UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42268 Andretti Acquisition Corp. II (Exact name of registrant as specified in its charter) | Cayman Islands | 98-1792547 | | --- | - ...

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on September 9, 2024, raising gross proceeds of $230 million from the sale of 23 million Public Units at $10.00 each[21]. - An additional $7.6 million was generated from the private sale of 760,000 Private Placement Units at $10.00 each, bringing total proceeds to $231.15 million placed in a Trust Account[22][23]. - The company raised approximately $235 million in its initial public offering in January 2022[197]. - An additional $7.6 million was raised through the sale of 760,000 Private Placement Units at the same price, with the Sponsor purchasing 450,000 units and BTIG purchasing 310,000 units[152]. - Following the IPO and Private Placement, $231.15 million was placed in a Trust Account, which can only be invested in U.S. government securities or money market funds[153]. Business Combination - The company must complete its initial Business Combination by September 9, 2026, or face liquidation and distribution of Trust Account funds[24][46]. - The Management Team is actively seeking alternative ways to consummate an initial Business Combination following the termination of the StoreDot Business Combination Agreement[30][32]. - The company aims to acquire businesses with a strong competitive advantage, seasoned management teams, and attractive financial profiles, focusing on sectors with high growth potential[39][45]. - The acquisition process includes a thorough due diligence review, which may involve meetings with management, document reviews, and inspections of facilities[41]. - The company is currently in the process of identifying and negotiating with an acquisition target for its initial Business Combination[107]. - The company may seek to extend the Combination Period with shareholder approval, allowing for potential redemptions that could affect the Trust Account balance[25][46]. - The company may not be able to complete its initial Business Combination if it cannot secure additional financing or if potential targets do not meet financial statement requirements[117]. - The company may face challenges in completing its initial Business Combination due to limited resources and significant competition, which could result in Public Shareholders receiving only their pro rata portion of the Trust Account funds[120]. - The company may face regulatory review and approval requirements for its initial Business Combination, which could delay or prevent completion[124]. Shareholder Rights and Redemption - Public Shareholders will have the opportunity to redeem their shares upon completion of the initial Business Combination, either through a general meeting or a tender offer[44]. - Public Shareholders can redeem their shares either through a general meeting or a tender offer, with the decision made at the company's discretion[76]. - If seeking shareholder approval, the company requires approximately 39.2% of the 23,000,000 Public Shares to be voted in favor of the initial Business Combination for approval[80]. - A Public Shareholder is restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent, to prevent accumulation of large blocks of shares[88]. - Redemption requests must be submitted two business days prior to the scheduled vote on the initial Business Combination[85]. - Public Shareholders must deliver share certificates or electronically transfer Public Shares to exercise redemption rights, with a deadline of up to two business days before the scheduled vote on the initial Business Combination[90]. - The company will not complete the initial Business Combination if the cash required for redemptions exceeds the available cash, and all submitted Public Shares will be returned to the holders[75]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not receive any funds from the Trust Account[93]. - The redemption price per share upon liquidation is expected to be approximately $10.58 as of December 31, 2025, but may be subject to claims from creditors[98]. Financial Performance and Concerns - As of December 31, 2025, the funds available for a Business Combination amount to $244,261,293, providing flexibility for the target business in terms of liquidity and capital for growth[58]. - The company had net income of $8,350,365, primarily from interest earned on marketable securities held in the Trust Account amounting to $9,761,252, offset by general and administrative costs of $1,410,877[158]. - The company generated a net income of $3,046,826 for the period from May 21, 2024, through December 31, 2024, with interest income of $3,350,051 and general and administrative costs of $303,225[159]. - The company has a liquidity concern, lacking sufficient funds to sustain operations for at least one year, raising doubts about its ability to continue as a going concern[169]. - There is substantial doubt about the company's ability to continue as a going concern due to the potential need for additional financing to complete the Business Combination[131]. - The company has a working capital deficit of $29,006, compared to a surplus of $855,099 as of December 31, 2024[161]. Management and Governance - The Management Team has significant experience and a proven track record in identifying and negotiating Business Combination opportunities[34]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including reduced disclosure obligations[112]. - The company is considered a "controlled company" under Nasdaq standards, which may allow it to opt out of certain corporate governance requirements[116]. - The board of directors includes members with extensive experience in various sectors, including retail, technology, and financial services[211][212]. - The management team has the skills to identify and evaluate business combinations, although past performance does not guarantee future success[217]. - The company has a network of contacts and operational experience, but members are not required to devote significant time to the business[217]. - Mario Andretti, a legendary figure in motorsports, serves as a special advisor, assisting in sourcing and negotiating business combination targets[216]. Risks and Challenges - The company may face challenges in maintaining or obtaining the quotation, listing, or trading of its securities on a national exchange if the public float is reduced[70]. - The lack of business diversification may pose risks as the company's success could depend entirely on the performance of a single business post-Business Combination[59]. - The company may face risks related to fluctuations in inflation and interest rates, which could impact its ability to consummate an initial Business Combination[119]. - Competition for target businesses includes other SPACs, private equity groups, and public companies, which may have greater resources and experience[106]. - The company may encounter increased competition for attractive targets as the number of SPACs evaluating targets rises[118]. - The company may face conflicts of interest due to relationships between target businesses and its Sponsor, officers, or directors, which could impact decision-making[122]. - The company may not be able to maintain control of a target business after the initial Business Combination, affecting its operational success[124]. Internal Controls and Reporting - The company maintained effective internal control over financial reporting as of December 31, 2025[189]. - There were no changes to internal control over financial reporting during the quarterly period ended December 31, 2025, that materially affected it[192]. - The company’s disclosure controls and procedures were evaluated and deemed effective as of December 31, 2025[186]. - The company does not anticipate that its disclosure controls will prevent all errors and instances of fraud[187]. - Management does not expect any recently issued accounting standards to have a material effect on the financial statements[182]. - The company has not disclosed any critical accounting estimates as of December 31, 2025[181].

Financial Performance - Revenue for Q4 2025 was $0.7 million, unchanged from Q4 2024, while full year revenue decreased to $2.8 million from $4.5 million in 2024[8][13] - Net loss for Q4 2025 was $29.6 million, compared to a net loss of $29.0 million in Q4 2024, and the full year net loss was $115.2 million, up from $103.1 million in 2024[11][15] - Selling, general, and administrative expenses decreased to $8.6 million in Q4 2025 from $8.8 million in Q4 2024, primarily due to reduced personnel-related costs[10][14] Research and Development - Research and development expenses increased to $25.3 million in Q4 2025 from $18.4 million in Q4 2024, driven by advancements in internal programs[9] - The company successfully dosed the first three cohorts in the SAD portion of the ongoing Phase 1/2a HEADLINE trial for ABS-201, which has shown favorable emerging safety data[3][2] - ABS-201 is being developed for both androgenetic alopecia and endometriosis, with significant unmet medical needs in both areas[6][12] - The company anticipates reporting preliminary safety and pharmacokinetic data for ABS-201 in the first half of 2026, with interim proof-of-concept data expected in the second half of 2026[6][12] - Absci's Origin-1 platform has generated potential lead candidates for monoclonal antibodies by screening fewer than one hundred designs per target, showcasing a novel approach to drug design[6] Financial Position - Cash, cash equivalents, and marketable securities as of December 31, 2025 were $144.3 million, sufficient to fund operations into the first half of 2028[7][15] - Total assets increased to $216,297,000 in 2025 from $213,608,000 in 2024, representing a growth of 1.6%[25] - Current assets rose to $149,573,000 in 2025, up from $133,831,000 in 2024, marking an increase of 11.8%[25] - Cash and cash equivalents decreased significantly to $20,025,000 in 2025 from $41,213,000 in 2024, a decline of 51.4%[25] - Marketable securities increased to $124,267,000 in 2025, compared to $71,212,000 in 2024, reflecting a growth of 74.6%[25] - Total liabilities decreased to $26,848,000 in 2025 from $34,475,000 in 2024, a reduction of 22.1%[25] - Long-term debt decreased to $873,000 in 2025 from $2,733,000 in 2024, a decline of 68.0%[25] - Total stockholders' equity increased to $189,449,000 in 2025 from $179,133,000 in 2024, an increase of 5.0%[25] - The accumulated deficit widened to $(624,784,000) in 2025 from $(509,601,000) in 2024[25] - Common stock increased from 12,000 shares in 2024 to 15,000 shares in 2025[25] - Additional paid-in capital rose to $813,627,000 in 2025 from $688,726,000 in 2024, an increase of 18.1%[25] Management Changes - The company appointed Ransi Somaratne, M.D., as Chief Medical Officer to lead clinical execution and strategy[2][6]

