Financial Performance - Net sales for the three months ended February 28, 2026, increased to $1,873.9 million, up 16.7% from $1,605.5 million in the same period of 2025[11] - Gross profit rose to $708.9 million, representing a 17.3% increase compared to $604.0 million in the prior year[11] - Net income attributable to McCormick & Company surged to $1,016.2 million, a significant increase from $162.3 million in the same quarter of 2025[11] - Earnings per share (EPS) on a diluted basis reached $3.77, compared to $0.60 in the previous year, reflecting a substantial growth[11] - The company reported a total comprehensive income of $1,270.3 million for the three months ended February 28, 2026, compared to $129.8 million in the same period of 2025[12] - Operating income excluding special charges for the same period was $267.6 million, compared to $225.2 million in the prior year, reflecting an increase of 18.8%[91] - The Consumer segment generated net sales of $1,145.0 million, while the Flavor Solutions segment contributed $728.9 million, indicating strong performance across both segments[91] Assets and Liabilities - Total assets increased to $16,346.3 million as of February 28, 2026, up from $13,200.4 million at the end of November 2025[15] - The company’s total liabilities increased to $8,790.2 million from $7,432.3 million in the previous quarter[15] - Cash and cash equivalents at the end of the period were $177.7 million, an increase from $95.9 million at the beginning of the period[17] - As of February 28, 2026, amounts due to suppliers participating in the Supply Chain Financing program were approximately $484.3 million, up from $332.1 million as of November 30, 2025[27] Acquisitions and Investments - The acquisition of an additional 25% ownership interest in McCormick de Mexico was completed for a purchase price of $750 million, increasing total ownership to 75%[34] - The total consideration for the acquisition of McCormick de Mexico was $1,751.3 million, which includes cash paid, fair value of previously held equity interest, and effective settlement of preexisting amounts[37] - The acquisition resulted in a pre-tax and after-tax gain of $866.8 million recognized in income from unconsolidated operations due to the remeasurement of the previously held 50% ownership interest[36] - The fair value of intangible assets acquired in the McCormick de Mexico acquisition includes a reacquired right valued at $1,470.0 million and customer relationships valued at $130.0 million[39] - Goodwill from the McCormick de Mexico acquisition, representing expected synergies and future growth opportunities, is valued at $942 million and is not deductible for tax purposes[40] Special Charges and Expenses - The company incurred special charges of $25.1 million during the quarter, which were not present in the same quarter of the previous year[11] - Special charges for the three months ended February 28, 2026, totaled $40.1 million, including $25.1 million in special charges and $15.0 million related to inventory step-up recognized in cost of goods sold[49] - The company recorded $16.2 million in employee severance and related benefit costs during the three months ended February 28, 2026, as part of global selling, general and administrative streamlining actions[52] - Transaction and integration expenses amounted to $22.9 million for the three months ended February 28, 2026, related to the acquisition of McCormick de Mexico, including $15.0 million for acquired inventory and $7.9 million in transaction costs[54] Financing Activities - The company issued $500 million in unsecured senior notes with a 4.150% interest rate due in 2029, with net proceeds of $497.1 million used to repay a portion of existing notes[56] - The company entered into a 364-day $500 million revolving credit facility in January 2026, with a current pricing of Term SOFR plus 1.125%[55] - The company entered into a Bridge Commitment Letter for a senior unsecured 364-day bridge term loan credit facility of up to $15.7 billion to fund the proposed transaction under the Merger Agreement[99] - The company plans to seek permanent financing in the form of senior unsecured notes and/or term loans prior to the closing of the Merger[101] Foreign Currency and Risk Management - The total notional amount of outstanding foreign currency exchange contracts was $1,121.5 million, up from $1,018.2 million as of November 30, 2025[59] - The company is exposed to foreign currency fluctuations and may enter into forward contracts and currency swaps to mitigate risks[58] - The company utilizes commodity contracts to manage price risk for soybean oil, hedging a portion of anticipated consumption for periods of up to 24 months[64] - The company recorded a net loss of $2.7 million from foreign exchange contracts not designated as hedging instruments for the three months ended February 28, 2026[59] Shareholder Information - The company paid cash dividends of $0.48 per share, up from $0.45 per share in the same quarter of the previous year[11] - As of February 28, 2026, $403 million remains available under the $600 million share repurchase program authorized in November 2019[9] - The number of outstanding stock options at the end of the period was 5.3 million, with a weighted average exercise price of $75.03, compared to 5.9 million options at a price of $72.65 in 2025[81] - The company granted 608,000 RSUs with a grant-date fair value of $63.62 during the three months ended February 28, 2026, compared to 523,000 RSUs at $74.74 in 2025[82] Merger Agreement - A merger agreement with Unilever Foods was entered into on March 31, 2026, which is expected to create a global flavor leader in high-growth categories[94] - Under the merger agreement, Unilever shareholders are expected to own approximately 55.1% of the combined company, while McCormick's current shareholders will own about 35.0%[95] - The proposed transaction includes a one-time cash payment of $15.7 billion to Unilever, subject to adjustments[95] - The proposed merger is subject to customary closing conditions, including shareholder approval and antitrust approvals[96]

