Acquisition Details - QXO completed the acquisition of Beacon Roofing Supply for $124.35 per share, finalizing the merger on April 29, 2025[2]. - The acquisition was accounted for using the acquisition method of accounting, with QXO identified as the accounting acquirer[22]. - The preliminary aggregate acquisition consideration for the acquisition was $10,644.0 million[49]. - The estimated fair value of goodwill resulting from the acquisition is $5,068.9 million[49]. - The company recorded a write-off of $2.4 million related to loss on debt extinguishment as part of the acquisition[56]. Financing Activities - The company raised approximately $1.45 billion from public offerings of 55.8 million shares of common stock at $16.50 per share and 11.5 million depositary shares of Series B Mandatory Convertible Preferred Stock at $50 per share[3]. - QXO issued $2.25 billion in Senior Secured Notes and entered into a $2.25 billion senior secured term loan facility to finance the acquisition and related expenses[17]. - The May 2025 Equity Financing generated net proceeds of $892.5 million from the sale of 48.5 million shares of common stock, after deducting offering costs[20]. - The company also raised $558.1 million from the sale of 11.5 million depositary shares of Mandatory Convertible Preferred Stock, which were used to repay $1.4 billion of QXO Building Products' Term Loan Facility[21]. - In June 2025, the company raised $1.96 billion in net proceeds from the sale of 89.9 million shares at $22.25 per share, with additional proceeds of $38.1 million from the partial exercise of an underwriter option[25][26]. - The total gross proceeds from various equity financings in 2024 amounted to approximately $5.1 billion, including $1.0 billion from the Investment Agreement and $3.5 billion from the June 2024 Purchase Agreements[11][12]. - In January 2026, the company entered into an investment agreement to purchase up to 300,000 shares of Series C Convertible Perpetual Preferred Stock for an aggregate price of $3.0 billion to fund Qualifying Acquisitions[29]. - The company intends to use the net proceeds from the Convertible Preferred Investment for acquisitions exceeding $1.5 billion[30]. Financial Performance - For the year ended December 31, 2024, net sales were $9,820.1 million, with a gross profit of $2,396.2 million[33]. - Total operating expenses for the same period were $2,385.7 million, resulting in an income from operations of $10.5 million[33]. - The net income attributable to common stockholders for the year ended December 31, 2024, was $(242.6) million, with a net income per share of $(0.39) on a diluted basis[33]. - The company reported a net income (loss) of $(166.3) million for the year ended December 31, 2024[33]. - The weighted-average common shares outstanding were 621.4 million for the year ended December 31, 2024[33]. - Net sales reached $7,342.7 million, with QXO contributing $4,648.1 million and Beacon contributing $2,694.6 million[36]. - Gross profit totaled $1,839.3 million, with QXO's gross profit at $1,042.8 million and Beacon's at $664.8 million[36]. - Total operating expenses amounted to $1,999.6 million, with QXO's operating expenses at $1,218.5 million and Beacon's at $699.8 million[36]. - The net loss attributable to common stockholders was $377.0 million, with a loss per share of $0.46[36]. - The company incurred interest expense of $170.9 million, with a net interest income of $80.1 million[36]. - The provision for income taxes resulted in a benefit of $72.6 million, contributing to the overall net loss[36]. - The weighted-average common shares outstanding were 578.1 million for both basic and diluted calculations[36]. Pro Forma Adjustments - The unaudited pro forma combined financial information reflects operations from January 1, 2024, and includes Beacon's financials from April 29, 2025, to September 30, 2025[4]. - The pro forma adjustments are preliminary and subject to change based on final determinations of asset valuations and liabilities assumed in the acquisition[7]. - The January 2026 Investment Agreement's pro forma effect was not included in the financial information as it is contingent upon future acquisitions[31]. - Pro forma adjustments were made based on management's estimates and assumptions for the acquisition accounting[42]. - The pro forma weighted average shares outstanding increased to 621.4 million for the year ended December 31, 2024 due to the issuance of common stock from various financing agreements[61]. - The pro forma amortization of intangible assets was $466.7 million for the year ended December 31, 2024[53]. - The statutory income tax rate used for pro forma adjustments was 26.0% for both the year ended December 31, 2024 and the nine months ended September 30, 2025[57]. - The company anticipates that the adjustments to the combined statements of operations will not affect results beyond twelve months after the acquisition date[50]. - Adjustments to selling, general and administrative expenses (SG&A) resulted in a net pro forma adjustment of $55.7 million for the year ended December 31, 2024[54]. - Pro forma adjustments included a $131.7 million increase in cost of products sold for the estimated fair value of inventories recognized during the first year post-acquisition[50]. - The company made reclassifications to align QXO and Beacon's financial statement presentations, impacting interest and other income[44].

