Company Overview and Market Position - The company has a limited operating history and is in a rapidly evolving industry, making it difficult to evaluate future prospects and risks [110]. - The company has only completed five Battery Energy Storage Systems (BESSs) and one Hydrogen Energy Storage System (HESS), indicating a limited history in constructing energy storage systems [112]. - The company has deployed five operational Battery Energy Storage Systems (BESSs) to date, indicating limited operational history [141]. - The company is expanding its international operations, currently having a presence in Switzerland, Australia, and the United Kingdom, which may expose it to various risks associated with international business [166]. Financial Performance and Projections - The company anticipates significant expenses and continuing losses for the foreseeable future, with no assurance of achieving profitability [110]. - As of December 31, 2025, the company's accumulated deficits reached $487.4 million, with net losses attributable to Energy Vault Holdings, Inc. amounting to $103.6 million for the year ended December 31, 2025 [197]. - The total backlog as of December 31, 2025, was $1.3 billion, which includes contracted but unrecognized revenue from third-party projects and services [201]. - Net bookings for the year ended December 31, 2025, totaled $1.1 billion, reflecting contracted bookings and contingent option bookings [204]. - The developed pipeline as of December 31, 2025, amounted to $2.4 billion, representing uncontracted potential revenue from third-party projects [205]. - The company expects to incur significant expenses and continuing losses for the foreseeable future, with no guarantee of achieving profitability [197]. - The implementation of the business plan may require additional capital, which could create substantial doubt about the company's ability to pursue its objectives [198]. Risks and Challenges - Future growth is dependent on rising demand for clean electric power solutions and the adoption of digital software applications, with significant uncertainties in forecasting revenues and expenses [113]. - The lengthy sales and installation cycle for energy storage systems could harm the business if sales are not closed regularly and timely, with fulfillment periods ranging from 9 to 18 months [120]. - The company relies on a limited number of customers for the majority of its revenue, and the loss of any significant customer could substantially reduce revenue and impact liquidity [124]. - The company faces risks associated with supply chain disruptions, regulatory changes, and fluctuations in demand for energy storage systems [123]. - The performance of energy storage systems may not meet customer expectations, potentially affecting future sales and customer acquisition [137]. - The company faces risks in emerging markets, including political and economic instability, which could adversely affect operations and financial results [146]. - The company may experience difficulties in maintaining relationships with third-party contractors, impacting installation timelines and project costs [142]. - The company faces increasing regulatory scrutiny regarding environmental and social performance, particularly concerning forced labor laws, which could lead to compliance costs and supply chain disruptions [148]. - The company may face additional legal and regulatory restrictions related to energy transmission, which could increase compliance costs and expose it to litigation risks [158]. - The company faces intense competition from established players like Tesla and Fluence, which may have more resources and advanced technologies [173]. Operational and Technical Considerations - The engineering of energy storage systems is continuously refined to improve cost and efficiency, but there is no guarantee of successful implementation within the expected schedule [125]. - Operational costs may increase due to the complexity of internal operations and potential growth in headcount [129]. - The economic benefit of energy storage systems is contingent on the cost of electricity from alternative sources, which may not be competitive in some markets [136]. - The company intends to explore alternative use cases for its systems, but there is no assurance that these opportunities will be commercially viable [140]. - The company is exploring tolling arrangements where it retains ownership of energy storage systems, which could introduce additional financial risks and operational complexities [155][156]. - Ownership of energy storage systems under tolling arrangements may lead to increased operational costs and liabilities, impacting cash flows until systems are completed [157]. - The company may incur significant costs for the development and updating of its energy storage systems [235]. - The company has limited experience evaluating the long-term performance of its energy storage systems, which may contain undetected defects [239]. - The company faces risks related to product defects, which could lead to lawsuits and reputational harm [238]. Regulatory and Compliance Issues - Material weaknesses in internal control over financial reporting could adversely affect the business and stock price [110]. - The company identified a material weakness in internal controls related to revenue recognition, which was remediated as of December 31, 2023 [194]. - The company is subject to increased regulations regarding environmental impacts, which may incur significant additional costs for compliance [189]. - Compliance with EHS laws requires substantial time and resources, potentially delaying operations and adversely affecting financial performance [254]. - The company is subject to evolving privacy and data protection laws, which could increase compliance costs and expose it to liabilities [262]. - The company is subject to anti-corruption laws, and non-compliance could result in severe penalties and adversely affect its business operations [264]. Market