Financial Performance - Net sales for the year ended December 31, 2025, increased by $11.3 million, or 1.9%, to $613.5 million compared to $602.2 million for the year ended December 31, 2024 [216]. - Gross profit increased by $27.7 million, or 11.6%, from $238.5 million in 2024 to $266.2 million in 2025 [216]. - Operating income surged by $67.8 million, or 462.3%, from $14.7 million in 2024 to $82.5 million in 2025 [216]. - Net income improved by $42.4 million, from a loss of $23.2 million in 2024 to a profit of $19.2 million in 2025 [216]. - Cost of goods sold decreased by $16.4 million, or 4.5%, from $363.7 million in 2024 to $347.3 million in 2025 [216]. - Selling, general, and administrative expenses rose by $14.0 million, or 10.6%, from $132.1 million in 2024 to $146.1 million in 2025 [216]. - Interest expense increased by $1.1 million, or 2.3%, from $50.7 million in 2024 to $51.8 million in 2025 [216]. - Research and development costs slightly increased by $0.1 million, or 0.6%, from $18.7 million in 2024 to $18.8 million in 2025 [216]. Market Strategy and Growth - Holley aims to expand into new product categories and markets, such as exterior accessories and mobile electronics, to grow market share [23]. - The company is investing in growth initiatives, but may face challenges in achieving expected results [88]. - Holley plans to continue evaluating opportunities for strategic acquisitions to expand its market presence and product offerings [198]. - The performance automotive aftermarket parts industry has shown consistent growth over the last two decades, providing ample opportunities for market expansion [29]. Distribution and Sales Channels - E-tailers and warehouse distributors accounted for 54% of Holley's sales in 2025, with the top ten distribution partners contributing 42% of total sales [45]. - The company operates a diverse omni-channel distribution strategy, including DTC, E-tailer, warehouse distributor, traditional retailer, and jobber/installer channels [43]. - The company generated approximately $144.9 million in gross sales through its DTC channel in 2025, indicating a focus on increasing direct-to-consumer sales [101]. Employee Engagement and Workplace Culture - The company emphasizes creating a premier workplace to attract and retain talent, which is crucial for driving innovation and product development [26]. - The company has a recruitment strategy that encourages diversity and aims to create an inclusive work environment [59]. - The company has a strong focus on employee engagement, measuring it through periodic culture surveys to enhance the employee experience [60]. - The company matched employee contributions to the 401(k) Plan up to 3.5% each pay period during the 2025 fiscal year [55]. - The company employed 1,407 full-time employees and 76 temporary employees as of December 31, 2025, with approximately 39% based in Bowling Green, KY [53]. Risks and Challenges - The company has faced supply chain disruptions and rising inflation, which could adversely affect manufacturing costs and profitability [73]. - Significant disruptions in manufacturing or distribution could adversely affect business operations and financial results [77]. - The company faces intense competition from both large and small competitors, which may impact market share and sales [79]. - Rising fuel prices and potential shortages could negatively affect the demand for powered vehicle products [81]. - A shift towards electric vehicles and mobility services may impact traditional automotive product sales [83]. - The company is exposed to risks related to the failure to protect customer and employee data, which could lead to regulatory penalties and reputational damage [109]. - Political tensions and natural disasters could disrupt operations and supply chains, impacting overall business performance [98]. - The company faces risks from labor shortages and increased labor costs, which could adversely impact operations and financial performance [103]. - The company is subject to various legal and regulatory compliance risks, which could result in lawsuits, fines, and penalties affecting financial performance [144]. Environmental and Compliance Issues - The company is subject to various environmental regulations, and while it believes it is in substantial compliance, new requirements could lead to material expenditures in the future [50]. - The company may incur significant costs related to environmental liabilities from acquired businesses, which could adversely affect financial condition [130]. - The company is subject to evolving expectations regarding environmental, social, and governance practices, which may impose additional costs or risks [136]. - The company is required to comply with SEC rules under the Sarbanes-Oxley Act, which includes certifying financial information and assessing internal controls [119]. Cybersecurity and Data Protection - The company's cybersecurity program is overseen by the Chief Information Officer, reflecting the strategic importance of information security in supporting operations and long-term objectives [183]. - The Audit Committee of the board of directors oversees the company's enterprise risk management activities, including cybersecurity risk management processes [184]. - The company has not identified any cybersecurity risks that have materially affected its financial position or operations [188]. - Cybersecurity threats and incidents have been experienced, with potential future impacts that could disrupt operations and financial processes [108]. - Compliance with evolving data privacy and cybersecurity laws could divert management resources and increase business costs [151]. Stockholder and Financial Structure - The company has a concentration of stock ownership, with the Holley Stockholder and Sponsor holding approximately 29% of shares, which may limit other stockholders' influence [158]. - The exercise of warrants could lead to dilution of existing stockholders and increase the number of shares available for resale [161]. - Future issuances of debt or equity securities may adversely affect the market price of Common Stock and could be dilutive to existing stockholders [173]. - The company does not intend to pay cash dividends for the foreseeable future, opting to retain future earnings for business development and expansion [174]. - The NYSE may delist the company's securities if it fails to meet continued listing standards, which could lead to significant adverse consequences for stockholders [172].

