For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to __________ Commission File Number: 001-41108 PIERMONT VALLEY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 98-15981 ...

Financial Performance - The principal balance of loans and finance receivables grew at a compound annual growth rate of 30.3%, from $1,263.1 million in 2020 to $4,748.0 million in 2025[45] - Revenue increased at a compound annual growth rate of 23.8%, from $1,083.7 million in 2020 to $3,151.7 million in 2025[45] - Net income from continuing operations decreased from $378.1 million in 2020 to $308.4 million in 2025, with net income as a percent of revenue dropping from 34.9% to 9.8%[45] - Adjusted EBITDA grew at a compound annual growth rate of 14.6%, from $415.3 million in 2020 to $820.9 million in 2025, with adjusted EBITDA as a percent of revenue decreasing from 38.3% to 26.0%[45] Market Opportunities - The U.S. consumer lending opportunity market is estimated at $85 billion, while the small business loan market is estimated at $313 billion[37] - The company plans to introduce new products and services to attract consumers and small businesses not well served by traditional lenders, including installment loans and international money transfer services[45] Technology and Data Utilization - The company has accumulated over 95 terabytes of consumer behavior data from more than 69 million transactions, enhancing its marketing and underwriting capabilities[38] - The technology platforms are designed for scalability and flexibility, allowing for quick market entry and product launches typically within three to six months[48] - The company has developed a decision engine that utilizes over 100 algorithms and more than 1,000 variables to make rapid credit and financing decisions, supported by a team of approximately 90 data and analytics professionals as of December 31, 2025[50] - The company processes nearly 100 million credit reports annually, leveraging a scalable IT infrastructure to accommodate business growth and meet customer demand[49] - The fraud prevention system employs artificial intelligence and machine learning to detect fraud trends and identify fraudulent applications, significantly reducing the false positive rate[54] Marketing Strategies - Marketing efforts utilize a multi-channel approach, including television, digital, and partner marketing, to build brand awareness and acquire new customers at low cost[57] Customer Base and Service - The company's customer base for consumer loans predominantly falls within the low to fair range of FICO scores, generally between 500 and 680, with a focus on predictive assessments of future payment behavior[52] - The company emphasizes superior customer service through in-house contact centers, which are not outsourced, to enhance customer experience and satisfaction[58] Regulatory Environment - The company is subject to extensive regulation under various federal and state laws, including the Truth in Lending Act and the Fair Credit Reporting Act[83] - The company has a strong focus on compliance with consumer protection laws, including the Equal Credit Opportunity Act[84] - The company is committed to maintaining an anti-money laundering compliance program as required by the USA PATRIOT Act and the Bank Secrecy Act[92] - The company expects ongoing examinations of its lending products by the CFPB, which has regulatory authority over consumer financial products[94] - The CFPB's final rule under Section 1071 requires covered lenders to collect and report data on small business credit applications, including minority and women-owned status, with compliance deadlines extended to January 1, 2028[97] Employee and Workforce Development - As of December 31, 2025, the company had 1,836 employees, with 1,794 located in the United States[75] - The company offers competitive total rewards packages, including employer-subsidized health insurance and a 401(k) match[80] - The company is committed to fostering a diverse workforce, hiring talent from various educational backgrounds, including STEM fields[76] - The company encourages community involvement through its Enova Gives program, providing employees with one paid volunteer day per year[78] - The company utilizes an enterprise learning management system to deliver and manage online learning for employee development[79] Competitive Advantage - The company has a significant competitive advantage due to its proprietary technology, analytics expertise, and established brand recognition, making it difficult for new entrants to replicate its success[63] - Intellectual property protections, including trademarks and trade secrets, are critical for maintaining the company's competitive edge in the market[65] Market Risks and Challenges - Changes in market interest rates can significantly impact the fair value of loans and finance receivables, with a 100 basis point increase in discount rates potentially decreasing fair value by approximately 0.54% in 2025[383] - Increasing estimates for future credit losses to 110% of current expectations would decrease the fair value of loans and finance receivables by approximately 2.4% in 2025[384] - A 10% increase in future prepayment estimates would decrease the fair value of loans and finance receivables by 0.54% in 2025[385] - The company must comply with various state regulations that may impose significant costs or limitations on its consumer lending operations[101] - The company regularly monitors proposed legislation that could affect its business, particularly in states that have enacted restrictions on consumer loan products[106] - Local regulations increasingly restrict short-term lending, which could impact the company's operations in various jurisdictions[109]

