Debt and Financial Obligations - As of December 28, 2025, the company had $2,003 million in total debt and finance lease obligations, with $2,298 million in undrawn capacity, including $2,100 million under the Senior Revolving Credit Facility[225]. - The company’s ability to generate sufficient cash flow to service its indebtedness is uncertain, which may necessitate alternative financing plans[232]. - The Senior Revolving Credit Facility bears interest at a variable rate linked to the Secured Overnight Financing Rate (SOFR), which may increase debt service obligations if market rates rise[236]. - The company’s financial covenants may limit its ability to obtain financing or refinance existing debt, potentially impacting liquidity and operational flexibility[230]. - A breach of covenants could lead to defaults, allowing lenders to demand immediate repayment of outstanding amounts[229]. - The repayment obligations under outstanding debt may discourage or delay potential takeovers of the company[231]. - The company may incur additional indebtedness despite current levels, which could exacerbate financial leverage risks[237]. Ownership and Control - WH Group beneficially owned approximately 87% of the company's outstanding shares as of March 24, 2026, classifying the company as a "controlled company" under Nasdaq rules[239]. - WH Group controls a majority of the company's outstanding shares, allowing it to designate a majority of the board of directors and influence key decisions[240]. - WH Group's ownership enables it to control matters such as business direction, mergers, financing policies, and executive compensation[242]. - The concentration of ownership by WH Group may limit opportunities for shareholders to receive a premium during potential acquisitions, affecting the market price of the company's common stock[243]. - If WH Group sells its controlling interest, shareholders may not realize any change of control premium, potentially leading to control by an unknown third party[244]. - Related party transactions with WH Group may create conflicts of interest, impacting investor confidence and business opportunities[248]. - Changes in U.S.-PRC relations could adversely affect the company's financial condition and market price due to its ties with WH Group[251]. - WH Group is required to obtain approvals for certain corporate actions under the HKEx Listing Rules, which may restrict the company's ability to engage in transactions[252]. - Failure to obtain necessary approvals from WH Group could materially affect the company's business and financial condition[254]. Market and Competitive Environment - The food industry is highly competitive, and the company's ability to compete effectively depends on executing across multiple criteria such as product quality and consumer preferences[117]. - The company faces competition from larger multi-brand packaged foods businesses and other protein sources, which may impact its market position[119]. - Competitive pressures may force the company to lower prices or increase marketing expenditures, adversely affecting margins and operating results[123]. - Changes in consumer preferences and failure to maintain favorable perceptions of the company's brands could lead to reduced demand and price reductions[124]. - The company has experienced outbreaks of livestock diseases, which can significantly impact production, supply of raw materials, and consumer confidence[130]. - Recent outbreaks of avian influenza and other diseases have previously affected hog supplies, leading to higher meat prices, although past outbreaks did not materially impact financial results[130]. - The company must effectively manage various risks, including labor issues and natural disasters, to maintain operational stability and financial performance[148]. Regulatory and Compliance Risks - The company is subject to extensive regulations in food safety, and non-compliance could result in fines, recalls, or operational disruptions[134]. - Product recalls due to contamination or mislabeling could lead to significant financial losses and damage to the company's reputation[136]. - The company is subject to evolving regulatory standards regarding climate-related disclosures, which may increase operational costs[218]. - Compliance with environmental regulations has resulted in significant costs, with potential future liabilities from non-compliance leading to administrative, civil, and criminal penalties[210]. - The company may incur material capital expenditures to meet proposed wastewater discharge standards, which could significantly impact financial results[213]. - The company has incurred significant costs associated with being a public company, including compliance with the Sarbanes-Oxley Act and Dodd-Frank Act, which have increased operational expenses[255]. Financial Performance and Market Conditions - The maximum amount of margin deposits held by brokers and counterparties over the past three years was $121 million, indicating potential volatility in cash flow due to market conditions[227]. - Economic conditions, including inflation and interest rates, have adversely affected the company's operations, with potential impacts on demand for products and costs of raw materials[185]. - Changes in tax laws or adverse outcomes from tax examinations could negatively affect the company's financial condition and results of operations[187]. - The market price