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FB Financial (FBK) - 2025 Q4 - Annual Results
2026-01-21 21:19
Financial Performance - Adjusted net income for Q4 2025 was $61,494, up from $57,606 in Q3 2025, indicating a growth of 3.3%[7] - Net income applicable to FB Financial Corporation was $56,977, representing a 143.8% increase from Sep 2025 and a 50.4% increase from Dec 2024[10] - Basic earnings per share increased to $1.08, a 145.5% increase from Sep 2025 and a 33.3% increase from Dec 2024[10] - Net income for the three months ended December 2025 was $56,977 million, a significant increase compared to $23,375 million in September 2025[65] - Adjusted net income for the year ended December 2025 was $200,029 million, compared to $159,281 million in the previous year[65] Revenue Growth - Total revenue for Dec 2025 was $178,599, up 2.72% from Sep 2025 and 37.0% from Dec 2024[10] - Total revenue grew by 22.9% to $560,010,000, up from $455,573,000 in the previous year[12] - Total noninterest income rose to $28,795, an 8.11% increase from Sep 2025 and a 30.9% increase from Dec 2024[10] - Banking segment total revenue for the three months ended December 2025 was $161,772,000, compared to $157,937,000 in the previous quarter, marking an increase of 1.2%[58] Asset Management - Total assets increased to $16,300,292, up from $16,236,459 in the previous quarter, reflecting a growth of 0.4%[7] - Total assets reached $16,300,292,000, a 23.9% increase compared to $13,157,482,000 in Dec 2024[14] - Total assets as of December 2025 were $16,300,292 million, a slight increase from $16,236,459 million in September 2025[62] Deposits and Loans - Total deposits reached $13,909,961, an increase from $13,812,955 in the previous quarter, marking a growth of 0.7%[7] - Total deposits rose by 2.79% to $13,909,961,000, up from $11,210,434,000 year-over-year[14] - Loans held for investment (HFI) increased to $12,383,626, compared to $12,297,600 in Q3 2025, reflecting a growth of 0.7%[7] - Total loan portfolio as of December 2025 reached $12,383,626, an increase from $12,297,600 in September 2025[35] Efficiency and Ratios - The efficiency ratio improved to 60.2% in Q4 2025, down from 63.2% in Q3 2025, indicating enhanced operational efficiency[7] - The efficiency ratio improved to 57.8% in December 2025 from 61.4% in September 2025[47] - The average interest rate spread improved to 3.21% from 3.14% in the previous quarter[16] - Adjusted return on average tangible common equity was 15.9% for December 2025, an increase from 14.7% in September 2025[65] Interest Income - Net interest income for Q4 2025 was $149,804, compared to $147,240 in Q3 2025, representing a 1.1% increase[7] - Total interest income for Dec 2025 was $235,238, a decrease of 0.70% from Sep 2025 but an increase of 26.2% from Dec 2024[10] - Net interest income for the year ended December 2025 reached $516,100,000, up from $416,503,000 in the previous year, representing a year-over-year increase of 24%[56] Credit Losses - The allowance for credit losses on loans HFI remained stable at 1.50% of loans HFI, consistent with the previous quarter[7] - Provision for credit losses on loans HFI was $2,428, a significant decrease of 91.9% from Sep 2025[10] - Provisions for credit losses were $796 thousand in December 2025, significantly lower than $34,070 thousand in September 2025[47] Shareholder Equity - Total common shareholders' equity increased to $1,948,165 thousand in December 2025 from $1,567,538 thousand in December 2024[44] - Tangible common equity was $1,566,528 million as of December 2025, down from $1,594,474 million in September 2025, reflecting a decrease of 1.1%[62] Liquidity - Cash and cash equivalents amounted to $1,155,895 million, accounting for 64% of total on-balance sheet liquidity[32] - Total available sources of liquidity increased to $9,009,696 million, reflecting a strong liquidity position[32] - On-balance sheet liquidity as a percentage of total assets was 11.1% in December 2025, down from 11.6% in September 2025[62]