Financial Strategy - The Company unveiled the Path Forward Plan in Q2 2024, aiming to improve its balance sheet and enhance operational efficiencies[45] - The Company targets to reduce its Net Debt to Adjusted EBITDA leverage ratio over the next two to three years[47] - The Company plans to focus on asset dispositions, including non-core properties, to refine its portfolio[45] Property Management and Operations - The Company emphasizes decentralized property management to optimize operations and tenant mix at each Center[51] - The Company is pursuing ground-up development projects selectively to increase growth opportunities[56] - Tenant occupancy costs are a critical factor for profitability, with a focus on maintaining low costs relative to tenant sales[65] Rental Income and Lease Expirations - Consolidated Centers reported minimum rents of 8.1% for 2025, up from 7.9% in 2023, while percentage rents decreased to 0.6% from 0.8%[66] - Average base rent per square foot for consolidated centers increased to $66.92 in 2025 from $61.66 in 2023, reflecting a growth of 8.5%[67] - Unconsolidated joint venture centers showed an increase in average base rent per square foot to $79.47 in 2025, up from $70.42 in 2023, marking a 12.9% increase[67] - Scheduled lease expirations for consolidated centers indicate that 15.60% of total leased GLA will expire in 2026, with an ending base rent of $70.67 per square foot[70] - For big boxes and anchors, 4.61% of total leased GLA will expire in 2026, with an ending base rent of $27.31 per square foot[71] - The average base rent per square foot on leases executed during 2025 for consolidated centers was $66.92, compared to $65.62 in 2024[68] Tenant Composition and Performance - Approximately 73% of total rents for the year ended December 31, 2025, were derived from Mall Stores and Freestanding Stores under 10,000 square feet[60] - Major tenants accounted for 27% of total rents from Big Box and Anchor tenants, with Dick's Sporting Goods contributing 4%[62] - Anchors accounted for approximately 6.9% of the company's total rents for the year ended December 31, 2025[74] - The Company is focusing on maintaining strong anchor tenants to drive customer traffic and enhance the desirability of its centers[72] Employee Relations and Diversity - As of December 31, 2025, the Company employed approximately 598 individuals, with a turnover rate of 14.3%[87][88] - The Company achieved a Net Promoter Score (NPS) of 55, indicating excellent employee relations according to Bain & Company's scoring framework[87] - The Company recognizes the importance of diversity, with approximately 58% of its employees identifying as female and 30% belonging to underrepresented groups[91] - The Company has implemented various employee benefits, including a 401(k) plan, stock purchase program, and comprehensive health insurance[93] Sustainability and Corporate Responsibility - The Company has maintained a strong commitment to sustainability, achieving the 1 GRESB ranking in the North American Retail Sector for ten consecutive years[95] - The Company has established operational protocols to ensure the health and safety of employees and customers at its centers[92] Debt Management and Interest Rate Risk - The Company is exposed to interest rate risk and manages this by maintaining a ratio of fixed-rate long-term debt to total debt[376] - As of December 31, 2025, the total long-term debt for the Consolidated Centers is $5.1 billion, with a fair value of $4.98 billion[377] - The average interest rate for fixed rate debt at the Consolidated Centers is 4.56%, while the average interest rate for floating rate debt is 5.62%[378] - The Company's pro rata share of the Unconsolidated Joint Venture Centers' total fixed rate debt is $1.55 billion, with an average interest rate of 5.29%[379] - A 1% increase in interest rates is estimated to decrease future earnings and cash flows by approximately $4.7 million per year based on $471.1 million of floating rate debt outstanding[382] - The Company utilizes derivative financial instruments to manage interest rate risk, including interest rate cap and swap agreements[380] - The total fixed rate debt for the Consolidated Centers was $4.7 billion as of December 31, 2024, indicating a slight increase in average interest rates from 4.40% to 4.56%[378] - The total floating rate debt for the Consolidated Centers increased from $0.4 billion in 2024 to $0.5 billion in 2025, with a decrease in average interest rates from 6.21% to 5.62%[378] - The Company's pro rata share of floating rate debt in Unconsolidated Joint Venture Centers decreased from $132.9 million in 2024 to $12.0 million in 2025[379] - The fair value of the Company's long-term debt is estimated using a present value model that reflects risks associated with similar long-term debt[383] - The Company extended a $200 million loan at South Plains Mall to November 6, 2029, at an existing rate of 4.22%[377]