of the company's common stock may fluctuate significantly due to various factors, including operational results and market conditions[260]. - Future sales or issuances of common stock could negatively impact the market price of the company's shares[265]. - The company may issue additional shares or debt securities in the future, which could dilute existing stockholders' holdings and adversely affect the market price of its common stock[269]. - The trading market for the company's common stock relies on analysts' reports, and downgrades or lack of coverage could lead to a decline in stock price and trading volume[272]. Strategic Initiatives and Risks - The company is implementing multiple savings opportunities across production and logistics to improve profitability and efficiency, but results may vary due to various uncertainties[115]. - The company regularly conducts R&D activities to develop new products, but success is contingent on various factors including consumer preferences and regulatory compliance[118]. - The company faces significant risks in developing and marketing new products, which require substantial marketing expenditures that may not be recouped if products do not gain market acceptance[121]. - Labor shortages, particularly in rural areas, could impact operations and increase labor costs[166]. - The company has implemented new risk-based measures to address identity fraud and compliance with labor laws following a state investigation[173]. - The company may require additional financing to achieve its goals, which could lead to delays or limitations in product manufacturing and development[222]. Customer and Sales Concentration - The company's ten largest customers accounted for approximately 42% of net sales for fiscal year 2025, indicating a significant reliance on a concentrated customer base[177]. - U.S. export sales accounted for 11% of total sales for the fiscal year 2025[160]. - Products exported to China faced tariffs ranging from 25% to 47%, with most products subject to a 47% tariff rate[161]. - Sales into California and Massachusetts accounted for approximately 6% of consolidated sales for the year ended December 28, 2025, with 19% of those sales subject to Proposition 12 and Question 3 regulations[199][200]. Asset Management and Impairment Risks - As of December 28, 2025, the company reported $2,882 million in goodwill and intangible assets, representing about 24% of total assets, with goodwill primarily allocated to Packaged Meats ($1,503 million) and Mexico ($79 million)[178]. - The company faces risks related to the potential impairment of goodwill and intangible assets, which could negatively impact consolidated results of operations and net worth[180]. - The company’s equity investments are subject to periodic evaluations, and any impairment could lead to significant non-cash charges affecting reported earnings[181].

Financial Performance - Total revenues for the years ended December 31, 2025 and 2024 were $95.4 million and $120.3 million, respectively, reflecting a year-over-year decline partly due to divestitures[21]. - The company reported net losses of $81.8 million for 2025 and $62.5 million for 2024, indicating ongoing financial challenges despite efforts to achieve profitability[66]. - Approximately 93% of the company's revenues are generated from subscription-based arrangements, highlighting the importance of customer retention for financial stability[67]. - As of December 31, 2025, the company's annual recurring revenue (ARR) was $84.1 million[43]. - The net revenue retention (NRR) for subscription customers was approximately 96% for Q4 2025[44]. Strategic Initiatives - The company aims to return to positive revenue growth rates through a product-led growth strategy and sales optimization efforts[29]. - The company completed 16 acquisitions from 2017 to 2023 to increase scale and expand product offerings, with a focus on streamlining operations and divesting non-core businesses[28]. - The company plans to expand into political prediction markets, leveraging its expertise in policy data and analysis[54]. - The focus on enhancing the PolicyNote platform and expanding into political prediction markets is part of the company's strategy to leverage its proprietary data and technology[20][28]. - The company is investing in AI and machine learning capabilities to enhance its product offerings, but success in these areas is uncertain and could impact future revenue growth[79]. Workforce and Culture - The company reduced its employee headcount from approximately 800 as of December 31, 2022, to 540 as of December 31, 2025, as part of its strategic refocusing[28]. - The workforce consists of 543 employees, with 407 being full-time as of December 31, 2025[58]. - The company emphasizes the importance of maintaining a strong corporate culture, which is vital for employee retention and overall business success[109]. - Attracting and retaining highly skilled personnel, particularly in AI and machine learning, is essential for continued innovation and revenue growth[111]. Technology and Innovation - Investments in AI-driven technology and agentic APIs are expected to enhance product offerings and customer insights, facilitating better decision-making[30][32]. - The technology stack includes AI-enabled core technologies built on modern cloud infrastructure, supporting reliable business operations[45]. - The company utilizes