Financial Overview - The total consideration paid by the Company for the PWRtek Transactions was $107.5 million, which included a $40 million secured promissory note and a warrant to purchase 6,000,000 shares of common stock[22]. - Total revenues for the year ended December 31, 2025, increased by $50.2 million to $237.3 million compared to 2024, driven by higher external and related party product sales and $16.1 million in PWRtek rental revenue[190]. - Gross profit for 2025 was $59.8 million, representing a gross profit margin of 25.2%, up from 21.1% in 2024[190]. - The Company reported a net income of $30.5 million for 2025, with a net income margin of 12.9%, compared to 5.6% in 2024[190]. - The Company incurred $1.0 million in interest and fees related to the ABL in 2025, compared to $0.7 million in 2024[207]. Revenue Sources - Revenue from the Company's three largest customers accounted for 76% and 75% of consolidated revenue for the years ended December 31, 2025 and 2024, respectively, indicating a significant customer concentration risk[97]. - The ProFrac Agreement and Lease Agreement accounted for 62% of total revenues in both 2025 and 2024, with the Lease Agreement contributing 6.8% of total revenues for 2025[87]. - The Chemistry Technologies segment's revenue from external customers increased by $16.4 million, or 26%, to $79.6 million in 2025, attributed to increased sales with both new and existing customers[197]. - Revenue from external customers for the year ended December 31, 2025, increased by $2.8 million, or 35%, to $10,871 million compared to 2024[199]. Expenses and Costs - Selling, general and administrative expenses increased by $3.3 million, or 14%, to $28.0 million in 2025, primarily due to higher salaries, stock compensation, and contract labor costs[192]. - The Company incurred $4.4 million in asset acquisition expenses related to the PWRtek Transactions, primarily for professional services[26]. - The Company incurred $1.8 million in research and development expenses for the year ended December 31, 2025, compared to $1.7 million in 2024, supporting new product development initiatives[189]. - The Company faces various cybersecurity threats and has established a Cybersecurity Incident Response Team to manage potential incidents[162]. Market and Industry Trends - The Company believes that the demand for natural gas will continue to increase over the next 12 to 24 months due to growth in natural gas exportation and its use in electricity generation[63]. - The Company actively markets its products in North America while also targeting emerging international markets, particularly in the Middle East and Latin America[41]. - The demand for the Company's products is sensitive to fluctuations in oil and natural gas prices, which can impact revenue and profitability[139]. Operational Challenges - The Company continues to face supply chain challenges, including fluctuating freight costs and availability of raw materials, which may impact future sales[71]. - The Company has identified multiple supply sources for certain materials in the DA segment to mitigate potential supply chain risks[46]. - The Company may face challenges in managing expansion and integration of acquired businesses, which could negatively impact operating results[117]. - The Company is exposed to fluctuations in raw material prices and availability, which could significantly impact costs and operational efficiency[99]. Regulatory and Compliance Risks - The Company is subject to complex regulations regarding data privacy and cybersecurity, which could impact its business operations[78]. - Changes in U.S. trade policy and tariffs may adversely affect the company's business and results of operations[78]. - The Company faces potential increased costs and liabilities due to compliance with evolving environmental regulations[124]. - Regulatory changes related to hydraulic fracturing could adversely impact the Company's operations and revenue[133]. Strategic Initiatives - The Company aims to enhance customer returns by leveraging chemistry solutions that improve operational efficiency and reduce environmental impact[18]. - The Company is committed to sustainability, aiming to reduce the environmental impact of energy through responsible specialty chemistry solutions[50]. - The Company is focused on driving innovation between the CT and DA segments to enhance efficiencies for exploration and production operators[65]. Financial Position and Future Outlook - The Company expects full-year 2026 revenues from the Lease Agreement to total approximately $27.0 million, compared to $27.5 million in total DA revenues for the year ended December 31, 2025[69]. - The Company anticipates stable demand for its chemistry and data analytics services during 2026, based on current oil and gas price outlooks and customer commitments[62]. - The Company may require additional financing sources to meet capital requirements, particularly if oil and gas market conditions weaken[91]. - The Company has no current plans to pay dividends on its common stock, requiring investors to rely on stock appreciation for returns[157].