Financial Performance - Revenue for 2025 was $947.7 million, an increase of 11.6% from $849.0 million in 2024, and a 16.9% increase from $811.1 million in 2023[23] - Net loss for 2025 was $(52.8) million, compared to $(20.8) million in 2024 and $(43.0) million in 2023, while non-GAAP net income was $7.9 million in 2025, up from $5.9 million in 2024 and $12.3 million in 2023[23] - Total capital expenditures were $36.2 million in 2025, representing 3.8% of sales, compared to $17.6 million (2.1% of sales) in 2024 and $15.5 million (1.9% of sales) in 2023[28] Market Strategy - The company aims to grow its market share within existing semiconductor customers by leveraging specialized engineering talent and early collaboration[30] - The company plans to expand its total available market by offering additional proprietary components and fluid control products[31] - The aerospace and defense sector is identified as a high-growth opportunity where the company's current market share is low, with plans to increase support for these customers[32] - Revenue from the aerospace and defense industry currently represents less than 10% of total sales, with plans to expand engagement in this sector for future growth[44] Customer Relationships - The company has established long-standing relationships with top-tier OEM customers, including Lam Research, Applied Materials, and ASML, which are crucial for competitive positioning[26] Manufacturing and Operations - The company focuses on improving manufacturing process efficiency to reduce cycle times and costs, enhancing profitability[33] - The manufacturing model is highly flexible, allowing for order-to-delivery cycle times as short as 20 to 30 days after receiving an order[47] - The company operates ISO 9001 certified facilities and adheres to strict design tolerances, with clean rooms meeting Class 100 and Class 10,000 standards[48] Product Offerings - The company’s gas delivery subsystems are critical for semiconductor manufacturing, ensuring precise control of gases used in various processes[34] - The company’s chemical delivery products are essential for blending and dispensing reactive chemistries in semiconductor manufacturing processes[36] - The advanced flow controller (AFC) has the fastest on/off response time of less than 100ms and can achieve flow rates as low as 0.01 sccm for high-precision applications[40] Market Concentration - The semiconductor equipment market is highly concentrated, with five companies accounting for over 70% of total revenues, and two customers, Lam Research and Applied Materials, representing 76% of total sales for 2025[43] Supply Chain Management - The company has developed a highly flexible supply chain management strategy, including just-in-time stocking programs to manage component inventories[51] Employment - As of December 26, 2025, the company employed approximately 1,891 full-time employees and 557 contingent/temporary employees worldwide[62] Intellectual Property - The company holds 103 granted patents and 105 pending patent applications, with expiration dates ranging from 2027 to 2043[57] Financial Risks - The company is exposed to foreign currency exchange risks, but most sales and supplier arrangements are in U.S. dollars, minimizing material impacts from exchange rate fluctuations[266] - The company has not engaged in foreign currency hedging transactions, and foreign currency transaction gains and losses have not been material to financial statements[267] - Total indebtedness was $125.0 million as of December 26, 2025, excluding $1.5 million in debt issuance costs[268] - $6.3 million of the total indebtedness is payable within the next 12 months[268] - The interest rate on outstanding debt is based on SOFR, plus an applicable rate depending on the leverage ratio[268] - A hypothetical 100 basis point change in the interest rate would result in a $1.3 million change to interest expense on an annualized basis[268] - The company does not engage in trading or speculative investments and has not used derivative financial instruments to manage interest rate risk exposure[268] - The company does not anticipate being exposed to material risks due to changes in interest rates[268]

