Movado Group(MOV) - 2026 Q2 - Quarterly Report

Filing Information Key filing details for MOVADO GROUP, INC.'s Form 10-Q for the quarter ended July 31, 2025 - Registrant: MOVADO GROUP, INC.[2] - Filing Type: Quarterly Report on Form 10-Q for the period ended July 31, 2025[2] Securities Registered | Title of each class | Symbol(s) | Name of each exchange on which registered | | :------------------ | :-------- | :---------------------------------------- | | Common Stock, par value $0.01 per share | MOV | New York Stock Exchange | - Filer Status: Accelerated filer[5] - Shares Outstanding (August 22, 2025): Common Stock: 15,682,096; Class A Common Stock: 6,455,602[5] Part I – Financial Information (Unaudited) This part presents the unaudited consolidated financial statements and management's analysis of performance Item 1. Financial Statements Presents the unaudited consolidated financial statements and accompanying notes for the reporting period Consolidated Balance Sheets Details the company's assets, liabilities, and equity as of July 31, 2025 Key Balance Sheet Data (in thousands) | Metric | July 31, 2025 | January 31, 2025 | July 31, 2024 (As Restated) | | :-------------------------- | :------------ | :--------------- | :-------------------------- | | Cash and cash equivalents | $180,493 | $208,501 | $198,251 | | Inventories | $211,504 | $156,738 | $183,160 | | Total current assets | $516,191 | $489,941 | $507,232 | | Total assets | $748,719 | $729,231 | $742,480 | | Total current liabilities | $131,424 | $112,960 | $114,390 | | Total liabilities | $256,484 | $245,652 | $248,068 | | Total equity | $492,235 | $483,579 | $494,412 | - Total assets increased by $19.5 million from January 31, 2025 ($729.2 million) to July 31, 2025 ($748.7 million)[10] - Inventories increased significantly from $156.7 million at January 31, 2025, to $211.5 million at July 31, 2025, a 35% increase[10] Consolidated Statements of Operations Summarizes revenues, expenses, and profits over the three and six-month periods ended July 31, 2025 Key Income Statement Data (in thousands, except per share) | Metric | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 (As Restated) | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 (As Restated) | | :---------------------------------------- | :--------------------------- | :----------------------------------------- | :--------------------------- | :----------------------------------------- | | Net sales | $161,829 | $157,000 | $293,598 | $291,379 | | Gross profit | $87,565 | $85,252 | $158,915 | $158,172 | | Operating income | $4,007 | $2,642 | $4,298 | $4,760 | | Net income attributable to Movado Group, Inc. | $2,986 | $3,469 | $4,406 | $5,484 | | Diluted EPS | $0.13 | $0.15 | $0.20 | $0.24 | - Net sales for the three months ended July 31, 2025, increased by $4.8 million (3.1%) year-over-year[12] - Net income attributable to Movado Group, Inc. decreased by $0.483 million (13.9%) for the three months ended July 31, 2025, compared to the prior year[12] Consolidated Statements of Comprehensive Income (Loss) Reports changes in equity from non-owner sources, including net income and other comprehensive income Key Comprehensive Income Data (in thousands) | Metric | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 (As Restated) | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 (As Restated) | | :------------------------------------------------ | :--------------------------- | :----------------------------------------- | :--------------------------- | :----------------------------------------- | | Net income | $3,138 | $3,566 | $4,418 | $5,705 | | Foreign currency translation adjustments | $1,725 | $5,782 | $20,321 | ($4,549) | | Total other comprehensive income/(loss), net of taxes | $2,006 | $5,721 | $19,518 | ($4,533) | | Total comprehensive income attributable to Movado Group, Inc. | $4,994 | $9,179 | $23,864 | $963 | - Foreign currency translation adjustments significantly contributed to other comprehensive income, showing a gain of $20.3 million for the six months ended July 31, 2025, compared to a loss of $4.5 million in the prior year[14] - Total comprehensive income attributable to Movado Group, Inc. increased from $0.963 million to $23.864 million for the six months ended July 31, 2025, year-over-year[14] Consolidated Statements of Cash Flows Details the cash inflows and outflows from operating, investing, and financing activities Key Cash Flow Data (in thousands) | Metric | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 (As Restated) | | :------------------------------------------------ | :--------------------------- | :----------------------------------------- | | Net cash used in operating activities | ($11,016) | ($35,910) | | Net cash used in investing activities | ($4,754) | ($8,305) | | Net cash used in financing activities | ($17,618) | ($17,708) | | Effect of exchange rate changes on cash | $5,467 | ($1,900) | | Net decrease in cash, cash equivalents and restricted cash | ($27,921) | ($63,823) | | Cash, cash equivalents, and restricted cash at end of period | $181,293 | $198,991 | - Cash used in operating activities decreased from $35.9 million in 2024 to $11.0 million in 2025, primarily due to changes in inventories and accrued liabilities[16][165] - The company paid $15.6 million in dividends and repurchased $1.6 million in stock during the six months ended July 31, 2025[16][169] Notes to Consolidated Financial Statements Provides detailed explanations of the accounting policies and figures presented in the financial statements Basis of Presentation Outlines the accounting principles and standards used in preparing the financial statements - Interim unaudited Consolidated Financial Statements prepared consistent with annual audited statements, in accordance with GAAP[18] - Management's estimates and assumptions affect reported amounts; actual results may differ[18] Restatement of Previously Issued Consolidated Financial Statements Details the reasons for and impacts of restating prior-period financial statements due to misconduct - Restatement due to misconduct in the Dubai branch involving overstated sales, premature revenue recognition, and underreported credit notes[19] - Misconduct occurred over approximately five years, starting in fiscal year 2021, and included using a third-party warehouse and falsifying documents[19] - The restatement impacted historical consolidated financial statements for fiscal years 2024 and 2023, and interim periods within fiscal years 2025 and 2024[20] - The misstatements did not impact the Company's cash flows or compliance with debt covenants[20] - The SEC Division of Enforcement requested documents related to the restatement on April 28, 2025, and the Company is cooperating[22] Impact of Restatement on Net Sales (in thousands) | Period | As Previously Reported | Adjustment | As Restated | | :--------------------------------- | :--------------------- | :--------- | :---------- | | 3 Months Ended July 31, 2024 | $159,313 | ($2,313) | $157,000 | | 6 Months Ended July 31, 2024 | $295,982 | ($4,603) | $291,379 | Impact of Restatement on Net Income Attributable to Movado Group, Inc. (in thousands) | Period | As Previously Reported | Adjustment | As Restated | | :--------------------------------- | :--------------------- | :--------- | :---------- | | 3 Months Ended July 31, 2024 | $3,721 | ($252) | $3,469 | | 6 Months Ended July 31, 2024 | $6,612 | ($1,128) | $5,484 | Recent Accounting Pronouncements Discusses recently issued accounting standards and their potential impact on the company's financials - ASU 2023-09 'Improvements to Income Tax Disclosures' effective for fiscal years beginning after December 15, 2024; Company is evaluating impact[36] - ASU 2024-03 'Disaggregation of Income Statement Expenses' effective for annual periods beginning after December 15, 2026; Company is evaluating impact[37] - ASU 2025-05 'Measurement of Credit Losses for Accounts Receivable and Contract Assets (Topic 326)' effective for annual periods beginning after December 15, 2025; Company is evaluating impact[38][39] Cost-Savings Initiative Describes a plan to reduce operating expenses through headcount reductions - Company committed to a cost-savings initiative in fiscal year 2025 to reduce operating expenses through headcount reductions[40] - Recorded $0.9 million and $1.5 million in severance and employee-related charges for the three and six months ended July 31, 2025, respectively[41] - Expects remaining severance and employee-related expenses to be paid during the remainder of fiscal year 2026[42] Earnings Per Share and Cash Dividends Provides data on earnings per share calculations and dividends paid to shareholders Weighted Average Shares Outstanding (in thousands) | Metric | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 | | :----- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Basic | 22,286 | 22,303 | 22,276 | 22,278 | | Diluted | 22,571 | 22,658 | 22,479 | 22,665 | - Declared and paid two cash dividends of $0.35 per share each, totaling $15.6 million for the six months ended July 31, 2025[45] Inventories Details the