[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section details Agenus Inc.'s unaudited condensed consolidated financial statements and management's analysis for Q2 2025 [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents Agenus Inc.'s unaudited condensed consolidated financial statements for Q2 2025, covering balance sheets, income, equity, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Details Agenus Inc.'s financial position at June 30, 2025, and December 31, 2024, including assets, liabilities, and equity Balance Sheet Highlights | Metric | June 30, 2025 (thousands) | December 31, 2024 (thousands) | Change (thousands) | | :----------------------------------- | :-------------------------- | :---------------------------- | :----------------- | | Cash and cash equivalents | $9,534 | $40,437 | $(30,903) | | Total current assets | $13,340 | $45,574 | $(32,234) | | Total assets | $185,221 | $226,271 | $(41,050) | | Total current liabilities | $234,563 | $221,401 | $13,162 | | Total stockholders' deficit | $(336,308) | $(306,424) | $(29,884) | - The company's total assets decreased by **-$41.05 million**, primarily driven by a significant reduction in cash and cash equivalents[10](index=10&type=chunk) - Total current liabilities increased by **$13.16 million**, while total stockholders' deficit worsened by **-$29.88 million**[10](index=10&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Summarizes Agenus Inc.'s financial performance for Q2 2025, detailing revenues, operating loss, and net loss Income Statement Highlights | Metric (thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $25,691 | $23,509 | $49,757 | $51,514 | | Operating loss | $(16,711) | $(30,193) | $(30,022) | $(63,076) | | Net loss | $(30,012) | $(54,797) | $(56,382) | $(118,251) | | Net loss attributable to Agenus Inc. common stockholders | $(28,009) | $(53,135) | $(53,329) | $(115,074) | | Basic and diluted net loss per share | $(1.00) | $(2.52) | $(2.03) | $(5.56) | - Total revenues for the three months ended June 30, 2025, increased by **$2.18 million** (**9.3%**) compared to the same period in 2024, primarily due to increased non-cash royalty revenue. However, for the six months, total revenues decreased by **-$1.76 million** (**3.4%**)[11](index=11&type=chunk) - The company significantly reduced its operating loss and net loss for both the three and six months ended June 30, 2025, compared to the prior year, driven by decreased operating expenses and interest expense[11](index=11&type=chunk) [Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Convertible%20Preferred%20Stock%20and%20Stockholders%27%20Deficit) Outlines changes in Agenus Inc.'s convertible preferred stock and stockholders' deficit from December 31, 2024, to June 30, 2025 Stockholders' Deficit Changes | Metric (thousands) | December 31, 2024 | June 30, 2025 | | :----------------------------------- | :---------------- | :------------ | | Common Stock, Par Value | $236 | $300 | | Additional Paid-In Capital | $1,857,662 | $1,882,704 | | Accumulated Deficit | $(2,182,880) | $(2,236,101) | | Total Stockholders' Deficit | $(306,424) | $(336,308) | - The accumulated deficit increased by **$53.22 million** during the six months ended June 30, 2025, reflecting ongoing net losses[13](index=13&type=chunk) - Additional paid-in capital increased by **$25.04 million**, primarily due to shares sold at the market and share-based compensation[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Presents Agenus Inc.'s cash flow activities for the six months ended June 30, 2025, across operating, investing, and financing Cash Flow Summary | Cash Flow Activity (thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(45,840) | $(76,371) | | Net cash provided by (used in) investing activities | $338 | $(8) | | Net cash provided by financing activities | $14,536 | $93,913 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $(30,903) | $17,578 | | Cash, cash equivalents and restricted cash, end of period | $13,168 | $97,357 | - Net cash used in operating activities decreased significantly by **$30.53 million**, from **-$76.37 million** in 2024 to **-$45.84 million** in 2025[17](index=17&type=chunk) - Net cash provided by financing activities decreased substantially from **$93.91 million** in 2024 to **$14.54 million** in 2025, primarily due to the absence of proceeds from the Ligand Purchase Agreement and private placement of subsidiary shares in 2025[17](index=17&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations for Agenus Inc.'s financial statements, covering business, liquidity, accounting policies, and other financial notes [Note A – Business, Liquidity and Basis of Presentation](index=9&type=section&id=Note%20A%20%E2%80%93%20Business%2C%20Liquidity%20and%20Basis%20of%20Presentation) Describes Agenus Inc.'s clinical-stage biotechnology focus, liquidity challenges, and going concern considerations - Agenus is a clinical-stage biotechnology company specializing in immuno-oncology, with a diverse pipeline including immune-modulatory antibodies (e.g., botensilimab, balstilimab), adoptive cell therapies (MiNK Therapeutics), and vaccine adjuvants (SaponiQx)[18](index=18&type=chunk)[23](index=23&type=chunk) - Cash and cash equivalents at June 30, 2025, were **$9.5 million**, a decrease of **-$30.9 million** from December 31, 2024[20](index=20&type=chunk) - The company anticipates receiving **$75.0 million** upfront and a **$16.0 million** equity investment from the Zydus Lifesciences Ltd agreements during Q3 2025[20](index=20&type=chunk) - As of June 30, 2025, Agenus had an accumulated deficit of **$2.2 billion**, leading to substantial doubt about its ability to continue as a going concern for one year after the 10-Q filing date[20](index=20&type=chunk)[22](index=22&type=chunk) - The company is actively seeking additional funding through out-licensing agreements, asset sales, project financing, and/or equity issuances to support operations and the planned launch strategy for botensilimab/balstilimab[22](index=22&type=chunk) [Note B – Net Loss Per Share](index=11&type=section&id=Note%20B%20%E2%80%93%20Net%20Loss%20Per%20Share) Explains basic and diluted net loss per share, noting anti-dilutive securities due to net loss Anti-Dilutive Securities | Anti-Dilutive Securities (thousands) | Three and Six Months Ended June 30, 2025 | Three and Six Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------------------- | :--------------------------------------- | | Warrants | 1,032 | 965 | | Stock options | 5,242 | 3,367 | | Non-vested shares | 1,313 |

[Executive Summary](index=1&type=section&id=Executive%20Summary) [Q2 2025 Performance Overview](index=1&type=section&id=Q2%202025%20Performance%20Overview) Laird Superfood reported strong Q2 2025 results, achieving **20% net sales growth** and a **39.9% gross margin**, re-affirming **full-year 2025 guidance** - Net Sales grew **20%** year-over-year[1](index=1&type=chunk) - Gross Margin was **39.9%**[1](index=1&type=chunk) - Re-affirms **2025 full year guidance**[1](index=1&type=chunk) [CEO Commentary](index=1&type=section&id=CEO%20Commentary) The CEO highlighted **20% net sales growth** and **40% gross margin** in Q2, driven by **nearly 50% wholesale business expansion**, with continued investment in **brand growth** - Net sales growth of **20%** year-over-year[2](index=2&type=chunk) - Wholesale business grew by nearly **50%** year-over-year, contributing significantly to total net sales[2](index=2&type=chunk) - Achieved approximately **40% gross margin** despite tariff pressures and a challenging consumer and economic environment[2](index=2&type=chunk) - Company plans to continue investing in **brand growth**[2](index=2&type=chunk) [Financial Highlights](index=1&type=section&id=Financial%20Highlights) [Second Quarter 2025 Highlights](index=1&type=section&id=Second%20Quarter%202025%20Highlights) Q2 2025 **net sales grew 20% to $12.0 million**, **wholesale up 47%**, **gross margin at 39.9%**, **net loss of $0.4 million**, and **Adjusted EBITDA positive at $0.1 million** Q2 2025 Key Financial Metrics | Metric | Q2 2025 | Q2 2024 | Q1 2025 | YoY Change | | :----- | :------ | :------ | :------ | :--------- | | Net Sales | $12.0 million | $10.0 million | $11.7 million | +20% | | Wholesale Sales | | | | +47% | | E-commerce Sales | | | | +2% | | Gross Margin | 39.9% | 41.8% | 41.9% | -1.9 pp | | Net Loss | $0.4 million | $0.2 million | $0.2 million | +$0.2 million | | Net Loss per diluted share | $0.03 | $0.02 | $0.02 | +$0.01 | | Adjusted EBITDA | $0.1 million | ($0.1) million | $0.4 million | +$0.2 million | | Adjusted EBITDA per diluted share | $0.01 | ($0.01) | $0.03 | +$0.02 | - Gross margin compression relative to the prior year period was primarily due to **increased promotional trade spend, commodity cost inflation, and channel mix**[5](index=5&type=chunk) - The increase in Net Loss relative to the prior year period was driven primarily by **higher marketing investment, higher selling costs on top-line sales, and personnel costs related to stock-based compensation**[5](index=5&type=chunk) [Year-to-Date 2025 Highlights](index=1&type=section&id=Year-to-Date%202025%20Highlights) YTD 2025 **net sales reached $23.6 million (up 18.6%)**, **wholesale sales up 41%**, **gross margin relatively flat**, **net loss improved to $0.5 million**, and **Adjusted EBITDA positive at $0.5 million** YTD 2025 Key Financial Metrics | Metric | YTD 2025 | YTD 2024 | YoY Change | | :----- | :------- | :------- | :--------- | | Net Sales | $23.6 million | $19.9 million | +18.6% | | Wholesale Sales | | | +41% | | E-commerce Sales | | | +4% | | Gross Margin | Relatively flat | | | | Net Loss | $0.5 million | $1.3 million | -$0.8 million (improvement) | | Net Loss per diluted share | $0.05 | $0.13 | -$0.08 (improvement) | | Adjusted EBITDA | $0.5 million | ($0.8) million | +$1.3 million (improvement) | | Adjusted EBITDA per diluted share | $0.04 | ($0.08) | +$0.12 (improvement) | - The improvement in Net Loss was driven by **top-line sales growth**, partially offset by higher selling costs on increased top line sales and personnel costs related to stock-based compensation[5](index=5&type=chunk)[6](index=6&type=chunk) [Detailed Financial Statements](index=3&type=section&id=Detailed%20Financial%20Statements) [Revenue Disaggregation](index=3&type=section&id=Revenue%20Disaggregation) Laird Superfood's Q2 and YTD 2025 revenue disaggregation shows growth in **coffee creamers and coffee/tea**, declines in hydration and snacks, and a significant increase in **Wholesale channel share** [By Product Category](index=3&type=section&id=Revenue%20Disaggregation%20By%20Product%20Category) Q2 2025 Revenue by Product Category | Product Category | Q2 2025 Sales ($) | % of Total (Q2 2025) | Q2 2024 Sales ($) | % of Total (Q2 2024) | | :--------------- | :---------------- | :------------------- | :---------------- | :------------------- | | Coffee creamers | 6,770,922 | 56% | 4,696,979 | 47% | | Coffee, tea, and hot chocolate products | 3,599,037 | 30% | 2,503,529 | 25% | | Hydration and beverage enhancing products | 1,824,025 | 15% | 2,309,600 | 23% | | Snacks and other food items | 1,412,979 | 12% | 1,683,776 | 17% | | Other | 71,635 | 1% | 91,909 | 