Business Operations and Strategy - The company has not commenced any operations as of December 31, 2025, and will not generate operating revenues until after completing a business combination[22]. - The company intends to focus on identifying target businesses primarily in North America and Europe with strong growth potential and formidable barriers to entry[27]. - The management team is positioned to identify attractive business combination opportunities with compelling industry dynamics and transformational growth potential[41]. - The company aims to enhance value through operational improvements, capital structure optimization, and technology adoption[30]. - The company aims to complete its initial business combination with a target business that has a fair market value equal to at least 80% of the net assets held in the trust account[52]. - The acquisition criteria include targeting companies with a track record of creating and growing multi-billion dollar platforms in public markets[45]. - The company seeks to acquire businesses that exhibit unrecognized value and have a need for capital to achieve their growth strategy[45]. - The management team has extensive experience in mergers and acquisitions, enhancing management teams transitioning from private to public markets[45]. - The company may pursue business combinations with affiliated entities, provided an independent opinion confirms the fairness of the transaction[58]. Financial Position and Funding - As of December 31, 2025, the company has $1,061,576 available for a business combination, providing options for liquidity events, capital for growth, or debt reduction[66]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available or if significant public shares are redeemed[69]. - The company has not secured third-party financing and there is no assurance that it will be available[66]. - The company intends to effectuate its initial business combination using cash from the initial public offering proceeds, equity, debt, or a combination thereof[67]. - The company has cash of $60,829 held outside the trust account to cover potential claims, with estimated liquidation costs not exceeding $100,000[114]. - The company may incur substantial debt to complete a business combination, which could negatively impact its leverage and financial condition[178]. - The net proceeds from the initial public offering and the sale of private placement warrants provided the company with up to $998,775,000 for completing its initial business combination[179]. Shareholder Rights and Redemption - The company will provide public shareholders with the opportunity to redeem their Class A ordinary shares at a per-share price equal to the aggregate amount in the trust account, including interest, divided by the number of outstanding public shares[89]. - If the cash consideration required for redemptions exceeds the available cash, the company will not complete the business combination or redeem any shares[90]. - Shareholders are restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent, which aims to prevent large shareholders from blocking business combinations[98]. - The company anticipates that any redemptions will be conducted either in conjunction with a general meeting or by means of a tender offer, based on various factors including timing and legal requirements[91]. - If a tender offer is conducted, it will remain open for at least 20 business days, and the company will not complete the business combination until the expiration of this period[96]. - The company’s sponsor and management team have agreed to waive their redemption rights concerning any founder shares and public shares held by them in connection with the initial business combination[89]. - The company may seek shareholder approval for the business combination, which requires an affirmative vote from a majority of shareholders present at the meeting[94]. - The company will not proceed with redemptions if the business combination does not close, even if a public shareholder has elected to redeem their shares[89]. - Public shareholders must tender their shares or deliver them electronically to exercise redemption rights, with a deadline of two business days prior to the scheduled vote on the business combination[100]. Regulatory and Compliance Issues - The company is required to evaluate internal control procedures for the fiscal year ending December 31, 2025, as mandated by the Sarbanes-Oxley Act[122]. - The company has registered its units, Class A ordinary shares, and warrants under the Exchange Act, with obligations to file periodic reports[120]. - The company has taken steps to avoid being deemed an investment company under the Investment Company Act, which would impose additional regulatory burdens[186]. - The company is incorporated under the laws of the Cayman Islands, which may complicate the enforcement of U.S. judgments against its directors or officers[213]. - The company may face difficulties in protecting shareholder interests due to its governance structure and the legal framework of the Cayman Islands[217]. Market Conditions and Competition - The number of blank check companies seeking business combinations has increased, intensifying competition for target businesses[117]. - The company faces intense competition from other entities seeking business combination opportunities, which may limit its ability to find suitable targets[144]. - The