Financial Performance - In 2025, Montana-Dakota served 120,678 residential customers generating revenues of $136.676 million, while commercial customers numbered 23,997 with revenues of $178.991 million[47]. - Other electric revenues, primarily transmission-related, were $77.4 million in 2025, up from $58.7 million in 2024 and $53.6 million in 2023[47]. - The natural gas distribution operations serve 1,082,329 customers, generating revenues of $1,149,136,000 in 2025, with residential customers contributing $680,035,000[76]. - Transportation and other revenues for the natural gas distribution operations were $134.4 million in 2025, up from $105.8 million in 2024[76]. - Montana-Dakota's natural gas distribution operations have a net plant investment of $2.8 billion and a rate base of $2.2 billion as of December 31, 2025[74]. Investments and Assets - As of December 31, 2025, Montana-Dakota's net electric plant investment was $2.1 billion and its rate base was $1.8 billion[44]. - The company's electric generating stations have a total nameplate rating of 863,012 kW and a projected net generation of 1,839,634,000 kWh for 2025[54]. - Montana-Dakota has secured coal supply agreements for its generating stations, estimating approximately 1.5 million tons per contract year for both Coyote and Big Stone Stations, and 585,000 tons for Wygen III through 2060[55][56][57]. - The net plant investment for WBI Energy Transmission was $1.0 billion as of December 31, 2025[94]. - WBI Energy Transmission's underground natural gas storage facilities have a certificated storage capacity of approximately 350 Bcf, including 193 Bcf of working gas capacity[98]. Operational Developments - Heskett Unit 4, an 88-MW natural gas-fired combustion turbine, became operational in July 2024, following the decommissioning of older units[52]. - The maximum peak demand for Montana-Dakota's retail customers was approximately 69,991 kW in July 2024[50]. - The Company completed the separation of Knife River on May 31, 2023, and Everus on October 31, 2024, enhancing stockholder value[18]. - The Company aims to enhance stockholder value through its "CORE" strategy, focusing on operational excellence and organic growth opportunities[17]. Environmental Commitment - Approximately 40% of the electricity delivered to customers in 2025 was from renewable resources, contributing to a 44% reduction in carbon dioxide emission intensity since 2005[51]. - Environmental-related capital expenditures are estimated at $1.5 million, $1.8 million, and $1.0 million for 2026, 2027, and 2028, respectively[71]. - The Company is investigating possible soil and groundwater impacts from historic manufactured gas plants, which may lead to additional costs for investigation and remediation[90]. - The Company may face significant future costs associated with compliance with legislative actions aimed at reducing greenhouse gas emissions, which could impact its results of operations[161]. Regulatory and Compliance Risks - The Company faces significant liabilities from wildfires, which could negatively impact operations and financial performance despite mitigation efforts[118]. - Changes in tax laws could adversely affect the Company's earnings and customer costs, impacting production tax credits[139]. - The Company is subject to environmental laws that may increase operational costs and expose it to liabilities, potentially affecting its financial performance[157]. - The Company may face challenges in obtaining adequate insurance coverage due to increased wildfire losses and related claims[120]. Cybersecurity and Operational Risks - The Company is subject to cybersecurity threats that could disrupt operations and lead to significant remediation costs[181][182]. - The Company has implemented a cyber risk management program to protect its information systems from various threats[193]. - The Company has ongoing cybersecurity training programs for employees to mitigate risks associated with data access and system vulnerabilities[195]. - The audit committee of the board of directors oversees risks from cybersecurity threats, receiving regular updates from the CIO[202]. Human Resources and Labor - The Company had 2,096 employees as of December 31, 2025, with 745 represented by collective-bargaining agreements[24][27]. - The Company must attract and retain skilled personnel to manage and grow its operations, facing challenges due to labor market dynamics[179]. Market and Competitive Environment - The Company is experiencing high competition in its electric utility and natural gas businesses, which could negatively affect its financial performance[176]. - The Company is exposed to capital market risks and may struggle to obtain financing required for operations and growth plans[123]. - Nonpayment or nonperformance by customers could negatively impact the Company's results of operations and cash flows[138]. Shareholder and Stock Performance - The Company has established a long-term dividend payout ratio target of 60% to 70% of regulated energy delivery earnings, maintaining an 88-year history of uninterrupted dividend payments[215]. - As of February 13, 2026, the Company's common stock was held by approximately 8,200 stockholders of record[214]. - The Company's stock price may be volatile due to various factors, including fluctuations in financial performance and market conditions, which could lead to litigation risks[167][168].

