Progress(PRGS) - 2025 Q3 - Quarterly Report

PART I FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements, management's discussion, market risk, and controls Item 1. Financial Statements (Unaudited) This section provides unaudited condensed consolidated financial statements and detailed notes on accounting policies, assets, liabilities, and operations Condensed Consolidated Balance Sheets This statement presents the company's financial position, detailing assets, liabilities, and stockholders' equity at specific dates | (in thousands) | August 31, 2025 | November 30, 2024 | | :--- | :--- | :--- | | Assets | | | | Total current assets | $335,545 | $368,813 | | Total assets | $2,421,711 | $2,526,966 | | Liabilities and Stockholders' Equity | | | | Total current liabilities | $769,809 | $455,145 | | Total liabilities and stockholders' equity | $2,421,711 | $2,526,966 | | Total stockholders' equity | $477,682 | $438,788 | - Total assets decreased by $105.255 million from November 30, 2024, to August 31, 2025, primarily driven by a decrease in intangible assets and cash and cash equivalents. Total current liabilities significantly increased by $314.664 million, mainly due to the current portion of convertible senior notes[10] Condensed Consolidated Statements of Operations This statement details the company's revenues, expenses, and net income over specific reporting periods Three Months Ended August 31, 2025 vs 2024 | (in thousands, except per share data) | August 31, 2025 | August 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total revenue | $249,795 | $178,686 | 40% | | Gross profit | $202,259 | $149,622 | 35% | | Income from operations | $43,874 | $40,349 | 9% | | Net income | $19,413 | $28,464 | (32)% | | Basic EPS | $0.45 | $0.66 | (32)% | | Diluted EPS | $0.44 | $0.65 | (32)% | Nine Months Ended August 31, 2025 vs 2024 | (in thousands, except per share data) | August 31, 2025 | August 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total revenue | $725,165 | $538,448 | 35% | | Gross profit | $584,110 | $444,504 | 31% | | Income from operations | $114,916 | $102,503 | 12% | | Net income | $47,388 | $67,291 | (30)% | | Basic EPS | $1.10 | $1.55 | (29)% | | Diluted EPS | $1.07 | $1.52 | (30)% | - Revenue growth for both the three and nine months ended August 31, 2025, was primarily driven by the acquisition of ShareFile. However, net income and EPS decreased significantly due to increased interest expense and amortization of acquired intangibles[11] Condensed Consolidated Statements of Comprehensive Income This statement presents net income and other comprehensive income items, reflecting total changes in equity from non-owner sources Comprehensive Income (in thousands) | Period | Net Income | Foreign Currency Translation Adjustments | Total Other Comprehensive Income (Loss) | Comprehensive Income | | :--- | :--- | :--- | :--- | :--- | | Three Months Ended Aug 31, 2025 | $19,413 | $654 | $654 | $20,067 | | Three Months Ended Aug 31, 2024 | $28,464 | $2,084 | $2,084 | $30,548 | | Nine Months Ended Aug 31, 2025 | $47,388 | $3,788 | $3,788 | $51,176 | | Nine Months Ended Aug 31, 2024 | $67,291 | $643 | $(492) | $66,799 | - Comprehensive income for the nine months ended August 31, 2025, was $51.176 million, a decrease from $66.799 million in the prior year, primarily reflecting the decrease in net income, despite a positive foreign currency translation adjustment[12] Condensed Consolidated Statements of Stockholders' Equity This statement outlines changes in the company's equity accounts, including net income, stock transactions, and other comprehensive income Stockholders' Equity Changes (Nine Months Ended August 31, 2025) | (in thousands) | Balance, Dec 1, 2024 | Issuance of stock | Exercise of stock options | Withholding tax payments | Stock-based compensation | Treasury stock repurchases | Net income | Other comprehensive income | Balance, Aug 31, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Stockholders' Equity | $438,788 | $11,004 | $4,589 | $(10,101) | $47,394 | $(65,168) | $47,388 | $3,788 | $477,682 | - Total stockholders' equity increased from $438.788 million at December 1, 2024, to $477.682 million at August 31, 2025. Key drivers included net income of $47.388 million and stock-based compensation of $47.394 million, partially offset by treasury stock