and Economic Factors - Economic uncertainty, including inflation and interest rate fluctuations, may negatively affect demand for the company's products and overall financial condition [182]. - Fuel price volatility could decrease incentives to transition to renewable energy, adversely affecting demand for the company's products [190]. - Changes to government incentives and regulations could negatively impact the company's revenue and operating results [245]. - The energy storage market is driven by renewable electricity generation capacity; any relaxation of government requirements for renewable sources could harm market demand [170]. Corporate Governance and Ownership - As of December 31, 2025, named executive officers, directors, and their affiliates own approximately 13.2% of the outstanding common stock, allowing them significant control over corporate decisions [271]. - The company qualifies as an "emerging growth company" and intends to take advantage of exemptions from various reporting requirements until it no longer qualifies, which could affect the attractiveness of its securities [272]. - The company may remain an emerging growth company until the market value of its common stock held by non-affiliates exceeds $700 million or total annual gross revenue reaches $1.235 billion [273]. - The issuance of additional shares could dilute existing ownership interests and may lead to a decline in the market price of the company's common stock [281]. - The company has no current plans to pay cash dividends on its common stock for the foreseeable future, which may limit returns on investment [277]. Financial Risks - The company is exposed to foreign currency risk as a significant portion of its contracts and operating expenses are denominated in currencies other than the U.S. dollar [474]. - Credit risk is present as the company may face losses if significant customers default on their contractual obligations [478]. - The company is subject to commodity price risk from fluctuating market prices of raw materials like cement, steel, aluminum, and lithium, which could impact operating margins [480]. - The company may face limitations on the utilization of its net operating loss and tax credit carryforwards due to potential ownership changes, which could adversely affect future taxable income [209]. - Changes to tax laws or regulations could increase future tax liabilities, adversely affecting the company's financial condition and cash flows [210]. - The company may be required to take write-downs or write-offs that could significantly impact its financial condition and stock price [211]. - Incorrect estimates or assumptions in financial statement preparation could adversely affect reported assets, liabilities, income, revenues, or expenses [212]. - Government controls on currency conversion may affect the company's liquidity and ability to remit foreign currency [213]. Intellectual Property and Technology Risks - The company relies on a combination of intellectual property protections, but these may not be sufficient to prevent competitors from infringing on its rights [214]. - The company may face claims of infringement or misappropriation of intellectual property rights, which could result in substantial costs and liabilities [220]. - The use of open-source software may pose risks to the company's proprietary software and could lead to legal challenges or compliance issues [226]. - The legal landscape regarding AI and machine learning is uncertain, posing potential risks to the company's competitive advantage and R&D costs [263].

Revenue Performance - Rental revenue for Q4 2025 reached $44.3 million, a 16.0% increase year-over-year and a 6.8% sequential increase from Q3 2025[4] - Total revenue for Q4 2025 increased by 13.5% to $46.1 million, primarily due to higher rental revenues[8] - Total revenue for the year ended December 31, 2025, increased to $172.3 million, up 9.8% from $156.7 million in 2024[33] - Total revenue for the year ended December 31, 2025, is projected to be $172,315, an increase from $156,742 in 2024, representing a growth of approximately 9.98%[19] - Rental revenue for the fourth quarter of 2025 was $44.3 million, a 15.5% increase compared to $38.2 million in the same period of 2024[33] Profitability Metrics - Adjusted EBITDA for Q4 2025 was $21.2 million, a 17.6% increase year-over-year, contributing to a full-year Adjusted EBITDA of $81.0 million, up 16.5% from 2024[4] - Adjusted EBITDA for the year ended December 31, 2025, is forecasted to be $80,965, compared to $69,526 in 2024, reflecting an increase of approximately 16.00%[22] - Net income for Q4 2025 was $4.1 million, or $0.32 per diluted share, compared to $2.9 million, or $0.23 per diluted share, in Q4 2024[4] - Net income for the year ended December 31, 2025, reached $19.9 million, representing a 15.7% increase from $17.2 million in 2024[33] - Operating income for the fourth quarter of 2025 was $7.1 million, up 17.7% from $6.0 million in the same quarter of 2024[33] Cash Flow and Expenses - The company reported cash flows from operating activities of $13.9 million for Q4 2025, compared to $9.4 million in Q4 2024[12] - The company provided $62.9 million in net cash from operating activities for the year ended December 31, 2025, compared to $66.5 million in 2024[36] - Total operating costs and expenses for the year were $135.0 million, up from $123.4 million in 2024, indicating a 9.4% increase[33] Debt and Financial Ratios - Outstanding debt as of December 31, 2025, was $230.0 million, with a leverage ratio of 2.72x and a fixed charge coverage ratio of 3.45x[14] - Long-term debt increased to $230 million in 2025, compared to $170 million in 2024, reflecting a 35.3% rise[31] - Interest expense for the year ended December 31, 2025, is expected to be $13,565, up from $11,927 in 2024, indicating an increase of approximately 13.76%[22] Future Outlook - For FY 2026, the company expects Adjusted EBITDA between $90.5 million and $95.5 million, driven by large horsepower