AI-driven analytical solutions to provide actionable insights and enhance decision-making for clients[46]. - The company has obtained SOC-2 certification for many of its products, subjecting them to annual compliance audits[206]. - The company's cybersecurity risk management program is led by a Vice President with over 15 years of experience, emphasizing the importance of cybersecurity across the organization[205]. Market and Competition - The company faces competition from traditional information services and emerging AI platforms, emphasizing the need for continuous investment in product capabilities[49]. - The company operates in competitive markets and faces challenges from established competitors with substantial financial resources and market experience[165]. - Increased competition from lower-cost alternatives may require the company to reduce prices, potentially impacting revenue and profit margins[166]. - The company faces risks from competition, particularly from lower-priced offerings and AI platforms, which could adversely affect subscription demand and revenue[68]. Regulatory and Compliance Risks - The company recognizes the increasing complexity of global regulations and policies, positioning itself to capture market opportunities while managing associated risks[24][31]. - Compliance with laws and regulations governing public sector contracts is critical, with potential penalties for non-compliance that could adversely affect revenue[106]. - The company may incur significant operational costs to comply with anti-corruption and anti-bribery laws, which could lead to penalties if not adhered to[153]. - Legal and regulatory risks across various jurisdictions could significantly impact business operations and financial performance[122]. Financial Obligations and Risks - As of December 31, 2025, the company had $136.2 million in total indebtedness, including $74.1 million under the 2025 Senior Term Loan secured by substantially all assets and $62.1 million unsecured[123]. - The 2025 Senior Term Loan requires monthly cash interest payments and quarterly principal payments, with full repayment due by August 12, 2029, impacting available funds for working capital and expansion[124]. - The company was required to seek financial covenant relief due to an inability to meet the requirement of an Annual Recurring Revenue (ARR) of at least $81 million as of January 31, 2026[126]. - The company has identified a material weakness in its internal controls over financial reporting, which could lead to inaccurate financial results and loss of investor confidence[160]. Customer Base and Relationships - The company serves a diverse customer base, including 46 of the Fortune 100, across more than 40 countries, providing stability and growth opportunities[21][34]. - The company serves a diverse customer base, including 46 of the Fortune 100, and aims to drive increased customer loyalty through a product-led growth strategy[42]. - High-quality customer support and professional services are crucial for maintaining customer relationships and ensuring the effective integration of products[119]. Risks and Uncertainties - The company may experience significant fluctuations in results of operations and cash flows due to variable sales cycles and the unpredictability of contract renewals[88]. - The company may face challenges in obtaining and maintaining effective intellectual property protection, which is critical for its success[140]. - The company may face significant costs and distractions from potential litigation related to intellectual property rights, which could impair its ability to commercialize products[145]. - The company may not be able to adequately protect its intellectual property rights, which could harm its competitive position and financial condition[139].

Financial Performance - Fiscal 2025 net sales reached $15.5 billion, an increase of 9.8% from fiscal year 2024[5] - Annual operating profit was $1.3 billion, marking the second consecutive year of record operating profit[5] - Packaged Meats segment operating profit was $1,094 million, with an operating profit margin of 12.5%[5] - Fresh Pork segment operating profit improved to $214 million, despite market challenges[8] - Adjusted net income from continuing operations attributable to Smithfield for the twelve months ended December 28, 2025, was $987 million, compared to $783 million for the same period in 2024, representing a 26.1% increase[28] - Sales for the three months ended December 28, 2025, were $4,227 million, up from $3,951 million in the same period of 2024, reflecting a 7% growth[28] - The net income from continuing operations attributable to Smithfield for the three months ended December 28, 2025, was $327 million, compared to $204 million for the same period in 2024, indicating a 60.8% increase[28] - Net income from continuing operations for the twelve months ended December 28, 2025, was $998 million, an increase from $798 million in the previous year, representing a 25% growth[32] - Adjusted net income from continuing operations attributable to Smithfield for the twelve months ended December 28, 2025, was $1,002 million, compared to $714 million in the prior year, reflecting a 40% increase[36] - EBITDA from continuing operations for the twelve months ended December 28, 2025, reached $1,654 million, up from $1,474 million in the previous year, indicating a 12% growth[40] - Operating