Financial Performance - The Company reported a consolidated net sales growth of approximately 5% for the year ended December 31, 2025, compared to the previous year, driven by increased sales to existing clients and new client acquisitions [224]. - EBITDA for the year ended December 31, 2025, was $150 million, representing an EBITDA margin of 15%, an increase from 14% in 2024 [225]. - The Company's total net sales for the year ended December 31, 2025, were $2,419.9 million, a decrease of $252.3 million or 9.4% compared to $2,672.2 million in 2024 [248]. - The Company's operating income for 2025 was $97.0 million, with an operating margin of 4.0%, compared to an operating income of $19.2 million and an operating margin of 0.7% in 2024 [244]. - Free Cash Flow for the year ended December 31, 2025, was reported at $90 million, allowing the Company to invest in strategic growth opportunities and return capital to shareholders [227]. Sales and Revenue Trends - Product sales decreased by $207.9 million, or 9.9%, primarily due to a $120.5 million decrease in paper sales and an $83.9 million decrease in print product volumes [249]. - Service sales decreased by $44.4 million, or 7.7%, primarily due to a $37.9 million decrease in logistics sales [250]. - Net sales in the United States Print and Related Services segment decreased by $115.1 million, or 4.9% for products and 5.2% for services, primarily due to lower print product volumes [263][264]. - International segment net sales decreased by $121.6 million, or 37.5%, primarily due to a $62.5 million decrease in paper sales and the sale of European operations [268]. Cost Management and Expenses - Selling, general, and administrative expenses decreased by $30.9 million, or 8.7%, for the year ended December 31, 2025 [253]. - The Company has implemented cost-saving measures, including plant closures and headcount reductions, to address industry challenges and maintain focus on transformation [243]. - Corporate operating expenses decreased by $5.3 million, or 11.1%, in 2025, primarily due to a $4.0 million increase in income from restructuring and a $1.9 million decrease in employee-related costs [276]. Debt and Liquidity - The Net Debt Leverage Ratio improved to 2.5x as of December 31, 2025, down from 2.8x in 2024, indicating a stronger balance sheet [228]. - Total liquidity as of December 31, 2025, was $379.0 million, consisting of $315.7 million of unused capacity under the revolving credit arrangement and $63.3 million in cash and cash equivalents [278]. - The Company had no borrowings under the $339.6 million revolving credit facility as of December 31, 2025 [278]. - The Company's Total Leverage Ratio was 1.84 to 1.00 for the twelve months ended December 31, 2025, well below the maximum limit of 3.50 to 1.00 [305]. Operational Changes and Strategic Initiatives - The Company divested its European operations on February 28, 2025, which accounted for approximately 8% of consolidated net sales in 2024, impacting year-over-year comparability [220]. - The Company acquired the Enru co-mail assets on April 1, 2025, which are expected to enhance its service offerings and operational capabilities [216]. - The Company continues to focus on integrating and streamlining its operations, resulting in a reduction of consolidated debt and finance lease obligations by $8 million during 2025 [229]. - The Company is adapting to changes in consumer media consumption habits by expanding its capabilities to offer integrated, end-to-end marketing services [231]. Future Outlook and Challenges - The Company expects to incur additional restructuring and integration costs in future periods to align its cost structure with acquisitions and strategic investments [245]. - The Company anticipates continued challenges from tariffs, recessionary pressures, and postal rate increases affecting its operations through 2026 [242]. - The Company is operating in an elevated interest rate environment, which is expected to persist through 2026, impacting its financial condition [242]. Pension and Settlement Charges - The Company recognized a non-cash settlement charge of $12.8 million related to the annuitization of $98.1 million in projected benefit obligations during 2025 [307]. - The net underfunded pension obligations decreased by $13.7 million from $55.6 million at December 31, 2024, to $41.9 million at December 31, 2025 [308]. - The Company continues to focus on reducing pension obligations through cash contributions, lump-sum settlements, and plan design changes [309]. Impairment and Asset Management - The Company recognized impairment charges of $7.5 million for property, plant, and equipment and operating lease right-of-use assets in 2025, and $33.3 million in 2024, primarily due to the reduction of the carrying value of European operations [323]. - The Company performs impairment evaluations of long-lived assets whenever business conditions indicate potential impairment, requiring significant estimates and assumptions regarding future cash flows and asset utilization [321].

