Regulatory Processes - The FDA's 510(k) premarket notification process can be resource-intensive, expensive, and lengthy, impacting the time to market for new medical devices [115]. - Class II medical devices are required to submit a premarket notification under Section 510(k) to request permission for commercial distribution [118]. - The FDA's performance goal for reviewing a 510(k) submission is 90 days, but actual clearance often takes longer due to additional information requests [128]. - If a device is deemed "not substantially equivalent," it is classified as Class III, requiring more rigorous PMA approval processes [130]. - The FDA has proposed reforms to the 510(k) clearance process, which may include increased clinical data requirements and longer review periods [132]. - In September 2019, the FDA introduced an optional "safety and performance based" premarket review pathway for certain well-understood device types [133]. - The company may face significant regulatory fines or penalties if modifications to devices require new 510(k) clearance or PMA approval [131]. - Clinical trials for significant risk devices must comply with FDA regulations and require an IDE application, which must be approved before testing [122]. - The FDA may suspend or terminate clinical trials for various reasons, including serious adverse events or protocol non-compliance [125]. - The FDA review process for a PMA application generally takes between one and three years, but can extend significantly longer [135]. - If the FDA's evaluation is favorable, it may issue an approval letter or an approvable letter, which may include conditions for final approval [136]. - The PMA process requires extensive data from preclinical studies and human clinical trials to demonstrate safety and effectiveness [134]. - Changes to an approved medical device that affect safety or effectiveness require submission of a new PMA or PMA supplement [137]. - The FDA can delay or deny PMA approval for reasons such as insufficient clinical data or non-compliance with manufacturing requirements [138]. - Manufacturers must comply with stringent QSR requirements covering all aspects of device design and manufacturing [141]. European Union Regulations - The EU requires medical devices to meet essential requirements and undergo conformity assessment procedures before being marketed [145][146]. - Notified Body certificates of conformity are valid for a maximum of five years, with periodic audits to ensure compliance [148]. - Manufacturers must report incidents that may lead to serious health risks and take corrective actions as necessary [149]. - The EU Medical Devices Regulation (MDR) entered into force on May 25, 2017, establishing a uniform regulatory framework across the EU for medical devices [152]. - The transition period for the MDR was extended to May 26, 2021, allowing devices compliant with previous directives to remain on the market until May 26, 2025 [153]. - The MDR aims to improve device traceability through a unique identification number and establish a central database for comprehensive product information [159]. - The UK will not implement the MDR post-Brexit, and UKCA marking will be mandatory for devices placed on the UK market after June 30, 2023 [155]. Legal and Compliance Issues - The U.S. federal Anti-Kickback Statute prohibits remuneration to induce purchases of goods or services reimbursable under federal healthcare programs, with broad interpretations of "remuneration" [157]. - The civil False Claims Act prohibits presenting false claims for payment to the federal government, with violations potentially leading to significant penalties [158]. - Coverage and reimbursement for medical devices in the U.S. depend on medical necessity and prior approval, with significant variability among third-party payors [163]. - The Affordable Care Act has substantially changed healthcare financing and delivery, impacting medical device manufacturers significantly [169]. - The GDPR, effective May 25, 2018, imposes strict requirements for processing personal data, with potential fines of up to €20 million or 4% of annual global revenues for noncompliance [174]. Company Operations - The Company had 24 full-time employees as of December 31, 2025 [179]. - The Company is party to two manufacturing services agreements for the IB-Stim and RED devices, which automatically renew annually unless terminated [178]. - Environmental protection requirements are not expected to have a significant financial impact on the Company in the current financial year or the foreseeable future [177]. - The Company provides necessary equipment to manufacturers while retaining ownership, with manufacturers bearing the risk of loss and damage [178]. - The Company entered into quality agreements with manufacturers for quality assurance services on products provided [178]. Data Protection and Transfer - The relationship between the UK and EU regarding data protection law remains unclear, affecting future data transfer regulations [176]. - The GDPR and UK GDPR impose fines up to the greater of €20 million or 4% of global turnover [176]. - The adequacy decision draft published by the European Commission on February 19, 2021, could enable data transfers from EU member states to the UK for four years [176]. - The efficacy of current data transfer mechanisms between the EU and the US remains uncertain following the invalidation of the Privacy Shield [175]. Financial Reporting - The company plans to provide only two years of audited financial statements and unaudited condensed financial statements for interim periods in its prospectus [23]. - The Company’s financial statements and supplementary data can be found in the annual report on Form 10-K [381].