profit for the three months ended December 28, 2025, was $400 million, with an operating profit margin of 9.5%[46] - For the twelve months ended December 28, 2025, the consolidated operating profit was $1,292 million, with an operating profit margin of 8.3%[48] - Adjusted operating profit for the twelve months was $1,336 million, with an adjusted operating profit margin of 8.6%[48] Cash Flow and Liquidity - The company generated over $1 billion in cash flows from operating activities, supporting strong financial health[6] - Cash and cash equivalents increased to $1,539 million as of December 28, 2025, compared to $943 million as of December 29, 2024, showing a significant liquidity improvement[30] - Net cash flows from operating activities of continuing operations were $1,059 million for the twelve months ended December 28, 2025, compared to $916 million in the previous year, marking a 16% increase[32] - Cash, cash equivalents, and restricted cash at the end of the period totaled $1,539 million, significantly higher than $943 million at the end of the previous year[33] Debt and Financial Health - The ratio of net debt to adjusted EBITDA from continuing operations is a critical measure for monitoring the sustainability of debt levels, although specific figures were not provided[28] - The ratio of total debt and finance lease obligations to net income from continuing operations improved to 2.0x for the twelve months ended December 28, 2025, down from 2.5x in the prior year[43] - The net debt as of December 28, 2025, was $464 million, a decrease from $1,059 million in the previous year, indicating improved financial health[43] Dividends and Shareholder Returns - Smithfield announced a dividend increase to $1.25 per share for fiscal year 2026[10] - The company anticipates a dividend payment of $1.25 per share in 2026, reflecting its commitment to returning value to shareholders[23] - The company paid dividends totaling $396 million during the twelve months ended December 28, 2025, an increase from $288 million in the previous year[32] Strategic Initiatives - The company plans to invest in a new state-of-the-art processing facility in Sioux Falls, South Dakota[6] - Smithfield entered into an agreement to acquire Nathan's Famous, aiming to enhance profitability and brand ownership[6] - The company is focused on strategic decisions to restructure operations, which may impact future financial results and operational efficiency[28] Operational Efficiency - Adjusted operating profit for the same period was $402 million, maintaining an adjusted operating profit margin of 9.5%[46] - The adjusted EBITDA margin from continuing operations for the twelve months ended December 28, 2025, was 10.8%, compared to 9.7% in the prior year, reflecting improved operational efficiency[40] - Capital expenditures for the twelve months ended December 28, 2025, were $341 million, slightly down from $350 million in the previous year[32] Segment Performance - The Packaged Meats segment reported an operating profit of $1,094 million for the twelve months, representing a margin of 12.5%[48] - Fresh Pork segment's operating profit for the twelve months was $214 million, with a margin of 2.6%[48] - Hog Production segment incurred an operating loss of $176 million for the twelve months[48] - The company recognized a $32 million gain from the sale of Utah hog farms during the reporting period[48] Costs and Charges - Workforce reduction initiatives resulted in $12 million in costs for the twelve months ended December 28, 2025[48] - The company reported litigation charges of $73 million for the twelve months, impacting overall profitability[48]

Financial Performance - Net revenues for 2025 increased by 3% to $142.4 million, compared to $138.3 million in 2024[6] - Net income rose to $1.7 million, or $0.05 per diluted share, up from $0.7 million, or $0.02 per diluted share in 2024[8] - Cash provided by operating activities was $2.6 million, significantly higher than $0.3 million in the previous year[2] - Gross margin improved to 52.4%, up from 52.1% in 2024, due to better product costs and an optimized pricing system[7] - Operating income more than doubled from the prior year, driven by higher gross margin and improved operating efficiency[5] Operational Efficiency - Operating expenses as a percentage of net revenues decreased by 0.9% to 50.7% in 2025, compared to 51.6% in 2024, reflecting improved operational efficiency[7] Future Outlook - The company expects 2026 net revenue guidance to be between $143 million and $163 million, indicating flat to 15% year-over-year growth[10] - The company plans to expand its business by increasing the number of business managers, vendors, and SKUs in the upcoming years[11] Inventory and Procurement - Hour Loop's procurement strategy led to an increase in inventory levels, contributing to revenue growth[6] Cash Position - As of December 31, 2025, cash and cash equivalents increased to $3.8 million from $2.1 million in 2024, primarily due to operating profit[8]

