Albertsons Companies(ACI) - 2026 Q2 - Quarterly Report

PART I - FINANCIAL INFORMATION Item 1 - Condensed Consolidated Financial Statements (unaudited) This section presents the unaudited condensed consolidated financial statements for Albertsons Companies, Inc. and its subsidiaries, including the balance sheets, statements of operations and comprehensive income, cash flows, and stockholders' equity, along with accompanying notes detailing significant accounting policies, fair value measurements, debt, employee benefits, commitments, and segment information Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Highlights (in millions) | Metric | September 6, 2025 | February 22, 2025 | | :------------------------------------------ | :------------------ | :------------------ | | Total Assets | $26,850.5 | $26,755.7 | | Total Liabilities | $23,771.0 | $23,369.8 | | Total Stockholders' Equity | $3,079.5 | $3,385.9 | | Current maturities of long-term debt and finance lease obligations | $1,186.4 | $57.6 | - Current maturities of long-term debt and finance lease obligations significantly increased from $57.6 million to $1,186.4 million[8] Condensed Consolidated Statements of Operations and Comprehensive Income Condensed Consolidated Statements of Operations and Comprehensive Income (in millions, except per share data) | Metric | 12 weeks ended Sep 6, 2025 | 12 weeks ended Sep 7, 2024 | 28 weeks ended Sep 6, 2025 | 28 weeks ended Sep 7, 2024 | | :------------------------------------------ | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Net sales and other revenue | $18,915.8 | $18,551.5 | $43,796.6 | $42,816.9 | | Gross margin | $5,106.6 | $5,121.3 | $11,844.9 | $11,860.2 | | Operating income | $295.3 | $292.0 | $744.6 | $751.6 | | Net income | $168.5 | $145.5 | $404.9 | $386.2 | | Basic net income per Class A common share | $0.30 | $0.25 | $0.71 | $0.67 | | Diluted net income per Class A common share | $0.30 | $0.25 | $0.71 | $0.66 | - Net sales and other revenue increased by 2.0% for the 12 weeks and 2.3% for the 28 weeks ended September 6, 2025, compared to the prior year periods[9] - Net income increased by 15.8% for the 12 weeks and 4.8% for the 28 weeks ended September 6, 2025, compared to the prior year periods[9] Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (in millions) | Cash Flow Activity | 28 weeks ended Sep 6, 2025 | 28 weeks ended Sep 7, 2024 | | :----------------------------------- | :------------------------- | :------------------------- | | Net cash provided by operating activities | $1,282.0 | $1,374.1 | | Net cash used in investing activities | $(837.9) | $(925.3) | | Net cash used in financing activities | $(467.0) | $(357.8) | | Net (decrease) increase in cash and cash equivalents and restricted cash | $(22.9) | $91.0 | | Cash and cash equivalents and restricted cash at end of period | $275.0 | $284.2 | - Net cash provided by operating activities decreased by $92.1 million for the 28 weeks ended September 6, 2025, compared to the prior year[11] - The company experienced a net decrease in cash and cash equivalents of $22.9 million for the 28 weeks ended September 6, 2025, a shift from a net increase of $91.0 million in the prior year[11] Condensed Consolidated Statements of Stockholders' Equity Changes in Stockholders' Equity (in millions) | Metric | Balance as of Feb 22, 2025 | Balance as of Sep 6, 2025 | | :----------------------------------- | :------------------------- | :------------------------- | | Total stockholders' equity | $3,385.9 | $3,079.5 | | Treasury stock, at cost | $(386.7) | $(936.8) | | Retained earnings | $1,487.9 | $1,721.0 | | Cash dividends declared on common stock | $(169.6) (YTD) | $(139.0) (YTD 2024) | | Repurchase of common stock | $(550.1) (YTD) | $0 (YTD 2024) | - Total stockholders' equity decreased from $3,385.9 million to $3,079.5 million between February 22, 2025, and September 6, 2025, primarily due to significant treasury stock repurchases[8][13] - The company repurchased $550.1 million of common stock during the first 28 weeks of fiscal 2025[13] Notes