[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)

Fiscal year N°: 92, beginning on July 1, 2024 Legal address: Carlos Della Paolera 261, 9rd floor – Autonomous City of Buenos Aires, Argentina Company activity: Real estate and agricultural activities Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria Consolidated Financial Statements as of June 30, 2025, June 30, 2024 and July 1, 2023, and for the fiscal years ended June 30, 2025, 2024 and 2023. Legal information Denomination: Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financ ...

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024 F-1 Exhibit 99.1 UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS HOMESTOLIFE LTD AND SUBSIDIARIES INDEX TO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS | Page | | --- | | Unaudited Condensed Consolidated and Combined Balance Sheets F-3 | | Unaudited Condensed Consolidated and Combined Statements of Operations and Comprehensive Income F-4 | | Unaudited Condensed Consolidated and Combined Statements of Changes in Sharehol ...

Exhibit 99.1 NANO LABS LTD CONSOLIDATED BALANCE SHEETS (Unaudited) | | As of | As of | | | --- | --- | --- | --- | | | December 31, | June 30, | | | | 2024 | 2025 | | | ASSETS | RMB | RMB | US$ | | Current assets: | | | | | Cash and cash equivalents | 32,431,081 | 363,440,412 | 50,769,761 | | Restricted cash | 418,722 | 468,526 | 65,449 | | Accounts receivable, net | 572,803 | 507,688 | 70,920 | | Inventories, net | 29,866,418 | 35,850,932 | 5,008,093 | | Prepayments | 4,606,066 | 8,652,263 | 1,208,653 | | ...

Exhibit 99 FOR IMMEDIATE RELEASE September 17, 2025 General Mills Reports Fiscal 2026 First-quarter Results and Reaffirms Full-year Outlook MINNEAPOLIS (September 17, 2025) – General Mills, Inc. (NYSE: GIS) today reported results for its first quarter ended August 24, 2025. "Our primary goal in fiscal 2026 is to restore organic sales growth by investing in greater value, innovation, and product news for consumers," said General Mills Chairman and Chief Executive Officer Jeff Harmening. "I'm pleased that we' ...

INNATE PHARMA SA HALF-YEAR FINANCIAL REPORT JUNE 30, 2025 INNATE PHARMA S.A. French société anonyme governed by a Board of Directors with a share capital of 4,609,522.15 euros composed of 92,176,373 ordinary shares, and 14,070 preferred shares with a nominal value of 0.05 euros each Registered office: 117, Avenue de Luminy, F-13009 Marseille, France Registered with the Company and Trade Register of Marseille under number 424 365 336 The following interim condensed consolidated financial statements have been ...

[Filing Information](index=1&type=section&id=Filing%20Information) This section provides key details about the company's annual report filing and stock market information [Registrant Details](index=1&type=section&id=Registrant%20Details) FLUX POWER HOLDINGS, INC. filed its annual report on Form 10-K for the fiscal year ended June 30, 2025. The company's common stock is traded on the Nasdaq Capital Market under the symbol FLUX. It is classified as a non-accelerated filer and a smaller reporting company - **FLUX POWER HOLDINGS, INC.** filed its annual report on Form 10-K for the fiscal year ended June 30, **2025**[2](index=2&type=chunk) Title of Each Class | Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common Stock, par value \$0.001 per share | FLUX | Nasdaq Capital Market | - The registrant is classified as a **non-accelerated filer** and a **smaller reporting company**[3](index=3&type=chunk) [Market Value and Shares Outstanding](index=2&type=section&id=Market%20Value%20and%20Shares%20Outstanding) As of December 31, 2024, the aggregate market value of voting and non-voting common stock held by non-affiliates was approximately **\$19.565 million**. As of September 12, 2025, there were **16,835,698 shares** of common stock outstanding Market Value and Shares Outstanding | Metric | Value | | :----- | :---- | | Aggregate market value of voting and non-voting common stock held by non-affiliates (as of Dec 31, 2024) | ~\$19,565,000 | | Shares of common stock outstanding (as of Sep 12, 2025) | 16,835,698 | [Introductory Information](index=4&type=section&id=Introductory%20Information) This section outlines important disclaimers regarding forward-looking statements and defines key terms [Special Note Regarding Forward-Looking Statements](index=4&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section highlights that the report contains forward-looking statements, particularly in the Business, Risk Factors, and MD&A sections. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially, and readers are cautioned not to place undue reliance on them. Key risks include the ability to continue as a going concern, compliance with credit facility terms, legal proceedings, meeting revenue targets, remediating material weaknesses, and maintaining Nasdaq listing - **Forward-looking statements** are contained principally in the sections entitled 'Description of Business,' 'Risk Factors,' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations.'[15](index=15&type=chunk) - Key risks include: ability to continue as a going concern, compliance with GBC credit facility terms, expense and outcome of legal proceedings, ability to meet projected revenue targets due to order delays and tariff uncertainties, ability to remediate material weaknesses in internal controls, ability to regain and maintain Nasdaq listing standards, and ability to secure sufficient funding[16](index=16&type=chunk) - Other risks include managing working capital, obtaining raw materials, maintaining market share, achieving profitability, fulfilling backlog, keeping up with technology, dependence on major customers, and impact of tariffs[18](index=18&type=chunk) [Use of Certain Defined Terms](index=5&type=section&id=Use%20of%20Certain%20Defined%20Terms) This section defines key terms used throughout the report, such as 'Company,' 'Flux,' 'we,' 'us,' and 'our' referring to Flux Power Holdings, Inc. and its subsidiary, and standard SEC-related acronyms like 'Exchange Act,' 'SEC,' and 'Securities Act.' - The 'Company,' 'Flux,' 'we,' 'us,' and 'our' refer to the combined business of Flux Power Holdings, Inc. and its wholly owned subsidiary, Flux Power, Inc.[19](index=19&type=chunk) - 'Exchange Act' refers to the Securities Exchange Act of 1934, as amended[19](index=19&type=chunk) - 'SEC' refers to the Securities and Exchange Commission[19](index=19&type=chunk) - 'Securities Act' refers to the Securities Act of 1933, as amended[19](index=19&type=chunk) - This 'Annual Report', 'Form 10-K' and 'Current Report' refer to this Annual Report on Form 10-K[19](index=19&type=chunk) [PART I](index=6&type=section&id=PART%20I) This part covers the company's business operations, risk factors, properties, and legal proceedings [Business Overview](index=6&type=section&id=ITEM%201.%20BUSINESS) Flux Power Holdings, Inc. designs, develops, manufactures, and sells advanced lithium-ion energy storage solutions for industrial and commercial sectors, primarily material handling and airport ground support equipment (GSE). The company's strategy focuses on meeting growing demand, expanding product mix through R&D, improving sales and customer support, and enhancing production efficiencies. Recent developments include order delays due to economic uncertainties and tariffs, but also improvements in supply chain and new OEM partnerships. The company is actively addressing Nasdaq listing compliance issues and has undertaken significant financial and corporate actions, including a private placement and settlement of class action litigation - **Flux Power** designs, develops, manufactures, and sells advanced lithium-ion energy storage solutions for industrial and commercial sectors, including material handling and airport ground support equipment (GSE)[21](index=21&type=chunk) - **Long-term strategy**: Meet rapidly growing demand for lithium-ion solutions, be the supplier of choice for large companies, invest in R&D, expand sales/marketing, improve customer support, and enhance production efficiencies[22](index=22&type=chunk) - **Near-term priority**: Achieve profitability within capital constraints through supply chain improvements, gross margin expansion, and cost reductions[23](index=23&type=chunk) [Company Overview](index=6&type=section&id=Overview) This section provides a general description of the company's business and product offerings - The company designs, develops, manufactures, and sells advanced lithium-ion energy storage solutions for industrial and commercial sectors, including material handling and airport ground support equipment (GSE)[21](index=21&type=chunk) - These solutions offer a reliable, high-performing, cost-effective, and environmentally friendly alternative to traditional lead-acid and propane-based solutions[21](index=21&type=chunk) - Modular and scalable design with proprietary wireless battery management system (BMS) provides real-time monitoring[21](index=21&type=chunk) [Strategic Vision and R&D Focus](index=6&type=section&id=Our%20Strategy) This section outlines the company's long-term strategic goals and research and development priorities - **Long-term strategy** is to be the supplier of choice for large companies with energy storage needs, focusing on the material handling sector (multi-billion-dollar market)[22](index=22&type=chunk) - R&D efforts focus on adaptable, reliable, and cost-effective solutions[22](index=22&type=chunk) - Patented technology aims to increase