Financial Performance and Profitability - The company currently does not generate revenue from product sales and may never become profitable unless it can raise more capital through additional financings[25]. - The company has not paid dividends in the past and does not expect to pay dividends in the future, limiting returns on investment to the value of its shares[71]. - The company currently does not generate revenue from product sales and may never become profitable without raising more capital[92]. Drug Development and Regulatory Challenges - The preclinical development process is long, expensive, and uncertain, with the possibility of terminating one or more current preclinical development programs[25]. - The regulatory approval processes for the company's drug candidates are lengthy and inherently unpredictable, which could substantially harm the business if approvals are not obtained[29]. - The average cost of launching a new drug is estimated to approach $2.6 billion and can take around 12 years to reach the market[95]. - Approximately 86.2% of drug candidates entering phase 1 trials fail to achieve drug approval[95]. - Only about 20% of approved new drugs generate revenues that exceed the average R&D investment[95]. - None of the company's drug candidates has been approved for marketing in the U.S., Europe, or the PRC[92]. - Clinical trials can fail at any stage, and results from earlier studies may not predict future outcomes[106]. - Regulatory approvals for drug candidates are contingent on successful clinical trials demonstrating safety and efficacy[108]. - Delays in clinical trials can increase drug development costs and may prevent the company from receiving regulatory approval or commercializing drug candidates[111]. - The time required to obtain regulatory approval is unpredictable and typically takes many years, influenced by various factors including regulatory discretion[116]. - The company has not obtained regulatory approval for any drug candidates, and there is no guarantee that future candidates will receive approval[117]. - Significant clinical trial delays could allow competitors to bring products to market before the company, impairing its ability to commercialize drugs[115]. - Regulatory authorities may require additional studies or data, which could delay approval and commercialization plans[119]. - Adverse events from drug candidates could lead to trial interruptions, more restrictive labels, or denial of regulatory approval[127]. - Ongoing regulatory obligations will result in significant additional expenses and potential penalties for non-compliance if drug candidates are approved[129]. - The company may face challenges in completing clinical trials on schedule due to funding limitations and regulatory requirements[121]. - The company is required to comply with extensive regulatory requirements from authorities such as the FDA, NMPA, and EMA, which includes adherence to cGMP regulations[130]. - Regulatory approvals for the company's drug candidates may come with limitations on indicated uses and requirements for costly post-marketing testing, including Phase 4 clinical trials[131]. - The FDA may impose sanctions such as fines, product recalls, or withdrawal of approvals if compliance with regulatory standards is not maintained[137]. Intellectual Property Risks - The company has significant risks related to its intellectual property, including pending patent applications that may not be issued, which could adversely affect its business[37]. - The success of the company's drug candidates is heavily dependent on obtaining and maintaining patent protection, as failure to do so could adversely affect commercialization efforts[147]. - The company has filed patent applications in major jurisdictions, including the U.S. and EPO, but the outcome of these applications is uncertain[149]. - The company may seek patent term extensions to prolong patent protection, but this process is complex and resource-intensive[150]. - The company must navigate potential legal challenges to its patents, which could result in increased litigation costs estimated between $2.3 million to $4.0 million[153]. - The validity and enforceability of the company's patents are uncertain, which could limit its ability to prevent others from commercializing competitive technologies[156]. - The company may not be able to protect its intellectual property (IP) rights globally, impacting its commercial success[157]. - Legal costs associated with filing and defending patents could be prohibitively expensive, especially in jurisdictions with less extensive IP protection[158]. - The company has not yet enforced any issued patents, which could lead to substantial costs and divert focus from other business aspects[164]. - Litigation to protect IP rights may be necessary, but it could be costly and time-consuming, potentially harming the company's financial results[167]. - The company may face challenges regarding the inventorship of its patents, which could lead to litigation and loss of exclusive rights[170]. - If the company is sued for infringing on others' IP rights, it could face significant costs and delays in drug development[171]. - The company may need to obtain licenses from other parties to continue developing its drug candidates, which may not be available on commercially reasonable terms[173]. - The risk of competitors circumventing the company's patents by developing non-infringing alternatives remains a concern[155]. - Litigation or legal proceedings related to IP claims may lead to significant expenses and distract management, potentially increasing operating losses and reducing resources for development activities[174]. - Patent applications covering similar products may exist without the company's knowledge, resulting in lost time and money, as well as potential litigation[176]. - Compliance with various procedural and fee payment requirements is essential to maintain patent protection; non-compliance could lead to abandonment or lapse of patents[177]. - The term of issued patents is generally 20 years from the earliest filing date, with potential extensions under the Hatch-Waxman Amendments, but extensions cannot exceed 14 years from FDA drug approval[178]. - Changes in U.S. patent law could diminish the value of patents, impacting the company's ability to protect its drug and diagnostics technology candidates[180]. - The America Invents Act has introduced new procedures for challenging patent validity, making it easier for competitors to invalidate patents[181]. - The company relies on trade secrets to maintain its competitive position, but breaches of confidentiality agreements could harm its business[182]. - The company may face claims regarding the wrongful use of trade secrets from former employers of its employees, which could lead to litigation and loss of IP rights[183]. Operational and Management Challenges - The company may face difficulties in managing growth as it seeks to increase the size and capabilities of its organization[49]. - The company has only 2 full-time employees, indicating a need for significant growth in personnel to manage operations effectively[207]. - The company is shifting to an outsourcing model for key functions, which introduces dependencies on third-party vendors and associated risks[208]. - Future financial performance will depend on the company's ability to manage growth and maintain effective operational controls[210]. - The company intends to seek strategic alliances or acquisitions to enhance development efforts, but these may incur additional costs and complexities[213]. - There is significant competition in establishing strategic partnerships, which may be time-consuming and complex[214]. - The company is highly dependent on its Chief Executive Officer and key personnel, with potential risks associated with their retention and recruitment[202]. - Collaborations may face significant risks, including collaborators' discretion in resource allocation and potential delays in clinical trials[215]. - Failure to secure collaborations could lead to curtailed development programs and increased expenditures for commercialization activities[216]. - Insufficient funds or expertise may hinder the company's ability to develop and commercialize drug and diagnostics technology candidates[217]. - The company is exposed to risks of misconduct by employees and partners, which could lead to non-compliance with regulatory standards[218]. Manufacturing and Quality Control Risks - Manufacturing drug candidates in commercial quantities is complex and may require significant capital investment, with the company planning to contract outside manufacturers for clinical supplies[194]. - The company faces risks related to quality control and regulatory compliance with contract manufacturers, which could delay clinical trials or affect commercialization[195]. - The company does not maintain insurance for environmental liability or toxic tort claims, which could lead to substantial costs if violations occur[201].

