Market and Economic Risks - The company faces risks related to demand for commodities, such as natural gas and minerals, which could impact financial performance[50]. - The company’s operations are subject to economic regulation and potential adverse regulatory decisions, which could impact financial outcomes[50]. - Economic conditions and political risks, including geopolitical tensions, could adversely affect demand for services and overall profitability[230]. - Inflationary pressures may lead to increased costs and interest rates, impacting economic growth and financial results for the company[235]. - Changes in U.S. laws and trade policies, including potential tariffs, could materially affect the company's operations and financial condition[236]. - The company is subject to risks from political uncertainties in various jurisdictions, which may disrupt operations and financial performance[233]. - A slowdown in financial markets could lead to reduced demand for services and impact revenue, profits, and cash flow[232]. - The company’s regulated distribution business in the U.K. may see reduced connection revenues due to economic downturns and lower housing starts[232]. - The company faces risks from rising inflation, which could impact investment opportunities and financing conditions[235]. Acquisition and Growth Risks - The company is dependent on Brookfield for acquisition opportunities, which may involve risks such as integration challenges and potential legal expenses[62]. - The company operates in a highly competitive market for acquisitions, facing competition from larger entities with greater resources[64]. - The company may acquire distressed companies, which could lead to increased risks and potential financial losses[68]. - The company’s growth strategy includes organic growth opportunities through the development and expansion of infrastructure, which carries construction and approval risks[72]. - Brookfield has no obligation to source acquisition opportunities, which may limit the company's growth potential in infrastructure investments[119]. Financial Performance and Distribution Risks - The company anticipates generating significant net proceeds from asset sales in the next 12 to 18 months, although completion timelines are uncertain[67]. - The company’s financial performance is linked to the successful management of its infrastructure assets and the ability to maintain customer contracts[71]. - The company’s ability to continue paying comparable or growing cash distributions to unitholders is subject to various operational and market risks[66]. - The partnership relies on distributions from the Holding LP and its entities to meet financial obligations, with legal restrictions potentially limiting their ability to pay dividends[155]. - Historical distribution increases have occurred for sixteen consecutive years, but future distributions are not guaranteed and are subject to board review[158]. - The partnership's cash available for distribution may be reduced by local taxes imposed on its underlying operations, affecting the post-tax return to unitholders[181]. Operational and Regulatory Risks - The company has a significant amount of committed backlog but cannot assure timely or budget-compliant completion of capital projects[74]. - Future capital expenditures for infrastructure operations are expected to be substantial, impacting the ability to serve existing customers and accommodate increased volumes[75]. - Certain maintenance capital expenditures may not be recoverable through the regulatory framework, exposing the company to financial risks[77]. - The company faces risks related to environmental damage and increasing environmental legislation, which could adversely affect financial performance[78][79]. - Climate change may lead to more frequent and severe weather disruptions, impacting business operations and customer demand[83]. - Supply chain disruptions could inhibit the ability to maintain existing facilities and complete development projects on time and within budget[99][100]. Cybersecurity and Technology Risks - The reliance on technology exposes the company to potential cybersecurity attacks, which could affect operations[102]. - The company faces ongoing cybersecurity threats that could lead to significant financial loss and reputational damage, with potential costs for remediation and regulatory actions[105][106][108]. - The company relies on third-party service providers for critical business functions, which increases the risk of operational disruptions due to potential cybersecurity threats or service failures[110]. - Data protection regulations, such as the European GDPR, impose stringent compliance requirements that could adversely affect the company's operations and financial position[111]. - The company faces risks from alternative and emerging technologies, including artificial intelligence, which could impair its competitive advantage and demand for its businesses and assets[238]. Dependency and Customer Risks - A single customer accounted for a majority of the contractual and regulated revenues of the Brazilian regulated gas transmission operation in 2025, indicating a high dependency on this customer for cash flow[112]. - The company has structured contracts to minimize volume risk, but there is no guarantee that these arrangements will be fully effective in the event of customer defaults[113]. - Future revenues are subject to re-contracting risks, with uncertainty regarding the ability to negotiate favorable terms upon contract expiration[115]. - The company’s revenue collection systems are critical, and any failure in these systems could materially impact financial performance[116]. Governance and Conflict of Interest Risks - The General Partner has a duty to act in good faith and in the