to Condensed Consolidated Financial Statements NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - LIFO expense increased to $11.0 million for the 12 weeks ended September 6, 2025, from $4.8 million in the prior year, and to $28.3 million for the 28 weeks ended September 6, 2025, from $19.4 million in the prior year[19] - The Board of Directors authorized an increase to the share repurchase program from $2.0 billion to $2.75 billion, including a $750 million accelerated share repurchase agreement, subsequent to the reporting period[21] Effective Income Tax Rates | Period | Effective Tax Rate (2025) | Effective Tax Rate (2024) | | :------------------------- | :------------------------ | :------------------------ | | 12 weeks ended Sep 6/7 | 23.3% | 22.0% | | 28 weeks ended Sep 6/7 | 23.8% | 22.2% | Net Sales and Other Revenue by Product Type (in millions) | Product Type | 12 weeks ended Sep 6, 2025 | % of Total (2025) | 12 weeks ended Sep 7, 2024 | % of Total (2024) | | :------------- | :------------------------- | :---------------- | :------------------------- | :---------------- | | Non-perishables | $9,220.5 | 48.8% | $9,265.0 | 49.9% | | Fresh | $5,946.6 | 31.4% | $5,917.4 | 31.9% | | Pharmacy | $2,536.8 | 13.4% | $2,132.0 | 11.5% | | Fuel | $911.3 | 4.8% | $951.3 | 5.2% | | Other | $300.6 | 1.6% | $285.8 | 1.5% | | Total | $18,915.8 | 100.0% | $18,551.5 | 100.0% | - Pharmacy sales as a percentage of total revenue increased from 11.5% to 13.4% for the 12 weeks ended September 6, 2025, while fuel sales decreased from 5.2% to 4.8%[29] NOTE 2 - FAIR VALUE MEASUREMENTS Assets Measured at Fair Value on a Recurring Basis (in millions) | Asset Type | September 6, 2025 (Total) | February 22, 2025 (Total) | | :------------------------ | :------------------------ | :------------------------ | | Short-term investments | $16.2 | $41.3 | | Non-current investments | $113.7 | $118.8 | | Derivative contracts | $0.7 | $0.3 | | Total Assets | $130.6 | $160.4 | | Total Liabilities | $0.5 | $0.6 | - The fair value of total debt as of September 6, 2025, was $7,778.7 million, compared to a carrying value of $7,777.1 million[42] - Retail store impairment losses were $6.2 million for the 12 weeks and $8.4 million for the 28 weeks ended September 6, 2025[44] NOTE 3 - LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS Long-Term Debt and Finance Lease Obligations (in millions) | Debt Type | September 6, 2025 | February 22, 2025 | | :------------------------------------------ | :------------------ | :------------------ | | Senior Unsecured Notes due 2026 to 2033 | $6,517.9 | $6,517.0 | | New Albertsons L.P. Notes due 2026 to 2031 | $487.0 | $484.6 | | Safeway Inc. Notes due 2027 to 2031 | $376.2 | $375.9 | | ABL Facility | $325.0 | $0 | | Finance lease obligations | $406.0 | $427.9 | | Total debt | $8,126.5 | $7,820.1 | | Less current maturities | $(1,186.4) | $(57.6) | | Long-term portion | $6,940.1 | $7,762.5 | - The ABL Facility had $325.0 million outstanding as of September 6, 2025, compared to no amounts outstanding as of February 22, 2025. The maturity date was extended to August 27, 2030[46][47] - The company issued $600.0 million of 6.250% senior unsecured notes due March 15, 2033, and used the proceeds to redeem $600.0 million of 7.500% senior unsecured notes due March 15, 2026, effectively refinancing debt at a lower interest rate[48] NOTE 4 - EMPLOYEE BENEFIT PLANS Net Pension and Post-Retirement (Income) Expense (in millions) | Component | 12 weeks ended Sep 6, 2025 | 12 weeks ended Sep 7, 2024 | 28 weeks ended Sep 6, 2025 | 28 weeks ended Sep 7, 2024 | | :-------------------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Pension (Income) Expense, net | $(26.7) | $6.1 | $(26.7) | $7.9 | | Other post-retirement benefits (Income) Expense, net | $0 | $(0.1) | $(0.1) | $(0.1) | - The company recorded a pension settlement gain of $26.8 million during the 12 and 28 weeks ended September 6, 2025, by purchasing a group annuity policy and transferring $290.0 million of pension plan assets[50] - Contributions to defined