Core & Main(CNM) - 2026 Q2 - Quarterly Report

Cautionary Note Regarding Forward-Looking Statements Forward-looking statements in this report are subject to risks and uncertainties that could cause actual results to differ materially - The report contains forward-looking statements regarding future operations, financial position, business strategy, and plans, identifiable by terms like "believes," "expects," "may," and "will," which are subject to known and unknown risks and uncertainties that could cause actual results to differ materially[9][10][11] - Key risk factors include declines in construction markets, slowdowns in municipal spending, price fluctuations in product costs, inventory management issues, acquisition risks, competitive markets, and the ability to retain key personnel[11][13] Part I - Financial Information Item 1. Financial Statements (unaudited) Presents Core & Main, Inc.'s unaudited condensed consolidated financial statements, covering balance sheets, operations, equity, and cash flows, with detailed notes Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (Amounts in millions) | Metric | August 3, 2025 | February 2, 2025 | Change | | :----------------------------------- | :------------- | :--------------- | :----- | | Total current assets | $2,510 | $2,025 | +$485 | | Total assets | $6,306 | $5,870 | +$436 | | Total current liabilities | $1,117 | $866 | +$251 | | Total liabilities | $4,344 | $4,096 | +$248 | | Total stockholders' equity | $1,962 | $1,774 | +$188 | Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations (Amounts in millions, except per share data) | Metric | Three Months Ended Aug 3, 2025 | Three Months Ended Jul 28, 2024 | Six Months Ended Aug 3, 2025 | Six Months Ended Jul 28, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------------------------- | :--------------------------- | | Net sales | $2,093 | $1,964 | $4,004 | $3,705 | | Gross profit | $560 | $518 | $1,070 | $986 | | Operating income | $213 | $204 | $384 | $372 | | Net income | $141 | $126 | $246 | $227 | | Net income attributable to Core & Main, Inc. | $134 | $119 | $234 | $214 | | Basic EPS | $0.71 | $0.62 | $1.23 | $1.11 | | Diluted EPS | $0.70 | $0.61 | $1.22 | $1.11 | Condensed Consolidated Statements of Comprehensive Income Condensed Consolidated Statements of Comprehensive Income (Amounts in millions) | Metric | Three Months Ended Aug 3, 2025 | Three Months Ended Jul 28, 2024 | Six Months Ended Aug 3, 2025 | Six Months Ended Jul 28, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------------------------- | :--------------------------- | | Net income | $141 | $126 | $246 | $227 | | Total comprehensive income | $133 | $93 | $217 | $212 | | Total comprehensive income attributable to Core & Main, Inc. | $126 | $88 | $206 | $200 | Condensed Consolidated Statements of Changes in Stockholders' Equity Changes in Stockholders' Equity (Amounts in millions) | Metric | Balances at Feb 2, 2025 | Balances at Aug 3, 2025 | | :----------------------------------- | :---------------------- | :---------------------- | | Total Stockholders' Equity | $1,774 | $1,962 | | Net income (attributable to Core & Main, Inc.) | $100 (for 3 months ended May 4, 2025) + $134 (for 3 months ended Aug 3, 2025) | $234 | | Equity-based compensation | $5 (for 3 months ended May 4, 2025) + $5 (for 3 months ended Aug 3, 2025) | $10 | | Repurchase and Retirement of equity interests | $(39) (for 3 months ended May 4, 2025) + $(8) (for 3 months ended Aug 3, 2025) | $(47) | - The company repurchased 959,103 shares of Class A common stock for $47 million during the six months ended August 3, 2025, with $277 million remaining authorized under the program[33] Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (Amounts in millions) | Metric | Six Months Ended Aug 3, 2025 | Six Months Ended Jul 28, 2024 | Change | | :----------------------------------- | :--------------------------- | :--------------------------- | :----- | | Net cash provided by operating activities | $111 | $126 | $(15) | | Net cash used in investing activities | $(28) | $(618) | +$590 | | Net cash (used in) provided by financing activities | $(66) | $504 | $(570) | | Increase in cash and cash equivalents | $17 | $12 | +$5 | | Cash and cash equivalents at end of period | $25 | $13 | +$12 | Notes to the Condensed Consolidated Financial Statements - The financial statements are unaudited and include all normal recurring