Financial Performance - Full year 2025 consolidated revenue was $1.4 billion, with fourth quarter revenue of $347 million, representing a decrease from $1.5 billion in 2024[12]. - Full year net income for 2025 was $21 million, down from $35.5 million in 2024, while Adjusted EBITDA increased to $260 million from $258.4 million[15]. - Total revenue for Q4 2025 was $346.5 million, a 7.5% increase from $322.2 million in Q3 2025 and a slight decrease from $349.0 million in Q4 2024[41]. - Gross profit for Q4 2025 was $45.3 million, compared to $43.6 million in Q3 2025 and $44.2 million in Q4 2024, indicating a stable gross margin[41]. - Net loss attributable to Select Water Solutions, Inc. for Q4 2025 was $0.35 million, a decrease from a net income of $2.68 million in Q3 2025 and a loss of $1.64 million in Q4 2024[41]. - Total assets increased to $1.60 billion in 2025 from $1.37 billion in 2024, reflecting a growth of 16.7%[43]. - Long-term debt rose significantly to $285.0 million in 2025 from $85.0 million in 2024, indicating increased leverage[43]. - Total liabilities increased to $668.5 million in 2025 from $450.7 million in 2024, indicating a rise in financial obligations[43]. Segment Performance - Water Infrastructure segment revenues for 2025 were $313 million, up 8% year-over-year, while Chemical Technologies revenues reached $308 million, up 19% year-over-year[1]. - The Water Services segment generated revenues of $178.3 million in Q4 2025, a 7% sequential increase, driven by temporary water transfer volumes[22]. - The Chemical Technologies segment achieved record quarterly revenues of $87 million in Q4 2025, with gross margins before D&A at 20.3%[23]. - Select Water Solutions, Inc. plans to focus on expanding its Water Services segment, which generated $178.3 million in revenue for Q4 2025, up from $166.9 million in Q3 2025[41]. Cash Flow and Investments - Cash flow from operations for 2025 was $214.7 million, down from $234.9 million in 2024, with Q4 cash flow at $65.5 million[24]. - Net capital expenditures for 2025 were $279.3 million, significantly higher than $157.3 million in 2024, indicating aggressive investment in infrastructure[25]. - Cash used in investing activities totaled $71,256 million, compared to $126,212 million in the prior quarter[45]. - The company experienced a net cash outflow of $404,962 million from investing activities for the year, compared to $318,623 million in the previous year[45]. Liquidity and Borrowings - Total cash and cash equivalents decreased to $18.1 million as of December 31, 2025, from $20.0 million as of December 31, 2024[29]. - Total borrowings under the sustainability-linked credit facility increased to $320 million as of December 31, 2025, compared to $85 million as of December 31, 2024[29]. - Total liquidity improved to $163.6 million as of December 31, 2025, up from $134.8 million as of December 31, 2024[31]. - The borrowing base under the sustainability-linked credit facility increased to $235.1 million as of December 31, 2025, from $218.8 million in the prior year[30]. - Available borrowing capacity under the sustainability-linked credit facility rose to approximately $145.5 million as of December 31, 2025, compared to $114.8 million in the previous year[30]. Operational Developments - The company achieved over one billion barrels of cumulative produced water recycled, contributing to over 800% revenue growth in the Water Infrastructure segment since 2021[2]. - The company executed new long-term contracts expected to add 14 miles of pipeline, 3.5 million barrels of storage, and 55,000 barrels per day of disposal capacity by the end of Q2 2026[32]. - Select signed 10- and 7-year produced water handling agreements, including the construction of eight miles of pipeline and two million barrels of storage capacity, expected to be operational by the end of Q2 2026[33]. - A disposal permit acquisition added 30,000 barrels per day of disposal capacity and 1.5 million barrels of storage capacity to the Northern Delaware network[34]. - The company acquired disposal facilities in Winkler County, TX, adding 25,000 barrels per day of disposal capacity to support infrastructure growth[35]. - A 15-year agreement was signed to construct produced water gathering pipeline infrastructure, supported by a 9.6-million-barrel minimum volume commitment[36]. Changes in Accounts and Expenses - Accounts receivable decreased to $264.0 million in 2025 from $281.6 million in 2024, suggesting improved collection or reduced sales[43]. - Total equity-based compensation for the year was $19,875 million, down from $26,358 million in the previous year[45]. - Interest expense for the three months ended September 30, 2025, was $6,697 thousand, compared to $5,963 thousand in the same period of 2024, an increase of 12.3%[50]. - Depreciation, amortization, and accretion increased to $52,358 million from $44,888 million in the prior quarter[45].