1% | | **Sales, net** | **11,990,842** | **100%** | **10,003,654** | **100%** | YTD 2025 Revenue by Product Category | Product Category | YTD 2025 Sales ($) | % of Total (YTD 2025) | YTD 2024 Sales ($) | % of Total (YTD 2024) | | :--------------- | :----------------- | :-------------------- | :----------------- | :-------------------- | | Coffee creamers | 13,483,574 | 57% | 10,267,299 | 52% | | Coffee, tea, and hot chocolate products | 6,819,928 | 29% | 4,678,794 | 23% | | Hydration and beverage enhancing products | 3,930,204 | 17% | 4,334,872 | 22% | | Snacks and other food items | 2,843,707 | 12% | 2,987,837 | 15% | | Other | 143,318 | 1% | 213,921 | 1% | | **Sales, net** | **23,645,001** | **101%** | **19,912,592** | **100%** | [By Sales Channel](index=3&type=section&id=Revenue%20Disaggregation%20By%20Sales%20Channel) Q2 2025 Revenue by Sales Channel | Sales Channel | Q2 2025 Sales ($) | % of Total (Q2 2025) | Q2 2024 Sales ($) | % of Total (Q2 2024) | | :------------ | :---------------- | :------------------- | :---------------- | :------------------- | | E-commerce | 6,237,344 | 52% | 6,098,327 | 61% | | Wholesale | 5,753,498 | 48% | 3,905,327 | 39% | | **Sales, net** | **11,990,842** | **100%** | **10,003,654** | **100%** | YTD 2025 Revenue by Sales Channel | Sales Channel | YTD 2025 Sales ($) | % of Total (YTD 2025) | YTD 2024 Sales ($) | % of Total (YTD 2024) | | :------------ | :----------------- | :-------------------- | :----------------- | :-------------------- | | E-commerce | 12,450,460 | 53% | 11,966,664 | 60% | | Wholesale | 11,194,541 | 47% | 7,945,928 | 40% | | **Sales, net** | **23,645,001** | **101%** | **19,912,592** | **100%** | [Balance Sheet and Cash Flow Highlights](index=4&type=section&id=Balance%20Sheet%20and%20Cash%20Flow%20Highlights) As of June 30, 2025, Laird Superfood held **$4.2 million in cash** with **no outstanding debt**, while **cash used in operating activities increased to $4.1 million** due to strategic inventory and raw material purchases - Cash, cash equivalents, and restricted cash totaled **$4.2 million** as of June 30, 2025, with **no outstanding debt**[8](index=8&type=chunk) YTD Cash Flow from Operating Activities | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :----- | :----------------------------- | :----------------------------- | :----- | | Cash from Operating Activities | ($4.1) million | $0.2 million | Used $4.3 million more | - The increase in cash used in operating activities was driven by **strategic investments to bolster inventory to meet high demand** and to **forward purchase raw materials to mitigate anticipated tariff costs**[9](index=9&type=chunk) - Company intends to **normalize cash usage in the upcoming quarters** as inventory is converted into cash[9](index=9&type=chunk) [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) Laird Superfood reported **net sales of $11.99 million for Q2 2025** and **$23.65 million for YTD 2025**, with **gross profit increasing**, but **Q2 operating and net losses widening**, while **YTD net loss significantly improved** Consolidated Statements of Operations Summary | Metric | Q2 2025 ($) | Q2 2024 ($) | YTD 2025 ($) | YTD 2024 ($) | | :----- | :---------- | :---------- | :----------- | :----------- | | Sales, net | 11,990,842 | 10,003,654 | 23,645,001 | 19,912,592 | | Cost of goods sold | (7,209,839) | (5,826,373) | (13,982,458) | (11,771,210) | | Gross profit | 4,781,003 | 4,177,281 | 9,662,543 | 8,141,382 | | Total operating expenses | 5,180,480 | 4,515,902 | 10,280,039 | 9,568,565 | | Operating loss | (399,477) | (338,621) | (617,496) | (1,427,183) | | Net loss | (362,178) | (239,076) | (518,360) | (1,255,598) | | Net loss per share, basic and diluted | (0.03) | (0.02) | (0.05) | (0.13) | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, **net cash used in operating activities was $4.1 million**, a significant increase primarily due to a **substantial rise in inventory**, leading to a **net decrease in cash and cash equivalents** Consolidated Statements of Cash Flows Summary (Six Months Ended June 30) | Cash Flow Activity | 2025 ($) | 2024 ($) | | :----------------- | :------- | :------- | | Net cash from operating activities | (4,102,366) | 220,414 | | Cash flows from investing activities | (80,638) | (13,462) | | Cash flows from financing activities | (146,373) | (86,066) | | Net change in cash and cash equivalents | (4,329,377) | 120,886 | | Cash, cash equivalents, and restricted cash, end of period | 4,184,775 | 7,827,692 | - A significant increase in inventory (from **($263,719) in 2024 to ($5,453,877) in 2025**) was the primary driver for the change in net cash from operating activities[20](index=20&type=chunk) [Consolidated Balance Sheets](index=8&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, **total assets increased to $20.43 million** from $19.26 million, primarily driven by a **substantial increase in inventory**, with **total liabilities also rising** and **stockholders' equity seeing a modest increase** Consolidated Balance Sheets Summary | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :----- | :---------------- | :-------------------- | | Total current assets | 19,217,189 | 17,966,628 | | Inventory | 11,027,615 | 5,975,676 | | Total assets | 20,426,736 | 19,259,001 | | Total current liabilities | 6,958,352 | 5,921,671 | | Total liabilities | 7,052,795 | 6,062,135 | | Total stockholders' equity | 13,373,941 | 13,196,866 | - The significant increase in inventory from **$5.98 million at December 31, 2024, to $11.03 million at June 30, 2025**, was a major factor in the change in total current assets[22](index=22&type=chunk) [Non-GAAP Financial Measures](index=9&type=section&id=Non-GAAP%20Financial%20Measures) [Adjusted EBITDA Definition and Use](index=9&type=section&id=Adjusted%20EBITDA%20Definition%20and%20Use) Laird Superfood uses Adjusted EBITDA, a non-GAAP measure, to assess financial performance by excluding **non-cash and non-recurring items**, defined as net income (loss) adjusted for specific expenses, and used internally for operational assessment despite its **limitations** - Adjusted EBITDA is a non-GAAP financial measure used by management to assess and communicate the Company's financial performance, excluding **non-cash costs and non-recurring events**[24](index=24&type=chunk) - Defined as net income (loss) adjusted to exclude **interest expense, income tax, depreciation and amortization, stock-based compensation, and expenses and recoveries related to a product quality issue**[24](index=24&type=chunk) - Management uses Adjusted EBITDA internally for operational performance assessment and future capital requirements, but it should not be considered in isolation or as a substitute for GAAP financial information due to its **limitations**[25](index=25&type=chunk)[26](index=26&type=chunk) [Adjusted EBITDA Reconciliation](index=9&type=section&id=Adjusted%20EBITDA%20Reconciliation) The reconciliation shows **Q2 2025 Adjusted EBITDA at $0.15 million**, a significant improvement from a prior year loss, and **YTD 2025 Adjusted EBITDA at $0.51 million**, a substantial improvement primarily due to stock-based compensation adjustments and the absence of product quality issue expenses Adjusted EBITDA Reconciliation | Metric | Q2 2025 ($) | Q2 2024 ($) | YTD 2025 ($) | YTD 2024 ($) | | :----- | :---------- | :---------- | :----------- | :----------- | | Net loss | (362,178) | (239,076) | (518,360) | (1,255,598) | | Depreciation and amortization | 59,376 | 67,144 | 125,897 | 138,579 | | Stock-based compensation | 488,576 | 253,708 | 996,986 | 533,273 | | Income tax expense | 8,262 | 3,524 | 20,873 | 42,481 | | Interest expense and other (income) expense, net | (45,561) | (103,069) | (120,009) | (214,066) | | Product quality issue (a) | — | (74,019) | — | (35,213) | | **Adjusted EBITDA** | **148,475** | **(91,788)** | **505,387** | **(790,544)** | | Adjusted EBITDA per share, diluted | 0.01 | (0.01) | 0.04 | (0.08) | - The product quality issue in 2024 involved **costs associated with product testing, discounts for replacement orders, and inventory obsolescence, with recoveries recorded in 2024 after a supplier settlement**[26](index=26&type=chunk) [Outlook and Corporate Information](index=4&type=section&id=Outlook%20and%20Corporate%20Information) [2025 Outlook](index=4&type=section&id=2025%20Outlook) Laird Superfood re-affirms its **full-year 2025 guidance**, expecting **Net Sales growth of 20% to 25%**, **Gross Margin in the upper 30s**, a **GAAP Net Loss**, but **breakeven Adjusted EBITDA**, with approximately **$2 million in cash use for inventory** - Management re-affirms full year Net Sales growth guidance in the range of **20% to 25%**, driven by robust performance in retail outlets and club stores[13](index=13&type=chunk) - Gross Margin is re-affirmed to hold in the **upper 30s**, despite commodity inflation, tariffs, and other cost pressures[13](index=13&type=chunk) - On a GAAP basis, the company expects to report a **full-year Net Loss**, but anticipates **breakeven Adjusted EBITDA**[13](index=13&type=chunk) - Forecasts approximately **$2 million in cash use** for the full year to bolster inventory to support top-line growth[13](index=13&type=chunk) [Forward-Looking Statements and Risks](index=5&type=section&id=Forward-Looking%20Statements%20and%20Risks) The report contains forward-looking statements subject to substantial risks and uncertainties, including **global outbreaks, revenue volatility, supply chain, product quality, raw material availability, and adverse economic conditions** - Forward-looking statements are based on current assumptions and expectations and are subject to **substantial risks, uncertainties, assumptions, and changes in circumstances** that may cause actual results to differ materially[14](index=14&type=chunk) - Risks include effects of **global outbreaks, volatility regarding revenue and expenses, ability to acquire and retain customers, managing suppliers and distributors, product quality issues, innovation challenges, adverse developments regarding raw material prices and availability, changes in consumer preferences, and the impact of adverse economic conditions**[15](index=15&type=chunk) [About Laird Superfood](index=4&type=section&id=About%20Laird%20Superfood) Laird Superfood, Inc. creates **award-winning, plant-based superfood products** that are clean, delicious, and functional, co-founded in **2015 by Laird Hamilton**, with environmentally conscientious and responsibly tested offerings - Laird Superfood, Inc. creates **award-winning, plant-based superfood products** that are clean, delicious, and functional, designed to enhance a consumer's daily ritual[12](index=12&type=chunk) - The company was **co-founded in 2015 by Laird Hamilton**, and its offerings are environmentally conscientious, responsibly tested, and made with real ingredients[12](index=12&type=chunk) [Conference Call and Investor Relations](index=5&type=section&id=Conference%20Call%20and%20Investor%20Relations) Laird Superfood hosted a conference call and webcast on **August 6, 2025**, to discuss financial results, with the webcast archived online, and investor inquiries directed to **Trevor Rousseau** - A conference call and webcast were hosted on **August 6, 2025**, to discuss financial results, with the webcast archived on the Laird Superfood Investor Relations website[11](index=11&type=chunk) - The Investor Relations contact is **Trevor Rousseau**[16](index=16&type=chunk)

