Financial Performance - Net income for the three months ended December 31, 2025, was $4,773,000, a decrease of 16.5% from $5,729,000 for the same period in 2024[24]. - Total revenues increased to $87,039,000 for the three months ended December 31, 2025, up 11.4% from $78,250,000 in the prior year[24]. - Funds From Operations (FFO) for the three months ended December 31, 2025, was $36,423,000, representing a 13.6% increase from $32,230,000 in the same period of 2024[28]. - Core FFO per share on a fully diluted basis was $0.77 for the three months ended December 31, 2025, compared to $0.73 for the same period in 2024, reflecting a 5.5% increase[28]. - Cash Available for Distribution (CAD) for the three months ended December 31, 2025, was $29,106,000, an increase of 15.4% from $25,085,000 in the prior year[28]. - Net income for the twelve months ended December 31, 2025, was $12,810,000, reflecting a year-over-year increase from $6,781,000[31]. - The company reported EBITDA of $30,379,000 for the twelve months ended December 31, 2025, indicating strong operational performance[31]. - Total expenses for the twelve months ended December 31, 2025, were $37,770,000, with property operating expenses being a major component[31]. Debt and Financial Ratios - Net Debt represents the company's consolidated debt adjusted for cash and cash equivalents, providing an estimate of the contractual amount of borrowed capital to be repaid[13]. - The net debt to total enterprise value ratio was 61.9% as of December 31, 2025[21]. - The company reported a cash interest coverage ratio of 3.2x for the period ended December 31, 2025[21]. - The total debt as of December 31, 2025, was $1,675,750,000, with a weighted average interest rate of 4.6%[38]. - Unsecured debt accounted for 91.2% of total indebtedness, amounting to $1,524,050,000[38]. - The weighted average maturity of unsecured debt is 4.4 years, with a significant portion maturing in 2028[38]. - The cash fixed charge coverage ratio is calculated as EBITDA divided by principal amortization and interest expense, indicating the company's ability to cover its fixed charges[8]. Assets and Liabilities - Total assets as of December 31, 2025, were $3,379,770,000, up from $3,223,071,000 as of December 31, 2024, indicating a growth of 4.9%[22]. - Total liabilities increased to $2,010,205,000 as of December 31, 2025, from $1,835,954,000 in the previous year, marking an increase of 9.5%[22]. - The market capitalization on a fully diluted basis was $1,015,603,000 as of December 31, 2025[21]. Lease Income and Properties - The company reported annualized lease income for the last month of the specified period, which includes contractual base rent and net expense reimbursements[6]. - As of December 31, 2025, the total annualized lease income from wholly owned U.S. government leased properties is approximately $16,933,040[42]. - The largest single property by lease income is the JSC - Suffolk in Suffolk, VA, generating $8,556,070, accounting for 2.3% of total lease income[42]. - The VA - Loma Linda outpatient clinic has a lease expiration in 2036 and contributes 4.5% to the total lease income, with an annualized income of $0[42]. - The USCIS - Kansas City office has a lease term extending from 2027 to 2042, generating an annualized lease income of $9, contributing 2.8% to total income[42]. - The FBI - Salt Lake specialized facility has an annualized lease income of $6,810,941, representing 1.8% of total lease income[42]. - The VA - San Jose outpatient clinic, built in 2018, has an annualized lease income of $5,815,230, contributing 1.5% to total income[42]. - The FDA - Alameda laboratory has a lease expiration in 2039 and generates an annualized income of $5,025,603, accounting for 1.3% of total lease income[42]. - The FBI - Tampa specialized facility has an annualized lease income of $5,385,768, representing 1.4% of total income[42]. - The total square footage of the properties listed is significant, with the largest being the USCIS - Kansas City office at 417,945 square feet[42]. - The lease income per leased square foot varies, with the VA - San Jose outpatient clinic achieving the highest at $64.55 per square foot[42]. - The total annualized lease income from wholly owned privately leased properties is $10,421,270, accounting for 2.8% of total lease income[45]. - The total annualized lease income from U.S. government leased to unconsolidated real estate ventures is $50,717,100, which is 13.2% of total lease income[45]. - The total weighted average annualized lease income across all properties is $381,351,900, with a weighted average of $36.74 per square foot[45]. - The property with the highest annualized lease income is the VA - San Antonio outpatient clinic, generating $9,234,141[45]. - The total square footage leased to U.S. government agencies is 10,380,158 square feet, with a significant portion expiring between 2030 and 2043[45]. - The company has properties with various lease expiration dates, with the earliest expiring in 2027 and the latest in 2043[45]. - The average annualized lease income per square foot for wholly owned properties is $36.07, reflecting the overall performance of the portfolio[45]. - As of December 31, 2025, the total leased square footage is 10,380,158, with an annualized lease income of $381,351,950[54]. - The U.S. Government accounts for 