composition of the company's inventory, including finished goods and component parts Inventories (in thousands) | Category | July 31, 2025 | January 31, 2025 | July 31, 2024 (As Restated) | | :-------------- | :------------ | :--------------- | :-------------------------- | | Finished goods | $179,038 | $129,204 | $152,182 | | Component parts | $28,871 | $23,905 | $27,573 | | Work-in-process | $3,595 | $3,629 | $3,405 | | Total Inventories | $211,504 | $156,738 | $183,160 | - Total inventories increased by $54.8 million (35%) from January 31, 2025, to July 31, 2025, primarily in finished goods[46] Debt and Lines of Credit Summarizes the company's credit facilities and outstanding debt obligations - Company has a $100.0 million senior secured revolving credit facility maturing October 28, 2026[47] - No amounts outstanding under the facility as of July 31, 2025, and July 31, 2024; availability was $99.7 million[49] - Swiss subsidiary maintains unsecured lines of credit totaling 6.5 million Swiss Francs ($8.0 million equivalent at July 31, 2025), with no borrowings[51] Derivative Financial Instruments Explains the use of derivatives, such as forward contracts, to manage foreign currency risk - Company uses foreign currency forward contracts to reduce effects of fluctuating foreign currency exchange rates, including cash flow hedges and non-designated hedges[53] - Net deferred gains on cash flow hedges were ($0.8) million at July 31, 2025, compared to $0 at January 31, 2025, and $15,000 at July 31, 2024[54] - Reclassified ($0.7) million and ($0.8) million from accumulated other comprehensive income/(loss) to Net sales for the three and six months ended July 31, 2025, respectively[54] Fair Value Measurements Discloses the fair value of financial assets and liabilities based on a three-level hierarchy - Fair value hierarchy categorizes assets/liabilities into Level 1 (quoted prices), Level 2 (observable inputs), and Level 3 (unobservable inputs)[56][58] Total Assets Measured at Fair Value (in thousands) | Date | Level 1 | Level 2 | Level 3 | Total | | :--------------- | :------- | :------ | :------- | :------- | | July 31, 2025 | $54,564 | $113 | $35,616 | $90,293 | | January 31, 2025 | $54,496 | $13 | $34,313 | $88,822 | | July 31, 2024 | $53,593 | $409 | $34,109 | $88,111 | - Defined benefit plan assets are classified as Level 3 assets, totaling $35.6 million at July 31, 2025[57][60] - Recorded a non-cash impairment charge of $0.4 million for the three months ended July 31, 2025, related to an investment in a venture capital fund[62] Commitments and Contingencies Outlines future obligations under contracts and potential liabilities from legal matters - Company has minimum commitments related to license agreements, endorsement agreements, and service agreements, including minimum annual royalty and advertising amounts[63] - U.S. Customs and Border Protection (CBP) audit in 2016 challenged the company's watch component cost allocation methodology, potentially implying $5.1 million of underpaid duties, though the statute of limitations has lapsed for the audit period[65] - Company is involved in ordinary course legal proceedings and claims, with reserves recorded for probable and estimable losses; no material effect on financial condition or cash flows expected beyond accrued amounts[66] Income Taxes Details the provision for income taxes and factors affecting the effective tax rate Income Tax Provision and Effective Tax Rate | Period | Income Tax Provision (in thousands) | Effective Tax Rate | | :--------------------------------- | :---------------------------------- | :----------------- | | 3 Months Ended July 31, 2025 | $1,961 | 38.5% | | 3 Months Ended July 31, 2024 | $843 | 19.1% | | 6 Months Ended July 31, 2025 | $2,621 | 37.2% | | 6 Months Ended July 31, 2024 | $2,876 | 33.5% | - Effective tax rate changes primarily due to shifts in jurisdictional earnings mix, affecting valuation allowances against foreign losses and limitations on GILTI tax credits/deductions[68][70] - No deferred tax liability for $239.4 million of undistributed foreign earnings, as the company intends to permanently reinvest them[71] - The One Big Beautiful Bill Act (OBBBA), signed July 4, 2025, is not expected to have a material impact on consolidated financial statements[72] Equity Provides a breakdown of shareholders' equity, including common stock and retained earnings Key Equity Balances (in thousands) | Metric | July 31, 2025 | January 31, 2025 | July 31, 2024 (As Restated) | | :---------------------------------------- | :------------ | :--------------- | :-------------------------- | | Total Movado Group, Inc. shareholders' equity | $489,913 | $481,329 | $492,044 | | Retained earnings | $435,553 | $446,704 | $449,346 | | Accumulated other comprehensive income | $99,499 | $79,981 | $87,802 | - Total Movado Group, Inc. shareholders' equity increased by $8.6 million from January 31, 2025, to July 31, 2025[10] - Class A Common Stock holders are entitled to 10 votes per share and can convert to common stock at any time[76] Treasury Stock Reports on the company's share repurchase activities and programs - Board approved a new $50.0 million share repurchase program on December 5, 2024, through December 5, 2027[79] - Repurchased 100,000 shares for $1.6 million (average $15.94/share) during the six months ended July 31, 2025[80] - $48.4 million remains available for purchase under the December 5, 2024, repurchase program as of July 31, 2025[81] Accumulated Other Comprehensive Income Breaks down the components of accumulated other comprehensive income, such as currency adjustments Accumulated Other Comprehensive Income (in thousands) | Component | July 31, 2025 | January 31, 2025 | July 31, 2024 (As Restated) | | :---------------------------------------------- | :------------ | :--------------- | :-------------------------- | | Foreign currency translation adjustments | $101,840 | $81,519 | $89,291 | | Cash flow hedges | ($800) | $0 | $15 | | Total accumulated other comprehensive income | $99,499 | $79,981 | $87,802 | - Foreign currency translation adjustments are the largest component, increasing from $81.5 million to $101.8 million from January 31, 2025, to July 31, 2025[83] Revenue Disaggregates revenue by customer type and describes revenue recognition policies Net Sales by Customer Type (in thousands) | Customer Type | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 (As Restated) | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 (As Restated) | | :------------------ | :--------------------------- | :----------------------------------------- | :--------------------------- | :----------------------------------------- | | Wholesale | $117,561 | $113,906 | $221,708 | $219,376 | | Direct to consumer | $43,420 | $42,206 | $70,227 | $70,353 | | After-sales service | $848 | $888 | $1,663 | $1,650 | | Net Sales | $161,829 | $157,000 | $293,598 | $291,379 | - Wholesale revenue is the largest component, increasing by 3.2% for the three months and 1.1% for the six months ended July 31, 2025, year-over-year[84] - Revenue is recognized at the point in time control is transferred to the customer[85][86][87][89] Stock-Based Compensation Discloses expenses related to employee stock awards and options - Total compensation expense for stock awards was $1.0 million and $2.1 million for the three and six months ended July 31, 2025, respectively[94] - Unrecognized compensation cost for unvested stock awards was approximately $7.5 million as of July 31, 2025, expected to be recognized over 2.2 years[94] - No stock options were granted during the six months ended July 31, 2025 and 2024[91] Segment and Geographic Information Provides a breakdown of financial performance by operating segment and geographic region - Company operates in two segments: Watch and Accessory Brands and Company Stores[98] - Watch and Accessory Brands segment includes owned brands (Movado, Concord, EBEL, Olivia Burton, MVMT) and licensed brands (Coach, Tommy Hilfiger, Hugo Boss, Lacoste, Calvin Klein)[113] Net Sales by Segment (in thousands) | Segment | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 (As Restated) | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 (As Restated) | | :------------------------- | :--------------------------- | :----------------------------------------- | :--------------------------- | :----------------------------------------- | | Watch and Accessory Brands | $135,677 | $131,611 | $250,479 | $248,723 | | Company Stores | $26,152 | $25,389 | $43,119 | $42,656 | | Consolidated total | $161,829 | $157,000 | $293,598 | $291,379 | - International operations accounted for 33.5% (Europe), 11.6% (Americas ex-US), 6.8% (Asia), and 5.2% (Middle East) of total net sales for the three months ended July 31, 2025[99] - Watch and Accessory Brands segment recorded an operating loss of $0.2 million for both the three and six months ended July 31, 2025, including unallocated corporate expenses and intercompany profits[100][101][103][104] - Company Stores segment operating income increased to $4.2 million (3 months) and $4.4 million (6 months) for July 