unit deployments and operational improvements[5] - Growth capital expenditures for 2026 are projected to be between $55 million and $70 million, reflecting strong demand for compression services[6] - Forward-looking statements indicate potential growth in EBITDA and capital expenditures, subject to various market conditions and uncertainties[26] Shareholder Returns - The company initiated its inaugural dividend in Q3 2025 and increased it by 10.0% in Q4, returning $2.6 million to shareholders in the second half of 2025[3] Operational Metrics - Rented horsepower increased by 37,000 to 563,000, representing a 14.4% year-over-year growth, with fleet utilization at a record 84.9%[3] - Total assets as of December 31, 2025, amounted to $586.8 million, a significant increase from $492.5 million in 2024[31] - Gross margin for the three months ended June 30, 2025, is reported at $15,350, with an Adjusted Gross Margin of $24,223 for the same period[19] - Adjusted Gross Margin for the year ended December 31, 2025, is expected to reach $100,537, up from $87,986 in 2024, indicating a growth of about 14.23%[19] Communication with Investors - The company plans to host a conference call on March 17, 2026, to review its third-quarter results, indicating ongoing communication with investors[23] - The company emphasizes the importance of Adjusted EBITDA as a measure of operating performance, which excludes certain non-cash and nonrecurring items[20] - The company operates in the natural gas and electric compression equipment sector, providing services primarily to the energy industry[24]

Product Overview - The Swoop® Portable MR Imaging System is significantly less expensive and requires no high-cost site shielding, making it accessible at any healthcare facility [3]. - The Swoop system's image quality is approaching that of conventional MRI, with a comparison showing 0.064T for the Swoop system versus 1.5T for conventional MRI [9]. - The AI-enabled imaging software enhances image clarity and consistency, providing sharper anatomical detail to support confident diagnoses at the point of care [11]. - The Swoop system qualifies for existing reimbursement (CPT 70551), providing a strong economic value proposition for medical offices [15]. - The next-generation system is designed for multiple brain imaging applications, indicating a broad FDA clearance for imaging patients of all ages [24]. Market Opportunity - The total addressable market (TAM) for MRI in multiple sites of care is estimated to exceed $16 billion, with specific segments like outpatient settings projected to grow substantially [5]. - A typical neurologist orders 500-600 MRIs annually, and 90% of private neurology practices do not have on-site MR imaging, indicating a strong market opportunity for the Swoop system [15]. - The company has a first-mover advantage in the U.S. hospital market with proprietary patents and a global footprint through partnerships with leading distributors [24]. Business Strategy - The hospital business segment aims to increase access to MRI, improve patient progress, and reduce transportation wait times, with a focus on critical care and emergency departments [12]. - The international business strategy includes launching Optive AI software in 10 European languages and obtaining clearance for the next generation Swoop system in Europe and Canada by the end of 2026 [16]. - The company is actively engaged with several Integrated Delivery Networks (IDNs) to standardize care in adult and pediatric critical care settings, indicating strong market expansion efforts [19]. - The recent international launch of Optive AI is expected to enhance the company's product offerings and market reach, with a focus on lead generation in office settings [19]. Sales and Implementation - The company has installed over 200 Swoop systems globally, supported by a dedicated sales and implementation team of approximately 15 full-time equivalents (FTEs) and 10+ markets [18]. - The company has established a network of reference sites and key opinion leaders globally through partnerships, enhancing its market presence [16]. Future Growth - The next-generation Swoop system has received overwhelmingly positive feedback from the radiology community, with a robust pipeline of multiple deals and inbound requests for quotes and product demos [19]. - The next-generation system is expected to be commercially available in the U.S. by May 2025, with reimbursement already validated under existing CPT codes [24]. - Future opportunities include expansion into new anatomies and interventions, such as diabetic foot applications and teleradiology integration, which are expected to drive additional growth [22]. - The company is focusing on product segmentation to optimize pricing strategies in office settings, enhancing revenue potential [19]. Leadership - Leadership team has a proven track record of success, which is expected to support the company's strategic initiatives and growth plans [23].

Regulatory Environment - Unified has no single customer or related group of customers whose banking activities would materially impact earnings capabilities[10] - Unified is required to maintain minimum levels of capital in accordance with FDIC capital adequacy guidelines, with specific capital positions detailed in the financial statements[35] - The FDIC may terminate deposit insurance if Unified engages in unsafe practices or is in an unsafe condition[33] - Unified exceeded its minimum capital requirements under applicable guidelines as of December 31, 2025[28] - The Dodd-Frank Act has imposed new rules affecting deposit insurance assessments and capital requirements for financial institutions[34] - Unified is subject to supervision and regulation by the Federal Reserve, FDIC, and Ohio Division of Financial Institutions[20] - The regulatory environment is highly competitive, with Unified facing competition from various financial institutions in its operating regions[11] - The Company is required to obtain prior approval from