87.6% of the total leased square footage and 88.1% of the annualized lease income, totaling 9,083,330 square feet and $335,289,114 in income[54]. - The largest tenant, the Department of Veterans Affairs, occupies 2,251,131 square feet, contributing $96,703,027, which is 25.3% of the total lease income[53]. - Lease expirations indicate that 48.8% of the total leased square footage will expire after 2035, representing 52.1% of the total annualized lease income[55]. Projects and Construction - Projects under construction include a courthouse in Flagstaff, AZ, with a total leased square footage of 50,777 and an anticipated completion date in Q1 2027[58]. - The total anticipated cost to date for projects under construction is $59,049,000, with expected reimbursements of $53,324,000[58]. - The FDA laboratory project in Atlanta, GA, has a total leased square footage of 162,000 and an outstanding lump-sum reimbursement of $15,456,000[59]. - The average remaining lease term across all tenants is 9.5 years[54]. - The largest private tenant, Northrop Grumman Systems Corporation, occupies 203,382 square feet, contributing $4,997,547 to the annualized lease income[54]. - Six tenants, representing approximately 3.8% of leased square feet and 3.9% of annualized lease income, have provisions to terminate their leases early[55]. Management and Strategy - The company emphasizes the importance of non-GAAP financial measures for investors to understand its financial condition and results of operations[5]. - The company has a diverse executive team overseeing various aspects of operations, including development, acquisitions, and government relations[16]. - The company has a strategy to manage interest rate risk through interest rate swaps, effectively fixing rates on certain debt instruments[34]. - The company anticipates future performance based on current views and assumptions, but actual results may differ due to various risks[1]. - The company owns 53.0% of the properties through an unconsolidated joint venture, impacting its revenue and asset management strategies[30]. - The company owns 53.0% of certain properties through an unconsolidated joint venture, indicating a strategic partnership approach[52].

Financial Performance - Net sales for Q4 2025 increased by 8.6% to $285.2 million, compared to $262.7 million in the prior year[3] - Full year 2025 net sales reached $1,102.0 million, marking a 13.0% increase from $975.2 million in the previous year[7] - Gross profit for Q4 2025 was $123.5 million, representing 43.3% of net sales, up from 42.5% in the prior year[4] - Full year 2025 net income was $139.1 million, significantly higher than $46.9 million in the prior year, driven by increased sales and a $68.4 million income tax benefit[8] - Income attributable to common stockholders for the year ended December 31, 2025, rose to $139,137, a significant increase from $46,925 in 2024[26] - For the year ended December 31, 2025, net income increased to $139.1 million, compared to $46.9 million in 2024, representing a growth of 196%[34] - Adjusted EBITDA for the year ended December 31, 2025, was $195.7 million, up from $161.8 million in 2024, reflecting a year-over-year increase of 21%[34] Cash Flow and Expenses - The company achieved positive free cash flow of $12.4 million in 2025, a turnaround from a negative $32.8 million in the prior year[5] - Selling, general and administrative expenses (SG&A) for Q4 2025 were $79.0 million, down from $92.2 million in the prior year, improving as a percentage of net sales[6] - SG&A expenses for the year ended December 31, 2025, were $373,954, an increase from $357,957 in 2024[26] - Adjusted SG&A expenses as a percentage of net sales decreased to 29.0% for the year ended December 31, 2025, from 29.9% in 2024[30] - Free cash flow for the year ended December 31, 2025, was $12.4 million, a significant recovery from a negative $32.8 million in 2024[36] - Net cash flows provided by operating activities for the year ended December 31, 2025, were $160.6 million, compared to $154.3 million in 2024, indicating a growth of 4.4%[36] Assets and Liabilities - Total assets as of December 31, 2025, reached $1,777,775, up from $1,574,878 in 2024, marking a 12.9% increase[24] - Total liabilities increased to $569,116 as of December 31, 2025, compared to $519,518 in 2024, reflecting a 9.5% rise[24] - Cash and cash equivalents at the end of the period were $277,975, slightly up from $268,633 at the end of 2024[28] Operational Improvements - Adjusted Gross Margin for Q4 2025 was 48.4%, slightly up from 48.1% in the prior year, indicating improved cost management[5] - The company is testing new island fridges to enhance retail visibility and has initiated a manufacturing line using breakthrough technology to improve product quality and profitability[2] - The company transitioned to a new distribution partner during the liquidation of a pet specialty distributor, which is expected to enhance sales in the pet specialty channel[32] - The company anticipates continued sales growth despite the transitional impacts from distributor changes, aligning with its strategic market expansion efforts[32] Future Projections - For 2026, the company projects net sales growth of 7% to 10% and adjusted EBITDA between $205 million and $215 million[11] - Adjusted EBITDA for Q4 2025 was $61.2 million, compared to $52.6 million in the prior year, reflecting strong operational performance[7] Non-Cash Compensation - Non-cash share-based compensation for the year ended December 31, 2025, was $10.8 million, down from $44.0 million in 2024, indicating a reduction of 75.5%[30]

