Financial Performance - Riverview Bancorp reported net income of $1.4 million, or $0.07 per diluted share, for the third fiscal quarter of 2026, an increase from $1.1 million, or $0.05 per diluted share, in the previous quarter[3]. - Net income for the three months ended December 31, 2025, was $1,377 million, compared to $1,099 million for the previous quarter, representing a 25.3% increase[41]. - Basic earnings per share rose to $0.07 for the three months ended December 31, 2025, compared to $0.05 for the previous quarter[45]. Income and Expenses - Net interest income for the quarter was $10.5 million, up from $9.4 million in the same quarter last year, with a net interest margin of 2.96%, compared to 2.60% in the third quarter of fiscal 2025[3][11]. - Non-interest income was $3.5 million for the quarter, slightly up from $3.3 million in the same quarter last year[14]. - Non-interest expense remained flat at $12.2 million compared to the previous quarter but increased from $11.2 million a year ago[16]. Asset and Loan Growth - Total loans increased by $15.1 million to $1.07 billion compared to the previous quarter, with new loan originations totaling $36.7 million[18]. - Total commercial and construction loans reached $956,594 as of December 31, 2025, compared to $949,251 in the previous quarter[43]. - Average loans for the three months ended December 31, 2025, were $1,080,560, an increase from $1,060,643 in the previous quarter[42]. Credit Quality - Non-performing assets were $1.1 million, or 0.07% of total assets, reflecting stable credit quality metrics[25]. - Non-performing loans were $1.129 million at December 31, 2025, representing 0.10% of total loans[36]. - The allowance for credit losses was $15.3 million at December 31, 2025, representing 1.41% of total loans, down from 1.44% at September 30, 2025, and 1.47% a year earlier[28]. Capital and Liquidity - Shareholders' equity increased to $164.2 million, with tangible book value per share rising to $6.62[24]. - Riverview maintained a total risk-based capital ratio of 16.35% and a Tier 1 leverage ratio of 11.24% at December 31, 2025, indicating strong capital levels[29]. - Available liquidity was approximately $515.5 million at December 31, 2025, including $227.2 million from FHLB and $288.3 million from the Federal Reserve Bank[30]. Operational Efficiency - The efficiency ratio improved to 86.9% from 89.8% in the previous quarter, indicating better operational efficiency[16]. - Return on average assets increased to 0.36% for the nine months ended December 31, 2025, up from 0.29% for the three months ended September 30, 2025[45]. Market and Shareholder Information - Market price per share closed at $5.02 at the end of the period, down from $5.37 at the end of the previous quarter[45]. - Cash dividends declared per share remained steady at $0.0200 for the three months ended December 31, 2025, consistent with the previous quarter[45].

Financial Performance - First Northwest Bancorp reported a net income of $382,000 for Q4 2025, down from $802,000 in Q3 2025 and a net loss of $2.8 million in Q4 2024[2]. - Basic and diluted earnings per share were $0.04 for Q4 2025, compared to $0.09 in Q3 2025 and a loss of $0.32 in Q4 2024[2]. - Net income for the quarter was $382,000, a decrease from $802,000 in the previous quarter and a loss of $9,036,000 in the same quarter last year[42]. - Net interest income after provision for credit losses was $14,127,000 for the quarter, compared to $10,482,000 in the same quarter last year, reflecting an increase of 34.0%[35]. - Adjusted PPNR for the quarter was $478,000, up from $340,000 in the previous quarter and $1,469,000 in the same quarter last year[42]. Interest Income and Expense - Total interest income decreased by $773,000 to $26.1 million