Revenue Performance - Company-wide revenue reached $746.2 million, an increase of 28.6% year over year[4] - Casinos & Resorts revenue was $366.2 million, up 12.9% year over year, benefiting from the Queen transaction completed in February 2025[4] - Bally's Intralot B2C revenue grew to $236.5 million, a 13.9% increase year over year, driven by growth in the UK and Spain[4] - North America Interactive revenue surged to $62.3 million, reflecting a 55.4% year over year growth due to iGaming and sports wagering[4] - Total revenue for the year ended December 31, 2025, reached $2,678,563, a slight increase from $2,675,726 in 2024[27] - The North America Interactive segment reported revenue of $215,289 for the year ended December 31, 2025, an increase from $190,090 in 2024, representing an increase of approximately 13%[27] - The total revenue for the Casinos & Resorts segment for the year ended December 31, 2025, was $1,526,575, down from $1,568,588 in 2024, reflecting a decrease of about 3%[27] Segment Performance - Bally's completed the acquisition of Bally's International Interactive business for €2.7 billion, consolidating its financial results[4] - Bally's Intralot B2B segment generated $79.9 million in revenue, significantly up from $6.9 million in the previous year[5] - Bally's Intralot B2C revenue for the year ended December 31, 2025, was $828,261, down from $902,632 in 2024, indicating a decline of about 8%[27] - Bally's Intralot B2B revenue for the year ended December 31, 2025, was $101,074, a significant increase from $6,861 in 2024[27] - The North America Interactive segment recorded positive Segment Adjusted EBITDAR of $0.8 million, a turnaround from a negative $10.2 million in the prior year[16] - The Corporate & Other segment reported an Adjusted EBITDAR loss of $69,172 for the year ended December 31, 2025, compared to a loss of $76,715 in 2024, showing an improvement[27] Capital Expenditures and Investments - Bally's plans to develop a $4 billion casino resort in Ferry Point Park, The Bronx, featuring 3,500 slot machines and a 500-room hotel[4] - The company opened a new entertainment complex in Baton Rouge following a $160 million renovation[4] - Capital expenditures for the period from February 8, 2025, to December 31, 2025, amounted to $167.87 million, a significant increase from $16.42 million in the preceding period[39] - Cash paid for capitalized software reached $35.47 million in the current period, compared to $2.32 million previously[39] - Acquisition of gaming licenses totaled $3.00 million, up from $2.51 million in the previous year[39] Financial Position - Cash and cash equivalents increased significantly to $798,423 as of December 31, 2025, compared to $171,233 in 2024[36] - Long-term debt, including current portion, rose to $4,500,657 as of December 31, 2025, up from $3,318,773 in 2024[36] Risk Management - The company has entered into currency swaps to convert $500 million of its Term Loan Facility to €461.6 million at a fixed rate of approximately 6.69% per annum, due October 2028[39] - An additional currency swap was executed to convert $200 million of its floating rate Term Loan Facility to £159.2 million, with a tenor due October 2026[39] - The company has also engaged in $1.0 billion notional interest rate swap contracts to fix interest rates until 2028 as part of its risk management program[39] Future Outlook - Bally's anticipates continued growth in the North America Interactive segment, driven by increased user engagement and market expansion strategies[25]