pension and post-retirement benefit plans for the 28 weeks ended September 6, 2025, were $45.9 million, up from $37.1 million in the prior year[49] NOTE 5 - COMMITMENTS AND CONTINGENCIES AND OFF BALANCE SHEET ARRANGEMENTS - The company is vigorously defending two False Claims Act (FCA) qui tam actions (Proctor and Schutte) alleging overcharging federal government healthcare programs, with potential damages exceeding $100 million before trebling and penalties. The Supreme Court reversed lower court rulings, remanding cases for further review. The Schutte trial concluded with a judgment in favor of the company on March 12, 2025, while the Proctor trial is scheduled for June 22, 2026[56][57][58][59][60][61][62] - In the PBM Litigation, the company is a defendant in a lawsuit challenging prescription-drug prices. Proceedings were stayed through September 29, 2025, for settlement discussions. Prime Therapeutics LLC was dismissed from the litigation on October 10, 2025[63][64][65] - The Kroger Co. merger agreement was terminated on December 10, 2024, due to preliminary and permanent injunctions. Albertsons is suing Kroger for willful breach and the $600 million termination fee, with Kroger filing counterclaims. Trial is scheduled for October 19, 2026[70][71][72][73] - In the Opioid Litigation, the company has settled 15 cases in New Mexico and Nevada for $21.5 million, paid by insurers. Active state court claims remain in Dallas County (TX), Washington State, and Philadelphia (PA). The company believes it has substantial factual and legal defenses[67][68] NOTE 6 - OTHER COMPREHENSIVE INCOME OR LOSS Changes in Accumulated Other Comprehensive Income (AOCI) (in millions) | Metric | 28 weeks ended Sep 6, 2025 | 28 weeks ended Sep 7, 2024 | | :------------------------------------------ | :------------------------- | :------------------------- | | Beginning AOCI balance | $94.7 | $88.0 | | Current-period other comprehensive (loss) income, net of tax | $(12.5) | $4.6 | | Ending AOCI balance | $82.2 | $92.6 | - The company reported a current-period other comprehensive loss of $12.5 million, net of tax, for the 28 weeks ended September 6, 2025, compared to an income of $4.6 million in the prior year[77] NOTE 7 - SEGMENT INFORMATION - The company operates as one reportable segment, with retail operating divisions geographically based and having similar economic characteristics[78][79] - Retail segment EBITDA, used by the Chief Operating Decision Maker (CODM) to evaluate performance, decreased to $991.4 million for the 12 weeks ended September 6, 2025, from $1,025.9 million in the prior year, and to $2,274.1 million for the 28 weeks ended September 6, 2025, from $2,395.7 million in the prior year[80][83] NOTE 8 - NET INCOME PER CLASS A COMMON SHARE Net Income Per Class A Common Share | Metric | 12 weeks ended Sep 6, 2025 | 12 weeks ended Sep 7, 2024 | 28 weeks ended Sep 6, 2025 | 28 weeks ended Sep 7, 2024 | | :------------------------------------------ | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Basic net income per Class A common share | $0.30 | $0.25 | $0.71 | $0.67 | | Diluted net income per Class A common share | $0.30 | $0.25 | $0.71 | $0.66 | - Basic and diluted net income per Class A common share increased for both the 12-week and 28-week periods ended September 6, 2025, compared to the prior year[87] Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance and condition, discussing key factors impacting results, non-GAAP measures, and a detailed comparison of the second quarter and first 28 weeks of fiscal 2025 against the prior year, including sales, margins, expenses, and liquidity FORWARD-LOOKING STATEMENTS AND FACTORS THAT IMPACT OUR OPERATING RESULTS AND TRENDS - The report contains forward-looking statements subject to risks and uncertainties, including macroeconomic conditions, consumer behavior, wage rates, geopolitical environment, and the impact of the terminated merger with Kroger[89][90][91] NON-GAAP FINANCIAL MEASURES - The company uses non-GAAP measures like EBITDA, Adjusted EBITDA, Adjusted net