battery life, improve battery health understanding, and apply AI for predictive cell balancing[24](index=24&type=chunk) [Near-Term Strategic Initiatives](index=6&type=section&id=Strategic%20Initiatives) This section details the company's immediate strategic priorities for achieving profitability and growth - **Near-term priority** is to achieve profitability within capital constraints[23](index=23&type=chunk) - Pursue supply chain improvements, gross margin expansion, and cost reductions[23](index=23&type=chunk) - Expand business by leveraging customer relationships, entering new markets, enhancing 'SkyBMS' telemetry, expanding manufacturing/service capacities, capitalizing on leadership with new high-power offerings, and supporting other lithium chemistries[25](index=25&type=chunk) [Recent Business and Corporate Developments](index=8&type=section&id=Recent%20Developments) This section summarizes recent operational, financial, and corporate actions and challenges - **Experienced delays in new orders** due to lower capital spending by large customer fleets, higher interest rates, geopolitical uncertainty, and global tariff impacts[26](index=26&type=chunk) - **Improved sourcing and purchasing activity**, expanding vendor strategy, and adding a second 'tier one' OEM private label battery program[28](index=28&type=chunk) - Partnered with the largest critical battery components recycling company in the U.S. for end-of-life lithium-ion batteries[28](index=28&type=chunk) - **Received multiple Nasdaq notices** regarding non-compliance with stockholders' equity and timely filing requirements. The company regained compliance with filing but faced delisting for equity deficit. Nasdaq granted an extension until October 31, **2025**, to demonstrate compliance[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - **Increased authorized common stock** from **30,000,000** to **75,000,000 shares** effective May 28, **2025**[33](index=33&type=chunk) - **Entered into a settlement term sheet** on July 11, **2025**, to resolve a federal securities class action for **\$1.75 million**, with insurers funding **\$1.15 million** and the company contributing **\$600,000**[34](index=34&type=chunk)[35](index=35&type=chunk)[39](index=39&type=chunk) - **Stockholders approved increasing authorized preferred stock** to **3,000,000 shares** and designating **1,000,000 shares** as Series A Convertible Preferred Stock on August 29, **2025**[40](index=40&type=chunk)[41](index=41&type=chunk) - **Completed a private placement** on September 15, **2025**, **raised approximately \$5.0 million** through Prefunded Warrants and Common Warrants, with proceeds for general corporate purposes and growth capital. Certain affiliates, including the CEO and CFO, participated[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) - The **GBC Credit Facility's maturity date was automatically extended** to July 31, **2027**, upon conversion of the Cleveland Note into equity. The company has received **multiple waivers** and amendments for non-compliance with financial covenants under the

[PART I](index=4&type=section&id=PART%20I) Provides an overview of Key Tronic's contract manufacturing business, strategies, global operations, and related factors [Item 1. Business](index=4&type=section&id=Item%201.%20Business) Key Tronic, a contract manufacturer, offers integrated engineering and production services, expanding capacity in the US and Vietnam to meet demand and mitigate tariffs [Background](index=4&type=section&id=Background) [Our Industry and Strategy](index=4&type=section&id=Our%20Industry%20and%20Strategy) [Customers and Marketing](index=5&type=section&id=Customers%20and%20Marketing) [Manufacturing](index=5&type=section&id=Manufacturing) [Research, Development, and Engineering](index=6&type=section&id=Research%2C%20Development%2C%20and%20Engineering) [Competition](index=6&type=section&id=Competition) [Trademarks](index=6&type=section&id=Trademarks) [Employees](index=6&type=section&id=Employees) [Backlog](index=6&type=section&id=Backlog) [Foreign Markets](index=6&type=section&id=Foreign%20Markets) [Governmental Regulation](index=6&type=section&id=Governmental%20Regulation) [Information about Our Executive Officers](index=7&type=section&id=Information%20about%20Our%20Executive%20Officers) [Available Information](index=8&type=section&id=Available%20Information) - Key Tronic shifted from keyboard manufacturing to contract manufacturing, leveraging strengths in design, engineering, and global production capabilities[14](index=14&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk) - The company plans to significantly increase production capacity in its Arkansas and Vietnam facilities to benefit from growing customer demand for rebalancing contract manufacturing and mitigate tariff impacts[17](index=17&type=chunk) - Order backlog decreased from **$249.6 million** in June 2024 to **$159.1 million** in June 2025, but is not necessarily indicative of future sales due to potential cancellations or rescheduling[33](index=33&type=chunk) Customer Concentration (Percentage of Total Net Sales) | Customer | 2025 | 2024 | | :--------- | :--- | :--- | | Top 5 Customers | 48% | 34% | | Customer A | 25% | 20% | Full-time Employees | Date | Employees | | :--------- | :-------- | | June 28, 2025 | 3,539 | | June 29, 2024 | 4,122 | [Item 1A. Risk Factors](index=8&type=section&id=Item%201A.