Acquisition Details - QXO completed the acquisition of Beacon Roofing Supply for $124.35 per share, finalizing the merger on April 29, 2025[2]. - The acquisition was accounted for using the acquisition method, with QXO identified as the accounting acquirer[22]. - QXO repaid all historical Beacon debt outstanding as part of the acquisition financing[19]. - The preliminary aggregate acquisition consideration for the acquisition was $10,644.0 million[49]. - Estimated fair value of goodwill from the acquisition is $5,068.9 million[49]. - The company recorded a write-off of $2.4 million related to loss on debt extinguishment as part of the acquisition[56]. Financing Activities - The company raised approximately $1.45 billion from public offerings of common stock and Mandatory Convertible Preferred Stock in May 2025[3]. - QXO issued $2.25 billion in Senior Secured Notes and entered a $2.25 billion senior secured term loan facility to finance the acquisition[17]. - The May 2025 Equity Financing included the sale of 48.5 million shares at $16.50 per share, generating $892.5 million in net proceeds[20]. - The company also raised $558.1 million from the issuance of 11.5 million depositary shares of Mandatory Convertible Preferred Stock[21]. - In June 2025, the company raised $1.96 billion in net proceeds from the sale of 89.9 million shares at $22.25 per share, with additional proceeds of $38.1 million from the partial exercise of an underwriter option[25]. - The proceeds from the June 2025 equity financing were used for general corporate purposes and not to pay down any debt related to the acquisition[26]. - On November 5, 2025, the company refinanced its Term Loan Facility, reducing the applicable margin for borrowings from 3.00% to 2.00% for Term SOFR borrowings and from 2.00% to 1.00% for base rate borrowings[27]. - The January 2026 Investment Agreement allows investors to purchase up to 300,000 shares of Series C Convertible Perpetual Preferred Stock for an aggregate price of $3.0 billion to fund one or more qualifying acquisitions[29]. - The company intends to use the net proceeds from the Convertible Preferred Investment for acquisitions with a purchase price exceeding $1.5 billion[30]. Financial Performance - For the year ended December 31, 2024, net sales were reported at $9,820.1 million, with a gross profit of $2,396.2 million[33]. - Total operating expenses for the same period were $2,385.7 million, resulting in an income from operations of $10.5 million[33]. - The net income attributable to common stockholders for the year ended December 31, 2024, was reported at a loss of $242.6 million[33]. - Basic net income per common share for the year was $(0.39)[33]. - Net sales reached $7,342.7 million, with QXO contributing $4,648.1 million and Beacon contributing $2,694.6 million[36]. - Gross profit totaled $1,839.3 million, with QXO's gross profit at $1,042.8 million and Beacon's at $664.8 million[36]. - Total operating expenses amounted to $1,999.6 million, with QXO's expenses at $1,218.5 million and Beacon's at $699.8 million[36]. - The net loss attributable to common stockholders was $377.0 million, with a basic and diluted loss per share of $0.46[36]. - The company incurred interest expense of $170.9 million, with a net interest income of $80.1 million[36]. - The provision for income taxes resulted in a benefit of $72.6 million, contributing to the overall net loss[36]. - The weighted-average common shares outstanding were 578.1 million for both basic and diluted calculations[36]. Pro Forma Adjustments - The unaudited pro forma combined financial information reflects operations from January 1, 2024, and includes Beacon's results post-acquisition[4]. - The pro forma adjustments are preliminary and subject to change based on final acquisition accounting[5]. - Pro forma adjustments were made based on management's estimates and assumptions for the acquisition accounting[42]. - Pro forma basic weighted average shares outstanding increased to 621.4 million for the year ended December 31, 2024[61]. - The statutory income tax rate used for pro forma adjustments is 26.0% for both the year ended December 31, 2024 and the nine months ended September 30, 2025[57]. - Pro forma amortization of intangible assets is estimated at $466.7 million for the year ended December 31, 2024[53]. - Adjustments to selling, general and administrative expenses (SG&A) resulted in a net pro forma adjustment of $55.7 million for the year ended December 31, 2024[54]. - Pro forma adjustment to cost of products sold includes $131.7 million for the estimated fair value of inventories recognized during the first year post-acquisition[50]. - The company made reclassifications to align QXO and Beacon's financial statement presentations, impacting interest expense and other income[44]. - The company anticipates a significant change in the effective tax rate post-merger due to various factors[57]. - The pro forma financing transaction accounting adjustments reflect new interest expenses associated with the acquisition financing totaling $356.1 million for the year ended December 31, 2024[55].