Competition and Market Position - The quick service restaurant (QSR) pizza category is highly competitive, with significant competition from national chains like Pizza Hut, Papa John's, and Little Caesars, as well as local establishments[93]. - The company’s ability to maintain its competitive position is crucial, as failure to do so could lead to reduced margins and loss of market share[96]. - The company faces risks related to franchisee operations, including potential defaults and the impact on royalty payments and brand goodwill[135]. Growth Strategy and Expansion - The company’s growth strategy includes opening new U.S. and international franchised stores to increase global retail sales and operating income, but challenges exist in finding suitable franchisees and locations[98]. - As of December 28, 2025, the company had 754 independent U.S. franchisees operating 6,924 U.S. franchise stores, with the largest franchisee owning 160 stores[116]. - The company achieved a net store growth of 776 stores in 2025, including 172 net store openings in the U.S. and 604 internationally[216]. Financial Performance - Total revenues increased by $233.6 million, or 5.0%, to $4,940.0 million in 2025, driven by higher supply chain revenues, U.S. franchise advertising revenues, and U.S. franchise royalties and fees[223]. - Income from operations increased by 8.5% in 2025, reflecting improved gross margin dollar performance within the supply chain[216]. - The total global retail sales for 2025 reached $20,126.8 million, compared to $19,124.2 million in 2024[213]. Costs and Expenses - Labor and food costs have seen significant increases, with labor costs representing approximately 55% to 65% of sales at a typical Company-owned store, which could adversely affect profitability[105]. - The company has experienced and anticipates further increases in payroll expenses due to government-mandated minimum wage increases, which may materially affect financial results[157]. - General and administrative expenses rose by $4.6 million, or 1.0%, in 2025, primarily due to severance expenses related to an organizational realignment[237]. Supply Chain and Operational Risks - The company faces risks from supply chain disruptions, which could adversely affect the availability and cost of ingredients and equipment[108]. - The company operates 22 regional dough manufacturing and supply chain centers in the U.S. and five in Canada, with plans to continue investing in supply chain productivity initiatives[112]. - The company relies on third-party service providers for critical operations, and failures in these systems could materially affect business[126]. Cybersecurity and Technology - Cyber incidents pose significant risks, including operational interruptions and potential data breaches, which could harm the company's brand and financial results[124]. - The company has implemented processes to mitigate cybersecurity risks, but these measures may not fully protect against potential incidents[125]. - Cybersecurity risks are actively managed by the company's Board of Directors and Audit Committee, with regular updates on the cybersecurity risk profile and strategy[169]. International Operations and Currency Risks - The company faces risks from international operations, including political, economic, and regulatory changes that could adversely affect profitability[113]. - International franchise royalties and fees accounted for approximately 6.9% of total revenues in 2025, 6.8% in 2024, and 6.9% in 2023, with a significant portion denominated in foreign currencies[164]. - A hypothetical 10% adverse change in foreign currency rates could have resulted in a negative impact on international royalty revenues of approximately $30.0 million in 2025[164]. Environmental and Regulatory Compliance - The company is committed to achieving net zero carbon emissions by 2050, with near-term targets approved by the Science Based Targets initiative (SBTi) for 2032[138]. - The company is subject to extensive laws and regulations, and non-compliance could lead to fines or sanctions that negatively impact business operations[152]. - Changes in regulatory environments, such as the National Labor Relations Board's rulings, could increase operational costs and liabilities for the company[154]. Financial Position and Debt - The company's consolidated total indebtedness was approximately $4.82 billion as of December 28, 2025[140]. - Rising interest rates could increase interest expenses, affecting cash flow and financial flexibility[142]. - The company is subject to restrictive covenants in its securitized debt agreements, which could limit operational flexibility and ability to pay dividends[145]. Shareholder Returns and Capital Management - The company has a remaining $459.7 million under its $1.0 billion share repurchase authorization approved on February 21, 2024[187]. - Domino's declared a quarterly dividend of $1.99 per common share, payable on March 30, 2026[185]. - Share repurchase programs utilized cash of $354.7 million in 2025, $327.0 million in 2024, and $269.0 million in 2023[268].