Financial Performance - Net sales for Q3 2026 were $378.7 million, an increase of 24% compared to Q3 2025[4] - Net earnings rose 15% to $45.1 million, while adjusted net earnings increased 7% to $48.5 million[4] - Adjusted EBITDA grew 15% to $84.6 million, reflecting strong performance across both segments[4] - The Building Products segment generated net sales of $223.9 million, a 35.8% increase year-over-year[12] - The Consumer Products segment reported net sales of $154.8 million, up 10.8% from the prior year[13] - Consolidated net sales for the three months ended February 28, 2026, reached $378.7 million, a 24.3% increase from $304.5 million in the same period of 2025[30] - Adjusted EBITDA for the three months ended February 28, 2026, was $84.6 million, up 14.9% from $73.8 million in the prior year, with an adjusted EBITDA margin of 22.3%[36] - The adjusted EBITDA for the nine months ended February 28, 2026, totaled $212.3 million, an increase from $179.9 million in the same period of 2025[36] - Year-to-date adjusted EBITDA reached $650.606 million, indicating a strong performance compared to previous quarters[53] Cash Flow and Capital Management - Operating cash flow increased 8% to $61.9 million, with free cash flow improving to $48.1 million[4] - The company repurchased 100,000 common shares for $5.4 million, with 4,915,000 shares remaining available for repurchase[4] - Free cash flow for the three months ended February 28, 2026, was $48.1 million, compared to $44.4 million in the same period of 2025, reflecting a conversion rate of 99%[39] - Net cash provided by operating activities for the nine months ended February 28, 2026, was $154,518 thousand, an increase from $147,330 thousand in the prior year[28] - Free cash flow is defined as net cash flows from operating activities less investment in property, plant, and equipment[46] - Free cash flow conversion measures how much of adjusted net earnings is converted into cash[47] Acquisitions and Investments - The company completed the acquisition of LSI Group for approximately $205.0 million, enhancing its Building Products segment[4] - The company made acquisitions totaling $304,426 thousand during the nine months ended February 28, 2026[28] Earnings and Dividends - The company declared cash dividends of $0.19 per common share for the three months ended February 28, 2026, compared to $0.17 in the same period of 2025[24] - Adjusted net earnings attributable to controlling interest for the three months ended February 28, 2026, were $48.5 million, compared to $45.3 million in the same period of 2025[39] - Net earnings attributable to controlling interest for the nine months ended February 28, 2026, were $107,939 thousand, a 16.5% increase from $92,176 thousand in the previous year[24] Balance Sheet and Financial Position - Cash and cash equivalents decreased to $5,979 thousand as of February 28, 2026, down from $250,075 thousand as of May 31, 2025[26] - Total assets increased to $1,823,538 thousand as of February 28, 2026, compared to $1,695,152 thousand as of May 31, 2025[26] - Total liabilities rose to $820,978 thousand as of February 28, 2026, up from $756,915 thousand as of May 31, 2025[26] Future Outlook and Strategy - The company is well-positioned for fiscal 2027, focusing on organic growth and disciplined capital deployment[14] - The company plans to continue focusing on market expansion and new product development to drive future growth[30] Adjustments and Non-GAAP Measures - The company updated its non-GAAP financial measures to exclude acquisition-related amortization of inventory step-up charges starting Q3 of fiscal 2026[49] - Reported adjusted operating income for Fiscal 2026 was $1.3719 billion, with a year-to-date adjusted net earnings of $372.447 million[53] - Adjusted operating income for fiscal 2024 totaled $20,941,000, reflecting an increase of $50,000 due to updated definitions[51] - Adjusted net earnings for fiscal 2024 reached $143,500,000, with an adjustment impact of $38,000[51] - Adjusted EBITDA for fiscal 2024 was reported at $251,049,000, with an increase of $50,000 from prior reporting[51] - For fiscal 2025, adjusted operating income was updated to $52,099,000, with a positive adjustment of $1,477,000[52] - Adjusted net earnings for fiscal 2025 amounted to $154,920,000, reflecting an adjustment impact of $1,127,000[52] - Adjusted EBITDA for fiscal 2025 was reported at $264,966,000, with an adjustment of $1,477,000[52] - Adjusted EPS for fiscal 2025 increased to $3.09, with an adjustment of $0.02[52] Segment Performance - Building Products segment net sales increased to $223.9 million in Q3 2026, up 35.7% from $164.8 million in Q3 2025[30] - Consumer Products segment net sales rose to $154.8 million in Q3 2026, a 10.0% increase from $139.7 million in Q3 2025[30] - Equity income from unconsolidated affiliates for the three months ended February 28, 2026, was $30.7 million, slightly down from $32.1 million in Q3 2025[30] - The company reported a GAAP net earnings margin of 12.9% for the three months ended February 28, 2026, compared to 11.9% in the same period of 2025[36]

Financial Performance - Total sales increased by 5.9% to $3.35 billion for the third quarter of fiscal 2026 and by 7.8% to $9.49 billion for the first nine months compared to the same periods in fiscal 2025[109] - Net earnings from continuing operations were $310.6 million for the third quarter and $805.9 million for the first nine months of fiscal 2026, compared to $323.7 million and $747.0 million for the same periods in fiscal 2025[109] - Diluted net earnings per share from continuing operations were $2.68 for the third quarter and $6.91 for the first nine months of fiscal 2026, compared to $2.74 and $6.30 for the same periods in fiscal 2025[110] Sales Growth - The company expects sales growth for fiscal 2026 to be approximately 9.5%, driven by a 2.0% contribution from the fifty-third week and a same-restaurant sales growth of approximately 4.5%[111] - Olive Garden's sales for the third quarter of fiscal 2026 increased by 4.7% to $1.39 billion, driven by a 3.6% increase in average check[114] - LongHorn Steakhouse's sales for the third quarter of fiscal 2026 increased by 11.2% to $854.2 million, supported by a 3.9% increase in average check[115] - The company reported a blended same-restaurant sales increase of 4.2% for the third quarter of fiscal 2026[109] - Fine Dining's sales for Q3 fiscal 2026 increased due to new restaurant revenue and a 2.2% rise in average check, despite a 0.1% decline in guest counts[116] - Other Business sales for Q3 fiscal 2026 rose primarily from a 3.6% increase in average check and a 0.3% increase in guest counts, offset by the closure of 15 Bahama Breeze locations[118] Restaurant Operations - The company-owned restaurant count increased to 2,196 as of February 22, 2026, from 2,165 at the end of the third quarter of fiscal 2025[105] - The company expects to permanently close approximately 14 Bahama Breeze restaurants and convert another 14 to other Darden brands by April 2026[107] Costs and Expenses - Total operating costs and expenses as a percentage of sales for Q3 fiscal 2026 were 87.9%, up from 86.8% in Q3 fiscal 2025, with operating income decreasing to 12.1%[120] - Food and beverage costs as a percentage of sales increased to 30.7% in Q3 fiscal 2026, up from 30.2% in Q3 fiscal 2025, primarily due to inflation[120] - General and administrative expenses decreased to 3.6% of sales in Q3 fiscal 2026, down from 3.7% in Q3 fiscal 2025, influenced by transaction costs related to Chuy's[120] Tax and Discontinued Operations - The effective income tax rate for continuing operations for Q3 fiscal 2026 was 12.9%, a slight decrease from 13.1% in Q3 fiscal 2025, primarily due to mark to market impacts[123] - Losses from discontinued operations for Q3 fiscal 2026 were $3.8 million ($0.03 per diluted share), compared to $0.3 million ($0.00 per diluted share) in Q3 fiscal 2025[125] Segment Profit Margins - Olive Garden's segment profit margin for Q3 fiscal 2026 was 23.0%, a decrease of 10 basis points from 23.1% in Q3 fiscal 2025, driven by higher restaurant expenses[128] - LongHorn Steakhouse's segment profit margin for Q3 fiscal 2026 decreased to 18.6%, down 110 basis points from 19.7% in Q3 fiscal 2025, due to increased food and beverage costs[128] Cash Flows and Investments - Net cash flows provided by operating activities from continuing operations increased to $1.28 billion for the first nine months of fiscal 2026, up from $1.25 billion for the same period in fiscal 2025[139] - Net cash flows used in investing activities from continuing operations were $523.1 million for the first nine months of fiscal 2026, a decrease from $1.10 billion for the same period in fiscal 