Clinical Trials and Efficacy - NGN-401 for Rett syndrome demonstrated promising interim clinical data, with the first participant dosed in Q4 2025 and enrollment expected to complete in 3-6 months[8]. - The Embolden™ registrational trial for NGN-401 is designed as a single-arm, open-label trial with a sample size of 20 females, requiring a 35% response rate for success[28]. - The primary endpoint of the Embolden trial is a responder-based composite endpoint, with key secondary endpoints focusing on developmental milestones[28]. - The trial's primary analysis will occur at 12 months, assessing the CGI-I score and developmental milestones gained[30]. - 12 of 13 clinical trial sites for the Embolden trial have been initiated, with enrollment expected to complete in 3-6 months[44]. - 5 out of 20 participants (25%) achieved the minimum threshold for success in the Embolden trial, with a CGI-I score of < 3 at 12 months[51]. - Participants dosed in the first half of 2025 show early efficacy, with 3 of 3 demonstrating functional gains at 6 months[54]. - The primary endpoint of the Embolden trial is focused on the gain of any one developmental milestone/skill at 12 months[54]. - NGN-401 demonstrated efficacy and safety in Mecp2 mouse models, with survival rates showing significant improvement[94]. - The company plans to announce additional Phase 1/2 clinical data in 2H 2025 and in 2026[90]. Manufacturing and Operational Capacity - Neurogene's internal manufacturing capabilities are designed to support commercial-grade products, avoiding potential future comparability challenges[14]. - Neurogene's facility in Houston spans 42,000 sq ft, including 6,000 sq ft of cleanrooms, enhancing its manufacturing capabilities[13]. - Cash runway is expected to fund operations through Q1 2028, providing strategic flexibility for ongoing and future projects[8]. - Cash runway is projected to fund operations through Q1 2028[90]. Patient Impact and Caregiver Insights - The U.S. prevalence of Rett syndrome is estimated to be between 6,000 and 9,000 patients, with a worldwide incidence of 1 in 10,000 females, indicating a significant unmet need for new treatment options[21]. - Significant improvements in communication and motor skills have been reported by caregivers, enhancing quality of life[85]. - Caregivers indicated that any skill gain or symptom improvement would provide significant respite and independence for their daughters with Rett syndrome[93]. - The majority of caregivers considered all queried skills in developmental milestones meaningful, highlighting the immense burden of care required[93]. Safety and Tolerability - NGN-401 remains generally well tolerated at the 1E15 vg dose level, with 9 treatment-emergent adverse events related to NGN-401 reported[86]. - All treatment emergent adverse events (TEAEs) related to NGN-401 have been Grade 1 (mild) or Grade 2 (moderate) in severity, with most participants experiencing mild liver enzyme elevations[87]. - Seizures have remained well controlled following the administration of NGN-401[87]. - No evidence of hemophagocytic lymphohistiocytosis (HLH) was found in any participant during the trials[87]. Future Directions - The company is evaluating opportunities for NGN-101 targeting CLN5 Batten Disease, expanding its clinical pipeline[9]. - The trial design for ages over 3 is expected to enable the most efficient path to market for NGN-401[44]. - The company aims to deliver durable, multidomain gains that grow over time with NGN-401[45]. - The Embolden registrational trial will expand the clinical trial footprint, more than doubling the presence in the U.S.[90].