Exhibit 99.1 For Immediate Release Contact: Greg Lemenchick Vice President - Investor Relations investorrelations@dominos.com Domino's Pizza® Announces Fourth Quarter and Fiscal 2025 Financial Results Global retail sales growth (excluding foreign currency impact) of 4.9% for the fourth quarter; 5.4% growth for fiscal 2025 U.S. same store sales growth of 3.7% for the fourth quarter; 3.0% growth for fiscal 2025 International same store sales growth (excluding foreign currency impact) of 0.7% for the fourth qu ...

Exhibit 99.1 MoonLake Announces Positive Topline Results from its Phase 2 Clinical Trial of Sonelokimab in Axial Spondyloarthritis and Reports 2025 Financial Results ZUG, Switzerland, February 22, 2026 – MoonLake Immunotherapeutics (NASDAQ:MLTX) ("MoonLake" or the "Company"), a clinical-stage biotechnology company focused on creating next-level therapies for inflammatory diseases, today announces topline results from the S-OLARIS Phase 2 trial of SLK in patients with radiographic and non-radiographic axSpA ...

Merger and Acquisition - Omnicom completed its merger with IPG on November 26, 2025, with legacy Omnicom shareholders owning approximately 60.6% and legacy IPG shareholders owning approximately 39.4% of the combined company[17]. - The merger was structured as a tax-free reorganization, and IPG's results will only be included in Omnicom's financial statements from the Closing Date onward[18]. - Omnicom exchanged approximately 94% of IPG's outstanding senior notes, totaling $2.76 billion, for new notes issued by Omnicom[19]. - The merger with IPG may result in significant costs exceeding initial expectations, impacting financial condition and cash flows[70]. - There is uncertainty regarding the retention of key management personnel post-merger, which could disrupt operations and client relationships[69]. - The integration of the two companies' operations may face challenges, including managing a larger, more complex business and achieving anticipated cost savings[71]. - The company may not fully realize the expected benefits of the merger, which could affect adjusted earnings per share and cash returns to shareholders[74]. Financial Performance - Revenue for the year ended December 31, 2025, was $17,271.9 million, an increase of $1,582.8 million (10.1%) compared to 2024[158]. - Operating income for 2025 was $444.7 million, a decrease of $1,829.9 million, or 80.4%, from 2024[129]. - Net income for Omnicom Group Inc. was a loss of $54.5 million in 2025, down from a profit of $1,480.6 million in 2024[129]. - Operating margin for 2025 was 2.6%, a significant drop from 14.5% in 2024, representing a decline of 11.9 percentage points[158]. - EBITA for 2025 was $560.5 million, down from $2,362.1 million in 2024, a decrease of $1,801.6 million[158]. - The year-over-year increase in worldwide revenue reflected constant currency growth of $1,458.2 million, or 9.3%[171]. - In 2025, operating expenses included $1,247.0 million related to severance and efficiency initiatives, reducing operating income by $2,141.4 million[159]. Client and Revenue Composition - Omnicom's client base is diverse, with no single industry representing more than 15% of revenue in 2025, and the largest client contributing 2.4% of revenue[34]. - In 2025, the largest client represented approximately 2.4% of total revenue, while the top 100 clients accounted for about 54% of revenue[55]. - The Pharmaceuticals and Healthcare sector accounted for 15% of total revenue in 2025, consistent with previous years[183]. - The Technology sector maintained an 8% share of total revenue across 2023 to 2025[183]. Operational Insights - The company employs approximately 120,000 people globally, with the largest employee base in the United States at around 37,700[38]. - Omnicom's revenue is typically lower in the first and third quarters and higher in the second and fourth quarters, reflecting client spending patterns[28]. - The company focuses on revenue growth and variability of operating expenses as key performance indicators[29]. - Omnicom's business model emphasizes a client-centric approach, facilitating collaboration across multiple agencies to meet specific client needs[25]. Technology and Innovation - Omnicom's new Omni platform integrates AI and data capabilities to enhance marketing services and client performance[26]. - The company is committed to responsible AI practices while evaluating risks related to privacy and data security[27]. - The company has entered into strategic partnerships with leading AI technology firms in 2023 to enhance product and service capabilities using AI[62]. Economic and Market Risks - A period of sustained inflation could lead to increased operating costs, particularly in salary and service costs, affecting overall financial