number of SPACs evaluating targets has increased, making attractive targets scarcer and potentially increasing costs for initial business combinations[140]. - The ability of public shareholders to redeem shares for cash may deter potential business combination targets, complicating acquisition efforts[130]. Risks and Uncertainties - The time and costs associated with identifying and evaluating target businesses are currently uncertain, which may lead to losses if a combination is not completed[57]. - The company may face significant write-downs or charges post-business combination, potentially impacting financial condition and share value[148]. - Trust account funds may be reduced due to third-party claims, leading to a per-share redemption amount of less than $10.00[149]. - The company has not verified the sponsor's ability to satisfy indemnification obligations, risking a reduction in trust account funds below $10.00 per share[151]. - Changes in the market for directors and officers liability insurance have made it more difficult and expensive to negotiate initial business combinations[154]. - If bankruptcy occurs after distributing trust account proceeds, shareholders may face recovery claims, impacting their received amounts[155]. Business Combination Structure - The company may structure its business combination to acquire less than 100% of the target business, ensuring it maintains a controlling interest[54]. - The company may enter into negotiations with target businesses that have leverage due to the impending Termination Date[134]. - The company may enter into an initial business combination with a target that does not meet its established criteria and guidelines, potentially affecting the success of the combination[162]. - The company is not required to obtain an independent opinion on the fairness of the price paid for the target business, relying instead on the judgment of its board of directors[163]. - The company may incur substantial costs in investigating and negotiating with target businesses, which may not be recoverable if a business combination is not completed[166]. Share Structure and Dilution - The company has authorized the issuance of up to 600,000,000 Class A ordinary shares and 60,000,000 Class B ordinary shares, with 574,410,520 Class A and 59,625,000 Class B shares available for issuance as of the report date[194]. - The founder shares will convert into Class A ordinary shares at a ratio ensuring they equal 20% of the total number of ordinary shares issued and outstanding upon completion of the initial public offering[197]. - The company may issue additional Class A ordinary shares or preference shares to complete its initial business combination, which could dilute existing shareholders' interests[193]. - The potential issuance of a substantial number of additional Class A ordinary shares upon warrant exercise could make the company a less attractive acquisition vehicle[209]. - The company may amend the terms of the warrants with the approval of at least 50% of the then-outstanding public warrants, which could adversely affect holders[201].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ 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 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 20 ...

Technology and Innovation - Aqua Metals has developed its proprietary AquaRefining process for metals recycling, initially focusing on lead-acid batteries and expanding to lithium-ion battery recycling since 2021[18]. - The company demonstrated recovery of lithium, nickel, cobalt, copper, and manganese from lithium-ion battery black mass during 2022 and 2023, utilizing an electricity-based process[19]. - Aqua Metals' AquaRefining process aims to produce higher yields of higher purity metals compared to primary smelters, enhancing the value of recovered materials[53]. - The company is focused on advancing its technology to recover lithium hydroxide or lithium carbonate, copper, nickel, and cobalt for sale into battery supply chains or commodities markets[59]. - Aqua Metals is evaluating additional feedstocks and applications for its technology, including polymetallic nodules and other critical minerals, to assess technical and economic feasibility[22]. - The company has operated its Li AquaRefining pilot plant since 2023, demonstrating recovery of key battery minerals and advancing product quality and commercial readiness[60]. - The company aims to recover copper, lithium hydroxide, nickel, and cobalt from lithium-ion battery 'black mass' at its Innovation Center[158]. - Aqua Metals has established an Innovation Center focused on lithium-ion battery recycling research and development[157]. - The company has filed a provisional patent for recovering high-value metals from recycled lithium-ion batteries to complement existing patents for AquaRefining[94]. - The company currently holds 4 US patents and 1 international patent for recycling various battery chemistries, with 24 US and foreign patent applications pending[67]. Market and Industry Trends - The global demand for lithium-ion batteries is projected to grow from approximately 2 terawatt-hours (TWh) in 2025 to around 4.2 TWh by 2030, with electric vehicles expected to represent about 85% of this demand by 2035[34]. - The global battery energy storage systems (BESS) market is expected to grow at an annual rate of approximately 50% through 2030, potentially reaching between 500 and 700 gigawatt-hours (GWh) by that time[37]. - The company’s lithium-ion battery recycling market is considered a nascent industry, with no predominant technology currently displacing its Li AquaRefining process[65]. - The market price of battery metals is volatile and influenced by global economic conditions, impacting demand for recyclable