interests of the limited partnership, with certain fiduciary duties modified by the Limited Partnership Agreement[130]. - The base management fee is set at 0.3125% quarterly (1.25% annually) of the market value of the group, which may incentivize actions that prioritize short-term market value over long-term interests[135]. - Brookfield Holders have an effective economic interest of approximately 26.5% in the partnership on a fully-exchanged basis, potentially influencing distribution decisions[137]. - The Limited Partnership Agreement allows for conflicts of interest to be resolved without limitations on the discretion of independent directors, which may not align with the best interests of unitholders[131]. - The partnership's arrangements with Brookfield may contain terms less favorable than those that could have been negotiated with unrelated parties, impacting fiduciary duties and compensation[146]. - The partnership may face adverse impacts from competition with Walled-Off Businesses for investment opportunities, potentially affecting investment pricing[139]. - Breaches of information barriers could lead to regulatory investigations and negatively impact the partnership's investment activities and reputation[145]. - The General Partner has sole authority over distribution decisions, which may create incentives for actions that benefit Brookfield at the expense of unitholders[137]. - The partnership's organizational structure may create significant conflicts of interest that are not in the best interests of unitholders[134]. - Modifications to fiduciary duties may restrict remedies available for breaches, potentially harming unitholders' interests[132]. Debt and Financial Structure Risks - Brookfield Infrastructure's total exposure to debt is significant, with some credit facilities fully drawn and others undrawn, indicating potential for increased leverage in the future[150]. - Highly leveraged assets are more sensitive to revenue declines and increased expenses, which could lead to greater risks of loss compared to companies with less debt[151]. - Credit facilities contain covenants that may restrict activities and distributions, with potential immediate repayment requirements if covenants are not met[153]. - The partnership is structured to avoid being classified as an investment company, which could impose operational restrictions and adversely affect unit value[159]. - Effective internal controls are critical; failures could result in material weaknesses, affecting investor confidence and unit prices[165]. Taxation Risks - The partnership's ability to maintain its status as a "qualified investment" under the Tax Act is uncertain, which could affect unitholders' tax implications[223]. - The partnership may face transfer pricing risks that could lead to increased tax liabilities, reducing returns to investors[185]. - The IRS or CRA may challenge the partnership's tax assumptions, potentially affecting tax benefits available to unitholders[190]. - If treated as a corporation for U.S. federal income tax purposes, the value of the partnership's units could be adversely affected[191]. - U.S. backup withholding tax may apply if unitholders fail to comply with tax reporting rules, impacting all unitholders on a pro rata basis[193]. - Tax-exempt organizations may incur adverse U.S. tax consequences from owning units due to potential unrelated business taxable income (UBTI)[194]. - Non-U.S. persons may face adverse U.S. tax consequences if the partnership is deemed engaged in a U.S. trade or business[195]. - The partnership may invest through entities treated as corporations for U.S. tax purposes, which could subject income to corporate income tax[197]. - U.S. Holders may face adverse tax consequences from owning an indirect interest in a passive foreign investment company (PFIC)[198]. - Upon sale of units, U.S. Holders may recognize gain or loss that could differ from expectations due to prior distributions affecting tax basis[199]. - The partnership's tax information delivery may be delayed, potentially requiring unitholders to request extensions for tax returns[202]. - Under the Foreign Account Tax Compliance Act (FATCA), certain payments made to the partnership may be subject to a 30% federal withholding tax unless specific requirements are met[205]. - Non-Resident Subsidiaries controlled by the Holding LP may generate foreign accrual property income (FAPI), which unitholders must include in their income for Canadian federal tax purposes, regardless of cash distribution[209]. - Unitholders may be required to include imputed amounts in their income for Canadian federal tax purposes under section 94.1 of the Tax Act[210]. - Foreign tax credits for Canadian federal income tax purposes may be limited if the Foreign Tax Credit Generator Rules apply to foreign taxes paid by the partnership or the Holding LP[211]. - Non-Canadian limited partners may be subject to Canadian federal income tax on capital gains realized by the partnership or the Holding LP on dispositions of taxable Canadian property[216]. - Non-Canadian limited partners may need to file a Canadian federal income tax return for capital gains realized on the disposition of units if they are considered taxable Canadian property[218]. - Payments of dividends or interest by Canadian residents to the Holding LP will be subject to a 25% Canadian federal withholding tax unless reduced rates apply under an applicable tax treaty[220]. - The Holding Entities will withhold Canadian federal withholding tax at a rate of 25% on payments made to the Holding LP, affecting unitholders' tax liabilities[222]. - The partnership may be classified as a "SIFT partnership," which could lead to income tax at the partnership level similar to a corporation, impacting unitholders' tax consequences[226].