condition[45]. - The company relies on information technology systems and faces cybersecurity risks that could adversely affect business operations and financial results[56]. - Currency exchange rate fluctuations have historically impacted the company's financial condition and will continue to do so in the future[67]. - The company operates in high-growth markets and developing countries, which may lead to longer billing collection cycles and increased operational risks[68]. Compliance and Regulatory Risks - Legal and regulatory risks may limit service scope and affect client relationships, potentially leading to reduced spending on services[79]. - Compliance with evolving privacy and data protection laws requires significant resources, and any failure could adversely affect business operations[80]. - Changes in tax laws and regulations could increase tax complexity and adversely impact effective tax rates and cash flows[86]. Financial Position and Liquidity - The liquidity and long-term financing needs are significantly influenced by the operating cash flows of the company's agencies[65]. - The company may need to restructure debt or sell assets if operating cash flow significantly declines, impacting financial condition[65]. - The aggregate principal amount of long-term debt is $9.3 billion, with future interest payments totaling $2.1 billion[214]. - The company has a $3.5 billion unsecured multi-currency revolving credit facility, expiring on November 26, 2030, to support liquidity needs[208].

Revenue Growth and Financial Performance - Revenue increased from $115.8 million in 2023 to $396.3 million in 2024, and further to $852.5 million in 2025, indicating significant growth[69] - Net income recorded was $219.1 million in 2025, with net losses of $83.4 million and $26.3 million in 2024 and 2023 respectively[72] - In 2025, one end customer represented over 70% of total revenue, while the top three customers accounted for approximately 86%[82] - The company anticipates continued dependence on a limited number of end customers for a significant portion of revenue, which may increase in the future[82] Costs and Investments - The company expects to incur increasing costs to support anticipated future growth, including significant investments in research and development[72] - Research and development expenses for the years ended December 31, 2025, and 2024, were $304.0 million and $200.8 million, respectively, highlighting the company's commitment to innovation[106] Market and Customer Dynamics - The adoption and commercialization of AI technology remain uncertain, which could adversely affect the company's business and financial condition[65] - The company may face challenges in accurately predicting future revenue due to rapid market changes and dependence on a limited customer base[74] - The introduction of new products is critical for maintaining revenue growth, and failure to meet customer demands could lead to significant revenue declines[75] - The company may pursue acquisitions and investments, which could disrupt operations and affect financial results[65] - The company aims to maximize return on investment by aligning with customers to address high-value problem sets, particularly in cloud and AI markets[107] Manufacturing and Supply Chain Risks - The company relies on a limited number of third-party manufacturing partners, and any disruptions could adversely affect product marketing and sales[65] - The company faces risks related to third-party manufacturing partners, particularly with TSMC as the sole supplier for integrated circuits, which could impact product availability and revenue[97] - Geopolitical uncertainties in regions where manufacturing partners are located, such as Taiwan and China, could disrupt operations and affect financial performance[99] - The company does not maintain long-term supply contracts with manufacturing partners, which could lead to supply disruptions and negatively impact financial results[120] - The company relies on third-party manufacturing partners for production, and any issues with yields or quality could harm its reputation and customer relationships[131] Product Development and Market Acceptance - The company relies heavily on design wins, which are critical for generating sales and recouping investments in product development[87] - A design win does not guarantee sales, and delays or cancellations from customers can adversely affect financial results due to significant expenses incurred during the design process[88] - The qualification process for products can take several months, and even after qualification, there is no assurance of volume sales, which may lead to excess or obsolete inventory[105] - The complexity of products may lead to unforeseen delays or defects, adversely