[FORM 8-K Filing Information](index=1&type=section&id=Filing%20Information) This section details the registrant's identification, legal status, and securities information for the FORM 8-K filing [Registrant Details](index=1&type=section&id=Registrant%20Details) This section provides the core identification details for the registrant, UPEXI, INC., including its legal name, jurisdiction, principal executive offices, and contact information - The registrant is **UPEXI, INC.**, incorporated in Delaware[1](index=1&type=chunk) - The principal executive offices are located at 3030 N. Rocky Point Drive, Suite 420, Tampa, FL 33607, with telephone number **(727) 287-2800**[2](index=2&type=chunk) [Securities and Filing Status](index=1&type=section&id=Securities%20and%20Filing%20Status) This part outlines the registrant's securities registered under Section 12(b) of the Act and confirms its status as an emerging growth company | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :--- | :--- | :--- | | Common Stock, par value $0.00001 | UPXI | NASDAQ | - The registrant is an **emerging growth company**[3](index=3&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This section presents Upexi, Inc.'s financial highlights for the year ended June 30, 2025, and an update on its Solana treasury holdings [Financial Highlights and Treasury Holdings Update](index=2&type=section&id=Financial%20Highlights%20and%20Treasury%20Holdings%20Update) Upexi, Inc. issued a press release on September 24, 2025, announcing financial highlights for the year ended June 30, 2025, and providing an update on its treasury holdings, specifically Solana, as of September 2025. This information is furnished and not deemed 'filed' for certain purposes - Upexi, Inc. announced financial highlights for the year ended June 30, 2025, via a press release on **September 24, 2025**[4](index=4&type=chunk) | Metric | Value | As of Date | | :--- | :--- | :--- | | Treasury Holding Solana (USD) | $433 million | September 23, 2025 | | Treasury Holding Solana (SOL) | 2,018,419 SOL | September 10, 2025 | - The update also included other metrics such as net asset value, unrealized gain, SOL per share, and staking[4](index=4&type=chunk) - The information in Item 2.02, including Exhibit 99.1, is furnished and not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, nor incorporated by reference in other filings unless expressly set forth[5](index=5&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section provides a comprehensive list of all financial statements and exhibits accompanying the FORM 8-K filing [List of Exhibits](index=2&type=section&id=List%20of%20Exhibits) This section lists the exhibits accompanying the Form 8-K filing, which include the press release detailing financial results and the interactive data file | Exhibit No. | Exhibit Description | | :--- | :--- | | 99.1 | Press Release of Upexi, Inc., dated September 24, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | [Signatures](index=2&type=section&id=SIGNATURES) This section confirms the official authorization and signing of the FORM 8-K report by the designated corporate officer [Report Authorization](index=2&type=section&id=Report%20Authorization) The report was duly signed on behalf of Upexi, Inc. by its Chief Financial Officer, Andrew J. Norstrud, on September 26, 2025, pursuant to the requirements of the Securities Exchange Act of 1934 - The report was signed by **Andrew J. Norstrud**, Chief Financial Officer of UPEXI, INC.[9](index=9&type=chunk) - The report was dated **September 26, 2025**[9](index=9&type=chunk)

Exhibit 99.2 SPRINGVIEW HOLDINGS LTD INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS | UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 (AUDITED) | | | --- | --- | | AND JUNE 30, 2025 | F-2 | | UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE | | | INCOME (LOSS) FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025 | F-3 | | UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'EQUITY | | | FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025 | F- ...

PART I [CAUTION REGARDING FORWARD-LOOKING STATEMENTS](index=3&type=section&id=CAUTION%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section highlights that the Annual Report on Form 10-K contains forward-looking statements, which involve known and unknown risks and uncertainties that could cause actual results to differ materially - The report contains forward-looking statements subject to known and unknown risks and uncertainties, which may cause actual results to differ materially[11](index=11&type=chunk) - Investors should not place undue reliance on forward-looking statements and are encouraged to review the 'Risk Factors' section[11](index=11&type=chunk)[12](index=12&type=chunk) [Item 1. Business](index=3&type=section&id=Item%201.%20Business) Copart, Inc. is a leading global provider of online vehicle auctions and remarketing services, operating in multiple countries, focusing on environmental stewardship and social benefits - Copart is a leading global provider of online vehicle auctions and remarketing services, with operations in the U.S., U.K., Germany, Brazil, Canada, U.A.E., Spain, Finland, Oman, Republic of Ireland, and Bahrain[14](index=14&type=chunk) - The company's business model emphasizes environmental stewardship by facilitating vehicle reuse and recycling, and social benefits by providing affordable mobility and disaster recovery support[15](index=15&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk) - Copart primarily obtains vehicles (**81% in fiscal 2025**) from insurance companies, selling them through its VB3 online auction platform to licensed dismantlers, rebuilders, dealers, exporters, and the general public[19](index=19&type=chunk)[80](index=80&type=chunk) [Corporate Information](index=3&type=section&id=Corporate%20Information) Copart, Inc. was incorporated in California in 1982, went public in 1994, reincorporated in Delaware in 2012, and has its principal executive offices in Dallas, Texas - Copart, Inc. was incorporated in California in 1982, became public in 1994, and reincorporated in Delaware in January 2012[13](index=13&type=chunk) - The principal executive offices are located in Dallas, Texas, and the company provides SEC filings on its website[13](index=13&type=chunk) [Overview](index=3&type=section&id=Overview) Copart operates globally, providing online vehicle auctions and remarketing services through its VB3 platform, supporting environmental sustainability and operational efficiency - Copart operates globally, providing online auctions and vehicle remarketing services across North America, Europe, and the Middle East[14](index=14&type=chunk) - The company's business model supports environmental sustainability by extending vehicle useful life and facilitating recycling, reducing the carbon footprint of the transportation industry[15](index=15&type=chunk)[17](index=17&type=chunk) - Copart's VB3 online auction platform enables a two-step bidding process, increasing buyer participation and operational efficiency by eliminating physical auction requirements[21](index=21&type=chunk) Fiscal Year 2025 Key Financials and Sales Distribution | Metric | Value | | :----- | :---- | | Revenues (FY2025) | $4.6 billion | | Operating Income (FY2025) | $1.7 billion | | U.S. Vehicles Sold (Out-of-State) | 69.8% | | U.S. Vehicles Sold (International) | 38.8% | [Industry Overview](index=6&type=section&id=Industry%20Overview) The vehicle remarketing industry facilitates the liquidation of vehicles to a broad buyer pool, with insurance companies as primary sellers and Copart utilizing a virtual marketplace - The vehicle remarketing industry provides a platform for sellers to liquidate vehicles to a broad buyer pool, with Copart primarily using a virtual marketplace (VB3) to eliminate physical auction requirements[28](index=28&type=chunk) - Insurance companies are the primary sellers, typically disposing of total loss or recovered stolen vehicles, while buyers include dismantlers, rebuilders, dealers, and exporters[19](index=19&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk)[33](index=33&type=chunk) - Newer vehicles are more likely to be deemed a total loss due to increasing repair costs associated with advanced features and complex construction[34](index=34&type=chunk) - Key factors for insurance companies selecting a remarketing service include anticipated salvage return, service quality, pricing, disaster response capability, geographic coverage, and data analytics[35](index=35&type=chunk)[39](index=39&type=chunk) [Operating and Growth Strategy](index=9&type=section&id=Operating%20and%20Growth%20Strategy) Copart's growth strategy focuses on global expansion through facility acquisition, seller agreements, service enhancement, and leveraging its VB3 platform in new markets - Copart's growth strategy focuses on increasing revenues and profitability through acquiring and developing new vehicle storage facilities globally, pursuing global seller agreements, expanding service offerings, and applying VB3 to new markets[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - The company aims to integrate new acquisitions into its global network, capitalize on operating efficiencies, and enhance services with real-time data access and claims/salvage management tools[41](index=41&type=chunk)[43](index=43&type=chunk) [Our Competitive Advantages](index=9&type=section&id=Our%20Competitive%20Advantages) Copart's competitive advantages include extensive geographic coverage, comprehensive value-added services, a proven acquisition integration track record, and proprietary management information systems - Copart leverages its extensive geographic coverage across multiple countries to offer integrated services and efficient disaster response, enhancing selling prices and reducing administrative effort for sellers[44](index=44&type=chunk)[46](index=46&type=chunk) - The company provides a comprehensive range of value-added services, including internet bidding (VB3), mobile apps, predictive analytics, 'Buy It Now' and 'Make An Offer' options, online payment, and expedited total loss assessment tools (Total Loss Express 360, Co.ai)[46](index=46&type=chunk) - Copart has a proven track record of successfully acquiring and integrating facilities globally, utilizing its corporate and technology infrastructure to introduce comprehensive services and operational expertise[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) - Proprietary management information and software systems (G2, CAS) provide online access to data and reports for vehicle sellers, streamlining the sales process and minimizing costs[48](index=48&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk) [Our Business Segments](index=12&type=section&id=Our%20Business%20Segments) Copart operates and reports its financial performance in two primary geographic segments: U.S. and International - Copart operates and reports in two primary geographic segments: U.S. and International[49](index=49&type=chunk) Revenue Distribution by Segment (FY2025) | Segment | Revenue Percentage | | :-------- | :----------------- | | U.S. | 83.0% | | International | 17.0% | [Our Service Offerings](index=12&type=section&id=Our%20Service%20Offerings) Copart provides a comprehensive suite of services to vehicle sellers, including online inventory management, AI-powered salvage estimation, transportation, and flexible processing programs - Copart offers a comprehensive suite of services to vehicle sellers, including online inventory management (Copart Access), AI-powered salvage estimation (Co.ai), and automated auction decision tools (IntelliSeller)[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) - Services also include transportation, on-site vehicle inspection stations, real-time data reporting, expedited title processing (Title Express), and loan payoff facilitation[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk) - Flexible vehicle processing programs (Percentage Incentive, Consignment, Purchase) are offered, with merchandising efforts to maximize sales prices[62](index=62&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) - Specialized services cater to financial institutions (BluCar), dealers (Copart Dealer Services), the general public (Cash For Cars), powersports (National Powersport Auctions), and heavy equipment (Purple Wave Inc.)[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk)[74](index=74&type=chunk) - Technological enhancements include Copart 360 for immersive vehicle views and tiered membership benefits (Guest, Basic, Premier) offering varied access and support levels[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) [Sales](index=18&type=section&id=Sales) Copart maintains a diversified customer base with no single customer exceeding 10% of consolidated revenues, primarily serving insurance companies through an in-house sales force and online channels - No single customer accounted for more than **10% of consolidated revenues** for fiscal years 2023-2025, indicating a diversified customer base[80](index=80&type=chunk) - Insurance companies were the source for **81% of vehicles processed in fiscal 2025 and 2024**, and **83% in fiscal 2023**[80](index=80&type=chunk) - Copart markets its services through an in-house sales force, online channels, and industry events, offering detailed analysis to improve net returns for vehicle sellers[82](index=82&type=chunk) [Members](index=18&type=section&id=Members) Copart's platform serves approximately 1 million registered buyers, including dismantlers, rebuilders, dealers, exporters, and the general public, with membership requiring identification and licenses - Copart maintains a database of approximately **1 million registered buyers**, including dismantlers, rebuilders, dealers, exporters, and the general public[84](index=84&type=chunk) - Membership requires application and identification, with business members needing relevant licenses, to ensure legitimate transactions and prevent frivolous bids[84](index=84&type=chunk) [Competition](index=18&type=section&id=Competition) Copart faces significant competition from other vehicle remarketers and large vehicle dismantlers for supply agreements and storage facility acquisitions in a highly competitive industry - Copart faces significant competition from other vehicle remarketers and large vehicle dismantlers for supply agreements and acquisition of storage facilities[85](index=85&type=chunk) - Principal competitors in the U.S. include RB Global (Insurance Auto Auctions), Carvana, Openlane, Manheim, and ACV Auctions, with LKQ Corporation being the largest national dismantler[85](index=85&type=chunk) [Management Information Systems](index=18&type=section&id=Management%20Information%20Systems) Copart's core management information system, the G2 platform, is an integrated, distributed system accessed globally by employees, members, and sellers, supported by a hybrid infrastructure for redundancy - Copart's primary management information system runs on the G2 platform, an integrated mesh of proprietary, distributed systems based on services architecture and open standards, with some legacy functionality in CAS[86](index=86&type=chunk) - The G2 platform is accessed globally by employees, members for bidding and payment, and sellers via B2B APIs for vehicle assignment and monitoring[87](index=87&type=chunk) - The company has invested in co-located data centers and multiple cloud platforms to create a hybrid infrastructure designed for redundancy and continuous operation[88](index=88&type=chunk) [Employees and Human Capital](index=19&type=section&id=Employees%20and%20Human%20Capital) As of July 31, 2025, Copart had approximately 11,600 global employees, fostering a culture of integrity and diversity, with a People and Culture department focused on talent management and development - As of July 31, 2025, Copart had approximately **11,600 full and part-time employees globally**, with **64% in the U.S.** and **36% internationally**[90](index=90&type=chunk) - The company emphasizes a strong culture built on integrity, ownership, challenging norms, results, and celebrating people, promoting diversity and inclusion across its global workforce[89](index=89&type=chunk) Workforce Demographics (July 31, 2025) | Category | U.S. Workforce | International Workforce | | :--------- | :------------- | :---------------------- | | Total Employees | ~7,400 | ~4,200 | | Male | 54% | 65% | | Female | 45% | 35% | | White | 48% | 45% | | Hispanic/Latino | 3% | 3% | | Black/African American | 14% | 5% | | Asian | 6% | 40% | | Two or more races | 3% | 0% | | Other/Undisclosed | 26% | 7% | | U.S. Management (Male) | 61% | N/A | | U.S. Management (Female) | 39% | N/A | | International Management (Male) | N/A | 70% | | International Management (Female) | N/A | 30% | - The People and Culture department focuses on talent acquisition, employee development and training, performance management, engagement initiatives, and competitive benefits packages[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) [Environmental Matters](index=20&type=section&id=Environmental%20Matters) Copart's operations are subject to environmental laws, requiring active management of potential impacts and substantial expenditures for preventative or remedial actions, despite mitigation efforts - Copart's operations are subject to various environmental laws and regulations across its global storage facilities, requiring active monitoring and management of potential environmental impacts[103](index=103&type=chunk) - The company could incur substantial expenditures for preventative, investigative, or remedial actions and face liability from operations, prior contamination, or waste disposal[103](index=103&type=chunk) - Efforts to mitigate environmental risk include due diligence on new sites, actions to avoid prior owner liability, and acquiring insurance, though no assurance exists these efforts will be sufficient[103](index=103&type=chunk) [Governmental Regulations](index=20&type=section&id=Governmental%20Regulations) Copart's operations are subject to extensive international, federal, provincial, state, and local regulations, with zoning requirements for storage facilities posing expansion challenges - Copart's operations are subject to extensive international, federal, provincial, state, and local regulations concerning vehicle acquisition, sale, licensing, titling, zoning, and environmental matters[104](index=104&type=chunk) - The company's expertise in title processing is a competitive advantage, but zoning requirements for storage facilities can make expansion challenging and expensive[104](index=104&type=chunk) [Intellectual Property and Proprietary Rights](index=22&type=section&id=Intellectual%20Property%20and%20Proprietary%20Rights) Copart protects its VB3 virtual bidding auction platform with a U.S. patent and relies on trade secret, copyright, trademark laws, and contractual agreements for its proprietary technology - Copart holds a U.S. patent for its VB3 virtual bidding auction platform, issued in 2008, effective for **20 years** from the earliest filing date[106](index=106&type=chunk) - The company also relies on trade secret, copyright, and trademark laws, along with contractual agreements, to protect its proprietary technology and products[107](index=107&type=chunk) [Seasonality](index=22&type=section&id=Seasonality) Copart's operating results are subject to quarterly variations influenced by seasonal weather patterns and severe weather events, which impact vehicle volumes and demand for services - Copart's operating results are subject to quarterly variations, primarily influenced by seasonal weather patterns, with higher demand for services during winter months due to increased accidents[108](index=108&type=chunk) - Severe weather events like tornadoes, floods, hurricanes, and hailstorms can also significantly impact vehicle volumes[108](index=108&type=chunk) [Item 1A. Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) This section outlines significant risks that could adversely affect Copart's business, financial condition, and operating results, including dependence on major sellers, international expansion challenges, and cybersecurity threats - Dependence on a limited number of major vehicle sellers for a substantial portion of revenues poses a risk, as loss of these sellers or changes in agreements could adversely affect financial results[110](index=110&type=chunk) - International expansion exposes the company to risks such as integration failures, managing foreign offices, compliance with complex laws, foreign currency exchange rate risk, and geopolitical issues[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - Cybersecurity threats, including online commerce security breaches, credit card fraud, and ransomware attacks, could disrupt business, damage reputation, and lead to significant legal and financial exposure[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) - The vehicle sales industry is highly competitive, with risks from other remarketers and dismantlers, potentially leading to market share loss or increased acquisition costs for facilities[134](index=134&type=chunk)[135](index=135&type=chunk) - Regulatory compliance and legal matters, including privacy laws (GDPR, CCPA, LGPD), anti-bribery laws, and vehicle import/export regulations, can impair operations, increase costs, and create potential liabilities[137](index=137&type=chunk)[139](index=139&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk) [Risks Related to Our Business and Industry](index=22&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) Copart faces risks from dependence on major sellers, international expansion, capacity constraints, acquisition challenges, subhauler issues, new member programs, weather, talent retention, and intense competition - Dependence on a limited number of major vehicle sellers for a substantial portion of revenues poses a risk, as loss of these sellers or changes in agreements could adversely affect financial results[110](index=110&type=chunk) - International expansion exposes the company to risks such as integration failures, managing foreign offices, compliance with complex laws, foreign currency exchange rate risk, and geopolitical issues[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - The company's online auction model may not yield the same synergies and benefits in new markets as it did in the U.S., Canada, and U.K[119](index=119&type=chunk)[120](index=120&type=chunk) - Failure to maintain sufficient capacity at storage facilities, especially after adverse weather events, could harm relationships with sellers[121](index=121&type=chunk) - Growth rate may decline if the company cannot successfully complete acquisitions and develop new facilities on favorable terms, or if it faces regulatory hurdles[122](index=122&type=chunk)[125](index=125&type=chunk) - Problems with subhaulers and the trucking fleet, including increased fuel costs or disruptions, could harm business and increase operating expenses[128](index=128&type=chunk)[129](index=129&type=chunk) - New member programs, such as opening auctions to the general public, involve material expenditures and could introduce heightened regulatory and litigation risks[130](index=130&type=chunk) - Mild weather reduces salvage vehicle supply, negatively impacting revenues, while extreme weather can lead to oversupply and abnormal expenses due to capacity constraints[131](index=131&type=chunk) - Loss of key management or inability to attract and retain talent, particularly for the core technology platform, could hinder business management and objective achievement[132](index=132&type=chunk)[133](index=133&type=chunk) - The vehicle sales industry is highly competitive, with national, regional, and local competitors, including large dismantlers, potentially having greater financial resources and established relationships[134](index=134&type=chunk)[135](index=135&type=chunk) [Risks Related to Regulatory Compliance and Legal Matters](index=28&type=section&id=Risks%20Related%20to%20Regulatory%20Compliance%20and%20Legal%20Matters) Copart faces risks from public opposition to facility expansion, non-compliance with anti-bribery and data protection laws, inventory risks from principal-based transactions, and environmental liabilities - Business activities and facility expansions may face public opposition, leading to reputational and political risks, and impacting the ability to obtain necessary permits[136](index=136&type=chunk) - International operations expose the company to risks of non-compliance with anti-bribery laws (e.g., U.S. FCPA, U.K. Bribery Act) and trade controls, potentially leading to penalties and reputational harm[137](index=137&type=chunk)[139](index=139&type=chunk) - Transacting on a principal basis (purchasing and reselling vehicles) exposes the company to inventory risks and may not be readily adopted in new markets where insurers are less involved in vehicle disposition[140](index=140&type=chunk)[141](index=141&type=chunk) - Compliance with evolving domestic and international privacy and data protection laws (e.g., GDPR, CCPA, LGPD) may incur substantial costs, require business practice changes, and lead to penalties for noncompliance[142](index=142&type=chunk) - The vehicle sales industry is subject to complex laws and regulations (e.g., land use, licensing, titling, environmental), with non-compliance potentially resulting in investigations, penalties, and operational impairment[143](index=143&type=chunk) - Changes in laws or interpretations affecting vehicle import and export could reduce demand for vehicles and impact the international buyer base[144](index=144&type=chunk) - Operation of storage facilities carries environmental risks, including potential for substantial expenditures for remediation and liabilities from contamination, which could materially affect financial results[145](index=145&type=chunk) - Changes in tax laws, interpretations, or adverse determinations by tax authorities could increase the tax burden and negatively affect financial condition[146](index=146&type=chunk)[147](index=147&type=chunk) [Risks Related to Our Intellectual Property and Technology](index=31&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property%20and%20Technology) Copart faces risks from IT system disruptions, cyber-attacks, inability to protect intellectual property, costly IP claims, difficulties in system implementation, and rapid technological changes - Disruptions to IT systems, including cyber-attacks (e.g., ransomware), employee error, or technological failures, could render the auction platform inoperable, damage reputation, and lead to financial and legal liabilities[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) - Inability to protect intellectual property rights (patents, trademarks, trade secrets) could have a material adverse effect on the business, especially with increased reliance on auction technologies[154](index=154&type=chunk)[155](index=155&type=chunk) - The company may face costly intellectual property rights claims, which could require damages payments, limit technology use, or necessitate developing expensive alternative technologies[156](index=156&type=chunk) - Difficulties in designing, developing, and implementing the proprietary enterprise operating system could cause disruptions, delays, or deficiencies, impacting business operations and financial performance[157](index=157&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk) - Rapid technological changes, including the emergence of AI, machine learning, and generative AI, could render existing technology obsolete or decrease competitiveness, requiring significant resources for adaptation and compliance with evolving regulations[160](index=160&type=chunk)[161](index=161&type=chunk) [Risks Related to Ownership of Our Common Stock](index=33&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Common%20Stock) Copart's stock performance may fluctuate due to external factors, and significant insider ownership or anti-takeover provisions could influence stockholder-approved matters or limit actions - Annual and quarterly performance may fluctuate due to various factors beyond control, including market value of vehicles, commodity prices, foreign exchange, supply chain disruptions, and weather, potentially causing stock price decline[162](index=162&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk)[167](index=167&type=chunk) - Executive officers, directors, and their affiliates collectively own over **10% of common stock**, giving them significant influence over stockholder-approved matters, which may differ from other stockholders' interests[166](index=166&type=chunk)[168](index=168&type=chunk) - Certain provisions in the company's certificate of incorporation and bylaws, such as authorized preferred stock and advance notice requirements, may have anti-takeover effects or limit stockholder actions[169](index=169&type=chunk) - The designation of the Delaware Court of Chancery as the exclusive forum for certain disputes could limit stockholders' choice of judicial forum, potentially increasing costs or discouraging lawsuits[170](index=170&type=chunk)[172](index=172&type=chunk) [General Risk Factors](index=36&type=section&id=General%20Risk%20Factors) Copart's financial results are exposed to risks from cash investments, self-insurance estimates, macroeconomic factors, adverse economic conditions, and foreign currency exchange rate fluctuations - Cash investments are subject to risks like interest rate fluctuations, credit risk, and market risk, which could lead to losses or impairment of invested cash[173](index=173&type=chunk) - Being partially self-insured for certain losses means that if estimates of future claims differ from actual trends, operating results could be harmed[174](index=174&type=chunk) - Macroeconomic factors such as fuel prices, commodity prices, used car prices, and vehicle technological advances (e.g., accident avoidance systems) can adversely affect revenues and operating results by impacting accident rates and total loss frequency[175](index=175&type=chunk) - Adverse U.S. and international economic conditions, including downturns, inflation, and volatile credit markets, may negatively affect business by reducing miles driven, increasing uninsured motorists, and impacting buyer financing[176](index=176&type=chunk) - Fluctuations in foreign currency exchange rates, particularly for Pounds Sterling, Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar, could result in declines in reported revenues and earnings, as the company does not engage in hedging[177](index=177&type=chunk) [Item 1B. Unresolved Staff Comments](index=37&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments to report for the fiscal year ended July 31, 2025 - No unresolved staff comments were reported[178](index=178&type=chunk) [Item 1C. Cybersecurity](index=37&type=section&id=Item%201C.%20Cybersecurity) Copart proactively manages cybersecurity risks through a comprehensive program based on defense-in-depth and resilience strategies, with Board Audit Committee oversight and management responsibility - Copart proactively identifies, evaluates, and manages cybersecurity threats, including disruption, intellectual property theft, fraud, and data breaches[179](index=179&type=chunk) - The company's cybersecurity strategy employs defense-in-depth (layered security controls) and resilience (business continuity and disaster recovery) to protect against and respond to threats[180](index=180&type=chunk) - The Board's Audit Committee oversees the cybersecurity program, receiving quarterly updates and annual detailed presentations from the Chief Information Security Officer, with one committee member being a cybersecurity subject matter expert[182](index=182&type=chunk) - Management, led by the Chief Information Security Officer, is responsible for assessing and managing risks, with an incident response team for addressing and recovering from cybersecurity incidents[183](index=183&type=chunk)[184](index=184&type=chunk) [Risk Management and Strategy](index=37&type=section&id=Risk%20Management%20and%20Strategy) Copart employs holistic processes to identify, assess, manage, and disclose cybersecurity risks, utilizing a defense-in-depth and resilience strategy based on the NIST security framework - Copart employs holistic and focused processes for identifying, assessing, managing, and disclosing material cybersecurity risks, involving executive leadership, finance, legal, tech, operations teams, and external advisors[179](index=179&type=chunk) - The cybersecurity strategy is built on defense in depth (layered security controls) and resilience (business continuity and disaster recovery) to protect against and recover from cyber threats[180](index=180&type=chunk) - The company uses the National Institute for Standards in Technology security framework to evaluate and continuously enhance its cybersecurity controls[180](index=180&type=chunk) [Governance](index=38&type=section&id=Governance) The Board's Audit Committee oversees Copart's cybersecurity program, receiving regular updates from the Chief Information Security Officer, who leads management's risk assessment and incident response efforts - The Board of Directors has delegated cybersecurity program oversight to the Audit Committee, which receives quarterly updates and annual detailed presentations from the Chief Information Security Officer[182](index=182&type=chunk) - The Audit Committee includes a member with expertise in technology and cybersecurity[182](index=182&type=chunk) - Management, led by the Chief Information Security Officer, is responsible for assessing and managing cybersecurity risks and leads an incident response team for addressing and recovering from incidents[183](index=183&type=chunk)[184](index=184&type=chunk) [Item 2. Properties](index=38&type=section&id=Item%202.%20Properties) Copart's corporate headquarters is in Dallas, Texas, and it operates 281 facilities globally, including owned or leased properties across every U.S. state, several Canadian provinces, the U.K., Brazil, Republic of Ireland, U.A.E., Oman, Bahrain, Finland, Germany, and Spain. The company believes its current facilities are adequate and that additional space will be available for expansion - Copart's corporate headquarters is in Dallas, Texas[185](index=185&type=chunk) - The company operates **281 total operating facilities globally**, including owned or leased properties in the U.S., Canada, U.K., Brazil, Republic of Ireland, U.A.E., Oman, Bahrain, Finland, Germany, and Spain[185](index=185&type=chunk) - Existing facilities are considered adequate, and suitable additional or substitute space is expected to be available for future expansion[185](index=185&type=chunk) [Item 3. Legal Proceedings](index=38&type=section&id=Item%203.%20Legal%20Proceedings) For a discussion of legal proceedings, refer to Note 15 — Commitments and Contingencies in the Notes to Consolidated Financial Statements - Legal proceedings are discussed in Note 15 — Commitments and Contingencies[186](index=186&type=chunk) [Item 4. Mine Safety Disclosure](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) This item is not applicable to Copart, Inc - Mine Safety Disclosure is not applicable[187](index=187&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=40&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section provides information on Copart's common stock market, including outstanding shares, trading symbol, and shareholder count, details its stock repurchase program, dividend policy, and presents a performance graph - As of July 31, 2025, **967,478,690 shares of common stock** were issued and outstanding, with **714 holders of record**[189](index=189&type=chunk) - Copart's common stock is quoted on the NASDAQ Global Select Market under the symbol '**CPRT**'[189](index=189&type=chunk) - The Board approved a stock repurchase program for up to **784 million shares**, but no repurchases were made in fiscal years 2023, 2024, or 2025[190](index=190&type=chunk) - Copart has not paid a cash dividend since becoming a public company in 1994 and intends to retain earnings for business use, subject to credit agreement covenants[192](index=192&type=chunk) 5-Year Cumulative Total Return Comparison (July 31, 2020 - July 31, 2025) | Index | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | :----------------- | :----- | :----- | :----- | :----- | :----- | :----- | | Copart, Inc. | $100.00 | $157.64 | $137.37 | $189.58 | $224.47 | $194.45 | | NASDAQ Composite | $100.00 | $137.53 | $116.97 | $136.63 | $168.91 | $204.14 | | NASDAQ Industrial | $100.00 | $125.18 | $102.33 | $106.91 | $112.73 | $135.38 | | S&P 500 Index | $100.00 | $136.45 | $130.12 | $147.05 | $179.62 | $208.96 | [Market Information](index=40&type=section&id=Market%20Information) As of July 31, 2025, Copart had 967,478,690 shares of common stock outstanding, traded on the NASDAQ Global Select Market under 'CPRT' at $45.33 per share - As of July 31, 2025, there were **967,478,690 shares of common stock** issued and outstanding[189](index=189&type=chunk) - The common stock is traded on the NASDAQ Global Select Market under the symbol '**CPRT**'[189](index=189&type=chunk) - The closing sales price on July 31, 2025, was **$45.33 per share**[189](index=189&type=chunk) [Repurchases of Our Common Stock](index=40&type=section&id=Repurchases%20of%20Our%20Common%20Stock) The Board approved a stock repurchase program for 784 million shares, with 325,803,208 shares remaining available, but no repurchases were made in fiscal years 2023-2025 - The Board of Directors approved a stock repurchase program with a total authorization of **784 million shares**[190](index=190&type=chunk) - No shares were repurchased under the program in fiscal years 2025, 2024, or 2023[190](index=190&type=chunk) - As of July 31, 2025, **325,803,208 shares** remained available for repurchase[190](index=190&type=chunk) [Dividend Policies](index=40&type=section&id=Dividend%20Policies) Copart has not paid cash dividends since its 1994 public offering, intending to retain earnings for business use, subject to limitations under its credit agreement - Copart has not paid a cash dividend since becoming a public company in 1994[192](index=192&type=chunk) - The company intends to retain any earnings for use in its business[192](index=192&type=chunk) - Dividend payments are subject to limitations and restrictions under the Second Amended and Restated Credit Agreement[192](index=192&type=chunk) [Issuances of Unregistered Securities](index=41&type=section&id=Issuances%20of%20Unregistered%20Securities) There were no issuances of unregistered securities by Copart in the year ended July 31, 2025 - There were no issuances of unregistered securities in the year ended July 31, 2025[194](index=194&type=chunk) [Performance Graph](index=41&type=section&id=Performance%20Graph) A line graph compares Copart's cumulative total return against the NASDAQ Composite, NASDAQ Industrial, and S&P 500 Indices for the five years ended July 31, 2025 - A line graph compares the cumulative total return of Copart's common stock against the NASDAQ Composite Index, NASDAQ Industrial Index, and S&P 500 Index for the five years ended July 31, 2025[196](index=196&type=chunk)[197](index=197&type=chunk) 5-Year Cumulative Total Return (July 31, 2020 - July 31, 2025) | Index | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | :----------------- | :----- | :----- | :----- | :----- | :----- | :----- | | Copart, Inc. | $100.00 | $157.64 | $137.37 | $189.58 | $224.47 | $194.45 | | NASDAQ Composite | $100.00 | $137.53 | $116.97 | $136.63 | $168.91 | $204.14 | | NASDAQ Industrial | $100.00 | $125.18 | $102.33 | $106.91 | $112.73 | $135.38 | | S&P 500 Index | $100.00 | $136.45 | $130.12 | $147.05 | $179.62 | $208.96 | [Item 6. Reserved](index=41&type=section&id=Item%206.