%20Risk%20Factors) Key Tronic faces operational, financial, and cybersecurity risks from foreign operations, customer concentration, supply chain, and internal control issues [RISKS RELATED TO OUR BUSINESS AND STRATEGY](index=9&type=section&id=RISKS%20RELATED%20TO%20OUR%20BUSINESS%20AND%20STRATEGY) [TECHNOLOGY RISKS](index=13&type=section&id=TECHNOLOGY%20RISKS) [RISKS RELATED TO CAPITAL AND FINANCING](index=14&type=section&id=RISKS%20RELATED%20TO%20CAPITAL%20AND%20FINANCING) [RISKS RELATED TO OUR CONTROLS AND PROCEDURES AND THE INTERNAL INVESTIGATION](index=15&type=section&id=RISKS%20RELATED%20TO%20OUR%20CONTROLS%20AND%20PROCEDURES%20AND%20THE%20INTERNAL%20INVESTIGATION) [LEGAL AND ACCOUNTING RISKS](index=16&type=section&id=LEGAL%20AND%20ACCOUNTING%20RISKS) [GENERAL RISKS](index=17&type=section&id=GENERAL%20RISKS) - Operations in Mexico, China, and Vietnam are subject to risks including political/economic instability, tariffs, regulatory changes, and potential loss of tax incentives[48](index=48&type=chunk)[52](index=52&type=chunk) - Quarterly results can fluctuate due to volatile customer demand, timing of new programs, and fixed operating expenses, exacerbated by macroeconomic conditions like inflation and supply chain disruptions[50](index=50&type=chunk)[51](index=51&type=chunk)[56](index=56&type=chunk) - A significant portion of sales comes from a small number of customers (**48% from top five in FY2025**), and the loss or reduction of orders from these customers could materially harm the business[59](index=59&type=chunk)[60](index=60&type=chunk) - The company has experienced and expects to continue experiencing cyberattacks, including a previously disclosed incident in Q4 FY2024 that materially impacted financial condition and results of operations[79](index=79&type=chunk)[80](index=80&type=chunk) - The company has previously identified and remediated material weaknesses in internal control over financial reporting related to revenue recognition and new accounting standards, with ongoing risks of recurrence[90](index=90&type=chunk)[91](index=91&type=chunk) [Item 1B. Unresolved Staff Comments](index=17&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reported no unresolved staff comments from the SEC - There are no unresolved staff comments[105](index=105&type=chunk) [Item 1C. Cybersecurity](index=17&type=section&id=Item%201C.%20Cybersecurity) Key Tronic manages cybersecurity risks via NIST CSF, Board oversight, and management, acknowledging past material impacts from incidents [Risk Management and Strategy](index=17&type=section&id=Risk%20Management%20and%20Strategy) [Governance](index=18&type=section&id=Governance) - Key Tronic's cybersecurity processes are based on the NIST CSF, including third-party monitoring and mandatory employee training[105](index=105&type=chunk) - The Board of Directors oversees risk management, with the Audit Committee specifically responsible for cybersecurity threat oversight, receiving regular updates from management[107](index=107&type=chunk) - Risks from cybersecurity threats, including a previously disclosed incident, have materially affected the company's results of operations and financial condition[107](index=107&type=chunk) [Item 2. Properties](index=19&type=section&id=Item%202.%20Properties) Key Tronic operates over 2.19 million sq ft of ISO-certified manufacturing and sales facilities across four countries Operating Facilities by Location and Square Footage | Location | Approx. Sq. Ft. | Type of Interest | | :------------------------ | :-------------- | :--------------- | | Total USA | 1,059,540 | Leased | | Total Mexico | 899,000 | Mixed (Owned/Leased) | | Total China | 103,000 | Leased | | Total Vietnam | 133,000 | Leased | | **Grand Total** | **2,194,540** | | - All facilities are ISO 9001:2015 and CTPAT certified, with specific sites holding additional certifications like IATF 16949 (automotive), ISO 13485:2016 (medical devices), AS9100D (aviation, space, defense), and ISO 14001:2015 (environmental)[112](index=112&type=chunk)[118](index=118&type=chunk) [Item 3. Legal Proceedings](index=20&type=section&id=Item%203.