Production and Sales - In 2025, total production included 94,476 ounces of gold and 1,833,226 ounces of silver, resulting in 115,687 gold equivalent ounces[26] - Revenue from gold and silver sales totaled $116.7 million from the Gold Bar Mine Complex, $76.0 million from the Fox Complex, $4.8 million from the El Gallo mine, and $225.2 million from the San José mine on a 49% basis[28] - Revenues from gold and silver sales totaled $197.6 million for the full year ended December 31, 2025, with a 10% change in prices impacting revenues by approximately $19.8 million[466] Reserves and Resources - Attributable estimated proven and probable gold reserves were 0.3 million ounces at the Gold Bar mine and the San José mine, with 5.2 million ounces of silver reserves at the San José mine and 4.7 billion pounds of copper reserves at Los Azules as of December 31, 2025[34] - As of December 31, 2025, the total proven and probable gold reserves are 9,476 kt with an average grade of 0.61 g/t, yielding 268.0 koz[39] - The San José mine holds proven reserves of 494 kt at 3.72 g/t (59.1 koz) and probable reserves of 358 kt at 3.69 g/t (42.5 koz), totaling 852 kt at 3.71 g/t (101.6 koz) for gold[39] - Silver reserves at the San José mine are 494 kt at 199.00 g/t (3.2 Moz) proven and 358 kt at 175.00 g/t (2.0 Moz) probable, totaling 852 kt at 189.00 g/t (5.2 Moz)[39] - The Los Azules project has proven copper reserves of 106,434 kt at 0.683% (1,603 Mlbs) and probable reserves of 367,239 kt at 0.386% (3,127 Mlbs), totaling 473,673 kt at 0.453% (4,730 Mlbs)[39] - The estimated measured and indicated mineral resources as of December 31, 2025, include 3.93 million ounces of gold, 35.1 million ounces of silver, and 1.1 million tonnes (2.52 billion pounds) of copper[55] - The inferred mineral resources as of December 31, 2025, are 3.86 million ounces of gold, 79.1 million ounces of silver, and 4.2 million tonnes (9.3 billion pounds) of copper[55] Production Timeline and Projects - The Gold Bar mine poured its first gold ingot on February 16, 2019, and achieved commercial production on May 23, 2019[19] - The Froome mine reached commercial production on September 19, 2021, with the Stock Property expected to begin production by mid-2026[18] - The El Gallo project is projected to begin production by mid-2027, with an average annual output of approximately 20,000 GEOs once commercial production is achieved[20] - The company plans to begin mill construction at El Gallo in H1 2026 as part of its heap leach material reprocessing project[20] Financial and Market Conditions - The average daily London P.M. Fix price for gold in 2025 was $3,431 per ounce, with a high of $4,449 and a low of $2,633[29] - The average daily London Fix price for silver in 2025 was $39.99 per ounce, with a high of $74.84 and a low of $29.41[29] - The mineral reserves estimate for 2025 is based on a gold price of $2,750/oz and a silver price of $31/oz, reflecting conservative market forecasts[50] - The estimated gold price used for mineral resources is $3,000/oz based on trailing averages and long-term forecasts[81] Employee and Operational Information - As of December 31, 2025, the company had 486 employees in the U.S., Canada, and Mexico, with an additional 1,495 employees in Argentina[108] - The company holds a 49.0% interest in the San José mine and a 46.3% interest in McEwen Copper, which limits its control over day-to-day operations[453] Currency and Economic Factors - The Argentine peso has devalued against the U.S. dollar by 30% in 2025, following devaluations of 37% in 2024 and 73% in 2023[455] - The Mexican peso appreciated by 12% against the U.S. dollar in 2025, compared to a depreciation of 15% in 2024[456] - The company is exposed to foreign currency risk due to holding cash balances in Argentine pesos, which may lead to material foreign exchange losses[462] Risk Management and Financial Instruments - The company does not use derivative financial instruments to manage market risks, including commodity price fluctuations and foreign currency exchange rates[452] - The company does not hedge its sales, making it subject to all changes in commodity prices[467] - There is no significant credit exposure associated with precious metals and doré sales agreements as of December 31, 2025[468] Reclamation and Surety Bonds - As of December 31, 2025, the company accrued $45.9 million for reclamation costs related to currently developed and producing properties[99] - Surety bonds of $48.2 million are in place to cover projected reclamation costs, with an annual fee of 2.4% and an average deposit requirement of 7.2%[469]

Financial Performance and Cost Savings - In 2025, Xerox achieved cumulative run-rate gross cost savings of over $500 million, including integration savings[27]. - The Lexmark Acquisition is expected to generate more than $300 million in run-rate synergies by the end of 2027[33]. - The company reported increased costs in 2025 due to compliance with U.S. tariff-related regulations, partially offset by pricing actions and supply chain optimization initiatives[74]. Revenue and Market Presence - Approximately 43% of Xerox's revenue is generated from customers outside the U.S.