[Executive Summary & Corporate Update](index=1&type=section&id=Executive%20Summary%20%26%20Corporate%20Update) Cadrenal Therapeutics reported Q2 2025 financial results and a corporate update, emphasizing tecarfarin's strategic clinical development for ESKD patients [Second Quarter 2025 Overview](index=1&type=section&id=Second%20Quarter%202025%20Overview) Cadrenal Therapeutics reported its second quarter 2025 financial results and provided a corporate update, announcing strategic clinical trial plans for tecarfarin in patients with End-Stage Kidney Disease (ESKD) transitioning to dialysis, which can potentially address critical treatment gaps - Cadrenal Therapeutics announced strategic clinical trial plans for tecarfarin in patients with End-Stage Kidney Disease (ESKD) transitioning to dialysis[2](index=2&type=chunk) - Tecarfarin has the potential to address critical treatment gaps in patients with ESKD[2](index=2&type=chunk) [CEO Commentary](index=1&type=section&id=CEO%20Commentary) Chairman & CEO Quang X. Pham emphasized the company's commitment to developing transformative therapeutics for complex anticoagulation needs, highlighted the critical need for safe anticoagulants in ESKD patients, and noted the successful technical transfer and manufacturing of tecarfarin as a key step for clinical trial readiness - The company is committed to developing transformative therapeutics to address gaps in current anticoagulation therapy for patients with complex needs, specifically initiating a clinical trial for tecarfarin in ESKD patients transitioning to dialysis[3](index=3&type=chunk) - Tecarfarin holds Orphan Drug and Fast-Track designations in ESKD patients with Atrial Fibrillation (AFib), underscoring the critical need for this treatment[3](index=3&type=chunk) - Successful technical transfer of tecarfarin to a U.S. CDMO site and manufacturing of drug product achieved critical CMC readiness for planned clinical trials[3](index=3&type=chunk) [Quarterly Highlights and Operational Update](index=1&type=section&id=Quarterly%20Highlights%20and%20Operational%20Update) Cadrenal Therapeutics provided an update on its clinical trial developments, operational achievements, and summarized its financial performance for the quarter [Clinical Trial Developments](index=1&type=section&id=Clinical%20Trial%20Developments) Cadrenal announced plans in August 2025 to initiate a clinical trial for tecarfarin in ESKD patients transitioning to dialysis, including those with and without AFib. Site activation and patient enrollment screening are expected to begin later this year, addressing the urgent need for this high-risk population - Plans announced in August 2025 to initiate a clinical trial for tecarfarin in ESKD patients transitioning to dialysis (with and without AFib)[4](index=4&type=chunk) - Site activation and screening for patient enrollment are planned to begin later in 2025[4](index=4&type=chunk) - ESKD patients, especially during dialysis transition, face high risks of thrombotic cardiovascular events (myocardial infarction, stroke, AFib, VTE) and increased mortality[5](index=5&type=chunk) [Operational Milestones](index=2&type=section&id=Operational%20Milestones) During the quarter, Cadrenal focused on enhancing corporate visibility through conference participation, exploring strategic development collaborations for tecarfarin across various indications, achieving CMC readiness by manufacturing clinical drug product, and conducting market research. The company was also added to multiple Russell indexes - Participated in key investor, medical, and business development conferences (BIO International Convention, Longwood Healthcare Leaders CEO conference, National Conference on Anticoagulation Therapy)[8](index=8&type=chunk) - Continues to explore opportunities for strategic development collaborations to advance tecarfarin for ESKD and AFib, LVADs, and other chronic anticoagulation indications[9](index=9&type=chunk) - Effective June 30, 2025, Cadrenal was added to the Russell 3000E and Russell Microcap indexes[10](index=10&type=chunk) - Achieved CMC readiness by successfully completing technical transfer and manufacturing tecarfarin clinical drug product at a U.S. cGMP-compliant CDMO site[13](index=13&type=chunk) - Market research reinforced tecarfarin's unique positioning to provide clinical benefits in populations with high-need cardiovascular conditions or renal impairment where anticoagulation safety and predictability are crucial[13](index=13&type=chunk) [Financial Highlights (Summary)](index=2&type=section&id=Financial%20Highlights%20%28Summary%29) For Q2 2025, Cadrenal reported a net loss of $3.7 million, an increase from $2.4 million in Q2 2024. Research and development expenses decreased to $1.1 million from $1.3 million, while general and administrative expenses significantly increased to $2.7 million from $1.2 million. Cash and cash equivalents stood at $5.6 million as of June 30, 2025, down from $10.0 million at year-end 2024 Second Quarter 2025 Financial Summary | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (YoY) | | :-------------------------------- | :----------------- | :----------------- | :------------- | | Research and development expenses | $1.1 | $1.3 | $(0.2) | | General and administrative expenses | $2.7 | $1.2 | $1.5 | | Net loss | $(3.7) | $(2.4) | $(1.3) | | Cash and cash equivalents (as of period end) | $5.6 (June 30, 2025) | $10.0 (Dec 31, 2024) | $(4.4) | [Company and Product Information](index=3&type=section&id=Company%20and%20Product%20Information) This section provides an overview of Cadrenal Therapeutics as a biopharmaceutical company and details the key designations and market opportunities for its lead product, tecarfarin [About Cadrenal Therapeutics, Inc.](index=3&type=section&id=About%20Cadrenal%20Therapeutics%2C%20Inc.) Cadrenal Therapeutics is a biopharmaceutical company focused on developing innovative therapies to overcome the limitations of existing anticoagulation treatments. Its primary investigational product, tecarfarin, is a novel oral vitamin K antagonist designed to address unmet needs in preventing blood clots - Cadrenal Therapeutics is a biopharmaceutical company developing transformative therapeutics to address limitations of current anticoagulation therapy[14](index=14&type=chunk) - Tecarfarin is the lead investigational product, a novel oral vitamin K antagonist anticoagulant designed to prevent heart attacks, strokes, and deaths due to blood clots[14](index=14&type=chunk) [Tecarfarin Designations and Market Opportunity](index=3&type=section&id=Tecarfarin%20Designations%20and%20Market%20Opportunity) Tecarfarin has received Orphan Drug Designation and fast-track status for ESKD+AFib, and ODD for patients with implanted mechanical circulatory support devices (including LVADs), highlighting its potential in critical, underserved patient populations. The company is also actively pursuing business development initiatives to expand its cardiovascular therapeutics pipeline - Tecarfarin received Orphan Drug Designation (ODD) and fast-track status for prevention of systemic thromboembolism of cardiac origin in ESKD+AFib patients[15](index=15&type=chunk) - Tecarfarin also received ODD for prevention of thromboembolism and thrombosis in patients with implanted mechanical circulatory support devices, including Left Ventricular Assist Devices (LVADs)[15](index=15&type=chunk) - Cadrenal is opportunistically pursuing business development initiatives with a longer-term focus on creating a pipeline of cardiovascular therapeutics[16](index=16&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) This section presents Cadrenal's detailed balance sheets and statements of operations, reflecting the company's financial position and performance [Balance Sheets](index=4&type=section&id=Balance%20Sheets) The balance sheet as of June 30, 2025, shows a decrease in total assets to $5.98 million from $10.12 million at December 31, 2024, primarily driven by a reduction in cash and cash equivalents. Total liabilities also decreased to $1.68 million from $2.68 million, while the accumulated deficit grew to $(33.24) million Balance Sheet Highlights | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------------------- | :-------------- | :---------------- | :------- | | Cash and cash equivalents | $5,570,730 | $10,017,942 | $(4,447,212) | | Total current assets | $5,971,987 | $10,112,797 | $(4,140,810) | | Total assets | $5,978,431 | $10,123,533 | $(4,145,102) | | Total current liabilities | $1,679,518 | $2,683,958 | $(1,004,440) | | Total liabilities | $1,679,518 | $2,683,958 | $(1,004,440) | | Accumulated deficit | $(33,235,450) | $(25,722,783) | $(7,512,667) | | Total stockholders' equity | $4,298,913 | $7,439,575 | $(3,140,662) | [Statements of Operations and Comprehensive Loss](index=5&type=section&id=Statements%20of%20Operations%20and%20Comprehensive%20Loss) For the three months ended June 30, 2025, the net loss was $(3.67) million, compared to $(2.39) million in the prior year. General and administrative expenses increased significantly to $2.66 million from $1.21 million, while R&D expenses slightly decreased. For the six months ended June 30, 2025, the net loss was $(7.51) million, up from $(4.06) million in 2024, with both G&A and R&D expenses increasing over the six-month period Statements of Operations Highlights (Three Months Ended June 30) | Metric | 2025 | 2024 | Change | | :------------------------------------------ | :----------- | :----------- | :----------- | | General and administrative expenses | $2,656,392 | $1,212,437 | $1,443,955 | | Research and development expenses | $1,077,498 | $1,253,711 | $(176,213) | | Total operating expenses | $3,734,291 | $2,466,618 | $1,267,673 | | Net loss and comprehensive loss | $(3,667,287) | $(2,392,982) | $(1,274,305) | | Net loss per common share, basic and diluted | $(1.87) | $(2.24) | $0.37 | Statements of Operations Highlights (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | | :------------------------------------------ | :----------- | :----------- | :----------- | | General and administrative expenses | $4,910,970 | $2,338,430 | $2,572,540 | | Research and development expenses | $2,745,379 | $1,882,736 | $862,643 | | Total operating expenses | $7,662,267 | $4,222,233 | $3,440,034 | | Net loss and comprehensive loss | $(7,512,667) | $(4,056,270) | $(3,456,397) | | Net loss per common share, basic and diluted | $(3.95) | $(3.80) | $(0.15) | [Additional Information](index=3&type=section&id=Additional%20Information) This section includes important legal disclaimers regarding forward-looking statements and provides contact information for corporate and media inquiries [Safe Harbor Statement](index=3&type=section&id=Safe%20Harbor%20Statement) This section serves as a standard legal disclaimer, identifying forward-looking statements within the press release, outlining various important factors that could cause actual results to differ materially, and explicitly stating that the company disclaims any obligation to update these statements - Identifies forward-looking statements using terms like "anticipate," "believe," "expect," "plan," and "will"[17](index=17&type=chunk) - Actual results may differ materially due to various important factors, including clinical trial initiation, development strategy execution, CMC readiness, and ability to expand pipeline[17](index=17&type=chunk) - The company disclaims any obligation to update forward-looking statements, except as required by federal securities laws[17](index=17&type=chunk) [Contacts](index=5&type=section&id=Contacts) Provides contact information for corporate and investor relations, and media inquiries, facilitating communication with interested parties - Paul Sagan (LaVoieHealthScience) is the contact for Corporate and Investor Relations[23](index=23&type=chunk) - Andrew Korda (LaVoieHealthScience) is the contact for Media inquiries[23](index=23&type=chunk)