batteries[108]. - The company is pursuing growth opportunities in international markets, which will require significant management attention and financial resources[113]. Financial Performance and Projections - The company generated a total of $11.7 million in revenue from inception through December 31, 2025, primarily from lead compounds and plastics, with approximately $310,000 derived after January 1, 2020[82]. - The company has a working capital of $8,977,000 and total cash of $10,810,000 as of December 31, 2025[84]. - Total operating expenses for the year ended December 31, 2025, were $23,331,000, a decrease of 2% compared to $23,847,000 in 2024[169]. - Plant operations costs decreased by approximately $4,806,000 or 67% in 2025, primarily due to a reduction in payroll and related fees[170]. - Research and development costs decreased by approximately $262,000 or 17% in 2025, reflecting a focus on improving proprietary technology for battery recycling[171]. - Interest expense increased to $667,000 in 2025 from $574,000 in 2024, partly due to charges associated with a bridge loan[177]. - Interest and other income rose to $913,000 in 2025, an increase of 143% from $376,000 in 2024, primarily due to a payroll tax employee retention credit[178]. - As of December 31, 2025, total assets were $19,706,000, with working capital of $8,977,000[180]. - Net cash used in operating activities was $10,253,000 in 2025, a decrease from $13,632,000 in 2024[181]. - The company anticipates requiring additional capital to fund ongoing costs and advance its business strategy, with substantial doubt about its ability to continue as a going concern[186][187]. Strategic Partnerships and Acquisitions - The company has entered into a non-binding term sheet to acquire Lion Energy, LLC, with total consideration not exceeding $94.9 million, including $4.1 million in cash and approximately $25.8 million in common stock[86]. - The company aims to expand its participation in energy storage systems and battery cell production through the proposed acquisition of Lion Energy[62]. - The company entered into an MOU with Impossible Metals Inc. to explore a domestic supply chain for critical minerals from deep-sea nodules[162]. - The company is in discussions to acquire Lion Energy, LLC, to expand its participation in energy storage systems[166]. Risks and Challenges - The company faces substantial doubt about its ability to continue as a going concern within one year after the issuance of its financial statements[85]. - The company is subject to a claim that could have a material adverse effect on its financial condition, with potential litigation costs amounting to approximately $3.5 million[91]. - The company faces risks related to the potential misappropriation of its intellectual property and the adequacy of its protections against such risks[102]. - The company faces increased security risks related to cloud-based information systems, necessitating additional resources for protection[107]. - Geopolitical tensions and macroeconomic factors, including inflation and supply chain disruptions, could adversely affect the company's financial condition and operations[108]. - The company has not yet entered into a commercial license for its AquaRefining technology or developed a commercial scale lithium-ion recycling facility[87]. - The company has produced limited quantities of AquaRefined metals and has not yet achieved significant commercial production[97]. - The company intends to develop a commercial scale lithium-ion battery recycling facility, contingent upon obtaining the necessary capital[92]. - The company has no existing licensing arrangements or joint ventures in place as of the report date, which could adversely affect its business strategy[95]. - Future sales of substantial amounts of common stock could negatively impact the market price of the company's shares[128]. - The company's bylaws may inhibit favorable takeover transactions, potentially reducing the price of its common stock[130]. Stock and Shareholder Information - The market price of the company's common stock has fluctuated between $3.46 and $29.62 from January 1, 2025, to March 24, 2026[122]. - The company may face increased risks of securities class action litigation, particularly following stock price declines[126]. - The company has never declared or paid cash dividends, intending to retain earnings for business expansion[146]. - The Company has established a sequencing policy for issuing shares under its stock incentive plan, prioritizing grants with the earliest inception date[201].

Financial Performance - The Company reported total revenues of $27,023,651 for the year ended December 31, 2025, representing a 271% increase from $7,280,885 in 2024[179]. - The gross margin for 2025 was $7,877,709, compared to $469,215 in 2024, indicating significant improvement in profitability[179]. - Revenues for the year ended December 31, 2025, were $27,023,651, a 271% increase from $7,280,885 in 2024[188]. - Gross margin improved to $7,877,709 in 2025, a 1,579% increase from $469,215 in 2024, primarily due to revenue recognized from the AMA with New APR[188]. - Total operating expenses increased to $17,640,587 in 2025, a 54% rise from $11,452,741 in 2024, driven by a 100% increase in general and administration costs[189]. - The net loss decreased to $9,835,031 in 2025 from $10,764,457 in 2024, with net loss per share improving to $0.64 from $1.39[193]. Revenue Sources - Revenue from services and consulting related parties surged by 2,326% to $22,356,843 in 2025, driven by the Asset Management Agreement with New APR[180]. - The Company began recognizing $56,000 in revenue from its first Edge Data Center, which became operational in the second quarter of 2025[181]. - The