Financial Performance - As of September 30, 2025, the company reported a net loss of $954,647 for the three months ended, primarily due to a change in the fair value of warrant liability of $668,780 and general and administrative expenses of $291,304 [148]. - The company incurred transaction costs of $3,890,326 related to its Initial Public Offering, including $1,437,500 in underwriting commissions [156]. - For the three months ended September 30, 2025, the company incurred $30,000 in administrative service fees, and for the nine months, it incurred $90,000 [167]. - The company incurred $215,000 in accrued costs and expenses related to administrative service fees [167]. Business Combination - The company has extended its business combination period to February 15, 2026, allowing additional time to complete a business combination [142]. - The company has until February 15, 2026, to complete the proposed Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed by this date [169]. - The company may need to raise additional funds to meet operating expenditures and complete its business combination, which could involve issuing additional securities or incurring debt [165]. - The company has not commenced any operations and will not generate operating revenues until after completing a business combination [147]. - The company had an outstanding balance of $400,000 under the Instinct Note as of September 30, 2025, which is payable upon consummation of a business combination [164]. - Approximately $786,345 remained in the Trust Account as of September 30, 2025, which is intended to be used for the initial business combination [159]. Capital Structure - The company generated gross proceeds of $143,750,000 from its Initial Public Offering of 14,375,000 Units at $10.00 per Unit [153]. - The company had 62,488 Public Shares outstanding as of September 30, 2025, following multiple redemptions by stockholders [159]. - The company will pay A.G.P. a fee of 3.5% of the gross proceeds of the Initial Public Offering, totaling $5,031,250, upon consummation of the initial Business Combination [168]. Financial Position - As of September 30, 2025, the company had a working capital deficit of $2,863,206 and only $21,280 in its operating bank account [153]. - As of September 30, 2025, the company did not have any off-balance sheet arrangements [180]. - The company has not made adjustments to the carrying amounts of assets or liabilities in the event of liquidation after the applicable extension date [169]. Valuation and Accounting - The valuation of Public Warrants is based on a traded market, while Private Placement Warrants are valued using a Monte Carlo options pricing model [175]. - The estimates used to calculate the fair value of derivative assets and liabilities may change significantly based on stock price and other assumptions [176]. - The adoption of ASU 2023-07 has not had a material impact on the company's financial statements and disclosures [178]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [170].

Revenue Performance - For Q3 2025, ClearSign Technologies recognized approximately $1 million in revenues, a decrease from approximately $1.9 million in Q3 2024, primarily due to a large order shipped in the prior year[7]. - The year-over-year order volume has increased, with Q3 2025 revenue driven by multiple spare parts orders and engineering services, indicating a successful diversification strategy[8]. - Spare parts sales contributed approximately $300,000 to revenue this quarter, indicating a growing and consistent revenue stream as more equipment is installed[78]. - ClearSign expects to see a proportional increase in spare parts revenue as the installed base of equipment grows, contributing to overall profitability[78]. Financial Performance - The net loss for Q3 2025 increased by approximately $274,000 compared to Q3 2024, but the gross margin improved by approximately 6.1 percentage points year-over-year[9]. - Net cash used in operations for Q3 2025 was approximately $1.8 million, up from $1.4 million in Q3 2024, with cash and cash equivalents at approximately $10.5 million as of September 30, 2025[10]. Product Development and Innovation - The company is developing a new burner technology capable of running on 100% natural gas to 100% hydrogen, with significant testing completed at the Zeeco test facility[20][23]. - The DOE SBIR project for developing a range of burners is nearing completion, with validation of scaling criteria underway to support future product lines[23]. - ClearSign is actively promoting its new burner developed from the SBIR program, which is expected to open new market opportunities and enhance customer engagement[69]. - The company is developing a burner capable of operating on a wide range of fuel mixtures, including 100% hydrogen, which positions it well for future market demands[75]. Market Demand and Customer Engagement - ClearSign has seen an uptick in order flow across major product lines, driven by customer trust and ongoing regulatory pressures in key markets like Texas and California[13]. - Regulatory changes in Texas and California are driving increased interest in ClearSign's products, particularly in the US Gulf Coast refining and petrochemical market[79]. - The company has received a testing order from a petrochemical client for a 100% hydrogen-capable burner, indicating strong interest in future deployment[19]. - ClearSign's focus on product development is aimed at addressing customer needs and expanding into new applications within the process field[69]. Strategic Partnerships and Collaborations - The partnership with Zeeco is progressing well, with extensive testing and fabrication support for ClearSign's burners, leading to increased proposals from Zeeco's sales teams[62]. - ClearSign Technologies is manufacturing 26 burners at Zeeco, with a focus on shipping them by year-end, which is expected to generate over $2 million in revenue[64]. Orders and Contracts - ClearSign Technologies received a new order for engineering services from a super major customer for the retrofit of two process heaters, involving a total of 32 ClearSign Core burners[29]. - The company has also secured an order for 36 ClearSign Core burners from an integrated petroleum producer for installation at the US Gold Coast refinery, emphasizing the importance of NOx emissions in the project[38][40]. - ClearSign has received purchase orders from three out of five to seven global super-majors, indicating strong market penetration[44]. - The M-series product line, particularly the M25 burner, is designed for retrofit applications and has received positive reception, with multiple proposals still in the pipeline[48]. - The company has received its fourth order for a flare system, with potential revenue from this order estimated between $150,000 to $500,000, depending on the components supplied[55]. Marketing and Promotion - ClearSign is leveraging social media for promotion and client engagement, indicating a strategic shift towards enhanced communication[82]. - The company is experiencing increased interest in its products, particularly the M-Series and flare products, which are expected to provide quicker revenue recognition compared to larger process burner orders[68].