adjustments necessary for a fair statement of the Company's results, but interim results may not be indicative of full-year performance[35] 1) Basis of Presentation & Description of Business - The Company is a leading specialty distributor dedicated to advancing reliable infrastructure with local service, nationwide, focusing on water, wastewater, storm drainage, and fire protection products and services[31] - Core & Main is a holding company that indirectly owns Core & Main LP, the operating entity, through its interest in Core & Main Holdings, LP[32][34] - The Company's board authorized a $500 million share repurchase program on June 12, 2024. For the six months ended August 3, 2025, 959,103 shares were repurchased for $47 million, with $277 million remaining available[33] - The Company operates as a single operating and reportable segment, with performance measured by net sales and net income at the consolidated level[36] 2) Recent Accounting Pronouncements - ASU 2023-09 (Income Tax Disclosures) is effective for annual periods beginning after December 15, 2024, and is expected to result in additional disclosures but no material financial impact[40] - ASU 2024-03 (Disaggregation of Income Statement Expenses) is effective for annual periods beginning after December 15, 2026, and is being evaluated for its impact on consolidated financial statements[41] 3) Revenue Net Sales by Product Category (Amounts in millions) | Product Category | Three Months Ended Aug 3, 2025 | Three Months Ended Jul 28, 2024 | Six Months Ended Aug 3, 2025 | Six Months Ended Jul 28, 2024 | | :----------------------- | :----------------------------- | :----------------------------- | :--------------------------- | :--------------------------- | | Pipes, valves & fittings | $1,430 | $1,329 | $2,727 | $2,498 | | Storm drainage products | $335 | $306 | $630 | $559 | | Fire protection products | $155 | $143 | $307 | $310 | | Meter products | $173 | $186 | $340 | $338 | | Total net sales | $2,093 | $1,964 | $4,004 | $3,705 | 4) Acquisitions - The Company completed no acquisitions in the six months ended August 3, 2025. In the prior year (six months ended July 28, 2024), it made several acquisitions with an aggregate value of $623 million, including Dana Kepner, ACF West, EGW Utilities, GSC, and Eastern Supply[43][44] - The Fiscal 2024 Acquisitions resulted in $285 million in goodwill and $233 million in intangible assets (primarily customer relationships)[46] - Pro forma net sales for the six months ended July 28, 2024, including the Dana Kepner acquisition as if it occurred on January 30, 2023, would have been $3,734 million, with net income of $228 million[53] 5) Goodwill and Intangible Assets Intangible Assets, Net (Amounts in millions) | Intangible Asset | August 3, 2025 | February 2, 2025 | | :----------------------- | :------------- | :--------------- | | Customer relationships | $834 | $907 | | Internal use software | $29 | $23 | | Other intangible assets | $4 | $5 | | Total | $867 | $935 | Amortization Expense (Amounts in millions) | Period | August 3, 2025 | July 28, 2024 | | :----------------------- | :------------- | :------------ | | Three Months Ended | $37 | $38 | | Six Months Ended | $74 | $73 | - Estimated aggregate amortization expense for intangible assets is $74 million for the remainder of fiscal 2025, $138 million for fiscal 2026, $129 million for fiscal 2027, $120 million for fiscal 2028, and $106 million for fiscal 2029[56] 6) Debt Debt Obligations (Amounts in millions) | Debt Type | August 3, 2025 (Principal) | February 2, 2025 (Principal) | Weighted Average Interest Rate (Aug 3, 2025) | Maturity Date | | :----------------------------------- | :------------------------- | :--------------------------- | :----------------------------------- | :------------ | | Current maturities of long-term debt | $24 | $24 | N/A | N/A | | Senior ABL Credit Facility | $100 | $93 | 5.58% | Feb 9, 2029 | | 2028 Senior Term Loan | $1,226 | $1,233 | 6.27% | Jul 27, 2028 | | 2031 Senior Term Loan | $928 | $933 | 6.27% | Feb 9, 2031 | | Total Debt (Principal) | $2,278 | $2,283 | N/A | N/A | - The Company uses interest rate swaps to mitigate exposure to variable interest rates, effectively converting $700 million of variable rate debt to a fixed rate of 2.693% until July 27, 2026, and another $750 million (increasing to $1,500 million) to a fixed rate of 5.913% until July 27, 