Currency and Interest Rate Exposure - The Group's largest currency exposure is related to future instalments for newbuild vessels, amounting to USD 496 million[886]. - A 10% deterioration in the USD:EUR exchange rate would decrease the result before tax by EUR 1.6 million for 2025, compared to EUR 1.8 million for 2024 and EUR 4.6 million for 2023[887]. - The EURIBOR interest rate was 2.1%, 2.9%, and 3.9% at the end of 2025, 2024, and 2023, respectively[890]. - An increase of 100bps in the EURIBOR interest rate would raise interest costs by EUR 15.6 million for 2025, EUR 5.9 million for 2024, and EUR 2.1 million for 2023[891]. - The average fixed rate of interest rate swaps is 2.83% for 2025, slightly up from 2.78% in 2024 and 2.81% in 2023[924]. - The Group's interest rate risk has been partially hedged, with the average fixed rate of cap/floor swaps ranging between 2.1% and 1.1%[924]. Financial Obligations and Debt Financing - As of 31 December 2025, total obligations related to newbuild vessels amounted to EUR 462 million, with USD obligations translating to EUR 422 million[904]. - The Group anticipates seeking additional debt financing for milestone payments related to the delivery of the third A-class newbuild vessel[903]. - The total committed financial liabilities amount to EUR 1,696 million, with EUR 411 million unutilised as of 31 December 2025[940]. - The Group's outstanding guarantees totalled EUR 253 million as of December 31, 2025, related to offshore wind installation projects[975]. - The total utilized debt as of December 31, 2025, was EUR 468 million, due within 5 years[1043]. Derivative Assets and Liabilities - The Group's total derivative assets amounted to EUR 2,682 thousand as of 31 December 2025, a decrease from EUR 18,468 thousand in 2024[917]. - The total derivative liabilities were EUR 13,716 thousand as of 31 December 2025, down from EUR 16,414 thousand in 2024[917]. - As of 31 December 2025, derivatives measured at fair value through profit or loss resulted in a gain of EUR 2,116 thousand, compared to a loss of EUR 26 thousand in 2024 and a gain of EUR 403 thousand in 2023[918]. - The cumulative fair value change of cash flow hedges at 31 December 2025 is EUR (8,958) thousand, a significant improvement from EUR 1,799 thousand in 2024 and a loss of EUR (21,559) thousand in 2023[922]. - The cumulative fair value change for foreign currency risk hedging at year-end 2025 is EUR 881 thousand, compared to EUR 16,744 thousand in 2024[932]. - The fair value of derivative assets as of December 31, 2025, was EUR 2.64 million, while derivative liabilities amounted to EUR 13.7 million[1042]. Revenue and Profitability - The company reported a revenue of EUR 422,004,000 for 2025, a significant increase from EUR 126,680,000 in 2024, representing a growth of 233%[986]. - Gross profit for 2025 was EUR 200,686,000, compared to EUR 49,397,000 in 2024, indicating a gross margin improvement[986]. - Operating profit surged to EUR 145,469,000 in 2025 from EUR 11,050,000 in 2024, reflecting a substantial operational efficiency gain[986]. - Total revenue for 2025 reached EUR 422.0 million, a significant increase of 233% compared to EUR 126.7 million in 2024[1015]. - Revenue from Denmark was EUR 102.5 million in 2025, up from EUR 51.1 million in 2024, while UK revenue increased to EUR 131.6 million from EUR 68.1 million[1015]. Expenses and Employee Compensation - The cost of sales for 2025 was EUR 221.3 million, compared to EUR 77.3 million in 2024, reflecting a 186% increase[1016]. - Employee compensation for 2025 totaled EUR 60.6 million, a 67% increase from EUR 36.3 million in 2024[1023]. - The average number of full-time employees rose to 570 in 2025, up from 344 in 2024[1023]. - The total administrative expenses for 2025 were EUR 55.2 million, compared to EUR 38.3 million in 2024[1016]. Assets and Liabilities - The company’s total assets increased to EUR 1,881,851,000 in 2025, up from EUR 1,733,293,000 in 2024, marking a growth of 8.6%[989]. - Total equity rose to EUR 1,254,240,000 in 2025, compared to EUR 1,134,497,000 in 2024, an increase of 10.5%[990]. - The company’s non-current liabilities increased to EUR 472,665,000 in 2025 from EUR 372,243,000 in 2024, indicating a rise in long-term debt obligations[989]. - The carrying amount of investments in subsidiaries increased to EUR 1,105.5 million in 2025, up from EUR 745.5 million in 2024, due to additions of EUR 360.1 million[1037]. Newbuild Vessels and Commitments - The company has commitments for newbuild vessels totaling EUR 2,154,000,000, with remaining commitments of EUR 1,395,000,000 due by December 2024[978]. - The company delivered two new P-class WTIVs, Wind Peak and Wind Pace, in 2024 and 2025, respectively, with final payments made upon delivery[979]. - The company entered into contracts for three A-class FIVs, with the third expected to be delivered in Q2 2027[980]. Compliance and Audit Matters - There have been no breaches of financial covenants for any interest-bearing loans and borrowings in the current period[908]. - The Group is in compliance with all covenants across its debt facilities, including a minimum equity ratio of 35% and a debt service coverage ratio of at least 2:1 for the Holdco Facility[952][954]. - The audit focused on the complexity of determining performance obligations in contracts, making revenue recognition a key audit matter[1079]. - The company’s internal controls over the revenue recognition process were evaluated, including management's review controls over contracts[1080]. - The audit included inspection of customer contracts to assess the identification of distinct performance obligations and measurement methods against IFRS standards[1081]. - The adequacy of the company's disclosures in Note 3 to the consolidated financial statements was evaluated[1082].