Management Fees and Incentives - The base management fee is set at an annual rate of 1.75% of gross assets, excluding cash and cash equivalents [123]. - The average value of gross assets for management fee calculation is based on the end of the two most recently completed quarters [123]. - The base management fee is 0.4375% of gross assets, which is included in the calculation of Pre-Incentive Fee Net Investment Income [130]. - The Incentive Fee on Income is calculated quarterly based on Pre-Incentive Fee Net Investment Income, which includes interest and dividend income minus operating expenses [124]. - The hurdle rate for the Incentive Fee on Income is set at 1.75% per quarter, equivalent to a 7% annualized rate [126]. - If Pre-Incentive Fee Net Investment Income exceeds 2.19% in a quarter, the Adviser receives 20% of the excess amount [126]. - The Incentive Fee on Capital Gains is 20% of cumulative realized capital gains minus cumulative realized capital losses and previously paid Incentive Fees [127]. - In Year 2 of a scenario, the Incentive Fee on Capital Gains amounted to $6 million from a $30 million realized capital gain on the sale of Investment A [139]. - In Year 3 of the same scenario, no Incentive Fee on Capital Gains was paid due to cumulative capital depreciation exceeding realized gains [142]. Company Structure and Management - The Adviser manages day-to-day operations and investment advisory services under the Investment Advisory Agreement [117]. - The company does not have any employees; management is provided by the Adviser and its Investment Committee [110]. - The Investment Committee members are not compensated by the company but receive compensation from the Adviser [111]. - The Investment Advisory Agreement was approved by the Board and will remain effective if approved annually [145]. - The Adviser is entitled to indemnification for damages arising from the performance of their duties under the Investment Advisory Agreement [149]. - The Administration Agreement allows the Adviser to provide administrative services, including maintaining financial records and preparing reports for stockholders [156]. - The Adviser may delegate its obligations under the Administration Agreement to affiliates or third parties, with costs reimbursed at cost without profit [157]. Financial Performance and Risks - The company faces competition from various investment funds and financial services companies with greater resources [106]. - The company's operating expenses are projected at an annualized rate of 2.15% of net assets through September 30, 2025 [154]. - The Expense Limitation Agreement, which caps certain expenses at 2.15% per annum, excludes interest expenses and costs associated with raising debt or equity capital [155]. - The company is subject to financial market risks, including valuation risk, interest rate risk, and credit risk due to global political tensions [703]. - The fair value of investments may fluctuate significantly due to the inherent uncertainty in determining fair value for investments without readily available market quotations [704]. - The company’s net investment income is sensitive to changes in interest rates, which could materially affect earnings [705]. - The company estimates that a 300 basis points increase in interest rates could lead to a decrease in net investment income by $5,093,000 [708]. - For the year ended December 31, 2024, a 300 basis points increase in interest rates could result in an increase in net investment income by $6,618,000 [710]. Regulatory Compliance and Taxation - The Company has elected to be regulated as a Business Development Company (BDC) under the 1940 Act, which imposes specific operational restrictions [177]. - Qualifying assets must represent at least 70% of the Company's total assets, with specific categories defined under the 1940 Act [179]. - The company must operate for the purpose of making investments in qualifying securities as defined by the 1940 Act [182]. - The company is required to maintain a bond issued by a reputable fidelity insurance company to protect against larceny and embezzlement [200]. - The company is subject to the reporting and disclosure requirements of the Exchange Act, including quarterly and annual reports [201]. - The company has adopted a code of ethics to establish procedures for personal investments and restrict certain personal securities transactions [190]. - The company has elected to qualify as a RIC under Subchapter M of the Code, which generally exempts it from U.S. federal income tax on net ordinary income and capital gains that are timely distributed to stockholders as dividends [214]. - To maintain RIC status, the company must distribute at least 90% of its investment company taxable income each taxable year, which includes net ordinary income and excess of realized net short-term capital gain over realized net long-term capital loss [214]. - The company may be subject to a nondeductible 4% U.S. federal excise tax on certain undistributed income unless it meets specific distribution requirements [216]. - The company must derive at least 90% of its gross income from qualifying sources to satisfy the 90% Income Test necessary for RIC status [222]. - At the end of each quarter, at least 50% of the company's assets must consist of cash, U.S. Government securities, and other qualifying securities, while no more than 25% can be invested in the securities of any one issuer [222]. - The company may face challenges in meeting the Annual Distribution Requirement if it recognizes taxable income without receiving corresponding cash, potentially leading to the need to sell investments [221]. - If the company fails to maintain RIC status, it would be subject to U.S. federal income tax on all taxable income at corporate rates, and distributions would not be compulsory [232]. - If the company fails to qualify as a RIC for two or more taxable years, it may face additional tax implications when requalifying, including U.S. federal tax on built-in gains [233]. Distributions and Tax Implications - Distributions of "investment company taxable income" will generally be taxable to U.S. stockholders as ordinary income or capital gain [235]. - Distributions of net capital gain, designated as "capital gain dividends," will be taxable to U.S. stockholders as long-term capital gain at a maximum rate of 20% [237]. - Noncorporate U.S. stockholders are subject to a maximum federal income tax rate of 20% on net capital gain, which is lower than the maximum rate on ordinary income [240]. - Corporate U.S. stockholders face a maximum federal income tax rate of 21% on net capital gain, similar to ordinary income [242]. - Non-U.S. stockholders may be subject to a 30% U.S. withholding tax on distributions unless exceptions apply [249]. - Distributions to Non-U.S. stockholders that are effectively connected with a U.S. trade or business may not be subject to U.S. federal tax if certain conditions are met [251]. - Non-U.S. stockholders may be entitled to a U.S. federal income tax credit or refund for taxes paid on deemed distributions of net capital gain [253]. - Backup withholding at a rate of 24% may apply to reportable payments, but generally will not apply to distributions to Non-U.S. stockholders if proper certification is provided [256]. - The company intends to distribute any long-term capital gain at least annually to satisfy the Annual Distribution Requirement [237]. - The company will provide written statements to U.S. stockholders detailing amounts includible in taxable income for each year [245]. Investment Characteristics - Investments rated 1 indicate the least risk, with borrowers performing above expectations [107]. - Investments rated 5 indicate substantial underperformance, with most debt covenants out of compliance and payments significantly delinquent [107]. - The total investment made in Company A and Company B was $50 million and $30 million respectively, with subsequent sales generating significant capital gains [139]. - As of December 31, 2025, 71.8% of the company's debt investments based on outstanding principal balance were floating-rate investments, while 28.2% were fixed-rate investments [706]. - Approximately 63% of the floating-rate investments based on PRIME or SOFR were at their respective interest rate floors as of December 31, 2025 [707]. - Legislative changes could adversely affect the tax consequences of investments in the company's stock, impacting investor commitments [260]. - The company is required to withhold 30% on certain payments to foreign financial institutions unless specific conditions are met [259].