2025[141] - Capital expenditures increased to $540.9 million for the first nine months of fiscal 2026, up from $472.6 million for the same period in fiscal 2025, reflecting increased new restaurant construction[141] - Net cash flows used in financing activities from continuing operations were $761.5 million for the first nine months of fiscal 2026, compared to $123.9 million for the same period in fiscal 2025[142] Share Repurchase and Debt - The company authorized a new share repurchase program allowing for the repurchase of up to $1 billion of outstanding common stock, with 2.7 million shares repurchased in the first nine months of fiscal 2026[144] - The company entered into a $1.25 billion Revolving Credit Agreement on October 23, 2023, with $960 million of credit available as of February 22, 2026[133] Current Assets and Liabilities - Current assets totaled $1.01 billion as of February 22, 2026, compared to $937.7 million as of May 25, 2025[146] - Current liabilities increased to $2.61 billion as of February 22, 2026, from $2.25 billion as of May 25, 2025, primarily due to an increase in short-term debt[146] Leverage and Debt Exposure - The company has a maximum consolidated leverage ratio of 3.50 to 1.00, which may be temporarily increased to 4.00 to 1.00 for covered acquisitions[135] - The fair value of long-term fixed-rate debt outstanding averaged $2.18 billion as of February 22, 2026, with potential losses in future net earnings from interest rate exposures estimated at approximately $72.5 million[152]

Financial Performance and Risks - Local Bounti has a history of losses and expects to incur significant expenses and continuing losses for the foreseeable future [125]. - The company anticipates substantial expenditures to support its growth, including costs for constructing new facilities and attracting skilled labor [128]. - Local Bounti expects to require additional financing to achieve its goals, which may lead to significant dilution of stockholders' equity [128]. - Local Bounti's future profitability will depend on its ability to effectively manage growth and respond to competitive pressures [126]. - Local Bounti's estimates of market opportunity and growth forecasts are subject to significant uncertainty, and actual growth may not meet expectations [150][152]. - The company may struggle to align production capacity with consumer demand, leading to underutilized assets and negatively impacting financial results [162][163]. - Local Bounti's financial reporting relies on estimates and assumptions that, if incorrect, could adversely affect its operations and market price [170]. - The company has identified material weaknesses in its internal control over financial reporting, which could lead to misstatements and loss of investor confidence [171]. - Local Bounti's effective tax rates may fluctuate widely in the future due to business expansion and changes in tax laws [239]. - Local Bounti's after-tax profitability may be adversely affected by changes in tax laws and regulations, which could have retroactive effects [241]. Operational Challenges - The company relies on a limited number of facilities for operations, and any adverse changes could significantly disrupt production [132]. - Local Bounti's ability to scale operations and reduce costs of goods sold is uncertain due to external factors like inflation and supply chain interruptions [137]. - The build-out of new facilities may face delays and unexpected costs due to regulatory approvals and supply chain issues [133]. - The company may experience unexpected delays in facility expansions due to labor shortages or other public health crises [139]. - Local Bounti faces significant operational risks, including reliance on local labor, fluctuating utility costs, and potential increases in packaging material costs, which could adversely affect financial performance [168]. - Local Bounti's ability to complete transactions may be hindered by external approvals and severe weather events, which could disrupt operations and lead to significant losses [143][150]. - The company may encounter challenges in securing new customers and maintaining competitive pricing in new markets, impacting its financial condition and results of operations [164][165]. Strategic Initiatives - Local Bounti's growth strategy includes the expansion of its product lines and technological capabilities, focusing on new varieties of loose-leaf lettuce to enhance revenue growth [155]. - The company may pursue acquisitions or strategic partnerships, but these could present unforeseen integration challenges and additional costs [140]. - Local Bounti's growth strategy involves building additional Controlled Environment Agriculture (CEA) facilities and expanding its product line, which is critical for financial success [179]. Regulatory and Compliance Issues - The company is subject to food safety and quality standards, and any widespread issues could negatively impact consumer confidence and demand [138]. - Local Bounti operates in a highly regulated environment, and any changes in laws or regulations could lead to increased compliance costs and operational disruptions [211]. - Compliance with USDA and FDA regulations is critical; failure to meet these could result in enforcement actions and impact product marketing [222]. - Product contamination and food safety incidents may lead to lawsuits, recalls, and increased operating costs, negatively impacting demand for Local Bounti's products [215]. - Foodborne illnesses or safety incidents could increase raw material costs and disrupt supply, adversely affecting sales and operational results [216]. Market and Competitive Landscape - The competitive landscape includes large-scale operations from Mexico and Canada, which could pressure Local Bounti's market share and pricing strategies [174]. - Consumer preferences and spending habits in the food industry significantly impact Local Bounti's sales, with potential declines due to economic factors or shifts in consumer behavior [198]. - Seasonal fluctuations in demand for leafy greens may adversely affect Local Bounti's operational results, necessitating accurate forecasting and planning [202]. - A significant portion of Local Bounti's revenue comes from a small number of top retail customers, making it vulnerable to any loss or reduction in orders from these customers [203]. Technology and Cybersecurity - Local Bounti's operations depend on information technology systems; failures or security breaches could harm business operations and crop yields [188]. - The company is actively integrating artificial intelligence (AI) across its operations for various applications, but this reliance introduces risks related to data quality and cybersecurity vulnerabilities [193]. - The company faces challenges in maintaining high-quality data for its AI systems, which could degrade performance and expose it to legal and regulatory risks [195]. - The environmental control systems are vulnerable to cybersecurity threats, potentially resulting in the loss of entire crops, which would adversely affect financial performance [191]. - Local Bounti's business operations are heavily reliant on technology, which exposes it to increasing cybersecurity risks that could lead to operational disruptions and reputational harm [190]. Stock and Financial Market Risks - The trading price of Local Bounti's common stock is subject to volatility, influenced by various market factors beyond the company's control [228]. - Local Bounti has never paid cash dividends and does not anticipate paying dividends in the foreseeable future, intending to retain future earnings for business growth [233]. - Local Bounti's common stock is at risk of delisting from the NYSE due to non-compliance with continued listing standards, including maintaining a minimum average market capitalization of $50 million [248]. - The company received a notice from the NYSE for not meeting the Minimum Market Capitalization Standard, with an average global market capitalization below $50 million [248]. - Delisting from the NYSE could lead to declines in share price and liquidity, making it difficult for stockholders to trade common stock [250]. - Future sales of shares by existing stockholders may adversely affect the market price of common stock, potentially making it harder to sell shares at desired prices [251]. - Significant sales of common stock could lead to dilution of equity interests and may adversely affect prevailing market prices [253]. - The absence of a NYSE listing may result in negative publicity and hinder the company's ability to raise additional capital [250]. - The trading market for common stock may be less active and more volatile due to reliance on exemptions from reporting requirements [258].