Financial Performance - Total Adobe ARR reached approximately $25.20 billion as of November 28, 2025, reflecting an 11.5% increase from $22.61 billion as of November 29, 2024[243]. - Digital Media ARR grew to $19.20 billion at the end of fiscal 2025, representing an 11.5% year-over-year growth from $17.22 billion[224]. - Digital Media segment revenue increased to $17.65 billion in fiscal 2025, up from $15.86 billion in fiscal 2024, marking an 11% year-over-year growth[224]. - Digital Experience revenue was $5.86 billion in fiscal 2025, up from $5.37 billion in fiscal 2024, representing a 9% year-over-year growth[226]. - Net income for fiscal 2025 was $7.13 billion, an increase of $1.57 billion or 28% compared to fiscal 2024[243]. - Total revenue for fiscal 2025 reached $23,769 million, an increase of 11% compared to $21,505 million in fiscal 2024[246]. Revenue Breakdown - Subscription revenue for fiscal 2025 was $22.90 billion, representing a 12% increase from $20.52 billion in fiscal 2024[239]. - Digital Media segment revenue grew by $1.79 billion to $17,649 million, representing an 11% increase from $15,864 million in fiscal 2024[246]. - Subscription revenue for Digital Media increased by 12% to $17,389 million, driven by strong performance in Creative Cloud Pro and Acrobat[247]. - Revenue from the Americas was $14,120 million, accounting for 59% of total revenue, with a 10% increase from $12,891 million in fiscal 2024[251]. Expenses and Costs - Cost of revenue for fiscal 2025 was $2.55 billion, which increased by $193 million or 8% compared to fiscal 2024[243]. - Operating expenses for fiscal 2025 were $12.51 billion, remaining relatively flat compared to fiscal 2024[243]. - Research and development expenses increased by 9% to $4,294 million, maintaining 18% of total revenue[259]. - Operating expenses totaled $12,512 million, a slight increase of 1% from $12,406 million in fiscal 2024[259]. - Interest expense rose by 56% to $263 million, primarily due to new senior notes issued in January 2025[267]. - Provision for income taxes increased by 17% to $1,604 million, with an effective tax rate of 18%[273]. Cash Flow and Investments - Cash flows from operations amounted to $10.03 billion during fiscal 2025, increasing by $1.98 billion or 25% compared to fiscal 2024[243]. - Net cash provided by operating activities for fiscal 2025 was $10.03 billion, an increase from $8.06 billion in fiscal 2024[292]. - Net cash used for investing activities in fiscal 2025 was $1.19 billion, primarily due to purchases of short-term and long-term investments[293]. - Net cash used for financing activities in fiscal 2025 was $11.06 billion, mainly due to common stock repurchases and repayment of notes[294]. Acquisitions and Agreements - The company entered into a definitive agreement to acquire Semrush Holdings, Inc. for approximately $1.9 billion, expected to close in the first half of fiscal 2026[299]. Financial Position - As of November 28, 2025, the company had $5.43 billion in cash and cash equivalents, down from $7.61 billion as of November 29, 2024[291]. - The company has a $1.5 billion senior unsecured revolving credit agreement, with no outstanding borrowings as of November 28, 2025[300]. - The stock repurchase program authorized up to $25 billion through March 14, 2028, with $11.28 billion spent on repurchases during fiscal 2025[305][306]. - The total valuation allowance for deferred tax assets was $806 million as of November 28, 2025, primarily related to certain U.S. state and federal credits and capital loss carryforwards[275]. Foreign Currency Exposure - For fiscal 2025, significant foreign currency revenue exposures include €3.43 billion in Euros, ¥163.83 billion in Japanese Yen, and £942 million in British Pounds[312]. - As of November 28, 2025, the gross notional amounts of outstanding foreign exchange contracts totaled $6.54 billion, with $3.27 billion in Euros and $884 million in Japanese Yen[312]. - A sensitivity analysis indicates that a 10% increase in the U.S. Dollar would increase the fair value of financial hedging instruments by $456 million[313]. - Long-term investment exposure in non-U.S. Dollar functional currency foreign subsidiaries totaled $1.32 billion as of November 28, 2025, with no hedging applied[314]. - The company does not use foreign exchange contracts for speculative trading or to entirely offset foreign currency exposure[315]. - Cash flow hedges for foreign currency revenue and expenses are utilized to mitigate risks, with maturities of up to 24 months[316]. Interest Rate Risk - As of November 28, 2025, the company had $1.16 billion in short-term investments, with a potential $4 million market value change from a 150 basis point shift in interest rates[322]. - The company has $6.15 billion of senior notes outstanding, with interest rate swaps converting $2.70 billion of fixed rates to floating rates[323]. - An immediate 50 basis point change in market interest rates would result in a $71 million change in the fair value of the hedged fixed-rate debt[323]. - The total carrying amount of senior notes was $6.21 billion, with a fair value of $6.18 billion based on observable market prices[324].