Market Overview - Core & Main estimates its addressable market in the U.S. and Canada for water, wastewater, storm drainage, and fire protection products to be approximately $44 billion in fiscal 2025[28]. - The company's net sales represented approximately 17% of its $44 billion addressable market in fiscal 2025[64]. - Approximately 44% of net sales were derived from the municipal end market, 38% from non-residential, and 18% from residential[22]. - Approximately 18% and 38% of the company's net sales in fiscal 2025 were directly related to the U.S. residential and non-residential end markets[102]. - 44% of the company's net sales in fiscal 2025 were related to the municipal market, which is influenced by municipal infrastructure spending[104]. Product Sales Breakdown - Pipes, valves, and fittings accounted for approximately 67% of net sales in fiscal 2025[51]. - Storm drainage products represented about 16% of net sales in fiscal 2025[53]. - Fire protection products contributed approximately 8% to net sales in fiscal 2025[55]. - Meter products accounted for around 9% of net sales in fiscal 2025[57]. - Sales through the strategic accounts program represented approximately 5% of fiscal 2025 net sales[36]. Customer Base and Supplier Relationships - Core & Main has over 370 branch locations across the U.S. and Canada, serving over 60,000 customers[20]. - The company has a fragmented customer base of over 60,000 customers, with the top 50 customers accounting for approximately 12% of net sales in fiscal 2025[59]. - The largest single supplier represented about 7% of product expenditures, while the top ten suppliers accounted for approximately 45% of total product expenditures in fiscal 2025[62]. - The top supplier accounted for approximately 7% of the company's product expenditures, while the top ten largest suppliers accounted for approximately 45% of total purchases in fiscal 2025[126]. Financial Performance and Strategy - The company aims to enhance gross margins through private label product expansion and data-driven pricing strategies[42][45]. - The company plans to pursue strategic acquisitions to expand its geographic footprint and product offerings[39]. - The company invests in new technology and data systems to enhance long-term business operations[68]. - The company has a performance-based compensation structure that aligns associates' interests with branch profitability and working capital efficiency goals[80]. - The company maintains a pay-for-performance philosophy to attract and retain industry-leading talent[78]. Risks and Challenges - The company is subject to various federal, state, and local regulations, which may impact operating costs and financial performance[90]. - The company experienced price increases in fiscal 2022 due to supply chain constraints, inflationary pressures, and availability of raw materials[111]. - The company is exposed to price fluctuations due to tariffs and trade policies, with over three-quarters of products purchased being manufactured domestically[112]. - The company faces risks related to inventory management, where insufficient inventory may lead to lost sales opportunities, while excess inventory may negatively impact gross margin[114]. - The company cannot predict the duration of market conditions in the residential or non-residential construction industry, which may lead to fluctuations in operating results[103]. Operational and Compliance Issues - The company is subject to various federal, state, and local regulations that could increase operational costs, including changes in tax laws[138]. - The company anticipates significant costs related to compliance with environmental, health, and safety laws, which may exceed current estimates and reserves[136]. - Future capital and operating expenditures for environmental compliance could materially affect the company's financial condition[137]. - The company relies on IT systems for critical operations, and any disruptions could materially affect order processing and inventory management[155]. - The legal and regulatory environment surrounding information security and privacy is constantly evolving, impacting operational costs and potential liabilities[157]. Debt and Financial Obligations - As of February 1, 2026, total consolidated indebtedness was $2,166 million, with $325 million in outstanding lease commitments[169]. - The company is required to comply with a consolidated fixed charge coverage ratio under certain circumstances, affecting its ability to borrow additional amounts[173]. - The Senior ABL Credit Facility matures on February 9, 2029, with other loans maturing in 2028 and 2031, posing refinancing risks[183]. - Default on debt obligations could lead to foreclosure or bankruptcy, adversely impacting the company's financial condition[184]. - The company is dependent on distributions from Holdings and its subsidiaries to cover taxes and operating expenses, which may be restricted[187]. Stock and Shareholder Considerations - The company completed $155 million and $176 million of repurchases of Class A common stock under the Repurchase Program during fiscal 2025 and fiscal 2024, respectively[217]. - The board of directors authorized an increase of $500 million to the share repurchase program, allowing for a total of up to $1 billion in Class A common stock repurchases[217]. - The company currently does not have an approved plan to pay dividends on its Class A common stock, focusing instead on using future earnings for debt repayment and growth[216]. - The company may issue additional shares of Class A common stock or other equity securities, which could result in substantial dilution to existing shareholders[211]. - Anti-takeover provisions in the company's Certificate of Incorporation and By-laws may discourage changes in management or control, potentially affecting the market price of Class A common stock[212].