31, 2025, from $3.7 million and $4.1 million respectively in the prior year[100][101] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Provides management's perspective on financial performance, condition, and key operational factors Forward-Looking Statements Cautions readers that statements about future expectations are subject to risks and uncertainties - Statements in this report that are not historical are forward-looking, subject to risks and uncertainties[108] - Risks include general economic conditions, inflation, geopolitical concerns, tariffs, supply disruptions, changes in consumer preferences, and the impact of 'smart' watches[108] - Company undertakes no obligation to update or revise forward-looking statements[109] Critical Accounting Policies and Estimates Highlights the accounting policies that require significant management judgment and estimation - Financial statements prepared using GAAP, requiring management judgments and estimates (e.g., sales discounts, inventories, income taxes)[110] - No material changes to critical accounting policies as of July 31, 2025[111] Overview Provides a high-level summary of the company's business structure and brand portfolio - Company operates in two segments: Watch and Accessory Brands (design, manufacturing, distribution of owned and licensed brands, after-sales service) and Company Stores (retail outlet business in US and Canada)[112] - Owned brands include Movado, Concord, EBEL, Olivia Burton, MVMT; licensed brands include Coach, Tommy Hilfiger, Hugo Boss, Lacoste, Calvin Klein[113] - Owned brands generally yield higher gross margins than licensed brands due to royalty payments[114] Recent Developments and Initiatives Discusses recent events, including the impact of tariffs and cost-saving measures - U.S. imports of Chinese-origin watch bands, jewelry, and packaging are subject to special incremental tariffs (7.5% for bands/jewelry, 25% for packaging)[115] - Additional special tariffs apply: 30% on China-origin goods, 15% on Japan-origin goods, and 39% on Switzerland-origin goods[116] - Tariffs are expected to materially increase U.S. cost of sales and negatively impact sales volumes, despite mitigation efforts like price increases and sourcing changes[117] - Cost-savings initiative resulted in $4.6 million accruals in FY2025 and $1.5 million in 1H FY2026 for severance and lease termination, with expected annual savings of $10.0 million[118] - The One Big Beautiful Bill Act (OBBBA), signed July 4, 2025, is not expected to have a material impact on the Company's Consolidated Financial Statements[119] Results of Operations Overview Analyzes the company's operational results, comparing current period performance to the prior year - Net sales for the three months ended July 31, 2025, increased by 3.1% to $161.8 million (1.4% excluding positive foreign currency impact of $2.6 million)[123] - Net sales for the six months ended July 31, 2025, increased by 0.8% to $293.6 million (0.3% excluding positive foreign currency impact of $1.4 million)[144] - Gross profit margin decreased by approximately 20 basis points for both the three and six months ended July 31, 2025, primarily due to increased U.S. tariffs and negative foreign exchange impact, partially offset by favorable sales mix and lower shipping costs[129][150] - SG&A expenses increased by 1.1% ($0.9 million) for the three months and 0.8% ($1.2 million) for the six months ended July 31, 2025, driven by professional fees related to the Dubai branch investigation and performance-based compensation[130][151] - Watch and Accessory Brands segment operating loss was $0.2 million for both periods, while Company Stores operating income increased[100][101] - Net income attributable to Movado Group, Inc. decreased to $3.0 million (3 months) and $4.4 million (6 months) for July 31, 2025, from $3.5 million and $5.5 million respectively in the prior year[141][162] Liquidity and Capital Resources Assesses the company's ability to meet its short-term and long-term financial obligations Cash and Working Capital (in thousands) | Metric | July 31, 2025 | July 31, 2024 | | :---------------------- | :------------ | :------------ | | Cash and cash equivalents | $180,493 | $198,251 | | Working capital | $384,800 | $392,800 | - Cash used in operating activities decreased significantly to $11.0 million for the six months ended July 31, 2025, from $35.9 million in the prior year, despite a $44.4 million increase in inventories[165] - Cash used in investing activities was $4.8 million (2025) vs. $8.3 million (2024), primarily