Financial Results - Capital Southwest Corporation announced preliminary estimates of its financial condition and results of operations for the fiscal quarter ended December 31, 2025[4]. - The press release detailing these estimates was issued on January 15, 2026[4]. - The report indicates that the information disclosed will be deemed "filed" for purposes of the Securities Exchange Act of 1934[5]. - The financial statements and exhibits related to the report include a press release and an interactive data file[6]. Company Information - The company is listed on The Nasdaq Global Select Market under the trading symbol CSWC[3]. - Michael S. Sarner serves as the President and Chief Executive Officer of Capital Southwest Corporation[9].

Revenue Performance - Fourth Quarter 2025 revenue was $3.10 billion, a decrease of 2% compared to $3.15 billion in Q4 2024[2] - Full Year 2025 revenue totaled $12.00 billion, down 1% from the previous year[6] - Intermodal (JBI) segment revenue decreased 3% year-over-year, driven by a 2% decline in load volume[7] - Dedicated Contract Services (DCS) revenue increased 1% in Q4 2025, with customer retention rates at approximately 94%[9] - Integrated Capacity Solutions (ICS) segment revenue was $305 million, down 1%, with an operating loss of $3.3 million compared to a loss of $21.8 million in Q4 2024[11] - Truckload (JBT) revenue increased 10% to $200 million, primarily due to a 15% increase in load volume[18] - Intermodal revenue for 2025 was $5,975,358, accounting for 50% of total revenue, slightly up from $5,956,092 in 2024[32] - Marketplace revenue for J.B. Hunt 360 was $349.1 million in 2025, a decline from $395.8 million in 2024[36] Profitability - Operating income for Q4 2025 increased 19% to $246.5 million from $207.0 million in Q4 2024[4] - Operating income for 2025 was $865,069, representing an increase of 4.1% compared to $831,225 in 2024[32] - Diluted earnings per share for Q4 2025 were $1.90, up 24% from $1.53 in Q4 2024[2] - Net earnings for 2025 were $979,688, representing a 5.0% increase from $931,886 in 2024[31] Expenses and Liabilities - Total operating expenses for 2025 were $11,134,027, a decrease of 1.08% from $11,255,979 in 2024[30] - Total current liabilities increased by $257,303,000, reflecting a significant rise in financial obligations[38] - Current liabilities rose from $1,678,040,000 in 2024 to $1,935,343,000 in 2025, an increase of about 15.4%[38] - Long-term debt decreased from $977,702,000 in 2024 to $766,938,000 in 2025, a decline of approximately 21.5%[38] Cash Flow and Assets - Cash and cash equivalents at December 31, 2025, were $17 million, with total debt outstanding of $1.47 billion[20] - Net cash provided by operating activities increased from $1,483,156,000 in 2024 to $1,678,272,000 in 2025, representing a growth of about 13.2%[40] - Total current assets decreased from $1,770,983,000 in 2024 to $1,604,190,000 in 2025, a decline of approximately 9.4%[38] - Net property and equipment slightly decreased from $5,729,799,000 in 2024 to $5,538,101,000 in 2025, a decrease of about 3.3%[38] Shareholder Information - The company repurchased approximately 6.3 million shares for approximately $923 million in 2025, with $968 million remaining under share repurchase authorization[21] - Actual shares outstanding at the end of the period decreased from 100,555,000 in 2024 to 94,595,000 in 2025, a reduction of approximately 5.9%[40] - Book value per actual share outstanding decreased from $39.92 in 2024 to $37.69 in 2025, a reduction of approximately 5.6%[40] - Stockholders' equity decreased from $4,014,505,000 in 2024 to $3,565,085,000 in 2025, a decline of approximately 11.2%[38] Operational Metrics - The average number of third-party carriers increased to approximately 126,400 in 2025 from 110,000 in 2024[36] - The number of loads in the Dedicated segment decreased to 3,885,463 in 2025 from 3,985,221 in 2024[36] - Average revenue per load in the Intermodal segment decreased to $2,795 in 2025 from $2,849 in 2024[36] - The gross profit margin for Integrated Capacity Solutions was 14.5% in 2025, down from 16.1% in 2024[36] - Net capital expenditures decreased from $674,406,000 in 2024 to $574,774,000 in 2025, a decline of about 14.7%[40]

Financial Announcements - Nabors Industries Ltd. announced the complete redemption of its 7.500% Senior Guaranteed Notes due 2028[4] - Preliminary balance sheet figures for the year ended December 31, 2025, were disclosed[4]

Earnings Release - ICF International, Inc. will release its Q4 and full year 2025 earnings results on February 26, 2026[7] Conference Call - A conference call to discuss the quarterly results is scheduled for 4:30 p.m. Eastern Time on the same day[7]