Currency and Financial Risks - The company operates in multiple markets, exposing it to fluctuations in currency exchange rates, which could adversely affect operational and financial results [159]. - A significant portion of the company's business operations are conducted in mainland China, where the Renminbi has shown significant volatility against the U.S. dollar, impacting conversion rates and financial performance [161]. - Limited hedging options are available in mainland China, and the company has not entered into material hedging transactions to mitigate foreign currency exchange risk [162]. Operational and Security Risks - The company faces risks related to data loss and security breaches, which could lead to significant costs and damage to reputation [163]. - Quality problems in products and services could result in decreased sales and harm to the company's reputation, despite extensive testing before release [165]. - Unauthorized access or manipulation of the company's products or systems could lead to legal claims and operational disruptions [166]. - The use of open-source software may expose the company to litigation and unfavorable conditions that could disrupt product distribution [167][168]. Technology and Competitive Landscape - The company must adapt to rapidly changing technologies to remain competitive; failure to do so may result in a decline in demand for its products and services [169]. - The company's success heavily relies on the efforts of its senior executives and key personnel, and losing them could disrupt operations and financial performance [170]. Supply Chain and Manufacturing Risks - Issues with contract manufacturers could materially affect the company's business and results of operations, including production capacity and quality control [176]. - The company relies on a major chip manufacturer for smartphone chips, and any disruption in supply could hinder the development of its GlocalMe Inside service [179]. Investment and Financial Performance - As of December 31, 2025, the company had $13.3 million in other investments, up from $7.6 million in 2023 and $8.7 million in 2024 [182]. - The company made a $15 million investment in June 2020, with a fair value of $13.3 million as of December 31, 2025 [182]. - The company fully redeemed a $17 million investment in December 2023, receiving $1.3 million [182]. Regulatory Environment in China - The company has undergone a restructuring to transition its business model in mainland China, unwinding previous contractual arrangements with former VIEs [193]. - Regulatory changes in China may allow for 100% foreign ownership in certain telecommunications services, potentially benefiting the company [192]. - The approval from the CSRC and other PRC governmental authorities may be required for offerings, and any failure or delay in obtaining such approval could lead to sanctions, including fines and penalties [197]. - The CSRC has not issued definitive rules regarding the applicability of M&A Rules to the company's offerings, which may exempt the company from needing approval [198]. - There remains uncertainty regarding the interpretation of M&A Rules and potential new regulations that could impose additional requirements on the company [199]. - The Provisions on Strengthening Confidentiality and Archives Administration require strict compliance when disclosing documents related to overseas offerings, with significant uncertainties regarding their implementation [200]. - The Trial Administrative Measures require domestic enterprises to complete filings with the CSRC within three working days after submitting an application for an IPO or listing [201]. - As of the report date, the company has not received any inquiries or objections from the CSRC or other authorities, but regulatory uncertainties persist [202]. - Non-compliance with new regulatory requirements could severely disrupt business operations and negatively impact the value of the company's ADSs [203]. - The PRC government's oversight may lead to material adverse changes in operations and the value of the company's ADSs [204]. - The PCAOB's ability to inspect auditors in mainland China has historically been limited, affecting investor confidence in audit quality [205]. - Future PCAOB inspections will determine if the company can avoid being classified as a Commission-Identified Issuer under the HFCAA, which could restrict trading of its ADSs in the U.S. [206]. Taxation and Financial Regulations - The statutory enterprise income tax rate in mainland China is 25%, but Shenzhen Ucloudlink Technology Limited and Shenzhen uCloudlink qualify for a preferential rate of 15% as high and new technology enterprises, renewed in October 2023 [223]. - Mainland China regulations require that dividends from subsidiaries can only be paid out of accumulated profits, and at least 10% of after-tax profits must be set aside for statutory reserves [212]. - The People's Bank of China restricts offshore RMB loans to 30% of the domestic enterprise's ownership interest in the offshore enterprise, potentially limiting the ability of mainland China subsidiaries to provide loans [213]. - The Cayman Islands does not have a tax treaty with mainland China, resulting in a 10% withholding tax on dividends, which could increase tax liabilities and reduce cash available to the company [215]. - The PRC government imposes controls on currency conversion, affecting the ability to utilize revenues effectively and potentially limiting dividend payments in foreign currencies [220]. - The M&A Rules in mainland China establish complex procedures for acquisitions by foreign investors, which could hinder growth through acquisitions [224]. - Failure to register leasehold interests may expose the company to penalties up to RMB10,000 per unregistered property [219]. - The PRC government may impose stricter capital controls, affecting the ability to transfer funds to mainland China subsidiaries and limiting business expansion [221]. - Legal uncertainties in mainland China may complicate the enforcement of contractual rights and increase the risk of frivolous legal actions [211]. - The company may face challenges in obtaining necessary government approvals for future loans or capital contributions to mainland China subsidiaries, impacting liquidity and operational funding [217]. - Mainland China's regulations on offshore investment may increase administrative burdens and restrict overseas investment activities [225]. - Domestic residents or entities failing to complete SAFE registrations may prevent profit distributions from mainland subsidiaries [226]. - Some domestic residents are in the process of updating their SAFE registrations, but completion is not guaranteed [227]. - Certain enterprise shareholders have completed filing with the Ministry of Commerce, but not with the NDRC, raising compliance uncertainties [228]. - The evolving nature of foreign exchange regulations may lead to stricter reviews affecting financial operations [229]. - Non-compliance with employee stock incentive plan regulations may result in fines and limit capital contributions to mainland subsidiaries [231]. - Classification as a mainland China resident enterprise could impose a 25% tax on global income, affecting non-resident shareholders [232]. - Uncertainties exist regarding indirect transfers of equity interests and potential tax implications under Circular 7 [234]. Labor and Compliance Risks - The Anti-Monopoly Guidelines for Internet Platforms may impact business operations, with potential penalties for non-compliance [236]. - Companies are required to conduct self-inspections for compliance with anti-monopoly regulations, with severe penalties for violations [237]. - Labor costs in China are expected to increase, which may adversely affect profitability and operational results [239]. - The company is subject to stricter regulatory requirements regarding labor contracts and employee benefits, which could limit operational flexibility [240]. - There is a risk of labor disputes or government investigations due to potential non-compliance