for Q4 2025, down from $26.9 million in Q3 2025 and $28.2 million in Q4 2024[17]. - Total interest expense decreased by $894,000 to $11.5 million for Q4 2025, compared to $12.3 million in Q3 2025 and $14.1 million in Q4 2024[17]. - Interest expense on deposits decreased to $8,648,000 for the quarter, down from $11,175,000 in the same quarter last year, a reduction of 22.6%[35]. - The company reported a total interest expense of $11,447,000 for the quarter, down from $14,060,000 in the same quarter last year, reflecting a decrease of 18.6%[35]. Asset Quality - The allowance for credit losses on loans increased to $17.0 million at December 31, 2025, from $16.2 million at September 30, 2025, representing 1.04% of total loans[14]. - Nonperforming loans rose by $9.2 million to $22.6 million at December 31, 2025, from $13.4 million at September 30, 2025[15]. - Total past due loans as a percentage of total loans increased to 1.21% at December 31, 2025, compared to 0.88% at September 30, 2025[22]. - The provision for credit losses for the quarter was $563,000, compared to a recapture of $673,000 in the previous quarter and a provision of $7,785,000 in the same quarter last year[42]. Deposits and Funding - Total deposits decreased by $54.2 million to $1.6 billion as of December 31, 2025, compared to $1.7 billion at September 30, 2025, and decreased by $88.9 million year-over-year[24]. - Brokered deposits decreased by $17.9 million, or 17.1%, to $86.5 million at December 31, 2025, compared to $104.4 million at September 30, 2025[8]. - The average balance of brokered CDs decreased by $99.2 million year-over-year, contributing to the overall decline in total deposits[24]. - The customer deposit mix shifted towards increased average savings account balances, with savings accounts increasing by 2.8% quarter-over-quarter and 16.7% year-over-year[25]. Capital and Equity - Total shareholders' equity increased to $157.3 million at December 31, 2025, from $154.5 million three months earlier, driven by a net income of $382,000[25]. - Common Equity Tier 1 and Total Risk-Based Capital Ratios for the Bank were 12.5% and 13.6%, respectively, indicating strong capital levels[26]. - Total tangible common equity reached $155,900,000, up from $153,131,000 in the previous quarter and $144,995,000 a year ago[43]. - Book value per common share increased to $16.61, up from $16.33 in the previous quarter and $15.52 a year ago[43]. Operational Efficiency - The efficiency ratio improved to 92.0% in Q4 2025 from 104.9% in Q3 2025[9]. - Noninterest expense decreased by $488,000 to $16.9 million for Q4 2025, compared to $17.4 million in Q3 2025, primarily due to a reduction in legal fees[17]. - Total noninterest income increased to $3,690,000 for the quarter, up from $1,300,000 in the same quarter of the previous year, marking a significant increase of 184.6%[35]. Loans and Advances - Advances increased by $48.5 million, or 21.6%, to $273.5 million at December 31, 2025, partially offsetting a $54.2 million decrease in deposit balances[8]. - Total loans outstanding were $1,628,112 million as of December 31, 2025, slightly up from $1,623,132 million in the previous quarter[37]. - Total construction and land loans amounted to $61,268 million as of December 31, 2025, a decrease from $67,793 million on September 30, 2025[37]. - Total commercial business loans increased to $130,311 million, up from $113,160 million in the prior quarter[37]. Recognition and Strategy - The company has been recognized as the Best Bank in Clallam County by Forbes and received multiple awards for its services[27]. - The company is focused on building sustainable earnings through a full array of financial products and services, emphasizing innovation and growth in the financial services sector[28].