Sales and Revenue - G-III Apparel Group generated approximately 77% of its net sales in fiscal 2026 from the United States and 23% internationally[254]. - The company reported that net sales of products under the Calvin Klein and Tommy Hilfiger brands constituted approximately 28.0% of its net sales in fiscal 2026[275]. - Net sales for fiscal 2026 decreased to $2.96 billion from $3.18 billion in fiscal 2025, representing a decline of approximately 7.0%[316]. - Gross profit was $1.16 billion, or 39.4% of net sales, for fiscal 2026, down from $1.30 billion, or 40.8% of net sales, in fiscal 2025[319]. - Selling, general and administrative expenses increased to $978.5 million in fiscal 2026 from $969.8 million in fiscal 2025, reflecting a rise of approximately 0.7%[320]. Operational Changes and Strategies - G-III Apparel Group's retail operations segment consisted of 47 company-operated stores as of January 31, 2026, primarily operating as outlet stores in North America[265]. - The company entered into a new license agreement with French Connection Limited effective February 2026, expected to enhance product offerings in North America[261]. - G-III's investment in AWWG and other strategic acquisitions aim to diversify its product lines and expand distribution channels[274]. - The company is focusing on digital sales growth and enhancing its digital marketing initiatives to respond to industry trends[271]. - The company is taking steps to mitigate the impact of new tariffs by working with vendors to share increased costs and exploring alternative sourcing options[269]. Financial Performance and Impairments - The company recorded a $7.4 million non-cash impairment charge for the Sonia Rykiel trademark in fiscal 2025, while other indefinite-lived intangible assets exceeded their carrying values[308]. - The company recorded $48.6 million in asset impairments in fiscal 2026, significantly higher than the $8.2 million recorded in fiscal 2025[323]. - Interest and financing charges, net for fiscal 2026 were $0.5 million, a decrease from $18.8 million in fiscal 2025, primarily due to a reduction in interest charges[325]. - Income tax expense for fiscal 2026 was $43.3 million, down from $76.6 million in fiscal 2025, with an effective tax rate increase to 39.1% from 28.4%[326]. Cash Flow and Financing - Cash and cash equivalents as of January 31, 2026, were $406.7 million, with an additional availability under the revolving credit facility of approximately $510.0 million[329]. - The company redeemed the entire $400 million principal amount of Senior Secured Notes in August 2024, resulting in a charge of $1.6 million for extinguished debt issuance costs[330]. - The Third ABL Credit Agreement provides for borrowings of up to $700 million, extending the maturity date to June 2029[331]. - The company generated $299.1 million in cash from operating activities in fiscal 2026, driven by a net income of $67.4 million and a decrease of $87.7 million in accounts receivable[347]. - Financing activities resulted in a cash outflow of $54.3 million, mainly due to $49.8 million spent on share repurchases[350]. Economic and Market Conditions - Inflationary pressures have led to increased promotional activity and higher product pricing, potentially challenging future sales and impacting cost structures[285]. - The Federal Reserve's interest rate changes may affect borrowing costs and consumer spending, creating economic uncertainty for the company[286]. - The company is monitoring the impacts of international conflicts, particularly in Ukraine and the Middle East, which could disrupt operations and supply chains[289]. - Ongoing supply chain disruptions, particularly due to geopolitical tensions and tariffs, have caused shipping delays but have not significantly impacted sales[290]. Tax and Regulatory Environment - The One Big Beautiful Bill Act (OBBBA) was enacted in July 2025, making key tax provisions permanent, but its impact on the company's income taxes was immaterial for the year ended January 31, 2026[282]. - The OECD's Pillar Two Model Rules, effective from fiscal 2025, establish a global minimum tax of 15% for multinational enterprises, but did not materially impact the company's effective tax rate for fiscal 2026[283]. Licensing and Brand Management - The staggered expirations of the Calvin Klein and Tommy Hilfiger licenses could lead to a significant decrease in net sales, with $435,642 thousand (15%) expected to expire by December 31, 2025[278]. - The company filed a complaint against PVH Corp. for breach of contract regarding the Calvin Klein and Tommy Hilfiger licenses, seeking a three-year extension[279].