2028[63][64] - The Company was in compliance with all debt covenants as of August 3, 2025[61] 7) Income Taxes Effective Tax Rate | Period | August 3, 2025 | July 28, 2024 | | :----------------------- | :------------- | :------------ | | Three Months Ended | 22.5% | 25.0% | | Six Months Ended | 23.8% | 24.8% | - The decrease in the effective tax rate for both periods was primarily due to certain tax windfall benefits from equity award exercises[68] - The Company has Tax Receivable Agreements requiring payments of 85% of realized tax benefits, with expected payments of $41 million within the next 12 months[69][70] 8) Supplemental Financial Statement Information Receivables (Amounts in millions) | Receivable Type | August 3, 2025 | February 2, 2025 | | :----------------------- | :------------- | :--------------- | | Trade receivables, net | $1,282 | $986 | | Supplier rebate receivables | $75 | $80 | | Total Receivables, net | $1,357 | $1,066 | Accrued Compensation and Benefits (Amounts in millions) | Accrued Item | August 3, 2025 | February 2, 2025 | | :----------------------- | :------------- | :--------------- | | Accrued bonuses and commissions | $63 | $91 | | Other compensation and benefits | $31 | $32 | | Total Accrued Compensation and Benefits | $94 | $123 | Depreciation Expense (Amounts in millions) | Period | August 3, 2025 | July 28, 2024 | | :----------------------- | :------------- | :------------ | | Three Months Ended | $9 | $9 | | Six Months Ended | $18 | $17 | 9) Non-Controlling Interests - Non-controlling interests represented 3.5% of Holdings as of August 3, 2025, down from 3.9% as of February 2, 2025[76] 10) Basic and Diluted Earnings Per Share - Basic EPS is calculated by dividing net income attributable to Core & Main by the weighted average Class A common stock outstanding. Diluted EPS includes the dilutive impact of potential Class A shares from Partnership Interests exchange and outstanding awards[79][80] Basic and Diluted EPS (Amounts in millions, except per share data) | Metric | Three Months Ended Aug 3, 2025 | Three Months Ended Jul 28, 2024 | Six Months Ended Aug 3, 2025 | Six Months Ended Jul 28, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------------------------- | :--------------------------- | | Net income available to Class A common stock | $134 | $119 | $234 | $214 | | Basic EPS | $0.71 | $0.62 | $1.23 | $1.11 | | Diluted EPS | $0.70 | $0.61 | $1.22 | $1.11 | | Weighted average shares outstanding - basic | 189,904,002 | 192,797,961 | 189,855,388 | 192,495,255 | | Weighted average shares outstanding - diluted | 198,302,610 | 202,667,354 | 198,503,146 | 202,640,993 | 11) Related Parties - The Company has Tax Receivable Agreements and an Exchange Agreement with related parties, with no significant changes reported[82] 12) Subsequent Events - Management has evaluated events or transactions that may have occurred and identified no subsequent events meriting recognition or disclosure[83] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition, operations, key factors, and results for the three and six months ended August 3, 2025, including liquidity and non-GAAP measures Overview - Core & Main is a leading specialty distributor of water, wastewater, storm drainage, and fire protection products, serving municipal, non-residential, and residential end markets through over 370 branches across 49 U.S. states[85] - The Company's fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31st, with the current fiscal year (fiscal 2025) comprising 52 weeks[87] Key Factors Affecting Our Business - Demand for products is tied to municipal (42%), non-residential (38%), and residential (20%) construction markets, which are subject to cyclical pressures[88] - The Infrastructure Investment and Jobs Act (IIJA) includes $55 billion for water infrastructure, which is expected to benefit the business, although a temporary funding pause was issued in January 2025[89] - Operating results are impacted by seasonality, with net sales typically lower in the first and fourth fiscal quarters due to colder weather and shorter daylight hours[90] - Financial performance is affected by price fluctuations in product costs and the ability to pass these changes to customers. Over three-quarters of products are manufactured domestically, limiting tariff exposure[91][92][93] - The Company is exposed to interest rate risk on variable-rate debt ($2,278 million outstanding