Fleet and Operations - As of December 31, 2025, the company had a total compression fleet horsepower of 3.9 million, which increased to 4.9 million after the J-W Power Acquisition[21][41]. - The J-W Power Acquisition was completed on January 12, 2026, for approximately $860 million, adding 1.0 million total horsepower to the fleet[32][33]. - The company operates under fixed-fee contracts, with initial terms typically ranging from six months to five years, enhancing cash flow stability[27]. - The average age of the compression units in the fleet was approximately 13 years as of December 31, 2025, with a potential useful life extending decades[25]. - The company’s compression units are primarily powered by Caterpillar engines, with larger-horsepower units (≥400 HP) representing 87.6% of total fleet horsepower[38]. - The company has a modern fleet designed for operational flexibility, allowing for rapid deployment and adaptation to customer needs[29]. - The company’s compression units are equipped with remote monitoring capabilities to enhance operational efficiency and reduce downtime[42]. - The company shares certain services with Energy Transfer, which owns 32% of its common units, promoting operational efficiencies[34][35]. Financial Performance - Approximately 46% of total revenues for the year ended December 31, 2025, came from the ten largest customers[47]. - The company requires available cash of $76.1 million per quarter, or $304.4 million per year, to maintain its current distribution rate of $0.525 per common unit per quarter[90]. - The company had total debt of $2.5 billion as of December 31, 2025, net of amortized deferred financing costs[101]. - The Credit Agreement has an aggregate commitment of up to $1.75 billion, with outstanding borrowings of $795 million as of December 31, 2025[102]. - The company’s ten largest customers accounted for approximately 46%, 41%, and 39% of total revenues for the years ended December 31, 2025, 2024, and 2023, respectively[96]. - A one percent increase in the effective interest rate would result in an annual increase in interest expense of approximately $8 million[107]. - The company’s leverage ratio under the Credit Agreement was 4.00x as of December 31, 2025, with financial covenants requiring a maximum leverage ratio of 5.50 to 1.00[104]. - Approximately 19% of the company’s compression services revenue for the year ended December 31, 2025, was provided on a month-to-month basis[100]. Market and Competition - The compression services market is highly competitive, with numerous smaller companies able to adapt quickly and adopt aggressive pricing policies, impacting the company's market share and cash flow[50]. - The company may face significant competition that could adversely affect its market share and cash available for distribution[97]. - The company faces risks related to a reduction in demand for natural gas or crude oil, which could adversely affect service demand and revenue[86]. - The company has several key customers, and the loss of any of these customers would result in decreased revenue and cash available for distribution[86]. Environmental and Regulatory Risks - Compliance with stringent environmental regulations may expose the company to significant costs and liabilities, potentially impacting operations and financial position[53][54]. - The company is subject to new air emissions regulations, which could require additional expenditures for pollution control equipment, affecting customer operations and demand for services[59][60]. - The Inflation Reduction Act of 2022 imposed a methane emissions charge on certain facilities, but the company does not expect this to materially affect its financial position[63]. - The company actively pursues opportunities to reduce its environmental footprint, including dual-drive technology that allows switching between electric motors and natural gas engines to lower emissions[70]. - The company is subject to substantial environmental regulation, and changes in these regulations could increase costs or liabilities, impacting service demand[89]. - Environmental regulations may increase costs or liabilities for the company and its customers, leading to decreased demand for services[147]. - New regulations under the Clean Air Act could result in increased compliance costs, negatively impacting the company's financial condition and results of operations[152]. - The company faces potential penalties for noncompliance with environmental laws and regulations, which could adversely affect its operations[148]. - Legislative changes regarding hydraulic fracturing could lead to delays or restrictions on natural gas production, adversely impacting the company's revenue[166]. - Climate change legislation may impose increased compliance costs and operational restrictions, materially affecting cash flows and results of operations[156]. - Increased regulation of hydraulic fracturing could result in reduced natural gas production by customers, negatively impacting the company's revenue[166]. - The company may experience increased insurance costs or difficulty obtaining coverage due to climate-related weather events, adversely affecting financial condition[159]. - Focus on ESG matters may lead to increased costs and reduced demand for fossil fuels, negatively impacting the company's services and profits[163]. - The company could face operational delays and increased costs due to new regulations or interpretations of existing laws, adversely affecting revenue[168]. Employee and Operational Management - As of December 31, 2025, USA Compression Management Services had 885 full-time employees, with an additional 594 employees added from the J-W Power Acquisition[77]. - The company has a strong commitment to safety, with a culture that promotes employee empowerment and accountability in safety practices[82]. - The company’s operations are governed by the Occupational Safety and Health Act (OSHA) and similar state laws, ensuring employee health and safety[76]. Acquisition and Integration Risks - Integration of assets from past acquisitions, such as the J-W Power Acquisition, can be complex and may adversely affect business operations if not managed properly[89]. - The integration of assets from the J-W Power Acquisition may be complex and costly, potentially affecting financial performance if not executed timely[119]. - The shared services model implementation with Energy Transfer may disrupt operations and require significant management attention, potentially affecting financial reporting[140]. Financial and Tax Considerations - The company is subject to restrictive covenants in its Credit Agreement, which may limit operational flexibility and ability to capitalize on business opportunities[115]. - The company's tax treatment as a partnership is crucial; if treated as a corporation, cash available for distribution could be substantially reduced[198]. - Changes in state laws may impose additional entity-level taxation, negatively impacting cash available for distribution[199]. - The IRS is currently examining the company's federal income tax returns for 2019 and 2020, which could affect cash available for distribution if adjustments are made[207]. - Non-U.S. unitholders are subject to U.S. taxes and withholding on income and gains, with distributions potentially subject to a combined withholding tax rate[214]. - The company treats each purchaser of common units as having the same tax benefits, which could be challenged by the IRS, adversely affecting the value of common units[216]. - The company prorates items of income, gain, loss, and deduction for federal income tax purposes based on unit ownership on the first day of each month[217]. - The IRS may challenge the company's proration method, potentially altering the allocation of income, gain, loss, and deduction among unitholders[217]. - Certain deductions for depreciation, gain or loss on asset sales, and other extraordinary items are allocated based on ownership on the Allocation Date[217]. - A unitholder whose common units are subject to a securities loan may be considered to have disposed of those units[218]. Governance and Unitholder Rights - Common unitholders have limited voting rights, with only 32% of outstanding common units owned by Energy Transfer, making it difficult to remove the General Partner[170]. - The General Partner has the authority to make decisions that may not favor the interests of common unitholders, including the ability to incur nonrecourse obligations[173]. - The Partnership Agreement allows the General Partner to issue additional limited partner interests without unitholder approval, potentially diluting existing ownership interests[183]. - As of December 31, 2025, the General Partner and its affiliates own approximately 36% of the outstanding common units, which may affect the market price and trading dynamics[185]. - The Partnership Agreement limits the fiduciary duties of the General Partner, allowing it to prioritize its own interests over those of the unitholders[174]. - Unitholders may face liability for distributions that exceed the fair value of the company's assets, as per Delaware law[189]. - The General Partner can transfer its interest to a third party without unitholder consent, potentially altering control over the company[181]. - An increase in interest rates may negatively impact the market price of the common units, affecting investor interest and distribution capabilities[182]. - The General Partner has the right to call and purchase all common units not owned by it if it owns more than 80% of the units, which could force unitholders to sell at unfavorable times[185]. - The Partnership Agreement restricts the remedies available to unitholders for actions that may constitute breaches of fiduciary duty by the General Partner[177]. - The Partnership Agreement designates the Court of Chancery of the State of Delaware as the exclusive forum for certain actions, potentially limiting unitholders' ability to choose their judicial forum[190]. - The exclusive forum provision does not apply to suits enforcing liabilities created by the Securities Act of 1933 or the Exchange Act, which have exclusive federal jurisdiction[191]. - The enforceability of the exclusive forum provision may be challenged, potentially incurring additional costs for the company if found inapplicable[192]. - The NYSE does not require the company to comply with certain corporate governance requirements, which may limit protections for unitholders[193].