the Federal Reserve for significant acquisitions and control changes[24] - The implementation of Basel III accounting for capital adequacy began in March 2015, overseen by the Federal Reserve, FDIC, and OCC[36] - As of December 31, 2025, the Bank was classified as well capitalized under the prompt corrective action guidelines[37] Financial Performance - Total assets increased to $828,079 million in 2024 from $802,054 million in 2023, representing a growth of 3.1%[61] - Net interest income decreased by $597 million, from $27,424 million in 2023 to $26,827 million in 2024[63] - Total interest and dividend income rose by $3,111 million, driven by an increase in loans by $3,134 million[63] - Total interest expense increased by $3,708 million, with time deposits contributing $2,493 million to this rise[63] - The net interest spread decreased from 3.28% in 2023 to 3.01% in 2024[61] - The average yield on tax-exempt securities available for sale was 4.71% in 2024, compared to 4.82% in 2023[61] - Total interest-bearing liabilities increased to $608,613 million in 2024 from $597,737 million in 2023, marking a rise of 1.5%[61] Employee Information - Unified has 125 full-time employees, with 39 in management positions and 8 part-time employees[53] - The Company has no compensated employees, as it operates as a holding company[53] Credit Losses and Loan Concentrations - The allowance for credit losses (ACL) is based on historical loss experience and current economic conditions, with significant changes expected from period to period[70] - The company’s largest loan concentration as of December 31, 2025, includes 1st lien 1-4 family loans at $89,580 million, representing 18.2% of total loans[68] - The ratio of net charge-offs to average loans outstanding increased to 0.08% in 2025 from 0.07% in 2024 and 0.02% in 2023[78] - The total allowance for credit losses to total loans rose to 0.87% in 2025, compared to 0.82% in 2024 and 0.81% in 2023[78] - The allowance for credit losses allocated to commercial real estate loans was $2,571 million, representing 61.65% of the total allowance in 2025[79] - The ratio of nonaccrual loans to total loans increased to 0.46% in 2025 from 0.15% in 2024 and 0.10% in 2023[78] - The ratio of total allowance for credit losses to nonperforming loans decreased to 188.02% in 2025 from 508.33% in 2024 and 611.23% in 2023[78] - The ratio of installment loans net charge-off to average consumer loans was 1.93% in 2025, consistent with 2023 but down from 2.16% in 2024[78] - The allowance for credit losses allocated to residential real estate loans was $1,034 million, accounting for 18.22% of the total allowance in 2025[79] - The allowance for credit losses allocated to commercial and industrial loans was $544 million, representing 18.72% of the total allowance in 2025[79] Deposit Insurance and Claims - Unified's deposits are insured by the FDIC, which assesses premiums based on capital levels and supervisory evaluations[32] - The Federal Deposit Insurance Act prioritizes claims of depositors in the event of liquidation, ensuring they are paid before unsecured creditors[45] - Uninsured deposits increased to approximately $124.2 million in 2025, up from $110.2 million in 2024 and $89.8 million in 2023[80] - The total amount of time deposits greater than $250,000 was $41,486 thousand as of December 31, 2025[81] Government Policies - The fiscal and monetary policies of the federal government, particularly those of the Federal Reserve, significantly affect Unified's business and earnings[49] - The SEC's final Executive Compensation Clawback Rules require listed companies to implement policies to recoup bonuses if financial results are misstated, with compliance required by December 1, 2023[42] Business Operations - Ohio chartered banks can establish branches anywhere in Ohio, subject to regulatory approvals, and can also engage in interstate branching under certain conditions[43] - The Company operates solely in the banking sector, with no diversification into other business lines[57]

Supply Chain and Vendor Dependence - The company's 20 largest suppliers accounted for approximately 80% of merchandise purchased in fiscal 2026, with five suppliers (Apple, Samsung, HP, LG, and Sony) representing about 55% of total merchandise purchased [80]. - The company imports approximately 1% to 3% of its overall assortment directly, relying heavily on foreign vendor imports, particularly from China, Mexico, and Southeast Asia [59]. - The company’s reliance on key vendors subjects it to risks related to supply constraints and pricing pressures, which could affect margins [81]. - The company relies on third-party vendors for critical operations, and any disruptions in these relationships could negatively impact revenues and cost structures [94]. - Supply chain disruptions could adversely affect revenue and profitability, especially with increasing online purchases and reliance on a limited number of carriers [92]. Economic and Market Conditions - The company is highly sensitive to macroeconomic conditions, which could adversely affect consumer demand and financial results [53]. - Geopolitical tensions and trade policies may disrupt the supply chain and increase costs, impacting overall financial performance [58]. - The retail sector's competitive landscape is intensifying, with pressure from multi-channel retailers and e-commerce businesses affecting profit margins [69]. - The company faces challenges in maintaining a competitive cost structure due to rising labor costs and the need to offer competitive compensation [77]. - Catastrophic events, including natural disasters and pandemics, pose risks to operations and financial performance, potentially disrupting supply chains [63]. - The rapid pace of technological advancement and changing consumer preferences may adversely impact revenue and profitability if not managed effectively [66]. - Increased competition from AI-driven tools and platforms may challenge the company's pricing flexibility and market