Financial Performance - The company reported a net loss of $35.2 million for the year ended December 31, 2025, compared to a net loss of $51.3 million for 2024, with an accumulated deficit of $241.0 million as of December 31, 2025[127]. - The company has incurred losses since its inception in 2017 and expects to continue incurring significant expenses and operating losses over the next several years[125]. - The company requires substantial additional funding to meet its financial needs and pursue business objectives, with a recent financing of $40.0 million completed in March 2026[138]. - The company has no products approved for commercial sale and has not generated any revenue from product sales, relying on equity offerings and debt financings for funding[125][140]. - The trading price of the company's common stock has been volatile, which may impact its ability to raise capital and expand operations[128][132]. - The company anticipates significant additional capital may be needed in the future to continue planned operations, which could involve selling common stock or other equity securities[300]. - As of December 31, 2025, there are 8,741,473 pre-funded warrants currently exercisable, with 2,952,000 outstanding, which will result in dilution to stockholders upon exercise[301]. - The company does not anticipate paying any cash dividends on its common stock in the foreseeable future, relying instead on capital appreciation for returns[309]. Drug Development and Clinical Trials - The company announced that the Phase 2 part of the EBO-301 study met its primary objective with a clinical response rate of 39.5% for epetraborole + OBR compared to 25.0% for placebo + OBR, but the key secondary endpoint of sputum culture conversion was similar between treatment arms[126]. - The company plans to continue its ongoing and planned preclinical, nonclinical, and clinical development of product candidates, as well as seek regulatory approvals for those that successfully complete clinical trials[129][137]. - The success of product candidates depends on timely regulatory approvals and the ability to manufacture sufficient quantities for clinical trials and commercialization[149]. - There is a high failure rate for product candidates in clinical trials, with significant setbacks occurring even after promising early results[152]. - The company may face delays or additional requirements from regulatory authorities, impacting the timeline for obtaining approvals[155]. - The company has experienced enrollment delays in the past, which could increase development costs and necessitate raising additional capital earlier than planned[170]. - The company may seek accelerated approval for certain product candidates, but if unable to do so, additional clinical trials may be required, increasing costs and delaying regulatory approvals[266]. - The FDA may grant accelerated approval for a product candidate if it provides meaningful therapeutic benefits over existing therapies, but this approval is contingent on the completion of additional confirmatory studies[267]. Regulatory and Compliance Risks - The company faces significant risks related to drug development, including the uncertainty of achieving regulatory approval and commercial success for its product candidates[131]. - Compliance with regulatory requirements is essential, and failure to do so could result in refusal of approval based on clinical data and potential legal consequences[178]. - The company must comply with pricing reporting obligations under U.S. governmental pricing programs, which could lead to civil monetary penalties for errors or failures in reporting[278]. - Relationships with healthcare professionals and third-party payors are subject to anti-kickback and fraud laws, exposing the company to potential penalties[279]. - The company faces risks related to employee misconduct or non-compliance with regulatory standards, which could result in significant penalties and reputational harm[277]. - The FDA's policies and regulations may change, potentially delaying marketing authorization for product candidates[274]. - Failure to obtain regulatory approval or to comply with ongoing requirements could lead to product recalls or withdrawal from the market[273]. Intellectual Property and Licensing - The company relies on licenses from third parties, including Anacor, for critical intellectual property necessary for the development of product candidates[225]. - The patent application process is expensive and time-consuming, and there is uncertainty regarding the issuance and enforceability of patents[224]. - The company may face challenges in maintaining its patent rights, which could allow competitors to commercialize similar technologies[223]. - The company faces risks related to the potential termination of license agreements, which could hinder its ability to develop and commercialize products[228]. - Disputes over intellectual property rights could adversely affect the company's business and financial condition[229]. - The biotechnology and pharmaceutical industries are prone to substantial intellectual property litigation, which could significantly harm the company's business[236]. - The company may not have sufficient financial resources to pursue infringement claims, which could last for years and may not yield commercially valuable outcomes[234]. Operational Challenges - The company has identified material weaknesses in its internal control over financial reporting, which may affect its ability to accurately report financial conditions[124]. - The company lacks a sales and marketing infrastructure, which may delay the commercialization of approved products[198]. - The company may face challenges in recruiting and retaining effective sales and marketing personnel, impacting its ability to promote products[200]. - The company lacks sufficient personnel and resources, which may lead to higher workloads and employee dissatisfaction, impacting retention of key personnel[210]. - The company may encounter difficulties in managing growth if it engages in future acquisitions or strategic collaborations, which could increase capital requirements and dilute stockholder value[216]. Market and Competitive Landscape - The company faces substantial competition from major pharmaceutical and biotechnology companies, which may impact its market position and product development timelines[194]. - The market acceptance of product candidates is uncertain and depends on factors such as safety, efficacy, and reimbursement availability[192]. - The company may face challenges related to international marketing of its product candidates, including differing regulatory requirements and economic instability in foreign markets[206]. - Legislative changes, such as the Inflation Reduction Act of 2022, may impact the company's ability to commercialize product candidates and could lead to reduced demand for its products[282]. - The One Big Beautiful Bill Act enacted in July 2025 is expected to significantly reduce Medicaid funding, potentially decreasing enrollment and services covered, adversely affecting product sales[285]. Cybersecurity and IT Risks - Significant disruptions to information technology systems or cybersecurity incidents could result in financial, legal, regulatory, business, and reputational harm to the company[319]. - The company is increasingly dependent on information technology systems, which are vulnerable to various cybersecurity threats, including sophisticated attacks utilizing AI[319]. - Cybersecurity incidents are increasing in frequency and sophistication, posing risks to the confidentiality, integrity, and availability of the company's information technology systems[320]. - Any unauthorized access or disclosure of information could disrupt business operations and result in significant legal and financial exposure[321]. Emerging Growth Company Status - The company is classified as an "emerging growth company," which allows it to rely on exemptions from certain disclosure requirements, potentially making its stock less attractive to investors[322]. - Reduced reporting burdens in Annual Reports on Form 10-K include only two comparative periods of audited financial statements[322]. - The company cannot predict the impact of its emerging growth company status on investor attractiveness or stock price volatility[322].