Revenue Growth - Cloudastructure achieved approximately 270% year-over-year revenue growth, generating over $5.0 million in recognized revenue for 2025, compared to approximately $1.4 million in 2024[2] - The fourth quarter of 2025 saw approximately 306% year-over-year revenue growth, marking the highest quarterly revenue in the company's history[2] Customer Growth - Customer growth was approximately 74% year-over-year, driven by a disciplined land-and-expand strategy, particularly in the multifamily sector[10] Product and Service Innovation - Cloudastructure expanded its AI-powered video surveillance and remote guarding platform into the construction and logistics sectors in 2025, addressing elevated risks in these verticals[11] - The company introduced several product innovations in 2025 aimed at reducing deployment friction and enhancing platform efficiency[10] Performance Metrics - The platform demonstrated a 98% real-time deterrence rate, with customers reporting approximately 40% first-year cost savings compared to traditional guarding solutions[5][9] - Key performance metrics included over 112,000 live verbal interventions and less than 1% of incidents requiring emergency services[9] Customer Satisfaction - The company received multiple industry awards, including a 100% customer satisfaction score and a Net Promoter Score (NPS) of over 100[14] Future Outlook - As of 2026, Cloudastructure is positioned for sustained growth with strong customer validation and expanding enterprise adoption[13]

Meeting and Voting Procedures - The annual general meeting of Platinum Group Metals Ltd. is scheduled for February 24, 2026, at 10:00 a.m. Pacific time in Vancouver, British Columbia[11]. - Shareholders will vote on the audited consolidated financial statements for the year ended August 31, 2025, along with the auditor's report[14]. - The management recommends the election of six directors and the appointment of auditors, as well as the approval of an amendment to the share compensation plan[27]. - The company has adopted a Notice and Access model to deliver meeting materials electronically, aiming to enhance environmental sustainability and reduce costs[10]. - Registered shareholders can vote by proxy until 10:00 a.m. Pacific time on February 20, 2026, or 48 hours before any adjourned meetings[21]. - Beneficial shareholders must follow specific instructions from their intermediaries to vote, as they cannot vote directly at the meeting[42]. - The company reports in Canadian dollars, with all dollar references in the circular indicating Canadian dollars unless specified as U.S. dollars[38]. - The management information circular includes details on the proposed amendments to the deferred share unit plan[14]. - The company will bear all costs associated with the solicitation of proxies, which will primarily be conducted by mail[36]. - Shareholders are encouraged to review the entire information circular before voting to make informed decisions[26]. - The Company has issued 123,405,039 Common Shares as of January 8, 2026[54]. - Hosken Consolidated Investments Limited holds 27,767,994 Common Shares, representing 22.50% of the voting rights[57]. - The audited consolidated financial statements for the financial year ended August 31, 2025, have been approved by the Board[59]. - The Meeting will address the election of six directors, with the current Board consisting of six members[60]. - The Company will seek approval for an amendment to its share compensation plan, required every three years by the TSX[62]. - The Majority Voting Policy mandates that any director nominee receiving more "withheld" votes than "for" votes must tender a resignation offer[63]. - The Company will reimburse intermediaries for reasonable out-of-pocket costs incurred in mailing proxy materials to Beneficial Shareholders[49]. - Beneficial Shareholders must return voting instruction forms to Broadridge well in advance of the Meeting to ensure their Common Shares are voted[54]. - The Company has adopted the Notice and Access procedure for distributing proxy-related materials to shareholders[47]. - Beneficial Shareholders can attend the Meeting as proxyholders for registered shareholders to vote their Common Shares[50]. - The company reported a 98.20% approval for the appointment of directors during the 2025 voting results[67]. Share Compensation Plan - The Share Compensation Plan allows for the issuance of RSUs and Options limited to 10% of the issued and outstanding Common Shares at the time of any grant[71]. - Amendments to the