Company expects services revenue from hosting and technology solutions to increase throughout 2026, driven by additional Edge Data Center deployments[182]. Cost and Expenses - The cost of revenues increased by 181% to $19,145,942 in 2025, primarily due to the implementation of new systems and support for the Asset Management Agreement[183]. - Cash used in operating activities was $13,748,223 in 2025, compared to $3,488,687 in 2024, reflecting increased accounts receivable[195]. - Total operating expenses increased to $17,640,587 in 2025, a 54% rise from $11,452,741 in 2024, driven by a 100% increase in general and administration costs[189]. Financing and Cash Flow - Net cash provided by financing activities was $46,688,761 in 2025, significantly up from $9,154,439 in 2024, primarily due to a public offering of common stock[197]. - The company raised approximately $37.1 million from a public offering of common stock in August 2025, enhancing its financial position for strategic initiatives[200]. - The company had a cash balance of $15,472,229 and accounts receivable of $6,034,442 as of December 31, 2025[194]. - The accumulated deficit as of December 31, 2025, was $84,203,040, with a working capital surplus of $11,986,673[199]. - The company continues to focus on revenue diversification and expects to maintain sufficient working capital to meet obligations over the next twelve months[201]. Investments and Assets - The Company holds a 5% interest in Sawgrass Parent, classified as an Equity Method Investment due to significant influence, but does not consolidate it as the primary beneficiary[209]. - The initial carrying value of the investment in Sawgrass Parent was recorded at $7.2 million, with deferred revenue of the same amount for future services under the AMA[210]. - The Company recorded an intangible asset valued at $11,161,428 in May 2024, representing non-monetary consideration under a 5-year customer contract for maintenance services[215]. - During the year ended December 31, 2025, the Company recognized an impairment loss of $8,130,461 on the CN Digital Image License, reducing its carrying amount to zero due to negligible future cash flows[223]. - The Company applies the HLBV method to reflect its claim on net assets in Sawgrass Parent, which indicates no earnings allocation until the MOIC Threshold is met[212]. - The Company recorded $199,008 of deferred revenue related to a completed pilot program, with the remaining deferred revenue recognized over the 5-year contract term[217]. Stock-Based Compensation - Stock-based compensation is measured based on estimated fair values and amortized over the requisite service periods, following ASC 718-10 guidelines[224]. - The Company assesses its equity method investment for impairment whenever events indicate that the carrying amount may not be recoverable, with no impairment losses recognized during the year ended December 31, 2025[214]. - The fair value of the intangible asset was determined based on the standalone selling price of services to be provided, as the fair value of the data rights could not be reasonably estimated[216]. - The Company estimates volatility for stock options based on historical stock prices and uses the simplified method for expected terms for employees and directors[226]. Strategic Initiatives - The Company plans to scale its Edge Data Center deployments to meet increasing demand for distributed computing and AI workloads, targeting enterprise customers and public sector organizations[169]. - The Company is transitioning to recurring revenue models, expanding hosting services and software-based offerings to enhance revenue stability[165]. - The Company continues to invest in proprietary AI technologies, including machine learning and predictive analytics, to improve system performance and automation[164]. - The Company anticipates that localized computing infrastructure will play a crucial role in supporting next-generation applications, although growth may be impacted by adoption rates and competitive factors[170].

Medicare Enrollment Trends - GoHealth's Medicare enrollment is projected to grow from approximately 63 million individuals in 2020 to about 93 million individuals by 2060, reflecting a significant demographic trend [35]. - In 2025, 54% of Medicare beneficiaries, or approximately 34 million people, were enrolled in Medicare Advantage plans, up from 42% in 2020 [35]. - The Medicare-eligible population is expected to increase significantly, with the U.S. Census Bureau projecting that those aged 65 and older will grow from 17% of the population in 2020 to nearly 25% by 2060 [42]. - The Congressional Budget Office projects that the share of Medicare beneficiaries enrolled in Medicare Advantage plans will rise to 64% by 2034 [43]. Company Strategy and Operations - The company has observed a shift in the Medicare Advantage landscape, with health plans tightening plan economics and focusing on retention rather than broad enrollment growth [41]. - GoHealth's proprietary technology platform utilizes AI and machine-learning algorithms to enhance the consumer experience and streamline the enrollment process [31]. - The company has reduced its Medicare Advantage activities for the 2025 AEP season, focusing instead on cash preservation and retaining existing customers [45]. - GoHealth's health plan partners include major brands such as United, Humana, Elevance, Aetna, and Centene, contributing to strong health plan retention rates [47]. - The company has established a "Transformation Committee" to explore strategic alternatives, including mergers and acquisitions, to improve financial flexibility and shareholder value [46]. - The company has enrolled over 10 million people in Medicare plans, showcasing its significant market