position [80]. Financial Performance and Guidance - In fiscal 2026, Best Buy generated $41.7 billion in revenue, a 0.4% increase from $41.5 billion in fiscal 2025, with comparable sales growing by 0.5% [178]. - Gross profit for fiscal 2026 was $9.373 billion, representing 22.5% of revenue, slightly down from 22.6% in fiscal 2025 [177]. - Operating income for fiscal 2026 was $1.389 billion, with an operating income margin of 3.3%, up from 3.0% in fiscal 2025 [177]. - Net earnings for fiscal 2026 were $1.069 billion, leading to a diluted EPS of $5.04, an increase from $4.28 in fiscal 2025 [177]. - The company’s financial performance guidance is subject to various risks and uncertainties, which could lead to a decline in stock price if not met [117]. Strategic Initiatives and Investments - The company may pursue new strategic initiatives, including acquisitions and expanding revenue streams, but these strategies carry inherent risks and uncertainties [87]. - The company launched Best Buy Marketplace in fiscal 2026, aiming to expand third-party seller count and enhance product assortment without inventory investment [171]. - Best Buy Ads is expected to grow in fiscal 2027 through existing advertisers and new opportunities, supported by investments in technology and marketing [170]. - The company plans to continue identifying cost reductions in fiscal 2027 to fund investments and offset financial pressures [172]. Store Operations and Expansion - The total number of domestic stores at the end of fiscal 2026 was 926, with a total square footage of 35,954 thousand [133]. - The total number of international stores at the end of fiscal 2026 was 142, with a total square footage of 3,575 thousand [135]. - The company plans to increase its Domestic segment Best Buy store count by approximately 4 stores by the end of fiscal 2027 [184]. - The company closed select non-traditional store locations as part of a restructuring initiative, with additional closures expected in fiscal 2027 [185]. Financial Management and Shareholder Returns - The Board approved a quarterly cash dividend increase of 1% to $0.96 per share on March 3, 2026 [147]. - During fiscal 2026, the company repurchased and retired 4.0 million shares at a cost of $273 million [149]. - The company has a share repurchase authorization of $5.0 billion with no expiration date [149]. - Cash dividends declared and paid in fiscal 2026 amounted to $801 million, a slight decrease from $807 million in fiscal 2025, despite an increase in the quarterly cash dividend per share to $3.80 [226][225]. Risks and Compliance - The company faces risks from external factors, including negative public remarks and heightened violence, which could adversely affect business operations [84]. - The company is subject to evolving corporate governance and public disclosure regulations, which may increase general and administrative expenses [112]. - The company is subject to audits by tax authorities, which may lead to adjustments in liabilities for unrecognized tax benefits based on the outcomes of these audits [245]. - The company is heavily reliant on information technology systems for key business processes, and any failures could have a material adverse impact on operations [99]. - Increasing costs associated with information security and privacy could materially affect the company's operations and financial results [108]. Performance Metrics and Adjustments - The effective tax rate decreased to 24.0% in fiscal 2026 from 28.7% in fiscal 2025, primarily due to restructuring charges [186]. - A 10% change in markdown adjustments as of January 31, 2026, would have impacted net earnings by approximately $9 million in fiscal 2026, with markdown adjustments remaining stable over the last three fiscal years [244]. - A 10% change in services membership deferred revenue as of January 31, 2026, would have affected net earnings by approximately $42 million in fiscal 2026, with deferred revenue levels stable over the last three fiscal years [250]. - The company values inventory at the lower of cost or net realizable value, with markdown adjustments reflecting excess costs over expected recovery from inventory sales [242]. - Management's estimates for markdown adjustments involve uncertainties related to historical recovery rates and consumer demand forecasts [243].

Financial Performance - 4D Molecular Therapeutics reported collaboration and license revenue of $85 million for the year ended December 31, 2025, compared to $0 million in 2024[12]. - The net loss for 2025 was $140 million, an improvement from a net loss of $161 million in 2024, resulting in a net loss per share of $2.42[14][21]. - 4DMT has $514 million in cash, cash equivalents, and marketable securities as of December 31, 2025, sufficient to fund operations into the second half of 2028[11]. - The company strengthened its balance sheet with a $118 million financing, extending its cash runway into the second half of 2028[9]. Research and Development - Research and development expenses increased to $196 million in 2025 from $141 million in 2024, primarily due to the execution of Phase 3 clinical trials for 4D-150[12]. - The company completed enrollment in the 4D-150 4FRONT-1 Phase 3 trial within approximately 11 months, with topline data expected in the first half of 2027[6]. - The target enrollment for the 4FRONT-1 and 4FRONT-2 Phase 3 trials was increased from 400 to 480 patients per trial to enhance regulatory success[9]. - 4D-150 demonstrated consistent and durable benefits in the PRISM Phase 1/2 trial, maintaining visual acuity and reducing treatment burden over 1.5-2 years of follow-up[9]. Strategic Partnerships - A strategic partnership with Otsuka Pharmaceutical was established, providing an upfront cash payment of $85 million and expected cost-sharing of at least $50 million over three years[7]. - The company is eligible for up to $336 million in potential regulatory and commercial milestones and tiered double-digit royalties from the Otsuka collaboration[8].