affecting market acceptance and operational costs[125] - The company may incur significant design and development costs for products that do not achieve market acceptance, adversely affecting financial results[203] Regulatory and Compliance Challenges - Compliance with emerging regulations, such as the EU AI Act, may increase research and development costs and operational burdens[95] - The company is subject to enhanced reporting and compliance obligations as a large accelerated filer, which may increase legal and financial compliance costs[244] - The company faces risks related to cybersecurity and data privacy, with evolving regulations that could increase compliance costs and expose it to significant penalties[160] - Changes in laws and regulations could materially affect the company's business, financial condition, and results of operations, particularly regarding export controls and international sales[182] Financial Risks and Market Conditions - Gross margins may decline due to factors such as customer and product mix, revenue mix, and competitive pricing dynamics, which could negatively impact financial results[108][109] - The company may offer favorable pricing to attract or retain customers, which could decrease product prices and adversely affect gross margins[110] - The company anticipates fluctuations in demand for its products, which could lead to excess inventory or missed revenue opportunities[119] - Economic conditions, including inflation and geopolitical developments, may adversely affect demand for the company's products and its overall financial performance[172] - The semiconductor industry is highly cyclical, with fluctuations in supply and demand impacting operating results and customer inventory levels[134] Intellectual Property and Legal Risks - The company has issued 26 patents in the United States and one in foreign jurisdictions, with 35 patent applications pending in the U.S. and five pending abroad as of December 31, 2025[204] - The company may face claims of intellectual property infringement, which could be costly and time-consuming to defend, potentially harming customer relationships[215] - The company’s ability to protect its intellectual property rights may be compromised in foreign jurisdictions, affecting competitive positioning[211] - The company may need to initiate litigation to protect its intellectual property, which could divert resources and negatively impact business operations[206] - The company’s agreements with customers often include indemnification clauses, which could lead to substantial expenses in the event of litigation[218] Stock and Investment Considerations - The company’s common stock has been publicly traded since March 2024, and its market price may continue to be volatile, impacting investment value[221] - The company expects to issue additional capital stock in the future, which may result in dilution to existing stockholders[231] - The company recognizes that fluctuations in revenue and operating results could cause its share price to decline[226] Operational and Management Challenges - Attracting and retaining qualified personnel, especially in design and technical roles, is critical for executing the business strategy[146] - Cybersecurity risks, including data breaches and system vulnerabilities, pose significant threats to the company's operations and reputation[150] - The company is transitioning to a new enterprise resource planning (ERP) system, which may lead to delays and unexpected costs, potentially impacting financial reporting and operational efficiency[167] - The company incurred stock-based compensation expense of $160.0 million during the year ended December 31, 2025[234] Cash and Financial Position - As of December 31, 2025, the company had cash and cash equivalents of $167.6 million and marketable securities totaling $1,021.2 million[340] - A hypothetical 100 basis point change in interest rates would change the fair value of the company's investments in marketable securities by $11.0 million as of December 31, 2025[341] - The company is exposed to market risks primarily due to fluctuations in interest rates and foreign currency exchange rates[339] - The reporting currency and functional currency of the company’s wholly owned foreign subsidiaries is the U.S. dollar[342] - All sales and the majority of operating expenses are transacted in U.S. dollars, minimizing foreign currency risk[342] - Foreign exchange gains and losses were not material for the years ended December 31, 2025, 2024, and 2023[342]

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 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ____________ Commission File Number 001-32216 ADAMAS TRUST, INC. (Exact name of registrant as specified in its charter) (State ...