Passenger Traffic and Operations - In 2025, domestic passengers increased to 44.5 million, an 8.6% rise from 2024, while international passengers reached 34.1 million, an 11.0% increase [736]. - Total passenger traffic for 2025 was 86.7 million, reflecting a 9.8% growth compared to 2024, while cargo volumes rose to 403.7 thousand tons, a 1.4% increase [736]. - Total aircraft movements in 2025 reached 876.4 thousand, a 6.4% increase from 2024, while the previous year saw a decrease of 3.0% [736]. - Total passengers for 2025 reached 47.4 million, a 12.6% increase from 42.1 million in 2024 [737]. - Aircraft movements totaled 449.7 thousand, a 7.1% increase from 421.0 thousand in 2024 [737]. Financial Performance - Total consolidated revenue for 2025 reached $1,962.1 million, a 6.4% increase from $1,843.3 million in 2024 [740]. - Aeronautical revenue accounted for $934.7 million, maintaining 47.6% of total revenue, consistent with 2024 [740]. - Commercial revenue increased to $813.1 million, representing 41.4% of total revenue, up from 40.1% in 2024 [740]. - Total expenses for 2025 were $1,835.6 million, a 11.1% increase from $1,652.2 million in 2024 [742]. - Financial loss for 2025 was $244.0 million, a significant increase from a gain of $110.3 million in 2024 [742]. - Adjusted EBITDA for 2025 was $727.8 million, a 15.8% increase from $628.7 million in 2024 [747]. - Operating income for 2025 was $488.3 million, reflecting a 9.2% increase from $447.3 million in 2024 [749]. - Income from continuing operations for 2025 was $257.7 million, a decrease of 16.3% compared to $307.9 million in 2024 [749]. Revenue Breakdown - The company’s revenue from Argentina accounted for 54.5% of total revenue in 2025, totaling $1,069.5 million [751]. - Revenue from continuing operations for the year ended December 31, 2025, was U.S.$1,962.1 million, a 6.4% increase from U.S.$1,843.3 million in 2024 [757]. - Revenue from Argentina was U.S.$1,069.5 million for 2025, a 2.5% increase from U.S.$1,043.9 million in 2024 [758]. - Revenue from Italy increased by 22.8% to U.S.$170.4 million in 2025, up from U.S.$138.8 million in 2024 [758]. - Revenue from Brazil was U.S.$118.5 million for 2025, a 6.7% increase from U.S.$111.1 million in 2024 [759]. - Revenue from Uruguay was U.S.$192.2 million for 2025, a 3.5% increase from U.S.$185.7 million in 2024 [760]. - Revenue from Armenia was U.S.$296.3 million for 2025, a 17.2% increase from U.S.$252.8 million in 2024 [763]. - Revenue from Ecuador was U.S.$114.4 million for 2025, a 3.8% increase from U.S.$110.3 million in 2024 [762]. Cost and Expenses - Cost of services comprised $1,272.4 million, making up 69.3% of total expenses, compared to 74.9% in 2024 [742]. - Construction service revenue decreased to $205.8 million, accounting for 10.5% of total revenue, down from 12.1% in 2024 [740]. - Total cost of services increased by 2.8% to $1,272.4 million in 2025, compared to $1,237.3 million in 2024 [749]. - Selling, general and administrative expenses rose by 11.2% to U.S.$220.2 million for the year ended December 31, 2025, compared to U.S.$198.1 million in 2024 [778]. Capital Expenditures and Investments - The company submitted a capital investment program of $425 million to the Armenian Government for infrastructure development at Zvartnots International Airport, to be executed by 2033 [729]. - Capital expenditures in Argentina for 2025 totaled U.S.$123.7 million, primarily for airport renovations and expansions [809]. - An investment plan for Florence Airport is set to invest approximately €480 million from 2025 to 2030, pending final approval [815]. - In 2025, the company spent U.S.$21.1 million at Zvartnots Airport for runway renovation and terminal expansion, and U.S.$0.9 million at Shirak Airport [831]. Economic and Regulatory Environment - The company operates in a hyperinflationary economy in Argentina, with inflation rates reported at 211.4% in 2023, 117.8% in 2024, and 31.5% in 2025 [734]. - The company has identified potential risks from the ongoing conflict between Russia and Ukraine, which may disrupt operations, particularly in Armenia [843]. - The company is subject to various statutory restrictions on dividend distributions, which may affect cash availability at the holding company level [847]. - Payment of dividends to non-resident shareholders from distributable profits is allowed starting from January 1, 2025, under specific conditions [863]. Cash Flow and Financing - The net cash provided by operating activities increased by 14.8% to U.S.$465.2 million for the year ended December 31, 2025, compared to U.S.$405.3 million in 2024 [906]. - The net cash used in investing activities rose by 121.3% to U.S.$71.9 million for the year ended December 31, 2025, from U.S.$32.5 million in 2024 [907]. - The company does not currently enter into any hedging arrangements to manage cash needs [910]. - The company is subject to certain negative covenants under its financing agreements, including restrictions on incurring additional debt and paying dividends [914].