Financial Performance - The company has incurred net losses of $31.9 million and $32.9 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $311.7 million as of December 31, 2025[278]. - The company expects to continue incurring significant operating costs related to the development and commercialization of new tests and services, necessitating additional capital[281]. - The company may need to raise additional funds through public or private equity or debt financings to support operations and expansion[285]. - The company has federal net operating loss (NOL) carryforwards of approximately $275.8 million, with $70.3 million beginning to expire in 2028[352]. - The company may need to raise additional funds through equity or debt financing, which could dilute stockholders' ownership interests[348]. Revenue Dependence and Risks - The company relies substantially on the PreTRM test for revenue, and any failure to increase its adoption or develop new products could harm business prospects[276]. - The company derives substantially all of its revenues from the PreTRM test, and any failure to increase its adoption or develop new products could harm its business[297]. - Third-party payers currently do not reimburse for the PreTRM test, and changes in reimbursement policies could adversely affect revenue[279]. - There is substantial uncertainty regarding whether third-party payers will cover and reimburse the company's tests, which could limit revenue generation[365]. - The company faces risks related to billing disputes with third-party payers, which may lead to decreased revenue and requests for recoupment of previously paid amounts[371]. Competition and Market Challenges - The company faces intense competition in the life science industry, which could impact its ability to sustain revenue growth and achieve profitability[276]. - The company faces intense competition in the life sciences industry, with many competitors having greater financial resources and expertise in research and development[311]. - The success of the PreTRM test and future products depends on achieving broad scientific and market acceptance, which is uncertain due to various market forces[299]. Operational and Compliance Risks - The company may experience operational challenges, including supply constraints and difficulties with transportation logistics, which could impact test performance and commercial attractiveness[300][314]. - The company operates a CLIA-certified laboratory facility in Salt Lake City, which is critical for processing tests; any operational failure could significantly harm its business[315]. - The company must comply with federal and state laboratory licensing requirements, including CLIA regulations, to maintain its ability to perform tests and bill for them[398]. - Failure to maintain CLIA certification could lead to significant sanctions, including revocation of certification, adversely affecting business operations[400]. - The company is subject to risks associated with international operations, including changes in foreign laws and potential tariffs that could adversely affect cost of goods sold and market access[344]. Regulatory and Legal Compliance - The company is subject to evolving privacy laws, which could complicate compliance and increase operational risks[419]. - The company must navigate complex compliance issues arising from various federal and state laws governing patient health information, which could lead to increased litigation risks[422]. - The company may face enforcement actions from the FTC or state agencies regarding promotional materials, which could adversely affect its business[413]. - The company is subject to significant penalties and liabilities if it fails to comply with laws and regulations related to claims submission[373]. Intellectual Property and Technology Risks - The company's ability to protect its proprietary technology and brand is heavily reliant on obtaining, maintaining, and enforcing intellectual property rights[456]. - There is uncertainty regarding the patent positions of diagnostic companies, which may adversely affect the company's competitive ability in the market[456]. - The company may face challenges in patent validity and enforceability, which could lead to increased competition and negatively affect its business and financial condition[458]. - The company may not be aware of all third-party intellectual property rights that could relate to its tests or technology, leading to potential legal disputes[459]. Customer Concentration and Market Strategy - The company is subject to customer concentration risk, relying on a limited number of direct customers for a significant portion of its revenue[276]. - A significant portion of the company's revenue is expected to come from a limited number of direct customers, including Elevance Health, exposing it to customer concentration risk[303]. - The company is evaluating international expansion, with an initial focus on Europe, to increase its market presence[297]. Data Privacy and Cybersecurity - Security breaches could compromise sensitive information, including personal health information (PHI), leading to legal claims and financial penalties[429][430]. - Cybersecurity incidents could disrupt operations, affecting the company's ability to provide services and manage administrative functions, which may harm its reputation[431]. - The company relies on third-party service providers for critical business systems, and any cybersecurity incidents at these providers could have adverse consequences[441]. Economic and Market Conditions - The company’s financial condition may be adversely affected by external factors such as inflation and unstable economic conditions[277]. - Changes in the macroeconomic environment, including inflation and geopolitical conditions, could adversely impact the company's operating results[355]. - Public health threats, such as pandemics, could materially affect the company's operations and those of its third-party partners[350].