Financial Performance - The company reported net losses of $9.8 million and $10.6 million for the years ended December 31, 2025, and 2024, respectively, with an accumulated deficit of $226.6 million as of December 31, 2025[344]. - The company has incurred substantial losses and negative cash flow since inception, raising doubts about its ability to continue as a going concern[346]. - The company had an accumulated deficit of $226.6 million as of December 31, 2025, and has not yet achieved profitability[396]. - The company anticipates being able to fund its operating expenses through the third quarter of 2026, raising substantial doubt about its ability to continue as a going concern[397]. Research and Development - The expected timeline for the ONP-002 clinical trials includes starting Phase 2a in Q1 2026 and Phase 3 in Q1 2028[338]. - The company plans to increase research and development expenses as it advances the ONP-002 program while pausing other product candidates pending additional financing[363]. - The company anticipates significant expenditures related to research and development activities, including clinical trials and regulatory submissions[345]. - Research and development expenses decreased to $2.4 million in 2025 from $4.1 million in 2024, a reduction of $1.7 million or 41.8%[388]. Cash and Financing Activities - As of December 31, 2025, the company had $8.4 million in cash and cash equivalents, expected to fund operations through Q3 2026[352]. - The company raised approximately $15 million from a public offering of 660,000 shares of Series H Convertible Preferred Stock on July 2, 2025[342]. - Net cash provided by financing activities was $16.8 million in 2025, up from $6 million in 2024[402]. - Financing activities in 2025 included $15.0 million in net proceeds from the issuance of Series H Preferred Stock and warrants, $2.6 million from common stock issuance, and $2.5 million from short-term borrowings, offset by $3.3 million in repayments of short-term notes payable[403]. - In 2024, financing activities consisted of $6.7 million in net proceeds from common stock issuance, partially offset by $0.7 million in repayments of short-term notes payable[404]. Debt and Interest - The company issued a $3.0 million promissory note in March 2025, which was repaid in full on July 2, 2025, using proceeds from the public offering[343]. - A $3.0 million promissory note was issued on March 13, 2025, with net proceeds of approximately $2.2 million after fees[405]. - The promissory note was non-interest bearing unless a default occurred, at which point interest would accrue at 20% per annum[406]. - Interest income rose to $182,229 in 2025, a significant increase of 297.04% from $45,897 in 2024[393]. - Interest expense surged to $785,930 in 2025 from $29,828 in 2024, an increase of 2,534.87% due to debt-related costs[393]. - Total short-term notes payable as of December 31, 2025, was $227,348, compared to $328,528 in 2024[410]. Operating Expenses - General and administrative expenses increased to $7 million in 2025 from $6.4 million in 2024, an increase of $525,464 or 8.1%[390]. - Total operating expenses were $9.4 million in 2025, down from $10.6 million in 2024, reflecting a decrease of $1.2 million or 11.3%[385]. - Cash used in operating activities was $9.2 million in 2025, compared to $8.6 million in 2024, reflecting higher working capital utilization[399]. Tax and Regulatory - The company has federal and state tax net operating loss carryforwards of $164.8 million and $138.5 million, respectively, as of December 31, 2025[368]. - The company does not have any off-balance sheet arrangements[412]. - As a smaller reporting company, the company is not required to provide information on market risk[413]. Inflation Impact - Inflation has not had a material impact on the company's operating results for the fiscal years ended December 31, 2025, and 2024[411].