income, and Adjusted net income per Class A common share to evaluate ongoing core performance, excluding items management does not consider in assessing core operations[94][95][96] SECOND QUARTER OF FISCAL 2025 OVERVIEW - As of September 6, 2025, the company operated 2,257 stores, 1,720 pharmacies, 1,254 in-store branded coffee shops, 405 fuel centers, 22 distribution centers, and 19 manufacturing facilities[99] - Identical sales, excluding fuel, increased 2.2% in Q2 fiscal 2025. Digital sales grew 23%, and loyalty members increased 13% to 48.7 million[101][106] - Capital expenditures for the first 28 weeks of fiscal 2025 were approximately $951 million, including 51 remodels and 3 new store openings[104] - Capital returns to shareholders during the first 28 weeks of fiscal 2025 included $169.6 million in common stock dividends and $550.1 million for share repurchases[104] RESULTS OF OPERATIONS Net Sales and Other Revenue - Net sales and other revenue increased 2.0% to $18,915.8 million for Q2 fiscal 2025 and 2.3% to $43,796.6 million for the first 28 weeks of fiscal 2025, primarily driven by a 2.2% and 2.6% increase in identical sales (adjusted for labor strikes), respectively, with strong growth in pharmacy sales[109][110][111] - The increase in net sales was partially offset by lower fuel sales[109][110] Gross Margin - Gross margin rate decreased to 27.0% in Q2 fiscal 2025 (from 27.6% in Q2 fiscal 2024) and for the first 28 weeks of fiscal 2025 (from 27.7% in the prior year)[114][115] - Excluding fuel and LIFO expense, the gross margin rate decreased by 63 basis points for Q2 and 75 basis points for the first 28 weeks, primarily due to strong growth in lower-margin pharmacy sales and increased delivery and handling costs for digital sales[114][115] Selling and Administrative Expenses - Selling and administrative expenses as a percentage of Net sales and other revenue decreased to 25.4% in Q2 fiscal 2025 (from 25.8% in Q2 fiscal 2024) and for the first 28 weeks of fiscal 2025 (from 25.8% in the prior year)[116][117] - Excluding fuel, these expenses decreased by 50 basis points for Q2 and 57 basis points for the first 28 weeks, mainly due to leveraging employee costs and lower merger-related costs, partially offset by increased business transformation costs[116][117] Loss (Gain) on Property Dispositions and Impairment Losses, Net - For Q2 fiscal 2025, net loss on property dispositions and impairment losses was $4.4 million, a significant reduction from $43.9 million in Q2 fiscal 2024[118] - For the first 28 weeks of fiscal 2025, the company recorded a net gain of $27.5 million, a reversal from a $49.2 million net loss in the prior year, primarily due to net gains from real estate sales[119][120] Interest Expense, Net - Interest expense, net, was $105.3 million for Q2 fiscal 2025 (up from $103.6 million) and $247.1 million for the first 28 weeks of fiscal 2025 (down from $249.3 million)[121][122] - The weighted average interest rate remained consistent at 5.5% for both periods[121][122] Other (Income) Expense, Net - The company reported other income, net, of $29.7 million for Q2 fiscal 2025 and $33.6 million for the first 28 weeks of fiscal 2025, primarily driven by a $26.8 million pension settlement income[123][124] - This is a significant improvement from other expense, net, of $1.9 million and $5.9 million in the respective prior year periods[123][124] Income Taxes - Income tax expense for Q2 fiscal 2025 was $51.2 million (23.3% effective tax rate), up from $41.0 million (22.0% effective tax rate) in Q2 fiscal 2024[125] - For the first 28 weeks of fiscal 2025, income tax expense was $126.2 million (23.8% effective tax rate), up from $110.2 million (22.2% effective tax rate) in the prior year, primarily due to the reduction of a tax reserve in fiscal 2024[126] Net Income and Adjusted Net Income Net Income and Adjusted Net Income (in millions, except per share data) | Metric | 12 weeks ended Sep 6, 2025 | 12 weeks ended Sep 7, 2024 | 28 weeks ended Sep 6, 2025 | 28 weeks ended Sep 7, 2024 | | :------------------------------------------ | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Net income | $168.5 | $145.5 | $404.9 | $386.2 | | Basic EPS | $0.30 | $0.25 | $0.71 | $0.67 | | Diluted EPS | $0.30 | $0.25 | $0.71 | $0.66 | | Adjusted net income | $248.4 | $301.0 | $567.3 | $692.6 | | Adjusted diluted EPS | $0.44 | $0.51 | $0.98 | $1.17 | - Adjusted net income decreased for both the 12-week and 28-week periods ended September 6, 2025, compared to the prior year, despite an increase in GAAP net income[127][128] Adjusted EBITDA Adjusted EBITDA (in millions) | Metric | 12 weeks ended Sep 6, 2025 | 12 weeks ended Sep 7, 2024 | 28 weeks ended Sep 6, 2025 | 28 weeks ended Sep 7, 2024 | | :------------------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Adjusted EBITDA | $848.4 | $900.6 | $1,959.4 | $2,084.5 | | % of Net sales and other revenue | 4.5% | 4.9% | 4.5% | 4.9% | - Adjusted EBITDA decreased to $848.4 million (4.5% of revenue) for Q2 fiscal 2025 from $900.6 million (4.9% of revenue) in the prior year, and to $1,959.4 million (4.5% of revenue) for the first 28 weeks of fiscal 2025 from $2,084.5 million (4.9% of revenue) in the prior year[129] Reconciliation of Non-GAAP Measures Reconciliation of Net Income to Adjusted Net Income (in millions) | Adjustment | 12 weeks ended Sep 6, 2025 | 12 weeks ended Sep 7, 2024 | 28 weeks ended Sep 6, 2025 | 28 weeks ended Sep 7, 2024 | | :------------------------------------------ | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Net income | $168.5 | $145.5 | $404.9 | $386.2 | | Business transformation | $35.3 | $20.5 | $73.6 | $37.8 | | Equity-based compensation expense | $18.7 | $29.5 | $52.4 | $66.2 | | Loss (gain) on property dispositions and impairment losses, net | $4.4 | $43.9 | $(27.5) | $49.2 | | LIFO expense | $11.0 | $4.8 | $28.3 | $19.4 | | Merger-related costs | $19.0 | $67.4 | $38.0 | $159.7 | | Certain legal and regulatory accruals and settlements, net | $8.4 | $8.7 | $11.0 | $(0.2) | | Amortization of debt discount and deferred financing costs | $5.2 | $3.6 | $11.4 | $8.5 | | Amortization of intangible assets resulting from acquisitions | $11.1 | $11.1 | $25.9 | $25.8 | | Miscellaneous adjustments | $(8.1) | $13.8 | $(2.0) | $32.8 | | Tax impact of adjustments to Adjusted net income | $(25.1) | $(47.8) | $(48.7) | $(92.8) | | Adjusted net income | $248.4 | $301.0 | $567.3 | $692.6 | - Merger-related costs significantly decreased for both periods in fiscal 2025 compared to fiscal 2024, reflecting the termination of the Kroger merger[130][131] LIQUIDITY AND CAPITAL RESOURCES - Net cash provided by operating activities decreased to $1,282.0 million for the first 28 weeks of fiscal 2025 from $1,374.1 million in the prior year, primarily due to lower Adjusted EBITDA and changes in working capital[137] - Net cash used in investing activities decreased to $837.9 million for the first 28 weeks of fiscal 2025 from $925.3 million in the prior year, mainly due to lower payments for property, equipment, and intangibles[138][139] - Net cash used in financing activities increased to $467.0 million for the first 28 weeks of fiscal 2025 from $357.8 million in the prior year, driven by common stock repurchases and dividends[140][141] - The company paid $169.6 million in common stock dividends ($0.30 per share) and repurchased 25.7 million shares for $550.1 million during the first 28 weeks of fiscal 2025[144][145] - The company estimates its liquidity needs over the next 12 months to be in the range of $6.5 billion to $7.0 billion, which it believes can be met through cash on hand, operating cash flows, and the ABL Facility[147] CRITICAL ACCOUNTING POLICIES - The company refers to its Annual Report on Form 10-K for the fiscal year ended February 22, 2025, for a discussion of its significant accounting policies[149] RECENTLY ISSUED AND RECENTLY ADOPTED ACCOUNTING STANDARDS - The company is currently evaluating the impact of recently issued ASUs on Income Taxes (ASU 2023-09), Expense Disaggregation Disclosures (ASU 2024-03), and Internal-Use Software (ASU 