[47]. - The integration of ITsavvy has expanded Xerox's Total Addressable Market (TAM) for its offerings[27]. - Xerox's IT Solutions business provides infrastructure solutions to clients of all sizes in the U.S., Canada, and Western Europe, focusing on a client-centric approach[76]. Strategic Initiatives and Goals - The company aims to enhance revenue and improve profitability through the implementation of specific initiatives in 2026[32]. - Xerox's strategic priorities for 2026 include executing Reinvention and realizing the benefits of recent acquisitions[31]. - Xerox's net zero goal is set for 2040, with interim targets aligned with science-based global warming guidelines validated by the Science Based Targets initiative (SBTi)[54]. Workforce and Diversity - As of December 31, 2025, Xerox had approximately 22,900 employees, an increase of 6,100 or 36.3% from the previous year, primarily due to the Lexmark Acquisition[56]. - The company reported that approximately 30% of its employees were women and 30% of U.S. employees self-identified as diverse as of December 31, 2025[58]. Intellectual Property and Innovation - Xerox was awarded 163 U.S. utility and design patents in 2025, bringing its total to 4,153 patents[48]. - The company has 159 trademarks in the U.S. as of December 31, 2025, which are subject to periodic renewal requirements[51]. Manufacturing and Supply Chain - The company operates a global manufacturing network with key sites in Webster, New York, and Juarez, Mexico, enhancing scale and geographic diversity[86]. - The company supplements internal manufacturing with a diversified network of third-party sourcing and contract manufacturing partners, with Fujifilm Business Innovation Corp. as the largest strategic sourcing partner[87]. Financial Assets and Debt Management - As of December 31, 2025, the company had approximately $1.4 billion in finance receivables and $299 million in equipment on operating leases, totaling finance assets of approximately $1.7 billion[84]. - The company maintains a leverage ratio of 7:1 of debt to equity compared to its finance assets, resulting in approximately $1.5 billion of its total $4.2 billion debt allocated to its financing business[84]. - The consolidated average interest rate associated with the company's total debt for 2025 was approximately 7.7%, compared to 6.5% in 2024 and 6.0% in 2023[497]. Currency and Foreign Investments - A 10% appreciation or depreciation of the U.S. Dollar against all currencies would impact the cumulative translation adjustment portion of equity by approximately $266 million[496]. - The net amount invested in foreign subsidiaries and affiliates was approximately $2.7 billion at December 31, 2025[496]. Seasonal Trends - The company’s revenues and operating results are subject to seasonality, with historically lower revenues in the first and third quarters for the Print and Other segment[90].

Financial Position - As of December 31, 2025, total assets were $1.96 billion, total loans were $1.61 billion, total deposits were $1.70 billion, and total shareholders' equity was $251.0 million[160]. - Total assets increased by $223.8 million, or 12.9%, to $1.96 billion as of December 31, 2025, compared to $1.74 billion in 2024[184]. - Gross loans reached $1.61 billion as of December 31, 2025, up from $1.40 billion in 2024, representing an increase of $211.1 million or 15.1%[185]. - Total deposits increased to $1.70 billion as of December 31, 2025, compared to $1.52 billion in 2024, representing a growth of approximately 12.3%[210]. - As of December 31, 2025, total outstanding loan balances reached $1.61 billion, an increase from $1.40 billion in 2024, reflecting a growth of approximately 15%[206]. Loan Performance - Total loans increased by $209.0 million, or 15.0%, and total deposits increased by $185.4 million, or 12.2%, compared to December 31, 2024[162]. - The construction & development loan category increased to $224.6 million, representing 14.0% of total loans as of December 31, 2025, compared to 12.0% in 2024[185]. - The commercial real estate loan category accounted for 58.3% of total loans in 2025, consistent with 57.2% in 2024[185]. - The agricultural loan category increased to $90.9 million, representing 5.7% of total loans as of December 31, 2025, compared to 5.6% in 2024[185]. - The total commercial real estate loans reached $938,285 thousand as of December 31, 2025, reflecting a significant portion of the gross loans[187]. Income and Expenses - Income before taxes decreased by $3.6 million, or 6.0%, to $56.8 million for the year ended December 31, 2025, compared to $60.4 million for the same period in 2024[162]. - Net interest income for the year ended December 31, 2025, was $87.9 million, compared to $86.2 million for 2024, reflecting a net interest margin of 4.94%[166][173]. - Total noninterest income decreased by $2.75 million, or 24.44%, to $8.5 million, primarily due to a decline in other noninterest income related to oil and gas assets[181]. - Noninterest expense for the year ended December 31, 2025, was $38.9 million, an increase of $1.8 million or 4.9% compared to $37.1 million in 2024[182]. - Salaries and employee benefits expense rose to $22.6 million in 2025, an increase of $1.9 million or 8.9% from $20.8 million in 2024[182]. Credit Losses and Allowance - The provision for credit losses for the year ended December 31, 2025, was $700,000, an increase of 100% compared to a $0 provision for the year ended December 31, 2024[164]. - The allowance for credit losses was $19.4 million as of December 31, 2025, compared to $17.9 million in 2024[185]. - The total recoveries in 2025 were $989 thousand, compared to $502 thousand in 2024[191]. - The total charge-offs for 2025 were $200 thousand, a decrease from $2,275 thousand in 2024[191]. - The net recoveries (charge-offs) to average loans ratio was 0.05% for 2025, improving from -0.13% in 2024 and -1.25% in 2023[191]. Interest Rates and Margins - Yields on interest-earning assets decreased to 7.24%, a decline of 55 basis points from the previous year, primarily due to lower loan yields[168]. - The Federal Reserve's actions led to a peak federal funds target rate of 5.25% to 5.50% by December 31, 2023, with subsequent reductions impacting net interest margins[161]. - Net interest margin improved to 5.11% for 2024, up from 4.97% in 2023[175]. - The weighted average yield of the debt securities portfolio was 1.72% as of December 31, 2025[176]. - The average balance of interest-bearing transaction deposits increased to $941.2 million in 2025, with a weighted average rate of 3.16%[211]. Regulatory and Capital Requirements - The company is subject to regulatory capital requirements, including maintaining a Common Equity Tier 1 capital buffer of 2.5% of risk-weighted assets to avoid limits on capital distributions[218]. - As of December 31, 2025, total shareholders' equity increased to $251.0 million, up