Tenant and Lease Information - Approximately 46.3% of rentable square feet at consolidated properties and 9.3% at unconsolidated joint venture properties are scheduled to expire by December 31, 2030, with annualized escalated rent totaling $316.3 million and $206.3 million respectively[83]. - Five properties accounted for 36.6% of the portfolio's annualized cash rent as of December 31, 2025[87]. - The five largest tenants represented 15.2% of the portfolio's annualized cash rent, with Paramount Global alone accounting for 5.3%[89]. - Annualized cash rents from properties held through long-term leases or operating sublease interests totaled $225.2 million, representing 15.9% of total portfolio annualized cash rent as of December 31, 2025[86]. - Only 2.2% of the portfolio's annualized cash rent was generated by retail properties as of December 31, 2025, indicating limited exposure to retail market risks[91]. - The occupancy rate for Manhattan consolidated office properties was 87.8%, with an economic occupancy rate of 82.5%[163]. - The company has a total of 23.3 million rentable square feet in Manhattan office properties, with a combined occupancy rate of 93.0%[163]. - The total annualized cash rent for expiring leases in 2026 is projected to be $55.69 million, accounting for 9.5% of total annualized cash rent[173]. - The total square footage of expiring leases in 2026 is 810,056 square feet, which is 9.7% of the total square footage[173]. - The total annualized cash rent for the retail properties is $40.82 million, with an occupancy rate of 84.8%[165]. - The total annualized contractual cash rent for residential properties is $45.34 million, with an occupancy rate of 98.7%[165]. - The total square footage for suburban consolidated office properties is 732,800 square feet, with a leasing rate of 79.4%[164]. - The total square footage for the alternative strategy portfolio properties is 2,509,307 square feet, with a leasing rate of 59.3%[165]. - The total annualized cash rent for development/redevelopment properties is $13.05 million, with an occupancy rate of 14.1%[164]. - As of December 31, 2025, the company had 966 tenants across various sectors, contributing to a diversified tenant base[177]. - The total annualized cash rent from expiring leases is $1,311,710,716, with a weighted average rent per square foot of $99.71[175]. - The largest tenant, Paramount Global, contributes 4.4% of the company's annualized cash rent, with a total of $62,335 from 1,604,544 square feet[178]. Financial Performance - Rental revenue increased to $601.3 million in 2025, up 6.8% from $563.2 million in 2024, with a $38.1 million increase[208]. - Total revenues reached $1,003.0 million in 2025, reflecting a 13.2% increase from $886.3 million in 2024, with a $116.7 million increase[208]. - Property operating expenses rose to $405.6 million in 2025, a 18.5% increase from $342.4 million in 2024, with a $63.2 million increase[208]. - Operating income before equity in net income from unconsolidated joint ventures was $374.5 million in 2025, an 8.3% increase from $345.9 million in 2024[208]. - The company reported a net loss of $96.9 million in 2025, compared to a net income of $30.2 million in 2024, representing a 420.9% decrease[208]. - Investment income rose to $29.4 million in 2025, a 20.5% increase from $24.4 million in 2024[208]. - The company experienced a significant increase in transaction-related costs, which rose to $13.9 million in 2025, compared to $0.4 million in 2024, marking a 3,375.0% increase[208]. - Equity in net loss from unconsolidated joint ventures improved to a loss of $56.1 million in 2025, a 68.8% decrease from a loss of $179.7 million in 2024[208]. - Cash provided by operating activities decreased from $129.6 million in 2024 to $82.9 million in 2025, a decline of 35.9%[240]. - Funds from Operations (FFO) attributable to SL Green common stockholders for the year ended December 31, 2025, was $437.7 million, compared to $569.8 million in 2024 and $341.3 million in 2023[273]. Debt and Liquidity - The total principal amount of consolidated indebtedness was $4.0 billion as of December 31, 2025, including $1.2 billion in unsecured bank term loans and $2.1 billion in non-recourse mortgages[107]. - As of December 31, 2025, the total principal amount of indebtedness outstanding at joint venture properties was $12.5 billion, with the company's proportionate share being $5.9 billion[107]. - Scheduled debt payments could adversely affect cash flow, with $555.1 million of consolidated mortgage debt maturing in 2026[110]. - The company has a total mortgage debt, excluding joint venture debt, consisting of $2.1 billion in fixed rate debt with an effective weighted average interest rate of 5.40% as of December 31, 2025[250]. - As of December 31, 2025, the company had liquidity of $781.9 million, consisting of $602.5 million available under the revolving credit facility and $179.4 million in consolidated cash on hand[237]. - The total debt as of December 31, 2025, was $4.04 billion, with fixed rate debt comprising 90.9% and variable rate debt 9.1%[247]. - A hypothetical 100 basis point increase in interest rates would increase net annual interest costs by $2.3 million and joint venture annual interest costs by $4.5 million[112]. - The effective interest rate for total debt increased from 5.17% in 2024 to 5.34% in 2025[247]. - The company’s consolidated long-term debt as of December 31, 2025, was $3.7 billion, with variable rate debt indexed to SOFR accounting for 76.0% of the total debt portfolio[263][261]. Regulatory and Compliance Risks - The company is subject to significant costs to comply with climate change-related regulatory initiatives, particularly in New York City, which could lead to material fines if emissions reductions are not met[105]. - The company expects to be compliant with New York City's Local Law 97 through 2029, with no material financial impact anticipated for the properties[105]. - New York City enacted Local Law 97, setting carbon caps for large buildings starting in 2024, aiming for a 40% reduction in greenhouse gas emissions by 2030 and 80% by 2050[276]. - The company is subject to risks related to compliance with evolving laws and regulations, which may increase general and administrative expenses[143]. - Changes in U.S. federal income tax laws could materially and adversely affect the company and its stockholders[148]. - The company may incur significant costs to comply with various federal, state, and local environmental and health and safety laws[140]. Cybersecurity and Operational Risks - The cybersecurity program is designed to protect the company's information assets and operations from external and internal threats, with a risk-based approach implemented across all levels[155]. - The company has experienced cyber incidents in the past, but they were not material and are not expected to affect the business strategy or financial condition[158]. - The company maintains a cybersecurity incident response plan and monitoring program to support senior leadership and the Board[156]. - The company has implemented various measures to manage cybersecurity risks, including external testing and assessments of its cybersecurity program[155]. - The Audit Committee of the Board provides compliance oversight to the company's risk assessment and management policies[159]. Shareholder and Stock Information - The company has a stock ownership limit where no single stockholder can own more than 9.0% of the common stock to maintain REIT qualification[124]. - The trading price of the company's common stock ranged from $41.53 to $68.38 per share between January 1, 2025, and