Financial Performance - The company reported a net loss of $2.4 million for the three months ended September 30, 2025, compared to a net loss of $2.1 million for the same period in the prior year[160]. - Net interest income decreased by $0.9 million, or 15.0%, to $5.1 million for the three months ended September 30, 2025[166]. - The efficiency ratio increased to 138.33% for the three months ended September 30, 2025, compared to 125.11% for the same period in the prior year[161]. - Non-interest income increased by $0.6 million, or 100.0%, to $1.2 million for the three months ended September 30, 2025, compared to the prior year quarter[181]. - Non-interest expense rose by $0.6 million, or 7.3%, to $8.8 million for the three months ended September 30, 2025, compared to the prior year quarter[182]. Asset and Liability Management - Carver Federal Savings Bank had approximately $697.9 million in assets as of September 30, 2025[116]. - Total assets decreased by $32.1 million, or 4.4%, to $697.9 million at September 30, 2025, from $730.0 million at March 31, 2025[149]. - Total liabilities decreased by $29.4 million, or 4.2%, to $671.0 million at September 30, 2025, primarily due to a decrease in total deposits[153]. - Total equity decreased by $2.7 million, or 9.1%, to $26.9 million at September 30, 2025, due to a net loss of $3.6 million[156]. Loan Portfolio and Credit Quality - The Bank's net loan portfolio decreased by $20.5 million during the same period[149]. - Gross portfolio loans decreased by $20.8 million, or 3.4%, to $592.9 million as of September 30, 2025, compared to $613.7 million at March 31, 2025[152]. - Nonaccrual loans totaled $26.7 million, or 3.82% of total assets, at September 30, 2025, compared to $24.6 million, or 3.37% of total assets at March 31, 2025[175]. - The allowance for credit losses (ACL) was $6.1 million at September 30, 2025, representing a ratio of ACL to total loans of 1.03%[175]. - The allowance for credit losses on off-balance sheet credit exposures was $14 thousand as of September 30, 2025[159]. - The allowance to total loans ratio was 1.03% as of September 30, 2025, consistent with the previous quarter[178]. - The total non-performing loans to total loans ratio was 4.50%, up from 4.04% at March 31, 2025[178]. Capital and Regulatory Compliance - The Tier 1 leverage ratio was 8.70% at September 30, 2025, below the 9% Individual Minimum Capital Requirement (IMCR)[140]. - The total risk-based capital ratio was 11.44% at September 30, 2025, below the 12% IMCR requirement[140]. - The Company has a representation and warranty repurchase reserve of $80,000 as of September 30, 2025[147]. Market Conditions and Competition - The Company faces significant competition for deposits and mortgage lending in its market areas, with many competitors having greater financial resources[119]. - The Bank's primary lending market includes Kings, New York, Bronx, and Queens Counties, as well as lower Westchester County[119]. Stock and Shareholder Actions - As of September 30, 2025, the Company repurchased 11,744 shares of its common stock at an average price of $235.80 per share[129]. - The Company has a stock repurchase program in place, initially announced on August 6, 2002, to repurchase up to 15,442 shares[129]. Interest Income and Expense - Interest income decreased by $1.2 million for the three and six months ended September 30, 2025, compared to the prior year periods, with a $0.9 million decrease in loan interest income due to a 4.2% decrease in average loan balances[170]. - Interest expense decreased by $0.4 million, or 10.5%, to $3.4 million for the three months ended September 30, 2025, compared to $3.8 million for the prior year quarter[171]. - The average interest rate spread for the six months ended September 30, 2025, was 2.65%, compared to 2.63% for the prior year period[169]. Deposits and Funding Sources - Total deposits decreased by $36.2 million, contributing to the decline in cash and cash equivalents[150]. - Deposits decreased by $36.2 million, or 5.5%, to $625.6 million at September 30, 2025, with a significant drop in certificates of deposit[154]. - The Bank's primary sources of funds are deposits, borrowed funds, and principal and interest payments on loans and securities[130]. - Advances from the FHLB-NY and other borrowed money increased by $7.3 million, or 36.1%, to $27.5 million at September 30, 2025[155].