Live Oak(LOB) - 2025 Q4 - Annual Results
2026-01-21 21:19
Financial Performance - Net income attributable to common shareholders for Q4 2025 was $44.1 million, or $0.95 per diluted share, with a total annual net income of $102.8 million, or $2.23 per diluted share[1][6] - Total revenue for 2025 increased by 18% to $577.8 million compared to $488.6 million in 2024[6] - Net income attributable to Live Oak Bancshares, Inc. reached $105,871 thousand for the year ended December 31, 2025, compared to $77,474 thousand in 2024, reflecting a 36.7% increase[14] - Net income attributable to common shareholders was $44,116 million, a 72.6% increase from Q3 2025 and a 345.6% increase from Q4 2024[12] - Basic earnings per share for Q4 2025 was $0.96, up 71.4% from Q3 2025 and 336.4% from Q4 2024[12] - Basic earnings per share increased to $2.25 for the year ended December 31, 2025, compared to $1.72 in 2024, representing a 30.8% increase[14] Revenue and Income Sources - Total interest income for Q4 2025 reached $239.655 million, a 3.6% increase from Q3 2025 and a 12.7% increase from Q4 2024[12] - Net interest income after provision for credit losses was $101.275 million, reflecting an 8.6% increase from Q3 2025 and a 58.5% increase from Q4 2024[12] - Noninterest income surged to $49.787 million, an 85.5% increase compared to Q3 2025 and an 80.7% increase from Q4 2024[12] - Noninterest income totaled $129,458 thousand for the year ended December 31, 2025, up 15.0% from $112,652 thousand in 2024[14] Asset and Liability Management - Total assets grew by 16.9% to $15.13 billion, while total deposits increased by 16% to $13.69 billion[4][6] - Total assets increased to $15,134,778 thousand in Q4 2025, up 3.2% from Q3 2025 and 16.9% from Q4 2024[13] - Total liabilities reached $13,880,672 thousand in Q4 2025, a 3.1% increase from Q3 2025 and 16.3% from Q4 2024[13] - Shareholders' equity attributed to Live Oak Bancshares, Inc. increased to $1,249,868 thousand in Q4 2025, a 4.3% increase from Q3 2025 and 25.1% from Q4 2024[13] Credit and Provisioning - Provision expense for credit losses remained relatively flat at $96.3 million compared to $96.2 million in 2024[4][6] - Provision for credit losses decreased to $21.845 million, a 1.8% decrease from Q3 2025 and a 34.9% decrease from Q4 2024[12] - The provision for credit losses was $96,303 thousand for the year ended December 31, 2025, slightly higher than $96,212 thousand in 2024[14] Capital and Financing - The company raised $96.3 million in capital through a preferred stock offering in Q3 2025[4] - A pre-tax gain of $24.1 million was realized from the sale of Apiture, Inc., included in equity method investments income[4] Operational Efficiency - The efficiency ratio improved to 51.56% in Q4 2025, down from 58.68% in Q3 2025, indicating better cost management[15] - Pre-provision net revenue grew by 28.9%, driven by an 18.3% increase in revenue and an 11.7% rise in noninterest expense[4] - Noninterest expense for Q4 2025 was $89,153 thousand, compared to $83,516 thousand in Q3 2025, showing an increase of 6.5%[19] Future Outlook - Live Oak plans to continue focusing on small business banking and aims for further progress in 2026 and beyond[2]
Charles Schwab(SCHW) - 2025 Q4 - Annual Results
2026-01-21 21:16
Exhibit 99.1 https://files.repo SCHWAB REPORTS RECORD 4Q AND FULL YEAR 2025 RESULTS 4Q Core Net New Assets Total $163.9 Billion; Full-Year Organic Growth of 5.1% 4Q Net Revenues Up 19% Year-Over-Year to a Record $6.3 Billion Quarterly GAAP Earnings Per Share of $1.33, $1.39 Adjusted – Up 38% versus 4Q24 (1) WESTLAKE, Texas, January 21, 2026 – The Charles Schwab Corporation reported net income for the fourth quarter totaling $2.5 billion, or $1.33 earnings per share. Excluding $127 million of pre-tax transac ...