December 31, 2025[145]. - Future issuances of common stock or preferred stock could dilute existing stockholders' interests without requiring stockholder approval[146]. - The company has a share repurchase program of $3.5 billion, with 36,107,719 shares repurchased as of December 31, 2025[188]. - The company must distribute at least 90% of its taxable income to maintain REIT status, and it has consistently paid dividends since its IPO[186]. - The company expects to pay dividends to stockholders based on distributions received from its Operating Partnership, maintaining a minimum of 90% of REIT taxable income to qualify as a REIT[265]. Property and Development Insights - The company owned or held interests in 16 consolidated commercial office buildings totaling approximately 9.5 million rentable square feet as of December 31, 2025[161]. - The company categorizes properties into Same-Store, Acquisition, and Disposed categories to analyze performance effectively[207]. - SL Green Realty Corp. capitalizes costs related to property development and redevelopment, including construction and interest costs, until projects are substantially complete[199]. - The company assesses its investments for recoverability and writes down any investment to fair value if a loss is determined to be other than temporary[203]. - The company evaluates its real estate properties for impairment quarterly, considering factors such as market conditions and occupancy rates[200]. - The company may originate loans for real estate acquisition and development, accounting for them as real estate investments under the equity method when applicable[204]. - The company has developed a revised TCFD report in 2024, expanding on physical and transition risks and opportunities[277]. - The active development pipeline is set to establish standards for sustainable new construction and responsible community engagement[278]. - The company aims to manage and mitigate climate-related risks to increase the financial value of its buildings[278]. - The company leverages operational excellence to incorporate innovative design and technological solutions[278]. Market and Economic Conditions - Economic volatility and higher interest rates could adversely affect the company's liquidity and financial condition, impacting access to credit and property values[92]. - The company faces significant competition for tenants, with competitive factors including rent, location, and lease terms[84]. - The company may face challenges in acquiring properties due to competition from other investors, which could limit growth opportunities[95]. - Construction projects are subject to delays and increased costs, which could materially affect results of operations[90]. - The company relies on major properties and tenants for revenue, making it vulnerable to their financial stability and potential defaults[88][89].

Dividend Declaration - Declared a cash dividend of $0.50 per share for Q4 2025, the highest level since Q4 2022, marking the 26th consecutive quarterly dividend[6]. - The financial results for the year ending December 31, 2025, will be critical for determining the tax treatment of declared dividends[75]. - The company plans to evaluate its dividend policy based on quarterly financial performance and market developments[75]. - The timing and amount of dividends may vary due to cash flow fluctuations and required capital expenditures[75]. - The company is preparing to analyze potential dividends for Q1 2026 based on current fixtures and estimated expenses[75]. Financial Performance - Generated Q4 adjusted EBITDA of $42.0 million, the highest quarterly level since Q4 2022, with net income of $15.4 million and basic earnings per share of $0.35[8][30]. - The Company recorded a net loss of $4.4 million or $0.10 basic and diluted net loss per share for the twelve months ended December 31, 2025, compared to a net income of $76.4 million or $1.77 and $1.75 basic and diluted earnings per share for the same period in 2024[40]. - Revenue decreased to $342.1 million for the twelve months ended December 31, 2025, down from $423.0 million in 2024, primarily due to lower rates earned and a smaller fleet[41]. - EBITDA for the twelve months ended December 31, 2025, amounted to $82.6 million, a decrease from $155.4 million in the prior year[46]. - Adjusted net income for the three months ended December 31, 2025, was $17,332 thousand, with adjusted net earnings per share of $0.40[64]. - EBITDA for the twelve months ended December 31, 2025, was $82,640 thousand, down from $155,386 thousand in 2024, reflecting a decline of 46.8%[64]. Revenue and Fleet Performance - Voyage revenues for Q4 2025 increased to $109.9 million, up from $99.2 million in Q4 2024, primarily due to higher rates and a larger fleet[32]. - The average daily time charter equivalent increased to $20,064 for the three months ended December 31, 2025, compared to $18,007 in the same period of 2024[64]. - Fleet utilization improved to 99.1% for the three months ended December 31, 2025, compared to 96.9% in the same period of 2024[64]. - The total number of vessels at the end of the period increased to 43 in December 2025, compared to 42 in December 2024[64]. - The fleet will consist of 45 vessels with an average age of 12.7 years and an aggregate capacity of approximately 5,044,000 dwt after the expected delivery of two Newcastlemax vessels in March 2026[53]. Expenses and Liabilities - Vessel operating expenses decreased to $98.5 million for the twelve months ended December 31, 2025, from $101.6 million in 2024, with DVOE at $6,395 compared to $6,440 in 2024[43]. - General and administrative expenses increased to $30.8 million for the twelve months ended December 31, 2025, from $29.1 million in 2024[44]. - Depreciation and amortization expenses rose to $76.2 million for the twelve months ended December 31, 2025, compared to $68.7 million in 2024[45]. - Long-term debt increased significantly to $189,080 thousand as of December 31, 2025, from $82,175 thousand in 2024, representing a growth of 130.0%[61]. - Total current liabilities rose to $45,669 thousand as of December 31, 2025, up from $40,660 thousand in 2024, indicating a growth of 12.4%[61]. Liquidity and Capital Expenditures - Strong liquidity position of $455.5 million as of December 31, 2025, consisting of $55.5 million in cash and $400 million of undrawn revolver availability[17]. - Estimated Q1 2026 TCE to date is projected to be the highest since 2024, with an increase of over 50% year-over-year[7]. - The Company plans to incur capital expenditures related to drydocking and upgrades, estimating total costs of $18.76 million for Q1 2026[54]. - The Company made drawdowns of $100.0 million and $10.0 million on the $600 Million Revolver and the $500 Million Revolver, respectively, during 2025[50]. Market Outlook and Risks - Company remains optimistic about the strength of the drybulk market in 2026, supported by strategic acquisitions and a focus on shareholder returns[7]. - The company anticipates potential declines in demand within the drybulk shipping industry, which could materially affect future performance[75]. - The company expects that changes in drybulk shipping rates may impact its financial results significantly[75]. - The ongoing geopolitical conflicts, including the war in Ukraine and the Israel-Hamas war, may affect the company's operations and market conditions[75]. - The company is assessing the impact of new sulfur emissions regulations on fuel costs and operational efficiency[75]. - The company is monitoring the adequacy of its insurance arrangements, which could influence operational costs and risk management[75].