Real Estate Portfolio - As of December 31, 2025, the company owned 471 single-family rental properties, primarily located in Illinois and Maryland[35]. - The multi-family investment portfolio consists of credit-oriented investments, including preferred equity investments and cross-collateralized mezzanine lending investments[37]. - As of December 31, 2025, 100% of the company's Mezzanine Lending assets were structured as preferred equity investments[40]. - The company may invest in other multi-family investments and structured investments based on market conditions, while maintaining its qualification as a REIT[44]. - The average occupancy rate across multi-family properties was 92.9% as of December 31, 2025, with the highest occupancy in Little Rock, AR, at 97.3%[448]. Financial Performance - As of December 31, 2025, the company had approximately $12.6 billion in total assets, an increase from approximately $9.2 billion as of December 31, 2024[404]. - The investment securities portfolio included $8.8 billion in total investment securities as of December 31, 2025, compared to $5.7 billion as of December 31, 2024[405][407]. - The fair value of Agency RMBS increased to $6.6 billion as of December 31, 2025, from $3.1 billion as of December 31, 2024[406][407]. - The weighted average yield on investment securities was 5.82% as of December 31, 2025, compared to 5.94% as of December 31, 2024[406][407]. - The company generated net cash flows from operating activities totaling $134.0 million during the year ended December 31, 2025[468]. Leverage and Debt - The company's maximum leverage ratios are 15:1 for liquid Agency securities, between 1:1 and 4:1 for illiquid assets, and 8:1 for residential loans, with a target total debt leverage ratio not exceeding 6:1[45]. - The company’s recourse leverage ratio was approximately 5.0 to 1 as of December 31, 2025, and the portfolio recourse leverage ratio was approximately 4.7 to 1[46]. - The total outstanding under repurchase agreements was $6.2 billion as of December 31, 2025, compared to $3.33 billion in 2024, indicating an increase of approximately 86%[410]. - The company had total contractual obligations of approximately $7.34 billion as of December 31, 2025, including projected interest payments[497]. - The company had $100.0 million in 2026 Senior Notes outstanding, bearing interest at 5.75% per year, maturing on April 30, 2026[477]. Risk Management - The company employs derivative instruments, including interest rate swaps and TBAs, as part of its risk management strategy to manage exposure to interest rates and market values[52]. - The company utilizes model-based risk analysis to evaluate the sensitivity of its assets and liabilities to changes in interest rates and other market factors[58]. - The company monitors all at-risk or shorter-term financings to respond to market disruptions[483]. - The company may be required to enter into interest rate cap contracts related to variable-rate mortgages payable[486]. Compliance and Regulation - The company is required to distribute at least 90% of its ordinary taxable income each year to qualify as a REIT under the Internal Revenue Code[64]. - The company incurs significant ongoing costs to comply with various laws and regulations, although these have not had a material adverse effect on its business[62]. - The company’s operations are subject to supervision and regulation by governmental authorities, which impose various requirements and restrictions[61]. - The company believes it meets the requirements for qualification and taxation as a REIT under the Internal Revenue Code[63]. Employee and Corporate Governance - As of December 31, 2025, the company had 221 full-time employees, with 160 (72%) directly engaged in operations[60]. - The company has adopted a Code of Business Conduct and Ethics applicable to its executive officers and employees[74]. Investment Strategy - The company focuses on selecting servicers with appropriate expertise to mitigate losses and maximize returns on residential loans[33]. - The company may utilize debt securities offerings as a source of liquidity, in addition to equity offerings[487]. - The company had commitments to fund up to $149.4 million of additional advances on existing business purpose loans[494]. Stockholder Equity - The company's stockholders' equity increased to $1.43 billion as of December 31, 2025, from $1.39 billion in 2024, reflecting a growth of approximately 2.0%[461]. - The company repurchased 231,200 shares of its common stock for a total cost of approximately $1.5 million, representing an average repurchase price of $6.50 per common share[489].