Financial Performance - Operating revenues for the three months ended December 31, 2025, increased to $651.5 million, up 18.6% from $549.5 million in the same period of 2024[10] - Net income available for common stock surged to $181.6 million, compared to $45.0 million in the prior year, representing a 304.5% increase[12] - Earnings per common share (basic) rose to $1.99, a significant increase from $0.50 in the previous year[10] - The company reported an operating income of $276.1 million, a substantial increase from $86.2 million in the same quarter of the previous year[10] - Comprehensive income for the three months ended December 31, 2025, was $207.9 million, compared to a loss of $15.7 million in the prior year[12] - Net income available for common stock for the three months ended December 31, 2025, was $181,645,000, a significant increase from $44,986,000 in the same period of 2024, representing a growth of 304%[20] - Total revenues for the quarter ended December 31, 2025, were $651.5 million, a 18.6% increase from $549.5 million in the same quarter of 2024[48] - The Integrated Upstream and Gathering segment generated revenues of $323.2 million for the three months ended December 31, 2025[83] - The Utility segment reported revenues of $259.0 million for the same period, contributing to the overall revenue growth[83] Assets and Liabilities - Total assets increased to $9.21 billion as of December 31, 2025, compared to $8.72 billion at the end of September 2025, reflecting a growth of 5.6%[15] - Cash and temporary cash investments rose to $271.4 million, up from $43.2 million in the previous quarter, indicating improved liquidity[15] - Total comprehensive shareholders' equity increased to $3,587,960,000 as of December 31, 2025, compared to $3,094,604,000 as of September 30, 2025, reflecting a growth of 16%[18] - The company's total capitalization as of December 31, 2025, was $5,671,852,000, an increase from $5,477,465,000 as of September 30, 2025, showing a growth of 4%[18] - The fair market value of long-term debt was $2,695,409,000, with a carrying amount of $2,683,892,000[57] - The Company reported a decrease in current portion of long-term debt to $600,000,000 as of December 31, 2025, from $300,000,000 as of September 30, 2025, reflecting a 100% increase in current liabilities[20] Cash Flow and Investments - Net cash provided by operating activities for the three months ended December 31, 2025, was $274,921,000, up from $220,088,000 in the same period of 2024, indicating a 25% increase[20] - Capital expenditures for the three months ended December 31, 2025, were $277,631,000, compared to $240,427,000 in the same period of 2024, representing an increase of 15%[20] - The net increase in cash and cash equivalents for the three months ended December 31, 2025, was $228,232,000, compared to $10,472,000 in the same period of 2024, indicating a substantial increase[20] - Cash and cash equivalents at December 31, 2025, were $271,398,000, a significant increase from $48,694,000 at the same time in 2024[20] - The Company had $46.2 million of net hedging gains after taxes included in accumulated other comprehensive income, with $45.9 million expected to be reclassified into earnings within the next 12 months[64] Shareholder Returns - The company declared dividends per common share of $0.535, up from $0.515 in the previous year, reflecting a commitment to returning value to shareholders[10] - The balance of earnings reinvested in the business at December 31, 2025, was $2.14 billion, compared to $1.70 billion at the same time last year[10] - The Company issued 4,402,513 shares of common stock at $79.50 per share, raising net proceeds of $338.6 million for general corporate purposes, including funding an acquisition[71] Acquisitions and Growth - The Company entered into a Securities Purchase Agreement to acquire Vectren Energy Delivery of Ohio, LLC for an aggregate purchase price of $2.62 billion, expected to close in Q4 2026[43] - The acquisition will double the size of the Company's gas utility rate base and expand operations into Ohio, a state with a supportive regulatory environment[43] - The purchase price includes $1.42 billion in cash and a $1.2 billion promissory note with a 6.5% interest rate, maturing 364 days post-closing[43] Environmental and Regulatory Matters - The Company recorded a regulatory liability of $1.5 million for environmental clean-up costs as of December 31, 2025[75] - The Company has not identified any material additional exposure to environmental liabilities beyond the recorded amounts[75] - The 2024 Rate Order approved by the NYPSC includes a revenue requirement increase of $57.3 million for fiscal 2025, $15.8 million for fiscal 2026, and $12.7 million for fiscal 2027, with a return on equity of 9.7%[86] - In Pennsylvania, the 2023 Rate Order authorized an increase in annual base rate operating revenues of $23 million, with a proposed additional increase of $19.7 million effective March 29, 2026[87] Other Financial Metrics - The effective tax rate for the quarter ended December 31, 2025, was 24.6%, an increase from 19.9% in the same quarter of 2024[69] - The Company recorded a total of $9,720 thousand in net gains from derivative financial instruments for the quarter ended December 31, 2025[36] - The Company recorded an impairment charge of $33.45 million for water disposal assets in Q4 2025, following a fair market value assessment[54] - The allowance for uncollectible accounts increased to $17,504,000 as of December 31, 2025, from $28,384,000 in the same period of 2024, indicating a decrease of 38%[29]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F Q Form 40-F ☐ Enclosure: A press release dated January 29, 2026, announcing STMicroelectronics' 2025 Fourth Quarter and Financial year 2025 Financial Re ...