Financial Performance - Net sales for Q4 2025 were $127.1 million, a year-over-year decrease of 3%[5] - Full-year net sales decreased by 17% to $570.7 million compared to $691.0 million in 2024[5] - Net sales for Q4 2025 were $127.1 million, a decrease of 3% from $130.7 million in Q4 2024; for the full year, net sales dropped 17% to $570.7 million from $691.0 million[20] - Year-to-date net sales for 2025 were $570,671,000, down 17.4% from $691,042,000 in 2024[26] - Sales in the United States decreased by 8% in Q4 and 24% for the full year compared to the previous year[8] - Sales in the United States for Q4 2025 were $86,155,000, a decline of 7.8% from Q4 2024[26] - Latin America saw a significant increase in Q4 2025 sales, rising 106.2% to $8,849,000 compared to Q4 2024[26] Profitability Metrics - Gross margin improved to 31.0%, up 380 basis points compared to Q4 2024[5] - Adjusted EBITDA for Q4 2025 was $(3.8) million, an improvement of $6.3 million from $(10.2) million in Q4 2024[5] - Adjusted EBITDA for Q4 2025 was $(3.8) million, an improvement from $(10.2) million in Q4 2024; full-year adjusted EBITDA decreased to $35.4 million from $59.3 million[23] - Gross profit increased by 11% to $39.4 million in Q4 2025, compared to $35.6 million in Q4 2024; however, full-year gross profit decreased by 13% to $185.1 million from $213.0 million[20] - Adjusted net income for the full year was $18.6 million, down from $42.6 million in 2024[5] - The company reported a net loss of $5.3 million in Q4 2025, a 42% improvement from a net loss of $9.1 million in Q4 2024; for the full year, net income decreased by 71% to $9.9 million from $34.2 million[20] - Earnings per share (EPS) for Q4 2025 were $(0.47), compared to $(0.83) in Q4 2024; full-year EPS was $0.88, down from $3.27[20] - Adjusted earnings per share (basic) for Q4 2025 was $(0.18), improving from $(0.67) in Q4 2024[24] Expenses and Cost Management - Operating loss in Q4 2025 was $8.6 million, an improvement of $6.1 million from a loss of $14.7 million in Q4 2024[5] - Direct selling expenses decreased by 15% to $15.5 million in Q4 2025, while general and administrative expenses increased slightly by 1% to $32.3 million[20] - The cost of sales as a percentage of net sales improved to 69.0% in Q4 2025 from 72.8% in Q4 2024, indicating better cost management[21] - Interest income decreased by 47% to $0.2 million in Q4 2025, while interest expense decreased by 56% to $0.1 million[20] - Restricted stock compensation expense increased to $10,913,000 from $9,535,000, an increase of $1,378,000[24] Shareholder Returns - Cash returned to shareholders was $11.2 million, equating to $1 per common share[5] - The company declared a quarterly dividend of $0.25 per share, payable on March 30, 2026[9] Market Outlook - The overall market outlook remains cautious, with the company focusing on cost control and potential new product developments to drive future growth[20]

Financial Overview - As of December 31, 2025, SouthState Bank Corporation had approximately $67.2 billion in assets, $48.6 billion in loans, and $55.1 billion in deposits[17]. - The market capitalization of SouthState Bank Corporation was approximately $9.3 billion as of December 31, 2025[17]. - The deposit portfolio was comprised of 24% noninterest-bearing deposits and 76% interest-bearing deposits as of December 31, 2025[27]. Loan Portfolio Composition - The loan portfolio consisted of 58% commercial real estate loans ($28.0 billion), 21% residential real estate loans ($10.5 billion), 19% commercial and industrial loans ($9.2 billion), and 2% other consumer loans ($1.0 billion)[21][22][23][24]. - As of December 31, 2025, total reported loans for construction, land development, and other land were 35.2% of the Bank's total Tier 1 capital plus the allowance for credit losses[98]. - Total reported loans secured by multifamily and non-farm nonresidential properties were 271.8% of the Bank's total Tier 1 capital plus the allowance for credit losses[98]. Employee and Workforce Management - As of December 31, 2025, the company had 6,190 full-time employees, an increase from 4,986 in 2024, with a voluntary turnover rate of 11.82% for all team members[46]. - The company hired 1,786 team members during fiscal year 2025, with 96.98% of employees located in its eight-state branch footprint[46]. - Approximately 25.7% of employees work effectively from remote locations, supported by flexible work options[54]. Regulatory Environment - The company is subject to extensive regulation and