presence [55]. Technology and Innovation - GoHealth's technology culture emphasizes continuous improvement in consumer experience, leveraging data to optimize the consumer journey and enhance unit economics [52]. - The proprietary LeadScore technology predicts the expected lifetime value (LTV) of incoming consumer leads, optimizing the sales process [57]. - The company utilizes an Automated Call Routing system to connect valuable online consumer leads to agents with minimal wait time [57]. - The company has developed a Retention Model using machine-learning technology to identify consumers in need of engagement, enhancing customer satisfaction [57]. Regulatory Compliance - Compliance with various federal and state regulations is critical, as the company is subject to laws governing the marketing and sale of insurance products [58]. - The company is licensed to operate in all 50 U.S. states and the District of Columbia, ensuring adherence to state-specific insurance regulations [58]. - The company has incurred significant costs to comply with evolving privacy and security laws, including the California Consumer Privacy Act (CCPA) [63]. - New York's cybersecurity regulation requires the company to maintain a cybersecurity program to protect consumer data, reflecting the industry's regulatory landscape [65]. - Regulatory changes in 2025 restricted enrollment for dual-eligible beneficiaries, contributing to a decrease in Medicare plan submissions in the second and third quarters compared to 2024 [71]. - Compliance with numerous state laws and regulations is critical, and failure to comply could result in significant liabilities and loss of business [102]. Financial Performance and Risks - The company faces increased competition for referrals from third-party lead referral companies, particularly during Medicare enrollment periods, which could harm business results [93]. - The company is vulnerable to changes in commission rates from health plan partners, which could adversely impact revenue due to reliance on a small number of partners [90]. - The company’s revenue is significantly affected by the commission structures set by health plan partners, which are subject to change with little notice [90]. - The company may require additional capital for operations and growth, and failure to secure financing could adversely affect business objectives and financial condition [142]. - The company may not generate sufficient cash flow from operations to repay its indebtedness when due, which could limit its ability to fund capital expenditures and growth strategies [188]. Market Competition - The company faces competition from various distribution models, including government-run exchanges and independent agents, which may affect its market position [70]. - The competitive landscape includes government-run exchanges and other companies, which may increase marketing costs and reduce revenue [161]. - The company relies heavily on paid advertisements for consumer acquisition, and increased competition could raise advertising costs, affecting the ability to attract consumers [147]. Human Resources and Workforce - As of December 31, 2025, GoHealth employed 850 employees, with 756 in the U.S. and 94 in Slovakia, and issued WARN notices to approximately 487 employees due to a reduction in force [72]. - The company employs a structured bonus program for agents, incentivizing productivity and improving consumer satisfaction [56]. - The loss of key management or failure to attract qualified employees could materially affect the company's operations and financial condition [112]. Corporate Governance and Control - The Founders and Centerbridge control approximately 54.8% of the voting power, allowing them significant influence over corporate decisions [217]. - The concentration of voting power may adversely affect the price of the company's Class A common stock and could prevent stockholders from receiving a premium for their shares [218]. - The company is classified as a "controlled company" under Nasdaq Rules, with NVX Holdings and Centerbridge holding over 50% of voting power [220]. - The company does not plan to pay regular cash dividends on its Class A common stock, making returns dependent solely on stock price appreciation [228]. Product Development - In 2025, GoHealth launched GoHealth Protect, expanding its offerings beyond Medicare-related insurance products, including life insurance [67]. - The introduction of new products like GoHealth Protect is subject to regulatory scrutiny and market acceptance, which poses risks to anticipated revenue [136]. Data Security and Privacy - The company must comply with privacy and data protection laws, with potential penalties for non-compliance that could adversely impact business operations [118]. - The HITECH Act imposes strict penalties for breaches of health information security, with fines ranging from $100 to $1.5 million per violation category, which could materially affect the company [120]. - The Cybersecurity Model Law has been adopted by 26 states, imposing new regulatory burdens on data security for insurance licensees, which could affect the company's operations [124]. Financial Obligations and Debt - As of December 31, 2025, the principal amount of debt outstanding under the Credit Facilities was $688.5 million, with cash and cash equivalents totaling $32.9 million [186]. - Management has implemented various operational initiatives and cost-saving measures to maintain compliance with debt covenants, while exploring strategic alternatives such as refinancings and mergers [187]. - The terms of the Credit Facilities restrict the company from engaging in specified transactions, which could lead to defaults and adversely affect liquidity and financial condition [190].