Financial Performance - As of December 31, 2025, the aggregate assets under management reached approximately $813.3 billion, representing a 15% increase from $707.9 billion in 2024[159][169]. - For the fiscal year 2025, average assets under management increased to $764.2 billion, a 9% rise from $700.5 billion in 2024[169]. - Aggregate fees for 2025 totaled $6,167.5 million, an 18% increase compared to $5,236.0 million in 2024[169][170]. - Net income for 2025 was $904.0 million, reflecting a 22% increase from $740.6 million in 2024[182]. - Adjusted EBITDA (controlling interest) rose to $1,076.8 million in 2025, an 11% increase from $973.1 million in 2024[184]. - Economic net income (controlling interest) increased by 10% to $769.3 million in 2025, up from $701.6 million in 2024[187]. - Consolidated revenue reached $2,074.4 million in 2025, a 2% increase from $2,040.9 million in 2024, attributed to a 1% rise in asset-based fees and performance-based fees[190]. - Total consolidated expenses for 2025 were $1,805.4 million, up from $1,507.8 million in 2024, indicating an increase of about 19.7%[300]. - Earnings per share (diluted) for 2025 was $22.74, an increase from $15.13 in 2024, representing a growth of approximately 50.5%[300]. Investments and Partnerships - In 2025, the company entered into four new partnerships with independent firms managing approximately $23 billion in alternative strategies[160]. - The company completed minority investments in NorthBridge Partners and Verition Fund Management, enhancing its portfolio in private markets and multi-strategy investments[161]. - Client cash inflows and commitments for 2025 amounted to $160.9 billion, with net client cash flows of $28.7 billion[173]. - Client demand for alternative strategies continued to grow, with significant net inflows into liquid alternatives and private markets fundraising[171]. - The company expects its business mix to evolve further, expanding exposure to in-demand strategies in both private markets and liquid alternatives[172]. Cash Flow and Capital Management - Cash and cash equivalents stood at $586.0 million as of December 31, 2025, supported by cash generated from operations and proceeds from affiliate transactions totaling approximately $490 million[228]. - For the year ended December 31, 2025, operating cash flow was $973.2 million, primarily from net income of $904.0 million adjusted for non-cash items of $424.5 million and distributions of earnings from equity method investments of $467.8 million[232]. - Cash flows used in investing activities for 2025 were $206.1 million, mainly due to $776.0 million of investments in affiliates and $103.8 million of purchases of investment securities, partially offset by $403.8 million of cash proceeds from affiliate transactions[233]. - Financing cash flows for 2025 were $1,148.7 million, primarily due to repayment of senior bank debt and matured senior notes of $826.1 million, and $706.3 million of common stock repurchases[234]. - The company plans to continue investing in new and existing affiliates, return capital through share repurchases, and manage debt repayment and distributions to equity holders[229]. Debt and Equity Management - As of December 31, 2025, the total carrying value of outstanding indebtedness was $2,728.7 million, with a weighted average maturity of 22 years for senior and junior subordinated notes[238]. - The company had a $1.25 billion revolver maturing on November 15, 2029, with the ability to increase commitments by up to $500.0 million[239]. - The company repurchased 3.3 million shares of common stock at an average price of $212.92 per share in 2025, with a total of 6.0 million shares available for repurchase under authorized programs[237]. - The company issued $425.0 million of 2036 senior unsecured notes on December 11, 2025, with interest payable beginning August 15, 2026[242]. Impairments and Valuation - The Company recorded an impairment expense of $70.0 million in total for indefinite-lived acquired client relationships in 2025 due to declines in assets under management[264][265]. - In the first quarter of 2025, an impairment expense of $59.2 million was recorded for indefinite-lived acquired client relationships due to a decline in fair value, with revenue growth rates projected between (21)% to 0%[264][265]. - In the fourth quarter of 2025, an additional impairment expense of $37.0 million was recorded for certain mutual fund assets, with revenue growth rates projected between (34)% to 0%[265]. - The carrying value of acquired client relationships (net) decreased from $1,777.8 million in 2024 to $1,639.3 million in 2025, reflecting a decline of about 7.8%[304]. Tax and Regulatory Matters - Income tax expense rose by $99.7 million or 55% in 2025, with an effective tax rate of 27.5%, up from 25.5% in 2024, due to unrecognized tax benefits and non-deductible compensation expenses[212][214]. - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2025, and determined it was effective[279]. - The Company maintained effective internal control over financial reporting as confirmed by an independent audit[280]. Currency and Interest Rate Sensitivity - A 1% change in the value of assets under management would result in a $17.2 million change in asset-based fees for consolidated revenue and a $27.0 million change for equity method revenue[272]. - A 1% change in interest rates would have resulted in a $205.9 million net change in the fair value of fixed-rate securities as of December 31, 2025[273]. - A 1% change in foreign currency exchange rates would have resulted in an $8.4 million change to stockholders' equity for the pound sterling, $1.9 million for the Canadian dollar, and $4.8 million for the euro[275].