Financial Performance - In 2025, Otter Tail Corporation generated net income of $275.9 million, or $6.55 per diluted share, a decline from $301.7 million, or $7.17 per diluted share in 2024, primarily due to decreasing product prices in the Plastics segment [236][249]. - The Electric segment achieved a 7% earnings growth in 2025, producing earnings of $97.6 million, driven by increased sales volumes and recovery of rate base investments [238]. - The Manufacturing segment's earnings decreased by 16% to $11.5 million in 2025, impacted by soft end-market demand and customer inventory management efforts [239]. - The Plastics segment's earnings fell by 15% to $170.4 million, with average sales prices for PVC pipe products declining by 15% compared to the previous year [240]. - Operating revenues decreased by $26.5 million in 2025 to $1.304 billion, primarily due to lower sales prices in the Plastics segment and decreased sales volumes in the Manufacturing segment [249]. Operating Expenses and Income - Operating expenses increased by $8.1 million in 2025, mainly due to higher purchased power costs and depreciation expenses in the Electric segment [250]. - Net cash provided by operating activities decreased by $66.7 million to $385.985 million in 2025, primarily due to higher working capital requirements and a decrease in earnings [283]. - Corporate selling, general, and administrative expenses decreased by $0.8 million, or 3.4% [270]. - Other income in the Corporate segment increased by $1.5 million, driven by higher investment income from short-term investments [270]. Dividends and Liquidity - The company paid dividends totaling $2.10 per share, amounting to $88.1 million, marking the 87th consecutive year of dividend payments [237]. - As of December 31, 2025, the company had total available liquidity of $705.5 million, an increase from $606.3 million as of December 31, 2024 [282]. Capital Expenditures and Investments - Total capital expenditures for 2025 were $288 million, with anticipated total capital expenditures from 2026 to 2030 projected at $2.050 billion [292]. - Net cash used in investing activities decreased by $120.7 million to $290.724 million in 2025, mainly due to a $70.6 million decrease in capital expenditures [286]. - The company had $372.4 million invested in cash equivalent investments as of December 31, 2025, compared to $282.0 million in 2024 [332]. Debt and Interest Rates - As of December 31, 2025, the company had $1.0 billion of principal outstanding under long-term debt arrangements, with maturities ranging from 2026 to 2055 [302]. - The weighted-average interest rate on all outstanding borrowings as of December 31, 2025, was 5.08% [299]. - The company has $1.107 billion in total debt obligations, with $140 million due within one year [294]. - A 100-basis point change in interest rates during 2025 would have approximately $0.3 million impact on interest expense based on average outstanding short-term debt [332]. - All outstanding long-term debt obligations as of December 31, 2025 had fixed interest rates, mitigating material interest rate risk [333]. - The company manages interest rate risk by issuing fixed-rate debt with varying maturities and limiting variable interest rate debt [333]. Regulatory and Market Outlook - The company expects normalization in the PVC pipe market by 2027, anticipating a shift in earnings mix back toward long-term targets of 70% Electric and 30% Manufacturing [242]. - OTP requested a net increase in annual revenue of $5.7 million, or 12.5%, in the South Dakota rate case [274]. - OTP filed for a net increase in annual revenue of $44.8 million, or 17.7%, in the Minnesota rate case [275]. Pension and Goodwill - The discount rate for the pension plan was 5.71% in 2025, a slight increase from 5.70% in 2024 [318]. - A 25-basis point increase in the discount rate would decrease pension costs by approximately $807, while a decrease would increase costs by $840 [319]. - BTD Manufacturing and the Plastics segment carried goodwill balances of $18.1 million and $19.3 million, respectively, as of December 31, 2025 [321]. Credit Ratings - The current credit ratings for OTC are Baa2 (Moody's), BBB (Fitch), and BBB (S&P), while OTP has ratings of Baa1 (Moody's), BBB+ (Fitch), and BBB+ (S&P) [306].

Financial Position - M&T had consolidated total assets of $213.5 billion, deposits of $166.9 billion, and shareholders' equity of $29.2 billion as of December 31, 2025[16]. - Wilmington Trust, N.A. reported total assets of $773 million at December 31, 2025[18]. - M&T Bank and its subsidiaries represented over 99% of the consolidated assets of the Company[17]. - M&T's regulatory capital ratios are detailed in the financial statements, reflecting compliance with capital requirements[22]. Capital Requirements and Regulatory Compliance - M&T is subject to enhanced prudential standards due to its total consolidated assets exceeding $100 billion[32]. - The minimum capital ratios required for M&T include 4.5% CET1 capital to RWA and 6.0% Tier 1 capital to RWA[38]. - M&T's Common Equity Tier 1 (CET1) capital requirement is currently 7.2%, which includes a stress capital buffer (SCB) of 2.7% effective from October 1, 2025[46]. - The company is not subject to the liquidity coverage ratio (LCR) and net stable funding ratio (NSFR) requirements due to its Category IV status, but must comply with enhanced liquidity standards[54]. - The company is subject to restrictions on capital distributions if it fails to maintain minimum capital ratios, including CET1, Tier 1, and total risk-based capital ratios[52]. - The SCB for M&T is calculated based on stressed losses from supervisory stress tests, with a minimum floor of 2.5% of risk-weighted assets (RWAs)[44]. - The Federal Reserve conducts biennial supervisory stress tests for Category IV firms like M&T, with the next test scheduled for 2025, and M&T has elected to participate in this test[45]. - The company's supervisory capital buffer (SCB) was 2.7% as of December 31, 2025, which may restrict capital distributions if not maintained[152]. Acquisition and Growth Strategy - The Company considers acquiring banks or other businesses to complement its operations and geographic reach[19]. - M&T