RLI(RLI) - 2025 Q4 - Annual Results
2026-01-21 21:15
PEORIA, ILLINOIS, January 21, 2026 – RLI Corp. (NYSE: RLI) – RLI Corp. reported fourth quarter 2025 net earnings of $91.2 million ($0.99 per share), compared to $40.9 million ($0.44 per share) for the fourth quarter of 2024. Operating earnings(1) for the fourth quarter of 2025 were $86.4 million ($0.94 per share), compared to $48.3 million ($0.52 per share) for the same period in 2024. | | | Fourth Quarter | Year to Date | | | --- | --- | --- | --- | --- | | Earnings Per Diluted Share | 2025 | 2024 | 2025 | ...
Kinder Morgan(KMI) - 2025 Q4 - Annual Results
2026-01-21 21:13
Financial Performance - Fourth quarter net income attributable to Kinder Morgan, Inc. was $996 million, a 49% increase from $667 million in the fourth quarter of 2024[6] - Adjusted EBITDA for the fourth quarter was $2,271 million, up 10% compared to the fourth quarter of 2024[6] - Earnings per share (EPS) reached $0.45, a 50% increase from the fourth quarter of 2024, while Adjusted EPS was $0.39, up 22%[6] - Revenues for Q4 2025 reached $4.508 billion, a 16% increase from $3.987 billion in Q4 2024[41] - Net income attributable to Kinder Morgan, Inc. was $996 million for Q4 2025, up 49% from $667 million in Q4 2024[45] - Adjusted Net Income attributable to Kinder Morgan, Inc. increased by 22% to $866 million in Q4 2025 from $708 million in Q4 2024[45] - Adjusted EBITDA for the year ended December 31, 2025 was $8.391 billion, a 6% increase from $7.938 billion in 2024[45] - Net income attributable to Kinder Morgan, Inc. for the year ended December 31, 2025, was $3,056 million, a 17% increase from $2,613 million in 2024[56] - Adjusted EBITDA for the year ended December 31, 2025, reached $8,391 million, up from $7,938 million in 2024, representing a 5.7% growth[56] Cash Flow and Dividends - The company generated cash flow from operations of $1.7 billion and free cash flow (FCF) of $0.9 billion, representing increases of 12% and 18% respectively from the prior year[7] - KMI's 2026 budgeted adjusted net income is projected to be 5% higher than 2025, with Adjusted EPS expected to be $1.36, also up 5%[12] - The company plans to declare dividends of $1.19 per share for 2026, a 2% increase from 2025[12] - Declared dividends per share increased by 2% to $0.2925 in Q4 2025 from $0.2875 in Q4 2024[41] - Free cash flow (FCF) for the year ended December 31, 2025, was $2,891 million, compared to $3,006 million in 2024, indicating a decrease of 3.8%[59] Project and Operational Highlights - The project backlog at the end of the fourth quarter of 2025 was $10 billion, with natural gas projects accounting for approximately 90% of this backlog[10] - KMI completed a sale of its 25% non-operated interest in BPX Gathering LLC for $396 million, resulting in a pre-tax gain on sale of $123 million[23] - KMI has begun construction on the $1.8 billion Trident Intrastate Pipeline, expected to be in service in phases starting in 2027[23] - Natural gas transport volumes increased to 48,353 BBtu/d in Q4 2025, up 4.1% from 44,507 BBtu/d in Q4 2024[53] - Total refined product volumes decreased slightly to 1,612 MBbl/d in Q4 2025, compared to 1,644 MBbl/d in Q4 2024, reflecting a 1.9% decline[53] Financial Metrics and Ratios - Adjusted Net Income Attributable to Kinder Morgan, Inc. is calculated by adjusting net income for Certain Items, providing insight into core operational performance[31] - Adjusted EBITDA is utilized to evaluate leverage and is calculated by adjusting net income for Certain Items, DD&A, income tax expense, and interest[32] - The ratio of Net Debt-to-Adjusted EBITDA is a key