as of August 3, 2025) but mitigates this through interest rate swaps[95] - The Company opportunistically pursues strategic acquisitions, completing several in fiscal 2024 with an aggregate value of $769 million, focusing on expanding product lines and geographic reach[96][97] Key Business Metrics - Net sales are generated from selling water, wastewater, storm drainage, and fire protection products and services to over 60,000 customers, categorized into pipes, valves & fittings, storm drainage, fire protection, and meter products[98][99][100] - Gross profit is the difference between net sale price and product cost (including material, labor, overhead, and depreciation), influenced by the timing of supplier cost changes and customer pricing[101] - Operating expenses primarily consist of selling, general, and administrative costs, including personnel, rent, insurance, utilities, professional fees, and freight[102] - Adjusted EBITDA and Adjusted Diluted Earnings Per Share are non-GAAP measures used to assess operating results and business effectiveness, excluding items like equity-based compensation and acquisition expenses[105][107][152][154] Results of Operations Three Months Ended August 3, 2025 Compared with Three Months Ended July 28, 2024 Financial Performance (Three Months Ended) | Metric | Aug 3, 2025 | Jul 28, 2024 | Change ($) | Change (%) | | :----------------------------------- | :---------- | :----------- | :--------- | :--------- | | Net sales | $2,093 | $1,964 | +$129 | +6.6% | | Gross profit | $560 | $518 | +$42 | +8.1% | | Gross profit as % of net sales | 26.8% | 26.4% | +0.4 pp | N/A | | SG&A expenses | $302 | $268 | +$34 | +12.7% | | Operating income | $213 | $204 | +$9 | +4.4% | | Interest expense | $31 | $36 | $(5) | -13.9% | | Provision for income taxes | $41 | $42 | $(1) | -2.4% | | Effective tax rate | 22.5% | 25.0% | -2.5 pp | N/A | | Net income | $141 | $126 | +$15 | +11.9% | | Net income attributable to Core & Main, Inc. | $134 | $119 | +$15 | +12.6% | | Basic EPS | $0.71 | $0.62 | +$0.09 | +14.5% | | Diluted EPS | $0.70 | $0.61 | +$0.09 | +14.8% | | Adjusted EBITDA | $266 | $257 | +$9 | +3.5% | | Adjusted Diluted EPS | $0.87 | $0.77 | +$0.10 | +13.0% | - Net sales growth was driven by higher volumes and acquisitions, though meter products declined due to project delays[109] - SG&A expenses increased due to higher personnel expenses, variable compensation, employee benefits, and distribution-related costs[112] - EPS increases were also supported by lower Class A share counts due to share repurchases[119][121] Six Months Ended August 3, 2025 Compared with Six Months Ended July 28, 2024 Financial Performance (Six Months Ended) | Metric | Aug 3, 2025 | Jul 28, 2024 | Change ($) | Change (%) | | :----------------------------------- | :---------- | :----------- | :--------- | :--------- | | Net sales | $4,004 | $3,705 | +$299 | +8.1% | | Gross profit | $1,070 | $986 | +$84 | +8.5% | | Gross profit as % of net sales | 26.7% | 26.6% | +0.1 pp | N/A | | SG&A expenses | $595 | $525 | +$70 | +13.3% | | Operating income | $384 | $372 | +$12 | +3.2% | | Interest expense | $61 | $70 | $(9) | -12.9% | | Provision for income taxes | $77 | $75 | +$2 | +2.7% | | Effective tax rate | 23.8% | 24.8% | -1.0 pp | N/A | | Net income | $246 | $227 | +$19 | +8.4% | | Net income attributable to Core & Main, Inc. | $234 | $214 | +$20 | +9.3% | | Basic EPS | $1.23 | $1.11 | +$0.12 | +10.8% | | Diluted EPS | $1.22 | $1.11 | +$0.11 | +9.9% | | Adjusted EBITDA | $490 | $474 | +$16 | +3.4% | | Adjusted Diluted EPS | $1.55 | $1.42 | +$0.13 | +9.2% | - Net sales increased due to higher volumes and acquisitions, with fire protection products seeing a decline in selling prices partially offset by acquisitions[123] - Gross profit percentage improved slightly due to margin initiatives and accretive acquisitions, despite higher average inventory costs[125] - Net income attributable to Core & Main, Inc. increased due to higher net income and a decreased allocation to non-controlling interest holders[132] Liquidity and Capital Resources - The Company's liquidity is primarily financed through operating cash flows, credit facilities, equity/debt issuances, and working capital management. Key requirements include working capital, capital expenditures, acquisitions, debt servicing, Tax Receivable Agreement payments, and share repurchases[136] - As of August 3, 2025, cash and