Financial Performance - Full-year net product sales for PEDMARK® reached $44.6 million, representing a 50% year-over-year growth, with Q4 2025 net product sales of $13.8 million, reflecting a 75% increase over Q4 2024[1] - The company completed an oversubscribed equity offering, raising $42 million from new and existing investors, strengthening its financial position[2] - Cash and cash equivalents as of December 31, 2025, were $36.7 million, reflecting a $10.2 million increase from the previous year, primarily due to equity offerings and product sales[13] - The total assets of the company increased to $70.2 million as of December 31, 2025, compared to $44.9 million in 2024[15] - The company reported a net loss of $5.1 million for Q4 2025, compared to a net loss of $1.6 million in Q4 2024[14] - Selling and marketing expenses for Q4 2025 were $6.1 million, up from $3.9 million in Q4 2024, primarily due to increased payroll and marketing efforts[9] - General and administrative expenses increased to $8.9 million in Q4 2025 from $4.2 million in Q4 2024, driven by higher legal and payroll costs[13] - The weighted-average number of common shares outstanding increased to 31.2 million in Q4 2025 from 27.5 million in Q4 2024[14] Clinical Development - The company initiated two institution-led clinical studies to evaluate PEDMARK® for preventing cisplatin-induced ototoxicity in adult patients[8] - Positive topline results were announced from a Phase 2/3 clinical trial in Japan, demonstrating PEDMARK®'s efficacy in protecting hearing without compromising cisplatin's effectiveness[8] - PEDMARK has shown proven efficacy and safety across two Phase 3 clinical studies, COG ACCL0431 and SIOPEL 6, which have been completed[19] - The most common adverse reactions in clinical trials included vomiting, nausea, decreased hemoglobin, and hypernatremia, with hypersensitivity reactions occurring in 8% to 13% of patients[26][23] Regulatory Approvals - PEDMARK® is the first FDA-approved therapy to reduce the risk of ototoxicity from cisplatin in pediatric patients aged 1 month and older[17] - PEDMARK received FDA approval in September 2022 and European Commission approval in June 2023, with U.K. approval in October 2023[28] Market Strategy - Fennec Pharmaceuticals entered an exclusive licensing agreement with Norgine Pharmaceuticals for the commercialization of PEDMARQSI® in Europe, U.K., Australia, and New Zealand[29] - PEDMARK has Orphan Drug Exclusivity in the U.S. and PEDMARQSI has Pediatric Use Marketing Authorization in Europe, providing eight years plus two years of data and market protection[30] - The company anticipates potential commercial and regulatory milestones and royalty payments from Norgine as part of its forward-looking strategy[31] - Fennec holds patents for PEDMARK until 2039 in both the U.S. and internationally, ensuring long-term market protection[30] Safety Monitoring - The company emphasizes the importance of monitoring for adverse reactions, particularly hypersensitivity and electrolyte imbalances, during PEDMARK administration[24][25] - Approximately 500,000 patients in the U.S. are diagnosed annually with cancers treatable by platinum-based chemotherapy, with 60-90% potentially developing hearing loss[19]

Revenue and Sales - Total revenue for the year ended December 31, 2025, increased to $38.6 million, up from $1.6 million in 2024, primarily driven by hardware sales [262]. - Revenue from China accounted for $35.2 million, representing 91.1% of total revenue for 2025, while revenue from the United States was $3.3 million [263]. - A strategic partnership with Starshine Computing Power Technology Limited aims to generate a minimum of $120 million in revenue over 18 months, with an initial purchase order of $10.4 million received [254]. Expenses - Cost of revenue increased by $31.9 million to $32.4 million in 2025, compared to $0.6 million in 2024, mainly due to hardware purchases from third-party vendors [274]. - Research and development (R&D) expenses rose by $17.4 million, or 69.5%, to $42.5 million in 2025, driven by higher stock-based