Financial Performance - As of December 31, 2025, the company generated approximately $614.9 million in revenue, a 7.1% increase from $573.7 million in 2024, with a net income of $4.7 million and an Adjusted EBITDA of $56.4 million[29]. - For the years ended December 31, 2025 and 2024, the company generated revenue of approximately $614.9 million and $573.7 million, respectively, with gross profit of $113.3 million and $81.5 million[57]. - The company’s gross profit margin for the year ended December 31, 2025, was 17.2%, an increase from 15.9% in 2024[29]. - The company has experienced seasonality in revenue, with lower activity in the fourth quarter due to public holidays[93]. - The company has successfully managed inflationary cost increases through pricing, productivity, and cost-cutting initiatives[93]. User Transactions and Growth - The company completed over 4.0 million user transactions from inception in July 2016 to December 31, 2025, totaling approximately $3.4 billion in transaction value[29]. - The company has an average of approximately 16,602 new users per quarter, defined as users completing their first transaction during that period[29]. - Bitcoin represents 99% of the total transaction volume for the year ended December 31, 2025[477]. - The company has launched BDCheckout, which allows users to load cash into their accounts at retail locations, diversifying revenue streams and increasing transaction volumes[59]. Market Presence and Expansion - The company operates approximately 9,700 kiosks across 48 U.S. states, 10 Canadian provinces, 6 Australian states, and Hong Kong, addressing approximately 69% of the U.S. population[30][49]. - The company holds a market share of approximately 23% in North America as of December 31, 2025, making it the largest BTM operator in the region[49]. - The total number of BTMs deployed globally grew from approximately 1,000 to 40,000 from January 1, 2017, to December 31, 2025, representing a CAGR of approximately 42%[43]. - The company has signed a master placement agreement with EG America LLC to install BTMs in approximately 900+ locations, marking a significant expansion[60]. - The company intends to expand into the state of New York, estimating the market could support thousands of kiosks based on comparisons with other states[56]. - The company completed the acquisition of Instant Coin Bank, further consolidating its presence in Texas and Oklahoma, reinforcing its leading market position[64]. Compliance and Regulatory Environment - The company has invested in robust compliance procedures, requiring customer identification for transactions, making it one of the few operators in the industry to implement such standards[52]. - The company is subject to various anti-money laundering laws and has implemented a compliance program to prevent illicit activities[94]. - Arizona's new Cryptocurrency Kiosk License Fraud Prevention law mandates a 10-day introductory period for new customers and daily transaction limits of $2,000 for new customers[103]. - Arkansas's Money Transmission Kiosk Act requires a fee cap of the greater of $5 or 18% and daily transaction limits of $2,000 for new customers[104]. - California's Digital Financial Assets Law limits charges to the greater of $5 or 15% of the transaction amount and requires written disclosures prior to transactions[106]. - Connecticut's Act Concerning Digital Assets imposes a transaction limit of $2,000 for new customers and caps fees at 15%[111]. - Illinois SB 2319 mandates a fee cap of 18% and daily transaction limits of $2,500 for new customers and $10,500 for existing customers[113]. - Iowa Code § 533C.1004 imposes a fee cap of the greater of $5 or 15% and a daily transaction limit of $1,000 for all customers, with an aggregate limit of $10,000 for new customers in their first 30 days[114]. - Louisiana H 483 requires a daily transaction limit of $3,000 and a 72-hour delay in transaction processing, allowing full refunds within this period without proof of fraud[115]. - Maine's legislation mandates a fee cap of the greater of $5 or 3% and a daily transaction limit of $1,000, with full refunds for fraudulent transactions within 90 days of the first kiosk transaction[116]. - Maryland S 305 establishes daily transaction limits of $2,000 for new customers and $10,500 for existing customers, with mandatory refunds for verified fraudulent transactions[117][118]. - Nebraska's LB 609 sets a transaction limit of $2,000 for new customers and $10,500 for existing customers, with an 18% fee cap and full refunds for new customers within their first 14 days[121]. - North Dakota H 1447 requires a daily transaction limit of $2,000 for all customers, focusing on record-keeping through mandatory receipts[122][123]. - Oklahoma S 1083 imposes a fee cap of 15% and a daily transaction limit of $2,000 for new customers, with full refunds for fraudulent transactions within the first 72 hours[124]. - Rhode Island SB 16 mandates daily transaction limits of $2,000 for new customers and $5,000 for existing customers, with full refunds for fraudulent transactions within the first 30 days[125][126]. - Vermont H.137 establishes a fee cap of the greater of $5 or 15% and daily transaction limits of $2,000 for new customers and $5,000 for existing customers, with full refunds for fraud reported within 90 days[127][128]. Competition and Market Dynamics - The company faces competition from traditional financial institutions, fintech companies, and digital payment firms[481]. - The company anticipates that competition will intensify as new entrants and existing competitors enhance their offerings[481]. - The digital financial system is characterized by healthy competition and rapid innovation, with new products frequently introduced[479]. - The adoption of cryptocurrency is expected to grow, expanding the company's addressable market[477]. - The company must continue to offer competitive features and functionalities to stay relevant in the evolving market[481]. Operational Insights - The company has a significant reliance on Circle K, which represented approximately 18% and 23% of total revenues for the years ended December 31, 2025 and 2024, respectively[76]. - The company has a sophisticated Bitcoin management process, maintaining a balance of less than $1.0 million in hot wallets to manage volatility[54]. - The company typically holds less than $2.0 million in Bitcoin in its hot wallets to fulfill user orders while replenishing through liquidity providers[88]. - The company has lease commitments to acquire all kiosks for a bargain purchase option at the end of the lease term as of December 31, 2025[84]. - As of December 31, 2025, the company employed 135 full-time employees, with no labor union representation[89]. - The company is exposed to currency fluctuations, but transaction gains and losses were insignificant for the years ended December 31, 2024, and 2025[475]. - The cost of new kiosks may be significantly higher due to inflation, supply constraints, and labor shortages[478].