repurchases of $65.168 million[14] Condensed Consolidated Statements of Cash Flows This statement summarizes cash inflows and outflows from operating, investing, and financing activities Cash Flows (Nine Months Ended August 31, in thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash flows from operating activities | $172,389 | $191,843 | | Net cash flows used in investing activities | $(23,493) | $(2,328) | | Net cash flows used in financing activities | $(175,784) | $(85,275) | | Net (decrease) increase in cash and cash equivalents | $(19,069) | $105,755 | | Cash and cash equivalents, end of period | $99,008 | $232,713 | - Net cash from operating activities decreased by $19.454 million YoY, primarily due to increased interest expense. Investing activities saw a significant increase in cash used, mainly due to payments for acquisitions ($20.653 million in 2025 vs. none in 2024). Financing activities used substantially more cash in 2025 ($175.784 million vs. $85.275 million), driven by repayment of revolving credit facility and common stock repurchases, contrasting with proceeds from senior convertible notes in 2024[16][120][122][123] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements Note 1: Basis of Presentation This note describes the company's business, accounting principles, and the basis for preparing the financial statements - Progress Software Corporation provides software products for AI-powered applications and digital experiences, utilizing perpetual, term, and SaaS licensing models. The company operates globally through direct sales and indirect channel partners (ISVs, OEMs, VARs)[18][19][20] - The unaudited condensed consolidated financial statements are prepared in accordance with SEC rules for interim reporting and GAAP, with no material changes in significant accounting policies since the 2024 Annual Report[21][22] - New accounting pronouncements include ASU 2023-07 (Segment Reporting, effective FY2025), ASU 2023-09 (Income Tax Disclosures, effective FY2026), ASU 2024-03/2025-01 (Expense Disaggregation, effective FY2028/2029), and ASU 2025-06 (Internal-Use Software, effective FY2029). The company is evaluating their impact[24][25][26][27][28] Note 2: Fair Value Measurements This note details the valuation methods and classifications for assets and liabilities measured at fair value Fair Value Measurements (August 31, 2025, in thousands) | (in thousands) | Total Fair Value | Level 1 | Level 2 | Level 3 | | :--- | :--- | :--- | :--- | :--- | | Assets | | | | | | Money market funds | $1,175 | $1,175 | — | — | | Foreign exchange derivatives | $112 | — | $112 | — | | Liabilities | | | | | | Contingent consideration | $(1,080) | — | — | $(1,080) | - Contingent consideration related to the Nuclia acquisition (Q3 2025) is classified as Level 3, valued at $1.080 million using a Monte Carlo simulation due to unobservable inputs. This liability will be remeasured each period[29][31][32] Convertible Senior Notes Fair Value (in thousands) | (in thousands) | August 31, 2025 Carrying Value | August 31, 2025 Fair Value | November 30, 2024 Carrying Value | November 30, 2024 Fair Value | | :--- | :--- | :--- | :--- | :--- | | Convertible senior notes due 2026 | $358,619 | $362,778 | $356,946 | $449,094 | | Convertible senior notes due 2030 | $440,713 | $460,752 | $439,321 | $550,827 | | Total | $799,332 | $823,530 | $796,267 | $999,921 | Note 3: Intangible Assets and Goodwill This note provides information on the company's intangible assets and goodwill, including changes and amortization Intangible Assets (in thousands) | (in thousands) | August 31, 2025 Net Book Value | November 30, 2024 Net Book Value | | :--- | :--- | :--- | | Purchased technology | $161,228 | $188,736 | | Customer-related | $424,689 | $495,224 | | Trademarks and trade names | $33,446 | $39,611 | | Total | $619,363 | $723,571 | - Net book value of intangible assets decreased by $104.208 million from November 30, 2024, to August 31, 2025. Amortization expense for intangible assets was $37.2 million for the three months and $110.0 million for the nine months ended August 31, 2025, significantly higher than the prior year due to recent acquisitions[37] Goodwill Changes (Nine Months Ended August 31, 2025, in thousands) | (in thousands) | Amount | | :--- | :--- | | Balance, December 1, 2024 | $1,292,177 | | Additions