for capital expenditures and long-term investments[167][168] - Cash used in financing activities was $17.6 million (2025) vs. $17.7 million (2024), including $15.6 million in dividends paid and $1.6 million in stock repurchases[169] - Company has a $100.0 million revolving credit facility with $99.7 million available as of July 31, 2025[170][172] - Committed to invest up to $21.5 million in venture capital funds, with $16.0 million funded through July 31, 2025, and $5.6 million remaining commitments[176] Item 3. Quantitative and Qualitative Disclosures About Market Risk Details the company's exposure to market risks, primarily foreign currency and commodity risks - Primary market risk exposure is foreign currency exchange risk, particularly Swiss Franc, Euro, British Pound, Chinese Yuan, and Japanese Yen[182] - Company uses a hedging program with derivative financial instruments (forward and option contracts) to reduce foreign currency exposure, including qualified cash flow hedges and non-designated hedges[182][183] - As of July 31, 2025, the net forward contracts hedging portfolio included 30.0 million Swiss Francs equivalent, 28.9 million U.S. dollars equivalent, 36.0 million Euros equivalent, and 2.7 million British Pounds equivalent[184] - Commodity risk is primarily related to gold prices; the company did not hold any gold futures contracts as of July 31, 2025 and 2024[187] - No floating rate debt or interest rate hedges were held as of July 31, 2025 and 2024[188] Item 4. Controls and Procedures Discloses a material weakness in internal controls and outlines the corresponding remediation plan - Disclosure controls and procedures were not effective at a reasonable assurance level as of July 31, 2025[190] - Material weakness identified in the risk assessment process regarding the lack of functional segregation of duties in the Dubai branch of the Swiss subsidiary[190] - Remediation plan includes enhancing risk assessment and oversight, personnel changes (e.g., terminating former managing director), switching to functional reporting lines, and increasing policy awareness/compliance training[191] - Material weakness will not be considered remediated until controls operate effectively for a sufficient period and are tested[191] Part II – Other Information Contains supplementary information including legal proceedings, risk factors, and exhibit filings Item 1. Legal Proceedings Outlines routine legal proceedings and contingencies, which are not expected to be material - Company is involved in ordinary course legal proceedings and claims; reserves are recorded for probable and estimable losses[194] - A 2016 CBP audit report challenged the company's watch component cost allocation, implying $5.1 million of underpaid duties, but the statute of limitations has lapsed[195] - Resolution of current legal proceedings and contingencies is not expected to materially affect financial condition, future results of operations, or cash flows beyond accrued amounts[196] Item 1A. Risk Factors Confirms no material changes to risk factors previously disclosed in the Annual Report on Form 10-K - No material changes to risk factors reported in the 2025 Annual Report on Form 10-K as of July 31, 2025[197] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Details the company's common stock repurchases under its authorized share buyback program - Board approved a new $50.0 million share repurchase program on December 5, 2024, through December 5, 2027[198] - Repurchased 100,000 shares of common stock for $1.6 million (average $15.94 per share) during the three months ended July 31, 2025[198][201] - $48.4 million remains available under the repurchase program as of July 31, 2025[201] Item 5. Other Information Reports no changes to director or officer trading arrangements under Rule 10b5-1 - No directors or officers reported changes to Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended July 31, 2025[202] Item 6. Exhibits Lists all documents filed as exhibits to the Form 10-Q, including certifications and iXBRL data - Includes certifications of CEO and CFO pursuant to Sarbanes-Oxley Act (Sections 302 and 906)[205] - Financial information (Consolidated Balance Sheets, Statements of Operations, Comprehensive Income, Cash Flows, and Notes) is filed in Inline Extensible Business Reporting Language (iXBRL)[205] Signature Confirms the official authorization and signing of the report by a corporate officer - Report signed by Linda Feeney, Senior Vice President, Principal Accounting Officer[208] - Dated: August 28, 2025[208]