0.10) per diluted share, for the three months ended September 30, 2025 [183]. - Total net sales for the three months ended September 30, 2025, were $2,835 million, a 5% increase from $2,699 million in 2024 [186]. - Other revenues for the three months ended September 30, 2025, were $101 million, significantly up from $17 million in the prior year [205]. - Total reportable segment operating income was $433 million in Q3 2025, down from $462 million in Q3 2024 [236]. Segment Performance - In the third quarter of 2025, sales in the United States increased by 3% to $1,544 million, while emerging markets saw a 2% increase to $355 million [186]. - The Medical Products & Therapies segment reported net sales of $1,329 million, a 1% decrease compared to $1,342 million in the same period last year [190]. - Infusion Therapies & Technologies net sales decreased by 4% in the third quarter of 2025, primarily due to lower Novum LVP pump sales [192]. - Advanced Surgery segment net sales increased by 13% in the third quarter of 2025, driven by growth in hemostats and sealants [193]. - Healthcare Systems & Technologies segment net sales increased by 3% in the third quarter of 2025, reaching $773 million [197]. - Pharmaceuticals segment net sales increased by 7% in the third quarter of 2025, totaling $632 million [202]. - Drug Compounding net sales increased by 12% in the third quarter of 2025, driven by improved product mix and increased demand [204]. Expenses and Margins - Gross margin for Q3 2025 was $950 million, representing 33.5% of net sales, down from $1,033 million (38.3%) in Q3 2024, a decrease of 8.0% [209]. - SG&A expenses for Q3 2025 were $708 million, or 25.0% of net sales, compared to $754 million (27.9%) in Q3 2024, a reduction of 6.1% [209]. - R&D expenses for Q3 2025 totaled $118 million, accounting for 4.2% of net sales, down from $129 million (4.8%) in Q3 2024, an 8.5% decrease [209]. - For the nine months ended September 30, 2025, gross margin was $2,802 million (33.9%), down from $3,025 million (38.4%) in the same period of 2024, a decline of 7.4% [210]. - SG&A expenses for the nine months ended September 30, 2025, were $2,129 million (25.7%), compared to $2,206 million (28.0%) in 2024, a decrease of 3.5% [210]. - R&D expenses for the nine months ended September 30, 2025, were $392 million (4.7%), slightly up from $379 million (4.8%) in 2024, an increase of 3.4% [210]. Special Items and Adjustments - The company incurred special items that adversely impacted net income by $401 million, or $0.78 per diluted share, for the three months ended September 30, 2025 [181]. - Special items negatively impacted the gross margin ratio by approximately 5.9 percentage points in Q3 2025 and 6.7 percentage points for the nine months ended September 30, 2025 [211]. - Business optimization charges for Q3 2025 amounted to $38 million, compared to $18 million in Q3 2024, reflecting restructuring efforts post-sale of the Kidney Care segment [212]. - The company expects to incur additional pre-tax costs of approximately $1 million related to ongoing business optimization initiatives [220]. Cash Flow and Debt - Cash flows from operations for the nine months ended September 30, 2025 were $355 million, down from $376 million in the same period of 2024, affected by increased inventory levels [246]. - Cash used in financing activities for the nine months ended September 30, 2025 included debt repayments of $3.51 billion, compared to $827 million in the same period of 2024 [248]. - As of September 30, 2025, the company had $1.73 billion of cash and cash equivalents available to meet operating requirements [258]. - The company had $645 million outstanding under its U.S. Dollar-denominated term loan credit facility, which matures in 2027 [252]. - The Multicurrency Revolver has a maximum capacity of $2.20 billion and matures in 2030, with no borrowings outstanding as of September 30, 2025 [253]. Risks and Challenges - The company experienced challenges in its global supply chain due to Hurricane Helene, which disrupted operations at its North Cove facility [173]. - The company faced adverse impacts from global macroeconomic conditions, including high inflation rates, which have affected costs and customer order patterns [177]. - The company is exposed to foreign exchange risk with revenues generated outside the U.S. in multiple currencies, including Euro, British Pound, and Japanese Yen [273]. - The company faces risks related to the continuity and pricing of acceptable raw materials and component parts, impacting manufacturing and distribution [271]. - The company is subject to various risks including demand and market acceptance for new and existing products, competitive pressures, and challenges in predicting customer preferences [270]. Strategic Initiatives - The company has undertaken strategic actions, including the sale of its Kidney Care business and the acquisition of Hillrom, to achieve long-term financial improvement goals [270]. - The company is focused on developing and integrating artificial intelligence and other emerging technologies into its products and services [271]. Tax and Credit Ratings - Effective income tax rate was 142% for Q3 2025 compared to 12% for Q3 2024, influenced by an increase in liabilities for uncertain tax positions [224]. - Moody's revised the company's senior debt credit rating outlook from stable to negative during the third quarter of 2025 [260].