Real Estate Portfolio - As of December 31, 2025, the company owned 471 single-family rental properties, primarily located in Illinois and Maryland[35]. - The company targets middle-market multi-family apartment communities located in secondary and tertiary markets for its investments[37]. - The multi-family investment portfolio consists of credit-oriented investments, including preferred equity investments and cross-collateralized mezzanine lending investments[37]. - As of December 31, 2025, 100% of the company's Mezzanine Lending assets were structured as preferred equity investments[40]. - The company has consolidated its cross-collateralized mezzanine lending investment, owning approximately 27% common equity interest and $144.1 million of preferred equity interests in the entity[41]. Financial Performance - As of December 31, 2025, the company had approximately $12.6 billion in total assets, an increase from approximately $9.2 billion as of December 31, 2024[404]. - The investment securities portfolio included $8.8 billion in total investment securities as of December 31, 2025, compared to $5.7 billion as of December 31, 2024[405][407]. - The fair value of Agency RMBS increased to $6.6 billion as of December 31, 2025, from $3.1 billion as of December 31, 2024[406][407]. - The weighted average yield on investment securities was 5.82% as of December 31, 2025, compared to 5.94% as of December 31, 2024[406][407]. - The company reported a cumulative deficit of $1.41 billion as of December 31, 2025, an improvement from a deficit of $1.43 billion in 2024[461]. Leverage and Debt - The company's maximum leverage ratios are 15:1 for liquid Agency securities, between 1:1 and 4:1 for illiquid assets, and 8:1 for residential loans, with a target total debt leverage ratio not exceeding 6:1[45]. - The company’s recourse leverage ratio was approximately 5.0 to 1 as of December 31, 2025, and the portfolio recourse leverage ratio was approximately 4.7 to 1[46]. - The company had total contractual obligations of approximately $7.34 billion as of December 31, 2025, including projected interest payments[497]. - The company had $100.0 million in 2026 Senior Notes outstanding, bearing interest at 5.75% per year, maturing on April 30, 2026[477]. - The company had $60.0 million in 2029 Senior Notes outstanding, bearing interest at 9.125% per year, maturing on July 1, 2029[478]. Risk Management - The company employs derivative instruments, including interest rate swaps and TBAs, as part of its risk management strategy to manage exposure to interest rates and market conditions[52]. - The company primarily uses interest rate swaps to hedge variable cash flows associated with its variable-rate borrowings[54]. - The company utilizes model-based risk analysis to evaluate the sensitivity of its assets and liabilities to changes in interest rates and other market factors[58]. - The company may be required to enter into interest rate cap contracts related to variable-rate mortgages, impacting its liquidity[486]. Employee and Operations - As of December 31, 2025, the company had 221 full-time employees, with 160 (72%) directly engaged in operations[60]. - The company has adopted a Code of Business Conduct and Ethics applicable to its executive officers and employees[74]. - The company incurs significant ongoing costs to comply with various laws and regulations, although these have not had a material adverse effect on its business[62]. - The company’s operations are subject to supervision and regulation by governmental authorities, impacting lending activities and consumer protections[61]. Investment Strategy - The company may invest in other multi-family investments and structured investments based on market conditions while maintaining its REIT qualification[44]. - The company relies on exemptions from registration as an investment company under the Investment Company Act, requiring at least 55% of its assets to be qualifying real estate assets[67]. - The company has a preferred equity investment in a Consolidated VIE valued at $17,344 as of December 31, 2025, with a weighted average preferred return rate of 13.86%[440]. - The business purpose rental loan strategy accounted for $1.57 billion in fair value with a weighted average coupon of 7.05% as of December 31, 2025[418]. Cash Flow and Financing Activities - The company generated net cash flows from operating activities totaling $134.0 million during the year ended December 31, 2025[468]. - Net cash flows used in investing activities were $2.9 billion, primarily due to purchases of investment securities and residential loans[469]. - Net cash flows provided by financing activities were $2.8 billion, mainly from proceeds received from repurchase agreements and warehouse facilities[472]. - The company may utilize debt securities offerings as a source of liquidity, in addition to equity offerings[487]. Stockholder Equity and Repurchase Programs - The company's stockholders' equity increased to $1.43 billion as of December 31, 2025, compared to $1.39 billion in 2024, marking an increase of approximately 2.0%[461]. - The preferred stock repurchase program approved in March 2023 allows for repurchases of up to $100.0 million, with $97.6 million remaining available as of December 31, 2025[488]. - The common stock repurchase program was increased to $246.0 million in March 2023, with $188.2 million remaining available as of December 31, 2025[489]. - The company repurchased 231,200 shares of its common stock for a total cost of approximately $1.5 million, representing an average repurchase price of $6.50 per common share[489].