Table of Contents 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 001-40564 Chicago Atlantic BDC, Inc. (Exact name of Registrant as specified in its Charter) Maryland 86-2872887 (State ...

Revenue Performance - Revenue for the quarter ended December 31, 2025, was RMB 284,843 million (US$ 40,732 million), an increase of 2% year-over-year; on a like-for-like basis, revenue would have grown by 9%[7] - Revenue for the quarter ended December 31, 2025, was RMB 284,843 million (US$ 40,732 million), a 2% increase year-over-year from RMB 280,154 million in the same quarter of 2024[28] - Alibaba China E-commerce Group revenue increased by 6% year-over-year to RMB 159,347 million (US$ 22,786 million) in the quarter ended December 31, 2025[28] - Quick commerce revenue surged by 56% year-over-year to RMB 20,842 million (US$ 2,980 million), driven by the rollout of "Taobao Instant Commerce"[33] - The Cloud Intelligence Group's revenue grew by 36% year-over-year to RMB 43,284 million (US$ 6,190 million), driven by public cloud revenue growth and increasing adoption of AI-related products[15] - The Cloud Intelligence Group achieved a revenue of RMB 116.51 billion for the nine months ended December 31, 2025, marking a 33% year-over-year increase[104] - The international commerce retail segment within the Alibaba International Digital Commerce Group saw a revenue increase of 10% year-over-year, reaching RMB 88.81 billion for the nine months ended December 31, 2025[104] - The "All others" segment reported a significant revenue decline of 26% year-over-year, totaling RMB 188.91 billion for the nine months ended December 31, 2025[104] Income and Earnings - Net income attributable to ordinary shareholders was RMB 16,322 million (US$ 2,334 million), a decrease of 67% compared to RMB 48,945 million in the same quarter of 2024[7] - Net income for the quarter ended December 31, 2025, was RMB 15,631 million (US$ 2,235 million), down from RMB 46,434 million in the same quarter of 2024[64] - Non-GAAP diluted earnings per ADS decreased by 67% year-over-year to RMB 7.09 (US$ 1.01), reflecting the impact of strategic investments in technology and user experiences[7] - Non-GAAP net income for the three months ended December 31, 2025, was RMB 16,710 million, significantly lower than RMB 51,066 million in the same period of 2024, a decrease of approximately 67%[98] - Diluted earnings per share for the three months ended December 31, 2025, was RMB 0.74, compared to RMB 2.55 in the same period of 2024, a decline of about 71%[100] - Non-GAAP diluted earnings per share for the three months ended December 31, 2025, was RMB 0.89, down from RMB 2.67 in the same period of 2024, a decrease of approximately 67%[100] Operational Performance - Income from operations decreased by 74% year-over-year to RMB 10,645 million (US$ 1,522 million), primarily due to a decrease in adjusted EBITA, which fell 57% to RMB 23,397 million (US$ 3,346 million)[7] - Adjusted EBITA for Alibaba China E-commerce Group decreased by 43% to RMB 34,613 million (US$ 4,949 million) due to investments in quick commerce and technology[35] - Adjusted EBITDA decreased 45% year-over-year to RMB 34,057 million (US$ 4,870 million) in the quarter ended December 31, 2025, compared to RMB 62,054 million in the same quarter of 2024[56] - Income from operations for the nine months ended December 31, 2025, decreased by 55% to RMB 50.99 billion[105] - The company reported a significant increase in losses for the "All others" segment, with adjusted EBITA declining by 140% year-over-year to RMB (14.58) billion for the nine months ended December 31, 2025[105] Cash Flow and Investments - Free cash flow decreased by 71% year-over-year to RMB 11,346 million (US$ 1,622 million), primarily due to investments in quick commerce[7] - Net cash used in investing activities was RMB 25,716 million (US$ 3,677 million), primarily reflecting capital expenditures of RMB 28,999 million (US$ 4,147 million)[72] - Free cash flow for the nine months ended December 31, 2025, was negative at RMB (29.31) billion, compared to RMB 70.13 billion in the same period of 2024[103] - Net cash used in investing activities for the nine months ended December 31, 2025, was RMB 77,040 million, compared to RMB 145,868 million in the same period of 2024, indicating a decrease of approximately 47%[96] Market Position and Strategy - Alibaba Cloud maintained a 43% market share in China's financial cloud market, leading the public cloud infrastructure market for financial services for six consecutive years[17] - The company undertook a strategic combination of Taobao and Tmall Group, Ele.me, and Fliggy to enhance user experience and streamline financial reporting[28] - The company aims to continue investing in new business initiatives and strategic acquisitions to enhance growth prospects[80] - The number of 88VIP members surpassed 59 million, reflecting a double-digit year-over-year increase, indicating strong retention efforts for high-value consumers[12] - The quick commerce business improved unit economics and increased average order value month-over-month, supported by logistics efficiency and customer retention strategies[9] Expenses and Liabilities - Total costs and expenses increased to RMB 275,659 million (US$ 39,419 million), with cost of revenue at RMB 169,534 million (US$ 24,243 million), representing 59.5% of revenue[44] - Sales and marketing expenses rose significantly to RMB 71,934 million (US$ 10,286 million), accounting for 25.3% of revenue, a 10.1% increase year-over-year[43] - General and administrative expenses decreased to RMB 8,355 million (US$ 1,195 million), or 2.9% of revenue, down from 3.9% in the same quarter of 2024[47] - Current liabilities as of December 31, 2025, were RMB 459,811 million (US$ 65,752 million), compared to RMB 435,346 million