2025-06)[31][32][33][150] Item 3 - Quantitative and Qualitative Disclosures About Market Risk The company reported no material changes in its exposure to market risk compared to the information provided in its most recent annual report on Form 10-K - No material changes in market risk exposure from the previous annual report on Form 10-K[151] Item 4 - Controls and Procedures The Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period. There were no material changes in internal control over financial reporting during the second quarter of fiscal 2025 - Disclosure controls and procedures were effective as of the end of the period covered by this Form 10-Q[152] - No material changes in internal control over financial reporting occurred during the second quarter of fiscal 2025[153] PART II - OTHER INFORMATION Item 1 - Legal Proceedings The company is involved in various legal proceedings, including trade practices, wage and hour laws, and real estate disputes. Management believes that any resulting liability will not have a material adverse effect on the company's financial condition, though outcomes involve substantial uncertainties. Environmental matters are also subject to regulation, with a disclosure threshold of $1 million for monetary sanctions - The company is subject to various claims and lawsuits, including those related to trade practices, wage and hour laws, real estate disputes, and other matters arising in the ordinary course of business[154] - Management believes that any resulting liability from these matters, including punitive damages, will not have a material adverse effect on the company's business or overall financial condition[154] - Environmental matters are subject to regulation, with a disclosure threshold of $1 million for monetary sanctions[156] Item 1A - Risk Factors There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended February 22, 2025 - No material changes to the risk factors previously included in the Annual Report on Form 10-K for the fiscal year ended February 22, 2025[157] Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities or use of proceeds from such sales. However, it repurchased 11.5 million shares of common stock for $235.3 million during the second quarter of fiscal 2025 under its $2.0 billion share repurchase program - No unregistered sales of equity securities or use of proceeds were reported[158][159] Common Stock Repurchase Activity (Q2 Fiscal 2025) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Dollar Value of Shares that May Yet be Purchased (in millions) | | :-------------------------------- | :------------------------------- | :--------------------------- | :----------------------------------------------------------- | | June 15, 2025 through July 12, 2025 | 3,325,010 | $21.79 | $1,532.5 | | July 13, 2025 through August 9, 2025 | 4,089,720 | $19.90 | $1,451.1 | | August 10, 2025 through September 6, 2025 | 4,083,736 | $19.38 | $1,372.0 | | Total | 11,498,466 | $20.26 | $1,372.0 | Item 3 - Defaults Upon Senior Securities The company reported no defaults upon senior securities - No defaults upon senior securities were reported[162] Item 4 - Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[163] Item 5 - Other Information During the second quarter of fiscal 2025, none of the company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the second quarter of fiscal 2025[164] Item 6 - Exhibits This section lists the exhibits filed with the 10-Q report, including the Fifth Amended and Restated Asset-Based Revolving Credit Agreement, certifications from executive officers (302 and 906), and Inline XBRL documents - Exhibits include the Fifth Amended and Restated Asset-Based Revolving Credit Agreement, certifications of the Principal Executive Officer and Principal Financial Officer (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act), and Inline XBRL documents[165][166][167] SIGNATURES - The report was signed on October 14, 2025, by Susan Morris, Chief Executive Officer and Director, and Sharon McCollam, President and Chief Financial Officer[168][169][170]