with evolving labor laws in China [241]. - The company has registered 16 branches in mainland China, but some service stores may not have the necessary approvals, risking fines up to RMB100,000 [242]. Shareholder and Corporate Governance - The trading price of the company's ADSs has been volatile since June 2020, influenced by market factors and perceptions of other Chinese companies [243]. - Compliance with Nasdaq's listing requirements is critical; the company received notifications for non-compliance but regained compliance by November 2022 [246]. - The dual-class share structure allows founders to control 87.6% of voting power, potentially limiting influence of Class A shareholders [251]. - Significant concentration of share ownership may adversely affect trading prices and discourage changes in control [252]. - The company does not expect to pay dividends in the foreseeable future, relying on price appreciation for returns [254]. - Future dividends, if any, will depend on various factors including operational results and cash flow [255]. - Holders of ADSs may face limitations on voting rights and participation in shareholder meetings, as they can only vote indirectly through the depositary [256]. - The depositary may issue a discretionary proxy if voting instructions are not received by a specified date, potentially limiting shareholder influence [257]. - Rights offerings may not be available to ADS holders unless registered under the Securities Act, which could lead to dilution of holdings [259]. - Cash dividends on ADSs are contingent on the company's decision to distribute dividends on Class A ordinary shares, with no current plans for cash dividends [260]. - The deposit agreement allows for amendments and termination without prior consent from ADS holders, which could affect their rights [261]. - Shareholders may encounter difficulties enforcing judgments against the company due to its incorporation in the Cayman Islands and the location of its assets [268]. - The rights of shareholders under Cayman Islands law may be more limited compared to those in the U.S., affecting their ability to protect interests [274]. - Directors of the company can take actions without shareholder approval that would typically require it under U.S. law, potentially impacting control changes [275]. - The depositary may close its transfer books at any time, affecting the transferability of ADSs [266]. - Shareholders have limited rights to inspect corporate records under Cayman Islands law, which may hinder their ability to gather necessary information [271]. Business Performance and Growth Metrics - Average daily active terminals connected to the platform increased by 1.7% from 316,688 in 2024 to 322,169 in 2025 [297]. - Average monthly active terminals connected to the platform increased by 8.0% from 631,137 in 2024 to 681,672 in 2025 [298]. - Average daily active users increased by 4.2% from 326,412 in 2024 to 340,036 in 2025 [299]. - The company has aggregated mobile data traffic allowances from 398 MNOs in 167 countries and regions as of December 31, 2025 [293]. - The proprietary cloud SIM technology allows dynamic selection of network services based on signal coverage and cost, improving network quality and reducing costs [294]. - The average data usage per active terminal exceeded 1,600 megabytes per day in 2025 [295]. - The company raised US$27.6 million in net proceeds from its initial public offering [286]. - The restructuring in 2022 allowed former VIEs to become wholly-owned subsidiaries, enhancing operational control in mainland China [287]. - The company has developed proprietary algorithms to analyze historical data usage patterns and predict future data traffic demand [296]. - The eSIM TRIO has been recognized as a transformative solution, enhancing network performance for Tier 2/3 MNOs and MVNOs [295]. - Average daily active terminals in 2025 from GlocalMe IoT business was 13,281, representing an increase of 663.3% from 1,740 in 2024 [300]. - Average daily active users in 2025 from GlocalMe IoT business was 20,339, representing an increase of 737.3% from 2,429 in 2024 [300]. - Total data consumed through the platform was approximately 184,000 terabytes in 2025, up from 172,900 terabytes in 2024 [302]. - Average monthly active users increased by 8.9% from 664,815 in 2024 to 723,706 in 2025 [301]. - Average MAU in 2025 from GlocalMe IoT business was 35,907, representing an increase of 251.2% from 10,223 in 2024 [306]. - The uCloudlink 3.0 model is currently in the trial phase, aiming to improve the efficiency of data connectivity services through innovative cloud SIM architecture [308]. - The company operates its own distributed SIM banks to provide global mobile data connectivity services in 167 countries and regions [318]. - The cloud SIM technology allows dynamic selection of network services based on signal coverage and cost, enhancing network quality and reliability [314]. - The company has invested in Beijing Huaxianglianxin Technology Co., Ltd. and Maya System, Inc. as part of its global investment strategy [307]. - The average daily active terminals in 2025 from GlocalMe MeowGo business was 299,202, representing a decrease of 4.2% from 312,328 in 2024 [300]. - The cloud SIM platform supports mobile data connectivity services in 167 countries and regions, allowing users to connect without changing SIM cards [331]. - The company launched the GlocalMe SIM, an OTA SIM card, covering over 150 travel destinations, including Japan, the United States, and Australia [338]. - The upgraded 5G mobile Wi-Fi hotspot integrates AI-driven Sky-to-Ground connectivity solutions with satellite communication capabilities [333]. - The GlocalMe Life solutions include three new product series launched in 2024, enhancing everyday connectivity and engaging a broader user base [343]. - The company’s cloud SIM technology enables roaming-free inter-carrier 5G network access, covering 90 countries and regions [329]. - The eSIM management system is being developed to efficiently manage eSIM data resources and integrate with other platforms [322]. - The company’s portable Wi-Fi terminals support simultaneous connections for up to 15 devices, enhancing user experience for both international and local users [331]. - The IoT modules target enterprise customers, providing reliable data connectivity solutions with low latency for various applications [339]. - The company has signed cooperation agreements with North America's largest airport retail channels to expand product availability [337]. - The cloud infrastructure allows for elastic and distributed supply of computing power, accommodating traffic spikes during peak seasons [325]. - PetPhone, a smartphone for pets, was unveiled in 2025, featuring AI interactions, global positioning, and health monitoring [344]. - PetAIVerse plans to raise additional capital to accelerate global expansion and user base growth [345]. - Data allowance purchased by the company increased from approximately 24,000 terabytes in 2023 to approximately 28,000 terabytes in 2025 [354]. - Data originally purchased by business partners decreased from approximately 156,500 terabytes in 2023 to approximately 148,000 terabytes in 2024, then increased to approximately 155,000 terabytes in 2025 [354]. - The company has aggregated mobile data traffic allowances from 398 MNOs in 167 countries, enhancing its bargaining power [355]. - The uCloudlink cloud SIM platform supports physical SIM, soft SIM, and eSIM, intelligently choosing better performing local networks [350]. - PaaS and SaaS services are based on the number of active terminals or SIM cards hosted, creating a recurring revenue model [352]. - The company collaborates with business partners to provide advertisements based on big data analysis results [353]. - The planning team predicts mobile data demand using modeling that considers seasonality, regions, and network performance [359]. - The company has invested in a licensed MVNO, which was successfully listed on the China National Equities Exchange and Quotations in January 2023 [357].