Financial Performance - For the year ended December 31, 2025, the company generated total revenues of $178.9 million, with a net loss of $29.7 million and an operating loss of $35.9 million[22]. - The company reported revenues of $5.0 million from U.S. customers and $173.9 million from foreign countries for the year ended December 31, 2025, with 50.6% from Korea and 36.9% from Greater China[53]. - For the years ended December 31, 2025 and 2024, the ten largest customers accounted for 74.3% and 73.4% of net sales from the Power Solutions business, respectively[53]. - The average selling prices of semiconductor products have declined rapidly, impacting revenue and gross profit[94]. - The semiconductor industry faces macroeconomic challenges including rising inflation, increased interest rates, and supply chain disruptions, which may impact business operations[217]. Business Strategy - The company announced a strategic decision to become a pure-play Power company to drive revenue growth and improve profitability, leading to the shutdown of the Discontinued Business[23][24]. - The company plans to transition to a pure-play Power company, focusing investments on Power Analog Solutions and Power IC businesses to enhance profitability and maximize shareholder value[208]. - The company aims to broaden its customer base, particularly in high-growth regions such as China, Hong Kong, and Taiwan, while also enhancing relationships with existing customers[40]. - The sales and marketing strategy focuses on expanding relationships with leading consumer electronics OEMs while entering industrial and automotive markets[51]. - The company aims to diversify its portfolio to mitigate the impact of market volatility and competition from new entrants[201]. Product and Market Development - The Power Analog Solutions business represented 89.7% of total revenues for the fiscal year ended December 31, 2025, while the Power IC business accounted for 10.3%[33][35]. - The market for power semiconductors is expanding, driven by applications in industrial sectors and automotive technologies, including electric vehicles[36]. - The product portfolio includes MOSFETs with voltage options ranging from 12V to 900V, targeting applications in consumer electronics and automotive sectors[45]. - The IGBTs product line includes voltage options from 650V to 1200V, used in automotive and high-power industrial applications[45]. - The company expects its AC-DC/DC-DC converters to meet green power requirements with features like wide input voltage ranges and high efficiency[47]. Research and Development - The company has a substantial patent portfolio with over 950 registered patents and pending applications, supporting its competitive strengths in technology and product development[20][39]. - The company recognizes the significance of R&D talent and holds seminars to share research outcomes, enhancing semiconductor expertise among engineers[65]. - Research and development investments may not yield commercially viable products, impacting future revenue generation[101]. Operational Risks - The semiconductor industry is highly cyclical, and Magnachip's financial results may be adversely affected by downturns in demand and price erosion[81]. - The company faces risks related to the sourcing of specialized raw materials, which are often limited to a few suppliers, potentially impacting production costs[73]. - The company may incur significant costs due to cybersecurity breaches, which could materially impede operations and harm reputation[146]. - The company may face increased manufacturing costs and potential inability to fulfill customer orders due to global shortages in manufacturing capacities[113]. - The lengthy design-to-mass production cycle can lead to significant expenses without guaranteed sales, posing financial risks[100]. Compliance and Regulatory Issues - The company adheres to international labor standards, ensuring a safe and fair working environment free from discrimination[63]. - Magnachip has implemented an Occupational Health and Safety Management System certified to ISO 45001 and an Environmental Management System certified to ISO 14001[69]. - The company is subject to stringent environmental regulations, including the Korean Emissions Trading Scheme, which requires compliance with greenhouse gas emissions targets[71]. - Compliance with regulations regarding "conflict minerals" could limit the supply and increase the cost of certain raw materials used in manufacturing products[115]. - The company is subject to regular reviews and audits by the IRS and other taxing authorities, which may lead to greater scrutiny and potential adverse impacts on financial condition[121]. Employee and Workplace Culture - The workforce consisted of 711 employees as of December 31, 2025, with 163 in sales and marketing, 108 in research and development, and 411 in manufacturing[58]. - Magnachip emphasizes the importance of inclusion and diversity, fostering a workplace culture that supports all employees regardless of their background[62]. - The company invests in employee development through various training programs, requiring most employees to complete educational programs annually[64]. - Approximately 64% of the company's employees, totaling 441, were represented by the Magnachip Semiconductor Labor Unions as of December 31, 2025[108]. Financial Management - As of December 31, 2025, the outstanding intercompany loan balance between Magnachip Semiconductor, Ltd. and the Dutch subsidiary was $75.1 million[105]. - The company has not historically paid dividends and does not currently have a dividend policy, relying on stock sales for potential investment gains[162]. - The share repurchase program authorized on July 19, 2023, allows for up to $50 million in stock buybacks, which could affect stock price and cash reserves[154]. - The company has a new $50 million stock buyback program authorized on July 19, 2023, with no purchases made during the quarter ended December 31, 2025[192]. - The company’s stock performance shows a decline from 155.10 at the end of 2021 to 18.86 by the end of 2025, indicating a significant drop in value[186].