Revenue and Expenses - Fourth quarter 2025 revenue was $10,000, a decrease from $24,000 in the fourth quarter of 2024, while full year 2025 revenue totaled $81,000, up from $77,000 in 2024[9][13] - Total operating expenses for Q4 2025 were $9.0 million, down from $9.4 million in Q4 2024, and full year operating expenses were $36.6 million, slightly lower than $36.7 million in 2024[9][13] - Research and development expenses for Q4 2025 were $3.2 million, compared to $3.1 million in Q4 2024, while full year R&D expenses decreased to $13.2 million from $14.7 million in 2024[9][13] - Selling, general and administrative expenses for Q4 2025 were $5.7 million, down from $6.3 million in the prior year, and full year SG&A expenses increased to $23.3 million from $21.9 million in 2024[10][14] - The net loss for Q4 2025 was $7.9 million, an improvement from $8.6 million in Q4 2024, while the full year net loss was $31.9 million, down from $32.9 million in 2024[12][15] Funding and Cash Position - The company completed a public offering in February 2025, generating approximately $57.5 million in gross proceeds, extending its cash runway through 2028[4] - As of December 31, 2025, the company had cash, cash equivalents, and available-for-sale securities of approximately $95.8 million, expected to fund operations through significant adoption and commercial milestones[15] - Cash and cash equivalents slightly decreased to $3.944 billion in 2025 from $4.043 billion in 2024, a decline of about 2.5%[28] Leadership and Growth - The company appointed new leadership, including Dr. Tiffany Inglis as Chief Medical Officer and Lee Anderson as Chief Commercial Officer, to support its next phase of growth[11] - Sera expanded its commercial engagement across 13 states, with advanced discussions with 10 commercial and Medicaid payers for the adoption of the PreTRM program[5] Assets and Liabilities - Total assets increased to $101.933 billion in 2025 from $72.575 billion in 2024, representing an increase of approximately 40.5%[28] - Current assets decreased to $40.770 billion in 2025 from $47.600 billion in 2024, a decline of about 14.5%[28] - Long-term marketable securities surged to $56.579 billion in 2025, up from $21.973 billion in 2024, marking an increase of approximately 157.5%[28] - Total liabilities rose to $26.525 billion in 2025 compared to $24.772 billion in 2024, an increase of about 7.1%[28] - Stockholders' equity increased significantly to $75.408 billion in 2025 from $47.803 billion in 2024, reflecting a growth of approximately 57.9%[28] - Accumulated deficit widened to $(311.722) billion in 2025 from $(279.794) billion in 2024, indicating an increase of about 11.4%[28] - Accounts payable decreased to $862 million in 2025 from $1.969 billion in 2024, a reduction of approximately 56.3%[28] - Deferred revenue remained relatively stable at $20.315 billion in 2025 compared to $20.223 billion in 2024, showing a slight increase of about 0.5%[28] - Additional paid-in capital increased to $386.864 billion in 2025 from $327.534 billion in 2024, representing a growth of approximately 18%[28] Clinical and Market Developments - The PRIME Study published in January 2026 demonstrated that the PreTRM® Test reduced preterm births by 56% and 32% for births before 32 and 35 weeks, respectively, and resulted in a 20% reduction in NICU admissions[5]

Currency and Market Risks - The company is exposed to fluctuations in currency exchange rates, which could negatively affect operating results, particularly if the U.S. dollar strengthens, increasing costs for international customers [167]. - A significant portion of operating revenues and expenses is incurred outside the U.S., making them subject to foreign currency fluctuations, which could adversely affect financial performance [167]. - The company has not engaged in hedging foreign currency transactions, increasing vulnerability to adverse financial impacts from currency fluctuations [168]. - A strengthening or weakening of the U.S. dollar against other currencies may negatively or positively affect the company's operating results [340]. - The company is exposed to market risks primarily due to fluctuations in foreign currency exchange and interest rates [337]. Legal and Regulatory Risks - Legal and regulatory risks related to data protection and privacy laws could result in substantial costs and liabilities, potentially impacting sales of software [173]. - The company is subject to various laws and regulations, including the GDPR, which imposes strict obligations on data protection and could lead to fines up to €20 million or 4% of global turnover for non-compliance [175]. - Ongoing legal proceedings and litigation could result in significant liabilities and increased costs, potentially diverting resources from core business activities [178]. - Compliance with evolving privacy and data protection laws may require changes to business practices, potentially increasing operational costs [175]. - Future legal developments regarding data transfer regulations may require modifications to operational practices, potentially incurring greater costs [177]. - Compliance with legal and regulatory requirements in various countries is crucial; failure to meet these could result in significant liabilities and loss of customers [188]. - Non-compliance with anti-corruption and anti-bribery laws could result in significant legal liabilities and harm the company's business [205]. - The use of open source software may expose the company to litigation risks and could require costly changes to proprietary products [189]. - Indemnity provisions in customer agreements could lead to substantial liabilities for intellectual property infringement and data protection violations [190]. - The company is subject to potential securities class action litigation, which could result in substantial costs and divert management's attention [208]. Intellectual Property Risks - The company relies on a combination of patents and other intellectual property protections, but there is no guarantee that these will provide competitive advantages or be upheld in litigation [183]. - The company may face challenges in protecting proprietary technology, which could impair competitive position and lead to reduced revenue [183]. - The inability to enforce intellectual property rights could lead to delays in product sales and impair functionality, negatively impacting the company's reputation [187]. - The company may incur significant costs to monitor and protect its intellectual property rights, including potential litigation expenses [185]. Financial Position and Operations - Changes in tax laws and interpretations may adversely affect the company's financial position and results of operations [192]. - The company may face increased scrutiny and potential penalties related to its tax positions and transfer pricing in various jurisdictions [193]. - The implementation of new critical systems may disrupt operations and affect internal reporting processes [200]. - The company had cash, cash equivalents, restricted cash, and investments totaling $1.1 billion as of January 31, 2026 [338]. - A hypothetical 100 basis point increase in interest rates would result in an approximate $2.7 million decrease in the fair value of the investment portfolio [338]. - The company has a secured revolving credit facility of $750.0 million, which may be increased by an additional $250.0 million [339]. Operational Risks - Unfavorable conditions in the global economy could limit the company's ability to grow and negatively affect operating results [216]. - The company may experience disruptions due to natural catastrophic events and man-made problems, impacting business operations [217]. - Anti-takeover provisions in the company's charter documents could make acquisitions more difficult and limit stockholder actions [209].