%20Legal%20Proceedings) Management anticipates no material adverse effect from ordinary course lawsuits on financial position, results, or cash flow - The company is party to certain lawsuits or claims in the ordinary course of business[113](index=113&type=chunk) - Management does not believe these proceedings, individually or in aggregate, will have a material adverse effect on financial position, results of operations, or cash flow[113](index=113&type=chunk) [Item 4. Mine Safety Disclosures](index=20&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Key Tronic Corporation - Not Applicable[114](index=114&type=chunk) [PART II](index=21&type=section&id=PART%20II) Details Key Tronic's market for common equity, financial performance, market risks, and financial statements [Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=21&type=section&id=Item%205.%20Market%20for%20the%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Key Tronic's common stock trades on NASDAQ, with 532 shareholders, and dividend payments are restricted by credit agreements [Market Information](index=21&type=section&id=Market%20Information) [Holders and Dividends](index=21&type=section&id=Holders%20and%20Dividends) [Performance Graph](index=21&type=section&id=Performance%20Graph) - Common stock is traded on the NASDAQ Global Market under the symbol 'KTCC'[115](index=115&type=chunk) - As of June 28, 2025, there were **532 shareholders** of common stock[116](index=116&type=chunk) - The company is restricted from declaring or paying dividends without Bank of Montreal's prior written consent and does not anticipate paying dividends in the foreseeable future[116](index=116&type=chunk) Common Stock High and Low Sales Prices | Quarter | 2025 High | 2025 Low | 2024 High | 2024 Low | | :-------------- | :-------- | :------- | :-------- | :------- | | First Quarter | $6.00 | $3.70 | $6.24 | $4.32 | | Second Quarter | $6.03 | $3.99 | $4.50 | $3.72 | | Third Quarter | $4.28 | $2.56 | $5.14 | $4.04 | | Fourth Quarter | $3.13 | $2.26 | $4.85 | $3.69 | [Item 6: [RESERVED]](index=21&type=section&id=Item%206%3A%20%5BRESERVED%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Key Tronic's FY2025 net sales decreased 17.5% to $467.9 million, resulting in an $8.3 million net loss, despite improved gross margin [Overview](index=22&type=section&id=Overview) [Executive Summary](index=22&type=section&id=Executive%20Summary) [RESULTS OF OPERATIONS (Comparison of the Fiscal Year Ended June 28, 2025 with the Fiscal Year Ended June 29, 2024)](index=23&type=section&id=RESULTS%20OF%20OPERATIONS) [Net Sales](index=23&type=section&id=Net%20Sales) [Cost of Sales](index=24&type=section&id=Cost%20of%20Sales) [Gross Profit](index=24&type=section&id=Gross%20Profit) [Research, Development and Engineering](index=24&type=section&id=Research%2C%20Development%20and%20Engineering) [Selling, General and Administrative](index=24&type=section&id=Selling%2C%20General%20and%20Administrative) [Interest Expense](index=25&type=section&id=Interest%20Expense) [Income Tax Provision](index=25&type=section&id=Income%20Tax%20Provision) [Non-GAAP Financial Measures](index=25&type=section&id=Non-GAAP%20Financial%20Measures) [International Subsidiaries](index=26&type=section&id=International%20Subsidiaries) [RESULTS OF OPERATIONS (Comparison of the Fiscal Year Ended June 29, 2024 with the Fiscal Year Ended July 1, 2023)](index=26&type=section&id=RESULTS%20OF%20OPERATIONS%20%28Comparison%20of%20the%20Fiscal%20Year%20Ended%20June%2029%2C%202024%20with%20the%20Fiscal%20Year%20Ended%20July%201%2C%202023%29) [Capital Resources and Liquidity](index=26&type=section&id=Capital%20Resources%20and%20Liquidity) [Operating Cash Flow](index=26&type=section&id=Operating%20Cash%20Flow) [Investing Cash Flow](index=26&type=section&id=Investing%20Cash%20Flow) [Financing Cash Flow](index=27&type=section&id=Financing%20Cash%20Flow) [Off-Balance Sheet Arrangements and Contractual Obligations](index=27&type=section&id=Off-Balance%20Sheet%20Arrangements%20and%20Contractual%20Obligations) [Critical Accounting Policies and Estimates](index=28&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) [Revenue](index=28&type=section&id=Revenue) [Inactive, Obsolete, and Surplus Inventory Valuation](index=28&type=section&id=Inactive%2C%20Obsolete%2C%20and%20Surplus%20Inventory%20Valuation) [Allowance for Credit Losses](index=29&type=section&id=Allowance%20for%20Credit%20Losses) [Income Taxes](index=29&type=section&id=Income%20Taxes) [New and Future Accounting Pronouncements](index=29&type=section&id=New%20and%20Future%20Accounting%20Pronouncements) - Net sales decreased by **$99.1 million**, with approximately **$48 million** attributed to reduced scrap and component sales from end-of-life programs in