has pursued acquisition opportunities in the past and intends to continue this practice[19]. - The BHCA requires BHCs to obtain prior approval from the Federal Reserve for acquisitions that would result in owning 5% or more of a bank's voting shares[69]. - The Federal Reserve's evaluation of mergers and acquisitions considers the financial resources and future prospects of the involved BHCs and banks[70]. Interest Income and Economic Impact - Interest income on loans contributed 10% or more of consolidated interest income in 2025, 2024, and 2023[21]. - The Company's business performance is significantly impacted by market interest rates, which are influenced by the Federal Reserve's monetary policies[133]. - Economic conditions, including inflation and geopolitical uncertainties, may adversely affect the Company's financial performance and market stability[130]. - The Company is vulnerable to credit risk, with potential increases in delinquencies and defaults affecting its financial condition[126]. Employee Engagement and Development - As of December 31, 2025, M&T employed 21,839 full-time and 439 part-time employees, with an average tenure of 9.5 years for all employees and 16.3 years for executive officers[111]. - M&T's employee engagement surveys have an average participation rate of around 90%, reflecting a commitment to open communication and employee feedback[113]. - The company has implemented a continuous employee listening strategy to enhance engagement and prioritize decision-making based on employee feedback[113]. - The Company invests in employee development through various programs, including the Manager Acceleration Program and Executive Associate Program, to cultivate future leaders[115]. - Comprehensive compensation and benefits programs include cash incentives, long-term equity-based awards, and health insurance benefits, aimed at attracting and retaining employees[116]. Cybersecurity and Operational Risks - The Company faces operational risks, including potential disruptions from cyber attacks and the need for robust internal controls[180]. - Information security risks have increased significantly due to new technologies and sophisticated cyber threats targeting financial institutions[182]. - The Company expects to allocate significant resources to enhance its information security defenses in response to evolving cyber threats[184]. - The Company has faced increasing cybersecurity risks, particularly from third-party vendors, with a notable incident in 2023 involving MOVEit, which compromised customer information but did not affect the Company's internal systems[185]. - Cybersecurity threats have led to potential increases in operational costs and could harm customer confidence in financial institutions, negatively impacting the Company's market perception and product usage[186]. Regulatory Environment and Compliance Costs - The Dodd-Frank Act requires federal bank regulatory agencies to establish joint regulations prohibiting incentive-based payment arrangements at regulated entities with at least $1 billion in total assets[74]. - The FDIC has required IDIs with $50 billion or more in total assets to submit periodic resolution plans, with M&T Bank making its first submission under the new rule in July 2025[78]. - The NYSDFS adopted amendments to its cybersecurity regulations, effective by the end of 2025, which include increased mandatory controls and enhanced notification obligations[90][91]. - The Company may face increased compliance costs and changes to business operations due to new regulatory requirements[148]. - The Company is subject to evolving privacy and data protection regulations, which may impose additional operational burdens and increase compliance costs[192]. Market Competition and Economic Vulnerability - The Company faces extensive competition from various financial institutions, including banks, credit unions, and fintech companies, which offer traditional banking products and services[117]. - The financial services industry is highly competitive, with pressures from both traditional banks and less regulated financial technology companies[172]. - Competition for deposits remains robust, and customers may shift to alternative investments, increasing the Company's funding costs and reducing net interest margin[167]. - Sudden withdrawals of deposits, influenced by negative media coverage, could adversely affect the Company's liquidity and financial condition[168]. - The Company relies on dividends from its subsidiaries for liquidity, which may be affected by market conditions and regulatory requirements[126]. Legal and Accounting Risks - Legal proceedings and regulatory inquiries pose significant risks, with potential for substantial civil or criminal penalties that could adversely affect the Company's financial condition[200]. - The Company has established accruals for legal proceedings but may not have sufficient reserves for all potential losses, leading to possible financial impacts[201]. - Changes in accounting standards could materially impact the Company's reported financial condition and results of operations, requiring potential restatements of prior financial statements[203]. - Management's selection of accounting methods and estimates can significantly affect reported financial results, with critical accounting policies requiring subjective judgments[204]. Risk Management and Future Outlook - The Company's Risk Framework may not be effective under all conditions, leading to unexpected losses and adverse effects on financial performance[211]. - There are inherent limitations in the Company's risk management strategies, which may not adequately anticipate future risks[212]. - External events such as pandemics and military conflicts could significantly disrupt the Company's business operations and financial stability[213]. - Economic downturns may lead to increased credit risk and decreased demand for the Company's products and services[214]. - Labor shortages and employee attrition could challenge the Company's ability to maintain qualified personnel, affecting operations[215]. - A prolonged economic slowdown or recession is anticipated to materially and adversely affect the Company's businesses[215].