Part I. Financial Information [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) AST SpaceMobile's financial statements show **$1.88 billion** in assets, increased liabilities, and a **$99.4 million** net loss [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets reached **$1.88 billion**, liabilities **$723.6 million**, and equity **$1.16 billion** Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $973,224 | $600,246 | | Cash and cash equivalents | $923,647 | $564,988 | | **Property and equipment, net** | $761,606 | $337,669 | | **TOTAL ASSETS** | **$1,881,362** | **$954,561** | | **Total Current Liabilities** | $118,316 | $75,942 | | **Long-term debt, net** | $482,534 | $155,573 | | Warrant liabilities | $109,485 | $41,248 | | **TOTAL LIABILITIES** | **$723,612** | **$285,415** | | **TOTAL STOCKHOLDERS' EQUITY** | **$1,157,750** | **$669,146** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 revenue was **$1.2 million**, operating expenses rose to **$74.0 million**, resulting in a **$99.4 million** net loss Statement of Operations Summary - Three Months Ended June 30 (in thousands, except per share data) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenues | $1,156 | $900 | | Total operating expenses | $73,953 | $63,893 | | Loss on remeasurement of warrant liabilities | ($65,032) | ($66,140) | | Net loss attributable to common stockholders | ($99,394) | ($72,550) | | Net loss per share (Basic and diluted) | ($0.41) | ($0.51) | Statement of Operations Summary - Six Months Ended June 30 (in thousands, except per share data) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenues | $1,874 | $1,400 | | Total operating expenses | $137,634 | $119,892 | | Loss on remeasurement of warrant liabilities | ($68,238) | ($47,926) | | Net loss attributable to common stockholders | ($145,100) | ($92,280) | | Net loss per share (Basic and diluted) | ($0.62) | ($0.70) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) H1 2025 cash flows show **$72.0 million** used in operations, **$430.6 million** in investing, and **$875.6 million** from financing, increasing cash by **$371.9 million** Cash Flow Summary - Six Months Ended June 30 (in thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($72,024) | ($64,274) | | Net cash used in investing activities | ($430,622) | ($61,770) | | Net cash provided by financing activities | $875,627 | $325,743 | | **Net increase in cash, cash equivalents and restricted cash** | **$371,866** | **$199,470** | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail business progress, debt increases, purchase commitments, equity raising, and the Ligado spectrum transaction - The company launched five Block 1 BB satellites in September 2024 and has conducted successful tests, including video calls with partners like Vodafone, AT&T, and Verizon, and for U.S. government applications. Initial noncontinuous service is expected in select markets[19](index=19&type=chunk) - Revenue for Q2 2025 was **$1.2 million**, derived from U.S. government contracts and resale of gateway equipment. The company has not yet generated revenue from its core SpaceMobile Service[29](index=29&type=chunk) - As of June 30, 2025, the company had purchase commitments of approximately **$383.3 million** for satellite components and R&D, plus **$145.0 - $175.0 million** for future launches[73](index=73&type=chunk) - The company entered into a strategic agreement with Ligado for long-term access to mid-band spectrum in the U.S. and Canada. This involves a **$550.0 million** contingent payment, annual usage payments, and the issuance of **4.7 million penny warrants**[131](index=131&type=chunk)[132](index=132&type=chunk) - Subsequent to the quarter end, the company entered a joint venture with Vodafone for European service distribution and agreed to acquire S-Band spectrum priority rights for **$64.5 million**[137](index=137&type=chunk)[138](index=138&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=45&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses operational progress, financial results, and liquidity, highlighting satellite development, increased net loss, and funding for future launches [Overview](index=47&type=section&id=Overview) The company is building a space-based Cellular Broadband network, successfully tested, and now focuses on launching over **60** Block 2 BB satellites for continuous service - The company plans to launch **over 60 Block 2 BB satellites** during 2025 and 2026, with a cadence of **one launch every one to two months** on average[162](index=162&type=chunk)[163](index=163&type=chunk) - Management believes a total of **25 satellites (5 Block 1, 20 Block 2)** will enable noncontinuous service in key markets, while **45-60 satellites** will provide continuous coverage in markets like the US, Europe, and Japan[167](index=167&type=chunk) - The company has secured agreements for **substantially all materials needed to complete 40 Block 2 satellites** and **key components for 53 satellites**[165](index=165&type=chunk) [Results of Operations](index=58&type=section&id=Results%20of%20Operations) Q2 2025 revenues increased to **$1.2 million**, operating expenses rose **16%** to **$74.0 million**, widening the net loss to **$99.4 million** Comparison of Results - Three Months Ended June 30 (in thousands) | Account | 2025 | 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenues | $1,156 | $900 | $256 | 28% | | Engineering services costs | $28,598 | $21,202 | $7,396 | 35% | | General and administrative costs | $27,242 | $17,839 | $9,403 | 53% | | Research and development costs | $6,393 | $4,460 | $1,933 | 43% | | Depreciation and amortization | $11,720 | $20,392 | ($8,672) | (43)% | | **Net loss attributable to common stockholders** | **($99,394)** | **($72,550)** | **($26,844)** | **37%** | [Liquidity and Capital Resources](index=63&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company had **$939.4 million** in cash, sufficient to fund operations and launch **20** Block 2 satellites, supported by significant capital raises - The company believes it is **fully funded** for operating expenses and capital expenditures to design, manufacture, and launch **20 Block 2 BB satellites**[230](index=230&type=chunk) - In July 2025, the company issued **$575.0 million** of **2.375% Convertible Notes due 2032** and repurchased **$360.0 million** of its **4.25% Convertible Notes**[178](index=178&type=chunk)[180](index=180&type=chunk)[262](index=262&type=chunk) - The company terminated its **2024 and 2025 ATM Equity Programs** after raising gross proceeds of approximately **$400 million** and **$500 million**, respectively[92](index=92&type=chunk)[95](index=95&type=chunk)[251](index=251&type=chunk) - A **non-recourse $550.0 million Sound Point Credit Facility** has been arranged to fund the Ligado spectrum transaction, contingent on regulatory and other approvals[238](index=238&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=78&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Market risk exposure is largely unchanged, with new fixed-rate debt instruments introducing additional interest rate risk - The company's market risk is largely unchanged, with the main addition being interest rate risk exposure from new fixed-rate debt instruments: the **$460.0 million** 2032 **4.25% Convertible Notes** and the **$25.0 million** Trinity Capital Equipment Loan[280](index=280&type=chunk)[281](index=281&type=chunk) [Controls and Procedures](index=78&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of June 30, 2025, with no material changes to internal controls - Management concluded that the company's disclosure controls and procedures were **effective as of June 30, 2025**[282](index=282&type=chunk) - **No material changes** to internal control over financial reporting occurred during the quarter ended June 30, 2025[283](index=283&type=chunk) Part II. Other Information [Legal Proceedings](index=79&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to various legal proceedings, with two class action complaints related to the de-SPAC merger dismissed in April 2025 - Putative class action complaints in Delaware Court of Chancery related to the de-SPAC merger were **voluntarily dismissed** by plaintiffs and the case was **dismissed by the court in April 2025**[287](index=287&type=chunk) [Risk Factors](index=79&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the 2024 Form 10-K and Q1 2025 Form 10-Q - **No material changes from the risk factors previously disclosed** in the 2024 Form 10-K and Q1 2025 Form 10-Q[288](index=288&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=79&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) None [Other Information](index=79&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated a Rule 10b5-1 trading plan during the quarter - **No directors or officers adopted or terminated a Rule 10b5-1 trading plan** during the quarter[292](index=292&type=chunk) [Exhibits](index=80&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report, including governance documents and material contracts