FY2024, alongside global economic disruptions and tariff-related delays in new programs[123](index=123&type=chunk)[133](index=133&type=chunk) - The company secured new programs in pest control, personal protection, air purification, automotive, medical technology, and utilities inspection equipment, including a large data processing OEM contract expected to exceed **$20 million** in annual revenue[122](index=122&type=chunk) - Headcount was reduced by approximately **600 employees** in FY2025 to align costs with demand and boost automation, improving competitiveness for new program bids[124](index=124&type=chunk) Key Financial Highlights (FY2025 vs. FY2024) | Metric | FY2025 (in thousands) | FY2024 (in thousands) | Change ($) | Change (%) | | :---------------------------------- | :-------------------- | :-------------------- | :--------- | :--------- | | Net Sales | $467,871 | $566,942 | $(99,071) | -17.5% | | Gross Profit | $36,427 | $39,879 | $(3,452) | -8.7% | | Gross Profit % of Net Sales | 7.8% | 7.0% | +0.8 pts | | | Operating Income | $562 | $6,758 | $(6,196) | -91.7% | | Operating Income % of Net Sales | 0.1% | 1.2% | -1.1 pts | | | Net Loss | $(8,318) | $(2,787) | $(5,531) | +198.5% | | Net Loss Per Share (Diluted) | $(0.77) | $(0.26) | $(0.51) | +196.2% | Revenue by Industry Sector (Percentage of Total Revenue) | Industry | FY2025 | FY2024 | | :----------- | :----- | :----- | | Industrial | 52% | 46% | | Consumer | 38% | 45% | | Communication | 6% | 4% | | Medical | 3% | 3% | | Gaming | — | 1% | | Transportation | 1% | 1% | | **Total** | **100%** | **100%** | Adjusted Net Loss (Non-GAAP) | Metric | FY2025 (in thousands) | FY2024 (in thousands) | | :---------------------------------- | :-------------------- | :-------------------- | | GAAP net loss | $(8,318) | $(2,787) | | Cybersecurity expenses | — | $2,340 | | Severance expenses | $2,908 | $1,743 | | Gain on insurance proceeds (net of losses) | — | $(431) | | Stock-based compensation expense | $218 | $(444) | | Write-off of unamortized loan fees | $1,012 | — | | Income tax effect of non-GAAP adjustments | $(828) | $(642) | | **Adjusted net loss** | **$(5,008)** | **$(221)** | | **Adjusted net loss per share — Diluted** | **$(0.47)** | **$(0.02)** | [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](index=30&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Key Tronic faces interest rate risk on debt and foreign currency exchange risk, using Mexican Peso forward contracts for hedging [Interest Rate Risk](index=30&type=section&id=Interest%20Rate%20Risk) [Foreign Currency Exchange Risk](index=30&type=section&id=Foreign%20Currency%20Exchange%20Risk) - The company is exposed to interest rate risk from its asset-based senior secured revolving credit facility and line of credit, which fluctuate with SOFR and Iterbancaria de Equilibrio Interest Rate, respectively[173](index=173&type=chunk) - Foreign currency exchange risk arises from operations in Mexico, China, and Vietnam, with transactions in Mexican Peso, Chinese Renminbi, and Vietnamese Dong[175](index=175&type=chunk) - Key Tronic uses Mexican Peso forward contracts to hedge foreign currency fluctuations, with **$12.9 million** in outstanding contracts as of June 28, 2025[175](index=175&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=31&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents Key Tronic's audited financial statements, including an unqualified auditor's opinion and a critical audit matter on revenue recognition estimates [Report of Independent Registered Public Accounting Firm](index=31&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) [Critical Audit Matter](index=31&type=section&id=Critical%20Audit%20Matter) [Consolidated Balance Sheets](index=33&type=section&id=Consolidated%20Balance%20Sheets) [Consolidated Statements of Operations](index=34&type=section&id=Consolidated%20Statements%20of%20Operations) [Consolidated Statements of Comprehensive Loss](index=35&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Loss) [Consolidated Statements of Cash Flows](index=36&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) [Consolidated Statements of Shareholders' Equity](index=37&type=section&id=Consolidated%20Statements%20of%20Shareholders%27%20Equity) [NOTES TO CONSOLIDATED FINANCIAL STATEMENTS](index=38&type=section&id=NOTES%20TO%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) [1. Significant Accounting Policies](index=38&type=section&id=1.%20Significant%20Accounting%20Policies) [2. Inventories](index=42&type=section&id=2.%20Inventories) [3. Property, Plant and Equipment](index=42&type=section&id=3.%20Property%2C%20Plant%20and%20Equipment) [4. Long-Term Debt](index=43&type=section&id=4.%20Long-Term%20Debt) [5. Income Taxes](index=45&type=section&id=5.