Financial Performance - For the year ended December 31, 2025, consolidated revenues were $1,423,019,000, reflecting a loss of $29,620,000 from the parent company[431]. - Net income for the year was reported at $321,712,000, with income applicable to common stockholders also at $321,160,000[431]. - The company declared preferred stock dividends totaling $552,000, impacting the overall net income[431]. - The company reported comprehensive income of $328,644,000, which includes other comprehensive losses of $6,932,000[431]. - Total liabilities were recorded at $3,560,645,000, with current liabilities at $231,564,000 and long-term debt at $268,627,000[431]. - Deferred tax liabilities amounted to $246,425,000, indicating potential future tax obligations[431]. - The cost of sales for the same period was $640,799,000, resulting in a gross profit margin that indicates significant operational costs[431]. - As of December 31, 2025, total assets amounted to $3,560,645,000, with cash and cash equivalents at $241,558,000[431]. Legal and Regulatory Risks - The company is currently involved in ongoing legal disputes that may materially adversely affect its operations and financial results[18]. - The company’s operations are subject to complex and evolving environmental laws, which could impose significant costs and threaten existing operations[18]. Market and Customer Dependency - The company derives a significant amount of revenue from a relatively small number of customers, which could expose it to risks if those customers reduce purchases[16]. - A substantial or extended decline in metals prices could materially adversely affect the company's financial results[16]. Environmental and Operational Liabilities - The company has estimated its liabilities for environmental, reclamation, and closure costs, which could significantly increase and adversely affect financial results[15][415]. - The company’s mineral reserves and resources are subject to critical estimates, which are influenced by future metals prices and engineering assessments[416][417]. Strategic Initiatives and Future Outlook - The company completed the acquisition of Alexco Resource Corp. in 2022, which may not yield all anticipated benefits[19]. - Forward-looking statements indicate potential growth and strategic initiatives, although specific future projections were not detailed in the provided content[432]. - The company is evaluating the impact of new accounting standards on its consolidated financial statements and disclosures[424][425]. Financial Management - The company utilizes financially-settled forward contracts and options to manage exposure to changes in prices for silver, gold, zinc, and lead[414]. - The company has faced losses that may recur, impacting the recognition of deferred tax assets related to net operating loss carryforwards[16].

Financial Performance - In 2025, Gallagher generated approximately $67 billion in market capitalization, with revenues from the brokerage segment accounting for 87% and the risk management segment for 13%[26][25]. - The brokerage segment's retail insurance operations contributed 75% of its revenues, with significant lines including general liability, health and welfare, and cyber liability[31]. - Gallagher Re, the reinsurance brokerage operations, accounted for 12% of the brokerage segment revenues in 2025, operating from over 77 offices across 27 countries[36]. - The risk management segment generated 13% of total revenues, with 59% from workers' compensation-related claims and 34% from general and commercial auto liability-related claims[42]. - In 2025, total compensation expenses were $6,660 million for the brokerage segment and $974 million for the risk management segment, representing 55% and 61% of their respective revenues[53]. - The company anticipates revenue growth from cross-selling brokerage products, expanding niche/practice groups, and pursuing mergers and acquisitions[33]. - The company aims to enhance its competitive position through data analytics capabilities and personalized client service, leveraging platforms like Gallagher Drive and SmartMarket[47]. - The company aims to achieve operational net zero carbon emissions (Scope 1 and Scope 2) by 2050, with an interim goal of a 50% reduction in emissions per employee by 2030, facing scrutiny from various stakeholders[77]. - The company reported a significant increase in adjusted revenue for the year ended December 31, 2025, compared to the previous year, driven by acquisitions and organic growth[201]. - Total reported revenues, including commissions, fees, supplemental, and contingent revenues, reached $11,460 million, a 20% increase from $9,514 million in 2024[220]. Employee and Workforce - As of December 31, 2025, Gallagher employed approximately 72,000 employees, with 77% in the brokerage segment and 15% in the risk management segment[53]. - As of December 31, 2025, approximately 58% of the company's employees were women, including 50% of managers and 39% of producers[55]. - The company offers over 35,000 globally accessible business skills training modules across 18 languages to enhance employee development[57]. - Workforce at the end of the period increased to 55,561, up from 42,091 in 2024, reflecting growth through acquisitions[215]. Acquisitions and Growth Strategy - Gallagher completed approximately 780 acquisitions from 2002 to 2025, with total purchase prices typically ranging from $1 million to $100 million[50]. - The company has historically acquired a significant number of insurance brokers and benefit consulting firms, which has been crucial for growth[72]. - The company is expanding its Latin America operations through acquisitions of local family-owned insurance brokerage firms[93]. - The company acquired AssuredPartners for $13.8 billion, funded by $8.5 billion from a follow-on common stock offering and $5.0 billion from senior notes issuance[194]. - The acquisition of Woodruff Sawyer was completed for $1.2 billion, funded using cash on hand, enhancing the company's service offerings in commercial property/casualty products[195]. - The company closed 31 acquisitions in 2025, down from 46 in 2024[220]. Regulatory and Compliance Risks - The company faces substantial geopolitical and regulatory changes that may increase compliance costs and complexity[59]. - The company is subject to various regulatory requirements across multiple jurisdictions, which may impact its operations and profitability[58]. - The company faces significant risks related to compliance with various foreign laws and regulations, including labor practices and data privacy requirements[92]. - The company is currently under investigation by the IRS regarding its micro-captive advisory services business, which has been ongoing since 2013[130]. - The company faces risks related to compliance with various international laws, including anti-corruption and trade sanctions laws, which could result in significant penalties and reputational harm[131]. - Compliance with evolving data privacy and protection laws globally is complex and may lead to increased operational risks and costs[125][128]. Cybersecurity and Technology - The increasing adoption of AI technologies by cyber threat actors poses significant risks, including sophisticated cyberattacks that could compromise client data and proprietary information[82]. - The company relies on third-party vendors for technology support, and