as of March 31, 2025[94] - Total liabilities as of March 31, 2025, were RMB 714,121 million, a decrease from RMB 772,371 million as of December 31, 2024, representing a reduction of approximately 7.5%[95] Employee and Asset Information - As of December 31, 2025, the total number of employees was 128,197, an increase from 126,661 as of September 30, 2025[74] - Total assets as of December 31, 2025, were RMB 1,878,299 million (US$ 268,593 million), an increase from RMB 1,804,227 million as of March 31, 2025[94] - Cash and cash equivalents, short-term investments, and other treasury investments totaled RMB 560,175 million (US$ 80,104 million) as of December 31, 2025, down from RMB 597,132 million as of March 31, 2025[70] - The company’s cash and cash equivalents as of December 31, 2025, were RMB 128,174 million (US$ 18,329 million), a decrease from RMB 145,487 million as of March 31, 2025[94] - Cash and cash equivalents at the end of the period on December 31, 2025, were RMB 170,519 million, down from RMB 205,966 million at the end of the previous period, a decrease of approximately 17%[96]

Project Development - The Kabanga Nickel Project's Feasibility Study was released on July 18, 2025, focusing on a 3.40 million tonnes per annum mechanized underground mine and supporting infrastructure [1047]. - Lifezone secured a $60 million senior secured bridge loan facility to advance the Kabanga Nickel Project, with the first tranche of $20 million received on August 29, 2025 [1049]. - Lifezone is pursuing a diversified funding strategy for the Kabanga Nickel Project, including equity offerings and project-level debt, with ongoing discussions with strategic investors [1074]. - Lifezone acquired BHP's 17% equity interest in Kabanga Nickel Limited, increasing its ownership from 83% to 100% [1064]. - The Kabanga Nickel Project is currently classified as an exploration and evaluation asset, and Lifezone has not generated any revenues from its Metals Extraction and refining business [1093]. - Lifezone's exploration and evaluation assets include mining data acquired from the Kabanga Nickel Project, which is being assessed for impairment when indicators arise [1105][1111]. - Lifezone's management may consider reducing operating costs, pausing capital expenditures, or restructuring debt to maintain liquidity [1078]. - The company is exploring alternative funding solutions, including further equity offerings, to support its operations and project developments [1078]. - Lifezone's future viability is dependent on its ability to raise additional capital for corporate working capital, Kabanga Nickel Project developments, and potential new projects and acquisitions [1077]. - As of December 31, 2025, Lifezone's total exploration and evaluation assets reached $140.99 million, with additions of $23.41 million during the year [1229]. - The Kabanga Nickel Project in Tanzania is the sole focus for exploration and evaluation assets, with total costs as of January 1, 2024, at $69.81 million [1229]. - Lifezone capitalized $18.27 million in general and administrative expenses related to the Kabanga Nickel Project for the year ended December 31, 2025 [1234]. Financial Performance - Lifezone's net loss for the year ended December 31, 2025, was $14.11 million, a decrease from a loss of $47.14 million in 2024, with accumulated losses reaching $468.10 million [1070][1071]. - As of December 31, 2025, Lifezone had consolidated cash and cash equivalents of $20.14 million, down from $29.28 million in 2024 [1070]. - Total revenue for the year ended December 31, 2025, was $1,057,043, a significant increase from $140,522 in 2024 [1194]. - Interest income for 2025 was $536,157, down from $2,342,071 in 2024, primarily due to changes in investment strategies [1198]. - General and administrative expenses for 2025 totaled $19,121,095, a decrease from $39,082,152 in 2024, reflecting cost management efforts [1207]. - Loss before tax for 2025 was $14,370,330, an improvement from a loss of $46,596,207 in 2024 [1194]. - Interest expense for 2025 was $10,397,885, up from $6,434,657 in 2024, largely due to increased debenture interest [1199]. - The company recognized deferred tax income of $263,493 for the year ended December 31, 2025, compared to a deferred tax expense of $540,126 in 2024 [1240]. - Unrecognized deferred tax assets as of December 31, 2025, amounted to $98.96 million, primarily due to accumulated tax losses and capital expenses related to the Kabanga Nickel Project [1241]. Asset Management - Lifezone's financial statements are prepared on a going concern basis, despite substantial doubt about its ability to raise required financing in the future [1079]. - Lifezone's other intangible assets consist of computer software and patents, amortized over 3 years and 12 years respectively [1113]. - Lifezone's lease contracts have original terms of 3 to 5 years, with obligations secured by the lessor's title to the leased assets [1117]. - Lifezone recognizes right-of-use assets at the commencement date of the lease, measured at cost, less accumulated depreciation and impairment losses [1118]. - Lease liabilities are initially measured at the present value of future lease payments, discounted using the interest rate implicit in the lease or the incremental borrowing rate [1120]. - Inventories are stated at the lower of cost and net realizable value, with cost calculated on a weighted average basis [1123]. - Cash and cash equivalents include cash on hand and demand deposits, with no losses experienced on such amounts [1124]. - Share-based payments are accounted for under IFRS 2, with equity-settled payments measured at fair value at the grant date [1125][1126]. - Financial liabilities are recognized initially at fair value, including convertible debenture debt and trade payables [1147]. - Deferred