Transcontinental Realty Investors(TCI) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the company's unaudited consolidated financial statements and management's discussion and analysis for the period Item 1. Financial Statements This section presents the unaudited consolidated financial statements and accompanying notes for Transcontinental Realty Investors, Inc. for the periods ended June 30, 2025, and December 31, 2024 Consolidated Balance Sheets This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | Percentage Change | | :-------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------------------ | | Total Assets | $1,126,526 | $1,070,545 | $55,981 | 5.23% | | Real Estate | $605,862 | $557,388 | $48,474 | 8.70% | | Total Liabilities | $269,635 | $217,734 | $51,901 | 23.84% | | Total Equity | $856,891 | $852,811 | $4,080 | 0.48% | Consolidated Statements of Operations This section outlines the company's financial performance over specific periods, including revenues and net income Consolidated Statements of Operations (in thousands) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :-------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Total Revenue | $12,160 | $11,773 | $24,168 | $23,672 | | Net Income Attributable to the Company | $169 | $1,498 | $4,787 | $4,047 | | Earnings per share - basic and diluted | $0.02 | $0.17 | $0.55 | $0.47 | - Net income attributable to the Company decreased by $1,329 thousand for the three months ended June 30, 2025, compared to the same period in 2024, but increased by $740 thousand for the six months ended June 30, 2025, compared to the same period in 2024[12] Consolidated Statements of Equity This section details changes in the company's equity, including shareholder and noncontrolling interests Consolidated Statements of Equity (in thousands) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Total Shareholders' Equity | $837,673 | $832,278 | | Noncontrolling Interest | $19,218 | $20,533 | | Total Equity | $856,891 | $852,811 | - The company purchased IOR shares totaling $1,025 thousand during the six months ended June 30, 2025, impacting noncontrolling interest[14] Consolidated Statements of Cash Flows This section presents the cash inflows and outflows from operating, investing, and financing activities Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Variance (in thousands) | | :-------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :---------------------- | | Net cash (used in) provided by operating activities | $(10,340) | $3,358 | $(13,698) | | Net cash used in investing activities | $(25,431) | $(3,017) | $(22,414) | | Net cash provided by (used in) financing activities | $29,494 | $(2,354) | $31,848 | | Net decrease in cash, cash equivalents and restricted cash | $(6,277) | $(2,013) | $(4,264) | | Cash, cash equivalents and restricted cash, end of period | $34,195 | $77,014 | $(42,819) | Notes to Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the consolidated financial statements 1. Organization This note describes Transcontinental Realty Investors, Inc.'s corporate structure, business activities, and real estate portfolio - Transcontinental Realty Investors, Inc. (TCI) is a Nevada corporation, approximately 78% owned by American Realty Investors, Inc. (ARL)[18] - TCI's primary business involves the acquisition, development, and ownership of income-producing residential and commercial real estate, including opportunistic land acquisitions and sales[19] - As of June 30, 2025, TCI's portfolio included four office buildings (1,060,236 sq ft), fourteen directly-owned multifamily properties (2,328 units), four multifamily properties in development (906 units), and approximately 1,792 acres of land[20][25] - Day-to-day operations are managed by Pillar Income Asset Management, Inc. ('Pillar'), a related party, which handles investment opportunities, asset management, development, construction, and financing[20] 2. Summary of Significant Accounting Policies This note outlines the key accounting principles and policies used in preparing the financial statements - The unaudited consolidated financial statements are prepared in accordance with Form 10-Q and Article 10 of Regulation S-X, with certain GAAP disclosures condensed or omitted[21] - The company consolidates entities where it is the primary beneficiary of a variable interest entity (VIE) or holds a majority voting interest[24] - Recent accounting pronouncements include ASU 2023-09 (Improvements to Income Tax Disclosures, effective after Dec 15, 2024) and ASU 2024-03 (Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, effective after Dec 15, 2026), both of which the company is evaluating for impact[28][29] 3. Earnings Per Share This note details the calculation of basic and diluted earnings per share for the reporting periods Earnings Per Share (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income attributable to the Company (in thousands) | $169 | $1,498 | $4,787 | $4,047 | | Weighted-average common