%20Reserved) This item is reserved and contains no information - Item 6 is reserved[200](index=200&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides a detailed discussion and analysis of Copart's financial condition and operating results for fiscal years 2023-2025, covering performance, acquisitions, liquidity, and accounting policies - Copart is a leading global provider of online auctions and vehicle remarketing services, operating in multiple countries[203](index=203&type=chunk) - The company's business model aims for sustainable profits while providing environmental benefits through vehicle reuse and recycling, and social benefits through affordable mobility and disaster response[204](index=204&type=chunk)[205](index=205&type=chunk) - Copart primarily serves insurance companies, processing and selling vehicles through its VB3 online auction platform[206](index=206&type=chunk) [Overview](index=43&type=section&id=Overview) Copart is a leading global provider of online vehicle auctions and remarketing services, focused on sustainable profits, environmental benefits, and community support through its VB3 platform - Copart operates as a leading global provider of online vehicle auctions and remarketing services across the U.S., U.K., Germany, Brazil, Canada, U.A.E., Spain, Finland, Oman, Republic of Ireland, and Bahrain[203](index=203&type=chunk) - The company's core mission includes generating sustainable profits, enabling global vehicle reuse and recycling, and supporting communities through affordable mobility and catastrophic weather event management[204](index=204&type=chunk)[205](index=205&type=chunk) - Copart utilizes its Virtual Bidding Third Generation (VB3) internet auction technology to process and sell vehicles, primarily from insurance companies (**81% of total vehicles in FY2025**)[206](index=206&type=chunk) - Revenue is primarily derived from auction and auction-related sales transaction fees for remarketing services, with some operations (U.K., Germany, Spain) also involving principal-based vehicle purchases and resale[207](index=207&type=chunk)[208](index=208&type=chunk) [Key Financial Performance Measures](index=45&type=section&id=Key%20Financial%20Performance%20Measures) Copart's revenue is driven by auction fees and vehicle sales, influenced by total loss frequency and selling prices, while operating costs include facility operations, vehicle costs, and general administrative expenses - Service revenues include auction and auction-related fees, while purchased vehicle revenue includes gross sales price of vehicles owned by Copart[209](index=209&type=chunk) - Revenue is influenced by total loss frequency, average vehicle auction selling price (driven by market demand, used car pricing, parts demand, car mix, exchange rates, and commodity prices), and repair costs[210](index=210&type=chunk) - Operating costs consist of facility operations (labor, transportation, facilities, marketing) and cost of vehicles sold. General and administrative expenses cover executive, accounting, data processing, sales, professional services, and technology[211](index=211&type=chunk) - Other income primarily includes interest income on U.S. Treasury Bills, foreign exchange gains/losses, asset disposal gains/losses, and earnings from unconsolidated affiliates[212](index=212&type=chunk) - Liquidity and cash flows are primarily driven by cash flow from operations, influenced by seasonality, market wins/losses, supplier mix, accident/total loss frequency, volume, pricing, and foreign currency rates[213](index=213&type=chunk)[214](index=214&type=chunk) [Acquisitions and New Operations](index=46&type=section&id=Acquisitions%20and%20New%20Operations) Copart's expansion strategy involves acquiring and developing new facilities globally to strengthen coverage and integrate services, with several new operational facilities opened across various regions - Copart's expansion strategy involves acquiring and developing new facilities globally to strengthen coverage and provide integrated services[216](index=216&type=chunk)[219](index=219&type=chunk) New Operational Facilities Opened (August 1, 2022 - July 31, 2025) | Location | Geographic Service Area | Date Opened | | :----------------------- | :---------------------- | :---------- | | Anchorage, Alaska | United States | August 2022 | | Rapid City, South Dakota | United States | August 2022 | | Kansas City, Missouri | United States | September 2022 | | Brasília, Brazil | Brazil | September 2022 | | Grenada, Mississippi | United States | January 2023 | | Büdingen, Hesse | Germany | January 2023 | | Ottawa, Ontario | Canada | February 2023 | | Windham, New England | United States | March 2023 | | Las Vegas West, Nevada | United States | June 2023 | | Akron, Ohio | United States | July 2023 | | Wayland, Michigan | United States | July 2023 | | Rutland, Vermont | United States | August 2023 | | Corby, England | United Kingdom | October 2023 | | Phoenix, Arizona | United States | November 2023 | | Glasgow, Scotland | United Kingdom | December 2023 | | Alhendin, Granada | Spain | January 2024 | | Gloucester, England | United Kingdom | March 2024 | | Barcelona, Spain | Spain | May 2024 | | Austin, Texas | United States | June 2024 | | Cookstown, Ontario | Canada | July 2024 | | Casper, Wyoming | United States | July 2024 | | Napa, California | United States | October 2024 | | St. Helens, England | United Kingdom | October 2024 | | Laurel, Maryland | United States | November 2024 | | Castellón, Spain | Spain | November 2024 | | Vitoria, Spain | Spain | December 2024 | | Chicago, Illinois | United States | May 2025 | [Results of Operations](index=47&type=section&id=Results%20of%20Operations) This section details the consolidated statements of income, comparing service revenues, vehicle sales, operating expenses, other income, and income taxes for fiscal years 2023-2025 Consolidated Statements of Income (Percentage of Total Service Revenues and Vehicle Sales) | (In percentages) | 2025 | 2024 | 2023 | | :-------------------------------- | :--- | :--- | :--- | | Service revenues | 85 % | 84 % | 83 % | | Vehicle sales | 15 % | 16 % | 17 % | | Total service revenues and vehicle sales | 100 % | 100 % | 100 % | | Operating expenses: | | | | | Facility operations | 42 % | 40 % | 39 % | | Cost of vehicle sales | 13 % | 15 % | 15 % | | General and administrative | 9 % | 8 % | 7 % | | Total operating expenses | 64 % | 63 % | 61 % | | Operating income | 36 % | 37 % | 39 % | | Total other income | 4 % | 3 % | 3 % | | Income before income taxes | 40 % | 40 % | 42 % | | Income tax expense | 7 % | 8 % | 8 % | | Net income | 33 % | 32 % | 34 % | Service Revenues Comparison (FY2025 vs. FY2024 vs. FY2023) | (In thousands) | 2025 | 2024 | 2023 | Change (2025 vs. 2024) | % Change (2025 vs. 2024) | Change (2024 vs. 2023) | % Change (2024 vs. 2023) | | :------------- | :---------- | :---------- | :---------- | :--------------------- | :----------------------- | :--------------------- | :----------------------- | | United States | $3,451,558 | $3,126,102 | $2,841,641 | $325,456 | 10.4 % | $284,461 | 10.0 % | | International | $517,104 | $434,900 | $356,487 | $82,204 | 18.9 % | $78,413 | 22.0 % | | Total | $3,968,662 | $3,561,002 | $3,198,128 | $407,660 | 11.4 % | $362,874 | 11.3 % | - Total service revenues increased by **$407.7 million (11.4%)** in fiscal 2025 compared to fiscal 2024, driven by increased revenue per car and volume in both U.S. and International segments, with a positive currency exchange rate fluctuation of **$2.7 million** for International[221](index=221&type=chunk) Vehicle Sales Comparison (FY2025 vs. FY2024 vs. FY2023) | (In thousands) | 2025 | 2024 | 2023 | Change (2025 vs. 2024) | % Change (2025 vs. 2024) | Change (2024 vs. 2023) | % Change (2024 vs. 2023) | | :------------- | :-------- | :-------- | :-------- | :--------------------- | :----------------------- | :--------------------- | :----------------------- | | United States | $403,546 | $338,633 | $348,007 | $64,913 | 19.2 % | $(9,374) | (2.7)% | | International | $274,750 | $337,188 | $323,383 | $(62,438) | (18.5)% | $13,805 | 4.3 % | | Total | $678,296 | $675,821 | $671,390 | $2,475 | 0.4 % | $4,431 | 0.7 % | - Total vehicle sales increased by **$2.5 million (0.4%)** in fiscal 2025 compared to fiscal 2024, with a U.S. increase driven by volume and higher auction selling prices, and an International decrease due to lower auction selling prices and sellers switching to consignment, partially offset by positive currency fluctuations of **$5.7 million**[222](index=222&type=chunk) Facility Operations Expenses Comparison (FY2025 vs. FY2024 vs. FY2023) | (In thousands) | 2025 | 2024 | 2023 | Change (2025 vs. 2024) | % Change (2025 vs. 2024) | Change (2024 vs. 2023) | % Change (2024 vs. 2023) | | :------------- | :---------- | :---------- | :---------- | :--------------------- | :----------------------- | :--------------------- | :----------------------- | | United States | $1,646,183 | $1,440,707 | $1,292,527 | $205,476 | 14.3 % | $148,180 | 11.5 % | | International | $298,135 | $269,377 | $225,502 | $28,758 | 10.7 % | $43,875 | 19.5 % | | Total | $1,944,318 | $1,710,084 | $1,518,029 | $234,234 | 13.7 % | $192,055 | 12.7 % | - Total facility operations expenses increased by **$234.2 million (13.7%)** in fiscal 2025 compared to fiscal 2024, primarily due to increased volume, non-CAT related costs (subhaul, labor, facility), and **$56 million** in one-time CAT costs from Hurricanes Helene and Milton in the U.S[223](index=223&type=chunk) Cost of Vehicle Sales Comparison (FY2025 vs. FY2024 vs. FY2023) | (In thousands) | 2025 | 2024 | 2023 | Change (2025 vs. 2024) | % Change (2025 vs. 2024) | Change (2024 vs. 2023) | % Change (2024 vs. 2023) | | :------------- | :-------- | :-------- | :-------- | :--------------------- | :----------------------- | :--------------------- | :----------------------- | | United States | $378,100 | $313,449 | $326,764 | $64,651 | 20.6 % | $(13,315) | (4.1)% | | International | $224,897 | $306,038 | $287,734 | $(81,141) | (26.5)% | $18,304 | 6.4 % | | Total | $602,997 | $619,487 | $614,498 | $(16,490) | (2.7)% | $4,989 | 0.8 % | - Total cost of vehicle sales decreased by **$16.5 million (2.7%)** in fiscal 2025 compared to fiscal 2024, driven by an increase in the U.S. due to higher average purchase price and volume, offset by a decrease in International due to lower average purchase price and volume from sellers switching to consignment[224](index=224&type=chunk)[225](index=225&type=chunk) General and Administrative Expenses Comparison (FY2025 vs. FY2024 vs. FY2023) | (In thousands) | 2025 | 2024 | 2023 | Change (2025 vs. 2024) | % Change (2025 vs. 2024) | Change (2024 vs. 2023) | % Change (2024 vs. 2023) | | :------------- | :-------- | :-------- | :-------- | :--------------------- | :----------------------- | :--------------------- | :----------------------- | | United States | $349,935 | $282,545 | $202,260 | $67,390 | 23.9 % | $80,285 | 39.7 % | | International | $52,994 | $52,684 | $48,162 | $310 | 0.6 % | $4,522 | 9.4 % | | Total | $402,929 | $335,229 | $250,422 | $67,700 | 20.2 % | $84,807 | 33.9 % | - Total general and administrative expenses increased by **$67.7 million (20.2%)** in fiscal 2025 compared to fiscal 2024, primarily due to increases in third-party services, labor costs, facility costs, and travel in the U.S., and labor costs and computer software in International[227](index=227&type=chunk) Other Income (Expenses) and Income Taxes Comparison (FY2025 vs. FY2024 vs. FY2023) | (In thousands) | 2025 | 2024 | 2023 | Change (2025 vs. 2024) | % Change (2025 vs. 2024) | Change (2024 vs. 2023) | % Change (2024 vs. 2023) | | :------------- | :---------- | :---------- | :---------- | :--------------------- | :----------------------- | :--------------------- | :----------------------- | | Total other income (expenses) | $198,867 | $142,578 | $67,759 | $56,289 | 39.5 % | $74,819 | 110.4 % | | Income taxes | $347,218 | $352,254 | $316,587 | $(5,036) | (1.4)% | $35,667 | 11.3 % | - Total other income increased by **$56.3 million (39.5%)** in fiscal 2025 compared to fiscal 2024, mainly due to higher interest income from U.S. Treasury Bills, gains on fixed asset sales, and foreign currency gains[228](index=228&type=chunk) - The effective income tax rate was **18.3% in fiscal 2025**, down from **20.5% in fiscal 2024**, favorably impacted by a **$55.0 million tax benefit** from the Foreign Derived Intangible Income (FDII) deduction and **$36.7 million** in excess tax benefits from stock option exercises[229](index=229&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) Copart's liquidity and cash flows are primarily driven by operating activities, with cash, cash equivalents, and working capital showing significant increases in fiscal 2025, supported by its Revolving Loan Facility Liquidity and Capital Resources (FY2025 vs. FY2024 vs. FY2023) | (In thousands) | 2025 | 2024 | 2023 | Change (2025 vs. 2024) | % Change (2025 vs. 2024) | Change (2024 vs. 2023) | % Change (2024 vs. 2023) | | :------------- | :---------- | :---------- | :---------- | :--------------------- | :----------------------- | :--------------------- | :----------------------- | | Cash, cash equivalents, and restricted cash | $2,780,531 | $1,514,111 | $957,395 | $1,266,420 | 83.6 % | $556,716 | 58.1 % | | Working capital | $5,071,347 | $3,789,617 | $2,769,835 | $1,281,730 | 33.8 % | $1,019,782 | 36.8 % | | Operating cash flows | $1,799,750 | $1,472,564 | $1,364,210 | $327,186 | 22.2 % | $108,354 | 7.9 % | | Investing cash flows | $(587,448) | $(940,079) | $(1,892,049) | $352,631 | 37.5 % | $951,970 | 50.3 % | | Financing cash flows | $52,107 | $19,273 | $66,615 | $32,834 | 170.4 % | $(47,342) | (71.1)% | | Capital expenditures and acquisitions | $(570,213) | $(493,328) | $(516,636) | $(76,885) | (15.6)% | $23,308 | 4.5 % | - Cash, cash equivalents, and restricted cash increased by **$1,266.4 million (83.6%)** in fiscal 2025, primarily from operations, proceeds from held-to-maturity securities, and stock option exercises[232](index=232&type=chunk) - Working capital increased by **$1,281.7 million (33.8%)** in fiscal 2025, mainly from operations and timing of cash receipts/payments, partially offset by capital expenditures and investments[232](index=232&type=chunk) - Net cash provided by operating activities increased by **$327.2 million (22.2%)** in fiscal 2025 due to improved cash operating results from increased service and vehicle sales revenues[237](index=237&type=chunk) - Net cash used in investing activities decreased by **$352.6 million (37.5%)** in fiscal 2025, driven by increased proceeds from held-to-maturity securities and reduced purchases, despite increased capital expenditures[238](index=238&type=chunk) - Net cash provided by financing activities increased by **$32.8 million (170.4%)** in fiscal 2025, mainly from increased proceeds from stock option exercises and reduced revolver facility payments[239](index=239&type=chunk) - The company expects to finance growth through cash from operations and may use its Revolving Loan Facility or equity issuance for expansion[233](index=233&type=chunk)[235](index=235&type=chunk) - As of July 31, 2025, **$314.9 million of cash** was held by foreign subsidiaries, intended for permanent reinvestment outside the U.S[236](index=236&type=chunk) [Credit Agreement](index=51&type=section&id=Credit%20Agreement) Copart's Second Amended and Restated Credit Agreement provides a $1,250.0 million revolving loan facility for general corporate purposes, with no outstanding borrowings as of July 31, 2025 - Copart entered into a Second Amended and Restated Credit Agreement on December 21, 2021, providing a **$1,250.0 million revolving loan facility** maturing on December 21, 2026[240](index=240&type=chunk) - The facility includes sub-facilities for international subsidiaries and allows borrowings in Pounds Sterling, European Union Euro, and Canadian dollars[240](index=240&type=chunk) - Proceeds can be used for general corporate purposes, including working capital, capital expenditures, share repurchases, and acquisitions[240](index=240&type=chunk) - There were no outstanding borrowings under the Revolving Loan Facility as of July 31, 2025, and July 31, 2024, and the company was in compliance with all covenants[241](index=241&type=chunk) [Critical Accounting Policies and Estimates](index=51&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The preparation of Copart's financial statements requires estimates and judgments for tax provisions, vehicle pooling costs, income taxes, stock-based compensation, and contingencies, with revenue recognized at auction date - The preparation of financial statements requires estimates and judgments for tax provisions, tax liabilities, vehicle pooling costs, income taxes, stock-based compensation, and contingencies[242](index=242&type=chunk)[243](index=243&type=chunk)[341](index=341&type=chunk) - Revenue recognition for service and vehicle sales occurs at the auction date, with costs to prepare vehicles deferred and recognized concurrently[245](index=245&type=chunk)[342](index=342&type=chunk) - Deferred income tax assets and liabilities are recognized based on temporary differences and measured using enacted tax rates, with a valuation allowance provided when recoverability is uncertain[255](index=255&type=chunk)[362](index=362&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Copart's primary financial market risks are interest rate risk and foreign currency exchange rate and translation risk. The company aims to preserve principal in investments, which are primarily in variable-rate instruments, and does not engage in foreign currency hedging, exposing reported results to exchange rate fluctuations - Copart's principal exposures to financial market risk are interest rate risk and foreign currency exchange rate and translation risk[259](index=259&type=chunk) - The primary objective of investment activities is to preserve principal, with cash and cash equivalents held in bank deposits, U.S. Treasury Bills, and money market funds, bearing variable interest rates[260](index=260&type=chunk) - A hypothetical **10% adverse change** in interest yield would not materially affect operating results for fiscal 2025[260](index=260&type=chunk) - The company had no outstanding borrowings under the Revolving Loan Facility as of July 31, 2025, and a hypothetical **10% interest rate increase** would not materially affect operating results[261](index=261&type=chunk) - Copart does not engage in foreign currency hedging, making reported revenues and earnings subject to fluctuations in exchange rates, particularly for Pounds Sterling, Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar[262](index=262&type=chunk)[263](index=263&type=chunk) [Interest Income Risk](index=53&type=section&id=Interest%20Income%20Risk) Copart's investment objective is to preserve principal, with cash and cash equivalents held in variable-rate instruments, and a hypothetical 10% adverse change in interest yield would not materially affect operating results - Copart's investment objective is to preserve principal while maximizing yields, with cash and cash equivalents held in bank deposits, U.S. Treasury Bills, and money market accounts[260](index=260&type=chunk) - Interest rates on a material portion of cash and cash equivalents are variable, meaning changes in interest rates would impact interest income but not materially affect the fair market value of underlying instruments[260](index=260&type=chunk) - A hypothetical **10% adverse change** in interest yield would not have materially affected operating results for fiscal 2025[260](index=260&type=chunk) [Interest Expense Risk](index=54&type=section&id=Interest%20Expense%20Risk) Copart had no outstanding borrowings under its Revolving Loan Facility as of July 31, 2025, and a hypothetical 10% increase in interest rates would not materially affect operating results - There were no borrowings outstanding under the Revolving Loan Facility as of July 31, 2025[261](index=261&type=chunk) - Borrowings under the Revolving Loan Facility bear interest at variable rates (Base Rate or SOFR plus applicable margins)[261](index=261&type=chunk) - A hypothetical **10% increase** in interest rates would not materially affect Copart's operating results[261](index=261&type=chunk) [Foreign Currency and Translation Exposure](index=54&type=section&id=Foreign%20Currency%20and%20Translation%20Exposure) Copart's reported results are subject to volatility from foreign currency fluctuations, as the company does not engage in hedging, but a hypothetical 10% adverse change would not materially affect operating results - Fluctuations in foreign currencies create volatility in reported results of operations due to consolidation of foreign currency denominated subsidiaries[262](index=262&type=chunk) - Copart does not engage in foreign currency hedging arrangements, exposing revenues and earnings to exchange rate volatility[262](index=262&type=chunk)[263](index=263&type=chunk) - A hypothetical **10% adverse change** in the U.S. dollar's value relative to key foreign currencies would not materially affect operating results for fiscal 2025 or consolidated financial position[262](index=262&type=chunk)[263](index=263&type=chunk) - As of July 31, 2025, the cumulative effect of foreign exchange rate fluctuations on consolidated financial position was a net translation loss of **$120.3 million**, recognized in accumulated other comprehensive income[263](index=263&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=54&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The financial statements and supplementary data are submitted as a separate section in Item 15 of this Annual Report on Form 10-K - Financial statements and supplementary data are located in Item 15[264](index=264&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=54&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There are no changes in or disagreements with accountants on accounting and financial disclosure to report - No changes in or disagreements with accountants on accounting and financial disclosure[265](index=265&type=chunk) [Item 9A. Controls and Procedures](index=54&type=section&id=Item%209A.%20Controls%20and%20Procedures) Copart's CEO and CFO concluded that the company's disclosure controls and procedures were effective as of July 31, 2025. Management also assessed and concluded that internal control over financial reporting was effective, with an attestation report from Ernst & Young LLP. The company is implementing a new financial system in stages, which will become a significant component of internal control over financial reporting - The CEO and CFO concluded that Copart's disclosure controls and procedures were effective at the reasonable assurance level as of July 31, 2025[266](index=266&type=chunk)[267](index=267&type=chunk) - Management assessed and concluded that the company maintained effective internal control over financial reporting as of July 31, 2025, based on COSO criteria, with an unqualified attestation report from Ernst & Young LLP[268](index=268&type=chunk)[270](index=270&type=chunk)[276](index=276&type=chunk)[320](index=320&type=chunk) - Copart began implementing a new financial system in the first quarter of fiscal 2025, starting with U.S. member billing, which will be a significant component of internal control over financial reporting as it is completed in stages[271](index=271&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=54&type=section&id=Evalua

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number: 001-42608 MARATHON BANCORP, INC. | (Exact name of registrant as specified in its charter) | | --- | | Maryland 86-2 ...

[INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED](index=3&type=section&id=INTERIM%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS%20-%20UNAUDITED) [INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS](index=3&type=section&id=INTERIM%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS%20AS%20OF%20DECEMBER%2031%2C%202024%20AND%20JUNE%2030%2C%202025%20-%20UNAUDITED) The balance sheets show a decrease in total assets from **$86,335 thousand** as of December 31, 2024, to **$69,088 thousand** as of June 30, 2025, primarily driven by a significant reduction in current assets, especially cryptocurrency assets, with total liabilities also decreasing and total shareholders' equity seeing a notable decline Interim Condensed Consolidated Balance Sheets (US$ thousands) | Item | As of December 31, 2024 (US$ thousands) | As of June 30, 2025 (US$ thousands) | | :----------------------------- | :------------------------------------- | :----------------------------------- | | Total Assets | 86,335 | 69,088 | | Total Liabilities | 19,555 | 15,277 | | Total Shareholders' Equity | 66,780 | 53,811 | | Current Assets | 19,147 | 10,523 | | Cryptocurrency assets | 9,581 | 3,605 | [INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)](index=5&type=section&id=INTERIM%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME%20%28LOSS%29%20FOR%20THE%20SIX%20MONTHS%20ENDED%20JUNE%2030%2C%202024%20AND%202025%20-%20UNAUDITED) The company shifted from net income in H1 2024 to a substantial net loss in H1 2025, driven by declining revenues, increased operating costs, and negative fair value changes in cryptocurrency assets, with discontinued operations no longer contributing income Interim Condensed Consolidated Statements of Comprehensive Income (Loss) (US$ thousands) | Item | For the six months ended June 30, 2024 (US$ thousands) | For the six months ended June 30, 2025 (US$ thousands) | | :------------------------------------------ | :----------------------------------------------------- | :----------------------------------------------------- | | Revenues | 19,359 | 11,013 | | Operating loss from continuing operations | (509) | (13,903) | | Changes in fair value of cryptocurrency assets | 1,974 | (2,294) | | Net income from discontinued operations | 18,927 | — | | Net income (loss) attributable to BIT Mining Limited | 18,948 | (13,899) | | Earnings (losses) per ADS | 1.69 | (0.87) | [INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS](index=6&type=section&id=INTERIM%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS%20FOR%20THE%20SIX%20MONTHS%20ENDED%20JUNE%2030%2C%202024%20AND%202025%20-%20UNAUDITED) Cash outflows from operating activities increased in H1 2025 due to net loss, while investing activities shifted from providing to using cash, and financing activities provided minimal to no cash Interim Condensed Consolidated Statements of Cash Flows (US$ thousands) | Item | For the six months ended June 30, 2024 (US$ thousands) | For the six months ended June 30, 2025 (US$ thousands) | | :------------------------------------------ | :----------------------------------------------------- | :----------------------------------------------------- | | Net cash used in operating activities | (12,143) | (16,979) | | Net cash provided by investing activities | 11,416 | 16,575 | | Net cash provided by financing activities | 30 | — | | Cash, cash equivalents and restricted cash at end of the period | 2,296 | 1,225 | [INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY](index=8&type=section&id=INTERIM%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20SHAREHOLDERS%27%20EQUITY%20FOR%20THE%20SIX%20MONTHS%20ENDED%20JUNE%2030%2C%202024%20AND%202025%20-%20UNAUDITED) Total shareholders' equity declined from **$66,780 thousand** to **$53,811 thousand** primarily due to a **net loss of $(13,899) thousand** in H1 2025, despite positive contributions from share-based compensation and ordinary share issuance Interim Condensed Consolidated Statements of Changes in Shareholders' Equity (US$ thousands) | Item | As of December 31, 2024 (US$ thousands) | As of June 30, 2025 (US$ thousands) | | :------------------------------------------ | :------------------------------------- | :----------------------------------- | | Total BIT Mining Limited shareholders' equity | 56,893 | 43,835 | | Total shareholders' equity | 66,780 | 53,811 | | Net income (loss) attributable to BIT Mining Limited | 18,948 (H1 2024) | (13,899) (H1 2025) | | Share-based compensation | 926 (H1 2024) | 851 (H1 2025) | [NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS](index=10&type=section&id=NOTES%20TO%20THE%20UNAUDITED%20INTERIM%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) [1. ORGANIZATION](index=10&type=section&id=1.%20ORGANIZATION) BIT Mining Limited transformed its business to cryptocurrency mining and data center operations, disposing of its mining pool business in January 2024 and expanding data center capacity with a 100 MW Ethiopia project acquisition in December 2024 - Company changed its name to "**BIT Mining Limited**" and ticker symbol "**BTCM**" effective April 20, 2021[27](index=27&type=chunk) - Completed business transformation to primarily engage in cryptocurrency mining, data center operation, and mining pool operation in 2021, with the mining pool business disposed of in January 2024[28](index=28&type=chunk) - Acquired **51% equity interest** in Alpha Data Center LLC (Ethiopia data center with **100 MW** planned capacity) through Guanghan Data Center Co., Ltd. acquisition on December 9, 2024[29](index=29&type=chunk) [2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=2.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section details accounting principles including U.S. GAAP compliance, consolidation, foreign currency translation, fair value measurement for cryptocurrency assets (per ASU 2023-08) and derivatives, related party transactions, revenue recognition for services, cost of services, and recent accounting pronouncements - Unaudited interim condensed consolidated financial statements are prepared in accordance with U.S. GAAP and SEC rules and regulations[33](index=33&type=chunk) - Significant estimates and assumptions are made for allowance for credit losses, useful lives of assets, impairment, valuation of cryptocurrencies, deferred tax assets, share-based compensation, and derivative instruments[35](index=35&type=chunk) - The Group adopted ASU No. 2023-08, Accounting for and Disclosure of Crypto Assets, effective January 1, 2024, requiring cryptocurrency assets to be measured at fair value with changes recorded in net income or loss[41](index=41&type=chunk) [Basis of presentation and use of estimates](index=11&type=section&id=Basis%20of%20presentation%20and%20use%20of%20estimates) - Interim financial statements are prepared in accordance with U.S. GAAP and SEC rules, with certain information condensed or omitted consistent with such rules[33](index=33&type=chunk)[34](index=34&type=chunk) - Management makes significant estimates and assumptions, including for asset and liability valuations, which may differ from actual results[35](index=35&type=chunk) [Principles of consolidation](index=11&type=section&id=Principles%20of%20consolidation) - Consolidated financial statements include the Company and its subsidiaries, with consolidation from the date control is obtained until it ceases[36](index=36&type=chunk) - All significant intercompany balances and transactions are eliminated upon consolidation[36](index=36&type=chunk) [Foreign currency translation](index=11&type=section&id=Foreign%20currency%20translation) - Functional currencies vary by entity: US$ for the Company and many subsidiaries, EUR for The Multi Group, and RMB for mainland China subsidiaries[37](index=37&type=chunk) - Operating results are translated using monthly average exchange rates, and financial positions at spot exchange rates, with differences recorded in accumulated other comprehensive loss[37](index=37&type=chunk) [Cryptocurrency assets](index=12&type=section&id=Cryptocurrency%20assets) - Cryptocurrency assets are included in current assets[40](index=40&type=chunk) - Effective January 1, 2024, adopted ASU No. 2023-08, requiring fair value measurement each reporting period with changes recorded in net income or loss[41](index=41&type=chunk) - Upon adoption of ASU 2023-08, recognized a cumulative-effect adjustment of **$893 thousand increase** in retained earnings[41](index=41&type=chunk) [Derivative contracts](index=13&type=section&id=Derivative%20contracts) - Derivative contracts (accumulator and decumulator agreements) are recognized at fair value on the balance sheet, with changes in fair value recorded in comprehensive income (loss)[44](index=44&type=chunk)[45](index=45&type=chunk) - Derivative contracts are valued using observable market data (Level 2 of the fair value hierarchy)[46](index=46&type=chunk) Derivative Contracts (US$ thousands) | Item | As of December 31, 2024 (US$ thousands) | As of June 30, 2025 (US$ thousands) | | :------------------------------------------ | :------------------------------------- | :----------------------------------- | | Derivative assets | 859 | 40 | | Changes in fair value of derivative instruments (H1) | 103 (gain) | 70 (gain) | [Fair value measurements](index=13&type=section&id=Fair%20value%20measurements) - Applies ASC 820, "Fair Value Measurements and Disclosures," establishing a three-tier fair value hierarchy (Level 1, 2, 3)[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) Fair Value Measurements (US$ thousands) | Description | Fair value at June 30, 2025 (US$ thousands) | Level 1 (US$ thousands) | Level 2 (US$ thousands) | Level 3 (US$ thousands) | | :---------- | :-------------------------------- | :---------------------- | :---------------------- | :---------------------- | | Derivative assets | 40 | — | 40 | — | | Cryptocurrency assets | 3,605 | 3,605 | — | — | | **Total Assets** | **3,645** | **3,605** | **40** | **—** | - Non-financial assets (intangible assets, goodwill, property and equipment) are measured at fair value only when an impairment charge is recognized[56](index=56&type=chunk) [Related party transactions](index=15&type=section&id=Related%20party%20transactions) - A related party is defined as any person or entity with **10% or more** ownership, management, control, or significant influence over the Company[57](index=57&type=chunk) - Transactions with related parties are not presumed to be at arm's-length, and determining their fair value is impractical[58](index=58&type=chunk) [Revenue recognition](index=15&type=section&id=Revenue%20recognition) - Revenues are derived principally from cryptocurrency mining and data center services, and previously from mining pool business (discontinued)[59](index=59&type=chunk) - Revenue is accounted for under ASC Topic 606 and recognized when control of promised goods or services is transferred to customers[60](index=60&type=chunk)[61](index=61&type=chunk) [Cryptocurrency mining](index=16&type=section&id=Cryptocurrency%20mining) - The Group provides hash calculation services to mining pools and receives cryptocurrencies as consideration[63](index=63&type=chunk) - Revenue is measured at the fair value of cryptocurrencies at contract inception and recognized on the same day control of the service transfers, as agreements are continually renewed daily[63](index=63&type=chunk) [Data center services](index=16&type=section&id=Data%20center%20services) - The Group provides data center services including rack space, utility, and cloud services, generally based on monthly services at a defined price[64](index=64&type=chunk) - Revenues are recognized monthly based on the services rendered[64](index=64&type=chunk) [Mining pool services](index=16&type=section&id=Mining%20pool%20services) - The Group previously operated BTC.com mining pool, enabling participants to engage in crypto-mining activities[65](index=65&type=chunk) - The Group acted as a primary mining pool operator (validating blocks for blockchain rewards) and a sub mining pool operator (contributing hash power to third-party pools)[65](index=65&type=chunk) - Mining pool revenue was recognized on a gross basis, with mining rewards earned as revenue and the portion remitted to pool participants as cost of revenue[68](index=68&type=chunk)[70](index=70&type=chunk) [Contract balances](index=18&type=section&id=Contract%20balances) - The Group does not have any contract assets[72](index=72&type=chunk) - Contract liabilities consist of advance from customers, which was **$1,269 thousand** as of June 30, 2025[72](index=72&type=chunk) [Cost of services](index=18&type=section&id=Cost%20of%20services) - Cost of services includes direct production costs for data center services, server leasing and maintenance for cryptocurrency mining, depreciation, amortization, employee costs, and other direct costs[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk) [Cost of data center services](index=18&type=section&id=Cost%20of%20data%20center%20services) Cost of Data Center Services (US$ thousands) | Item | For the six months ended June 30, 2024 (US$ thousands) | For the six months ended June 30, 2025 (US$ thousands) | | :----------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Cost of data center services | 7,642 | 10,989 | [Cost of cryptocurrency mining](index=18&type=section&id=Cost%20of%20cryptocurrency%20mining) Cost of Cryptocurrency Mining (US$ thousands) | Item | For the six months ended June 30, 2024 (US$ thousands) | For the six months ended June 30, 2025 (US$ thousands) | | :-------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Cost of cryptocurrency mining (after inter-segment elimination) | 1,581 | 12 | [Depreciation fees](index=18&type=section&id=Depreciation%20fees) Depreciation Fees (US$ thousands) | Item | For the six months ended June 30, 2024 (US$ thousands) | For the six months ended June 30, 2025 (US$ thousands) | | :---------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Depreciation fees | 5,155 | 4,712 | [Amortization fees](index=18&type=section&id=Amortization%20fees) Amortization Fees (US$ thousands) | Item | For the six months ended June 30, 2024 (US$ thousands) | For the six months ended June 30, 2025 (US$ thousands) | | :---------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Amortization fees | 606 | 606 | [Recent accounting pronouncements](index=19&type=section&id=Recent%20accounting%20pronouncements) - FASB issued ASU 2023-09 (Income Taxes), effective for annual periods beginning after December 15, 2024[79](index=79&type=chunk) - FASB issued ASU 2024-03 (Expense Disaggregation Disclosures), effective for fiscal years beginning after December 15, 2026[80](index=80&type=chunk) - The Group is currently evaluating the impact of adopting both new standards[79](index=79&type=chunk)[80](index=80&type=chunk) [3. CONCENTRATION OF RISKS](index=19&type=section&id=3.%20CONCENTRATION%20OF%20RISKS) The Group faces significant concentration risks across credit, customers, and suppliers, with substantial portions of cash, revenue, accounts receivable, and accounts payable tied to a limited number of entities [Concentration of credit risk](index=19&type=section&id=Concentration%20of%20credit%20risk) - Assets subject to significant concentration of credit risk primarily consist of cash and cash equivalents and restricted cash[81](index=81&type=chunk) - Substantially all cash and cash equivalents are deposited in financial institutions located in mainland China, Hong Kong, Ethiopia, and United States[81](index=81&type=chunk) [Concentration of customers](index=19&type=section&id=Concentration%20of%20customers) Customer Revenue Concentration | Customer | H1 2024 Revenue % | H1 2025 Revenue % | | :------- | :---------------- | :---------------- | | A | 21.3 % | 10.2 % | | B | * % | 19.3 % | | C | 10.5 % | * % | | D | 11.3 % | 16.7 % | Customer Accounts Receivable Concentration | Customer | Dec 31, 2024 A/R % | June 30, 2025 A/R % | | :------- | :----------------- | :------------------ | | A | 29.4 % | 25.6 % | | B | * % | 21.2 % | | C | 19.3 % | 40.1 % | | D | 28.9 % | * % | [Concentration of suppliers](index=20&type=section&id=Concentration%20of%20suppliers) Supplier Cost Concentration | Supplier | H1 2024 Costs % | H1 2025 Costs % | | :------- | :-------------- | :-------------- | | A | 43.6 % | 57.5 % | Supplier Accounts Payable Concentration | Supplier | Dec 31, 2024 A/P % | June 30, 2025 A/P % | | :------- | :----------------- | :------------------ | | A | 100 % | 100 % | [4. DISCONTINUED OPERATIONS](index=21&type=section&id=4.%20DISCONTINUED%20OPERATIONS) The Group disposed of its mining pool business on January 31, 2024, for **$5,000 thousand**, recognizing an **$18,687 thousand gain** and classifying it as discontinued operations due to its strategic impact - The Group sold its entire mining pool business for a total consideration of **US$5,000 thousand**[86](index=86&type=chunk) - The mining pool business was deemed disposed of on January 31, 2024, for accounting purposes[87](index=87&type=chunk) - A gain from disposal of discontinued operations of **US$18,687 thousand** was recognized[89](index=89&type=chunk) Discontinued Operations Financials (US$ thousands) | Item | For the six months ended June 30, 2024 (US$ thousands) | | :------------------------------------------ | :----------------------------------------------------- | | Revenues | 30,340 | | Cost of revenue | (30,083) | | Net income from discontinued operations, net of income tax | 240 | [Disposition of mining pool business](index=21&type=section&id=Disposition%20of%20mining%20pool%20business) - The disposal of the mining pool business represents a strategic shift and has a major effect on the Group's results of operation[88](index=88&type=chunk) - Consideration for the disposal was **US$5,000 thousand**, with initial payment in bitcoins and subsequent payments in USDT[86](index=86&type=chunk)[87](index=87&type=chunk) Net Liabilities and Gain from Disposal (US$ thousands) | Item | As of January 31, 2024 (US$ thousands) | | :------------------------------------------ | :------------------------------------- | | Net liabilities of discontinued operations | (16,687) | | Gain from disposal of discontinued operations | 18,687 | [5. INVESTMENTS](index=23&type=section&id=5.%20INVESTMENTS) The Group's long-term investments, including equity investments at cost less impairment and equity method investments, slightly decreased from **$3,557 thousand** to **$3,429 thousand** between December 2024 and June 2025 Long-Term Investments (US$ thousands) | Item | As of December 31, 2024 (US$ thousands) | As of June 30, 2025 (US$ thousands) | | :------------------------------------------ | :------------------------------------- | :----------------------------------- | | Carrying amount of long-term investments | 3,557 | 3,429 | | Carrying amount of equity investments without readily determinable fair value | 3,053 | 2,960 | | Carrying amount of equity method investments | 504 | 469 | [Equity investments without readily determinable fair value](index=23&type=section&id=Equity%20investments%20without%20readily%20determinable%20fair%20value) - These investments are measured at cost, less any impairment, plus or minus changes from observable price changes (measurement alternative)[93](index=93&type=chunk) - Carrying amount was **US$8,611 thousand** (net of **US$5,651 thousand** accumulated impairment) as of June 30, 2025[93](index=93&type=chunk) - No impairment was recognized for the six months ended June 30, 2024 and 2025[93](index=93&type=chunk) [Equity method investments](index=23&type=section&id=Equity%20method%20investments) - Investments are classified as equity method investments when the Group has significant influence over the entities[94](index=94&type=chunk) Net Operating Income from Equity Method Investments (US$ thousands) | Item | For the six months ended June 30, 2024 (US$ thousands) | For the six months ended June 30, 2025 (US$ thousands) | | :-------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Net operating income from equity method investments | 133 | 2 | [6. CRYPTOCURRENCY ASSETS](index=24&type=section&id=6.