transaction costs related to the senior secured bridge loan facility are amortized on a straight-line basis from the date of drawdowns [1153]. - Lifezone uses valuation techniques for fair value measurement, categorizing financial instruments within a fair value hierarchy [1157]. - Investments in joint ventures are carried at cost and adjusted for post-acquisition changes in share of profit and loss [1158]. - Deferred consideration from business combinations is initially measured at its fair value, classified as a financial liability [1161]. - The fair value of deferred consideration payable to BHP for the acquisition of its 17% interest in Kabanga Nickel Limited is determined using a present value technique, discounting expected future payments at a rate of 21.5% [1184]. - Lifezone capitalizes certain exploration and evaluation expenses, with no impairment indicators identified for its exploration and evaluation assets as of December 31, 2025 [1173]. - The liability related to warrants issued in connection with the 2025 Offering was valued at $9,910,000 using the Monte-Carlo model, and is remeasured at fair value through profit or loss [1179]. - A sensitivity analysis indicates that a 10% increase or decrease in share price volatility results in approximately a 10% increase or decrease in the value of the liability related to warrants [1180]. - Lifezone's assessment of earnouts classified as equity reflects the future financial performance of the company, impacting the classification of additional purchase consideration [1174]. - Significant judgment is required in estimating the timing of key project milestones, such as the FID and commercial production dates, which directly affect the fair value of deferred consideration [1185]. Tax and Legal Matters - KNCL has made a provision of $3.43 million (TZS 8.43 billion) for withholding tax following a court ruling confirming the tax assessment [1211]. - Lifezone believes it can negotiate a waiver for additional interest charges of $5.03 million (TZS 12.36 billion) related to the withholding tax assessment [1212]. - Lifezone continues to engage with the Government of Tanzania to amend the existing Framework Agreement, which may impact the withholding tax assessment [1213]. - VAT receivables in Tanzania have a total provision of $6.94 million as of December 31, 2025, compared to $6.37 million in 2024 [1220]. - Lifezone's total provision for VAT receivables in Tanzania includes a recorded provision of $574,270 for the year ended December 31, 2025 [1220]. Strategic Partnerships and Technology - Lifezone's Hydromet Technology aims to provide a cleaner recycling solution for PGMs, with over 20% of global PGM supply derived from secondary recycling [1050][1051]. - Lifezone and Glencore are evaluating the construction of a commercial-scale Hydromet PGM recycling facility in the U.S. [1052]. - Lifezone's intellectual property includes six patent families related to enhancements in the Hydromet Technology process for metal production [1228]. - The Metals Extraction segment includes Lifezone's interest in the Kabanga Nickel Project, while the IP segment comprises patents and strategic partnerships for resource development [1188]. - Management anticipates adopting new accounting standards effective from January 1, 2025, which may impact future disclosures and financial position [1166].

Financial Performance - Fourth quarter net revenue increased by 4.7% to $462.4 million compared to $441.7 million in the prior year[3] - U.S. Digital Segment net revenue rose by 5.3% to $402.3 million, driven by higher average unit retails[3] - Full year net revenue was $1.34 billion, a decrease of 2.0% from $1.36 billion in fiscal 2024[7] - Net revenue for the 13 weeks ended January 30, 2026, was $462,372,000, an increase of 4.0% compared to $441,663,000 for the same period in 2025[31] - Net income for the 13 weeks ended January 30, 2026, was $12,273,000, a decrease of 33.6% from $18,519,000 in the same period last year[31] - For the 52 weeks ended January 30, 2026, net income was $5,508,000, a decrease from $6,233,000 in the prior year[39] - Net income for the year ended 2025 was $5,508,000, a decrease of 11.6% from $6,233,000 in 2024[43] Profitability Metrics - Adjusted EBITDA for the fourth quarter was $47.4 million, up from $43.7 million in the prior year[6] - Adjusted net income for the fourth quarter increased to $23.6 million, or $0.76 per diluted share, compared to $17.7 million, or $0.57 per diluted share in the prior year[6] - Adjusted net income for the 13 weeks ended January 30, 2026, was $23,569,000, compared to $17,691,000 for the same period in 2025, an increase of 33.3%[38] - Adjusted diluted net earnings per share for the 13 weeks ended January 30, 2026, were $0.76, up from $0.57 in the prior year[38] - Adjusted EBITDA for the 52 weeks ended January 30, 2026, was $102,278,000, which is 7.7% of net sales, compared to $92,599,000 or 6.8% of net sales in the previous year[41] Operational Metrics - Gross Merchandise Value (GMV) increased mid-single digits in the fourth quarter compared to the same period last year[3] - Gross margin for the fourth quarter was 45.3%, a decrease of 30 basis points from 45.6% in the prior year[6] - Gross profit for the 13 weeks ended January 30, 2026, was $209,552,000, compared to $201,335,000 for the same period in 2025, reflecting a gross margin of 45.3%[31] - Operating income decreased to $25,885,000 for the 13 weeks ended January 30, 2026, down from $36,951,000 in the prior year, representing a decline of 30.0%[31] Balance Sheet Highlights - Total current assets decreased from $370,480,000 in January 31, 2025 to $361,005,000 in January 30, 2026, a decline of approximately 2.6%[29] - Cash and cash equivalents increased from $16,180,000 in January 31, 2025 to $17,694,000 in January 30, 