Financial Performance - For the three months ended September 30, 2025, the company incurred a net loss of $18.1 million, compared to a net loss of $28.9 million for the same period in 2024, representing a 37.5% decrease in losses year-over-year[129]. - For the nine months ended September 30, 2025, the company reported net losses of $47.0 million, down from $52.2 million in the same period of 2024, indicating a 10.0% reduction in losses[129]. - The net loss for Q3 2025 was $18.1 million, a decrease of $10.7 million from a net loss of $28.9 million in Q3 2024[169]. - Net loss decreased to $46.97 million in 2025 from $52.18 million in 2024, showing an improvement of $5.21 million[185]. Cash and Liquidity - As of September 30, 2025, the company had cash and cash equivalents of $12.2 million, a decrease from $48.3 million as of December 31, 2024[129]. - Cash and cash equivalents as of September 30, 2025, were $12.2 million, with an accumulated deficit of $344.1 million[185]. - Net cash used in operating activities was $36.57 million for the nine months ended September 30, 2025, compared to $27.89 million in 2024[194]. - The company anticipates needing substantial additional funding to support ongoing operations and development strategies[186]. Research and Development - The company initiated a clinical trial of SENTI-202 for blood cancers in 2024, with topline data expected before the end of 2025[128][146]. - The FDA granted Orphan Drug Designation to SENTI-202 for the treatment of relapsed/refractory hematologic malignancies, including acute myeloid leukemia[145]. - The company is evaluating next steps for SENTI-301A/SN301A after enrollment was stopped due to dose limiting toxicities observed in the trial[148]. - The company anticipates a substantial increase in expenses and operating losses driven by ongoing clinical and preclinical development activities[130]. - Research and development expenses for Q3 2025 were $10.5 million, an increase of $1.8 million from $8.7 million in Q3 2024, primarily due to higher external services and supplies costs[169]. - Research and development expenses increased to $29.8 million for the nine months ended September 30, 2025, up from $26.6 million in 2024, reflecting a $3.2 million increase primarily due to higher external services and supplies costs[177]. - The company anticipates an increase in research and development expenses and manufacturing costs in connection with planned preclinical and clinical development activities[155]. Operating Expenses - General and administrative expenses for Q3 2025 were $6.4 million, a slight decrease from $6.6 million in Q3 2024, mainly due to reduced external services and supplies costs[170]. - The total operating expenses for Q3 2025 were $16.9 million, compared to $15.2 million in Q3 2024, reflecting an increase of $1.7 million[169]. - General and administrative expenses rose to $20.3 million in 2025 from $18.3 million in 2024, an increase of $2.0 million mainly due to higher personnel-related expenses[178]. Income and Other Financial Metrics - Interest income remained stable at $0.2 million for both Q3 2025 and Q3 2024[171]. - Interest income increased to $0.8 million for the nine months ended September 30, 2025, compared to $0.7 million in 2024, attributed to higher average cash balances[179]. - GeneFab sublease income decreased by $3.2 million in Q3 2025 due to a $3.3 million reversal of previously recognized sublease income[172]. - Other income increased by $0.2 million in Q3 2025, attributed to new sublease agreements that began in October 2024[173]. Shareholder and Financing Activities - The company sold 244,960 shares of common stock under the 2025 ATM Agreement at a weighted average price of $2.82 per share, resulting in gross proceeds of $0.7 million[143]. - The company raised aggregate gross proceeds of $356.9 million from various financing activities since inception, including a merger in 2022 and issuance of common stock[187]. Contractual Obligations and Compliance - As of September 30, 2025, the company is in default on its Alameda lease for nonpayment of rent amounting to approximately $0.4 million[206]. - The company has not reported any material changes in contractual obligations since December 31, 2024[207]. - There are currently no off-balance sheet arrangements as defined by SEC regulations[208]. - No material changes have occurred in critical accounting policies and estimates for the nine months ended September 30, 2025[209]. Company Status and Classification - The company remains classified as an "emerging growth company" and has opted not to take advantage of the extended transition period for new accounting standards[210]. - The company expects to maintain its emerging growth status until it achieves total annual revenue of at least $1.235 billion or meets other specified criteria[211]. - The company operates as a single segment focused on the research and development of its gene circuit platform, with no current revenue generation[215]. - The company qualifies as a "smaller reporting company," allowing it to provide reduced disclosure obligations[214].

