Administrative Information [Filing and Registrant Details](index=1&type=section&id=Filing%20and%20Registrant%20Details) This section provides the foundational administrative details of the Form 8-K filing, including the report date, the registrant's legal name, incorporation state, and principal executive offices - The report is a **Form 8-K Current Report** filed by Coursera, Inc. on **September 30, 2025**[1](index=1&type=chunk)[2](index=2&type=chunk) - Coursera, Inc. is incorporated in Delaware, with its principal executive offices located at 2440 West El Camino Real, Suite 500, Mountain View, California 94040[2](index=2&type=chunk) [Securities Information](index=1&type=section&id=Securities%20Information) This section details the registrant's securities listed on exchanges and its status regarding emerging growth company provisions Registered Securities | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common Stock, $0.00001 par value per share | COUR | New York Stock Exchange | - The registrant is **not an emerging growth company**[5](index=5&type=chunk) Current Report Items [Item 2.02 Results of Operations and Financial Condition](index=3&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) Coursera, Inc. reaffirmed its previously issued financial guidance for the third quarter and full year 2025 and announced the scheduled release of its third-quarter financial results - Coursera, Inc. **reaffirmed its financial guidance** for the **third quarter and full year 2025**, originally issued on July 24, 2025[7](index=7&type=chunk) - The company expects to release its financial results for the **third quarter ended September 30, 2025**, after the U.S. stock market closes on Thursday, **October 23, 2025**[7](index=7&type=chunk) - A conference call broadcast is scheduled for **2:00 p.m. Pacific Time (5:00 p.m. Eastern Time)** following the press release[7](index=7&type=chunk) [Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers](index=3&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 reports the resignation of Coursera's Chief Financial Officer and outlines the associated retention and advisory agreements - **Kenneth R. Hahn**, Senior Vice President, **Chief Financial Officer**, and Treasurer, notified the Company of his intention to **resign**, effective **October 29, 2025**[9](index=9&type=chunk) - Mr. Hahn is eligible to receive certain **severance benefits** under a **retention agreement** dated January 29, 2025, subject to his execution of a release of claims[10](index=10&type=chunk) - The Company anticipates entering into an **advisory agreement** with Mr. Hahn for a **twelve-month period** post-resignation to facilitate the transition of his responsibilities[10](index=10&type=chunk) [Item 7.01 Regulation FD Disclosure](index=3&type=section&id=Item%207.01%20Regulation%20FD%20Disclosure) Coursera issued a press release to publicly announce the information detailed in Items 2.02 and 5.02 of this Form 8-K - A press release was issued on **October 2, 2025**, announcing the matters described in **Items 2.02 and 5.02**[11](index=11&type=chunk) - A copy of the press release is attached as **Exhibit 99.1**[11](index=11&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=3&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists the exhibits accompanying the Form 8-K filing, including the press release and interactive data file Exhibits Filed | Exhibit Number | Description | | :------------- | :---------- | | 99.1 | Press release of the Company date October 2, 2025. | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | Signatures [Report Authorization](index=4&type=section&id=Report%20Authorization) This section confirms the official authorization and signing of the Form 8-K report by a duly authorized officer of Coursera, Inc. - The report was signed on behalf of Coursera, Inc. by **Alan B. Cardenas**, **Senior Vice President, General Counsel, and Secretary**[15](index=15&type=chunk)[17](index=17&type=chunk) - The signing date for the report was **October 2, 2025**[17](index=17&type=chunk)

[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q%20Filing%20Information) This section details the registrant's identification, filing status, and common shares outstanding for the Form 10-Q filing [Registrant Information](index=1&type=section&id=Registrant%20Information) This section provides the basic identification details for AngioDynamics, Inc. as a registrant filing a Form 10-Q - AngioDynamics, Inc. is filing a Quarterly Report on Form 10-Q for the period ended August 31, 2025[2](index=2&type=chunk) - The company's principal executive offices are located at 14 Plaza Drive, Latham, New York 12110[3](index=3&type=chunk) [Filer Status and Shares Outstanding](index=2&type=section&id=Filer%20Status%20and%20Shares%20Outstanding) This section outlines the company's filer status and the number of common shares outstanding as of October 1, 2025 - The registrant is an **accelerated filer** and has filed all required reports during the preceding 12 months[4](index=4&type=chunk) Filer Status | Status | Checkmark | | :---------------------- | :-------- | | Large accelerated filer | ☐ | | Accelerated filer | ☒ | | Non-accelerated filer | ☐ | | Smaller reporting company | ☐ | | Emerging growth company | ☐ | Common Stock Outstanding | Class | Outstanding as of October 1, 2025 | | :---------------- | :-------------------------------- | | Common Stock, par value $.01 | 41,199,844 shares | [Part I: Financial Information](index=3&type=section&id=Part%20I%3A%20Financial%20Information) This part presents the unaudited consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements and related notes for AngioDynamics, Inc. and its subsidiaries [Consolidated Statements of Operations (unaudited)](index=4&type=section&id=Consolidated%20Statements%20of%20Operations%20%28unaudited%29) This statement provides a summary of the company's revenues, expenses, and net loss for the three months ended August 31, 2025 and 2024 Consolidated Statements of Operations (Three Months Ended August 31, in thousands) | Metric | Aug 31, 2025 | Aug 31, 2024 | Change ($) | Change (%) | | :-------------------- | :----------- | :----------- | :--------- | :--------- | | Net sales | $75,711 | $67,491 | $8,220 | 12.18% | | Gross margin | $41,857 | $36,724 | $5,133 | 13.98% | | Operating loss | $(10,656) | $(13,098) | $2,442 | -18.64% | | Net loss | $(10,903) | $(12,798) | $1,895 | -14.81% | | Basic loss per share | $(0.26) | $(0.31) | $0.05 | -16.13% | | Diluted loss per share| $(0.26) | $(0.31) | $0.05 | -16.13% | - Net sales increased by **12.18% to $75.7 million** for the three months ended August 31, 2025, compared to the same period in the prior year[10](index=10&type=chunk) - Net loss decreased by **14.81% to $10.9 million**, and diluted loss per share improved from $(0.31) to $(0.26) year-over-year[10](index=10&type=chunk) [Consolidated Statements of Comprehensive Loss (unaudited)](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Loss%20%28unaudited%29) This statement presents the net loss and other comprehensive income/loss components for the three months ended August 31, 2025 and 2024 Consolidated Statements of Comprehensive Loss (Three Months Ended August 31, in thousands) | Metric | Aug 31, 2025 | Aug 31, 2024 | Change ($) | Change (%) | | :-------------------- | :----------- | :----------- | :--------- | :--------- | | Net loss | $(10,903) | $(12,798) | $1,895 | -14.81% | | Foreign currency translation gain | $2,084 | $1,098 | $986 | 89.80% | | Total comprehensive loss, net of tax | $(8,819) | $(11,700) | $2,881 | -24.62% | - Foreign currency translation gain significantly increased by **89.8% to $2.1 million**, contributing to a reduced total comprehensive loss of **$(8.8) million** compared to $(11.7) million in the prior year[12](index=12&type=chunk) [Consolidated Balance Sheets (unaudited)](index=6&type=section&id=Consolidated%20Balance%20Sheets%20%28unaudited%29) This statement provides a snapshot of the company's assets, liabilities, and equity as of August 31, 2025, and May 31, 2025 Consolidated Balance Sheets (as of, in thousands) | Metric | Aug 31, 2025 | May 31, 2025 | Change ($) | Change (%) | | :-------------------- | :----------- | :----------- | :--------- | :--------- | | Cash and cash equivalents | $38,762 | $55,893 | $(17,131) | -30.65% | | Total current assets | $156,656 | $168,324 | $(11,668) | -6.93% | | Total assets | $265,642 | $280,144 | $(14,502) | -5.18% | | Total current liabilities | $68,282 | $76,197 | $(7,915) | -10.39% | | Total liabilities | $86,787 | $97,174 | $(10,387) | -10.69% | | Total Stockholders' Equity | $178,855 | $182,970 | $(4,115) | -2.25% | - Cash and cash equivalents decreased by **30.65% to $38.8 million** from May 31, 2025, impacting total current assets and total assets[14](index=14&type=chunk) - Total liabilities decreased by **10.69% to $86.8 million**, primarily due to a reduction in current liabilities[14](index=14&type=chunk) [Consolidated Statements of Cash Flows (unaudited)](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20%28unaudited%29) This statement details the cash inflows and outflows from operating, investing, and financing activities for the three months ended August 31, 2025 and 2024 Consolidated Statements of Cash Flows (Three Months Ended August 31, in thousands) | Cash Flow Activity | Aug 31, 2025 | Aug 31, 2024 | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :--------- | :--------- | | Net cash used in operating activities | $(15,914) | $(18,253) | $2,339 | -12.81% | | Net cash used in investing activities | $(1,551) | $(2,405) | $854 | -35.51% | | Net cash provided by (used in) financing activities | $143 | $(509) | $652 | -128.09% | | Decrease in cash and cash equivalents | $(17,131) | $(21,051) | $3,920 | -18.62% | - Net cash used in operating activities decreased by **12.81% to $15.9 million**, primarily due to improved working capital management[17](index=17&type=chunk)[128](index=128&type=chunk) - Financing activities shifted from using $0.5 million cash in 2024 to providing **$0.1 million cash** in 2025, mainly due to proceeds from stock option exercises and reduced share repurchases[17](index=17&type=chunk)[128](index=128&type=chunk) [Consolidated Statements of Stockholders' Equity (unaudited)](index=8&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity%20%28unaudited%29) This statement outlines the changes in stockholders' equity for the three months ended August 31, 2025 and 2024 Changes in Stockholders' Equity (Three Months Ended August 31, 2025, in thousands) | Item | Balance at May 31, 2025 | Net Loss | Issuance/Cancellation of restricted stock units | Purchases of common stock under ESPP | Stock-based compensation | Other comprehensive income, net of tax | Balance at August 31, 2025 | | :------------------ | :---------------------- | :------- | :-------------------------------------------- | :----------------------------------- | :----------------------- | :----------------------------------- | :------------------------- | | Total | $182,970 | $(10,903) | $(478) | $712 | $4,470 | $2,084 | $178,855 | Changes in Stockholders' Equity (Three Months Ended August 31, 2024, in thousands) | Item | Balance at May 31, 2024 | Net Loss | Issuance/Cancellation of restricted stock units | Issuance/Cancellation of performance share units | Purchases of common stock under ESPP | Stock-based compensation | Common stock repurchased | Other comprehensive income, net of tax | Balance at August 31, 2024 | | :------------------ | :---------------------- | :------- | :-------------------------------------------- | :--------------------------------------------- | :----------------------------------- | :----------------------- | :----------------------- | :----------------------------------- | :------------------------- | | Total | $205,586 | $(12,798) | $(321) | $(347) | $711 | $3,205 | $(552) | $1,098 | $196,582 | - Total stockholders' equity decreased from **$182.97 million** at May 31, 2025, to **$178.86 million** at August 31, 2025, primarily due to the net loss, partially offset by stock-based compensation and other comprehensive income[19](index=19&type=chunk) [Notes to Consolidated Financial Statements (unaudited)](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20%28unaudited%29) This section provides detailed explanations and disclosures supporting the unaudited consolidated financial statements [1. CONSOLIDATED FINANCIAL STATEMENTS](index=9&type=section&id=1.%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This note describes the basis of presentation and consolidation principles for the interim financial statements - The interim consolidated financial statements are unaudited and include AngioDynamics, Inc. and its wholly-owned subsidiaries, with all intercompany balances and transactions eliminated[21](index=21&type=chunk)[22](index=22&type=chunk) - Management believes all necessary adjustments (normal recurring adjustments) have been made to fairly state the financial position, results of operations, and cash flows[21](index=21&type=chunk) [2. REVENUE FROM CONTRACTS WITH CUSTOMERS](index=9&type=section&id=2.%20REVENUE%20FROM%20CONTRACTS%20WITH%20CUSTOMERS) This note details the company's revenue recognition policies, disaggregated net sales, and contract balances - Revenue is primarily derived from product sales, recognized when control is transferred to the customer, typically upon shipment or delivery[24](index=24&type=chunk)[30](index=30&type=chunk) Net Sales by Segment and Geography (Three Months Ended August 31, in thousands) | (in thousands) | United States (2025) | International (2025) | Total (2025) | United States (2024) | International (2024) | Total (2024) | | :------------- | :------------------- | :------------------- | :----------- | :------------------- | :------------------- | :----------- | | Med Tech | $31,374 | $3,887 | $35,261 | $24,889 | $3,080 | $27,969 | | Med Device | $35,082 | $5,368 | $40,450 | $34,592 | $4,930 | $39,522 | | Total | $66,456 | $9,255 | $75,711 | $59,481 | $8,010 | $67,491 | Contract Balances with Customers (as of, in thousands) | (in thousands) | Aug 31, 2025 | May 31, 2025 | | :------------- | :----------- | :----------- | | Receivables | $42,643 | $42,890 | | Contract assets | $— | $— | | Contract liabilities | $320 | $277 | [3. INVENTORIES](index=11&type=section&id=3.%20INVENTORIES) This note provides information on inventory valuation methods and a breakdown of inventory categories and reserves - Inventories are valued at the lower of cost and net realizable value using the first-in, first-out (FIFO) method[39](index=39&type=chunk) Inventories (in thousands) | Category | Aug 31, 2025 | May 31, 2025 | | :-------------- | :----------- | :----------- | | Raw materials | $25,928 | $27,497 | | Work in process | $9,404 | $7,509 | | Finished goods | $26,923 | $27,000 | | Total Inventories | $62,255 | $62,006 | - The total inventory reserve for obsolescence, expiring, and slow-moving inventory increased from **$4.4 million** at May 31, 2025, to **$4.6 million** at August 31, 2025[39](index=39&type=chunk) [4. INTANGIBLE ASSETS](index=11&type=section&id=4.%20INTANGIBLE%20ASSETS) This note outlines the company's intangible assets, their amortization, and net carrying values - Intangible assets are amortized on a straight-line basis over estimated useful lives ranging from two to eighteen years[40](index=40&type=chunk) Intangible Assets, Net (in thousands) | Category | Aug 31, 2025 Net Carrying Value | May 31, 2025 Net Carrying Value | | :------------------ | :------------------------------ | :------------------------------ | | Product technologies | $65,411 | $66,016 | | Customer relationships | $2,834 | $2,947 | | Trademarks | $5 | $19 | | Licenses | $130 | $134 | | Total | $68,380 | $69,116 | - Amortization expense for the three months ended August 31, 2025, was **$2.7 million**, slightly up from $2.6 million in the prior year[41](index=41&type=chunk) [5. ACCRUED LIABILITIES](index=12&type=section&id=5.%20ACCRUED%20LIABILITIES) This note provides a detailed breakdown of the company's accrued liabilities as of August 31, 2025, and May 31, 2025 Accrued Liabilities (in thousands) | Category | Aug 31, 2025 | May 31, 2025 | | :---------------------------- | :----------- | :----------- | | Payroll and related expenses | $13,539 | $20,397 | | Outside services | $4,588 | $3,143 | | Research and development | $1,418 | $1,459 | | Royalties | $1,457 | $2,642 | | Sales and franchise taxes | $545 | $531 | | Deferred warranties | $292 | $374 | | Transaction service agreement payable | $674 | $2,241 | | Rebates | $468 | $446 | | Accrued freight | $575 | $575 | | Accrued severance | $887 | $800 | | Other | $3,214 | $2,910 | | Total | $27,657 | $35,518 | - Total accrued liabilities decreased from **$35.5 million** at May 31, 2025, to **$27.7 million** at August 31, 2025, primarily due to reductions in payroll and related expenses, royalties, and transaction service agreement payable[43](index=43&type=chunk) [6. LONG-TERM DEBT](index=13&type=section&id=6.%20LONG-TERM%20DEBT) This note describes the company's new secured revolving credit facility and its terms - The Company entered into a new **$25.0 million** secured revolving credit facility on May 28, 2025, with a two-year maturity[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk) - As of August 31, 2025, there were **no amounts outstanding** on the Revolving Facility, and the carrying value of long-term debt approximated its fair market value[49](index=49&type=chunk) - The facility is secured by substantially all assets of the Loan Parties and Guarantors and includes a financial covenant requiring a fixed charge coverage ratio of not less than **1.05 to 1.00** after the Availability Block Period[47](index=47&type=chunk)[48](index=48&type=chunk) [7. INCOME TAXES](index=13&type=section&id=7.%20INCOME%20TAXES) This note discusses the company's effective tax rate and valuation allowance on deferred tax assets Effective Tax Rate (Three Months Ended August 31) | Metric | Aug 31, 2025 | Aug 31, 2024 | | :----- | :----------- | :----------- | | Estimated annual effective tax rate prior to discrete items | (0.6)% | 1.8% | | Effective tax rate including discrete items | (0.6)% | (1.1)% | - The Company maintains a **full valuation allowance** on its U.S. deferred tax assets due to not yet attaining a sustained level of profitability, meaning recent tax legislation (OBBBA) had no material impact on the financial statements for the quarter[52](index=52&type=chunk)[54](index=54&type=chunk) [8. SHARE-BASED COMPENSATION](index=14&type=section&id=8.%20SHARE-BASED%20COMPENSATION) This note details the share-based compensation expense and unrecognized compensation expense related to equity awards - Share-based compensation expense increased to **$4.5 million** for the three months ended August 31, 2025, from $3.2 million in the prior year[57](index=57&type=chunk) - As of August 31, 2025, **$28.4 million** of unrecognized compensation expense related to share-based payment arrangements is expected to be recognized over a weighted-average period of approximately three years[60](index=60&type=chunk) - The 2020 Stock and Incentive Award Plan had **2.5 million shares** available for future grants, and the employee stock purchase plan also had **2.5 million shares** available[55](index=55&type=chunk)[57](index=57&type=chunk) [9. EQUITY](index=14&type=section&id=9.%20EQUITY) This note provides information on the company's share repurchase program and its status - The Board of Directors approved a share repurchase program on July 16, 2024, authorizing up to **$15.0 million** in common stock repurchases[61](index=61&type=chunk) - No shares were repurchased during the first quarter of fiscal year 2026 (ended August 31, 2025), but **$0.5 million** was used to repurchase 72,141 shares in the first quarter of fiscal year 2025[61](index=61&type=chunk) - As of August 31, 2025, **$13.3 million** remained available for repurchase under the program[61](index=61&type=chunk) [10. EARNINGS PER SHARE](index=14&type=section&id=10.%20EARNINGS%20PER%20SHARE) This note explains the calculation of basic and diluted earnings per share and the impact of anti-dilutive securities - Basic earnings per share is calculated based on the weighted average number of common shares outstanding[62](index=62&type=chunk) - Diluted earnings per share includes the dilutive effect of potential common stock, but in periods with a net loss, such securities are excluded if their impact would be anti-dilutive[62](index=62&type=chunk) Weighted-Average Shares Outstanding (in thousands) | Category | Aug 31, 2025 | Aug 31, 2024 | | :------------------------------------------ | :----------- | :----------- | | Basic | 41,174 | 40,653 | | Effect of dilutive securities | — | — | | Diluted | 41,174 | 40,653 | | Securities excluded as their inclusion would be anti-dilutive | 6,183 | 5,180 | [11. SEGMENT AND GEOGRAPHIC INFORMATION](index=15&type=section&id=11.%20SEGMENT%20AND%20GEOGRAPHIC%20INFORMATION) This note provides disaggregated financial information by operating segment and geographic region - The Company operates through two segments: Med Tech (Auryon, thrombus management, NanoKnife) and Med Device (Core, Venous, Ports, other Oncology products)[65](index=65&type=chunk) Net Sales and Gross Margin by Segment (Three Months Ended August 31, in thousands) | Segment | Net Sales (2025) | Gross Margin (2025) | Gross Margin % (2025) | Net Sales (2024) | Gross Margin (2024) | Gross Margin % (2024) | | :--------------------- | :--------------- | :------------------ | :-------------------- | :--------------- | :------------------ | :-------------------- | | Med Tech | $35,261 | $21,922 | 62.2% | $27,969 | $17,697 | 63.3% | | Med Device | $40,450 | $19,935 | 49.3% | $39,522 | $19,027 | 48.1% | | Total | $75,711 | $41,857 | 55.3% | $67,491 | $36,724 | 54.4% | - International sales accounted for **12.2% of total net sales** in the three months ended August 31, 2025, up from 11.9% in the prior year[68](index=68&type=chunk) [12. FAIR VALUE](index=16&type=section&id=12.%20FAIR%20VALUE) This note discusses the fair value measurement of the company's financial instruments - The Company's financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, are measured at fair value, which approximates their carrying amount due to their immediate or short-term maturities[70](index=70&type=chunk) - The Company does not have assets or liabilities requiring recurring fair value measurement using significant unobservable inputs (Level 3)[70](index=70&type=chunk) [13. LEASES](index=16&type=section&id=13.%20LEASES) This note describes the company's operating leases and financing arrangements for facilities - The Company has operating leases for buildings and a financing arrangement for manufacturing and distribution facilities, which was accounted for as a financing arrangement rather than a sale-leaseback[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) Lease Liabilities (in thousands) | Category | Aug 31, 2025 | May 31, 2025 | | :---------------------------- | :----------- | :----------- | | Current operating lease liabilities | $1,773 | $1,840 | | Non-current operating lease liabilities | $1,725 | $2,106 | | Total lease liabilities | $3,498 | $3,946 | - Operating lease expense for the three months ended August 31, 2025, was **$0.6 million**, a slight decrease from $0.7 million in the prior year[79](index=79&type=chunk) [14. COMMITMENTS AND CONTINGENCIES](index=18&type=section&id=14.%20COMMITMENTS%20AND%20CONTINGENCIES) This note details the company's legal proceedings, including intellectual property disputes and product liability claims - The Company is involved in various legal proceedings, including intellectual property disputes with C.R. Bard, Inc. (now Becton, Dickinson and Company, 'BD') and approximately **219 product liability claims** related to its port products[80](index=80&type=chunk)[81](index=81&type=chunk)[83](index=83&type=chunk)[85](index=85&type=chunk) - A settlement agreement with BD was reached on March 31, 2024, involving a one-time lump sum payment of **$7.0 million** and minimum annual payments of **$2.5 million** starting in fiscal year 2025, with potential additional payments[84](index=84&type=chunk) - As of August 31, 2025, **$2.4 million** was payable to BD in current liabilities and **$6.7 million** in other long-term liabilities related to the settlement[84](index=84&type=chunk) [15. ACQUISITION, RESTRUCTURING, AND OTHER ITEMS, NET](index=19&type=section&id=15.%20ACQUISITION%2C%20RESTRUCTURING%2C%20AND%20OTHER%20ITEMS%2C%20NET) This note provides a breakdown of acquisition, restructuring, and other net expenses, including plant closure costs Acquisition, Restructuring and Other Items, Net (in thousands) | Category | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | | :------------------------ | :------------------------------ | :------------------------------ | | Legal | $213 | $507 | | Plant closure | $2,345 | $3,589 | | Transition service agreement | $(302) | $(507) | | Other | $502 | $722 | | Total | $2,758 | $4,311 | - Total acquisition, restructuring, and other items, net, decreased by **$1.6 million** year-over-year, primarily due to lower plant closure expenses and legal costs[86](index=86&type=chunk)[121](index=121&type=chunk)[124](index=124&type=chunk) - The Company recorded **$2.3 million** in restructuring charges related to its manufacturing footprint optimization plan, with total charges to date reaching **$25.6 million** The plan is expected to be completed in Q3 fiscal year 2026[88](index=88&type=chunk)[89](index=89&type=chunk)[92](index=92&type=chunk) [16. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS](index=20&type=section&id=16.%20RECENTLY%20ISSUED%20ACCOUNTING%20PRONOUNCEMENTS) This note outlines the company's planned adoption of new accounting standards updates - The Company plans to adopt ASU 2023-09 (Income Tax Disclosures) for fiscal year 2026, ASU 2024-03 (Income Statement Expense Disaggregation) for fiscal year 2028, and ASU 2025-05 (Credit Losses for Accounts Receivable) for fiscal year 2027[95](index=95&type=chunk) - There have been **no material changes** to critical accounting policies since the Annual Report on Form 10-K for fiscal year ended May 31, 2025[95](index=95&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of the company's financial condition, operational results, and liquidity for the quarter [Disclosure Regarding Forward-Looking Statements](index=22&type=section&id=Disclosure%20Regarding%20Forward-Looking%20Statements) This section cautions that the report contains forward-looking statements subject to various risks and uncertainties - The report contains forward-looking statements subject to risks and uncertainties, and actual results may differ materially from expectations[98](index=98&type=chunk) - Factors affecting actual results include product development, competition, regulatory actions, economic conditions, litigation, and supply chain challenges[98](index=98&type=chunk) [Disclosure Regarding Trademarks](index=22&type=section&id=Disclosure%20Regarding%20Trademarks) This section clarifies the ownership and usage of trademarks, tradenames, and service marks within the report - The report includes trademarks, tradenames, and service marks that are property of AngioDynamics or third parties, and their omission of symbols does not waive rights[100](index=100&type=chunk) [Executive Overview](index=22&type=section&id=Executive%20Overview) This section provides a high-level summary of AngioDynamics' business, strategic focus, market dynamics, and key financial performance - AngioDynamics is a diversified medical technology company focused on cardiovascular disease and cancer, with a strategy built on R&D, clinical/regulatory expansion, and customer-centric sales[101](index=101&type=chunk) - The company's financial performance is influenced by market dynamics such as value-based purchasing, healthcare provider consolidation, and an aging population, as well as macroeconomic factors like inflation, labor shortages, and supply chain issues[102](index=102&type=chunk)[105](index=105&type=chunk) - Key financial metrics for the three months ended August 31, 2025, include a **12.2% revenue increase to $75.7 million**, with Med Tech growing **26.1%** and Med Device growing **2.3%**[106](index=106&type=chunk)[109](index=109&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) This section analyzes the company's net sales, gross margin, and operating expenses for the three months ended August 31, 2025 Net Sales by Segment (Three Months Ended August 31, in thousands) | Segment | Aug 31, 2025 | Aug 31, 2024 | $ Change | | :--------------------- | :----------- | :----------- | :------- | | Med Tech | $35,261 | $27,969 | $7,292 | | Med Device | $40,450 | $39,522 | $928 | | Total | $75,711 | $67,491 | $8,220 | - Med Tech net sales increased by **$7.3 million**, driven by Auryon, thrombus management platform, and NanoKnife sales[111](index=111&type=chunk)[113](index=113&type=chunk) - Total Company gross margin increased by **$5.1 million**, with gross margin percentage rising from **54.4% to 55.3%**, positively impacted by sales volume, price, and product mix[112](index=112&type=chunk)[114](index=114&type=chunk) Operating Expenses (Three Months Ended August 31, in thousands) | Expense | Aug 31, 2025 | Aug 31, 2024 | $ Change | | :--------------------- | :----------- | :----------- | :------- | | Research and development | $6,417 | $6,285 | $132 | | Sales and marketing | $28,130 | $25,605 | $2,525 | | General and administrative | $12,555 | $10,975 | $1,580 | | Amortization of intangibles | $2,653 | $2,570 | $83 | | Acquisition, restructuring and other items, net | $2,758 | $4,311 | $(1,553) | | Other expense, net | $(182) | $433 | $(615) | - Sales and marketing expense increased by **$2.5 million**, and general and administrative expense increased by **$1.6 million**, primarily due to higher compensation and benefits[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash position, cash flow activities, and its ability to meet future liquidity needs - Cash and cash equivalents decreased to **$38.8 million** as of August 31, 2025, from $55.9 million as of May 31, 2025[123](index=123&type=chunk) Cash Flows Summary (Three Months Ended August 31, in thousands) | Cash Flow Activity | Aug 31, 2025 | Aug 31, 2024 | | :-------------------------------- | :----------- | :----------- | | Operating activities | $(15,914) | $(18,253) | | Investing activities | $(1,551) | $(2,405) | | Financing activities | $143 | $(509) | | Net change in cash and cash equivalents | $(17,131) | $(21,051) | - The Company believes its current cash balance, cash from operations, and the Revolving Facility will provide sufficient liquidity for at least the next 12 months[126](index=126&type=chunk) [New Accounting Pronouncements](index=27&type=section&id=New%20Accounting%20Pronouncements) This section refers to the detailed information on recently issued accounting pronouncements in the financial statement notes - Information regarding new accounting pronouncements is detailed in Note 16 to the consolidated financial statements[127](index=127&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details the company's exposure to market risks, including foreign currency, interest rate, and credit risk [Foreign Currency Exchange Rate Risk](index=28&type=section&id=Foreign%20Currency%20Exchange%20Rate%20Risk) This section analyzes the impact of foreign currency fluctuations on the company's profitability - Approximately **3.2% of sales** for the three months ended August 31, 2025, were denominated in foreign currencies (Euro, British Pound, Canadian Dollar), exposing profitability to currency fluctuations, particularly when the U.S. Dollar strengthens[130](index=130&type=chunk) [Interest Rate Risk](index=28&type=section&id=Interest%20Rate%20Risk) This section describes the company's exposure to interest rate fluctuations, primarily related to its debt facilities - The Company's interest rate risk is primarily limited to indebtedness; as of August 31, 2025, there was **no outstanding debt**[131](index=131&type=chunk)[132](index=132&type=chunk) - The **$25.0 million** secured revolving credit facility's interest rate is based on SOFR or ABR plus a margin, with a commitment fee on the unused portion[132](index=132&type=chunk) [Concentration of Credit Risk](index=28&type=section&id=Concentration%20of%20Credit%20Risk) This section addresses the company's credit risk exposure from cash and trade accounts receivable - Credit risk is concentrated in cash and cash equivalents (managed by evaluating financial institutions) and trade accounts receivable (limited by a large customer base, with no single customer exceeding **10% of total sales**)[133](index=133&type=chunk)[134](index=134&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and reports no material changes in internal control over financial reporting - Management, including the CEO and CFO, concluded that disclosure controls and procedures were **effective** as of August 31, 2025, providing reasonable assurance for timely and accurate reporting[135](index=135&type=chunk) - There were **no material changes** in internal control over financial reporting during the fiscal quarter ended August 31, 2025[136](index=136&type=chunk) [Part II: Other Information](index=30&type=section&id=Part%20II%3A%20Other%20Information) This part includes information on legal proceedings, risk factors, equity sales, defaults, mine safety, and exhibits [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to the detailed disclosures on legal proceedings, commitments, and contingencies in the financial statement notes - Details regarding legal proceedings are provided in Note 14, 'Commitments and Contingencies,' within the consolidated financial statements[138](index=138&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) This section directs readers to the annual report for risk factors and confirms no material changes since the last filing - Readers should refer to 'Part I, Item 1A. Risk Factors' in the annual report on Form 10-K for the fiscal year ended May 31, 2025, for important risks and uncertainties[139](index=139&type=chunk) - There have been **no material changes** to the risk factors previously disclosed in the annual report on Form 10-K[139](index=139&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details common stock repurchases for tax withholding and confirms no repurchases under the publicly announced program Issuer Purchases of Equity Securities (Three Months Ended August 31, 2025) | Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs (2) | Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under Plans or Programs (2) | | :------------------------- | :----------------------------------- | :--------------------------- | :-------------------------------------------------------------------------- | :----------------------------------------------------------------------------------------------- | | June 1, 2025 - June 30, 2025 | 1,400 shares | $10.47 | — | — | | July 1, 2025 - July 31, 2025 | 53,006 shares | $9.15 | — | — | | August 1, 2025 - August 31, 2025 | — | $9.06 | — | — | | Total | 54,406 shares | $9.19 | — | — | - **54,406 shares** were purchased from employees to satisfy tax withholding requirements on the vesting of restricted shares/units from equity-based awards[144](index=144&type=chunk) - **No shares** were repurchased under the **$15.0 million** share repurchase program during the quarter ended August 31, 2025[140](index=140&type=chunk)[144](index=144&type=chunk) [Item 3. Defaults on Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20on%20Senior%20Securities) This section confirms that the company reported no defaults on senior securities during the period - There were **no defaults** on senior securities[141](index=141&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section confirms that the company reported no mine safety disclosures - There were **no mine safety disclosures**[142](index=142&type=chunk) [Item 5. Other Information](index=30&type=section&id=Item%205.%20Other%20Information) This section confirms no Rule 10b5-1 trading arrangements were adopted or terminated by insiders or the company - **No Rule 10b5-1 trading arrangements** or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors, officers, or the Company during the quarter ended August 31, 2025[143](index=143&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including certifications and XBRL documents - The exhibit index includes certifications (Rule 13a-14(a), Section 1350) and XBRL documents (Schema, Calculation, Definition, Labels, Presentation Linkbase Documents)[145](index=145&type=chunk) [SIGNATURES](index=32&type=section&id=SIGNATURES) This section contains the official signatures of the company's principal executive and financial officers [Signatures](index=32&type=section&id=Signatures) This section contains the official signatures of the company's principal executive and financial officers as of October 2, 2025 - The report was signed by James C. Clemmer, President and Chief Executive Officer, and Stephen A. Trowbridge, Executive Vice President and Chief Financial Officer, on October 2, 2025[148](index=148&type=chunk)

[Filing Information](index=1&type=section&id=Filing%20Information) This section provides the foundational details of the Form 8-K filing, including the registrant's identity, jurisdiction, and the securities registered on the Nasdaq Global Select Market [General Filing Details](index=1&type=section&id=General%20Filing%20Details) This section provides the foundational details of the Form 8-K filing, including the registrant's identity, jurisdiction, and the securities registered on the Nasdaq Global Select Market - The filing is a **Form 8-K Current Report** by WESBANCO, INC., dated October 02, 2025[1](index=1&type=chunk)[2](index=2&type=chunk) - Wesbanco, Inc. is incorporated in **West Virginia**[2](index=2&type=chunk) Registered Securities | Title of each class | Symbol(s) | Name of each exchange on which registered | | :------------------ | :-------- | :---------------------------------------- | | Common Stock $2.0833 Par Value | WSBC | Nasdaq Global Select Market | | Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Reset Non Cumulative Perpetual Preferred Stock, Series A) | WSBCP | Nasdaq Global Select Market | [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 details the announcement regarding the release of third-quarter 2025 financial results and the associated conference call [Third Quarter 2025 Earnings Release Announcement](index=3&type=section&id=Third%20Quarter%202025%20Earnings%20Release%20Announcement) Wesbanco, Inc. announced the scheduled release of its financial results for the third quarter of 2025 and an accompanying conference call for investors and analysts - Third quarter 2025 financial results will be released after market close on **Wednesday, October 22, 2025**[6](index=6&type=chunk) - A conference call to discuss the results will be hosted on **Thursday, October 23, 2025, at 3:00 p.m. ET**[6](index=6&type=chunk) - The press release detailing this announcement is attached as **Exhibit 99.1** to this report[7](index=7&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=3&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section outlines the financial statements and exhibits included as part of the Form 8-K filing [Exhibits Filed](index=3&type=section&id=Exhibits%20Filed) This section lists the exhibits that are filed as part of this Form 8-K report, providing supplementary information Exhibit List | Exhibit Number | Description | | :------------- | :---------------------------------------------------------------------------- | | 99.1 | Press release announcing the scheduled release of third quarter 2025 earnings and conference call | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signature](index=4&type=section&id=Signature) This section provides the formal signatory details, confirming the report's authorization and submission [Authorized Signatory](index=4&type=section&id=Authorized%20Signatory) This section formally concludes the report, indicating that it has been duly signed on behalf of Wesbanco, Inc. by an authorized officer - The report was signed by **Daniel K. Weiss, Jr., Senior Executive Vice President and Chief Financial Officer** of Wesbanco, Inc[10](index=10&type=chunk) - The signing date for the report was **October 2, 2025**[10](index=10&type=chunk)

[Filing Information](index=1&type=section&id=Filing%20Information) This section details the foundational filing information for the Form 8-K report, including registrant identity and registered securities [General Filing Details](index=1&type=section&id=General%20Filing%20Details) This section provides the foundational details of the Form 8-K filing, including the registrant's identity, jurisdiction, and the securities registered on the Nasdaq Global Select Market - The filing is a **Form 8-K Current Report** by **WESBANCO, INC.**, dated **October 02, 2025**[1](index=1&type=chunk)[2](index=2&type=chunk) Registered Securities | Title of each class | Symbol(s) | Name of each exchange on which registered | | :------------------ | :-------- | :---------------------------------------- | | Common Stock $2.0833 Par Value | WSBC | Nasdaq Global Select Market | | Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Reset Non Cumulative Perpetual Preferred Stock, Series A) | WSBCP | Nasdaq Global Select Market | - Wesbanco, Inc. is incorporated in **West Virginia**[2](index=2&type=chunk) [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 announces the scheduled release of third-quarter 2025 financial results and an investor conference call [Third Quarter 2025 Earnings Release Announcement](index=3&type=section&id=Third%20Quarter%202025%20Earnings%20Release%20Announcement) Wesbanco, Inc. announced the scheduled release of its financial results for the third quarter of 2025 and an accompanying conference call for investors and analysts - Third quarter 2025 financial results will be released after market close on **Wednesday, October 22, 2025**[6](index=6&type=chunk) - A conference call to discuss the results will be hosted on **Thursday, October 23, 2025, at 3:00 p.m. ET**[6](index=6&type=chunk) - The press release detailing this announcement is attached as **Exhibit 99.1** to this report[7](index=7&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=3&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section enumerates the financial statements and exhibits included as part of the Form 8-K filing [Exhibits Filed](index=3&type=section&id=Exhibits%20Filed) This section lists the exhibits that are filed as part of this Form 8-K report, providing supplementary information List of Exhibits | Exhibit Number | Description | | :------------- | :---------------------------------------------------------------------------- | | 99.1 | Press release announcing the scheduled release of third quarter 2025 earnings and conference call. | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | [Signature](index=4&type=section&id=Signature) This section formally concludes the report with the authorized signatory and filing date [Authorized Signatory](index=4&type=section&id=Authorized%20Signatory) This section formally concludes the report, indicating that it has been duly signed on behalf of Wesbanco, Inc. by an authorized officer - The report was signed by **Daniel K. Weiss, Jr.**, Senior Executive Vice President and Chief Financial Officer of Wesbanco, Inc.[10](index=10&type=chunk) - The signing date for the report was **October 2, 2025**[10](index=10&type=chunk)

Fiscal Year 2026 First Quarter Overview [Executive Summary and Key Highlights](index=1&type=section&id=1.1.%20Executive%20Summary%20and%20Key%20Highlights) AngioDynamics reported strong Q1 FY26 results with significant Med Tech growth, improved Adjusted EBITDA, and raised full-year guidance, while expecting positive cash flow Quarter Ended August 31, 2025 | Metric | Quarter Ended August 31, 2025 | Pro Forma* YoY Growth | | :--- | :--- | :--- | | Net Sales | $75.7 million | 12.2% | | Med Tech Net Sales | $35.3 million | 26.1% | | Med Device Net Sales | $40.4 million | 2.3% | - Med Tech segment delivered its **fourth consecutive quarter of over 20% revenue growth**[4](index=4&type=chunk) Metric | Metric | Value | | :--- | :--- | | Reported Adjusted EBITDA | $2.2 million (compared to ($0.2) million in prior year) | | GAAP loss per share | $0.26 | | Adjusted loss per share | $0.10 | | Cash and cash equivalents (end of Q1 FY26) | $38.8 million | - **Raised full year FY 2026 guidance** for net sales, Med Tech net sales growth, Adjusted EBITDA, and Adjusted EPS[4](index=4&type=chunk) - Continues to expect to be **cash flow positive** for the full fiscal year 2026[4](index=4&type=chunk)[5](index=5&type=chunk) [CEO Commentary](index=1&type=section&id=1.2.%20CEO%20Commentary) CEO Jim Clemmer attributed Q1 success to strategic platform technologies and operational excellence, driving consistent profitable growth - Strategy to bring unique platform technologies to large, fast-growing global markets has paid off, resulting in **four consecutive quarters of MedTech growth over 20%**[3](index=3&type=chunk) - Continued performance combined with disciplined focus on operational excellence is driving **sustained profitable growth**[3](index=3&type=chunk) - Company is well-positioned to drive **consistent, profitable growth and deliver sustained value creation** during the balance of 2026 and beyond, supported by superior technologies, clinical investments, and balance sheet strength[6](index=6&type=chunk) Detailed Fiscal Year 2026 First Quarter Financial Results [Net Sales Performance](index=2&type=section&id=2.1.%20Net%20Sales%20Performance) Q1 FY26 net sales grew **12.2%** to **$75.7 million**, driven by **26.1% Med Tech** growth, with Med Device sales up **2.3%** Net Sales Performance (Pro Forma YoY Growth) | Category | Q1 FY26 Net Sales | YoY Growth | | :--- | :--- | :--- | | Total Net Sales | $75.7 million | 12.2% | | Med Tech Net Sales | $35.3 million | 26.1% | | Med Device Net Sales | $40.4 million | 2.3% | Med Tech Segment Sales Performance | Med Tech Platform | Q1 FY26 Sales | Increase | | :--- | :--- | :--- | | Auryon | $16.5 million | 20.1% | | Mechanical Thrombectomy (AngioVac, AlphaVac) | $11.3 million | 41.2% | | NanoKnife | $6.4 million | 26.7% (including 31.3% growth in probes) | [Gross Margin Analysis](index=2&type=section&id=2.2.%20Gross%20Margin%20Analysis) Q1 FY26 GAAP gross margin improved to **55.3%**, up **90 basis points** year-over-year, due to Med Tech revenue and efficiency Gross Margin Performance | Metric | Q1 FY26 | Q1 FY25 | | :--- | :--- | :--- | | GAAP Gross Margin | 55.3% | 54.4% | | Sequential Gross Margin (Q4 FY25) | 55.3% | 52.7% | | Tariff Expense | $1.7 million | N/A | - Gross margin improvement primarily due to **increased Med Tech revenue and operational efficiencies**[9](index=9&type=chunk) [Net Loss and Adjusted Net Loss](index=2&type=section&id=2.3.%20Net%20Loss%20and%20Adjusted%20Net%20Loss) Q1 FY26 GAAP net loss was **$10.9 million** (**$0.26 per share**), adjusted net loss improved to **$4.2 million** Net Loss and Adjusted Net Loss (Q1 FY26 vs. Q1 FY25) | Metric | Q1 FY26 | Q1 FY25 (Pro Forma) | | :--- | :--- | :--- | | GAAP Net Loss | $(10.9) million | $(12.9) million | | GAAP Loss per share | $(0.26) | $(0.32) | | Adjusted Net Loss | $(4.2) million | $(4.4) million | | Adjusted Loss per share | $(0.10) | $(0.11) | [Adjusted EBITDA](index=3&type=section&id=2.4.%20Adjusted%20EBITDA) Q1 FY26 Adjusted EBITDA significantly improved to **$2.2 million**, a positive shift from **$(0.2) million** in Q1 FY25 Adjusted EBITDA Performance | Metric | Q1 FY26 | Q1 FY25 (Pro Forma) | | :--- | :--- | :--- | | Adjusted EBITDA | $2.2 million | $(0.2) million | [Cash Flow and Balance Sheet](index=3&type=section&id=2.5.%20Cash%20Flow%20and%20Balance%20Sheet) Q1 FY26 cash utilization was **$17.1 million**, ending with **$38.8 million** cash and a debt-free balance sheet, expecting positive full-year cash flow - Company used **$17.1 million of cash** in Q1 FY26, which was **better than expectations** for the historically highest cash utilization quarter[13](index=13&type=chunk) Cash and Cash Equivalents | Date | Cash and Cash Equivalents | | :--- | :--- | | August 31, 2025 | $38.8 million | | May 31, 2025 | $55.9 million | - The Company maintains a **debt-free balance sheet**[14](index=14&type=chunk) - Continues to expect to be **cash flow positive** for the full year fiscal 2026[13](index=13&type=chunk) Clinical and Research Achievements [AMBITION BTK Trial Enrollment](index=3&type=section&id=3.1.%20AMBITION%20BTK%20Trial%20Enrollment) First patient enrolled in AMBITION BTK trial, assessing Auryon Atherectomy System for critical limb ischemia - **First patient enrolled** in the AMBITION BTK trial, a prospective, multicenter, randomized controlled trial[15](index=15&type=chunk) - Trial investigates the **Auryon Atherectomy System** for treating challenging below-the-knee lesions in patients with Critical Limb Ischemia[15](index=15&type=chunk) - The trial will include up to **224 patients** at up to **30 sites**, with a companion registry enrolling up to **1,500 additional patients**[15](index=15&type=chunk) [RECOVER-AV Clinical Trial Enrollment](index=3&type=section&id=3.2.%20RECOVER-AV%20Clinical%20Trial%20Enrollment) First patient enrolled in RECOVER-AV trial, evaluating AlphaVac F1885 System for acute pulmonary embolism - **First patient enrolled** in the RECOVER-AV clinical trial[16](index=16&type=chunk) - The study evaluates the **AlphaVac F1885 System** for the treatment of acute, intermediate-risk pulmonary embolism[16](index=16&type=chunk) - Multi-center, multi-national study across Europe, Canada, and Hong Kong, following patients for **12 months** to assess functional and quality-of-life outcomes[16](index=16&type=chunk) [NanoKnife PRESERVE Study Publication](index=4&type=section&id=3.3.%20NanoKnife%20PRESERVE%20Study%20Publication) PRESERVE study results published, showing NanoKnife System's effectiveness for prostate cancer with **84.0%** disease-free rate and preserved quality of life - Results from the **PRESERVE study published in European Urology**, a leading journal in urologic research[18](index=18&type=chunk) - The study assessed the safety and effectiveness of irreversible electroporation with the **NanoKnife System** to ablate prostate tissue in patients with intermediate-risk prostate cancer[18](index=18&type=chunk) - Met primary effectiveness endpoint with **84.0% of men free from in-field, clinically significant disease at 12 months** post-procedure, and demonstrated strong quality-of-life outcomes (**96% urinary continence, 84% good sexual function**)[18](index=18&type=chunk) Fiscal Year 2026 Financial Guidance [Updated Guidance Metrics](index=4&type=section&id=4.1.%20Updated%20Guidance%20Metrics) AngioDynamics raised its full-year FY26 guidance for net sales, Med Tech net sales growth, Adjusted EBITDA, and Adjusted EPS, reflecting increased confidence Fiscal Year 2026 Financial Guidance Update | Guidance Metric | Guidance Action | Current Guidance (as of Oct 2, 2025) | Previous Guidance (as of July 15, 2025) | | :--- | :--- | :--- | :--- | | Net Sales | Increased | $308 - $313 million | $305 - $310 million | | Med Tech Net Sales Growth | Increased | 14% - 16% | 12% - 15% | | Med Device Net Sales Growth | Unchanged | Flat | Flat | | Gross Margin | Unchanged | 53.5% - 55.5% | 53.5% - 55.5% | | Adjusted EBITDA | Increased | $6.0 - $10.0 million | $3.0 - $8.0 million | | Adjusted EPS | Increased | ($0.33) – ($0.23

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [ITEM 1. Financial Statements](index=3&type=section&id=ITEM%201.%20Financial%20Statements) This section presents NIKE, Inc.'s unaudited condensed consolidated financial statements and detailed accounting notes [Unaudited Condensed Consolidated Statements of Income](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Income) | Metric | 2025 (Millions) | 2024 (Millions) | Change (%) | | :----------------------------- | :-------------- | :-------------- | :--------- | | Revenues | $11,720 | $11,589 | 1% | | Cost of sales | $6,777 | $6,332 | 7% | | Gross profit | $4,943 | $5,257 | -6% | | Income before income taxes | $922 | $1,307 | -29% | | NET INCOME | $727 | $1,051 | -31% | | Earnings per common share: | | | | | Basic | $0.49 | $0.70 | -30% | | Diluted | $0.49 | $0.70 | -30% | [Unaudited Condensed Consolidated Statements of Comprehensive Income](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) | Metric | 2025 (Millions) | 2024 (Millions) | Change (%) | | :------------------------------------ | :-------------- | :-------------- | :--------- | | Net income | $727 | $1,051 | -31% | | Other comprehensive income (loss), net of tax: | | | | | Change in net foreign currency translation adjustment | $134 | $138 | -2.9% | | Change in net gains (losses) on cash flow hedges | $(186) | $(227) | 18.06% | | Change in net gains (losses) on other | $2 | $9 | -77.8% | | Total other comprehensive income (loss), net of tax | $(50) | $(80) | 37.5% | | TOTAL COMPREHENSIVE INCOME | $677 | $971 | -30.3% | [Unaudited Condensed Consolidated Balance Sheets](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) | Metric | Aug 31, 2025 (Millions) | May 31, 2025 (Millions) | Change (%) | | :-------------------------------- | :---------------------- | :---------------------- | :--------- | | Cash and equivalents | $7,024 | $7,464 | -5.89% | | Short-term investments | $1,551 | $1,687 | -8.06% | | Accounts receivable, net | $4,962 | $4,717 | 5.19% | | Inventories | $8,114 | $7,489 | 8.34% | | Total current assets | $23,898 | $23,362 | 2.29% | | TOTAL ASSETS | $37,334 | $36,579 | 2.06% | | Total current liabilities | $10,911 | $10,566 | 3.27% | | Long-term debt | $7,996 | $7,961 | 0.44% | | Total shareholders' equity | $13,468 | $13,213 | 1.93% | | TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $37,334 | $36,579 | 2.06% | [Unaudited Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Metric | 2025 (Millions) | 2024 (Millions) | Change ($) | | :------------------------------------ | :-------------- | :-------------- | :--------- | | Cash provided (used) by operations | $222 | $394 | $(172) | | Cash provided (used) by investing activities | $(59) | $(166) | $107 | | Cash provided (used) by financing activities | $(598) | $(1,622) | $1,024 | | Effect of exchange rate changes on cash and equivalents | $(5) | $19 | $(24) | | Net increase (decrease) in cash and equivalents | $(440) | $(1,375) | $935 | | CASH AND EQUIVALENTS, END OF PERIOD | $7,024 | $8,485 | -17.22% | [Unaudited Condensed Consolidated Statements of Shareholders' Equity](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity) | Metric | Aug 31, 2025 (Millions) | May 31, 2025 (Millions) | | :-------------------------------- | :---------------------- | :---------------------- | | Capital in excess of stated value | $14,473 | $14,195 | | Accumulated other comprehensive income (loss) | $(308) | $(258) | | Retained earnings (deficit) | $(700) | $(727) | | Total shareholders' equity | $13,468 | $13,213 | [Notes to the Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the unaudited condensed consolidated financial statements, covering accounting policies, liabilities, and segment data [NOTE 1 Summary of Significant Accounting Policies](index=9&type=section&id=NOTE%201%20Summary%20of%20Significant%20Accounting%20Policies) - The Company is evaluating ASU 2023-09, 'Income Taxes (Topic 740): Improvements to Income Tax Disclosures,' effective June 1, 2025, to determine its impact on disclosures[13](index=13&type=chunk) - The Company is evaluating ASU 2024-03, 'Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,' effective June 1, 2027, to determine its impact on disclosures[14](index=14&type=chunk) [NOTE 2 Accrued Liabilities](index=9&type=section&id=NOTE%202%20Accrued%20Liabilities) | Accrued Liability | Aug 31, 2025 (Millions) | May 31, 2025 (Millions) | | :------------------------ | :---------------------- | :---------------------- | | Sales-related reserves | $1,788 | $1,834 | | Compensation and benefits | $1,244 | $1,245 | | Dividends payable | $599 | $598 | | Other | $2,292 | $2,234 | | TOTAL ACCRUED LIABILITIES | $5,923 | $5,911 | [NOTE 3 Fair Value Measurements](index=10&type=section&id=NOTE%203%20Fair%20Value%20Measurements) Assets at Fair Value (August 31, 2025) | Asset Type | Fair Value (Millions) | | :------------------------ | :-------------------- | | Cash | $1,409 | | U.S. Treasury securities | $897 | | Commercial paper and bonds | $672 | | Money market funds | $5,309 | | Time deposits | $271 | | U.S. Agency securities | $17 | | TOTAL ASSETS AT FAIR VALUE | $8,575 | - Derivative assets at fair value increased to **$188 million** as of August 31, 2025, from $131 million as of May 31, 2025[18](index=18&type=chunk)[19](index=19&type=chunk) - Derivative liabilities at fair value increased to **$518 million** as of August 31, 2025, from $371 million as of May 31, 2025[18](index=18&type=chunk)[19](index=19&type=chunk) - The fair value of long-term debt was approximately **$6,794 million** at August 31, 2025, up from $6,673 million at May 31, 2025[21](index=21&type=chunk) [NOTE 4 Income Taxes](index=11&type=section&id=NOTE%204%20Income%20Taxes) | Metric | Q1 FY26 | Q1 FY25 | Change (bps) | | :---------------- | :------ | :------ | :----------- | | Effective tax rate | 21.1% | 19.6% | 150 | - Total gross unrecognized tax benefits were **$1,021 million** as of August 31, 2025, with **$748 million** affecting the effective tax rate if recognized[24](index=24&type=chunk) - The Company estimates a possible decrease of up to **$228 million** in total gross unrecognized tax benefits within the next 12 months due to expected resolution of U.S. federal income tax matters[27](index=27&type=chunk) - The European Commission is investigating whether the Netherlands breached State Aid rules when granting certain tax rulings to the Company, which the Company believes is without merit[28](index=28&type=chunk) [NOTE 5 Stock-Based Compensation](index=12&type=section&id=NOTE%205%20Stock-Based%20Compensation) | Compensation Type | Q1 FY26 (Millions) | Q1 FY25 (Millions) | | :------------------------ | :----------------- | :----------------- | | Stock options | $76 | $71 | | ESPPs | $15 | $13 | | Restricted stock and units | $94 | $99 | | TOTAL | $185 | $183 | - Unrecognized compensation costs from stock options totaled **$309 million**, with a weighted average remaining period of **2.4 years**[32](index=32&type=chunk) - Unrecognized compensation costs from restricted stock and restricted stock units totaled **$522 million**, with a weighted average remaining period of **2.3 years**[33](index=33&type=chunk) [NOTE 6 Earnings Per Share](index=13&type=section&id=NOTE%206%20Earnings%20Per%20Share) | Metric | Q1 FY26 | Q1 FY25 | Change (%) | | :-------------------------------- | :------ | :------ | :--------- | | Net income available to common stockholders | $727 | $1,051 | -31% | | Basic EPS | $0.49 | $0.70 | -30% | | Diluted EPS | $0.49 | $0.70 | -30% | - The computation of diluted earnings per common share excluded an estimated **68.3 million shares** for Q1 FY26 because the awards were assumed to be anti-dilutive[34](index=34&type=chunk) [NOTE 7 Risk Management and Derivatives](index=14&type=section&id=NOTE%207%20Risk%20Management%20and%20Derivatives) - The total notional amount of outstanding foreign currency derivatives designated as cash flow hedges was approximately **$18.5 billion** as of August 31, 2025, compared to $18.4 billion as of May 31, 2025[42](index=42&type=chunk) - Approximately **$183 million** of deferred net losses (net of tax) on cash flow hedges are expected to be reclassified to Net income during the next 12 months[42](index=42&type=chunk) - The total notional amount of outstanding interest rate swap contracts designated as fair value hedges was **$2.4 billion** as of August 31, 2025 and May 31, 2025[43](index=43&type=chunk) - The total notional amount of outstanding undesignated derivative instruments was **$4.1 billion** as of August 31, 2025, compared to $4.0 billion as of May 31, 2025[44](index=44&type=chunk) [NOTE 8 Accumulated Other Comprehensive Income (Loss)](index=16&type=section&id=NOTE%208%20Accumulated%20Other%20Comprehensive%20Income%20(Loss)) | Component | Aug 31, 2025 (Millions) | May 31, 2025 (Millions) | | :-------------------------------- | :---------------------- | :---------------------- | | Foreign currency translation adjustment | $20 | $(114) | | Net cash flow hedges | $(393) | $(207) | | Net investment hedges | $115 | $115 | | Other | $(50) | $(52) | | TOTAL | $(308) | $(258) | [NOTE 9 Revenues](index=17&type=section&id=NOTE%209%20Revenues) Revenues by Product Line and Distribution Channel (Q1 FY26) | Revenue Type (Q1 FY26) | Amount (Millions) | | :--------------------- | :---------------- | | Footwear | $7,731 | | Apparel | $3,324 | | Equipment | $638 | | Sales to Wholesale Customers | $7,034 | | Sales through Direct to Consumer | $4,659 | | TOTAL REVENUES | $11,720 | Revenues by Product Line and Distribution Channel (Q1 FY25) | Revenue Type (Q1 FY25) | Amount (Millions) | | :--------------------- | :---------------- | | Footwear | $7,898 | | Apparel | $3,049 | | Equipment | $615 | | Sales to Wholesale Customers | $6,685 | | Sales through Direct to Consumer | $4,877 | | TOTAL REVENUES | $11,589 | [NOTE 10 Segment Information](index=18&type=section&id=NOTE%2010%20Segment%20Information) Revenues by Segment (Q1 FY26) | Segment | Amount (Millions) | | :------------------------- | :---------------- | | North America | $5,020 | | Europe, Middle East & Africa | $3,331 | | Greater China | $1,512 | | Asia Pacific & Latin America | $1,490 | | Global Brand Divisions | $9 | | Converse | $366 | | Corporate | $(8) | | TOTAL NIKE, INC. REVENUES | $11,720 | EBIT by Segment (Q1 FY26) | Segment | Amount (Millions) | | :--------------------- | :---------------- | | North America | $1,134 | | Europe, Middle East & Africa | $735 | | Greater China | $377 | | Asia Pacific & Latin America | $350 | | Global Brand Divisions | $(1,192) | | Converse | $39 | | Corporate | $(539) | | TOTAL NIKE, INC. EBIT | $904 | Inventories by Segment (August 31, 2025) | Inventories (Aug 31, 2025) | Amount (Millions) | | :------------------------- | :---------------- | | North America | $3,524 | | Europe, Middle East & Africa | $2,128 | | Greater China | $1,097 | | Asia Pacific & Latin America | $1,066 | | Global Brand Divisions | $142 | | Converse | $247 | | Corporate | $(90) | | TOTAL NIKE, INC. INVENTORIES | $8,114 | [NOTE 11 Commitments and Contingencies](index=20&type=section&id=NOTE%2011%20Commitments%20and%20Contingencies) - The Company is disputing claims from Belgian Customs for alleged underpaid duties related to products imported beginning in fiscal 2018[65](index=65&type=chunk) - The potential loss from the Belgian Customs claim is currently unestimable, but an adverse resolution could have a material adverse effect on the Company's results of operations, financial position, and cash flows[65](index=65&type=chunk) [NOTE 12 Supplier Finance Programs](index=20&type=section&id=NOTE%2012%20Supplier%20Finance%20Programs) - Outstanding supplier obligations confirmed under voluntary supplier finance programs increased to **$1,314 million** as of August 31, 2025, from $1,101 million as of May 31, 2025[66](index=66&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides an overview of NIKE's business, financial highlights, and detailed analysis of operating results, liquidity, and capital [OVERVIEW](index=21&type=section&id=OVERVIEW) - NIKE is the largest seller of athletic footwear and apparel in the world, selling products through NIKE Direct and wholesale channels[67](index=67&type=chunk) - The company's strategy is to achieve sustainable, profitable long-term revenue growth by leading with sport, creating innovative products, building deep consumer connections, and delivering compelling consumer experiences through digital platforms and retail[68](index=68&type=chunk) [QUARTERLY FINANCIAL HIGHLIGHTS](index=21&type=section&id=QUARTERLY%20FINANCIAL%20HIGHLIGHTS) Q1 FY26 Financial Highlights | Metric | Q1 FY26 (Billions) | Q1 FY25 (Billions) | Change (%) | | :--------------------- | :----------------- | :----------------- | :--------- | | Total Revenues | $11.7 | $11.6 | 1% | | NIKE Direct revenues | $4.5 | $4.7 | -4% | | NIKE Brand wholesale revenues | $6.8 | $6.4 | 7% | | Gross margin | 42.2% | 45.4% | -320 bps | | Inventories (Aug 31) | $8.1 | $7.489 (May 31) | 8% (QoQ) | - Gross margin decreased **320 basis points** due to higher discounts with wholesale partners, higher discounts in NIKE Brand factory stores, an increase in product costs (including new tariffs), and changes in channel mix[71](index=71&type=chunk) - The company returned approximately **$0.7 billion** to shareholders in Q1 FY26 through dividends and share repurchases[71](index=71&type=chunk) - New tariffs are expected to result in a gross incremental cost of approximately **$1.5 billion** on an annualized basis, with a negative impact on gross margin for fiscal 2026[70](index=70&type=chunk) - Strategic actions include reducing the supply of certain footwear, repositioning NIKE Brand Digital as a full-price platform, reinvesting in wholesale distribution, and increasing investment in demand creation[72](index=72&type=chunk) [USE OF NON-GAAP FINANCIAL MEASURES](index=22&type=section&id=USE%20OF%20NON-GAAP%20FINANCIAL%20MEASURES) Earnings Before Interest and Taxes (EBIT) | Metric | Q1 FY26 (Millions) | Q1 FY25 (Millions) | Change (%) | | :-------------------------- | :----------------- | :----------------- | :--------- | | Net income | $727 | $1,051 | -31% | | Add: Interest expense (income), net | $(18) | $(43) | 58.1% | | Add: Income tax expense | $195 | $256 | -23.8% | | EARNINGS BEFORE INTEREST AND TAXES | $904 | $1,264 | -28.5% | | EBIT MARGIN | 7.7% | 10.9% | -320 bps | - Currency-neutral revenues are calculated using actual exchange rates from the comparative prior year period to exclude the impact of foreign currency exchange rate fluctuations[75](index=75&type=chunk) [COMPARABLE STORE SALES](index=22&type=section&id=COMPARABLE%20STORE%20SALES) - Comparable store sales, a key metric, exclude NIKE Brand Digital sales and comprise revenues from NIKE-owned in-line and factory stores that have been open at least one year, with square footage changes of no more than 15% and no permanent repositioning within the past year[76](index=76&type=chunk) [RESULTS OF OPERATIONS](index=23&type=section&id=RESULTS%20OF%20OPERATIONS) This section details consolidated operating results for Q1 FY26 vs Q1 FY25, highlighting decreased net income and diluted EPS due to gross margin contraction [CONSOLIDATED OPERATING RESULTS](index=23&type=section&id=CONSOLIDATED%20OPERATING%20RESULTS) | Metric | Q1 FY26 (Millions) | Q1 FY25 (Millions) | Change (%) | | :----------------------------- | :----------------- | :----------------- | :--------- | | Revenues | $11,720 | $11,589 | 1% | | Cost of sales | $6,777 | $6,332 | 7% | | Gross profit | $4,943 | $5,257 | -6% | | Gross margin | 42.2% | 45.4% | -320 bps | | Income before income taxes | $922 | $1,307 | -29% | | NET INCOME | $727 | $1,051 | -31% | | Diluted earnings per common share | $0.49 | $0.70 | -30% | [REVENUES](index=23&type=section&id=REVENUES) NIKE, Inc. Revenues (Q1 FY26 vs Q1 FY25) | Revenue Type | Reported Change (%) | Currency-Neutral Change (%) | | :-------------------------------- | :------------------ | :-------------------------- | | TOTAL NIKE, INC. REVENUES | 1% | -1% | | TOTAL NIKE BRAND REVENUES | 2% | 0% | | NIKE Brand Footwear | -1% | -2% | | NIKE Brand Apparel | 9% | 7% | | NIKE Brand Equipment | 4% | 3% | | Converse | -27% | -28% | | NIKE Brand Wholesale Revenues | 7% | 5% | | NIKE Direct Revenues | -4% | -5% | | NIKE Brand Digital Sales | -12% | -12% | [GROSS MARGIN](index=24&type=section&id=GROSS%20MARGIN) | Metric | Q1 FY26 | Q1 FY25 | Change (bps) | | :----------- | :------ | :------ | :----------- | | Gross margin | 42.2% | 45.4% | -320 | - Consolidated gross margin decreased by **320 basis points**, primarily due to lower NIKE Brand average selling price (approx. 250 bps), higher NIKE Brand product costs (approx. 100 bps), and lower gross margin from Converse (approx. 30 bps)[83](index=83&type=chunk) - The decrease was partially offset by lower warehousing and logistics costs (approx. 50 bps increase) and favorable changes in net foreign currency exchange rates (approx. 30 bps increase)[83](index=83&type=chunk) [TOTAL SELLING AND ADMINISTRATIVE EXPENSE](index=25&type=section&id=TOTAL%20SELLING%20AND%20ADMINISTRATIVE%20EXPENSE) | Expense Type | Q1 FY26 (Millions) | Q1 FY25 (Millions) | Change (%) | | :-------------------------------- | :----------------- | :----------------- | :--------- | | Demand creation expense | $1,188 | $1,226 | -3% | | Operating overhead expense | $2,828 | $2,822 | 0% | | Total selling and administrative expense | $4,016 | $4,048 | -1% | | % of revenues | 34.3% | 34.9% | -60 bps | - Demand creation expense decreased **3%** due to lower brand marketing expense, partially offset by higher sports marketing expense and unfavorable changes in foreign currency exchange rates[86](index=86&type=chunk) - Operating overhead expense was flat due to higher wage-related expense and unfavorable changes in foreign currency exchange rates, offset by lower other administrative costs[87](index=87&type=chunk) [OTHER (INCOME) EXPENSE, NET](index=25&type=section&id=OTHER%20(INCOME)%20EXPENSE,%20NET) | Metric | Q1 FY26 (Millions) | Q1 FY25 (Millions) | | :------------------------ | :----------------- | :----------------- | | Other (income) expense, net | $23 (expense) | $(55) (income) | - The shift from income to expense was primarily due to a net unfavorable change in foreign currency conversion gains and losses, including hedges[89](index=89&type=chunk) [INCOME TAXES](index=25&type=section&id=INCOME%20TAXES) | Metric | Q1 FY26 | Q1 FY25 | Change (bps) | | :---------------- | :------ | :------ | :----------- | | Effective tax rate | 21.1% | 19.6% | 150 | - The increase in the effective tax rate was primarily due to decreased benefits from stock-based compensation[91](index=91&type=chunk) [SEGMENT INFORMATION](index=26&type=section&id=SEGMENT%20INFORMATION) This section details revenues and EBIT by operating segment, highlighting varying regional performance with growth in North America and EMEA, and declines in other regions Revenues by Segment (Q1 FY26 vs Q1 FY25) | Segment | Q1 FY26 (Millions) | Q1 FY25 (Millions) | Reported Change (%) | Currency-Neutral Change (%) | | :------------------------- | :----------------- | :----------------- | :------------------ | :-------------------------- | | North America | $5,020 | $4,826 | 4% | 4% | | Europe, Middle East & Africa | $3,331 | $3,143 | 6% | 1% | | Greater China | $1,512 | $1,666 | -9% | -10% | | Asia Pacific & Latin America | $1,490 | $1,462 | 2% | 1% | | Global Brand Divisions | $9 | $14 | -36% | -39% | | TOTAL NIKE BRAND | $11,362 | $11,111 | 2% | 0% | | Converse | $366 | $501 | -27% | -28% | | Corporate | $(8) | $(23) | — | — | | TOTAL NIKE, INC. REVENUES | $11,720 | $11,589 | 1% | -1% | EBIT by Segment (Q1 FY26 vs Q1 FY25) | Segment | Q1 FY26 (Millions) | Q1 FY25 (Millions) | Change (%) | | :-------------------------------- | :----------------- | :----------------- | :--------- | | North America | $1,134 | $1,216 | -7% | | Europe, Middle East & Africa | $735 | $792 | -7% | | Greater China | $377 | $502 | -25% | | Asia Pacific & Latin America | $350 | $402 | -13% | | Global Brand Divisions | $(1,192) | $(1,227) | 3% | | TOTAL NIKE BRAND | $1,404 | $1,685 | -17% | | Converse | $39 | $121 | -68% | | Corporate | $(539) | $(542) | 1% | | TOTAL NIKE, INC. EARNINGS BEFORE INTEREST AND TAXES | $904 | $1,264 | -28% | | EBIT margin | 7.7% | 10.9% | -320 bps | [NORTH AMERICA](index=27&type=section&id=NORTH%20AMERICA) North America Segment Performance (Q1 FY26 vs Q1 FY25) | Metric | Q1 FY26 (Millions) | Q1 FY25 (Millions) | Reported Change (%) | Currency-Neutral Change (%) | | :--------------------- | :----------------- | :----------------- | :------------------ | :-------------------------- | | TOTAL REVENUES | $5,020 | $4,826 | 4% | 4% | | Sales to Wholesale Customers | $2,736 | $2,475 | 11% | 11% | | Sales through NIKE Direct | $2,284 | $2,351 | -3% | -3% | | EBIT | $1,134 | $1,216 | -7% | | | Gross margin | 42.3% | 45.6% | -330 bps | | - North America footwear revenues were flat on a currency-neutral basis, with unit sales increasing **5%** but average selling price (ASP) decreasing approximately **5%** due to channel mix and higher discounts[96](index=96&type=chunk) - North America apparel revenues increased **11%** on a currency-neutral basis, with unit sales increasing **16%** but ASP decreasing approximately **5%** due to channel mix and higher discounts[96](index=96&type=chunk) - Gross margin contraction of **330 basis points** was primarily due to new tariffs and lower ASP, partially offset by lower warehousing and logistics costs[96](index=96&type=chunk) [EUROPE, MIDDLE EAST & AFRICA](index=28&type=section&id=EUROPE,%20MIDDLE%20EAST%20%26%20AFRICA) EMEA Segment Performance (Q1 FY26 vs Q1 FY25) | Metric | Q1 FY26 (Millions) | Q1 FY25 (Millions) | Reported Change (%) | Currency-Neutral Change (%) | | :--------------------- | :----------------- | :----------------- | :------------------ | :-------------------------- | | TOTAL REVENUES | $3,331 | $3,143 | 6% | 1% | | Sales to Wholesale Customers | $2,261 | $2,074 | 9% | 4% | | Sales through NIKE Direct | $1,070 | $1,069 | 0% | -6% | | EBIT | $735 | $792 | -7% | | | Gross margin | 43.0% | 46.1% | -310 bps | | - EMEA footwear revenues decreased **2%** on a currency-neutral basis, with unit sales increasing **4%** but ASP decreasing approximately **6%** due to higher discounts and channel mix[98](index=98&type=chunk) - EMEA apparel revenues increased **6%** on a currency-neutral basis, with unit sales increasing **8%** but ASP decreasing approximately **2%** due to higher discounts[98](index=98&type=chunk) - Gross margin contraction of **310 basis points** was primarily due to higher product costs and lower ASP, partially offset by lower warehousing and logistics costs[98](index=98&type=chunk) [GREATER CHINA](index=29&type=section&id=GREATER%20CHINA) Greater China Segment Performance (Q1 FY26 vs Q1 FY25) | Metric | Q1 FY26 (Millions) | Q1 FY25 (Millions) | Reported Change (%) | Currency-Neutral Change (%) | | :--------------------- | :----------------- | :----------------- | :------------------ | :-------------------------- | | TOTAL REVENUES | $1,512 | $1,666 | -9% | -10% | | Sales to Wholesale Customers | $893 | $971 | -8% | -9% | | Sales through NIKE Direct | $619 | $695 | -11% | -12% | | EBIT | $377 | $502 | -25% | | | Gross margin | 47.2% | 48.7% | -150 bps | | - Greater China footwear revenues decreased **12%** on a currency-neutral basis, with unit sales decreasing **11%** and ASP decreasing approximately **1%** due to higher discounts and channel mix[100](index=100&type=chunk) - Greater China apparel revenues were flat on a currency-neutral basis, with unit sales decreasing **2%** but ASP increasing approximately **2%** due to product mix[100](index=100&type=chunk) - Gross margin contraction of **150 basis points** was primarily due to higher product costs, driven by product mix[100](index=100&type=chunk) [ASIA PACIFIC & LATIN AMERICA](index=30&type=section&id=ASIA%20PACIFIC%20%26%20LATIN%20AMERICA) APLA Segment Performance (Q1 FY26 vs Q1 FY25) | Metric | Q1 FY26 (Millions) | Q1 FY25 (Millions) | Reported Change (%) | Currency-Neutral Change (%) | | :--------------------- | :----------------- | :----------------- | :------------------ | :-------------------------- | | TOTAL REVENUES | $1,490 | $1,462 | 2% | 1% | | Sales to Wholesale Customers | $949 | $890 | 7% | 6% | | Sales through NIKE Direct | $541 | $572 | -5% | -6% | | EBIT | $350 | $402 | -13% | | | Gross margin | 43.8% | 46.5% | -270 bps | | - APLA footwear revenues were flat on a currency-neutral basis, with unit sales increasing **5%** but ASP decreasing approximately **5%** due to product mix, channel mix, and higher discounts[102](index=102&type=chunk) - APLA apparel revenues increased **5%** on a currency-neutral basis, with unit sales increasing **10%** but ASP decreasing approximately **5%** due to higher discounts and channel mix[102](index=102&type=chunk) - Gross margin contraction of approximately **270 basis points** was primarily due to lower ASP and unfavorable changes in standard foreign currency exchange rates[102](index=102&type=chunk) [GLOBAL BRAND DIVISIONS](index=31&type=section&id=GLOBAL%20BRAND%20DIVISIONS) Global Brand Divisions Performance (Q1 FY26 vs Q1 FY25) | Metric | Q1 FY26 (Millions) | Q1 FY25 (Millions) | Change (%) | | :------------------------------ | :----------------- | :----------------- | :--------- | | Revenues | $9 | $14 | -36% | | EARNINGS (LOSS) BEFORE INTEREST AND TAXES | $(1,192) | $(1,227) | 3% | | Demand creation expense | $203 | $242 | -16% | | Operating overhead expense | $831 | $846 | -2% | - The decrease in loss before interest and taxes was primarily due to lower demand creation expense (down **16%**) and lower operating overhead expense (down **2%**)[104](index=104&type=chunk) [CONVERSE](index=31&type=section&id=CONVERSE) Converse Segment Performance (Q1 FY26 vs Q1 FY25) | Metric | Q1 FY26 (Millions) | Q1 FY25 (Millions) | Reported Change (%) | Currency-Neutral Change (%) | | :--------------------- | :----------------- | :----------------- | :------------------ | :-------------------------- | | TOTAL REVENUES | $366 | $501 | -27% | -28% | | Sales to Wholesale Customers | $195 | $275 | -29% | -31% | | Sales through Direct to Consumer | $145 | $190 | -24% | -25% | | EBIT | $39 | $121 | -68% | | | Gross margin | 47.3% | 53.5% | -620 bps | | - Converse unit sales decreased **22%**, while lower average selling price reduced revenues by approximately **6 percentage points** due to higher discounts and product mix[109](index=109&type=chunk) - Gross margin contraction of approximately **620 basis points** was primarily due to lower ASP and higher warehousing and logistics costs[109](index=109&type=chunk) [CORPORATE](index=32&type=section&id=CORPORATE) Corporate Segment Performance (Q1 FY26 vs Q1 FY25) | Metric | Q1 FY26 (Millions) | Q1 FY25 (Millions) | Change ($) | | :-------------------------------- | :----------------- | :----------------- | :--------- | | EARNINGS (LOSS) BEFORE INTEREST AND TAXES | $(539) | $(542) | $3 | - Corporate's loss before interest and taxes decreased by **$3 million**, primarily due to a favorable change of **$20 million** in Operating overhead expense and a favorable change of **$17 million** in net foreign currency gains and losses related to standard rate differences[110](index=110&type=chunk) - This was partially offset by an unfavorable change of **$37 million** related to the remeasurement of monetary assets and liabilities denominated in non-functional currencies[110](index=110&type=chunk) [FOREIGN CURRENCY EXPOSURES AND HEDGING PRACTICES](index=33&type=section&id=FOREIGN%20CURRENCY%20EXPOSURES%20AND%20HEDGING%20PRACTICES) This section outlines NIKE's foreign currency exchange rate risks and strategies for managing them through a centralized hedging program, distinguishing transactional and translational exposures [OVERVIEW](index=33&type=section&id=OVERVIEW) - NIKE manages global foreign exchange risk centrally on a portfolio basis to address material risks[112](index=112&type=chunk) - The hedging policy is designed to partially or entirely offset the impact of exchange rate changes on underlying net exposures, delaying their impact on financial statements[112](index=112&type=chunk) [TRANSACTIONAL EXPOSURES](index=33&type=section&id=TRANSACTIONAL%20EXPOSURES) - Significant transactional foreign currency exposures include product costs (non-functional currency purchases), non-functional currency denominated external sales (e.g., European operations), other costs (e.g., endorsement contracts), and non-functional currency denominated monetary assets and liabilities subject to remeasurement[116](index=116&type=chunk) [MANAGING TRANSACTIONAL EXPOSURES](index=33&type=section&id=MANAGING%20TRANSACTIONAL%20EXPOSURES) - Transactional exposures are managed on a portfolio basis, utilizing natural offsets and currency correlations, and may involve currency forward and option contracts designated as cash flow hedges[114](index=114&type=chunk) - Changes in fair value of certain undesignated currency forward contracts, used to manage foreign exchange exposure of non-functional currency denominated monetary assets and liabilities, are recognized in Other (income) expense, net[115](index=115&type=chunk) [TRANSLATIONAL EXPOSURES](index=34&type=section&id=TRANSLATIONAL%20EXPOSURES) - Foreign exchange rate fluctuations had a favorable impact of approximately **$213 million** on consolidated Revenues for the three months ended August 31, 2025[117](index=117&type=chunk) - Foreign exchange rate fluctuations had a favorable impact of approximately **$54 million** on Income before income taxes for the three months ended August 31, 2025[117](index=117&type=chunk) [MANAGING TRANSLATIONAL EXPOSURES](index=34&type=section&id=MANAGING%20TRANSLATIONAL%20EXPOSURES) - To minimize translational impact, foreign subsidiaries purchase U.S. Dollar denominated available-for-sale investments, and the company uses forward contracts and/or options as cash flow hedges[118](index=118&type=chunk) - The combination of translation of foreign currency-denominated profits and year-over-year change in foreign currency related gains and losses had a favorable impact of approximately **$17 million** on Income before income taxes for Q1 FY26[119](index=119&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=34&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section reviews the company's cash flow activities and capital resources, noting decreased operating cash flow and lower investing/financing outflows [CASH FLOW ACTIVITY](index=34&type=section&id=CASH%20FLOW%20ACTIVITY) Cash Flow Activity (Q1 FY26 vs Q1 FY25) | Cash Flow Activity | Q1 FY26 (Millions) | Q1 FY25 (Millions) | Change ($) | | :------------------------------------ | :----------------- | :----------------- | :--------- | | Cash provided (used) by operations | $222 | $394 | $(172) | | Cash provided (used) by investing activities | $(59) | $(166) | $107 | | Cash provided (used) by financing activities | $(598) | $(1,622) | $1,024 | | NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | $(440) | $(1,375) | $935 | - Cash provided by operations decreased by **$172 million**, driven by a decrease in Net income and changes in working capital[120](index=120&type=chunk) - The company purchased **1.8 million shares** of Class B Common Stock for **$123 million** in Q1 FY26, moderating and ultimately stopping repurchases due to lower operating cash flows[122](index=122&type=chunk) [CAPITAL RESOURCES](index=35&type=section&id=CAPITAL%20RESOURCES) - A shelf registration statement filed on July 17, 2025, permits the company to issue an unlimited amount of securities until July 17, 2028[123](index=123&type=chunk) - The company holds long-term debt ratings of **A+** from Standard and Poor's Corporation and **A1** from Moody's Investor Services[124](index=124&type=chunk) - As of August 31, 2025, no amounts were outstanding under committed credit facilities or the **$3 billion** commercial paper program[124](index=124&type=chunk)[125](index=125&type=chunk) - Cash and equivalents and Short-term investments totaled **$8.6 billion** as of August 31, 2025[127](index=127&type=chunk) - The company believes existing cash, investments, and cash generated by operations, along with access to external funds, will be sufficient to meet capital needs for the next twelve months and beyond[128](index=128&type=chunk) [OFF-BALANCE SHEET ARRANGEMENTS](index=35&type=section&id=OFF-BALANCE%20SHEET%20ARRANGEMENTS) - As of August 31, 2025, the company did not have any off-balance sheet arrangements that are reasonably likely to have a material effect on its current or future financial condition, results of operations, liquidity, capital expenditures, or capital resources[129](index=129&type=chunk) [RECENT ACCOUNTING PRONOUNCEMENTS](index=36&type=section&id=RECENT%20ACCOUNTING%20PRONOUNCEMENTS) - Refer to Note 1 — Summary of Significant Accounting Policies for details on recently adopted and issued accounting standards[130](index=130&type=chunk) [CRITICAL ACCOUNTING ESTIMATES](index=36&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES) - The preparation of financial statements requires estimates and judgments that affect reported amounts, with critical accounting estimates having the greatest potential impact on the unaudited condensed consolidated financial statements[131](index=131&type=chunk) - The company is not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported for its critical accounting estimates[132](index=132&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures about Market Risk](index=37&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section confirms no material changes in the company's quantitative and qualitative market risk disclosures from the prior Annual Report on Form 10-K - There have been no material changes in market risk disclosures from the information previously reported in the Annual Report on Form 10-K for the fiscal year ended May 31, 2025[133](index=133&type=chunk) [ITEM 4. Controls and Procedures](index=37&type=section&id=ITEM%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures as of August 31, 2025, with no material changes in internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level as of August 31, 2025[135](index=135&type=chunk) - There have been no material changes in the company's internal control over financial reporting during the most recent fiscal quarter[136](index=136&type=chunk) [SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND ANALYST REPORTS](index=38&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS%20AND%20ANALYST%20REPORTS) This section provides a cautionary statement on forward-looking statements, outlining risks and uncertainties, and clarifies the company's policy against confirming analyst forecasts - Forward-looking statements involve risks and uncertainties, including intense competition, innovation, demographic changes, consumer preferences, global business risks (exchange rates, tariffs, political instability), IT systems, sustainability, operating results fluctuations, costs, intellectual property, and litigation, which may cause actual results to differ materially[137](index=137&type=chunk) - NIKE has a policy against confirming financial forecasts or projections issued by securities analysts and does not disclose material non-public information to them[138](index=138&type=chunk) [PART II - OTHER INFORMATION](index=39&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [ITEM 1. Legal Proceedings](index=39&type=section&id=ITEM%201.%20Legal%20Proceedings) This section refers to Note 11 — Commitments and Contingencies for details on legal proceedings - Refer to Note 11 — Commitments and Contingencies for details on legal proceedings[139](index=139&type=chunk) [ITEM 1A. Risk Factors](index=39&type=section&id=ITEM%201A.%20Risk%20Factors) This section confirms no material changes in the company's risk factors from those disclosed in the prior Annual Report on Form 10-K - There have been no material changes in the company's risk factors from those disclosed in Part I, Item 1A of its Annual Report on Form 10-K for the fiscal year ended May 31, 2025[140](index=140&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's share repurchase activity under its $18 billion program, including Q1 FY26 repurchases and remaining authorization Summary of Share Repurchases (Q1 FY26) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :--------------------- | :------------------------------- | :--------------------------- | | June 1 - June 30, 2025 | 1,028,990 | $63.14 | | July 1 - July 31, 2025 | 780,281 | $74.86 | | August 1 - August 31, 2025 | — | — | | Total | 1,809,271 | $68.20 | - As of August 31, 2025, approximately **$5,866 million** remained authorized under the four-year, $18 billion share repurchase program[142](index=142&type=chunk) [ITEM 5. Other Information](index=41&type=section&id=ITEM%205.%20Other%20Information) This section confirms that no directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 FY26 - None of the company's directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the fiscal quarter ended August 31, 2025[143](index=143&type=chunk) [ITEM 6. Exhibits](index=42&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed with the 10-Q report, including corporate governance documents, CEO/CFO certifications, and XBRL documents - Exhibits include Restated Articles of Incorporation, Sixth Amended and Restated Bylaws, Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer, Section 1350 Certifications, and Inline XBRL documents[144](index=144&type=chunk) [Signatures](index=43&type=section&id=Signatures) This section confirms the official signing of the report on behalf of NIKE, Inc. by its Chief Financial Officer and Authorized Officer - The report was signed by Matthew Friend, Chief Financial Officer and Authorized Officer of NIKE, Inc., on October 1, 2025[146](index=146&type=chunk)

Exhibit 99.1 EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS | | | June 30, | | December 31, | | --- | --- | --- | --- | --- | | | | 2025 | | 2024 | | ASSETS | | | | | | CURRENT ASSETS | | | | | | Cash | $ | 176,584 | $ | 237,605 | | Accounts receivable, net | | 426,688 | | 146,174 | | Inventories | | 116,845 | | 128,977 | | Other receivables | | 50,841 | | 4,596 | | Other receivable, related party | | 20,698 | | 19,497 | | Prepaid expenses and other current ass ...

PART I [ITEM 1. FINANCIAL STATEMENTS](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Presents Conagra Brands' unaudited Q1 FY26 and Q1 FY25 consolidated financial statements and detailed notes [Unaudited Condensed Consolidated Statements of Earnings](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Earnings) | Metric (in millions) | Thirteen Weeks Ended August 24, 2025 | Thirteen Weeks Ended August 25, 2024 | Change (%) | | :------------------- | :----------------------------------- | :----------------------------------- | :--------- | | Net sales | $2,632.6 | $2,794.9 | (5.8%) | | Gross profit | $640.6 | $739.3 | (13.4%) | | Operating profit | $347.4 | $401.6 | (13.5%) | | Net income | $164.5 | $466.9 | (64.8%) | | Diluted EPS | $0.34 | $0.97 | (64.9%) | [Unaudited Condensed Consolidated Statements of Comprehensive Income](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) This section details Conagra Brands' comprehensive income, including net income and other comprehensive income components | Metric (in millions) | Thirteen Weeks Ended August 24, 2025 | Thirteen Weeks Ended August 25, 2024 | Change (%) | | :------------------- | :----------------------------------- | :----------------------------------- | :--------- | | Net income | $164.5 | $466.9 | (64.8%) | | Comprehensive income | $164.9 | $524.3 | (68.6%) | - Unrealized currency translation gains shifted from a loss of **$19.3 million** in Q1 FY25 to a gain of **$1.1 million** in Q1 FY26[11](index=11&type=chunk) [Unaudited Condensed Consolidated Balance Sheets](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) This section presents Conagra Brands' financial position, including assets, liabilities, and equity, as of August 24, 2025, and May 25, 2025 | Metric (in millions) | August 24, 2025 | May 25, 2025 | Change (%) | | :------------------- | :-------------- | :----------- | :--------- | | Cash and cash equivalents | $698.1 | $68.0 | 926.6% | | Inventories | $2,258.2 | $2,048.3 | 10.2% | | Total current assets | $3,840.1 | $3,071.0 | 24.9% | | Total assets | $21,172.8 | $20,933.9 | 1.1% | | Total current liabilities | $3,629.6 | $4,317.0 | (15.9%) | | Senior long-term debt | $7,222.6 | $6,234.1 | 15.9% | | Total liabilities | $12,257.0 | $12,001.2 | 2.1% | | Total stockholders' equity | $8,915.8 | $8,932.7 | (0.2%) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section outlines Conagra Brands' cash inflows and outflows from operating, investing, and financing activities for Q1 FY26 and Q1 FY25 | Metric (in millions) | Thirteen Weeks Ended August 24, 2025 | Thirteen Weeks Ended August 25, 2024 | Change (%) | | :------------------- | :----------------------------------- | :----------------------------------- | :--------- | | Net cash flows from operating activities | $120.6 | $268.6 | (55.1%) | | Net cash flows from investing activities | $502.0 | $(286.3) | 275.3% | | Net cash flows from financing activities | $7.2 | $70.1 | (89.7%) | | Net change in cash and cash equivalents | $630.1 | $51.0 | 1135.5% | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements [1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=8&type=section&id=1.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) The Company's financial statements are prepared in accordance with U.S. GAAP, with no significant changes to accounting policies from the prior fiscal year - No significant changes to accounting policies from the prior fiscal year were reported[18](index=18&type=chunk) - The FASB issued **ASU 2023-09** (Improvements to Income Tax Disclosures), **ASU 2024-03** (Disaggregation of Income Statement Expenses), and **ASU 2025-06** (Intangibles – Goodwill and Other – Internal-Use Software), which the Company is analyzing for impact and plans to adopt in fiscal **2026**, **2027**, and **2028**, respectively[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) [2. ACQUISITIONS](index=8&type=section&id=2.%20ACQUISITIONS) In Q1 FY25, Conagra Brands completed two acquisitions: a contract manufacturer and Sweetwood Smoke & Co., resulting in significant goodwill allocations - In July 2024, Conagra acquired the manufacturing operations of an existing contract manufacturer for **$51.2 million**, with approximately **$46.3 million** classified as goodwill[22](index=22&type=chunk) - In August 2024, the Company acquired Sweetwood Smoke & Co. for **$179.4 million**, allocating approximately **$130.0 million** to goodwill and **$61.3 million** to intangible assets[23](index=23&type=chunk) - Goodwill from these acquisitions is primarily attributable to anticipated synergies, future growth opportunities, and other non-separately recognized intangibles, with results included in the Grocery & Snacks segment[24](index=24&type=chunk)[25](index=25&type=chunk) [3. DIVESTITURES AND ASSETS HELD FOR SALE](index=10&type=section&id=3.%20DIVESTITURES%20AND%20ASSETS%20HELD%20FOR%20SALE) Conagra Brands completed the sale of its Chef Boyardee® business and frozen fish business in Q1 FY26, recognizing a net gain on divestitures - Completed the sale of Chef Boyardee® business for net proceeds of **$601.2 million**, recognizing a gain of **$42.8 million**[26](index=26&type=chunk) - Completed the sale of the frozen fish business (Van De Kamp's® and Mrs. Paul's® brands) for net proceeds of **$42.4 million**, recognizing a loss of **$0.4 million**[28](index=28&type=chunk) - In Q1 FY25, sold **51.8%** ownership in Agro Tech Foods Limited (ATFL) for **$76.8 million**, recognizing a loss of **$2.3 million** and releasing **$79.8 million** in currency translation losses[30](index=30&type=chunk) [4. RESTRUCTURING ACTIVITIES](index=12&type=section&id=4.%20RESTRUCTURING%20ACTIVITIES) Conagra Brands continued its restructuring plan to improve SG&A effectiveness and supply chain optimization, recognizing **$4.4 million** in charges during Q1 FY26 - The Conagra Restructuring Plan, aimed at improving SG&A effectiveness and supply chain optimization, has approved **$349.0 million** in costs since fiscal 2019, with **$325.6 million** recognized cumulatively[34](index=34&type=chunk) | Expense Category (in millions) | Q1 Fiscal 2026 Charges | | :----------------------------- | :--------------------- | | Total cost of goods sold | $0.7 | | Total SG&A | $3.7 | | **Total** | **$4.4** | - As of August 24, 2025, the balance of liabilities recorded for the restructuring plan was **$13.8 million**[36](index=36&type=chunk) [5. DEBT AND REVOLVING CREDIT FACILITY](index=12&type=section&id=5.%20DEBT%20AND%20REVOLVING%20CREDIT%20FACILITY) In Q1 FY26, Conagra issued **$1.0 billion** in senior unsecured notes and prepaid **$500 million** in term loans, reducing net interest expense - Issued **$500.0 million** of **5.00%** senior unsecured notes due August 1, 2030, and **$500.0 million** of **5.75%** senior unsecured notes due August 1, 2035[37](index=37&type=chunk) - Prepaid **$500.0 million** in aggregate principal amount of unsecured term loans using divestiture proceeds and new note issuances[38](index=38&type=chunk)[39](index=39&type=chunk) | Metric (in millions) | Thirteen Weeks Ended August 24, 2025 | Thirteen Weeks Ended August 25, 2024 | Change (%) | | :------------------- | :----------------------------------- | :----------------------------------- | :--------- | | Net interest expense | $93.8 | $105.8 | (11.4%) | [6. FINANCING ARRANGEMENTS](index=14&type=section&id=6.%20FINANCING%20ARRANGEMENTS)

[Information Regarding Forward-Looking Statements](index=4&type=section&id=INFORMATION%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section provides a cautionary statement regarding forward-looking statements, noting actual results may differ due to risks and the company undertakes no obligation to update - Forward-looking statements are identified by words such as **'believe'**, **'may'**, **'will'**, **'estimate'**, **'continue'**, **'anticipate'**, **'design'**, **'intend'**, **'expect'** or their negatives [10](index=10&type=chunk) - Key areas include **liquidity**, **strategic direction**, **potential strategic transactions**, **economic conditions**, **market development**, **capital financing proceeds**, **regulatory compliance**, and **future revenue and expenses** [13](index=13&type=chunk) - The company does not guarantee future results and undertakes **no obligation to update or revise** any forward-looking statement [12](index=12&type=chunk) [Note Regarding Trademarks](index=5&type=section&id=NOTE%20REGARDING%20TRADEMARKS) This section clarifies the company's ownership of 'OpGen' and other trademarks, noting that third-party trademarks do not imply endorsement - **OpGen, Inc.** owns various U.S. federal trademark registrations and applications, including **'OpGen'** [15](index=15&type=chunk) - References to other companies' trademarks do not imply a relationship with, or **endorsement or sponsorship** by, those companies [15](index=15&type=chunk) [PART I. Financial Information](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part presents the company's unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Item 1. Unaudited Condensed Consolidated Financial Statements](index=6&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents the company's unaudited condensed consolidated financial statements for the period ended March 31, 2025, with comparative periods and explanatory notes [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets and stockholders' equity decreased from December 31, 2024, to March 31, 2025, primarily due to reduced cash and prepaid expenses Balance Sheet Summary | Metric | March 31, 2025 ($) | December 31, 2024 ($) | Change ($) | % Change | | :-------------------------------- | :------------- | :---------------- | :----- | :------- | | Cash and cash equivalents | $1,112,781 | $1,310,653 | $(197,872) | -15.10% | | Total current assets | $2,238,516 | $2,649,227 | $(410,711) | -15.50% | | Total assets | $9,418,517 | $9,862,698 | $(444,181) | -4.50% | | Total current liabilities | $563,487 | $634,181 | $(70,694) | -11.15% | | Total liabilities | $2,364,314 | $2,482,070 | $(117,756) | -4.74% | | Total stockholders' equity | $7,054,203 | $7,380,628 | $(326,425) | -4.42% | [Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20(Loss)%20Income) The company reported no revenue and a net loss for Q1 2025, a significant decline from Q1 2024 which included a large gain on impairment adjustment Statements of Operations Summary | Metric | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 (As Restated) ($) | Change ($) | % Change | | :-------------------------------------- | :-------------------------------- | :---------------------------------------------- | :----- | :------- | | Total revenue | $0 | $168,149 | $(168,149) | -100.00% | | Total operating expenses | $522,846 | $1,913,464 | $(1,390,618) | -72.67% | | Operating loss | $(522,846) | $(1,745,315) | $1,222,469 | -70.04% | | Total other income (expense) | $114,713 | $2,033,282 | $(1,918,569) | -94.36% | | Net (loss) income | $(408,133) | $287,967 | $(696,099) | -241.73% | | Basic (Loss) Earnings Per Share | $(0.04) | $0.16 | $(0.20) | -125.00% | | Diluted (Loss) Earnings Per Share | $(0.04) | $0.15 | $(0.19) | -126.67% | [Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Deficit)) Stockholders' equity decreased from December 31, 2024, to March 31, 2025, primarily due to a net loss, partially offset by stock compensation expense Stockholders' Equity Summary | Metric | December 31, 2024 ($) | March 31, 2025 ($) | Change ($) | | :-------------------------- | :---------------- | :------------- | :----- | | Common Stock Amount | $100,708 | $100,713 | $5 | | Additional Paid-in Capital | $300,780,440 | $300,862,143 | $81,703 | | Accumulated Deficit | $(293,500,522) | $(293,908,655) | $(408,133) | | Total Stockholders' Equity | $7,380,628 | $7,054,203 | $(326,425) | - Stock compensation expense contributed **$81,708** to additional paid-in capital during the three months ended March 31, 2025 [20](index=20&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For Q1 2025, the company used **$197,872** in operating activities due to its net loss, with no investing or financing cash flows, contrasting with Q1 2024 Cash Flow Summary | Cash Flow Activity | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 (As Restated) ($) | Change ($) | | :------------------------------------ | :-------------------------------- | :---------------------------------------------- | :----- | | Net cash used in operating activities | $(197,872) | $(1,084,050) | $886,178 | | Net cash used in investing activities | $0 | $0 | $0 | | Net cash provided by financing activities | $0 | $199,720 | $(199,720) | | **Net decrease in cash, cash equivalents and restricted cash** | **$(197,872)** | **$(884,330)** | **$686,458** | - Cash, cash equivalents, and restricted cash decreased from **$1,612,915** at the beginning of the period to **$1,415,043** at the end [23](index=23&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed disclosures for the financial statements, covering organizational changes, going concern, accounting policies, and subsequent events [Note 1 – Organization](index=10&type=section&id=Note%201%20%E2%80%93%20Organization) OpGen transitioned from precision medicine to financial services after subsidiary insolvencies, forming CapForce for new business lines - OpGen transitioned from a precision medicine company to a financial services and technology company after its subsidiaries, Curetis and Ares Genetics, filed for insolvency in **November 2023** [26](index=26&type=chunk)[29](index=29&type=chunk) - In **March 2024**, David E. Lazar was appointed Chairman and CEO, followed by AEI Capital Ltd. acquiring his Series E Preferred Stock and becoming the controlling stockholder in **July/August 2024** [27](index=27&type=chunk)[28](index=28&type=chunk) - The company formed CapForce International Holdings Ltd. to launch new business lines in **listing sponsorship**, **consultancy services**, and **financial technology** [29](index=29&type=chunk) [Note 2 – Going Concern and Management's Plans](index=11&type=section&id=Note%202%20%E2%80%93%20Going%20Concern%20and%20Management's%20Plans) Despite significant losses and going concern doubts, management plans to fund operations for over 12 months through existing cash and

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This section provides unaudited consolidated financial information, including statements, notes, and management's analysis [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited consolidated financial statements and notes for periods ended August 31, 2025 and 2024 [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) This section presents the company's financial position, detailing assets, liabilities, and stockholders' equity Consolidated Balance Sheets (in thousands) | Metric | August 31, 2025 (in thousands) | November 30, 2024 (in thousands) | | :-------------------------- | :----------------------------- | :------------------------------- | | Total assets | $31,683,202 | $30,274,479 | | Total current assets | $22,577,914 | $21,324,696 | | Cash and cash equivalents | $874,350 | $1,059,378 | | Accounts receivable, net | $10,925,068 | $10,341,625 | | Inventories | $9,137,505 | $8,287,048 | | Total liabilities | $23,229,401 | $22,239,045 | | Total current liabilities | $18,880,734 | $17,221,235 | | Borrowings, current | $1,194,794 | $171,092 | | Accounts payable | $15,651,286 | $15,084,107 | | Total stockholders' equity | $8,453,801 | $8,035,434 | - Total assets increased by approximately **$1.4 billion** from November 30, 2024, to August 31, 2025, driven by increases in accounts receivable and inventories[10](index=10&type=chunk) - Current borrowings significantly increased from **$171.1 million** to **$1.19 billion**[10](index=10&type=chunk) [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) This section details the company's revenues, expenses, and net income over specific periods Consolidated Statements of Operations (in thousands) | Metric (in thousands) | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :---------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Revenue | $15,650,924 | $14,684,712 | $45,128,946 | $42,607,873 | | Gross profit | $1,129,853 | $961,048 | $3,174,232 | $2,940,361 | | Operating income | $383,657 | $302,879 | $1,016,255 | $869,399 | | Net income | $226,795 | $178,556 | $579,253 | $494,289 | | Basic EPS | $2.76 | $2.09 | $6.95 | $5.70 | | Diluted EPS | $2.74 | $2.08 | $6.92 | $5.67 | - For the three months ended August 31, 2025, revenue increased by **6.6%** YoY, gross profit by **17.6%** YoY, operating income by **26.7%** YoY, and net income by **27.0%** YoY[12](index=12&type=chunk) - Diluted EPS increased from **$2.08** to **$2.74** YoY[12](index=12&type=chunk) - For the nine months ended August 31, 2025, revenue increased by **5.9%** YoY, gross profit by **8.0%** YoY, operating income by **16.9%** YoY, and net income by **17.2%** YoY[12](index=12&type=chunk) - Diluted EPS increased from **$5.67** to **$6.92** YoY[12](index=12&type=chunk) [Consolidated Statements of Comprehensive Income](index=6&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) This section presents net income and other comprehensive income components, showing total equity changes Consolidated Statements of Comprehensive Income (in thousands) | Metric (in thousands) | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :---------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income | $226,795 | $178,556 | $579,253 | $494,289 | | Other comprehensive income | $69,491 | $100,043 | $312,054 | $55,007 | | Comprehensive income | $296,286 | $278,599 | $891,307 | $549,296 | - Comprehensive income for the three months ended August 31, 2025, increased to **$296.3 million** from **$278.6 million** in the prior year, primarily driven by higher net income, despite a decrease in other comprehensive income[15](index=15&type=chunk) - For the nine months ended August 31, 2025, comprehensive income significantly increased to **$891.3 million** from **$549.3 million** in the prior year, largely due to a substantial increase in foreign currency translation adjustments and other comprehensive income[15](index=15&type=chunk) [Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Stockholders%27%20Equity) This section outlines changes in the company's equity, including retained earnings and treasury stock Consolidated Statements of Stockholders' Equity (in thousands) | Metric (in thousands) | August 31, 2025 | August 31, 2024 | | :---------------------- | :-------------- | :-------------- | | Total Stockholders' equity, ending balance | $8,453,801 | $8,164,083 | | Treasury stock, ending balance | $(1,895,564) | $(1,436,868) |\n| Retained earnings, ending balance | $3,224,616 | $2,595,005 | | Cash dividends declared per share | $0.44 | $0.40 | - Total stockholders' equity increased to **$8.45 billion** as of August 31, 2025, from **$8.16 billion** in the prior year, primarily due to higher retained earnings and other comprehensive income, partially offset by increased treasury stock repurchases[18](index=18&type=chunk) - Cash dividends declared per share increased from **$0.40** to **$0.44** for the three months ended August 31, 2025, and from **$1.20** to **$1.32** for the nine months ended August 31, 2025[18](index=18&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section reports cash inflows and outflows from operating, investing, and financing activities Consolidated Statements of Cash Flows (in thousands) | Metric (in thousands) | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :---------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $71,326 | $655,783 | | Net cash used in investing activities | $(176,757) | $(181,573) | | Net cash used in financing activities | $(185,964) | $(655,436) | | Net decrease in cash and cash equivalents | $(185,028) | $(179,853) | | Cash and cash equivalents at end of period | $874,350 | $853,923 | - Net cash provided by operating activities significantly decreased to **$71.3 million** for the nine months ended August 31, 2025, from **$655.8 million** in the prior year, primarily due to changes in accounts receivable and accounts payable[21](index=21&type=chunk) - Net cash used in financing activities decreased to **$186.0 million** from **$655.4 million**, mainly due to increased net borrowings and a decrease in share repurchases[21](index=21&type=chunk) [Notes to the Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the consolidated financial statements [NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION](index=9&type=section&id=NOTE%201%E2%80%94ORGANIZATION%20AND%20BASIS%20OF%20PRESENTATION) This note describes the company's global operations and the basis for its interim financial statements - TD SYNNEX Corporation is a global IT distributor and solutions aggregator, operating in three reportable segments: the Americas, Europe, and Asia-Pacific and Japan (APJ)[22](index=22&type=chunk) - The interim unaudited Consolidated Financial Statements are prepared in accordance with SEC rules and GAAP, reflecting all necessary adjustments for fair presentation[24](index=24&type=chunk) [NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=9&type=section&id=NOTE%202%E2%80%94SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines key accounting principles, estimates, and new accounting standards - The Company's financial statements rely on management estimates and assumptions, which are regularly evaluated based on historical experience and reasonable forecasts[27](index=27&type=chunk) - Credit risk concentration exists in cash, accounts receivable, receivables from vendors, and derivative instruments, managed through credit evaluations and allowances for expected credit losses[28](index=28&type=chunk)[30](index=30&type=chunk)[32](index=32&type=chunk) Revenue from Key Vendors (as a percent of consolidated revenue) | Vendor | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :---------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Apple, Inc. | 11 % | 11 % | 12 % | 12 % | | HP Inc. | 10 % | N/A | 10 % | N/A | - The Company experiences seasonality with slightly higher sales in the first and fourth fiscal quarters due to capital budgeting and purchasing cycles[34](index=34&type=chunk) - Revenue is primarily generated from IT product sales, recognized when control transfers to customers (shipment/delivery), and presented net of taxes and estimated returns/discounts[36](index=36&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) - New accounting standards (ASU 2023-07, 2023-09, 2024-03, 2025-05, 2025-06) are being evaluated for their impact on segment disclosures, income tax disclosures, expense disaggregation, credit loss estimation, and internal-use software capitalization, with effective dates ranging from fiscal year 2025 to 2029[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) [NOTE 3—ACQUISITION, INTEGRATION AND RESTRUCTURING COSTS](index=13&type=section&id=NOTE%203%E2%80%94ACQUISITION%20%2C%20INTEGRATION%20AND%20RESTRUCTURING%20COSTS) This note details costs associated with acquisitions, integration, and restructuring efforts - Acquisition, integration, and restructuring costs for the nine months ended August 31, 2025, totaled **$4.03 million**, significantly down from **$70.19 million** in the prior year, primarily due to the completion of Merger-related activities[12](index=12&type=chunk)[48](index=48&type=chunk) - On July 1, 2025, TD SYNNEX acquired Apptium Technologies, LLC for approximately **$111.8 million**, recording **$74.9 million** in goodwill and **$36.3 million** in intangible assets, as a strategic investment in its technology solutions orchestration[49](index=49&type=chunk)[50](index=50&type=chunk) - The Merger-related acquisition, integration, and restructuring activities were completed in the first half of fiscal year 2024, incurring **$64.38 million** in costs for the nine months ended August 31, 2024, including professional services, personnel, long-lived asset charges, and voluntary severance program costs[52](index=52&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) [NOTE 4—SHARE-BASED COMPENSATION](index=14&type=section&id=NOTE%204%E2%80%94SHARE-BASED%20COMPENSATION) This note provides information on the company's share-based compensation plans and expense recognition Share-Based Awards Activity (shares in thousands) | Metric | Stock options (as of Aug 31, 2025) | RSAs and RSUs (as of Aug 31, 2025) | | :-------------------------- | :--------------------------------- | :--------------------------------- | | Balances as of Nov 30, 2024 | 482 | 1,252 | | Exercised/Granted | (158) | 153 | | Vested | - | (233) | | Cancelled | - | (43) | | Balances as of Aug 31, 2025 | 324 | 1,117 | - Share-based compensation expense decreased to **$12.4 million** for the three months ended August 31, 2025, from **$16.2 million** in the prior year, and to **$46.2 million** for the nine months, from **$47.1 million** in the prior year[58](index=58&type=chunk) [NOTE 5—STOCKHOLDERS' EQUITY](index=15&type=section&id=NOTE%205%E2%80%94STOCKHOLDERS%27%20EQUITY) This note details changes in stockholders' equity, including share repurchases and dividends - The Board of Directors authorized a new **$2.0 billion** share repurchase program in March 2024, supplementing the prior program, with **$1.4 billion** available for future repurchases as of August 31, 2025[59](index=59&type=chunk)[60](index=60&type=chunk) Common Share Repurchase Activity (Nine Months Ended August 31, 2025) | Metric | Shares (in thousands) | Weighted-average price per share | | :---------------------------------------------- | :-------------------- | :------------------------------- | | Treasury stock balance as of November 30, 2024 | 15,289 | $98.96 | | Shares repurchased under share repurchase program | 3,316 | $127.58 | | Shares repurchased for tax withholdings | 75 | $123.81 | | Shares reissued for employee benefit plans | (534) | $100.35 | | Treasury stock balance as of August 31, 2025 | 18,146 | $104.46 | - A quarterly cash dividend of **$0.44** per common share was declared on September 25, 2025, payable on October 31, 2025[61](index=61&type=chunk) [NOTE 6—EARNINGS PER COMMON SHARE](index=16&type=section&id=NOTE%206%E2%80%94EARNINGS%20PER%20COMMON%20SHARE) This note presents the calculation of basic and diluted earnings per common share for the reported periods Earnings Per Common Share (EPS) | Metric (in thousands, except per share) | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income attributable to common stockholders | $224,759 | $176,927 | $573,975 | $489,818 | | Basic EPS | $2.76 | $2.09 | $6.95 | $5.70 | | Diluted EPS | $2.74 | $2.08 | $6.92 | $5.67 | | Weighted-average common shares outstanding (diluted) | 81,901 | 84,937 | 82,928 | 86,323 | - Diluted EPS increased by **31.7%** for the three months ended August 31, 2025, and by **22.0%** for the nine months ended August 31, 2025, compared to the prior year periods[62](index=62&type=chunk) [NOTE 7—BALANCE SHEET COMPONENTS](index=17&type=section&id=NOTE%207%E2%80%94BALANCE%20SHEET%20COMPONENTS) This note provides disaggregated information for key balance sheet accounts Accounts Receivable, Net (in thousands) | Metric | August 31, 2025 | November 30, 2024 | | :------------------------ | :-------------- | :---------------- | | Accounts receivable | $11,024,521 | $10,443,290 | | Less: Allowance for doubtful accounts | $(99,453) | $(101,665) | | Accounts receivable, net | $10,925,068 | $10,341,625 | Allowance for Doubtful Trade Receivables (in thousands) | Metric | Amount | | :---------------------------------------------------- | :-------------- | | Balance as of November 30, 2024 | $101,665 | | Additions | $21,707 | | Write-offs, recoveries, reclassifications and foreign exchange translation | $(23,919) | | Balance as of August 31, 2025 | $99,453 | Accumulated Other Comprehensive Loss (AOCI), Net of Taxes (in thousands) | Component | Balance as of Nov 30, 2024 | Other comprehensive (loss) income before reclassification | Reclassification of losses from AOCI into income | Balance as of Aug 31, 2025 | | :------------------------------------------------ | :------------------------- | :-------------------------------------------------------- | :----------------------------------------------- | :------------------------- | | Unrealized (losses) gains on cash flow hedges, net of taxes | $(110) | $(2,414) | $2,086 | $(438) | | Foreign currency translation adjustment and other, net of taxes | $(645,007) | $312,382 | — | $(332,625) | | Total | $(645,117) | $309,968 | $2,086 | $(333,063) | [NOTE 8—DERIVATIVE INSTRUMENTS](index=17&type=section&id=NOTE%208%E2%80%94DERIVATIVE%20INSTRUMENTS) This note describes the company's use of derivative instruments to manage foreign currency and interest rate risks - The Company uses derivative instruments, such as forward contracts, options, and swaps, to manage exposure to foreign currency and interest rate risks, but not for trading or speculative purposes[66](index=66&type=chunk)[67](index=67&type=chunk) - Cash flow hedges are used for forecasted sales, inventory purchases, and operating expenses, with gains/losses recorded in AOCI until the hedged item impacts earnings[68](index=68&type=chunk)[69](index=69&type=chunk) - Net investment hedges are used to offset foreign currency risk in euro-denominated foreign operations, with gains/losses recorded in AOCI until sale or liquidation of underlying assets[70](index=70&type=chunk) Fair Values of Derivative Instruments (in thousands) | Derivative Type | Balance Sheet Line Item | August 31, 2025 | November 30, 2024 | | :-------------------------------------------------- | :-------------------------- | :-------------- | :---------------- | | Forward foreign currency exchange contracts (not designated) | Other current assets | $5,552 | $11,863 | | | Other accrued liabilities | $9,137 | $8,096 | | Forward foreign currency exchange contracts (cash flow hedges) | Other current assets | $183 | — | | | Other current liabilities | $241 | — | | Forward foreign currency exchange contracts (net investment hedges) | Other accrued liabilities | $31,004 | $91 | | | Other long-term liabilities | $20,301 | $7,889 | | Foreign currency exchange collar contracts (net investment hedges) | Other long-term liabilities | $6,173 | — | Effect of Derivative Instruments on Consolidated Statements of Operations (in thousands, before taxes) | Derivative Type | Location of Gains (Losses) in Income | Three Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2025 | | :-------------------------------------------------- | :----------------------------------- | :------------------------------ | :----------------------------- | | Not designated as hedging instruments | Cost of revenue | $(8,787) | $(56,191) | | | Other income (expense), net | $2,653 | $41 | | Cash flow hedges (losses recognized in OCI) | OCI | $(1,099) | $(2,725) | | Cash flow hedges (reclassified from AOCI) | Revenue | $(1,744) | $(1,744) | | Net investment hedges (losses recognized in OCI) | OCI | $(11,387) | $(53,839) | | Net investment hedges (gains recognized in income) | Interest expense and finance charges, net | $2,548 | $7,625 | [NOTE 9—FAIR VALUE MEASUREMENTS](index=21&type=section&id=NOTE%209%E2%80%94FAIR%20VALUE%20MEASUREMENTS) This note explains the fair value hierarchy and measurement techniques used for financial instruments - The Company classifies fair value measurements into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[78](index=78&type=chunk)[79](index=79&type=chunk) - All derivative instruments are classified as Level 2[79](index=79&type=chunk) Fair Value Measurement Categories (in thousands) | Instrument Type | Total (Aug 31, 2025) | Level 1 (Aug 31, 2025) | Level 2 (Aug 31, 2025) | Level 3 (Aug 31, 2025) | | :-------------------------------------------------- | :------------------- | :--------------------- | :--------------------- | :--------------------- | | Assets: Forward foreign currency exchange contracts not designated as hedges | $5,552 | — | $5,552 | — | | Assets: Forward foreign currency exchange contracts designated as cash flow hedges | $183 | — | $183 | — | | Liabilities: Forward foreign currency exchange contracts not designated as hedges | $9,137 | — | $9,137 | — | | Liabilities: Forward foreign currency exchange contracts designated as net investment hedges | $51,305 | — | $51,305 | — | | Liabilities: Foreign currency exchange collar contracts designated as net investment hedges | $6,173 | — | $6,173 | — | - The fair values of forward exchange contracts and foreign currency exchange collar contracts are measured using observable market data, such as spot and forward rates, discount rates, and implied volatility[80](index=80&type=chunk) [NOTE 10—BORROWINGS](index=22&type=section&id=NOTE%2010%E2%80%94BORROWINGS) This note details the company's debt structure, including borrowings, credit facilities, and covenants Borrowings (in thousands) | Borrowing Type | August 31, 2025 | November 30, 2024 | | :------------------------------------------------- | :-------------- | :---------------- | | Borrowings, current | $1,194,794 | $171,092 | | Long-term borrowings | $3,044,048 | $3,736,399 | | Total TD SYNNEX Senior Notes in long-term debt | $1,700,000 | $2,400,000 | | Total term loans | $1,331,250 | $1,331,250 | - Current borrowings significantly increased to **$1.19 billion** as of August 31, 2025, from **$171.1 million** at November 30, 2024, primarily due to the reclassification of TD SYNNEX 1.750% Senior Notes due August 9, 2026, to current[83](index=83&type=chunk) - The Company has a U.S. accounts receivable securitization program with a maximum borrowing capacity of **$1.5 billion**, maturing in November 2026, with no amounts outstanding as of August 31, 2025[84](index=84&type=chunk) - The TD SYNNEX Revolving Credit Facility has an aggregate principal amount of **$3.5 billion**, maturing on April 16, 2029, with **$245.0 million** outstanding at an interest rate of **5.71%** as of August 31, 2025[85](index=85&type=chunk) - The TD SYNNEX Term Loan has **$581.3 million** outstanding, maturing on September 1, 2026, and the 2024 Term Loan has **$750.0 million** outstanding, maturing on September 1, 2027[87](index=87&type=chunk)[89](index=89&type=chunk) - The Company issued **$600.0 million** of 2034 Senior Notes on April 12, 2024, using proceeds to repay **$700.0 million** of 2024 Senior Notes[91](index=91&type=chunk) - As of August 31, 2025, the Company was in compliance with all material financial covenants for its credit facilities[97](index=97&type=chunk) [NOTE 11 – SUPPLIER FINANCE PROGRAMS](index=26&type=section&id=NOTE%2011%20%E2%80%93%20SUPPLIER%20FINANCE%20PROGRAMS) This note describes the company's participation in supplier finance programs and outstanding obligations - The Company participates in Supplier Finance Programs, allowing vendors to sell their receivables to third-party financial institutions, which generally provides the Company with more favorable payment terms[98](index=98&type=chunk) - As of August 31, 2025, obligations outstanding under these programs totaled **$2.9 billion**, included in 'Accounts payable' on the Consolidated Balance Sheets, down from **$3.2 billion** at November 30, 2024[98](index=98&type=chunk) [NOTE 12—SEGMENT INFORMATION](index=26&type=section&id=NOTE%2012%E2%80%94SEGMENT%20INFORMATION) This note provides financial data broken down by the company's operating segments: Americas, Europe, and APJ Segment Revenue and Operating Income (in thousands) | Segment | Three Months Ended Aug 31, 2025 Revenue | Three Months Ended Aug 31, 2025 Operating Income | Nine Months Ended Aug 31, 2025 Revenue | Nine Months Ended Aug 31, 2025 Operating Income | | :-------- | :-------------------------------------- | :----------------------------------------------- | :------------------------------------- | :---------------------------------------------- | | Americas | $9,267,939 | $283,647 | $26,666,472 | $730,015 | | Europe | $5,174,835 | $70,419 | $15,202,597 | $206,623 | | APJ | $1,208,150 | $29,591 | $3,259,877 | $79,617 | | Consolidated | $15,650,924 | $383,657 | $45,128,946 | $1,016,255 | - All segments (Americas, Europe, APJ) reported revenue and operating income growth for both the three and nine months ended August 31, 2025, compared to the prior year[99](index=99&type=chunk) [NOTE 13—COMMITMENTS AND CONTINGENCIES](index=27&type=section&id=NOTE%2013%E2%80%94COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's contingent liabilities, including inventory financing and legal proceedings - The Company has inventory financing facilities with financial institutions for customers, with contingent repurchase obligations in case of default, but believes the likelihood of material loss is remote based on insignificant historical repurchases[100](index=100&type=chunk) - The French appeals court reduced a fine related to an anticompetitive agreement with Apple from **€76.1 million** to **€24.9 million**, which the Company paid[101](index=101&type=chunk) - A related civil lawsuit by eBizcuss was dismissed in the Company's favor, with an appeal pending, but the Company believes material loss is remote[101](index=101&type=chunk) - The Company is subject to various claims in the ordinary course of business but does not believe these commitments and contingencies will have a material adverse effect on its financial results[102](index=102&type=chunk)[103](index=103&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition, operations, and liquidity [Overview](index=28&type=section&id=Overview) This section provides an overview of TD SYNNEX's business, vision, and strategic imperatives - TD SYNNEX is a Fortune 100 global IT distributor and solutions aggregator, playing a critical role in bringing technology products from leading vendors to market and helping customers create solutions[109](index=109&type=chunk) - The company's vision is to be the vital solutions aggregator and orchestrator connecting the IT ecosystem, driven by digital transformation and the migration to cloud computing[110](index=110&type=chunk) - Strategic imperatives include expanding portfolio reach, targeting new customer groups with personalized solutions, growing addressable market through vendor relationships, diversifying offerings (e.g., hyperscale infrastructure), and accelerating investment in services[111](index=111&type=chunk)[114](index=114&type=chunk) - Offerings are grouped into Endpoint Solutions (personal computing, mobile, printers) and Advanced Solutions (hybrid cloud, security, storage, networking, servers, software, hyperscale infrastructure via Hyve business)[112](index=112&type=chunk) [Economic and Industry Trends](index=30&type=section&id=Economic%20and%20Industry%20Trends) This section discusses the impact of end-market demand, economic conditions, and industry trends - The company's performance is highly dependent on end-market demand for IT products, influenced by new product introductions, replacement cycles, cloud computing, AI trends, and overall economic conditions[115](index=115&type=chunk) - A challenging economic environment, characterized by inflation, elevated interest rates, market volatility, and geopolitical developments, may lead to declines in the IT industry or increased price-based competition[115](index=115&type=chunk) - The systems design and integration solutions business is particularly sensitive to demand for cloud infrastructure and the dynamics of key customers and suppliers[115](index=115&type=chunk) [Acquisitions](index=30&type=section&id=Acquisitions) This section details the company's strategic acquisition activities - TD SYNNEX pursues strategic acquisitions to complement and expand existing capabilities, acquire new OEM relationships, enhance supply chain and integration, and expand geographic footprint[116](index=116&type=chunk) - On July 1, 2025, the Company acquired Apptium Technologies, LLC for approximately **$111.8 million**, a strategic investment in its cloud commerce platform and technology solutions orchestration strategy[117](index=117&type=chunk) - The Merger with Tech Data Corporation was completed on September 1, 2021, for **$1.6 billion** in cash and **44 million** shares of common stock valued at approximately **$5.6 billion**[118](index=118&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, including revenue, gross profit, and net income Consolidated Statements of Operations Data (as percentages of total revenue) | Metric | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Revenue | 100.00 % | 100.00 % | 100.00 % | 100.00 % | | Gross profit | 7.22 % | 6.54 % | 7.03 % | 6.90 % | | Selling, general and administrative expenses | (4.75)% | (4.48)% | (4.77)% | (4.70)% | | Operating income | 2.45 % | 2.06 % | 2.25 % | 2.04 % | | Net income | 1.45 % | 1.22 % | 1.28 % | 1.16 % | - The company uses non-GAAP financial measures, including adjusted selling, general and administrative expenses, non-GAAP operating income/margin, non-GAAP net income, and non-GAAP diluted EPS, to provide a clearer view of underlying business performance by excluding acquisition, integration, restructuring costs, intangible asset amortization, and share-based compensation[120](index=120&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk) [Revenue](index=32&type=section&id=Revenue) This section analyzes the company's revenue performance, including consolidated and segment growth Revenue and Revenue in Constant Currency (in thousands) | Segment | Period | Revenue (Actual) | Revenue (Constant Currency) | Percent Change (Actual) | Percent Change (Constant Currency) | | :----------- | :------------------------------ | :--------------- | :-------------------------- | :---------------------- | :--------------------------------- | | Consolidated | Three Months Ended Aug 31, 2025 | $15,650,924 | $15,335,249 | 6.6 % | 4.4 % | | Consolidated | Nine Months Ended Aug 31, 2025 | $45,128,946 | $44,982,394 | 5.9 % | 5.6 % | | Americas | Three Months Ended Aug 31, 2025 | $9,267,939 | $9,270,032 | 2.0 % | 2.0 % | | Americas | Nine Months Ended Aug 31, 2025 | $26,666,472 | $26,772,989 | 4.4 % | 4.8 % | | Europe | Three Months Ended Aug 31, 2025 | $5,174,835 | $4,868,519 | 12.7 % | 6.0 % | | Europe | Nine Months Ended Aug 31, 2025 | $15,202,597 | $14,952,698 | 7.6 % | 5.8 % | | APJ | Three Months Ended Aug 31, 2025 | $1,208,150 | $1,196,698 | 20.4 % | 19.2 % | | APJ | Nine Months Ended Aug 31, 2025 | $3,259,877 | $3,256,707 | 11.6 % | 11.5 % | - Consolidated revenue increased by **$1.0 billion** (**6.6%**) for the three months and **$2.5 billion** (**5.9%**) for the nine months ended August 31, 2025, driven by growth in both Advanced Solutions and Endpoint Solutions portfolios, partially offset by a higher percentage of net-basis sales[126](index=126&type=chunk)[127](index=127&type=chunk) - Foreign currency fluctuations, primarily the strengthening of the euro against the U.S. dollar, had a negative impact on consolidated revenue, reducing it by **$315.7 million** for the three months and **$146.6 million** for the nine months[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) [Gross Profit](index=34&type=section&id=Gross%20Profit) This section examines changes in gross profit and gross margin, highlighting profitability factors Gross Profit & Gross Margin - Consolidated (in thousands) | Metric | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :---------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Gross profit | $1,129,853 | $961,048 | $3,174,232 | $2,940,361 | | Gross margin | 7.22 % | 6.54 % | 7.03 % | 6.90 % | - Gross profit increased by **17.6%** for the three months and **8.0%** for the nine months ended August 31, 2025, primarily due to increased revenue and gross margin expansion[135](index=135&type=chunk)[137](index=137&type=chunk) - Gross margin increased by **68 basis points** (to **7.22%**) for the three months and **13 basis points** (to **7.03%**) for the nine months, positively impacted by the presentation of additional revenues on a net basis and margin expansion in the Endpoint Solutions portfolio[134](index=134&type=chunk)[136](index=136&type=chunk)[138](index=138&type=chunk) [Selling, General and Administrative ("SG&A") Expenses](index=34&type=section&id=Selling%2C%20General%20and%20Administrative%20%28%22SG%26A%22%29%20Expenses) This section analyzes trends in selling, general, and administrative expenses SG&A Expenses (in thousands) | Metric | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Selling, general and administrative expenses | $743,892 | $657,513 | $2,153,947 | $2,000,772 | | Adjusted selling, general and administrative expenses | $654,924 | $568,164 | $1,886,479 | $1,734,867 | | SG&A expenses as a percent of gross profit | 65.8 % | 68.4 % | 67.9 % | 68.0 % | | Adjusted SG&A expenses as a percent of gross profit | 58.0 % | 59.1 % | 59.4 % | 59.0 % | - SG&A expenses and adjusted SG&A expenses increased primarily due to higher personnel costs for both the three and nine months ended August 31, 2025[141](index=141&type=chunk)[142](index=142&type=chunk) - SG&A expenses as a percentage of gross profit decreased for the three months due to gross profit growth exceeding the increase in SG&A expenses, while remaining relatively consistent for the nine months[141](index=141&type=chunk)[142](index=142&type=chunk) [Acquisition, Integration and Restructuring Costs](index=35&type=section&id=Acquisition%2C%20Integration%20and%20Restructuring%20Costs) This section details the costs incurred for acquisition, integration, and restructuring activities - Acquisition, integration, and restructuring costs for the nine months ended August 31, 2025, were **$4.03 million**, a significant decrease from **$70.19 million** in the prior year, primarily due to the completion of Merger-related activities[119](index=119&type=chunk)[143](index=143&type=chunk) - Costs for the three and nine months ended August 31, 2025, included **$1.3 million** related to the Apptium acquisition[143](index=143&type=chunk) Merger-Related Acquisition and Integration Expenses (Nine Months Ended August 31, 2024, in thousands) | Expense Category | Amount | | :-------------------------------------- | :------- | | Professional services costs | $16,456 | | Personnel and other costs | $15,279 | | Long-lived assets charges and termination fees | $22,533 | | Voluntary severance program costs | $10,113 | | Total | $64,381 | [Operating Income](index=36&type=section&id=Operating%20Income) This section analyzes the company's operating income and margin performance Consolidated Operating Income & Operating Margin (in thousands) | Metric | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :---------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Operating income | $383,657 | $302,879 | $1,016,255 | $869,399 | | Non-GAAP operating income | $474,929 | $392,884 | $1,287,753 | $1,205,494 | | Operating margin | 2.45 % | 2.06 % | 2.25 % | 2.04 % | | Non-GAAP operating margin | 3.03 % | 2.68 % | 2.85 % | 2.83 % | - Consolidated operating income increased by **26.7%** for the three months and **16.9%** for the nine months ended August 31, 2025, driven by revenue growth and gross margin expansion, along with lower acquisition, integration, and restructuring costs for the nine-month period[148](index=148&type=chunk)[149](index=149&type=chunk) - Americas operating income increased by **28.4%** for the three months and **23.8%** for the nine months, benefiting from growth in both Advanced and Endpoint Solutions and increased gross margin[151](index=151&type=chunk)[152](index=152&type=chunk)[154](index=154&type=chunk) - Europe operating income increased by **22.6%** for the three months and **3.3%** for the nine months, primarily due to increased revenue and decreased acquisition, integration, and restructuring costs for the nine-month period[158](index=158&type=chunk)[160](index=160&type=chunk) - APJ operating income increased by **20.5%** for the three months, driven by revenue growth, while remaining relatively consistent for the nine months[163](index=163&type=chunk)[164](index=164&type=chunk) [Interest Expense and Finance Charges, Net](index=39&type=section&id=Interest%20Expense%20and%20Finance%20Charges%2C%20Net) This section examines changes in interest expense and finance charges, net, and their drivers Interest Expense and Finance Charges, Net (in thousands) | Metric | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Interest expense and finance charges, net | $91,188 | $80,447 | $269,050 | $233,039 | | Percentage of revenue | 0.59 % | 0.55 % | 0.60 % | 0.54 % | - Interest expense and finance charges, net, increased by **13.4%** for the three months and **15.5%** for the nine months ended August 31, 2025[165](index=165&type=chunk) - The increase for the three months was driven by higher short-term borrowings and increased costs from accounts receivable sales[166](index=166&type=chunk) - For the nine months, it was due to higher short-term borrowings and average interest rates on Senior Notes, partially offset by lower accounts receivable discount fees[167](index=167&type=chunk) [Other Income (Expense), Net](index=39&type=section&id=Other%20Income%20%28Expense%29%2C%20Net) This section details other non-operating income and expenses, including hedging costs Other Income (Expense), Net (in thousands) | Metric | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :-------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Other income (expense), net | $792 | $(1,518) | $(983) | $(7,493) | | Percentage of revenue | 0.01 % | (0.01)% | — % | (0.02)% | - Other income (expense), net, improved by **$2.31 million** for the three months and **$6.51 million** for the nine months ended August 31, 2025, primarily due to decreased hedging costs[168](index=168&type=chunk)[169](index=169&type=chunk) [Provision for Income Taxes](index=40&type=section&id=Provision%20for%20Income%20Taxes) This section analyzes the company's income tax provision and effective tax rate Provision for Income Taxes (in thousands) | Metric | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :-------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Provision for income taxes | $66,466 | $42,358 | $166,969 | $134,578 | | Percentage of income before income taxes | 22.66 % | 19.17 % | 22.38 % | 21.40 % | - Income tax expense increased by **56.9%** for the three months and **24.1%** for the nine months ended August 31, 2025, due to higher income and a higher effective tax rate[170](index=170&type=chunk)[172](index=172&type=chunk) - The effective tax rate increased primarily due to fewer favorable discrete items in the prior year and changes in the mix of earnings across taxing jurisdictions[172](index=172&type=chunk) - The recently enacted One Big Beautiful Bill Act (OBBBA) in the U.S. is not anticipated to have a material impact on the effective tax rate, with key provisions beginning in fiscal year 2026[171](index=171&type=chunk) [Net Income and Diluted EPS](index=40&type=section&id=Net%20Income%20and%20Diluted%20EPS) This section presents the company's net income and diluted earnings per share, including non-GAAP adjustments Non-GAAP Net Income - Consolidated (in thousands) | Metric | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net Income | $226,795 | $178,556 | $579,253 | $494,289 | | Non-GAAP net income | $296,244 | $245,439 | $784,132 | $748,523 | Non-GAAP Diluted EPS | Metric | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Diluted EPS | $2.74 | $2.08 | $6.92 | $5.67 | | Non-GAAP diluted EPS | $3.58 | $2.86 | $9.37 | $8.59 | - Non-GAAP diluted EPS increased by **25.2%** to **$3.58** for the three months and by **9.1%** to **$9.37** for the nine months ended August 31, 2025, reflecting adjustments for acquisition, integration, restructuring costs, amortization of intangibles, and share-based compensation[173](index=173&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash flow, working capital, debt, and capital allocation - The business is working capital intensive, relying on term loans, accounts receivable sales, securitization programs, revolver programs, and trade credit from vendors[175](index=175&type=chunk) Cash Conversion Cycle (CCC) (in days) | Metric | August 31, 2025 | November 30, 2024 | August 31, 2024 | | :---------------------- | :-------------- | :---------------- | :-------------- | | Days sales outstanding ("DSO") | 64 | 60 | 63 | | Days inventory outstanding ("DIO") | 58 | 51 | 51 | | Days payable outstanding ("DPO") | 99 | 93 | 93 | | Cash conversion cycle ("CCC") | 23 | 18 | 21 | - The CCC increased to **23 days** as of August 31, 2025, from **18 days** at November 30, 2024, primarily due to increases in DSO (timing of cash receipts) and DIO (inventory to support growth), partially offset by an increase in DPO[176](index=176&type=chunk)[177](index=177&type=chunk) - Net cash provided by operating activities significantly decreased to **$71.3 million** for the nine months ended August 31, 2025, from **$655.8 million** in the prior year, mainly due to changes in accounts receivable and accounts payable[180](index=180&type=chunk) - Net cash used in investing activities slightly decreased to **$176.8 million**, while net cash used in financing activities decreased to **$186.0 million**, primarily due to increased net borrowings and lower share repurchases[181](index=181&type=chunk)[182](index=182&type=chunk) - The Company believes its current cash balances (**$874.4 million** as of August 31, 2025), cash flows from operations, and credit availability are sufficient to support operating activities and debt repayments for at least the next twelve months[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) - Total outstanding borrowings were approximately **$4.2 billion** as of August 31, 2025, including **$2.4 billion** in Senior Notes and **$1.3 billion** in term loans[192](index=192&type=chunk) - The Company repurchased **1.2 million shares** for **$173.8 million** in the three months and **3.3 million shares** for **$423.1 million** in the nine months ended August 31, 2025, with **$1.4 billion** remaining under the March 2024 share repurchase program[195](index=195&type=chunk) - As of August 31, 2025, the Company was in compliance with all material financial covenants for its credit facilities[196](index=196&type=chunk) [Critical Accounting Policies and Estimates](index=44&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section confirms no material changes to critical accounting policies and estimates - There were no material changes to the Company's critical accounting policies and estimates during the nine months ended August 31, 2025, compared to those disclosed in the Annual Report on Form 10-K for fiscal year ended November 30, 2024[197](index=197&type=chunk) [Recently Issued Accounting Pronouncements](index=44&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) This section refers to Note 2 for a summary of new accounting standards and their effects - A summary of recent accounting pronouncements and their anticipated effects on the consolidated financial statements is provided in Note 2 – Summary of Significant Accounting Policies[198](index=198&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section refers to the Company's Annual Report on Form 10-K for a detailed description of market risks, stating that no material changes have occurred since November 30, 2024 - No material changes have occurred in the Company's market risks since November 30, 2024, as detailed in the Annual Report on Form 10-K[199](index=199&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the Company's disclosure controls and procedures and internal control over financial reporting, concluding on their effectiveness and reporting no material changes - The Company maintains disclosure controls and procedures designed to ensure timely and accurate reporting of information required under the Exchange Act, which were deemed effective at a reasonable assurance level as of August 31, 2025[200](index=200&type=chunk)[201](index=201&type=chunk) - No changes in internal control over financial reporting were identified during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[202](index=202&type=chunk) [PART II. OTHER INFORMATION](index=45&type=section&id=PART%20II%20OTHER%20INFORMATION) This section provides additional information not covered in financial statements, including legal proceedings and risk factors [Item 1. Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates information on commitments and contingencies from Note 13, detailing legal matters - Information regarding legal proceedings is incorporated by reference from Note 13 – Commitments and Contingencies in the Notes to the Consolidated Financial Statements[204](index=204&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) This section directs readers to the Annual Report on Form 10-K for risk factors, noting no material changes - There have been no material changes to the risk factors disclosed in the Company's 2024 Annual Report on Form 10-K[205](index=205&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's share repurchase program, including a new $2.0 billion authorization and recent activity - In March 2024, the Board of Directors authorized a new **$2.0 billion** share repurchase program, supplementing the prior program, with no expiration date[206](index=206&type=chunk) Issuer Purchases of Equity Securities (Quarter Ended August 31, 2025, in thousands except per share amounts) | Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or program | Maximum dollar value of shares that may yet be purchased under the plans or programs | | :---------------------- | :------------------------------- | :--------------------------- | :---------------------------------------------------------------- | :------------------------------------------------------------------- | | June 1 - June 30, 2025 | 244 | $126.50 | 244 | $1,503,833 | | July 1 - July 31, 2025 | 226 | $142.37 | 226 | $1,471,644 | | August 1 - August 31, 2025 | 755 | $146.75 | 755 | $1,360,922 | | Total | 1,225 | $141.90 | 1,225 | | [Item 5. Other Information](index=46&type=section&id=Item%205.%20Other%20Information) This section discloses Rule 10b5-1 trading arrangements adopted by the former CEO and a Board member - Richard T. Hume, former CEO and current Board member, adopted a Rule 10b5-1 trading arrangement on July 14, 2025, for the sale of up to **86,848 shares** of common stock until March 27, 2026[210](index=210&type=chunk) - Merline Saintil, a Board member, adopted a Rule 10b5-1 trading arrangement on August 2, 2025, for the sale of up to **671 shares** of common stock until March 13, 2026[211](index=211&type=chunk) [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the 10-Q report, including corporate documents, certifications, and XBRL data - The report includes exhibits such as the Restated Certificate of Incorporation, Amended and Restated Bylaws, a Severance Agreement, Rule 13a-14(a) Certifications from the CEO and CFO, and XBRL Instance, Schema, Calculation, Definition, and Label Linkbase Documents[213](index=213&type=chunk) - Certifications under Section 906 of the Sarbanes-Oxley Act are furnished and deemed to accompany the Form 10-Q but are not considered 'filed' for Section 18 purposes[214](index=214&type=chunk) [Signatures](index=48&type=section&id=Signatures) This section formally certifies the accuracy and completeness of the financial report by authorized officers - The report is duly signed on October 1, 2025, by Patrick Zammit, President and Chief Executive Officer, and Marshall W. Witt, Chief Financial Officer, on behalf of TD SYNNEX Corporation[217](index=217&type=chunk)