2026, an increase of about 9.3%[29] - Total liabilities decreased from $526,259,000 in January 31, 2025 to $506,771,000 in January 30, 2026, a reduction of approximately 3.7%[29] - Stockholders' equity increased from $239,222,000 in January 31, 2025 to $244,295,000 in January 30, 2026, an increase of about 2.3%[29] - The company reported a current portion of long-term debt remaining stable at $13,000,000 for both periods[29] Strategic Initiatives - The company expects to fully repay its term loan debt of approximately $234 million following the joint venture with WHP Global[15] - The joint venture with WHP Global is expected to enhance brand licensing growth and expand strategic flexibility[2] - The company will not provide financial guidance until after the completion of the WHP Global transaction[19] - The company is focusing on sustainable, profitable, long-term growth and expects continued strength in solution-based products[23] - The school uniform business is building on its strong back-to-school season, indicating positive performance in that segment[23] - The company anticipates potential additional purchases under its share repurchase program, reflecting confidence in its financial position[23] - The company is facing macroeconomic pressures but remains optimistic about its position across key categories and enterprise accounts[23] Cash Flow and Investment Activities - Net cash provided by operating activities decreased to $49,618,000 from $53,143,000, reflecting a decline of 6.5%[43] - Cash used in investing activities was $29,168,000, down from $35,036,000, indicating a reduction of 16.7%[43] - Net cash used in financing activities decreased to $20,076,000 from $26,594,000, a decline of 24.5%[43] - Cash, cash equivalents, and restricted cash at the end of 2025 totaled $18,283,000, down from $18,812,000 in 2024[43] - Unpaid liability to acquire property and equipment increased to $2,838,000 from $1,722,000, a rise of 64.8%[43] - Interest paid decreased to $34,842,000 from $37,043,000, a reduction of 5.8%[43] - Depreciation and amortization expenses were $30,169,000, down from $33,772,000, a decrease of 10.3%[43] - Stock-based compensation increased to $5,477,000 from $4,873,000, an increase of 12.4%[43] - Change in accounts receivable improved to $7,452,000 from a negative $12,830,000, indicating a positive shift in cash flow management[43]

Financial Performance - Revenues for Q2 fiscal 2026 were $18.0 billion, an increase of 8% in U.S. dollars and 4% in local currency compared to Q2 fiscal 2025[74]. - New bookings for Q2 fiscal 2026 reached $22.1 billion, a 6% increase in U.S. dollars and 1% in local currency[76]. - Operating margin for Q2 fiscal 2026 was 13.8%, up from 13.5% in Q2 fiscal 2025[76]. - Diluted earnings per share for Q2 fiscal 2026 were $2.93, a 4% increase from $2.82 in Q2 fiscal 2025[76]. - Revenues for the three months ended February 28, 2026, increased to $18,044 million, an 8% increase from $16,659 million in the same period of 2025[89]. - Operating income for the second quarter of fiscal 2026 increased by $249 million, or 11%, reaching $2,494 million, with an operating margin of 13.8%[102]. - Operating income for the six months ended February 28, 2026, was $2,987 million, an increase of $369 million, or 14%, compared to $2,618 million for the same period in 2025[107]. - Diluted earnings per share for the six months ended February 28, 2026, were $6.47, compared to $6.42 for the same period in 2025, reflecting a $0.05 increase[114]. - Adjusted diluted earnings per share for the six months ended February 28, 2026, were $6.87, after excluding business optimization costs of $250 million[116]. Cash Flow and Shareholder Returns - Cash returned to shareholders in Q2 fiscal 2026 totaled $2.7 billion, including $1.0 billion in dividends and $1.7 billion in share repurchases[76]. - Net cash provided by operating activities for the six months ended February 28, 2026, was $5,482 million, an increase of $1,606 million compared to $3,876 million for the same period in 2025[119]. - Total share repurchases during the six months ended February 28, 2026, amounted to $4,008 million, including 16,316,536 shares repurchased[125]. - Cash and cash equivalents as of February 28, 2026, were $9.4 billion, down from $11.5 billion as of August 31, 2025[119]. Operational Metrics - Utilization rate for Q2 fiscal 2026 was 93%, compared to 91% in Q2 fiscal 2025[82]. - The workforce was approximately 786,000 as of February 28, 2026, an increase from 779,000 as of August 31, 2025[82]. - Annualized voluntary attrition for Q2 fiscal 2026 was 13%, consistent with Q2 fiscal 2025[83]. - Operating expenses for the second quarter of fiscal 2026 increased by $1,136 million, or 8%, totaling $15,551 million, while the percentage of revenues decreased to 86.2% from 86.5%[92]. - Cost of services for the second quarter of fiscal 2026 increased by $900 million, or 8%, totaling $12,585 million, with a gross margin of 30.3% compared to 29.9% in the prior year[95]. - Sales and marketing expenses for the second quarter of fiscal 2026 increased by $72 million, or 4%, totaling $1,749 million, while the percentage of revenues decreased to 9.7% from 10.1%[97]. - General and administrative costs for the second quarter of fiscal 2026 increased by $163 million, or 16%, totaling $1,217 million, with an increase in percentage of revenues to 6.7% from 6.3%[98]. Regional Performance - The Americas region generated revenues of $8,896 million for the three months ended February 28, 2026, a 4% increase from $8,553 million in the same period of 2025[89]. - EMEA revenues increased by 13% to $6,569 million for the three months ended February 28, 2026, compared to $5,804 million in the same period of 2025[89]. - Asia Pacific revenues increased by 12% to $2,578 million for the three months