Revenue and Profitability - Total revenues for Q4 2025 were $1.9 million, a slight increase from $1.8 million in Q4 2024, driven by higher product sales and grants revenue[4] - Gross profit margin improved to 24.2% in Q4 2025, up from 15.8% in Q4 2024, reflecting a better product mix[4] - Total revenue for the year ended December 31, 2025, was $4,793,942, a decrease of 9.3% compared to $5,286,229 in 2024[24] - The company reported a total comprehensive loss attributable to Nuvve Holding Corp. of $30,831,004 for the year ended December 31, 2025[26] Expenses and Losses - Cash operating losses decreased to $1.5 million in Q4 2025, down from $4.9 million in Q4 2024[4] - Selling, general and administrative expenses were reduced by 40.9% to $3.0 million in Q4 2025, compared to $5.1 million in Q4 2024[8] - Research and development expenses increased by 12.1% to $0.7 million in Q4 2025, up from $0.8 million in Q4 2024[9] - Net loss for Q4 2025 was $6.3 million, an increase of 23.7% from $5.1 million in Q4 2024[11] - The net loss attributable to Nuvve Holding Corp. for the year ended December 31, 2025, was $30,822,551, compared to a net loss of $17,397,603 in 2024, representing a 77.5% increase in losses[24] - Operating expenses for the year ended December 31, 2025, totaled $36,974,022, an increase of 43.5% from $25,746,660 in 2024[24] - The company reported a net loss of $31,548,988 for the year ended December 31, 2025, compared to a net loss of $17,426,412 in 2024, indicating a significant increase in losses[28] Assets and Liabilities - Total current assets increased to $11,034,514 as of December 31, 2025, compared to $9,275,117 in 2024, reflecting a growth of 18.9%[22] - Total liabilities decreased to $14,862,538 as of December 31, 2025, from $18,087,459 in 2024, a reduction of 17.5%[22] - Cash and cash equivalents were not explicitly stated but are part of the total assets of $17,393,081 as of December 31, 2025[22] Cash Flow and Financing - Net cash used in operating activities was $16,627,127 in 2025, slightly higher than the $15,734,334 used in 2024[28] - The company generated $21,196,561 in net cash from financing activities in 2025, up from $14,462,917 in 2024, reflecting increased financing efforts[28] - Cash and restricted cash at the end of 2025 totaled $5,787,250, a substantial increase from $691,497 at the beginning of the year[28] - Proceeds from the issuance of common stock offerings, including pre-funded warrants, amounted to $5,509,874 in 2025, compared to $8,502,086 in 2024[28] - The company recorded a conversion of notes and accrued interest to common shares valued at $8,903,712 in 2025[28] Inventory and Impairment - Inventory impairment charge of $3.47 million was recognized due to non-conforming 125 kW V2G DC Chargers[7] - The company reported an inventory impairment loss of $3,469,895 for the year ended December 31, 2025[24] - The company incurred an inventory impairment loss of $3,469,895 in 2025, which was not present in 2024[28] Future Strategy - Future business strategy focuses on stationary storage aggregation services, with an increased pipeline and backlog anticipated[3] Management Metrics - Megawatts under management increased by 7.2% from Q3 2025 to 28.3 megawatts, but decreased by 7.8% compared to Q4 2024[14] - The weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders was 407,435 for the year ended December 31, 2025[24] - The company incurred a net interest expense of $1,955,781 for the year ended December 31, 2025[24] - Cash paid for interest increased to $1,654,799 in 2025 from $563,345 in 2024, indicating higher borrowing costs[28] - The company reported a fair value of warrants issued for cryptocurrency strategy consulting services amounting to $8,194,000 in 2025[28]

Financial Overview - The fiscal year ends on December 31st, with quarterly results reported for March 31st, June 30th, September 30th, and December 31st[31]. - Total revenues for 2025 reached $45,751,000, a 15.6% increase from $39,553,000 in 2024 and a 48.6% increase from $30,784,000 in 2023[173]. - Total oil production in 2025 was 672,924 Bbls, up 36.6% from 492,396 Bbls in 2024 and 76.0% from 382,794 Bbls in 2023[173]. - The average production cost per Boe in 2025 was $11.62, an increase from $10.36 in 2024 and $8.98 in 2023[173]. - For the year ended December 31, 2025, the Company incurred $239.2 million in capital additions, with $204.6 million related to Mergers and $34.0 million for completion operations[194]. Capital Expenditures and Financing - The company plans to allocate estimated capital expenditures for 2026 between $16 million to $20 million, with approximately $10 million to $13 million for optimization projects on newly acquired assets[105]. - The company has an initial borrowing base of $120 million and a maximum revolving credit amount of $250 million, with $98 million drawn down to date[109]. - The Amended and Restated Credit Agreement has a maturity date of October 31, 2029, with an initial borrowing base of $120 million and a maximum revolving credit amount of $250 million[118]. - The Company drew $87 million under the A&R Credit Agreement, with an additional $6 million and $5 million borrowed in January and February 2026, respectively, totaling $98 million outstanding[120]. - The PIPE Financing raised $35 million in net proceeds, used to pay off certain liabilities of the Acquired Companies and expenses related to the Mergers[121]. Production and Operations - The company aims to grow production, cash flow, and reserves by developing its operated drilling inventory and participating in non-operated projects, leveraging its extensive inventory in key basins[106]. - The company plans to apply modern drilling and completion techniques to historically underdeveloped