Financial Performance - For the full year 2025, W&T expects a net loss of $150.1 million, or $(1.01) per diluted share, compared to a net loss of $87.1 million, or $(0.59) per diluted share in 2024[4]. - Adjusted EBITDA for 2025 is expected to be $129.6 million, down from $153.6 million in 2024, while revenues are projected to total $501.5 million, a decrease from $525.3 million in 2024[4]. - Net loss for Q4 2025 was $27,127,000, an improvement compared to a net loss of $71,474,000 in Q3 2025[28]. - Adjusted net loss for the same period was $20,460,000, with an adjusted net loss per share of $0.14[35]. - Free Cash Flow for the three months ended December 31, 2025, was negative at $11,161,000, compared to negative $1,387,000 in the previous quarter[39]. - Free Cash Flow for Q4 2025 was $(11,161,000), a decrease from $(1,387,000) in Q3 2025 and $(10,188,000) in Q4 2024, while the full year 2025 Free Cash Flow was $1,518,000 compared to $44,869,000 in 2024[41]. Production and Sales - Production for 2025 is expected to average 34.0 MBoe/d, totaling 12.4 MMBoe, compared to 33.3 MBoe/d and 12.2 MMBoe in 2024[5]. - Net sales volumes for oil reached 1,324 MBbls in Q4 2025, up from 1,302 MBbls in Q3 2025, while natural gas volumes were 9,562 MMcf, down from 10,159 MMcf[22]. - Average daily equivalent sales increased to 36.2 MBoe/d in Q4 2025 from 35.6 MBoe/d in Q3 2025[22]. Pricing and Revenue - The average realized sales price per barrel of crude oil for 2025 is expected to be $64.09, down from $75.28 in 2024, while the average realized price for natural gas is expected to rise to $3.90 per Mcf from $2.65[6]. - Average realized sales price for oil was $57.39 per Bbl in Q4 2025, a decrease of 11.5% from $64.62 in Q3 2025[22]. - W&T's average realized sales price for natural gas, including realized commodity derivatives, is expected to be $4.32 per Mcf[17]. Assets and Liabilities - As of December 31, 2025, W&T expects total debt of $350.8 million and net debt of $210.3 million, a decrease of $73.9 million from $284.2 million at the end of 2024[7]. - Total current assets increased to $239,269,000 as of December 31, 2025, compared to $218,458,000 in 2024[25]. - Total assets decreased to $955,807,000 in 2025 from $1,098,930,000 in 2024[25]. - Long-term debt decreased to $342,355,000 in 2025 from $365,935,000 in 2024[25]. - The company has approximately $184.5 million in available liquidity, including $140.6 million in unrestricted cash[7]. Reserves and Future Cash Flows - The company's year-end 2025 proved reserves are expected to be 121.0 MMBoe, down from 127.0 MMBoe at year-end 2024, with a PV-10 value of approximately $829.2 million[9]. - The PV-10 value for proved oil and natural gas reserves as of December 31, 2025, was $1,115.3 million, down from $1,229.5 million in 2024[44]. - The standardized measure of discounted future net cash flows is expected to decrease by 12% to $651.3 million from $740.1 million at year-end 2024[10]. - The standardized measure of discounted future net cash flows was $651.3 million for 2025, compared to $740.1 million for 2024[44]. Operational Expenses - Average operating expenses per Boe were $22.40 in Q4 2025, a slight decrease from $23.27 in Q3 2025[22]. - The company reported depreciation, depletion, and amortization expenses of $28,488,000 for the three months ended December 31, 2025[39]. - The company incurred $13,318,000 in capital expenditures on an accrual basis for the three months ended December 31, 2025[40]. - The company reported a capital expenditure of $13,318,000 for Q4 2025, which was lower than $22,542,000 in Q3 2025 and $12,228,000 in Q4 2024[41]. Cash Flow and Changes - Operating cash flow for Q4 2025 was $25,940,000, compared to $26,537,000 in Q3 2025[28]. - Net cash provided by operating activities for Q4 2025 was $25,940,000, compared to $26,537,000 in Q3 2025 and a loss of $4,317,000 in Q4 2024[41]. - Changes in operating assets and liabilities resulted in a cash outflow of $21,606,000 in Q4 2025, compared to an inflow of $2,239,000 in Q3 2025 and an inflow of $11,441,000 in Q4 2024[41]. Other Considerations - The company