Financial Performance - The company recorded a net loss of $222.187 million for the three months ended September 30, 2025, compared to a net loss of $77.686 million in the same period of 2024 [632]. - Total operating expenses for the three months ended September 30, 2025, were $172.588 million, significantly higher than $3.763 million in the same period of 2024, largely due to asset impairment and increased operational costs [632]. - Revenue for the three months ended September 30, 2025, increased by $28 thousand (311.1%) to $37 thousand compared to $9 thousand in the same period of 2024, primarily due to higher automotive sales revenue [634]. - For the nine months ended September 30, 2025, revenue increased by $103 thousand (33.9%) to $407 thousand compared to $304 thousand in the same period of 2024, driven by $37 thousand in automotive sales and $370 thousand in leasing revenue [635]. - The company reported a $138.5 million impairment loss related to long-lived assets for the three months ended September 30, 2025, primarily due to updated operational plans and production forecasts [660]. - The company has an accumulated deficit of $4,671.5 million and an unrestricted cash balance of $62.9 million as of September 30, 2025 [690]. Research and Development - Research and development expenses are expected to increase as the company focuses on the FF 92 and FX Series vehicles, following substantial completion of R&D for the FF 91 [620]. - Research and development expenses for the three months ended September 30, 2025, increased by $1.5 million (28.2%) to $6.640 million compared to $5.180 million in the same period of 2024, driven by higher operating consumables and equipment rental costs [640]. - The company is focusing on final validation and production readiness of the FX Super One vehicle, with ongoing R&D efforts aimed at enhancing vehicle performance and safety systems [641]. Product Development and Launch - The FF 91 series is currently being manufactured at the FF ieFactory California, with ongoing limited deliveries while reallocating resources towards the FF 92 upgrade and FX Super One development [575]. - The FX Super One is designed as the first "First Class AI-MPV," targeting a new market segment with advanced AI features and a goal of delivering "twice the performance at half the price" [575]. - The planned FF 92 upgrade program is in the research and development stage and aims to maintain the company's competitive edge in the ultra-luxury electric vehicle segment [575]. - The FX Super One features advanced AI technologies, including a voice interaction system based on large language models [577]. - The company commenced deliveries of the FF Series, specifically the FF 91 model, and is preparing for full-scale production of the FX Series, including the Super One model [691]. Market Strategy and Expansion - The company has established operations in the UAE to support assembly and sales for FF 91 series vehicles, further expanding its presence in the Middle East [566]. - The company has implemented a dual-home market strategy, integrating U.S. technological innovation with China's supply chain capabilities [569]. - The company is exploring potential manufacturing opportunities in China through joint ventures or other arrangements [565]. - The company aims to leverage its Eco Artificial Intelligence (EAI) mobility ecosystem with blockchain initiatives to create new value channels for users and investors [569]. - The company is expanding its U.S. and Middle East operations, with its Ras Al Khaimah facility ready for occupancy to support FX Super One production [577]. Financing and Capital Management - The Company secured approximately $105 million in new cash financing in July 2025, primarily through unsecured convertible notes and warrants [581]. - The Company raised over $100 million in total capital since September 2024 [585]. - The company expects to fund ongoing operations through various financing alternatives, including equipment financing and equity offerings, until sufficient revenue is generated from product sales [604]. - The anticipated start of FX Series production is expected to generate new revenue streams and enhance operational performance [701]. - The company projects substantial additional funds will be required to continue operations and support production of the FF 91 and FX Series vehicles [701]. Compliance and Governance - The company regained full compliance with Nasdaq's listing requirements in September 2025 [589]. - The Board approved the issuance of up to 61.9 million shares of Class A Common Stock under the March 2025 Securities Purchase Agreement [585]. - The Company confirmed it will not pursue a reverse stock split unless required for Nasdaq compliance [585]. - The company qualifies as a "smaller reporting company" and is not required to provide certain market risk disclosures [728]. Inventory and Revenue Recognition - The company recorded approximately $7.1 million in inventory reserve additions for the three months ended September 30, 2025, increasing the total inventory reserve from approximately $2.8 million in 2024 to approximately $14.2 million in 2025 [637]. - Customer deposits amounted to $4.1 million as of September 30, 2025, up from $3.0 million as of December 31, 2024, reflecting an increase in vehicle reservations driven by the launch of the FX Super One vehicle [613]. - The company recognizes revenue from automotive sales upon delivery, with payments typically received at that point [607]. - Deferred revenue related to products and services was insignificant as of September 30, 2025 [616]. Accounting Estimates and Risks - Management's estimates for financial statements are based on historical experience and reasonable assumptions, affecting reported amounts of assets and liabilities [723]. - Actual results may differ significantly from management's estimates due to changes in accounting estimates and current global macroeconomic conditions [724]. - Critical accounting estimates involve significant estimation uncertainty and may materially impact financial condition or results of operations [725]. - No major changes to critical accounting estimates have occurred that materially impact the financial statements as of the report date [726].