shares outstanding | 8,639,316 | 8,639,316 | 8,639,316 | 8,639,316 | | EPS - attributable to common shares — basic and diluted | $0.02 | $0.17 | $0.55 | $0.47 | 4. Supplemental Cash Flow Information This note provides additional details on non-cash investing and financing activities and cash paid for interest and taxes Supplemental Cash Flow Information (in thousands) | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Cash paid for interest | $3,000 | $3,066 | | Cash paid for taxes | $166 | $2,200 | | Accrued development costs | $13,738 | $1,664 | 5. Operating Segments This note presents financial information by the company's operating segments: Multifamily and Commercial properties - The company operates in two reportable segments: Multifamily (Residential) and Commercial properties, with Net Operating Income (NOI) as the key operating metric[33] Operating Segments (in thousands) | Segment | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :---------------- | :---------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Multifamily | Revenues | $8,493 | $8,675 | $17,257 | $17,185 | | | Profit from segment | $3,962 | $4,177 | $8,686 | $8,469 | | Commercial | Revenues | $3,667 | $3,098 | $6,911 | $6,487 | | | Profit from segment | $1,663 | $972 | $2,970 | $1,945 | | Total | Profit from segments | $5,625 | $5,149 | $11,656 | $10,414 | 6. Lease Revenue This note details the components of lease revenue and future rental payments from non-cancelable leases Lease Revenue Components (in thousands) | Component | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :---------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Fixed component | $11,232 | $10,827 | $22,394 | $21,826 | | Variable component | $278 | $361 | $543 | $641 | | Total rental revenue | $11,510 | $11,188 | $22,937 | $22,467 | Future Rental Payments from Non-Cancelable Leases (excluding multifamily, in thousands) | Year | Amount | | :-------- | :----- | | 2025 | $12,936 | | 2026 | $12,944 | | 2027 | $12,563 | | 2028 | $11,622 | | 2029 | $9,624 | | Thereafter | $20,963 | | Total | $80,652 | 7. Real Estate Activity This note provides a breakdown of real estate assets, construction in progress, and gains on asset sales Real Estate Components (in thousands) | Real Estate Component | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :---------------------- | :----------------------------- | :------------------------------- | | Land | $104,076 | $104,076 | | Building and improvements | $375,689 | $375,430 | | Tenant improvements | $18,677 | $16,629 | | Construction in progress | $191,814 | $140,046 | | Total cost | $690,256 | $636,181 | | Less accumulated depreciation | $(84,394) | $(78,793) | | Total real estate | $605,862 | $557,388 | - Construction in progress increased by $51,768 thousand, primarily due to the development of Windmill Farms and ground-up multifamily projects[39][40] Multifamily Development Projects (as of June 30, 2025, in thousands) | Project | Units | Location | Total Project Cost | Costs Incurred | | :------------- | :---- | :------------- | :----------------- | :------------- | | Alera | 240 | Lake Wales, FL | $55,330 | $51,047 | | Bandera Ridge | 216 | Temple, TX | $49,603 | $44,045 | | Merano | 216 | McKinney, TX | $51,910 | $44,470 | | Mountain Creek | 234 | Dallas, TX | $49,971 | $5,171 | | Total | 906 | | $206,814 | $144,733 | Gain on Sale or Write-down of Assets, Net (in thousands) | Asset | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :---- | :------------------------------- | :----------------------------- | | Land | $947 | $4,092 | | Other | — | $746 | | Total | $947 | $4,838 | 8. Short-term Investments This note details the company's short-term investment portfolio, including corporate bonds and demand notes Short-term Investments (in thousands) | Investment Type | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :---------------- | :----------------------------- | :------------------------------- | | Corporate bonds | $58,000 | $80,000 | | Demand notes | $332 | $325 | | Less discount | $(284) | $(525) | | Total | $58,048 | $79,800 | - Total short-term investments decreased by $21,752 thousand from December 31, 2024, to June 30, 2025[46] - The average interest rate on investments decreased from 5.20% at December 31, 2024, to 4.89% at June 30, 2025[46] 9. Notes Receivable This note outlines the company's notes receivable, including those from related parties and their maturity status Notes Receivable (in thousands) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------- | :----------------------------- | :------------------------------- | | Total Notes Receivable | $126,564 | $128,229 | | Related Party Notes (UHF) | $59,846 | $61,245 | - Two notes, Parc at Opelika Phase II and Parc at Windmill Farms, matured in January 2023 and November 2022, respectively, with the company working to extend maturity or exercise conversion options[51] 10. Other Assets This note provides a breakdown of other assets, including acquisition deposits, receivables, and