from $213.2 million in 2024 and $170.3 million in 2023, driven by retained capital from net income[223]. - The Bank's total capital to risk-weighted assets ratio was 15.25% as of December 31, 2025, exceeding the minimum requirement of 10.50%[222]. - The Company reported a Tier 1 capital to risk-weighted assets ratio of 14.09% as of December 31, 2025, above the required minimum of 8.50%[222]. - The Company reported a CET 1 capital to risk-weighted assets ratio of 14.09% as of December 31, 2025, exceeding the minimum requirement of 7.00%[222]. Risk Management - The Company has established a measurement system for monitoring net interest rate sensitivity, managing exposure to interest rates within established guidelines[233]. - The ALCO Committee manages interest rate risk by formulating strategies based on earnings and capital impact, considering various economic factors[236]. - Interest rate risk simulation models are used to assess the sensitivity of net interest income and fair value of equity, incorporating contractual maturities and re-pricing opportunities[237]. - Under the internal policy, estimated net interest income at risk for a -200 basis point shift should not decline by more than 20%[239]. - The model indicates that actual results may differ from simulations due to the timing and magnitude of interest rate changes[240].

Financial Performance - For the three months ended January 31, 2026, the company's net income was $5,910,000, or $0.63 per share, representing a 14.5% increase from $5,163,000, or $0.55 per share, for the same period in 2025[150]. - For the nine months ended January 31, 2026, the company's net income was $18,052,000, or $1.92 per share, which is 7.9% higher than $16,735,000, or $1.78 per share, for the same period in 2025[149]. - The company's income before income taxes for the three months ended January 31, 2026, was $7,943,000, an increase of 11.3% from $7,136,000 in 2025[148]. - EAM's net income for the nine months ended January 31, 2026, was $3,648,000, an increase from $3,384,000 in the same period of the previous year[164]. Operational Income - The company's income from operations for the three months ended January 31, 2026, was $1,004,000, a decrease of 35.8% compared to $1,564,000 for the same period in 2025[150]. - The company's income from operations for the nine months ended January 31, 2026, was $4,012,000, down 22.2% from $5,155,000 for the same period in 2025[149]. Revenue and Expenses - Non-voting revenues and non-voting profits interests from EAM Trust for the three months ended January 31, 2026, were $4,761,000, a decrease of 3.0% from $4,910,000 in 2025[148]. - The company's total operating expenses for the three months ended January 31, 2026, were $7,272,000, a slight decrease of 1.8% from $7,403,000 in 2025[148]. - Total operating revenues for the nine months ended January 31, 2026, were $25,438,000, a decrease of 4.7% compared to $26,692,000 in the prior fiscal year[156]. - Total expenses for the nine months ended January 31, 2026, were $21,426,000, slightly below the $21,537,000 reported in the prior fiscal year[168]. Investment Gains - Investment gains for the three months ended January 31, 2026, were $2,178,000, an increase of 229.0% compared to $662,000 in 2025[148]. - Total investment gains increased by 51.2% to $5,379,000 for the nine months ended January 31, 2026, primarily from unrealized gains on equity securities[174]. Cash Flow - Cash inflows from operating activities decreased to $13,801,000 for the nine months ended January 31, 2026, down from $14,703,000 in the prior year[181]. - Cash inflows from investing activities were $8,626,000 for the nine months ended January 31, 2026, compared to $16,475,000 in the same period of 2025[183]. - Cash outflows from financing activities increased to $10,041,000 for the nine months ended January 31, 2026, compared to $8,752,000 in the prior year[184]. Tax and Working Capital - The effective income tax rate rose to 26.10% for the nine months ended January 31, 2026, up from 25.60% in the previous year, due to increased state and local income taxes[176]. - Working capital increased to $65,716,000 as of January 31, 2026, compared to $56,230,000 as of April 30, 2025[179]. Shareholder Information - The average common shares outstanding during the nine months ended January 31, 2026, were 9,402,966, compared to 9,418,527 for the same period in 2025[151]. - The Company had 9,402,966 common shares outstanding as of January 31, 2026, a slight decrease from 9,418,527 shares a year earlier[185]. Asset Management - Total assets in the Value Line Funds managed by EAM were $4.20 billion as of January 31, 2026, a decrease of 15.6% from $4.97 billion a year earlier[161]. - The aggregate cost and fair value of fixed income securities classified as available-for-sale were $12,552,000 and $12,546,000, respectively, as of January 31, 2026[199]. - The aggregate cost of equity securities as of January 31, 2026, is $16,916,000, with a fair value of $25,541,000, representing a 51.1% increase in value[205]. Investment Strategy - The company's equity investment strategy focuses on acquiring a diverse range of equity securities, primarily through ETFs for dividend yield[204]. - The company maintains a policy to invest no more than 5% of the average daily trading volume in any single security to ensure liquidity[204]. - Management regularly monitors the maturity structure of debt securities to manage price risk associated with interest rate changes[201].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42659 ProCap Acquisition Corp (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | --- | | (State ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42659 ProCap Acquisition Corp (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | --- | | (State ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal years ended December 31, 2023, 2024 and 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31326 ELOXX PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 84-1368850 (State or Other Ju ...