supervision under federal and state law, affecting its business operations and earnings[58]. - The Bank is subject to limitations on loans to affiliates, with individual loans capped at 10% of the Bank's capital and surplus, and total transactions limited to 20%[67]. - The company must maintain compliance with capital requirements set by federal banking agencies, which may require higher capital levels based on size and risk profile[84]. Capital and Liquidity Management - The required CET1 risk-based capital ratio is 4.5%, with a capital conservation buffer of 2.5%, necessitating a minimum CET1 capital ratio of 7% to avoid restrictions on capital distributions[87]. - As of December 31, 2025, the Company's Tier 1 leverage ratio was 9.26%, significantly above the minimum requirement of 4%[92]. - The company may need to raise additional capital in the future to meet regulatory requirements, but there is no assurance that such capital will be available on acceptable terms[168]. Strategic Growth and Mergers - The company aims to grow organically and through strategic mergers and acquisitions, focusing on institutions that enhance its footprint and market diversification[34]. - The Independent Merger, completed on January 1, 2025, is expected to yield synergies such as enhanced revenues and cost savings, but its success depends on effective integration[132]. - Future expansion strategies may include mergers and acquisitions, with a focus on organic growth and acquiring culturally similar financial institutions[205]. Risk Management - The company must manage credit risk effectively, as any failure could adversely affect its financial condition and results of operations[160]. - The company faces operational risks, including fraud and errors, which could lead to financial losses and reputational harm[177]. - The anticipated benefits from strategic initiatives may not be fully realized, potentially affecting future profitability[135]. Technology and Innovation - The company plans to implement an AI strategy to enhance operational efficiency and reduce bias, alongside expanding digital banking capabilities[135]. - The company continues to invest significantly in information technology and cybersecurity systems, including cloud-based applications, to enhance functionality and security, improve operating efficiency, and streamline client experience[190]. - The adoption of artificial intelligence tools is expected to enhance efficiency, but it also introduces risks related to errors and compliance with regulations[151]. Economic and Market Conditions - Inflation remains a concern, with the rate for 2025 exceeding the Federal Reserve's 2% target, potentially impacting profitability and consumer purchasing power[141]. - The cost of funds may increase due to competitive pressures and economic conditions, affecting profitability and liquidity[143]. - The mortgage line of business is sensitive to interest rate changes, with a substantial decrease in mortgage volume as interest rates increased, potentially impacting profitability targets[172]. Corporate Social Responsibility - The Corporate Social Responsibility Report for 2025 highlights the company's commitment to environmental and corporate stewardship initiatives[56]. - The company has committed to building a diverse workforce and enhancing corporate stewardship through various initiatives and councils established over the past five years[47]. Cybersecurity and Data Privacy - The company is subject to extensive data privacy and cybersecurity regulations, including the Gramm-Leach-Bliley Act, which requires the implementation of a comprehensive cybersecurity program[114]. - Cybersecurity risks have increased significantly, with potential exposure to cyber-attacks and information security breaches that could adversely affect business operations and reputation[196]. - The company experienced a cybersecurity incident in February 2024, leading to a pending class action lawsuit, although no material losses have been reported to date[203].

Michael Anderson, Chief Executive Officer and President, commented, "We are very pleased with the exceptional internal growth of our senior housing portfolio and the steady performance of our outpatient medical portfolio in 2025. We believe the fundamentals within the healthcare real estate industry, especially the senior housing sector, remain robust. We are excited about the year ahead and are committed to delivering strong performance across our business." Financial Performance and Other Highlights Fourt ...