%20CRYPTOCURRENCY%20ASSETS) The Group's cryptocurrency assets decreased from **$9,581 thousand** to **$3,605 thousand** by June 30, 2025, driven by significant disposals, mining activities, and a negative fair value change, with the portfolio primarily comprising Ethereum, Dogecoin, and Bitcoin Cryptocurrency Assets (US$ thousands) | Item | As of December 31, 2024 (US$ thousands) | As of June 30, 2025 (US$ thousands) | | :------------------------------------------ | :------------------------------------- | :----------------------------------- | | Ending balance of cryptocurrency assets, net | 9,581 | 3,605 | Key Movements in Cryptocurrency Assets (For the six months ended June 30, 2025) (US$ thousands) | Key Movements (For the six months ended June 30, 2025) | Amount (US$ thousands) | | :----------------------------------------------------- | :--------------------- | | Cryptocurrencies mined from mining business | 4,587 | | Disposal of cryptocurrency assets | (17,491) | | Changes in fair value of cryptocurrency assets | (2,294) | | Cryptocurrency loss from online scam | (1,266) | Cryptocurrency Portfolio (June 30, 2025) | Cryptocurrency | Units (June 30, 2025) | Fair Value (US$ thousands) (June 30, 2025) | | :------------- | :-------------------- | :----------------------------------------- | | Ethereum | 808 | 2,021 | | Dogecoin | 1,832,508 | 311 | | Bitcoin | 8 | 983 | | USDT | 272,715 | 273 | [7. PREPAYMENTS AND OTHER CURRENT ASSETS](index=25&type=section&id=7.%20PREPAYMENTS%20AND%20OTHER%20CURRENT%20ASSETS) Prepayments and other current assets decreased from **$5,911 thousand** to **$4,246 thousand**, primarily due to the absence of mining pool disposal receivables and long-term investments, partially offset by increased utility deposits and third-party loans Prepayments and Other Current Assets (US$ thousands) | Item | As of December 31, 2024 (US$ thousands) | As of June 30, 2025 (US$ thousands) | | :------------------------------------------ | :------------------------------------- | :----------------------------------- | | Prepayments and other current assets | 5,911 | 4,246 | | Loans to the third parties | 2,358 | 2,474 | | Utility deposits | 915 | 1,934 | | Receivables from disposal of mining pool business | 1,000 | — | [8. PROPERTY AND EQUIPMENT, NET](index=26&type=section&id=8.%20PROPERTY%20AND%20EQUIPMENT%2C%20NET) Net property and equipment decreased from **$19,896 thousand** to **$17,599 thousand** due to increased accumulated depreciation totaling **$56,027 thousand**, with no new impairment losses recognized in H1 2024 or H1 2025 Property and Equipment, Net (US$ thousands) | Item | As of December 31, 2024 (US$ thousands) | As of June 30, 2025 (US$ thousands) | | :------------------------------------------ | :------------------------------------- | :----------------------------------- | | Property and equipment, net | 19,896 | 17,599 | | Accumulated depreciation | (50,308) | (56,027) | | Provision for impairment | (31,143) | (31,143) | Depreciation Expenses from Continuing Operations (US$ thousands) | Item | For the six months ended June 30, 2024 (US$ thousands) | For the six months ended June 30, 2025 (US$ thousands) | | :------------------------------------------ | :----------------------------------------------------- | :----------------------------------------------------- | | Depreciation expenses from continuing operations | 5,201 | 5,417 | - No impairment loss was recognized for the six months ended June 30, 2024 and 2025; existing impairment was mainly due to mining machines in Kazakhstan and USA[101](index=101&type=chunk) [9. INTANGIBLE ASSETS, NET](index=27&type=section&id=9.%20INTANGIBLE%20ASSETS%2C%20NET) Net intangible assets decreased from **$11,084 thousand** to **$8,882 thousand** due to increased accumulated amortization, with amortization expense rising from **$608 thousand** to **$2,234 thousand** and no new impairment losses recognized Intangible Assets, Net (US$ thousands) | Item | As of December 31, 2024 (US$ thousands) | As of June 30, 2025 (US$ thousands) | | :------------------------------------------ | :------------------------------------- | :----------------------------------- | | Intangible assets, net | 11,084 | 8,882 | | Accumulated amortization | (17,189) | (19,610) | | Impairment | (34,447) | (34,447) | Amortization Expense (US$ thousands) | Item | For the six months ended June 30, 2024 (US$ thousands) | For the six months ended June 30, 2025 (US$ thousands) | | :------------------------------------------ | :----------------------------------------------------- | :----------------------------------------------------- | | Amortization expense | 608 | 2,234 | - No impairment loss was recognized for the six months ended June 30, 2024 and 2025; existing impairment was incurred in prior years[103](index=103&type=chunk) [10. OPERATING LEASES](index=28&type=section&id=10.%20OPERATING%20LEASES) The Group's operating lease commitments for office spaces have remaining terms of **0.34 to 1.44 years**, with right-of-use assets and total liabilities decreasing, and operating lease costs at **$894 thousand** in H1 2024 and **$804 thousand** in H1 2025 - The Group entered into various operating lease agreements for office space, with remaining lease terms ranging from **0.34 to 1.44 years**[105](index=105&type=chunk) Operating Lease Assets and Liabilities (US$ thousands) | Item | As of December 31, 2024 (US$ thousands) | As of June 30, 2025 (US$ thousands) | | :------------------------------------------ | :------------------------------------- | :----------------------------------- | | Right-of-use assets | 2,627 | 1,786 | | Total operating lease liabilities | 2,548 | 1,807 | Operating Lease Costs (US$ thousands) | Item | For the six months ended June 30, 2024 (US$ thousands) | For the six months ended June 30, 2025 (US$ thousands) | | :------------------------------------------ | :----------------------------------------------------- | :----------------------------------------------------- | | Operating lease costs from continuing operations | 894 | 804 | [11. LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS](index=28&type=section&id=11.%20LONG-TERM%20PREPAYMENTS%20AND%20OTHER%20NON-CURRENT%20ASSETS) Long-term prepayments and other non-current assets decreased from **$27,562 thousand** to **$24,404 thousand**, mainly driven by reduced prepayments for mining machines and data center materials Long-Term Prepayments and Other Non-Current Assets (US$ thousands) | Item | As of December 31, 2024 (US$ thousands) | As of June 30, 2025 (US$ thousands) | | :------------------------------------------ | :------------------------------------- | :----------------------------------- | | Long-term prepayments and other non-current assets | 27,562 | 24,404 | | Prepayment for mining machines | 21,326 | 19,437 | | Prepayment for data center materials | 3,974 | 2,852 | [12. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES](index=29&type=section&id=12.%20ACCRUED%20EXPENSES%20AND%20OTHER%20CURRENT%20LIABILITIES) Accrued expenses and other current liabilities slightly increased from **$9,349 thousand** to **$9,485 thousand**, with unfavorable contracts being the largest component, rising to **$5,944 thousand** Accrued Expenses and Other Current Liabilities (US$ thousands) | Item | As of December 31, 2024 (US$ thousands) | As of June 30, 2025 (US$ thousands) | | :------------------------------------------ | :------------------------------------- | :----------------------------------- | | Accrued expenses and other current liabilities | 9,349 | 9,485 | | Unfavorable contract - current | 5,407 | 5,944 | | Advance from end users | 1,218 | 1,269 | [13. INCOME TAXES](index=29&type=section&id=13.%20INCOME%20TAXES) The Group's subsidiaries face diverse income tax rates across jurisdictions, holding significant net operating losses in mainland China and Hong Kong for which a full valuation allowance is recorded due to uncertain realization Profits Tax Rates by Jurisdiction | Jurisdiction | Profits Tax Rate | | :----------- | :--------------- | | USA | 21% | | Curacao | 2% | | Malta | 35% (potentially 5% effective) | | Ethiopia | 30% (4-year exemption for Alpha Data Center LLC) | | Hong Kong | 8.25% / 16.5% | | Mainland China | 25% | Net Operating Losses (NOLs) as of June 30, 2025 (US$ thousands) | Net Operating Losses (NOLs) as of June 30, 2025 | Amount (US$ thousands) | Expiration | | :---------------------------------------------- | :--------------------- | :--------- | | Mainland China subsidiaries | 22,368 | 2026 to 2030 | | Hong Kong subsidiaries | 81,862 | N/A | - A full valuation allowance is recorded against deferred tax assets due to the determination that it is more likely than not that all deferred tax assets will not be realized[124](index=124&type=chunk) [Cayman Islands](index=29&type=section&id=Cayman%20Islands) - The Company is not subject to tax on income or capital gains under current laws[114](index=114&type=chunk) - No Cayman Islands withholding tax will be imposed upon payments of dividends[114](index=114&type=chunk) [USA](index=29&type=section&id=USA) - Profits tax in USA is generally assessed at the rate of **21%** of taxable income for subsidiaries incorporated there[115](index=115&type=chunk) [British Virgin Islands](index=29&type=section&id=British%20Virgin%20Islands) - Subsidiaries incorporated in British Virgin Islands are not subject to tax on income or capital gains[116](index=116&type=chunk) [Curacao](index=29&type=section&id=Curacao) - Profits tax in Curacao is generally assessed at the rate of **2%** of taxable income[117](index=117&type=chunk) [Malta](index=29&type=section&id=Malta) - Profits tax in Malta is generally assessed at the rate of **35%** of taxable income[118](index=118&type=chunk) - A **6/7 refund** of profit tax paid can effectively reduce the income tax rate to **5%** when dividends are paid to the holding company[118](index=118&type=chunk) [Ethiopia](index=30&type=section&id=Ethiopia) - Profits tax in Ethiopia is generally assessed at the rate of **30%** of taxable income[120](index=120&type=chunk) - Alpha Data Center LLC is entitled to income tax exemption for **four years** as a new investor under Council of Ministers Investment Incentive Regulation No. 517/2022[120](index=120&type=chunk) [Hong Kong](index=30&type=section&id=Hong%20Kong) - Profits tax in Hong Kong is generally assessed at **8.25%** for taxable income up to HKD2,000 and **16.5%** for income over HKD2,000[121](index=121&type=chunk) [Mainland China](index=30&type=section&id=Mainland%20China) - Subsidiaries incorporated in mainland China are subject to a uniform **25%** enterprise income tax (EIT) rate[122](index=122&type=chunk) - No provision for income tax was made for H1 2024 and 2025 as mainland China subsidiaries had no assessable income[122](index=122&type=chunk) - As of June 30, 2025, the Group had **US$22,368 thousand** in net operating losses (NOLs) from mainland China subsidiaries, expiring between 2026 and 2030, with a full valuation allowance[124](index=124&type=chunk) [14. SHARE-BASED PAYMENT](index=31&type=section&id=14.%20SHARE-BASED%20PAYMENT) The Company's 2021 Share Incentive Plan facilitates options and restricted share grants, with significant exercises in H1 2024 and H1 2025, alongside private placement warrants that have either expired or been exercised - The 2021 Share Incentive Plan allows for the grant of options, restricted shares, and other share-based awards, up to **12%** of the Company's issued and outstanding ordinary shares[127](index=127&type=chunk) [Restricted shares granted to employees and directors](index=31&type=section&id=Restricted%20shares%20granted%20to%20employees%20and%20directors) Restricted Share Options (Shares) | Item | Number of options (shares) | | :-------------------------- | :------------------------- | | Outstanding, January 1, 2024 | 40,318,000 | | Granted (H1 2025) | 38,644,400 | | Exercised (H1 2025) | 38,644,400 | | Outstanding, June 30, 2025 | — | Total Share-based Compensation Expenses (US$ thousands) | Total Share-based Compensation Expenses | For the six months ended June 30, 2024 (US$ thousands) | For the six months ended June 30, 2025 (US$ thousands) | | :-------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Total | 995 | 851 | [Warrant issued for private placement](index=32&type=section&id=Warrant%20issued%20for%20private%20placement) - In June 2022, the Company issued pre-funded warrants (exercised in full Aug 2022), Series A warrants (expire 5th anniversary), and Series B warrants (expired Dec 31, 2024)[132](index=132&type=chunk) - In August 2022, the Company issued Series A warrants (expire 5th anniversary) and Series B warrants (expired June 30, 2025, with some exercised in Jan 2024)[133](index=133&type=chunk) Class A Ordinary Shares and Weighted Average Exercise Price | Item | Class A Ordinary Shares (Number) | Weighted Average Exercise Price (US$) | | :------------------------------------------ | :------------------------------- | :------------------------------------ | | Outstanding, January 1, 2024 | 731,333,300 | 0.17 | | Expired (H1 2024) | (260,000,000) | 0.32 | | Expired (H1 2025) | (155,166,650) | 0.06 | | Outstanding, June 30, 2025 | 315,666,650 | 0.09 | [15. COMMITMENTS AND CONTINGENCIES](index=33&type=section&id=15.%20COMMITMENTS%20AND%20CONTINGENCIES) The Group's commitments include indemnification for officers and directors, legal proceedings resolved with a **$10,000 thousand penalty** paid in November 2024, and operating lease obligations detailed in Note 10 [Guarantees](index=33&type=section&id=Guarantees) - The Company indemnifies its officers and directors against expenses, judgments, fines, and settlements[137](index=137&type=chunk) - The overall maximum amount of indemnification obligations cannot be reasonably estimated[137](index=137&type=chunk) - Historically, the Group has not been required to make payments related to these obligations, and their fair value is zero as of December 31, 2024, and June 30, 2025[138](index=138&type=chunk) [Indemnity cost](index=33&type=section&id=Indemnity%20cost) - There was no indemnity cost incurred as of December 31, 2024, and June 30, 2025[139](index=139&type=chunk) [Legal proceedings](index=34&type=section&id=Legal%20proceedings) - The Group resolved previously-disclosed investigations by the DOJ and SEC related to a potential casino resort project in Japan[142](index=142&type=chunk) - The resolution involved a deferred prosecution agreement (DPA) with the DOJ and a Cease-And-Desist Order (SEC Order)[142](index=142&type=chunk) - A combined penalty amount of **US$10,000 thousand** was paid to the DOJ and SEC in November 2024[142](index=142&type=chunk) [Operating lease commitments](index=34&type=section&id=Operating%20lease%20commitments) - Information regarding lease commitments is provided in Note 10[143](index=143&type=chunk) [16. EARNINGS (LOSSES) PER SHARE](index=35&type=section&id=16.%20EARNINGS%20%28LOSSES%29%20PER%20SHARE) Basic and diluted EPS from continuing operations were **$0.00** in H1 2024 and **$(0.01)** in H1 2025, with discontinued operations contributing **$0.02** in H1 2024 and **$0.00** in H1 2025, and certain stock warrants excluded from diluted EPS in H1 2024 Net Income (Loss) Per Share (US$) | Item | H1 2024 (US$) | H1 2025 (US$) | | :------------------------------------------ | :------------ | :------------ | | Net income (loss) from continuing operations (Basic and Diluted) | 0.00 | (0.01) | | Net income from discontinued operations (Basic and Diluted) | 0.02 | 0.00 | | Net income (loss) (Basic and Diluted) | 0.02 | (0.01) | Net Income (Loss) Per ADS (US$) | Item | H1 2024 (US$) | H1 2025 (US$) | | :------------------------------------------ | :------------ | :------------ | | Net income (loss) from continuing operations per ADS (Basic and Diluted) | 0.00 | (0.87) | | Net income from discontinued operations per ADS (Basic and Diluted) | 1.69 | 0.00 | | Net income (loss) per ADS (Basic and Diluted) | 1.69 | (0.87) | - **730,844,350** weighted average ordinary share equivalents relating to stock warrants were excluded from diluted EPS in H1 2024 due to their anti-dilutive effect[146](index=146&type=chunk) [17. EQUITY TRANSACTIONS](index=37&type=section&id=17.%20EQUITY%20TRANSACTIONS) Equity transactions included the vesting and exercise of **40,318,000** and **38,644,400** restricted shares in H1 2024 and H1 2025, respectively, issuance of **500,000** Class A ordinary shares from warrants, **2,291,280** incentive shares, and an increase in authorized share capital to **8,800,000,000** ordinary shares - **40,318,000** restricted shares were vested and exercised during H1 2024, and **38,644,400** during H1 2025[148](index=148&type=chunk)[149](index=149&type=chunk) - On January 5, 2024, **500,000** Class A ordinary shares were issued from the exercise of Series B warrants[149](index=149&type=chunk) - On March 27, 2024, **2,291,280** Class A ordinary shares were issued as incentive shares to an employee for meeting a research and development project target[150](index=150&type=chunk) - On January 7, 2025, the authorized share capital was increased to **8,800,000,000** ordinary shares[151](index=151&type=chunk) [18. SEGMENT REPORTING](index=37&type=section&id=18.%20SEGMENT%20REPORTING) The Group now reports two segments: data center and cryptocurrency mining, with total revenue decreasing from **$19,359 thousand** to **$11,013 thousand** and a shift from gross profit to loss, while revenue is concentrated in USA and Hong Kong, and long-lived assets in USA and Ethiopia - The Group has two reportable segments: data center business and cryptocurrency mining, following the disposal of its mining pool business[152](index=152&type=chunk) - The chief operating decision maker (Board of Directors and CEO) makes resource allocation decisions and assesses performance based on these segments[152](index=152&type=chunk) - Assets are managed on an entity-wide basis and are not separately disclosed for reportable operating segments[153](index=153&type=chunk) [Reportable segment revenues and costs](index=38&type=section&id=Reportable%20segment%20revenues%20and%20costs) Segment and Consolidated Revenue (US$ thousands) | Item | H1 2024 (US$ thousands) | H1 2025 (US$ thousands) | | :------------------------------------------ | :---------------------- | :---------------------- | | Total segment and consolidated revenue | 19,359 | 11,013 | | Data center revenue | 15,307 | 11,516 | | Cryptocurrency mining revenue | 9,092 | 4,555 | Segment Gross Profit (Loss) (US$ thousands) | Segment Gross Profit (Loss) | H1 2024 (US$ thousands) | H1 2025 (US$ thousands) | | :-------------------------- | :---------------------- | :---------------------- | | Data center | 1,304 | (5,853) | | Cryptocurrency mining | 3,071 | 547 | | **Total segment gross profit (loss)** | **4,375** | **(5,306)** | - Inter-segment eliminations mainly consist of data center revenue and corresponding costs between the data center and cryptocurrency mining segments[155](index=155&type=chunk) [Revenue by geographical locations](index=39&type=section&id=Revenue%20by%20geographical%20locations) Revenues by Geographical Location (US$ thousands) | Revenues | H1 2024 (US$ thousands) | H1 2025 (US$ thousands) | | :--------- | :---------------------- | :---------------------- | | Hong Kong | 9,092 | 4,555 | | USA | 15,307 | 11,516 | | Inter-segment | (5,040) | (5,058) | | **Total** | **19,359** | **11,013** | [Long-lived assets by geographical locations](index=39&type=section&id=Long-lived%20assets%20by%20geographical%20locations) Long-Lived Assets by Geographical Location (US$ thousands) | Long-lived assets | As of December 31, 2024 (US$ thousands) | As of June 30, 2025 (US$ thousands) | | :---------------- | :------------------------------------- | :----------------------------------- | | USA | 18,158 | 13,028 | | Hong Kong | 140 | 107 | | Mainland China | 650 | 498 | | Ethiopia | 3,575 | 5,752 | | **Total** | **22,523** | **19,385** | [19. SUBSEQUENT EVENTS](index=40&type=section&id=19.%20SUBSEQUENT%20EVENTS) Subsequent events include completing the Ethiopia data center acquisition, issuing shares for **$10,566 thousand** net proceeds, a strategic shift to the Solana ecosystem with a SOL validator and **44,378 SOL** holdings, and launching the DOLAI stablecoin - Completed the second phase of the Ethiopia data center acquisition on July 14, 2025, issuing **45,278,600** Class A ordinary shares[161](index=161&type=chunk) - Issued **186,335,000** Class A ordinary shares (**1,863,350 ADSs**) in July 2025 for net proceeds of approximately **US$10,566 thousand**[162](index=162&type=chunk) - Announced a strategic shift into the Solana ecosystem on July 10, 2025, including launching a SOL validator and holding **44,378 SOL** (valued at approximately **$9,393 thousand** as of September 25, 2025)[163](index=163&type=chunk) - Launched DOLAI, a U.S. dollar-backed stablecoin on Solana, in August 2025, in collaboration with Brale Inc[164](index=164&type=chunk)