from business combinations | $15,397 | | Measurement period adjustments | $1,632 | | Translation adjustments | $46 | | Balance, August 31, 2025 | $1,309,252 | - Goodwill increased by $17.075 million to $1,309.252 million, primarily due to the acquisition of Nuclia and measurement period adjustments related to ShareFile[39] Note 4: Business Combinations This note details recent acquisitions, including purchase prices, allocation of assets, and pro forma financial impacts - On June 30, 2025, Progress acquired Nuclia, an AI solutions innovator, for $21.4 million, including $20.3 million cash and $1.1 million contingent consideration. The acquisition primarily allocated to purchased technology and goodwill[40][41] - The ShareFile acquisition (October 31, 2024) for $875.0 million was funded by a revolving credit facility and cash. Measurement period adjustments in Q1 FY2025 increased goodwill by $1.6 million[43][44] ShareFile Acquisition Pro Forma Financial Information (Nine Months Ended August 31, 2024, in thousands) | (in thousands, except per share data) | Pro Forma Nine Months Ended August 31, 2024 | | :--- | :--- | | Revenue | $722,032 | | Net income | $39,886 | | Net income per basic share | $0.92 | | Net income per diluted share | $0.90 | - ShareFile contributed $64.6 million in revenue for the three months and $194.1 million for the nine months ended August 31, 2025[48] Note 5: Debt This note outlines the company's debt obligations, including convertible senior notes and revolving credit facilities Debt Obligations (in thousands) | (in thousands) | August 31, 2025 Net Carrying Amount | November 30, 2024 Net Carrying Amount | | :--- | :--- | :--- | | 3.5% convertible senior notes due 2030 | $440,713 | $439,321 | | Revolving credit facility | $620,000 | $730,000 | | 1.0% convertible senior notes due 2026 (current portion) | $358,619 | — | | Total debt | $1,419,332 | $1,526,267 | - Total debt decreased by $106.935 million from November 30, 2024, to August 31, 2025, primarily due to a $110.0 million repayment on the revolving credit facility. The company entered into an amended $1.5 billion secured revolving credit facility on July 21, 2025, maturing July 21, 2030, with $620.0 million outstanding as of August 31, 2025[53][54][56][57] - The credit agreement includes customary affirmative and negative covenants, including maintaining compliance with consolidated interest charge coverage and senior secured net leverage ratios[58][59] Note 6: Common Stock Repurchases This note details the company's common stock repurchase activities and remaining authorization Common Stock Repurchases (in thousands, except shares) | Period | Shares Repurchased | Value (in millions) | | :--- | :--- | :--- | | Three Months Ended Aug 31, 2025 | 0.3 million | $15.0 | | Three Months Ended Aug 31, 2024 | 0.3 million | $14.3 | | Nine Months Ended Aug 31, 2025 | 1.2 million | $65.1 | | Nine Months Ended Aug 31, 2024 | 1.6 million | $86.8 | - As of August 31, 2025, $42.2 million remained under the share repurchase authorization. On September 23, 2025, the Board increased the authorization by $200.0 million to an aggregate of $242.2 million[60] Note 7: Stock-Based Compensation This note describes the company's stock-based compensation plans and related expenses - Stock-based compensation expense is recognized over the service period, generally four or five years for options and three or four years for restricted stock units. Performance stock units and employee stock purchase plans use accelerated attribution[61] Stock-Based Compensation Expense (in thousands) | (in thousands) | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Cost of maintenance, SaaS, and professional services | $1,486 | $834 | $4,241 | $2,732 | | Sales and marketing | $3,275 | $2,169 | $9,970 | $6,939 | | Product development | $4,709 | $3,199 | $14,103 | $10,255 | | General and administrative | $6,500 | $4,356 | $19,080 | $15,085 | | Total stock-based compensation | $15,970 | $10,558 | $47,394 | $35,011 | Note 8: Revenue Recognition This note explains the company's policies for recognizing revenue from various sources and geographic regions Revenue by Type (in thousands) | (in thousands) | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Software licenses | $63,437 | $57,850 | $172,677 | $175,929 | | Maintenance | $104,849 | $103,088 | $307,875 | $307,616 | | SaaS | $71,512 | $6,082 | $213,027 | $17,641 | | Professional services | $9,997 | $11,666 | $31,586 | $37,262 | | Total revenue | $249,795 | $178,686 | $725,165 | $538,448 | Geographic Revenue (in thousands) | (in thousands) | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | North America | $163,404 | $104,369 | $465,376 | $314,553 | | EMEA | $68,339 | $57,031 | $208,321 | $177,656 | | Latin America | $6,221 | $5,363 | $16,126 | $14,630 | | Asia Pacific | $11,831 | $11,923 | $35,342 | $31,609 | | Total revenue | $249,795 | $178,686 | $725,165 | $538,448 | - SaaS revenue experienced significant growth, increasing by 1,076% for the three months and 1,108% for the nine months ended August 31, 2025, primarily due to the ShareFile acquisition. North America revenue also saw substantial growth (57% for three months, 48% for nine months) driven by the same acquisition[64][65][87][88] - As of August 31, 2025, transaction price allocated to remaining performance obligations was $592.3 million, with approximately 74% expected to be recognized within the next year[68] Note 9: Restructuring This note details the company's restructuring activities, including costs incurred and expected cash disbursements Restructuring Activity (Nine Months Ended August 31, 2025, in thousands) | (in thousands) | Excess Facilities and Other Costs | Employee Severance and Related Benefits | Total | | :--- | :--- | :--- | :--- | | Balance, December 1, 2024 | $4,339 | $5,695 | $10,034 | | Costs incurred | $2,466 | $6,513 | $8,979 | | Cash disbursements | $(3,604) | $(11,554) | $(15,158) | | Balance, August 31, 2025 | $3,201 | $679 | $3,880 | - Restructuring costs incurred during the nine months ended August 31, 2025, totaled $8.979 million, primarily related to the integration of the ShareFile business. Cash disbursements for these expenses are expected through Q4 fiscal year 2025, with no additional material expenses anticipated[70] Note 10: Earnings Per Share This note provides the calculation of basic and diluted earnings per share Earnings Per Share Calculation (in thousands, except per share data) | (in thousands, except per share data) | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income | $19,413 | $28,464 | $47,388 | $67,291 | | Weighted average shares outstanding (basic) | 42,988 | 42,872 | 43,099 | 43,296 | | Diluted weighted average shares outstanding | 43,717 | 43,711 | 44,253 | 44,167 | | Basic EPS | $0.45 | $0.66 | $1.10 | $1.55 | | Diluted EPS | $0.44 | $0.65 | $1.07 | $1.52 | - Stock awards representing approximately 844,000 shares (three months) and 978,000 shares (nine months) were excluded from diluted EPS calculation for August 31, 2025, as they were anti-dilutive. The convertible notes were out of the money for the three months ended August 31, 2025, and for both periods in 2024, thus not included in diluted EPS calculation for those periods, but the 2026 Notes were included for the nine months ended August 31, 2025[71][72] Note 11: Segment Information This note states that the company operates as a single operating segment - The company operates as a single operating segment: software products for the development, deployment, and management of responsible, AI-powered applications and digital experiences. The Chief Executive Officer, as the CODM, evaluates financial information on a consolidated basis[73][74] Note 12: Cyber Related Matters This note discusses ongoing legal and financial impacts related to the MOVEit Vulnerability - The company continues to address the MOVEit Vulnerability, with class action lawsuits centralized in multi-district litigation (MDL). Motions to dismiss were partially granted in July 2025, dismissing about half of the claims. The MDL is not expected to conclude this fiscal year[75] Cyber Vulnerability Response Expenses, Net (in thousands) | (in thousands) | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net costs incurred | $659 | $927 | $2,126 | $4,950 | | Insurance recoveries | $400 | $600 | $1,700 | $2,500 | - The company expects to incur ongoing investigation, legal, and professional services expenses. While a loss is reasonably possible, a range of possible losses cannot be reasonably estimated due to the early stage of litigation and uncertainties regarding class certification and damages. No loss contingency liability has been