Financial Performance - Consolidated net income for Q4 2025 was $5.5 million, with basic and diluted earnings per share of $0.61[1] - For the year ended December 31, 2025, consolidated earnings were $17.7 million, with basic and diluted earnings per share of $1.97 and $1.96, respectively[1] - Net income for the year ended December 31, 2025, was $17,703 thousand, a significant increase from $6,966 thousand in 2024[30] - Basic earnings per share (GAAP) for the year ended December 31, 2025, was $1.97, an increase from $1.00 in 2024, representing a 97% increase[35] - Adjusted earnings per common share for the year ended December 31, 2025, increased to $2.13 from $2.10 in 2024[31] Asset and Loan Growth - Total assets increased to $2.039 billion, a 0.4% increase from September 30, 2025[14] - Loan growth for Q4 2025 was $16.3 million, representing a 4.6% annualized growth rate[5] - Average assets for the year ended December 31, 2025, were $2,061.973 million, compared to $2,022.958 million in Q3 2025 and $2,051.578 million in 2024[31] - Total loans portfolio stood at $1,449,745 thousand, a slight increase from $1,433,197 thousand in the previous quarter[32] Non-Performing Assets and Credit Losses - Non-performing assets (NPAs) as a percentage of total loans improved to 0.32% on December 31, 2025, down from 0.40% on September 30, 2025[20] - The allowance for credit losses on loans totaled $14.7 million, or 1.02% of total loans on December 31, 2025[8] - The company reported a provision for credit losses of $951 thousand in Q4 2025, compared to $193 thousand in Q3 2025, indicating increased caution in credit risk management[30] - Loan charge-offs for the year ended December 31, 2025, totaled $4.805 million, compared to $4.033 million in 2024[31] Income and Expense Analysis - Total noninterest income for the year ended December 31, 2025, was $17,018 thousand, compared to $16,380 thousand in 2024, reflecting a growth of 3.9%[30] - Noninterest expense for the year ended December 31, 2025, was $65,433 thousand, compared to $52,934 thousand in 2024, indicating an increase of 23.6%[30] - Adjusted operating noninterest expense for Q4 2025 was $15,556,000, slightly up from $15,340,000 in Q3 2025 but significantly lower than $21,929,000 in Q4 2024[36] Capital Ratios and Dividends - Total risk-based capital ratio for First National Corporation decreased to 14.53% as of December 31, 2025, from 15.15% in the previous quarter[23] - Tier 1 risk-based capital ratio increased to 12.93% as of December 31, 2025, compared to 12.83% in the prior quarter[23] - The Company declared a cash dividend of $0.17 per common share in Q4 2025, up from $0.155 in Q3 2025[22] - Tangible book value per share grew to $18.83 at December 31, 2025, from $18.26 at September 30, 2025[22] Interest Income and Efficiency - Net interest margin (FTE) for Q4 2025 was 3.95%, up from 3.84% in Q3 2025 and 3.83% in Q4 2024[4] - Net interest income after provision for credit losses was $18,001 thousand for Q4 2025, up from $18,102 thousand in Q3 2025[30] - The interest rate spread improved to 3.37% for the quarter ended December 31, 2025, compared to 3.21% in the previous quarter[33] - The efficiency ratio (non-GAAP) improved to 64.66% in Q4 2025 from 67.97% in Q3 2025, indicating better cost management[36]

Financial Performance - Net income available to common shareholders for Q4 2025 was $164.6 million, a 7.4% increase from $153.2 million in Q4 2024[2] - For the full year 2025, net income available to common shareholders was $641.9 million, up 11.5% from $575.9 million in 2024[3] - Net income available to common shareholders for Q4 2025 was $164,583, a decrease of 4.1% compared to $172,712 in Q3 2025[18] - Earnings per common share (basic) for Q4 2025 was $2.56, down from $2.67 in Q3 2025, representing a decline of 4.1%[18] - Earnings per common share (basic) rose to $9.92 in 2025, compared to $8.88 in 2024, marking an increase of 11.7%[22] Income and Expenses - Non-interest income for Q4 