Revenue Performance - Total direct revenues for 2025 increased by 2.4% or $140.9 million to $6,030.8 million, compared to $5,890.0 million in 2024[219]. - Environmental Services segment direct revenues rose by $188.5 million or 3.8% in 2025, driven by growth in Technical Services and Field and Emergency Response services[219]. - Safety-Kleen Sustainability Solutions segment revenues decreased by $47.4 million in 2025 due to lower market pricing for oil products and reduced volumes sold[219]. - Environmental Services direct revenues for the year ended December 31, 2025, increased by $188.5 million to $5,193.3 million, a growth of 3.8% compared to 2024[228]. - Technical services revenue contributed $126.2 million to the revenue increase, driven by stronger volumes at incinerator and landfill facilities[228]. - Safety-Kleen branch revenues increased by $67.3 million, primarily due to improved pricing for containerized waste and parts washer services[228]. Profitability Metrics - Adjusted EBITDA for 2025 was $1,169.9 million, an increase of 4.7% from $1,116.9 million in 2024, primarily driven by the Environmental Services segment[221]. - Environmental Services segment Adjusted EBITDA was $1,343.8 million in 2025, reflecting a 6.0% increase from 2024[222]. - Safety-Kleen Sustainability Solutions segment Adjusted EBITDA decreased by 6.5% to $137.5 million in 2025[222]. - Net income for 2025 was $391.0 million, a decrease of $11.3 million or 2.8% compared to $402.3 million in 2024[220]. - Adjusted EBITDA for 2025 was $1,169,939, representing a 4.0% increase from $1,116,934 in 2024, and 19.4% of direct revenues[253]. Cash Flow and Investments - Net cash from operating activities for 2025 was $866.7 million, an increase of $89.0 million from 2024, attributed to improved working capital and lower environmental expenditures[221]. - Adjusted free cash flow for 2025 was $509.3 million, representing a $151.4 million increase over 2024[221]. - Net cash used in investing activities decreased to $425.786 million in 2025, down $477.9 million from $903.674 million in 2024, mainly due to reduced acquisition costs[269]. - Net cash used in financing activities for 2025 was $309.342 million, compared to a net cash inflow of $377.032 million in 2024, driven by increased stock repurchases[271]. Costs and Expenses - Total cost of revenues for 2025 was $4,144.6 million, an increase of 2.0% from $4,061.4 million in 2024[222]. - Environmental Services cost of revenues for 2025 increased by $96.0 million to $3,461.9 million, but improved as a percentage of revenues to 66.7%[235]. - SG&A expenses for Environmental Services in 2025 rose by $16.3 million to $387.5 million, representing 7.5% of direct revenues[240]. - Cost of revenues for Safety-Kleen in 2025 decreased by $32.3 million to $626.9 million, remaining consistent at 74.9% of direct revenues[237]. Taxation and Legal Matters - The provision for income taxes for 2025 increased by $5.8 million to $136.993 million, with an effective tax rate of 25.9%, up from 24.6% in 2024[263]. - The company had reserves of $16.2 million for legal matters as of December 31, 2025, including $11.4 million related to pending legal or administrative proceedings[306]. Environmental Liabilities - Total environmental liabilities decreased to $230.697 million in 2025, down $10.836 million from $241.533 million in 2024, primarily due to expenditures and reduced liability estimates[284]. - Landfill final closure and post-closure liabilities recorded at December 31, 2025, were $59.8 million, compared to $59.4 million in 2024[294]. - Non-landfill closure and post-closure liabilities recorded at December 31, 2025, were $75.6 million, an increase from $70.4 million in 2024[296]. - Remedial liabilities recorded at December 31, 2025, were $95.4 million, down from $111.7 million in 2024[297]. Debt and Financing - As of December 31, 2025, the company held $1,260.0 million in variable rate debt under secured senior term loans due in 2032, with an interest rate margin of 1.50%[309]. - The company entered into interest rate swap agreements in 2022, resulting in an effective annual interest rate of approximately 3.46% on $600.0 million of the 2032 Term Loans[310]. - The total borrowings as of December 31, 2025, included $2,805.0 million in long-term debt, with scheduled maturities extending to 2033[312]. - Interest payments on the $600.0 million secured senior term loan, effectively fixed by the 2022 Swaps, are approximately $1.7 million per month[314]. - The company has a revolving credit agreement with a maximum borrowing capacity of $600.0 million, with $453.5 million available to borrow as of December 31, 2025[315]. Other Financial Metrics - Stock-based compensation increased by $4.7 million in 2025, totaling $32,702, driven by performance metrics and the Employee Stock Purchase Plan[254]. - Depreciation and amortization rose by $45.1 million in 2025, totaling $446,006, due to new acquisitions and asset placements[256]. - Interest expense, net of interest income, increased by $8.1 million in 2025, totaling $143,104, primarily due to lower capitalized interest[260]. - Other income (expense), net, improved to $5,200 in 2025 from a loss of $1,454 in 2024[258].