cash equivalents totaled $25 million, with $100 million outstanding on the Senior ABL Credit Facility, which has a borrowing capacity of up to $1,250 million[137][138] - Net cash provided by operating activities decreased by $15 million to $111 million for the six months ended August 3, 2025, primarily due to higher working capital investment[146] - Net cash used in investing activities decreased by $590 million to $28 million, mainly due to $596 million in cash outflows for acquisitions during fiscal 2024[147] - Net cash used in financing activities was $66 million, a $570 million change from the prior year, driven by decreased net borrowings and debt issuance costs, increased share repurchases, and higher Tax Receivable Agreement payments[148] - The Company expects current liquidity sources to be sufficient for the next 12 months, but future acquisitions may require additional equity or debt[142] - The Company had $1,024 million in purchase obligations, primarily for inventory, as of August 3, 2025, generally cancellable but with no intent to cancel[150] Non-GAAP Financial Measures - EBITDA, Adjusted EBITDA, and Adjusted Diluted Earnings Per Share are non-GAAP measures used to assess operating results and effectiveness, providing supplemental performance information not considered GAAP measures[151][155] - Adjusted EBITDA is defined as net income adjusted for non-controlling interests, D&A, income taxes, interest expense, loss on debt modification, equity-based compensation, and acquisition-related expenses[152] - Adjusted Diluted EPS is diluted EPS adjusted for amortization of intangible assets, loss on debt modification, equity-based compensation, acquisition expenses, and their tax impacts[154] Reconciliation of Net Income to Adjusted EBITDA (Amounts in millions) | Metric | Three Months Ended Aug 3, 2025 | Three Months Ended Jul 28, 2024 | Six Months Ended Aug 3, 2025 | Six Months Ended Jul 28, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------------------------- | :--------------------------- | | Net income attributable to Core & Main, Inc. | $134 | $119 | $234 | $214 | | Net income | $141 | $126 | $246 | $227 | | Depreciation and amortization | $46 | $47 | $93 | $91 | | Provision for income taxes | $41 | $42 | $77 | $75 | | Interest expense | $31 | $36 | $61 | $70 | | EBITDA | $259 | $251 | $477 | $463 | | Equity-based compensation | $5 | $4 | $10 | $7 | | Acquisition expenses | $2 | $2 | $3 | $4 | | Adjusted EBITDA | $266 | $257 | $490 | $474 | Reconciliation of Diluted EPS to Adjusted Diluted EPS | Metric | Three Months Ended Aug 3, 2025 | Three Months Ended Jul 28, 2024 | Six Months Ended Aug 3, 2025 | Six Months Ended Jul 28, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------------------------- | :--------------------------- | | Diluted earnings per share | $0.70 | $0.61 | $1.22 | $1.11 | | Amortization of intangible assets | $0.19 | $0.19 | $0.37 | $0.36 | | Equity-based compensation | $0.03 | $0.02 | $0.05 | $0.03 | | Acquisition expenses | $0.01 | $0.01 | $0.02 | $0.02 | | Income tax impact of adjustments | $(0.06) | $(0.06) | $(0.11) | $(0.10) | | Adjusted Diluted Earnings Per Share | $0.87 | $0.77 | $1.55 | $1.42 | Recently Issued and Adopted Accounting Pronouncements and Accounting Pronouncements Issued But Not Yet Adopted - Refer to Note 2 of the financial statements for details on recent accounting pronouncements[159] Critical Accounting Policies and Estimates - No significant changes to critical accounting policies and estimates have materially impacted the unaudited condensed consolidated financial statements during the three and six months ended August 3, 2025[160] Off-Balance Sheet Arrangements - The Company had no off-balance sheet arrangements as of August 3, 2025[161] Item 3. Quantitative and Qualitative Disclosures about Market Risk Details the Company's exposure to market risks, including interest rate, credit, price, and foreign currency, and outlines management strategies - The Company is exposed to market risks from fluctuations in interest rates, foreign currency exchange rates, and product prices[162] Interest Rate Risk - The Company is exposed to interest rate fluctuations on its $2,278 million variable-rate debt (Senior Term Loan and Senior ABL Credit Facility). A one percentage point change in interest rates would result in an approximately $22 million change in annual interest expense on the Senior Term