Revenue and Growth - Net revenue for the year ended December 31, 2025, was $241,000, an increase of $16,000 compared to $225,000 for the year ended December 31, 2024[8] - Net revenues for the year ended December 31, 2025, increased to $241,000 from $225,000 in 2024, representing a growth of 7.1%[24] Expenses - Cost of goods sold increased by $132, primarily due to an increase in scrap and non-recurring expenses of $190, partially offset by lower third-party fees of $77[9] - R&D expenses rose by $2,307, reflecting additional clinical trial expenses during enrollment for the Acclaim pivotal clinical trial[10] - Sales and marketing expenses decreased by $514 to $1,220, primarily due to reduced legal fees associated with reimbursement work[11] - General and administrative expenses increased by $1,105 to $7,931, mainly due to severance costs and increased consulting expenses[12] - Total costs and operating expenses rose to $22,511,000 in 2025, up from $19,481,000 in 2024, marking an increase of 15.5%[24] - Research and development expenses increased to $12,486,000 in 2025 from $10,179,000 in 2024, representing a growth of 22.7%[24] Losses - The operating loss widened to $22,270,000 in 2025 compared to $19,256,000 in 2024, reflecting a 15.7% increase in losses[24] - Net loss attributable to common stockholders was $28,662,000 in 2025, compared to $27,973,000 in 2024, indicating a 2.5% increase in losses[24] - Net loss per share attributable to common stockholders decreased to $1.23 in 2025 from $1.49 in 2024, a reduction of 17.4%[24] Cash Flow - As of December 31, 2025, cash was approximately $3.7 million, down from $5.5 million in 2024[23] - Cash used in operating activities was $18,201,000 for the year ended December 31, 2025, compared to $17,949,000 in 2024, an increase of 1.4%[25] - Cash provided by financing activities was $16,633,000 in 2025, down from $20,198,000 in 2024, a decrease of 17.6%[25] - The company ended the year with cash of $3,739,000, a decrease from $5,483,000 at the end of 2024, reflecting a decline of 31.7%[25] Debt and Financing - The company extinguished over $32 million in debt, significantly strengthening its balance sheet[5] - The company closed a transformational capital raise, including $30 million received and $48 million potential from warrants[7] Clinical Trials and Intellectual Property - Completed enrollment of a 56-patient U.S. pivotal trial for the fully implanted Acclaim® Cochlear Implant[7] - Expanded intellectual property portfolio to 47 patents across North America, Europe, Asia, and Australia as of February 20, 2026[7] Fair Value Changes - The company reported a change in fair value of forward purchase agreement warrant liability of $534,000 in 2025, compared to $411,000 in 2024, an increase of 30%[24]

Exhibit 99.1 Envoy Medical Reports Full Year 2025 Financial Results Received FDA approval to expand fully implanted Acclaim® Cochlear Implant Pivotal Clinical Trial to final stage Strengthened balance sheet by extinguishing $32 million in debt Subsequent to year-end, closed on transformational capital raise led by established institutional healthcare investors and completed enrollment of Pivotal Clinical Trial for first-of-its-kind fully implanted cochlear implant White Bear Lake, Minnesota – March 23, 2026 ...

Company Classification and Financial Reporting - The company is classified as an "emerging growth company," allowing it to provide reduced financial disclosures, including only two years of audited financial statements [441]. - The company is classified as a "smaller reporting company" and is not required to provide certain market risk disclosures [538]. Stock and Equity - As of March 26, 2026, the company has 2,540,518 shares of Common Stock outstanding, which may be subject to significant dilution if additional shares are sold under the at-the-market offering sales agreement [455]. - The company may issue additional shares of Common Stock or a new class of preferred stock, which could dilute the equity positions of current stockholders without their consent [467]. - The company has $52.8 million in net operating loss carryforwards as of December 31, 2025, which may be limited in utilization due to potential ownership changes under IRC Section 382 [468]. Compliance and Regulatory Issues - The company has received notices from Nasdaq regarding non-compliance with minimum stockholders' equity and minimum bid price requirements, but has regained compliance with the minimum bid price requirement as of March 5, 2026 [456]. Financial Performance and Market Conditions - Global economic conditions, including inflation and potential recession, may adversely impact the company's financial condition and share price [446]. - The company may face challenges in securing necessary financing if equity and credit markets deteriorate, which could harm its growth strategy and financial performance [452]. - The stock price of the company is likely to be volatile, influenced by various factors including operating performance and market conditions [444]. - The company may experience significant fluctuations in stock price due to external factors such as geopolitical tensions and economic uncertainty [448]. Dividend Policy - The company does not anticipate paying dividends in the foreseeable future, meaning returns for investors may only be realized through stock sales [460]. Corporate Governance and Legal Provisions - Provisions in the company's charter documents may deter beneficial takeover efforts, potentially impacting stockholder value [461]. - The exclusive forum for certain disputes is the Court of Chancery of the State of Delaware, which may limit stockholders' ability to choose a favorable judicial forum [462]. - The federal district courts of the United States will be the exclusive forum for complaints arising under the Securities Act, which may not be enforceable in other jurisdictions [463]. - The company may incur additional costs if the exclusive forum provisions are found to be unenforceable in other jurisdictions [466]. - The choice of forum provisions may discourage stockholders from bringing claims due to increased costs [465]. Cash Management - The company has broad discretion in using cash and cash equivalents, which may not yield significant returns for stockholders [458].

Real Estate Investments - Gyrodyne's remaining real estate investments include 13.8 acres in Cortlandt Manor, New York, and 63 acres in Flowerfield, St. James, New York, with a total of 135,000 rentable square feet[22]. - Gyrodyne has entered into a Purchase and Sale Agreement for approximately 49 acres of vacant land in Flowerfield, with a purchase price estimated between $24 million and $28.74 million, contingent on subdivision and site plan approval[38]. - The Company aims to enhance property values by pursuing entitlement opportunities, which may increase development flexibility for potential purchasers[19]. - Gyrodyne's strategy includes managing the real estate portfolio to improve operating cash flow while increasing market values of the underlying properties[29]. - The Company is focusing on enhancing the development flexibility of its Flowerfield and Cortlandt Manor properties, with ongoing discussions with local authorities for potential entitlements[55]. - The Cortlandt Manor property is planned to include 150,000 square feet of medical use and 4,000 square feet of ancillary retail, with a projected completion of subdivision and site plan approval by mid-2027[53]. - The Flowerfield property subdivision application was approved by the Suffolk County Planning Commission, allowing for local determination by the Town of Smithtown[57]. - The Company has 28 tenants at Flowerfield, including four on month-to-month commitments, comprising 32 leases[67]. - The leases with Stony Brook University and its affiliates represent over 21% of the company's overall rentable space, generating $534,000 in annual rental revenue[193]. Financial Position and Strategy - The estimated cash balance upon completion of the liquidation process in 2028 is approximately $25.9 million, equating to future distributions of $11.76 per share based on 2,199,308 common shares outstanding[42]. - Gyrodyne intends to dissolve after completing the disposition of all real property assets and settling any debts, with distributions to shareholders dependent on the proceeds from asset sales[20]. - The Company aims to modify existing loan facilities to strengthen its financial position through the end of 2028, indicating a need for additional capital to fund operations[44]. - The Company is exploring alternative capital raising strategies to address working capital needs, emphasizing the uncertainty of securing satisfactory loan modifications[44]. - The Company secured a non-revolving credit line for up to $3,000,000, with an outstanding balance of $1,828,416 as of December 31, 2025[87]. - A second loan for up to $3,000,000 was secured, with an outstanding balance of $2,503,293 as of December 31, 2025[88]. - The Company secured a $4.95 million term loan with Signature Bank, bearing an interest rate of 3.75% for five years, with an option to extend for another five years[90]. - The outstanding balance of the 2021 Mortgage Loan as of December 31, 2025, was $4,558,993[91]. - The Company obtained a $1.5 million term mortgage loan on December 27, 2023, with a floating interest rate of 1.5% above the Wall Street Prime Rate[93]. - The Company expects to incur operating losses and has cash resources sufficient for approximately 18 months without additional property sales[212]. Legal and Regulatory Challenges - The Company is actively defending against a legal challenge related to the Flowerfield Subdivision Application, which may extend the timeline for property sales into 2028[34]. - The Company is subject to extensive regulations affecting its healthcare tenants, which could impact rental revenues[64]. - The Company is subject to extensive federal, state, and local regulations that could impact its tenants' ability to operate and pay rent[191]. - The Flowerfield property was granted preliminary approval to be divided into eight lots, but is currently facing legal challenges from local parties[129]. - The company is restricted by a Stipulation of Settlement that mandates property sales at or above December 2014 appraised values, limiting its options[150]. Market and Economic Conditions - The COVID-19 pandemic has negatively impacted demand for office and hotel development, affecting occupancy rates and average rates per square foot[71]. - A general economic slowdown could significantly impact property values, revenues, and the ability to pay distributions to shareholders[165]. - Rising interest rates may negatively impact property valuations and lower sales proceeds from future dispositions[181]. - The real estate market values are subject to fluctuations influenced by inflation, interest rates, and other economic factors[136]. - Increased operating costs may reduce estimated net assets and sales prices for properties, affecting profitability[172]. - The ongoing impact of the COVID-19 pandemic may continue to affect the company's operations and financial results[169]. Shareholder and Management Risks - The company cannot assure growth in property value that exceeds land entitlement costs, which could adversely affect shareholder distributions[127]. - Distributions to shareholders may be delayed or reduced due to potential buyer defaults or failure to secure site plan approvals[137]. - The company faces uncertainties regarding the timing and amount of distributions, which depend on various external factors[135]. - The company may face delays or reductions in shareholder distributions if land entitlement and liquidation costs exceed expectations[140]. - The company incurred approximately $1,050,000 in costs responding to shareholder activist campaigns through December 31, 2025[150]. - The company is subject to risks from proxy contests and actions by activist shareholders, which could disrupt operations and affect strategic objectives[154]. - The loss of key management personnel could materially adversely affect the Company's business and financial condition[210]. Operational Performance - The Company incurred approximately $380,000 in land entitlement costs during the year ended December 31, 2025, with an estimated additional $1.3 million expected through December 31, 2028[46]. - The entitlement costs for the year ended December 31, 2025, associated with property ownership and development were approximately $301,300[60]. - The Company agreed to approximately $345,000 in lease incentives/concessions in 2025, including rent abatements and tenant improvements[106]. - Approximately 52% of the company's annual leasing revenue is up for renewal in 2026, increasing the risk of non-renewals or terminations by current tenants[167]. - The largest medical tenant represents 14% of total rentable square feet and is expected to contribute approximately 34% of annual rental revenue for 2026[171]. - The company faces competition from nearby hospitals and medical office buildings, which may affect rental revenues[188]. - The geographic concentration of properties in the New York metropolitan area makes the company vulnerable to local economic downturns[196]. - The company anticipates ongoing capital expenditures for renovations and improvements, which could adversely affect its financial condition[197]. Cybersecurity and Risk Management - The Company recognizes the importance of robust cybersecurity measures and has integrated cybersecurity risk management into its overall risk management framework[214][215].

Income and Cash Flow - The Trust derives all or substantially all of its income and cash flow from the Net Profits Interest, which entitles it to receive 80% of the net profits from the sale of oil and natural gas production from the Underlying Properties [25]. - The Trust makes monthly cash distributions to holders of its Trust units, with distributions generally relating to sales from a one-month period [24]. - The Trust will dissolve if the annual cash proceeds available for distribution are less than $2.0 million for any two consecutive years [46]. - The Trust's net profits are computed monthly, and any negative net profits will result in no payment for that period, affecting future distributions [33]. - The Trust's cash distributions are highly dependent on oil and natural gas prices, which are volatile and can fluctuate widely, potentially reducing proceeds to Trust unitholders [75]. - Lower oil and natural gas prices have historically resulted in reduced net proceeds, which could eliminate cash available for distribution to Trust unitholders [76]. - The ability of OPEC and other oil-exporting nations to maintain production levels significantly impacts commodity prices, affecting cash distributions to Trust unitholders [82]. - Actual reserves and future production may be less than current estimates, which could reduce cash distributions and the value of Trust units [83]. - The amount of cash available for distribution depends on access to gathering, transportation, and processing facilities, which could be limited, affecting sales of oil and natural gas [88]. - The unavailability or high cost of equipment, supplies, and personnel could increase operational costs, reducing cash available for distribution to Trust unitholders [91]. - Public health concerns, such as COVID-19, could adversely affect global demand for oil and gas, impacting cash distributions [80]. - Changes in federal tax law may affect the tax treatment of investments in Trust units, potentially impacting cash distributions [77]. - The Trust's distributions to unitholders could be reduced due to the complexities of tax reporting and potential changes in federal tax law [159]. - Distributable income for 2025 was $4,712,736, compared to $5,161,498 in 2024 and $6,262,256 in 2023, reflecting a significant reduction in cash available for distribution [219]. - The distributable income per unit for 2025 was $0.387371, down from $0.424259 in 2024 and $0.514745 in 2023, showing a decline in returns to unitholders [219]. Operational Risks and Regulations - The Trust's operations are subject to stringent environmental regulations, which may impose significant obligations and increase operational costs [45]. - The competitive nature of the oil and natural gas industry may impact the Trust's Net Profits Interest due to the presence of financially stronger competitors [41]. - The EPA designated two per- and polyfluoroalkyl substances (PFAS) as hazardous substances under CERCLA on September 6, 2022, increasing potential liabilities for companies historically using these chemicals [49]. - In October 2023, the EPA released a final rule eliminating an exemption for PFAS reporting in small concentrations, which could increase compliance costs for companies [52]. - The EPA's National Enforcement and Compliance Initiatives for fiscal years 2024-2027 include identifying and characterizing PFAS contamination, indicating a focus on regulatory scrutiny in this area [49]. - The Clean Water Act imposes strict controls on pollutant discharges, with potential delays in oil and gas project development due to permit requirements [54]. - The EPA's final rule on March 12, 2025, aims to revise wastewater regulations for oil and gas extraction, potentially lowering production costs and promoting beneficial reuse of produced water [54]. - The EPA's new NSPS standards, effective December 2, 2023, aim to reduce methane and VOC emissions from oil and gas operations, introducing a "super emitter" program [60]. - Many states have adopted GHG emission reduction goals that may impose moratoriums on drilling and limits on permitting, impacting the oil and gas industry [61]. - The EPA's rules require monitoring and reporting of GHG emissions from petroleum and natural gas systems, expanding regulatory obligations for companies [58]. - Future regulatory changes regarding waste management could increase operational costs for companies involved in oil and gas exploration and production [52]. - The EPA's final Greenhouse Gas Reporting rule requires certain sources to report GHGs over 25,000 tons per year, which could increase compliance costs for the company [62]. - The company faces potential operational delays and increased costs due to new federal and state regulations on hydraulic fracturing, which could reduce oil and gas production [67]. - The Endangered Species Act may impose restrictions on the company's operations if new species are listed as endangered, potentially increasing costs and limiting production activities [68]. - The company is subject to various federal and state health and safety regulations, which could impact operational costs and compliance [70]. - The designation of critical habitat areas for endangered species could materially restrict access to lands necessary for operations [69]. - The company may incur additional costs due to increased regulatory scrutiny and potential litigation related to hydraulic fracturing practices [67]. - Compliance with environmental laws may generate significant costs and liabilities, reducing cash available for distribution to Trust unitholders [135]. - Increased regulation on hydraulic fracturing could lead to higher costs and operational delays for T2S, potentially reducing oil and gas production [139]. - The adoption of climate change legislation could increase operating costs for T2S and reduce demand for its oil and gas products [143]. - The potential physical effects of climate change may disrupt production and increase costs for T2S, affecting cash distributions to Trust unitholders [144]. - T2S faces cybersecurity threats that could adversely affect its operations and financial condition, including potential data breaches and operational disruptions [147]. - Cyber-attacks on third-party oil and gas distribution systems could delay or prevent delivery to markets, impacting T2S's business [149]. Production and Reserves - The Underlying Properties consist of 31,354 gross (22,394 net) acres in the Permian Basin, which is a significant area for oil and natural gas production [26]. - As of December 31, 2025, the Underlying Properties had proved reserves of 2.8 MMBoe, with 100% of the volumes and PV-10 value attributable to proved developed reserves [167]. - Approximately 94% of the 2.8 MMBoe of proved reserves were operated by T2S as of December 31, 2025 [167]. - The Permian Clearfork area has an estimated 0.9 MMBoe of total proved reserves, all of which are proved developed reserves [168]. - The Permian Abo area has an estimated 0.4 MMBoe of total proved reserves, all of which are proved developed reserves [169]. - The Permian Shelf area has an estimated 0.3 MMBoe of total proved reserves, all of which are proved developed reserves [170]. - The Permian Platform area has an estimated 1.2 MMBoe of total proved reserves, all of which are proved developed reserves [171]. - The reserves from the Underlying Properties are depleting assets, and production will diminish over time, potentially leading to decreased cash distributions [98]. - Maintenance projects on the Underlying Properties may affect the quantity of proved reserves and future production rates, depending on market prices [101]. - The Trust does not have the ability to acquire new properties to replace depleting assets, limiting future revenue potential [101]. - No productive development wells were drilled in 2025, maintaining a total of 0.0 gross and net productive wells [191]. - The company operated 426 gross wells as of December 31, 2025, with a net well count of 258 [187]. - Oil production for the year ended December 31, 2025, was 252.8 MBbls, while natural gas production was 312.4 MMcf, resulting in total production of 304.9 MBoe [193]. - The average net daily production for 2025 was 835.25 Boe/d, down from 950.08 Boe/d in 2024 [193]. Financial Performance - For the year ended December 31, 2025, T2S reported that Phillips 66, Plains All American Pipeline, Energy Transfer Partners, and Enterprise Crude Oil LLC accounted for 34.34%, 17.01%, 16.31%, and 14.69% respectively, of its total oil and natural gas revenues [40]. - T2S's net profits income for 2025 was $5,559,315, a decrease of 6.7% from $5,959,482 in 2024 and a 21.8% decline from $7,127,379 in 2023 [219]. - Total revenue for 2025 was $5,607,416, down from $6,018,264 in 2024 and $7,186,191 in 2023, indicating a downward trend in revenue generation [219]. - Total operating expenses per Boe decreased to $22.65 in 2025 from $24.97 in 2024, with lease operating expenses at $18.84 per Boe [192]. - Total costs for the year ended December 31, 2025, amounted to $10,885,077, a decrease from $15,569,271 in 2024 [194]. - T2S revised its 2025 capital and workover budget from $4.5 million to approximately $1.0 million due to market conditions, preserving liquidity and financial flexibility [217]. - Total capital expenditure by the end of 2025 was $515,530, indicating a focus on maintaining production levels amid economic pressures [217]. Trust Structure and Governance - The Trust has no employees and does not conduct any operations or activities beyond managing the Net Profits Interest [23]. - The Trust will receive net profits only from the Net Profits Interest, with no voting rights for unitholders regarding operational decisions [118]. - Trust unitholders have limited ability to enforce provisions of the Conveyance creating the Net Profits Interest [129]. - The Trust may face delisting from the NYSE if it fails to maintain an average closing price of at least $1.00 over a 30-day period [131]. - T2S's ability to fulfill obligations to the Trust may be limited by restrictions under its debt agreements [128]. - T2S may sell some or all of the Underlying Properties without considering the interests of the Trust unitholders [130]. - The Trustee can only be replaced by a majority vote of the Trust unitholders, making it difficult to remove or replace the Trustee [127]. - Boaz Energy conveyed 4,884,861 Trust units to Ustx, LLC on March 31, 2025, which may impact the trading price of the Trust units [132]. - The Trust filed a Registration Statement on Form S-3 on April 28, 2022, seeking registration of 5,801,675 Trust units held by Boaz Energy, confirmed effective by the SEC on May 9, 2022 [132]. - The Trust indirectly bears 80% of all costs and expenses paid by T2S, including environmental compliance costs associated with the Underlying Properties [138].