[Part I - Financial Information](index=8&type=section&id=Part%20I%20Financial%20Information) [Financial Statements](index=8&type=section&id=Item%201.%20Financial%20Statements) The company's financial statements for the period ended June 30, 2025, reflect a decrease in net loss compared to the prior year, driven by increased revenues and lower general and administrative expenses, with total assets decreasing slightly and liabilities increasing [Consolidated Balance Sheets](index=8&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheets (Unaudited) | (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total assets** | **$717,226** | **$743,556** | | Total liabilities | $189,421 | $172,174 | | **Total equity** | **$527,805** | **$571,382** | | Cash and cash equivalents | $123,276 | $165,667 | - Total assets decreased by approximately **$26.3 million** from December 31, 2024, to June 30, 2025, primarily due to a reduction in cash and cash equivalents[12](index=12&type=chunk) - Total liabilities increased by **$17.2 million**, while total equity decreased by **$43.6 million**, reflecting the net loss for the period[12](index=12&type=chunk) [Consolidated and Combined Statements of Operations](index=9&type=section&id=Consolidated%20and%20Combined%20Statements%20of%20Operations) Statements of Operations Highlights (Unaudited) | (in thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total revenues** | **$39,801** | **$33,670** | **$55,870** | **$48,181** | | Hospitality revenue | $15,177 | $9,053 | $22,912 | $13,130 | | Entertainment revenue | $19,908 | $17,153 | $24,117 | $20,717 | | Operating loss | $(16,007) | $(25,360) | $(48,709) | $(56,681) | | **Net loss attributable to common stockholders** | **$(14,774)** | **$(34,997)** | **$(46,662)** | **$(79,075)** | | **Net loss per share (Basic & Diluted)** | **$(1.16)** | **$(6.34)** | **$(3.68)** | **$(14.32)** | - Total revenues for Q2 2025 increased by **18% YoY** to **$39.8 million**, driven by a **68% increase** in Hospitality revenue[14](index=14&type=chunk) - Net loss attributable to common stockholders significantly narrowed to **$14.8 million** in Q2 2025 from **$35.0 million** in Q2 2024, largely due to lower general and administrative expenses[14](index=14&type=chunk) [Consolidated and Combined Statements of Cash Flows](index=10&type=section&id=Consolidated%20and%20Combined%20Statements%20of%20Cash%20Flows) Statements of Cash Flows Highlights (Unaudited) | (in thousands) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | | Cash used in operating activities | $(21,232) | $(39,149) | | Cash used in investing activities | $(18,751) | $(33,027) | | Cash (used in) provided by financing activities | $(2,499) | $73,907 | | **Net change in cash, cash equivalents and restricted cash** | **$(42,482)** | **$1,731** | - For the first six months of 2025, cash used in operating activities improved to **$21.2 million** from **$39.1 million** in the prior year[16](index=16&type=chunk) - Financing activities showed a net cash use of **$2.5 million**, a stark contrast to the **$73.9 million** provided in the same period of 2024, which was primarily due to net investments from the Former Parent (HHH) prior to the spin-off[16](index=16&type=chunk) [Notes to Consolidated and Combined Financial Statements](index=12&type=section&id=Notes%20to%20Consolidated%20and%20Combined%20Financial%20Statements) - The company, Seaport Entertainment Group (SEG), was spun off from Howard Hughes Holdings Inc. (HHH) on July 31, 2024, and now operates as an independent public company[20](index=20&type=chunk) - Its business is divided into three segments: Hospitality, Entertainment, and Landlord Operations[20](index=20&type=chunk) - Effective January 1, 2025, the company became the primary beneficiary of the Tin Building by Jean-Georges joint venture and began consolidating it into its financial statements, significantly impacting the comparability of Hospitality segment results between 2025 and 2024[71](index=71&type=chunk)[75](index=75&type=chunk) - As of June 30, 2025, the company had **$101.4 million** in total mortgages payable, consisting of a **$40.1 million** fixed-rate loan and a **$61.3 million** variable-rate loan, secured by real estate assets with a net book value of **$243.0 million**[85](index=85&type=chunk)[88](index=88&type=chunk) - Prior to the spin-off, financial statements for periods up to July 31, 2024, are prepared on a carve-out basis from HHH's records and include allocations for shared corporate expenses, which may not reflect the costs the company would have incurred as a standalone entity[23](index=23&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=50&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion attributes the improved financial performance in Q2 and H1 2025 to several factors, including a significant reduction in G&A expenses and improved results from unconsolidated ventures due to the consolidation of the Tin Building, with revenue growth led by Entertainment and Hospitality segments, and current liquidity deemed adequate [Overview](index=50&type=section&id=Overview) - The company operates a collection of assets at the intersection of entertainment and real estate, organized into three segments[146](index=146&type=chunk) - **Hospitality:** Owns and operates food and beverage businesses, including restaurants and bars at the Seaport, and holds a **25% interest** in Jean-Georges Restaurants[147](index=147&type=chunk) - **Entertainment:** Includes the Las Vegas Aviators Triple-A baseball team, the Las Vegas Ballpark, and events at The Rooftop at Pier 17[149](index=149&type=chunk) - **Landlord Operations:** Owns and operates real estate assets at the Seaport in Manhattan, including Pier 17, the Tin Building, and the Fulton Market Building[151](index=151&type=chunk)[155](index=155&type=chunk) [Results of Operations](index=59&type=section&id=Results%20of%20Operations) Comparison of Three Months Ended June 30, 2025 and 2024 | (in thousands) | 2025 | 2024 | Change $ | Change % | | :--- | :--- | :--- | :--- | :--- | | Total revenue | $39,801 | $33,670 | $6,131 | 18% | | General and administrative | $8,291 | $18,613 | $(10,322) | (55)% | | Operating loss | $(16,007) | $(25,360) | $9,353 | 37% | | Net loss attributable to common stockholders | $(14,774) | $(34,997) | $20,223 | 58% | - The **$20.2 million** decrease in net loss for Q2 2025 was primarily driven by a **$10.3 million** reduction in G&A expenses (due to a **$7.9 million** decrease in separation costs), a **$4.0 million** positive swing in interest income/expense, and a **$7.2 million** improvement in equity in losses from unconsolidated ventures[178](index=178&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk) Comparison of Six Months Ended June 30, 2025 and 2024 | (in thousands) | 2025 | 2024 | Change $ | Change % | | :--- | :--- | :--- | :--- | :--- | | Total revenue | $55,870 | $48,181 | $7,689 | 16% | | General and administrative | $18,073 | $35,167 | $(17,094) | (49)% | | Operating loss | $(48,709) | $(56,681) | $7,972 | 14% | | Net loss attributable to common stockholders | $(46,662) | $(79,075) | $32,413 | 41% | - For the first half of 2025, the net loss decreased by **$32.4 million**, mainly due to a **$17.1 million** decrease in G&A expenses (primarily separation costs) and a **$17.6 million** improvement in equity in losses from unconsolidated ventures[186](index=186&type=chunk)[189](index=189&type=chunk) [Segment Operating Results](index=63&type=section&id=Segment%20Operating%20Results) - **Hospitality:** Adjusted EBITDA for Q2 2025 improved by **$1.4 million YoY**, with results heavily impacted by the consolidation of the Tin Building by Jean-Georges, which moved its results from 'Equity in losses' to direct revenue and costs[191](index=191&type=chunk)[193](index=193&type=chunk) - **Entertainment:** Adjusted EBITDA for Q2 2025 increased by **$2.7 million YoY** to **$4.8 million**, driven by a **$3.0 million** increase in revenue from additional concerts at The Rooftop at Pier 17[199](index=199&type=chunk)[201](index=201&type=chunk) - **Landlord Operations:** Adjusted EBITDA for Q2 2025 increased by **$3.3 million YoY** to **$2.0 million**, primarily due to a **$2.6 million** decrease in operating costs (payroll and marketing) and a **$0.8 million** increase in rental revenue[206](index=206&type=chunk)[208](index=208&type=chunk)[210](index=210&type=chunk) [Liquidity and Capital Resources](index=71&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2025, the company had cash and cash equivalents of **$123.3 million**, down from **$165.7 million** at year-end 2024[215](index=215&type=chunk) - Following the separation from HHH, the company's capital structure has changed, and it no longer receives financing from its former parent, but management believes existing cash and access to capital markets are sufficient to meet current and long-term obligations[217](index=217&type=chunk)[219](index=219&type=chunk) - Cash used in operating activities for H1 2025 decreased to **$21.2 million** from **$39.1 million** in H1 2024, showing improved operational cash flow[221](index=221&type=chunk)[222](index=222&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=80&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is primarily exposed to interest rate risk related to its variable-rate mortgage payable, where a hypothetical 1% increase in short-term interest rates would have increased interest expense by approximately **$0.3 million** for the six months ended June 30, 2025 - The company is subject to interest rate risk on its variable-rate debt, where a **1% increase** in short-term rates would have increased interest expense by approximately **$0.2 million** for Q2 2025 and **$0.3 million** for H1 2025[244](index=244&type=chunk)[245](index=245&type=chunk) - As of June 30, 2025, the company had **$40.1 million** of fixed-rate debt with a weighted average interest rate of **4.92%** per annum[245](index=245&type=chunk) [Controls and Procedures](index=80&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of June 30, 2025, the company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective[248](index=248&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls[250](index=250&type=chunk) [Part II - Other Information](index=82&type=section&id=Part%20II%20Other%20Information) [Legal Proceedings](index=82&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in legal proceedings arising in the ordinary course of business but believes that as of June 30, 2025, none are expected to have a material adverse effect on its financial condition or results of operations - As of June 30, 2025, the company believes there were no pending lawsuits or claims that could have a material adverse effect on its business, results of operations, or financial condition[252](index=252&type=chunk) [Risk Factors](index=82&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - There were no material changes to the risk factors set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2024[253](index=253&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=82&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company completed a rights offering on October 17, 2024, which generated net proceeds of approximately **$166.8 million**, and the intended use of these proceeds for general corporate purposes has not materially changed - The company completed a rights offering on October 17, 2024, generating net proceeds of approximately **$166.8 million**, which are intended for general operating, working capital, and other corporate purposes[254](index=254&type=chunk) [Other Information](index=82&type=section&id=Item%205.%20Other%20Information) During the quarter ended June 30, 2025, none of the company's directors or executive officers adopted, modified, or terminated any Rule 10b5-1 trading arrangements - During the fiscal quarter ended June 30, 2025, no directors or executive officers adopted, modified, or terminated any Rule 10b5-1 trading arrangements[257](index=257&type=chunk) [Exhibits](index=84&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the CEO and CFO as required by the Sarbanes-Oxley Act - The report includes standard exhibits such as the Separation Agreement, corporate governance documents, and CEO/CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[258](index=258&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Registrant's telephone number, including area code: (678) 534-5849 Commission File Number: 001-39544 BAKKT HOLDINGS, INC. (Exact name of reg ...