recorded as of August 31, 2025[77] - The company maintained $15.0 million in cybersecurity insurance coverage, with approximately $5.0 million remaining as of August 31, 2025[78] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on financial performance, liquidity, and critical accounting policies Overview This section introduces the company's business, critical accounting policies, and use of constant currency reporting - Progress provides software products for developing, deploying, and managing AI-powered applications and digital experiences[80] - Critical accounting policies, including revenue recognition, loss contingencies (MOVEit Vulnerability), and business combinations, remain unchanged from the 2024 Annual Report[81] - The company uses constant currency reporting to enhance understanding of revenue results, translating current period results using prior period weighted average foreign currency exchange rates[82][83] Results of Operations This section analyzes the key drivers of changes in revenue, gross profit, operating expenses, and net income - Total revenue increased by 40% (38% constant currency) for the three months and 35% (34% constant currency) for the nine months ended August 31, 2025, primarily due to the ShareFile acquisition, which contributed $64.6 million and $194.1 million, respectively[85] Revenue Growth by Type (YoY % Change) | Revenue Type | 3 Months Ended Aug 31, 2025 | 9 Months Ended Aug 31, 2025 | | :--- | :--- | :--- | | Software licenses | 10% | (2)% | | Maintenance | 2% | 0% | | SaaS | 1,076% | 1,108% | | Professional services | (14)% | (15)% | - SaaS revenue growth was overwhelmingly driven by ShareFile. North America revenue increased by 57% (three months) and 48% (nine months) due to the ShareFile acquisition, while revenue outside North America increased by $12.1 million and $35.9 million over the same periods[87][88] - Gross profit increased by 35% (three months) and 31% (nine months) but decreased as a percentage of total revenue (81% vs. 84% and 81% vs. 83% respectively) due to higher hosting costs from ShareFile[93] - Operating expenses (Sales & Marketing, Product Development, General & Administrative, Amortization of Acquired Intangibles) all increased significantly year-over-year, primarily due to increased personnel, marketing, and hosting costs associated with the ShareFile acquisition[94][95][97][98] - Net income decreased by 32% for the three months and 30% for the nine months ended August 31, 2025, primarily due to a substantial increase in interest expense (162% and 157% respectively) resulting from debt incurred for the ShareFile acquisition[103][106] Select Performance Metrics This section presents key operational metrics such as Annualized Recurring Revenue and Net Retention Rate - Annualized Recurring Revenue (ARR) was $849.0 million as of August 31, 2025, an increase of 47% year-over-year from $576.0 million, primarily driven by the ShareFile acquisition[114] - Net retention rates have generally ranged between 100% and 102% for all periods presented, indicating strong customer retention and expansion[116] Liquidity and Capital Resources This section discusses the company's cash position, debt, and ability to meet future financial obligations - Cash and cash equivalents decreased by $19.1 million from November 30, 2024, to August 31, 2025, primarily due to debt repayments ($110.0 million), common stock repurchases ($65.1 million), and acquisitions ($20.7 million), partially offset by cash from operations ($172.4 million)[117] - The company suspended its quarterly dividend as of September 9, 2024, to redirect capital towards debt repayment and increase liquidity for future M&A and share repurchases[125] - Management believes existing cash balances, funds from operations, and the revolving credit facility will be sufficient to meet foreseeable cash requirements for at least the next twelve months, including capital expenditures, acquisitions, and debt repayments[128] Legal and Other Regulatory Matters This section provides updates on ongoing legal proceedings and regulatory issues - The company continues to face class action lawsuits and governmental investigations related to the MOVEit Vulnerability. While some claims have been dismissed, the litigation is ongoing, and future costs are expected to be reduced by insurance coverage[130][131] Recent