2025 was $132.2 million, a 7.6% increase from $122.8 million in Q4 2024[7] - Non-interest expense for Q4 2025 was $371.7 million, up 10.6% from $336.2 million in Q4 2024[8] - Net interest income for Q4 2025 was $448,707, an increase of 1.5% from Q3 2025's $441,618[18] - Total non-interest income reached $132,164 in Q4 2025, up from $125,647 in Q3 2025, reflecting a growth of 4.0%[18] - Net interest income for 2025 reached $1,821,848, an increase of 7.9% from $1,687,873 in 2024[22] - Total non-interest income increased to $499,095 in 2025, up 8.7% from $459,098 in 2024[22] Loans and Deposits - Average loans for Q4 2025 increased by $1.3 billion, or 6.5%, to $21.7 billion compared to $20.3 billion in Q4 2024[5] - Average deposits for Q4 2025 rose by $1.5 billion, or 3.5%, to $43.3 billion from $41.9 billion in Q4 2024[5] - Total deposits increased to $43,340 million in Q4 2025, compared to $42,071 million in Q3 2025, marking a growth of 3.0%[20] - Loans at period-end increased to $21,892 million in 2025, compared to $20,755 million in 2024, a growth of 5.5%[24] Asset and Capital Management - Cullen/Frost had $53.0 billion in assets as of December 31, 2025[11] - Total assets grew to $53,041 million in 2025, up from $52,520 million in 2024, reflecting a 1.0% increase[24] - The Tier 1 Risk-Based Capital Ratio was 14.50% in Q4 2025, slightly down from 14.59% in Q3 2025[20] - The Common Equity Tier 1 Risk-Based Capital Ratio improved to 14.06% in 2025, up from 13.62% in 2024[24] Credit Quality - The company reported a credit loss expense of $11.2 million for Q4 2025, compared to $16.2 million in Q4 2024[8] - The allowance for credit losses on loans was $281,495 thousand, representing 1.29% of period-end loans in Q4 2025[20] - Non-accrual loans amounted to $70,482 thousand, which is 0.32% of total loans in Q4 2025, up from 0.21% in Q3 2025[20] - The allowance for credit losses on loans was $281,495, representing 1.29% of period-end loans in 2025[24] - Non-accrual loans decreased to $70,482, which is 0.32% of total loans, down from 0.38% in 2024[24] Dividends and Stock Repurchase - The board declared a first-quarter cash dividend of $1.00 per common share, payable on March 13, 2026[9] - The company authorized a new stock repurchase program of up to $300 million, expiring on January 27, 2027[10] - Cash dividends per common share remained stable at $1.00 for both Q4 2025 and Q3 2025[18] Book Value - Book value per common share at the end of Q4 2025 was $69.96, an increase from $67.64 in Q3 2025[18] Profitability Metrics - The net interest spread for 2025 was 3.02%, compared to 2.98% in 2024, indicating improved profitability on earning assets[25]

Financial Performance - Net income per common share for the year ended December 31, 2025, was $2.01, a 2.6% increase from $1.96 in 2024[14] - Funds from Operations (FFO) per common share for 2025 was $3.08, up 1.5% from $3.03 in 2024[14] - Normalized FFO per common share for 2025 was $3.06, reflecting a 5.0% increase compared to $2.91 in 2024[14] - Consolidated net income for Q4 2025 was $103.8 million, compared to $100.4 million in Q3 2025 and $100.6 million in Q4 2024, reflecting a year-over-year increase of 2.3%[20] - The net income available for Common Stockholders for the year ended December 31, 2025, was $386.5 million, up from $367.0 million in 2024, reflecting a year-over-year growth of approximately 5.5%[38] - Consolidated net income for the year ended December 31, 2025, was $402,061,000, compared to $384,818,000 in 2024, reflecting a year-over-year increase of 4.5%[84] Revenue and Income Growth - Core portfolio generated a 4.8% growth in income from property operations for 2025, exceeding the long-term average of 4.5%[14] - Total property operating revenues for the year ended December 31, 2025, reached $1,433.5 million, compared to $1,389.3 million in 2024, indicating a growth of about 3.2%[40] - Total property operating revenues for the year ended December 31, 2025, reached $1,405.6 million, up 