Clinical Trial Results - Seralutinib demonstrated a placebo-adjusted improvement in the primary endpoint, six-minute walk distance (6MWD) at Week 24, of 13.3 meters (p = 0.0320) in the Phase 3 PROSERA Trial involving 390 PAH patients [26]. - In the high-risk subgroup (n = 234), seralutinib showed a 20.0 meters placebo-adjusted improvement in 6MWD (nominal p = 0.0207) and three of four key secondary endpoints had nominal p-values below 0.0125 [26]. - The Phase 2 TORREY trial showed a statistically significant, placebo-adjusted improvement of 14.3% in pulmonary vascular resistance (PVR) and a 732 ng/L decrease in NT-proBNP levels (nominal p = 0.0002) [28][30]. - In the completed Phase 2 TORREY Study, seralutinib demonstrated a placebo-adjusted improvement in pulmonary vascular resistance (PVR) of 14.3% (96.1 dynes × seconds/cm, p = 0.0310) over 24 weeks [59]. - The key secondary endpoint in the TORREY Study showed a mean difference in 6-minute walk distance (6MWD) of 6.5 meters favoring the seralutinib arm, although not statistically significant [59]. - Seralutinib treatment resulted in a placebo-adjusted reduction in NT-proBNP of 408.3 ng/L at Week 24 (p = 0.0012), indicating a significant improvement in right heart stress [60]. - In the PROSERA Phase 3 study, seralutinib showed a placebo-adjusted improvement in 6MWD of 13.3 meters at Week 24 (p = 0.0320), with a median change from baseline of 28.2 meters for seralutinib versus 13.5 meters for placebo [64]. - In patients with REVEAL Lite 2 score ≥6, seralutinib showed a placebo-adjusted NT-proBNP location shift of -265.8 ng/L at Week 24 (nominal p = 0.0002) and an odds ratio of 2.033 for ≥1-point improvement in REVEAL Lite 2 risk score [66]. - In patients with CTD-APAH, seralutinib achieved a placebo-adjusted gain of 37.0 meters in six-minute walk distance at Week 24 (nominal p = 0.0104) [67]. - The TORREY study reported treatment emergent adverse events (TEAEs) in 86% of placebo and 93% of seralutinib patients, with the majority being mild to moderate in severity [61]. - Seralutinib was well-tolerated in the Phase 1b trial, with no serious adverse events reported and common adverse events being mild-to-moderate cough and headache [56]. - The Phase 1a studies indicated that seralutinib was rapidly absorbed and cleared from the systemic circulation, with no dose-limiting toxicities observed [55]. - Treatment-emergent adverse events (TEAEs) were reported in 86.5% of patients receiving seralutinib, with the most common adverse event being cough at 37.0% [69]. Regulatory and Development Plans - The company plans to engage with the FDA to define a regulatory path forward for seralutinib and anticipates a potential approval action date by year-end 2027 [24]. - The company is advancing preparations for a potential NDA submission based on ongoing analyses of the PROSERA dataset and FDA feedback [24]. - The FDA's approval process for seralutinib will follow the Investigational New Drug (IND) framework and seek approval through the New Drug Application (NDA) pathway [96]. - The FDA aims to complete the review of a standard NDA for a new molecular entity within ten months from the filing date, although the typical review duration is twelve months [110]. - The FDA may issue a Complete Response Letter if the NDA has deficiencies, requiring the sponsor to address these issues before resubmission [112]. - Orphan Drug Designation is granted for drugs intended to treat rare diseases affecting fewer than 200,000 individuals in the U.S., providing exclusivity for seven years upon first approval [115][118]. - Fast track designation allows for expedited review of drugs intended for serious conditions, enabling rolling submissions of NDA sections [120][124]. - Priority review designation aims for a six-month review period for drugs that significantly improve safety or effectiveness over existing treatments [122]. - Accelerated approval may be granted based on surrogate endpoints that predict clinical benefit, with confirmatory trials required post-approval [123]. - The FDA imposes post-approval requirements, including potential Phase 4 clinical trials to monitor safety and effectiveness after commercialization [125]. - Non-patent data exclusivity under the FDCA provides a five-year period for the first NDA approval of a new chemical entity, preventing other applications based on the same active moiety during this time [128]. - The FDCA provides three years of non-patent exclusivity for an NDA if new clinical investigations are deemed essential for approval [129]. - Pediatric exclusivity can grant an additional six months of marketing exclusivity if clinical trials in children are conducted in response to an FDA request [130]. Financial and Market Considerations - The estimated PAH patient population in the US is about 50,000 patients, and in the EU, it exceeds 70,000 patients, indicating a growing market for PAH therapies [48]. - Newly diagnosed functional class III and IV PAH patients have 5-year survival rates of 60% and 44%, respectively, highlighting the high morbidity and mortality associated with the disease [47]. - The company has incurred net losses of $170.4 million and $56.5 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $1,438.9 million as of December 31, 2025 [206]. - The company expects to continue incurring losses for the foreseeable future as it develops and seeks regulatory approval for seralutinib [206]. - The company believes its existing cash, cash equivalents, and marketable securities will fund operations into the first quarter of 