declared a first quarter 2026 dividend of $0.01 per share, to be paid on March 26, 2026[15]. - The allowance for credit losses was $70,000 for the three months ended December 31, 2025[39]. - The allowance for credit losses was $70,000 in Q4 2025, compared to $156,000 in Q3 2025 and $118,000 in Q4 2024[41]. - Non-recurring legal and IT-related costs amounted to $613,000 in Q4 2025, a significant increase from $(52,000) in Q3 2025 and $860,000 in Q4 2024[41]. - The company recognized a loss on extinguishment of debt of $15,015,000 for the year ended December 31, 2024[35]. - The company emphasized the importance of PV-10 as a non-GAAP measure for evaluating the monetary significance of oil and natural gas properties, despite it not being a measure of financial performance under GAAP[42]. - Forward-looking statements indicate potential risks including regulatory changes, market volatility, and operational challenges that could impact future performance[45].

or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K SIDDHI ACQUISITION CORP (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Ide ...

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 year ended December 31, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001-42578 SIDDHI ACQUISITION CORP (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | ...

Production and Guidance - In FY 2025, Contango's share of production from the Manh Choh mine totaled approximately 60,200 gold equivalent ounces, including 57,315 ounces of silver[2]. - The company plans to increase total tonnes mined in FY 2026 by approximately 14% compared to FY 2025, with an estimated production of 225,000 contained ounces mined[20]. - Contango's gold production guidance for FY 2026 is estimated at 40,000 to 45,000 oz, with cash costs ranging from $1,900 to $2,000 per oz sold[21]. - For FY 2027, gold production is projected to be between 75,000 to 80,000 oz, with cash costs estimated at $1,200 to $1,300 per oz sold[21]. - Total tons mined in FY 2026 is guided at 15.5 million tons, with gold production guidance of 142,700 oz[23]. - Gold recovery rate is expected to be 93% in FY 2026 and 88% in FY 2027[23]. Financial Performance - The company reported a net loss of $36.1 million for FY 2025, with an adjusted net income of $73.0 million and total income from operations of $69.1 million[2][18]. - Cash costs per ounce sold were $1,459, and all-in sustaining costs were $1,616, aligning with the 2025 guidance of $1,625 per ounce sold[3][15]. - Adjusted net income for the year is projected at $73 million, reflecting the underlying operating performance of the core mining business[28]. Cash Position and Distributions - The unrestricted cash position as of December 31, 2025, was $64.8 million, a significant increase from $20.0 million as of December 31, 2024[2][19]. - Cash distributions from the Peak Gold JV are estimated to be between $48 million and $54 million in FY 2026 and between $165 million and $175 million in FY 2027[20]. - Cash distributions from the Peak Gold JV are expected to be between $48 million to $54 million in FY 2026, increasing to $165 million to $175 million in FY 2027[21]. Strategic Plans - The company aims to be completely un-hedged by the end of FY 2026, with less than $10 million remaining on its Credit Facility[20]. - Contango plans to deliver 11,000 oz of gold into hedge contracts in FY 2026 and aims to be fully unhedged by early FY 2026[22]. - The company forecasts to completely pay off its Credit Facility by early 2027[22]. Project Developments - The Johnson Tract project has a post-tax net present value of $615.4 million and a pay-back period of 1.3 years at a $4,000 gold price[5]. - The company commenced an underground diamond drilling program at the Lucky Shot project in Q4 2025, targeting 400,000 to 500,000 measured and indicated gold ounces[4]. - The Dolly Varden merger is expected to close in late March 2026, creating a combined entity named Contango Silver & Gold Inc.[17]. Joint Ventures - Contango holds a 30% interest in the Peak Gold JV, which leases approximately 675,000 acres for exploration and development[31].