%20Income%20Taxes) [6. Earnings Per Share](index=49&type=section&id=6.%20Earnings%20Per%20Share) [7. Stock-Based Compensation and Benefit Plans](index=49&type=section&id=7.%20Stock-Based%20Compensation%20and%20Benefit%20Plans) [Stock Appreciation Rights](index=49&type=section&id=Stock%20Appreciation%20Rights) [Restricted Stock Units](index=50&type=section&id=Restricted%20Stock%20Units) [8. Commitments and Contingencies](index=50&type=section&id=8.%20Commitments%20and%20Contingencies) [Litigation and Other Matters](index=50&type=section&id=Litigation%20and%20Other%20Matters) [Warranties](index=50&type=section&id=Warranties) [Leases](index=51&type=section&id=Leases) [Internal Investigation](index=51&type=section&id=Internal%20Investigation) [Indemnification Rights](index=51&type=section&id=Indemnification%20Rights) [9. Derivative Financial Instruments](index=51&type=section&id=9.%20Derivative%20Financial%20Instruments) [10. Fair Value Measurements](index=52&type=section&id=10.%20Fair%20Value%20Measurements) [11. Segment Information and Enterprise-Wide Disclosures](index=53&type=section&id=11.%20Segment%20Information%20and%20Enterprise-Wide%20Disclosures) [Products and Services](index=53&type=section&id=Products%20and%20Services) [Geographic Areas](index=53&type=section&id=Geographic%20Areas) [Significant Customers](index=54&type=section&id=Significant%20Customers) [Significant Segment Measures](index=54&type=section&id=Significant%20Segment%20Measures) [12. Revenue](index=54&type=section&id=12.%20Revenue) [Revenue Recognition](index=54&type=section&id=Revenue%20Recognition) [Contract Balances](index=55&type=section&id=Contract%20Balances) [Disaggregation of Revenue](index=56&type=section&id=Disaggregation%20of%20Revenue) [13. Leases](index=56&type=section&id=13.%20Leases) - Baker Tilly US, LLP issued an unqualified opinion on the consolidated financial statements for the years ended June 28, 2025, and June 29, 2024[177](index=177&type=chunk) - A critical audit matter involved auditing revenue recognized over time on manufacturing contracts, specifically management's estimates for total estimated costs at completion of performance obligations[182](index=182&type=chunk)[183](index=183&type=chunk) Consolidated Balance Sheet Highlights (in thousands) | Metric | June 28, 2025 | June 29, 2024 | | :-------------------------- | :------------ | :------------ | | Total Current Assets | $234,173 | $288,399 | | Total Assets | $315,874 | $355,343 | | Total Current Liabilities | $91,991 | $104,176 | | Total Liabilities | $198,740 | $231,353 | | Total Shareholders' Equity | $117,134 | $123,990 | Consolidated Statements of Operations Highlights (in thousands) | Metric | FY2025 | FY2024 | | :---------------------------------- | :------- | :------- | | Net sales | $467,871 | $566,942 | | Gross profit | $36,427 | $39,879 | | Operating income | $562 | $6,758 | | Loss before income taxes | $(11,961) | $(5,187) | | Net loss | $(8,318) | $(2,787) | | Net loss per share — Basic | $(0.77) | $(0.26) | Consolidated Statements of Cash Flows Highlights (in thousands) | Activity | FY2025 | FY2024 | | :---------------------------------- | :------- | :------- | | Cash provided by operating activities | $18,929 | $13,776 | | Cash used in investing activities | $(4,199) | $(2,108) | | Cash used in financing activities | $(18,098) | $(10,519) | | Net increase (decrease) in cash | $(3,368) | $1,149 | | Cash and cash equivalents, end of period | $1,384 | $4,752 | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=57&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) Key Tronic reported no changes in or disagreements with accountants on accounting and financial disclosure matters - There were no changes in or disagreements with accountants on accounting and financial disclosure[309](index=309&type=chunk) [Item 9A. Controls and Procedures](index=58&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management assessed disclosure controls and internal control over financial reporting as effective, having remediated prior material weaknesses [Evaluation of Disclosure Controls and Procedures](index=58&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) [Management's Report on Internal Control over Financial Reporting](index=58&type=section&id=Management%27s%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting) [Remediation Update](index=58&type=section&id=Remediation%20Update) [Changes in Internal Control over Financial Reporting](index=60&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - As of June 28, 2025, the company's disclosure controls and procedures were deemed effective[311](index=311&type=chunk) - Management concluded that internal control over financial reporting was effective as of June 28, 2025, based on the COSO framework[314](index=314&type=chunk) - Material weaknesses identified as of June 29, 2024, related to revenue recognition for material price variances and the adoption of new accounting standards, have been remediated during fiscal year 2025[315](index=315&type=chunk)[317](index=317&type=chunk)[318](index=318&type=chunk) - Remediation actions included training, enhanced closing process documentation, and hiring technical accounting finance staff[320](index=320&type=chunk) [Item 9B. Other Information](index=61&type=section&id=Item%209B.