Financial Performance - Net income for the year ended December 31, 2025, totaled $578.0 million, or $9.17 per diluted share, compared to $523.6 million, or $8.14 per diluted share, for 2024[134]. - Net income for the fourth quarter of 2025 was $177.3 million, or $2.89 per diluted share, compared to $140.9 million, or $2.22 per diluted share, for the third quarter[136]. - The return on average assets was 1.12% for 2025, up from 1.03% in 2024, while the return on average shareholders' equity was 9.89%[131]. - Net income for the year ended December 31, 2025, was $577,978, compared to $523,553 in 2024, reflecting a growth of 10.4%[159]. - Earnings per share for 2025 was $9.17, up from $8.14 in 2024, indicating a year-over-year increase of 12.7%[159]. Assets and Deposits - BOK Financial reported total consolidated assets of $52 billion as of December 31, 2025[16]. - Average deposits grew by $2.4 billion to $38.7 billion, with period-end deposits increasing by $1.2 billion to $39.4 billion[137]. - Total assets as of December 31, 2025, reached $51,706,906, an increase from $50,749,498 in 2024[158]. - Total interest-bearing deposits increased to $30,740,981 in 2025, up from $27,902,808 in 2024, representing a growth of 10.0%[159]. Revenue and Income Sources - Net interest income reached $1.3 billion for 2025, a $116.6 million increase from the prior year, with a net interest margin of 2.87% compared to 2.65% in 2024[135]. - Fees and commissions revenue was $800.7 million for 2025, consistent with the prior year, while brokerage and trading revenue decreased by $58.4 million[135]. - Other operating revenue for 2025 was $848.1 million, an increase of $8.5 million, or 1%, compared to 2024[180]. - Mortgage banking revenue totaled $77.6 million in 2025, a $3.5 million, or 5%, increase from 2024, with mortgage servicing revenue accounting for $68.9 million[183]. Expenses and Costs - Other operating expenses increased by $67.1 million to $1.4 billion, with personnel expenses growing by $66.7 million due to merit increases and business expansion[135]. - Personnel expense for 2025 was $878.0 million, an increase of $66.7 million, or 8%, driven by merit increases and higher loan volumes[196]. - Other operating expense for 2025 totaled $1.4 billion, a $67.1 million, or 5%, increase over the prior year[194]. - Income tax expense for 2025 was $162.6 million, or 22.0% of net income before taxes, compared to $143.1 million, or 21.5%, for 2024[202]. Market Position and Competition - The company holds 14% of total deposits in Oklahoma, with 33% market share in Tulsa and 13% in Oklahoma City[23]. - BOK Financial competes with various financial institutions, including large national banks and regional banks, across its operational areas[22]. - The company has a market share of approximately 1% in the Dallas-Fort Worth area and less than 1% in Houston and San Antonio[24]. - BOK Financial faces substantial competition from various financial institutions, including large national banks with greater access to capital[63]. Regulatory Environment - The company is subject to extensive regulations under federal and state laws, particularly due to the Dodd-Frank Act[26]. - Regulatory changes and increased compliance costs are anticipated as BOK Financial's asset size exceeds $50 billion, potentially limiting growth[68]. - The Company continues to perform capital stress testing regularly despite the elimination of the Dodd-Frank Act Stress Test requirement for banks with assets less than $250 billion[47]. Risk Factors - BOK Financial's business is highly sensitive to changes in interest rates, which could affect loan origination and net interest income[79]. - A significant increase in market interest rates could lead to higher nonperforming assets and net charge-offs, adversely affecting BOK Financial's business[80]. - The company faces liquidity risks due to potential disruptions in funding sources, including reliance on the Federal Home Loan Bank[86]. - Climate change and related regulations present physical and transition risks that could adversely affect BOK Financial and its customers[71]. Employee and Operational Insights - BOK Financial employs 5,034 full-time and part-time employees, with the majority being full-time[25]. - The company faces challenges in hiring and retaining qualified employees, particularly in technology roles, which are critical for strategic initiatives[103]. - The company is heavily reliant on third-party vendors for critical infrastructure, which poses operational risks and potential service disruptions[97]. Shareholder and Capital Management - The principal shareholder controls approximately 63% of the company's common stock, which could affect market price and governance[100]. - The company repurchased 2,982,961 shares under its stock repurchase plan as of December 31, 2025, with a maximum of 5 million shares authorized for repurchase[129]. - The dividend payout ratio for 2025 was 25.41%, a decrease from 27.20% in 2024[131].

Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-13879 INNOSPEC INC. (Exact name of registrant as specified in its charter) DELAWARE 98-0181725 State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) 83 ...

Oil Production and Acquisitions - Oil production increased to 389 MBbls/d, a 12% year-over-year growth, with significant contributions from the Delaware Basin and Rockies [164] - The acquisition of Grayson Mill's Williston Basin business for approximately $5.0 billion is expected to enhance oil production and operational scale [161] - The company completed the acquisition of all outstanding noncontrolling interests in CDM for $260 million, fully attributing future net income to the company [209] Financial Performance - Earnings attributable to Devon were $2.6 billion, or $4.17 per diluted share, while core earnings were $2.5 billion, or $3.92 per diluted share [164] - The company achieved $6.7 billion in operating cash flow for 2025, demonstrating resilience despite lower oil prices [169] - Operating cash flow for 2025 was $6,711 million, slightly up from $6,600 million in 2024, funding capital expenditures and shareholder returns [195] - The company reported earnings attributable to Devon (GAAP) of $3.466 billion, with core earnings (Non-GAAP) of $3.252 billion, translating to $4.17 and $3.92 per diluted share respectively [260] Shareholder Returns - The company returned approximately $1.7 billion to shareholders through dividends and share repurchases in 2025 [170] - A cash dividend of $0.24 per share was announced for the first quarter of 2026, totaling approximately $149 million [230] - The company repurchased 30.8 million shares of common stock for $1.1 billion in 2025, maintaining its share repurchase program [206] - The company has authorized a $5.0 billion share repurchase program, with $4.5 billion executed as of February 1, 2026 [231] Capital Expenditures and Budget - Capital expenditures totaled $3,592 million in 2025, representing approximately 54% of operating cash flow [199] - The 2026 capital budget is expected to be approximately 4% lower than 2025, focusing on high-return projects in the Delaware Basin [172] - The company expects to achieve its capital investment priorities while maintaining capital discipline, with a capital expenditure budget for 2026 projected at approximately $3.5 billion to $3.7 billion, about 4% lower than 2025 [218][232] Price and Market Conditions - WTI oil prices averaged $64.87 per Bbl in 2025, reflecting a 14% decline from $75.79 per Bbl in 2024 [171] - Realized prices for oil decreased by 12% to $36.60 per Boe, contributing to an estimated $1.3 billion decrease in earnings [179] - The company utilizes derivative financial instruments to mitigate price risk associated with oil, gas, and NGL production [217] - The company systematically hedges a portion of its production to manage the volatility and unpredictability of oil and gas pricing, which is a major market risk exposure [268] Expenses and Margins - Production expenses increased by 12% in 2025 to $3,567 million, driven by increased activity in the Rockies and new well activity in the Delaware Basin [182] - Field-level cash margin decreased to $7,656 million in 2025 from $7,993 million in 2024, with a per BOE margin of $24.97 compared to $29.63 [184] - Total depreciation, depletion, and amortization (DD&A) increased by 10% to $3,595 million in 2025, primarily due to higher volumes from the Grayson Mill acquisition [185] - General and administrative (G&A) expenses per BOE decreased by 13% to $1.60 in 2025, reflecting operational efficiencies from the Grayson Mill acquisition [187] Tax and Financial Position - The effective income tax rate increased to 23% in 2025 from 21% in 2024, with total income tax expense rising to $785 million [192] - The company’s income tax expense for 2025 was $785 million, reflecting the complexities of federal, state, and foreign tax jurisdictions [252] - The company had total debt of $8.4 billion as of December 31, 2025, with $7.4 billion in fixed-rate debentures averaging 5.7% interest and a $1.0 billion Term Loan at a variable rate of 5.4% [270] - The company has approximately $3.0 billion of available borrowing capacity under its Senior Credit Facility, with a debt-to-capitalization ratio of 24.8% as of December 31, 2025 [222][223] Strategic Initiatives - The business optimization plan is projected to improve annual pre-tax cash flow by $1.0 billion, with approximately $850 million achieved through 2025 [163] - The strategic merger with Coterra is expected to unlock $1.0 billion in sustainable annual synergies and enhance cash returns to shareholders through a planned quarterly dividend of $0.315 per share [235] - The company expects material incremental cash benefits from the OBBB legislation, which reinstates 100% bonus depreciation and allows for the expensing of domestic research costs starting in 2025 [253] Risk Management - Credit risk exposure includes customers purchasing oil, gas, and NGL production, with mechanisms in place to limit this exposure [221] - The company recognized deferred tax assets and liabilities for temporary differences, operating losses, and other tax carryforwards, routinely assessing these assets for potential valuation allowances [252] - The company reported no risk of impairment for its oil and gas assets as of December 31, 2025 [251] - 91% of the company's proved reserves were subjected to third-party audits in 2025, reflecting the importance of accurate reserve estimation [244] - The company had approximately $800 million in undeveloped leasehold costs as of December 31, 2025, with $17 million scheduled to expire in 2026 [243]