performance target for the annual incentive compensation program[34] - Free Cash Flow (FCF) is calculated by reducing cash flow from operations for capital expenditures, providing additional insight into cash flow generation[36] - The company’s net debt as of December 31, 2025, was $31,716 million, slightly down from $31,725 million in 2024[56] Market Outlook and Risks - Total demand for natural gas is projected to grow by 17% through 2030, with long-term contracts to move 8 Bcf/d of natural gas feedstocks to LNG facilities, expected to increase to 12 Bcf/d by the end of 2028[8] - Forward-looking statements include expectations for long-term demand for KMI's assets and services, anticipated dividends, and capital projects[37] - Important factors affecting future performance include commodity prices, changes in supply and demand, and regulatory approvals for expansion projects[38] - The company emphasizes that forward-looking statements are subject to risks and uncertainties, and actual results may differ materially[38] Cost and Expense Analysis - Operating income for the year ended December 31, 2025 was $4.724 billion, compared to $4.384 billion in 2024[41] - Interest expense for the year ended December 31, 2025 was $1.801 billion, slightly down from $1.844 billion in 2024[41] - Total operating costs for the year ended December 31, 2025 were $12.213 billion, an increase from $10.716 billion in 2024[41] Commodity Pricing - Realized weighted average oil price for Q4 2025 was $66.34 per Bbl, down from $67.24 per Bbl in Q4 2024[53] - Liquids utilization percentage for Q4 2025 was 92.9%, a decrease from 95.2% in Q4 2024[53]
NVE(NVEC) - 2026 Q3 - Quarterly Report
2026-01-21 21:09
Revenue Performance - Total revenue for the quarter ended December 31, 2025, increased by 23% compared to the same quarter in 2024, driven by a 16% increase in product sales and a 335% increase in contract research and development revenue [60]. - Contract research and development revenue represented 7.2% of total revenue for the quarter ended December 31, 2025, compared to 2.0% in the prior-year quarter [60]. Gross Margin and Expenses - Gross margin for the third quarter of fiscal 2026 was 79% of revenue, down from 84% in the prior-year quarter, attributed to a less profitable product mix and increased distributor sales [61]. - Total expenses decreased by 12% for the third quarter of fiscal 2026, with research and development expenses down by 9% and selling, general, and administrative expenses down by 19% [62]. Net Income and Tax Rate - Net income for the first nine months of fiscal 2026 decreased by 8% to $10.3 million, or $2.12 per diluted share, primarily due to decreased gross margin and increased effective tax rate [71]. - The effective tax rate increased to 20% for the third quarter of fiscal 2026 from 15% in the prior-year quarter, primarily due to unfavorable non-cash impacts of tax law changes [64]. - The company expects a full-year tax rate of 16% to 17% for fiscal 2026, factoring in anticipated advanced manufacturing investment tax credits [65]. Cash Position and Dividends - Cash and cash equivalents were $3,408,531 as of December 31, 2025, a decrease of $4,628,033 from March 31, 2025, due to net cash used in investing and financing activities [73]. - Cash dividends paid to shareholders during the first nine months of fiscal 2026 totaled $14,511,498, with an additional dividend of $1.00 per share announced for payment on February 27, 2026 [79]. Other Income - Interest income decreased by 3% due to a reduction in the marketable securities portfolio, while other income decreased significantly by $135,057 [63].