any failure by these vendors could adversely affect the execution of strategic initiatives[80]. - Cybersecurity measures include a global incident response plan and regular assessments to manage risks, ensuring the confidentiality and integrity of information systems[159][169]. - The cybersecurity program is aligned with frameworks such as NIST CSF and ISO 27001, indicating a structured approach to managing cybersecurity threats[159]. - The company maintains a dedicated vendor assessment team to oversee cybersecurity risks associated with third-party vendors and requires cybersecurity insurance for high-risk vendors[168]. - The company faces risks from regulatory scrutiny and legal liabilities related to the improper disclosure of confidential information and cybersecurity breaches[112][125]. Market Conditions and Competition - The insurance brokerage and reinsurance markets are highly competitive, with significant pressure from larger firms and new entrants, including Insurtech[100]. - The company faces increased competition from new market participants, including banks and technology firms, which could impact its market share[105]. - Changes in client compensation preferences towards flat fees rather than commission-based structures may challenge the company's revenue generation[107]. - The company faces intense competition for talent, particularly in claims management and IT, which may require significant resources to attract and retain skilled professionals[85]. - The company is subject to heavy penalties for violations of data protection laws, such as fines up to 4% of worldwide revenue under GDPR[125]. Financial Metrics and Performance Indicators - Total company adjusted revenues for 2025 were $13,752 million, a 6% increase from $11,402 million in 2024[192]. - Diluted net earnings per share for the total company decreased by 12% to $5.74 from $6.50 in 2024[192]. - Adjusted EBITDAC for the brokerage segment improved to $4,446 million, representing a 27% increase from $3,488 million in 2024[190]. - The effective income tax rate for 2025 was 26%, compared to 25% in 2024[215]. - The average price paid per share for stock repurchases in October 2025 was $305.99, with a total of 14,553 shares purchased[183]. - The company has a common stock repurchase plan approved for up to $1.5 billion, with no expiration date and no obligation to repurchase any specific amount[188].

Financial Performance - The company reported GAAP revenues of $18.67 million for the fiscal third quarter, a significant decrease of 85.7% compared to $123.84 million in the prior year[19]. - The operating loss for the fiscal third quarter was $29.2 million, compared to a loss of $0.8 million in the previous quarter[16]. - Adjusted operating income for the nine months ended December 31, 2025, was $7.4 million, down from $13.9 million in the prior year[17]. - Total revenues for the three months ended December 31, 2025, were $18,670,000, a decrease from $25,393,000 in the previous quarter[41]. - The operating loss for the nine months ended December 31, 2025, was $106,568,000, indicating a substantial decline in performance[43]. - The company reported a net income attributable to Ben's common shareholders of $19.9 million for fiscal 3Q26, compared to a loss of $8.6 million in fiscal 3Q25[31]. - Total revenues for the nine months ended December 31, 2024, were $23,026,000, with adjusted revenues of $23,572,000[45]. Expenses and Liabilities - Operating expenses increased by 5.7% to $14.7 million in the third quarter, compared to $13.9 million in the same period last year[6]. - Employee compensation and benefits for the three months ended December 31, 2025, were $3,010,000, compared to $2,929,000 for the same period in 2024[39]. - Interest expense for the three months ended December 31, 2025, was $5,810,000, up from $3,240,000 in the same period of 2024[39]. - Total liabilities increased to $375,901,000 as of December 31, 2025, compared to $299,274,000 as of March 31, 2025[40]. - Legal and professional fees amounted to $1,288,000 in the same quarter, contributing to the adjusted operating loss[41]. - Legal and professional fees related to lawsuits amounted to $5,825,000 during the reporting period[45]. Asset Management - The company generated $50 million in gross proceeds from asset sales, which were used to reduce debt and improve the balance sheet[4]. - Investments reported a fair value of $205.8 million, down from $291.4 million at the end of the previous fiscal year[6]. - The NAV of alternative assets held in custody decreased to $230.2 million from $338.2 million as of March 31, 2025[16]. - Total investments (at fair value) were $205.8 million at December 31, 2025, supporting Ben Liquidity's loan portfolio[21]. - The loan portfolio was supported by a diversified alternative asset collateral portfolio, with a total gross loan balance of $578 million and a net balance of $187 million after credit losses[10]. Segment Performance - Total segment revenues attributable to Ben's equity holders for fiscal 3Q26 were $55.1 million, a significant increase of 60.8% compared to $49.5 million in fiscal 2Q26[25]. - Ben Liquidity segment revenues for fiscal 3Q26 were $8.2 million, a decrease of 3.6% from $11.3 million in fiscal 3Q25[25]. - Ben Custody segment revenues for fiscal 3Q26 were $2.9 million, down 4.4% from $5.4 million in fiscal 3Q25[25]. - Total adjusted segment revenues attributable to Ben's equity holders for fiscal 3Q26 were $11.0 million, a decrease of 28.3% compared to $49.5 million year-to-date fiscal 2025[28]. - Total segment operating income attributable to Ben's equity holders for fiscal 3Q26 was $8.7 million, compared to a loss of $8.3 million in fiscal 3Q25[25]. Compliance and Governance - The company regained compliance with Nasdaq's listing requirements and resolved litigation related to GWG Holdings[11]. - The company appointed Peter T. Cangany, Jr. as Chairman of the Board effective December 15, 2025[6]. Future Outlook - The company plans to host a webcast and conference call to review its third quarter financial results on February 17, 2026[32]. - The company has plans to continue diversifying its loan portfolio and scaling operations to enhance shareholder value[37]. Impairments and Adjustments - The company reported a loss on impairment of goodwill of $3,692,000 for the nine months ended December 31, 2024[39]. - The company reported a goodwill impairment of $1,340,000 in the three months ended December 31, 2024[43]. - The company reported a goodwill impairment of $3,692,000 during the nine months ended December 31, 2024[45]. - The mark to market adjustment on derivative assets resulted in a loss of $44,063,000 for the three months ended December 31, 2025[41]. - The company experienced a mark-to-market adjustment on interests in the GWG Wind Down Trust amounting to $546,000[45]. - The intersegment provision for credit losses on collateral comprised of interests in the GWG Wind Down Trust was recorded as zero for the three months ended December 31, 2025[41]. - The company reported an intersegment provision for credit losses of $1,345,000 related to interests in the GWG Wind Down Trust[45]. Non-GAAP Measures - Adjusted operating income excludes non-cash asset impairment and share-based compensation expenses[48]. - The company emphasizes that non-GAAP financial measures are intended to provide supplemental insights into its operating performance[46].