Share Compensation Plan include the removal of existing limits on Options granted to non-employee directors, allowing for a maximum value of Options not to exceed $100,000 in any financial year[78]. - The maximum combined annual value of all equity-based compensation granted to a non-employee director may not exceed $150,000, subject to specified exceptions[78]. - The company intends to modernize the Share Compensation Plan by permitting RSU awards for non-executive directors[72]. - The Board recommends shareholders vote FOR the Share Compensation Plan Amendment Resolution[79]. - The company has no indebtedness to the directors listed in the management information circular[68]. - The Share Compensation Plan was last amended and reapproved in February 2023[71]. - The company aims to ensure compliance with current governance and market practices through the amendments to the Share Compensation Plan[72]. - The Share Compensation Plan requires shareholder approval every three years, with the current approval sought for the 2026 Amended and Restated Share Compensation Plan[80]. - The Company can grant options and RSUs under the Share Compensation Plan until February 24, 2029, which is three years from the date of the current shareholder approval[81]. - The maximum aggregate number of Common Shares available for issuance under the Share Compensation Plan is capped at 10% of the outstanding Common Shares[83]. Deferred Share Unit Plan - The 2026 Amended and Restated DSU Plan allows Eligible Directors to convert Board Fees into Deferred Share Units (DSUs) ranging from 20% to 100%[84]. - The 2026 Amended and Restated DSU Plan includes provisions for settling DSUs in Common Shares in addition to cash[85]. - The total number of Common Shares reserved for issuance under the 2026 Amended and Restated DSU Plan shall not exceed 10% of the issued and outstanding Common Shares[91]. - The maximum combined value of all grants to any non-employee director under any security-based compensation arrangements is limited to $150,000 annually[94]. - Redemptions of DSUs may be in Common Shares or cash, with cash settlements calculated based on the Fair Market Value of a Common Share on the Redemption Date[95]. - The aggregate number of Common Shares issuable to Insiders under the 2026 Amended and Restated DSU Plan shall not exceed 10% of the issued and outstanding Common Shares on a non-diluted basis[93]. - The 2026 Amended and Restated DSU Plan will be administered by the Board or designated persons, ensuring compliance with regulatory requirements[92]. - As of the Record Date, there were 1,035,212 DSUs outstanding, representing approximately 0.84% of the issued and outstanding Common Shares[112]. - The 2026 Amended and Restated DSU Plan will not create an additional reserve and will be governed by the existing 10% rolling limit applicable to all security-based compensation arrangements[112]. - The Board has unanimously approved the 2026 Amended and Restated DSU Plan and recommends shareholders vote FOR the resolution[118]. Executive Compensation - The Company does not currently generate operating cash flow and relies on equity and debt financings to fund its exploration and corporate activities[127]. - The Compensation Committee is responsible for ensuring appropriate executive compensation plans are in place to attract and retain talent[126]. - The Company's compensation philosophy includes long-term equity-based incentives as a significant component of executive compensation[128]. - Any DSUs issued or awarded are subject to the Company's Clawback Policy, allowing for cancellation or recovery under certain conditions[110]. - All unvested DSUs will vest immediately prior to a Change of Control as defined in the DSU Plan[109]. - The Company may amend the DSU Plan without participant consent, provided it does not adversely affect previously awarded DSUs[111]. - The 2026 Amended and Restated DSU Plan Resolution must be approved by at least a majority of the votes cast at the Meeting[120]. - The Company's President and CEO received a base salary of $475,000 for the financial year ended August 31, 2025, unchanged from the previous year[148]. - The CFO's base salary increased to $180,156 from $175,610 in the prior year, while the VP Corporate Development's salary rose to $245,858 from $240,350[148]. - The Company paid a total cash bonus of $92,100 to the President and CEO, consistent with the previous year, while the CFO received a bonus of $14,000, up from $13,770[151]. - The Compensation Committee evaluates NEO performance based on key measurements that correlate to long-term shareholder value and overall