Financial Performance - ARR increased by 10% to $2.48 billion in FY'25 compared to FY'24, with an 8.5% growth on a constant currency basis[149] - Revenue grew by 19% to $2.74 billion in FY'25, reflecting an 18% increase on a constant currency basis[151] - Operating income rose by 67% to $982.4 million in FY'25, with a non-GAAP operating income increase of 46% to $1.30 billion[157] - Diluted earnings per share surged by 95% to $6.08 in FY'25, with non-GAAP diluted earnings per share increasing by 56% to $7.94[157] - Total recurring revenue increased by 22% to $2.60 billion in FY'25, with a 21% increase on a constant currency basis[157] - License revenue grew by 44% to $1.16 billion, while support and cloud services revenue increased by 8% to $1.47 billion[164] - Income before income taxes surged by 96% to $920.2 million in FY'25 compared to $469.0 million in FY'24[184] - Non-GAAP net income for FY'25 was $958.8 million, up from $613.4 million in FY'24, which is an increase of approximately 56.2%[226] Cash Flow and Expenses - Cash provided by operating activities grew by 16% to $868 million in FY'25, with free cash flow also increasing by 16% to $857 million[150] - Total operating expenses increased by 4% to $1,311.9 million in FY'25 from $1,265.6 million in FY'24[177] - Research and development expenses rose by 6% to $457.7 million, accounting for 17% of total revenue in FY'25, down from 19% in FY'24[177] - Cash provided by operating activities increased by $118 million to $867.7 million in FY'25, attributed to higher collections and lower interest payments[195] - Free cash flow for FY'25 was reported at $856.7 million, compared to $735.6 million in FY'24, reflecting an increase of approximately 16.5%[226] Debt and Shareholder Returns - Total debt decreased to $1,200.0 million in FY'25 from $1,752.6 million in FY'24, reflecting a reduction in outstanding debt[198] - The company repurchased 1.65 million shares for $300 million in FY'25, with plans to repurchase approximately $150 to $250 million per quarter in FY'26[201] Tax and Future Obligations - Future contractual obligations include approximately $188.8 million, with $91.9 million expected to be paid in FY'26[205] - The company expects material positive cash impact from changes in U.S. tax law starting in FY'26 and FY'27[190] - As of September 30, 2025, the company has unrecognized tax benefits amounting to $157.7 million, with a reduction of $109.2 million expected within the next 12 months[242] Interest and Currency Exposure - Interest expense decreased by 36% to $77.0 million in FY'25, driven by lower debt balances and interest rates[179] - A 100 basis point change in interest rates would impact annual earnings and cash flows by approximately $7 million[268] - Approximately 50% of the company's revenue and 35% of its expenses were transacted in currencies other than the U.S. Dollar[261] - A $0.10 change in the USD to EUR exchange rate would impact operating income by approximately $44 million[261] - The company uses foreign currency forward contracts primarily denominated in Euro, Japanese Yen, and Indian Rupee to manage foreign currency exposure[263] Other Financial Metrics - Gross margin improved by 24% to $2.29 billion, with total gross margin percentage rising to 84% in FY'25[172] - The GAAP operating margin improved to 35.9% in FY'25 from 25.6% in FY'24, showing a notable increase of 10.3 percentage points[228] - Non-GAAP operating margin for FY'25 was 47.5%, compared to 38.9% in FY'24, indicating a rise of 8.6 percentage points[228] - Stock-based compensation expense for FY'25 was $216.2 million, slightly down from $223.5 million in FY'24[226] - The company recognized a $13.1 million gain related to contingent consideration in FY'25, associated with the sale of a portion of its PLM services business[226] Foreign Currency Impact - The company experienced an unfavorable impact of $2.4 million from foreign currency exchange rates on consolidated cash balances in FY'25[270] - In FY'24, the company had a favorable impact of $3.2 million from foreign currency exchange rates on consolidated cash balances[270] - Changes in foreign currencies, particularly the Japanese Yen, Indian Rupee, and Swedish Krona, significantly influenced cash balances[270] - Interest income is subject to fluctuations based on market interest rates and levels of cash available for investment[270] - The company noted that interest income would decrease in a declining interest rate environment and increase in a rising interest rate environment[270] - The U.S. Federal Reserve Board, European Central Bank, and Bank of England have altered benchmark interest rates, affecting market interest rates[270] - Fluctuations in interest income earned on cash and cash equivalents are expected to continue[270]

Financial Performance - Net income for the third quarter of fiscal 2025 was $48.7 million, or $0.97 per share, compared to $44.2 million, or $0.89 per share for the same quarter last year, representing an increase of 10.1% in net income [3][6]. - Net sales for the 13-week fiscal quarter ended November 1, 2025, increased by 9.3% to $320.8 million from $293.6 million in the prior year [4]. - Comparable store net sales for the same quarter increased by 8.3% compared to the prior year [4]. - For the 39-week fiscal period ended November 1, 2025, net sales increased by 7.2% to $898.7 million from $838.5 million in the prior year [5]. - Comparable store net sales for the 39-week period increased by 6.3% compared to the previous year [5]. Online Sales - Online sales for the quarter rose by 13.6% to $53.0 million, up from $46.6 million in the previous year [4]. - Online sales for the 39-week period rose by 11.6% to $142.9 million, compared to $128.0 million in the prior year [5]. Assets and Cash Position - Total assets as of November 1, 2025, were $1,078.4 million, an increase from $976.3 million at the end of the previous fiscal year [13]. - Cash and cash equivalents increased to $316.2 million from $301.9 million in the previous year [13]. Store Operations - The company operated 444 retail stores in 42 states as of the end of the fiscal quarter, a decrease from 445 stores in the same period last year [9].