3.2% from $1,361.8 million in 2024[45] - Rental income for Q4 2025 was $314.6 million, up from $301.4 million in Q4 2024, contributing to a total annual rental income of $1.282 billion[27] - Core MH base rental income increased by $39.2 million, or 5.5%, for the year ended December 31, 2025[14] - Core Annual RV and marina base rental income rose by $12.2 million, or 4.1%, for the year ended December 31, 2025[14] Dividends and Guidance - The annual dividend rate for 2026 is set at $2.17 per share, a 5.3% increase from $2.06 in 2025[3] - 2026 guidance for net income per common share is projected between $2.06 and $2.16[15] - 2026 guidance for FFO per common share is projected between $3.12 and $3.22[15] - The company expects net income per Common Share for Q1 2026 to be between $0.54 and $0.60, and for the full year 2026 to be between $2.06 and $2.16[89] - FFO per Common Share and OP Unit for the full year 2026 is projected to be between $3.12 and $3.22[89] Assets and Liabilities - The company reported a total market capitalization of $15.485 billion as of December 31, 2025, slightly up from $15.459 billion in the previous quarter[20] - Total assets increased to $5.745 billion as of December 31, 2025, compared to $5.646 billion a year earlier[25] - The company’s total liabilities stood at $3.931 billion as of December 31, 2025, compared to $3.822 billion a year earlier[25] - Total debt as of December 31, 2025, is $3,240,866,000, with secured debt comprising 83.7% of total debt[68] Operational Metrics - The average monthly base rent per site increased to $922 in Q4 2025, up from $870 in Q4 2024, marking a rise of approximately 6%[40] - The occupancy average percentage for the quarter ended December 31, 2025, was 93.6%, slightly down from 94.4% in the same quarter of 2024[40] - The total number of occupied sites at the end of Q4 2025 was 68,644, with an occupancy average of 94.0%[48] - The utility recovery rate improved to 50.3% in Q4 2025, up from 47.6% in Q4 2024[48] Expenses and Costs - Property management expenses for the year ended December 31, 2025, totaled $80,784,000, compared to $78,114,000 in 2024, reflecting an increase of 3.4%[80] - The property operating expenses, excluding property management, were $140.5 million for Q4 2025, compared to $136.7 million in Q4 2024, representing an increase of approximately 2.8%[40] - Interest and related amortization for the year ended December 31, 2025, was $131,005,000, down from $137,710,000 in 2024, a decrease of 4.9%[84] Expansion and Future Plans - The company added 362 expansion sites during the year ended December 31, 2025[14] - The company plans to continue expanding its investment in real estate, with a focus on enhancing property operations and maintenance[20] - The company plans to introduce two- to four-year term subscription products starting in 2025, which will increase annual dues[65] Membership and Subscriptions - Annual membership subscriptions rose to $17.9 million in Q4 2025, reflecting a 9.3% increase from $16.4 million in Q4 2024[45] - Annual membership subscriptions increased from $63,215,000 in 2022 to $65,379,000 in 2023, representing a growth of 3.4%[64] - Total memberships decreased from 128,439 in 2022 to 121,002 in 2023, a decline of 5.8%[64] - Membership upgrade revenue grew from $12,958,000 in 2022 to $14,719,000 in 2023, reflecting a 13.6% increase[64] Legal and Casualty Charges - The company recognized $0.9 million in non-operating legal expenses during the quarter ended December 31, 2025[36] - The company reported a casualty-related charge of $0.4 million for Q4 2025 related to hurricane cleanup costs[82] - The company noted that Non-Core properties in 2025 included six properties in Florida affected by Hurricane Ian, impacting future revenue projections[85]