Financial Performance - Net loss attributable to common stockholders was $(0.92) per basic and diluted share for Q4 2025, with Nareit defined Funds From Operations (FFO) of $0.07 per diluted share, a 49.1% decrease year-over-year [7]. - Net loss attributable to common stockholders for the full year was $(2.51) per basic and diluted share, with FFO of $0.64 per diluted share, a 116.7% increase year-over-year [7]. - The net loss attributable to common stockholders for Q4 2025 was $25,978 million, an increase from a net loss of $20,437 million in Q4 2024, with a total net loss of $71,067 million for 2025 compared to $203,495 million in 2024 [39]. - The net loss per share attributable to common stockholders was $0.92 for Q4 2025, compared to $0.72 for Q4 2024, with a total net loss per share of $2.51 for 2025 versus $7.19 for 2024 [35]. - The company reported a comprehensive loss attributable to common stockholders of $27,934 million in Q4 2025, compared to $18,098 million in Q4 2024, with a total comprehensive loss of $82,103 million for 2025 versus $210,319 million for 2024 [34]. Revenue and Income - Revenue from tenants decreased to $84,478 million in Q4 2025 from $87,738 million in Q4 2024, and total revenue for 2025 was $342,279 million compared to $353,794 million in 2024, reflecting a decline of approximately 3.5% year-over-year [34]. - The company reported a normalized FFO of $5,849 million for Q4 2025, down from $6,692 million in Q4 2024, while the total normalized FFO for 2025 was $23,795 million compared to $9,048 million in 2024 [39]. - The company’s NOI for Q4 2025 was $31,460 million, a decrease from $32,843 million in Q4 2024, with total NOI for 2025 at $123,381 million compared to $132,342 million in 2024 [37]. Expenses and Costs - Total operating expenses for Q4 2025 were $90,592 million, down from $96,746 million in Q4 2024, while total expenses for 2025 were $366,779 million compared to $486,642 million in 2024, indicating a significant reduction in costs [34]. - Interest expense for Q4 2025 was $15,856 million, down from $17,305 million in Q4 2024, with total interest expense for 2025 at $61,281 million compared to $69,447 million in 2024 [39]. Debt and Financing - As of December 31, 2025, total debt outstanding was approximately $1.0 billion, with a weighted average economic interest rate of 5.75% and an average remaining term of 3.9 years [5]. - The Company entered into a $400 million senior unsecured revolving credit facility and a $150 million senior unsecured term loan, both maturing in December 2028 [6]. - The company’s net debt to annualized adjusted EBITDA ratio improved to 9.2x as of December 31, 2025, from 10.3x as of December 31, 2024 [8]. - Net leverage ratio increased to 9.2x in Q4 2025 from 8.8x in Q3 2025, indicating a rise in debt relative to adjusted EBITDA [43]. Property and Operations - Full year 2025 portfolio Same Store Cash Net Operating Income (NOI) growth was 9.0% year-over-year, with the Senior Housing Operating Property (SHOP) segment experiencing a 21.8% increase [7]. - Fourth quarter portfolio Same Store Cash NOI growth was 9.8% year-over-year, with the OMF segment showing a 1.9% increase [7]. - Full year 2025 dispositions totaled $202.5 million, representing the sale of seven Non-Core SHOPs and 18 Non-Core OMFs [7]. - Total properties as of December 31, 2025, decreased to 168 from 174 as of September 30, 2025, due to dispositions [45]. Segment Performance - OMF segment revenue from tenants decreased to $28.149 million in Q4 2025 from $33.744 million in Q4 2024, reflecting a decline of 16.5% [45]. - SHOP segment revenue from tenants increased to $56.328 million in Q4 2025, up from $53.994 million in Q4 2024, representing a growth of 4.9% [45]. - OMF segment NOI for Q4 2025 was $20.109 million, down from $24.322 million in Q4 2024, a decrease of 17.8% [45]. - SHOP segment NOI improved to $11.351 million in Q4 2025, compared to $8.521 million in Q4 2024, marking a growth of 33.5% [45]. Stock and Dividends - The Company completed the repurchase of previously outstanding preferred stock with an aggregate liquidation preference of approximately $8.6 million at a weighted average yield of 11.5% [9]. - The Company declared dividends of $0.4609375 per share on its 7.375% Series A Preferred Stock and $0.4453125 per share on its 7.125% Series B Preferred Stock, both payable on January 15, 2026 [14].

