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].

Reserves and Resources - Gran Tierra achieved over 100% reserve replacement in South America for both proved developed producing (PDP) and proved plus probable (2P) reserves in 2025[5]. - The company reported 2P reserves of 258 million barrels of oil equivalent (MMBOE) and unrisked best estimate contingent resources (2C) of 74 MMBOE in the Hoadley Glauconitic project[5]. - The reserve life index is 8 years for 1P and 15 years for 2P, indicating a strong foundation for future production[5]. - Gran Tierra's South American reserves base is supported by new discoveries and strategic acquisitions, including the Perico and Espejo blocks in Ecuador[8]. - The company reclassified certain natural gas reserves in Canada to contingent resources, resulting in a reduction of 19 MMBOE on a 1P basis and 32 MMBOE on a 2P basis[12]. - Total proved reserves amount to 141.594 million barrels of oil equivalent (Mboe), with 56.921 million barrels in light and medium crude oil and 138,256 million cubic feet (MMcf) in natural gas[22]. - The total proved plus probable reserves are estimated at 257.532 Mboe, with a reserve life index of 15 years based on a Q4 2025 average production rate of 46,513 BOEPD[25]. - The total possible reserves are estimated at 329.390 Mboe, indicating significant potential for future growth[22]. - The chance of development for the Hoadley Glauconitic Play's light and medium crude oil is estimated at 80%, with unrisked resources of 1,237 million barrels[30]. - Developed producing reserves are those expected to be recovered from completion intervals open at the time of the estimate[55]. - Developed non-producing reserves are those that have not been on production or are shut-in with an unknown date of resumption[56]. - Undeveloped reserves require significant expenditure to render them capable of production and must meet the requirements of the reserves category[57]. - Contingent resources are potentially recoverable quantities of petroleum that are not currently commercially recoverable due to contingencies[58]. - Prospective resources are estimated quantities from undiscovered accumulations, with no certainty of discovery or commercial viability[59]. - Estimates of proved, probable, and possible reserves differ under NI 51-101 and SEC rules, which may be material[68]. - The chance of development is the estimated probability that a known accumulation will be commercially developed, requiring consideration of various contingencies[69]. Financial Performance - The net present value (NPV) before tax at a 10% discount is $1.5 billion for 1P, $2.5 billion for 2P, and $3.3 billion for 3P reserves[5]. - As of December 31, 2025, Gran Tierra's net debt stands at $657 million, with a net asset value (NAV) per share of $22.63 before tax for 1P reserves[7]. - Future net revenue for the company's oil and gas properties is projected to be $18.589 billion (undiscounted) over the next five years, with after-tax future net revenue estimated at $4.334 billion[20]. - The company's total proved plus probable net present value (NPV) at a 10% discount rate is estimated at $2.283 billion after tax[25]. - Gran Tierra Energy's net debt as of December 31, 2025, is $741 million, with cash and cash equivalents of $83 million, indicating a focus on financial sustainability[45]. - NAV per share is calculated as NPV10 minus estimated net debt, divided by the number of shares outstanding[65]. Operational Strategy - Gran Tierra's focus on waterflood surveillance and optimization is expected to improve recovery and reserves realization in its core producing assets[8]. - The company plans to expand its operations in Colombia, Ecuador, and Canada, focusing on both proved and probable reserves[29]. - The company is pursuing additional growth opportunities to strengthen its portfolio, indicating a proactive approach to market expansion[1]. - Gran Tierra's forward-looking statements include expectations for production and financial performance targets for 2026 and beyond, reflecting management's strategic outlook[37]. - The company emphasizes the importance of accurate testing and production results, as well as pricing and cost estimates, in its operational planning[38]. - Gran Tierra's guidance for future performance is subject to uncertainties, particularly regarding capital spending and market conditions, which may necessitate adjustments to its strategy[42]. - The company acknowledges risks associated with its operations in South America, including political instability and market volatility, which could impact production and financial results[39]. - Gran Tierra's reserves and future net revenue estimates are based on assumptions that may not be realized, underscoring the inherent uncertainties in the oil and gas industry[50]. Development Costs - The forecasted future development costs (FDC) are estimated at $888 million for 1P reserves and $1.68 billion for 2P reserves[12]. - Future development costs (FDC) for 2P reserves decreased to $1.682 billion at year-end 2025 from $1.809 billion at year-end 2024, primarily due to capital spending in the Suroriente block[26].