Financial Performance - In fiscal 2025, consolidated sales reached $1,795,737,000, a decrease of 4.5% from $1,880,896,000 in 2023[15] - The Memorialization segment generated sales of $809,514,000 in 2025, down from $842,997,000 in 2023, reflecting a decline of 3.9%[15] - Industrial Technologies sales were $342,229,000 in 2025, a significant drop of 32.3% from $505,751,000 in 2023[15] - Brand Solutions segment sales decreased to $345,946,000 in 2025 from $532,148,000 in 2023, marking a decline of 34.9%[15] - The Company generated approximately 30% of its sales from international markets in fiscal 2025, indicating a strong reliance on non-U.S. revenue sources[67] - Adjusted EBITDA for fiscal 2025 was $187.5 million, compared to $205.2 million in fiscal 2024, reflecting declines across segments[174] - The net loss for fiscal 2025 was $24.5 million, an improvement from a net loss of $59.7 million in fiscal 2024[184] - Gross profit for fiscal 2025 was $507.6 million, down from $529.7 million in fiscal 2024, influenced by lower sales and higher material costs[171] - Selling and administrative expenses for fiscal 2025 were $467.2 million, a decrease from $488.3 million in fiscal 2024, but as a percentage of sales, they increased to 31.2% from 27.2%[173] Segment Performance - The Memorialization segment is a leading manufacturer of caskets and related funeral home products, with a comprehensive product line to meet diverse customer needs[21][32] - The Industrial Technologies segment includes high-tech custom energy storage solutions and warehouse automation technologies, catering to major vehicle producers and tier 1 battery manufacturers[35][36] - Memorialization segment adjusted EBITDA increased to $169.5 million in fiscal 2025 from $162.6 million in fiscal 2024, driven by improved price realization[174] - Industrial Technologies segment adjusted EBITDA decreased to $27.9 million in fiscal 2025 from $39.7 million in fiscal 2024, primarily due to lower sales[174] - Brand Solutions segment adjusted EBITDA dropped to $40.3 million in fiscal 2025 from $61.6 million in fiscal 2024, impacted by the divestiture of the SGK Business[174] Market and Economic Conditions - The U.S. government announced a 10% tariff on product imports from almost all countries effective April 2, 2025, which could adversely affect the Company's operating results[76] - Changes in mortality and cremation rates may impact the Company's cash flows and revenues, with an expected increase in cremation rates benefiting the Memorialization segment[80] - The Company faces competitive pressures, including increased offshore manufacturing, primarily from China, which may affect future results[81] - The Company is subject to various risks related to economic conditions, which could negatively impact sales volume and revenues due to factors like consumer confidence and global pandemics[109] Legal and Regulatory Risks - The Company is facing significant legal challenges from Tesla, including allegations of trade secret misappropriation and breach of contract, which could adversely affect its financial condition and operating results[93] - The Company does not expect ongoing legal matters to have a material adverse effect on its financial condition or results of operations[142] - The Company is subject to extensive environmental laws and regulations, which may lead to unforeseen expenses and liabilities that could materially affect its business[96] - Compliance with data privacy laws such as GDPR and CCPA may incur substantial operational costs and could result in significant penalties if not adhered to[101] - The Company operates in a regulated environment, and non-compliance with laws could result in sanctions that materially affect its business[103] Supply Chain and Operational Challenges - The Company relies on limited suppliers for critical components, which may lead to supply chain disruptions and increased costs[83] - Customer delays in the energy storage business have impacted project timing and invoicing delays[211] - Labor shortages and increased labor costs could adversely affect the Company's operations and financial results[111] - The Company relies on third-party providers for critical IT services, and any failure in these services could disrupt operations and harm its business[99] Intellectual Property and Technology - The Company holds over 100 domestic and foreign patents, continuously assessing and expanding its intellectual property portfolio[48] - The Company is actively pursuing additional patent filings and developing processes to safeguard its trade secrets and intellectual property assets[48] - The Company must keep pace with technological changes to maintain its competitive position, and failure to do so may hinder its ability to develop and market new products[100] - The Company has established an Artificial Intelligence Council to ensure ethical and effective use of AI across its business[128] Financial Position and Capital Management - The Company has $300.0 million in 8.625% senior secured second lien notes due October 1, 2027, which may face refinancing challenges due to higher interest rates[74] - Cash used in financing activities for the year ended September 30, 2025, was $144.3 million, significantly higher than $35.0 million in 2024 and $50.2 million in 2023, primarily due to long-term debt repayments of $67.0 million[190] - The Company has a stock repurchase program with an authorization for an additional 5,000,000 shares during fiscal year 2025, with 5,043,567 shares remaining available for repurchase as of September 30, 2025[153] - The Company has 1,250,000 shares remaining for sale under its At-The-Market equity offering program, with no near-term intention to utilize this program[210] Cybersecurity and Risk Management - The Company has implemented a comprehensive cybersecurity program to protect its information systems and manage risks from cybersecurity threats[117] - Matthews maintains a cybersecurity Incident Response Plan to handle incidents effectively, involving multiple departments[127] - The Chief Information Officer and Chief Information Security Officer are responsible for managing cybersecurity risks and report directly to the Chief Financial Officer[132] - The Company maintains cybersecurity insurance coverage to protect against losses from cyber incidents, reviewing it annually for adequacy[129] - The Company has experienced cyber-attacks in the past, but none have resulted in material disruption to its business[130]