prepaid expenses Other Asset Components (in thousands) | Other Asset Component | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :---------------------- | :----------------------------- | :------------------------------- | | Acquisition deposits | $15,409 | $15,824 | | District receivables | $55,450 | $54,518 | | Interest receivable | $17,297 | $16,388 | | Tenant and other receivables | $4,364 | $3,989 | | Prepaid expenses and other assets | $10,000 | $7,964 | | Income tax receivable | $29,376 | — | | Deferred tax assets | — | $2,455 | | Total | $131,896 | $101,138 | - Total other assets increased by $30,758 thousand, primarily driven by a new income tax receivable of $29,376 thousand[53] - District receivables, related to Windmill Farms infrastructure costs, increased slightly to $55,450 thousand[53] 11. Mortgages and Other Notes Payable This note details the company's mortgage and other notes payable, including new construction loans and covenant compliance Mortgages and Other Notes Payable (in thousands) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Total Mortgages and Other Notes Payable | $212,409 | $181,856 | - The company paid off a $10,939 thousand loan on 770 South Post Oak on May 30, 2025[57] - New construction loans for development projects include Alera ($23,051 thousand borrowed), Bandera Ridge ($12,477 thousand borrowed), and Merano ($16,054 thousand borrowed); a $27,500 thousand construction loan for Mountain Creek had no borrowings as of June 30, 2025[58][59] - As of June 30, 2025, the company was in compliance with all loan covenants[60] 12. Related Party Transactions This note discloses transactions and balances with related parties, including advisory and development fees - Pillar Income Asset Management, Inc. and Regis Realty Prime, LLC are related parties due to common ownership with American Realty Investors, Inc. (ARL), TCI's controlling shareholder[64] Related Party Expenses and Income (in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Advisory fees paid to Pillar | $2,005 | $1,680 | $4,436 | $3,845 | | Development fees paid to Pillar | $488 | $587 | $1,218 | $1,625 | | Interest income on UHF notes and Pillar Receivable | $2,521 | $2,681 | $5,038 | $5,373 | 13. Noncontrolling Interests This note explains the noncontrolling interest in Income Opportunity Realty Investors, Inc. and changes in ownership - Noncontrolling interest represents third-party ownership in Income Opportunity Realty Investors, Inc. (IOR)[69] - The company's ownership in IOR increased from approximately 83.2% at December 31, 2024, to 84.5% at June 30, 2025[71] - TCI acquired 21,678 IOR shares for $454 thousand through a tender offer completed on January 29, 2025, and an additional 32,161 shares for $571 thousand in the open market during the six months ended June 30, 2025[70] 14. Deferred Income This note describes deferred gains from property sales to related parties awaiting recognition - The company had a deferred gain of $581 thousand as of June 30, 2025, and December 31, 2024, from property sales to related parties, which will be recognized upon sale to a non-related third party[73] 15. Income Taxes This note outlines the company's income tax provision and its tax sharing agreement with related entities - The company is part of a tax sharing and compensating agreement with MRHI, ARL, and IOR, with expense calculated based on absorbed losses multiplied by a 21% statutory tax rate[74] Income Tax Provision (in thousands) | Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Current | $(499) | $669 | $1,954 | $1,272 | | Deferred | $2,541 | — | $1,410 | — | | Total | $2,042 | $669 | $3,364 | $1,272 | 16. Commitments and Contingencies This note details the company's liquidity plans and ongoing legal proceedings - The company plans to meet liquidity requirements by selling income-producing assets, refinancing real estate, and obtaining additional borrowings[76] - An ongoing litigation related to a 2008 property sale (Nixdorf) saw a jury verdict in the company's favor reversed on January 7, 2025, with the case remanded for a new trial; the company has filed a Petition for Writ of Mandamus[77] 17. Subsequent Events This note reports on events occurring after the balance sheet date that may require disclosure - Events occurring after June 30, 2025, have been evaluated for financial statement adjustments or disclosure up to August 7, 2025[78] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's analysis of the company's financial condition, results of operations, liquidity, and capital resources - The report contains forward-looking statements, and investors are cautioned that actual results may vary materially due to various risks and uncertainties, including those affecting the real estate industry, financing, demand, and development[80][81][82] Management's Overview This section provides an overview of the company's business model, investment strategy, and management structure - Transcontinental Realty Investors, Inc. is an