2027, but additional capital will be needed for further development [209]. - The company may require substantial additional financing to achieve its goals, and failure to obtain necessary capital could delay or terminate the seralutinib development program [208]. - The company faces significant competition from other biotechnology and pharmaceutical companies, which could adversely affect its operating results [206]. - Sales in the U.S. depend on sufficient coverage and adequate reimbursement from third-party payors, including government health programs [131]. - Coverage and reimbursement decisions by third-party payors can differ significantly, impacting the successful commercialization of products [132]. - The Inflation Reduction Act (IRA) enacted in 2022 requires price negotiations for certain drugs with Medicare, potentially affecting revenue [140]. - The One Big Beautiful Bill Act, enacted in July 2025, is expected to reduce Medicaid funding, impacting revenue generation [141]. - The Trump administration's proposed regulations could impose significant changes to drug pricing, affecting the pharmaceutical market [142]. - Legislative measures at the state level are increasingly controlling pharmaceutical pricing, which could harm business prospects [143]. Collaboration and Partnerships - A collaboration agreement with Chiesi was established for the joint development of seralutinib, with both parties contributing 50% of commercial efforts in the U.S. [32]. - The collaboration agreement with Chiesi focuses on the development and commercialization of seralutinib for PAH and PH-ILD, with both parties sharing development costs equally [86]. - Chiesi agreed to pay the company $160.0 million as reimbursement for development costs, with potential additional payments of up to $146.0 million in regulatory milestones and $180.0 million in sales milestones [88]. - The collaboration agreement allows for equal sharing of commercial profits and losses in the United States, while in the ROW Territory, Chiesi will pay an escalating mid-to-high teens percentage royalty on net sales of the Licensed Product [88]. Intellectual Property and Compliance - The company has exclusively licensed two issued U.S. patents for seralutinib, which are not due to expire before 2037, and several patents in other jurisdictions with similar expiration timelines [93]. - The company aims to protect its proprietary technology through patents, trade secrets, and market exclusivity, which are crucial for its commercial success [92]. - The company must comply with its license agreements to maintain rights to seralutinib, and failure to do so could result in loss of those rights [206]. - The company is subject to extensive government regulations regarding the research, development, testing, and marketing of its products, which require significant time and financial resources [94]. - The company must comply with numerous U.S. data privacy and security laws, which can result in significant civil and criminal penalties for non-compliance [156]. - To market products outside the U.S., the company needs to adhere to varying regulatory requirements regarding quality, safety, and efficacy [157]. - Regulatory approval processes in foreign jurisdictions may differ significantly from the U.S., potentially leading to longer approval times [158]. - The EU Clinical Trials Regulation (CTR) became applicable on January 31, 2022, streamlining the clinical trial application process across member states [164]. - The maximum timeframe for the evaluation of a Marketing Authorization Application (MAA) by the EMA is 210 days, with potential accelerated reviews in exceptional cases [169]. - New products authorized for marketing in the EU generally receive eight years of data exclusivity and an additional two years of market exclusivity upon MAA [172]. - Orphan medicinal products in the EU are entitled to a ten-year period of market exclusivity, which can be extended by two years if they comply with an agreed pediatric investigation plan [176]. - The holder of a Marketing Authorization must establish a pharmacovigilance system and report suspected serious adverse reactions [178]. - All new MAAs must include a risk management plan detailing measures to minimize risks associated with the product [179]. Company Operations and Workforce - The company has a limited operating history and has incurred significant operating losses since its inception, expecting to continue incurring losses for the foreseeable future [203]. - The company requires substantial additional financing to achieve its goals, particularly in advancing seralutinib through clinical development [203]. - As of March 10, 2026, the company had 161 full-time employees, with 20% holding a Ph.D. or M.D., and 59% of the workforce being women [199]. - The company has assembled a highly skilled team of industry veterans, scientists, and clinicians to support its operations and goals [197]. - The company considers its relationship with employees to be good, with no employees represented by labor unions or covered by collective bargaining agreements [199]. - The company has sold $200.0 million in aggregate principal amount of 5.00% convertible senior notes due 2027 and has approximately $96.5 million of other liabilities [212]. - The company’s stock price is volatile, and investors may incur substantial losses as a result [206]. - The company may seek additional capital due to favorable market conditions or strategic considerations, even if it believes it has sufficient funds for current operations [211].