Financial Agreements and Investments - UGI Corporation entered into a $700 million convertible senior notes agreement with a maturity date in June 2028[28]. - The company is focused on driving reliable earnings growth through strong operational performance and robust investments in its regulated utilities businesses[40]. - UGI Corporation aims to reduce Scope 1 GHG emissions by 55% by 2025, using Fiscal 2020 as a baseline, and plans to invest $500 million into renewable energy solutions by 2025[42]. - The company is pursuing operational efficiencies to improve cost agility and enhance its capital structure for greater financial flexibility[40]. Business Divestitures and Operations - The company completed the divestiture of its LPG distribution business in Italy and announced plans to divest its LPG distribution business in Austria as part of its global LPG business portfolio optimization efforts[36]. - AmeriGas OLP, the largest retail propane distributor in the U.S., completed the sale of its propane business in Hawaii, including approximately 750,000 gallons of propane storage facilities[37]. Emission Reduction Commitments - UGI Corporation has established a commitment to reduce methane emissions by 92% by 2030 and 95% by 2040[42]. - Compliance with increasing GHG emissions regulations may lead to higher operating costs if these costs cannot be passed on to customers[169]. Utility Operations and Customer Base - PA Gas Utility serves approximately 694,000 customers across 46 counties in Pennsylvania, with a system throughput of approximately 322 Bcf for Fiscal 2025[50]. - For Fiscal 2025, approximately 60% of PA Gas Utility's sales volume and 93% of its operating income were generated during the peak heating season from October through March[53]. - Mountaineer serves approximately 210,000 customers in West Virginia, with system throughput of approximately 56 Bcf for Fiscal 2025[65]. - During Fiscal 2025, PA Gas Utility connected over 1,260 new commercial and industrial customers and added more than 9,000 residential heating customers, with over 55% converting from other energy sources[59]. Natural Gas Supply and Purchases - PA Gas Utility purchased approximately 88 Bcf of natural gas for retail core-market customers during Fiscal 2025, with 97% supplied under agreements with ten suppliers[52]. - Mountaineer purchased approximately 23 Bcf of natural gas for retail core-market customers during Fiscal 2025, with 84% supplied under agreements with ten suppliers[67]. Rate Increases and Infrastructure Investments - On September 11, 2025, the PAPUC approved a $69.5 million annual base distribution rate increase for PA Gas Utility, effective October 28, 2025[74]. - PA Gas Utility plans to spend approximately $1.7 billion on DSIC-eligible property from 2025 to 2029 as part of its long-term infrastructure improvement plan[73]. - Mountaineer requested a revenue increase of approximately $13.9 million, resulting in an overall revenue increase of 4.16% approved by the WVPSC[80]. - Electric Utility filed for a base rate increase resulting in a revenue increase of approximately $8.5 million effective October 1, 2023[82]. Energy Services and Operations - Energy Services serves approximately 9,700 customers across 37,000 locations, distributing natural gas through 38 local utilities and supplying power through 20 utility systems[96]. - Energy Services manages natural gas pipeline and storage contracts for utility customers, including UGI Utilities, and has a total underground natural gas storage capacity of 15 million dekatherms[101]. - UGI Appalachia's assets provide natural gas gathering and processing services with gathering capacity of approximately 3,500,000 dekatherms per day and processing capacity of approximately 240,000 dekatherms per day[106]. LPG Distribution and Sales - UGI International sold approximately 820 million gallons of LPG throughout Europe during Fiscal 2025[119]. - Approximately 48% of UGI International's LPG volume was sold to commercial and industrial customers, 16% to residential, 13% to agricultural, and 24% to wholesale and other customers[119]. - UGI International had approximately 400,000 bulk LPG customers and sold approximately 534 million gallons of bulk LPG during Fiscal 2025[121]. - At September 30, 2025, UGI International had more than 20 million cylinders in circulation and sold approximately 126 million gallons of LPG in cylinders during Fiscal 2025[122]. Employee and Corporate Culture - As of September 30, 2025, the General Partner had nearly 4,600 employees, with a significant portion not represented by unions[170]. - UGI and its subsidiaries had approximately 9,400 employees as of September 30, 2025[174]. - UGI emphasizes a robust safety culture, integrating safety performance into core business activities and making it a component of short-term incentive plans for employees[178]. - UGI conducted enterprise-wide leadership training sessions throughout Fiscal 2025 to strengthen company culture and performance[187]. Diversity and Inclusion - UGI is committed to diversity in its Board of Directors, which currently comprises ten directors, nine of whom are independent[189]. - The company prioritizes competitive compensation, technical skills training, and professional growth opportunities to attract and retain talent[185]. - UGI's employee resource groups promote an inclusive environment and enhance employee engagement[188].