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements in FY2025 - No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during fiscal year 2025[321](index=321&type=chunk) [Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](index=61&type=section&id=Item%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is not applicable to Key Tronic Corporation - Not applicable[322](index=322&type=chunk) [PART III](index=61&type=section&id=PART%20III) Covers Key Tronic's corporate governance, executive compensation, security ownership, related party transactions, and accounting fees [Item 10. Directors, Executive Officers and Corporate Governance](index=61&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2025 Proxy Statement - Information on directors, executive officers, and corporate governance is incorporated by reference from the 2025 Proxy Statement and Item 1 of Part 1[324](index=324&type=chunk)[325](index=325&type=chunk) - The Board of Directors has adopted a written Code of Conduct applicable to directors and employees, available on the company's website[327](index=327&type=chunk) [Item 11. Executive Compensation](index=61&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation information is incorporated by reference from the 2025 Proxy Statement - Executive compensation information is incorporated by reference from the 2025 Proxy Statement[328](index=328&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=61&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership and equity compensation plan information is incorporated by reference from the 2025 Proxy Statement - Security ownership and equity compensation plan information is incorporated by reference from the 2025 Proxy Statement[329](index=329&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=62&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related person transactions and director independence is incorporated by reference from the 2025 Proxy Statement - Information on related person transactions and director independence is incorporated by reference from the 2025 Proxy Statement[330](index=330&type=chunk) [Item 14. Principal Accounting Fees and Services](index=62&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Principal accounting fees and services information is incorporated by reference from the 2025 Proxy Statement - Principal accounting fees and services information is incorporated by reference from the 2025 Proxy Statement[331](index=331&type=chunk) - Baker Tilly US, LLP is the independent registered public accounting firm[331](index=331&type=chunk) [PART IV](index=62&type=section&id=PART%20IV) Details Key Tronic's financial statements, exhibits, and the absence of a Form 10-K summary [Item 15. Exhibits and Financial Statement Schedule](index=62&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedule) This section lists financial statements and a detailed schedule of exhibits, including corporate governance and loan agreements [FINANCIAL STATEMENTS](index=62&type=section&id=FINANCIAL%20STATEMENTS) [EXHIBITS](index=63&type=section&id=EXHIBITS) - The section includes a list of financial statements and a detailed schedule of exhibits[333](index=333&type=chunk)[334](index=334&type=chunk) - Exhibits cover corporate governance documents, compensation plans, employment contracts, and various loan and security agreements[334](index=334&type=chunk)[335](index=335&type=chunk)[336](index=336&type=chunk) - XBRL interactive data files are included, with specific taxonomy extension documents[336](index=336&type=chunk) [Item 16. Form 10-K Summary](index=66&type=section&id=Item%2016.%20Form%2010-K%20Summary) No Form 10-K Summary was provided - No Form 10-K Summary was provided[337](index=337&type=chunk) [SIGNATURES](index=67&type=section&id=SIGNATURES) Official declarations and attestations by Key Tronic Corporation's executive officers and directors [Signatures](index=67&type=section&id=Signatures) The report was signed by Key Tronic's President/CEO and EVP/CFO/Treasurer, along with Directors, on September 16, 2025 - The report was signed by Brett R. Larsen (President and CEO) and Anthony G. Voorhees (EVP, CFO, and Treasurer) on September 16, 2025[339](index=339&type=chunk)