ended February 28, 2026, compared to $2,302 million in the same period of 2025[89]. - Managed services revenues increased by 10% in U.S. dollars and 5% in local currency compared to Q2 fiscal 2025[78]. - Revenue growth in local currency was very strong in Asia Pacific and modest in the Americas and EMEA[75]. Financial Ratios and Taxation - Adjusted operating margin for the six months ended February 28, 2026, was 15.4%, a decrease of 80 basis points due to business optimization costs[106]. - Interest income for the six months ended February 28, 2026, was $185 million, an increase of $33 million, or 21%, compared to $152 million for the same period in 2025[109]. - Interest expense for the six months ended February 28, 2026, was $129 million, an increase of $34 million, or 36%, compared to $95 million for the same period in 2025[110]. - The effective tax rate for the six months ended February 28, 2026, was 24.4%, up from 21.1% for the same period in 2025, primarily due to reduced tax benefits[112]. Risk and Control - No significant payments have been required under the described arrangements to date[129]. - There were no material changes to market risk exposure during the six months ended February 28, 2026, compared to the previous annual report[130]. - The principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective at the reasonable assurance level as of the end of the reporting period[130]. - There has been no change in internal control over financial reporting that materially affected the company during the second quarter of fiscal 2026[131].

NEWS RELEASE TSX: LAC ● NYSE: LAC www.lithiumamericas.com Lithium Americas Reports Full Year 2025 Results (All amounts in US$ unless otherwise indicated) March 19, 2026 – Vancouver, Canada: Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) ("Lithium Americas" or the "Company") announced that it has filed its Annual Report on Form 10-K, which includes the Company's audited consolidated financial statements for the year ended December 31, 2025, and provided an update on its Thacker Pass lithium project in Humbold ...

Revenue Growth - ZELSUVMI net product revenue grew 28% quarter over quarter to $9.1 million in Q4 2025, with total revenue for 2025 reaching $16.8 million[1][9] - Total revenue for Q4 2025 was $9,389 million, compared to $7,406 million in Q3 2025, marking a quarter-over-quarter increase of 26.8%[21] - Net product revenues for Q4 2025 reached $9,094 million, an increase from $7,112 million in Q3 2025, representing a growth of 27.9%[21] Prescription and Market Performance - A total of 8,948 ZELSUVMI units were prescribed by 2,712 unique prescribers in fiscal year 2025, with a 129% increase in units dispensed from Q3 to Q4 2025[2][4] - The company anticipates strong continued growth for ZELSUVMI in 2026, leveraging recent acquisitions and existing commercial relationships[6][14] Financial Position - Cash balance as of December 31, 2025, was $18.0 million, expected to support the current business plan[8] - Total liabilities as of December 31, 2025, were $91.5 million, with total stockholders' equity at $38.9 million[17] Operating Performance - Operating loss improved from approximately $15.4 million in Q3 2025 to approximately $12.0 million in Q4 2025, indicating progress towards positive cash flow[12] - Operating loss for Q4 2025 was $(12,003) million, an improvement from $(15,362) million in Q3 2025[21] Adjusted Financial Metrics - Adjusted EBITDA loss improved by approximately 22% quarter over quarter, from $11.5 million in Q3 2025 to approximately $9.0 million in Q4 2025[12] - Adjusted EBITDA for Q4 2025 was $(8,987) million, compared to $(1,374) million in Q4 2024, reflecting a deterioration in core operating performance[24] Expenses - SG&A expenses decreased by approximately 6% quarter over quarter to $18.5 million in Q4 2025[12] - Selling, general and administrative expenses for Q4 2025 were $18,469 million, slightly down from $19,628 million in Q3 2025[21] - Research and development expenses for Q4 2025 were $374 million, up from $145 million in Q3 2025, indicating increased investment in innovation[21] Tax Liabilities - The provision for income taxes for Q4 2025 was $(6,922) million, compared to $(465) million in Q3 2025, reflecting changes in tax liabilities[21] Debt and Financing - In January 2026, the company entered into a $50.0 million senior secured term loan facility, drawing $30.0 million to support commercialization efforts[8] Acquisition - The acquisition of XEPI® was completed in November 2025, adding a complementary dermatology product to the portfolio, addressing a critical need in antibiotic-resistant skin infections[4]

Product Portfolio - Pelthos Therapeutics Inc. has three FDA approved products in its portfolio, including ZELSUVMI, XEPI, and XEGLYZE, with ZELSUVMI launched in July 2025[37]. - XEPI, acquired in November 2025, addresses a critical unmet need in antibiotic-resistant skin infections, affecting approximately 3 million people annually in the U.S.[53]. - XEGLYZE, acquired in December 2025, is indicated for the treatment of head lice, with an estimated 6 to 12 million infestations occurring annually among children aged 3 to 11 in the U.S.