externally advised and managed real estate investment company with a diverse portfolio of income-producing properties and land in the Southern United States[83] - The company's investment strategy includes acquiring existing income-producing properties and developing new properties on owned or acquired land[83] - Operations are managed by Pillar Income Asset Management, Inc., a related party, which handles investment opportunities and financing arrangements[84] Acquisitions and Dispositions This section details recent property sales and condemnation settlements, including associated gains - On December 13, 2024, the company sold 30 single-family lots from Windmill Farms for $1.4 million, generating a gain on sale of $1.1 million[90] - On March 25, 2025, the company received $3.5 million from a condemnation settlement for 11.2 acres in Windmill Farms, resulting in a gain on sale of $3.1 million[90] Financing Activities This section outlines recent financing arrangements, including loan extensions and repayments - The cash management agreement with Pillar was amended on January 1, 2024, changing the interest rate on the related party receivable from prime plus one to SOFR[90] - The loan on Windmill Farms was extended to February 28, 2026, at an interest rate of 7.50% on February 8, 2024[90] - A $10.8 million loan on 770 South Post Oak was paid off with cash on hand on May 30, 2025[90] Development Activities This section describes ongoing real estate development projects, including multifamily properties and infrastructure - Development activities include the Windmill Farms project in Kaufman County, Texas, which involves developing infrastructure for single-family lots, multifamily properties, and retail properties, with $55.5 million in District Receivables as of June 30, 2025[87][88] - The company is developing four multifamily properties (Alera, Bandera Ridge, Merano, Mountain Creek) with Pillar, funded in part by construction loans[89] Multifamily Development Projects (as of June 30, 2025, in thousands) | Project | Units | Location | Total Projected Cost | Costs Incurred | | :------------- | :---- | :------------- | :------------------- | :------------- | | Alera | 240 | Lake Wales, FL | $55,330 | $51,047 | | Bandera Ridge | 216 | Temple, TX | $49,603 | $44,045 | | Merano | 216 | McKinney, TX | $51,910 | $44,470 | | Mountain Creek | 234 | Dallas, TX | $49,971 | $5,171 | | Total | 906 | | $206,814 | $144,733 | - During the six months ended June 30, 2025, $52.0 million in development costs were incurred, with $43.0 million funded by construction loan borrowings[92] Other Developments This section reports on other significant corporate activities, such as share repurchases of IOR - A tender offer to purchase up to 100,000 shares of Income Opportunity Realty Investors, Inc. (IOR) at $18 per share was completed on January 29, 2025, resulting in the acquisition of 21,678 shares for $0.5 million[93] - An additional 32,161 common shares of IOR were purchased in the open market for $0.6 million during the six months ended June 30, 2025[94] Critical Accounting Policies This section highlights key accounting policies requiring significant management estimates and judgments - Key accounting policies requiring significant management estimates include revenue recognition, accruals for common area maintenance and real estate taxes, bad debt provisions, impairment of long-lived assets, purchase price allocation, capitalization of costs, and fair value measurements[96] - Fair value measurements adhere to ASC Topic 820, utilizing a three-level hierarchy based on the transparency of inputs: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[97][98][99] - Related parties are identified using ASC Topic 805, focusing on entities where one party controls or significantly influences the decision-making of another[100] Results of Operations This section analyzes the company's financial performance, including segment profits and net income variances Results of Operations (in thousands) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :-------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Multifamily Segment Profit | $3,962 | $4,177 | $8,686 | $8,469 | | Commercial Segment Profit | $1,663 | $972 | $2,970 | $1,945 | | Segment Operating Income | $5,625 | $5,149 | $11,656 | $10,414 | | Interest Income, Net | $2,244 | $3,338 | $5,091 | $7,596 | | Gain on Sale or Write Down of Assets | $947 | — | $4,838 | — | | Net Income | $324 | $1,696 | $5,105 | $4,453 | - Net income decreased by $1.4 million for the three months ended June 30, 2025, primarily due to a decrease in multifamily rent and an increase in income tax provision[103][110] - Net income increased by $0.7 million for the six months ended June 30, 2025, mainly driven by a $4.8 million gain on asset sales and improved commercial segment profit, partially offset by a $2.5 million decrease in net interest income[104][110] Liquidity and Capital Resources This section discusses the company's cash sources, liquidity