Loan Credit Facility[163] Credit Risk - Credit risk on accounts receivable is mitigated by a large, diverse customer base, with the 50 largest customers accounting for only 12% of net sales in fiscal 2024[164] Price Risk - The Company faces price fluctuations in product procurement costs, which can impact gross profit margins. It aims to mitigate this through strategic inventory investments, inventory management, and gross margin initiatives[165] Foreign Currency Risk - Foreign currency operations are not material, and a hypothetical 10% change in the U.S. dollar's value would not materially impact net earnings[166] Item 4. Controls and Procedures Discusses the effectiveness of the Company's disclosure controls and internal control over financial reporting, including management's evaluation and quarterly changes Evaluation of Disclosure Controls and Procedures - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective at a reasonable assurance level as of August 3, 2025[167] Changes in Internal Control over Financial Reporting - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the fiscal quarter[168] Limitations on Effectiveness of Controls and Procedures - Management acknowledges that control systems provide only reasonable, not absolute, assurance and may not prevent or detect all errors or fraud due to inherent limitations like human judgment, resource constraints, and potential for circumvention[169] Part II - Other Information Item 1. Legal Proceedings The Company is not party to material legal proceedings but faces incidental litigation, including product liability and asbestos-related matters - The Company is not currently involved in material legal proceedings but faces inherent risks of product liability, construction defect, and warranty claims, including ongoing asbestos-related litigation[171][172] Item 1A. Risk Factors No material changes to risk factors previously disclosed in the Fiscal 2024 Annual Report on Form 10-K - No material changes have occurred in the risk factors since the Fiscal 2024 Annual Report on Form 10-K[173] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Reports on the Company's equity security transactions, detailing issuer purchases of Class A common stock for the three months ended August 3, 2025 Sales of Unregistered Securities - No unregistered sales of equity securities were reported[174] Use of Proceeds from Public Offering of Common Stock - No use of proceeds from public offerings of common stock was reported[175] Issuer Purchases of Equity Securities Issuer Purchases of Class A Common Stock (Three Months Ended August 3, 2025) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Maximum Value Remaining Under Program (millions) | | :----------------------- | :----------------------------- | :--------------------------- | :----------------------------------------------- | | May 5 - May 31 | 3,350 | $51.50 | $285 | | June 1 - June 30 | 13,126 | $56.95 | $285 | | July 1 - August 3 | 126,704 | $61.61 | $277 | | Total | 143,180 | $60.95 | $277 | - The repurchases include 121,835 shares for $61.55 per share through open market transactions under the Repurchase Program during the three months ended August 3, 2025[177] Item 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities - No defaults upon senior securities were reported[178] Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company[179] Item 5. Other Information Discloses new Rule 10b5-1(c) trading arrangements adopted by directors and officers during the quarter ended August 3, 2025 Director and Officer Trading Arrangements - Several directors and officers, including Stephen O. LeClair (Executive Chair), Mark G. Whittenburg (General Counsel), Bradford A. Cowles (President), and Dennis G. Gipson (Director), adopted new Rule 10b5-1(c) trading arrangements for Class A common stock sales between October 2025 and April 2026[180][181][182][183] Item 6. Exhibits Lists exhibits filed with the Form 10-Q, including executive agreements, certifications, and XBRL documents - Exhibits include an Executive Transition Agreement, certifications by the Principal Executive Officer and Principal Financial Officer (pursuant to Sarbanes-Oxley Act Sections 302 and 906), and Inline XBRL documents[185] Signatures - The report was signed on September 9, 2025, by Mark R. Witkowski, Chief Executive Officer and Director, and Robyn L. Bradbury, Chief Financial Officer[188][189]