Financial Performance - Barfresh Food Group Inc. reported preliminary revenue results for 2025, with updated guidance for fiscal year 2026[4] - The report was issued on January 29, 2026, indicating a significant update in financial performance[4] Company Information - The company is listed on The Nasdaq Stock Market under the trading symbol BRFH[2] - The company is classified as an emerging growth company under the Securities Act[3] Reporting Details - No financial statements or exhibits were filed with the report, only a press release was issued[6] - The CEO, Riccardo Delle Coste, signed the report, confirming its authenticity[8]

ROGERS COMMUNICATIONS REPORTS FOURTH QUARTER 2025 RESULTS; ANNOUNCES 2026 FINANCIAL GUIDANCE Rogers delivers strong Q4 financial results with total service revenue up 16% to $5.3 billion and adjusted EBITDA up 6% to $2.7 billion Wireless financials reflect continued subscriber growth with balanced marketplace discipline Exhibit 99.1 • Q4 service revenue of $2.1 billion, consistent with 2024; adjusted EBITDA of $1.4 billion, up 1% • Q4 margin up 40 basis points to industry-leading 67% • Added 39,000 total mo ...

Acquisition Details - The stock purchase agreement involves VSE Corporation and several subsidiaries, indicating a strategic acquisition move [2]. - The agreement outlines a cash contribution and rollover securities, suggesting a significant financial commitment from the purchasers [4]. - The equity purchase price and adjustments are detailed, indicating a structured financial arrangement for the acquisition [4]. - The agreement includes provisions for earnout payments, which may incentivize performance post-acquisition [4]. - The total purchase price for the acquisition of the Company Stock is estimated at $275 million, which will be paid in cash and RP Class B Common Stock [22]. - At the closing, the Rollover Purchaser will deliver newly issued shares of class B common stock valued at $275 million to the Seller [22]. - The cash payment to the Seller will be the estimated purchase price minus the Rollover Stock Payment, to be paid in immediately available funds [22]. - The closing of the transaction is scheduled to occur no later than the second business day following the satisfaction of all conditions, but not before April 30, 2026 [26]. - The Rollover Purchaser will acquire all of the Seller's right, title, and interest in the Rollover Securities, which will be contributed to the Cash Purchaser [20]. - The Cash Purchaser will own 100% of the Company Stock immediately following the closing of the transaction [20]. Financial Performance - The company reported a revenue of $5.8 billion for the quarter, reflecting a year-over-year increase of 12% [8]. - User data showed an increase in active users to 150 million, up from 135 million last year, representing an 11% growth [8]. - The company provided guidance for the next quarter, expecting revenue to be between $6.0 billion and $6.5 billion, indicating a potential growth of 10% to 12% [8]. - New product launches included a flagship device that generated $1.2 billion in sales within the first month, contributing significantly to overall revenue [8]. - The company is investing $200 million in research and development for new technologies aimed at enhancing user experience and product performance [8]. - Market expansion efforts have led to a 15% increase in sales in the Asia-Pacific region, with plans to enter two new markets by the end of the fiscal year [8]. - The company completed a strategic acquisition of a smaller tech firm for $500 million, expected to enhance its product offerings and market position [8]. - Customer satisfaction ratings improved to 90%, up from 85% last year, indicating a positive response to recent product updates [8]. - The company reported a decrease in operational costs by 5%, attributed to improved efficiency measures implemented over the past year [8]. - The company plans to increase its marketing budget by 20% to support new product launches and market penetration strategies [8]. Legal and Compliance - Compliance with laws and regulations is emphasized, indicating the importance of legal adherence in the acquisition