needs, and plans to meet financial obligations - Principal cash sources include property operations, asset sales, notes receivable collection, refinancing, and additional borrowings[104] - Key liquidity needs are funding recurring expenses, debt service, capital expenditures, development costs, and potential property acquisitions[105] - The company anticipates sufficient cash from current balances, notes, receivables, and investments to meet cash requirements, with plans to selectively sell assets, refinance debt, and seek additional borrowings[106] Cash Flow Variances (Six Months Ended June 30, 2025 vs. 2024, in thousands) | Cash Flow Activity | 2025 (in thousands) | 2024 (in thousands) | Variance (in thousands) | | :-------------------------------------- | :------------------ | :------------------ | :---------------------- | | Net cash (used in) provided by operating activities | $(10,340) | $3,358 | $(13,698) | | Net cash used in investing activities | $(25,431) | $(3,017) | $(22,414) | | Net cash provided by (used in) financing activities | $29,494 | $(2,354) | $31,848 | - The $13.7 million increase in cash used in operating activities was primarily due to a $6.1 million increase in other assets and a $2.1 million decrease in accounts payable and other liabilities[107] - The $22.4 million increase in cash used in investing activities was mainly due to a $38.4 million increase in real estate development and renovation, partially offset by a $12.7 million increase in net redemption of short-term investments[108] - The $31.8 million increase in cash provided by financing activities was driven by $43.0 million in construction loan borrowings, partially offset by a $10.8 million mortgage repayment[109] Funds From Operations ("FFO") This section defines and reconciles Funds From Operations (FFO), a key non-GAAP metric for real estate companies - Funds From Operations (FFO) is a supplemental non-GAAP measure, defined by Nareit, used to evaluate the operating and financial results of real estate companies, excluding gains/losses from property sales and real estate depreciation/amortization[111][112] - FFO is not considered cash flow from operations under GAAP and should not be used as an alternative to net income or as an indicator of cash available for all cash flow needs[113][114] FFO-Basic and Diluted (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income attributable to the Company | $169 | $1,498 | $4,787 | $4,047 | | FFO-Basic and Diluted | $3,231 | $4,635 | $9,986 | $10,356 | Item 3. Quantitative and Qualitative Disclosures About Market Risks This section is optional and has not been included in the report Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - Disclosure controls and procedures were deemed effective as of June 30, 2025, providing reasonable assurance that required information is recorded, processed, summarized, and reported timely[117] - There were no material changes in internal control over financial reporting during the most recent fiscal quarter[118] PART II. OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal, risk, and equity matters Item 1. Legal Proceedings This section reports no legal proceedings - No legal proceedings are reported in this section[119] Item 1A. Risk Factors This section confirms no material changes to risk factors previously disclosed in the 2024 Form 10-K - There have been no material changes from the risk factors previously disclosed in the 2024 10-K[119] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the common stock repurchase program, noting no shares were purchased during the period - The company has a common stock repurchase program authorizing the repurchase of up to 1,637,000 shares, with no termination date[120] - No shares were purchased under this program during the six months ended June 30, 2025[120] - As of June 30, 2025, 1,230,535 shares have been purchased, leaving 406,465 shares available for repurchase[120] Item 3. Defaults Upon Senior Securities This section reports no defaults upon senior securities - No defaults upon senior securities are reported[121] Item 4. Mine Safety Disclosures This section reports no mine safety disclosures - No mine safety disclosures are reported[121] Item 5. Other Information This section reports no other information - No other information is reported[121] Item 6. Exhibits This section lists all exhibits filed with the report, including corporate governance documents and certifications - Exhibits include Articles of Incorporation, Certificates of Amendment, By-Laws, and Certificates of Designation[122] - Section 302 Certifications from the Chief Executive Officer and Chief Accounting Officer, and Section 906 Certifications, are filed herewith[122] - XBRL Instance and Taxonomy Extension documents are included[122] Signatures This section contains the signature of the authorized representative, confirming report submission - The report was signed by Erik L. Johnson, President and Chief Executive Officer, on August 7, 2025[125]