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=9&type=section&id=Item%201.%20Financial%20Statements.) The unaudited condensed consolidated financial statements for the six months ended June 30, 2025, show total revenues of **$272.9 million**, a significant increase from **$220.2 million** in the prior year period, with net income sharply decreasing to **$0.4 million** from **$109.1 million** due to large asset sale gains in 2024 [Unaudited Condensed Consolidated Balance Sheets](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets.) Total assets increased to **$2.42 billion** as of June 30, 2025, from **$2.36 billion** at year-end 2024, driven by property, plant, and equipment, while total liabilities grew to **$1.33 billion** primarily due to long-term debt Condensed Consolidated Balance Sheet Data (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $116,071 | $118,271 | | **Property, plant and equipment, net** | $1,853,154 | $1,785,029 | | **TOTAL ASSETS** | **$2,423,043** | **$2,359,484** | | **Total Current Liabilities** | $157,386 | $174,801 | | **Long-term debt, net** | $1,058,663 | $976,995 | | **TOTAL LIABILITIES** | **$1,327,057** | **$1,261,413** | | **Total Equity** | $959,026 | $965,125 | | **TOTAL LIABILITIES AND EQUITY** | **$2,423,043** | **$2,359,484** | [Unaudited Condensed Consolidated Statements of Operations](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations.) For Q2 2025, the company reported a net loss of **$4.2 million** on revenues of **$140.2 million**, while H1 2025 net income was **$0.4 million** on **$272.9 million** in revenues, significantly lower than H1 2024 due to substantial gains on asset sales in the prior year Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | $140,217 | $101,315 | $272,914 | $220,186 | | **Total Costs and Expenses** | $126,013 | $94,465 | $244,131 | $268,031 | | **Interest Expense** | ($23,864) | ($31,457) | ($46,401) | ($69,303) | | **Gain on Sale of Business/Investment** | $0 | ($2,192) | ($43) | $210,271 | | **Net Income (Loss)** | **($4,228)** | **($23,778)** | **$406** | **$109,149** | | **EPS (Basic)** | ($0.66) | ($2.91) | ($0.83) | $9.00 | [Unaudited Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows.) Net cash provided by operating activities increased to **$53.2 million** in H1 2025, while investing activities shifted from providing **$672.0 million** in H1 2024 to using **$120.1 million** in H1 2025 due to acquisitions and capital expenditures, and financing activities provided **$67.1 million** from new debt issuances Six Months Ended June 30, Cash Flow Summary (in thousands) | Cash Flow Category | 2025 | 2024 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $53,243 | $30,973 | | **Net cash provided by (used in) investing activities** | ($120,056) | $672,038 | | **Net cash provided by (used in) financing activities** | $67,118 | ($559,440) | | **Net change in cash, cash equivalents and restricted cash** | $305 | $143,571 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements.) The notes detail significant corporate events like the Moonrise Acquisition for **$90.0 million** and the Corporate Reorganization, along with accounting policies, revenue breakdowns, debt structure, and equity changes - On March 10, 2025, the Company completed the Moonrise Acquisition for total consideration of approximately **$90.0 million**, consisting of **$70.0 million** in cash and **462,265 shares** of common stock[34](index=34&type=chunk) - The Company divested its Summit Utica assets on March 22, 2024, for **$625.0 million**, recognizing a total gain of **$212.5 million**, and sold its Mountaineer Midstream system on May 1, 2024, for **$70.0 million** after a **$68.0 million** impairment charge[44](index=44&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk) - As of June 30, 2025, total debt was approximately **$1.075 billion**, primarily comprising the Amended and Restated ABL Facility (**$140.0 million** outstanding), the Permian Transmission Term Loan (**$121.2 million**), and the **8.625% 2029 Secured Notes** (**$825.0 million**)[61](index=61&type=chunk) - The company reinstated cash dividends on its Series A Preferred Stock on March 14, 2025, paying **$6.7 million** during the first six months of 2025, with accrued and unpaid dividends totaling **$46.7 million** as of June 30, 2025[108](index=108&type=chunk)[121](index=121&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management attributes the significant revenue increase in Q2 and H1 2025 to the Tall Oak and Moonrise acquisitions, which boosted the Mid-Con and Rockies segments, while H1 2025 net income was minimal compared to H1 2024 due to prior-year asset sale gains [Results of Operations](index=40&type=section&id=Results%20of%20Operations) Consolidated revenues for Q2 2025 increased by **38%** year-over-year to **$140.2 million**, primarily driven by acquisitions in the Mid-Con and Rockies segments, while the Piceance segment declined and the Northeast segment was divested Reportable Segment Adjusted EBITDA (in thousands) | Segment | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Rockies | $25,235 | $22,858 | $50,104 | $45,732 | | Permian | $8,300 | $7,697 | $16,570 | $14,962 | | Piceance | $10,474 | $12,848 | $22,260 | $28,081 | | Mid-Con | $24,900 | $5,420 | $47,357 | $10,520 | | Northeast | $0 | $1,613 | $0 | $30,634 | - The Mid-Con segment's volume throughput increased by **149%** in Q2 2025 and **160%** in H1 2025 year-over-year, primarily due to the Tall Oak Acquisition[204](index=204&type=chunk) - Interest expense decreased by **$7.6 million** in Q2 2025 and **$22.9 million** in H1 2025 compared to the same periods in 2024, due to debt refinancing activities that replaced higher-cost notes with the new 2029 Secured Notes[181](index=181&type=chunk)[182](index=182&type=chunk) [Liquidity and Capital Resources](index=52&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by internally generated cash flow, its Amended and Restated ABL Facility with **$359.2 million** available capacity, and access to capital markets, deemed sufficient for the next twelve months - As of June 30, 2025, the company had **$140.0 million** outstanding under its **$500.0 million** Amended and Restated ABL Facility, with an available borrowing capacity of **$359.2 million**[226](index=226&type=chunk) - The company was in compliance with all debt covenants as of June 30, 2025, with a First Lien Net Leverage Ratio of **0.53:1.00** (covenant limit of **2.50:1.00**) and an Interest Coverage Ratio of **2.76:1.00** (covenant floor of **2.00:1.00**)[225](index=225&type=chunk) - Cash paid for capital expenditures totaled **$47.0 million** for the six months ended June 30, 2025, which included **$8.0 million** for maintenance[233](index=233&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=59&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk.) The company's market risk exposure remains largely unchanged, primarily encompassing interest rate risk on **$261.2 million** of variable-rate debt and limited commodity price risk from percentage-of-proceeds arrangements - As of June 30, 2025, the company had approximately **$825.0 million** of fixed-rate debt and **$261.2 million** of variable-rate debt (**$140.0 million** ABL Facility and **$121.2 million** Permian Term Loan)[250](index=250&type=chunk) - A hypothetical **1%** increase in interest rates on variable-rate debt would have increased interest expense by approximately **$1.3 million** for the six months ended June 30, 2025[250](index=250&type=chunk) [Controls and Procedures](index=59&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting during the quarter - The company's disclosure controls and procedures were deemed effective as of the end of the period, June 30, 2025[252](index=252&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=60&type=section&id=Item%201.%20Legal%20Proceedings.) The company is involved in a lawsuit with Fiberspar Corporation for over **$5.0 million** and is managing the **$36.3 million** 'Global Settlement' from the 2015 Blacktail Release, of which **$21.3 million** has been paid - A lawsuit filed by Fiberspar Corporation, alleging over **$5.0 million** in unpaid orders, is pending with a trial date set for January 2026[254](index=254&type=chunk) - The Global Settlement for the 2015 Blacktail Release resulted in total losses of **$36.3 million**; as of June 30, 2025, the company has paid **$21.3 million** of this amount[259](index=259&type=chunk) [Risk Factors](index=60&type=section&id=Item%201A.%20Risk%20Factors.) This section incorporates by reference the risk factors previously disclosed in the company's 2024 Annual Report on Form 10-K and the Quarterly Report for the period ended March 31, 2025, with no new significant risk factors detailed - The risk factors from the 2024 Annual Report and the Q1 2025 report are incorporated by reference[260](index=260&type=chunk) [Other Information](index=61&type=section&id=Item%205.%20Other%20Information.) There is no other information to report for this period - None[264](index=264&type=chunk) [Exhibits](index=61&type=section&id=Item%206.%20Exhibits.) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, updated executive compensation letters, and required CEO/CFO certifications - Exhibits filed include corporate governance documents, updated executive compensation letters, and required CEO/CFO certifications[265](index=265&type=chunk)

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements for the period ended June 30, 2025, reflect growth in total assets and net income, supported by strong operating cash flow [Unaudited Condensed Consolidated Balance Sheets](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased to **$3.76 billion**, driven by finance receivables, while liabilities also grew, resulting in higher shareholders' equity Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$3,763,790** | **$3,493,868** | | Finance receivables measured at fair value | $3,559,029 | $3,313,767 | | **Total Liabilities** | **$3,460,689** | **$3,201,098** | | Warehouse lines of credit | $395,596 | $410,898 | | Securitization trust debt | $2,813,234 | $2,594,384 | | **Total Shareholders' Equity** | **$303,101** | **$292,770** | [Unaudited Condensed Consolidated Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) For the three and six months ended June 30, 2025, net income slightly increased, driven by higher interest income largely offset by rising interest expenses Statements of Operations Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $109,764 | $95,880 | $216,638 | $187,624 | | Interest Expense | $58,704 | $46,710 | $113,622 | $88,678 | | Net Income | $4,797 | $4,672 | $9,491 | $9,262 | | Diluted EPS | $0.20 | $0.19 | $0.39 | $0.38 | [Unaudited Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, operating cash flow significantly increased, while investing activities used more cash and financing activities provided less cash Cash Flow Summary for Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $128,328 | $95,996 | | Net cash used in investing activities | ($360,829) | ($317,817) | | Net cash provided by financing activities | $255,272 | $363,001 | | **Increase in cash and cash equivalents** | **$22,771** | **$141,180** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, debt structure including **$2.8 billion** in securitization trust debt, legal contingencies, and a subsequent **$418.33 million** securitization - The company specializes in purchasing and servicing sub-prime retail automobile installment sale contracts, providing indirect financing to customers with limited or poor credit histories[18](index=18&type=chunk) - As of June 30, 2025, the company was in compliance with all financial covenants related to its securitization transactions, warehouse credit facilities, and residual interest financing[36](index=36&type=chunk) - The company estimates that the range of reasonably possible losses for legal proceedings and contingencies does not exceed **$3.2 million** as of June 30, 2025[78](index=78&type=chunk) - On July 28, 2025, the company executed its third securitization of the year, selling **$418.33 million** of asset-backed notes secured by automobile receivables with a weighted average yield of approximately **5.43%**[93](index=93&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes revenue growth to portfolio expansion, though profitability was constrained by rising interest expenses, while credit quality improved and liquidity remains supported by debt facilities [Overview](index=31&type=section&id=Overview) Consumer Portfolio Services, a sub-prime auto lender, consistently grew its managed portfolio to **$3.85 billion**, primarily funding through warehouse facilities and securitizations Contract Purchases and Managed Portfolio Growth ($ in thousands) | Period | Contracts Purchased in Period | Managed Portfolio at Period End | | :--- | :--- | :--- | | 2022 | 1,854,385 | 3,001,308 | | 2023 | 1,357,752 | 3,194,623 | | 2024 | 1,681,941 | 3,665,725 | | Six months ended June 30, 2025 | 884,236 | 3,854,825 | - The company utilizes two primary warehouse credit facilities with a total capacity of **$535 million** to fund automobile contract purchases on an interim basis before securitization[109](index=109&type=chunk)[110](index=110&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) Revenues increased significantly in Q2 and H1 2025 due to higher interest income from a larger loan portfolio, though net income growth was constrained by rising interest expenses Q2 2025 vs Q2 2024 Performance (in millions) | Metric | Q2 2025 | Q2 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenues | $109.8 | $95.9 | +$13.9 | +14.5% | | Interest Income | $105.4 | $88.4 | +$17.0 | +19.2% | | Interest Expense | $58.7 | $46.7 | +$12.0 | +25.7% | H1 2025 vs H1 2024 Performance (in millions) | Metric | H1 2025 | H1 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenues | $216.6 | $187.6 | +$29.0 | +15.5% | | Interest Income | $207.3 | $172.7 | +$34.6 | +20.1% | | Interest Expense | $113.6 | $88.7 | +$24.9 | +28.1% | - The blended cost of funds for new asset-backed term securitizations has shown a significant upward trend since early 2022, with rates for recent securitizations in 2025 hovering around **5.9%**[126](index=126&type=chunk)[150](index=150&type=chunk) [Credit Experience](index=42&type=section&id=Credit%20Experience) As of June 30, 2025, total delinquencies improved from year-end 2024, while annualized net charge-offs slightly increased, with the extension program continuing to mitigate losses Delinquencies as a Percentage of Gross Servicing Portfolio | Date | Percentage | | :--- | :--- | | June 30, 2025 | 10.50% | | June 30, 2024 | 10.87% | | December 31, 2024 | 12.11% | Annualized Net Charge-Offs as a Percentage of Average Servicing Portfolio | Period | Percentage | | :--- | :--- | | Q2 2025 | 7.45% | | Q2 2024 | 7.26% | | Full Year 2024 | 7.62% | - The company's loan extension program is presented as an effective loss mitigation tool, with **57.8%** of accounts granted extensions in 2019 either paid off or still active and performing as of June 30, 2025[174](index=174&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains liquidity through operating cash flow, warehouse credit facilities, and securitization proceeds, with total outstanding debt at approximately **$3.4 billion** - As of June 30, 2025, the company had **$15.8 million** in unrestricted cash and **$136.4 million** in available borrowings under its two warehouse credit facilities, assuming sufficient eligible collateral[189](index=189&type=chunk) - Total debt outstanding at June 30, 2025, was approximately **$3.4 billion**, composed primarily of **$2.8 billion** in securitization trust debt and **$395.6 million** from warehouse lines of credit[193](index=193&type=chunk) [Item 4. Controls and Procedures](index=49&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's principal executive and financial officers concluded that disclosure controls and procedures are effective, with no material changes to internal controls over financial reporting - The CEO and CFO have certified that the company's disclosure controls and procedures were effective as of June 30, 2025[195](index=195&type=chunk) [PART II. OTHER INFORMATION](index=50&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates legal proceedings information from Note 8, with estimated reasonably possible losses not exceeding **$3.2 million** from routine consumer litigation - The information regarding legal proceedings is incorporated by reference from Note 8 to the Unaudited Condensed Consolidated Financial Statements[197](index=197&type=chunk) [Item 1A. Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) The company highlights its substantial indebtedness of approximately **$3.4 billion** as a significant risk, potentially increasing vulnerability and limiting operational flexibility - The company highlights its substantial indebtedness of approximately **$3.4 billion** as of June 30, 2025, as a key risk factor[199](index=199&type=chunk) - Potential adverse effects of high debt include increased vulnerability to economic downturns, reduced cash flow for operations, limited business flexibility, and a competitive disadvantage[202](index=202&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2025, the company repurchased **76,880 shares** of common stock at an average price of **$9.72 per share** under its buyback program Share Repurchases in Q2 2025 | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2025 | – | $– | | May 2025 | 27,544 | $9.26 | | June 2025 | 49,336 | $9.98 | | **Total** | **76,880** | **$9.72** | [Item 5. Other Information](index=51&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025 - No director or officer adopted or terminated a Rule 10b5-1 trading plan during the second quarter of 2025[205](index=205&type=chunk) [Item 6. Exhibits](index=51&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL documents - The exhibits filed with the report include certifications from the Chief Executive Officer and Chief Financial Officer, as well as Inline XBRL data files[207](index=207&type=chunk)

[Q2 2025 Financial Results and Operational Highlights](index=1&type=section&id=Tonix%20Pharmaceuticals%20Reports%20Second%20Quarter%202025%20Financial%20Results%20and%20Operational%20Highlights) The company highlights a PDUFA goal date for TNX-102 SL, its inclusion in Russell indexes, a strong cash position, and positive Phase 3 trial data - The FDA has set a PDUFA goal date of **August 15, 2025**, for TNX-102 SL for fibromyalgia, which could be the first new drug for the condition in over 16 years[1](index=1&type=chunk)[2](index=2&type=chunk) - In June 2025, Tonix was added to the **Russell 3000® and Russell 2000® Indexes**, increasing its visibility to institutional investors[1](index=1&type=chunk)[16](index=16&type=chunk) - The company's cash and cash equivalents were **$125.3 million** as of June 30, 2025, with the current cash runway expected to fund operations into the third quarter of 2026[1](index=1&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk) - Results from the Phase 3 RESILIENT trial showed a **statistically significant reduction in fibromyalgia pain** with TNX-102 SL[1](index=1&type=chunk)[8](index=8&type=chunk) [Management Commentary](index=1&type=section&id=Management%20Commentary) Management expresses optimism for the TNX-102 SL launch and highlights positive momentum across its CNS, immunology, and vaccine pipelines - The company anticipates making TNX-102 SL available to fibromyalgia patients in the **fourth quarter of 2025**, pending FDA approval[2](index=2&type=chunk) - The first patient was dosed in the DoD-funded **OASIS trial** of TNX-102 SL for acute stress reaction[2](index=2&type=chunk)[5](index=5&type=chunk) - New data for the TNX-801 vaccine demonstrated **durable, single-dose protection against mpox** in animal models[2](index=2&type=chunk)[9](index=9&type=chunk) - Positive Phase 1 data for the next-generation anti-CD40L antibody, TNX-1500, supports its advancement into a **Phase 2 kidney-transplant study**[2](index=2&type=chunk)[7](index=7&type=chunk) [Pipeline Development Highlights](index=2&type=section&id=Key%20Investigational%20Product%20Candidates) The development pipeline is advancing with key candidates in CNS, immunology, and vaccines showing positive clinical and preclinical results [Central Nervous System (CNS) Pipeline](index=2&type=section&id=Central%20Nervous%20System%20(CNS)%20Pipeline) The CNS pipeline is led by TNX-102 SL, which has published positive Phase 3 data for fibromyalgia and initiated a Phase 2 trial for acute stress reaction [TNX-102 SL for Fibromyalgia (FM)](index=2&type=section&id=TNX-102%20SL%20for%20Fibromyalgia%20(FM)) The New Drug Application for TNX-102 SL is supported by positive Phase 3 results, with a PDUFA goal date set for August 2025 - Full results from the confirmatory Phase 3 RESILIENT trial were published in *Pain Medicine*, supporting the ongoing New Drug Application (NDA) review[8](index=8&type=chunk) - The trial demonstrated that once-nightly TNX-102 SL (5.6mg) achieved a **statistically significant reduction in fibromyalgia pain** compared to placebo and was generally well tolerated[8](index=8&type=chunk) - The PDUFA goal date for a decision on marketing authorization is **August 15, 2025**[1](index=1&type=chunk)[8](index=8&type=chunk) [TNX-102 SL for Acute Stress Reaction (ASR)](index=2&type=section&id=TNX-102%20SL%20for%20Acute%20Stress%20Reaction%20(ASR)) A DoD-funded Phase 2 trial for TNX-102 SL in acute stress reaction has commenced, with results expected in the second half of 2026 - In May 2025, the **first patient was dosed** in the Phase 2 investigator-initiated OASIS trial[5](index=5&type=chunk) - The study is evaluating a two-week course of TNX-102 SL to reduce the severity of acute stress reaction (ASR) and the frequency of acute stress disorder (ASD)[5](index=5&type=chunk) - The trial is supported by a **$3 million U.S. Department of Defense grant**, with topline results anticipated in the second half of 2026[5](index=5&type=chunk) [Immunology Pipeline](index=2&type=section&id=Immunology%20Pipeline) The immunology pipeline features positive data for TNX-1500, an antibody for transplant rejection, and TNX-801, a vaccine for mpox [TNX-1500 (anti-CD40L Antibody)](index=2&type=section&id=TNX-1500%20(anti-CD40L%20Antibody)) Positive Phase 1 data for the TNX-1500 antibody supports its advancement into a Phase 2 study for preventing kidney transplant rejection - In May 2025, Tonix reported **positive topline data** from a Phase 1 single-ascending-dose study in healthy volunteers[7](index=7&type=chunk) - TNX-1500 met all safety, pharmacokinetic, and pharmacodynamic goals, supporting a planned **Phase 2 study for preventing rejection in kidney transplants**[7](index=7&type=chunk) - The antibody demonstrated a mean half-life of **34–38 days**, which supports a monthly intravenous dosing schedule[7](index=7&type=chunk) [TNX-801 (Mpox/Smallpox Vaccine)](index=3&type=section&id=TNX-801%20(Mpox/Smallpox%20Vaccine)) New preclinical data demonstrates that a single dose of the TNX-801 vaccine provides durable protection against mpox - New preclinical data presented in April 2025 showed a **single dose of TNX-801 protected animals** from mpox and rabbitpox for at least six months[9](index=9&type=chunk) - The vaccine was well tolerated, even in immunocompromised models, and meets key attributes of the **WHO's target product profile** for mpox vaccines[9](index=9&type=chunk) [Corporate and Financial Review](index=3&type=section&id=Corporate%20and%20Financial%20Review) The company strengthened its leadership team and investor visibility while reporting a strong cash position and increased operating expenses [Corporate Updates](index=3&type=section&id=Corporate%20Updates) Tonix strengthened its leadership and governance with key appointments and gained investor visibility through inclusion in Russell indexes - Joseph Hand, Esq. was appointed as **General Counsel and Executive Vice President of Operations** in May 2025[16](index=16&type=chunk) - Commercial veteran James Hunter joined the **Board of Directors** in June 2025 to strengthen strategy ahead of the potential TNX-102 SL launch[16](index=16&type=chunk) - In June 2025, the company was added to the **Russell 3000® and Russell 2000® Indexes**[16](index=16&type=chunk) [Financial Review](index=3&type=section&id=Financial%20Review) The company reported $125.3 million in cash with a runway into Q3 2026, alongside increased R&D and SG&A expenses for the quarter Cash Position and Runway | Metric | Amount | As of / Period | | :--- | :--- | :--- | | Cash and cash equivalents | $125.3 million | June 30, 2025 | | Cash and cash equivalents | $98.8 million | December 31, 2024 | | Net cash used in operations | $31.4 million | Six months ended June 30, 2025 | | Projected Cash Runway | Into Q3 2026 | - | Q2 2025 vs Q2 2024 Financials (in millions, except per share data) | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Net Product Revenue | $2.0 | $2.2 | ($0.2) | | R&D Expenses | $10.8 | $9.7 | +$1.1 | | SG&A Expenses | $16.2 | $7.5 | +$8.7 | | Net Loss | $28.3 | $78.8 | ($50.5) | | Net Loss Per Share | $3.86 | $1,920.85 | ($1,916.99) | | Weighted Avg. Shares | 7,327,257 | 41,011 | +7,286,246 | [Financial Statements](index=6&type=section&id=Financial%20Statements) The condensed consolidated financial statements detail the company's operating results and financial position as of June 30, 2025 [Condensed Consolidated Statements of Operations](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) The statement of operations shows a narrowed net loss for the three and six-month periods, primarily due to the absence of a prior-year impairment charge Condensed Consolidated Statements of Operations (in thousands, except per share amounts) | | Three Months Ended June 30, | Six Months Ended June 30, | | :--- | :--- | :--- | :--- | :--- | | | **2025** | **2024** | **2025** | **2024** | | **Product revenues, net** | **$1,998** | **$2,208** | **$4,427** | **$4,690** | | Cost of sales | $3,272 | $3,367 | $4,215 | $5,027 | | Research and development | $10,820 | $9,698 | $18,256 | $22,561 | | General and administrative | $16,202 | $7,502 | $26,306 | $16,812 | | Asset impairment charges | $— | $58,957 | $— | $58,957 | | **Total operating expenses** | **$30,294** | **$79,524** | **$48,777** | **$103,357** | | **Operating Loss** | **($28,296)** | **($77,316)** | **($44,350)** | **($98,667)** | | **Net loss available to common stockholders** | **($28,272)** | **($78,776)** | **($45,101)** | **($93,715)** | | **Net loss per common share, basic and diluted** | **($3.86)** | **($1,920.84)** | **($6.80)** | **($2,720.43)** | | Weighted average common shares outstanding | 7,327,257 | 41,011 | 6,631,111 | 34,449 | [Condensed Consolidated Balance Sheets](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) The balance sheet reflects a stronger financial position with increased cash and total assets, and a decrease in total liabilities Condensed Consolidated Balance Sheets (in thousands) | | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $125,331 | $98,776 | | Total current assets | $143,535 | $119,002 | | **Total assets** | **$187,359** | **$162,890** | | **Liabilities and stockholders' equity** | | | | Total liabilities | $19,358 | $23,332 | | Stockholders' equity | $168,001 | $139,558 | | **Total liabilities and stockholders' equity** | **$187,359** | **$162,890** | [About Tonix Pharmaceuticals and Forward-Looking Statements](index=4&type=section&id=About%20Tonix%20Pharmaceuticals%20Holding%20Corp.) Tonix is a biotechnology company focused on CNS disorders, immunology, and infectious diseases, and its press release contains standard forward-looking statement disclaimers - The company's priority is advancing **TNX-102 SL for fibromyalgia**, which has a PDUFA goal date of August 15, 2025[19](index=19&type=chunk) - The development portfolio includes CNS disorders, immunology candidates like **TNX-1500 for organ transplant rejection**, and infectious disease vaccines like **TNX-801 for mpox**[19](index=19&type=chunk) - The commercial subsidiary, Tonix Medicines, markets **Zembrace SymTouch and Tosymra** for the treatment of acute migraine in adults[19](index=19&type=chunk) - Forward-looking statements are subject to significant risks, including failure to obtain **FDA approvals**, need for **additional financing**, patent protection uncertainties, and substantial competition[22](index=22&type=chunk) [Marketed Products Information](index=8&type=section&id=Marketed%20Products%20Information) This section details the approved use, contraindications, and critical safety information for the company's marketed migraine treatments - **Zembrace® SymTouch® and Tosymra®** are prescription medicines for the acute treatment of migraine with or without aura in adults[27](index=27&type=chunk) - These products are **not intended for the prevention of migraines**[28](index=28&type=chunk) - Serious side effects can include **heart attack and other heart problems**, and the drugs are not for people with certain cardiovascular risk factors[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - Common side effects include injection site reactions (Zembrace), tingling, dizziness, flushing, and throat irritation (Tosymra)[32](index=32&type=chunk)

[Q2 2025 Financial & Operational Highlights](index=1&type=section&id=Q2%202025%20Financial%20%26%20Operational%20Highlights) [Financial Performance](index=1&type=section&id=Financial%20Performance) Plug Power's Q2 2025 revenue grew **21%** to **$174 million**, with gross margin improving to **-31%** due to cost reductions | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | **Revenue** | $174 million | ~$143.8 million | +21% YoY | | **Gross Margin** | -31% | -92% | +61 p.p. | | **Electrolyzer Revenue** | ~$45 million | ~$15 million | +200% YoY | - The company's cost-saving initiative, **Project Quantum Leap**, contributed to margin improvements through workforce optimization, facility consolidation, reduced professional services, and renegotiated supply contracts[4](index=4&type=chunk) - The second quarter included approximately **$80 million** in non-cash charges primarily associated with **Project Quantum Leap**, a significant increase from the **$6 million** in similar charges in Q2 2024[4](index=4&type=chunk) [Cash Flow and Liquidity](index=1&type=section&id=Cash%20Flow%20and%20Liquidity) Cash management improved with **over 40%** reduction in net cash used for operations and investing, ending Q2 with **over $140 million** unrestricted cash - Net cash used in operating and investing activities saw a year-over-year decline of **over 40%**[4](index=4&type=chunk) - The company exited Q2 with a strong liquidity position, holding **over $140 million** in unrestricted cash and cash equivalents[4](index=4&type=chunk) - Plug has a platform to access **over $300 million** in additional debt capacity from its secured debt facility and is positioned to benefit from the monetization of tax credits under **Sections 45V and 48E**[4](index=4&type=chunk) [Strategic and Market Highlights](index=2&type=section&id=Strategic%20and%20Market%20Highlights) [GenEco Electrolyzer Growth and Global Expansion](index=2&type=section&id=GenEco%20Electrolyzer%20Growth%20and%20Global%20Expansion) GenEco electrolyzer business shows strong global demand, mobilizing **over 230 megawatts** of programs and setting a production record at the Georgia plant - **Over 230 MW** of GenEco electrolyzer programs are currently being mobilized in Europe, Australia, and North America[7](index=7&type=chunk) - The Georgia hydrogen plant set a U.S. production record using GenEco systems, showcasing the technology's scalability and reliability[7](index=7&type=chunk) - The sales funnel for GenEco electrolyzers remains strong, with multiple large-scale projects moving toward final investment decisions in **2026**[7](index=7&type=chunk) [Business Segment Developments](index=2&type=section&id=Business%20Segment%20Developments) Increased GenDrive demand from ITC extension and expansion into renewable diesel and SAF markets are expected to drive new revenue in **H2 2025** - The extension of the **Investment Tax Credit (ITC) through 2026** is stimulating customer demand for GenDrive fuel cells, with new bookings expected in **H2 2025**[5](index=5&type=chunk) - The Energy Transition business is gaining traction by supporting customers in renewable diesel and sustainable aviation fuel (SAF) industries, with new revenue opportunities anticipated in **H2 2025**[5](index=5&type=chunk) - A major hydrogen supply agreement was extended with improved economics, which is expected to support better margins in the second half of the year[7](index=7&type=chunk) [Regulatory Impact and Outlook](index=2&type=section&id=Regulatory%20Impact%20and%20Outlook) Solidified tax credits (Sections **45V** and **48E**) create a favorable regulatory environment, with the company targeting **gross margin breakeven on a run-rate basis** in **Q4 2025** - The passage of the "**One Big Beautiful Bill**" in July solidified the **Section 45V Clean Hydrogen Production Tax Credit** and the **Section 48E Investment Tax Credit**, providing significant policy support[8](index=8&type=chunk) - Plug Power expects to achieve **gross margin breakeven on a run-rate basis** in **Q4 2025**, driven by cost discipline, service execution, and scale benefits[8](index=8&type=chunk) [Financial Statements](index=5&type=section&id=Financial%20Statements) [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets decreased to **$3.35 billion** and total liabilities to **$1.59 billion** | (In thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $140,736 | $205,693 | | **Total current assets** | $1,329,997 | $1,477,484 | | **Total assets** | $3,353,780 | $3,602,846 | | **Total current liabilities** | $835,766 | $748,489 | | **Total liabilities** | $1,589,820 | $1,795,090 | | **Total stockholders' equity** | $1,763,960 | $1,807,756 | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 net revenue reached **$174.0 million**, with gross loss significantly reduced and net loss improving to **$227.1 million** | (In thousands, except per share) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | | :--- | :--- | :--- | | **Net revenue** | $173,970 | $143,350 | | **Gross loss** | $(53,465) | $(131,255) | | **Operating loss** | $(176,946) | $(244,673) | | **Net loss attributable to Plug Power Inc.** | $(227,099) | $(262,333) | | **Net loss per share (Basic and diluted)** | $(0.20) | $(0.36) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities improved to **$297.4 million** for the six months ended June 30, 2025, with investing activities significantly lower at **$87.3 million** | (In thousands) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | | **Net cash used in operating activities** | $(297,378) | $(422,466) | | **Net cash used in investing activities** | $(87,316) | $(268,658) | | **Net cash provided by financing activities** | $226,064 | $526,751 | [Company Information and Disclosures](index=3&type=section&id=Company%20Information%20and%20Disclosures) [About Plug](index=3&type=section&id=About%20Plug) Plug Power is a key player in the global hydrogen economy, offering an integrated ecosystem from production to power generation - Plug Power provides a fully integrated hydrogen ecosystem, including electrolyzers, liquid hydrogen, fuel cell systems, and fueling infrastructure[10](index=10&type=chunk) - The company has deployed **over 72,000 fuel cell systems** and **275 fueling stations** and has a hydrogen production capacity of **40 tons per day** from its plants in Georgia, Tennessee, and Louisiana[11](index=11&type=chunk) [Earnings Call Details](index=3&type=section&id=Earnings%20Call%20Details) A conference call and live webcast to discuss Q2 2025 financial results are scheduled for **August 11, 2025, at 4:30 PM ET** - An earnings call is scheduled for **August 11, 2025, at 4:30 PM ET** to discuss the financial results[15](index=15&type=chunk) [Safe Harbor](index=3&type=section&id=Safe%20Harbor) This report contains forward-looking statements regarding the company's financial profile, strategic objectives, and anticipated benefits of initiatives and tax credits - The document includes forward-looking statements concerning **Project Quantum Leap**, financial outlook, sales growth, and the impact of tax credits[14](index=14&type=chunk) - Investors are cautioned that these statements are not guarantees of future performance and are subject to risks outlined in the company's SEC filings, including its **Form 10-K and 10-Q reports**[14](index=14&type=chunk)