Financial Performance - Total revenue increased by 10% year-over-year to $137.0 million for the first nine months of 2025[1] - Net income for the first three quarters of 2025 was $2.1 million, compared to a net loss of $3.5 million in the same period in 2024[6] - In the third quarter of 2025, total revenue grew by 9.5% to $46.2 million[6] - The company achieved GAAP profitability with a net income of $1.8 million in the third quarter of 2025, compared to a net loss of $1.2 million in the prior year[6] - For the three months ended September 30, 2025, net income was $1.8 million, compared to a net loss of $1.2 million in the same period of 2024[20] - For the nine months ended September 30, 2025, net income improved to $2.1 million from a net loss of $3.5 million in 2024[20] EBITDA and Profitability - EBITDA rose to $5.8 million for the first nine months of 2025, up from $1.0 million in the prior year[7] - EBITDA for the three months ended September 30, 2025, was $2.9 million, significantly up from $0.4 million in the same period of 2024[20] - EBITDA for the nine months ended September 30, 2025, reached $5.8 million, compared to $0.9 million in the same period of 2024[20] Expenses and Costs - Total operating expenses decreased to $23.5 million from $26.0 million in the prior-year period[6] - Interest expense decreased to $0.5 million for the three months ended September 30, 2025, down from $0.8 million in 2024[20] - Share-based compensation was $0.2 million for the three months ended September 30, 2025, while there was no expense recorded in the same period of 2024[20] - Provision for income taxes for the three months ended September 30, 2025, was $0.2 million, compared to $0.5 million in 2024[20] - Depreciation and amortization for the three months ended September 30, 2025, was $0.2 million, slightly down from $0.3 million in 2024[20] Assets and Liabilities - Assets Under Management (AuM) grew by 11% year-over-year to $30.0 billion as of September 30, 2025[6] - Cash and cash equivalents stood at $8.3 million, with outstanding long-term debt of $18.2 million as of September 30, 2025[8] Outlook and Confidence - The company remains confident in its growth opportunities amid a dynamic macro environment[3]

Revenue Performance - Total revenue for the three months ended September 30, 2025, was $62.7 million, a decrease of $9.1 million or 13% compared to $71.8 million in the same period of 2024[127]. - For the six months ended September 30, 2025, total revenue decreased by $17.1 million, or 12%, to $127.0 million compared to $144.1 million in the same period of 2024[148]. - Product revenue decreased by $3.9 million, or 10%, to $35.4 million, primarily due to large orders in the prior period[128][129]. - Product revenue decreased by $9.0 million, or 11%, primarily due to a large video surveillance order in the prior period[149]. - Service and subscription revenue fell by $4.6 million, or 15%, to $25.6 million, attributed to certain long-lived products reaching their end-of-service-life[130]. - Service and subscription revenue also decreased by $6.4 million, or 11%, attributed to certain long-lived products reaching their end-of-service-life[150]. - Royalty revenue saw a decline of $1.7 million, or 33%, due to lower market volume and a mix weighted towards LTO types with lower royalty rates[151]. Profitability - Gross profit for the three months ended September 30, 2025, was $23.6 million, down $7.1 million or 23% from $30.6 million in 2024, with a gross margin of 37.6%[132]. - Gross profit for the six months ended September 30, 2025, was $46.3 million, down $11.4 million, or 20%, from $57.7 million in 2024, with a gross margin decrease from 42.7% to 37.6%[152]. - Net loss for the three months ended September 30, 2025, was $46.5 million, compared to a net loss of $12.2 million in the same period of 2024[127]. - The company generated negative cash flows from operations of approximately $32.5 million for the six months ended September 30, 2025, compared to $17.2 million in 2024[170]. Operating Expenses - Total operating expenses decreased by $4.5 million, or 12%, to $31.7 million, with significant reductions in general and administrative expenses by 21%[136]. - Operating expenses decreased by $13.0 million, or 16%, totaling $67.0 million, with significant reductions in general and administrative expenses by 30%[156]. Debt and Financing - Interest expense increased by $0.1 million, or 2%, to $6.2 million due to a higher effective interest rate on the Term Loan[142]. - Loss on debt extinguishment was $33.3 million, a significant increase from $2.3 million in the prior year, related to term loans issuance[144][145]. - The company recorded a loss on debt extinguishment of $30.7 million for the six months ended September 30, 2025, a significant increase of 922% compared to the prior year[164]. - Net cash provided by financing activities was $32.8 million for the six months ended September 30, 2025, significantly higher than $11.5 million in 2024, primarily related to borrowings on the Term Loan[177]. Restructuring and Future Outlook - Restructuring charges increased by $2.8 million, or 734%, to $3.2 million, reflecting workforce reductions and related severance[139]. - The company expects restructuring initiatives to yield future cost savings and productivity improvements starting in fiscal 2026[140]. - The restructuring plan is expected to result in future cost savings and productivity improvements beginning in fiscal 2026, with substantial completion anticipated by the end of Q4 2026[160]. Cash Flow and Liquidity - As of September 30, 2025, cash and cash equivalents were $14.7 million, with total outstanding Term Loan debt at $106.1 million[169]. - Net cash used in operating activities was $32.5 million for the six months ended September 30, 2025, compared to $17.2 million for the same period in 2024, primarily due to lower earnings[175]. - Net cash used in investing activities was $1.6 million for the six months ended September 30, 2025, down from $3.2 million in 2024, attributed to capital expenditures[176]. - The net decrease in cash, cash equivalents, and restricted cash was $1.3 million for the six months ended September 30, 2025, compared to a decrease of $8.9 million in 2024[174]. Contingent Liabilities and Risk Management - The company has contingent liabilities primarily related to product liability and potential infringement of intellectual property, with little historical cost impact due to insurance coverage[178]. - There have been no material changes to the contractual obligations disclosed in the Annual Report, indicating stability in financial commitments[181]. - The company does not have any off-balance sheet arrangements or holdings in variable interest entities, ensuring transparency in financial reporting[180]. - The preparation of financial statements requires management to make significant judgments and estimates, which could materially impact reported results if actual performance differs from historical experience[182]. - There have been no material changes to market risk disclosures from the Annual Report, indicating consistent risk management practices[184].