Financial Position - As of December 31, 2025, Primis Financial Corp. had total assets of $4.0 billion, total loans held for investment of $3.3 billion, total deposits of $3.4 billion, and total stockholders' equity of $423 million[28]. - The Panacea Financial Division ended 2025 with $544 million in loans and $128 million in deposits, an increase from $434 million in loans and $92 million in deposits as of December 31, 2024[34]. - Primis Mortgage Company funded approximately $1.2 billion in loans in 2025, up from approximately $800 million in 2024[34]. - Deposits on the Bank's digital platform reached $992 million by the end of 2025, with an average balance of $48,000, and 82% of customers had been with the platform for over 2 years[34]. - The Bank increased deposits per branch (excluding digital platform deposits) to $100 million as of December 31, 2025, compared to $69 million as of December 31, 2021[34]. - As of December 31, 2025, the Company had over $1 billion in commitments with 125 customers in its warehouse lending business[63]. - The digital banking platform launched in 2022 had digital deposits totaling $1 billion as of December 31, 2025[65]. - As of December 31, 2025, Primis Financial Corp. had $1.2 billion in commercial real estate loans, representing 37% of its loan portfolio, with $42 million classified as nonperforming[153]. - The company reported $132 million in construction and land development loans, accounting for 4% of its loan portfolio, with no nonperforming loans in this category[154]. - The unsecured consumer loan portfolio stood at $183 million, approximately 6% of the total held for investment loan portfolio, with $90 million managed by a third party[155]. - Nonperforming assets totaled $87 million, or 3% of total loans and OREO, marking a 417% increase from $17 million, or 1%, as of December 31, 2024[164]. - Real estate lending constitutes $2.0 billion, or about 61% of the total loan portfolio, making the company vulnerable to declines in real estate values[162]. - As of December 31, 2025, 37% of the loan portfolio was secured by commercial real estate, with $639 million, or 19%, secured by single-family residential real estate[163]. Business Strategy and Growth - Primis aims to grow its business and improve profitability by focusing on maintaining a strong community bank presence, supplementing growth with high-return business lines, and enhancing digital offerings[33]. - The Bank's management team has been strengthened with new members bringing extensive expertise, enhancing its competitive advantage[34]. - Primis is positioned to pursue selective acquisition opportunities due to its strong capital position and experience in integrating financial institution acquisitions[41]. - The Company launched a Life Premium Financing division in Q4 2021, which was sold to EverBank on January 31, 2025[61]. - Primis expanded its V1BE service to cover the majority of its footprint, with plans to onboard its first bank customer in 2026[64]. - The company is pursuing a growth strategy but acknowledges the risks and expenses associated with managing growth effectively, including the need for infrastructure and personnel[196]. - The company may seek to supplement internal growth through acquisitions, but competition for suitable candidates is increasing, which could raise acquisition costs and reduce potential returns[197]. Regulatory Compliance and Capital Requirements - The Federal Reserve requires bank holding companies to maintain a Tier 1 risk-based capital ratio of at least 6.0% and a total risk-based capital ratio of at least 10.0% to be considered well-capitalized[110]. - As of December 31, 2025, both Primis and the Bank's regulatory capital ratios were above the applicable well-capitalized standards and met the capital conservation buffer[112]. - The capital conservation buffer requires an additional 2.5% CET1 above the minimum capital ratio requirements to absorb losses during economic stress[108]. - The leverage capital ratio, a minimum capital standard, requires a Tier 1 capital ratio of at least 4%[107]. - The SEC's clawback provisions require companies to recover excess incentive-based compensation based on financial reporting measures that are later restated[100]. - The Federal Reserve has policies that generally restrict insured banks from paying dividends if they are not in compliance with capital requirements[116]. - The Bank must submit annual audit reports prepared by independent auditors to federal and state regulators, effective January 1, 2026[144]. - Insured institutions with total assets of $1 billion or more must have independent audit committees consisting of outside directors only, with members experienced in banking or financial management[145]. Risk Factors - The company’s profitability is sensitive to local economic conditions, and any downturn could adversely affect borrowers' ability to repay loans[149]. - The company faces risks related to its reliance on third-party vendors for key business components, which could expose it to operational and financial risks[151]. - The company is exposed to credit loss risks, and if the allowance for credit losses is inadequate, earnings may decrease significantly[168]. - A significant portion of the consumer loan portfolio is exposed to credit risk due to a promotional zero-interest period, with $3 million in loans currently in this category[160]. - The company faces increasing risks related to ESG developments, including potential anti-ESG legislation that could impact lending operations[195]. - Economic conditions, including inflation and geopolitical tensions, could lead to increased credit losses and negatively impact demand for loans[182]. - A prolonged economic downturn could lead to increased non-performing assets and negatively impact the company's capital and financial