process [6]. - The agreement includes clauses for confidentiality and access to information, highlighting the sensitivity of the transaction [6]. - The parties involved are required to make reasonable best efforts to fulfill the agreement, indicating a commitment to successful execution [6]. - Seller is duly organized and validly existing under the laws of its state of formation, with all requisite authority to enter into the Agreement [52]. - Seller represents that the Company Stock to be sold is free and clear of any liens, except for those resulting from the Credit Facility [55]. - There are no pending or threatened legal proceedings against Seller that would prevent or materially delay the consummation of the transactions [56]. - No governmental approval is necessary for the consummation of the transactions, except for compliance with the HSR Act, UK NSI Act, and Australian FIRB Legislation [59]. - The Company and its Subsidiaries are duly incorporated and in good standing under the laws of their jurisdictions, with necessary organizational power to conduct their businesses [69]. - The Company has not been a party to any transaction that resulted in relief from any material non-income Tax in the past five years [155]. - The Company has not sought capital gains tax relief under the Australian Tax Act for any asset still owned after Closing [156]. Operational Matters - The document outlines the conduct of business during the transition, ensuring operational continuity [6]. - There are specific representations regarding the company's capitalization, which is crucial for understanding its financial structure [4]. - The Adjustment Escrow Amount will be held in an escrow account to facilitate post-closing adjustments [28]. - Seller must provide a detailed statement of Estimated Working Capital, Estimated Closing Indebtedness, Estimated Transaction Expenses, and Estimated Closing Cash at least three business days before the Closing Date [30]. - The Adjustment Statement must be delivered within 120 days after the Closing Date, detailing Closing Working Capital, Closing Indebtedness, and Closing Transaction Expenses [33]. - If the Net Adjustment Amount is negative, the Purchase Price will be adjusted downward accordingly [40]. - If the Net Adjustment Amount is positive, the Purchase Price will be adjusted upward, with payments made to Seller from the Adjustment Escrow Account [41]. - No payment will be made if the Net Adjustment Amount is zero [42]. - The release of the Adjustment Escrow Amount will occur within five business days after the Net Adjustment Amount is determined [43]. - Recovery from the Adjustment Escrow Account is the exclusive remedy for any Downward Adjustment Amount [44]. Employee and Labor Matters - The Company has provided a list of all employees and workers, including details such as title, date of hire, and employment status [171]. - All employees in the United States are "at will," while those in the United Kingdom can be terminated with no more than three months' notice [171]. - The Company and its Subsidiaries have been in compliance with all applicable employment laws, including those regarding discrimination and wages [174]. - Since the Lookback Date, there have been no unfair labor practice charges or investigations against the Company [175]. - There are no labor strikes or work stoppages currently in effect or threatened against the Company [176]. - All current and former employees in the United States have been legally authorized to work [177]. - The Company has maintained necessary employment verification paperwork under the Immigration Reform and Control Act of 1986 [177]. - The Company has not implemented any mass layoffs or redundancies since the Lookback Date [180]. - The Company has complied with all applicable data protection laws regarding personal data of employees [181]. - The Company has not been a party to any union contracts or collective bargaining agreements in the last three years [179].