Financial Performance - The net loss for the nine months ended September 30, 2025, was $16,177,001, compared to a net loss of $10,328,505 for the same period in 2024, reflecting a 56.5% increase in losses[15]. - The company reported an operating loss of $5,995,835 for the three months ended September 30, 2025, compared to an operating loss of $3,282,087 for the same period in 2024, indicating a 82.5% increase in operating losses[15]. - The net loss for the three months ended September 30, 2025, was $7,341,062, compared to a net loss of $4,125,643 for the same period in 2024, representing an increase of 78%[38]. - The operating loss for the nine months ended September 30, 2025, was $14,351,844, compared to a loss of $9,436,484 for the same period in 2024, reflecting a 52% increase in losses[38]. - The total general and administrative expenses for the nine months ended September 30, 2025, were $6,579,735, up from $4,319,902 for the same period in 2024, marking a 52% increase[38]. Assets and Liabilities - Total current assets decreased from $12,660,803 as of December 31, 2024, to $7,433,310 as of September 30, 2025, representing a decline of approximately 41.5%[13]. - Total liabilities decreased slightly from $7,408,984 as of December 31, 2024, to $7,045,206 as of September 30, 2025, a reduction of about 4.9%[13]. - Cash and cash equivalents decreased significantly from $12,211,321 as of December 31, 2024, to $6,118,710 as of September 30, 2025, a decline of approximately 50.1%[13]. - The company's total assets decreased to $10,518,892 as of September 30, 2025, from $14,864,489 at December 31, 2024, reflecting a decline of approximately 29%[13]. - The total current liabilities increased to $5,882,285 as of September 30, 2025, compared to $4,972,105 at December 31, 2024, reflecting an increase of approximately 18%[13]. Research and Development - Research and development expenses for the three months ended September 30, 2025, increased to $2,848,544, up 99.2% from $1,428,504 in the same period of 2024[15]. - Research and development expenses for the nine months ended September 30, 2025, were $7,772,109, up from $5,116,582 in the same period of 2024, indicating a year-over-year increase of about 52%[15]. - The company is developing two proprietary stimulant medications, CTx-1301 and CTx-1302, for the treatment of ADHD[22]. - The company is also developing CTx-2103, a product aimed at treating anxiety, which is currently in the formulation stage[22]. Stock and Financing - The weighted average number of shares used in computing net loss per share increased from 1,766,362 in Q3 2024 to 5,431,206 in Q3 2025, indicating a significant dilution effect[15]. - The balance of common stock increased to 5,977,358 shares by September 30, 2025, from 3,826,199 shares at the end of March 2025[18]. - The company raised $7,565,637 from the issuance of common stock and pre-funded common stock purchase warrants, net of fees, during the nine months ended September 30, 2025[20]. - The Company has authorized 240,000,000 shares of common stock, with 5,977,358 shares issued and outstanding as of September 30, 2025[50]. - The Company sold 82,048 shares of common stock under the At-the-Market Agreement during the three months ended September 30, 2025, generating net proceeds of $412,996[56]. Cash Flow and Funding - The company reported a net cash used in operating activities of $13,647,893 for the nine months ended September 30, 2025[20]. - The company reported a net cash provided by financing activities of $7,561,207 for the nine months ended September 30, 2025[20]. - The company has incurred losses and negative cash flows from operations since inception, indicating a need for additional funding for operations and development[24]. - The company is evaluating various strategies to obtain additional funding, which may include equity offerings, debt issuance, or collaborations with other companies[24]. - The consolidated financial statements have been prepared on a going concern basis, reflecting substantial doubt about the company's ability to continue operations within one year[24]. Accounting and Valuation - The accumulated deficit increased from $109,925,120 as of December 31, 2024, to $126,102,121 as of September 30, 2025, reflecting a growth in losses of approximately 14.7%[13]. - The valuation allowance for deferred tax assets totaled $20,898,141 as of September 30, 2025, compared to $17,405,569 at December 31, 2024, indicating an increase of about 20%[12]. - The company recorded a change in fair value of derivatives amounting to $1,016,682 for the nine months ended September 30, 2025[20]. - The company has not recognized any impairment losses during the nine-month periods ended September 30, 2025 or 2024[28]. - The company has not identified any material uncertain tax positions requiring recognition in the consolidated financial statements as of September 30, 2025[74].