PART I [Business Overview](index=4&type=section&id=Item%201.%20Business) Moving iMage Technologies (MiT) supplies technology, products, and services to movie theaters and entertainment venues, offering proprietary and third-party solutions, and developing disruptive innovations like CineQC and MiTranslator, adapting to industry shifts including new projection technologies - MiT is a key provider of technology, products, and services to movie theater operators and sports and entertainment venues[16](index=16&type=chunk) Movie Release Revenues (2023-2024) | Year | Revenue (Billions) | | :--- | :----------------- | | 2023 | $9.0 | | 2024 | $8.6 | 2024 Global Box Office Revenue Breakdown | Market | Revenue (Billions) | Percentage of Total | | :------------ | :----------------- | :------------------ | | Global Total | $30 | 100% | | U.S./Canada | $8.8 | 29.3% | | International | $21.2 | 70.7% | - The company offers comprehensive services including project management, design, and installation, alongside designing proprietary ADA-compliant products and reselling third-party technologies like projectors and servers[22](index=22&type=chunk) - Recently introduced disruptive products include **CineQC** (a software-as-a-service platform for quality control), **MiTranslator** (a multi-language augmented reality glasses system for moviegoers), and a proprietary mobile cart for eSports and gaming in auditoriums[22](index=22&type=chunk) - As of 2024, roughly the **low-teens percentage** of cinema screens worldwide were laser-equipped, with **99%** of new projectors sold by MiT having laser light sources, offering brighter images and longer lifespan[25](index=25&type=chunk)[26](index=26&type=chunk) - MiT is the **only company** that has installed and commissioned the three leading DCI Directview LED cinema systems (**Samsung ONYX Cinema, LG DVLED Cinema, & SONY Crystal LED**), which are considered disruptive to traditional projection by offering improved contrast and energy efficiency[43](index=43&type=chunk)[44](index=44&type=chunk) Sales Backlog (as of June 30) | Year | Backlog (Millions) | | :--- | :----------------- | | 2025 | $7.52 | | 2024 | $5.93 | - The company employed **25 full-time equivalent personnel** as of June 30, 2025[58](index=58&type=chunk) [Risk Factors](index=10&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from adverse economic conditions, supply chain disruptions, intense competition, and operational challenges, alongside risks related to common stock ownership, insider control, and identified material weaknesses in internal controls - Top ten customers accounted for approximately **44% and 45% of net revenues** for the years ended June 30, 2025 and 2024, respectively, and **41% and 62% of net receivables** at June 30, 2025 and 2024, respectively[47](index=47&type=chunk)[70](index=70&type=chunk) - The company's sales backlog of approximately **$7.52 million** at June 30, 2025, may not fully convert into revenue and cash flows due to potential customer delays or cancellations[75](index=75&type=chunk) - The markets for the company's products and services are **highly competitive**, leading to pricing pressures and potential loss of market share[55](index=55&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) - International operations expose the company to risks such as political/economic instability, foreign laws, customization costs, intellectual property protection challenges, and difficulties in managing foreign operations[78](index=78&type=chunk)[80](index=80&type=chunk) - The company has identified **material weaknesses** in its internal control over financial reporting, including issues with the closing and financial reporting process, lack of formal accounting policies, segregation of duties, and journal entry review[124](index=124&type=chunk)[205](index=205&type=chunk) - The company does not anticipate paying any cash dividends in the foreseeable future, intending to retain all future earnings to finance business growth[127](index=127&type=chunk)[270](index=270&type=chunk) - Directors and executive officers beneficially owned approximately **36% of the outstanding capital stock** as of September 26, 2025, allowing them to exercise significant influence over corporate matters[114](index=114&type=chunk) - As an 'emerging growth company,' the company takes advantage of reduced disclosure and governance requirements, which could make its shares less attractive to investors and potentially hinder capital raising efforts[115](index=115&type=chunk)[118](index=118&type=chunk) [Unresolved Staff Comments](index=27&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments to report - None[135](index=135&type=chunk) [Cybersecurity](index=27&type=section&id=Item%201C.%20Cybersecurity) The company manages cybersecurity risks through basic protocols, with management overseeing identification, assessment, and mitigation, and reported no material incidents in fiscal year 2025 - The company manages cybersecurity risks by utilizing basic security protocols, such as network monitoring and access controls[136](index=136&type=chunk) - Management is responsible for identifying, considering, and assessing material cybersecurity risks, establishing monitoring processes, implementing mitigation measures, and maintaining cybersecurity programs[136](index=136&type=chunk) - During the fiscal year ended June 30, 2025, no cybersecurity incident that would materially affect the business was identified[136](index=136&type=chunk) [Properties](index=28&type=section&id=Item%202.%20Properties) The company leases all its facilities, including a 14,700 sq ft corporate headquarters in Fountain Valley, CA, and a 6,300 sq ft warehouse in Whittier, CA, with leases expiring in 2030 and 2028, respectively - Corporate headquarters: **14,700 square feet** in Fountain Valley, California, under an operating lease expiring in **2030** at a monthly rental of **$20,267**[137](index=137&type=chunk) - Additional facility: **6,300 square foot** warehouse in Whittier, California, under an operating lease expiring in **2028** at a monthly rental of **$6,209**[137](index=137&type=chunk) - The company leases all its facilities and does not own any real property[137](index=137&type=chunk) [Legal Proceedings](index=28&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently party to any material pending legal proceedings, though it may be subject to routine litigation in the ordinary course of business - The company is not party to any material pending legal proceedings[138](index=138&type=chunk) - From time to time, the company may be subject to legal proceedings and claims arising in the ordinary course of business[138](index=138&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[139](index=139&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=28&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock is listed on the NYSE American under "MITQ" with 12 holders of record as of September 26, 2025, and it has never paid cash dividends, intending to retain earnings for growth, with no unregistered equity sales reported for the fiscal year - The company's Common Stock is listed on the NYSE American under the symbol "**MITQ**"[141](index=141&type=chunk) - As of September 26, 2025, there were **12 holders of record** of the company's Common Stock[141](index=141&type=chunk) - The company has never declared or paid cash dividends on its capital stock and currently intends to retain all future earnings to finance business growth and development[142](index=142&type=chunk) - For this fiscal year, there were no unregistered securities to report that had not been previously included in other SEC filings[143](index=143&type=chunk) [Reserved](index=29&type=section&id=Item%206.%20Reserved) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company, a technology and services provider to entertainment venues, saw a **9.9% decrease in FY2025 net sales** due to the SAG/AFTRA strike, yet improved its net loss by **$0.424 million** and increased gross margin to **25.2%**, while maintaining liquidity and focusing on strategic investments Net Sales (Year Ended June 30) | Year | Net Sales (in 000's) | | :--- | :------------------- | | 2025 | $18,147 | | 2024 | $20,139 | - Net revenues decreased **9.9%** for the year ended June 30, 2025, primarily due to the protracted SAG/AFTRA strike[160](index=160&type=chunk) Gross Profit (Year Ended June 30) | Year | Gross Profit (in 000's) | Gross Margin % | | :--- | :---------------------- | :------------- | | 2025 | $4,573 | 25.2% | | 2024 | $4,683 | 23.3% | Net Loss (Year Ended June 30) | Year | Net Loss (in 000's) | | :--- | :------------------ | | 2025 | $(948) | | 2024 | $(1,372) | - Net loss improved by **$0.424 million** in 2025 compared to the prior year, largely due to staff reductions related to headcount[170](index=170&type=chunk) Cash Balance (as of June 30) | Year | Cash (Millions) | | :--- | :-------------- | | 2025 | $5.715 | | 2024 | $5.278 | Net Cash from Operating Activities (Year Ended June 30) | Year | Net Cash from Operating Activities (Millions) | | :--- | :-------------------------------------------- | | 2025 | $0.437 | | 2024 | $(0.796) | Operating Lease Contractual Obligations (as of June 30, 2025) | Year | Payments (Thousands) | | :--- | :------------------- | | 2026 | $313 | | 2027 | $326 | | 2028 | $303 | | 2029 | $266 | | 2030 | $159 | | Total Future Minimum Lease Payments | $1,367 | | Less Imputed Interest | $(222) | | Present Value of Operating Lease Payments | $1,145 | [Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk in this annual report - As a smaller reporting company, the Company is not required to include Quantitative and Qualitative Disclosures About Market Risk[198](index=198&type=chunk) [Financial Statements and Supplementary Data](index=38&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The financial statements required by this item are incorporated by reference and can be found following Item 16 of this Annual Report - The financial statements required by this item are set forth following Item 16 of this Annual Report and are incorporated herein by reference[199](index=199&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=38&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There have been no changes in or disagreements with accountants on accounting and financial disclosure - None[200](index=200&type=chunk) [Controls and Procedures](index=38&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal controls over financial reporting were **ineffective as of June 30, 2025**, due to material weaknesses in financial reporting processes, segregation of duties, and journal entry review, with remediation efforts currently in progress - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were **not effective** as of June 30, 2025, due to material weaknesses in internal control over financial reporting[201](index=201&type=chunk) - Management concluded that internal controls over financial reporting were **not effective** as of June 30, 2025, due to identified material weaknesses[204](index=204&type=chunk) - Material weaknesses identified include deficiencies in the design and operation of the closing and financial reporting process, lack of formal accounting policies/procedures, segregation of duties issues, and absence of a formal review process for journal entries until March 2024[205](index=205&type=chunk) - Remediation efforts include hiring a seasoned financial executive as CFO (April 2023), updating month-end close checklists, implementing more segregation of duties, and formalizing CFO approval of month-end journal entries (starting March 2024)[205](index=205&type=chunk)[207](index=207&type=chunk) [Other Information](index=39&type=section&id=Item%209B.%20Other%20Information) There is no other information to report under this item - None[211](index=211&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=40&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[212](index=212&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=41&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's executive officers and directors, including CEO Phil Rafnson and President/COO Francois Godfrey, oversee corporate governance through independent committees, adhering to a code of conduct and insider trading policies, though some Section 16(a) reports were filed late - **Phil Rafnson** serves as Chief Executive Officer and Chairman of the Board[214](index=214&type=chunk) - **Francois Godfrey** was appointed President and Chief Operating Officer and to the Board on October 30, 2024[215](index=215&type=chunk) - The Board of Directors has determined that **Katherine D. Crothall, Ph.D., John C. Stiska, and Scott Lloyd Anderson** qualify as independent directors[278](index=278&type=chunk) - **John C. Stiska** has been designated as an 'audit committee financial expert'[228](index=228&type=chunk) - Certain directors and executive officers (William Greene, John C. Stiska, Katherine D. Crothall, Ph.D., Scott Lloyd Anderson, and Jose Delgado) did not timely file Form 4 reports for stock option or stock awards[232](index=232&type=chunk) [Executive Compensation](index=46&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for FY2025 and FY2024 is detailed, noting Francois Godfrey's increased total compensation, the absence of employment agreements, the adoption of a clawback policy in November 2023, and the 2019 Omnibus Incentive Stock Plan reserving **1,150,000 shares** for issuance with **450,000 options outstanding** at June 30, 2025, including re-priced director options Named Executive Officer Compensation (Year Ended June 30) | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) | | :-------------------------- | :---------- | :--------- | :-------- | :------------------------- | :-------- | | Philip Rafnson | 2025 | $160,985 | $100,000 | — | $260,985 | | President and Chief Executive Officer | 2024 | $218,667 | $28,000 | — | $246,667 | | Francois Godfrey | 2025 | $209,113 | $15,000 | $92,000 | $316,113 | | President and Chief Operating Officer | 2024 | $180,000 | $8,000 | — | $188,000 | | Jose Delgado | 2025 | $215,361 | — | — | $215,361 | | Executive Vice President, Sales and Marketing | 2024 | $233,730 | $28,000 | — | $261,730 | | Bevan Wright | 2025 | $215,294 | — | — | $215,294 | | Executive Vice President, Operations | 2024 | $233,730 | $28,000 | — | $261,730 | | William Greene | 2025 | $203,088 | — | — | $203,088 | | Chief Financial Officer | 2024 | $220,487 | $28,000 | — | $248,487 | - A clawback policy was adopted on **November 30, 2023**, allowing the company to recover excess incentive compensation from current and former executive officers in the event of a material financial restatement[242](index=242&type=chunk) - As of June 30, 2025, an aggregate of **1,150,000 shares** of Common Stock are reserved for issuance and available for awards under the 2019 Omnibus Incentive Stock Plan[243](index=243&type=chunk) Outstanding Stock Options (as of June 30, 2025) | Options Outstanding | Weighted-Average Exercise Price | | :------------------ | :------------------------------ | | 450,000 | $0.65 | - On **March 25, 2025**, the Board re-priced **150,000 options** for outside directors from **$1.10 to $0.65 per share**, resulting in an incremental stock-based compensation charge of **$11,000** for the year ended June 30, 2025[256](index=256&type=chunk)[258](index=258&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=51&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of September 26, 2025, executive officers and directors collectively owned **36.0%** of the company's **9,896,850 outstanding common shares**, with Phil Rafnson holding the largest individual stake at **20.9%**, and the company, which does not grant equity awards based on nonpublic information, has **1,220,000 shares** available under its 2019 Incentive Stock Plan and no plans for cash dividends Beneficial Ownership (as of September 26, 2025) | Name of Beneficial Owner | Shares Beneficially Owned | % Ownership | | :----------------------- | :------------------------ | :---------- | | Phil Rafnson | 2,074,828 | 20.9% | | All executive officers, directors as a group (8 persons) | 3,572,682 | 36.0% | - Applicable percentage ownership is based on **9,896,850 shares** of Common Stock outstanding at September 26, 2025[260](index=260&type=chunk) Securities Available Under Equity Compensation Plans (as of June 30, 2025) | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price per share of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | | :------------ | :---------------------------------------------------------------------------------------- | :---------------------------------------------------------------------------------- | :----------------------------------------------------------------------------------------- | | Stockholder-approved plans | 450,000 | $0.65 | 1,220,000 | - The company does not grant equity awards in anticipation of the release of material nonpublic information and does not time public release of such information based on award grant dates[267](index=267&type=chunk) - The company has never declared or paid cash dividends and intends to retain all future earnings to finance business growth[270](index=270&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=54&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company