Financial Performance - Total net sales for the fiscal year ended January 31, 2026, reached $6,053,414, an increase from $5,933,450 in the previous year, representing a growth of approximately 2.0%[33] - Merchandise sales for the fiscal year 2026 totaled $6,017,833, compared to $5,896,727 in 2025, indicating a year-over-year increase of about 2.0%[33] - Net sales for 2025 were driven by key categories: outdoors (31%), sports & recreation (22%), apparel (27%), and footwear (20%)[208] - Net sales are derived from in-store and e-commerce merchandise sales, net of sales tax and merchandise returns[218] - Net sales fluctuations are driven by new store openings, comparable sales changes, inventory management, and consumer spending patterns[219] E-commerce and Online Sales - E-commerce sales accounted for 11.7% of merchandise sales in 2025, up from 10.5% in 2024, reflecting a growing trend in online shopping[34] - The company’s e-commerce platform is integrated with physical stores to enhance customer relationships and operational efficiencies[210] - E-commerce activities are increasingly important, but they expose the company to various risks that could adversely impact overall results[92] - E-commerce activities face challenges including customer identification, shipping cost management, and competition with online retailers, which could adversely affect operational results[95] - E-commerce sales fluctuations directly impact comparable sales results, influenced by consumer preferences and economic trends[215] Store Operations and Expansion - The company operates 322 stores across 21 states as of January 31, 2026, with a significant presence in Texas, which has 117 stores[39] - The company added 24 new stores in fiscal year 2025, increasing from 298 stores at the beginning of the year to 322 by January 31, 2026[211] - The company has a significant opportunity for expansion, with a focus on both new and existing markets, supported by a real estate strategy that has proven profitable[40] - Expansion across the United States subjects the company to regulatory requirements of all 50 states, which could complicate operations[94] - Expansion plans may face challenges such as site availability, rising real estate costs, and competition, which could hinder growth[108] Customer Engagement and Loyalty - The average customer visits the stores 2 to 3 times per year, indicating strong customer engagement and loyalty[27] - Approximately 78% of merchandise sales in 2025 were from national brand products, while private label brands contributed to 22% of total merchandise sales[26][31] - The private label brand strategy includes 19 brands, with 53% of customers purchasing private label products in 2025, enhancing brand loyalty[31] Workforce and Talent Management - As of January 31, 2026, the company employed approximately 23,000 team members, with 45% full-time and 55% part-time[49] - The company focuses on talent management, offering various training programs for personal growth and career advancement[50] - The company provides comprehensive benefits, including medical, dental, and vision insurance, as well as a 401(k) retirement savings plan with company match[51] - The company faces challenges in hiring and retaining quality team members, particularly in a competitive labor market, which could increase training and retention costs[113] Risk Management and Compliance - The company is subject to numerous federal, state, and local regulations that could materially affect operations and financial results[62] - Legal and regulatory risks are significant, with numerous federal, state, and local agencies overseeing compliance, which could materially impact operations and financial results[136] - The evolving regulatory environment regarding data privacy and cybersecurity may require significant resources to maintain compliance, posing additional risks[101] - The company has implemented internal policies to ensure compliance with laws and regulations, but failures could result in severe consequences, including loss of licenses[140] Supply Chain and Inventory Management - A significant portion of merchandise is manufactured in foreign countries, exposing the company to international risks such as tariffs and supply chain disruptions, which could materially affect business operations[73] - Maintaining appropriate inventory levels is critical; shortages or excess inventory could negatively impact profitability and sales[85] - The company depends on approximately 1,500 suppliers, with significant reliance on a few key vendors, which poses risks related to supply chain disruptions and purchasing incentives[126] Financial Risks and Indebtedness - The company may incur additional indebtedness, including off-balance sheet financings, which could further increase financial risks[155] - The company is exposed to interest rate risk due to variable rate indebtedness, which could increase debt service obligations significantly[163] - High levels of indebtedness could hinder the company's ability to negotiate favorable rental rates and trade terms, negatively impacting profitability[165][166] Cybersecurity and Data Protection - The company has implemented a cybersecurity program to manage risks from evolving threats, focusing on protecting information systems and data[181] - The Audit Committee oversees the company's enterprise risk management program, including cybersecurity risks, with regular updates from management[182] - The company emphasizes the importance of protecting the integrity and confidentiality of its information systems, as breaches could lead to lost sales and reputational harm[96] - Cybersecurity incidents pose risks to data integrity, potentially resulting in unauthorized access to sensitive information and operational disruptions[99] Market and Economic Conditions - A decline in U.S. consumer discretionary spending could negatively impact the company's business and results of operations[68] - The company monitors macroeconomic trends, including inflation and tariffs, which may impact consumer spending and sales growth[212] - Changes in consumer preferences and spending patterns may lead to long-lasting impacts on sales and operations[91] Competition and Market Position - The company faces intense competition in the sporting goods retail market, which is highly fragmented and evolving, impacting growth and profitability[102] - The company relies heavily on effective marketing and advertising programs to drive sales, with potential risks if these efforts fail to attract and retain customers[112] Seasonal and Environmental Risks - The company has experienced seasonal fluctuations in net sales, particularly during summer holidays and the November/December holiday season, which significantly impact financial performance[132] - Severe weather events and public health crises could disrupt operations, affecting sales and supply chain logistics, especially during peak shopping seasons[119] - The company operates primarily in the southern United States, making it vulnerable to regional economic downturns and natural disasters[120]