compensation and acquisition of third-party intellectual property [275]. - Selling, general and administrative (SG&A) expenses increased by $31.3 million, or 140.7%, to $53.5 million in 2025, largely due to stock-based compensation expenses [277]. Financial Performance - The net loss for the year ended December 31, 2025, was $206.9 million, an increase of 238.1% compared to a net loss of $61.2 million in 2024 [284]. - EBITDA for 2025 was $(207.2) million, reflecting a decrease of 228.1% from $(63.2) million in 2024 [284]. - Adjusted EBITDA for 2025 was $(50.5) million, which is an 18.2% decline from $(42.7) million in 2024 [284]. - Total other expense, net, for the year ended December 31, 2025, was $(102.8) million, compared to $(14.5) million in 2024, reflecting significant changes in fair value of convertible notes and warrants [278]. Cash Flow and Financing - Cash used in operating activities increased to $73.8 million in 2025 from $53.5 million in 2024, primarily due to a $145.7 million increase in net loss [298]. - Net cash provided by financing activities in 2025 was $70.1 million, including $33.2 million from the Committed Equity Facility [300]. - The company completed a private placement resulting in gross proceeds of approximately $30 million from the sale of 9,375,000 shares at $3.20 per share [255]. - The company issued a total of 8,493,674 shares under the Committed Equity Facility for net proceeds of $33.2 million during 2025 [292]. - As of December 31, 2025, the company had cash and cash equivalents of $45.8 million and approximately $16.6 million available to draw on the Committed Equity Facility [304]. Going Concern and Compliance - The company raised substantial doubt about its ability to continue as a going concern due to ongoing cash requirements exceeding available financing [286]. - The company is classified as an emerging growth company (EGC) under the JOBS Act, allowing it to delay compliance with new accounting standards until it no longer qualifies as an EGC or opts out of the transition period [305]. - The company has elected to utilize smaller reporting company (SRC) status, as its annual revenues are less than $100 million and public float is below $700 million [308]. - The company is currently a non-accelerated filer, which means it is not required to provide an auditor's attestation report on internal controls over financial reporting [309]. - The company’s total annual gross revenue must reach at least $1.235 billion or have a public float of at least $700 million to lose EGC status [307]. Accounting and Valuation - Revenue recognition follows ASC 606, requiring significant estimates and assumptions regarding contracts with customers and performance obligations [317]. - The company’s customer base is highly concentrated, which increases the uncertainty in estimating expected credit losses on trade receivables [322]. - The net realizable value (NRV) of inventory is determined using the first-in, first-out method, and management regularly reviews inventory against forecasted demand [325]. - The company evaluates complex financial instruments to determine their classification as liabilities or equity, which involves significant judgment [329]. - The fair value of financial instruments, including earnout shares and stock options, is determined using models such as Monte Carlo simulation and Black-Scholes [333]. - The company is not required to provide quantitative and qualitative disclosures about market risk due to its status as a smaller reporting company [340]. Business Development - The company initiated 25 proof-of-concept projects with potential customers as of December 31, 2025 [257]. - The company confirmed 20 design wins with partners or customers as of December 31, 2025 [259].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ —— ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ———☐ —— TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41139 Blaize Holdings, Inc. (Exact name of Registrant as specified in its Charter) Delaware 86-2708752 (State or other jurisdiction of incorporation or organi ...