condition[184]. - Changes in monetary policy and interest rates could significantly impact the company's net interest income and overall profitability[178]. - The company may be required to increase its allowance for credit losses based on regulatory reviews, which could adversely affect net income[169]. Operational and Technological Risks - Rapid technological changes in the financial services industry require the company to effectively implement new technology-driven products and services to remain competitive[200]. - Cybersecurity risks are significant, with potential consequences including financial loss, increased operational expenses, and damage to reputation[215]. - The company has incurred significant expenses to improve system reliability and security, but remains vulnerable to evolving cyber-attack methods[219]. - The launch of real-time payments networks may require the company to hold more liquidity reserves and could reduce product profitability due to increased fraud risks[214]. - The company relies on accurate information from customers and counterparties for credit decisions, with potential fraud increasing financial risk and unexpected loan losses[220]. Community Engagement and Employee Relations - The Company’s employees volunteered 225 hours in 2025, reflecting its commitment to community engagement[80]. - The company has recorded goodwill and net amortizable intangibles of approximately $93 million and $36 thousand, respectively, as of December 31, 2025, which are subject to impairment testing[209]. - Key personnel are crucial for maintaining customer relationships, and the loss of senior management could adversely affect business operations[221]. - Compensation practices are under regulatory oversight, and changes in these practices could impact the ability to attract and retain qualified employees[222]. Market Conditions and Stock Performance - Stock price volatility is influenced by general market conditions, which could affect liquidity and investor confidence[188]. - Deposit insurance premiums may increase due to FDIC rules, potentially leading to significantly higher costs for the company[225]. - Liquidity is essential for the company's operations, and reliance on retail and commercial deposits is expected to meet funding needs in the foreseeable future[226].

Financial Performance and Costs - The company was assessed $27.5 million in federal excise taxes related to optional passenger seat selection charges, following an IRS audit covering Q2 2018 to Q4 2020[174]. - Labor costs represent approximately 32%, 28%, and 28% of total operating costs for 2025, 2024, and 2023, respectively, with 81% of the workforce represented by labor unions as of December 31, 2025[186]. - Increased security measures post-9/11 have led to higher operating costs for airlines, which may not be passed on to consumers, adversely affecting financial results[177]. - The company has not recognized a loss contingency related to the excise tax assessment, believing a loss is not probable[174]. - Negative economic conditions, including inflation and labor shortages, could lead to decreased spending on air travel and increased labor costs, adversely affecting profitability[197]. - The company anticipates that compliance with the Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA) could significantly increase operating costs in the coming years[253]. - Aircraft fuel expenses represented approximately 22% of the company's operating expenses for the year ended December 31, 2025, and a hypothetical 10% increase in fuel prices would have raised costs by $100 million[575]. - The company had $358.6 million in outstanding variable-rate debt as of December 31, 2025, and a 100 basis point increase in interest rates would increase annual interest expense by $593.7 thousand[577]. - The company is subject to market risks, including fluctuations in commodity prices (specifically aircraft fuel) and interest rates, which could adversely affect its financial results[574]. Operational Challenges - The airline industry is sensitive to economic conditions, with adverse conditions potentially reducing demand for air travel, impacting revenues significantly[175]. - The company experienced operational disruptions due to adverse weather conditions and natural disasters, resulting in approximately 1,400 flight cancellations during 2017[181]. - The company is facing ongoing negotiations with labor unions, which may lead to increased labor costs and operational disruptions[186]. - The company has experienced operational disruptions in the past due to labor disputes, which could adversely affect business operations if similar situations arise in the future[195]. - The company is dependent on the FAA for air traffic control, which faces challenges that can lead to inefficiencies and delays, impacting operations[181]. - The company is currently engaged in ongoing negotiations with AMFA regarding a collective bargaining agreement for aircraft maintenance technicians, with mediation filed in October 2023[194]. - The company anticipates that scheduled and unscheduled aircraft maintenance expenses will increase over the next several years, which could materially affect financial performance[201]. - The company is in the process of reducing fleet size as part of Chapter 11 bankruptcy proceedings, which may impact future profitability[226]. - The company has significant aircraft-related fixed obligations and may incur additional debt, which could impair liquidity and harm financial condition[266]. Regulatory and Compliance Issues - The company is subject to extensive regulatory compliance costs, which could increase due to new laws and regulations, potentially raising ticket prices and reducing demand for air travel[203]. - The DOT proposed a rule requiring airlines to seat children aged 13 and under adjacent to at