Financial Performance - Total revenues for the three months ended September 30, 2025, were $3.6 million, a decrease of 67.8% compared to $11.3 million in the same period of 2024, primarily due to the deconsolidation of certain funds and a decline in asset management revenues[278]. - Asset management revenues decreased by 46.6% to $3.5 million in Q3 2025 from $6.5 million in Q3 2024, driven by reduced development and construction revenues[278]. - Total expenses for the three months ended September 30, 2025, were $5.5 million, down 47.3% from $10.4 million in Q3 2024, mainly due to lower operating costs related to payroll and bonuses[279]. - The net loss for the three months ended September 30, 2025, was $4.7 million, compared to a net income of $1 in the same period of 2024, reflecting a significant decline of 471,400%[278]. - For the nine months ended September 30, 2025, total revenues decreased by 62.4% to $15.97 million from $42.43 million in 2024, primarily due to the deconsolidation of certain funds[291]. - Asset management revenues for the nine months ended September 30, 2025, were $10.43 million, down 19.3% from $12.93 million in 2024[291]. - The net loss attributable to CaliberCos Inc. for the nine months ended September 30, 2025, was $14.08 million, a 67.8% increase from a net loss of $8.39 million in 2024[291]. - Performance allocations for the nine months ended September 30, 2025, decreased by 93.0% to $25, down from $357 in 2024[291]. Asset Management and Development - The company has over $2.7 billion in managed assets, including $0.8 billion in assets under management (AUM) and $1.9 billion in assets under development (AUD) as of September 30, 2025[244]. - The company is actively developing 1,776 multifamily units, 697 single-family units, and 3.7 million square feet of commercial and industrial space, with total estimated costs of $1.9 billion[255]. - The company estimates it could earn up to $90.5 million in performance allocations if all AUD projects are completed successfully[263]. - The company aims to expand its role as a diversified alternative asset manager by investing in both real and digital assets[250]. - The company identified undervalued assets as part of its acquisition strategy, focusing on repositioning these assets to enhance net operating income and overall value[308]. - The total cost for project construction is estimated at $1.9 billion, expected to be funded through various sources including undeployed fund cash and secured debt financing[321]. Revenue Recognition and Fees - Fund management fees decreased by 22.2% to $2.8 million in Q3 2025 from $3.6 million in Q3 2024, attributed to no new funds being set up during the period[284]. - Development and construction fees fell by 86.2% to $0.4 million in Q3 2025 from $3.1 million in Q3 2024, due to fewer pre-construction milestones completed[285]. - Performance allocations typically range from 15.0% to 35.0% of cash distributions from operating cash flow and asset sales, with preferred returns ranging from 6.0% to 12.0%[362]. - Development fee revenue is recognized at a point in time prior to construction and over time during the construction period, generally based on 4.0% of total expected costs[360]. - Fund management fees are generally based on 1.0% to 1.5% of unreturned capital contributions, with specific fees for the Caliber Hospitality Trust set at 0.7% of its enterprise value[358]. Digital Assets and Blockchain - The company plans to stake a portion of its Chainlink (LINK) holdings, potentially earning an annualized yield of 3% to 9%[248]. - The company is evaluating participation in Chainlink validator nodes to maintain network consensus and facilitate data integrity[249]. - The company intends to utilize blockchain technology to tokenize real-world assets, enhancing liquidity and investor accessibility[251]. - The company adopted ASU 2023-08 for accounting and disclosure of crypto assets effective September 9, 2025, following its initial purchase of Chainlink tokens[363]. - Unrealized loss on digital assets for Q3 2025 was $0.7 million, with no comparable activity in Q3 2024[280]. Market Conditions and Economic Factors - The Federal Reserve increased the federal funds rate by 525 basis points from January 1, 2022, to September 18, 2024, impacting market conditions and investment opportunities[271]. - The enactment of the One Big Beautiful Bill Act on July 4, 2025, extends the Qualified Opportunity Zone program