Revenue and Growth Projections - Full-year 2025 revenue was $46 million, representing a 12% increase from $41 million in 2024[5] - The company expects 2026 revenue to be between $60 million and $70 million, with positive EBITDA anticipated in the second half of 2026[5][18] - The backlog as of December 31, 2025, was $31 million, indicating strong demand for products[5] Financial Performance - Fourth quarter 2025 revenue was $9.4 million, a decrease of 25% compared to $12.6 million in the fourth quarter of 2024[8] - Non-GAAP net loss for 2025 was $41.3 million, an improvement from $79.4 million in 2024[15] - The net loss for the twelve months ended December 31, 2025, was $71,362,000, compared to a net loss of $69,865,000 for the twelve months ended December 31, 2024, representing an increase of 2.1%[27] - Non-GAAP Net Loss for the three months ended December 31, 2025, was $11,591,000, compared to $14,987,000 for the same period in 2024, showing a 22.4% improvement[27] - Non-GAAP Adjusted EBITDA for the twelve months ended December 31, 2025, was $(33,322,000), an improvement from $(58,530,000) for the same period in 2024[29] Operating Expenses and Cost Management - Operating expenses for 2025 were $47.5 million, significantly reduced from $76.8 million in 2024[14] - Total operating expenses for the twelve months ended December 31, 2025, were $47,516,000, down from $76,830,000 for the same period in 2024, indicating a reduction of 38.2%[31] - Gross margin for 2025 was (16.1)%, down from (5.1)% in 2024, primarily due to a $7 million write-down of obsolete inventory[13] Cash Flow and Capital Management - The company raised $30 million through a private placement to support growth and capital expenditures[6] - Cash and cash equivalents at the end of 2025 were $39,013 million, significantly higher than $1,212 million at the end of 2024[38] - Net cash used in operating activities decreased to $27,638 million in 2025 from $32,677 million in 2024, indicating improved cash flow management[37] - The company raised $30,000 million from a PIPE Offering in December 2025, contributing to a net cash provided by financing activities of $68,144 million[37] Assets and Liabilities - Total assets increased to $105,348 million in 2025 from $89,180 million in 2024, representing a growth of 18.1%[35] - Current assets rose to $78,962 million in 2025, up from $57,724 million in 2024, marking a 37% increase[35] - Total liabilities increased to $67,192 million in 2025 from $49,516 million in 2024, an increase of 35.6%[35] - Stockholders' equity decreased to $38,156 million in 2025 from $39,664 million in 2024, a decline of 3.8%[35] Inventory and Receivables - Inventory levels decreased to $27,083 million in 2025 from $49,953 million in 2024, a reduction of 45.8%[35] - The company reported a significant increase in accounts receivable, netting $6,263 million in 2025 compared to $3,723 million in 2024, a growth of 68.3%[35] Strategic Initiatives - Velo3D secured a $32.6 million contract from the Department of War to support Project FORGE, addressing defense manufacturing bottlenecks[6] - The company has a long-term capacity plan envisioning up to approximately 400 production systems over the next decade[5][7] - The company anticipates achieving positive EBITDA in the second half of 2026, contingent on market conditions and operational efficiencies[23] - The company plans to raise additional capital to support its expansion efforts, with potential sources and uses of that capital under consideration[23] - The company is focusing on strategic realignment and initiatives to improve its market strategy and operational position moving forward[23]

Production and Reserves - As of December 31, 2025, the Trust produced approximately 99% oil and 1% natural gas from about 830 wells, with a projected reserve life of over 28 years[45]. - The Trust's total proved reserves are estimated at 211 MBoe, consisting of 210 MBbls of oil and 5 MMcf of natural gas[99]. - The proved developed reserves decreased from 1,075 MBoe in 2023 to 211 MBoe in 2025, reflecting a significant reduction in production and revisions of previous estimates[102]. - The Trust is entitled to receive net proceeds from the sale of production of not less than 11.5 MMBoe of proved reserves, calculated as 80% of the proved reserves expected to be produced during the term of the net profits interest[92]. - The estimated production from proved reserves is projected to decline at an average annual rate of approximately 14.55% over the next 20 years, assuming no additional capital expenditures are made after 2026[203]. Financial Distributions and Proceeds - The Trust has received payments for 80% of the net proceeds from the sale of 15.3 MMBoe of production, equivalent to 12.2 MMBoe concerning the Trust's net profits interest[46]. - The net profits interest will terminate on June 30, 2026, as