Financial Performance - For the year ended December 31, 2025, total operating revenues increased by 8% to $1,934.5 million compared to $1,788.5 million in 2024[199]. - Net income for 2025 was $177.7 million, an increase from $109.9 million in 2024, showcasing significant growth in profitability[198]. - Operating profit for 2025 was $196.6 million, compared to $182.2 million in 2024, indicating improved operational efficiency[198]. - Adjusted EBITDA for the year ended December 31, 2025, was $332.6 million, compared to $293.4 million in 2024, reflecting a growth of approximately 13%[293]. - EBITDA for the year ended December 31, 2025, was $408.7 million, significantly higher than $396.8 million in 2024[293]. - Net cash provided by operating activities for continuing operations was $391.9 million for the year ended December 31, 2025, up from $292.8 million in 2024, indicating improved profitability[296]. Revenue Breakdown - Auction and related fees generated $833.5 million in 2025, up from $735.3 million in 2024, reflecting strong marketplace performance[198]. - Total Marketplace revenue rose by $143.4 million, or 11%, to $1,500.8 million in 2025, driven by a 15% increase in dealer consignment vehicles sold[209]. - Gross profit from the Marketplace segment increased by $64.4 million, or 16%, to $457.8 million in 2025, with gross profit margin improving to 30.5% from 29.0%[214][215]. - Purchased vehicle sales increased by $83.2 million, or 25%, to $410.2 million in 2025, attributed to higher sales in the U.S. and Europe[213]. - SaaS and other revenue decreased by $38.0 million, or 13%, to $257.1 million in 2025, primarily due to the sale of the automotive key business in 2024[212]. Expenses and Costs - Selling, general and administrative expenses increased by $5.0 million, or 10%, to $54.0 million for the year ended December 31, 2025, primarily due to higher incentive-based compensation[229]. - Interest expense decreased by 17% to $18.1 million in 2025, down from $21.8 million in 2024, due to debt repayment and reduced borrowings[201]. - Depreciation and amortization expenses decreased by 4% to $91.7 million in 2025, primarily due to fully amortized assets[200]. - Cost of services for the Finance segment increased by $3.9 million, or 6%, to $71.3 million for the year ended December 31, 2025, driven by increases in compensation expenses[228]. Credit and Financing - The provision for credit losses decreased to $42.4 million in 2025 from $54.3 million in 2024, indicating improved credit quality[198]. - Finance provision for credit losses decreased by $10.3 million, or 22%, to $37.3 million for the year ended December 31, 2025, with the provision for credit losses at 1.6% of average receivables managed[227]. - The allowance for losses on finance receivables was $27.5 million as of December 31, 2025, compared to $19.8 million in 2024[285]. - The Company managed total finance receivables of $2,423.5 million as of December 31, 2025, an increase from $2,314.0 million in 2024[285]. Tax and Other Income - The effective tax rate significantly decreased to 7.5% in 2025 from 30.4% in 2024, aided by the release of a $35.8 million valuation allowance against the U.S. net deferred tax asset[203]. - Other income increased to $13.7 million in 2025 from an expense of $2.5 million in 2024, primarily due to foreign currency gains of $9.3 million compared to losses of $5.8 million in 2024[202]. Market Outlook - The company expects a higher volume of off-lease vehicles available to the wholesale used vehicle industry starting in 2026, driven by healthy lease originations[184]. - The total addressable market for the U.S. and Canadian wholesale used vehicle industry is approximately 15 million vehicles, with potential for growth through digital applications[188]. Cash and Liquidity - Cash and cash equivalents were $141.5 million as of December 31, 2025, compared to $143.0 million in 2024[265]. - Working capital increased to $407.7 million as of December 31, 2025, from $286.0 million in 2024[265]. - The Company has no borrowings on the Revolving Credit Facilities as of December 31, 2025, with outstanding letters of credit totaling $42.6 million[275]. - The Company had cash totaling $141.5 million and an additional $409.9 million available for borrowing under the Revolving Credit Facilities as of December 31, 2025[281]. Debt and Obligations - Total contractual cash obligations as of December 31, 2025, amounted to $864.5 million, with $60.3 million due within one year and $804.2 million due after one year[304]. - Projected interest payments related to long-term debt are estimated at $237.5 million, with $41.7 million due within one year[305]. - The Company issued $950 million of 5.125% senior notes due June 1, 2025, and repaid $210.0 million upon maturity in 2025[280]. Currency and Interest Rate Exposure - The company does not currently use foreign exchange contracts to hedge changes in currency values[325]. - The company does not currently use interest rate contracts to manage exposure to interest rate changes[326]. - Interest rate fluctuations affect the amount of interest expense the company is obligated to pay[326].

Exhibit 99.1 Contact: Anthony D. Ishaug 763/520-8500 FOR IMMEDIATE RELEASE WINMARK CORPORATION ANNOUNCES YEAR END RESULTS Minneapolis, MN (February 18, 2026) - Winmark Corporation (Nasdaq: WINA) announced today net income for the year ended December 27, 2025 of $41,654,100 or $11.30 per share diluted compared to net income of $39,954,200 or $10.89 per share diluted in 2024. The fourth quarter 2025 net income was $9,959,900 or $2.69 per share diluted compared to net income of $9,583,100 or $2.60 per share di ...

Business Overview - As of December 31, 2025, Travel + Leisure Co. had 797,000 owner families and over 280 vacation club resort locations, making it the world's largest vacation ownership business [19]. - The company operates a diverse inventory sourcing model, which has significantly increased return on invested capital since 2010 [34]. - The Vacation Ownership segment focuses on developing, marketing, and selling vacation ownership interests (VOIs) to consumers, along with providing consumer financing and property management services [211]. Revenue Sources - In 2025, the company generated 46% of its revenues from vacation ownership sales, 40% from fee-for-service revenue, 11% from consumer financing, and 3% from other ancillary revenue streams [24]. - The Travel and Membership segment generates revenue primarily from annual membership dues and fees for facilitating exchange transactions, with no single customer accounting for more than 10% of revenues in 2025 [57]. - Revenue from vacation exchange fees is traditionally higher in the first quarter, aligning with members' vacation planning [63]. Vacation Ownership Sales - During 2025, 68% of vacation ownership interest (VOI) sales were financed, down from 71% in 2024, with gross VOI sales amounting to $2.33 billion [42]. - The average down payment on financed VOI sales was 22% in 2025, compared to 20% in 2024 [41]. - VOI upgrade sales represented 72% of net VOI sales in 2025, indicating strong performance in marketing to existing owners [37]. - Travel + Leisure Co. aims to enhance its upgrade pipeline through new owner sales, with new owners typically doubling their initial VOI purchase within six years [31]. Customer Engagement and Loyalty - The Wyndham Hotels loyalty program had approximately 121 million enrolled members as of September 30, 2025, providing a substantial customer sourcing opportunity for future VOI sales [32]. - The company seeks to enhance its core exchange business by increasing member engagement and reducing churn through expanded product offerings [55]. Environmental Sustainability - As of December 31, 2024, the company has reduced its Scope 1 + Scope 2 GHG emissions intensity by 39% and increased renewable energy consumption to 3% [88]. - The company aims to reduce GHG emissions intensity by 40% by 2025 compared to the 2010 baseline [91]. - The company achieved its goal of planting two million trees two years ahead of schedule in partnership with the Arbor Day Foundation [88]. - The company has publicly stated goals for environmental sustainability, including reducing water intensity and GHG emissions, which may increase operational costs [169]. Risks and Challenges - The company faces numerous risks in the timeshare and leisure travel industries, including increased operating costs and changes in consumer travel patterns [133]. - Financial difficulties among customers, exacerbated during economic downturns, could lead to increased defaults on vacation ownership loans [139]. - The company is subject to risks related to its vacation ownership receivables portfolio, including potential increases in loan loss reserves due to defaults [138]. - Cybersecurity threats pose significant risks to the integrity of customer and proprietary data, which could disrupt business operations and damage reputation [143]. - The company is experiencing elevated delinquencies in its loan portfolio, impacting performance despite improved marketing criteria and sales efficiencies [207]. Strategic Initiatives - Travel + Leisure Co. plans to leverage relationships with leading leisure and hospitality brands to expand its market presence and support lead generation for new owner tours [33]. - The company is expanding its travel clubs and vacation ownership brands, including launching sports-themed resorts, which involves greater risks and resource requirements compared to its core business [128]. - A strategic review in 2025 identified 17 resorts needing significant owner reinvestment, aimed at optimizing the resort portfolio and aligning with owner preferences [212]. Financial Performance - Interest expense improved in 2025 due to better rates on variable rate corporate borrowings and refinancing efforts, including a 25 basis point reduction on the revolving credit facility and a nearly 50 basis point reduction on $350 million notes [208]. - The company completed three term securitizations in 2025, with the third achieving the lowest coupon rate since 2022, indicating business strength amid market volatility [208]. - The Vacation Ownership business experienced higher Gross VOI sales and Adjusted EBITDA growth in 2025 compared to the previous year, driven by increased tour flow and volume per guest (VPGs) recognition [205]. Corporate Governance and Compliance - The company is subject to extensive regulations that may increase costs or require substantial modifications to business practices, potentially impacting financial performance [166]. - The company has established incident response and recovery plans for critical systems, which are periodically tested and evaluated [182]. - The Board receives quarterly updates on cybersecurity risks and mitigation activities from the Chief Technology Officer and Chief Information Security Officer [184].