corporate goals[136]. - The Company aims to align officer compensation with shareholder interests through long-term equity-based incentives, including Options and RSUs[130]. - The Compensation Committee reviews compensation practices of peer companies annually to ensure market competitiveness[134]. - The Company’s share price decreased by approximately 32% from September 1, 2020, to August 31, 2025, compared to a 99% increase in the S&P/TSX Composite Index during the same period[160]. - The Compensation Committee has not recommended changing the base salary for any active NEO for fiscal 2026 despite achieving most performance milestones in fiscal 2025[146]. - The Company maintains a flexible compensation framework to encourage and reward employees based on both individual and corporate performance[130]. - Frank Hallam, President and CEO, received total compensation of $929,746 for the financial year ended August 31, 2025, down from $1,147,914 in 2024[170]. - Gregory Blair, CFO, had total compensation of $307,540 for the financial year ended August 31, 2025, compared to $334,841 in 2024[170]. - Kresimir (Kris) Begic, VP of Corporate Development, earned total compensation of $448,182 for the financial year ended August 31, 2025, down from $561,703 in 2024[170]. Share-Based Awards - The closing price of the Common Shares on the TSX on August 29, 2025, was $2.18[179]. - The Share Compensation Plan limits the number of Options and RSUs that can be issued annually without shareholder approval[167]. - The Company has not re-priced any Options under the Share Compensation Plan during the most recently completed financial year[167]. - The Company’s share-based awards consist of RSUs that are subject to vesting criteria, with values based on the fair market value at the time of grant[175]. - The value of option-based awards vested during the financial year ended August 31, 2025, for Frank Hallam was $27,030, and for Kresimir (Kris) Begic was $16,218[184]. - Share-based awards vested during the same period amounted to $165,182 for Frank Hallam and $66,255 for Kresimir (Kris) Begic[184]. - Non-equity incentive plan compensation earned during the year included $92,100 for Frank Hallam and $33,700 for Kresimir (Kris) Begic[184]. - Mlibo Mgudlwa received $4,055 from option-based awards and $41,641 from share-based awards during the year[185]. - Schalk Engelbrecht's option-based awards vested at $5,406, while his share-based awards amounted to $50,771[185]. Director Compensation - The company does not provide retirement benefits or a pension plan for its directors or officers[186]. - In the event of termination without cause, Frank Hallam is entitled to a severance of 24 months' annual salary, while Kresimir (Kris) Begic is entitled to 12 months' annual salary[191]. - Upon a change of control, non-vested options held by certain executives will be deemed vested, allowing participation in the transaction[192]. - The company has a clawback policy in place to recover incentive-based compensation in the event of a financial restatement due to noncompliance with financial reporting requirements[196][197]. - No termination or change of control payments are payable to Mlibo Mgudlwa under his employment agreement[193]. - The total compensation for non-NEO directors for the financial year ended August 31, 2025, ranged from CAD 110,234 to CAD 145,294, with an average total compensation of approximately CAD 128,000[202]. - Directors' fees are structured with 65% paid in cash and 35% in Deferred Share Units (DSUs)[204]. - The closing price of the Company's Common Shares on the TSX on August 31, 2025, was CAD 2.18[207]. - The Company has no arrangements for additional compensation for non-NEO directors beyond standard fees for their services[205]. - The annual retainer for the Board of Directors is set at USD 55,493.50, with additional fees for committee chairs ranging from USD 10,000 to USD 15,000[206]. - The Company has outstanding option-based awards for directors, with options priced between CAD 1.52 and CAD 2.37, expiring between 2026 and 2029[209]. - The total number of unexercised options for each director varies, with Timothy Marlow holding 21,000 options at an exercise price of CAD 2.32[209]. - The market value of the securities underlying the options at the end of the financial year was CAD 2.18, impacting the value of unexercised options[210]. - The Company does not provide additional compensation for special assignments beyond the per diem rate of USD 1,000 per day[206]. - The compensation structure is reviewed and recommended by the Compensation Committee based on peer group analysis[206].