the minimum production of 14.4 MMBoe has been met, leading to the cancellation of Trust Units shortly thereafter[46][61]. - The Trust will make a final quarterly cash distribution to unitholders on or about July 24, 2026, after which it will dissolve and wind up its business[46][61]. - The computation of net proceeds is based on quarterly calculations, with distributions made to Trust unitholders on or before the 25th day of the month following the computation period[66]. - The Trust's cash distributions depend on the accuracy of production and reserves estimates, which are inherently uncertain and subject to material variations[192]. Operating Expenses and Capital Expenditures - The Average Annual Capital Expenditure Amount for the twelve-month period ending June 30, 2026, is projected to be $2,336,477, with an annual increase of 2.5% starting from the Capital Expenditure Limitation Date[69]. - The operating expenses per Boe increased from $24.02 in 2023 to $26.12 in 2025, indicating rising costs associated with production[114]. - The average lease maintenance costs per Boe increased from $3.95 in 2023 to $4.59 in 2025, reflecting higher maintenance expenses[114]. - Production and development costs, taxes, and capital expenditures will reduce the amount of cash available for distribution to Trust unitholders[207]. Regulatory Environment and Compliance - The regulatory environment surrounding oil and natural gas production is complex and evolving, making it difficult to predict the impact on prices and market terms[148]. - Environmental regulations impose significant costs on the oil and natural gas industry, potentially affecting profitability due to increased operational costs[150]. - The Clean Water Act and state laws require permits for discharging pollutants into U.S. waters, with recent regulations prohibiting certain discharges from onshore oil and gas activities[156]. - The EPA's 2024 regulations will require reductions in volatile organic compound and methane emissions from oil and gas sources, with compliance deadlines for existing sources expected by 2029[164]. - MV Partners may face increased costs and delays in obtaining permits due to changes in air quality standards and regulations under the Clean Air Act[165]. Market Dynamics and Pricing - The average sales price of oil decreased from $73.85 per Bbl in 2023 to $61.85 per Bbl in 2025, while natural gas prices fluctuated from $3.09 per Mcf in 2023 to $2.57 per Mcf in 2025[114]. - The volatility of commodity prices may cause future cash distributions to Trust unitholders to fluctuate significantly[190]. - The operator of underlying properties may shut in or curtail production during periods of low commodity prices, affecting cash distributions[189]. - Sustained lower prices of oil and natural gas could negatively affect the price of Trust Units and their listing on the New York Stock Exchange[191]. Trust Structure and Governance - The Trust will dissolve and commence winding up its business on June 30, 2026, when the net profits interest terminates[222]. - Trust unitholders will not receive any net proceeds from the sale of production after the Termination Date, leading to a decline in the market price of Trust Units to zero shortly thereafter[223]. - The Trust is classified as a smaller reporting company, with reduced governance and disclosure requirements, potentially making Trust Units less attractive to investors[230]. - The market price of Trust Units may not reflect the value of the net profits interest, and could decline significantly as the termination date approaches[232]. - The Trust does not maintain insurance against risks associated with oil and gas exploration and production activities, which could adversely affect cash distributions[197]. Conflicts of Interest and Management - Conflicts of interest may arise between MV Partners and Trust unitholders, particularly regarding development and operational decisions[224]. - MV Partners competes with major oil and natural gas companies and independent companies, affecting market dynamics and pricing[140]. - MV Partners owns 25% of the outstanding Trust Units, and any sale of these units may reduce the market price[237]. - The Trust unitholders have limited ability to enforce provisions of the net profits interest, as they can only sue the Trustee, not MV Partners directly[231].

Worthington Enterprises Reports Third Quarter Fiscal 2026 Results COLUMBUS, Ohio (March 24, 2026) – Worthington Enterprises Inc. (NYSE: WOR), a designer and manufacturer of market-leading building and consumer products that improve everyday life by elevating spaces and experiences, today reported results for its fiscal 2026 third quarter ended February 28, 2026. (1) Refer to the "GAAP / Non-GAAP Reconciliations" and the "Use of Non-GAAP Financial Measures and Definitions" sections of this release for additi ...