Accounting Pronouncements This section refers to Note 1 for details on recently issued accounting pronouncements - Refer to Note 1: Basis of Presentation for details on recently issued accounting pronouncements and their potential impact[132] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that there were no significant changes to the company's quantitative and qualitative disclosures about market risk during the first nine months of fiscal year 2025, apart from repayments on the revolving credit facility and other debt changes - No significant changes to market risk disclosures were reported for the first nine months of fiscal year 2025, except for revolving credit facility repayments and debt changes[133] Item 4. Controls and Procedures Management evaluated the effectiveness of disclosure controls and procedures as of August 31, 2025, concluding they were effective at a reasonable assurance level. No material changes in internal control over financial reporting occurred during the quarter - Disclosure controls and procedures were evaluated and deemed effective at the reasonable assurance level as of August 31, 2025[134][135] - No material changes in internal control over financial reporting occurred during the fiscal quarter ended August 31, 2025[136] PART II OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, other information, and exhibits Item 1. Legal Proceedings This section refers to Note 12 for details on legal proceedings related to the MOVEit Vulnerability and states that other ordinary course legal matters are not expected to have a material effect on the company's financial position - Legal proceedings related to the MOVEit Vulnerability are discussed in Note 12. Other ordinary course legal matters are not expected to materially affect financial position, results of operations, or cash flows[137][138] Item 1A. Risk Factors This section directs readers to the company's 2024 Annual Report for a comprehensive discussion of risk factors that could materially affect the business - For a complete discussion of risk factors, refer to Part I, Item 1A. Risk Factors in the 2024 Annual Report[139] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details common stock repurchase activities during the third quarter of fiscal year 2025 and updates on the share repurchase authorization Common Stock Repurchases (Third Quarter Fiscal Year 2025) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs | | :--- | :--- | :--- | :--- | :--- | | June 2025 | — | $— | — | $57,220 | | July 2025 | 283,412 | $52.91 | 283,412 | $42,220 | | August 2025 | — | — | — | $42,220 | | Total | 283,412 | $52.91 | 283,412 | $42,220 | - As of August 31, 2025, $42.2 million remained under the current share repurchase authorization. On September 23, 2025, the Board increased the authorization by $200.0 million, bringing the aggregate to $242.2 million[140] Item 5. Other Information This section reports on the adoption of a new Form of Notice of Grant of Stock Options and Grant Agreement and confirms no insider adoption or termination of Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - A new Form of Notice of Grant of Stock Options and Grant Agreement was adopted under the Progress Software Corporation 2008 Stock Option and Incentive Plan for administrative updates[141] - No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the third quarter of fiscal year 2025[142] Item 6. Exhibits This section lists all exhibits filed or furnished as part of the Quarterly Report on Form 10-Q, including the Fifth Amended and Restated Credit Agreement, Form of Notice of Grant of Stock Options, CEO/CFO certifications, and iXBRL financial statements - Key exhibits include the Fifth Amended and Restated Credit Agreement (Exhibit 10.1), Form of Notice of Grant of Stock Options and Grant Agreement (Exhibit 10.2), CEO and CFO certifications (Exhibits 31.1, 31.2), and iXBRL formatted financial statements (Exhibit 101)[144] Signatures This section contains the duly authorized signatures of the registrant's President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, and Senior Vice President and Chief Accounting Officer, certifying the report - The report is signed by Yogesh K. Gupta (President and CEO), Anthony Folger (EVP and CFO), and Domenic LoCoco (SVP and Chief Accounting Officer) on September 29, 2025[147]