properties, enhancing production efficiency[106]. - The company serves as operator of 74 gross (66.9 net) wells in the D-J Basin and 140 gross (134.1 net) wells in the Powder River Basin, totaling 184 gross (79.4 net) wells in the D-J Basin and 156 gross (135.4 net) wells in the Powder River Basin as of December 31, 2025[149][158]. - The company drilled 36 productive development wells in 2025, compared to 27 in 2024 and 8 in 2023[182]. - The Company completed 32 wells in Q4 2025 and early Q1 2026, expected to drive near-term production increases[193]. Reserves and Acreage - As of December 31, 2025, the company's total estimated proved reserves were 32.1 million Boe, including 27.3 million Bbls of crude oil and NGL reserves[184]. - The company held approximately 99,561 net acres in the D-J Basin and 201,886 net acres in the Powder River Basin, with 14,105 net acres in the Permian Basin[99][101]. - The D-J Basin Asset could contain up to 450 potential gross well locations, the Powder River Basin Asset could contain up to 455 potential gross well locations, and the Permian Basin Asset could contain up to 155 potential gross well locations, totaling over 1,000 gross locations[138]. - The company plans to opportunistically seek additional acreage in the D-J Basin, Powder River Basin, and Northwest Shelf of the Permian Basin to enhance its resource base[144]. - The company has approximately 14,550 net acres in the Chaveroo and Chaveroo NE Fields, presenting opportunities for infill horizontal drilling[172]. Market and Competition - The company notes the importance of competition in the oil and natural gas industry as a factor influencing future performance[35]. - The Company faces competition from larger oil and gas companies with greater financial resources, impacting its ability to acquire properties and conduct operations[127]. - Sales to two customers comprised 26% and 22% of the company's total oil and gas revenues for the year ended December 31, 2025, indicating a reliance on a limited customer base[139]. - One individual operator accounted for more than 10% of total production revenues, representing approximately 30% of total production sales for the year ended December 31, 2025[140]. Environmental Regulations - The report highlights the significance of environmental regulations and their potential impact on operations and costs[35]. - The company is subject to various federal, state, and local environmental regulations that impact operations and costs, particularly in crude oil and natural gas exploration and production[216]. - In January 2025, the EPA's Methane Emissions Reduction Program will impose a fee of $900 per ton emitted over annual methane emissions thresholds, increasing to $1,200 in 2025 and $1,500 in 2026[219]. - Colorado's AQCC has mandated a 20% reduction in GHG emissions by 2030 for 18 of the highest emitting manufacturers, including those in the oil and gas sector, compared to 2015 levels[225]. - New Mexico's rule requires operators to capture at least 98% of produced natural gas by December 31, 2026, with additional reporting requirements for flared and vented gas[226]. Risk Factors - The company emphasizes the importance of understanding risks that could cause actual results to differ materially from expectations, including economic conditions and regulatory developments[35]. - The company acknowledges the ongoing geopolitical conflicts that may affect oil and gas production and pricing[35]. - The company has not independently verified the market research and analyst reports referenced, which may impact the reliability of the information presented[30]. - The company faces potential costs related to the remediation of environmental damages from previous owners of acquired oil and gas properties[217]. - Future implementation and enforcement of environmental regulations remain uncertain due to potential legislative changes and executive orders[218]. Strategic Initiatives - The company discusses the potential for future production of oil and natural gas, including the timing and amount of capital expenditures[35]. - The company intends to preserve financial flexibility to pursue both organic and external growth opportunities[106]. - The company is evaluating future development plans for late 2026 and 2027 as it integrates assets acquired in recent mergers[107]. - The Company plans to pursue strategic consolidation opportunities within its core areas, targeting accretive acquisitions[193]. - The Company has retained operational control or formed partnerships to manage capital expenditures and operating costs effectively[106]. Management and Governance - The management team has extensive experience in the oil and gas industry, with key members having over 20 years of relevant experience[135]. - The Series A Preferred Stockholders had no voting rights but were entitled to protective provisions requiring majority approval for significant corporate actions[125]. - The Merger Agreement resulted in the issuance of 10,650,000 shares of Series A Convertible Preferred Stock, which converted into 5,325,000 shares of common stock on February 27, 2026[115]. - The Company issued 17,013,637 shares of Series A Convertible Preferred Stock, which converted into 8,506,818 shares of common stock on February 27, 2026[198].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ 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 No. 001-38392 | Nevada | | 03-0608147 | | --- | --- | --- | | (State or other jurisdiction of incorporation or organization) | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______, 20 ____, to ______, 20_____. Commission File Number 001-41272 HeartCore Enterprises, Inc. (Exact name of registrant as specified in its charter) | Delaware | 87-0913420 | ...