least one accompanying adult at no additional cost, with civil penalties for non-compliance[211]. - The DOT issued a final rule on December 17, 2024, to enhance access to air travel for individuals with disabilities, effective January 16, 2025, requiring airlines to provide specific assistance and reimbursements for mishandled wheelchairs[212]. - The U.S. government faces pressure for cost-cutting initiatives, which could delay funding for regulatory agencies like the DOT and FAA, potentially affecting airline operations[216]. - International routes are subject to treaties and regulations that may change, impacting the ability to operate in new markets and requiring compliance with foreign regulations[217]. - The company is subject to new California laws requiring annual reporting of Scope 1 and 2 greenhouse gas emissions starting in 2026, and Scope 3 emissions starting in 2027, which may incur compliance costs[251]. - The company is monitoring litigation related to new environmental regulations that could impose additional costs and operational challenges[251]. - The company is subject to evolving data privacy regulations, which could result in liabilities if compliance is not maintained[234]. Market Position and Competition - The airline industry faces competition from substitutes such as bus and train services, as well as technological advancements like video teleconferencing[184]. - The company lacks marketing alliances, putting it at a competitive disadvantage compared to traditional network carriers, which may affect passenger traffic and financial results[202]. - The airline's network strategy implementation is critical for profitability, facing challenges such as hiring personnel and securing equipment[223]. - Target markets in the Caribbean and Latin America may be vulnerable to economic and political instability, affecting profitability and operational strategies[224]. - Heavy reliance on technology and automated systems poses risks; failures could disrupt operations and lead to significant revenue loss[227]. - The company faces challenges in maintaining or growing passenger revenues due to changing customer preferences and increased competition, which could limit revenue growth[238]. - Dependence on key airports for operations poses risks, including potential increases in airport rates and charges, which could adversely affect financial results[239]. - Reliance on third-party service providers for essential operations may lead to disruptions if agreements are not renewed or if service providers fail to perform[241]. - The company relies on third-party distribution channels for ticket sales, and any inability to manage costs or functionality could negatively impact competitive position and results[243]. Financial Stability and Liquidity - The company is facing significant liquidity challenges and may not be able to improve its financial position or return to profitability, which could materially affect its operations and necessitate modifications to its operational plans[277]. - As of December 31, 2025, the company had cash and cash equivalents of $273.0 million, and it borrowed $275.0 million under the Exit Revolving Credit Facility due on March 12, 2028[274]. - The company entered into a Superpriority Secured Priming Debtor-in-Possession Credit Agreement for up to $475.0 million in new money term loans[275]. - Credit ratings were downgraded to D by Fitch and S&P Global following the 2025 Bankruptcy filing, which could increase future debt financing costs[269]. - The company is highly dependent on operating cash flows to fund operations and make scheduled payments on aircraft-related fixed obligations[274]. Technology and Innovation - The company is currently utilizing AI functions to enhance services and technical support, but risks associated with AI could adversely affect business operations and financial results[229]. - The company may utilize artificial intelligence, which presents significant risks and could adversely affect business operations and financial results[261]. - The regulatory framework for AI is rapidly evolving, which may require the company to expend additional resources to comply with new laws and regulations[262]. Stock and Shareholder Issues - The company has never declared or paid cash dividends on its Common Stock and does not intend to do so in the foreseeable future[295]. - The market price of the company's Common Stock has been volatile, particularly following the delisting from the NYSE and subsequent trading on the OTC Pink Limited Market[282]. - Future sales and issuances of Common Stock could result in substantial dilution for existing stockholders, potentially causing the stock price to decline[279]. - The company reserves shares of Common Stock for future issuance under equity incentive plans, which could lead to a significant decline in stock price if perceived as likely to be sold[281]. Insurance and Risk Management - Significant losses could arise from emergencies or accidents involving aircraft, potentially leading to increased insurance costs and reputational damage[244]. - The company may face increased insurance costs and reduced coverage, which could materially affect financial condition and results of operations[249]. - Cybersecurity risks are increasing, leading to potential costs for deploying additional security measures and addressing breaches, which could materially impact financial condition[231]. - The company's reputation and financial condition could be harmed by security breaches or failures to protect personal data, leading to legal liabilities and increased costs[237]. Seasonal and Operational Fluctuations - The company's quarterly operating results are expected to fluctuate due to seasonality, with greater demand anticipated in the second and third quarters and during peak U.S. holiday periods[260].