[62]. - The company acquired two additional FDA approved products during the fourth quarter of 2025 to expand its commercial product portfolio[37]. - ZELSUVMI is the first FDA approved topical medication for molluscum contagiosum that can be safely applied by patients without in-office administration[45]. - ZELSUVMI was approved by the FDA in January 2024 and launched in the United States in July 2025, focusing on the treatment of molluscum contagiosum[180][192]. - The company expects to continue incurring significant expenses and operating losses until revenue from ZELSUVMI is sufficient to fund operations[184]. - The company is dependent on the commercial success of ZELSUVMI and may not achieve profitability within the expected timeframe[191]. Financial Overview - The PIPE Financing generated gross proceeds of approximately $50.1 million, consisting of $50.0 million in cash and $0.1 million from the conversion of a convertible note[66]. - The company reported a net loss of approximately $43.3 million for the year ended December 31, 2025, with total operating expenses of $49.2 million[181]. - The company generated net revenue of $16.2 million for the year ended December 31, 2025, representing approximately six months of commercial activity for its lead product, ZELSUVMI[181]. - The company has cash of approximately $18.0 million and working capital of $27.4 million as of December 31, 2025[181]. - The company entered into a Venture Loan and Security Agreement for up to $50.0 million to support the commercialization of ZELSUVMI and prepare for the launch of two recently acquired products[182]. Market and Commercialization Strategy - The company has signed its first commercial agreement with a major Pharmacy Benefit Manager (PBM) to expand patient access for ZELSUVMI, managing prescription drug benefits for over 20 million covered lives[93]. - ZELSUVMI is marketed primarily to pediatricians and dermatologists, with a focus on increasing awareness and adoption through direct sales efforts and targeted marketing initiatives[90][91]. - The commercial success of ZELSUVMI and other drug candidates depends on adequate coverage and reimbursement from governmental and private payors[151]. - The commercial success of ZELSUVMI will be affected by third-party payor coverage and reimbursement policies, which may impose downward pressure on pricing and utilization[214]. - The efficacy and safety of ZELSUVMI compared to alternative treatments will significantly influence its market acceptance and commercial success[200]. - Establishing effective sales, marketing, and distribution capabilities is essential for the commercialization of ZELSUVMI, and the current sales organization may need expansion to support expected revenue growth[198]. Regulatory and Compliance - All clinical trials must be conducted under GCPs, requiring informed consent from research subjects[122]. - The FDA has a goal of ten months to review and act on a standard NDA for a new molecular entity after filing[129]. - The FDA may issue a Complete Response Letter (CRL) if the NDA has deficiencies, requiring resubmission[132]. - Drug manufacturers must register their establishments with the FDA and are subject to periodic inspections for compliance[135]. - The FDA can withdraw approval if regulatory compliance is not maintained or if new safety issues arise post-marketing[136]. - The company is required to report payments and transfers of value to healthcare professionals under the Physician Payments Sunshine Act[147]. Risks and Challenges - The company faces increased scrutiny regarding pharmaceutical pricing practices, which could affect its pricing strategies and market access[157]. - Future healthcare reforms may impose new regulatory requirements and limit reimbursement for products, potentially affecting demand for ZELSUVMI[161]. - The company may face challenges related to reimbursement for ZELSUVMI, which could impact its commercialization efforts[192]. - The company faces substantial competition from major pharmaceutical companies and alternative treatments, which may limit the commercial opportunity for ZELSUVMI[204]. - The market for ZELSUVMI may not be as large as anticipated, as many individuals may decline treatment for molluscum contagiosum, relying on the body's immune system for resolution[217]. - The company faces risks related to supply chain disruptions that could adversely affect sales and marketing efforts, as well as development timelines[225]. - There is a risk of decreased demand for ZELSUVMI and potential product candidates due to negative media attention or product liability claims[226]. Research and Development - The Company is developing three NaV1.7 pain programs, including CT2000 for eye pain, which is expected to enter Phase 1a/2b studies in Q1 2026[82]. - The NITRICIL technology platform is expected to generate differentiated product candidates leveraging nitric oxide's anti-viral and anti-inflammatory properties[78]. - The Company anticipates that the NITRICIL platform has many potential product candidates that could be further developed, including treatments for acne and atopic dermatitis[79]. - The company has limited experience in producing commercial scale products utilizing NITRICIL technology, which could impact development timelines[229]. Manufacturing and Supply Chain - The Company has a manufacturing facility in Durham, North Carolina, with 19,265 square feet dedicated to cGMP manufacturing and related operations[76]. - The Company has manufactured over one metric ton of Active Pharmaceutical Ingredient (API) since its facility became operational, ensuring sufficient capacity to meet current sales forecasts for ZELSUVMI[101][102]. - The Company has a multi-year supply agreement with Orion Corporation for the commercial supply of ZELSUVMI, with production forecasts informed by expected sales[105]. - The company relies on third-party manufacturers for the final production of ZELSUVMI, which introduces risks related to quality control and timely delivery[231]. - Unexpected results in raw material analysis could lead to increased costs and delays in regulatory submissions or commercialization[234]. Employee Relations - As of December 31, 2025, the company had a total of 92 full-time employees, highlighting the importance of human capital in its operations[164]. - The company considers its relations with employees to be good, with no employees represented by labor unions[166].