Currency and Economic Risks - The company faces currency exchange risks, particularly with the New Israeli Shekel (NIS), Euro, and Great Britain Pounds (GBP), which could significantly impact costs and revenues due to fluctuations[57]. - In 2025, the NIS appreciated by 12.5% against the U.S. dollar, leading to increased labor-related and operating expenses denominated in U.S. dollars[57]. - Inflationary pressures have caused employee wages and certain consumer price index (CPI) linked expenses to rise significantly, impacting overall costs[58]. - Increased tariffs and trade tensions may adversely affect economic conditions and financial markets, potentially leading to fluctuations in interest rates and increased operational costs[73]. - Changes in Israel's economy, including inflation and political unrest, could have a material adverse effect on the company's operations and financial condition[100]. Financial Performance and Forecasting - Revenue and profit margins may fluctuate significantly due to changes in pricing, sales volume, or project mix, complicating financial forecasting[62]. - The backlog of projects is subject to unexpected adjustments, delays, and cancellations, which could adversely affect future revenue and cash flow[63]. - The company is exposed to risks of cost overruns in fixed-price contracts, which could adversely affect financial performance if unexpected costs arise[60]. - Pre-contract costs may not be recoverable if anticipated contracts are not awarded, posing a risk to financial stability[61]. - The company is subject to debt obligations with restrictions and covenants that may limit operational flexibility and financial planning[64]. Regulatory and Compliance Risks - Changes in tax laws, including the introduction of a minimum effective tax liability of 15% under the OECD's BEPS project, could adversely affect the company's financial position[70]. - Compliance with government procurement and anti-bribery regulations increases performance and compliance costs, with potential impacts on business opportunities[76]. - The company is subject to evolving data protection laws, with non-compliance potentially leading to enforcement actions and negative publicity[87]. - Regulatory approvals for mergers and acquisitions are stringent, particularly in the defense sector, which may hinder future business opportunities[79]. - The Israeli Defense Entities Law may impose restrictions on acquisitions and require government approval for significant transactions, potentially affecting future mergers and acquisitions[102]. Operational Challenges - The company relies on governmental security clearances for international sales and procurement, with potential delays affecting supply chain operations[78]. - Environmental, health, and safety regulations may necessitate additional resources for compliance, impacting operational costs and processes[81]. - The company faces risks related to insurance coverage, as certain exclusions may leave it vulnerable to substantial liabilities from product failures or accidents[75]. Market and Shareholder Considerations - Share price volatility may be influenced by various factors, including operating results, market perceptions, and geopolitical conditions, which could affect the company's financial stability[88]. - The company does not expect to be treated as a Passive Foreign Investment Company (PFIC) for the current taxable year or in the foreseeable future, which could have adverse tax consequences for U.S. shareholders[72]. - The company is a foreign private issuer, exempt from certain SEC requirements, which may result in shareholders receiving less information compared to U.S. public companies[106]. - Shareholder rights and responsibilities are governed by Israeli law, differing materially from those of U.S. corporations, including duties of good faith and fairness[107]. - Enforcing a U.S. court judgment against the company or its officers may be difficult due to the company's incorporation in Israel and the location of its assets[108]. Impact of Geopolitical Factors - Since October 7, 2023, the company has experienced a material increase in orders from the Israeli Ministry of Defense (IMOD) due to ongoing conflicts[93]. - As of March 5, 2026, approximately 8% of the company's workforce in Israel had been called up for military reserve duty, impacting operations[96]. - The company has incurred additional costs related to employees on reserve duty, which are not fully indemnified by the government, potentially affecting financial performance[96]. - The Israeli government may reduce defense spending or change priorities, which could adversely affect the company's earnings in the coming years[98]. - Political instability in Israel has led to delays in adopting budgets, negatively impacting the IMOD's ability to enter into new programs and make timely payments[99]. - In October 2024, S&P Global downgraded Israel's long-term credit rating from A+ to A, reflecting heightened security risks, which could disrupt the business environment[100]. - The company faces risks from international trade restrictions and boycotts against Israeli firms, which have increased since October 7, 2023[97]. Opportunities and Incentives - Israel was removed from the EU's grey list in February 2024, indicating improved compliance with international tax standards, which may positively influence business operations[71]. - The company participates in programs that provide tax benefits and funding for technology development, but these benefits may be reduced or eliminated in the future[101].