Company Overview - As of September 30, 2025, the company owned 97 lodging properties with a total of 14,577 guestrooms located in 25 states[179]. - The lodging property portfolio includes 49 properties under the Marriott brand, totaling 7,543 guestrooms, and 25 properties under the Hilton brand, totaling 3,887 guestrooms[187]. - The company operates under premium franchise brands including Marriott, Hilton, Hyatt, and IHG, with all properties managed by third-party companies[181]. - The company holds a 51% controlling interest in 41 lodging properties through a joint venture formed in July 2019[179]. - As of September 30, 2025, the company owned 100% of the outstanding equity interests in 53 of the 97 lodging properties[179]. Financial Performance - Total revenues for the three months ended September 30, 2025, were $177.1 million, a slight increase of 0.2% compared to $171.4 million in the same period of 2024[192]. - Room revenues decreased by $1.1 million, primarily due to a $5.6 million decrease in same-store revenues, offset by a $4.5 million increase from the acquisition of two properties[193]. - Total operating expenses increased by $4.8 million to $105.8 million, representing a 4.8% increase compared to $102.6 million in 2024[192]. - For the three months ended September 30, 2025, the net loss applicable to common shares was $12.8 million, compared to a net loss of $4.9 million for the same period in 2024[211]. - Funds From Operations (FFO) applicable to common shares and Common Units for the three months ended September 30, 2025, was $16.3 million, down from $23.1 million in 2024, representing a decrease of 29.9%[211]. - Adjusted Funds From Operations (AFFO) applicable to common shares and Common Units decreased by $6.4 million for the three months ended September 30, 2025, compared to the same period in 2024[214]. - The company recorded a loss on disposal of assets of $136, compared to a gain of $28.4 million in the prior year[204]. Revenue and Expenses - Key drivers of lodging revenue include changes in GDP, corporate profits, and consumer sentiment, with elevated inflation impacting operational costs[185]. - The company experienced a modest same-store revenue decline due to reduced government-related and inbound international travel, influenced by macroeconomic uncertainties[186]. - Occupancy rate remained stable at 73.7%, while Average Daily Rate (ADR) decreased by 2.9% to $158.25, leading to a 2.9% decrease in Revenue per Available Room (RevPAR) to $116.57[192]. - Room expenses increased by $1.7 million, driven by an $0.8 million increase in same-store room expenses due to higher labor and benefits costs[195]. - Property taxes, insurance, and other expenses increased by $0.9 million, primarily due to higher property tax expenses and a decrease in franchise tax refunds[197]. - Management fees rose by $0.4 million, reflecting amendments to property management agreements that resulted in lower fees in the prior year[197]. Capital Expenditures and Investments - Capital expenditures for the nine months ended September 30, 2025, were $56.4 million on a consolidated basis, with a pro rata portion of $48.7 million related to joint ventures[238]. - The company anticipates capital expenditures of approximately $60 million to $65 million on a pro rata basis during 2025[238]. - Cash used in investing activities for the nine months ended September 30, 2025, was $61.8 million, primarily due to $63.0 million of renovation and development expenditures[242]. Debt and Liquidity - As of September 30, 2025, the company had scheduled debt principal payments totaling $0.5 million in the next 12 months, alongside $287.5 million in convertible notes maturing in February 2026[224]. - The company closed a $275 million delayed draw term loan in March 2025 to refinance a significant portion of its convertible notes upon maturity[224]. - At September 30, 2025, total outstanding indebtedness was $1,433.5 million, which includes $20 million under a $400 million revolver and $200 million on a $200 million term loan[230]. - The company expects to maintain compliance with financial covenants and believes it will have adequate liquidity to meet scheduled maturities and principal repayments[225]. Share Repurchase and Tax Status - The company has authorized a share repurchase program of up to $50 million, with approximately $34.6 million remaining available for repurchase as of September 30, 2025[183][184]. - The company intends to distribute sufficient taxable income to maintain its REIT status, which requires distributing at least 90% of its REIT taxable income annually[228]. - Approximately $34.6 million is authorized for the repurchase of common stock under the 2025 Share Repurchase Program[229]. Interest Rates and Financial Instruments - At September 30, 2025, 69% of consolidated debt had fixed interest rates, while 31% had variable interest rates[246]. - An increase or decrease in interest rates of 1.0% would affect cash flows by approximately $4.5 million per year[247]. - The company entered into a $58 million interest rate swap in June 2025 to fix one-month term SOFR until May 2028[249]. - In August 2025, the GIC Joint Venture entered into two $150 million forward-starting interest rate swaps to fix one-month term SOFR until January 2028[250].

Exhibit 99.1 IGI Reports Third Quarter and First Nine Months of 2025 Unaudited Financial Results HAMILTON, Bermuda, November 4, 2025 -- International General Insurance Holdings Ltd. ("IGI" or the "Company") (NASDAQ: IGIC) today reported financial results for the third quarter and first nine months of 2025. Highlights for the third quarter and first nine months of 2025 include: (in millions of U.S. Dollars, except percentages and per share information) | | | | Quarter Ended September 30, | | | | Nine Months ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to______. Commission file number: 001-33059 FUEL TECH, INC. (Exact name of registrant as specified in its charter) Delaware 20-5657551 (State or ot ...