Industry Challenges - The foodservice distribution industry is characterized by low margins and high inventory turnover, with significant inflation or deflation impacting profitability [90]. - Changes in U.S. trade policy, including tariffs, could adversely affect operating results and supply chain costs, potentially leading to increased sales prices [91][92]. - Increased competition in the foodservice distribution industry may lead to reduced margins and loss of market share, particularly in the niche market serving Asian restaurants [98][99]. - Volatile fuel prices could adversely affect operating results, with potential difficulties in passing increased costs to customers [100]. - Discretionary consumer spending reductions could negatively impact sales from Asian restaurants, affecting overall demand for products [101]. - Economic downturns in the U.S. could materially affect financial condition and results of operations due to geographic concentration of operations [97]. Labor and Operational Risks - A shortage of qualified labor could negatively impact business operations and increase wage costs, affecting overall profitability [94][96]. - Labor costs are a considerable portion of the company's operating expenses, and increases in these costs could adversely affect financial performance [124]. - The company faces risks associated with rising interest rates, which could negatively impact customer demand and overall economic activity [130]. Supply Chain and Compliance Risks - Reliance on third-party suppliers poses risks of supply interruptions and increased product costs, which could adversely affect sales [102][103]. - The company is subject to various federal, state, and local regulations, and non-compliance could result in significant fines and operational restrictions [125]. - The company may face product liability claims and recalls, which could lead to unexpected expenditures and damage to its reputation [126]. Financial Performance and Reporting - The company recorded a goodwill impairment charge of $38.8 million during the year ended December 31, 2025, indicating a significant decline in the fair value of its reporting unit [133]. - The company has identified material weaknesses in its internal control over financial reporting, which could undermine investor confidence and affect financial reporting reliability [145]. - As of December 31, 2025, the company’s aggregate floating rate debt was $57.9 million, representing 35.7% of total debt, with a potential interest expense change of approximately $0.6 million per year for a 1% rate change [231]. Strategic Growth and Acquisitions - The company’s growth strategy relies heavily on future acquisitions of distributors or wholesalers to expand its customer base and access untapped market regions [136]. - There is significant competition for acquisition opportunities, with many well-financed entities actively seeking desirable targets, which may affect the terms of potential acquisitions [139]. - Significant acquisitions may require additional debt or equity financing, potentially altering the company’s debt-to-equity ratio and increasing interest expenses [137]. - The company’s ability to pursue acquisitions is limited by its financial resources, necessitating additional financing to continue its acquisition strategy [141]. - The company faces risks related to the integration of acquired businesses, which could disrupt operations and dilute shareholder value [142]. Cybersecurity and Technology Risks - Cybersecurity incidents could disrupt business operations and lead to significant reputational and financial harm [107][111]. - The company is exposed to cybersecurity risks due to its expanding information technology initiatives, which could affect its operations if not properly managed [112]. - The company utilizes AI tools, increasing the risk of unauthorized data access and potential compliance issues with evolving AI regulations [113]. Related-Party Transactions - Related-party transactions may create conflicts of interest that could adversely affect the company's financial condition and operations [116]. Real Estate and Asset Management - As of December 31, 2025, the company owned approximately 0.9 million square feet of distribution centers, representing 67% of total square footage, with the remaining 33% under leasing arrangements [119]. - Average diesel fuel prices decreased by 2.6% in 2025 compared to 2024, but future price fluctuations remain unpredictable and could impact operating costs [232]. - The company does not actively hedge diesel fuel price fluctuations but aims to minimize risks through delivery route optimization and fleet utilization improvements [233]. Shareholder Influence - Zhou Min Ni, the former Chairman, holds approximately 22% of the company’s common stock, giving him significant influence over shareholder decisions, which may not align with other shareholders' interests [148].