indefinitely, potentially influencing real estate investment strategies[272]. Cash Flow and Financing Activities - Cash flows from operating activities for the nine months ended September 30, 2025, showed a net cash outflow of $7,523 million, compared to an outflow of $199 million in the same period of 2024[347]. - The company plans to raise $20 million through preferred stock series AA financing and has successfully refinanced $4.8 million of 12-month term notes into a new 36-month term corporate note program[346]. - Net cash flows provided by financing activities increased during the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to an increase in net proceeds from the issuance of preferred stock and common stock, along with a decrease of $2.4 million in net repayments on notes payable[350]. Internal Controls and Legal Proceedings - As of September 30, 2025, the company evaluated its disclosure controls and procedures and determined they were effective at a reasonable assurance level[386]. - There were no changes in the internal control over financial reporting during the three months ended September 30, 2025, that materially affected the internal control[387]. - The company is involved in various claims and legal proceedings but does not expect any material effect on its business or financial condition[389].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or For the transition period from to Commission File Number: 001-42583 Sizzle Acquisition Corp. II ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Former name, former address and former fiscal year, if changed since last report) Securi ...

Financial Performance - Gross revenue for Q3 2025 reached CAD 2,140.5 million, a 10.9% increase from CAD 1,929.4 million in Q3 2024[2] - Net income for the period was CAD 150.0 million, up 45.4% from CAD 103.2 million in Q3 2024[3] - The company reported a project margin of CAD 927.9 million for Q3 2025, a 12.1% increase from CAD 828.1 million in Q3 2024[2] - Earnings per share for Q3 2025 were CAD 1.32, up from CAD 0.90 in Q3 2024, marking a 46.7% increase[2] - For the quarter ended September 30, 2025, total net revenue was $1,705.4 million, an increase from $1,524.8 million in the same quarter of 2024, representing a growth of 11.8%[77] - The total net revenue for the three quarters ended September 30, 2025, was $4,855.1 million, compared to $4,388.2 million in the same period of 2024, reflecting an increase of 10.7%[77] - The Company recorded total other income of $(15.7) million for the three quarters ended September 30, 2025, compared to $(6.9) million in the same period of 2024, indicating a decline in other income[70] Assets and Equity - Total assets increased to CAD 8,120.3 million as of September 30, 2025, compared to CAD 6,956.1 million at the end of 2024, reflecting a growth of 16.7%[1] - Total shareholders' equity rose to CAD 3,229.8 million, an increase of 9.6% from CAD 2,945.1 million at the end of 2024[1] - Non-current assets totaled $4,725.1 million as of September 30, 2025, an increase from $3,912.8 million in 2024, representing a growth of approximately 20.7%[79] Cash Flow and Dividends - Net cash flows from operating activities for the three quarters ended September 30, 2025, were CAD 550.6 million, compared to CAD 296.3 million for the same period in 2024, representing an 85.6% increase[5] - The company declared dividends totaling CAD 77.1 million for the three quarters ended September 30, 2025[4] - The company issued dividends totaling $25.7 million for the payment date of July 15, 2025, with a dividend per share of $0.225[43] - A dividend of $0.225 per share was declared on November 13, 2025, payable on January 15, 2026, to shareholders of record on December 31, 2025[83] Acquisitions and Investments - The company acquired Ryan Hanley for CAD 712.5 million, which included cash consideration of CAD 449.3 million and notes payable of CAD 263.2 million, enhancing its Water operations[16][18] - Stantec also acquired Page Southerland Page for CAD 492.8 million, with a gross revenue contribution of CAD 99.9 million since the acquisition date[18][21] - The company's net cash paid for acquisitions in 2025 totaled CAD 453.9 million, indicating significant investment in growth through strategic acquisitions[18] Debt and Interest - The company's long-term debt increased to CAD 1,971.6 million as of September 30, 2025, compared to CAD 1,383.5 million at December 31, 2024, reflecting a growth of approximately 