Financial Performance - Westamerica Bancorporation reported a net income of $27.8 million for Q4 2025, with diluted EPS of $1.12, a decrease from $28.3 million and $1.12 in Q3 2025[1][2] - The annualized return on average common equity for Q4 2025 was 10.8%, down from 12.1% in Q4 2024[2][10] - Net interest income on a fully-taxable equivalent basis was $53.5 million in Q4 2025, a 9.6% decrease from $59.2 million in Q4 2024[3][10] - Noninterest income for Q4 2025 totaled $10.0 million, down 5.9% from $10.6 million in Q4 2024[4][10] - Total Revenue (FTE) for Q4'2025 was $63,552, a decrease of 9.1% compared to Q4'2024's $69,880[23] - Net income decreased by 12.3% to $27,807 million compared to $31,700 million in the previous year[37] - Total noninterest income fell by 5.9% to $10,003 million from $10,633 million[37] - Total noninterest income for the year-to-date period was $40,790 million, down 5.5% from $43,155 million[38] Expenses and Efficiency - Noninterest expenses were $25.5 million in Q4 2025, a slight decrease of 1.5% from $25.9 million in Q3 2025[4][10] - The efficiency ratio for Q4 2025 was 40.1%, up from 37.0% in Q4 2024[10] - Total Noninterest Expense for Q4'2025 was $25,466, down 1.5% from $25,853 in Q4'2024[25] - The Noninterest Expense to Revenues (FTE) ratio was 40.1% in Q4'2025, up from 37.0% in Q4'2024[25] Asset and Loan Performance - Total assets decreased by 3.0% to $6,055,696 compared to $6,243,799 in Q4'2024[14] - Total loans declined by 11.5% to $727,540 from $821,767 in Q4'2024[14] - Consumer loans saw a significant drop of 29.2%, falling to $132,577 from $187,133 year-over-year[14] - Average Total Loans decreased by 11.5% to $727,540 in Q4'2025 from $821,767 in Q4'2024[26] - Total loans decreased by 11.4% to $726,482 thousand from $820,300 thousand in the previous year[33] Deposits and Funding - Total deposits decreased by 3.8% to $4,837,964 compared to $5,028,363 in Q4'2024[17] - Noninterest demand deposits fell by 4.5% to $2,236,646 from $2,342,092 in Q4'2024[17] - Loans to deposits ratio decreased to 15.0% from 16.3% in Q4'2024[14] - Total short-term borrowings increased by 18.2% to $130,502 from $110,404 in Q4'2024[17] Equity and Dividends - Westamerica paid a dividend of $0.46 per common share in Q4 2025, an increase of 4.5% from $0.44 in Q4 2024[2][10] - Shareholders' equity slightly decreased by 1.9% to $1,019,086 from $1,039,017 in Q4'2024[17] - Shareholders' equity increased by 4.9% to $933,509 thousand from $889,957 thousand year-over-year[34] Market and Valuation - The market value per common share decreased by 8.8% to $47.83 from $52.46 in the previous year[32] - The average retirement price for shares retired in 2025 was $49.27, compared to $45.58 in 2024[32] Credit Quality - Nonperforming assets remained stable at $1.8 million as of December 31, 2025[2][10] - Nonperforming Loans increased by 146.8% to $1,814 in Q4'2025 compared to $735 in Q4'2024[27] - The Allowance for Credit Losses on Loans decreased by 21.7% to $11,573 in Q4'2025 from $14,780 in Q4'2024[26] Investment and Securities - Total investment securities decreased by 4.7% to $4,343,373 from $4,557,436 in Q4'2024[14] - Total debt securities eligible as collateral amounted to $4,013,502 thousand, with corporate securities making up $2,541,560 thousand[29] - The company pledged $741,923 thousand in debt securities at the Federal Reserve Bank and $710,092 thousand for depository customers, totaling $1,875,670 thousand in pledged securities[31]