Supply Chain and Operational Risks - The company experienced significant supply chain disruptions, leading to elevated inventory levels compared to historical norms[52] - The company’s operations may be adversely affected by potential new international tariffs, impacting supply chains and product competitiveness[65] - The company is reliant on third-party manufacturers in countries such as Mexico, Thailand, Taiwan, and China, which may face disruptions affecting timely product delivery[99] - The company is exposed to risks from natural disasters and geopolitical events that could disrupt supply chains and negatively impact revenue[105] - The lengthy sales cycle for certain products complicates revenue forecasting and can materially affect operating results if orders are delayed[53] Customer and Revenue Concentration Risks - A distributor customer represented 13% of consolidated revenue for the twelve months ended September 30, 2025, indicating customer concentration risk[58] - The company acquired Ventus in fiscal 2022, which has historically concentrated its business on fewer than twenty customers, posing risks to revenue stability[56] - The company relies on third-party distributors for a substantial portion of revenue, increasing vulnerability to their sales performance[64] - The company’s revenue may fluctuate significantly based on large project-based purchases, which are not consistently repeated[90] Financial Performance and Metrics - Consolidated revenue for fiscal 2025 was $430 million, representing a 1% increase from $424 million in fiscal 2024[148] - Net income rose by 81% to $41 million, with net income per diluted share increasing by 77% to $1.08[148] - Annual Recurring Revenue (ARR) reached over $152 million, a 31% increase from $116 million in fiscal 2024[148] - Operating income for fiscal 2025 was $56 million, a 17% increase from $48 million in fiscal 2024, with an operating margin of 13.1%[150] - Operating expenses increased by 6.2% to $214 million, primarily due to a rise in labor and non-labor expenses[156] Research and Development - The company intends to allocate significant resources to research and development, with expenses projected at 14.8%, 14.2%, and 13.2% of revenue for fiscal years 2025, 2024, and 2023 respectively[101] - The company is investing in new product development to address declining demand in mature markets, but long-term revenue generation remains uncertain[92] - The company’s research and development efforts may not yield successful products, potentially harming revenue and business prospects[101] Cybersecurity and Regulatory Risks - Cybersecurity risks are present, with potential vulnerabilities in products and reliance on cloud-based technologies increasing operational risks[70] - The company faces increasing costs and potential revenue loss due to cybersecurity risks, including legal liabilities and regulatory compliance challenges[74] - The company may face challenges in complying with evolving regulatory requirements related to foreign operations, which could adversely affect revenue[80] - The company has established processes for managing cybersecurity risks and has implemented ongoing training and security measures[125] Market and Competitive Landscape - The company’s ability to compete effectively is threatened by established competitors with greater resources and technological advantages[81] - The company’s future growth is dependent on successfully navigating economic downturns and credit conditions that may impact customer spending[89] - The company is considering incorporating artificial intelligence into its product offerings, which may present regulatory and competitive challenges[76] - The company’s reliance on new product introductions and technological advancements makes it susceptible to market fluctuations and potential loss of market share[83] Acquisitions and Financial Agreements - The company completed the acquisition of Jolt in August 2025, which significantly contributed to the increase in ARR[145] - The company has entered into a credit agreement providing a $250 million senior secured revolving credit facility, with an additional borrowing capacity of up to $95 million or 100% of trailing twelve-month adjusted EBITDA[107] - A total of $215 million was borrowed under the new credit facility to repay obligations under the previous credit agreement, which consisted of a $350 million term loan and a $35 million revolving credit facility[108] - The company completed the acquisition of Jolt Software, Inc. for $148.5 million on August 18, 2025, allocating $99 million to a customer relationship intangible asset[216] Stockholder and Market Information - The company’s common stock is listed on the Nasdaq Global Select Market under the symbol DGII, with 94 stockholders of record as of November 14, 2025[133] - The stock price of the company fluctuated between $23.13 and $38.11 per share during fiscal 2025, closing at $38.38 on November 14, 2025[121] - The company’s stockholders' return from September 30, 2019, to September 30, 2025, showed a cumulative return of $233.27 compared to the Nasdaq U.S. Benchmark TR Index's return of $209.01[138] Goodwill and Impairment - The company reported a potential impairment of goodwill if stock prices decline over a sustained period or if acquired businesses do not meet anticipated results[122] - As of June 30, 2025, the company reported a total goodwill of $175.5 million for the IoT Products & Services reporting unit and $167.6 million for the IoT Solutions reporting unit, with no impairment recorded[196] - Goodwill impairment tests conducted on June 30 for the years 2023, 2024, and 2025 indicated no impairment[249] - No additional goodwill impairment assessment was deemed necessary as of September 30, 2025[249]