Merger and Acquisition - The Company completed a merger with Arch on January 14, 2025, with Arch becoming a wholly-owned subsidiary [346]. - The Company expanded its metallurgical coal market presence through a Merger, acquiring two longwall mines and two continuous miner mines in West Virginia [362]. - The Company completed a Merger with Arch on January 14, 2025, increasing its Revolving Credit Facility from $355 million to $600 million and extending the maturity date to April 30, 2029 [398]. Financial Performance - Revenues for the year ended December 31, 2025, totaled $4,164.775 million, with realized coal revenue of $3,476.341 million [355]. - In comparison, revenues for the year ended December 31, 2024, were $2,164.406 million, with realized coal revenue of $1,786.926 million [357]. - Consolidated revenues for the year ended December 31, 2025, were $2.0 billion greater than the previous year, with legacy Arch operations contributing $2,048 million primarily from coal sales [363]. - Adjusted EBITDA for the year ended December 31, 2025, was $512,066 thousand, compared to $655,488 thousand in 2024, reflecting a decrease due to various adjustments [360]. - The legacy CONSOL's PAMC revenues decreased by $32 million in 2025, primarily due to reduced realization despite higher sales tons [363]. Segment Performance - Following the merger, the Company now consists of four reportable segments: High CV Thermal, Metallurgical, Powder River Basin, and Core Marine Terminal [347]. - The realized coal revenue per ton sold for the High CV Thermal segment was $60.34, while for the Metallurgical segment it was $102.36 [355]. - The Company reported a total of 30,558 tons sold in the High CV Thermal segment and 9,038 tons sold in the Metallurgical segment for the year ended December 31, 2025 [355]. - Adjusted EBITDA for the High CV Thermal segment decreased by $130 million, with realized coal revenue per ton sold dropping by $5.20 [378]. - The Metallurgical segment generated additional sales volumes of 8.4 million tons, resulting in realized coal revenue of $837 million and cash costs of $775 million [379]. - The PRB segment produced and sold 48.9 million tons, achieving an Adjusted EBITDA of $64 million [381]. - Core Marine Terminal segment Adjusted EBITDA was $57 million, with throughput volumes increasing to 18.1 million tons [382]. Costs and Expenses - Cost of sales increased by $2.1 billion in 2025 compared to 2024, with legacy Arch operations incurring $2,025 million in cost of sales [364]. - General and administrative costs rose to $215 million in 2025, up from $115 million in 2024, primarily due to $66 million in non-recurring Merger-related transaction costs [366]. - Depreciation, depletion, and amortization expenses increased to $621 million in 2025 from $224 million in 2024, largely due to assets acquired in the Merger [365]. - The 1974 UMWA Pension Plan litigation expense is $68 million, representing the net present value of payments over five years [370]. Cash Flow and Liquidity - Net cash provided by operating activities decreased by $170 million to $306 million for the year ended December 31, 2025, primarily due to non-recurring Merger-related expenditures [407]. - Net cash provided by investing activities changed by $213 million, mainly due to cash acquired in the Merger and a $75 million liquidation of U.S. Treasury securities [408]. - Total liquidity as of December 31, 2025, was $949 million, comprising $432 million in cash and cash equivalents, $185 million from the Receivables Financing Agreement, and $600 million from the Revolving Credit Facility, after accounting for $268 million in outstanding letters of credit [399]. - The Company expects to maintain adequate liquidity through net cash from operating activities and available credit facilities to meet short-term and long-term capital needs [397]. Debt and Equity - The Company has total long-term debt and finance lease obligations of $459 million as of December 31, 2025, including a current portion of $98 million [428]. - The Company's first lien gross leverage ratio was 0.28 to 1.00, and the total net leverage ratio was 0.03 to 1.00 as of December 31, 2025, indicating strong financial health [416]. - Total equity attributable to the Company increased to $3,678 million at December 31, 2025, up from $1,568 million at December 31, 2024 [431]. - The Company repurchased 3,088,520 shares of common stock at an average price of $72.61 per share during the year ended December 31, 2025 [430]. Regulatory and Risk Management - The Company is subject to new regulations requiring self-insured coal mine operators to post additional security for Black Lung benefit liabilities, which could impact future cash flows [405]. - The Company has established risk management policies to mitigate exposure to commodity price fluctuations in coal sales [437]. - The Company has experienced rising insurance premiums and reduced coverage, but recent stabilization in the insurance market may alleviate some cost burdens [403]. Future Obligations and Projections - The Company expects to satisfy material cash requirements of $122 million for long-term debt, $69 million for employee-related liabilities, and $97 million for environmental obligations in the next 12 months [427]. - The Company has a $132 million fund for future reclamation costs and a $17 million Global Water Treatment Trust Fund for water treatment obligations [404]. Currency and Market Impact - Currency fluctuations may adversely affect the competitiveness of the Company's coal in international markets [439]. - International competitors may gain a competitive advantage if their currencies decline against the U.S. dollar [439]. - A significant decline in the value of overseas customers' currencies could lead them to demand lower prices for coal [439].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 CEL-SCI CORPORATION State or other jurisdiction incorporation Colorado 84-0916344 (IRS) Employer Identification Number 8229 Boone Boulevard, Suite 802 Vienna, Virginia 22182 Address of ...