Knight-Swift Transportation (KNX) - 2025 Q4 - Annual Results
2026-01-21 21:07
Financial Performance - Knight-Swift reported a fourth quarter 2025 net loss of $6.8 million, with an Adjusted Net Income of $50.9 million, compared to a net income of $69.5 million in Q4 2024[1][3] - Consolidated total revenue for Q4 2025 was $1.9 billion, a 0.4% decrease from Q4 2024, while Adjusted Operating Income decreased by 5.3% year-over-year to $100.6 million[2][3] - Operating income for Q4 2025 decreased to $26,457, down 66.0% from $77,953 in Q4 2024[38] - The company reported a comprehensive loss of $7,329 in Q4 2025 compared to a comprehensive income of $68,887 in Q4 2024[38] - Total revenue for Q4 2025 was $1,856,330, a slight decrease from $1,864,281 in Q4 2024, while year-to-date revenue increased to $7,469,689 from $7,410,078[46] - Adjusted Operating Income for Q4 2025 was $100,552, down from $106,133 in Q4 2024, with year-to-date Adjusted Operating Income rising to $396,845 from $347,867[46] - Adjusted EPS for Q4 2025 was $0.31, compared to $0.36 in Q4 2024, while year-to-date Adjusted EPS increased to $1.26 from $1.06[48] Segment Performance - The Truckload segment's revenue, excluding fuel surcharge, decreased by 2.4% year-over-year, with an Adjusted Operating Ratio of 92.9%, reflecting a 330 basis point improvement over Q3 2025[2][11] - LTL segment revenue, excluding fuel surcharge, increased by 7.0% year-over-year, driven by a 2.1% increase in shipments per day and a 5.0% increase in revenue per hundredweight[2][15] - The Logistics segment experienced a 4.8% decrease in revenue year-over-year, with an Adjusted Operating Ratio of 95.8%, a 210 basis point decline from the previous year[2][19] - Intermodal segment revenue decreased by 3.4% year-over-year to $95,663, with an operating loss improved to approximately breakeven, reflecting a 2.8% increase in revenue per load[20] - Truckload segment total revenue for Q4 2025 was $1,221,814, a decrease of 2.2% from $1,249,533 in Q4 2024[52] - LTL segment total revenue increased by 7.2% to $344,752 in Q4 2025 from $321,535 in Q4 2024[55] - Logistics segment revenue for Q4 2025 was $159,971, down 4.8% from $167,991 in Q4 2024[58] Cash Flow and Liquidity - Net cash provided by operating activities for the year ended December 31, 2025, was $1,266,647, an increase of $467,584 compared to 2024[23] - Free Cash Flow for the year ended December 31, 2025, was $763.2 million, supported by $1.3 billion in operating cash flows[25] - As of December 31, 2025, the company had $1.1 billion in unrestricted cash and available liquidity, with a net debt of $2.1 billion[25] - Free cash flow for the year-to-date period ending December 31, 2025, was $763,228, reflecting strong operational cash flows[61] Tax and Impairment - The effective tax rate on GAAP results for Q4 2025 was 21.6%, up from 13.4% in Q4 2024, indicating increased tax liabilities[4][9] - Knight-Swift combined its Abilene truckload brand into the Swift business, resulting in $52.9 million of non-cash impairment charges[1][4] - The company reported impairments of $52,891 in Q4 2025, significantly higher than $8,145 in Q4 2024, indicating potential challenges in asset valuation[47] Future Outlook - The company plans to focus on cost control, service quality, and expanding its network to drive future growth opportunities[5][6] - Expected net cash capital expenditures for full-year 2026 are projected to be between $625 million and $675 million, primarily for replacements and investments in technology[26] - Adjusted EPS guidance for the first quarter of 2026 is expected to range from $0.28 to $0.32, assuming stable market conditions[28] - Operating income for All Other Segments, excluding intangible asset amortization, is projected to be between $22 million and $26 million in the first quarter[29] - The company anticipates a gain on sale of operating assets in the range of $7 million to $12 million in the first quarter[33] - The effective tax rate on adjusted income before taxes is expected to be approximately 25% to 26% for the first quarter and for the full year 2026[33] Operational Metrics - Average revenue per tractor in the Truckload segment increased by 2.3% to $50,893 in Q4 2025 from $49,726 in Q4 2024[41] - Shipments per day in the LTL segment increased by 2.1% to 22,340 in Q4 2025 compared to 21,870 in Q4 2024[41] - Average length of haul in the LTL segment increased by 12.4% to 680 miles in Q4 2025 from 605 miles in Q4 2024[41] - The LTL tractor fleet included 649 tractors in Q4 2025, up from 638 in Q4 2024, while the LTL trailer fleet increased to 1,227 from 1,009 in the same period[43] Operational Efficiency - The operating ratio for Q4 2025 was 