Financial Performance - GAAP net income for Q3 2025 was $208 million, a 48% increase from Q2 2025 and a 170% increase year-over-year[3] - Distributable operating earnings for Q3 2025 reached $354 million, reflecting a 14% quarter-over-quarter increase and a 30% increase year-to-date compared to 2024[3] - Net investment income for Q3 2025 was $1,285 million, an 11% increase from Q2 2025 and a 25% increase year-over-year[7] - Total net investment income for Q3 2025 reached $1,285 million, a 4% increase quarter-over-quarter and a 26% increase year-over-year[29] - The cost of funds for Q3 2025 was $899 million, reflecting a 4% increase from Q2 2025 and a 46% increase from Q3 2024[31] Assets and Liabilities - Total assets as of September 30, 2025, amounted to $130,559 million, representing a 3% increase from Q2 2025 and a 6% increase year-over-year[3] - Total liabilities increased to $119,578 million, a 3% rise from Q2 2025 and a 5% increase year-to-date[3] - Total equity grew to $10,981 million, marking a 7% increase from Q2 2025 and a 10% increase year-over-year[3] - Total investments as of September 30, 2025, amounted to $89,728 million, an increase of $1,448 million from December 31, 2024[14] Annuity and Investment Performance - Annuity investment spread for the twelve months ended September 30, 2025, was reported at 1.7%[3] - Gross annuity sales for Q3 2025 totaled $4,854 million, representing a 13% increase from Q2 2025 and a 17% increase year-over-year[33] - Total net annuity sales for the year-to-date 2025 reached $12,914 million, a 44% increase compared to the same period in 2024[33] - The yield on net invested assets was reported at 6.0% for the twelve months ended September 30, 2025[29] Operating Expenses and Claims - Policyholder benefits and claims incurred for Q3 2025 totaled $527 million, a 36% decrease from Q2 2025 and a 38% decrease year-over-year[7] - Operating expenses for Q3 2025 were $156 million, down 28% from Q2 2025 and down 32% year-over-year[7] Equity and Stockholder Information - Total common stockholders' equity stood at $10,393 million, accounting for 79% of total capitalization[27] - The total adjusted common stockholders' equity increased by 3% from Q2 2025, reaching $10,292 million[10] - The total equity, excluding accumulated other comprehensive income and non-controlling interests, was $9,626 million, representing 72% of total equity[27] Investment Quality and Risk - The company maintains a strong financial strength rating of 'A' from AM Best and Standard & Poor's across its insurance subsidiaries as of September 30, 2025[25] - The carrying value of fixed maturities, available-for-sale, at fair value was $52,529 million, accounting for 59% of total investments[15] - The company reported that over 95% of available-for-sale fixed maturity U.S. treasury and government securities are rated NAIC 1 or 2, indicating high credit quality[17] Non-Performing Loans and Mortgage Information - Non-performing commercial mortgage loans rose to $205 million, representing 2% of total commercial mortgage loans as of September 30, 2025, compared to 1% or $117 million at December 31, 2024[20] - The average loan-to-value (LTV) ratio for commercial mortgage loans increased to 51% as of September 30, 2025, from 49% at December 31, 2024[22] - Total commercial mortgage loans, net of coinsurance funds withheld investments, decreased to $8,388 million as of September 30, 2025, down from $9,382 million at December 31, 2024, a decline of 10.6%[22] Definitions and Non-GAAP Measures - Distributable Operating Earnings (DOE) is a non-GAAP measure used to assess operating results, defined as net income after applicable taxes, excluding depreciation and amortization, with a focus on ongoing performance[44] - Total adjusted common stockholder's equity excludes the impact of AOCI and certain adjustments related to mark-to-market gains and losses, providing a clearer view of equity attributable to American National Group Inc.[46] - Non-GAAP net investment income adjusts GAAP net investment income by excluding non-annuity segments and including mark-to-market gains/losses, enhancing understanding of investment performance[47] - Annuity cost of funds includes liability costs related to fixed deferred and indexed annuities, providing insight into the underlying profitability drivers of the business[48]