Clinical Trials and Research - The company plans to initiate a Phase 2 trial for oral epetraborole in polycythemia vera (PV) in Q3 2026, with data readouts expected starting in Q4 2026 and continuing through 2027[1][4] - Enrollment for a Phase 2 study of epetraborole in M. abscessus complex lung disease is expected to begin in Q1 2026, with topline results anticipated in late 2027[1][5] - The Phase 1 trial of oral AN2-502998 for Chagas disease is nearing completion, with initial clinical data expected in Q1 2026 and a Phase 2 study planned for 2026 pending results[1][7][8] - The company is advancing two boron-based oncology compounds into development in 2026, targeting PI3Kα and ENPP1[1][10] - A collaboration with GSK to develop new therapies for tuberculosis (TB) has been established, supported by continued funding from the Gates Foundation[1][11] Financial Performance - Research and development (R&D) expenses for the full year 2025 were $24.8 million, a decrease from $40.5 million in 2024, while Q4 2025 R&D expenses were $6.9 million compared to $5.4 million in Q4 2024[1][15] - General and administrative (G&A) expenses for the full year 2025 were $13.3 million, down from $14.1 million in 2024, with Q4 2025 G&A expenses at $2.4 million compared to $3.2 million in Q4 2024[1][15] - The net loss for the full year 2025 was $35.2 million, an improvement from $51.3 million in 2024, while the net loss for Q4 2025 was $8.7 million compared to $7.5 million in Q4 2024[1][15][19] Cash and Investments - The company had cash, cash equivalents, and investments of $60.0 million as of December 31, 2025, and a private placement in March 2026 is expected to provide approximately $40 million, extending the runway into 2029[1][15] - Cash and cash equivalents fell from $21,351 million in 2024 to $19,941 million in 2025, a decrease of about 6.6%[21] - Short-term investments dropped significantly from $62,267 million in 2024 to $38,060 million in 2025, representing a decline of approximately 38.9%[21] - Long-term investments fell from $5,021 million in 2024 to $2,013 million in 2025, a decrease of about 59.9%[21] Assets and Liabilities - Total assets decreased from $92,087 million in 2024 to $61,950 million in 2025, a decline of approximately 32.8%[21] - Total current liabilities decreased from $10,238 million in 2024 to $8,720 million in 2025, a reduction of about 14.8%[21] - Stockholders' equity declined from $81,849 million in 2024 to $53,060 million in 2025, a decrease of approximately 35.2%[21] - Total liabilities reduced from $10,238 million in 2024 to $8,890 million in 2025, a decline of about 13.2%[21] - Other current liabilities decreased from $6,921 million in 2024 to $5,699 million in 2025, a reduction of approximately 17.6%[21] - Prepaid expenses and other current assets decreased from $2,644 million in 2024 to $1,936 million in 2025, a decline of approximately 26.8%[21] - Other assets, long-term, were recorded as zero in 2025 compared to $804 million in 2024, indicating a complete write-off[21]

Financial Performance - 2025 revenue reached $31.8 million, representing a 34% year-over-year increase[1] - Total transaction volumes for 2025 were $960 million, a 46% year-over-year increase[1] - Q4 2025 revenue was $9.1 million, an 8% year-over-year increase[4] - The total operating loss for 2025 was $27.7 million, with a net loss of $69.6 million[4][17] - Net loss for the year ended December 31, 2025, was $69,590,462, compared to a net loss of $65,088,786 in 2024[19] - Adjusted EBITDA for 2025 was a loss of $17,213,338, compared to a loss of $6,311,144 in 2024[22] - Cash flows from operating activities resulted in a net cash used of $16,119,695 for 2025, significantly higher than $3,314,951 in 2024[19] - Cash and cash equivalents at the end of the period were $7,652,203, down from $18,330,359 at the beginning of the period[19] - Share-based compensation expense for 2025 was $9,969,112, with no such expense reported in 2024[22] - The company reported a loss on extinguishment of debt amounting to $9,612,199 in 2025, with no such loss reported in 2024[22] Customer Growth and Engagement - Total verified accounts increased to approximately 84,000, with 13,000 new accounts added during the year[4] - The company aims to scale customer acquisition and engagement in 2026 following the launch of new products[5] Product Launches and Innovations - The company launched the Fold Bitcoin Rewards Credit Card, offering up to 4% back on purchases and up to 10% through its rewards network[6] - Fold for Business was introduced, allowing companies to integrate Bitcoin into payroll and bonuses, with initial partnerships already established[6] Asset Management - Bitcoin investment treasury holdings decreased to 827 BTC as of March 17, 2026, down from 1,527 BTC at the end of 2025[8] - Total purchases of digital assets in 2025 amounted to $8,015,269, compared to $1,880,563 in 2024[19] - Proceeds from issuance of convertible notes and warrants were $0 in 2025, down from $18,925,000 in 2024[19] - The change in fair value of SAFEs resulted in a gain of $7,197,168 in 2025, compared to a significant gain of $88,372,854 in 2024[22] Capital Structure - The company retired its convertible notes, simplifying its capital structure and focusing on operational growth[5] - Weighted-average shares used to compute basic and diluted net loss per share increased to 42,218,965 in 2025 from 5,836,882 in 2024[22]

Financial Performance - 2025 revenue reached $31.8 million, representing a 34% year-over-year increase[1] - Total transaction volumes for 2025 were $960 million, a 46% year-over-year increase[1] - Q4 2025 revenue was $9.1 million, an 8% year-over-year increase[4] - The company reported an operating loss of $27.7 million for the full year 2025[4] - Net loss for the year ended December 31, 2025, was $69,590,462, compared to a net loss of $65,088,786 in 2024[19] - Adjusted EBITDA for 2025 was a loss of $17,213,338, compared to a loss of $6,311,144 in 2024[22] - Cash flows from operating activities resulted in a net cash used of $16,119,695 in 2025, compared to $3,314,951 in 2024[19] - Cash and cash equivalents at the end of the period were $7,652,203 in 2025, down from $18,330,359 in 2024[19] - The company incurred $9,612,199 in losses on extinguishment of debt during 2025[22] - Share-based compensation expense for 2025 was $9,969,112, with no such expense reported in 2024[22] - The company recorded a gain of $9,238,234 on digital assets in the investment treasury for 2025, compared to a loss of $29,247,576 in 2024[22] - Proceeds from the issuance of convertible notes and warrants were $0 in 2025, compared to $18,925,000 in 2024[19] - The company reported a change in fair value of SAFEs amounting to $7,197,168 in 2025, down from $88,372,854 in 2024[22] - Weighted-average shares used to compute basic and diluted net loss per share increased to 42,218,965 in 2025 from 5,836,882 in 2024[22] Customer Growth and Engagement - The total number of verified accounts increased to approximately 84,000, with 13,000 new accounts added during the year[4] - The company is focused on scaling customer acquisition and engagement in 2026 following the launch of new products[5] Product Launches and Innovations - Fold launched the Fold Bitcoin Rewards Credit Card, offering up to 4% back on purchases and up to 10% through its rewards network[5] - The newly launched Fold for Business service allows companies to integrate Bitcoin into payroll and bonuses, with initial partnerships already established[6] Capital Structure and Debt Management - The company eliminated its two outstanding convertible debt instruments, simplifying its capital structure[5] - Fold's Bitcoin Investment Treasury holdings decreased to 827 BTC as of March 17, 2026, from 1,527 BTC at the end of 2025[8]

Fold Holdings, Inc. (NASDAQ: FLD) Announces Fourth Quarter and Full Year 2025 Results 2025 Revenue: $31.8 million, 34% YoY increase 2025 Transaction Volumes of $960 million, 46% YoY increase Launch of Fold Bitcoin Credit Card and Enterprise Services Retired convertible notes, Streamlined capital for growth PHOENIX – March 17, 2026 Q4 2025 Financial Highlights Q4 2025 Key Operating Metrics Fold Holdings, Inc. (NASDAQ: FLD) ("Fold", "we", or "our"), the first publicly traded bitcoin financial services company ...

● Total Transaction Volume: $960 million; 46% YoY increase ● Total Verified Accounts: ~84,000, +13,000 new in the year ● Revenue: $9.1 million; 8% YoY increase ● Operating Loss: ($6.0) million ● Adjusted EBITDA 2 (Loss): ($4.1) million Fold Holdings, Inc. (NASDAQ: FLD) Announces Fourth Quarter and Full Year 2025 Results 2025 Revenue: $31.8 million, 34% YoY increase 2025 Transaction Volumes of $960 million, 46% YoY increase Launch of Fold Bitcoin Credit Card and Enterprise Services Retired convertible notes, ...