98.6%, compared to 95.8% in Q4 2024, indicating a decline in operational efficiency[46] - The adjusted operating ratio for the Truckload segment improved to 92.9% in Q4 2025 from 92.2% in Q4 2024[52] - The adjusted operating ratio for the LTL segment was 95.1% in Q4 2025, compared to 94.5% in Q4 2024[55] - Adjusted operating income for the Truckload segment in Q4 2025 was $76,739, down 10.7% from $85,969 in Q4 2024[52] - Adjusted operating income for the LTL segment was $14,490 in Q4 2025, a decrease of 4.8% compared to $15,216 in Q4 2024[55] - Adjusted operating income for the Logistics segment decreased to $6,696 in Q4 2025 from $10,560 in Q4 2024[58] Non-GAAP Measures - The company plans to continue focusing on non-GAAP financial measures to provide a clearer picture of core operating performance, despite the limitations of these measures[45]
First Bank(FBNC) - 2025 Q4 - Annual Results
2026-01-21 21:05
News Release For Immediate Release: For More Information, Contact: January 21, 2026 Katie Doyle 336-286-8741 First Bancorp Reports Fourth Quarter and Full Year Results | Fourth Quarter | 2025 | Financial | Data | | | | --- | --- | --- | --- | --- | --- | | (Dollars in 000s, | | | | | | | except per share | | | | | | | data) | Q4-2025 | | Q3-2025 | | Q4-2024 | | Summary Income Statement | | | | | | | Total interest | | | | | | | income | $ 143,634 | | $ 144,200 | | $ 132,395 | | Total interest | | | | | | | ...
Old Second Bancorp(OSBC) - 2025 Q4 - Annual Results
2026-01-21 21:05
Financial Performance - Fourth quarter 2025 net income was $28.8 million, an increase of $18.9 million from the third quarter of 2025, and an increase of $9.7 million from the fourth quarter of 2024[1]. - Adjusted net income for the fourth quarter of 2025 was $30.8 million, up $2.4 million from the third quarter of 2025, and up $10.8 million from the fourth quarter of 2024[2]. - Net income for the year ended December 31, 2025, was $80,310,000, down from $85,264,000 in 2024, a decrease of 5.6%[59]. - Basic earnings per share for Q4 2025 was $0.55, compared to $0.42 in Q4 2024, an increase of 30.9%[59]. - Adjusted net income (non-GAAP) for Q4 2025 was $30,778 million, compared to $19,966 million in Q4 2024, reflecting a growth of 54%[64]. Income and Expenses - Net interest and dividend income was $83.1 million for the fourth quarter of 2025, reflecting a 0.3% increase from the third quarter of 2025 and a 34.9% increase from the fourth quarter of 2024[6]. - Noninterest income decreased by $955,000, or 7.3%, to $12.2 million in the fourth quarter of 2025 compared to the third quarter of 2025[6]. - Noninterest expense was $52.9 million for the fourth quarter of 2025, a decrease of $10.2 million, or 16.2%, from the third quarter of 2025[6]. - Total noninterest expense for Q4 2025 was $52,935 million, compared to $44,322 million in Q4 2024, marking an increase of 19%[63]. Credit and Loans - The provision for credit losses was $3.0 million in the fourth quarter of 2025, down from $19.7 million in the third quarter of 2025[6]. - Nonperforming loans totaled $52.8 million at December 31, 2025, representing 1.0% of total loans, up from 0.8% a year earlier[12]. - Total loans were $5.25 billion at December 31, 2025, a decrease of $12.4 million from September 30, 2025, but an increase of $1.27 billion from December 31, 2024, primarily due to the acquisition of Bancorp Financial[12]. - The allowance for credit losses on loans was $72.301 million as of December 31, 2025, maintaining a ratio of 1.4% to total loans, consistent with September 30, 2025[39][40]. Assets and Equity - Total assets increased to $6,902,675,000 as of December 31, 2025, up from $5,649,377,000 in 2024, representing a growth of 22.2%[57]. - Total stockholders' equity increased to $883,986 million in Q4 2025 from $849,998 million in Q3 2025, a rise of 4.00%[61]. - Retained earnings grew to $526,910 million in Q4 2025, up from $500,075 million in Q3 2025, reflecting an increase of 5.36%[61]. Dividends and Shareholder Returns - The company declared a cash dividend of $0.07 per share, payable on February 9, 2026[6]. - The company declared dividends of $0.25 per share for the year, up from $0.21 in 2024, reflecting a 19% increase[59]. Market and Strategic Position - The company plans to continue strategically buying and selling securities as opportunities arise, reflecting a proactive approach to managing its investment portfolio[12]. - The company recorded a day one purchase accounting credit mark of $17.5 million related to the acquisition in the third quarter of 2025[39]. Future Outlook - The company plans to discuss its fourth quarter 2025 financial results in a conference call scheduled for January 22, 2026[53].