42.5%[28] - The average interest rate for the company's credit facilities decreased to 4.29% as of September 30, 2025, down from 4.86% at December 31, 2024[32] - The net interest expense for the quarter ended September 30, 2025, was $28.5 million, up from $26.9 million in the same quarter of 2024, indicating a rise of 5.9%[68] - The Company’s total net interest expense and other net finance expense for the three quarters ended September 30, 2025, was $71.1 million, down from $78.5 million in the same period of 2024, a decrease of 9.0%[68] Revenue by Segment - The gross revenue from external customers for the United States segment was $1,177.1 million for the quarter ended September 30, 2025, compared to $1,034.3 million in the same quarter of 2024, marking an increase of 13.8%[77] - The Infrastructure segment generated $537.7 million in revenue for the quarter ended September 30, 2025, slightly up from $532.4 million in 2024[81] - Water services revenue increased to $450.4 million in the quarter ended September 30, 2025, compared to $397.0 million in the same quarter of 2024, a growth of about 13.4%[81] - The Buildings segment reported revenue of $551.8 million for the quarter ended September 30, 2025, up from $423.2 million in 2024, representing a significant increase of approximately 30.4%[81] - Environmental Services revenue was $403.1 million for the quarter ended September 30, 2025, compared to $395.3 million in 2024, showing a modest increase of about 2.0%[81] Other Financial Metrics - Cash and cash equivalents at the end of Q3 2025 were CAD 361.5 million, compared to CAD 262.5 million at the end of Q3 2024, indicating a 37.6% increase[5] - Other comprehensive income for Q3 2025 was CAD 62.4 million, significantly higher than CAD 10.7 million in Q3 2024[3] - The company recognized a net share-based compensation expense of $31.9 million for the first three quarters of 2025, compared to $30.1 million for the same period in 2024[45] - The fair value of investments held for self-insured liabilities increased to $214.8 million as of September 30, 2025, from $195.7 million at December 31, 2024[52] - The company's maximum credit risk exposure was $2,997.0 million as of September 30, 2025, up from $2,702.7 million at December 31, 2024[57] - The company has unused capacity of $1,154.5 million in its credit facilities as of September 30, 2025, compared to $563.2 million at December 31, 2024[63] - The days of revenue in trade receivables improved to 51 days as of September 30, 2025, down from 61 days at December 31, 2024[60] - Trade receivables, net of expected credit losses, were CAD 1,198.1 million as of September 30, 2025, compared to CAD 1,282.4 million at December 31, 2024, reflecting a decrease of approximately 6.6%[23] - Stantec Inc. reported total trade and other receivables of CAD 1,245.5 million as of September 30, 2025, down from CAD 1,323.8 million at December 31, 2024, representing a decrease of approximately 5.9%[23] - The company is continuously evaluating its real estate lease portfolio for subleasing opportunities, indicating a proactive approach to asset management[24] - The company has $300 million of notes maturing on October 8, 2027, with a fixed interest rate of 2.048% per annum, and $250 million maturing on June 27, 2030, at 5.393% per annum[38] - As of September 30, 2025, the company reported total provisions of $240.7 million, with a long-term portion of $175.2 million[39] - The company recorded a net impairment reversal of CAD 1.7 million in lease assets during the first three quarters of 2025, compared to a net impairment loss of CAD 30.6 million in the same period of 2024[24] - Total identifiable net assets at fair value from acquisitions amounted to CAD 199.3 million, with goodwill arising on acquisitions totaling CAD 571.8 million[18][20] - During the first three quarters of 2025, the Company recorded foreign exchange differences on translation of foreign operations amounting to $28.1 million[66]

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited - expressed in thousands of Canadian dollars) | | Note | | September 30, 2025 | | December 31, 2024 | | --- | --- | --- | --- | --- | --- | | ASSETS | | | | | | | Current | | | | | | | Cash and cash equivalents | | $ | 108,216 | $ | 96,941 | | Marketable securities | 5 | | 44,797 | | 949 | | Receivables | | | 9,605 | | 2,351 | | Other | | | 987 | | 698 | | | | | 163,605 | | 100,939 | | Prepaid expenses and deposits | 4 | | 20,424 | | ...