Company Overview - As of December 31, 2025, the company owned 167 properties across 29 states, including 37 senior housing communities with 3,615 units and 130 outpatient medical facilities totaling approximately 3.7 million square feet of gross leasable area[17]. - The company focuses primarily on investments in senior housing operating properties (SHOPs) and aims to diversify its portfolio without geographic or asset percentage limits[20]. - The SHOP segment includes 37 properties, primarily consisting of 1,895 assisted living units, 838 memory care units, and 882 independent living units[21]. - The outpatient medical facilities segment consists of 130 properties leased to healthcare service providers, enhancing tenant retention through proximity to hospital systems[22]. Financial Structure - The company utilizes a combination of debt and equity for funding, with a Revolving Facility providing up to $400 million in variable-rate financing[24]. - The company must distribute at least 90% of its REIT taxable income to maintain its tax status, which commenced in 2013[27]. - As of December 31, 2025, the company had total outstanding indebtedness of $1.0 billion, which may increase business risks and limit access to capital markets[171]. - 17.8% of the total gross debt bore interest at variable rates as of December 31, 2025, increasing exposure to rising borrowing costs[181]. - The company has incurred, and may continue to incur, variable-rate debt, which has been affected by elevated federal funds rates, potentially increasing debt payments[178]. - The company may face challenges in refinancing indebtedness secured by properties if interest rates remain high, which could limit cash flow available for operations and distributions[179]. Regulatory Compliance - The healthcare industry is highly regulated, and compliance with federal, state, and local laws is critical for the company's tenants and operators[30]. - The company is subject to various federal and state laws, including the Anti-Kickback Statute and Stark Law, which impose significant penalties for violations, including fines exceeding $100,000 and civil penalties over $25,000 per violation[39][40]. - The Federal False Claims Act (FCA) allows for penalties between $14,308 and $28,619 per claim for false submissions, with the potential for significant financial repercussions for violations[43]. - The Centers for Medicare and Medicaid Services (CMS) has implemented alternative sanction enforcement options, including payment suspensions and civil monetary penalties for non-compliance with Medicare and Medicaid requirements[47]. - The company is subject to various risks, including economic downturns, regulatory changes, and competition from other real estate investors, which could affect its operations[79]. - The company is subject to environmental regulations that could increase operational costs and expose it to significant fines or penalties[128]. Tenant and Market Risks - The company faces competition from various entities, including other REITs and private investment funds, which may have greater resources and risk tolerance[29]. - The company has experienced net losses in recent years, attributed to property operating costs, impairment charges, and general administrative expenses[108]. - The company incurred bad debt expenses of $0.7 million, $1.5 million, and $1.2 million for the years ended December 31, 2025, 2024, and 2023, respectively, due to tenant defaults[82]. - The company’s real estate investments are concentrated in healthcare-related facilities, making it vulnerable to downturns in the healthcare industry, which could negatively affect lessees' ability to pay rent[136]. - The company may struggle to renew leases or re-lease space as leases expire, potentially leading to vacancies and reduced cash flow[102]. - Financial challenges faced by tenants and operators may result in bankruptcy, adversely affecting income from properties[163]. Operational Challenges - The company has transitioned to an internally-managed REIT, which may expose it to additional operational risks and costs associated with managing its workforce[78]. - The company may not realize anticipated synergies from its internalization strategy within the expected timeframe, which could affect its operational efficiency[78]. - Rising operating expenses, including increased insurance premiums and labor costs, could negatively impact cash flow and tenant retention[88]. - The company is exposed to operational risks due to reliance on independent contractors for facility management, which may lead to increased operational deficits[97]. - The company may face challenges in acquiring properties on favorable terms, particularly in the senior housing segment, which could impact its growth strategy[77]. Environmental and Health Regulations - Environmental regulations impose potential liabilities for cleanup costs and fines, which could exceed property values and impact the company's financial obligations[66]. - The company may incur significant costs related to mold remediation at properties, which could affect overall financial performance[129]. - The transition of Medicare to a value-based payment model poses challenges for providers, shifting financial responsibility and potentially impacting the company's tenants[60]. - Compliance with stringent healthcare regulations and potential penalties for non-compliance could materially impact tenants' financial health and their ability to pay rent[144]. Shareholder and Market Considerations - The company has not paid any cash distributions on its common stock since 2020, and there is no assurance of future cash distributions[81]. - The company’s share repurchase program is suspended, limiting stockholders' ability to sell shares and potentially affecting liquidity[185]. - The trading price of Series A and Series B Preferred Stock may be significantly volatile, influenced by factors such as financial condition, tenant performance, and market conditions[190]. - The company has a restriction on share ownership, limiting any person to own no more than 9.8% of the outstanding shares, which may deter potential acquisitions[193]. Cybersecurity and Technology Risks - Cybersecurity risks are a concern, as system failures or breaches could disrupt operations and incur significant remediation costs[202]. - The company carries cyber liability insurance, but it may not cover all losses related to cybersecurity incidents[207]. - The company faces risks related to unauthorized access and loss of sensitive information, which could adversely affect its operations and reputation[211]. Taxation and REIT Compliance - The company’s qualification as a REIT is crucial for tax purposes, and failure to maintain this status could lead to significant tax liabilities[210]. - Future changes in U.S. federal income tax laws could jeopardize the company's REIT status[212]. - The company may incur tax liabilities even as a REIT, which could reduce cash available for distribution to stockholders[214]. - The company is subject to a 4% nondeductible excise tax on any amount by which distributions fall short of certain income thresholds[215].