Oportun Financial (OPRT) - 2025 Q4 - Annual Results
2026-01-21 21:05
Compensation and Benefits - Executive's base salary during the Transition Period will remain unchanged, and he will be eligible for a bonus under the Company's 2025 bonus plan[6] - Executive will receive a total severance payment of $1,102,500, equivalent to eighteen months of his base salary, paid in equal installments[11] - Executive's annual target bonus for 2026 is set at $918,750, with a prorated amount based on the number of days employed in 2026[12] - The Company will cover COBRA premiums for Executive and eligible dependents for up to eighteen months after the Employment End Date[13] - Executive will vest in 200,891 time-based RSUs if he remains employed through the Planned Transition Date[14] - Two-thirds of any PSUs granted to Executive on April 2, 2025, will remain eligible to vest if they become "Economic ROA Eligible Units"[15] - Executive will serve as a strategic advisor after the Transition Period, receiving a monthly fee of $61,250 until July 3, 2026[8] Transition Agreement - The Transition Agreement allows for an orderly transition of Executive's duties, with a Planned Transition Date set for April 3, 2026[3] - Executive acknowledges that the Transition Agreement will become effective on the date it has been signed by all Parties[32] - The Company agrees to provide the Executive with Severance in consideration of the Executive's execution and non-revocation of the Agreement[43] - Executive represents that the Company and Parent have paid or provided all salary, wages, bonuses, and other benefits due to the Executive[51] - Executive's health insurance benefits shall cease on the Separation Date, with the option to continue under COBRA[52] - The Transition Agreement represents the entire agreement between the Parties concerning the subject matter and supersedes any prior agreements[29] Legal and Arbitration - Any disputes arising out of the terms of the Agreement shall be subject to arbitration under the Federal Arbitration Act[54] - The arbitration must be completed within twelve months of the initial demand for arbitration[55] - The prevailing party in any arbitration is entitled to recover attorneys' fees and costs[67] - The agreement represents the entire understanding between the parties and supersedes all prior agreements[59] - The agreement is governed by the laws of the State of California[68] - The agreement will become effective on the eighth day after the Executive signs it, provided it has not been revoked[69] - The parties agree to waive their right to have any dispute resolved in a court of law[55] Confidentiality and Compliance - Executive agrees to take reasonable precautions to prevent unauthorized use or disclosure of Company trade secrets[7] - Executive certifies the return of all Company and Parent property and information[56] - Any material breach of the agreement allows the Company to recover consideration provided to the Executive[57] - Executive acknowledges that they executed the agreement voluntarily and with understanding of its terms[73] - Executive has no pending or future lawsuits against the Company or any of the Releasees[53] - Executive's resignation from the Board is not due to any disagreement with the Company[7] - The Company will use reasonable best efforts to ensure any successor assumes and agrees to perform the Agreement[35] - The Company will use reasonable best efforts to ensure any successor assumes the agreement[71]