maintains indemnification agreements with officers and directors, a related person transaction policy requiring audit committee approval for transactions over **$120,000**, and in February 2024, Jose Delgado sold **49,586 shares** for **$33,073** to cover obligations and taxes, with Katherine D. Crothall, John C. Stiska, and Scott Lloyd Anderson qualifying as independent directors - The company has entered into indemnification agreements with each of its directors and executive officers, requiring indemnification to the fullest extent permitted by Delaware law[272](index=272&type=chunk) - A written related person transaction policy requires audit committee review and approval for transactions exceeding **$120,000** where a related person has a direct or indirect material interest[274](index=274&type=chunk) - On **February 28, 2024**, Jose Delgado, Executive Vice President of Sales, sold **49,586 shares** of common stock to the company for **$33,073** to satisfy a **$25,037** outstanding obligation and cover an estimated **$8,037** in taxes[276](index=276&type=chunk) - **Katherine D. Crothall, Ph.D., John C. Stiska, and Scott Lloyd Anderson** qualify as independent directors under NYSE American listing standards[278](index=278&type=chunk) [Principal Accounting Fees and Services](index=55&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) The audit committee pre-approves all services from Haskell & White LLP, the independent registered public accounting firm, with audit fees totaling **$221,615** and tax fees **$13,100** for the fiscal year ended June 30, 2025 - The Audit Committee is directly responsible for approving all audit engagement fees and terms, and for oversight of the work of the company's independent registered public accounting firm[280](index=280&type=chunk) Fees Billed by Haskell & White LLP (Fiscal Years Ended June 30) | Fee Type | 2025 ($) | 2024 ($) | | :--------- | :--------- | :--------- | | Audit Fees | $221,615 | $210,105 | | Tax Fees | $13,100 | $10,200 | | Total Fees | $234,715 | $220,305 | PART IV [Exhibits, Financial Statement Schedules](index=56&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements, financial statement schedules, and exhibits included in the Annual Report on Form 10-K - The financial statements have been included in Item 8 and are set forth following Item 16 of this Report[283](index=283&type=chunk) - Financial statement schedules have been omitted because they are not applicable, not material, or the information is included in the consolidated financial statements or notes[284](index=284&type=chunk) - Exhibits are incorporated by reference from the Exhibit Index[285](index=285&type=chunk) [Form 10-K Summary](index=56&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item indicates that no Form 10-K summary is provided - None[286](index=286&type=chunk) [Financial Statements](index=57&type=section&id=Financial%20Statements) The financial statements for Moving iMage Technologies, Inc. for the years ended June 30, 2025 and 2024, encompass the Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Statements of Operations, Statements of Changes in Stockholders' Equity, Statements of Cash Flows, and comprehensive Notes, with Haskell & White LLP issuing an unqualified opinion - Haskell & White LLP, the independent registered public accounting firm, issued an **unqualified opinion** on the consolidated financial statements for the years ended June 30, 2025 and 2024[290](index=290&type=chunk) [Report of Independent Registered Public Accounting Firm](index=58&type=section&id=REPORT%20OF%20INDEPENDENT%20REGISTERED%20PUBLIC%20ACCOUNTING%20FIRM) Haskell & White LLP provided an unqualified opinion on the consolidated financial statements of Moving iMage Technologies, Inc. for the fiscal years ended June 30, 2025 and 2024, affirming their fair presentation in accordance with U.S. GAAP - The independent registered public accounting firm, Haskell & White LLP, expressed an **unqualified opinion** that the consolidated financial statements present fairly, in all material respects, the financial position and results of operations for the years ended June 30, 2025 and 2024[290](index=290&type=chunk) - The audit was conducted in accordance with PCAOB standards, assessing risks of material misstatement and evaluating accounting principles and estimates[292](index=292&type=chunk)[293](index=293&type=chunk) [Consolidated Balance Sheets](index=59&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) The consolidated balance sheets show total assets increased slightly to **$10.888 million** in 2025 from **$10.523 million** in 2024, driven by cash and right-of-use assets, while total liabilities also rose due to accounts payable and long-term lease liabilities, and stockholders' equity decreased Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | June 30, 2024 | | :---------------------- | :------------ | :------------ | | Cash | $5,715 | $5,278 | | Accounts receivable, net| $1,464 | $1,048 | | Inventories, net | $2,066 | $3,117 | | Total Current Assets | $9,407 | $9,913 | | Right-of-use asset | $1,087 | $144 | | Total Assets | $10,888 | $10,523 | | Accounts payable | $3,009 | $2,261 | | Total Current Liabilities | $5,113 | $4,813 | | Lease liability–non-current | $918 | — | | Total Liabilities | $6,031 | $4,813 | | Total Stockholders' Equity | $4,857 | $5,710 | [Consolidated Statements of Operations](index=60&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) The consolidated statements of operations show net sales decreased to **$18.147 million** in 2025 from **$20.139 million** in 2024, yet the net loss improved to **$(0.948) million** from **$(1.372) million**, primarily due to reduced operating expenses Consolidated Statements of Operations Highlights (in thousands, except per share) | Metric | Year Ended June 30, 2025 | Year Ended June 30, 2024 | | :-------------------------- | :----------------------- | :----------------------- | | Net sales | $18,147 | $20,139 | | Cost of goods sold | $13,574 | $15,456 | | Gross profit | $4,573 | $4,683 | | Total operating expenses | $5,659 | $6,240 | | Operating (loss) | $(1,086) | $(1,557) | | Interest and other income, net | $138 | $185 | | Net (loss) | $(948) | $(1,372) | | Net (loss) income per common share basic and diluted | $(0.10) | $(0.13) | [Consolidated Statements of Changes in Stockholders' Equity](index=61&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS'%20EQUITY) Total stockholders' equity decreased from **$5.710 million** at June 30, 2024, to **$4.857 million** at June 30, 2025, primarily due to the net loss, partially offset by increases in additional paid-in capital from stock option grants and issuances Changes in Stockholders' Equity (in thousands) | Item | June 30, 2024 Balance | Grant of options to officer | Issuance of stock to board members | Repriced option for directors and officer | Net loss | June 30, 2025 Balance | | :------------------------------------ | :-------------------- | :-------------------------- | :--------------------------------- | :---------------------------------------- | :------- | :-------------------- | | Common Stock Shares | 9,896,850 | — | 42,230 | — | — | 9,939,080 | | Common Stock Amount | $0 | — | — | — | — | $0 | | Additional Paid-In Capital | $11,965 | $59 | $26 | $11 | — | $12,061 | | Accumulated Deficit | $(6,255) | — | — | — | $(948) | $(7,204) | | Total Stockholders' Equity | $5,710 | $59 | $26 | $11 | $(948) | $4,857 | [Consolidated Statements of Cash Flows](index=62&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) The consolidated statements of cash flows show net cash provided by operating activities of **$0.437 million** in 2025, a positive shift from **$(0.796) million** used in 2024, with minimal investing activities and no cash impact from financing activities in 2025 Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Year Ended June 30, 2025 | Year Ended June 30, 2024 | | :------------------------------ | :----------------------- | :----------------------- | | Net cash provided by (used in) operating activities | $437 | $(796) | | Net cash (used in) investing activities | — | $(12) | | Net cash (used in) financing activities | — | $(530) | | Net increase (decrease) in cash | $437 | $(1,338) | | Cash, end of the period | $5,715 | $5,278 | [Notes to Consolidated Financial Statements](index=63&type=section&id=NOTES%20TO%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) These notes detail the company's business activities, significant accounting policies, and financial position, covering areas such as COVID-19 impact, revenue recognition, share-based compensation, and specific notes on SNDBX agreements, share buybacks, loss per share, property, intangible assets, accrued expenses, stockholders' equity, income taxes, concentrations, commitments, and segment information - The COVID-19 pandemic has had a **significant adverse impact** on the company's business, results of operations, cash flows, and financial condition, leading to cash preservation strategies and ongoing industry recovery challenges[303](index=303&type=chunk)[305](index=305&type=chunk) Allowance for Credit Losses (as of June 30) | Year | Allowance for Credit Losses (Thousands) | | :--- | :-------------------------------------- | | 2025 | $436 | | 2024 | $378 | Inventory Reserve (as of June 30) | Year | Inventory Reserve (Thousands) | | :--- | :---------------------------- | | 2025 | $1,304 | | 2024 | $1,106 | Disaggregation of Revenue (Year Ended June 30, 2025, in Thousands) | Revenue Type | Amount | | :-------------------- | :----- | | Equipment upon delivery | $17,999 | | Installation | $94 | | Software and services | $54 | | Total revenues | $18,147 | Net Intangible Assets (as of June 30) | Year | Net Intangible Assets | | :--- | :-------------------- | | 2025 | $364 | | 2024 | $422 | Product Warranty Liability (as of June 30) | Year | Product Warranty Liability | | :--- | :------------------------- | | 2025 | $37 | | 2024 | $69 | - The company recognized approximately **$70,000** in stock compensation expense during the year ended June 30, 2025[372](index=372&type=chunk) - As of June 30, 2025, the company has approximately **$6,241,000** of U.S. Federal and State Net Operating Loss (NOL) carryforwards available to offset future taxable income[384](index=384&type=chunk) - For the year ended June 30, 2025, three customers provided **18%, 16%, and 13%** of accounts receivable[386](index=386&type=chunk) Operating Lease Liabilities (as of June 30, 2025, in thousands) | Liability Type | Amount | | :-------------------------- | :----- | | Current operating lease liabilities | $228 | | Long-term operating lease liabilities | $918 | | Total ROU liabilities | $1,146 | [NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=63&type=section&id=NOTE%201%20%E2%80%94%20BUSINESS%20ACTIVITY%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details the company's business as a cinema equipment and solutions provider, outlines the COVID-19 pandemic's industry impact, and summarizes significant accounting policies including revenue recognition, inventory, and intangible assets - Moving iMage Technologies, Inc. (MiT) designs, integrates, installs, and distributes proprietary and custom-designed equipment, as well as off-the-shelf cinema products. It also offers single-source solutions for cinema design, procurement, installation, and service, including software solutions for operations enhancement and theatre management[301](index=301&type=chunk) - The COVID-19 pandemic significantly impacted the entertainment and cinema industries, leading the company to implement cash preservation strategies. As of June 30, 2025, most theaters were open, but the industry's recovery to historical levels of film content and box office performance is ongoing, facing challenges like evolving release windows, streaming competition, supply chain delays, and inflation[303](index=303&type=chunk)[304](index=304&type=chunk) - The company has determined it operates as a single operating and reportable segment, with the chief operating decision maker reviewing financial information on a consolidated basis[308](index=308&type=chunk) Allowance for Credit Losses (as of June 30) | Year | Allowance for Credit Losses (Thousands) | | :--- | :-------------------------------------- | | 2025 | $436 | | 2024 | $378 | Inventory Reserve (as of June 30) | Year | Inventory Reserve (Thousands) | | :--- | :---------------------------- | | 2025 | $1,304 | | 2024 | $1,106 | - Revenue is recognized when control of promised goods is transferred at the point of shipment to a customer and performance conditions are satisfied, or over time for software and services[316](index=316&type=chunk)[326](index=326&type=chunk) Contract Liabilities (as of June 30, in Thousands) | Contract Liabilities | 2025 | 2024 | | :------------------- | :----- | :----- | | Customer deposits | $1,101 | $1,651 | | Unearned warranty revenue | $35 | $31 | | Customer refunds | $379 | $399 | | Total | $1,514 | $2,081 | Disaggregation of Revenue (Year Ended June 30, in Thousands) | Revenue Type | 2025 | 2024 | | :-------------------- | :------ | :------ | | Equipment upon delivery | $17,999 | $19,943 | | Installation | $94 | $130 | | Software and services | $54 | $66 | | Total revenues | $18,147 | $20,139 | Net Intangible Assets (as of June 30, in thousands) | Year | Net Intangible Assets | | :--- | :-------------------- | | 2025 | $364 | | 2024 | $422 | Product Warranty Liability (as of June 30, in thousands) | Year | Product Warranty Liability | | :--- | :------------------------- | | 2025 | $37 | | 2024 | $69 | - The company adopted ASU 2023-07, Segment Reporting, on **June 30, 2025**, which impacted segment reporting disclosures[339](index=339&type=chunk) - The FASB issued ASU 2023-3 (Disaggregation of Income Statement Expenses) and ASU 2023-09 (Improvements to Income Tax Disclosures), effective for fiscal years beginning after **December 15, 2026**, and **July 1, 2025**, respectively, which the company is currently assessing for disclosure impact[340](index=340&type=chunk)[341](index=341&type=chunk) [NOTE 2 — SNDBX AGREEMENTS](index=68&type=section&id=NOTE%202%20%E2%80%94%20SNDBX%20AGREEMENTS) This note details the company's agreements with The Five Agency and SNDBX, INC., involving a **$300,000 loan** and a **$100,000 convertible note**, both fully reserved by June 30, 2024, due to execution risks - In **April 2023**, the company entered a Letter Agreement with The Five Agency, agreeing to lend **$300,000** and receive **5% equity** in SNDBX, INC., a new Florida corporation for gaming leagues[343](index=343&type=chunk) - The initial loan of **$150,000** was disbursed with **10% annual interest**, secured by equipment patents, and an additional **$150,000** was contingent on definitive agreements and a **$3 million** equipment purchase commitment by SNDBX[344](index=344&type=chunk)[348](index=348&type=chunk) - In **June 2023**, the company entered a Convertible Note Purchase Agreement with SNDBX for **$100,000**, convertible into **20 Founders Shares** at **$5,000 per share**, with a maturity date of **June 5, 2024**[346](index=346&type=chunk)[347](index=347&type=chunk) - As of **June 30, 2024**, the company fully reserved the **$0.400 million** Notes Receivable balance due to SNDBX delays and execution risk, recognizing it as an impairment expense[353](index=353&type=chunk) [NOTE 3 — SHARE BUYBACK](index=70&type=section&id=NOTE%203%20%E2%80%94%20SHARE%20BUYBACK) This note outlines the company's stock repurchase programs, including a **$1 million** authorization in March 2023, under which approximately **273,000 shares** were repurchased for **$303,000** by June 30, 2024, and a subsequent **$697,000** program that expired - On **March 23, 2023**, the Board authorized a stock repurchase program of up to **$1 million**. By **June 30, 2024**, the company repurchased approximately **273,000 shares** for **$303,000**[354](index=354&type=chunk) - A new share repurchase program for up to **$697,000** was authorized on **April 1, 2024**, expiring **June 30, 2024**. The remaining unpurchased shares of **$133,000** expired[355](index=355&type=chunk) Share Repurchase Activity (March 2023 - June 2024) | Period | Total Number of Shares Purchased | Average Price Paid per Share ($) | | :---------------------- | :------------------------------- | :------------------------------- | | Mar 23, 2023 - Mar 31, 2023 | 47,467 | 1.04 | | May 18 - Jun 30, 2023 | 225,153 | 1.13 | | Nov 1, 2023 - Dec 31, 2023 | 109,135 | 0.93 | | Jan 1, 2024 - Mar 31, 2024 | 260,024 | 0.77 | | Apr 1, 2024 - Jun 30, 2024 | 389,121 | 0.59 | | Total | 1,030,900 | 0.81 | [NOTE 4— LOSS PER SHARE](index=71&type=section&id=NOTE%204%E2%80%94%20LOSS%20PER%20SHARE) This note presents the calculation of basic and diluted loss per share for 2025 and 2024, with all potentially dilutive securities excluded due to the company incurring net losses Loss Per Share (Year Ended June 30) | Metric | 2025 | 2024 | | :-------------------------------------- | :----------- | :----------- | | Net (loss) (Thousands) | $(948) | $(1,372) | | Weighted average common shares outstanding, basic and diluted | 9,910,244 | 10,482,857 | | Net (loss) per share Basic and diluted ($) | $(0.10) | $(0.13) | Potentially Dilutive Securities Excluded (as of March 31) | Security Type | 2025 | 2024 | | :------------ | :-------- | :-------- | | Options | 450,000 | 250,000 | | Total | 450,000 | 250,000 | - All potentially dilutive securities were excluded from the calculation of diluted loss per share for both years due to the company incurring net losses, making their inclusion anti-dilutive[360](index=360&type=chunk) [NOTE 5 — PROPERTY AND EQUIPMENT](index=72&type=section&id=NOTE%205%20%E2%80%94%20PROPERTY%20AND%20EQUIPMENT) This note provides a breakdown of net property and equipment, including production equipment and leasehold improvements, and details the depreciation expense for 2025 and 2024 Net Property and Equipment (as of June 30, in thousands) | Item | 2025 ($) | 2024 ($) | | :---------------------- | :------- | :------- | | Production equipment | 308 | 308 | | Leasehold improvements | 213 | 213 | | Furniture and fixtures | 45 | 45 | | Computer equipment | 72 | 72 | | Other equipment | 120 | 120 | | Total | 758 | 758 | | Accumulated depreciation| (743) | (730) | | Net property and equipment | 15 | 28 | Depreciation Expense (Year Ended June 30, in thousands) | Year | Depreciation Expense | | :--- | :------------------- | | 2025 | $13 | | 2024 | $12 | [NOTE 6 — INTANGIBLE ASSETS](index=72&type=section&id=NOTE%206%20%E2%80%94%20INTANGIBLE%20ASSETS) This note details the company's intangible assets, including customer relations, patents, and trademarks, their gross cost, accumulated amortization, net book value, and estimated future amortization expense for fiscal years 2025 and 2024 Intangible Assets (as of June 30, 2025, in thousands) | Item | Amortization Period (years) | Gross Asset Cost ($) | Accumulated Amortization ($) | Net Book Value ($) | | :--------------- | :-------------------------- | :------------------- | :--------------------------- | :----------------- | | Customer relations | 11 | 970 | 711 | 260 | | Patents | 20 | 70 | 21 | 49 | | Trademark | 20 | 78 | 23 | 55 | | Total | | 1,118 | 755 | 364 | Intangible Assets (as of June 30, 2024, in thousands) | Item | Amortization Period (years) | Gross Asset Cost ($) | Accumulated Amortization ($) | Net Book Value ($) | | :--------------- | :-------------------------- | :------------------- | :--------------------------- | :----------------- | | Customer relations | 11 | 970 | 660 | 310 | | Patents | 20 | 70 | 17 | 53 | | Trademark | 20 | 78 | 19 | 59 | | Total | | 1,118 | 696 | 422 | Amortization Expense (Year Ended June 30, in thousands) | Year | Amortization Expense | | :--- | :------------------- | | 2025 | $58 | | 2024 | $58 | Estimated Future Amortization Expense (as of June 30, 2025, in thousands) | Fiscal Year | Amount | | :---------- | :----- | | 2026 | $60 | | 2027 | $60 | | 2028 | $60 | | 2029 | $60 | | Thereafter | $124 | | Total | $364 | [NOTE 7 — ACCRUED EXPENSES](index=73&type=section&id=NOTE%207%20%E2%80%94%20ACCRUED%20EXPENSES) This note provides a breakdown of accrued expenses, including employee compensation, accrued warranty, freight, and sales tax, for the fiscal years ended June 30, 2025 and 2024 Accrued Expenses (as of June 30, in thousands) | Item | 2025 ($) | 2024 ($) | | :------------------- | :------- | :------- | | Employee compensation| 225 | 178 | | Accrued warranty | 37 | 69 | | Freight | 16 | 32 | | Sales tax | 28 | 14 | | Other | 56 | 27 | | Total | 362 | 320 | [NOTE 8— STOCKHOLDERS' EQUITY](index=73&type=section&id=NOTE%208%E2%80%94%20STOCKHOLDERS'%20EQUITY) This note details stockholders' equity, including the 2019 Omnibus Incentive Plan with **1,220,000 stock-based awards** available, the grant of **200,000 options** to Francis Godfrey, the re-pricing of **150,000 director options**, and the recognition of **$70,000** in stock compensation expense for 2025 - The 2019 Omnibus Incentive Plan provides for the issuance of stock-based awards to employees, with **1,220,000 stock-based awards** available to grant as of June 30, 2025[370](index=370&type=chunk) - On **October 30, 2024**, Francis Godfrey was granted **200,000 options** with an exercise price of **$0.65**, vesting **25% immediately** and **25% annually** thereafter[372](index=372&type=chunk) - On **March 25, 2025**, the Board re-priced **150,000 options** for directors from **$1.10 to $0.65 per share**, resulting in an incremental stock-based compensation charge of **$11,000** for the year ended June 30, 2025[372](index=372&type=chunk) - The company recognized approximately **$70,000** in compensation expense for stock option awards during the year ended June 30, 2025[372](index=372&type=chunk) Stock Option Activity (Year Ended June 30, 2025) | Item | Options | Weighted-Average Exercise Price ($) | | :----------------------- | :-------- | :---------------------------------- | | Balance, July 1, 2024 | 250,000 | 1.10 | | Granted during the period| 450,000 | 0.65 | | Cancelled during the period | (250,000) | (1.10) | | Balance, June 30, 2025 | 450,000 | 0.65 | Outstanding Stock Options (as of June 30, 2025) | Range of Exercise Price ($) | Number Outstanding | Number Exercisable | Weighted-Average Remaining Contractual Life (years) | Weighted-Average Exercise Price ($) | | :-------------------------- | :----------------- | :----------------- | :-------------------------------------------------- | :---------------------------------- | | $0.65 | 450,000 | 275,000 | 8.54 | $0.65 | [NOTE 9 — INCOME TAXES](index=77&type=section&id=NOTE%209%20%E2%80%94%20INCOME%20TAXES) This note details deferred tax assets and liabilities, including inventory reserves and net operating loss carryforwards, and the recognition of a full valuation allowance against deferred tax assets due to uncertainty of realization Deferred Tax Assets (Liabilities) (as of June 30, in thousands) | Item | 2025 ($) | 2024 ($) | | :------------------------ | :------- | :------- | | Inventory reserve | 395 | 309 | | Accumulated depreciation | (3) | (6) | | Accumulated goodwill amortization | 57 | 63 | | Accumulated intangible amortization | 121 | 125 | | ROU Asset | (304) | - | | ROU Liability | 321 | - | | Warranty reserve | 10 | 9 | | Stock compensation | 68 | 68 | | Net operating loss carryforward | 997 | 1,481 | | Tax credits | 86 | - | | Allowance for doubtful accounts | 66 | 106 | | Net | 1,814 | 2,157 | | Valuation allowance | (1,814) | (2,157) | | Total | - | - | - As of **June 30, 2025**, the company has approximately **$6,241,000** of U.S. Federal and State NOL carryforwards available for future use to offset taxable income[384](index=384&type=chunk) - A valuation allowance of **$1,814,000** and **$2,157,000** was recognized as of June 30, 2025 and 2024, respectively, as all U.S. Federal and state deferred tax assets were determined to be not more likely than not realizable[385](index=385&type=chunk) [NOTE 10 — CUSTOMER AND VENDOR CONCENTRATIONS](index=77&type=section&id=NOTE%2010%20%E2%80%94%20CUSTOMER%20AND%20VENDOR%20CONCENTRATIONS) This note highlights significant customer and vendor concentrations, with three customers accounting for **18%, 16%, and 13%** of accounts receivable, and two vendors providing **21% and 11%** of purchases for the year ended June 30, 2025 - For the year ended June 30, 2025, three customers accounted for **18%, 16%, and 13%** of accounts receivable[386](index=386&type=chunk) - For the year ended June 30, 2025, the two largest vendors provided **21% and 11%** of the company's purchases[388](index=388&type=chunk) - As of June 30, 2025, one vendor accounted for **35%** of accounts payable[388](index=388&type=chunk) [NOTE 11— COMMITMENTS AND CONTINGENCIES](index=78&type=section&id=NOTE%2011%E2%80%94%20COMMITMENTS%20AND%20CONTINGENCIES) This note details the company's operating lease commitments for its executive office and warehouse, expiring in **2030** and **2028** respectively, and confirms no material pending legal proceedings - The company's executive office and warehouse lease agreements are classified as operating leases, with the office lease expiring **January 31, 2030**, and the Whittier warehouse lease expiring **January 31, 2028**[390](index=390&type=chunk) Future Minimum Lease Payments (as of June 30, 2025, in thousands) | Year | Payments | | :--- | :------- | | 2026 | $313 | | 2027 | $326 | | 2028 | $303 | | 2029 | $266 | | 2030 | $159 | | Total future minimum lease payments | $1,367 | | Less imputed interest | $(222) | | Present value of operating lease payments | $1,145 | ROU Assets and Operating Lease Liabilities (as of June 30, 2025, in thousands) | Item | Amount | | :-------------------------- | :----- | | ROU assets-net | $1,087 | | Current operating lease liabilities | $228 | | Long-term operating lease liabilities | $918 | | Total ROU liabilities | $1,146 | - The company is not involved in any pending significant legal proceedings that management believes would have a material adverse effect on its financial position[397](index=397&type=chunk) [NOTE 12—SEGMENT INFORMATION](index=79&type=section&id=NOTE%2012%E2%80%94SEGMENT%20INFORMATION) This note confirms the company operates as a single operating segment, with the President managing resources and evaluating performance on a consolidated basis, and provides segment financial information for 2025 and 2024 - The company operates as a single operating segment, focusing on identifying, developing, and manufacturing products for the cinema market[398](index=398&type=chunk) - The chief operating decision maker (President) manages and allocates resources on a consolidated basis, using consolidated financial information for performance evaluation, forecasting, and setting incentive targets[398](index=398&type=chunk) Segment Financial Information (Year Ended June 30, in Thousands) | Metric | 2025 ($) | 2024 ($) | | :------------------------ | :------- | :------- | | Revenue | 18,147 | 20,139 | | Cost of Sales | 13,574 | 15,456 | | Gross Margin | 4,573 | 4,683 | | Total segment operating expenses | 5,659 | 6,235 | | Interest and other Income | 138 | 180 | | Net loss | (948) | (1,372) | [NOTE 13— SUBSEQUENT EVENTS](index=79&type=section&id=NOTE%2013%E2%80%94%20SUBSEQUENT%20EVENTS) Management evaluated events from June 30, 2025, through September 25, 2025, and determined that no other events occurred requiring adjustment to disclosures in the condensed consolidated financial statements - Management evaluated events from **June 30, 2025**, through **September 25, 2025**, and determined that no other events occurred requiring adjustment to disclosures in the condensed consolidated financial statements[400](index=400&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-50484 Lite Strategy, Inc. (Exact name of registrant as specified in its charter) DELAWARE 51-0407811 (State or other jurisdicti ...

[General Filing Information](index=1&type=section&id=General%20Filing%20Information) This section provides standard cover page information for the Form 8-K filing, including registrant details and registered securities [Registrant and Filing Details](index=1&type=section&id=Registrant%20and%20Filing%20Details) This section details the registrant's identity, filing date, and common shares registered on the New York Stock Exchange - The registrant is **WORTHINGTON ENTERPRISES, INC.**, incorporated in Ohio[2](index=2&type=chunk) - The earliest event reported occurred on **September 23, 2025**[2](index=2&type=chunk) Registered Securities Information | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :--- | :--- | :--- | | Common Shares, Without Par Value | WOR | The New York Stock Exchange | [Item 2.02. Results of Operations and Financial Condition](index=3&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition) This section discusses the company's financial performance for the first quarter, including GAAP and non-GAAP measures [Conference Call and Financial Overview](index=3&type=section&id=Conference%20Call%20and%20Financial%20Overview) A conference call was held to discuss unaudited Q1 FY2026 financial results and market outlook, covering GAAP and non-GAAP measures - A conference call was held on **September 24, 2025**, to discuss unaudited financial results for the first quarter ended **August 31, 2025**[6](index=6&type=chunk) - The conference call transcript is furnished as **Exhibit 99.1** to this Form 8-K[6](index=6&type=chunk) - The company discussed both **GAAP** and **non-GAAP** financial measures, including adjusted EBITDA and adjusted EBITDA margin[8](index=8&type=chunk) [Non-GAAP Financial Measures and Reconciliations](index=3&type=section&id=Non-GAAP%20Financial%20Measures%20and%20Reconciliations) Reconciliations for Adjusted EBITDA, Free Cash Flow, and Net Debt to TTM Adjusted EBITDA provide insights into performance and leverage [Adjusted EBITDA](index=3&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA, a non-GAAP measure, is reconciled to net earnings to show operational performance excluding certain items - Adjusted EBITDA is a **non-GAAP measure** used by management to evaluate operating performance, adjusting net earnings for interest, taxes, depreciation, amortization, and certain non-indicative items[8](index=8&type=chunk) Adjusted EBITDA Reconciliation (Thousands) | (In thousands) | First Quarter 2026 | Fourth Quarter 2025 | Third Quarter 2025 | Second Quarter 2025 | | :--- | :--- | :--- | :--- | :--- | | Net earnings (GAAP) | $34,821 | $3,614 | $39,339 | $28,009 | | Net earnings attributable to controlling interest | $35,148 | $3,877 | $39,663 | $28,260 | | Adjusted EBITDA (non-GAAP) | $65,060 | $85,060 | $73,779 | $56,213 | | TTM adjusted EBITDA (non-GAAP) | $280,112 | | | | | TTM net earnings margin (GAAP) | 8.8% | | | | | TTM adjusted EBITDA margin (non-GAAP) | 23.3% | | | | [Free Cash Flow and Conversion](index=4&type=section&id=Free%20Cash%20Flow%20and%20Conversion) Free cash flow, a non-GAAP measure, is reconciled to operating cash flow to assess cash generation beyond operations and capital spending - Free cash flow is a **non-GAAP measure** indicating the company's ability to generate cash beyond business operations and capital expenditures[10](index=10&type=chunk) Free Cash Flow Reconciliation (Thousands) | (In thousands) | First Quarter 2026 | Fourth Quarter 2025 | Third Quarter 2025 | Second Quarter 2025 | | :--- | :--- | :--- | :--- | :--- | | Net cash provided by operating activities (GAAP) | $41,061 | $62,414 | $57,131 | $49,053 | | Investment in property, plant and equipment | $(13,195) | $(13,086) | $(12,704) | $(15,161) | | Free cash flow (non-GAAP) | $27,866 | $49,328 | $44,427 | $33,892 | | TTM net cash provided by operating activities (GAAP) | $209,659 | | | | | TTM free cash flow (non-GAAP) | $155,513 | | | | | TTM operating cash flow conversion (GAAP) | 196% | | | | | Free cash flow conversion (Non-GAAP) | 94% | | | | [Net Debt to TTM Adjusted EBITDA](index=4&type=section&id=Net%20Debt%20to%20TTM%20Adjusted%20EBITDA) This section presents the net debt to TTM adjusted EBITDA ratio, a key non-GAAP metric for evaluating financial leverage - The ratio of net debt to TTM adjusted EBITDA is a **non-GAAP financial measure** used as a measure of leverage[11](index=11&type=chunk) Net Debt to TTM Adjusted EBITDA (Thousands) as of August 31, 2025 | (In thousands) | August 31, 2025 | | :--- | :--- | | Long-term debt | $306,010 | | Less: cash and cash equivalents | $167,122 | | Net debt | $138,888 | | TTM adjusted EBITDA (non-GAAP) | $280,112 | | Net debt to TTM adjusted EBITDA (non-GAAP) | 0.50 | [Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers](index=6&type=section&id=Item%205.02.%20Departure%20of%20Directors%20or%20Certain%20Officers%3B%20Election%20of%20Directors%3B%20Appointment%20of%20Certain%20Officers%3B%20Compensatory%20Arrangements%20of%20Certain%20Officers) This section details the approval of the 2025 Equity Plan for Non-Employee Directors, authorizing share grants for compensation [2025 Equity Plan for Non-Employee Directors](index=6&type=section&id=2025%20Equity%20Plan%20for%20Non-Employee%20Directors) Shareholders approved the 2025 Equity Plan, authorizing up to 1,000,000 common shares for non-employee director compensation - The **Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors** was approved by shareholders on **September 23, 2025**[14](index=14&type=chunk) - A maximum of **1,000,000 common shares** may be granted under the Plan to non-employee directors[15](index=15&type=chunk) - Award types include stock options, stock appreciation rights, restricted common shares, restricted stock units, and other share-based awards[16](index=16&type=chunk) [Item 5.07. Submission of Matters to a Vote of Security Holders](index=6&type=section&id=Item%205.07.%20Submission%20of%20Matters%20to%20a%20Vote%20of%20Security%20Holders) This section reports the voting results from the Annual Meeting of Shareholders on director elections, executive compensation, and other proposals [Annual Meeting Details](index=6&type=section&id=Annual%20Meeting%20Details) The Annual Meeting of Shareholders was held on September 23, 2025, with a significant quorum established by over 89% share representation - The Annual Meeting was held on **September 23, 2025**[18](index=18&type=chunk) - On the record date of **July 29, 2025**, **49,793,529 common shares** were outstanding and entitled to vote[18](index=18&type=chunk) - A quorum was constituted by **44,652,456 shares** (**over 89%**) represented by proxy[18](index=18&type=chunk) [Voting Results Summary](index=7&type=section&id=Voting%20Results%20Summary) Shareholders voted on four proposals, including director elections, executive compensation, the 2025 Equity Plan, and auditor ratification [Election of Directors](index=7&type=section&id=Election%20of%20Directors) Shareholders elected four directors for three-year terms, with detailed voting results provided for each candidate Director Election Results | Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | | :--- | :--- | :--- | :--- | :--- | | Kerrii B. Anderson | 40,294,598 | 929,157 | 37,569 | 3,391,134 | | David P. Blom | 37,277,366 | 3,938,647 | 45,311 | 3,391,134 | | Paul G. Heller | 41,006,436 | 204,368 | 50,520 | 3,391,134 | | Billy R. Vickers | 38,629,646 | 1,575,988 | 55,690 | 3,391,134 | - Ms. Anderson, Mr. Blom, Mr. Heller, and Mr. Vickers were each elected as a director for a **three-year term**, expiring at the Annual Meeting in **2028**[19](index=19&type=chunk) [Advisory Vote on NEO Compensation](index=7&type=section&id=Advisory%20Vote%20on%20NEO%20Compensation) Shareholders approved the advisory resolution concerning the compensation of the Registrant's named executive officers Advisory Vote on NEO Compensation Results | Votes For | Votes Against | Abstentions | Broker Non-Votes | | :--- | :--- | :--- | :--- | | 38,981,483 | 2,206,173 | 73,668 | 3,391,134 | - Shareholders approved the advisory resolution regarding the compensation of the Registrant's named executive officers[20](index=20&type=chunk) [Approval of 2025 Equity Plan](index=7&type=section&id=Approval%20of%202025%20Equity%20Plan) Shareholders approved the 2025 Equity Plan for Non-Employee Directors, authorizing share-based awards for compensation 2025 Equity Plan Approval Results | Votes For | Votes Against | Abstentions | Broker Non-Votes | | :--- | :--- | :--- | :--- | | 37,803,028 | 3,405,411 | 52,885 | 3,391,134 | - The proposal to approve the **2025 Equity Plan for Non-Employee Directors** was approved by shareholders[22](index=22&type=chunk) [Ratification of Independent Registered Public Accounting Firm](index=7&type=section&id=Ratification%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Shareholders ratified the selection of KPMG LLP as the independent registered public accounting firm for the fiscal year ending May 31, 2026 Independent Auditor Ratification Results | Votes For | Votes Against | Abstentions | | :--- | :--- | :--- | | 44,256,923 | 351,334 | 44,201 | - Shareholders ratified the selection of **KPMG LLP** as the independent registered public accounting firm for the fiscal year ending **May 31, 2026**[23](index=23&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=7&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists all exhibits accompanying the Form 8-K filing, including the 2025 Equity Plan and the earnings call transcript [Exhibits List](index=7&type=section&id=Exhibits%20List) The exhibits include the 2025 Equity Plan for Non-Employee Directors and the transcript of the first quarter earnings conference call Exhibits Included in Form 8-K | Exhibit No. | Description | | :--- | :--- | | 10.1 | Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors† | | 99.1 | Transcript of Worthington Enterprises, Inc. Earnings Conference Call for First Quarter of Fiscal 2026 (Fiscal Quarter ended August 31, 2025), held on September 24, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signatures](index=8&type=section&id=Signatures) This section contains the required signatures for the Form 8-K filing, confirming its official submission [Filing Signatures](index=8&type=section&id=Filing%20Signatures) The report was signed by Patrick J. Kennedy, Vice President - General Counsel and Secretary, on September 26, 2025 - The report was signed on **September 26, 2025**, by Patrick J. Kennedy, Vice President - General Counsel and Secretary[28](index=28&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 24, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 1-13666 Commission File Number DARDEN RESTAURANTS, INC. (Exact name of registrant as specified in its charter) FORM 10-Q Florida 59-3305930 (State or other j ...

FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _________________. Commission File Number 001-35019 HOME FEDERAL BANCORP, INC. OF LOUISIANA (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | ...