Preliminary Third Quarter 2025 Financial Results Preliminary Q3 2025 financial results exceeded guidance for Net Sales and Adjusted EBITDA, with a cautionary note on data finalization [Highlights of Preliminary Results](index=1&type=section&id=Highlights_of_Preliminary_Results) Preliminary Q3 2025 Net Sales and Adjusted EBITDA exceeded guidance, with strong year-over-year growth and reduced loss Preliminary Q3 2025 Financial Highlights | Metric | Preliminary Q3 2025 | Guidance | YoY Growth/Change | | :-------------------- | :------------------ | :--------- | :------------------ | | Net Sales | $16.0 million | $15.9 million | 26% Growth | | Adjusted EBITDA | $(2.2) million | $(2.7) million | $3.3 million reduction in loss | [CEO Commentary on Performance](index=1&type=section&id=CEO_Commentary_on_Performance) CEO highlighted preliminary results exceeding guidance, attributing continued Net Sales growth and Adjusted EBITDA improvement to strategic actions - Preliminary Q3 Net Sales and Adjusted EBITDA exceeded guidance, showing continued year-over-year Net Sales growth and Adjusted EBITDA improvement[3](index=3&type=chunk) - Results underscore a focus on driving near-term revenue growth and executing strategic actions, such as a recent equity raise, to enhance financial flexibility and potential for sustained net sales growth and profitability[3](index=3&type=chunk) [Cautionary Note on Preliminary Data](index=1&type=section&id=Cautionary_Note_on_Preliminary_Data) The reported Q3 2025 financial data is preliminary and subject to finalization and potential material adjustments during Form 10-Q preparation - Preliminary Q3 2025 Net Sales and Adjusted EBITDA are subject to finalization and adjustment during the preparation of the Company's Quarterly Report on Form 10-Q[4](index=4&type=chunk) - Investors should exercise caution in relying on this preliminary information, as material adjustments may be identified[4](index=4&type=chunk) Company Overview and Investor Information This section provides an overview of Dragonfly Energy's business and details for its third quarter 2025 webcast [About Dragonfly Energy](index=1&type=section&id=About_Dragonfly_Energy) Dragonfly Energy is a leading lithium battery technology company specializing in cell manufacturing, battery pack assembly, and full system integration - Dragonfly Energy is a comprehensive lithium battery technology company specializing in cell manufacturing, battery pack assembly, and full system integration[7](index=7&type=chunk) - The company's Battle Born Batteries® brand is a frontrunner in the lithium battery industry, with hundreds of thousands of reliable battery packs deployed[7](index=7&type=chunk) - Dragonfly Energy's mission is the future deployment of its proprietary, nonflammable, all-solid-state battery cells, utilizing a patented dry electrode manufacturing process[7](index=7&type=chunk) [Third Quarter 2025 Webcast Details](index=1&type=section&id=Third_Quarter_2025_Webcast_Details) Dragonfly Energy will host a conference call on November 14, 2025, to discuss its Q3 2025 financial and operational results - A conference call to discuss Q3 2025 financial and operational results will be held on Friday, November 14, 2025, at 4:30 PM Eastern Time[5](index=5&type=chunk) - The call can be accessed live via webcast or telephone, with specific dial-in numbers and a conference ID provided[5](index=5&type=chunk) - An archive of the webcast will be available shortly after the call on the Investor Relations section of Dragonfly Energy's website[6](index=6&type=chunk) Disclosures and Non-GAAP Measures This section outlines forward-looking statements and the use of non-GAAP financial measures, including their definitions, rationale, limitations, and reconciliation [Forward-Looking Statements](index=2&type=section&id=Forward_Looking_Statements) This press release contains forward-looking statements subject to various risks and uncertainties that could cause actual results to differ materially - The press release includes forward-looking statements concerning future results, operations, and financial position, subject to risks and uncertainties[9](index=9&type=chunk) - Factors such as market recovery, ability to penetrate new markets, supply chain, intellectual property, and competition could cause actual results to differ materially[10](index=10&type=chunk) - The Company undertakes no obligation to update these statements to reflect events or circumstances occurring after their original date, except as required by law[11](index=11&type=chunk) [Use of Non-GAAP Financial Measures](index=2&type=section&id=Use_of_Non_GAAP_Financial_Measures) Dragonfly Energy uses non-GAAP financial measures like EBITDA and Adjusted EBITDA to supplement GAAP information and enhance understanding of financial performance - Non-GAAP financial measures like EBITDA and Adjusted EBITDA are provided to supplement GAAP information and enhance understanding of financial performance[12](index=12&type=chunk) - These non-GAAP measures should be considered as a supplement to, not a substitute for, financial information prepared on a GAAP basis[12](index=12&type=chunk) [Definition and Rationale for Adjusted EBITDA](index=3&type=section&id=Definition_and_Rationale_for_Adjusted_EBITDA) Adjusted EBITDA is a non-GAAP measure used by management to evaluate operating performance by excluding specific non-cash and non-recurring items - Adjusted EBITDA is a non-GAAP measure calculated by adjusting EBITDA to exclude stock-based compensation expense and changes in fair market value of warrant liabilities[13](index=13&type=chunk) - It is a key measure used by management to evaluate operating performance, generate future operating plans, and make strategic decisions, highlighting trends in core operating results[14](index=14&type=chunk) [Limitations of Adjusted EBITDA](index=3&type=section&id=Limitations_of_Adjusted_EBITDA) Adjusted EBITDA has analytical limitations as it does not reflect cash expenditures, tax expenses, or cash requirements for asset replacements - Adjusted EBITDA does not reflect cash expenditures, future capital expenditure requirements, contractual commitments, or changes in working capital needs[16](index=16&type=chunk) - It does not reflect tax expense or cash requirements to pay taxes, nor does it account for cash requirements for asset replacements despite depreciation and amortization being non-cash charges[16](index=16&type=chunk) - The usefulness of Adjusted EBITDA as a comparative measure is limited because other companies in the industry may calculate it differently[16](index=16&type=chunk) [Reconciliation of GAAP to Non-GAAP Measures](index=4&type=section&id=Reconciliation_of_GAAP_to_Non_GAAP_Measures) A reconciliation table details the calculation of EBITDA and Adjusted EBITDA from Net (Loss) Income Before Taxes for Q3 2025 and Q3 2024 Reconciliation of GAAP to Non-GAAP Measures (Unaudited) (U.S. Dollars in Thousands) | | Three Months Ended | | | :---------------------------------- | :------------------ | :------------------ | | | Sep 30, 2025 | Sep 30, 2024 | | **EBITDA Calculation** | | | | Net (Loss) Income Before Taxes | $(11,089) | $(6,779) | | Interest Expense | 6,409 | 5,615 | | Depreciation and Amortization | 502 | 327 | | **EBITDA** | **$(4,178)** | **$(837)** | | **Adjustments to EBITDA** | | | | Stock - Based Compensation | 168 | 256 | | Separation Agreement Expense | 35 | - | | Lease Impairment | 555 | - | | Preferred Stock Financing expenses | 13 | - | | Debt Restructure Expense | 354 | - | | Change in fair market value of warrant liability | 883 | (4,875) | | **Adjusted EBITDA** | **$(2,170)** | **$(5,456)** |

Exhibit 99.1 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2025 AND 2024 (Expressed in thousands of Canadian Dollars unless otherwise stated) /s/ "David Kong" /s/ "Pat Obara" David Kong Director GoldMining Inc. Condensed Consolidated Interim Statements of Financial Position As at August 31, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) | | | | As at November | | --- | --- | --- | --- | | | | As ...

[Filing Information](index=1&type=section&id=Filing%20Information) This section details the administrative information of the Form 8-K filing, including registrant specifics and registered securities [Registrant and Filing Details](index=1&type=section&id=Registrant%20and%20Filing%20Details) This section provides the administrative details of the Form 8-K filing, including the registrant's name, jurisdiction, commission file number, and the date of the report - The registrant is MESABI TRUST, incorporated in New York[1](index=1&type=chunk) - The report date is October 10, 2025[1](index=1&type=chunk) | Detail | Value | | :--- | :--- | | Registrant Name | MESABI TRUST | | Jurisdiction | New York | | Commission File Number | 1-4488 | | Date of Report | October 10, 2025 | [Securities Registered](index=1&type=section&id=Securities%20Registered) This part specifies the class of securities registered by Mesabi Trust and the exchange on which they are traded | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Units of Beneficial Interest, no par value | MSB | New York Stock Exchange | [Corporate Events](index=2&type=section&id=Corporate%20Events) This section reports significant corporate actions, specifically detailing the latest distribution announcement and its financial implications [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) Mesabi Trust declared a distribution of **$0.34 per Unit of Beneficial Interest**, payable November 20, 2025, which is lower than the **$0.39 per Unit** declared for the prior year's same period - Mesabi Trust declared a distribution of **$0.34 per Unit of Beneficial Interest**[4](index=4&type=chunk) - The distribution is payable on November 20, 2025, to unitholders of record as of October 30, 2025[4](index=4&type=chunk) Distribution Comparison | Period | Distribution per Unit | | :----- | :-------------------- | | Current (Oct 10, 2025) | $0.34 | | Prior Year (same period) | $0.39 | | **Change** | **-$0.05** | [Exhibits and Signatures](index=2&type=section&id=Exhibits%20and%20Signatures) This section outlines the supplementary documents filed with the report and details the official signing of the Form 8-K [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists the documents furnished as exhibits to the Form 8-K, including the press release announcing the distribution and the interactive data file Exhibits Furnished | Exhibit No. | Description | | :---------- | :---------------------------------------------------------------- | | 99.1 | Press Release dated October 10, 2025 | | 104 | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101) | [Signature](index=3&type=section&id=Signature) The report was formally signed on behalf of Mesabi Trust by Chris Niesz, Director of Deutsche Bank Trust Company Americas, acting as the Corporate Trustee, on October 10, 2025 - The report was signed by Chris Niesz, Director, on behalf of Mesabi Trust[8](index=8&type=chunk) - Chris Niesz represents Deutsche Bank Trust Company Americas, the Corporate Trustee of Mesabi Trust[8](index=8&type=chunk) - The signature date is October 10, 2025[8](index=8&type=chunk)

[Series II Common Stock Purchase Warrant](index=1&type=section&id=Series%20II%20Common%20Stock%20Purchase%20Warrant) This document outlines the terms and conditions of the Series II Common Stock Purchase Warrant issued by Cellectar Biosciences, Inc. [Warrant Details](index=1&type=section&id=Warrant%20Details) This section introduces the Series II Common Stock Purchase Warrant issued by Cellectar Biosciences, Inc., outlining the initial exercise date, termination date, and the company's common stock purchase terms - The warrant allows the holder to subscribe for and purchase Common Stock from Cellectar Biosciences, Inc. between the **Initial Exercise Date of October 8, 2025**, and the **Termination Date of April 8, 2027**[3](index=3&type=chunk) [Section 1. Definitions](index=1&type=section&id=Section%201.%20Definitions) This section defines key legal and financial terms to ensure consistent interpretation throughout the warrant document [Key Terms Defined](index=1&type=section&id=Key%20Terms%20Defined) This section provides definitions for key terms used throughout the warrant document, ensuring clarity and consistent interpretation of legal and financial concepts - Key definitions include **'Affiliate'**, **'Bid Price'**, **'Business Day'**, **'Common Stock'**, **'Common Stock Equivalents'**, **'Trading Market'** (e.g., NYSE American, Nasdaq, OTCQB/OTCQX), **'Transfer Agent'**, and **'VWAP'** (Volume Weighted Average Price)[4](index=4&type=chunk)[5](index=5&type=chunk)[8](index=8&type=chunk)[9](index=9&type=chunk)[10](index=10&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk) - The **'Warrants'** refer to this specific Series II Common Stock purchase warrant and other similar warrants issued by the Company[17](index=17&type=chunk) [Section 2. Exercise](index=3&type=section&id=Section%202.%20Exercise) This section details the procedures, pricing, and limitations for exercising the Series II Common Stock Purchase Warrant [a) Exercise of Warrant](index=3&type=section&id=a)%20Exercise%20of%20Warrant) This subsection details the procedure for exercising the warrant, allowing for whole or partial exercise at any time between the Initial Exercise Date and the Termination Date via email submission of a Notice of Exercise - Exercise can be made in whole or in part by delivering a duly executed **PDF copy of the Notice of Exercise via email**[18](index=18&type=chunk) - The aggregate Exercise Price must be delivered within **one Trading Day** or the **Standard Settlement Period**, unless a cashless exercise is specified[18](index=18&type=chunk) [b) Exercise Price](index=4&type=section&id=b)%20Exercise%20Price) This section specifies the initial exercise price per share of Common Stock, subject to future adjustments as outlined in the warrant Exercise Price | Item | Value | | :------------ | :------ | | Exercise Price | $6.00 | [c) Cashless Exercise](index=4&type=section&id=c)%20Cashless%20Exercise) This subsection describes the cashless exercise mechanism, which allows the holder to receive Warrant Shares without a cash payment if no effective registration statement is available for resale, using a specific formula based on VWAP and the Exercise Price - Cashless exercise is available if there is **no effective registration statement** for the resale of Warrant Shares[21](index=21&type=chunk) - The number of Warrant Shares received is calculated by dividing **[(VWAP - Exercise Price) \* Number of Cash Exercise Shares] by VWAP**[21](index=21&type=chunk)[23](index=23&type=chunk) [d) Mechanics of Exercise](index=5&type=section&id=d)%20Mechanics%20of%20Exercise) This section outlines the practical aspects of exercising the warrant, including the delivery of shares, handling of partial exercises, rescission rights, compensation for delivery failures, and treatment of fractional shares and expenses - Warrant Shares are to be transmitted by the Transfer Agent via **DWAC or physical certificate** within **one Trading Day** or the **Standard Settlement Period** after Notice of Exercise[24](index=24&type=chunk) - Failure to deliver shares by the Warrant Share Delivery Date incurs liquidated damages of **$10 per Trading Day** for each **$1,000 of Warrant Shares**[24](index=24&type=chunk) - Holders have **rescission rights** and **compensation for 'Buy-In' costs** if the Company fails to timely deliver Warrant Shares[27](index=27&type=chunk)[28](index=28&type=chunk) - No fractional shares are issued; the Company will either pay a **cash adjustment** or **round up to the next whole share**[30](index=30&type=chunk) - The Company is responsible for all **issue or transfer taxes** and **Transfer Agent fees** related to the issuance of Warrant Shares[31](index=31&type=chunk) [e) Holder's Exercise Limitations](index=8&type=section&id=e)%20Holder's%20Exercise%20Limitations) This subsection imposes a beneficial ownership limitation on the holder, restricting the exercise of the warrant if it would result in the holder (and affiliates) owning more than a specified percentage of the Company's outstanding Common Stock - The Beneficial Ownership Limitation is **4.99%** (or **9.99% upon election**) of the outstanding Common Stock immediately after exercise[34](index=34&type=chunk) - The Holder is responsible for determining compliance with this limitation and for any required **Section 13(d) filings**[34](index=34&type=chunk) [Section 3. Certain Adjustments](index=9&type=section&id=Section%203.%20Certain%20Adjustments) This section describes various adjustments to the warrant's terms, including those related to stock events and corporate transactions [a) Stock Dividends and Splits](index=9&type=section&id=a)%20Stock%20Dividends%20and%20Splits) This subsection details how the Exercise Price and the number of Warrant Shares will be adjusted in response to stock dividends, subdivisions, combinations (splits), or reclassifications of the Company's Common Stock - The Exercise Price and number of Warrant Shares will be **proportionately adjusted** for stock dividends, splits, combinations, or reclassifications to keep the aggregate Exercise Price unchanged[36](index=36&type=chunk) [b) Subsequent Rights Offerings](index=9&type=section&id=b)%20Subsequent%20Rights%20Offerings) This section grants the Holder the right to acquire Purchase Rights offered pro rata to Common Stock holders, as if the warrant had been fully exercised prior to such offering, subject to the Beneficial Ownership Limitation - Holder is entitled to acquire **Purchase Rights** offered pro rata to Common Stock holders, as if the warrant was fully exercised, subject to the Beneficial Ownership Limitation[37](index=37&type=chunk) [c) Dividends and Distributions](index=9&type=section&id=c)%20Dividends%20and%20Distributions) This subsection restricts the Company from paying cash dividends or making other asset distributions to capital stock holders prior to the Termination Date, with an exception for bankruptcy or dissolution, and requires prior notice for cash dividends - The Company must provide **90 days' prior written notice** for any cash dividend to capital stock holders[38](index=38&type=chunk) - No other asset distributions are permitted prior to the Termination Date, except in cases of **bankruptcy or dissolution**[38](index=38&type=chunk) [d) Fundamental Transaction](index=10&type=section&id=d)%20Fundamental%20Transaction) This section defines various corporate actions as 'Fundamental Transactions' and outlines the Holder's rights upon such an event, including receiving alternate consideration or having the Company/Successor Entity purchase the warrant at its Black Scholes Value - A **'Fundamental Transaction'** includes mergers, asset sales, tender offers, reclassifications, or business combinations where **over 50% of Common Stock or voting power is acquired**[40](index=40&type=chunk) - Upon a Fundamental Transaction, the Holder can choose to receive **Alternate Consideration** or have the Company/Successor Entity purchase the warrant at its **Black Scholes Value**[40](index=40&type=chunk)[41](index=41&type=chunk) - The Black Scholes Value is determined using the **Black-Scholes Option Pricing Model**, considering factors like risk-free interest rate, volatility, underlying price, and remaining option time[40](index=40&type=chunk) [e) Calculations](index=12&type=section&id=e)%20Calculations) This subsection specifies the precision for all calculations under Section 3 and defines how the number of outstanding Common Stock shares is determined - All calculations under Section 3 are to be made to the **nearest cent or 1/100th of a share**[42](index=42&type=chunk) [f) Notice to Holder](index=12&type=section&id=f)%20Notice%20to%20Holder) This section mandates the Company to provide timely email notices to the Holder regarding adjustments to the Exercise Price and significant corporate events that may affect the Common Stock or the warrant's exercise - The Company must promptly notify the Holder by email of any **Exercise Price adjustments** and the facts requiring such adjustment[43](index=43&type=chunk) - The Company must provide at least **20 calendar days' notice** for events like dividends, redemptions, rights offerings, reclassifications, mergers, or dissolution[44](index=44&type=chunk) - Any notice containing material, non-public information must be filed with the SEC via **Form 8-K**[44](index=44&type=chunk) [g) Voluntary Adjustment By Company](index=13&type=section&id=g)%20Voluntary%20Adjustment%20By%20Company) This subsection grants the Company's board of directors the discretion to voluntarily reduce the Exercise Price for any period, subject to Trading Market rules and regulations - The Company's board of directors may **voluntarily reduce the Exercise Price** at any time during the warrant's term, subject to Trading Market rules[46](index=46&type=chunk) [Section 4. Transfer of Warrant](index=13&type=section&id=Section%204.%20Transfer%20of%20Warrant) This section specifies the conditions and procedures for transferring the warrant, including registration and holder representations [a) Transferability](index=13&type=section&id=a)%20Transferability) This subsection outlines the conditions and procedures for transferring the warrant, in whole or in part, including the requirement for a written assignment and payment of transfer taxes - The warrant is transferable, in whole or in part, upon surrender of the warrant with a **duly executed written assignment** and payment of any transfer taxes[47](index=47&type=chunk) [b) New Warrants](index=14&type=section&id=b)%20New%20Warrants) This subsection describes the process for dividing or combining warrants, allowing for the issuance of new warrants with specified denominations upon presentation and notice - Warrants may be divided or combined, resulting in **new warrants dated the Initial Exercise Date** and identical except for the number of Warrant Shares[49](index=49&type=chunk) [c) Warrant Register](index=14&type=section&id=c)%20Warrant%20Register) This subsection states that the Company will maintain a Warrant Register to record the holder of the warrant and will treat the registered holder as the absolute owner for all purposes - The Company will maintain a **'Warrant Register'** and treat the registered Holder as the absolute owner for exercise and distribution purposes[50](index=50&type=chunk) [d) Representation by the Holder](index=14&type=section&id=d)%20Representation%20by%20the%20Holder) This subsection includes a representation by the Holder that the warrant and any acquired Warrant Shares are for their own account and not for distribution or resale in violation of securities laws - By accepting the warrant, the Holder represents that they are acquiring it and the Warrant Shares for their **own account**, not for distribution or resale in violation of securities laws[51](index=51&type=chunk) [Section 5. Miscellaneous](index=14&type=section&id=Section%205.%20Miscellaneous) This section addresses general legal provisions, including stockholder rights, loss procedures, governing law, and remedies [a) No Rights as Stockholder Until Exercise; No Settlement in Cash](index=14&type=section&id=a)%20No%20Rights%20as%20Stockholder%20Until%20Exercise%3B%20No%20Settlement%20in%20Cash) This subsection clarifies that the Holder does not have stockholder rights (e.g., voting, dividends) until the warrant is exercised, and the Company is not required to net cash settle an exercise - The Holder does not have **voting rights, dividends, or other stockholder rights** prior to the exercise of the warrant, except as expressly set forth in Section 3[52](index=52&type=chunk) - The Company is not required to **net cash settle** an exercise of this Warrant[52](index=52&type=chunk) [b) Loss, Theft, Destruction or Mutilation of Warrant](index=14&type=section&id=b)%20Loss%2C%20Theft%2C%20Destruction%20or%20Mutilation%20of%20Warrant) This subsection outlines the Company's covenant to issue a new warrant or stock certificate if the original is lost, stolen, destroyed, or mutilated, upon satisfactory evidence and indemnity - The Company will issue a **new warrant or stock certificate** upon satisfactory evidence of loss, theft, destruction, or mutilation, and appropriate indemnity[53](index=53&type=chunk) [c) Saturdays, Sundays, Holidays, etc.](index=15&type=section&id=c)%20Saturdays%2C%20Sundays%2C%20Holidays%2C%20etc.) This subsection specifies that if any required action or right expiration falls on a non-Business Day, it may be taken or exercised on the next succeeding Business Day - If an action or right expiration falls on a **non-Business Day**, it may be taken or exercised on the **next Business Day**[55](index=55&type=chunk) [d) Authorized Shares](index=15&type=section&id=d)%20Authorized%20Shares) This subsection details the Company's covenants regarding authorized shares, including reserving sufficient shares for warrant exercise, ensuring valid and fully paid issuance, and taking actions to protect the Holder's rights against impairment - The Company covenants to **reserve sufficient authorized and unissued Common Stock** for the issuance of Warrant Shares upon exercise[56](index=56&type=chunk) - The Company will ensure Warrant Shares are **duly authorized, validly issued, fully paid, nonassessable, and free from Company-created taxes, liens, and charges**[56](index=56&type=chunk) - The Company agrees not to take actions that would **avoid or impair the terms of the Warrant** and will assist in protecting the Holder's rights[57](index=57&type=chunk) [e) Governing Law](index=16&type=section&id=e)%20Governing%20Law) This subsection establishes that the warrant will be governed by New York law and that all legal proceedings will be exclusively commenced in New York City courts - The warrant is governed by the **internal laws of the State of New York**[60](index=60&type=chunk) - All legal proceedings related to the warrant will be exclusively commenced in **state and federal courts in New York City**[60](index=60&type=chunk) [f) Restrictions](index=16&type=section&id=f)%20Restrictions) This subsection informs the Holder that Warrant Shares acquired upon exercise, if not registered and cashless exercise is not utilized, will be subject to resale restrictions under state and federal securities laws - Warrant Shares acquired upon exercise, if not registered and cashless exercise is not used, will have **resale restrictions under state and federal securities laws**[61](index=61&type=chunk) [g) Nonwaiver and Expenses](index=16&type=section&id=g)%20Nonwaiver%20and%20Expenses) This subsection states that no delay or failure to exercise rights by the Holder constitutes a waiver, and the Company will reimburse the Holder for costs and expenses, including attorney's fees, if it willfully fails to comply with the warrant's provisions - No delay or failure by the Holder to exercise any right constitutes a **waiver**[62](index=62&type=chunk) - If the Company willfully and knowingly fails to comply, resulting in material damages, it must pay the Holder's **costs and expenses, including reasonable attorneys' fees**[62](index=62&type=chunk) [h) Notices](index=17&type=section&id=h)%20Notices) This subsection specifies the methods for delivering notices between the Company and the Holder, including personal delivery, email, or overnight courier, and defines when such notices are deemed effective - Notices can be delivered **personally, by e-mail, or via nationally recognized overnight courier service**[64](index=64&type=chunk) - Notices are deemed effective at the **time of transmission** (for e-mail during business hours), the **next Trading Day** (for e-mail outside business hours), the **second Trading Day after mailing**, or upon **actual receipt**[64](index=64&type=chunk) - Any notice containing material, non-public information must be simultaneously filed with the Commission via a **Current Report on Form 8-K**[64](index=64&type=chunk) [i) Limitation of Liability](index=17&type=section&id=i)%20Limitation%20of%20Liability) This subsection clarifies that the Holder incurs no liability for the purchase price of Common Stock or as a stockholder of the Company merely by holding the warrant, prior to its exercise - Holding the warrant does not create liability for the Holder for the **purchase price of Common Stock** or as a **stockholder of the Company** prior to exercise[65](index=65&type=chunk) [j) Remedies](index=17&type=section&id=j)%20Remedies) This subsection grants the Holder the right to specific performance for breaches of the warrant's provisions, with the Company waiving the defense that monetary damages would be adequate - The Holder is entitled to **specific performance** of its rights under the Warrant[66](index=66&type=chunk) - The Company waives the defense that a **remedy at law (monetary damages)** would be adequate[66](index=66&type=chunk) [k) Successors and Assigns](index=17&type=section&id=k)%20Successors%20and%20Assigns) This subsection states that the warrant's rights and obligations benefit and bind the successors and permitted assigns of both the Company and the Holder, and are enforceable by any Holder - The warrant's rights and obligations benefit and bind the **successors and permitted assigns** of both the Company and the Holder[67](index=67&type=chunk) [l) Amendment](index=17&type=section&id=l)%20Amendment) This subsection specifies that the warrant can only be modified, amended, or its provisions waived with the written consent of both the Company and the Holder - The Warrant can only be **modified, amended, or its provisions waived** with the **written consent of the Company and the Holder**[68](index=68&type=chunk) [m) Severability](index=18&type=section&id=m)%20Severability) This subsection ensures that if any provision of the warrant is found to be prohibited or invalid under applicable law, it will be ineffective only to that extent, without invalidating the remaining provisions - If any provision is prohibited or invalid under applicable law, it is **ineffective only to that extent**, without invalidating the rest of the warrant[70](index=70&type=chunk) [n) Headings](index=18&type=section&id=n)%20Headings) This subsection clarifies that the headings used in the warrant are for convenience of reference only and do not constitute a part of the warrant's substantive terms - Headings are for **convenience of reference only** and are not considered part of the Warrant[71](index=71&type=chunk) [Signature Page](index=19&type=section&id=Signature%20Page) This page serves as the formal execution section where Cellectar Biosciences, Inc. officially signs the warrant through an authorized officer [Company Execution](index=19&type=section&id=Company%20Execution) This page serves as the formal execution section where Cellectar Biosciences, Inc. officially signs the warrant through an authorized officer - The Company, Cellectar Biosciences, Inc., executes the Warrant through an **authorized officer**[73](index=73&type=chunk)[74](index=74&type=chunk) [NOTICE OF EXERCISE Form](index=20&type=section&id=NOTICE%20OF%20EXERCISE%20Form) This section provides the template for the 'Notice of Exercise' form, used by the Holder to formally elect to purchase Warrant Shares [Exercise Form Details](index=20&type=section&id=Exercise%20Form%20Details) This section provides the template for the 'Notice of Exercise' form, which the Holder uses to formally elect to purchase Warrant Shares, specifying payment method and delivery instructions - The form allows the undersigned to elect to purchase Warrant Shares, specifying the **number of shares**[76](index=76&type=chunk) - Payment can be made in **lawful money** or through a **cashless exercise**, if permitted[77](index=77&type=chunk) - The form requires delivery instructions for the Warrant Shares, including a **DWAC Account Number**, and a representation that the undersigned is an **'accredited investor'**[78](index=78&type=chunk) [ASSIGNMENT FORM](index=21&type=section&id=ASSIGNMENT%20FORM) This section presents the 'Assignment Form' template, used by a Holder to assign the warrant and all associated rights to another party [Warrant Assignment Form](index=21&type=section&id=Warrant%20Assignment%20Form) This section presents the 'Assignment Form' template, used by a Holder to assign the warrant and all associated rights to another party, requiring the assignee's details and the Holder's signature - The form is used to **assign the warrant and all rights to a new party**[82](index=82&type=chunk) - It requires the **name, address, phone number, and email address of the assignee**, along with the **Holder's signature and address**[82](index=82&type=chunk)

[Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) [Forward-Looking Statements Overview](index=4&type=section&id=Forward-Looking%20Statements%20Overview) This section identifies forward-looking statements in the Form 10-Q, covering future financial performance, operational strategies, and market conditions - Forward-looking statements are identified by specific words/phrases (e.g., 'believe,' 'expect,' 'anticipate') and cover future **financial performance**, **operational strategies**, **growth**, **profitability**, and **market conditions**[8](index=8&type=chunk) - Statements also include **anticipated benefits** from the **Separation** of Worthington Enterprises, Inc.'s steel processing business into Worthington Steel as a stand-alone company on December 1, 2023[8](index=8&type=chunk) [Risks and Uncertainties](index=5&type=section&id=Risks%20and%20Uncertainties) Forward-looking statements are subject to inherent risks and uncertainties, including market conditions, commodity prices, supply chain, and regulatory factors - Actual results may differ materially due to risks such as **public health emergencies**, **regulatory approvals** for the Separation, **financial market conditions** (inflation, interest rates, recession), and the **ability of financial institutions to provide capital**[9](index=9&type=chunk) - Other significant risks include **changing commodity prices and supply**, **product demand and pricing**, changes in product mix, volatility in raw material availability and quality, **supply chain constraints**, **critical equipment failures**, and **financial difficulties of customers or suppliers**[9](index=9&type=chunk) - The Company also faces risks from **international business operations** (economic/political instability, currency exchange rates), **tariffs and trade restrictions**, **inflation**, **interest rate increases**, **impairment of assets**, **competitive pressures**, **environmental regulations**, judicial rulings, healthcare/tax law changes, **cybersecurity**, and the **cyclical nature of the steel industry**[11](index=11&type=chunk) [Part I. Financial Information](index=7&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents Worthington Steel's unaudited consolidated financial statements for Q1 fiscal 2026, including balance sheets, earnings, comprehensive income, cash flows, and equity [Consolidated Balance Sheets](index=7&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Highlights (August 31, 2025 vs. May 31, 2025) | Metric | August 31, 2025 (Millions) | May 31, 2025 (Millions) | Change (Millions) | | :----------------------------------- | :------------------------- | :-------------------- | :---------------- | | Total Assets | $2,243.3 | $1,961.8 | +$281.5 | | Total Current Assets | $1,148.5 | $1,048.5 | +$100.0 | | Cash and cash equivalents | $78.3 | $38.0 | +$40.3 | | Receivables, net | $490.3 | $438.7 | +$51.6 | | Total Inventories | $478.5 | $422.0 | +$56.5 | | Total Liabilities | $912.4 | $763.9 | +$148.5 | | Total Current Liabilities | $693.6 | $631.5 | +$62.1 | | Total Debt (Short-term + Long-term) | $233.4 | $151.5 | +$81.9 | | Total Equity | $1,233.2 | $1,197.9 | +$35.3 | | Redeemable noncontrolling interest | $97.7 | $- | +$97.7 | [Consolidated Statements of Earnings](index=9&type=section&id=Consolidated%20Statements%20of%20Earnings) Consolidated Statements of Earnings Highlights (Three Months Ended August 31, 2025 vs. 2024) | Metric | August 31, 2025 (Millions) | August 31, 2024 (Millions) | Change (Millions) | YoY Change (%) | | :------------------------------------------ | :------------------------- | :------------------------- | :---------------- | :------------- | | Net sales | $872.9 | $834.0 | +$38.9 | +4.7% | | Gross margin | $115.2 | $100.4 | +$14.8 | +14.7% | | Operating income | $48.3 | $43.4 | +$4.9 | +11.3% | | Earnings before income taxes | $52.0 | $36.2 | +$15.8 | +43.6% | | Net earnings attributable to Worthington Steel | $36.8 | $28.4 | +$8.4 | +29.6% | | Basic EPS attributable to Worthington Steel shareholders | $0.73 | $0.57 | +$0.16 | +28.1% | | Diluted EPS attributable to Worthington Steel shareholders | $0.72 | $0.56 | +$0.16 | +28.6% | [Consolidated Statements of Comprehensive Income](index=10&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Consolidated Statements of Comprehensive Income Highlights (Three Months Ended August 31, 2025 vs. 2024) | Metric | August 31, 2025 (Millions) | August 31, 2024 (Millions) | Change (Millions) | | :------------------------------------------ | :------------------------- | :------------------------- | :---------------- | | Net earnings attributable to Worthington Steel | $36.8 | $28.4 | +$8.4 | | Other comprehensive income | $1.1 | $2.2 | -$1.1 | | Comprehensive income attributable to Worthington Steel | $37.9 | $30.6 | +$7.3 | [Consolidated Statements of Cash Flows](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statements of Cash Flows Highlights (Three Months Ended August 31, 2025 vs. 2024) | Metric | August 31, 2025 (Millions) | August 31, 2024 (Millions) | Change (Millions) | | :------------------------------------------ | :------------------------- | :------------------------- | :---------------- | | Net cash (used in) provided by operating activities | $(6.3) | $54.6 | -$60.9 | | Net cash used in investing activities | $(29.6) | $(21.5) | -$8.1 | | Net cash provided by (used in) financing activities | $21.0 | $(37.3) | +$58.3 | | Decrease in cash, cash equivalents and restricted cash | $(14.6) | $(4.2) | -$10.4 | | Cash, cash equivalents, and restricted cash at end of period | $78.3 | $36.0 | +$42.3 | [Consolidated Statements of Equity and Mezzanine Equity](index=12&type=section&id=Consolidated%20Statements%20of%20Equity%20and%20Mezzanine%20Equity) Consolidated Statements of Equity and Mezzanine Equity Highlights (August 31, 2025 vs. May 31, 2025) | Metric | August 31, 2025 (Millions) | May 31, 2025 (Millions) | Change (Millions) | | :------------------------------------------ | :------------------------- | :-------------------- | :---------------- | | Total Shareholders' equity – controlling interest | $1,104.9 | $1,074.1 | +$30.8 | | Retained Earnings | $192.5 | $164.2 | +$28.3 | | Accumulated other comprehensive loss, net | $(2.9) | $(4.0) | +$1.1 | | Redeemable noncontrolling interest | $97.7 | $- | +$97.7 | | Total equity | $1,233.2 | $1,197.9 | +$35.3 | [Note 1 – Description of Business and Basis of Presentation](index=13&type=section&id=Note%201%20%E2%80%93%20Description%20of%20Business%20and%20Basis%20of%20Presentation) - Worthington Steel is a **value-added steel processor** in North America, holding **market-leading positions** in **carbon flat-rolled steel**, **tailor welded blanks**, and **electrical steel laminations**[30](index=30&type=chunk) - On December 1, 2023, Worthington Steel completed its **spin-off** from Worthington Enterprises, Inc. to become a **stand-alone publicly traded company**[31](index=31&type=chunk) - On June 3, 2025, the Company acquired a **52% controlling interest** in S.I.T.E.M. S.p.A. (Sitem Group), whose results are included in consolidated financial statements with a one-month reporting lag[33](index=33&type=chunk) Concentration of Net Sales by End Market (Three Months Ended August 31) | End Market | August 31, 2025 (%) | August 31, 2024 (%) | | :------------------------- | :------------------ | :------------------ | | Automotive | 56% | 51% | | Detroit Three Automakers | 35% | 32% | | Largest Automotive Customers: | | | | Customer A | 13% | 13% | | Customer B | 15% | 13% | [Note 2 – Revenue Recognition](index=16&type=section&id=Note%202%20%E2%80%93%20Revenue%20Recognition) - Revenue is recognized upon transfer of control of goods or services, reflecting the expected consideration. The Company generates revenue from processing steel to customer specifications (**direct sales**) and toll processing customer-owned material (**fee-for-service**)[49](index=49&type=chunk)[5

[Filing Information](index=1&type=section&id=Filing%20Information) This section provides essential identification details for iQSTEL Inc. as the registrant for this Form 8-K filing [Registrant Information](index=1&type=section&id=Registrant%20Information) This section details the fundamental identification information for iQSTEL Inc. - Registrant Name: **iQSTEL Inc.**[1](index=1&type=chunk) - Jurisdiction of Incorporation: **Nevada**[1](index=1&type=chunk) - Principal Executive Offices: **300 Aragon Avenue, Suite 375, Coral Gables, FL 33134**[1](index=1&type=chunk) [Securities and Filing Status](index=1&type=section&id=Securities%20and%20Filing%20Status) This part details the securities registered under Section 12(b) of the Act and confirms the registrant's status regarding emerging growth company provisions Securities Registered Pursuant to Section 12(b) | Title of each class | Trading symbol | Name of each exchange on which registered | | :------------------ | :------------- | :-------------------------------------- | | Common Stock | IQST | Nasdaq Capital Market | - The registrant is **not an emerging growth company**[3](index=3&type=chunk) [SECTION 2 – FINANCIAL INFORMATION](index=2&type=section&id=SECTION%202%20%E2%80%93%20FINANCIAL%20INFORMATION) This section details the company's recent financial condition and strategic business developments [Item 2.02 Results of Operations and Financial Condition.](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition.) iQSTEL Inc. issued press releases detailing financial achievements, dividend goals, and cybersecurity entry, furnished as exhibits but not legally 'filed' - Press releases were issued concerning **financial achievements**, **future dividend goals**, and **entry into the cybersecurity business** via an agreement with Cycurion[4](index=4&type=chunk) - The press releases are furnished as **Exhibits 99.1 and 99.2** with this Current Report on Form 8-K[5](index=5&type=chunk) - The information furnished under this Item 2.02 and Item 9.01, including Exhibits 99.1 and 99.2, is **not deemed 'filed'** for purposes of Section 18 of the Securities Exchange Act of 1934[5](index=5&type=chunk) [SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS](index=2&type=section&id=SECTION%209%20%E2%80%93%20FINANCIAL%20STATEMENTS%20AND%20EXHIBITS) This section lists the exhibits accompanying the Form 8-K, specifically two press releases that provide further details on the company's financial condition and strategic developments [Item 9.01 Financial Statements and Exhibits.](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits.) This section details the exhibits accompanying the Form 8-K, including press releases on financial condition and strategic developments Exhibits Furnished | Exhibit No. | Description | | :------------ | :------------------------ | | 99.1 | Press Release, dated October 1, 2025 | | 99.2 | Press Release, dated October 9, 2025 | [SIGNATURES](index=3&type=section&id=SIGNATURES) This section contains the official signatures confirming the submission of the Form 8-K report [Signature Block](index=3&type=section&id=Signature%20Block) The report is duly signed on behalf of iQSTEL Inc. by its Chief Executive Officer, Leandro Iglesias, confirming its submission in accordance with the Securities Exchange Act of 1934 - The report was signed by **Leandro Iglesias**, Chief Executive Officer of iQSTEL Inc[9](index=9&type=chunk) - The signing date for the report was **October 10, 2025**[9](index=9&type=chunk)

[Form 8-K Filing Details](index=1&type=section&id=Form%208-K%20Filing%20Details) This section outlines the registrant's identification, registered securities, and emerging growth company status [Registrant Information](index=1&type=section&id=Registrant%20Information) This section provides the basic identification details of New Horizon Aircraft Ltd., including its jurisdiction of incorporation, commission file number, address, and contact information - Registrant: **NEW HORIZON AIRCRAFT LTD.**[1](index=1&type=chunk) - Jurisdiction of incorporation: **British Columbia**[2](index=2&type=chunk) - Commission File Number: **001-41607**[2](index=2&type=chunk) - Address: **3187 Highway 35, Lindsay, Ontario, K9V 4R1**[2](index=2&type=chunk) - Telephone number: **(613) 866-1935**[2](index=2&type=chunk) [Securities and Emerging Growth Company Status](index=1&type=section&id=Securities%20and%20Emerging%20Growth%20Company%20Status) This section details the classes of securities registered by New Horizon Aircraft Ltd. on The Nasdaq Stock Market LLC and confirms its status as an emerging growth company, indicating its election regarding accounting standards transition periods Registered Securities | Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | | :--- | :--- | :--- | | Class A Ordinary Share, no par value | HOVR | The Nasdaq Stock Market LLC | | Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | HOVRW | The Nasdaq Stock Market LLC | - The registrant is an **emerging growth company**[3](index=3&type=chunk) - The registrant has elected to use the **extended transition period** for complying with new or revised financial accounting standards[3](index=3&type=chunk) [Item 2.02. Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition) This section details the announcement of financial results and clarifies the legal status of the furnished information [Announcement of Financial Results](index=2&type=section&id=Announcement%20of%20Financial%20Results) New Horizon Aircraft Ltd. announced its financial and operating results for the quarter ended August 31, 2025, via a press release issued on October 10, 2025, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K - The company issued a press release on **October 10, 2025**[4](index=4&type=chunk) - The press release announced financial and operating results for the quarter ended **August 31, 2025**[4](index=4&type=chunk) - A copy of the press release is furnished as **Exhibit 99.1** to this Current Report on Form 8-K[4](index=4&type=chunk) [Legal Disclaimer](index=2&type=section&id=Legal%20Disclaimer) This section clarifies that the information provided in Item 2.02 and Exhibit 99.1 is furnished, not 'filed,' and therefore not subject to certain liabilities under Section 18 of the Exchange Act, nor is it automatically incorporated by reference into other filings unless explicitly stated - Information in Item 2.02 and Exhibit 99.1 is not deemed **'filed'** for purposes of Section 18 of the Securities Exchange Act of 1934[5](index=5&type=chunk) - Information is not subject to the **liabilities of Section 18** of the Exchange Act[5](index=5&type=chunk) - Information is not deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by **specific reference**[5](index=5&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section provides a comprehensive list of all exhibits accompanying the Form 8-K filing [List of Exhibits](index=2&type=section&id=List%20of%20Exhibits) This section lists the exhibits accompanying the Form 8-K filing, which include the press release detailing financial results and the interactive data file for the cover page Exhibits Filed | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release, dated October 10, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signature](index=3&type=section&id=Signature) This section formally concludes the Form 8-K filing with authorization and signatory details [Authorization and Signatory Details](index=3&type=section&id=Authorization%20and%20Signatory%20Details) This section formally concludes the Form 8-K filing, confirming that the report has been duly signed on behalf of New Horizon Aircraft Ltd. by its Chief Executive Officer, E. Brandon Robinson, on October 10, 2025 - The report was signed pursuant to the requirements of the **Securities Exchange Act of 1934**[8](index=8&type=chunk) - Registrant: **NEW HORIZON AIRCRAFT LTD.**[9](index=9&type=chunk) - Date: **October 10, 2025**[10](index=10&type=chunk) - Signatory: **E. Brandon Robinson, Chief Executive Officer**[10](index=10&type=chunk)

[FORM 8-K Filing Details](index=1&type=section&id=FORM%208-K%20Filing%20Details) This section provides an overview of the Form 8-K filing, including registrant identification, registered securities, and emerging growth company status [Registrant and Filing Information](index=1&type=section&id=Registrant%20and%20Filing%20Information) This section provides the core identification details for the registrant, Occidental Petroleum Corporation, including its jurisdiction, address, and the date of the current report filing - The filing is a **Form 8-K Current Report** for Occidental Petroleum Corporation, filed on **October 10, 2025**[1](index=1&type=chunk) - The registrant's principal executive offices are located at **5 Greenway Plaza, Suite 110, Houston, Texas 77046**, with a telephone number of **(713) 215-7000**[1](index=1&type=chunk) [Securities Registered](index=1&type=section&id=Securities%20Registered) This part details the specific classes of securities registered by Occidental Petroleum Corporation under Section 12(b) of the Securities Exchange Act of 1934, along with their trading symbols and the exchanges on which they are registered Securities Registered Pursuant to Section 12(b) of the Act | Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | | :------------------ | :---------------- | :---------------------------------------- | | Common Stock, $0.20 par value | OXY | New York Stock Exchange | | Warrants to Purchase Common Stock, $0.20 par value | OXY WS | New York Stock Exchange | [Emerging Growth Company Status](index=1&type=section&id=Emerging%20Growth%20Company%20Status) This section clarifies Occidental Petroleum Corporation's status regarding the 'emerging growth company' definition as per the Securities Act of 1933 and the Securities Exchange Act of 1934 - Occidental Petroleum Corporation is **not an emerging growth company**[3](index=3&type=chunk) [Reported Events](index=3&type=section&id=Reported%20Events) This section details significant events, including the release of earnings considerations and a list of accompanying financial statements and exhibits [Item 2.02 Results of Operations and Financial Condition](index=3&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) Occidental Petroleum Corporation announced the release of 'Earnings Considerations' on October 10, 2025, which summarize factors management believes will impact the company's third quarter 2025 results. This information is furnished as Exhibit 99.1 and is not considered 'filed' for certain legal purposes - On **October 10, 2025**, Occidental Petroleum Corporation provided **'Earnings Considerations'** outlining factors expected to impact its **third quarter 2025 results**[4](index=4&type=chunk) - The 'Earnings Considerations' are furnished as **Exhibit 99.1** to this Current Report on Form 8-K[4](index=4&type=chunk) - The information in this report and Exhibit 99.1 is **not deemed 'filed'** for purposes of Section 18 of the Securities Exchange Act of 1934[5](index=5&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 included with the Form 8-K filing, specifically identifying the Third Quarter 2025 Earnings Considerations and the Cover Page Interactive Data File Exhibits to Form 8-K | Exhibit No. | Description | | :---------- | :---------- | | 99.1 | Occidental Petroleum Corporation Third Quarter 2025 Earnings Considerations | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signature](index=4&type=section&id=Signature) This section confirms the official signing of the report by an authorized officer of Occidental Petroleum Corporation [Authorized Signatory](index=4&type=section&id=Authorized%20Signatory) This section confirms the official signing of the report on behalf of Occidental Petroleum Corporation by an authorized officer, including their name, title, and the date of signing - The report was signed on **October 10, 2025**, by **Christopher O. Champion**[10](index=10&type=chunk) - Christopher O. Champion holds the titles of **Vice President, Chief Accounting Officer and Controller** for Occidental Petroleum Corporation[10](index=10&type=chunk)

Part I [Disclosure Regarding Forward-Looking Statements](index=4&type=section&id=Disclosure%20Regarding%20Forward-Looking%20Statements) The report contains forward-looking statements based on current expectations, with actual outcomes potentially differing due to risks - The report contains forward-looking statements that are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict[10](index=10&type=chunk) - Risks and uncertainties that could cause actual results to differ materially are discussed in the 'Risk Factors' section[10](index=10&type=chunk) [Available Information](index=4&type=section&id=Available%20Information) Accenture's public filings, including 10-K, 10-Q, and 8-K reports, are available on its Investor Relations website and the SEC's site - Accenture provides its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments free of charge on its Investor Relations website (http://investor.accenture.com)[11](index=11&type=chunk) - The SEC's website (http://www.sec.gov) also contains reports and other information regarding issuers that file electronically[12](index=12&type=chunk) [Item 1. Business](index=5&type=section&id=Item%201.%20Business) Accenture is a global professional services company focused on digital core development and AI integration, operating across three markets and five industry groups - Accenture is a leading global professional services company, helping clients reinvent through digital core building and AI integration[13](index=13&type=chunk) - The company's strategy is to be the reinvention partner of choice, the most AI-enabled, client-focused, and a great place to work[13](index=13&type=chunk) Fiscal 2025 Highlights | Metric | Value | | :--- | :--- | | Revenues | $69.7B | | Number of Clients | >9,000 | | Employees | ~779,000 | | Long-term Client Relationships (10+ years with top 200) | 195 | | Diamond Clients (largest relationships) | 305 | Fiscal 2025 Investments | Investment Area | Amount | | :--- | :--- | | Strategic Acquisitions (23 acquisitions) | $1.5B | | Research and Development (R&D) | $0.8B | | Learning and Professional Development (47 million training hours) | ~$1.0B | - Accenture made a significant multi-year investment of **$3 billion in generative AI** starting in fiscal 2023 to establish early leadership[18](index=18&type=chunk) [Overview](index=5&type=section&id=Overview) This section provides a general introduction to Accenture's business model and strategic focus [Fiscal 2025 Highlights](index=5&type=section&id=Fiscal%202025%20Highlights) This section summarizes Accenture's key achievements and financial performance for fiscal year 2025 [Fiscal 2025 Investments](index=5&type=section&id=Fiscal%202025%20Investments) This section details Accenture's strategic investments made during fiscal year 2025 across various areas [Geographic Markets](index=6&type=section&id=Geographic%20Markets) Accenture operates through three geographic markets: Americas, EMEA, and Asia Pacific, responsible for client relationships and revenue goals - Accenture operates through three geographic markets: Americas, EMEA (Europe, Middle East and Africa), and Asia Pacific[14](index=14&type=chunk)[19](index=19&type=chunk) - These markets are responsible for building client relationships, delivering solutions, ensuring client satisfaction, and achieving revenue and profitability goals[19](index=19&type=chunk) [Reinvention Services](index=6&type=section&id=Reinvention%20Services) Effective September 1, 2025, all services were integrated into 'Reinvention Services' to accelerate solution development and AI integration - Effective September 1, 2025, all services were integrated into a single business unit called 'Reinvention Services'[21](index=21&type=chunk) - This model combines capabilities across strategy, consulting, technology, operations, Song, and Industry X, with industry and functional expertise and technology ecosystem partnerships[21](index=21&type=chunk) - The goal is to create leading solutions faster, embed AI and data more easily, and simplify selling and delivery across the client base[21](index=21&type=chunk) [Ecosystem Partner Relationships](index=7&type=section&id=Ecosystem%20Partner%20Relationships) Accenture maintains strong relationships with technology ecosystem partners, crucial for scaling AI adoption and achieving business outcomes - Accenture is the **number-one partner** for its top 10 technology ecosystem partners[27](index=27&type=chunk) - These partnerships are vital for helping clients achieve business outcomes from technology and scale AI adoption[27](index=27&type=chunk) - In fiscal 2025, Accenture expanded its AI and data partnerships beyond the top 10[27](index=27&type=chunk) [Clients](index=7&type=section&id=Clients) Accenture serves approximately 9,000 clients, including Fortune Global 100 and 500 companies, with a focus on long-term relationships - Accenture serves approximately **9,000 clients**, including a significant portion of the Fortune Global 100 and 500[28](index=28&type=chunk) - The company has long-term relationships, partnering with **195 of its top 200 clients for 10 or more years**[28](index=28&type=chunk) - Accenture has **305 'Diamond clients,'** representing its largest client relationships[28](index=28&type=chunk) [Industry Groups](index=7&type=section&id=Industry%20Groups) Accenture leverages deep industry expertise across five groups to provide client-specific solutions and accelerate reinvention - Accenture goes to market through five industry groups: Communications, Media & Technology, Financial Services, Health & Public Service, Products, and Resources[29](index=29&type=chunk) - This industry focus provides understanding of industry evolution, business issues, trends, operating models, and emerging technologies[29](index=29&type=chunk) FY25 Revenues by Industry Group | Industry Group | FY25 Revenues | | :--- | :--- | | Communications, Media & Technology | $11.5B | | Financial Services | $12.8B | | Health & Public Service | $14.8B | | Products | $21.2B | | Resources | $9.5B | [People](index=9&type=section&id=People) Accenture employs approximately 779,000 people globally, focusing on talent development and managing attrition rates - Accenture had approximately **779,000 people** as of August 31, 2025, serving clients in over 120 countries[36](index=36&type=chunk) - The company's talent strategy includes investing in upskilling, exiting people where reskilling isn't viable, and driving operating efficiencies through AI[39](index=39&type=chunk) People Metrics (Fiscal 2025 vs. 2024) | Metric | Fiscal 2025 | Fiscal 2024 | Change | | :--- | :--- | :--- | :--- | | Workforce | ~779,000 | ~774,000 | +5,000 | | Learning & Professional Development Investment | ~$1.0B | N/A | N/A | | Training Hours | ~47M | N/A | +9% YoY | | AI and Data Practitioners | ~77,000 | N/A | N/A | | Promotions | ~97,000 | N/A | N/A | | Voluntary Attrition (excluding involuntary) | **14%** | 13% | +1% | | Q4 FY25 Annualized Voluntary Attrition | 15% | N/A | -1% QoQ (from Q3 FY25) | [Global Delivery Capability](index=10&type=section&id=Global%20Delivery%20Capability) Accenture's global delivery network across 52 countries provides scalable innovation, automation, and cost advantages - Accenture's global delivery capability is a key differentiator, utilizing one of the world's largest networks of centers across **52 countries**[36](index=36&type=chunk)[45](index=45&type=chunk) - The global approach offers scalable innovation, standardized processes, automation, AI, industry expertise, cost advantages, and foreign language fluency[45](index=45&type=chunk) [Innovation and Intellectual Property](index=10&type=section&id=Innovation%20and%20Intellectual%20Property) Accenture invests significantly in R&D for competitive advantage, protecting intellectual property across AI, cloud, and cybersecurity - Innovation is a source of competitive advantage, with significant R&D investments to address market realities and leverage emerging technologies[46](index=46&type=chunk) R&D Spending (Fiscal Years) | Fiscal Year | R&D Spending | | :--- | :--- | | 2025 | $0.8B | | 2024 | $1.2B | | 2023 | $1.3B | - Accenture protects its intellectual property through patents, trade secrets, copyrights, and contractual arrangements, covering AI, cloud, cybersecurity, automation, analytics, and quantum technologies[49](index=49&type=chunk) [Assets and Platforms](index=11&type=section&id=Assets%20and%20Platforms) Accenture leverages proprietary assets and platforms, including GenWizard and SynOps, with embedded AI to deliver client value - Accenture utilizes proprietary assets and platforms, including GenWizard, myNav, SynOps, and AI Navigator for Enterprise, to deliver client value[51](index=51&type=chunk) - Advanced AI is deeply embedded into platforms like GenWizard to enhance service delivery[51](index=51&type=chunk) [Competition](index=11&type=section&id=Competition) Accenture operates in a highly competitive global market, competing with diverse service providers, but believes its scale offers a unique position - Accenture operates in a highly competitive and rapidly changing global marketplace[52](index=52&type=chunk) - Competitors include large multinational IT service providers, offshore firms, accounting firms, consultancies, and technology startups[53](index=53&type=chunk) - Accenture believes its full range of services at scale provides a unique competitive position[52](index=52&type=chunk) [Information About Our Executive Officers](index=12&type=section&id=Information%20About%20Our%20Executive%20Officers) This section provides brief biographies of Accenture's executive officers as of October 10, 2025, detailing their roles and tenure - Key executive officers as of October 10, 2025, include Julie Sweet (Chair and CEO), Angie Park (CFO), and Manish Sharma (Chief Strategy and Services Officer)[61](index=61&type=chunk)[62](index=62&type=chunk)[59](index=59&type=chunk) - The biographies highlight their extensive experience and tenure within Accenture and prior roles[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk) [Organizational Structure](index=13&type=section&id=Organizational%20Structure) Accenture plc, incorporated in Ireland, operates through subsidiaries, with noncontrolling interests representing less than 1% ownership - Accenture plc was incorporated in Ireland on June 10, 2009, and operates through its subsidiaries[65](index=65&type=chunk) - Noncontrolling ownership interests in Accenture Canada Holdings Inc. were less than **1%** as of August 31, 2025[66](index=66&type=chunk) [Item 1A. Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) This section details various business, financial, operational, and legal risks that could materially affect Accenture's performance and stock price - Accenture's business is exposed to risks from volatile economic and geopolitical conditions, which can reduce client spending[68](index=68&type=chunk)[69](index=69&type=chunk) - Rapid technological changes, particularly in AI, pose risks related to client demand, competition, and the potential replacement of services by automation[70](index=70&type=chunk)[71](index=71&type=chunk)[76](index=76&type=chunk) - Failure to attract, retain, and upskill talent, especially in new technologies, could adversely affect business and utilization rates[80](index=80&type=chunk) - Cybersecurity incidents and attacks, increasingly sophisticated with AI, pose significant legal, reputational, and financial risks due to potential data breaches and system disruptions[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk) - The company faces intense competition from various service providers and technology companies, which could lead to market share loss or pricing pressure[90](index=90&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk) - Profitability is vulnerable to pricing pressures, unsuccessful cost-management strategies, delivery inefficiencies, and failure to meet contractual targets[103](index=103&type=chunk)[104](index=104&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk) - Changes in tax laws, audits, and foreign currency exchange rate fluctuations could materially affect the effective tax rate, results of operations, and cash flows[109](index=109&type=chunk)[111](index=111&type=chunk)[114](index=114&type=chunk) - Global operations expose Accenture to risks from health emergencies, geopolitical unrest, natural disasters, and the challenges of managing a large, geographically diverse workforce[117](index=117&type=chunk)[120](index=120&type=chunk) - Legal and regulatory risks include potential liability from contractual failures, government contracting complexities, diverse global compliance requirements, and intellectual property infringement claims[126](index=126&type=chunk)[127](index=127&type=chunk)[133](index=133&type=chunk)[135](index=135&type=chunk)[141](index=141&type=chunk)[143](index=143&type=chunk) [Business Risks](index=14&type=section&id=Business%20Risks) This section outlines risks related to Accenture's core business operations, market conditions, and strategic execution [Financial Risks](index=19&type=section&id=Financial%20Risks) This section describes financial risks, including those related to profitability, foreign currency, and tax matters [Operational Risks](index=22&type=section&id=Operational%20Risks) This section covers risks associated with Accenture's global operations, talent management, and service delivery [Legal and Regulatory Risks](index=24&type=section&id=Legal%20and%20Regulatory%20Risks) This section details legal and regulatory risks, including compliance, intellectual property, and contractual liabilities [Item 1B. Unresolved Staff Comments](index=29&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) Accenture reports no unresolved staff comments from the SEC - There are no unresolved staff comments[151](index=151&type=chunk) [Item 1C. Cybersecurity](index=29&type=section&id=Item%201C.%20Cybersecurity) Accenture's cybersecurity program, integrated into enterprise risk management, leverages international standards and Board oversight to protect data - Accenture's cybersecurity risk management program is integrated into its overall enterprise risk management system[152](index=152&type=chunk) - The security framework leverages international standards (ISO 27001/27701, NIST CSF, CSA STAR, CIS Critical Security Controls) and includes regular risk assessments and penetration testing[153](index=153&type=chunk) - Key strategic security programs include secure integration of acquisitions and supplier cyber risk management[153](index=153&type=chunk) - All employees are required to complete annual information security and data privacy training[156](index=156&type=chunk) - Cybersecurity governance is overseen by the Board of Directors, with the Audit Committee specifically responsible for IT risk exposures, including cybersecurity and data privacy[160](index=160&type=chunk)[161](index=161&type=chunk) - The Chief Information Security Officer (CISO) leads Accenture's global cybersecurity program, supported by a team of over 1,000 experts[162](index=162&type=chunk) [Cybersecurity Risk Management and Strategy](index=29&type=section&id=Cybersecurity%20Risk%20Management%20and%20Strategy) This section details Accenture's cybersecurity risk management framework, strategy, and protective measures [Cybersecurity Governance](index=30&type=section&id=Cybersecurity%20Governance) This section describes the oversight and leadership structure for Accenture's global cybersecurity program [Item 2. Properties](index=30&type=section&id=Item%202.%20Properties) Accenture operates major offices in over 200 cities across 52 countries, primarily through leased facilities rather than owned properties - Accenture has major offices in over **200 cities across 52 countries** worldwide[164](index=164&type=chunk) - The company does not own any material real property; substantially all facilities are leased under long-term leases[164](index=164&type=chunk) [Item 3. Legal Proceedings](index=30&type=section&id=Item%203.%20Legal%20Proceedings) Legal proceedings information is incorporated by reference from Note 15 (Commitments and Contingencies) in the financial statements - Legal proceedings information is incorporated by reference from Note 15 (Commitments and Contingencies) in the Consolidated Financial Statements[166](index=166&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Accenture - This item is not applicable[167](index=167&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=32&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Accenture's Class A ordinary shares trade on the NYSE, with details on share ownership, dividends, and active share repurchase programs - Accenture plc Class A ordinary shares are traded on the New York Stock Exchange (NYSE) under the symbol 'ACN'[168](index=168&type=chunk) - As of September 26, 2025, there were **356 holders of record** for Class A ordinary shares and 14 for Class X ordinary shares[168](index=168&type=chunk)[169](index=169&type=chunk) Dividend Declaration (Q1 Fiscal 2026) | Dividend Type | Amount per Share | Record Date | Payable Date | | :--- | :--- | :--- | :--- | | Quarterly Cash Dividend (Class A) | $1.63 | October 10, 2025 | November 14, 2025 | - Irish dividend withholding tax (DWT) of **25%** may apply to dividends, with exemptions for shareholders in 'relevant territories' like the US and EU member states[171](index=171&type=chunk) Purchases of Class A Ordinary Shares (Q4 Fiscal 2025) | Period | Total Shares Purchased | Average Price Paid per Share | Shares Purchased under Publicly Announced Plans | | :--- | :--- | :--- | :--- | | June 1, 2025 – June 30, 2025 | 633,762 | $305.70 | 606,123 | | July 1, 2025 – July 31, 2025 | 961,398 | $289.01 | 945,536 | | August 1, 2025 – August 31, 2025 | 8,341 | $259.47 | — | | **Total** | **1,603,501** | **$295.45** | **1,551,659** | - As of August 31, 2025, the aggregate available authorization for share purchases and redemptions was **$2,851 million**[175](index=175&type=chunk) - An additional **$5.0 billion** in share repurchase authority was approved on September 22, 2025, bringing the total to **$7.851 billion**[175](index=175&type=chunk)[438](index=438&type=chunk) [Dividends](index=32&type=section&id=Dividends) This section provides details on Accenture's dividend declarations and related tax implications [Recent Sales of Unregistered Securities](index=32&type=section&id=Recent%20Sales%20of%20Unregistered%20Securities) This section reports on any recent sales of unregistered securities by Accenture [Purchases of Accenture plc Class A Ordinary Shares](index=33&type=section&id=Purchases%20of%20Accenture%20plc%20Class%20A%20Ordinary%20Shares) This section details Accenture's share repurchase activities for its Class A ordinary shares [Item 6. [Reserved]](index=33&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes Accenture's financial performance, including revenue, bookings, operating metrics, and liquidity, for fiscal 2025 versus 2024 - Accenture's fiscal 2025 revenues increased **7%** in both U.S. dollars and local currency to **$69.7 billion**[184](index=184&type=chunk)[187](index=187&type=chunk) - New bookings for fiscal 2025 were **$80.6 billion**, a decrease of **1%** in both U.S. dollars and local currency[184](index=184&type=chunk)[197](index=197&type=chunk) Key Financial Metrics (Fiscal 2025 vs. 2024) | Metric | Fiscal 2025 | Fiscal 2024 | Change | | :--- | :--- | :--- | :--- | | Revenues | $69.7 billion | $64.9 billion | +7% | | New Bookings | $80.6 billion | $81.2 billion | -1% | | Operating Margin (GAAP) | 14.7% | 14.8% | -0.1% | | Adjusted Operating Margin (Non-GAAP) | 15.6% | 15.5% | +0.1% | | Diluted EPS (GAAP) | $12.15 | $11.44 | +6% | | Adjusted Diluted EPS (Non-GAAP) | $12.93 | $11.95 | +8% | | Cash Returned to Shareholders | $8.3 billion | N/A | N/A | | - Dividends | $3.7 billion | N/A | N/A | | - Share Purchases | $4.6 billion | N/A | N/A | - The company initiated business optimization actions in Q4 fiscal 2025, incurring **$615 million in costs**, primarily for employee severance (**$344 million**) and asset impairments (**$271 million**) from divesting misaligned acquisitions[184](index=184&type=chunk)[218](index=218&type=chunk) - Accenture's workforce increased to approximately **779,000** as of August 31, 2025, with a voluntary attrition rate of **14%** (excluding involuntary terminations), up from 13% in fiscal 2024[193](index=193&type=chunk)[194](index=194&type=chunk) [Overview](index=34&type=section&id=Overview) This section provides a high-level summary of Accenture's financial condition and operational highlights [Key Metrics](index=34&type=section&id=Key%20Metrics) This section presents key financial and operational metrics used to evaluate Accenture's performance [Revenues](index=35&type=section&id=Revenues) Accenture's fiscal 2025 revenues increased 7% to $69.7 billion, with strong growth in Americas, EMEA, and various industry groups Revenues by Geographic Market (Fiscal 2025 vs. 2024) | Geographic Market | FY25 Revenue ($B) | FY24 Revenue ($B) | % Increase (USD) | % Increase (Local Currency) | | :--- | :--- | :--- | :--- | :--- | | Americas | $35.1 | $32.6 | 8% | 9% | | EMEA | $24.6 | $22.8 | 8% | 6% | | Asia Pacific | $10.0 | $9.5 | 5% | 4% | | **Total** | **$69.7** | **$64.9** | **7%** | **7%** | Revenues by Industry Group (Fiscal 2025 vs. 2024) | Industry Group | FY25 Revenue ($B) | FY24 Revenue ($B) | % Increase (USD) | % Increase (Local Currency) | | :--- | :--- | :--- | :--- | :--- | | Communications, Media & Technology | $11.5 | $10.8 | 6% | 6% | | Financial Services | $12.8 | $11.6 | 10% | 10% | | Health & Public Service | $14.8 | $13.8 | 7% | 6% | | Products | $21.2 | $19.6 | 8% | 8% | | Resources | $9.5 | $9.1 | 5% | 5% | | **Total** | **$69.7** | **$64.9** | **7%** | **7%** | Revenues by Type of Work (Fiscal 2025 vs. 2024) | Type of Work | FY25 Revenue ($B) | FY24 Revenue ($B) | % Increase (USD) | % Increase (Local Currency) | | :--- | :--- | :--- | :--- | :--- | | Consulting | $35.1 | $33.2 | 6% | 5% | | Managed Services | $34.6 | $31.7 | 9% | 9% | | **Total** | **$69.7** | **$64.9** | **7%** | **7%** | - Consulting revenue growth was driven by client reinvention efforts leveraging cloud, enterprise platforms, security, AI, and data[188](index=188&type=chunk) - Managed services revenue growth was driven by demand for reinvented operations, application development and maintenance, and infrastructure management[189](index=189&type=chunk) [People Metrics](index=36&type=section&id=People%20Metrics) Accenture's workforce grew to 779,000, with consistent utilization and a slight increase in voluntary attrition in fiscal 2025 People Metrics (Fiscal 2025 vs. 2024) | Metric | Fiscal 2025 | Fiscal 2024 | | :--- | :--- | :--- | | Utilization | 92% | 92% | | Workforce | ~779,000 | ~774,000 | | Voluntary Attrition (excl. involuntary) | 14% | 13% | | Q4 FY25 Annualized Voluntary Attrition (excl. involuntary) | 15% | N/A | - The company manages workforce size and composition through hiring adjustments and involuntary terminations to balance skills with client demand[193](index=193&type=chunk)[194](index=194&type=chunk) [New Bookings](index=36&type=section&id=New%20Bookings) New bookings for fiscal 2025 totaled $80.6 billion, a 1% decrease, with consulting up and managed services down New Bookings (Fiscal 2025 vs. 2024) | Type of Work | FY25 New Bookings ($B) | FY24 New Bookings ($B) | % Change (USD) | % Change (Local Currency) | | :--- | :--- | :--- | :--- | :--- | | Consulting | $37.6 | $37.0 | +2% | +2% | | Managed Services | $43.0 | $44.2 | -3% | -3% | | **Total New Bookings** | **$80.6** | **$81.2** | **-1%** | **-1%** | - Managed services bookings typically convert to revenue over a longer period compared to consulting bookings[197](index=197&type=chunk) - The majority of contracts are terminable by clients on short notice, meaning a significant portion of bookings is not included in remaining performance obligations[199](index=199&type=chunk) [Critical Accounting Policies and Estimates](index=37&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Accenture's financial reporting relies on significant estimates and judgments, particularly for revenue recognition and income taxes - Revenue recognition involves judgments on distinct performance obligations, satisfaction over time or at a point in time, and measuring progress towards completion[201](index=201&type=chunk) - Income tax accounting requires judgments on current tax exposures, recoverability of deferred tax assets, and the likely outcomes of ongoing audits and tax proceedings[204](index=204&type=chunk)[206](index=206&type=chunk) - Estimates for total contract costs and variable consideration (like incentive fees) are continuously monitored and subject to revision[202](index=202&type=chunk)[203](index=203&type=chunk) [Revenues by Segment/Geographic Market](index=38&type=section&id=Revenues%20by%20Segment%2FGeographic%20Market) Accenture reports revenues by geographic market, industry group, and type of work, but does not track unit or rate volume - Reportable operating segments are the geographic markets: Americas, EMEA, and Asia Pacific[207](index=207&type=chunk) - Revenues are also categorized by industry group and type of work (consulting and managed services)[207](index=207&type=chunk) - The company does not track standard measures of unit or rate volume, making it difficult to measure revenue growth attributable to price or volume changes[209](index=209&type=chunk) [Results of Operations for Fiscal 2025 Compared to Fiscal 2024](index=39&type=section&id=Results%20of%20Operations%20for%20Fiscal%202025%20Compared%20to%20Fiscal%202024) Fiscal 2025 operating income increased 7% to $10.2 billion, with adjusted operating margin up, and diluted EPS growing 6% to $12.15 Operating Income and Margin (Fiscal 2025 vs. 2024) | Metric | Fiscal 2025 | Fiscal 2024 | Change | | :--- | :--- | :--- | :--- | | Operating Income | $10,226 million | $9,596 million | +7% | | Operating Margin | 14.7% | 14.8% | -0.1% | | Adjusted Operating Margin (Non-GAAP) | 15.6% | 15.5% | +0.1% | Operating Expenses by Category (Fiscal 2025 vs. 2024) | Expense Category | FY25 ($M) | FY25 (% of Rev) | FY24 ($M) | FY24 (% of Rev) | Change ($M) | | :--- | :--- | :--- | :--- | :--- | :--- | | Cost of services | $47,438 | 68.1% | $43,734 | 67.4% | +$3,703 | | Sales and marketing | $7,043 | 10.1% | $6,847 | 10.6% | +$197 | | General and administrative costs | $4,351 | 6.2% | $4,281 | 6.6% | +$70 | | Business optimization costs | $615 | 0.9% | $438 | 0.7% | +$177 | | **Total Operating Expenses** | **$59,447** | **85.3%** | **$55,301** | **85.2%** | **+$4,147** | - Gross margin decreased to **31.9%** in fiscal 2025 from 32.6% in fiscal 2024, primarily due to higher payroll costs[215](index=215&type=chunk) Earnings Per Share (Fiscal 2025 vs. 2024) | Metric | Fiscal 2025 | Fiscal 2024 | | :--- | :--- | :--- | | Diluted EPS (GAAP) | $12.15 | $11.44 | | Adjusted Diluted EPS (Non-GAAP) | $12.93 | $11.95 | - The increase in adjusted diluted EPS was primarily due to higher revenue and operating results, lower share count, and a lower effective tax rate, partially offset by lower non-operating income[237](index=237&type=chunk) [Results of Operations for Fiscal 2024 Compared to Fiscal 2023](index=42&type=section&id=Results%20of%20Operations%20for%20Fiscal%202024%20Compared%20to%20Fiscal%202023) Discussion of fiscal 2024 versus 2023 results is incorporated by reference from the prior year's 10-K report - Discussion and analysis for fiscal 2024 compared to fiscal 2023 are available in the prior year's 10-K report[238](index=238&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) Accenture's liquidity is strong, with cash and equivalents at $11.5 billion and operating cash flows increasing by $2.3 billion - Primary liquidity sources are cash flows from operations, available cash reserves, and debt capacity[239](index=239&type=chunk) Cash and Cash Equivalents (Fiscal Year-End) | Fiscal Year-End | Amount ($B) | | :--- | :--- | | August 31, 2025 | $11.5 | | August 31, 2024 | $5.0 | Cash Flows Summary (Fiscal 2025 vs. 2024) | Activity | FY25 ($M) | FY24 ($M) | Change ($M) | | :--- | :--- | :--- | :--- | | Operating activities | $11,474 | $9,131 | +$2,343 | | Investing activities | $(2,020) | $(7,062) | +$5,042 | | Financing activities | $(2,948) | $(6,064) | +$3,115 | | **Net increase (decrease) in cash** | **$6,474** | **$(4,041)** | **+$10,515** | - The increase in operating cash flows was due to higher net income and lower cash outflows for compensation[242](index=242&type=chunk) - The decrease in cash used in investing activities was primarily due to lower spending on business acquisitions[242](index=242&type=chunk) - Accenture plans to continue using a significant portion of cash from operations for share repurchases in fiscal 2026[246](index=246&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](index=45&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Accenture manages foreign currency risk with forward contracts, has immaterial interest rate risk, and faces equity investment risks [Foreign Currency Risk](index=45&type=section&id=Foreign%20Currency%20Risk) This section details Accenture's exposure to foreign currency fluctuations and its hedging strategies - Accenture uses derivative financial instruments, primarily forward contracts, to manage foreign currency exchange rate risk for cash flow and balance sheet exposures[251](index=251&type=chunk)[252](index=252&type=chunk) - A **10% change** in foreign currency exchange rates against the U.S. dollar would result in a hypothetical change in the fair value of hedge instruments of approximately **$722 million** as of August 31, 2025[253](index=253&type=chunk) [Interest Rate Risk](index=45&type=section&id=Interest%20Rate%20Risk) This section discusses Accenture's exposure to interest rate changes and its management approach - Interest rate risk associated with borrowing and investing activities is not material[254](index=254&type=chunk) [Equity Investment Risk](index=45&type=section&id=Equity%20Investment%20Risk) This section outlines risks associated with Accenture's equity investments, particularly in non-marketable securities - Equity investment risk includes non-marketable securities in privately held companies, which are inherently risky due to early-stage technologies[256](index=256&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=46&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Consolidated Financial Statements and Supplementary Data are incorporated by reference, commencing on page F-1 (page 57) - The Consolidated Financial Statements and Supplementary Data are incorporated by reference and commence on page F-1 (page 57)[258](index=258&type=chunk) [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=46&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) Accenture reports no changes in or disagreements with accountants on accounting and financial disclosure - There have been no changes in or disagreements with accountants on accounting and financial disclosure[259](index=259&type=chunk) [Item 9A. Controls and Procedures](index=46&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management and KPMG LLP concluded that Accenture's disclosure controls and internal control over financial reporting were effective as of August 31, 2025 - Disclosure controls and procedures were evaluated as effective at the reasonable assurance level as of August 31, 2025[260](index=260&type=chunk) - Management concluded that internal control over financial reporting was effective as of August 31, 2025, based on the COSO framework[263](index=263&type=chunk) - KPMG LLP audited and issued a report on the effectiveness of internal control over financial reporting[264](index=264&type=chunk) - No material changes in internal control over financial reporting occurred during the fourth quarter of fiscal 2025[265](index=265&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=46&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section details the evaluation of Accenture's disclosure controls and procedures [Management's Annual Report on Internal Control over Financial Reporting](index=46&type=section&id=Management%27s%20Annual%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting) This section presents management's annual report on the effectiveness of internal control over financial reporting [Changes in Internal Control over Financial Reporting](index=47&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports any material changes in internal control over financial reporting during the period [Item 9B. Other Information](index=47&type=section&id=Item%209B.%20Other%20Information) This section summarizes Rule 10b5-1(c) trading arrangements adopted by executive officers and directors in Q4 fiscal 2025 - Executive officers and directors adopted trading arrangements in Q4 fiscal 2025 under Rule 10b5-1(c)[266](index=266&type=chunk) Executive Officer Trading Arrangements (Q4 Fiscal 2025) | Name | Title | Date of Adoption | Duration of Plan | Aggregate Shares to be Sold | | :--- | :--- | :--- | :--- | :--- | | Julie Sweet | Chair and CEO | July 12, 2025 | Oct 22, 2025 - July 24, 2026 | 39,000 | | Manish Sharma | Chief Strategy and Services Officer | June 24, 2025 | Oct 22, 2025 - July 24, 2026 | 11,500 | | Ryoji Sekido | Co-CEO—Asia Pacific | June 24, 2025 | Oct 22, 2025 - July 24, 2026 | 6,000 | | Mauro Macchi | CEO—EMEA | July 28, 2025 | Oct 27, 2025 - July 24, 2026 | 4,000 | [Trading Arrangements](index=47&type=section&id=Trading%20Arrangements) This section details the trading arrangements adopted by executive officers and directors [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=48&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) Accenture reports no disclosures regarding foreign jurisdictions that prevent inspections - There are no disclosures regarding foreign jurisdictions that prevent inspections[271](index=271&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=49&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2026 proxy statement - Information on executive officers is included in Part I of this Form 10-K[273](index=273&type=chunk) - Remaining information on directors and corporate governance will be incorporated by reference from the definitive proxy statement for the 2026 Annual General Meeting[273](index=273&type=chunk) [Item 11. Executive Compensation](index=49&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation information will be incorporated by reference from the definitive proxy statement for the 2026 Annual General Meeting - Executive compensation information will be incorporated by reference from the definitive proxy statement for the 2026 Annual General Meeting[274](index=274&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=50&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) This section details securities authorized under equity compensation plans, with remaining ownership information incorporated by reference Securities Authorized for Issuance under Equity Compensation Plans (as of August 31, 2025) | Plan Category | Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price | Shares Remaining Available for Future Issuance | | :--- | :--- | :--- | :--- | | 2001 Share Incentive Plan | 1,872 | $— | — | | Amended and Restated 2010 Share Incentive Plan | 16,388,598 | — | 20,971,852 | | Amended and Restated 2010 Employee Share Purchase Plan | — | N/A | 46,056,389 | | **Total** | **16,390,470** | | **67,028,241** | - The remaining information on security ownership will be incorporated by reference from the definitive proxy statement for the 2026 Annual General Meeting[278](index=278&type=chunk) [Securities Authorized for Issuance under Equity Compensation Plans](index=50&type=section&id=Securities%20Authorized%20for%20Issuance%20under%20Equity%20Compensation%20Plans) This section provides details on securities authorized for issuance under Accenture's equity compensation plans [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=50&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on certain relationships, related transactions, and director independence will be incorporated by reference from the 2026 proxy statement - Information on certain relationships, related transactions, and director independence will be incorporated by reference from the definitive proxy statement for the 2026 Annual General Meeting[279](index=279&type=chunk) [Item 14. Principal Accountant Fees and Services](index=51&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and services will be incorporated by reference from the 2026 Annual General Meeting proxy statement - Information on principal accountant fees and services will be incorporated by reference from the definitive proxy statement for the 2026 Annual General Meeting[280](index=280&type=chunk) Part IV [Item 15. Exhibits, Financial Statement Schedules](index=52&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists exhibits, financial statements, and an Exhibit Index, including corporate documents and certifications - The report includes Consolidated Financial Statements as of August 31, 2025 and 2024, and for the three years ended August 31, 2025[281](index=281&type=chunk) - No Financial Statement Schedules are filed[281](index=281&type=chunk) - A detailed Exhibit Index lists various corporate documents, agreements, and certifications, including the Amended and Restated Memorandum and Articles of Association, Indenture for senior unsecured notes, and various share incentive plans[281](index=281&type=chunk)[282](index=282&type=chunk)[283](index=283&type=chunk) [Item 16. Form 10-K Summary](index=54&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to Accenture - This item is not applicable[285](index=285&type=chunk) [Signatures](index=55&type=section&id=Signatures) The Annual Report on Form 10-K was signed on October 10, 2025, by authorized executive officers and directors - The Annual Report on Form 10-K was signed on October 10, 2025[286](index=286&type=chunk) - Signatories include Julie Sweet (CEO, Chair), Angie Park (CFO), Melissa A. Burgum (Chief Accounting Officer), and other directors[287](index=287&type=chunk)[288](index=288&type=chunk)[289](index=289&type=chunk) Consolidated Financial Statements and Supplementary Data This section presents the audited consolidated financial statements and related notes for Accenture [Report of Independent Registered Public Accounting Firm](index=58&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) KPMG LLP issued unqualified opinions on Accenture's consolidated financial statements and internal control over financial reporting for fiscal 2025 - KPMG LLP issued an unqualified opinion on the consolidated financial statements for the three-year period ended August 31, 2025, stating they present fairly in conformity with U.S. GAAP[291](index=291&type=chunk)[292](index=292&type=chunk) - KPMG LLP also issued an unqualified opinion on the effectiveness of Accenture's internal control over financial reporting as of August 31, 2025[291](index=291&type=chunk)[292](index=292&type=chunk) - Critical audit matters included the evaluation of estimated costs to complete certain technology integration consulting services contracts and unrecognized tax benefits related to transfer pricing[298](index=298&type=chunk)[300](index=300&type=chunk)[303](index=303&type=chunk) [Consolidated Balance Sheets](index=61&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to $65.4 billion, driven by cash and goodwill, while liabilities rose due to long-term debt, and equity grew to $32.2 billion Consolidated Balance Sheet Highlights (as of August 31) | Item | 2025 ($M) | 2024 ($M) | Change ($M) | | :--- | :--- | :--- | :--- | | **ASSETS** | | | | | Cash and cash equivalents | $11,478,729 | $5,004,469 | +$6,474,260 | | Receivables and contract assets (current) | $14,985,073 | $13,664,847 | +$1,320,226 | | Goodwill | $22,536,416 | $21,120,179 | +$1,416,237 | | Total assets | **$65,394,897** | **$55,932,363** | **+$9,462,534** | | **LIABILITIES** | | | | | Current portion of long-term debt and bank borrowings | $114,484 | $946,229 | -$831,745 | | Long-term debt | $5,034,169 | $78,628 | +$4,955,541 | | Total current liabilities | $20,352,097 | $18,976,127 | +$1,375,970 | | Total non-current liabilities | $12,801,833 | $7,787,988 | +$5,013,845 | | **SHAREHOLDERS' EQUITY** | | | | | Total shareholders' equity | **$32,240,967** | **$29,168,248** | **+$3,072,719** | [Consolidated Income Statements](index=62&type=section&id=Consolidated%20Income%20Statements) Revenues increased to $69.7 billion in fiscal 2025, with net income rising to $7.7 billion and diluted EPS growing to $12.15 Consolidated Income Statement Highlights (Fiscal Years Ended August 31) | Item | 2025 ($M) | 2024 ($M) | 2023 ($M) | | :--- | :--- | :--- | :--- | | Revenues | $69,672,977 | $64,896,464 | $64,111,745 | | Total operating expenses | $59,447,313 | $55,300,617 | $55,301,856 | | Operating income | $10,225,664 | $9,595,847 | $8,809,889 | | Income before income taxes | $10,270,393 | $9,699,323 | $9,139,332 | | Income tax expense | $2,437,993 | $2,280,126 | $2,135,802 | | Net income attributable to Accenture plc | $7,678,433 | $7,264,787 | $6,871,557 | | Diluted earnings per Class A ordinary share | $12.15 | $11.44 | $10.77 | | Cash dividends per share | $5.92 | $5.16 | $4.48 | [Consolidated Statements of Comprehensive Income](index=63&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Net income was $7.8 billion, with total comprehensive income of $7.9 billion, influenced by foreign currency translation gains Consolidated Statements of Comprehensive Income Highlights (Fiscal Years Ended August 31) | Item | 2025 ($M) | 2024 ($M) | 2023 ($M) | | :--- | :--- | :--- | :--- | | Net income | $7,832,400 | $7,419,197 | $7,003,530 | | Other comprehensive income (loss) attributable to Accenture plc | $89,363 | $188,359 | $447,241 | | Comprehensive income | $7,927,994 | $7,609,673 | $7,459,260 | | Comprehensive income attributable to Accenture plc | $7,767,796 | $7,453,146 | $7,318,798 | - Foreign currency translation contributed **$235.7 million** in other comprehensive income in fiscal 2025[310](index=310&type=chunk) - Cash flow hedges resulted in a net loss of **$204.6 million** in other comprehensive income in fiscal 2025[310](index=310&type=chunk) [Consolidated Shareholders' Equity Statements](index=64&type=section&id=Consolidated%20Shareholders%27%20Equity%20Statements) Total shareholders' equity increased to $32.2 billion, driven by net income and share-based compensation, offset by repurchases and dividends Consolidated Shareholders' Equity Highlights (as of August 31) | Item | 2025 ($M) | 2024 ($M) | 2023 ($M) | | :--- | :--- | :--- | :--- | | Total Accenture plc shareholders' equity | $31,195,446 | $28,288,646 | $25,692,839 | | Total shareholders' equity | $32,240,967 | $29,168,248 | $26,458,593 | | Net income attributable to Accenture plc | $7,678,433 | $7,264,787 | $6,871,557 | | Purchases of Class A shares | $(4,614,969) | $(4,509,392) | $(4,322,529) | | Share-based compensation expense | $2,093,878 | $1,941,590 | $1,913,051 | | Dividends | $(3,696,677) | $(3,238,259) | $(2,824,435) | - During fiscal 2025, Accenture cancelled **22,738,965 Class A ordinary shares** held as treasury shares, with an aggregate cost of **$6.7 billion**[313](index=313&type=chunk)[436](index=436&type=chunk) [Consolidated Cash Flows Statements](index=67&type=section&id=Consolidated%20Cash%20Flows%20Statements) Operating cash flows increased to $11.5 billion, investing cash use decreased due to lower acquisitions, and financing cash use also decreased Consolidated Cash Flows Summary (Fiscal Years Ended August 31) | Activity | 2025 ($M) | 2024 ($M) | 2023 ($M) | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $11,474,399 | $9,131,027 | $9,524,268 | | Net cash provided by (used in) investing activities | $(2,019,650) | $(7,061,818) | $(2,622,470) | | Net cash provided by (used in) financing activities | $(2,948,334) | $(6,063,508) | $(5,645,326) | | Net increase (decrease) in cash and cash equivalents | $6,474,260 | $(4,040,563) | $1,155,199 | | Cash and cash equivalents, end of period | $11,478,729 | $5,004,469 | $9,045,032 | - The increase in operating cash flows was primarily due to higher net income and lower cash outflows for certain compensation payments[242](index=242&type=chunk)[314](index=314&type=chunk) - The decrease in cash used in investing activities was primarily due to lower spending on business acquisitions[242](index=242&type=chunk)[314](index=314&type=chunk) - The decrease in cash used in financing activities was primarily due to higher net proceeds from borrowings[242](index=242&type=chunk)[314](index=314&type=chunk) [Notes to Consolidated Financial Statements](index=68&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed notes explaining the accounting policies, estimates, and specific financial statement line items [Note 1. Summary of Significant Accounting Policies](index=68&type=section&id=Note%201.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines Accenture's significant accounting policies for revenue recognition, income taxes, share-based compensation, and business optimization costs - Accenture recognizes revenue over time for managed services and technology integration consulting, and at a point in time for certain non-technology consulting, based on progress towards satisfying performance obligations[324](index=324&type=chunk)[325](index=325&type=chunk)[326](index=326&type=chunk)[327](index=327&type=chunk) - Variable consideration, such as incentive fees, is included in the transaction price when reasonably estimable and a significant revenue reversal is not probable[322](index=322&type=chunk)[323](index=323&type=chunk) - Income taxes involve estimating current tax exposures and judging the recoverability of deferred tax assets, with ongoing audits and investigations[332](index=332&type=chunk) Business Optimization Costs (Fiscal 2025 vs. 2024) | Item | Fiscal 2025 ($M) | Fiscal 2024 ($M) | | :--- | :--- | :--- | | Employee severance | $344 | N/A | | Asset impairments | $271 | N/A | | **Total Business Optimization Costs** | **$615** | **$438** | - Accenture retrospectively adopted ASU No. 2023-07 (Improvements to Reportable Segment Disclosures) in fiscal 2025 and is evaluating ASU No. 2023-09 (Improvements to Income Tax Disclosures) and ASU No. 2024-03 (Disaggregation of Income Statement Expenses) for future periods[349](index=349&type=chunk)[350](index=350&type=chunk)[351](index=351&type=chunk) [Note 2. Revenues](index=74&type=section&id=Note%202.%20Revenues) Remaining performance obligations were $34 billion, with $4.3 billion in deferred revenues recognized in fiscal 2025 Remaining Performance Obligations (as of August 31) | Fiscal Year-End | Amount ($B) | | :--- | :--- | | 2025 | $34 | | 2024 | $30 | - Approximately **65%** of remaining performance obligations as of August 31, 2025, are expected to be recognized as revenue in fiscal 2026[353](index=353&type=chunk) - Revenues recognized during fiscal 2025 that were included in Deferred revenues as of August 31, 2024, amounted to **$4.3 billion**[357](index=357&type=chunk) Contract Balances (as of August 31) | Item | 2025 ($M) | 2024 ($M) | | :--- | :--- | :--- | | Receivables | $13,065,433 | $11,873,442 | | Contract assets (current) | $1,919,640 | $1,791,405 | | Deferred revenues (current) | $6,073,170 | $5,174,923 | | Deferred revenues (non-current) | $642,361 | $641,091 | [Note 3. Earnings Per Share](index=75&type=section&id=Note%203.%20Earnings%20Per%20Share) Diluted earnings per share for fiscal 2025 was $12.15, calculated based on net income and diluted weighted average shares Earnings Per Share Calculation (Fiscal Years Ended August 31) | Item | 2025 | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Net income attributable to Accenture plc ($M) | $7,678,433 | $7,264,787 | $6,871,557 | | Basic weighted average Class A ordinary shares | 624,891,649 | 627,852,613 | 630,608,186 | | Basic earnings per share | $12.29 | $11.57 | $10.90 | | Diluted weighted average Class A ordinary shares | 632,435,108 | 635,940,044 | 638,591,616 | | Diluted earnings per share | $12.15 | $11.44 | $10.77 | - Diluted EPS calculation assumes the exchange of all Accenture Canada Holdings Inc. exchangeable shares for Accenture plc Class A ordinary shares on a one-for-one basis[358](index=358&type=chunk) [Note 4. Accumulated Other Comprehensive Loss](index=76&type=section&id=Note%204.%20Accumulated%20Other%20Comprehensive%20Loss) Accumulated other comprehensive loss decreased to $(1.465) billion, driven by foreign currency translation gains and cash flow hedge losses Accumulated Other Comprehensive Loss (as of August 31) | Item | 2025 ($M) | 2024 ($M) | 2023 ($M) | | :--- | :--- | :--- | :--- | | Foreign currency translation, net of tax | $235,681 | $214,889 | $341,688 | | Defined benefit plans, net of tax | $58,232 | $(27,669) | $122,268 | | Cash flow hedges, net of tax | $(204,550) | $1,139 | $(16,715) | | **Accumulated other comprehensive loss** | **$(1,465,379)** | **$(1,554,742)** | **$(1,743,101)** | - Approximately **$115 million** of net unrealized losses related to derivatives designated as cash flow hedges are expected to be reclassified into cost of services within the next twelve months[360](index=360&type=chunk) [Note 5. Property and Equipment](index=77&type=section&id=Note%205.%20Property%20and%20Equipment) Net property and equipment increased to $1.566 billion, with depreciation expense of $622.5 million in fiscal 2025 Property and Equipment, Net (as of August 31) | Item | 2025 ($M) | 2024 ($M) | | :--- | :--- | :--- | | Computers, related equipment and software | $2,260,910 | $2,163,222 | | Furniture and fixtures | $447,533 | $431,516 | | Leasehold improvements | $1,784,561 | $1,640,236 | | Property and equipment, gross | $4,493,004 | $4,234,974 | | Total accumulated depreciation | $(2,926,630) | $(2,713,855) | | **Property and equipment, net** | **$1,566,374** | **$1,521,119** | Depreciation Expense (Fiscal Years Ended August 31) | Fiscal Year | Amount ($M) | | :--- | :--- | | 2025 | $622,493 | | 2024 | $547,935 | | 2023 | $620,659 | [Note 6. Business Combinations](index=77&type=section&id=Note%206.%20Business%20Combinations) Accenture completed several acquisitions in fiscal 2025 for $1.169 billion, adding $1.054 billion in goodwill - Accenture completed a number of individually immaterial acquisitions in fiscal 2025, 2024, and 2023 to expand solutions and services[362](index=362&type=chunk) Acquisition Details (Fiscal Years Ended August 31) | Item | 2025 ($M) | 2024 ($M) | 2023 ($M) | | :--- | :--- | :--- | :--- | | Total consideration | $1,168,698 | $6,456,648 | $2,482,109 | | Goodwill | $1,054,190 | $5,320,890 | $2,094,972 | | Intangible assets | $199,120 | $1,265,290 | $544,661 | - Intangible assets primarily consist of customer-related intangibles, amortized over four to eighteen years[362](index=362&type=chunk) [Note 7. Goodwill and Intangible Assets](index=78&type=section&id=Note%207.%20Goodwill%20and%20Intangible%20Assets) Goodwill increased to $22.5 billion, with no impairment, and definite-lived intangible assets totaled $2.4 billion Goodwill by Geographic Market (as of August 31) | Geographic Market | 2025 ($M) | 2024 ($M) | 2023 ($M) | | :--- | :--- | :--- | :--- | | Americas | $12,414,698 | $11,960,650 | $9,149,539 | | EMEA | $8,036,627 | $7,341,686 | $5,152,149 | | Asia Pacific | $2,085,091 | $1,817,843 | $1,271,315 | | **Total** | **$22,536,416** | **$21,120,179** | **$15,573,003** | - No goodwill impairment existed as of August 31, 2025 or 2024[343](index=343&type=chunk) Definite-Lived Intangible Assets (as of August 31, 2025) | Intangible Asset Class | Net Carrying Amount ($M) | | :--- | :--- | | Customer-related | $2,163,436 | | Technology | $120,428 | | Patents | $42,309 | | Other | $84,582 | | **Total** | **$2,410,755** | Intangible Asset Amortization Expense (Fiscal Years Ended August 31) | Fiscal Year | Amount ($M) | | :--- | :--- | | 2025 | $745,892 | | 2024 | $530,062 | | 2023 | $440,957 | [Note 8. Leases](index=79&type=section&id=Note%208.%20Leases) Accenture's lease obligations are primarily for office real estate, with operating lease costs of $729.7 million in fiscal 2025 - Substantially all lease obligations are for office real estate[366](index=366&type=chunk) Lease Costs (Fiscal Years Ended August 31) | Item | 2025 ($M) | 2024 ($M) | 2023 ($M) | | :--- | :--- | :--- | :--- | | Operating lease cost | $729,727 | $719,434 | $868,082 | | Variable lease cost | $229,094 | $220,953 | $213,078 | | Sublease income | $(16,122) | $(18,618) | $(17,061) | | **Total** | **$942,699** | **$921,769** | **$1,064,099** | Operating Lease Metrics (as of August 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Weighted average remaining lease term | 6.5 years | 6.7 years | | Weighted average discount rate | 4.3% | 4.2% | - Future undiscounted cash outflows for operating leases total **$3.47 billion** as of August 31, 2025[371](index=371&type=chunk) [Note 9. Financial Instruments](index=81&type=section&id=Note%209.%20Financial%20Instruments) Accenture uses derivative financial instruments to manage foreign currency risk, with $36.8 million maximum credit risk from derivatives - Accenture uses derivative financial instruments (foreign currency forward contracts) to manage foreign currency exchange rate risk, not for trading[372](index=372&type=chunk) - Credit risk from derivatives is limited to the fair value of favorable contracts, totaling **$36.8 million** as of August 31, 2025[373](index=373&type=chunk) - Cash flow hedges are used to mitigate foreign exchange risk of forecasted intercompany expenses, with **$10.2 million** net losses reclassified into Cost of services in fiscal 2025[376](index=376&type=chunk)[378](index=378&type=chunk) - Undesignated foreign currency forward contracts, hedging balance sheet exposures, resulted in net losses of **$147.2 million** in fiscal 2025[379](index=379&type=chunk) Fair Value of Derivative Instruments (as of August 31) | Item | 2025 ($M) | 2024 ($M) | | :--- | :--- | :--- | | Total derivative assets | $36,847 | $119,248 | | Total derivative liabilities | $281,389 | $90,567 | | **Total fair value (net)** | **$(244,542)** | **$28,681** | | Total notional value | $17,201,447 | $14,824,483 | [Note 10. Borrowings and Indebtedness](index=83&type=section&id=Note%2010.%20Borrowings%20and%20Indebtedness) Accenture issued $5 billion in senior unsecured notes, bringing total outstanding debt to $5.1 billion as of August 31, 2025 - Accenture Capital Inc. issued **$5 billion** aggregate principal amount of senior unsecured notes in October 2024, maturing from 2027 through 2034[381](index=381&type=chunk) Total Outstanding Debt (as of August 31) | Item | 2025 ($M) | 2024 ($M) | | :--- | :--- | :--- | | Current portion of long-term debt and bank borrowings | $114,484 | $946,229 | | Long-term debt (Senior notes) | $4,967,226 | $0 | | Other long-term debt | $66,943 | $78,628 | | **Total outstanding debt** | **$5,100,000 (principal)** | **$935,000 (principal)** | - Accenture maintains a **$5.5 billion** syndicated loan facility maturing in May 2029, and other uncommitted credit facilities[385](index=385&type=chunk)[386](index=386&type=chunk) - No borrowings were outstanding under the syndicated loan facility or other credit facilities as of August 31, 2025[386](index=386&type=chunk)[387](index=387&type=chunk) [Note 11. Income Taxes](index=85&type=section&id=Note%2011.%20Income%20Taxes) Fiscal 2025 income tax expense was $2.438 billion (23.7% effective rate), with $2.410 billion in unrecognized tax benefits Income Tax Expense (Fiscal Years Ended August 31) | Item | 2025 ($M) | 2024 ($M) | 2023 ($M) | | :--- | :--- | :--- | :--- | | Current taxes | $2,080,645 | $2,374,114 | $2,404,755 | | Deferred taxes (benefit) expense | $357,348 | $(93,988) | $(268,953) | | **Total income tax expense** | **$2,437,993** | **$2,280,126** | **$2,135,802** | Effective Income Tax Rate Reconciliation (Fiscal Years Ended August 31) | Item | 2025 | 2024 | 2023 | | :--- | :--- | :--- | :--- | | U.S. federal statutory income tax rate | 21.0% | 21.0% | 21.0% | | Non-U.S. operations taxed at other rates | — | 1.0% | 1.4% | | Other net activity in unrecognized tax benefits | 3.0% | 2.7% | 3.2% | | **Effective income tax rate** | **23.7%** | **23.5%** | **23.4%** | - As of August 31, 2025, Accenture had **$2.410 billion** of unrecognized tax benefits, with **$1.615 billion** potentially favorably affecting the effective tax rate if recognized[397](index=397&type=chunk) - The company is negotiating a bilateral Advance Pricing Agreement (APA) with the U.S. and Ireland covering fiscal 2021 through 2025, expected to conclude in fiscal 2026 or 2027[399](index=399&type=chunk) - Ireland and other countries where Accenture operates have enacted Pillar Two, the OECD's global minimum tax rate, which applies starting fiscal year 2025[112](index=112&type=chunk) [Note 12. Retirement and Profit Sharing Plans](index=88&type=section&id=Note%2012.%20Retirement%20and%20Profit%20Sharing%20Plans) Accenture maintains defined benefit and contribution plans, with pension expense of $219.9 million and a funded status of $(1.116) billion Pension and Postretirement Expense (Fiscal Years Ended August 31) | Item | 2025 ($M) | 2024 ($M) | 2023 ($M) | | :--- | :--- | :--- | :--- | | Pension expense | $219,933 | $222,891 | $206,346 | | Postretirement expense | Not material | Not material | Not material | Funded Status for Defined Benefit Plans (as of August 31) | Item | 2025 ($M) | 2024 ($M) | | :--- | :--- | :--- | | Funded status, end of year (Pension Plans) | $(1,116,081) | $(1,057,951) | | Funded status, end of year (Postretirement Plans) | $(538,989) | $(566,831) | - Plan assets are invested in a diversified portfolio primarily consisting of fixed income instruments and equities to mitigate market and interest rate risks[412](index=412&type=chunk) Defined Contribution Plan Expenses (Fiscal Years Ended August 31) | Fiscal Year | Amount ($M) | | :--- | :--- | | 2025 | $949,214 | | 2024 | $914,092 | | 2023 | $976,230 | [Note 13. Share-Based Compensation](index=94&type=section&id=Note%2013.%20Share-Based%20Compensation) Share-based compensation expense was $2.094 billion in fiscal 2025, with 7.64 million RSUs granted and shares available for future grants Share-Based Compensation Expense (Fiscal Years Ended August 31) | Item | 2025 ($M) | 2024 ($M) | 2023 ($M) | | :--- | :--- | :--- | :--- | | Total share-based compensation expense | $2,093,878 | $1,941,590 | $1,913,051 | | Income tax benefit related to share-based compensation | $581,521 | $572,904 | $585,767 | - As of August 31, 2025, **20,971,852 shares** were available for future grants under the Amended and Restated Accenture plc 2010 Share Incentive Plan[422](index=422&type=chunk) Restricted Share Unit Activity (Fiscal 2025) | Item | Number of Restricted Share Units | Weighted Average Grant-Date Fair Value | | :--- | :--- | :--- | | Nonvested balance as of Aug 31, 2024 | 15,823,227 | $311.06 | | Granted | 7,642,010 | $346.49 | | Vested | (6,119,669) | $310.36 | | Forfeited | (1,360,494) | $345.82 | | **Nonvested balance as of Aug 31, 2025** | **15,985,074** | **$325.33** | - As of August 31, 2025, there was **$1.672 billion** of unrecognized RSU compensation expense, expected to be recognized over a weighted average period of **1.1 years**[425](index=425&type=chunk) - The 2010 ESPP allows eligible employees to purchase Class A ordinary shares at a discount, and Accenture Leadership participants in the VEIP receive matching restricted share units[427](index=427&type=chunk) [Note 14. Shareholders' Equity](index=96&type=section&id=Note%2014.%20Shareholders%27%20Equity) Accenture's equity structure includes various share classes, with $4.615 billion in share repurchases and $3.7 billion in dividends in fiscal 2025 - Accenture plc has Ordinary Shares (non-voting, liquidation rights), Class A Ordinary Shares (voting, dividend, liquidation rights), and Class X Ordinary Shares (voting, no dividends, no liquidation rights, linked to exchangeable shares)[429](index=429&type=chunk)[430](index=430&type=chunk)[431](index=431&type=chunk) - Holders of Accenture Canada Holdings Inc. exchangeable shares can exchange them for Accenture plc Class A ordinary shares on a one-for-one basis[432](index=432&type=chunk) Share Purchase Activity (Fiscal 2025) | Item | Class A Ordinary Shares (Shares) | Class A Ordinary Shares (Amount $M) | Accenture Canada Exchangeable Shares (Shares) | Accenture Canada Exchangeable Shares (Amount $M) | | :--- | :--- | :--- | :--- | :--- | | Open-market share purchases | 11,878,584 | $3,838,976 | — | — | | Other share purchase programs | — | — | 12,271 | $4,528 | | Other purchases (e.g., tax withholding) | 2,203,778 | $775,993 | — | — | | **Total** | **14,082,362** | **$4,614,969** | **12,271** | **$4,528** | - During fiscal 2025, **22,738,965 treasury shares** were cancelled, with an aggregate cost of **$6.666 billion**[436](index=436&type=chunk) Dividend Payments (Fiscal 2025) | Dividend Payment Date | Dividend Per Share | Total Cash Outlay ($M) | | :--- | :--- | :--- | | November 15, 2024 | $1.48 | $925,558 | | February 14, 2025 | $1.48 | $928,992 | | May 15, 2025 | $1.48 | $923,894 | | August 15, 2025 | $1.48 | $921,725 | | **Total Dividends** | | **$3,700,169** | - On September 22, 2025, the Board declared a quarterly cash dividend of **$1.63 per share** and approved an additional **$5 billion** in share repurchase authority[438](index=438&type=chunk) [Note 15. Commitments and Contingencies](index=98&type=section&id=Note%2015.%20Commitments%20and%20

[Executive Summary & Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Highlights) Apogee reported **solid Q2 FY26 results** with **4.6% net sales increase to $358.2 million**, despite profitability declines [Second Quarter Fiscal 2026 Overview](index=1&type=section&id=Second%20Quarter%20Fiscal%202026%20Overview) Apogee Enterprises reported solid second-quarter fiscal 2026 results with a 4.6% increase in net sales, reaching $358.2 million, though net earnings and diluted EPS decreased | Metric | August 30, 2025 ($ in thousands) | August 31, 2024 ($ in thousands) | % Change | | :-------------------------- | :------------------------------- | :------------------------------- | :------- | | Net sales | $358,194 | $342,440 | 4.6% | | Net earnings | $23,649 | $30,566 | (22.6)% | | Diluted earnings per share | $1.10 | $1.40 | (21.4)% | | Adjusted EBITDA | $44,368 | $53,122 | (16.5)% | | Adjusted EBITDA margin | 12.4 % | 15.5 % | | | Adjusted diluted earnings per share | $0.98 | $1.44 | (31.9)% | [CEO Commentary](index=1&type=section&id=CEO%20Commentary) CEO Ty R. Silberhorn highlighted solid Q2 results driven by revenue growth in Performance Surfaces and Architectural Services, emphasizing continued strategic execution and tariff mitigation - **Solid second quarter results** led by revenue growth in Performance Surfaces and Architectural Services[2](index=2&type=chunk) - Continued focus on executing strategy and tariff mitigation plans in a dynamic operating environment[2](index=2&type=chunk) - Growth potential unlocked by UW Solutions acquisition, combined with structural cost savings and operational efficiencies from Project Fortify Phase 2, will enhance ability to deliver sustained long-term value[2](index=2&type=chunk) [Key Financial Highlights](index=1&type=section&id=Key%20Financial%20Highlights) The company reported a 4.6% increase in net sales to $358 million, with EBITDA and adjusted EBITDA margins at 12.4%, and updated its fiscal 2026 outlook - Net sales increased **4.6%** to **$358 million**[3](index=3&type=chunk) - EBITDA margin and adjusted EBITDA margin of **12.4%**[3](index=3&type=chunk) - Diluted earnings per share of **$1.10** and adjusted diluted earnings per share of **$0.98**[3](index=3&type=chunk) - Updates outlook for net sales and adjusted diluted EPS[3](index=3&type=chunk) [Consolidated Financial Results](index=2&type=section&id=Consolidated%20Financial%20Results) This section details the company's Q2 FY26 consolidated financial performance, including sales, profitability, cash flow, debt, and updated fiscal year 2026 outlook [Second Quarter Fiscal 2026 Performance](index=2&type=section&id=Second%20Quarter%20Fiscal%202026%20Performance) Consolidated net sales increased by 4.6% to $358.2 million, primarily due to the UW Solutions acquisition and higher volume in Architectural Services, partially offset by declines in Architectural Glass and unfavorable mix in Architectural Metals - Consolidated net sales increased **4.6%** to **$358.2 million**, driven by **$24.9 million** inorganic sales from UW Solutions acquisition and higher volume in Architectural Services, offset by lower volume/price in Architectural Glass and **unfavorable mix** in Architectural Metals[8](index=8&type=chunk) - Gross margin decreased to **23.1%** (from **28.4%**) due to lower price/volume, **unfavorable mix**, and higher material, tariff, and health insurance costs, partially offset by lower incentive compensation[8](index=8&type=chunk) - Operating income declined to **$26.9 million** from **$42.0 million** (**35.9% decrease**), and operating margin decreased **480 basis points** to **7.5%**[8](index=8&type=chunk) - Adjusted EBITDA decreased to **$44.4 million** (from **$53.1 million**), and adjusted EBITDA margin decreased to **12.4%** (from **15.5%**), primarily due to lower price/volume, **unfavorable mix**, and higher material, tariff, and health insurance costs[8](index=8&type=chunk) - Interest expense increased to **$4.1 million** due to higher debt from the UW Solutions acquisition[8](index=8&type=chunk) - Other income was **$5.1 million**, primarily from a **$4.6 million** gain related to a New Market Tax Credit[8](index=8&type=chunk) - Income tax expense as a percentage of earnings before income tax was **15.4%** (compared to **25.7%**), primarily due to a decrease in tax expense for discrete items[8](index=8&type=chunk) [Financial Condition](index=3&type=section&id=Financial%20Condition) Net cash provided by operating activities in Q2 FY26 was $57.1 million, a slight decrease from the prior year, with year-to-date operating cash flow decreasing significantly due to lower net earnings and increased working capital usage | Metric | Q2 FY26 ($M) | Q2 FY25 ($M) | YTD FY26 ($M) | YTD FY25 ($M) | | :-------------------------------- | :----------- | :----------- | :------------ | :------------ | | Net cash provided by operating activities | $57.1M | $58.7M | $37.3M | $64.1M | - Year-to-date change in operating cash flow primarily driven by **lower net earnings** and an increase in cash used for working capital, including a **$13.7 million** arbitration award settlement[12](index=12&type=chunk) - Net cash used in investing activities was **$10.9 million**, primarily for capital expenditures[12](index=12&type=chunk) - Returned **$11 million** of cash to shareholders through dividend payments[12](index=12&type=chunk) - Quarter-end long-term debt decreased **$41 million** from Q1 to **$270 million**, reducing the **Consolidated Leverage Ratio** to **1.5x**[12](index=12&type=chunk) [Fiscal Year 2026 Outlook](index=3&type=section&id=Fiscal%20Year%202026%20Outlook) Apogee updated its fiscal 2026 outlook, projecting net sales between $1.39 billion and $1.42 billion, with adjusted diluted EPS between $3.60 and $3.90, including tariff impacts | Metric | Low Range (FY26 Outlook) | High Range (FY26 Outlook) | | :-------------------------- | :----------------------- | :------------------------ | | Net sales | $1.39 billion | $1.42 billion | | Diluted EPS | $2.79 | $3.19 | | Adjusted diluted EPS | $3.60 | $3.90 | - Projected unfavorable EPS impact from tariffs of **$0.35 to $0.45**[14](index=14&type=chunk) - Assumes an effective tax rate of approximately **27%**[14](index=14&type=chunk) - Continues to assume capital expenditures between **$35 million to $40 million**[14](index=14&type=chunk) [Segment Results (Second Quarter Fiscal 2026 Compared to Second Quarter Fiscal 2025)](index=2&type=section&id=Segment%20Results) This section provides a comparative analysis of net sales and adjusted EBITDA for each business segment in Q2 FY26 versus Q2 FY25 [Architectural Metals](index=2&type=section&id=Architectural%20Metals) Architectural Metals net sales slightly decreased to $140.9 million, with adjusted EBITDA declining to $20.8 million (14.8% of net sales) due to unfavorable mix and higher costs | Metric | Q2 FY26 ($M) | Q2 FY25 ($M) | % Change | | :-------------------- | :----------- | :----------- | :------- | | Net sales | $140.9M | $141.4M | (0.3)% | | Adjusted EBITDA | $20.8M | $22.2M | (6.3)% | | Adjusted EBITDA margin | 14.8% | 15.7% | | - Lower adjusted EBITDA margin primarily driven by **unfavorable mix** and **higher material and tariff costs**, partially offset by **lower incentive compensation expense**[5](index=5&type=chunk) [Architectural Services](index=2&type=section&id=Architectural%20Services) Architectural Services net sales increased to $100.5 million due to higher volume, but adjusted EBITDA decreased to $5.0 million (5.0% of net sales) primarily due to project mix | Metric | Q2 FY26 ($M) | Q2 FY25 ($M) | % Change | | :-------------------- | :----------- | :----------- | :------- | | Net sales | $100.5M | $98.0M | 2.5% | | Adjusted EBITDA | $5.0M | $7.3M | (31.7)% | | Adjusted EBITDA margin | 5.0% | 7.5% | | - Decrease in adjusted EBITDA margin primarily driven by **project mix**, partially offset by **lower short-term incentive compensation costs**[6](index=6&type=chunk) - **Segment backlog** at the end of the quarter was **$792.3 million**, compared to $682.9 million at the end of the first quarter[6](index=6&type=chunk) [Architectural Glass](index=2&type=section&id=Architectural%20Glass) Architectural Glass net sales significantly decreased to $72.2 million due to lower volume and price, resulting in adjusted EBITDA falling to $11.6 million (16.1% of net sales) | Metric | Q2 FY26 ($M) | Q2 FY25 ($M) | % Change | | :-------------------- | :----------- | :----------- | :------- | | Net sales | $72.2M | $90.1M | (19.9)% | | Adjusted EBITDA | $11.6M | $24.1M | (51.8)% |