Financial Performance - Revenue for Q1 2026 was $2,500.4 million, a 5.4% increase year-on-year from $2,372.2 million in Q1 2025[3] - Operating income decreased to $118.6 million, representing 4.7% of revenue, down from $168.9 million or 7.1% in the prior year[3] - Non-GAAP operating income was $295.0 million, or 11.8% of revenue, compared to $321.5 million, or 13.6% in Q1 2025[3] - Adjusted EBITDA for the quarter was $348.2 million, with a margin of 13.9%, down from $374.2 million and 15.8% in the previous year[3] - Net income fell to $21.6 million, a 69.3% decrease from $70.3 million in Q1 2025[3] - Non-GAAP diluted earnings per share (EPS) was $2.61, down from $2.79 in the prior year, reflecting a 6.5% decline[3] - Total revenue for the three months ended February 28, 2026, was $2,500,391, representing a 5% increase compared to $2,372,222 for the same period in 2025[30] - Net income for the three months ended February 28, 2026, was $21,589, a decrease of 69% from $70,257 in the same period last year[30] - Operating income fell by 30% to $118,559 compared to $168,867 in the prior year[30] - Non-GAAP operating income for the three months ended February 28, 2026, was $295,023, down from $321,486 in the same period in 2025[32] - Adjusted EBITDA for the three months ended February 28, 2026, was $348,181, compared to $374,207 in the same period last year[32] - For the three months ended February 28, 2026, diluted earnings per share (EPS) was $0.33, a decrease from $1.04 in the same period of 2025[34] - Non-GAAP diluted EPS for the same period was $2.61, down from $2.79 year-over-year[34] Revenue Guidance - The company expects Q2 2026 revenue between $2.460 billion and $2.485 billion, implying constant currency growth of 1.0% to 2.0%[13] - Full year 2026 revenue guidance is set at $10.035 billion to $10.180 billion, indicating constant currency growth of 1.5% to 3.0%[13] - Revenue forecast for the three months ending May 31, 2026, is between $2,460,000 thousand and $2,485,000 thousand, reflecting a growth rate of 1.75% to 2.75%[35] - The fiscal year revenue forecast ranges from $10,035,000 thousand to $10,180,000 thousand, indicating a growth of 2.1% to 3.6%[35] Cash Flow and Dividends - The company anticipates generating approximately $630.0 million to $650.0 million of adjusted free cash flow in fiscal year 2026[10] - A quarterly dividend of $0.36 per share was declared, with a share repurchase of approximately 1 million shares at a cost of $42.0 million in Q1 2026[12] - Net cash used in operating activities was $(83,220) thousand, compared to $1,408 thousand in the prior year[34] - Free cash flow for the three months ended February 28, 2026, was $(137,122) thousand, significantly lower than $(49,210) thousand in 2025[34] Sector Performance - Revenue from the Banking, Financial Services, and Insurance sector increased by 15% to $421,605, while Technology and Consumer Electronics revenue decreased by 3% to $635,089[30] Balance Sheet - Total current liabilities increased to $2,575,333 as of February 28, 2026, from $2,196,350 as of November 30, 2025[28] - Cash and cash equivalents decreased to $222,699 as of February 28, 2026, from $327,347 as of November 30, 2025[28] - The company’s total assets decreased to $10,674,622 as of February 28, 2026, from $10,761,086 as of November 30, 2025[28] Other Financial Activities - Acquisition-related, integration, and restructuring expenses for the three months ended February 28, 2026, included costs associated with recent cost reduction initiatives[35] - The company incurred debt extinguishment costs of $600 million related to the early redemption of senior notes due in August 2026[35] - Foreign currency losses for the three months ended February 28, 2026, amounted to $0.20, compared to a gain of $(0.07) in the previous year[34]