Financial Performance - Net sales increased by $235.4 million, or 3%, to $8,158.1 million for the year ended September 30, 2025, driven by higher sales in the Foodservice segment [226]. - Operating profit rose by $5.8 million, or 1%, to $799.3 million, primarily due to higher segment profit in Foodservice and Refrigerated Retail segments [228]. - Net earnings decreased by $31.0 million, or 8%, to $335.7 million for the year ended September 30, 2025 [226]. - The Post Consumer Brands segment reported a net sales decline of $85.0 million, or 2%, to $4,024.6 million, impacted by lower pet food and cereal volumes [240]. - Segment profit for Post Consumer Brands decreased by $47.3 million, or 9%, to $493.9 million, primarily due to lower net sales and higher employee-related expenses [241]. - Net sales for the Foodservice segment increased by $333.9 million, or 14%, to $2,641.0 million for the year ended September 30, 2025, compared to the prior year [244]. - Segment profit for the Foodservice segment rose by $91.6 million, or 30%, to $399.7 million, driven by higher net sales, partially offset by $157.2 million in higher raw material costs [245]. - Net sales for the Refrigerated Retail segment decreased by $8.9 million, or 1%, to $953.3 million, primarily due to lower side dish and cheese volumes [247]. - Segment profit for the Refrigerated Retail segment increased by $12.4 million, or 16%, to $88.3 million, supported by higher average net selling prices and lower warehousing and freight costs [248]. Expenses and Costs - Interest expense increased by $44.9 million, or 14%, to $361.4 million, attributed to higher average outstanding debt and a higher weighted-average interest rate of 5.3% [229]. - General corporate expenses increased by $20.1 million, or 10%, to $221.8 million, primarily due to prior year gains lapsing and increased net losses on equity security investments [249]. - A goodwill impairment charge of $29.8 million was recorded related to the Cheese and Dairy reporting unit, with no such charges in the prior year [250]. - Inflationary pressures on certain input costs eased during fiscal 2025 and 2024, but other costs continued to face inflation, with expectations for this trend to continue into fiscal 2026 [276]. - The company anticipates continued inflationary pressures on input costs, which may impact operating margins and results of operations [276]. Cash Flow and Financing - Cash provided by operating activities increased by $66.6 million to $998.3 million, driven by lower tax payments, despite higher interest payments [265]. - Cash used in investing activities was $1,419.3 million, primarily due to net cash payments related to acquisitions and capital expenditures [267]. - Cash used in financing activities was $188.6 million, including $600.0 million from the issuance of senior notes and $709.0 million for share repurchases [269]. - The company expects to receive approximately $375.0 million in cash from the sale of the Pasta Business, expected to close in the first quarter of fiscal 2026 [253]. - Cash provided by financing activities for the year ended September 30, 2024, was $415.6 million, with total net repayments of debt amounting to $2,041.6 million [270]. - The company received proceeds of $1,200.0 million from the issuance of 6.375% senior notes and $1,000.0 million from 6.25% senior secured notes [270]. - The company repurchased 3.0 million shares of common stock at an average price of $101.74 per share, totaling $303.1 million, including accrued excise tax and broker's commissions [260]. - The company entered into a new revolving credit facility of $1,000.0 million, replacing the previous facility of $750.0 million, with a maturity date extended to February 20, 2029 [260]. - The company redeemed $464.9 million principal value of its 5.625% senior notes during fiscal 2025 [269]. - As of September 30, 2025, the company was in compliance with its financial covenants, maintaining a secured net leverage ratio not exceeding 4.25 to 1.00 [271]. Goodwill and Fair Value - A goodwill impairment charge of $42.2 million was recorded for the Cheese and Dairy reporting unit during the year ended September 30, 2023, and an additional charge of $29.8 million was recorded in fiscal 2025 [293]. - The estimated fair value of all indefinite-lived trademarks and brands exceeded book value by 13% or greater in fiscal 2025 and 9% or greater in fiscal 2024 [290]. - The Weetabix reporting unit's fair value exceeded its carrying value by approximately 8.7% as of fiscal 2025, impacted by cost inflation and U.K. economic pressures [295]. - A one percentage point decrease in assumed discount rates would have increased recorded benefit obligations by approximately $69 million for pensions and $5 million for other postretirement benefits [298]. - The fair value estimates for indefinite-lived intangible assets are based on significant assumptions regarding future revenue growth and discount rates [288]. - Changes in assumptions for estimating fair value could result in impairment charges in future periods [292]. - The company did not record a goodwill impairment charge during the year ended September 30, 2024, as all reporting units passed the quantitative test [294]. Market and Economic Conditions - The exchange rates used to translate foreign sales positively affected consolidated net sales by less than 1% during the year ended September 30, 2025 [279]. - The expected return on U.S. pension plan assets decreased from 7.00% to 6.00%, which would increase net periodic benefit cost by approximately $7 million [299]. - Approximately 1% of annual net sales represent variable consideration that will be resolved in the subsequent period [283]. - The company expects impacts on the Weetabix reporting unit's profitability to be transitory, despite inherent risks to cash flows [295].