Clinical Development and Trial Progress - NGN-401 is advancing towards commercialization as a potential one-time treatment for Rett Syndrome, with a clear path to registration through a single registrational trial for ages ≥ 3 years[9]. - 100% of participants in the Embolden trial have been enrolled, with over 50% dosed, and complete dosing is on track for Q2 2026[10]. - The trial includes pediatric participants aged 4-10 and those aged 11 and older, focusing on safety, tolerability, and efficacy of NGN-401[28]. - The Embolden trial is designed as a single registrational trial, enrolling 20 participants, with a primary endpoint based on a responder-based composite endpoint defined as CGI-I of ≤ 3 and gain from baseline of any one developmental milestone[48]. - The company plans to present 12+ months of Phase 1/2 data for all participants in mid-2026, further supporting the clinical evidence for NGN-401[11]. - The expected completion of the Process Performance Qualification (PPQ) campaign is planned to begin in mid-2026, enhancing the company's manufacturing capabilities[11]. - The anticipated timeline for starting the PPQ campaign and additional commercial-readiness activities is also set for mid-2026[67]. Efficacy and Patient Outcomes - Interim Phase 1/2 data shows that 100% of participants demonstrated functional improvements across core disease domains, with a total of 35 developmental milestones gained[35]. - NGN-401 treatment resulted in significant improvements across multiple developmental milestones, with 31 milestones achieved in fine motor/hand function, 26 in expressive and receptive communication, and 14 in gross motor/ambulation over a 12-month period[39]. - Patient 3 gained 6 developmental milestones across all core domains with durability out to 18 months post-treatment with NGN-401[75]. - Patient 4 achieved 4 developmental milestones across 2 core domains with durability out to 15 months post-treatment with NGN-401[77]. - Patient 8 gained 3 developmental milestones across 2 core domains at an early timepoint post-treatment with NGN-401[82]. - Patient 7 demonstrated a significant improvement by using a spoon/fork to eat without assistance post-treatment with NGN-401[80]. - Patient 3 showed improvements in fine motor skills, including the ability to transfer objects from one hand to the other post-treatment[75]. - Patient 4 was able to follow commands without gestures post-treatment, indicating progress in communication skills[77]. - Patient 8 followed commands with gestures and began using words with meaning post-treatment, reflecting advancements in communication[82]. - The improvements in developmental milestones suggest potential long-term benefits of NGN-401 treatment for patients[75][77][82]. Market Potential and Regulatory Status - The market opportunity for disease-modifying gene therapy for Rett Syndrome is estimated to be multi-billion dollars, with approximately 15,000 - 20,000 patients in the US, EU, and UK[16]. - NGN-401 has received FDA Breakthrough Therapy designation, along with other regulatory designations, positioning the company for significant value inflection in 2026[10]. - Payor research indicates strong reimbursement potential for NGN-401, with separate payment structures allowing hospitals to secure reimbursement without inpatient bundling constraints[59]. - The company is positioned for leadership in the Rett syndrome market, with anticipated milestones including the completion of dosing in the Embolden trial expected by 2Q'26 and a BLA submission following data readout[66]. Caregiver Insights and Treatment Priorities - Caregivers have highlighted the importance of improvements in fine motor/hand function, communication, and gross motor/ambulation as priorities for treatment[36]. - Caregiver testimonials highlighted substantial improvements in daily living activities, including enhanced communication and reduced physical burden on caregivers[43]. Manufacturing and Delivery Method - The ICV delivery method of NGN-401 has shown greater targeting of brain regions compared to IT-L, with an estimated 30,000 procedures performed annually in the U.S.[22]. - The company has established a 42,000 sq ft manufacturing facility in Houston, ensuring in-house AAV manufacturing capabilities to support commercial readiness[61].

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FOR IMMEDIATE RELEASE Core & Main Announces Fiscal 2025 Fourth Quarter and Full-Year Results ST. LOUIS, March 24, 2026—Core & Main, Inc. (NYSE: CNM) ("Core & Main"), a leading specialty distributor dedicated to advancing reliable infrastructure with local service, nationwide, today announced financial results for the fourth quarter and fiscal year ended February 1, 2026 ("fiscal 2025"). The fourth quarter and fiscal year ended February 1, 2026 represents 13- and 52-week periods, respectively, compared with ...